Berry Global - 10-Q quarterly report FY2024 Q2

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-35672

BERRY GLOBAL GROUP, INC.

A Delaware corporation

101 Oakley Street, Evansville, Indiana, 47710

(812) 424-2904

IRS employer identification number

20-5234618

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	BERY	New York Stock Exchange LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒

Accelerated Filer ☐

Non-Accelerated Filer ☐

Smaller Reporting Company ☐

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 114.4 million shares of common stock outstanding at May 9, 2024.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Information included or incorporated by reference in Berry Global Group, Inc.’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and press releases or other public statements contains or may contain forward-looking statements. This report includes “forward-looking” statements with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. These statements contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “project,” “outlook,” “anticipates” or “looking forward” or similar expressions that relate to our strategy, plans, intentions, or expectations. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates, and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. All forward-looking statements are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Additionally, we caution readers that the list of important factors discussed in our most recent Form 10-K in the section titled “Risk Factors” and subsequent periodic reports filed with the SEC may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. Accordingly, readers should not place undue reliance on those statements.

Berry Global Group, Inc.

Form 10-Q Index

For Quarterly Period Ended March 30, 2024

Part I.	Financial Information		Page No.
	Item 1.	Financial Statements:
		Consolidated Statements of Income and Comprehensive Income	4
		Consolidated Balance Sheets	5
		Consolidated Statements of Cash Flows	6
		Consolidated Statements of Changes in Stockholders’ Equity	7
		Notes to Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
	Item 4.	Controls and Procedures	20
Part II.	Other Information
	Item 1.	Legal Proceedings	21
	Item 1A.	Risk Factors	21
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
	Item 5.	Other Information	21
	Item 6.	Exhibits	22
	Signature		23

Part I. Financial Information

Item 1.

Financial Statements

Berry Global Group, Inc.

Consolidated Statements of Income

(Unaudited)

(in millions of dollars, except per share amounts)

	Quarterly Period Ended				Two Quarterly Periods Ended
	March 30, 2024		April 1, 2023		March 30, 2024		April 1, 2023
Net sales	$	3,076	$	3,288	$	5,929	$	6,348
Costs and expenses:
Cost of goods sold		2,509		2,682		4,888		5,224
Selling, general and administrative		213		220		448		456
Amortization of intangibles		59		60		119		120
Restructuring and transaction activities		87		25		109		37
Operating income		208		301		365		511
Other expense		1		1		13		2
Interest expense		76		79		148		150
Income before income taxes		131		221		204		359
Income tax expense		15		47		29		79
Net income	$	116	$	174	$	175	$	280

Net income per share:
Basic	$	1.00	$	1.44	$	1.51	$	2.29
Diluted		0.98		1.42		1.48		2.27

Consolidated Statements of Comprehensive Income

(Unaudited)

(in millions of dollars)

	Quarterly Period Ended						Two Quarterly Periods Ended
	March 30, 2024			April 1, 2023			March 30, 2024			April 1, 2023
Net income	$	116		$	174		$	175		$	280
Other comprehensive income (loss), net of tax:
Currency translation		(70	)		60			69			201
Derivative instruments		18			(31	)		(59	)		(32	)
Other comprehensive income		(52	)		29			10			169
Comprehensive income (loss)	$	64		$	203		$	185		$	449

See notes to consolidated financial statements.

Berry Global Group, Inc.

Consolidated Balance Sheets

(in millions of dollars)

	March 30, 2024			September 30, 2023
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	494		$	1,203
Accounts receivable		1,590			1,568
Finished goods		1,070			933
Raw materials and supplies		624			624
Prepaid expenses and other current assets		286			205
Total current assets		4,064			4,533
Noncurrent assets:
Property, plant and equipment		4,576			4,576
Goodwill and intangible assets		6,589			6,684
Right-of-use assets		627			625
Other assets		125			169
Total assets	$	15,981		$	16,587


Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,332		$	1,528
Accrued employee costs		224			273
Other current liabilities		761			902
Current portion of long-term debt		24			10
Total current liabilities		2,341			2,713
Noncurrent liabilities:
Long-term debt		8,690			8,970
Deferred income taxes		495			573
Employee benefit obligations		193			193
Operating lease liabilities		521			525
Other long-term liabilities		447			397
Total liabilities		12,687			13,371

Stockholders’ equity:
Common stock (114.9 and 115.5 million shares issued, respectively)		1			1
Additional paid-in capital		1,279			1,231
Retained earnings		2,340			2,320
Accumulated other comprehensive loss		(326	)		(336	)
Total stockholders’ equity		3,294			3,216
Total liabilities and stockholders’ equity	$	15,981		$	16,587

See notes to consolidated financial statements.

Berry Global Group, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(in millions of dollars)

	Two Quarterly Periods Ended
	March 30, 2024			April 1, 2023
Cash Flows from Operating Activities:
Net income	$	175		$	280
Adjustments to reconcile net cash from operating activities:
Depreciation		309			279
Amortization of intangibles		119			120
Non-cash interest (income) expense, net		(41	)		(27	)
Settlement of derivatives		23			36
Deferred income tax		(51	)		(51	)
Debt extinguishment		3			—
Share-based compensation expense		30			30
Loss on divestitures		57			—
Other non-cash operating activities, net		17			8
Changes in working capital		(653	)		(495	)
Changes in other assets and liabilities		12			(12	)
Net cash from operating activities		—			168

Cash Flows from Investing Activities:
Additions to property, plant and equipment, net		(333	)		(385	)
Divestitures, acquisitions and other activities		47			(88	)
Net cash from investing activities		(286	)		(473	)

Cash Flows from Financing Activities:
Proceeds from long-term borrowings		2,350			500
Repayments on long-term borrowings		(2,640	)		(583	)
Proceeds from issuance of common stock		24			18
Repurchase of common stock		(88	)		(333	)
Dividends paid		(70	)		(65	)
Other, net		(12	)		11
Net cash from financing activities		(436	)		(452	)
Effect of currency translation on cash		13			43
Net change in cash and cash equivalents		(709	)		(714	)
Cash and cash equivalents at beginning of period		1,203			1,410
Cash and cash equivalents at end of period	$	494		$	696

See notes to consolidated financial statements.

