BERY 10-Q Quarterly Report July 1, 2023

BERRY GLOBAL GROUP, INC.

10-Qs and 10-Ks

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10-Q	Quarter ended Aug. 6, 2013
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended July 1, 2023

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

For the transition period from __________ to __________

Commission File Number 001-35672

BERRY GLOBAL GROUP, INC.

A Delaware corporation

101 Oakley Street , Evansville , Indiana , 47710

( 812 ) 424-2904

IRS employer identification number

20-5234618

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

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

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

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

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

Large Accelerated Filer ☒

Accelerated Filer ☐

Non-Accelerated Filer ☐

Smaller Reporting Company ☐

Emerging Growth Company ☐

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

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

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

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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

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

Berry Global Group, Inc.

Form 10-Q Index

For Quarterly Period Ended July 1, 2023

Part I.	Financial Information		Page No.
	Item 1.	Financial Statements:
		Consolidated Statements of Income and Comprehensive Income	4
		Consolidated Balance Sheets	5
		Consolidated Statements of Cash Flows	6
		Consolidated Statements of Changes in Stockholders’ Equity	7
		Notes to Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
	Item 4.	Controls and Procedures	21
Part II.	Other Information
	Item 1.	Legal Proceedings	22
	Item 1A.	Risk Factors	22
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
	Item 5.	Other Information	23
	Item 6.	Exhibits	23
	Signature		24

Part I. Financial Information

Item 1.

Financial Statements

Berry Global Group, Inc.

Consolidated Statements of Income

(Unaudited)

(in millions of dollars, except per share amounts)

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

Net income per share:
Basic	$	1.20	$	1.61	$	3.50	$	4.02
Diluted		1.18		1.58		3.47		3.93

Consolidated Statements of Comprehensive Income

(Unaudited)

(in millions of dollars)

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

See notes to consolidated financial statements.

Be rry Global Group, Inc.

Consolidated Balance Sheets

(in millions of dollars)

	July 1, 2023			October 1, 2022
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	633		$	1,410
Accounts receivable		1,748			1,777
Finished goods		1,070			1,010
Raw materials and supplies		660			792
Prepaid expenses and other current assets		229			175
Total current assets		4,340			5,164
Noncurrent assets:
Property, plant and equipment		4,651			4,342
Goodwill and intangible assets		6,830			6,685
Right-of-use assets		611			521
Other assets		117			244
Total assets	$	16,549		$	16,956


Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,159		$	1,795
Accrued employee costs		245			253
Other current liabilities		909			783
Current portion of long-term debt		12			13
Total current liabilities		2,325			2,844
Noncurrent liabilities:
Long-term debt		9,200			9,242
Deferred income taxes		552			707
Employee benefit obligations		157			160
Operating lease liabilities		512			429
Other long-term liabilities		416			378
Total liabilities		13,162			13,760

Stockholders’ equity:
Common stock ( 118.1 and 124.2 million shares issued, respectively)		1			1
Additional paid-in capital		1,222			1,177
Retained earnings		2,344			2,421
Accumulated other comprehensive loss		( 180	)		( 403	)
Total stockholders’ equity		3,387			3,196
Total liabilities and stockholders’ equity	$	16,549		$	16,956

See notes to consolidated financial statements.

Berr y Global Group, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(in millions of dollars)

	Three Quarterly Periods Ended
	July 1, 2023			July 2, 2022
Cash Flows from Operating Activities:
Net income	$	423		$	533
Adjustments to reconcile net cash from operating activities:
Depreciation		425			424
Amortization of intangibles		181			196
Non-cash interest (income) expense, net		( 45	)		11
Settlement of derivatives		36			69
Deferred income tax		( 94	)		( 66	)
Share-based compensation expense		36			34
Other non-cash operating activities, net		18			( 2	)
Changes in working capital		( 473	)		( 800	)
Changes in other assets and liabilities		( 17	)		( 54	)
Net cash from operating activities		490			345

Cash Flows from Investing Activities:
Additions to property, plant and equipment, net		( 560	)		( 556	)
Divestiture of business		—			125
Acquisition of business and other		( 88	)		6
Net cash from investing activities		( 648	)		( 425	)

Cash Flows from Financing Activities:
Proceeds from long-term borrowings		500			170
Repayments on long-term borrowings		( 687	)		( 16	)
Proceeds from issuance of common stock		26			24
Repurchase of common stock		( 415	)		( 637	)
Dividends paid		( 97	)		—
Other, net		7			—
Net cash from financing activities		( 666	)		( 459	)
Effect of currency translation on cash		47			( 25	)
Net change in cash and cash equivalents		( 777	)		( 564	)
Cash and cash equivalents at beginning of period		1,410			1,091
Cash and cash equivalents at end of period	$	633		$	527

See notes to consolidated financial statements.

