Pactiv Evergreen Inc. - Quarter Report: 2023 June (Form 10-Q)

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 June 30, 2023


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

For the transition period from __________to __________

Commission File Number: 001-39528

PACTIV EVERGREEN INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

88-0927268

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

1900 W. Field Court

Lake Forest, Illinois 60045

(Address of principal executive offices) (Zip Code)

Telephone: (847) 482-2000

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	PTVE	The Nasdaq Stock Market 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 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 by Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The registrant had 178,385,804 shares of common stock, $0.001 par value per share, outstanding as of July 26, 2023.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of (Loss) Income	3
	Condensed Consolidated Statements of Comprehensive (Loss) Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	36
PART II.	OTHER INFORMATION	37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
	Signatures	40

FORWARD-LOOKING STATEMENTS

This report contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies, anticipated trends in our business and anticipated growth in the markets served by our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2022. You should specifically consider these numerous risks. These risks include, among others, those related to:

•

fluctuations in raw material, energy and freight costs;

•

labor shortages and increased labor costs;

•

failure to maintain satisfactory relationships with our major customers;

•

our dependence on suppliers of raw materials and any interruption to our supply of raw materials;

•

the macroeconomic environment globally and in North America, including higher rates of inflation and the risk of recession;

•

the restructuring of our Beverage Merchandising operations;

•

the impact of natural disasters, public health crises and catastrophic events outside of our control;

•

our ability to successfully complete acquisitions, divestitures, investments and other similar transactions that we pursue from time to time;

•

our ability to realize the benefits of our capital investment, acquisitions, restructuring and other cost savings programs;

•

our safety performance;

•

competition in the markets in which we operate;

•

changes in consumer lifestyle, eating habits, nutritional preferences and health-related, environmental and sustainability concerns;

•

the impact of our significant debt on our financial condition and ability to operate our business;

•

compliance with, and liabilities related to, applicable laws and regulations; and

•

the ownership of a majority of the voting power of our common stock by our parent company Packaging Finance Limited, which we refer to as PFL, an entity beneficially owned by Mr. Graeme Hart.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this report to conform our prior statements to actual results or revised expectations.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Pactiv Evergreen Inc.

Condensed Consolidated Statements of (Loss) Income

(In millions, except per share amounts)

(Unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Net revenues	$	1,426		$	1,640		$	2,857		$	3,135
Cost of sales		(1,342	)		(1,332	)		(2,658	)		(2,595	)
Gross profit		84			308			199			540
Selling, general and administrative expenses		(136	)		(148	)		(266	)		(290	)
Restructuring, asset impairment and other related charges		(32	)		(1	)		(105	)		(1	)
Other income, net		4			12			4			40
Operating (loss) income		(80	)		171			(168	)		289
Non-operating (expense) income, net		(3	)		(2	)		(4	)		8
Interest expense, net		(64	)		(50	)		(127	)		(99	)
(Loss) income before tax		(147	)		119			(299	)		198
Income tax benefit (expense)		8			(45	)		27			(81	)
Net (loss) income		(139	)		74			(272	)		117
Income attributable to non-controlling interests		—			(1	)		(1	)		(1	)
Net (loss) income attributable to Pactiv Evergreen Inc. common shareholders	$	(139	)	$	73		$	(273	)	$	116
(Loss) earnings per share attributable to Pactiv Evergreen Inc. common shareholders
Basic	$	(0.78	)	$	0.41		$	(1.54	)	$	0.65
Diluted	$	(0.78	)	$	0.40		$	(1.54	)	$	0.65

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Condensed Consolidated Statements of Comprehensive (Loss) Income

(In millions)

(Unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Net (loss) income	$	(139	)	$	74		$	(272	)	$	117
Other comprehensive income (loss), net of income taxes:
Currency translation adjustments		10			(10	)		24			(6	)
Defined benefit plans		—			—			(1	)		(103	)
Interest rate derivatives		14			—			8			—
Other comprehensive income (loss)		24			(10	)		31			(109	)
Comprehensive (loss) income		(115	)		64			(241	)		8
Comprehensive income attributable to non-controlling interests		—			(1	)		(1	)		(1	)
Comprehensive (loss) income attributable to Pactiv Evergreen Inc. common shareholders	$	(115	)	$	63		$	(242	)	$	7

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Condensed Consolidated Balance Sheets

(In millions, except share amounts)

(Unaudited)


	As of June 30, 2023			As of December 31, 2022
Assets
Cash and cash equivalents	$	302		$	531
Accounts receivable, net of allowances of $3 and $3		468			448
Related party receivables		38			46
Inventories		927			1,062
Other current assets		114			126
Assets held for sale		—			6
Total current assets		1,849			2,219
Property, plant and equipment, net		1,488			1,773
Operating lease right-of-use assets, net		268			262
Goodwill		1,815			1,815
Intangible assets, net		1,034			1,064
Other noncurrent assets		176			173
Total assets	$	6,630		$	7,306
Liabilities
Accounts payable	$	352		$	388
Related party payables		8			6
Current portion of long-term debt		18			31
Current portion of operating lease liabilities		62			65
Income taxes payable		3			6
Accrued and other current liabilities		402			415
Liabilities held for sale		—			3
Total current liabilities		845			914
Long-term debt		3,822			4,105
Long-term operating lease liabilities		220			209
Deferred income taxes		255			319
Long-term employee benefit obligations		59			60
Other noncurrent liabilities		144			146
Total liabilities	$	5,345		$	5,753
Commitments and contingencies (Note 12)
Equity
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 178,385,804 and 177,926,081 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	$	—		$	—
Preferred stock, $0.001 par value; 200,000,000 shares authorized; no shares issued or outstanding		—			—
Additional paid in capital		660			647
Accumulated other comprehensive loss		(71	)		(102	)
Retained earnings		693			1,003
Total equity attributable to Pactiv Evergreen Inc. common shareholders		1,282			1,548
Non-controlling interests		3			5
Total equity		1,285			1,553
Total liabilities and equity	$	6,630		$	7,306

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Condensed Consolidated Statements of Equity

(In millions, except per share amounts)

(Unaudited)


								Accumulated
					Additional			Other						Non-
	Common Stock				Paid in			Comprehensive			Retained			Controlling			Total
	Shares		Amount		Capital			Loss			Earnings			Interests			Equity
For the Three Months Ended June 30, 2022
Balance as of March 31, 2022		177.7	$	—	$	628		$	(198	)	$	783		$	4		$	1,217
Net income		—		—		—			—			73			1			74
Other comprehensive loss, net of income taxes		—		—		—			(10	)		—			—			(10	)
Equity based compensation		—		—		6			—			—			—			6
Dividends declared - common shareholders ($0.10 per share)		—		—		—			—			(18	)		—			(18	)
Balance as of June 30, 2022		177.7	$	—	$	634		$	(208	)	$	838		$	5		$	1,269

For the Three Months Ended June 30, 2023
Balance as of March 31, 2023		178.3	$	—	$	650		$	(95	)	$	851		$	4		$	1,410
Net loss		—		—		—			—			(139	)		—			(139	)
Other comprehensive income, net of income taxes		—		—		—			24			—			—			24
Equity based compensation		—		—		10			—			—			—			10
Vesting of restricted stock units, net of tax withholdings		0.1		—		—			—			—			—			—
Dividends declared - common shareholders ($0.10 per share)		—		—		—			—			(19	)		—			(19	)
Dividends declared - non-controlling shareholders		—		—		—			—			—			(1	)		(1	)
Balance as of June 30, 2023		178.4	$	—	$	660		$	(71	)	$	693		$	3		$	1,285

For the Six Months Ended June 30, 2022
Balance as of December 31, 2021		177.3	$	—	$	625		$	(99	)	$	758		$	4		$	1,288
Net income		—		—		—			—			116			1			117
Other comprehensive loss, net of income taxes		—		—		—			(109	)		—			—			(109	)
Equity based compensation		—		—		10			—			—			—			10
Vesting of restricted stock units, net of tax withholdings		0.4		—		(1	)		—			—			—			(1	)
Dividends declared - common shareholders ($0.20 per share)		—		—		—			—			(36	)		—			(36	)
Balance as of June 30, 2022		177.7	$	—	$	634		$	(208	)	$	838		$	5		$	1,269

For the Six Months Ended June 30, 2023
Balance as of December 31, 2022		177.9	$	—	$	647		$	(102	)	$	1,003		$	5		$	1,553
Net (loss) income		—		—		—			—			(273	)		1			(272	)
Other comprehensive income, net of income taxes		—		—		—			31			—			—			31
Equity based compensation		—		—		15			—			—			—			15
Vesting of restricted stock units, net of tax withholdings		0.5		—		(2	)		—			—			—			(2	)
Dividends declared - common shareholders ($0.20 per share)		—		—		—			—			(37	)		—			(37	)
Dividends declared - non-controlling shareholders		—		—		—			—			—			(2	)		(2	)
Disposal of subsidiary		—		—		—			—			—			(1	)		(1	)
Balance as of June 30, 2023		178.4	$	—	$	660		$	(71	)	$	693		$	3		$	1,285

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	For the Six Months Ended June 30,
	2023			2022
Operating Activities:
Net (loss) income	$	(272	)	$	117
Adjustments to reconcile net (loss) income to operating cash flows:
Depreciation and amortization		433			170
Deferred income taxes		(67	)		45
Unrealized losses (gains) on derivatives		1			(6	)
Restructuring related non-cash charges (net of reversals)		41			—
Loss (gain) on sale of businesses and noncurrent assets		1			(27	)
Non-cash portion of employee benefit obligations		4			(7	)
Non-cash portion of operating lease expense		40			41
Equity based compensation		15			10
Other non-cash items, net		1			13
Change in assets and liabilities:
Accounts receivable, net		(7	)		(54	)
Inventories		108			(269	)
Accounts payable		(27	)		127
Operating lease payments		(41	)		(40	)
Accrued and other current liabilities		(18	)		58
Other assets and liabilities		3			(12	)
Net cash provided by operating activities		215			166
Investing Activities:
Acquisition of property, plant and equipment		(116	)		(114	)
Disposal of businesses and joint venture equity interests, net of cash disposed		1			47
Other investing activities		1			(2	)
Net cash used in investing activities		(114	)		(69	)
Financing Activities:
Long-term debt repayments		(294	)		(11	)
Dividends paid to common shareholders		(36	)		(36	)
Other financing activities		(7	)		(6	)
Net cash used in financing activities		(337	)		(53	)
Effect of exchange rate changes on cash and cash equivalents		5			(3	)
(Decrease) increase in cash and cash equivalents		(231	)		41
Cash and cash equivalents, including amounts classified as held for sale, as of beginning of the period		533			214
Cash and cash equivalents as of end of the period	$	302		$	255
Cash and cash equivalents are comprised of:
Cash and cash equivalents	$	302		$	246
Cash and cash equivalents classified as assets held for sale		—			9
Cash and cash equivalents as of end of the period	$	302		$	255
Cash paid:
Interest	$	135		$	98
Income taxes paid, net		31			35

Significant non-cash investing and financing activities

During the six months ended June 30, 2023 and 2022, we recognized operating lease right-of-use assets and lease liabilities of $39 million and $25 million, respectively.

