Part I. Financial Information [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Berry Global Group, Inc.'s unaudited consolidated financial statements and explanatory notes for the periods ended July 3, 2021 [Consolidated Statements of Income and Comprehensive Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) Consolidated Statements of Income (Quarterly) | Metric (in millions of dollars) | July 3, 2021 | June 27, 2020 | | :------------------------------ | :----------- | :------------ | | Net sales | 3,675 | 2,910 | | Operating income | 343 | 347 | | Income before income taxes | 253 | 244 | | Net income | 194 | 191 | | Basic Net income per share | 1.44 | 1.44 | | Diluted Net income per share | 1.40 | 1.42 | Consolidated Statements of Income (Three Quarterly Periods) | Metric (in millions of dollars) | July 3, 2021 | June 27, 2020 | | :------------------------------ | :----------- | :------------ | | Net sales | 10,181 | 8,701 | | Operating income | 980 | 830 | | Income before income taxes | 678 | 485 | | Net income | 505 | 364 | | Basic Net income per share | 3.76 | 2.75 | | Diluted Net income per share | 3.67 | 2.71 | Consolidated Statements of Comprehensive Income | Metric (in millions of dollars) | Quarterly July 3, 2021 | Quarterly June 27, 2020 | Three Quarterly July 3, 2021 | Three Quarterly June 27, 2020 | | :------------------------------ | :--------------------- | :---------------------- | :--------------------------- | :---------------------------- | | Net income | 194 | 191 | 505 | 364 | | Other comprehensive income (loss)| 89 | (2) | 265 | (164) | | Comprehensive income | 283 | 189 | 770 | 200 | [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Highlights (in millions of dollars) | Metric | July 3, 2021 | September 26, 2020 | | :---------------------- | :----------- | :----------------- | | Total current assets | 4,588 | 3,817 | | Total assets | 17,577 | 16,701 | | Total current liabilities | 2,879 | 2,183 | | Total liabilities | 14,624 | 14,609 | | Total stockholders' equity | 2,953 | 2,092 | - Cash and cash equivalents increased from **$750 million** at September 26, 2020, to **$804 million** at July 3, 2021[10](index=10&type=chunk) - Long-term debt, less current portion, decreased from **$10,162 million** at September 26, 2020, to **$9,469 million** at July 3, 2021[10](index=10&type=chunk) [Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Changes in Stockholders' Equity (Three Quarterly Periods Ended July 3, 2021) | Metric (in millions of dollars) | Balance at Sep 26, 2020 | Net Income | Other Comprehensive Income | Share-based Compensation | Proceeds from Issuance of Common Stock | Balance at July 3, 2021 | | :------------------------------ | :---------------------- | :--------- | :------------------------- | :----------------------- | :------------------------------------- | :---------------------- | | Common Stock | 1 | — | — | — | — | 1 | | Additional Paid-in Capital | 1,034 | — | — | 34 | 57 | 1,125 | | Accumulated Other Comprehensive Loss | (551) | — | 265 | — | — | (286) | | Retained Earnings | 1,608 | 505 | — | — | — | 2,113 | | Total | 2,092 | 505 | 265 | 34 | 57 | 2,953 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statements of Cash Flows (Three Quarterly Periods) | Metric (in millions of dollars) | July 3, 2021 | June 27, 2020 | | :------------------------------ | :----------- | :------------ | | Net cash from operating activities | 912 | 979 | | Net cash from investing activities | (355) | (152) | | Net cash from financing activities | (534) | (667) | | Net change in cash | 54 | 156 | | Cash and cash equivalents at end of period | 804 | 906 | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [1. Basis of Presentation](index=8&type=section&id=1.%20Basis%20of%20Presentation) - The unaudited Condensed Consolidated Financial Statements are prepared in accordance with GAAP for interim reporting, involving estimates and assumptions[18](index=18&type=chunk) - The Company's U.S. based results for fiscal 2021 include an extra week in the first quarter compared to fiscal 2020[18](index=18&type=chunk) - In October 2020, the Company reorganized portions of its four operating segments to better align for future growth, recasting prior period amounts to conform to this new structure[18](index=18&type=chunk) [2. Recent Accounting Pronouncements](index=8&type=section&id=2.%20Recent%20Accounting%20Pronouncements) - The Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), in fiscal 2021 with no material impact[19](index=19&type=chunk) - ASU 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans, will be effective for fiscal 2022, with the impact on disclosures currently being evaluated[20](index=20&type=chunk) - ASU 2019-12, Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740), will be effective for fiscal 2022, with the impact on financial statements currently being evaluated[20](index=20&type=chunk) - ASU 2020-04, Reference Rate Reform, provides temporary optional expedients for the transition from LIBOR; the Company is evaluating its impact and adoption plans[22](index=22&type=chunk) [3. Revenue and Accounts Receivable](index=9&type=section&id=3.