Be rry Global Group, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(in millions of dollars)

Quarterly Period Ended	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total
Balance at April 1, 2023	$	1	$	1,214		$	( 234	)	$	2,314		$	3,295
Net income		—		—			—			143			143
Other comprehensive income		—		—			54			—			54
Share-based compensation		—		6			—			—			6
Proceeds from issuance of common stock		—		8			—			—			8
Common stock repurchased and other		—		( 6	)		—			( 81	)		( 87	)
Dividends paid		—		—			—			( 32	)		( 32	)
Balance at July 1, 2023	$	1	$	1,222		$	( 180	)	$	2,344		$	3,387

Balance at April 2, 2022	$	1	$	1,174		$	( 181	)	$	2,326		$	3,320
Net income		—		—			—			207			207
Other comprehensive income		—		—			( 140	)		—			( 140	)
Share-based compensation		—		6			—			—			6
Proceeds from issuance of common stock		—		2			—			—			2
Common stock repurchased and other		—		( 11	)		—			( 275	)		( 286	)
Balance at July 2, 2022	$	1	$	1,171		$	( 321	)	$	2,258		$	3,109

Three Quarterly Periods Ended	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total
Balance at October 1, 2022	$	1	$	1,177		$	( 403	)	$	2,421		$	3,196
Net income		—		—			—			423			423
Other comprehensive income		—		—			223			—			223
Share-based compensation		—		36			—			—			36
Proceeds from issuance of common stock		—		26			—			—			26
Common stock repurchased and other		—		( 17	)		—			( 403	)		( 420	)
Dividends paid		—		—			—			( 97	)		( 97	)
Balance at July 1, 2023	$	1	$	1,222		$	( 180	)	$	2,344		$	3,387

Balance at October 2, 2021	$	1	$	1,134		$	( 296	)	$	2,341		$	3,180
Net income		—		—			—			533			533
Other comprehensive income		—		—			( 25	)		—			( 25	)
Share-based compensation		—		34			—			—			34
Proceeds from issuance of common stock		—		24			—			—			24
Common stock repurchased and other		—		( 21	)		—			( 616	)		( 637	)
Balance at July 2, 2022	$	1	$	1,171		$	( 321	)	$	2,258		$	3,109

See notes to consolidated financial statements.

Berry Global Group, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

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

1. Basis of Presentation

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

2. Critical Accounting Policies and Recent Accounting Pronouncements

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

Reference Rate Reform

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

3. Revenue and Accounts Receivable

Our revenues are primarily derived from the sale of non-woven, flexible and rigid products to customers. Revenue is recognized when performance obligations are satisfied, in an amount reflecting the consideration to which the Company expects to be entitled. We consider the promise to transfer products to be our sole performance obligation. If the consideration agreed to in a contract includes a variable amount, we estimate the amount of c onsideration we expect to be entitled to in exchange for transferring the promised goods to the customer using the most likely amount method. Our main source of variable consideration is customer rebates. There are no material instances where variable consideration is constrained and not recorded at the initial time of sale. Generally, our revenue is recognized at a point in time for standard promised goods at the time of shipment, when title and risk of loss pass to the customer. The accrual for customer rebates was $ 108 million and $ 103 million at July 1, 2023 and October 1, 2022, respectively, and is included in Other current liabilities on the Consolidated Balance Sheets. The Company disaggregates revenue based on reportable business segment, geography, and significant product line. Refer to Note 10. Segment and Geographic Data for further information.

Accounts receivable are presented net of allowance for credit losses of $ 18 million at July 1, 2023 and October 1, 2022. The Company records its current expected credit losses based on a variety of factors including historical loss experience and current customer financial condition. The changes to our current expected credit losses, write-off activity, and recoveries were not material for any of the periods presented.

