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BERRY GLOBAL GROUP, INC. - Quarter Report: 2023 July (Form 10-Q)



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 July 1, 2023

OR

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
graphic

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 118.1 million shares of common stock outstanding at August 9, 2023.





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.

2


Berry Global Group, Inc.
Form 10-Q Index
For Quarterly Period Ended July 1, 2023

Part I.
Financial Information
Page No.
 
Item 1.
Financial Statements:
 
   
4
   
5
   
6
   
7
   
8
 
Item 2.
15
 
Item 3.
21
 
Item 4.
21
Part II.
Other Information
 
 
Item 1.
22
 
Item 1A.
22
 
Item 2.
22
 
Item 5.
23
 
Item 6.
23
 
24


3



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
   
Three Quarterly Periods Ended
 
   
July 1, 2023
   
July 2, 2022
   
July 1, 2023
   
July 2, 2022
 
Net sales
 
$
3,229
   
$
3,726
   
$
9,577
   
$
11,074
 
Costs and expenses:
                               
Cost of goods sold
   
2,649
     
3,105
     
7,873
     
9,297
 
Selling, general and administrative
   
215
     
215
     
671
     
657
 
Amortization of intangibles
   
61
     
63
     
181
     
196
 
Restructuring and transaction activities
   
37
     
7
     
74
     
18
 
Operating income
   
267
     
336
     
778
     
906
 
Other expense
   
11
     
7
     
13
     
13
 
Interest expense
   
78
     
70
     
228
     
212
 
Income before income taxes
   
178
     
259
     
537
     
681
 
Income tax expense
   
35
     
52
     
114
     
148
 
Net income
 
$
143
   
$
207
   
$
423
   
$
533
 
                                 
Net income per share:
                               
Basic
 
$
1.20
   
$
1.61
   
$
3.50
   
$
4.02
 
Diluted
   
1.18
     
1.58
     
3.47
     
3.93
 






Consolidated Statements of Comprehensive Income
(Unaudited)
(in millions of dollars)

   
Quarterly Period Ended
   
Three Quarterly Periods Ended
 
   
July 1, 2023
   
July 2, 2022
   
July 1, 2023
   
July 2, 2022
 
Net income
 
$
143
   
$
207
   
$
423
   
$
533
 
Other comprehensive income, net of tax:
                               
Currency translation
   
23
     
(159
)
   
224
     
(144
)
Derivative instruments
   
31
     
19
     
(1
)
   
119
 
Other comprehensive income
   
54
     
(140
)
   
223
     
(25
)
Comprehensive income
 
$
197
   
$
67
   
$
646
   
$
508
 

See notes to consolidated financial statements.

4



Berry Global Group, Inc.
Consolidated Balance Sheets
(in millions of dollars)

   
July 1, 2023
   
October 1, 2022
 
   
(Unaudited)
       
Assets
           
Current assets:
           
Cash and cash equivalents
 
$
633
   
$
1,410
 
Accounts receivable
   
1,748
     
1,777
 
Finished goods
   
1,070
     
1,010
 
Raw materials and supplies
   
660
     
792
 
Prepaid expenses and other current assets
   
229
     
175
 
Total current assets
   
4,340
     
5,164
 
Noncurrent assets:
               
Property, plant and equipment
   
4,651
     
4,342
 
Goodwill and intangible assets
   
6,830
     
6,685
 
Right-of-use assets
   
611
     
521
 
Other assets
   
117
     
244
 
Total assets
 
$
16,549
   
$
16,956
 
                 
                 
Liabilities and stockholders’ equity
               
Current liabilities:
               
Accounts payable
 
$
1,159
   
$
1,795
 
Accrued employee costs
   
245
     
253
 
Other current liabilities
   
909
     
783
 
Current portion of long-term debt
   
12
     
13
 
Total current liabilities
   
2,325
     
2,844
 
Noncurrent liabilities:
               
Long-term debt
   
9,200
     
9,242
 
Deferred income taxes
   
552
     
707
 
Employee benefit obligations
   
157
     
160
 
Operating lease liabilities
   
512
     
429
 
Other long-term liabilities
   
416
     
378
 
Total liabilities
   
13,162
     
13,760
 
                 
Stockholders’ equity:
               
Common stock (118.1 and 124.2 million shares issued, respectively)
   
1
     
1
 
Additional paid-in capital
   
1,222
     
1,177
 
Retained earnings
   
2,344
     
2,421
 
Accumulated other comprehensive loss
   
(180
)
   
(403
)
Total stockholders’ equity
   
3,387
     
3,196
 
Total liabilities and stockholders’ equity
 
$
16,549
   
$
16,956
 

See notes to consolidated financial statements.