%20Revenue%20and%20Accounts%20Receivable) - Revenue is primarily from plastic packaging product sales, recognized when performance obligations are satisfied, typically at shipment[23](index=23&type=chunk) - Accounts receivable, net, are presented net of an allowance for credit losses of **$22 million** at July 3, 2021, down from **$25 million** at September 26, 2020[24](index=24&type=chunk) - The Company sells certain receivables to third-party financial institutions through factoring agreements, with net sales available under U.S. programs of **$290 million** for the quarter ended July 3, 2021, and **$794 million** for the three quarterly periods ended July 3, 2021[25](index=25&type=chunk) [4. Dispositions](index=9&type=section&id=4.%20Dispositions) - During fiscal 2021, the Company sold its U.S. Flexible Packaging Converting business for **$140 million** and its Czech Republic Reaction Injection Molding business for **$22 million**[26](index=26&type=chunk) - A net pretax loss of **$22 million** on these divestitures was recorded in fiscal 2021 within Restructuring and transaction activities[26](index=26&type=chunk) - These divested businesses generated net sales of **$203 million** and **$41 million**, respectively, in fiscal 2020[26](index=26&type=chunk) [5. Restructuring and Transaction Activities](index=9&type=section&id=5.%20Restructuring%20and%20Transaction%20Activities) Restructuring and Transaction Activities by Segment (in millions of dollars) | Segment | Quarterly July 3, 2021 | Quarterly June 27, 2020 | Three Quarterly July 3, 2021 | Three Quarterly June 27, 2020 | | :------------------------------- | :--------------------- | :---------------------- | :--------------------------- | :---------------------------- | | Consumer Packaging International | 3 | 14 | 44 | 37 | | Consumer Packaging North America | — | 2 | 1 | 6 | | Health, Hygiene & Specialties | — | 1 | — | 6 | | Engineered Materials | 1 | 2 | (4) | 6 | | Consolidated | 4 | 19 | 41 | 55 | Restructuring and Transaction Activities Accrual (in millions of dollars) | Accrual Component | Balance as of Sep 26, 2020 | Charges | Non-cash items | Cash | Balance as of July 3, 2021 | | :---------------------- | :------------------------- | :------ | :------------- | :--- | :------------------------- | | Employee and Benefits | 10 | 7 | — | (14) | 3 | | Severance | 7 | 2 | — | (3) | 6 | | Facility Exit Costs | — | 1 | (1) | — | — | | Transaction Activities | — | 31 | (30) | (1) | — | | Total | 17 | 41 | (31) | (18) | 9 | [6. Leases](index=10&type=section&id=6.%20Leases) - The Company leases manufacturing facilities, warehouses, office space, equipment, and automobiles, recognizing right-of-use assets and lease liabilities for terms over one year[29](index=29&type=chunk)[30](index=30&type=chunk) Supplemental Lease Information (in millions of dollars) | Metric | July 3, 2021 | September 26, 2020 | | :----------------------------------- | :----------- | :----------------- | | Operating lease right-of-use assets | 577 | 562 | | Noncurrent operating lease liabilities | 480 | 464 | | Finance lease right-of-use assets | 62 | 78 | | Noncurrent finance lease liabilities | 41 | 59 | - Cash paid for operating leases was **$85 million** for the three quarterly periods ended July 3, 2021[31](index=31&type=chunk) [7. Long-Term Debt](index=11&type=section&id=7.%20Long-Term%20Debt) Long-Term Debt Composition (in millions of dollars) | Facility | Maturity Date | July 3, 2021 | September 26, 2020 | | :---------------------------------------- | :------------ | :----------- | :----------------- | | Term loan | July 2026 | 3,440 | 4,208 | | 0.95% First Priority Senior Secured Notes | February 2024 | 800 | — | | 1.57% First Priority Senior Secured Notes | January 2026 | 1,525 | — | | 1.65% First Priority Senior Secured Notes | January 2027 | 400 | — | | Total long-term debt | | 9,694 | 10,237 | | Long-term debt, less current portion | | 9,469 | 10,162 | - In fiscal 2021, the Company issued **$800 million**, **$1,525 million**, and **$400 million** in new senior secured notes to prepay a portion of outstanding Term loans[33](index=33&type=chunk) - Debt extinguishment costs of **$26 million** were recorded in Other expense, net, due to prepayments on Term loans and notes[34](index=34&type=chunk) [8. Financial Instruments and Fair Value Measurements](index=11&type=section&id=8.