The Company has entered into various factoring agreements, including customer-based supply chain financing programs, to sell certain receivables to third-party financial institutions. Agreements which result in true sales of the transferred receivables, which occur when receivables are transferred without recourse to the Company, are reflected as a reduction of accounts receivable on the consolidated balance sheets and the proceeds are included in the cash flows from operating activities in the consolidated statements of cash flows. The fees associated with the transfer of receivables for all programs were not material for any of the periods presented.

4. Acquisition

Pro-Western Plastics

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

5. Restructuring and Transaction Activities

During fiscal 2023, the Company announced several plant rationalizations in all four segments in order to deliver cost savings and optimize equipment utilization. In total, over the next three years , these plant rationalizations are projected to cost approximately $ 200 million with the operations savings intended to counter general economic softness. The plant rationalizations are expected to be fully implemented by the end of fiscal 2025.

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

	Quarterly Period Ended				Three Quarterly Periods Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Consumer Packaging International	$	17	$	3	$	32	$	10
Consumer Packaging North America		6		1		14		4
Health, Hygiene & Specialties		12		3		21		2
Engineered Materials		2		—		7		2
Consolidated	$	37	$	7	$	74	$	18

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

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

6. Leases

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

Supplemental lease information is as follows:

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

7. Long-Term Debt

Long-term debt consists of the following:

Facility	Maturity Date	July 1, 2023			October 1, 2022
Term loan ^(a)	July 2026	$	3,290			3,440
Revolving line of credit	June 2028		—			—
0.95 % First Priority Senior Secured Notes ^(b)	February 2024		279			800
1.00 % First Priority Senior Secured Notes ^(c)	July 2025		764			686
1.57 % First Priority Senior Secured Notes	January 2026		1,525			1,525
4.875 % First Priority Senior Secured Notes	July 2026		1,250			1,250
1.65 % First Priority Senior Secured Notes	January 2027		400			400
1.50 % First Priority Senior Secured Notes ^(c)	July 2027		409			367
5.50 % First Priority Senior Secured Notes	April 2028		500			—
4.50 % Second Priority Senior Secured Notes	February 2026		291			298
5.625 % Second Priority Senior Secured Notes	July 2027		500			500
Debt discounts and deferred fees			( 38	)		( 60	)
Finance leases and other	Various		42			49
Total long-term debt			9,212			9,255
Current portion of long-term debt			( 12	)		( 13	)
Long-term debt, less current portion		$	9,200			9,242

^(a)	Effectively 82 % fixed interest rate with interest rate swaps (see Note 8).

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

^(c)	Euro denominated

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

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

8. Financial Instruments and Fair Value Measurements

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

Cross-Currency Swaps

The Company is party to certain cross-currency swaps to hedge a portion of our foreign currency risk. The swap agreements mature June 2024 (€ 1,625 million) and July 2027 (£ 700 million). In addition to cross-currency swaps, we hedge a portion of our foreign currency risk by designating foreign currency denominated long-term debt as net investment hedges of certain foreign operations. As of July 1, 2023, we had outstanding long-term debt of € 785 million that was designated as a hedge of our net investment in certain euro-denominated foreign subsidiaries. When valuing cross-currency swaps the Company utilizes Level 2 inputs (substantially observable).

Interest Rate Swaps

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

During fiscal 2023, the Company elected to cash settle existing interest rate swaps and received net proceeds of $ 36 million. The offset is included in Accumulated other comprehensive loss and is being amortized to Interest expense through the term of the original swaps. Following the settlement, the Company entered into interest rate swaps with matching notional amounts with expiration in June 2026.

