BERRY GLOBAL GROUP, INC. - Quarter Report: 2022 January (Form 10-Q)

---

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the quarterly period ended January 1, 2022

OR

For the transition period from __________ to __________

Commission File Number 001-35672

BERRY GLOBAL GROUP, INC.

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

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.

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 135.3 million shares of common stock outstanding at February 3, 2022.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Information included in 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, contain 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” 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 January 1, 2022

Berry Global Group, Inc.

Consolidated Statements of Income

(Unaudited)

(in millions of dollars, except per share amounts)

Consolidated Statements of Comprehensive Income

(Unaudited)

(in millions of dollars)

See notes to consolidated financial statements.

Berry Global Group, Inc.

Consolidated Balance Sheets

(in millions of dollars)

See notes to consolidated financial statements.

Berry Global Group, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(in millions of dollars)

See notes to consolidated financial statements.

Berry Global Group, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(in millions of dollars)

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)

		Quarterly Period Ended
		January 1, 2022				January 2, 2021
Consumer Packaging International		$	2			$	3
Consumer Packaging North America			1				1
Health, Hygiene & Specialties			(1	)			—
Engineered Materials(1)			1				(5	)
Consolidated		$	3			$	(1	)

(1)	January 2, 2021 includes $7 million pretax gain on the sale of U.S. Flexible Packaging Converting business

		Restructuring
		Employee Severance and Benefits				Facility Exit Costs				Total
Balance at October 2, 2021		$	6			$	5			$	11
Charges			2				1				3
Cash			(2	)			(1	)			(3	)
Balance at January 1, 2022		$	6			$	5			$	11

Leases	Classification		January 1, 2022				October 2, 2021
Operating leases:
Operating lease right-of-use assets	Right-of-use asset		$	543			$	562
Current operating lease liabilities	Other current liabilities			111				113
Noncurrent operating lease liabilities	Operating lease liability			448				466
Finance leases:
Finance lease right-of-use assets	Property, plant, and equipment, net		$	53			$	57
Current finance lease liabilities	Current portion of long-term debt			14				14
Noncurrent finance lease liabilities	Long-term debt, less current portion			35				38

				Quarterly Period Ended
Lease Type	Cash Flow Classification	Lease Expense Category		January 1, 2022				January 2, 2021
Operating	Operating	Lease cost		$	34			$	31
Finance	Operating	Interest expense			1				1
Finance	Financing				2				11
Finance	_	Amortization of right-of-use assets			3				4

Facility	Maturity Date		January 1, 2022				October 2, 2021
Term loan	July 2026		$	3,440				3,440
Revolving line of credit	May 2024			—				—
0.95% First Priority Senior Secured Notes	February 2024			800				800
1.00% First Priority Senior Secured Notes (a)	July 2025			792				810
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 (a)	July 2027			424				434
4.50% Second Priority Senior Secured Notes	February 2026			300				300
5.625% Second Priority Senior Secured Notes	July 2027			500				500
Debt discounts and deferred fees				(73	)			(77	)
Finance leases and other	Various			73				78
Total long-term debt				9,431				9,460
Current portion of long-term debt				(20	)			(21	)
Long-term debt, less current portion			$	9,411				9,439

(a)	Euro denominated

Derivative Instruments	Hedge Designation	Balance Sheet Location		January 1, 2022				October 2, 2021
Cross-currency swaps	Designated	Other long-term liabilities			286				323
Interest rate swaps	Designated	Other long-term liabilities			47				82
Interest rate swaps	Not designated	Other long-term liabilities			46				49

			Quarterly Period Ended
Derivative Instruments	Statements of Income Location		January 1, 2022				January 2, 2021
Cross-currency swaps	Interest expense		$	(3	)		$	(3	)
Interest rate swaps	Interest expense			13				17

		As of January 1, 2022
		Level 1				Level 2				Level 3				Total				Impairment
Indefinite-lived trademarks		$	—			$	—			$	248			$	248			$	—
Goodwill			—				—				5,162				5,162				—
Definite lived intangible assets			—				—				1,919				1,919				—
Property, plant, and equipment			—				—				4,672				4,672				—
Total		$	—			$	—			$	12,001			$	12,001			$	—

		As of October 2, 2021
		Level 1				Level 2				Level 3				Total				Impairment
Indefinite-lived trademarks		$	—			$	—			$	248			$	248			$	—
Goodwill			—				—				5,192				5,192				—
Definite lived intangible assets			—				—				1,994				1,994				—
Property, plant, and equipment			—				—				4,677				4,677				1
Total		$	—			$	—			$	12,111			$	12,111			$	1

		Quarterly Period Ended
		January 1, 2022				January 2, 2021
Net sales:
Consumer Packaging International		$	1,056			$	988
Consumer Packaging North America			852				686
Health, Hygiene & Specialties			818				740
Engineered Materials			847				722
Total net sales		$	3,573			$	3,136
Operating income:
Consumer Packaging International		$	69			$	76
Consumer Packaging North America			46				59
Health, Hygiene & Specialties			62				96
Engineered Materials			52				73
Total operating income		$	229			$	304
Depreciation and amortization:
Consumer Packaging International		$	82			$	84
Consumer Packaging North America			54				56
Health, Hygiene & Specialties			45				45
Engineered Materials			30				30
Total depreciation and amortization		$	211			$	215