%20Financial%20Instruments%20and%20Fair%20Value%20Measurements) - The Company uses derivative financial instruments, such as cross-currency swaps and interest rate swaps, to manage market risk from interest rate and foreign currency fluctuations, not for speculative purposes[35](index=35&type=chunk)[36](index=36&type=chunk)[38](index=38&type=chunk) - As of July 3, 2021, the Company had **€785 million** of long-term debt designated as a hedge of net investment in euro-denominated foreign subsidiaries[36](index=36&type=chunk)[111](index=111&type=chunk) Derivative Instruments Fair Value (in millions of dollars) | Derivative Instruments | July 3, 2021 | September 26, 2020 | | :--------------------- | :----------- | :----------------- | | Cross-currency swaps | 419 | 270 | | Interest rate swaps | 92 | 226 | | Interest rate swaps (Not designated) | 53 | — | - The fair value of the Company's marketable long-term indebtedness exceeded book value by **$126 million** as of July 3, 2021, determined using Level 2 inputs[46](index=46&type=chunk) [9. Income Taxes](index=13&type=section&id=9.%20Income%20Taxes) - The effective tax rate for the quarter and year-to-date was negatively impacted by state taxes and global intangible low-taxed income provisions[47](index=47&type=chunk) [10. Segment and Geographic Data](index=13&type=section&id=10.%20Segment%20and%20Geographic%20Data) - The Company operates in four segments: Consumer Packaging International, Consumer Packaging North America, Health, Hygiene & Specialties, and Engineered Materials, with prior period amounts recast due to October 2020 realignments[48](index=48&type=chunk) Net Sales by Segment (in millions of dollars) | Segment | Quarterly July 3, 2021 | Quarterly June 27, 2020 | Three Quarterly July 3, 2021 | Three Quarterly June 27, 2020 | | :------------------------------- | :--------------------- | :---------------------- | :--------------------------- | :---------------------------- | | Consumer Packaging International | 1,095 | 904 | 3,143 | 2,804 | | Consumer Packaging North America | 847 | 644 | 2,264 | 1,888 | | Health, Hygiene & Specialties | 828 | 669 | 2,349 | 1,923 | | Engineered Materials | 905 | 693 | 2,425 | 2,086 | | Total net sales | 3,675 | 2,910 | 10,181 | 8,701 | Net Sales by Geographical Region (in millions of dollars) | Region | Quarterly July 3, 2021 | Quarterly June 27, 2020 | Three Quarterly July 3, 2021 | Three Quarterly June 27, 2020 | | :--------------------- | :--------------------- | :---------------------- | :--------------------------- | :---------------------------- | | United States and Canada | 1,937 | 1,430 | 5,342 | 4,648 | | Europe | 1,308 | 1,172 | 3,658 | 3,156 | | Rest of world | 430 | 308 | 1,181 | 897 | | Total net sales | 3,675 | 2,910 | 10,181 | 8,701 | [11. Contingencies and Commitments](index=15&type=section&id=11.%20Contingencies%20and%20Commitments) - The Company is involved in routine legal proceedings, but any ultimate liability is not expected to be material to its financial statements[54](index=54&type=chunk) - The Company has various purchase commitments for raw materials, supplies, and property and equipment as part of its ordinary business operations[54](index=54&type=chunk) [12. Share Repurchase Program](index=15&type=section&id=12.%20Share%20Repurchase%20Program) - No shares were repurchased during the three quarterly periods ended July 3, 2021[55](index=55&type=chunk) - As of July 3, 2021, **$393 million** of authorized share repurchases remain available[55](index=55&type=chunk) [13. Basic and Diluted Net Income Per Share](index=15&type=section&id=13.%20Basic%20and%20Diluted%20Net%20Income%20Per%20Share) - Basic net income per share is calculated by dividing net income by weighted-average common shares outstanding, while diluted EPS includes common stock equivalents[56](index=56&type=chunk) Basic and Diluted Net Income Per Share (in millions, except per share amounts) | Metric | Quarterly July 3, 2021 | Quarterly June 27, 2020 | Three Quarterly July 3, 2021 | Three Quarterly June 27, 2020 | | :---------------------------------------------- | :--------------------- | :---------------------- | :--------------------------- | :---------------------------- | | Consolidated net income | 194 | 191 | 505 | 364 | | Weighted average common shares outstanding - basic | 135.1 | 132.5 | 134.3 | 132.4 | | Dilutive shares | 3.4 | 1.7 | 3.4 | 1.9 | | Weighted average common and common equivalent shares outstanding - diluted | 138.5 | 134.2 | 137.7 | 134.3 | | Basic EPS | 1.44 | 1.44 | 3.76 | 2.75 | | Diluted EPS | 1.40 | 1.42 | 3.67 | 2.71 | [14. Accumulated Other Comprehensive Loss](index=16&type=section&id=14.