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 1. Nature of Operations and Basis of Presentation

The accompanying condensed consolidated financial statements comprise the accounts of Pactiv Evergreen Inc. (“PTVE”) and its subsidiaries (“we”, “us”, “our” or the “Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods and should be read in conjunction with the consolidated financial statements and the related notes thereto included in our latest Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 7, 2023. Operating results for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. All intercompany transactions and balances have been eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Although our current estimates contemplate current conditions and how we expect them to change in the future, as appropriate, it is reasonably possible that actual conditions could differ from what was anticipated in those estimates, which could materially affect our results of operations, balance sheet and cash flows. Among other effects, such changes could result in future impairments of goodwill, intangibles and long-lived assets, and adjustments to reserves for employee benefits and income taxes. The estimated recoverable amounts associated with asset impairments represent Level 3 measurements in the fair value hierarchy, which include inputs that are not based on observable market data.

Recent Accounting Pronouncements

We reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our condensed consolidated financial statements.

Note 2. Dispositions

Beverage Merchandising Asia

On January 4, 2022, we entered into a definitive agreement with SIG Schweizerische Industrie-Gesellschaft GmbH to sell our carton packaging and filling machinery businesses in China, Korea and Taiwan (“Beverage Merchandising Asia”) included in the Food and Beverage Merchandising segment. The transaction closed on August 2, 2022, and we received proceeds of $336 million. The operations of Beverage Merchandising Asia did not meet the criteria to be presented as discontinued operations. Income from operations before income taxes for Beverage Merchandising Asia for the three and six months ended June 30, 2022 was $6 million and $11 million, respectively.

Closures Businesses

During 2022, we committed to a plan to sell our remaining closures businesses included in the Other operating segment. We completed the sale of a substantial portion of these businesses on October 31, 2022, and the remaining operations on March 1, 2023, all for an immaterial amount. We recognized a partial reversal of the initial impairment charge of $1 million during the six months ended June 30, 2023 which was reflected in restructuring, asset impairment and other related charges. The operations of the remaining closures businesses did not meet the criteria to be presented as discontinued operations. The remaining closures businesses’ income from operations before income taxes for the six months ended June 30, 2023 and 2022 was immaterial.

Naturepak Beverage

On March 29, 2022, we completed the sale of our equity interests in Naturepak Beverage Packaging Co. Ltd. (“Naturepak Beverage”), our 50% joint venture with Naturepak Limited, to affiliates of Elopak ASA. We received proceeds of $47 million and recognized a gain on the sale of our equity interests of $27 million during the six months ended June 30, 2022 which was reflected in other income, net. Our interests in Naturepak Beverage did not meet the criteria to be presented as discontinued operations. The income from operations before income taxes from our equity interests in Naturepak Beverage for the six months ended June 30, 2022 was immaterial.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 3. Restructuring, Asset Impairment and Other Related Charges

On March 6, 2023, we announced the Beverage Merchandising Restructuring, a plan approved by our Board of Directors to take significant restructuring actions related to our Beverage Merchandising operations. The Beverage Merchandising Restructuring includes, among other things:

•

Closure of our Canton, North Carolina mill, including the cessation of mill operations, during the second quarter of 2023;

•

Closure of our Olmsted Falls, Ohio converting facility and concurrent reallocation of production to our remaining converting facilities during the second quarter of 2023; and

•

Reorganizing our operating and reporting structure to achieve increased efficiencies and related cost savings.

The Beverage Merchandising Restructuring resulted in a workforce reduction of approximately 1,300 employees. We also continue to explore strategic alternatives for our Pine Bluff, Arkansas mill and our Waynesville, North Carolina facility. We have not set a timetable in relation to this process.

As a result of the Beverage Merchandising Restructuring, we incurred charges during the three and six months ended June 30, 2023, and we estimate we will incur further charges in future periods, as follows:


	For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023		Total Expected Charges(1)
Non-cash:
Accelerated property, plant and equipment depreciation	$	177	$	267	$	280
Other non-cash charges(2)		10		43	45 - 50
Total non-cash charges		187		310	325 - 330
Cash:
Severance, termination and related costs		7		39		45
Exit, disposal and other transition costs(3)		22		54	85 - 115
Total cash charges		29		93	130 - 160
Total Beverage Merchandising Restructuring charges	$	216	$	403	$ 455 - 490

(1)

We expect to incur these charges primarily during 2023. These estimates are provisional and include significant management judgments and assumptions that could change materially as we execute our plans. Actual results may differ from these estimates, and the execution of our plan could result in additional restructuring charges or impairments not reflected above.

(2)

Other non-cash charges include the write-down of certain spare parts classified as inventories on our condensed consolidated balance sheet, the write-off of scrapped raw materials and certain construction in-progress balances and accelerated amortization expense for certain operating lease right-of-use assets.

(3)

Exit, disposal and other transition costs are primarily related to equipment decommissioning and dismantlement, transition labor associated with the facility closures and management restructuring, site remediation, contract terminations, system conversion and other related costs.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

The Beverage Merchandising Restructuring charges and other restructuring and asset impairment charges (net of reversals) were classified on our condensed consolidated statements of (loss) income as follows by segment:


	Food and Beverage Merchandising		Other		Total
For the Three Months Ended June 30, 2023
Cost of sales	$	182	$	—	$	182
Selling, general and administrative expenses		3		—		3
Restructuring, asset impairment and other related charges		29		3		32
Total	$	214	$	3	$	217

For the Six Months Ended June 30, 2023
Cost of sales	$	294	$	—	$	294
Selling, general and administrative expenses		4		—		4
Restructuring, asset impairment and other related charges		98		7		105
Total	$	396	$	7	$	403

During the three and six months ended June 30, 2022, we recorded $1 million of other restructuring charges within the Food and Beverage Merchandising segment, which were reflected within restructuring, asset impairment and other related charges.

The following table summarizes the changes to our restructuring liability related to the Beverage Merchandising Restructuring during the six months ended June 30, 2023:


	December 31, 2022		Charges to Earnings		Cash Paid			June 30, 2023
Severance, termination and related costs	$	—	$	39	$	(22	)	$	17
Exit, disposal and other transition costs		—		54		(21	)		33
Total(1)	$	—	$	93	$	(43	)	$	50

(1)

Included $44 million classified within accrued and other current liabilities and $6 million classified within other non-current liabilities as of June 30, 2023.

Note 4. Inventories

The components of inventories consisted of the following:


	As of June 30, 2023		As of December 31, 2022
Raw materials	$	236	$	260
Work in progress		96		101
Finished goods		502		596
Spare parts		93		105
Inventories	$	927	$	1,062

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 5. Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following:


	As of June 30, 2023			As of December 31, 2022
Land and land improvements	$	73		$	72
Buildings and building improvements		677			661
Machinery and equipment		3,579			3,485
Construction in progress		176			189
Property, plant and equipment, at cost		4,505			4,407
Less: accumulated depreciation		(3,017	)		(2,634	)
Property, plant and equipment, net	$	1,488		$	1,773

Depreciation expense related to property, plant and equipment was recognized in the following components in the condensed consolidated statements of (loss) income:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Cost of sales	$	234	$	65	$	386	$	128
Selling, general and administrative expenses		10		6		17		12
Total depreciation expense(1)	$	244	$	71	$	403	$	140

(1)

For the three and six months ended June 30, 2023, total depreciation expense included $177 million and $267 million, respectively, of accelerated depreciation expense related to the Beverage Merchandising Restructuring, substantially all of which was included in cost of sales. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Note 6. Goodwill and Intangible Assets

Goodwill by reportable segment was as follows:


	Foodservice			Food and Beverage Merchandising		Total
As of December 31, 2022	$	993		$	822	$	1,815
Reclassified due to segment composition change		(35	)		35		—
As of June 30, 2023	$	958		$	857	$	1,815

In the second quarter of 2023, in conjunction with the Beverage Merchandising Restructuring, we implemented a new operating and reporting structure resulting in the combination of our legacy Food Merchandising and Beverage Merchandising segments, creating our Food and Beverage Merchandising segment. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details. We also reorganized the management of certain product lines from our Foodservice segment to our Food and Beverage Merchandising segment. Refer to Note 18, Segment Information, for additional details. The change in the management of certain product lines resulted in a $35 million reclassification of goodwill between the segments based on the estimated relative fair value of the product lines compared to the estimated fair value of the Foodservice reporting unit. We have reflected these changes in our segments in the table above.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Intangible assets, net consisted of the following:


	As of June 30, 2023							As of December 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Finite-lived intangible assets
Customer relationships	$	1,062	$	(669	)	$	393	$	1,060	$	(639	)	$	421
Trademarks		42		(14	)		28		42		(12	)		30
Other		7		(7	)		—		7		(7	)		—
Total finite-lived intangible assets	$	1,111	$	(690	)	$	421	$	1,109	$	(658	)	$	451
Indefinite-lived intangible assets
Trademarks	$	554	$	—		$	554	$	554	$	—		$	554
Other		59		—			59		59		—			59
Total indefinite-lived intangible assets	$	613	$	—		$	613	$	613	$	—		$	613
Total intangible assets	$	1,724	$	(690	)	$	1,034	$	1,722	$	(658	)	$	1,064

Amortization expense for intangible assets of $15 million and $30 million for each of the three and six months ended June 30, 2023 and 2022, respectively, was recognized in selling, general and administrative expenses.