5



Berry Global Group, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(in millions of dollars)

   
Three Quarterly Periods Ended
 
   
July 1, 2023
   
July 2, 2022
 
Cash Flows from Operating Activities:
           
Net income
 
$
423
   
$
533
 
Adjustments to reconcile net cash from operating activities:
               
Depreciation
   
425
     
424
 
Amortization of intangibles
   
181
     
196
 
Non-cash interest (income) expense, net
   
(45
)
   
11
 
Settlement of derivatives
   
36
     
69
 
Deferred income tax
   
(94
)
   
(66
)
Share-based compensation expense
   
36
     
34
 
Other non-cash operating activities, net
   
18
     
(2
)
Changes in working capital
   
(473
)
   
(800
)
Changes in other assets and liabilities
   
(17
)
   
(54
)
Net cash from operating activities
   
490
     
345
 
                 
Cash Flows from Investing Activities:
               
Additions to property, plant and equipment, net
   
(560
)
   
(556
)
Divestiture of business
   
     
125
 
Acquisition of business and other
   
(88
)
   
6
 
Net cash from investing activities
   
(648
)
   
(425
)
                 
Cash Flows from Financing Activities:
               
Proceeds from long-term borrowings
   
500
     
170
 
Repayments on long-term borrowings
   
(687
)
   
(16
)
Proceeds from issuance of common stock
   
26
     
24
 
Repurchase of common stock
   
(415
)
   
(637
)
Dividends paid
   
(97
)
   
 
Other, net
   
7
     
 
Net cash from financing activities
   
(666
)
   
(459
)
Effect of currency translation on cash
   
47
     
(25
)
Net change in cash and cash equivalents
   
(777
)
   
(564
)
Cash and cash equivalents at beginning of period
   
1,410
     
1,091
 
Cash and cash equivalents at end of period
 
$
633
   
$
527
 

See notes to consolidated financial statements.

6



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 April 1, 2023
 
$
1
   
$
1,214
   
$
(234
)
 
$
2,314
   
$
3,295
 
Net income
   
     
     
     
143
     
143
 
Other comprehensive income
   
     
     
54
     
     
54
 
Share-based compensation
   
     
6
     
     
     
6
 
Proceeds from issuance of common stock
   
     
8
     
     
     
8
 
Common stock repurchased and other
   
     
(6
)
   
     
(81
)
   
(87
)
Dividends paid
   
     
     
     
(32
)
   
(32
)
Balance at July 1, 2023
 
$
1
   
$
1,222
   
$
(180
)
 
$
2,344
   
$
3,387
 
                                         
Balance at April 2, 2022
 
$
1
   
$
1,174
   
$
(181
)
 
$
2,326
   
$
3,320
 
Net income
   
     
     
     
207
     
207
 
Other comprehensive income
   
     
     
(140
)
   
     
(140
)
Share-based compensation
   
     
6
     
     
     
6
 
Proceeds from issuance of common stock
   
     
2
     
     
     
2
 
Common stock repurchased and other
   
     
(11
)
   
     
(275
)
   
(286
)
Balance at July 2, 2022
 
$
1
   
$
1,171
   
$
(321
)
 
$
2,258
   
$
3,109
 

 
Three Quarterly Periods Ended
 
Common
Stock
   
Additional
Paid-in Capital
   
Accumulated Other
Comprehensive Loss
   
Retained
Earnings
   
Total
 
Balance at October 1, 2022
 
$
1
   
$
1,177
   
$
(403
)
 
$
2,421
   
$
3,196
 
Net income
   
     
     
     
423
     
423
 
Other comprehensive income
   
     
     
223
     
     
223
 
Share-based compensation
   
     
36
     
     
     
36
 
Proceeds from issuance of common stock
   
     
26
     
     
     
26
 
Common stock repurchased and other
   
     
(17
)
   
     
(403
)
   
(420
)
Dividends paid
   
     
     
     
(97
)
   
(97
)
Balance at July 1, 2023
 
$
1
   
$
1,222
   
$
(180
)
 
$
2,344
   
$
3,387
 
                                         
Balance at October 2, 2021
 
$
1
   
$
1,134
   
$
(296
)
 
$
2,341
   
$
3,180
 
Net income
   
     
     
     
533
     
533
 
Other comprehensive income
   
     
     
(25
)
   
     
(25
)
Share-based compensation
   
     
34
     
     
     
34
 
Proceeds from issuance of common stock
   
     
24
     
     
     
24
 
Common stock repurchased and other
   
     
(21
)
   
     
(616
)
   
(637
)
Balance at July 2, 2022
 
$
1
   
$
1,171
   
$
(321
)
 
$
2,258
   
$
3,109
 


See notes to consolidated financial statements.