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

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

Derivative Instruments	Hedge Designation	Balance Sheet Location	July 1, 2023		October 1, 2022
Cross-currency swaps	Designated	Other assets	$	—	$	147
Cross-currency swaps	Designated	Other current liabilities		116		—
Cross-currency swaps	Designated	Other long-term liabilities		24		—
Interest rate swaps	Designated	Other assets		19		11
Interest rate swaps	Designated	Other long-term liabilities		4		3
Interest rate swaps	Not designated	Other long-term liabilities		104		117

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

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

Non-recurring Fair Value Measurements

The Company has certain assets that are measured at fair value on a non-recurring basis when impairment indicators are present or when the Company completes an acquisition. The Company adjusts certain long-lived assets to fair value only when the carrying values exceed the fair values. The categorization of the framework used to value the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. These assets that are subject to our annual impairment analysis primarily include our definite lived and indefinite lived intangible assets, including Goodwill and our property, plant and equipment. The Company reviews Goodwill and other indefinite lived assets for impairment as of the first day of the fourth fiscal quarter each year and more frequently if impairment indicators exist. The Company determined Goodwill and other indefinite lived assets were not impaired in our annual fiscal 2022 assessment. No impairment indicators were identified in the current quarter.

Included in the following table are the major categories of assets measured at fair value on a non-recurring basis as of July 1, 2023 and October 1, 2022, along with the impairment loss recognized on the fair value measurement during the period:

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

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

The Company’s financial instruments consist primarily of cash and cash equivalents, long-term debt, interest rate and cross-currency swap agreements, and finance lease obligations. The book value of our marketable long-term indebtedness exceeded fair value by $ 371 million as of July 1, 2023 . The Company’s long-term debt fair values were determined using Level 2 inputs (substantially observable).

9. Income Taxes

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

10. Segment and Geographic Data

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

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

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

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

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

11. Contingencies and Commitments

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

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

12. Basic and Diluted Earnings Per Share

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

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

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

	Quarterly Period Ended				Three Quarterly Periods Ended
(in millions, except per share amounts)	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Numerator
Consolidated net income	$	143	$	207	$	423	$	533
Denominator
Weighted average common shares outstanding - basic		118.7		128.6		121.0		132.6
Dilutive shares		2.4		2.1		0.9		3.0
Weighted average common and common equivalent shares outstanding - diluted		121.1		130.7		121.9		135.6

Per common share earnings
Basic	$	1.20	$	1.61	$	3.50	$	4.02
Diluted	$	1.18	$	1.58	$	3.47	$	3.93

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

13. Accumulated Other Comprehensive Loss

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

Quarterly Period Ended	Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Derivative Instruments			Accumulated Other Comprehensive Loss
Balance at April 1, 2023	$	( 254	)	$	( 32	)	$	52		$	( 234	)
Other comprehensive income (loss) before reclassifications		23			—			40			63
Net amount reclassified		—			—			( 9	)		( 9	)
Balance at July 1, 2023	$	( 231	)	$	( 32	)	$	83		$	( 180	)

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

Three Quarterly Periods Ended	Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Derivative Instruments			Accumulated Other Comprehensive Loss
Balance at October 1, 2022	$	( 455	)	$	( 32	)	$	84		$	( 403	)
Other comprehensive income (loss) before reclassifications		224			—			24			248
Net amount reclassified		—			—			( 25	)		( 25	)
Balance at July 1, 2023	$	( 231	)	$	( 32	)	$	83		$	( 180	)

	Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Derivative Instruments			Accumulated Other Comprehensive Loss
Balance at October 2, 2021	$	( 154	)	$	( 67	)	$	( 75	)	$	( 296	)
Other comprehensive income (loss) before reclassifications		( 144	)		—			113			( 31	)
Net amount reclassified		—			—			6			6
Balance at July 2, 2022	$	( 298	)	$	( 67	)	$	44		$	( 321	)

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

Executive Summary

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

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

Outlook. The Company is affected by general economic and industrial growth, raw material availability, cost inflation, supply chain disruptions, and general industrial production. Our business has both geographic and end market diversity, which reduces the effect of any one of these factors on our overall performance. Our results are affected by our ability to pass through raw material and other cost changes to our customers, improve manufacturing productivity, and adapt to volume changes of our customers. Despite global macro-economic challenges in the short-term attributed to general market softness and continued inflation, particularly in Europe, we continue to believe our underlying long-term demand fundamental in all divisions will remain strong as we focus on delivering protective solutions that enhance consumer safety and by providing advantaged products in targeted markets. For fiscal 2023, we project cash flow from operations of $1.45 billion and free cash flow of $800 million. Projected fiscal 2023 free cash flow assumes $650 million of capital spending. For the calculation of free cash flow and further information related to free cash flow as a non-GAAP financial measure, see “Liquidity and Capital Resources.”