Note 7. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:


	As of June 30, 2023		As of December 31, 2022
Rebates and credits	$	114	$	108
Personnel costs		90		160
Restructuring costs(1)		44		—
Interest		17		17
Other(2)		137		130
Accrued and other current liabilities	$	402	$	415

(1)

Restructuring costs relate to the Beverage Merchandising Restructuring. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

(2)

Other included items such as freight, utilities and property and other non-income related taxes.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 8. Debt

Debt consisted of the following:


	As of			As of
	June 30,			December 31,
	2023			2022
Credit Agreement	$	1,933		$	2,227
Notes:
4.000% Senior Secured Notes due 2027		1,000			1,000
4.375% Senior Secured Notes due 2028		500			500
Pactiv Debentures:
7.950% Debentures due 2025		217			217
8.375% Debentures due 2027		167			167
Other		45			49
Total principal amount of borrowings		3,862			4,160
Deferred debt issuance costs (“DIC”)		(13	)		(14	)
Original issue discounts, net of premiums (“OID”)		(9	)		(10	)
		3,840			4,136
Less: current portion		(18	)		(31	)
Long-term debt	$	3,822		$	4,105

We were in compliance with all debt covenants during the six months ended June 30, 2023 and the year ended December 31, 2022.

Credit Agreement

PTVE and certain of its U.S. subsidiaries are parties to a senior secured credit agreement dated August 5, 2016 as amended (the “Credit Agreement”). As of June 30, 2023, the Credit Agreement comprised the following term and revolving tranches:


	Maturity Date	Value Drawn or Utilized as of June 30, 2023		Applicable Interest Rate as of June 30, 2023
Term Tranches
U.S. term loans Tranche B-2	February 5, 2026	$	935	SOFR (floor of 0.000%) + 3.250%
U.S. term loans Tranche B-3	September 24, 2028	$	998	SOFR (floor of 0.500%) + 3.250%
Revolving Tranche(1)
U.S. Revolving Loans	August 5, 2024	$	50		—

(1)

The Revolving Tranche represents a $250 million facility. The amount utilized is in the form of letters of credit.

During the first quarter of 2023, we repaid $110 million of our U.S. term loans Tranche B-2. The repayment was first applied to the remaining U.S term loans Tranche B-2 quarterly amortization payments, thereby eliminating all remaining quarterly amortization payments for the U.S term loans Tranche B-2, with the residual balance applied to the outstanding principal balance due at maturity. During the second quarter of 2023, we repaid a further $180 million of our U.S. term loans Tranche B-2.

On April 17, 2023, we amended the Credit Agreement, replacing the LIBOR-based reference rate with a Secured Overnight Financing Rate (“SOFR”) based reference rate, effective for interest payments for the period commencing April 28, 2023. Other than the foregoing, the material terms of the Credit Agreement remain unchanged, and our election to use certain practical expedients under Accounting Standards Codification Topic 848: Reference Rate Reform resulted in no material impacts on our condensed consolidated financial statements.

On July 26, 2023, we further amended the Credit Agreement to extend the maturity date on our $250 million Revolving Tranche facility from August 5, 2024 to August 5, 2025. There were no other material changes to the terms of the Credit Agreement as a result of this amendment.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

The weighted average contractual interest rates related to our U.S. term loans Tranche B-2 and B-3 for the six months ended June 30, 2023 and 2022 were 8.02%, 8.05%, 3.74% and 4.15%, respectively. Including the impact of interest rate swap agreements, which were entered into in the fourth quarter of 2022, the weighted average rate on our U.S. term loans was 7.71% for the six months ended June 30, 2023. The effective interest rates of our debt obligations under the Credit Agreement are not materially different from the contractual interest rates. Refer to Note 9, Financial Instruments, for additional details regarding the interest rate swap agreements.

PTVE and certain of its U.S. subsidiaries have guaranteed on a senior basis the obligations under the Credit Agreement to the extent permitted by law. The borrowers and the guarantors have granted security over substantially all of their assets to support the obligations under the Credit Agreement. This security is expected to be shared on a first priority basis with the holders of the Notes.

Indebtedness under the Credit Agreement may be voluntarily repaid, in whole or in part, and must be mandatorily repaid in certain circumstances. We are required to make quarterly amortization payments of 0.25% of the principal amount of our U.S. term loans Tranche B-3. Additionally, we are required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% or 0% if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due for the year ended December 31, 2022.

The Credit Agreement contains customary covenants which restrict us from certain activities including, among others, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the Credit Agreement.

Notes

As of June 30, 2023, our outstanding Notes were as follows:


	Maturity Date	Interest Payment Dates
4.000% Senior Secured Notes due 2027	October 15, 2027	April 15 and October 15
4.375% Senior Secured Notes due 2028	October 15, 2028	April 15 and October 15

The effective interest rates of our debt obligations under the Notes are not materially different from the contractual interest rates.

PTVE and certain of its U.S. subsidiaries have guaranteed on a senior basis the obligations under the Notes (as defined below) to the extent permitted by law. The issuers and the guarantors have granted security over substantially all of their assets to support the obligations under the Notes. This security is expected to be shared on a first priority basis with the creditors under the Credit Agreement.

The respective indentures governing the 4.000% Senior Secured Notes due 2027 (“4.000% Notes”) and the 4.375% Senior Secured Notes due 2028 (together with the 4.000% Notes, the “Notes”) contain customary covenants which restrict us from certain activities including, among others, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the respective indentures governing the Notes.

Under the respective indentures governing the Notes, we can, at our option, elect to redeem the Notes under terms and conditions specified in the indentures. Under the respective indentures governing the Notes, in certain circumstances which would constitute a change in control, the holders of the Notes have the right to require us to repurchase the Notes at a premium.

Pactiv Debentures

As of June 30, 2023, our outstanding debentures (together, the “Pactiv Debentures”) were as follows:


	Maturity Date	Interest Payment Dates
7.950% Debentures due 2025	December 15, 2025	June 15 and December 15
8.375% Debentures due 2027	April 15, 2027	April 15 and October 15

The effective interest rates of our debt obligations under the Pactiv Debentures are not materially different from the contractual interest rates.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

The Pactiv Debentures are not guaranteed and are unsecured.

The indentures governing the Pactiv Debentures contain a negative pledge clause limiting the ability of certain of our entities, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on “principal manufacturing properties” (as such term is defined in the indentures governing the Pactiv Debentures) or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing property and (ii) sell and then take an immediate lease back of such principal manufacturing property.

The 8.375% Debentures due 2027 may be redeemed at any time at our option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest to the date of the redemption.

Other borrowings

Other borrowings represented finance lease obligations of $45 million and $49 million as of June 30, 2023 and December 31, 2022, respectively.

Scheduled maturities

Below is a schedule of required future repayments on our debt outstanding as of June 30, 2023:



2023	$	9
2024		17
2025		233
2026		951
2027		1,183
Thereafter		1,469
Total principal amount of borrowings	$	3,862

Fair value of our long-term debt

The fair value of our long-term debt as of June 30, 2023 and December 31, 2022 is a Level 2 fair value measurement. Below is a schedule of carrying values and fair values of our debt outstanding:


	As of June 30, 2023				As of December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit Agreement	$	1,923	$	1,931	$	2,217	$	2,206
Notes:
4.000% Senior Secured Notes due 2027		994		894		993		890
4.375% Senior Secured Notes due 2028		496		438		496		447
Pactiv Debentures:
7.950% Debentures due 2025		216		220		215		210
8.375% Debentures due 2027		166		170		166		162
Other		45		45		49		49
Total	$	3,840	$	3,698	$	4,136	$	3,964

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Interest expense, net

Interest expense, net consisted of the following:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Interest expense:
Credit Agreement	$	43		$	23		$	86		$	44
Notes		16			16			31			31
Pactiv Debentures		8			9			16			19
Interest income		(3	)		(1	)		(7	)		(1	)
Amortization of DIC and OID		1			1			2			2
Realized derivative gains		(2	)		—			(3	)		—
Net foreign currency exchange losses		—			—			—			1
Other		1			2			2			3
Interest expense, net	$	64		$	50		$	127		$	99

Note 9. Financial Instruments

We had the following derivative instruments recorded at fair value in our condensed consolidated balance sheets:


	As of June 30, 2023					As of December 31, 2022
	Asset Derivatives		Liability Derivatives			Asset Derivatives		Liability Derivatives
Commodity swap contracts	$	—	$	(6	)	$	—	$	(5	)
Interest rate derivatives		13		(3	)		8		(9	)
Total fair value	$	13	$	(9	)	$	8	$	(14	)
Classification:
Other current assets	$	11	$	—		$	7	$	—
Other noncurrent assets		2		—			1		—
Accrued and other current liabilities		—		(4	)		—		(3	)
Other noncurrent liabilities		—		(5	)		—		(11	)
Total fair value	$	13	$	(9	)	$	8	$	(14	)

Our derivatives are comprised of commodity and interest rate swaps. All derivatives represent Level 2 financial assets and liabilities. Our derivatives are valued using an income approach based on the observable market index prices less the contract rate multiplied by the notional amount or based on pricing models that rely on market observable inputs such as commodity prices and interest rates. Our calculation of the fair value of these financial instruments takes into consideration the risk of non-performance, including counterparty credit risk. The majority of our derivative contracts do not have a legal right of set-off. We manage the credit risk in connection with our derivatives by limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties.

During the fourth quarter of 2022, we entered into derivative financial instruments with several large financial institutions which swapped the LIBO rate for a weighted average fixed rate of 4.120% for an aggregate notional amount of $1,000 million to hedge a portion of the interest rate exposure resulting from our U.S. term loans. These instruments are classified as cash flow hedges and mature in October 2025. In April 2023, we amended our interest rate swap agreements to replace the interest rate benchmark from LIBOR to SOFR, effective for swap payments for the period commencing April 28, 2023. Other than the foregoing, the material terms of the interest rate swap agreements remain unchanged, including the weighted average fixed rate of 4.120%, and our election to use certain practical expedients under Accounting Standards Codification Topic 848: Reference Rate Reform resulted in no material impacts on our condensed consolidated financial statements.

During the three and six months ended June 30, 2023 and 2022, we recognized an unrealized gain of $1 million, an unrealized loss of $1 million, an unrealized gain of $1 million and an unrealized gain of $6 million, respectively, in cost of sales, for our commodity swap contracts.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

During the three and six months ended June 30, 2023, we recognized realized gains of $2 million and $3 million, respectively, within interest expense, net and unrealized gains of $21 million and $14 million, respectively, within other comprehensive income (loss) for our interest rate derivatives. At June 30, 2023, we expected to reclassify $8 million of gains, net of tax, from AOCL to earnings over the next twelve months. The actual amount that will be reclassified to future earnings may vary from this amount as a result of changes in market conditions.

