UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 27, 2020April 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
graphic

BERRY GLOBAL GROUP, INC.

A Delaware corporation
 101 Oakley Street, Evansville, Indiana, 47710
(812) 424-2904
 IRS employer identification number
20-5234618

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareBERYNew 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“large accelerated filer," "accelerated” “accelerated filer," "smaller” “smaller reporting company,"” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒
Accelerated Filer  ☐
Non-acceleratedNon-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 132.6134.9 million shares of common stock outstanding at July 31, 2020.May 4, 2021.



CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Information included in 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, contain or may contain forward-looking statements.  This Form 10-Qreport includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,“forward-looking” statements with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events.  The forward-looking statements include, in particular, statements about our plans, strategies and prospects under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations."  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.  We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions.  While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.  All forward-looking statements are based upon information available to us onmade only as of the date of this Form 10-Q,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.

Readers should carefully reviewAdditionally, we caution readers that the list of important factors discussed in our most recent Form 10-K in the section titled "Risk Factors"“Risk Factors” may not contain all of the material factors that are important to you.  In addition, in light of these risks and other risk factors identified from timeuncertainties, the matters referred to time in our periodic filings with the Securities and Exchange Commission.forward-looking statements contained in this report may not in fact occur.  Accordingly, readers should not place undue reliance on those statements.

2
Berry Global Group, Inc.
Form 10-Q Index
For Quarterly Period Ended June 27, 2020April 3, 2021

Part I.Financial InformationPage No.
 Item 1.Financial Statements: 
  
Consolidated Statements of Income and Comprehensive Income
4
  
Consolidated Balance Sheets
5
  
Consolidated Statements of Changes in Stockholders'Stockholders’ Equity
6
  
Consolidated Statements of Cash Flows
7
  
Notes to Consolidated Financial Statements
8
 Item 2.
Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
17
 Item 3.
Quantitative and Qualitative Disclosures about Market Risk
2425
 Item 4.
Controls and Procedures
2526
Part II.Other Information 
 Item 1.
Legal Proceedings
2627
 Item 1A.
Risk Factors
2627
 Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
2827
 Item 6.
Exhibits
2928
 
Signature
3029

3
Part I. Financial Information

Item 1.Financial Statements

Berry Global Group, Inc.
Consolidated Statements of Income
(Unaudited)
(in millions of dollars, except per share amounts)

 Quarterly Period Ended  Three Quarterly Periods Ended  Quarterly Period Ended  Two Quarterly Periods Ended 
 June 27, 2020  June 29, 2019  June 27, 2020  June 29, 2019  April 3, 2021  March 28, 2020  April 3, 2021  March 28, 2020 
Net sales $2,910  $1,937  $8,701  $5,859  $3,370  $2,975  $6,506  $5,791 
Costs and expenses:                                
Cost of goods sold  2,272   1,559   6,959   4,737   2,706   2,391   5,224   4,687 
Selling, general and administrative  198   125   631   392   220   204   461   433 
Amortization of intangibles  74   38   226   119   73   77   147   152 
Restructuring and transaction activities  19   —   55   35   38   19   37   36 
Operating income  347   215   830   576   333   284   637   483 
Other (income) expense, net  (7)  136   6   159 
Other expense, net  6   0   31   13 
Interest expense, net  110   71   339   201   84   111   181   229 
Income before income taxes  244   8   485   216   243   173   425   241 
Income tax expense (benefit)  53   (5)  121   41 
Income tax expense  62   47   114   68 
Net income $191  $13  $364  $175  $181  $126  $311  $173 
                                
Net income per share:                                
Basic $1.44  $0.10  $2.75  $1.34  $1.35  $0.95  $2.32  $1.31 
Diluted  1.42   0.10   2.71   1.31   1.32   0.94   2.28   1.29 
Outstanding weighted-average shares:                
Basic  132.5   131.5   132.4   131.0 
Diluted  134.2   134.2   134.3   134.0 






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

 Quarterly Period Ended  Three Quarterly Periods Ended  Quarterly Period Ended  Two Quarterly Periods Ended 
 June 27, 2020  June 29, 2019  June 27, 2020  June 29, 2019  April 3, 2021  March 28, 2020  April 3, 2021  March 28, 2020 
Net income $191  $13  $364  $175  $181  $126  $311  $173 
Other comprehensive income (loss), net of tax:                                
Currency translation  11   10   (54)  12   (73)  (157)  105   (65)
Pension  —   —   (1)  —   0   (1)  0   (1)
Derivative instruments  (13)  (35)  (109)  (67)  54   (109)  71   (96)
Other comprehensive income (loss)  (2)  (25)  (164)  (55)  (19)  (267)  176   (162)
Comprehensive income (loss) $189  $(12) $200  $120  $162  $(141) $487  $11 

See notes to consolidated financial statements.