7



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 Condensed 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 statementsIn 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.  Critical Accounting Policies and Recent Accounting Pronouncements

There have been no material changes in critical accounting policies from those described in our most recent Form 10-K.

Reference Rate Reform

In 2023, the Company will adopt ASU 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848).  The Company's adoption will not have a material change to our consolidated financial statements or disclosures. 

3.  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 $108 million and $103 million at July 1, 2023 and October 1, 2022, 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 10. Segment and Geographic Data for further information.


Accounts receivable are presented net of allowance for credit losses of $18 million at July 1, 2023 and October 1, 2022.  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.

8


4.  Acquisition

Pro-Western Plastics

In March 2023, the Company acquired Pro-Western Plastics Ltd. (“Pro-Western”), a leading plastics injection molding company, for a purchase price of $88 million.  The acquired business is operated within the Consumer Packaging North America segment.  To finance the purchase, the Company used existing liquidity.  The acquisition has been accounted for under the purchase method of accounting and accordingly, the purchase price has been allocated to the identifiable assets and liabilities based on preliminary values at the acquisition date.  The Company has recognized $46 million of goodwill on this transaction primarily as a result of expected cost synergies and expects goodwill to be deductible for tax purposes.

5.  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.  In total, over the next three years, these plant rationalizations are projected to cost approximately $200 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
   
Three Quarterly Periods Ended
 
   
July 1, 2023
   
July 2, 2022
   
July 1, 2023
   
July 2, 2022
 
Consumer Packaging International
 
$
17
   
$
3
   
$
32
   
$
10
 
Consumer Packaging North America
   
6
     
1
     
14
     
4
 
Health, Hygiene & Specialties
   
12
     
3
     
21
     
2
 
Engineered Materials
   
2
     
     
7
     
2
 
Consolidated
 
$
37
   
$
7
   
$
74
   
$
18
 

The table below sets forth the activity with respect to the restructuring and transaction activities accrual at July 1, 2023:

 
Restructuring
             
   
Employee
Severance
and Benefits
   
Facility
Exit Costs
   
Non-cash
Impairment
Charges
   
Transaction
Activities
   
Total
 
Balance as of October 1, 2022
 
$
2
   
$
3
   
$
   
$
   
$
5
 
Charges
   
28
     
16
     
5
     
25
     
74
 
Non-cash items
   
     
     
(5
)
   
     
(5
)
Cash
   
(16
)
   
(18
)
   
     
(25
)
   
(59
)
Balance as of July 1, 2023
 
$
14
   
$
1
   
$
   
$
   
$
15
 

6.  Leases

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

Supplemental lease information is as follows:

Leases
Classification
 
July 1, 2023
   
October 1, 2022
 
Operating leases:
             
Operating lease right-of-use assets
Right-of-use assets
 
$
611
   
$
521
 
Current operating lease liabilities
Other current liabilities
   
114
     
108
 
Noncurrent operating lease liabilities
Operating lease liability
   
512
     
429
 
Finance leases:
                 
Finance lease right-of-use assets
Property, plant, and equipment, net
 
$
33
   
$
38
 
Current finance lease liability
Current portion of long-term debt
   
10
     
9
 
Noncurrent finance lease liabilities
Long-term debt, less current portion
   
19
     
24
 

9


7.  Long-Term Debt

Long-term debt consists of the following:

Facility
Maturity Date
 
July 1, 2023
   
October 1, 2022
 
Term loan (a)
July 2026
 
$
3,290
     
3,440
 
Revolving line of credit
June 2028
   
     
 
0.95% First Priority Senior Secured Notes (b)
February 2024
   
279
     
800
 
1.00% First Priority Senior Secured Notes (c)
July 2025
   
764
     
686
 
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 (c)
July 2027
   
409
     
367
 
5.50% First Priority Senior Secured Notes
April 2028
   
500
     
 
4.50% Second Priority Senior Secured Notes
February 2026
   
291
     
298
 
5.625% Second Priority Senior Secured Notes
July 2027
   
500
     
500
 
Debt discounts and deferred fees
     
(38
)
   
(60
)
Finance leases and other
Various
   
42
     
49
 
Total long-term debt
     
9,212
     
9,255
 
Current portion of long-term debt
     
(12
)
   
(13
)
Long-term debt, less current portion
   
$
9,200
     
9,242
 
(a)
Effectively 82% fixed interest rate with interest rate swaps (see Note 8).
(b)
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.
(c)
Euro denominated

During the quarter ended April 1, 2023, the Company issued $500 million aggregate principal amount of 5.50% first priority senior secured notes due 2028. The proceeds were used to repurchase a portion of the Company’s 0.95% first priority senior secured notes due 2024.