Berry Global Group, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(in millions of dollars)

Quarterly Period Ended	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total
Balance at December 30, 2023	$	1	$	1,265		$	(274	)	$	2,336		$	3,328
Net income		—		—			—			116			116
Other comprehensive income		—		—			(52	)		—			(52	)
Share-based compensation		—		9			—			—			9
Proceeds from issuance of common stock		—		8			—			—			8
Common stock repurchased and other		—		(3	)		—			(78	)		(81	)
Dividends paid		—		—			—			(34	)		(34	)
Balance at March 30, 2024	$	1	$	1,279		$	(326	)	$	2,340		$	3,294

Balance at December 31, 2022	$	1	$	1,199		$	(263	)	$	2,322		$	3,259
Net income		—		—			—			174			174
Other comprehensive income		—		—			29			—			29
Share-based compensation		—		7			—			—			7
Proceeds from issuance of common stock		—		13			—			—			13
Common stock repurchased and other		—		(5	)		—			(150	)		(155	)
Dividends paid		—		—			—			(32	)		(32	)
Balance at April 1, 2023	$	1	$	1,214		$	(234	)	$	2,314		$	3,295

Two Quarterly Periods Ended	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total
Balance at September 30, 2023	$	1	$	1,231		$	(336	)	$	2,320		$	3,216
Net income		—		—			—			175			175
Other comprehensive income		—		—			10			—			10
Share-based compensation		—		30			—			—			30
Proceeds from issuance of common stock		—		21			—			—			21
Common stock repurchased and other		—		(3	)		—			(85	)		(88	)
Dividends paid		—		—			—			(70	)		(70	)
Balance at March 30, 2024	$	1	$	1,279		$	(326	)	$	2,340		$	3,294

Balance at October 1, 2022	$	1	$	1,177		$	(403	)	$	2,421		$	3,196
Net income		—		—			—			280			280
Other comprehensive income		—		—			169			—			169
Share-based compensation		—		30			—			—			30
Proceeds from issuance of common stock		—		18			—			—			18
Common stock repurchased and other		—		(11	)		—			(322	)		(333	)
Dividends paid		—		—			—			(65	)		(65	)
Balance at April 1, 2023	$	1	$	1,214		$	(234	)	$	2,314		$	3,295

See notes to consolidated financial statements.

Berry Global Group, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

(tables in millions of dollars, except per share data)

1. Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of Berry Global Group, Inc. (“the Company,” “we,” or “Berry”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included, and all subsequent events up to the time of the filing have been evaluated. For further information, refer to the Company’s most recent Form 10-K filed with the SEC.

2. Revenue and Accounts Receivable

Our revenues are primarily derived from the sale of non-woven, flexible and rigid products to customers. Revenue is recognized when performance obligations are satisfied, in an amount reflecting the consideration to which the Company expects to be entitled. We consider the promise to transfer products to be our sole performance obligation. If the consideration agreed to in a contract includes a variable amount, we estimate the amount of consideration we expect to be entitled to in exchange for transferring the promised goods to the customer using the most likely amount method. Our main source of variable consideration is customer rebates. There are no material instances where variable consideration is constrained and not recorded at the initial time of sale. Generally, our revenue is recognized at a point in time for standard promised goods at the time of shipment, when title and risk of loss pass to the customer. The accrual for customer rebates was $96 million and $106 million at March 30, 2024 and September 30, 2023, respectively, and is included in Other current liabilities on the Consolidated Balance Sheets. The Company disaggregates revenue based on reportable business segment, geography, and significant product line. Refer to Note 8. Income Taxes for further information.

Accounts receivable are presented net of allowance for credit losses of $19million at March 30, 2024 and September 30, 2023. The Company records its current expected credit losses based on a variety of factors including historical loss experience and current customer financial condition. The changes to our current expected credit losses, write-off activity, and recoveries were not material for any of the periods presented.

The Company has entered into various factoring agreements, including customer-based supply chain financing programs, to sell certain receivables to third-party financial institutions. Agreements which result in true sales of the transferred receivables, which occur when receivables are transferred without recourse to the Company, are reflected as a reduction of accounts receivable on the Consolidated Balance Sheets and the proceeds are included in the Cash Flows from Operating Activities in the Consolidated Statements of Cash Flows. The fees associated with the transfer of receivables for all programs were not material for any of the periods presented.

3. Divestitures and Spin-off

During fiscal 2024, the Company completed the sale of its Strata and Promens Vehicles businesses, which were operated in the Consumer Packaging International segment for net proceeds of $25 million and $22million, respectively. In fiscal 2023, the Strata business recorded net sales of $56 million and Promens Vehicles recorded $111 million.

In February 2024, the Company announced plans for a spin-off and merger of our Health, Hygiene & Specialties Global Nonwovens and Films business (“HHNF”) with Glatfelter Corporation (“GLT”). Upon the completion of the transaction, shareholders of Berry will own approximately ninety percent of the new combined company in addition to their continuing interest in Berry. The transaction is expected to be tax-free to Berry and its shareholders. The transaction is subject to certain customary closing conditions including, but not limited to, approval by GLT shareholders, the effective filing of related registration statements, completion of a tax-free spin-off and receipt of certain required foreign anti-trust approvals.