4
Berry Global Group, Inc.
Consolidated Balance Sheets
(in millions of dollars)

 June 27, 2020  September 28, 2019  April 3, 2021  September 26, 2020 
 (Unaudited)     (Unaudited)    
Assets            
Current assets:            
Cash and cash equivalents $906  $750  $843  $750 
Accounts receivable (less allowance of 28 and 28, respectively)  1,471   1,526 
Accounts receivable, net  1,682   1,469 
Finished goods  750   743   878   708 
Raw materials and supplies  568   581   682   560 
Prepaid expenses and other current assets  162   157   180   168 
Assets held for sale  50   162 
Total current assets  3,857   3,757   4,315   3,817 
Noncurrent assets:                
Property, plant, and equipment  4,481   4,714   4,675   4,561 
Goodwill and intangible assets  7,720   7,831   7,626   7,670 
Right-of-use assets  563   —   566   562 
Other assets  110   167   81   91 
Total assets
 $16,731  $16,469  $17,263  $16,701 
                
                
Liabilities and stockholders' equity        
Liabilities and stockholders’ equity        
Current liabilities:                
Accounts payable $981  $1,159  $1,412  $1,115 
Accrued employee costs  267   214   321   324 
Other current liabilities  677   562   677   644 
Current portion of long-term debt  70   104   60   75 
Liabilities held for sale  28   25 
Total current liabilities  1,995   2,039   2,498   2,183 
Noncurrent liabilities:                
Long-term debt, less current portion  10,690   11,261   9,822   10,162 
Deferred income taxes  673   803   575   601 
Employee benefit obligations  307   327   363   368 
Operating lease liabilities  468   —   467   464 
Other long-term liabilities  729   421   892   831 
Total liabilities  14,862   14,851   14,617   14,609 
                
Stockholders' equity:        
Common stock (132.7 and 132.3 million shares issued, respectively)  1   1 
Stockholders’ equity:        
Common stock (134.8 and 133.6 million shares issued, respectively)  1   1 
Additional paid-in capital  1,005   949   1,101   1,034 
Retained earnings  1,413   1,054   1,919   1,608 
Accumulated other comprehensive loss  (550)  (386)  (375)  (551)
Total stockholders' equity  1,869   1,618 
Total liabilities and stockholders' equity $16,731  $16,469 
Total stockholders’ equity  2,646   2,092 
Total liabilities and stockholders’ equity $17,263  $16,701 

See notes to consolidated financial statements.

5
Berry Global Group, Inc.
Consolidated Statements of Changes in Stockholders'Stockholders’ Equity
(Unaudited)
(in millions of dollars)

Quarterly Period Ended
 
Common
Stock
  
Additional
Paid-in Capital
  
Accumulated Other
Comprehensive Loss
  
Retained
Earnings
  Total  
Common
Stock
  
Additional
Paid-in Capital
  
Accumulated Other
Comprehensive Loss
  
Retained
Earnings
  Total 
Balance at March 28, 2020 $1  $976  $(548) $1,222  $1,651 
Balance at January 2, 2021 $1  $1,062  $(356) $1,738  $2,445 
Net income  —   —   —   191   191   0   0   0   181   181 
Other comprehensive loss  —   —   (2)  —   (2)  0   0   (19)  0   (19)
Share-based compensation  —   4   —   —   4   0   7   0   0   7 
Proceeds from issuance of common stock  —   3   —   —   3   0   32   0   0   32 
Acquisition(a)
  —   22   —   —   22 
Balance at June 27, 2020 $1  $1,005  $(550) $1,413  $1,869 
Balance at April 3, 2021 $1  $1,101  $(375) $1,919  $2,646 
                                        