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. 


8.  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 July 1, 2023, we had outstanding long-term debt of €785 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 2023, the Company elected to cash settle existing interest rate swaps and received net proceeds of $36 million.  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 settlement, the Company entered into interest rate swaps with matching notional amounts with expiration in June 2026.

10


As of July 1, 2023, the Company effectively had (i) a $450 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 4.128%, (ii) a $400 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 4.522%, (iii) a $473 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 3.961%, (iv) an $884 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 4.522%, and (v) a $500 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 3.672%. The Company's interest rate swap transactions all expire in June 2026.

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
 
July 1, 2023
   
October 1, 2022
 
Cross-currency swaps
Designated
Other assets
 
$
   
$
147
 
Cross-currency swaps
Designated
Other current liabilities
   
116
     
 
Cross-currency swaps
Designated
Other long-term liabilities
   
24
     
 
Interest rate swaps
Designated
Other assets
   
19
     
11
 
Interest rate swaps
Designated
Other long-term liabilities
   
4
     
3
 
Interest rate swaps
Not designated
Other long-term liabilities
   
104
     
117
 

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

   
Quarterly Period Ended
   
Three Quarterly Periods Ended
 
Derivative Instruments
 Statements of Income Location
 
July 1, 2023
   
July 2, 2022
   
July 1, 2023
   
July 2, 2022
 
Cross-currency swaps
Interest expense
 
$
(10
)
 
$
(5
)
 
$
(31
)
 
$
(12
)
Interest rate swaps
Interest expense
   
(21
)
   
11
     
(38
)
   
35
 

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 2022 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 July 1, 2023 and October 1, 2022, along with the impairment loss recognized on the fair value measurement during the period:

   
As of July 1, 2023
 
   
Level 1
   
Level 2
   
Level 3
   
Total
   
Impairment
 
Indefinite-lived trademarks
 
$
   
$
   
$
248
   
$
248
   
$
 
Goodwill
   
     
     
5,050
     
5,050
     
 
Definite lived intangible assets
   
     
     
1,532
     
1,532
     
 
Property, plant, and equipment
   
     
     
4,651
     
4,651
     
5
 
Total
 
$
   
$
   
$
11,481
   
$
11,481
   
$
5
 

   
As of October 1, 2022
 
   
Level 1
   
Level 2
   
Level 3
   
Total
   
Impairment
 
Indefinite-lived trademarks
 
$
   
$
   
$
247
   
$
247
   
$
 
Goodwill
   
     
     
4,832
     
4,832
     
 
Definite lived intangible assets
   
     
     
1,606
     
1,606
     
 
Property, plant, and equipment
   
     
     
4,342
     
4,342
     
 
Total
 
$
   
$
   
$
11,027
   
$
11,027
   
$
 

11


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 $371 million as of July 1, 2023.  The Company’s long-term debt fair values were determined using Level 2 inputs (substantially observable). 

9.  Income Taxes

On a year-to-date comparison to the statutory rate, the higher effective tax rate was negatively impacted by state taxes and global intangible low-taxed income provisions, partially offset by other discrete items.

10.  Segment and Geographic Data

The Company’s operations are organized into four reporting 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 optimal service, drive future growth, and to facilitate synergies realization.