4. Restructuring and Transaction Activities

During fiscal 2023, the Company announced several plant rationalizations in all four segments in order to deliver cost savings and optimize equipment utilization. Over the duration of the plan, these plant rationalizations and other cost reduction actions are projected to cost approximately $250 million with the operations savings intended to counter general economic softness. The plant rationalizations are expected to be fully implemented by the end of fiscal 2025.

The table below includes the significant components of our restructuring and transaction activities, by reporting segment:

	Quarterly Period Ended					Two Quarterly Periods Ended				Restructuring Plans
	March 30, 2024			April 1, 2023		March 30, 2024		April 1, 2023		Life to date (a)
Consumer Packaging International	$	76		$	12	$	78	$	15		71
Consumer Packaging North America		7			7		12		8		35
Health, Hygiene & Specialties		5			5		18		8		25
Flexibles		(1	)		1		1		6		23
Consolidated	$	87		$	25	$	109	$	37		154

(a) Excludes $57million loss on divestitures (See Note 3)

The table below sets forth the activity with respect to the restructuring and transaction activities accrual at March 30, 2024:

	Restructuring
	Employee Severance and Benefits			Facility Exit Costs			Non-cash Impairment Charges			Transaction Activities			Total
Balance as of September 30, 2023	$	10		$	1		$	—		$	—		$	11
Charges		19			13			4			73			109
Non-cash items		—			—			(4	)		(57	)		(61	)
Cash		(16	)		(14	)		—			(16	)		(46	)
Balance as of March 30, 2024	$	13		$	—		$	—		$	—		$	13

5. Leases

The Company leases certain manufacturing facilities, warehouses, office space, manufacturing equipment, office equipment, and automobiles.

Supplemental lease information is as follows:

Leases	Classification	March 30, 2024		September 30, 2023
Operating leases:
Operating lease right-of-use assets	Right-of-use assets	$	627	$	625
Current operating lease liabilities	Other current liabilities		123		116
Noncurrent operating lease liabilities	Operating lease liability		521		525
Finance leases:
Finance lease right-of-use assets	Property, plant, and equipment, net	$	29	$	32
Current finance lease liability	Current portion of long-term debt		7		9
Noncurrent finance lease liabilities	Long-term debt, less current portion		17		19

6. Long-Term Debt

Long-term debt consists of the following:

Facility	Maturity Date	March 30, 2024			September 30, 2023
Term loan ^(a)	July 2026	$	740		$	3,090
Term loan ^(a)	July 2029		1,546			—
Revolving line of credit	June 2028		—			—
1.00% First Priority Senior Secured Notes ^(b)(c)	January 2025		756			741
1.57% First Priority Senior Secured Notes	January 2026		1,525			1,525
4.875% First Priority Senior Secured Notes	July 2026		1,250			1,250
1.65% First Priority Senior Secured Notes	January 2027		400			400
1.50% First Priority Senior Secured Notes ^(b)	January 2027		405			397
5.50% First Priority Senior Secured Notes	April 2028		500			500
5.65% First Priority Senior Secured Notes	January 2034		800			—
4.50% Second Priority Senior Secured Notes	February 2026		291			291
5.625% Second Priority Senior Secured Notes	July 2027		500			500
Debt discounts and deferred fees			(36	)		(34	)
Finance leases and other	Various		37			41
Retired debt			—			279
Total long-term debt			8,714			8,980
Current portion of long-term debt			(24	)		(10	)
Long-term debt, less current portion		$	8,690		$	8,970

^(a)	Effectively 98% fixed interest rate with interest rate swaps (see Note 7).

^(b)	Euro denominated

^(c)	Indicates debt which has been classified as long-term debt in accordance with the Company’s ability and intention to refinance such obligations on a long-term basis..

During fiscal 2024, the Company extended the maturity date of $1,550million of its outstanding term loans to July 2029, and subsequently issued $800 million aggregate principal amount of 5.65% first priority senior secured notes due 2034. The proceeds were used to prepay the 0.95% First Priority Senior Secured Notes due in February 2024 and a portion of the existing term loan due in July 2026.

Debt discounts and deferred financing fees are presented net of Long-term debt, less the current portion on the Consolidated Balance Sheets and are amortized to Interest expense, net on the Consolidated Statements of Income through maturity.

7. Financial Instruments and Fair Value Measurements

In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors. The Company may use derivative financial instruments to help manage market risk and reduce the exposure to fluctuations in interest rates and foreign currencies. These financial instruments are not used for trading or other speculative purposes.

Cross-Currency Swaps

The Company is party to certain cross-currency swaps to hedge a portion of our foreign currency risk. The swap agreements mature June 2024 (€1,625 million) and July 2027 (£700 million). In addition to cross-currency swaps, we hedge a portion of our foreign currency risk by designating foreign currency denominated long-term debt as net investment hedges of certain foreign operations. As of March 30, 2024, we had outstanding long-term debt of €379 million that was designated as a hedge of our net investment in certain euro-denominated foreign subsidiaries. When valuing cross-currency swaps the Company utilizes Level 2 inputs (substantially observable).

Interest Rate Swaps

The primary purpose of the Company’s interest rate swap activities is to manage interest expense variability associated with our outstanding variable rate term loan debt. When valuing interest rate swaps the Company utilizes Level 2 inputs (substantially observable).

During fiscal 2024, the Company received net proceeds of $23million related to the settlement of existing interest rate swaps. The offset is included in Accumulated other comprehensive loss and is being amortized to Interest expense through the term of the original swaps. Following the transactions, the Company entered into a $450 million interest rate swap transaction, a $500 million interest rate swap transaction and extended an existing $400 million agreement all with expirations in June 2029.