Balance at March 30, 2019 $1  $904  $(186) $812  $1,531 
Balance at December 28, 2019 $1  $970  $(281) $1,096  $1,786 
Net income  —   —   —   13   13   0   0   0   126   126 
Other comprehensive loss  —   —   (25)  —   (25)  0   0   (267)  0   (267)
Share-based compensation  —   4   —   —   4   0   5   0   0   5 
Proceeds from issuance of common stock  —   23   —   —   23   0   1   0   0   1 
Common stock repurchased and retired  —   —   —   —   — 
Balance at June 29, 2019 $1  $931  $(211) $825  $1,546 
Balance at March 28, 2020 $1  $976  $(548) $1,222  $1,651 

 
Three Quarterly Periods Ended
 
Common
Stock
  
Additional
Paid-in Capital
  
Accumulated Other
Comprehensive Loss
  
Retained
Earnings
  Total 
Balance at September 28, 2019 $1  $949  $(386) $1,054  $1,618 
Net income  —   —   —   364   364 
Other comprehensive loss  —   —   (164)  —   (164)
Share-based compensation  —   28   —   —   28 
Proceeds from issuance of common stock  —   6   —   —   6 
Acquisition(a)
  —   22   —   —   22 
Adoption of lease accounting standard  —   —   —   (5)  (5)
Balance at June 27, 2020 $1  $1,005  $(550) $1,413  $1,869 
                     
Balance at September 29, 2018 $1  $870  $(156) $719  $1,434 
Net income  —   —   —   175   175 
Other comprehensive loss  —   —   (55)  —   (55)
Share-based compensation  —   21   —   —   21 
Proceeds from issuance of common stock  —   43   —   —   43 
Common stock repurchased and retired  —   (3)  —   (69)  (72)
Balance at June 29, 2019 $1  $931  $(211) $825  $1,546 

(a)Represents noncontrolling interest (see Note 4).
 
Two Quarterly Periods Ended
 
Common
Stock
  
Additional
Paid-in Capital
  
Accumulated Other
Comprehensive Loss
  
Retained
Earnings
  Total 
Balance at September 26, 2020 $1  $1,034  $(551) $1,608  $2,092 
Net income  0   0   0   311   311 
Other comprehensive income  0   0   176   0   176 
Share-based compensation  0   28   0   0   28 
Proceeds from issuance of common stock  0   39   0   0   39 
Balance at April 3, 2021 $1  $1,101  $(375) $1,919  $2,646 
                     
Balance at September 28, 2019 $1  $949  $(386) $1,054  $1,618 
Net income  0   0   0   173   173 
Other comprehensive loss  0   0   (162)  0   (162)
Share-based compensation  0   24   0   0   24 
Proceeds from issuance of common stock  0   3   0   0   3 
Adoption of lease accounting standard  0   0   0   (5)  (5)
Balance at March 28, 2020 $1  $976  $(548) $1,222  $1,651 

See notes to consolidated financial statements.

6
Berry Global Group, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(in millions of dollars)

 Three Quarterly Periods Ended  Two Quarterly Periods Ended 
 June 27, 2020  June 29, 2019  April 3, 2021  March 28, 2020 
Cash Flows from Operating Activities:            
Net income 
$
364  $175  
$
311  $173 
Adjustments to reconcile net cash provided by operating activities:                
Depreciation  412   278   280   277 
Amortization of intangibles  226   119   147   152 
Non-cash interest  18   (4)  16   9 
Loss on foreign exchange forward contracts  —   156 
Deferred income tax  30   (16)  (28)  12 
Share-based compensation expense  28   21   28   24 
Other non-cash operating activities, net  23   9   51   33 
Changes in working capital  (93)  (169)  (156)  (114)
Changes in other assets and liabilities  (29)  2   (11)  (33)
Net cash from operating activities  979   571   638   533 
                
Cash Flows from Investing Activities:                
Additions to property, plant and equipment, net  (419)  (271)  (364)  (263)
Divestitures  143   0 
Settlement of net investment hedges  281   —   0   246 
Other investing activities  (14)  2 
Other  0   (10)
Net cash from investing activities  (152)  (269)  (221)  (27)
                