		Quarterly Period Ended
		January 1, 2022				January 2, 2021
Net sales:
United States & Canada		$	1,952			$	1,677
Europe			1,217				1,093
Rest of world			404				366
Total net sales		$	3,573			$	3,136

		Quarterly Period Ended
(in millions, except per share amounts)		January 1, 2022				January 2, 2021
Numerator
Consolidated net income		$	121			$	130
Denominator
Weighted average common shares outstanding - basic			135.4				133.6
Dilutive shares			3.5				2.1
Weighted average common and common equivalent shares outstanding - diluted			138.9				135.7
Per common share earnings
Basic		$	0.89			$	0.97
Diluted		$	0.87			$	0.96

Quarterly Period Ended		Currency Translation				Defined Benefit Pension and Retiree Health Benefit Plans				Derivative Instruments				Accumulated Other Comprehensive Loss
Balance at October 2, 2021		$	(154	)		$	(67	)		$	(75	)		$	(296	)
Other comprehensive income before reclassifications			(22	)			—				26				4
Net amount reclassified from accumulated other comprehensive loss			—				—				3				3
Balance at January 1, 2022		$	(176	)		$	(67	)		$	(46	)		$	(289	)

		Currency Translation				Defined Benefit Pension and Retiree Health Benefit Plans				Derivative Instruments				Accumulated Other Comprehensive Loss
Balance at September 26, 2020		$	(278	)		$	(116	)		$	(157	)		$	(551	)
Other comprehensive income before reclassifications			178				—				15				193
Net amount reclassified from accumulated other comprehensive loss			—				—				2				2
Balance at January 2, 2021		$	(100	)		$	(116	)		$	(140	)		$	(356	)

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 Engineered Materials.  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 containers, closures and dispensing systems, pharmaceutical devices and packaging, bottles and canisters, and technical components.  The Consumer Packaging North America segment primarily consists of containers and pails, foodservice, closures, overcaps, bottles, prescription vials, and tubes.  The Health, Hygiene & Specialties segment primarily consists of nonwoven specialty materials, tapes and adhesives, and films used in hygiene, infection prevention, personal care, industrial, construction, and filtration applications.  The Engineered Materials 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 butyl rubber, adhesives, paper and packaging materials, linerboard, rayon, polyester fiber, and foil, 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.  Supply shortages can lead to increased raw material price volatility, which we have experienced in recent quarters.  Increases in the price of raw materials are generally able to be passed on to customers through contractual price mechanisms over time and other means. We expect supply chain challenges to continue throughout fiscal 2022 and will continue to work closely with our suppliers and customers in an effort to minimize any impact.

Outlook.  The Company is affected by general economic and industrial growth, raw material availability, cost inflation, supply chain disruptions, and general industrial production.  The COVID-19 pandemic has resulted in both advantaged and disadvantaged products within all segments.  During fiscal 2022, we anticipate a headwind as the advantaged products, particularly in our Health, Hygiene & Specialties segment, related to the COVID-19 pandemic moderate while recovery of disadvantaged products lags with the ultimate impact being affected by both the duration certain products remain advantaged and timing of when disadvantaged products normalize. 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.  By providing advantaged products in targeted markets, we continue to believe our underlying long-term demand fundamental in all divisions will remain strong as we focus on delivering protective solutions that enhance consumer safety and execute on the Company’s mission statement of “Always Advancing to Protect What’s Important.”  For fiscal 2022, we project cash flow from operations between $1.8 to $1.7 billion, which assumes the benefit from the lag in recovery of fiscal 2021 inflation, improved supply chains, and free cash flow between $1 billion to $900 million.  Projected fiscal 2022 free cash flow assumes $800 million of capital spending.  For the definition 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 January 1, 2022 (the “Quarter”) and the Quarterly Period Ended January 2, 2021 (the “Prior Quarter”)

The Company’s U.S. based results for the Quarter and Prior Quarter are based on a thirteen and fourteen week period, respectively.   Business integration expenses consist of restructuring and impairment charges, divestiture related costs, and other business optimization costs.  Tables present dollars in millions.

Net Sales:  The net sales growth is primarily attributed to increased selling prices of $706 million due to the pass through of inflation, partially offset by a $112 million decrease from extra shipping days in the Prior Quarter, a 3% volume decline, Prior Quarter divestiture sales of $48 million, and a $17 million unfavorable impact from foreign currency changes.  The volume decline is primarily attributed to supply chain disruptions and the moderation of advantaged products related to the COVID-19 pandemic.

Cost of goods sold:  The cost of goods sold increase is primarily attributed to inflation, partially offset by a $78 million impact from the volume decline, an $85 million impact from extra shipping days in the Prior Quarter, and Prior Quarter divestiture cost of goods sold of $38 million.