As of March 30, 2024, the Company effectively had (i) an $884 million interest rate swap transaction that swaps a one-month variable SOFR contract for a fixed annual rate of 4.452%, with an expiration in June 2026 (ii) a $400 million interest rate swap transaction that swaps a one-month variable SOFR contract for a fixed annual rate of 4.008%, with an expiration in June 2029 (iii) a $450 million interest rate swap transaction that swaps a one-monthvariable SOFR contract for a fixed annual rate of 4.553%, with an expiration in June 2029, and (iv) a $500 million interest rate swap transaction that swaps a one-month variable SOFR contract for a fixed annual rate of 4.648%, with an expiration in June 2029.

The Company records the fair value positions of all derivative financial instruments on a net basis by counterparty for which a master netting arrangement is utilized. Balances on a gross basis are as follows:

Derivative Instruments	Hedge Designation	Balance Sheet Location	March 30, 2024		September 30, 2023
Cross-currency swaps	Designated	Other current liabilities		104		66
Cross-currency swaps	Designated	Other long-term liabilities		58		19
Interest rate swaps	Designated	Other assets		2		36
Interest rate swaps	Designated	Other long-term liabilities		34		—
Interest rate swaps	Not designated	Other assets		—		8
Interest rate swaps	Not designated	Other long-term liabilities		81		104

The effect of the Company’s derivative instruments on the Consolidated Statements of Income is as follows:

		Quarterly Period Ended						Two Quarterly Periods Ended
Derivative Instruments	Statements of Income Location	March 30, 2024			April 1, 2023			March 30, 2024			April 1, 2023
Cross-currency swaps	Interest expense	$	(10	)	$	(10	)	$	(20	)	$	(21	)
Interest rate swaps	Interest expense		(21	)		(11	)		(42	)		(17	)

Non-recurring Fair Value Measurements

The Company has certain assets that are measured at fair value on a non-recurring basis when impairment indicators are present or when the Company completes an acquisition. The Company adjusts certain long-lived assets to fair value only when the carrying values exceed the fair values. The categorization of the framework used to value the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. These assets that are subject to our annual impairment analysis primarily include our definite lived and indefinite lived intangible assets, including Goodwill and our property, plant and equipment. The Company reviews Goodwill and other indefinite lived assets for impairment as of the first day of the fourth fiscal quarter each year and more frequently if impairment indicators exist. The Company determined Goodwill and other indefinite lived assets were not impaired in our annual fiscal 2023 assessment. No impairment indicators were identified in the current quarter.

Included in the following table are the major categories of assets measured at fair value on a non-recurring basis as of March 30, 2024 and September 30, 2023, along with the impairment loss recognized on the fair value measurement during the period:

	As of March 30, 2024
	Level 1		Level 2		Level 3		Total		Impairment
Indefinite-lived trademarks	$	—	$	—	$	248	$	248	$	—
Goodwill		—		—		4,988		4,988		—
Definite lived intangible assets		—		—		1,353		1,353		—
Property, plant, and equipment		—		—		4,576		4,576		4
Total	$	—	$	—	$	11,165	$	11,165	$	4

	As of September 30, 2023
	Level 1		Level 2		Level 3		Total		Impairment
Indefinite-lived trademarks	$	—	$	—	$	248	$	248	$	—
Goodwill		—		—		4,981		4,981		—
Definite lived intangible assets		—		—		1,455		1,455		—
Property, plant, and equipment		—		—		4,576		4,576		8
Total	$	—	$	—	$	11,260	$	11,260	$	8

The Company’s financial instruments consist primarily of cash and cash equivalents, long-term debt, interest rate and cross-currency swap agreements, and finance lease obligations. The book value of our marketable long-term indebtedness exceeded fair value by $221 million as of March 30, 2024. The Company’s long-term debt fair values were determined using Level 2 inputs (substantially observable).

8. Income Taxes

On a year-to-date comparison to the statutory rate, the lower effective tax rate was positively impacted by share-based stock compensation, foreign rate differential, and other discrete items.

9. Segment and Geographic Data

The Company’s operations are organized into fourreporting segments: Consumer Packaging International, Consumer Packaging North America, Health, Hygiene & Specialties, and Flexibles. The structure is designed to align us with our customers, provide optimal service, drive future growth, and to facilitate synergies realization.

Selected information by reportable segment is presented in the following tables:

	Quarterly Period Ended				Two Quarterly Periods Ended
	March 30, 2024		April 1, 2023		March 30, 2024		April 1, 2023
Net sales:
Consumer Packaging International	$	968	$	1,059	$	1,885	$	1,995
Consumer Packaging North America		751		774		1,451		1,537
Health, Hygiene & Specialties		646		677		1,248		1,340
Flexibles		711		778		1,345		1,476
Total net sales	$	3,076	$	3,288	$	5,929	$	6,348
Operating income:
Consumer Packaging International	$	3	$	75	$	34	$	121
Consumer Packaging North America		77		93		140		164
Health, Hygiene & Specialties		33		34		30		68
Flexibles		95		99		161		158
Total operating income	$	208	$	301	$	365	$	511
Depreciation and amortization:
Consumer Packaging International	$	81	$	77	$	161	$	151
Consumer Packaging North America		57		54		114		105
Health, Hygiene & Specialties		45		44		91		88
Flexibles		31		25		62		55
Total depreciation and amortization	$	214	$	200	$	428	$	399

Selected information by geographical region is presented in the following tables:

	Quarterly Period Ended				Two Quarterly Periods Ended
	March 30, 2024		April 1, 2023		March 30, 2024		April 1, 2023
Net sales:
United States and Canada	$	1,672	$	1,751	$	3,233	$	3,447
Europe		1,125		1,237		2,136		2,286
Rest of world		279		300		560		615
Total net sales	$	3,076	$	3,288	$	5,929	$	6,348

10. Contingencies and Commitments

The Company is party to various legal proceedings involving routine claims which are incidental to its business. Although the Company’s legal and financial liability with respect to such proceedings cannot be estimated with certainty, we believe that any ultimate liability would not be material to our financial position, results of operations or cash flows.