Cash Flows from Financing Activities:                
Proceeds from long-term borrowings  1,202   —   2,316   1,202 
Repayments on long-term borrowings  (1,859)  (383)  (2,683)  (1,484)
Proceeds from issuance of common stock  6   43   39   3 
Repurchase of common stock  —   (74)
Payment of tax receivable agreement  —   (16)
Debt financing costs  (16)  —   (16)  (17)
Net cash from financing activities  (667)  (430)  (344)  (296)
Effect of exchange rate changes on cash  (4)  2   20   (7)
Net change in cash  156   (126)  93   203 
Cash and cash equivalents at beginning of period  750   381   750   750 
Cash and cash equivalents at end of period $906  $255  $843  $953 

See notes to consolidated financial statements.

7
Berry Global Group, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
(tables in millions of dollars, except per share data)


1.  Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Berry Global Group, Inc. ("(“the Company," "we,"” “we,” or "Berry"“Berry”) have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"(“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission 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.  The Company’s U.S. based results for fiscal 2021 and fiscal 2020 are based on a fifty-three and fifty-two week period, respectively.  The extra week in fiscal 2021 occurred in the first quarter.  In October 2020, the Company reorganized portions of its 4 operating segments in order to better align our various businesses for future growth.  The Company has recast certainall prior period amounts to conform to current reporting.this new reporting structure.  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'sCompany’s most recent Form 10-K filed with the Securities and Exchange Commission.


2.  Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates to the FASB's Accounting Standards Codification.  During fiscal 2020, with the exception of the below, there have been no developments to the recently adopted accounting pronouncements from those disclosed in the Company's 2019 Annual Report on Form 10-K that are considered to have a material impact on our unaudited consolidated financial statements.

Leases

Effective September 29, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), including all related amendments, using the modified retrospective approach and recognized the cumulative effect of adoption to retained earnings. Under the new standard, the lessee of an operating lease is required to: 1) recognize a right-of-use asset and a lease liability in the statement of financial position, 2) recognize a single lease cost allocated over the lease term generally on a straight-line basis, and 3) classify all cash payments within operating activities on the statement of cash flows. See Note 6. Leases for more information.

Credit Losses

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) and issued subsequent amendments to the initial guidance. The new standard requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model, which includes historical experience, current conditions, and reasonable and supportable forecasts. The new standard also requires enhanced disclosure. The Company adopted the new standard will be effective for the Company beginning fiscal 2021. The Company is in2021 with no material impact to the process of evaluating this new standard, however, the Company does not anticipate this to have a material impact.Company’s consolidated financial statements.  See Note 3. Revenue and Accounts Receivable.

Defined Benefit Plans

In August 2018, the FASB issued ASU 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans. The new standard removes requirements to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and the effects of a one-percentage-point changes in assumed health care cost trend rates. The standard also adds requirements to disclose the reasons for significant gains and losses related to changes in the benefit obligations for the period and the accumulated benefit obligation ("ABO"(“ABO”) for plans with ABOs in excess of plan assets. The new standard will be effective for the Company beginning fiscal 2022. The Company is currently evaluating the impact of the adoption of this standard to our disclosures.

Income Taxes

In December 2019, the FASB issued ASU 2019-12, Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740). The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. The new standard will be effective for the Company beginning fiscal 2022. The Company is currently evaluating the impact of the adoption of this standard to our disclosures.the Company’s consolidated financial statements.

8
Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848). This standard provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as SOFR. ASU 2020-04 is effective upon issuance and generally can be applied through the end of calendar year 2022. The Company is currently evaluating the impact and whether it plans to adopt the optional expedients and exceptions provided under this new standard.


3.  Revenue and Accounts Receivable


Our revenues are primarily derived from the sale of plastic packaging 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 considerationconsideration 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 areis 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 $93$90 million and $114$104 million at June 27, 2020April 3, 2021 and September 28, 2019,26, 2020, 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, net are presented net of allowance for credit losses of  $21 million and $25 million at April 3, 2021 and September 26, 2020, respectively.  The Company records its current expected credit losses based on a variety of factors including historical loss experience, current conditions including the COVID-19 pandemic, and 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 qualifying factoring agreements to sell certain receivables to third-party financial institutions. The transfer of receivables is accounted for as a sale, without recourse.  Net sales available under qualifying U.S. based programs were $242$257 million and $241$236 million for the quarterly periodperiods ended June 27,April 3, 2021 and March 28, 2020, and June 29, 2019, respectively.  Net sales available under qualifying U.S. based programs were $700$504 million and $656$458 million for the threetwo quarterly periods ended June 27,April 3, 2021 and March 28, 2020 and June 29, 2019,, respectively.  There were 0 amounts outstanding from financial institutions related to these programs.  The fees associated with the transfer of receivables for all programs were not material for any of the periods presented.