%20Accumulated%20Other%20Comprehensive%20Loss) Accumulated Other Comprehensive Loss Components (in millions of dollars) | Component | Balance at Sep 26, 2020 | Other Comprehensive Income (Loss) before Reclassifications | Net Amount Reclassified | Balance at July 3, 2021 | | :----------------------------------------- | :---------------------- | :--------------------------------------------------------- | :---------------------- | :---------------------- | | Currency Translation | (278) | 196 | — | (82) | | Defined Benefit Pension and Retiree Health Benefit Plans | (116) | — | — | (116) | | Derivative Instruments | (157) | 62 | 7 | (88) | | Accumulated Other Comprehensive Loss | (551) | 258 | 7 | (286) | - Accumulated other comprehensive loss improved from **$(551) million** at September 26, 2020, to **$(286) million** at July 3, 2021, primarily due to currency translation and derivative instruments[60](index=60&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion and analysis of financial condition, operational results, liquidity, and capital resources [Executive Summary](index=17&type=section&id=Executive%20Summary) - Berry Global Group, Inc. operates in four segments: Consumer Packaging International, Consumer Packaging North America, Health, Hygiene & Specialties, and Engineered Materials, reorganized in October 2020 for growth and synergy[61](index=61&type=chunk) - The Company's acquisition strategy focuses on improving long-term financial performance, enhancing market positions, and expanding product lines through synergy realization[62](index=62&type=chunk) - In fiscal 2021, the Company completed the sale of its U.S. Flexible Packaging Converting business (**$140 million** proceeds) and Czech Republic Reaction Injection Molding business (**$22 million** proceeds), resulting in a **$22 million** pretax loss[63](index=63&type=chunk) - Plastic resin is the primary raw material; timing differences in passing cost changes to customers can impact short-term results, though the Company expects to manage raw material supplies without significant interruptions[64](index=64&type=chunk) - For fiscal 2021, the Company projects cash flow from operations of **$1,575 million** and capital spending of **$700 million**, expecting to offset inflation headwinds with favorable product mix and strong long-term demand[65](index=65&type=chunk) [Results of Operations - Quarterly Performance Analysis](index=18&type=section&id=Results%20of%20Operations%20-%20Quarterly%20Performance%20Analysis) Consolidated Quarterly Performance (July 3, 2021 vs. June 27, 2020) | Metric (in millions of dollars) | Quarter July 3, 2021 | Prior Quarter June 27, 2020 | Change | % Change | | :------------------------------ | :------------------- | :-------------------------- | :----- | :------- | | Net sales | 3,675 | 2,910 | 765 | 26% | | Cost of goods sold | 3,049 | 2,272 | 777 | 34% | | Operating income | 343 | 347 | (4) | (1)% | - Consolidated net sales growth of **26%** was driven by increased selling prices (**$533 million** due to inflation pass-through), **5% organic volume growth**, and **$147 million** from foreign currency, partially offset by **$62 million** from divestitures[68](index=68&type=chunk) - Consolidated operating income decreased by **1%** due to a **$42 million** unfavorable price-cost spread and a **$12 million** increase in SG&A, partially offset by **$24 million** from organic volume growth and **$23 million** from foreign currency[71](index=71&type=chunk) - Other expense, net, increased by **$21 million** to **$14 million**, primarily due to debt extinguishment costs in the current quarter compared to a foreign currency benefit in the prior quarter[79](index=79&type=chunk) - Interest expense, net, decreased by **$34 million (31%)** to **$76 million**, mainly due to repayments on long-term borrowings and recent refinancing activities[80](index=80&type=chunk) - Comprehensive income improved by **$94 million**, driven by a **$3 million** improvement in net income, an **$11 million** favorable change in derivative instruments, and an **$80 million** favorable change in currency translation[81](index=81&type=chunk) [Results of Operations - Year-to-Date Performance Analysis](index=20&type=section&id=Results%20of%20Operations%20-%20Year-to-Date%20Performance%20Analysis) Consolidated Year-to-Date Performance (July 3, 2021 vs. June 27, 2020) | Metric (in millions of dollars) | YTD July 3, 2021 | Prior YTD June 27, 2020 | Change | % Change | | :------------------------------ | :--------------- | :---------------------- | :----- | :------- | | Net sales | 10,181 | 8,701 | 1,480 | 17% | | Cost of goods sold | 8,273 | 6,959 | 1,314 | 19% | | Operating income | 980 | 830 | 150 | 18% | - Consolidated YTD net sales growth of **17%** was attributed to **5% organic volume growth**, **$714 million** from increased selling prices (inflation pass-through), **$289 