The following table provides the detail of outstanding commodity derivative contracts as of June 30, 2023:


Type	Unit of Measure	Contracted Volume		Contracted Price Range	Contracted Date of Maturity
Natural gas swaps	Million BTU		4,190,109	$3.94 - $5.37	August 2023 - Dec 2025

Note 10. Employee Benefits

Net periodic benefit (expense) income for our defined benefit pension plans and other post-employment benefit plans consisted of the following:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Service cost	$	(1	)	$	(1	)	$	(1	)	$	(1	)
Interest cost		(12	)		(16	)		(25	)		(37	)
Expected return on plan assets		9			14			20			35
Amortization of actuarial gains		—			—			1			—
Ongoing net periodic benefit cost		(4	)		(3	)		(5	)		(3	)
Income due to settlements(1)		—			—			—			10
Total net periodic benefit (expense) income	$	(4	)	$	(3	)	$	(5	)	$	7

(1)

Refer to the Pension Partial Settlement Transaction section below for additional details.

Net periodic benefit (expense) income for defined benefit pension plans and other post-employment benefit plans was recognized as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Cost of sales	$	(1	)	$	(1	)	$	(1	)	$	(1	)
Non-operating (expense) income, net		(3	)		(2	)		(4	)		8
Total net periodic benefit (expense) income	$	(4	)	$	(3	)	$	(5	)	$	7

Contributions to the Pension Plan for Pactiv Evergreen (“PPPE”) during the year ending December 31, 2023 are expected to be less than $1 million.

Pension Partial Settlement Transaction

On February 24, 2022 using PPPE assets, we purchased a non-participating group annuity contract from an insurance company and transferred $1,257 million of the PPPE’s projected benefit obligations. The insurance company has assumed responsibility for pension benefits and annuity administration. The transaction resulted in the recognition of a $10 million non-cash settlement gain in the six months ended June 30, 2022.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 11. Other Income, Net

Other income, net consisted of the following:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
(Loss) gain on sale of businesses and noncurrent assets	$	(1	)	$	—		$	(1	)	$	27
Gain on legal settlement(1)		—			15			—			15
Other		5			(3	)		5			(2	)
Other income, net	$	4		$	12		$	4		$	40

(1)

Reflects a gain, net of costs, arising from the settlement of a historical legal action.

Note 12. Commitments and Contingencies

We are from time to time party to litigation, legal proceedings and tax examinations arising from our operations. Most of these matters involve allegations of damages against us relating to employment matters, personal injury and commercial or contractual disputes. We are also involved in various administrative and other proceedings relating to environmental matters that arise in the normal course of business, and we may become involved in similar matters in the future. We record estimates for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on our assessment of the facts and circumstances, we do not believe any of these matters, individually or in the aggregate, will have a material adverse effect on our balance sheet, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our balance sheet, results of operations or cash flows in a future period. Except for amounts provided, there were no legal proceedings pending other than those for which we have determined that the possibility of a material outflow is remote.

Indemnities

As part of the agreements for the sale of various businesses, we have provided certain warranties and indemnities to the respective purchasers as set out in the respective sale agreements. These warranties and indemnities are subject to various terms and conditions affecting the duration and total amount of the indemnities. Any claims pursuant to these warranties and indemnities, if successful, could have a material effect on our balance sheet, results of operations or cash flows.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 13. Accumulated Other Comprehensive Loss

The following table summarizes the changes in our balances of each component of accumulated other comprehensive loss (“AOCL”):


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Currency translation adjustments:
Balance as of beginning of period	$	(175	)	$	(203	)	$	(189	)	$	(207	)
Currency translation adjustments		10			(10	)		24			(6	)
Other comprehensive income (loss)		10			(10	)		24			(6	)
Balance as of end of period	$	(165	)	$	(213	)	$	(165	)	$	(213	)
Defined benefit plans:
Balance as of beginning of period	$	87		$	5		$	88		$	108
Net actuarial loss arising during year(1)		—			—			—			(126	)
Deferred tax benefit on net actuarial loss		—			—			—			31
Gain reclassified from AOCL:
Amortization of experience gains		—			—			(1	)		—
Defined benefit plan settlement gain		—			—			—			(10	)
Deferred tax expense on reclassification		—			—			—			2
Other comprehensive loss		—			—			(1	)		(103	)
Balance as of end of period	$	87		$	5		$	87		$	5
Interest rate derivatives:
Balance as of beginning of period	$	(7	)	$	—		$	(1	)	$	—
Net derivative gain		21			—			14			—
Deferred tax expense on net derivative gain		(6	)		—			(4	)		—
Gain reclassified from AOCL		(2	)		—			(3	)		—
Deferred tax expense on reclassification		1			—			1			—
Other comprehensive income		14			—			8			—
Balance as of end of period	$	7		$	—		$	7		$	—
AOCL
Balance as of beginning of period	$	(95	)	$	(198	)	$	(102	)	$	(99	)
Other comprehensive income (loss)		24			(10	)		31			(109	)
Balance as of end of period	$	(71	)	$	(208	)	$	(71	)	$	(208	)

(1)

Net actuarial loss arising during the six months ended June 30, 2022 relates to the interim measurement of the PPPE due to the pension partial settlement transaction and was primarily due to asset returns, partially offset by an increase in the discount rate utilized in measuring plan obligations, reflecting changes in market rates. Refer to Note 10, Employee Benefits, for additional details.

Note 14. Income Taxes

The effective tax rates for the three and six months ended June 30, 2023 and 2022 represent our estimate of the annual effective tax rates expected to be applicable for the respective full fiscal years, adjusted for any discrete events which are recorded in the period that they occur.

During the three months ended June 30, 2023, we recognized a tax benefit of $8 million on loss before tax of $147 million. The effective tax rate was driven primarily by the inability to recognize a tax benefit on all interest expense. During the six months ended June 30, 2023, we recognized a tax benefit of $27 million on loss before tax of $299 million. The effective tax rate was driven primarily by the inability to recognize a tax benefit on all interest expense.

During the three months ended June 30, 2022, we recognized a tax expense of $45 million on income from continuing operations before tax of $119 million. The effective tax rate was driven primarily by the mix of income taxed at varying rates among the jurisdictions in which we operate and an inability to recognize a tax benefit on all interest expense. During the six months ended June 30, 2022, we recognized a tax expense of $81 million on income from continuing

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

operations before tax of $198 million. The effective tax rate was driven primarily by a $14 million discrete expense from the sale of our equity interests in Naturepak Beverage, as well as the mix of income taxed at varying rates among the jurisdictions in which we operate and an inability to recognize a tax benefit on all interest expense.

We are under audit by the Internal Revenue Service (“IRS”) and other taxing authorities. The IRS is currently auditing our U.S. income tax returns for 2016-2017. As of June 30, 2023, we have not received any proposed adjustments from taxing authorities that would be material. Although the ultimate timing is uncertain, it is reasonably possible that a reduction of up to $9 million of unrecognized tax benefits could occur within the next twelve months due to changes in audit status, settlements of tax assessments and other events.

Note 15. Related Party Transactions

As of June 30, 2023, approximately 77% of our shares were owned by PFL.

Transactions with our related parties are detailed below. All of our related parties are commonly controlled by Mr. Graeme Hart, our controlling shareholder, except for our joint ventures.


	Income (expense) for the						Income (expense) for the
	Three Months Ended June 30,						Six Months Ended June 30,						Balance Outstanding as of
	2023			2022			2023			2022			June 30, 2023			December 31, 2022
Joint ventures
Included in other current assets													$	3		$	3
Sale of goods and services(1)	$	2		$	3		$	4		$	10
Other common controlled entities
Related party receivables(2)														38			46
Sale of goods and services(2)		93			106			199			206
Transition services agreements and rental income(2)		—			—			1			1
Charges(3)		4			3			4			3
Related party payables(2)														(8	)		(6	)
Purchase of goods(2)		(10	)		(21	)		(37	)		(48	)
Charges(3)		(4	)		(3	)		(7	)		(6	)

(1)

All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated based on market rates. All amounts are unsecured, non-interest bearing and settled on normal trade terms.

(2)

We sell and purchase various goods and services with Reynolds Consumer Products Inc. (“RCPI”) under contractual arrangements that expire over a variety of periods through December 31, 2027. During the first quarter of 2023, we amended these contractual arrangements with RCPI, which, among other things, extended the expiration date for certain arrangements and included price adjustments for certain goods we sold to and purchased from RCPI in the current and prior periods. The price adjustments resulted in $22 million of incremental net revenues and $9 million of incremental costs of goods sold recognized during the six months ended June 30, 2023.

We also lease a portion of two facilities to RCPI and are party to an information technology services agreement with RCPI. We do not trade with Graham Packaging Company Inc. (“GPCI”) on an ongoing basis. We also are party to a transition services agreement with GPCI.

(3)

These charges are for various costs incurred including services provided under a transition services agreement, an insurance sharing agreement and an investment advisory agreement with Rank Group Limited (“Rank”). All amounts are unsecured, non-interest bearing and settled on normal trade terms.

Note 16. Equity Based Compensation

We established the Pactiv Evergreen Inc. Equity Incentive Plan (the “Equity Incentive Plan”) for purposes of granting stock or other equity based compensation awards to our employees (including our senior management), directors, consultants and advisors. As of June 30, 2023, the maximum number of shares of common stock available for issuance under our Equity Incentive Plan was 915,130 shares.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Equity based compensation costs were $10 million, $15 million, $6 million and $10 million for the three and six months ended June 30, 2023 and 2022, respectively, substantially all of which was recognized in selling, general and administrative expenses.

Restricted Stock Units

During the six months ended June 30, 2023, we granted restricted stock units (“RSUs”) to certain members of management and certain members of our Board of Directors. These RSUs require future service to be provided and vest in annual installments over a period ranging from one to three years beginning on the first anniversary of the grant date. During the vesting period, the RSUs carry dividend-equivalent rights, but the RSUs do not have voting rights. The RSUs and any related dividend-equivalent rights are forfeited in the event the holder is no longer an employee on the vesting date, unless the holder satisfies certain retirement-eligibility criteria. The following table summarizes RSU activity during 2023:


(In thousands, except per share amounts)	Number of RSUs			Weighted Average Grant Date Fair Value
Non-vested, at January 1		1,983		$	11.89
Granted(1)		1,699			9.68
Forfeited		(89	)		11.38
Vested		(583	)		12.82
Non-vested, at June 30		3,010		$	10.48

(1)

Includes 62 thousand shares reserved for issuance upon the settlement of dividend-equivalent rights carried by the reported RSUs concurrently with the settlement of such RSUs for shares.