Results of Operations

Comparison of the Quarterly Period Ended July 1, 2023 (the “Quarter”) and the Quarterly Period Ended July 2, 2022 (the “Prior Quarter”)

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

Consolidated Overview
	Quarter		Prior Quarter		$ Change			% Change
Net sales	$	3,229	$	3,726	$	(497	)		(13	)%
Cost of goods sold		2,649		3,105		(456	)		(15	)%
Other operating expenses		313		285		28			10	%
Operating income	$	267	$	336	$	(69	)		(21	)%

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

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

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

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

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

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

Operating Income: The operating income decrease is primarily attributed to a $14 million unfavorable impact from increased business integration costs and a $10 million un favorable impact from the volume decline. These items are partially offset by a favorable impact from price cost spread.

Consumer Packaging North America
	Quarter		Prior Quarter		$ Change			% Change
Net sales	$	798	$	927	$	(129	)		(14	)%
Operating income	$	89	$	104	$	(15	)		(14	)%

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

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

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

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

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

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

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

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

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

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

Changes in Comprehensive Income

The $130 million improvement in comprehensive income from the Prior Quarter is primarily attributed to a $182 million favorable change in currency translation and an $12 million favorable change in the fair value of derivative instruments, net of tax, partially offset by a $64 million decline in net income. Currency translation changes are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the Quarter was primarily attributed to locations utilizing the Euro and British pound sterling as their functional currency. As part of the overall risk management, the Company uses derivative instruments to (i) reduce our exposure to changes in interest rates attributed to the Company’s borrowings and (ii) reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in fiscal 2023 versus fiscal 2022 is primarily attributed to the change in the forward interest and foreign exchange curves between measurement dates.

Comparison of the Three Quarterly Periods Ended July 1, 2023 (the “YTD”) and the Three Quarterly Periods Ended July 2, 2022 (the “Prior YTD”)

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

Consolidated Overview
	YTD		Prior YTD		$ Change			% Change
Net sales	$	9,577	$	11,074	$	(1,497	)		(14	)%
Cost of goods sold		7,873		9,297		(1,424	)		(15	)%
Other operating expenses		926		871		55			6	%
Operating income	$	778	$	906	$	(128	)		(14	)%

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

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

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

Operating Income: The operating income decrease is primarily attributed to a $112 million unfavorable impact from the volume decline, a $57 million unfavorable impact from increased business integration costs, a $36 million unfavorable impact from foreign currency changes, and an unfavorable impact from increased selling, general, and administrative expenses. These declines are partially offset by a $103 million favorable impact from price cost spread as a result of cost reduction and improved product mix.

Consumer Packaging International
	YTD		Prior YTD		$ Change			% Change
Net sales	$	3,031	$	3,290	$	(259	)		(8	)%
Operating income	$	190	$	248	$	(58	)		(23	)%

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

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

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

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

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

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

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

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

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

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

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

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

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

Changes in Comprehensive Income

The $138 million improvement in comprehensive income from the Prior YTD was primarily attributed to a $368 million favorable change in currency translation, partially offset by a $120 million unfavorable change in the fair value of derivative instruments, net of tax, and a $110 million decline in net income. Currency translation changes are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the YTD was primarily attributed to locations utilizing the Euro and British pound sterling as their functional currency. As part of the overall risk management, the Company uses derivative instruments to (i) reduce our exposure to changes in interest rates attributed to the Company’s borrowings and (ii) reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in fiscal 2023 versus fiscal 2022 is primarily attributed to the change in the forward interest and foreign exchange curves between measurement dates.

Liquidity and Capital Resources

Senior Secured Credit Facility

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

Cash Flows

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

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

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

Dividend Payments

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

Share Repurchases

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

Free Cash Flow

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

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

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

Liquidity Outlook

At July 1, 2023, our cash balance was $633 million, which was primarily located outside the U.S. We believe our existing U.S. based cash and cash flow from U.S. operations, together with available borrowings under our senior secured credit facilities, will be adequate to meet our short-term and long-term liquidity needs with the exception of funds needed to cover all long-term debt obligations, which we intend to refinance prior to maturity. The Company has the ability to repatriate the cash located outside the U.S. to the extent not needed to meet operational and capital needs without significant restrictions.