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

 
Quarterly Period Ended
   
Three Quarterly Periods Ended
 
   
July 1, 2023
   
July 2, 2022
   
July 1, 2023
   
July 2, 2022
 
Net sales:
                       
Consumer Packaging International
 
$
1,036
   
$
1,096
   
$
3,031
   
$
3,290
 
Consumer Packaging North America
   
798
     
927
     
2,335
     
2,659
 
Health, Hygiene & Specialties
   
657
     
788
     
1,997
     
2,429
 
Engineered Materials
   
738
     
915
     
2,214
     
2,696
 
Total net sales
 
$
3,229
   
$
3,726
   
$
9,577
   
$
11,074
 
Operating income:
                               
Consumer Packaging International
 
$
68
   
$
82
   
$
190
   
$
248
 
Consumer Packaging North America
   
89
     
104
     
253
     
235
 
Health, Hygiene & Specialties
   
22
     
56
     
89
     
186
 
Engineered Materials
   
88
     
94
     
246
     
237
 
Total operating income
 
$
267
   
$
336
   
$
778
   
$
906
 
Depreciation and amortization:
                               
Consumer Packaging International
 
$
79
   
$
78
   
$
230
   
$
242
 
Consumer Packaging North America
   
54
     
53
     
159
     
160
 
Health, Hygiene & Specialties
   
45
     
44
     
133
     
133
 
Engineered Materials
   
29
     
28
     
84
     
85
 
 Total depreciation and amortization
 
$
207
   
$
203
   
$
606
   
$
620
 

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

 
Quarterly Period Ended
   
Three Quarterly Periods Ended
 
   
July 1, 2023
   
July 2, 2022
   
July 1, 2023
   
July 2, 2022
 
Net sales:
                       
United States and Canada
 
$
1,748
   
$
2,030
   
$
5,195
   
$
5,978
 
Europe
   
1,184
     
1,320
     
3,470
     
3,937
 
Rest of world
   
297
     
376
     
912
     
1,160
 
Total net sales
 
$
3,229
   
$
3,726
   
$
9,577
   
$
11,074
 

12


11.  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.


12.  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
   
Three Quarterly Periods Ended
 
(in millions, except per share amounts)
 
July 1, 2023
   
July 2, 2022
   
July 1, 2023
   
July 2, 2022
 
Numerator
                       
Consolidated net income
 
$
143
   
$
207
   
$
423
   
$
533
 
Denominator
                               
Weighted average common shares outstanding - basic
   
118.7
     
128.6
     
121.0
     
132.6
 
Dilutive shares
   
2.4
     
2.1
     
0.9
     
3.0
 
Weighted average common and common equivalent shares outstanding - diluted
   
121.1
     
130.7
     
121.9
     
135.6
 
                                 
Per common share earnings
                               
Basic
 
$
1.20
   
$
1.61
   
$
3.50
   
$
4.02
 
Diluted
 
$
1.18
   
$
1.58
   
$
3.47
   
$
3.93
 

1.2 million and 1.5 million shares were excluded from the diluted EPS calculation for the quarterly and three quarterly periods ended July 1, 2023 as their effect would be anti-dilutive.  1.2 million shares were excluded for the quarterly and three quarterly periods ended July 2, 2022. 

13


13.  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 April 1, 2023
 
$
(254
)
 
$
(32
)
 
$
52
   
$
(234
)
Other comprehensive income (loss) before reclassifications
   
23
     
     
40
     
63
 
Net amount reclassified
   
     
     
(9
)
   
(9
)
Balance at July 1, 2023
 
$
(231
)
 
$
(32
)
 
$
83
   
$
(180
)

   
Currency
Translation
   
Defined Benefit
Pension and Retiree
Health Benefit Plans
   
Derivative
Instruments
   
Accumulated Other
Comprehensive Loss
 
Balance at April 2, 2022
 
$
(139
)
 
$
(67
)
 
$
25
   
$
(181
)
Other comprehensive income (loss) before reclassifications
   
(159
)
   
     
18
     
(141
)
Net amount reclassified
   
     
     
1
     
1
 
Balance at July 2, 2022
 
$
(298
)
 
$
(67
)
 
$
44
   
$
(321
)

Three Quarterly Periods Ended
 
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
   
224
     
     
24
     
248
 
Net amount reclassified
   
     
     
(25
)
   
(25
)
Balance at July 1, 2023
 
$
(231
)
 
$
(32
)
 
$
83
   
$
(180
)

   
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 (loss) before reclassifications
   
(144
)
   
     
113
     
(31
)
Net amount reclassified
   
     
     
6
     
6
 
Balance at July 2, 2022
 
$
(298
)
 
$
(67
)
 
$
44
   
$
(321
)


14


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 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 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 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 general market softness and continued inflation, particularly in Europe, 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 by providing advantaged products in targeted markets.  For fiscal 2023, we project cash flow from operations of $1.45 billion and free cash flow of $800 million.  Projected fiscal 2023 free cash flow assumes $650 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 July 1, 2023 (the “Quarter”) and the Quarterly Period Ended July 2, 2022 (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
 
$
3,229
   
$
3,726
   
$
(497
)
   
(13
)%
Cost of goods sold
   
2,649
     
3,105
     
(456
)
   
(15
)%
Other operating expenses
   
313
     
285
     
28
     
10
%
Operating income
 
$
267
   
$
336
   
$
(69
)
   
(21
)%

Net Sales:  The net sales decline is primarily attributed to decreased selling prices of $250 million due to the pass-through of lower resin costs and a 7% volume decline. The volume decline is primarily attributed to softer demand in much of our consumer and industrial markets, including destocking, partially offset by strong growth in foodservice.