The Company has various purchase commitments for raw materials, supplies, and property and equipment incidental to the ordinary conduct of business.

11. Basic and Diluted Earnings Per Share

Basic net income or earnings per share ("EPS") is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents.

Diluted EPS includes the effects of options and restricted stock units, if dilutive.

The following tables provide a reconciliation of the numerator and denominator of the basic and diluted EPS calculations:

	Quarterly Period Ended				Two Quarterly Periods Ended
(in millions, except per share amounts)	March 30, 2024		April 1, 2023		March 30, 2024		April 1, 2023
Numerator
Consolidated net income	$	116	$	174	$	175	$	280
Denominator
Weighted average common shares outstanding - basic		115.6		120.7		115.6		122.2
Dilutive shares		2.6		1.8		2.9		1.1
Weighted average common and common equivalent shares outstanding - diluted		118.2		122.5		118.5		123.3

Per common share earnings
Basic	$	1.00	$	1.44	$	1.51	$	2.29
Diluted	$	0.98	$	1.42	$	1.48	$	2.27

2.2 million and 2.3 million shares were excluded from the diluted EPS calculation for the quarterly and two quarterly periods ended March 30, 2024 as their effect would be anti-dilutive. 1.2 million and 2.6 million shares were excluded for the quarterly and two quarterly periods ended April 1, 2023.

12. Accumulated Other Comprehensive Loss

The components and activity of Accumulated other comprehensive loss are as follows:

Quarterly Period Ended	Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Derivative Instruments			Accumulated Other Comprehensive Loss
Balance at December 30, 2023	$	(201	)	$	(84	)	$	11		$	(274	)
Other comprehensive income (loss) before reclassifications		(70	)		—			27			(43	)
Net amount reclassified		—			—			(9	)		(9	)
Balance at March 30, 2024	$	(271	)	$	(84	)	$	29		$	(326	)

	Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Derivative Instruments			Accumulated Other Comprehensive Loss
Balance at December 31, 2022	$	(314	)	$	(32	)	$	83		$	(263	)
Other comprehensive income (loss) before reclassifications		60			—			(21	)		39
Net amount reclassified		—			—			(10	)		(10	)
Balance at April 1, 2023	$	(254	)	$	(32	)	$	52		$	(234	)

Two Quarterly Periods Ended	Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Derivative Instruments			Accumulated Other Comprehensive Loss
Balance at September 30, 2023	$	(340	)	$	(84	)	$	88		$	(336	)
Other comprehensive income (loss) before reclassifications		69			—			(38	)		31
Net amount reclassified		—			—			(21	)		(21	)
Balance at March 30, 2024	$	(271	)	$	(84	)	$	29		$	(326	)

	Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Derivative Instruments			Accumulated Other Comprehensive Loss
Balance at October 1, 2022	$	(455	)	$	(32	)	$	84		$	(403	)
Other comprehensive income (loss) before reclassifications		201			—			(16	)		185
Net amount reclassified		—			—			(16	)		(16	)
Balance at April 1, 2023	$	(254	)	$	(32	)	$	52		$	(234	)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

Business. The Company’s operations are organized into four operating segments: Consumer Packaging International, Consumer Packaging North America, Health, Hygiene & Specialties, and Flexibles. The structure is designed to align us with our customers, provide improved service, drive future growth, and to facilitate synergies realization. The Consumer Packaging International segment primarily consists of closures and dispensing systems, pharmaceutical devices and packaging, bottles and canisters, and containers. The Consumer Packaging North America segment primarily consists of containers and pails, foodservice, closures, bottles, prescription vials, and tubes. The Health, Hygiene & Specialties segment primarily consists of healthcare, hygiene, specialties, and tapes. The Flexibles segment primarily consists of stretch and shrink films, converter films, institutional can liners, food and consumer films, retail bags, and agriculture films.

Raw Material Trends. Our primary raw material is polymer resin. In addition, we use other materials such as colorants, linerboard, and packaging materials in various manufacturing processes. While temporary industry-wide shortages of raw materials have occurred, we have historically been able to manage the supply chain disruption by working closely with our suppliers and customers. Changes in the price of raw materials are generally passed on to customers through contractual price mechanisms over time, during contract renewals and other means.

Outlook. The Company is affected by general economic and industrial growth, raw material availability, cost inflation, supply chain disruptions, and general industrial production. Our business has both geographic and end market diversity, which reduces the effect of any one of these factors on our overall performance. Our results are affected by our ability to pass through raw material and other cost changes to our customers, improve manufacturing productivity, and adapt to volume changes of our customers. Despite global macro-economic challenges in the short-term attributed to continued rising inflation and general market softness, we continue to believe our underlying long-term fundamentals in all divisions remain strong. For fiscal 2024, we project cash flow from operations between $1.35 to $1.45 billion and free cash flow between $800 to $900 million. Projected fiscal 2024 free cash flow assumes $550 million of capital spending. For the calculation of free cash flow and further information related to free cash flow as a non-GAAP financial measure, see “Liquidity and Capital Resources.”

Results of Operations

Comparison of the Quarterly Period Ended March 30, 2024 (the “Quarter”) and the Quarterly Period Ended April 1, 2023 (the “Prior Quarter”)

Business integration expenses consist of restructuring and impairment charges, divestiture related costs, and other business optimization costs. Tables present dollars in millions.

Consolidated Overview
	Quarter		Prior Quarter		$ Change			% Change
Net sales	$	3,076	$	3,288	$	(212	)		(6	)%
Cost of goods sold		2,509		2,682		(173	)		(6	)%
Other operating expenses		359		305		54			18	%
Operating income	$	208	$	301	$	(93	)		(31	)%

Net Sales: The net sales decline is primarily attributed to decreased selling prices of $153 million due to the pass through of lower polymer costs and a 2% volume decline partially offset by a favorable impact from foreign currency changes. The volume decline is primarily attributed to continued general market softness.