Other operating expenses:  The other operating expenses decrease is primarily attributed to lower amortization expense in the Quarter and extra shipping days in the Prior Quarter, partially offset by a gain on the divested business in the Prior Quarter.

Operating Income:  The operating income decrease is primarily attributed to a $41 million unfavorable impact from price cost spread and product mix, a $19 million unfavorable impact from extra shipping days in the Prior Quarter, a $15 million decrease from the volume decline, and an unfavorable impact from Prior Quarter divestiture operating income.

Net Sales:  The net sales growth in the Consumer Packaging International segment is primarily attributed to increased selling prices of $116 million due to the pass through of inflation, partially offset by a $16 million unfavorable impact from foreign currency changes, a 1% volume decline, and Prior Quarter divestiture sales of $14 million.

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

Net Sales:  The net sales growth in the Consumer Packaging North America segment is primarily attributed to increased selling prices of $216 million due to the pass through of inflation, partially offset by a $34 million decrease from extra shipping days in the Prior Quarter, and a 2% volume decline.  The volume decline is primarily attributed to supply chain disruptions.

Operating Income:  The operating income decrease is primarily attributed to a $7 million unfavorable impact from price cost spread, and a $6 million decrease from extra shipping days in the Prior Quarter.

Net Sales:  The net sales growth in the Health, Hygiene & Specialties segment is primarily attributed to increased selling prices of $143 million due to the pass through of inflation, partially offset by a $36 million decrease from extra shipping days in the Prior Quarter, and a 4% volume decline.  The volume decline is primarily attributed to supply chain disruptions and the moderation of advantaged products related to the COVID-19 pandemic.

Operating Income:  The operating income decrease is primarily attributed to a $22 million unfavorable impact from price cost spread and product mix, a $7 million unfavorable impact from extra shipping days in the Prior Quarter, and an $8 million decrease from the volume decline.

Net Sales:  The net sales growth in the Engineered Materials segment is primarily attributed to increased selling prices of $231 million due to the pass through of inflation, partially offset by a $37 million decrease from extra shipping days in the Prior Quarter, a 4% volume decline, and Prior Quarter divestiture sales of $34 million.  The volume decline is primarily attributed to supply chain disruptions.

Operating Income:  The operating income decrease is primarily attributed to a $13 million unfavorable impact from Prior Quarter divestiture operating income and a $5 million negative impact from extra shipping days in the Prior Quarter.

The other expense decrease is primarily attributed to foreign currency changes related to the remeasurement of non-operating intercompany balances in the Prior Quarter.

The interest expense decrease is primarily the result of refinancing activities and repayment of borrowings in fiscal 2021.

Changes in Comprehensive Income

The $197 million decrease in Comprehensive income from Prior Quarter is primarily attributed to a $200 million decrease in currency translation and a $9 million decline in Net income, partially offset by a $12 million favorable change in the fair value of derivative instruments, net of tax.  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 was primarily attributed to locations utilizing the Euro, British pound sterling, Canadian Dollar and Chinese Renminbi as their functional currency.  As part of the overall risk management, the Company uses derivative instruments to reduce exposure to changes in interest rates attributed to the Company’s floating-rate borrowings and records changes to the fair value of these instruments in Accumulated other comprehensive loss.  The change in fair value of these instruments in fiscal 2022 versus fiscal 2021 is primarily attributed to a change in the forward interest curve 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 $950 million asset-based revolving line of credit that matures in May 2024.  The Company was in compliance with all covenants at the end of the Quarter.

Cash Flows

Net cash from operating activities decreased $619 million from the Prior Quarter primarily attributed to working capital inflation and the timing of payables.

Net cash used in investing activities increased $140 million from the Prior Quarter primarily attributed to the U.S. Flexible Packaging Converting disposition in the Prior Quarter.

Net cash used in financing activities decreased $194 million from the Prior Quarter primarily attributed to decreased net debt repayments, partially offset by share repurchases in the Quarter.

Share Repurchases

During the quarter, the Company repurchased 728 thousand shares for $51 million.  In February 2022, the Company announced a new board authorized $1 billion share repurchase program with the intent to repurchase at least $350 million this year.  (See Note 13.)

Free Cash Flow

Our consolidated free cash flow for the Quarter and Fiscal 2022 Outlook are summarized as follows:

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 January 1, 2022, our cash balance was $582 million, which was primarily located outside the U.S.  We believe our existing and future 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.

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

Includes $632 million and $629 million of intercompany payables due to non-guarantor subsidiaries as of January 1, 2022 and October 2, 2021, respectively.

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. Our senior secured credit facilities are comprised of (i) $3.4 billion term loans and (ii) a $950 million 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 LIBOR.  The applicable margin for LIBOR rate borrowings under the revolving credit facility ranges from 1.25% to 1.50%, and the margin for term loans is 1.75% per annum. As of period end, the LIBOR rate of approximately 0.10% was applicable to the term loans. A 0.25% change in LIBOR would increase our annual interest expense by $3 million on variable rate term loans.

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 $6 million unfavorable impact on our Net income for the quarterly period ended January 1, 2022. (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 ended 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 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 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 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 January 1, 2022.

Item 6.  Exhibits

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.