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 an increase in business integration costs.

Operating Income:  The operating income decrease is primarily attributed to a $44 million unfavorable impact from the volume decline, a $30 million increase in business integration costs, and a $10 million expense related to a third-party warehouse fire.
15



Consumer Packaging International
                 
   
Quarter
   
Prior Quarter
   
$ Change
   
% Change
 
Net sales
 
$
1,036
   
$
1,096
   
$
(60
)
   
(5
)%
Operating income
 
$
68
   
$
82
   
$
(14
)
   
(17
)%

Net Sales:  The net sales decline in the Consumer Packaging International segment is primarily attributed to a 5% volume decline due to softer consumer and industrial market demand in Europe, including destocking.

Operating Income:  The operating income decrease is primarily attributed to a $14 million unfavorable impact from increased business integration costs and a $10 million unfavorable impact from the volume decline. These items are partially offset by a favorable impact from price cost spread.
 
Consumer Packaging North America
                 
   
Quarter
   
Prior Quarter
   
$ Change
   
% Change
 
Net sales
 
$
798
   
$
927
   
$
(129
)
   
(14
)%
Operating income
 
$
89
   
$
104
   
$
(15
)
   
(14
)%

Net Sales:  The net sales decline in the Consumer Packaging North America segment is primarily attributed to decreased selling prices of $105 million and a 4% volume decline primarily attributed to softer consumer and industrial market demand, including destocking, partially offset by strong growth in foodservice.

Operating Income:  The operating income decrease is primarily attributed to an $8 million unfavorable impact from the volume decline and a $6 million unfavorable impact from increased business integration costs.

Health, Hygiene & Specialties
                 
   
Quarter
   
Prior Quarter
   
$ Change
   
% Change
 
Net sales
 
$
657
   
$
788
   
$
(131
)
   
(17
)%
Operating income
 
$
22
   
$
56
   
$
(34
)
   
(61
)%

Net Sales:  The net sales decline in the Health, Hygiene & Specialties segment is primarily attributed to decreased selling prices of $83 million and a 7% volume decline primarily attributed to weaker demand in specialty markets, such as filtration and building and construction, including destocking, partially offset by growth in disinfectant wipe markets.

Operating Income:  The operating income decrease is primarily attributed to a $20 million unfavorable impact from price cost spread, a $9 million unfavorable impact from increased business integration costs, and an unfavorable impact from the volume decline.

Engineered Materials
                 
   
Quarter
   
Prior Quarter
   
$ Change
   
% Change
 
Net sales
 
$
738
   
$
915
   
$
(177
)
   
(19
)%
Operating income
 
$
88
   
$
94
   
$
(6
)
   
(6
)%

Net Sales:  The net sales decline in the Engineered Materials segment is primarily attributed to an 11% volume decline primarily attributed to destocking and weakness in European industrial markets and decreased selling prices of $77 million.

Operating Income:  The operating income decrease is primarily attributed to an $18 million unfavorable impact from the volume decline, partially offset by a favorable impact from price cost spread.

Interest expense
                 
   
Quarter
   
Prior Quarter
   
$ Change
   
% Change
 
Interest expense
 
$
78
   
$
70
   
$
8
     
11
%

The interest expense increase is primarily the result of higher interest rates.
16



Changes in Comprehensive Income

The $130 million improvement in comprehensive income from the Prior Quarter is primarily attributed to a $182 million favorable change in currency translation and an $12 million favorable change in the fair value of derivative instruments, net of tax, partially offset by a $64 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 2023 versus fiscal 2022 is primarily attributed to the change in the forward interest and foreign exchange curves between measurement dates.