million** from foreign currency, and **$131 million** from extra shipping days, partially offset by **$130 million** from divestitures[83](index=83&type=chunk) - Consolidated YTD operating income increased by **18%** due to **$105 million** from organic volume growth, **$46 million** from foreign currency, and **$22 million** from extra shipping days, partially offset by a **$28 million** increase in SG&A[85](index=85&type=chunk) - Other expense, net, increased by **$39 million (650%)** to **$45 million**, primarily due to debt extinguishment costs and non-operating intercompany balances[96](index=96&type=chunk) - Interest expense, net, decreased by **$82 million (24%)** to **$257 million**, primarily due to repayments on long-term borrowings and recent refinancing activities[96](index=96&type=chunk) - Comprehensive income improved by **$570 million**, driven by a **$141 million** improvement in net income, a **$250 million** favorable change in currency translation, and a **$178 million** favorable change in derivative instruments[97](index=97&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) - The Company had no outstanding balance on its **$850 million** asset-based revolving line of credit at July 3, 2021, and was in compliance with all covenants[98](index=98&type=chunk) - Net cash from operating activities decreased by **$67 million** from the Prior YTD, mainly due to changes in working capital from organic growth and inflation, partially offset by improved net income[99](index=99&type=chunk) - Net cash used in investing activities increased by **$203 million**, primarily due to higher capital expenditures and prior year derivative settlements, partially offset by divestiture proceeds[100](index=100&type=chunk) - Net cash used in financing activities decreased by **$133 million**, attributed to lower net debt repayments and higher proceeds from common stock issuance[100](index=100&type=chunk) - As of July 3, 2021, cash balance was **$804 million** (**64%** outside U.S.); the Company believes U.S. cash and cash flow, plus credit facilities, will meet short-term liquidity needs but expects to refinance long-term debt obligations[101](index=101&type=chunk) [Summarized Guarantor Financial Information](index=24&type=section&id=Summarized%20Guarantor%20Financial%20Information) - Berry Global, Inc. (Issuer) has notes guaranteed by its parent, Berry Global Group, Inc. (Parent), and substantially all domestic subsidiaries, which are **100%** owned[103](index=103&type=chunk) Summarized Guarantor Financial Information (Three Quarterly Periods Ended July 3, 2021) | Metric (in millions of dollars) | Amount | | :------------------------------ | :----- | | Net sales | 5,135 | | Gross profit | 928 | | Earnings from continuing operations | 273 | | Net income | 273 | Summarized Guarantor Balance Sheet (in millions of dollars) | Metric | July 3, 2021 | September 26, 2020 | | :---------------------- | :----------- | :----------------- | | Current assets | 2,034 | 1,417 | | Noncurrent assets | 5,778 | 6,153 | | Current liabilities | 1,470 | 841 | | Intercompany payable | 858 | 572 | | Noncurrent liabilities | 11,247 | 11,936 | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Disclosure of the Company's exposure to interest rate and foreign currency risks and management strategies [Interest Rate Risk](index=25&type=section&id=Interest%20Rate%20Risk) - The Company is exposed to interest rate risk primarily through its senior secured credit facilities, which include **$3.4 billion** in term loans and an **$850 million** revolving credit facility (no outstanding borrowings)[108](index=108&type=chunk) - A **0.25%** change in LIBOR would increase annual interest expense by **$3 million** on variable rate term loans[108](index=108&type=chunk) - The Company uses interest rate swaps to manage interest expense variability, effectively swapping variable LIBOR contracts for fixed annual rates on portions of its debt[109](index=109&type=chunk) [Foreign Currency Risk](index=25&type=section&id=Foreign%20Currency%20Risk) - As a global company, Berry Global is exposed to foreign currency risk from fluctuations, primarily between the U.S. dollar and the euro, British pound sterling, Brazilian real, Chinese renminbi, Canadian dollar, and Mexican peso[110](index=110&type=chunk) - A **10%** decline in foreign currency exchange rates would have resulted in a **$29 million** unfavorable impact on Net income for the three quarterly periods ended July 3, 2021[110](index=110&type=chunk) - The Company uses cross-currency swaps and designates foreign currency denominated long-term debt as net investment hedges to manage foreign currency risk[111](index=111&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Evaluation of disclosure controls and