Cost of goods sold: The cost of goods sold decrease is primarily attributed to lower raw material prices and the volume decline, partially offset by foreign currency changes.

Other operating expenses: The other operating expenses increase is primarily attributed to a $57 million loss from divestitures.

Operating Income: The operating income decrease is primarily attributed to a $15 million unfavorable impact from the volume decline, a $57 million loss from divestitures, a $15 million increase in depreciation and amortization expense and a $10 million unfavorable impact from price cost spread.

Consumer Packaging International
	Quarter		Prior Quarter		$ Change			% Change
Net sales	$	968	$	1,059	$	(91	)		(9	)%
Operating income	$	3	$	75	$	(72	)		(96	)%

Net sales: The net sales decline in the Consumer Packaging International segment is primarily attributed to decreased selling prices of $75 million and a $20 million decline from divestures in the quarter.

Operating income: The operating income decrease is primarily attributed to a $57 million loss from divestitures, an increase in depreciation and amortization expense.

Consumer Packaging North America
	Quarter		Prior Quarter		$ Change			% Change
Net sales	$	751	$	774	$	(23	)		(3	)%
Operating income	$	77	$	93	$	(16	)		(17	)%

Net sales: The net sales decline in the Consumer Packaging North America segment is primarily attributed to a 3% volume decline from continued general market softness and decreased selling prices of $11 million, partially offset by acquisition sales of $12 million.

Operating income: The operating income decrease is primarily attributed to a $12 million unfavorable impact from price cost spread and an unfavorable impact from the volume decline partially offset by earnings from acquisition.

Health, Hygiene & Specialties
	Quarter		Prior Quarter		$ Change			% Change
Net sales	$	646	$	677	$	(31	)		(5	)%
Operating income	$	33	$	34	$	(1	)		(3	)%

Net sales: The net sales decline in the Health, Hygiene & Specialties segment is primarily attributed to decreased selling prices of $25 million and a 2% volume decline, partially offset by a favorable impact from foreign currency changes.

Operating income: The operating income decrease is primarily attributed to a slightly unfavorable impact from price cost spread.

Flexibles
	Quarter		Prior Quarter		$ Change			% Change
Net sales	$	711	$	778	$	(67	)		(9	)%
Operating income	$	95	$	99	$	(4	)		(4	)%

Net sales: The net sales decline in the Flexibles segment is primarily attributed to decreased selling prices of $41 million and a 4% volume decline in our North American transportation and shrink film markets.

Operating income: The operating income decrease is primarily attributed to the unfavorable impact from lower volumes and an increase in depreciation and amortization expense, partially offset by a favorable impact from price cost spread.

Changes in Comprehensive Income

The $139 million decline in comprehensive income from the Prior Quarter is primarily attributed to a $130 million unfavorable change in currency translation and a $49 million favorable change in the fair value of derivative instruments, net of tax, partially offset by a $58 million decline in net income. Currency translation changes are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the Quarter was primarily attributed to locations utilizing the Euro and British pound sterling as their functional currency. As part of the overall risk management, the Company uses derivative instruments to (i) reduce our exposure to changes in interest rates attributed to the Company’s borrowings and (ii) reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in fiscal 2024 versus fiscal 2023 is primarily attributed to the change in the forward interest and foreign exchange curves between measurement dates.

Comparison of the Two Quarterly Periods Ended March 30, 2024 (the “YTD”) and the Two Quarterly Periods Ended April 1, 2023 (the “Prior YTD”)

Business integration expenses consist of restructuring and impairment charges, divestiture related costs, and other business optimization costs. Tables present dollars in millions.

Consolidated Overview
	YTD		Prior YTD		$ Change			% Change
Net sales	$	5,929	$	6,348	$	(419	)		(7	)%
Cost of goods sold		4,888		5,224		(336	)		(6	)%
Other operating expenses		676		613		63			10	%
Operating income	$	365	$	511	$	(146	)		(29	)%

Net Sales: The net sales decline is primarily attributed to decreased selling prices of $342 million due to the pass through of lower polymer costs and a 3% volume decline partially offset by a $92 million favorable impact from foreign currency changes. The volume decline is primarily attributed to continued general market softness.

Cost of goods sold: The cost of goods sold decrease is primarily attributed to lower raw material prices and the volume decline, partially offset by foreign currency changes.

Other operating expenses: The other operating expenses increase is primarily attributed to a $57 million loss from divestitures and costs associated with the announced spin-off and merger of our Health, Hygiene & Specialties Global Nonwovens and Films business with Glatfelter.

Operating Income: The operating income decrease is primarily attributed to a $31 million unfavorable impact from the volume decline, a $57 million loss from divestitures, a $28 million increase in depreciation and amortization expense, a $27 million unfavorable impact from price cost spread and a $13 million unfavorable impact from hyperinflation in our Argentinian subsidiary, partially offset by a $14 million favorable impact from foreign currency changes.

Consumer Packaging International
	YTD		Prior YTD		$ Change			% Change
Net sales	$	1,885	$	1,995	$	(110	)		(6	)%
Operating income	$	34	$	121	$	(87	)		(72	)%

Net sales: The net sales decline in the Consumer Packaging International segment is primarily attributed to decreased selling prices of $106 million, a 3% volume decline and a $20 million decline from divestures in the YTD partially offset by a $55 million favorable impact from foreign currency changes.

Operating income: The operating income decrease is primarily attributed to a $57 million loss from divestitures, an $11 million increase in depreciation and amortization expense, an $11 million unfavorable impact from price cost spread and unfavorable impact from the volume decline, partially offset by an $8 million favorable impact from foreign currency changes.