Comparison of the Three Quarterly Periods Ended July 1, 2023 (the “YTD”) and the Three Quarterly Periods Ended July 2, 2022 (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
 
$
9,577
   
$
11,074
   
$
(1,497
)
   
(14
)%
Cost of goods sold
   
7,873
     
9,297
     
(1,424
)
   
(15
)%
Other operating expenses
   
926
     
871
     
55
     
6
%
Operating income
 
$
778
   
$
906
   
$
(128
)
   
(14
)%

Net Sales:  The net sales decline is primarily attributed to a 6% volume decline, decreased selling prices of $536 million due to the pass-through of lower resin costs, a $174 million unfavorable impact from foreign currency changes, and Prior YTD divestiture sales of $94 million.  The volume decline is primarily attributed to general market softness and customer destocking.

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

Other operating expenses:  The other operating expenses increase is primarily attributed to an increase in business integration costs.

Operating Income:  The operating income decrease is primarily attributed to a $112 million unfavorable impact from the volume decline, a $57 million unfavorable impact from increased business integration costs, a $36 million unfavorable impact from foreign currency changes, and an unfavorable impact from increased selling, general, and administrative expenses.  These declines are partially offset by a $103 million favorable impact from price cost spread as a result of cost reduction and improved product mix.
 
Consumer Packaging International
                 
   
YTD
   
Prior YTD
   
$ Change
   
% Change
 
Net sales
 
$
3,031
   
$
3,290
   
$
(259
)
   
(8
)%
Operating income
 
$
190
   
$
248
   
$
(58
)
   
(23
)%

Net Sales:  The net sales decline in the Consumer Packaging International segment is primarily attributed to a 5% volume decline, a $116 million unfavorable impact from foreign currency changes, and Prior YTD divestiture sales of $108 million, partially offset by increased selling prices of $131 million due to the pass-through of European inflation.  The volume decline is primarily attributed to general market softness.

Operating Income:  The operating income decrease is primarily attributed to a $30 million unfavorable impact from the volume decline, a $24 million unfavorable impact from foreign currency changes, a $22 million unfavorable impact from increased business integration costs, an unfavorable impact from increased selling, general, and administrative expenses, and an unfavorable impact from Prior YTD divestiture. These declines are partially offset by a $33 million favorable impact from price cost spread.
17



Consumer Packaging North America
                 
   
YTD
   
Prior YTD
   
$ Change
   
% Change
 
Net sales
 
$
2,335
   
$
2,659
   
$
(324
)
   
(12
)%
Operating income
 
$
253
   
$
235
   
$
18
     
8
%

Net Sales:  The net sales decline in the Consumer Packaging North America segment is primarily attributed to decreased selling prices of $247 million and a 3% volume decline. The volume decline is primarily attributed to general market softness partially offset by growth in our foodservice market.

Operating Income:  The operating income increase is primarily attributed to a $58 million favorable impact from price cost spread, partially offset by a $17 million unfavorable impact from the volume decline, and an unfavorable impact from increased selling, general, and administrative expenses.

Health, Hygiene & Specialties
                 
   
YTD
   
Prior YTD
   
$ Change
   
% Change
 
Net sales
 
$
1,997
   
$
2,429
   
$
(432
)
   
(18
)%
Operating income
 
$
89
   
$
186
   
$
(97
)
   
(52
)%

Net Sales:  The net sales decline in the Health, Hygiene & Specialties segment is primarily attributed to decreased selling prices of $219 million, an 8% volume decline, and an $18 million unfavorable impact from foreign currency changes.  The volume decline is primarily attributed to general market softness and customer destocking.

Operating Income:  The operating income decrease is primarily attributed to a $58 million unfavorable impact from price cost spread, a $25 million unfavorable impact from the volume decline, and an $18 million unfavorable impact from increased business integration costs, partially offset by a favorable impact from decreased selling, general, and administrative expenses.

Engineered Materials
                 
   
YTD
   
Prior YTD
   
$ Change
   
% Change
 
Net sales
 
$
2,214
   
$
2,696
   
$
(482
)
   
(18
)%
Operating income
 
$
246
   
$
237
   
$
9
     
4
%

Net Sales:  The net sales decline in the Engineered Materials segment is primarily attributed to a 9% volume decline, decreased selling prices of $201 million, and a $40 million unfavorable impact from foreign currency changes.  The volume decline is primarily attributed to general market softness and customer destocking.

Operating Income:  The operating income increase is primarily attributed to a $70 million favorable impact from price cost spread, partially offset by a $40 million unfavorable impact from the volume decline, an unfavorable impact from increased selling, general, and administrative expenses, and an unfavorable impact from increased business integration costs.