4.  Acquisitions and Dispositions

RPC Group Plc

In July 2019,During fiscal 2021, the Company completed the acquisitionsale of its U.S. Flexible Packaging Converting business which was primarily operated in the entire outstanding share capitalEngineered Materials segment for net proceeds of RPC Group Plc (“RPC”), for aggregate consideration of $6.1 billion. RPC is a leading plastic product design and engineering company for packaging and select non-packaging markets, with 189 sites in 34 countries. RPC develops and manufactures a diverse range of products for a wide variety of customers, including many household names, and enjoys strong market positions in many of the end markets it serves and the geographical areas in which it operates. It uses a wide range of polymer conversion techniques in both rigid and flexible plastics manufacture,$140 million and is one of the largest plastic converters in Europe. The international based facilities are operated within the Consumer Packaging International segment with the remaining U.S. based facilities operated within the Consumer Packaging North America segment.  The results of RPC have been included in the consolidated results of the Company since the date of the acquisition.

Net sales and operating income of RPC included in the Consolidated Statements of Income for the quarterly period ended June 27, 2020 were $1,092 million and $111 million, respectively. The majority of RPC activity for the quarter ended June 27, 2020, net sales of $968 million and operating income of $90 million,divesting a non-core Czech Republic Reaction Injection Molding business which is operated in the Consumer Packaging International segment. Netsegment for an estimated sales price of approximately $22 million.  A net pretax loss on the divestitures of $22 million was recorded in fiscal 2021 within Restructuring and operating income of RPC included intransaction activities on the Consolidated Statements of Income forIncome.  The U.S. Flexible Packaging Converting business and the three quarterly periods ended June 27,Czech Republic Reaction Injection Molding business recorded net sales during fiscal 2020 were $3,346of $203 million and $245$41 million, respectively.  The majorityFor the period ended April 3, 2021, the Company has classified assets of RPC activity for the three quarterly periods ended June 27, 2020, net sales of $2,972$50 million and operating incomeliabilities of $196$28 million is operated in the Consumer Packaging International segment.as held for sale.

The acquisition has been accounted for under the purchase method of accounting. Under this method, the assets acquired and liabilities assumed have been recorded based on fair values as of the acquisition date. The Company has recognized goodwill on this transaction primarily as a result of expected cost synergies, and expects goodwill to be partially deductible for tax purposes.

The preliminary purchase price allocation has been updated for certain measurement period adjustments based on the final valuation resulting in a $70 million increase in working capital, a $224 million decrease in property, plant and equipment, a $135 million decrease in customer relationships, a $93 million increase in trade names, a $67 million decrease in deferred tax liabilities, and a $22 million increase in noncontrolling interest. These adjustments resulted in corresponding increases to goodwill.

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The following table summarizes the final purchase price allocation (in millions):

Consideration   
Cash $6,084 
Total consideration transferred  6,084 
     
Identifiable assets acquired and liabilities assumed    
Working capital(a)
  770 
Property, plant and equipment  2,151 
Identifiable intangible assets  1,670 
Other assets  2 
Other long-term liabilities  (859)
Goodwill  2,372 
Net assets acquired and liabilities assumed  6,106 
Noncontrolling interest  (22)
Total consideration transferred $6,084 
(a) Includes a $58 million step up of inventory to fair value
 

To finance the purchase, the Company issued $1,250 million aggregate principal amount of first priority senior secured notes due 2026, $500 million aggregate principal amount of second priority senior secured notes due 2027, and entered into incremental term loans due July 2026, to fund the remainder of the purchase price.

When including RPC results for the periods prior to the acquisition date, unaudited pro forma net sales and net income were $3.3 billion and $38 million, respectively, for the quarterly period ended June 29, 2019 and $9.6 billion and $217 million, respectively, for the three quarterly periods ended June 29, 2019. The unaudited pro forma net sales and net income assume that the RPC acquisition had occurred as of the beginning of the period.