procedures and reporting on changes in internal control over financial reporting [Evaluation of disclosure controls and procedures](index=26&type=section&id=Evaluation%20of%20disclosure%20controls%20and%20procedures) - Management, with the CEO and CFO's participation, concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level as of July 3, 2021[114](index=114&type=chunk) [Changes in internal control over financial reporting](index=26&type=section&id=Changes%20in%20internal%20control%20over%20financial%20reporting) - There were no changes in internal control over financial reporting during the quarter ended July 3, 2021, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[115](index=115&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) Confirmation of no material changes in legal proceedings since the most recent Form 10-K filing - No material changes in legal proceedings have occurred since the disclosures in the Company's most recent Form 10-K[117](index=117&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) Advises investors to review risk factors from the latest Form 10-K and acknowledges non-exhaustive nature of risks - Investors are advised to carefully consider the risks described in the Company's most recent Form 10-K under 'Risk Factors'[118](index=118&type=chunk) - The list of risk factors in the Form 10-K may not contain all material factors, and forward-looking statements in this report may not occur[119](index=119&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Report on share repurchase activities, including no repurchases during the quarter and remaining authorization - The Company did not repurchase any shares during the quarter ended July 3, 2021[120](index=120&type=chunk) - As of July 3, 2021, **$393 million** of authorized shares remained available for purchase under the program[120](index=120&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) List of exhibits filed with the Form 10-Q, including indentures, agreements, and certifications - The report includes exhibits such as Indenture for **1.65%** First Priority Senior Secured Notes due 2027, Registration Rights Agreement, Subsidiary Guarantors, and CEO/CFO certifications[122](index=122&type=chunk) [Signature](index=29&type=section&id=Signature) Signature of the Chief Financial Officer, Mark W. Miles, for the filing of the report on behalf of Berry Global Group, Inc. - The report was signed by Mark W. Miles, Chief Financial Officer of Berry Global Group, Inc., on August 5, 2021[123](index=123&type=chunk)

Financial Data and Key Metrics Changes - Reported sales for Q2 2021 increased over 13% to a record $3.4 billion, driven by organic volume growth of 5% and higher selling prices due to cost inflation [21][22][23] - Operating EBITDA rose by 9% to a quarterly record of $590 million, with adjusted earnings per share increasing by 34% to $1.59 [23][24] - Free cash flow for the last four quarters totaled $951 million, with over $1.3 billion in debt paid down over the past six quarters [35][36] Business Line Data and Key Metrics Changes - Consumer Packaging International division saw a 9% revenue improvement, with a 4% increase in organic volumes [25] - Consumer Packaging North America division's net sales increased by 15% to $731 million, driven by a 5% increase in organic volumes [28] - Health, Hygiene, & Specialties division delivered sales of $781 million, a 21% increase, with organic volume growth of 8% [30] - Engineered Materials division's sales were up 15% to $798 million, with organic volume growth of 3% [33] Market Data and Key Metrics Changes - Strong performance in at-home food and health-related products, while food service and industrial markets are recovering [26][30] - Emerging markets, particularly in China and India, showed stronger growth compared to developed markets [25] Company Strategy and Development Direction - The company aims to consistently grow organic volumes and improve its balance sheet, with a target leverage below 4 times net-debt-to-adjusted-EBITDA [17][18] - Continued investment in sustainability and circular economy initiatives, including a $70 million investment to enhance manufacturing capabilities for recycled content [48][49] - Focus on faster-growing segments and emerging markets, with a commitment to innovation in sustainable packaging solutions [46][48] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to achieve low-single-digit growth despite potential challenges in the second half of fiscal 2021 [58][60] - Anticipated moderation in resin prices, with expectations for a more normalized environment in the latter half of the year [62][64] - The company remains committed to passing through inflationary costs to customers while prioritizing service and supply [70][72] Other Important