Summarized Guarantor Financial Information

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

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

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

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

	July 1, 2023		October 1, 2022
Assets
Current assets	$	1,562	$	2,432
Noncurrent assets		6,012		6,137

Liabilities
Current liabilities	$	891	$	1,536
Intercompany payable		725		634
Noncurrent liabilities		10,613		10,630

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We are exposed to market risk from changes in interest rates primarily through our senior secured credit facilities. Our senior secured credit facilities are comprised of (i) $3.3 billion term loans and (ii) a $1,000 million revolving credit facility with no balance outstanding. Borrowings under our senior secured credit facilities bear interest at a rate equal to an applicable margin plus LIBOR. The applicable margin for borrowings under the revolving credit facility ranges from 1.25% to 1.50%, and the margin for term loans is 1.75% per annum. As of period end, the LIBOR rate of approximately 5.22% was applicable to the term loans. For the portion of our term loans that are not hedged by interest rate swaps, a 0.25% change in LIBOR would increase our annual interest expense by $1 million on variable rate term loans.

We seek to minimize interest rate volatility risk through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. These financial instruments are not used for trading or other speculative purposes. (See Note 8.)

Foreign Currency Risk

As a global company, we face foreign currency risk exposure from fluctuating currency exchange rates, primarily the U.S. dollar against the euro, British pound sterling, Brazilian real, Chinese renminbi, Canadian dollar and Mexican peso. Significant fluctuations in currency rates can have a substantial impact, either positive or negative, on our revenue, cost of sales, and operating expenses. Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates and impact our Comprehensive income. A 10% decline in foreign currency exchange rates would have had an $18 million unfavorable impact on our Net income for the three quarterly periods ended July 1, 2023. (See Note 8.)

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

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

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

(b) Changes in internal control over financial reporting.

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

Part II. Other Information

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

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

Issuer Repurchases of Equity Securities

The following table summarizes the Company's repurchases of its common stock during the Quarterly Period ended July 1, 2023.

Fiscal Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) ^(a)
April		51,500	$	57.73		51,500	$	707
May		964,654		58.47		964,654		650
June		380,325		62.15		380,325		627
Total		1,396,479	$	59.45		1,396,479	$	627

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

Item 5. Other Information

Rule 10b5-1 Plan Elections

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

Item 6. Exhibits

Exhibit No.		Description of Exhibit
10.1 *		$1,000,000,000 Fourth Amended and Restated Revolving Credit Agreement, dated as of June 22, 2023, by and among Berry Global, Inc., Berry Global Group, Inc., Berry Plastics Canada Inc., RPC Group Limited, the lenders party thereto, Bank of America, N.A., as collateral agent and administrative agent, and the financial institutions party thereto.
22.1 *		Subsidiary Guarantors.
31.1 *		Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
31.2 *		Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
32.1 **		Section 1350 Certification of the Chief Executive Officer.
32.2 **		Section 1350 Certification of the Chief Financial Officer.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith

**	Furnished herewith

SIGNATURE

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

	Berry Global Group, Inc.

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

TABLE OF CONTENTS

Part I. Financial Informationprint Item 1. Financial Statementsprint Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II. Other Informationprint Item 1. Legal Proceedingsprint Item 1A. Risk Factorsprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 5. Other Informationprint Item 6. Exhibitsprint

Exhibits

10.1* $1,000,000,000 Fourth Amended andRestated Revolving Credit Agreement, dated as of June 22, 2023, by and among Berry Global, Inc., Berry Global Group, Inc., Berry Plastics Canada Inc., RPC Group Limited, the lenders party thereto, Bank of America, N.A., as collateral agent and administrative agent, and the financial institutions party thereto. 22.1* Subsidiary Guarantors. 31.1* Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer. 31.2* Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer. 32.1** Section 1350 Certification of the Chief Executive Officer. 32.2** Section 1350 Certification of the Chief Financial Officer.

Customer name	Ticker
Performance Food Group Company	PFGC
Sysco Corporation	SYY
Yum! Brands, Inc.	YUM

BERY 10-Q Quarter ended July 1, 2023

Exhibits