Unrecognized compensation cost related to unvested RSUs as of June 30, 2023 was $16 million, which is expected to be recognized over a weighted average period of 2.1 years. The total vest date fair value of shares that vested during the six months ended June 30, 2023 was $6 million.

Performance Share Units

During the six months ended June 30, 2023, we granted performance share units (“PSUs”) to certain members of management which vest on the third anniversary of the grant date. Based on the achievement of a company performance target during a performance period set by our Compensation Committee, upon vesting, the PSUs are exchanged for a number of shares of common stock equal to the number of PSUs multiplied by a factor between 0% and 200%. We use our stock price on the grant date to estimate the fair value of our PSUs. We adjust the expense based on the likelihood of future achievement of performance metrics. If any of the performance targets are not achieved, the awards are forfeited. During the vesting period, the PSUs carry dividend-equivalent rights, but the PSUs do not have voting rights. The PSUs and any related dividend-equivalent rights are forfeited in the event the holder is no longer an employee on the vesting date, unless the holder satisfies certain retirement-eligibility criteria. The following table summarizes PSU activity during 2023:


(In thousands, except per share amounts)	Number of PSUs			Weighted Average Grant Date Fair Value
Non-vested, at January 1		1,155		$	9.29
Granted(1)		1,658			9.55
Forfeited		(30	)		9.57
Non-vested, at June 30		2,783		$	9.44

(1)

Includes 106 thousand shares reserved for issuance upon the settlement of dividend-equivalent rights carried by the reported PSUs concurrently with the settlement of such PSUs for shares.

Unrecognized compensation cost related to unvested PSUs as of June 30, 2023 was $23 million, which is expected to be recognized over a weighted average period of 2.2 years.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 17. Earnings Per Share

(Loss) earnings per share, including a reconciliation of the number of shares used for our (loss) earnings per share calculation, was as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Numerator
Net (loss) earnings attributable to common shareholders	$	(139	)	$	73		$	(273	)	$	116
Less: dividend-equivalents declared for equity based awards		(1	)		(1	)		(2	)		(1	)
Net (loss) earnings available to common shareholders	$	(140	)	$	72		$	(275	)	$	115
Denominator
Weighted average number of shares outstanding - basic		178.5			177.7			178.4			177.7
Effect of dilutive securities		—			0.6			—			0.5
Weighted average number of shares outstanding - diluted		178.5			178.3			178.4			178.2
(Loss) earnings per share attributable to Pactiv Evergreen Inc. common shareholders
Basic	$	(0.78	)	$	0.41		$	(1.54	)	$	0.65
Diluted	$	(0.78	)	$	0.40		$	(1.54	)	$	0.65

The weighted average number of anti-dilutive potential common shares excluded from the calculation above was 0.6 million shares, 0.7 million shares, 0.4 million shares and 0.7 million shares for the three and six months ended June 30, 2023 and 2022, respectively.

On August 1, 2023, our Board of Directors declared a dividend of $0.10 per share to be paid on September 15, 2023 to shareholders of record as of August 31, 2023.

Note 18. Segment Information

As of the end of the second quarter of 2023, we analyze the results of our business through our Foodservice and Food and Beverage Merchandising segments. All prior periods have been recast to reflect the current reportable segment structure and the change in the management of certain product lines. These reportable segments reflect our operating structure and the manner in which our Chief Operating Decision Maker (“CODM”), who is our President and Chief Executive Officer, assesses information for decision-making purposes. The key factors used to identify these reportable segments are the organization of our internal operations and the nature of our products. This reflects how our CODM monitors performance, allocates capital and makes strategic and operational decisions. Our reportable segments are described as follows:

Foodservice - Manufactures a broad range of products that enable consumers to eat and drink where they want and when they want with convenience. Foodservice manufactures food containers, drinkware (hot and cold cups and lids), tableware, serviceware and other products which make eating on-the-go more enjoyable and easy to do.

Food and Beverage Merchandising - Manufactures products that protect and attractively display food and beverages while preserving freshness. Food and Beverage Merchandising products include cartons for fresh refrigerated beverage products, primarily serving dairy (including plant-based, organic and specialties), juice and other specialty beverage end-markets, clear rigid-display containers, containers for prepared and ready-to-eat food, trays for meat and poultry and egg cartons. It also produces fiber-based liquid packaging board for its

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

internal requirements and to sell to other fresh beverage carton manufacturers. Prior to June 2023, it also produced a range of paper-based products which it sold to paper and packaging converters.

Other/Unallocated - In addition to our reportable segments, we had other operating segments that did not meet the threshold for presentation as a reportable segment. These operating segments comprised the remaining components of our former closures business, which generated revenue from the sale of caps and closures, and are presented as “Other.” As of March 31, 2023, we had disposed of all of the remaining components of our former closures business. Unallocated includes corporate costs, primarily relating to general and administrative functions such as finance, tax and legal and the effects of the PPPE.

Information by Segment

We present reportable segment Adjusted EBITDA as this is the financial measure by which management and our CODM allocate resources and analyze the performance of our reportable segments.

A segment’s Adjusted EBITDA represents its earnings before interest, tax, depreciation and amortization and is further adjusted to exclude certain items, including but not limited to, restructuring, asset impairment and other related charges, gains or losses on the sale of businesses and noncurrent assets, non-cash pension income or expense, operational process engineering-related consultancy costs, business acquisition and integration costs and purchase accounting adjustments, unrealized gains or losses on derivatives, foreign exchange gains or losses on cash and gains or losses on certain legal settlements.


	Foodservice		Food and Beverage Merchandising		Reportable Segment Total
For the Three Months Ended June 30, 2023
Net revenues	$	656	$	770	$	1,426
Intersegment revenues		—		35		35
Total reportable segment net revenues		656		805		1,461
Adjusted EBITDA		128		109		237

For the Three Months Ended June 30, 2022
Net revenues	$	749	$	864	$	1,613
Intersegment revenues		—		42		42
Total reportable segment net revenues		749		906		1,655
Adjusted EBITDA		161		111		272

For the Six Months Ended June 30, 2023
Net revenues	$	1,270	$	1,585	$	2,855
Intersegment revenues		—		70		70
Total reportable segment net revenues		1,270		1,655		2,925
Adjusted EBITDA		234		210		444

For the Six Months Ended June 30, 2022
Net revenues	$	1,402	$	1,684	$	3,086
Intersegment revenues		—		73		73
Total reportable segment net revenues		1,402		1,757		3,159
Adjusted EBITDA		271		201		472

Reportable segment assets consisted of the following:


	Foodservice		Food and Beverage Merchandising		Reportable Segment Total
As of June 30, 2023	$	1,332	$	1,537	$	2,869
As of December 31, 2022		1,385		1,884		3,269

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

The following table presents a reconciliation of reportable segment Adjusted EBITDA to consolidated (loss) income before income taxes:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Reportable segment Adjusted EBITDA	$	237		$	272		$	444		$	472
Other		—			2			—			2
Unallocated		(20	)		(25	)		(38	)		(43	)
		217			249			406			431
Adjustments to reconcile to (loss) income before income taxes
Interest expense, net		(64	)		(50	)		(127	)		(99	)
Depreciation and amortization (excluding restructuring-related charges)		(82	)		(86	)		(166	)		(170	)
Beverage Merchandising Restructuring charges		(216	)		—			(403	)		—
Other restructuring and asset impairment charges (reversals)		(1	)		(1	)		—			(1	)
(Loss) gain on sale of businesses and noncurrent assets		(1	)		—			(1	)		27
Non-cash pension (expense) income		(3	)		(2	)		(4	)		8
Operational process engineering-related consultancy costs		—			(1	)		—			(4	)
Business integration costs		—			(2	)		—			(6	)
Unrealized gains (losses) on commodity derivatives		1			1			(1	)		6
Foreign exchange gains (losses) on cash		2			—			(2	)		(2	)
Executive transition charges		—			(2	)		—			(2	)
Gains (losses) on legal settlements		—			15			(1	)		15
Costs associated with legacy facility		—			(3	)		—			(6	)
Other		—			1			—			1
(Loss) income before tax	$	(147	)	$	119		$	(299	)	$	198

The following table presents a reconciliation of reportable segment assets to consolidated assets:


	As of June 30, 2023		As of December 31, 2022
Reportable segment assets(1)	$	2,869	$	3,269
Unallocated(2)		3,761		4,037
Total assets	$	6,630	$	7,306

(1)

Reportable segment assets represent trade receivables, inventory and property, plant and equipment.

(2)

Unallocated is comprised of cash and cash equivalents, other current assets, assets held for sale, entity-wide property, plant and equipment, operating lease right-of-use assets, goodwill, intangible assets, related party receivables and other noncurrent assets.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Information in Relation to Products

Net revenues by product line are as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Foodservice
Drinkware	$	304		$	348		$	568		$	612
Containers		238			275			467			542
Tableware		68			73			143			138
Serviceware and other		46			53			92			110
Food and Beverage Merchandising
Cartons for fresh beverage products		182			230			377			447
Bakery/snack/produce/fruit containers		139			152			266			287
Liquid packaging board		121			121			249			236
Meat trays		109			91			215			175
Tableware		103			111			206			213
Paper products		27			69			74			140
Prepared food trays		36			40			72			82
Egg cartons		32			29			70			57
Other		56			63			126			120
Reportable segment net revenues		1,461			1,655			2,925			3,159
Other / Unallocated
Other		—			27			2			49
Intersegment eliminations		(35	)		(42	)		(70	)		(73	)
Net revenues	$	1,426		$	1,640		$	2,857		$	3,135

For all product lines, there is a relatively short time period between the receipt of the order and the transfer of control over the goods to the customer.

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

Our discussion and analysis is intended to help the reader understand our results of operations and financial condition and is provided as an addition to, and should be read in connection with, our condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.

Our Company

We are a leading manufacturer and distributor of fresh foodservice and food merchandising products and fresh beverage cartons in North America. We produce a broad range of on-trend and feature-rich products that protect, package and display food and beverages for today’s consumers. Our products include containers, drinkware (such as hot and cold cups and lids), cartons for fresh refrigerated beverage products, tableware, meat and poultry trays, liquid packaging board, serviceware, prepared food trays and egg cartons. Our products, many of which are made with recycled, recyclable or renewable materials, are sold to a diversified mix of customers, including restaurants, foodservice distributors, retailers, food and beverage producers, packers and processors.

Change in Segments

We provided certain unaudited recast financial information for the years ended December 31, 2022 and 2021, the four quarters of the year ended December 31, 2022 and the three months ended March 31, 2023 in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 2, 2023.

Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, and Note 18, Segment Information, for additional details.

Business Environment

During the first half of 2023, we experienced a continued moderation in consumer demand for certain of our products, primarily driven by sustained high levels of inflation and general macroeconomic uncertainty. While we have not seen a material economic contraction to-date, these pressures may continue to impact consumer demand and thus our customers’ purchasing decisions and order patterns throughout the remainder of 2023.

Our input costs have largely stabilized and have begun to moderate in certain circumstances as compared to recent periods. Our pricing strategy continues to provide us with flexibility to effectively manage our margins through cost recovery mechanisms and strategic competitive pricing. In this dynamic environment, we remain focused on servicing our customers and improving manufacturing productivity across our business.

During the second quarter of 2023, we ceased operations at our Canton, North Carolina mill and our converting facility in Olmsted Falls, Ohio, and production from the Olmsted Falls facility was reallocated to other sites. We expect these actions will allow us to solidify our leadership position in large, growing end markets while prioritizing our distinctive core strengths.

Elevated interest rates and the resulting volatility within the capital markets over the last year have created uncertainty with respect to the economic outlook. If economic conditions were to deteriorate, a further decline in consumer spending may result, which could lead to a meaningful decline in demand for our products in the remainder of 2023 and beyond.

Recent Developments and Items Impacting Comparability

Beverage Merchandising Restructuring

On March 6, 2023, we announced the Beverage Merchandising Restructuring, a plan approved by our Board of Directors to take significant restructuring actions related to our Beverage Merchandising operations. We expect these actions to increase our production efficiency, streamline our management structure and reduce our ongoing capital expenditures and overhead costs.

We expect that the Beverage Merchandising Restructuring will enable us to maintain our strong position in the liquid packaging market by increasing our overall productivity over time and optimizing our manufacturing footprint. It also resulted in our exit from the uncoated freesheet paper market.

We also continue to explore strategic alternatives for our Pine Bluff, Arkansas mill and our Waynesville, North Carolina facility. We have not set a timetable in relation to this process.

The operations impacted by the Beverage Merchandising Restructuring did not qualify for presentation as discontinued operations.

Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Dispositions

On January 4, 2022, we entered into a definitive agreement with SIG Schweizerische Industrie-Gesellschaft GmbH to sell Beverage Merchandising Asia. The transaction closed on August 2, 2022, and we received proceeds of $336 million.

On March 29, 2022, we completed the sale of our equity interests in Naturepak Beverage, our 50% joint venture with Naturepak Limited, to affiliates of Elopak ASA. We received proceeds of $47 million and recognized a gain on the sale of our equity interests of $27 million during the six months ended June 30, 2022.

None of these dispositions qualify for presentation as discontinued operations.

Pension Partial Settlement Transactions

On September 20, 2022 and February 24, 2022, using PPPE assets, we purchased non-participating group annuity contracts from insurance companies and transferred a portion of the PPPE’s projected benefit obligations. In each instance, the respective insurance companies have assumed responsibility for pension benefits and annuity administration. The following table provides details regarding each transaction:


		(In millions)
Transaction Date	Reporting Period	Assets Transferred		Projected Benefit Obligations Transferred		Settlement Gain Recognized		Number of Participants Impacted
September 20, 2022	Q3 2022	$	629	$	656	$	47		10,200
February 24, 2022	Q1 2022		1,260		1,257		10		13,300

Non-GAAP Measures – Adjusted EBITDA

In addition to financial measures determined in accordance with GAAP, we make use of the non-GAAP financial measure Adjusted EBITDA to evaluate and manage our business and to plan and make near-term and long-term operating and strategic decisions.

Adjusted EBITDA is defined as net (loss) income calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, depreciation and amortization and further adjusted to exclude certain items, including but not limited to restructuring, asset impairment and other related charges, gains or losses on the sale of businesses and noncurrent assets, non-cash pension income or expense, operational process engineering-related consultancy costs, business acquisition and integration costs and purchase accounting adjustments, unrealized gains or losses on derivatives, foreign exchange gains or losses on cash and gains or losses on certain legal settlements.

We present Adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, make strategic decisions and incentivize and reward our employees. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and Board of Directors. We also believe that using Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis because it excludes variations primarily caused by changes in the items noted above. In addition, our chief operating decision maker, who is our President and Chief Executive Officer, uses Adjusted EBITDA of each reportable segment to evaluate the operating performance of such segments.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Instead, you should consider it alongside other financial performance

measures, including our net (loss) income and other GAAP results. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses such as those that are the subject of adjustments made in deriving Adjusted EBITDA, and you should not infer from our presentation of Adjusted EBITDA that our future results will not be affected by these expenses or any unusual or non-recurring items. The following is a reconciliation of our net (loss) income, the most directly comparable GAAP financial measure, to Adjusted EBITDA for each of the periods indicated:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(In millions)	2023			2022			2023			2022
Net (loss) income (GAAP)	$	(139	)	$	74		$	(272	)	$	117
Income tax (benefit) expense		(8	)		45			(27	)		81
Interest expense, net		64			50			127			99
Depreciation and amortization (excluding restructuring-related charges)		82			86			166			170
Beverage Merchandising Restructuring charges(1)		216			—			403			—
Other restructuring and asset impairment charges (reversals)(2)		1			1			—			1
Loss (gain) on sale of businesses and noncurrent assets(3)		1			—			1			(27	)
Non-cash pension expense (income)(4)		3			2			4			(8	)
Operational process engineering-related consultancy costs(5)		—			1			—			4
Business integration costs(6)		—			2			—			6
Unrealized (gains) losses on commodity derivatives		(1	)		(1	)		1			(6	)
Foreign exchange (gains) losses on cash		(2	)		—			2			2
Executive transition charges(7)		—			2			—			2
(Gains) losses on legal settlements(8)		—			(15	)		1			(15	)
Costs associated with legacy facility(9)		—			3			—			6
Other		—			(1	)		—			(1	)
Adjusted EBITDA (Non-GAAP)	$	217		$	249		$	406		$	431

(1)

Reflects charges related to the Beverage Merchandising Restructuring, including $177 million and $267 million of accelerated depreciation expense during the three and six months ended June 30, 2023, respectively. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

(2)

Reflects other restructuring and asset impairment charges (reversals) not related to the Beverage Merchandising Restructuring. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

(3)

Reflects the loss (gain) from the sale of businesses and noncurrent assets, primarily the sale of our equity interests in Naturepak Beverage in 2022. Refer to Note 2, Dispositions, for additional details.

(4)

Reflects the non-cash pension expense (income) related to our employee benefit plans, including the pension settlement gain of $10 million recognized during the six months ended June 30, 2022. Refer to Note 10, Employee Benefits, for additional details.

(5)

Reflects the costs incurred to evaluate and improve the efficiencies of our manufacturing and distribution operations.

(6)

Reflects integration costs related to Fabri-Kal.

(7)

Reflects charges relating to key executive retirement and separation agreements.

(8)

Reflects (gains) losses, net of costs, arising from the settlement of certain historical legal actions.

(9)

Reflects costs related to a closed facility that was sold prior to our acquisition of the entity.

Results of Operations

Three Months Ended June 30, 2023 and 2022

Consolidated Results


	For the Three Months Ended June 30,
(In millions, except for %)	2023			% of Revenue			2022			% of Revenue			Change			% Change
Net revenues	$	1,426			100	%	$	1,640			100	%	$	(214	)		(13	)%
Cost of sales		(1,342	)		(94	)%		(1,332	)		(81	)%		(10	)		(1	)%
Gross profit		84			6	%		308			19	%		(224	)		(73	)%
Selling, general and administrative expenses		(136	)		(10	)%		(148	)		(9	)%		12			8	%
Restructuring, asset impairment and other related charges		(32	)		(2	)%		(1	)		—	%		(31	)	NM
Other income, net		4			—	%		12			1	%		(8	)		67	%
Operating (loss) income		(80	)		(6	)%		171			10	%		(251	)	NM
Non-operating expense, net		(3	)		—	%		(2	)		—	%		(1	)		(50	)%
Interest expense, net		(64	)		(4	)%		(50	)		(3	)%		(14	)		(28	)%
(Loss) income before tax		(147	)		(10	)%		119			7	%		(266	)	NM
Income tax benefit (expense)		8			1	%		(45	)		(3	)%		53		NM
Net (loss) income	$	(139	)		(10	)%	$	74			5	%	$	(213	)	NM
Adjusted EBITDA(1)	$	217			15	%	$	249			15	%	$	(32	)		(13	)%

(1)

Adjusted EBITDA is a non-GAAP measure. For details, refer to Non-GAAP Measures - Adjusted EBITDA, including a reconciliation between net (loss) income and Adjusted EBITDA.

NM indicates that the calculation is “not meaningful”.

Components of Change in Reportable Segment Net Revenues


	Price/Mix			Volume			Dispositions / Mill Closure			FX			Total
Net revenues		—	%		(6	)%		(7	)%		—	%		(13	)%
By reportable segment:
Foodservice		(6	)%		(6	)%		—	%		—	%		(12	)%
Food and Beverage Merchandising		4	%		(7	)%		(9	)%		1	%		(11	)%

Net Revenues. Net revenues for the three months ended June 30, 2023 decreased by $214 million, or 13%, to $1,426 million compared to the prior year period. The decrease was primarily due to lower sales volume, the closure of our Canton, North Carolina mill operations during the second quarter of 2023 and the disposition of Beverage Merchandising Asia on August 2, 2022. Lower sales volume was largely due to a focus on value over volume and the market softening amid inflationary pressures.

Cost of Sales. Cost of sales for the three months ended June 30, 2023 increased by $10 million, or 1%, to $1,342 million compared to the prior year period. The increase was primarily due to $182 million of charges related to the Beverage Merchandising Restructuring as well as higher manufacturing costs. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details of the Beverage Merchandising Restructuring. These increases were partially offset by lower sales volume, lower material costs, the closure of our Canton, North Carolina mill operations and the disposition of Beverage Merchandising Asia.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended June 30, 2023 decreased by $12 million, or 8%, to $136 million compared to the prior year period. The decrease was primarily due to lower employee-related costs.

Restructuring, Asset Impairment and Other Related Charges. Restructuring, asset impairment and other related charges for the three months ended June 30, 2023 comprised $32 million of charges, substantially all of which related to the Beverage Merchandising Restructuring. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Other Income, Net. Other income, net for the three months ended June 30, 2022 decreased by $8 million to $4 million compared to the prior period. The decrease was due to a gain of $15 million, net of costs, related to the settlement of a historical legal action included in the prior period.