Information - The company has reduced its leverage to 4 times and aims to maintain it within a range of 3 to 3.9 times going forward [35][99] - Continued focus on cash flow generation to support debt reduction and potential shareholder returns through dividends and share buybacks [99] Q&A Session Summary Question: Recovery curve specific to the 35% of the portfolio affected by COVID - Management indicated that the benefits of COVID are expected to end by the June quarter, with a diversified portfolio supporting growth [56][58] Question: Outlook on resin price trends - Management expects resin prices to plateau, with a lag in cost pass-through impacting results for the full year [61][64] Question: Pricing actions taken to recover non-resin costs - Ongoing efforts to pass through inflationary costs, with a focus on shortening the lag in cost recovery [66][70] Question: Volume growth expectations for the second half - Management anticipates positive volume growth across segments, with some businesses expected to perform better than average due to previous pandemic impacts [112][114] Question: Opportunities for organic growth - Key opportunities identified in health and wellness, e-commerce, and sustainability, with significant investments made in these areas [101][102]

Financial Highlights - The company achieved record quarterly operating EBITDA of $590 million[12, 44] - Revenue reached a record $3.4 billion[12] - Adjusted EPS grew by 34% to $1.59[12] - Organic volume growth was +5%[10, 12] - Free cash flow was $951 million[23] Segment Performance (Second Fiscal Quarter 2021) - Consumer Packaging - North America: Net sales were $731 million with operating EBITDA of $133 million, volumes increased by 5%[19] - Consumer Packaging - International: Net sales were $1060 million with operating EBITDA of $186 million, volumes increased by 4%[18] - Health, Hygiene & Specialties: Net sales were $781 million with operating EBITDA of $157 million, volumes increased by 8%[20] - Engineered Materials: Net sales were $798 million with operating EBITDA of $114 million, volumes increased by 3%[21, 22] Fiscal Year 2021 Outlook - The company is raising its full-year operating EBITDA guidance by +$50 million to $2.25 billion[10, 31] - The company is increasing its full-year organic volume growth assumption to +5%[10, 31]

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 April 3, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 001-35672 BERRY GLOBAL GROUP, INC. A Delaware corporation 101 Oakley Street, Evansville, Indiana, 47710 (812) 424-2904 IRS emp ...

Financial Data and Key Metrics Changes - The first fiscal quarter reported sales increased over 11% to a record $3.1 billion, with organic volume growth of 11%, of which 4% was attributed to additional shipping days, resulting in a comparable organic volume growth of 7% [18][10] - Operating EBITDA for the quarter increased by 20% to a record $539 million, driven by strong volumes and realized cost synergies [19][20] - Adjusted earnings per share increased by 100% to $1.12, benefiting from EBITDA improvements and interest expense savings from debt reduction [20][21] - Free cash flow for the last four quarters exceeded $1 billion, with a reduction in leverage from 4.8x to 4.1x net debt to adjusted EBITDA [29][12] Business Line Data and Key Metrics Changes - Consumer Packaging International division delivered sales of just under $1 billion with EBITDA of $170 million, showing a 4% increase in comparable organic volumes driven by strength in consumer markets [22][23] - Consumer Packaging North America saw net sales up 12% to $686 million, with an 8% increase in comparable organic volumes [24] - Health Hygiene and Specialties division reported sales of $740 million, a 21% increase, with comparable organic volume growth of 15% [26][27] - Engineered Materials division sales increased by 9% to $722 million, with comparable organic volume growth of 2% [28] Market Data and Key Metrics Changes - The company experienced strong demand across various markets, with notable growth in stay-at-home food, health and wellness, and personal protective products [11][10] - Developed markets like Western Europe saw 2% volume growth, while emerging markets such as China and India exhibited robust growth [23] Company Strategy and Development Direction - The company aims to grow organic volumes and improve its balance sheet, with a focus on maintaining leverage below 4x [12][13] - Investments are being made in faster-growing end markets and emerging markets, with a commitment to sustainability and innovation in product offerings [38][45] - The company is actively working to pass through raw material cost increases to customers, with an updated guidance reflecting a $50 million timing lag related