Seal For Life

In July 2019, the Company completed the sale of its Seal For Life ("SFL") business which was operated in our Health, Hygiene & Specialties reporting segment for net proceeds of $325 million. SFL recorded $96 million in net sales during fiscal 2019.

5.  Restructuring and Transaction Activities

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

 Quarterly Period Ended  Three Quarterly Periods Ended  Quarterly Period Ended  Two Quarterly Periods Ended 
 June 27, 2020  June 29, 2019  June 27, 2020  June 29, 2019  April 3, 2021  March 28, 2020  April 3, 2021  March 28, 2020 
Consumer Packaging International $14  $2  $37  $6  $38  $14  $41  $24 
Consumer Packaging North America  2   6   6   14   0   3   1   4 
Health, Hygiene & Specialties  0   1   0   4 
Engineered Materials  2   —   6   5   0   1   (5)  4 
Health, Hygiene & Specialties  1   (8)  6   10 
Consolidated $19  $—  $55  $35  $38  $19  $37  $36 

The table below sets forth the activity with respect to the restructuring and transaction activities accrual at June 27, 2020:April 3, 2021:

 Restructuring       
  
Employee Severance
and Benefits
  
Facility
Exit Costs
  
Non-cash
Impairment Charges
  
Transaction
Activities
  Total 
Balance as of September 28, 2019 $2  $5  $—  $—  $7 
Charges  24   1   2   28   55 
Non-cash items  —   —   (2)  —   (2)
Cash payments  (17)  (2)  —   (28)  (47)
Balance as of June 27, 2020 $9  $4  $—  $—  $13 
 Restructuring       
  
Employee Severance
and Benefits
  
Facility
Exit Costs
  
Non-cash
Impairment Charges
  
Transaction
Activities
  Total 
Balance as of September 26, 2020 $10  $7  $0  $0  $17 
Charges  4   2   2   29   37 
Non-cash items  0   0   (2)  (29)  (31)
Cash  (9)  (3)  0   0   (12)
Balance as of April 3, 2021 $5  $6  $0  $0  $11 

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6.  Leases

During the first quarter of fiscal 2020, the Company adopted ASU 2016-02, Leases (Topic 842). The Company leases certain manufacturing facilities, warehouses, office space, manufacturing equipment, office equipment, and automobiles.

Under the new standard, weWe recognize right-of-use assets and lease liabilities for leases with original lease terms greater than one year based on the present value of lease payments over the lease term using our incremental borrowing rate on a collateralized basis.  Short-term leases, with original lease terms of less than one year, are not recognized on the balance sheet.  We are party to certain leases, namely for manufacturing facilities, which offer renewal options to extend the original lease term.  Renewal options are included in the right-of-use asset and lease liability based on our assessment of the probability that the options will be exercised.

We have elected the package of practical expedients which allows the Company to not reassess: (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. Additionally, we have elected the practical expedient to not separate lease and non-lease components for all asset classes.

Supplemental lease information is as follows:

LeasesClassification June 27, 2020 
Assets    
Operating lease right-of-use assetsRight-of-use assets $563 
Finance lease right-of-use assetsProperty, plant, and equipment  88 
Current liabilities     
Operating lease liabilitiesOther current liabilities $111 
Finance lease liabilitiesCurrent portion of long-term debt  17 
Non-current liabilities     
Operating lease liabilitiesOperating lease liabilities $468 
Finance lease liabilitiesLong-term debt, less current portion  71 
LeasesClassification April 3, 2021  September 26, 2020 
Operating leases:       
Operating lease right-of-use assets
Right-of-use assets
 $566  $562 
Current operating lease liabilities
Other current liabilities
  116   115 
Noncurrent operating lease liabilities
Operating lease liability
  467   464 
Finance leases:         
Finance lease right-of-use assets
Property, plant, and equipment, net
 $64  $78 
Current finance lease liability
Current portion of long-term debt
  13   17 
Noncurrent finance lease liabilities
Long-term debt, less current portion
  49   59 

