Financial Instruments and Fair Value Measurements (Tables)

6 Months Ended

Mar. 30, 2024

Financial Instruments and Fair Value Measurements [Abstract]

Fair Value of Derivatives and Location on Consolidated Balance Sheets

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

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

Effect of Derivatives on Consolidated Statements of Income

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

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

Assets Measured at Fair Value on Non-recurring Basis

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

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

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

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

8. Income Taxes

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

9. Segment and Geographic Data

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

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

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

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

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

10. Contingencies and Commitments

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

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

11. Basic and Diluted Earnings Per Share

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

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

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

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

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

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

12. Accumulated Other Comprehensive Loss

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

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

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

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

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

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

Executive Summary

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

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

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

Results of Operations

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Changes in Comprehensive Income

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Changes in Comprehensive Income

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

Liquidity and Capital Resources

Senior Secured Credit Facility

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

Cash Flows

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

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

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

Dividend Payments

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

Share Repurchases

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

Free Cash Flow

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

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

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

Liquidity Outlook

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

Summarized Guarantor Financial Information

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

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

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

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

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

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

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

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

Foreign Currency Risk

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

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

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

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

(b) Changes in internal control over financial reporting.

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

Part II. Other Information

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

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

Issuer Repurchases of Equity Securities

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

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

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

Item 5. Other Information

Rule 10b5-1 Plan Elections

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

Item 6. Exhibits

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

*	Filed herewith

**	Furnished herewith

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

SIGNATURE

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

	Berry Global Group, Inc.

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