Non-operating Expense, Net. Non-operating expense, net, for the three months ended June 30, 2023 increased by $1 million to $3 million compared to the prior year period. Refer to Note 10, Employee Benefits, for additional details.

Interest Expense, Net. Interest expense, net, for the three months ended June 30, 2023 increased by $14 million, or 28%, to $64 million, compared to the prior year period. The increase was mostly due to an increase in the interest rate on our floating rate term loans. Refer to Note 8, Debt, for additional details.

Income Tax Benefit (Expense). During the three months ended June 30, 2023, we recognized a tax benefit of $8 million on a loss before tax of $147 million, compared to tax expense of $45 million on income before tax of $119 million for the prior year period. The effective tax rate during the current year period was driven primarily by the inability to recognize a tax benefit on all interest expense. The effective tax rate during the prior year period was primarily attributable to our overall projected earnings subject to taxation at varying rates in the jurisdictions in which we operate and limitations on the ability to recognize a tax benefit on all interest expense.

Adjusted EBITDA. Adjusted EBITDA for the three months ended June 30, 2023 decreased by $32 million, or 13%, to $217 million compared to the prior year period. The decrease was primarily attributable to lower sales volume and higher manufacturing costs as well as the impact of the disposition of Beverage Merchandising Asia and the closure of our Canton, North Carolina mill operations, partially offset by lower transportation costs.

Segment Information

Foodservice


	For the Three Months Ended June 30,
(In millions, except for %)	2023			2022			Change			% Change
Total segment net revenues	$	656		$	749		$	(93	)		(12	)%
Segment Adjusted EBITDA	$	128		$	161		$	(33	)		(20	)%
Segment Adjusted EBITDA margin		20	%		21	%

Total Segment Net Revenues. Foodservice total segment net revenues for the three months ended June 30, 2023 decreased by $93 million, or 12%, to $656 million compared to the prior year period. The decrease was due to lower sales volume and unfavorable pricing largely due to a continued focus on value over volume and the contractual pass-through of lower material costs.

Adjusted EBITDA. Foodservice Adjusted EBITDA for the three months ended June 30, 2023 decreased by $33 million, or 20%, to $128 million compared to the prior year period. The decrease was primarily due to unfavorable pricing, net of costs passed through, lower sales volume and higher manufacturing costs, partially offset by lower transportation costs.

Food and Beverage Merchandising


	For the Three Months Ended June 30,
(In millions, except for %)	2023			2022			Change			% Change
Total segment net revenues	$	805		$	906		$	(101	)		(11	)%
Segment Adjusted EBITDA	$	109		$	111		$	(2	)		(2	)%
Segment Adjusted EBITDA margin		14	%		12	%

Total Segment Net Revenues. Food and Beverage Merchandising total segment net revenues for the three months ended June 30, 2023 decreased by $101 million, or 11%, to $805 million compared to the prior year period. The decrease was primarily due to lower sales volume, the closure of our Canton, North Carolina mill operations and the disposition of Beverage Merchandising Asia. Sales volume was lower mainly due to a focus on value over volume and the market softening amid inflationary pressures. These decreases were partially offset by favorable pricing, driven by pricing actions taken to offset higher input costs.

Adjusted EBITDA. Food and Beverage Merchandising Adjusted EBITDA for the three months ended June 30, 2023 decreased by $2 million, or 2%, to $109 million compared to the prior year period. The decrease was primarily due to higher manufacturing costs, lower sales volume, the closure of our Canton, North Carolina mill operations and the disposition of Beverage Merchandising Asia. These decreases were partially offset by favorable pricing, net of material costs passed through, and lower transportation and employee-related costs.

Six Months Ended June 30, 2023 and 2022

Consolidated Results


	For the Six Months Ended June 30,
(In millions, except for %)	2023			% of Revenue			2022			% of Revenue			Change			% Change
Net revenues	$	2,857			100	%	$	3,135			100	%	$	(278	)		(9	)%
Cost of sales		(2,658	)		(93	)%		(2,595	)		(83	)%		(63	)		(2	)%
Gross profit		199			7	%		540			17	%		(341	)		(63	)%
Selling, general and administrative expenses		(266	)		(9	)%		(290	)		(9	)%		24			8	%
Restructuring, asset impairment and other related charges		(105	)		(4	)%		(1	)		—	%		(104	)	NM
Other income, net		4			—	%		40			1	%		(36	)		(90	)%
Operating (loss) income		(168	)		(6	)%		289			9	%		(457	)	NM
Non-operating (expense) income, net		(4	)		—	%		8			—	%		(12	)	NM
Interest expense, net		(127	)		(4	)%		(99	)		(3	)%		(28	)		(28	)%
(Loss) income before tax		(299	)		(10	)%		198			6	%		(497	)	NM
Income tax benefit (expense)		27			1	%		(81	)		(3	)%		108		NM
Net (loss) income	$	(272	)		(10	)%	$	117			4	%	$	(389	)	NM
Adjusted EBITDA(1)	$	406			14	%	$	431			14	%	$	(25	)		(6	)%

(1)

Adjusted EBITDA is a non-GAAP measure. For details, refer to Non-GAAP Measures - Adjusted EBITDA, including a reconciliation between net (loss) income and Adjusted EBITDA.

Components of Change in Reportable Segment Net Revenues


	Price/Mix			Volume			Dispositions / Mill Closure			Total
Net revenues		3	%		(7	)%		(5	)%		(9	)%
By reportable segment:
Foodservice		(3	)%		(6	)%		—	%		(9	)%
Food and Beverage Merchandising		8	%		(7	)%		(7	)%		(6	)%

Net Revenues. Net revenues for the six months ended June 30, 2023 decreased by $278 million, or 9%, to $2,857 million compared to the prior year period. The decrease was primarily due to lower sales volume, the disposition of Beverage Merchandising Asia on August 2, 2022, and the closure of our Canton, North Carolina mill operations during the second quarter of 2023. Lower sales volume was mainly due to a focus on value over volume and the market softening amid inflationary pressures. These decreases were partially offset by favorable pricing, driven by pricing actions in our Food and Beverage Merchandising segment.

Cost of Sales. Cost of sales for the six months ended June 30, 2023 increased by $63 million, or 2%, to $2,658 million compared to the prior year period. The increase was primarily due to $294 million of charges related to the Beverage Merchandising Restructuring as well as higher manufacturing costs. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details of the Beverage Merchandising Restructuring. These increases were partially offset by lower sales volume, lower material costs, the disposition of Beverage Merchandising Asia and the closure of our Canton, North Carolina mill operations.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the six months ended June 30, 2023 decreased by $24 million, or 8%, to $266 million compared to the prior year period. The decrease was primarily due to lower employee-related costs.

Restructuring, Asset Impairment and Other Related Charges. Restructuring, asset impairment and other related charges for the six months ended June 30, 2023 comprised $105 million of charges, substantially all of which related to the Beverage Merchandising Restructuring. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Other Income, Net. Other income, net for the six months ended June 30, 2022 decreased by $36 million to $4 million compared to the prior period. The decrease was due to a gain of $27 million related to the sale of Naturepak Beverage and a gain of $15 million, net of costs, related to the settlement of a historical legal action included in the prior period.

Non-operating (Expense) Income, Net. Non-operating (expense) income, net, for the six months ended June 30, 2023 was $4 million of expense compared to $8 million of income for the six months ended June 30, 2022. The change was principally due to a $10 million pension settlement gain recognized in the prior year period. Refer to Note 10, Employee Benefits, for additional details.

Interest Expense, Net. Interest expense, net, for the six months ended June 30, 2023 increased by $28 million, or 28%, to $127 million, compared to the prior year period. The increase was primarily due to an increase in the interest rate on our floating rate term loans. Refer to Note 8, Debt, for additional details.

Income Tax Benefit (Expense). During the six months ended June 30, 2023, we recognized a tax benefit of $27 million on a loss before tax of $299 million, compared to tax expense of $81 million on income before tax of $198 million for the prior year period. The effective tax rate during the current year period was driven primarily by the inability to recognize a tax benefit on all interest expense. The effective tax rate during the prior year period was driven primarily by a $14 million discrete expense from the sale of our equity interests in Naturepak Beverage, as well as the mix of income taxed at varying rates among the jurisdictions in which we operate and the inability to recognize a tax benefit on all interest expense.

Adjusted EBITDA. Adjusted EBITDA for the six months ended June 30, 2023 decreased by $25 million, or 6%, to $406 million compared to the prior year period. The decrease reflects lower sales volume and higher manufacturing costs as well as the impact from the disposition of Beverage Merchandising Asia and the closure of our Canton, North Carolina mill operations, partially offset by favorable pricing, net of material costs passed through, and lower transportation costs.

Segment Information

Foodservice


	For the Six Months Ended June 30,
(In millions, except for %)	2023			2022			Change			% Change
Total segment net revenues	$	1,270		$	1,402		$	(132	)		(9	)%
Segment Adjusted EBITDA	$	234		$	271		$	(37	)		(14	)%
Segment Adjusted EBITDA margin		18	%		19	%

Total Segment Net Revenues. Foodservice total segment net revenues for the six months ended June 30, 2023 decreased by $132 million, or 9%, to $1,270 million compared to the prior year period. The decrease was mainly due to lower sales volume and unfavorable pricing due to a continued focus on value over volume and the contractual pass-through of lower material costs.

Adjusted EBITDA. Foodservice Adjusted EBITDA for the six months ended June 30, 2023 decreased by $37 million, or 14%, to $234 million compared to the prior year period. The decrease was primarily due to unfavorable pricing, net of costs passed through, higher manufacturing costs and lower sales volume, partially offset by lower transportation costs.

Food and Beverage Merchandising


	For the Six Months Ended June 30,
(In millions, except for %)	2023			2022			Change			% Change
Total segment net revenues	$	1,655		$	1,757		$	(102	)		(6	)%
Segment Adjusted EBITDA	$	210		$	201		$	9			4	%
Segment Adjusted EBITDA margin		13	%		11	%

Total Segment Net Revenues. Food and Beverage Merchandising total segment net revenues for the six months ended June 30, 2023 decreased by $102 million, or 6%, to $1,655 million compared to the prior year period. The decrease was primarily due to lower sales volume, the disposition of Beverage Merchandising Asia and the closure of our Canton, North Carolina mill operations. Lower sales volume was driven by a focus on value over volume and the market softening amid inflationary pressures. These decreases were partially offset by favorable pricing, due to pricing actions taken to offset higher input costs, including pricing benefit from the extension of key business, and the contractual pass-through of higher material costs.