Lease cost 
Quarterly Period Ended
June 27, 2020
  
Three Quarterly Periods Ended
June 27, 2020
 
Operating lease cost $29  $86 
Finance lease cost:        
Amortization of right-of-use assets  3   11 
Interest on lease liabilities  1   3 
Total finance lease cost  4   14 
Short-term lease cost  3   11 
Total lease cost $36  $111 

Cash paid for amounts included in lease liabilities 
Three Quarterly Periods Ended
June 27, 2020
 
Operating cash flows from operating leases $86 
Operating cash flows from finance leases  3 
Financing cash flows from finance leases  25 

June 27, 2020
Weighted-average remaining lease term - operating leases8 years
Weighted-average remaining lease term - finance leases4 years
Weighted-average discount rate - operating leases4.6%
Weighted-average discount rate - finance leases3.7%
Cash paid for amounts included in lease liabilities 
Two Quarterly Periods Ended
April 3, 2021
  
Two Quarterly Periods Ended
March 28, 2020
 
Operating cash flows from operating leases $57  $57 
Operating cash flows from finance leases  1   1 
Financing cash flows from finance leases  16   17 

Right-of-use assets obtained in exchange for new operating lease liabilities were $2$23 million and $15$34 million for the quarterly and threetwo quarterly periods ended June 27, 2020,April 3, 2021, respectively.

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At June 27, 2020, annual lease commitments were as follows:

Fiscal Year Operating Leases  Finance Leases 
Remainder of 2020 $35  $8 
2021  108   22 
2022  100   26 
2023  85   16 
2024  70   6 
Thereafter  303   15 
Total lease payments  701   93 
Less: Interest  (122)  (5)
Present value of lease liabilities $579  $88 

7.  Long-Term Debt

Long-term debt consists of the following:

FacilityMaturity Date June 27, 2020  September 28, 2019 
Term loanOctober 2022 $1,545  $1,545 
Term loanJanuary 2024  450   489 
Term loanJuly 2026  4,218   4,250 
Revolving line of creditMay 2024  —   — 
5.50% Second Priority Senior Secured NotesMay 2022  150   500 
6.00% Second Priority Senior Secured NotesOctober 2022  200   400 
5.125% Second Priority Senior Secured NotesJuly 2023  700   700 
1.00% First Priority Senior Secured Notes(a)
July 2025  786   — 
4.50% Second Priority Senior Secured NotesFebruary 2026  500   500 
4.875% First Priority Senior Secured NotesJuly 2026  1,250   1,250 
5.625% Second Priority Senior Secured NotesJuly 2027  500   500 
1.50% First Priority Senior Secured Notes(a)
July 2027  421   — 
Debt discounts and deferred fees   (92)  (112)
Finance leases and otherVarious  132   167 
Retired debt   —   1,176 
Total long-term debt   10,760   11,365 
Current portion of long-term debt   (70)  (104)
Long-term debt, less current portion  $10,690   11,261 

(a)  Euro denominated
FacilityMaturity Date April 3, 2021  September 26, 2020 
Term loanJuly 2026 $3,840   4,208 
Revolving line of creditMay 2024  0   0 
0.95% First Priority Senior Secured Notes
February 2024  800   0 
1.00% First Priority Senior Secured Notes (a)
July 2025  823   814 
1.57% First Priority Senior Secured Notes
January 2026  1,525   0 
4.875% First Priority Senior Secured Notes
July 2026  1,250   1,250 
1.50% First Priority Senior Secured Notes (a)
July 2027  441   436 
5.125% Second Priority Senior Secured Notes
July 2023  200   300 
4.50% Second Priority Senior Secured Notes
February 2026  500   500 
5.625% Second Priority Senior Secured Notes
July 2027  500   500 
Debt discounts and deferred fees   (87)  (85)
Finance leases and otherVarious  90   121 
Retired debtVarious  0   2,193 
Total long-term debt   9,882   10,237 
Current portion of long-term debt   (60)  (75)
Long-term debt, less current portion  $9,822   10,162 
(a)Euro denominated

In January 2020,fiscal 2021, the Company (i) issued €700$800 million aggregate principal amount of 1.00%0.95% first priority senior secured notes due 20252024, and €375$1,525 million aggregate principal amount of 1.50%1.57% first priority senior secured notes due 2027 (the “Euro notes”) and (ii) refinanced its existing $4.25 billion Term loan maturing in July 2026, resulting in a 50 basis point interest rate reduction.2026.  The proceeds of the Euro notes were used to prepay a portion of the entire outstanding amount of our existing euro denominated Term loan. loans.