Consumer Packaging North America
	YTD		Prior YTD		$ Change			% Change
Net sales	$	1,451	$	1,537	$	(86	)		(6	)%
Operating income	$	140	$	164	$	(24	)		(15	)%

Net sales: The net sales decline in the Consumer Packaging North America segment is primarily attributed to decreased selling prices of $57 million and a 3% volume decline from general market softness, partially offset by acquisition sales of $23 million.

Operating income: The operating income decrease is primarily attributed to a $14 million unfavorable impact from price cost spread, an $11 million unfavorable impact from the volume decline and an increase in depreciation and amortization expense, partially offset by earnings from acquisition.

Health, Hygiene & Specialties
	YTD		Prior YTD		$ Change			% Change
Net sales	$	1,248	$	1,340	$	(92	)		(7	)%
Operating income	$	30	$	68	$	(38	)		(56	)%

Net sales: The net sales decline in the Health, Hygiene & Specialties segment is primarily attributed to decreased selling prices of $89 million and a 2% volume decline from softness in our hygiene and specialty markets, partially offset by a $25 million favorable impact from foreign currency changes.

Operating income: The operating income decrease is primarily attributed to a $16 million unfavorable impact from price cost spread, a $13 million unfavorable impact from hyperinflation in our Argentinian subsidiary, and a $9 million increase in business optimization expense related to both plant rationalizations and costs associated with the announced spin-off and merger of our Health, Hygiene & Specialties Global Nonwovens and Films business with Glatfelter.

Flexibles
	YTD		Prior YTD		$ Change			% Change
Net sales	$	1,345	$	1,476	$	(131	)		(9	)%
Operating income	$	161	$	158	$	3			2	%

Net sales: The net sales decline in the Flexibles segment is primarily attributed to decreased selling prices of $90 million and a 4% volume decline, partially offset by a favorable impact from foreign currency changes.

Operating income: The operating income increase is primarily attributed to a $14 million favorable impact from price cost spread partially offset by a $10 million unfavorable impact from lower volumes.

Changes in Comprehensive Income

The $264 million decline in comprehensive income from the Prior YTD was primarily attributed to a $132 million unfavorable change in currency translation, a $27 million unfavorable change in the fair value of derivative instruments, net of tax, and a $105 million decline in net income. Currency translation changes are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the YTD was primarily attributed to locations utilizing the Euro and British pound sterling as their functional currency. As part of the overall risk management, the Company uses derivative instruments to (i) reduce our exposure to changes in interest rates attributed to the Company’s borrowings and (ii) reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in fiscal 2024 versus fiscal 2023 is primarily attributed to the change in the forward interest and foreign exchange curves between measurement dates.

Liquidity and Capital Resources

Senior Secured Credit Facility

We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances. At the end of the Quarter, the Company had no outstanding balance on its $1,000 million asset-based revolving line of credit that matures in June 2028. The Company was in compliance with all covenants at the end of the Quarter.

Cash Flows

Net cash from operating activities decreased $168 million from the Prior YTD primarily attributed to higher working capital.

Net cash used in investing activities decreased $187 million from the Prior YTD primarily attributed to the acquisition of Pro-Western in the Prior YTD compared to the proceeds from business divestitures in the YTD.

Net cash used in financing activities decreased $16 million from the Prior YTD primarily attributed to higher repayments of long-term debt in the YTD, partially offset by lower share repurchases.

Dividend Payments

The Company declared and paid a cash dividend of $0.2755 per share during each of the first fiscal quarter ended December 30, 2023, and the second fiscal quarter ended March 30, 2024.

Share Repurchases

YTD fiscal 2024, the Company repurchased approximately 1.5 million shares for $88 million. Authorized share repurchases of $353 million remain available to the Company.

Free Cash Flow

Our consolidated free cash flow for the YTD and Prior YTD are summarized as follows:

	March 30, 2024			April 1, 2023
Cash flow from operating activities	$	—		$	168
Additions to property, plant and equipment, net		(333	)		(385	)
Free cash flow	$	(333	)	$	(217	)

We use free cash flow as a supplemental measure of liquidity as it assists us in assessing our ability to fund growth through generation of cash. Free cash flow may be calculated differently by other companies, including other companies in our industry or peer group, limiting its usefulness on a comparative basis. Free cash flow is not a financial measure presented in accordance with generally accepted accounting principles ("GAAP") and should not be considered as an alternative to any other measure determined in accordance with GAAP.

Liquidity Outlook

At March 30, 2024, our cash balance was $494 million, which was primarily located outside the U.S. We believe our existing U.S. based cash and cash flow from U.S. operations, together with available borrowings under our senior secured credit facilities, will be adequate to meet our short-term and long-term liquidity needs with the exception of funds needed to cover all long-term debt obligations, which we intend to refinance prior to maturity. The Company has the ability to repatriate the cash located outside the U.S. to the extent not needed to meet operational and capital needs without significant restrictions.

Summarized Guarantor Financial Information

Berry Global, Inc. (“Issuer”) has notes outstanding which are fully, jointly, severally, and unconditionally guaranteed by its parent, Berry Global Group, Inc. (for purposes of this section, “Parent”) and substantially all of Issuer’s domestic subsidiaries. Separate narrative information or financial statements of the guarantor subsidiaries have not been included because they are 100% owned by Parent and the guarantor subsidiaries unconditionally guarantee such debt on a joint and several basis. A guarantee of a guarantor subsidiary of the securities will terminate upon the following customary circumstances: the sale of the capital stock of such guarantor if such sale complies with the indentures, the designation of such guarantor as an unrestricted subsidiary, the defeasance or discharge of the indenture or in the case of a restricted subsidiary that is required to guarantee after the relevant issuance date, if such guarantor no longer guarantees certain other indebtedness of Issuer. The guarantees of the guarantor subsidiaries are also limited as necessary to prevent them from constituting a fraudulent conveyance under applicable law and any guarantees guaranteeing subordinated debt are subordinated to certain other of the Company’s debts. Parent also guarantees Issuer’s term loans and revolving credit facilities. The guarantor subsidiaries guarantee our term loans and are co-borrowers under our revolving credit facility.