Adjusted EBITDA. Food and Beverage Merchandising Adjusted EBITDA for the six months ended June 30, 2023 increased by $9 million, or 4%, to $210 million compared to the prior year period. The increase was primarily due to favorable pricing, net of material costs passed through, partially offset by higher manufacturing costs, lower sales volume, the disposition of Beverage Merchandising Asia and the closure of our Canton, North Carolina mill operations.

Liquidity and Capital Resources

We manage our capital structure in an effort to most effectively execute our strategic priorities and maximize shareholder value. We believe that we have sufficient liquidity to support our ongoing operations and to re-invest in our business to drive future growth. Our projected operating cash flows, cash on-hand and available capacity under our revolving credit facility are our primary sources of liquidity for the next 12 months. We expect our liquidity to fund capital expenditures, payments of interest and principal on our debt, cash-based restructuring charges and distributions to shareholders that require approval by our Board of Directors. Additionally, we may utilize portions of our excess cash to repurchase certain amounts of our long-term debt prior to maturity depending on market conditions, among other factors.

Cash flows

Our cash flows for the six months ended June 30, 2023 and 2022 were as follows:


	For the Six Months Ended June 30,
(In millions)	2023			2022
Net cash provided by operating activities	$	215		$	166
Net cash used in investing activities		(114	)		(69	)
Net cash used in financing activities		(337	)		(53	)
Effect of exchange rate on cash and cash equivalents		5			(3	)
Net (decrease) increase in cash and cash equivalents	$	(231	)	$	41

Net cash flows were an outflow of $231 million in the current year period compared to an inflow of $41 million in the prior year period primarily due to $290 million of early debt repayments during 2023 and proceeds received for the sale of Naturepak Beverage during the prior year, partially offset by higher net cash provided by operating activities. Net cash provided by operating activities increased primarily due to the strategic inventory build during the prior year that did not recur, partially offset by higher incentive compensation payments, cash payments made related to the Beverage Merchandising Restructuring and higher cash interest payments.

During the six months ended June 30, 2023, our primary source of cash was $215 million of net cash provided by operating activities. The net cash provided by operating activities reflects income from operations, partially offset by $135 million of cash interest payments and $31 million of cash taxes. Our primary uses of cash for the same period were $290 million of early debt repayments and repurchases, $116 million of capital expenditures and $36 million of dividends paid.

During the six months ended June 30, 2022, our primary sources of cash were $166 million of net cash provided by operating activities and $47 million of proceeds from the sale of Naturepak Beverage. The net cash provided by operating activities reflects income from operations, partially offset by $98 million of cash interest payments and $35 million of cash taxes. Our primary uses of cash for the same period were $114 million of capital expenditures and $36 million of dividends paid.

Dividends

During each of the three months ended June 30, 2023 and 2022, we paid cash dividends of $18 million. On August 1, 2023, our Board of Directors declared a dividend of $0.10 per share to be paid on September 15, 2023 to shareholders of record as of August 31, 2023.

Our Credit Agreement and Notes limit the ability to make dividend payments, subject to specified exceptions. Our Board of Directors must review and approve future dividend payments and will determine whether to declare additional dividends based on our operating performance, expected future cash flows, debt levels, liquidity needs and investment opportunities.

Financing and capital resources

As of June 30, 2023, we had $3,862 million of total principal amount of borrowings. Refer to Note 8, Debt, for additional details. Of our total debt, $1,933 million is subject to variable interest rates, representing borrowings drawn under our Credit Agreement.

On April 17, 2023, we amended the Credit Agreement, replacing the LIBOR-based reference rate with a SOFR-based reference rate, effective for interest payments for the period commencing April 28, 2023. As of June 30, 2023, the underlying one-month SOFR for amounts borrowed under our Credit Agreement was 5.22%.

During the six months ended June 30, 2023, we repaid an aggregate of $290 million of our U.S. term loans Tranche B-2.

During the fourth quarter of 2022, we entered into derivative financial instruments with large institutions that fixed the LIBO rate at a weighted average rate of 4.12% for an aggregate notional amount of $1,000 million to hedge a portion of the interest rate exposure resulting from our U.S. term loans and classified the instruments as cash flow hedges. Our cash flow hedge contracts mature in October 2025. During the second quarter of 2023, we amended our interest rate swap agreements, replacing the LIBOR-based reference rate with a SOFR-based reference rate, effective for swap payments for the period commencing April 28, 2023. The weighted average fixed rate of 4.12% for our interest rate swap agreements was unchanged as a result of these amendments.

Based on the one-month SOFR as of June 30, 2023, and including the impact of our interest rate swap agreements, our 2023 annual cash interest obligations on our borrowings are expected to be approximately $260 million.

Under the Credit Agreement, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Incremental senior secured indebtedness under the Credit Agreement and senior secured or unsecured notes in lieu thereof are permitted to be incurred up to an aggregate principal amount of $750 million subject to pro forma compliance with the Credit Agreement’s total secured leverage ratio covenant. In addition, we may incur senior secured indebtedness in an unlimited amount as long as our total secured leverage ratio does not exceed 4.50 to 1.00 on a pro forma basis, and (in the case of incremental senior secured indebtedness under the Credit Agreement only) we are in pro forma compliance with the Credit Agreement’s total secured leverage ratio covenant. The incurrence of unsecured indebtedness, including the issuance of senior notes, and unsecured subordinated indebtedness is also permitted (subject to the terms of the Credit Agreement) if the fixed charge coverage ratio is at least 2.00 to 1.00 on a pro forma basis.

Under the respective indentures governing the Notes, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Indebtedness may be incurred under the incurrence tests if the fixed charge coverage ratio is at least 2.00 to 1.00 on a pro forma basis or the consolidated total leverage ratio is no greater than 5.50 to 1.00 and the liens securing first lien secured indebtedness do not exceed a 4.10 to 1.00 consolidated secured first lien leverage ratio.

We are required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% or 0% if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due for the year ended December 31, 2022.

Liquidity and working capital

Our liquidity position is summarized in the table below:


(In millions, except for current ratio)	As of June 30, 2023		As of December 31, 2022
Cash and cash equivalents(1)	$	302	$	531
Availability under revolving credit facility		200		200
	$	502	$	731
Working capital(2)		1,004		1,305
Current ratio		2.2		2.4

(1)

Excludes $2 million of cash classified as held for sale as of December 31, 2022.

(2)

Includes $6 million of assets and $3 million of liabilities classified as held for sale as of December 31, 2022.

As of June 30, 2023, we had $302 million of cash and cash equivalents on-hand. We also had $200 million available for drawing under our revolving credit facility, net of $50 million utilized in the form of letters of credit under the facility. Our next debt maturity is $217 million of Pactiv Debentures due in December 2025, excluding amortization payments related to our U.S. term loans Tranche B-3 under our Credit Agreement.

We believe that we have sufficient liquidity to support our ongoing operations in the next 12 months and to invest in future growth to create further value for our shareholders. Our primary drivers of decreased liquidity for the six months ended June 30, 2023 were $290 million of debt repayments, $116 million of capital expenditures and $36 million of dividends paid. These drivers of decreased liquidity were partially offset by net operating cash flows of $215 million during the same period. We currently anticipate incurring a total of approximately $280 million in capital expenditures and approximately $120 million of cash restructuring charges during 2023.

During the six months ended June 30, 2023, our working capital decreased $301 million, or 23%, primarily due to our use of cash for $290 million of early debt repayments, capital expenditures, reductions of our inventory levels and dividend payments, which were partially offset by income from operations. Our working capital position provides us the flexibility for further consideration of strategic initiatives, including reinvestment in our business and deleveraging of our balance sheet. As a result, we may utilize portions of our excess cash to repurchase certain amounts of our long-term debt prior to maturity depending on market conditions, among other factors.

Our ability to borrow under our revolving credit facility or to incur additional indebtedness may be limited by the terms of such indebtedness or other indebtedness, including the Credit Agreement and the Notes. The Credit Agreement and the respective indentures governing the Notes generally allow our subsidiaries to transfer funds in the form of cash dividends, loans or advances within the Company.

Other than short-term leases executed in the normal course of business, we have no material off-balance sheet obligations.

Critical Accounting Policies, Estimates and Assumptions

The most critical accounting policies and estimates are those that are most important to the portrayal of our financial condition and results of operations and require us to make the most difficult and subjective judgments, often estimating the outcome of future events that are inherently uncertain. Our significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022. Our critical accounting estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022.

Recent Accounting Pronouncements

New accounting standards that we have recently adopted, as well as accounting standards that have been recently issued but not yet adopted by us, is included in Note 1, Nature of Operations and Basis of Presentation.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There have been no material changes to our market risk during the six months ended June 30, 2023. For additional information, refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 4. Controls and Procedures.

a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. In connection with the preparation of this report, management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2023, our disclosure controls and procedures were effective.

b) Changes in Internal Control over Financial Reporting

There were no material changes in our internal control over financial reporting that occurred during the three months ended June 30, 2023 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.

The information required to be set forth under this heading is incorporated by reference from Note 12, Commitments and Contingencies, to the interim Condensed Consolidated Financial Statements included in Part I, Item 1.

Item 1A. Risk Factors.

There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2022.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the three months ended June 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits.

The following exhibits are filed as part of, or are incorporated by reference in, this report:


			Incorporated by Reference
Exhibit	Exhibit Title	Filed Here-With?	Form	Exhibit No.	Date Filed
3.1	Amended and Restated Certificate of Incorporation of the Registrant.		8-K	3.1	Sept. 21, 2020
3.2	Amended and Restated Bylaws of the Registrant.		8-K	3.2	Sept. 21, 2020
10.1	Amendment No. 15, dated as of April 17, 2023, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.	X
10.2	Amendment No. 16, dated as of July 26, 2023, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.	X
10.3	Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016, as conformed to reflect amendments through Amendment No. 16, dated July 26, 2023, by and among Reynolds Group holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors party thereto from time to time, the lenders party thereto from time to time and Credit Suisse AG, Cayman Islands Branch, as administrative agent.	X
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
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SIGNATURES

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.


			PACTIV EVERGREEN INC.
			(Registrant)

	By:		/s/ Jonathan H. Baksht
			Jonathan H. Baksht
			Chief Financial Officer (principal financial officer and principal accounting officer)
			August 2, 2023