to inflation [15][16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to achieve long-term predictable and sustainable growth, supported by customer-linked capital investments [16][36] - The company raised its fiscal year operating EBITDA guidance by $25 million and increased its organic volume growth assumption from 2% to 4% for the full year [32][33] - Management acknowledged significant cost increases in primary raw materials, particularly resin, and emphasized efforts to mitigate these impacts [14][15] Other Important Information - The company has a strong commitment to safety, with an OSHA incident rate significantly better than the industry average [9][8] - The company has made significant progress in sustainability initiatives, including investments in recycled content and innovations in product design [42][46] Q&A Session Summary Question: Inquiry about raw material pass-throughs - Management is actively working to pass through inflation related to both resin and non-resin costs, with improvements in reducing lag times [51] Question: Visibility into customer demand - Management noted robust demand and a strong pipeline, leading to increased organic volume growth expectations [52] Question: Clarification on organic volume growth - Management explained that the December quarter's performance was influenced by holiday impacts and ongoing recovery in industrial markets [54][56] Question: Impact of inflation on guidance - Management confirmed that the $50 million inflation impact is based on February price increases, with no assumptions beyond that [57] Question: Value creation and margin improvement - Management indicated that new product areas are expected to maintain or exceed company average margins, with plans for cash returns to shareholders once leverage targets are met [60][62] Question: Sustainability and customer willingness to pay - Management highlighted that while there is a strong interest in sustainable products, the current capacity is not sufficient to meet all customer needs [64] Question: Capital investment in wipes and masks - Management expressed confidence in the growing demand for wipes and the strategic nature of investments in this area [68][69] Question: EBITDA guidance and price cost assumptions - Management noted that the first quarter saw a modest benefit from price cost, but anticipated headwinds in Q2 and Q3 due to inflation [70] Question: Update on HHS mix headwinds - Management extended the expected mix benefits into the March quarter, reflecting ongoing strong demand [72] Question: Customer decision-making in sustainability - Management emphasized the importance of providing a range of solutions to meet customer sustainability objectives [74][75]

Fiscal 2021 - 1stQuarter Earnings Conference Call Supplement Thomas E. Salmon – Chairman and CEO Mark W. Miles – CFO Friday, February 5, 2021 'Always Advancing to Protect What's Important' Safe Harbor Statements and Important Information Forward-Looking Statements Statements in this presentation that are not historical, including statements relating to the expected future performance of the Company, are considered "forward looking" within the meaning of the federal securities laws and are presented pursuant ...

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 January 2, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 001-35672 BERRY GLOBAL GROUP, INC. A Delaware corporation 101 Oakley Street, Evansville, Indiana, 47710 (812) 424-2904 IRS e ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 26, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ BERRY GLOBAL GROUP, INC. Commission File Number 001-35672 A Delaware corporation 101 Oakley Street, Evansville, Indiana, 47710 (812) 424-2904 IRS employ ...

Berry Global Group, Inc. (NYSE:BERY) Q4 2020 Earnings Conference Call November 19, 2020 10:00 AM ET Company Participants Dustin Stilwell - Head, IR Tom Salmon - CEO & Chairman Mark Miles - CFO & Treasurer Conference Call Participants Arun Viswanathan - RBC Capital Markets Ghansham Panjabi - Robert W. Baird & Co. George Staphos - Bank of America Merrill Lynch Duffy Fischer - Barclays Neel Kumar - Morgan Stanley Adam Josephson - KeyBanc Capital Markets Josh Spector - UBS Anthony Pettinari - Citi Gabe Hajde - ...

| --- | --- | --- | |-------------------------------------------------------------------------------------------------------------------------------------------------------------|-------|-------| | | | | | Fourth Quarter and Fiscal Year 2020 Results Earnings Conference Call Supplement (Unaudited Results) Thomas E. Salmon – Chairman and CEO Mark W. Miles – CFO | | | Safe Harbor Statements and Important Information 2 2 Forward-Looking Statements Statements in this presentation that are not historical, includi ...