Presented below is summarized financial information for the Parent, Issuer and guarantor subsidiaries on a combined basis, after intercompany transactions have been eliminated.

	Two Quarterly Periods Ended
	March 30, 2024
Net sales	$	3,120
Gross profit		625
Earnings from continuing operations		185
Net income	$	185

Includes $2 million of income associated with intercompany activity with non-guarantor subsidiaries.

	March 30, 2024		September 30, 2023
Assets
Current assets	$	1,411	$	1,975
Noncurrent assets		5,805		5,997

Liabilities
Current liabilities	$	976	$	1,363
Intercompany payable		874		754
Noncurrent liabilities		9,953		10,271

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We are exposed to market risk from changes in interest rates primarily through our senior secured credit facilities and accounts receivable supply chain finance factoring programs. Our senior secured credit facilities are comprised of (i) $2.3 billion term loans and (ii) a $1.0 billion revolving credit facility with no borrowings outstanding. Borrowings under our senior secured credit facilities bear interest at a rate equal to an applicable margin plus SOFR. The applicable margin for SOFR rate borrowings under the revolving credit facility ranges from 1.25% to 1.50%, and the margin for the term loans is 1.75% per annum. As of period end, the SOFR rate of approximately 5.34% was applicable to the term loans. A change of 0.25% on these floating interest rate exposures would increase our annual interest expense by approximately $1 million.

We seek to minimize interest rate volatility risk through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. These financial instruments are not used for trading or other speculative purposes. (See Note 7.)

Foreign Currency Risk

As a global company, we face foreign currency risk exposure from fluctuating currency exchange rates, primarily the U.S. dollar against the euro, British pound sterling, Brazilian real, Chinese renminbi, Canadian dollar and Mexican peso. Significant fluctuations in currency rates can have a substantial impact, either positive or negative, on our revenue, cost of sales, and operating expenses. Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates and impact our Comprehensive income. A 10% decline in foreign currency exchange rates would have had a $2 million unfavorable impact on our Net income for the two quarterly periods ended March 30, 2024. (See Note 7.)

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Under applicable Securities and Exchange Commission regulations, management of a reporting company, with the participation of the principal executive officer and principal financial officer, must periodically evaluate the company’s “disclosure controls and procedures,” which are defined generally as controls and other procedures of a reporting company designed to ensure that information required to be disclosed by the reporting company in its periodic reports filed with the commission (such as this Form 10-Q) is recorded, processed, summarized, and reported on a timely basis.

The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.

(b) Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the Quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

There have been no material changes in legal proceedings from the items disclosed in our most recent Form 10-K filed with the Securities and Exchange Commission.

Item 1A. Risk Factors

Before investing in our securities, we recommend that investors carefully consider the risks described in our most recent Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission, including those under the heading “Risk Factors” and other information contained in this Quarterly Report. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Additionally, we caution readers that the list of risk factors discussed in our most recent Form 10-K and subsequent periodic reports may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. Accordingly, readers should not place undue reliance on those statements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Repurchases of Equity Securities

The following table summarizes the Company's repurchases of its common stock during the Quarterly Period ended March 30, 2024.

Fiscal Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) ^(a)
January		63,682	$	65.97		63,682	$	431
February		672,644		58.27		672,644		391
March		635,800		59.49		635,800		353
Total		1,372,126	$	59.19		1,372,126	$	353

(a)	All open market purchases during the quarter were made under the 2023 authorization from our board of directors.

Item 5. Other Information

Rule 10b5-1 Plan Elections

No officers or directors, as defined in Rule 16a-1(f), adopted, modified and/or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as defined in Regulation S-K Item 408, during the second quarter of fiscal 2024.

Item 6. Exhibits

Exhibit No.		Description of Exhibit
2.1+		RMT Transaction Agreement, dated February 6, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc., Glatfelter Corporation, Treasure Merger Sub I, Inc. and Treasure Merger Sub II, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 12, 2024).
2.2+		Separation and Distribution Agreement, dated February 6, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter Corporation (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on February 12, 2024).
3.1*		Amended and Restated Certificate of Incorporation of Berry Global Group, Inc., as amended through February 14, 2024.
3.2		Amended and Restated Bylaws of Berry Global Group, Inc., effective February 14, 2024 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 15, 2024).
4.1		Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee and Collateral Agent, relating to the 5.650% First Priority Senior Secured Notes due 2034, dated January 17, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 17, 2024).
4.2		Registration Rights Agreement, by and among Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global, Inc. identified therein, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 5.650% First Priority Senior Secured Notes due 2034, dated January 17, 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 17, 2024).
10.1		Tax Matters Agreement, dated February 6, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 12, 2024).
10.2		Employee Matters Agreement, dated February 6, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 12, 2024).
22.1*		Subsidiary Guarantors.
31.1*		Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
31.2*		Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
32.1**		Section 1350 Certification of the Chief Executive Officer.
32.2**		Section 1350 Certification of the Chief Financial Officer.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith

**	Furnished herewith

+	Certain schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish copies of such schedules (or similar attachments) to the U.S. Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Berry Global Group, Inc.

May 9, 2024	By:	/s/ Mark W. Miles
		Mark W. Miles
		Chief Financial Officer

Berry Global - 10-Q quarterly report FY2024 Q2

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