Interest expense
                 
   
YTD
   
Prior YTD
   
$ Change
   
% Change
 
Interest expense
 
$
228
   
$
212
   
$
16
     
8
%

The interest expense increase is primarily the result of higher interest rates.

Changes in Comprehensive Income

The $138 million improvement in comprehensive income from the Prior YTD was primarily attributed to a $368 million favorable change in currency translation, partially offset by a $120 million unfavorable change in the fair value of derivative instruments, net of tax, and a $110 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 2023 versus fiscal 2022 is primarily attributed to the change in the forward interest and foreign exchange curves between measurement dates.
18



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 increased $145 million from the Prior YTD primarily attributed to working capital improvement partially offset by a decline in net income prior to non-cash activities.

Net cash used in investing activities increased $223 million from the Prior YTD primarily attributed to the acquisition of Pro-Western in the YTD compared to the proceeds from business divestitures in the Prior YTD.

Net cash used in financing activities increased $207 million from the Prior YTD primarily attributed to higher repayments of long-term debt and initiation of a quarterly dividend in the YTD, partially offset by lower share repurchases.

Dividend Payments

The Company declared and paid a cash dividend of $0.25 per share during each of the first fiscal quarter that ended December 31, 2022, the second fiscal quarter that ended April 1, 2023, and the third fiscal quarter that ended July 1, 2023.

Share Repurchases

YTD fiscal 2023, the Company repurchased approximately 7 million shares for $415 million.  Authorized share repurchases of $627 million remain available to the Company.

Free Cash Flow

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

 
July 1, 2023
   
July 2, 2022
 
Cash flow from operating activities
 
$
490
   
$
345
 
Additions to property, plant and equipment, net
   
(560
)
   
(556
)
Free cash flow
 
$
(70
)
 
$
(211
)

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 July 1, 2023, our cash balance was $633 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.
19



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.

   
Three Quarterly Periods Ended
 
   
July 1, 2023
 
Net sales
 
$
5,021
 
Gross profit
   
986
 
Earnings from continuing operations
   
363
 
Net income
 
$
363
 

Includes $4 million of income associated with intercompany activity with non-guarantor subsidiaries.

   
July 1, 2023
   
October 1, 2022
 
Assets
           
Current assets
 
$
1,562
   
$
2,432
 
Noncurrent assets
   
6,012
     
6,137
 
                 
Liabilities
               
Current liabilities
 
$
891
   
$
1,536
 
Intercompany payable
   
725
     
634
 
Noncurrent liabilities
   
10,613
     
10,630
 

20



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) $3.3 billion term loans and (ii) a $1,000 million revolving credit facility with no balance outstanding.  Borrowings under our senior secured credit facilities bear interest at a rate equal to an applicable margin plus LIBOR.  The applicable margin for 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 5.22% was applicable to the term loans.  For the portion of our term loans that are not hedged by interest rate swaps, a 0.25% change in LIBOR would increase our annual interest expense by $1 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 8.)

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 an $18 million unfavorable impact on our Net income for the three quarterly periods ended July 1, 2023. (See Note 8.)

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.

21



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 July 1, 2023.

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)
 
April
   
51,500
   
$
57.73
     
51,500
   
$
707
 
May
   
964,654
     
58.47
     
964,654
     
650
 
June
   
380,325
     
62.15
     
380,325
     
627
 
  Total
   
1,396,479
   
$
59.45
     
1,396,479
   
$
627
 

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

22



Item 5.  Other Information

Rule 10b5-1 Plan Elections
During the quarter, Director Evan Bayh terminated a 10b5-1 Plan that was adopted August 2022 providing for the exercise and sale of up to 14,000 stock options and adopted  a new 10b5-1 Plan with an August 2023 start date and a November 2023 end date providing for the exercise and sale of up to 14,000 stock options.

Item 6.  Exhibits

Exhibit No.
 
Description of Exhibit
 
$1,000,000,000 Fourth Amended and Restated Revolving Credit Agreement, dated as of June 22, 2023, by and among Berry Global, Inc., Berry Global Group, Inc., Berry Plastics Canada Inc., RPC Group Limited, the lenders party thereto, Bank of America, N.A., as collateral agent and administrative agent, and the financial institutions party thereto.
 
Subsidiary Guarantors.
 
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
 
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
 
Section 1350 Certification of the Chief Executive Officer.
 
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


23



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.
 
       
August 9, 2023
By:
/s/ Mark W. Miles
 
   
Mark W. Miles
 
   
Chief Financial Officer
 

24