Debt extinguishment costs of $18$14 million, primarily comprised of deferred debt discount and financing fees, were recorded in Other expense, net on the Consolidated Statements of Income upon the extinguishment of a portion of the euro Term loan.

The Company was in compliance with all debt covenants for all periods presented.loans.

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.

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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 May 2022 (€250 million), 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 June 27, 2020,April 3, 2021, 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).

During fiscal 2020, the Company entered into transactions to cash settle existing cross-currency swaps and received proceeds of $281 million. The swap settlement impact has been included as a component of Currency translation within Accumulated other comprehensive loss. Following the settlement of the existing cross-currency swaps, we entered into new cross-currency swaps with matching notional amounts and maturity dates of the original swaps.

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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).

As of June 27, 2020,April 3, 2021, 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 1.398%, with an expiration in June 2026, (ii) a $1 billion interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.835% with an expiration in June 2026, (iii) a $400 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.916% with an expiration in June 2026, (iv) a $884 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.857%, with an expiration in June 2024, and (v) a $473 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 2.050%, with an expiration in June 2024.

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 InstrumentsHedge DesignationBalance Sheet Location June 27, 2020  September 28, 2019 Hedge DesignationBalance Sheet Location April 3, 2021  September 26, 2020 
Cross-currency swapsDesignatedOther assets $—  $88 DesignatedOther long-term liabilities $423  $270 
Cross-currency swapsDesignatedOther long-term liabilities  153   — 
Interest rate swapsDesignatedOther long-term liabilities  228   81 DesignatedOther long-term liabilities  138   226 

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

 Quarterly Period Ended  Three Quarterly Periods Ended  Quarterly Period Ended  Two Quarterly Periods Ended 
Derivative Instruments
 Statements of Income Location
 June 27, 2020  June 29, 2019  June 27, 2020  June 29, 2019  Statements of Income Location April 3, 2021  March 28, 2020  April 3, 2021  March 28, 2020 
Cross-currency swapsInterest expense, net $(2) $(2) $(5) $(5)Interest expense, net $(1) $(1) $(4) $(3)
Cross-currency swapsOther expense, net  —   18   —   18 
Foreign exchange forward contractsOther expense, net  —   120   —   138 
Interest rate swapsInterest expense, net  13   (4)  17   (13)Interest expense, net  17   17   34   34 

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 20192020 assessment. WhileNo impairment indicators were not identified duringin the quarter that warranted impairment testing, the ongoing COVID-19 pandemic has created market volatility which we believe is short-term in nature. However, if we experience sustained declines in valuation market multiples, sustained lower earnings, or escalating macroeconomic challenges, the need for future impairment tests may arise.current quarter.

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Included in the following table are the major categories of assets measured at fair value on a non-recurring basis as of June 27, 2020April 3, 2021 and September 28, 2019,26, 2020, along with the impairment loss recognized on the fair value measurement during the period:

 As of June 27, 2020  As of April 3, 2021 
 Level 1  Level 2  Level 3  Total  Impairment  Level 1  Level 2  Level 3  Total  Impairment 
Indefinite-lived trademarks $—  $—  $248  $248  $—  $0  $0  $248  $248  $0 
Goodwill  —   —   5,184   5,184   —   0   0   5,229   5,229   0 
Definite lived intangible assets  —   —   2,288   2,288   —   0   0   2,149   2,149   0 
Property, plant, and equipment  —   —   4,481   4,481   2   0   0   4,675   4,675   2 
Total $—  $—  $12,201  $12,201  $2  $0  $0  $12,301  $12,301  $2 

 As of September 28, 2019  As of September 26, 2020 
 Level 1  Level 2  Level 3  Total  Impairment  Level 1  Level 2  Level 3  Total  Impairment 
Indefinite-lived trademarks $—  $—  $248  $248  $—  $0  $0  $248  $248  $0 
Goodwill  —   —   5,051   5,051   —   0   0   5,173   5,173   0 
Definite lived intangible assets  —   —   2,532   2,532   —   0   0   2,249   2,249   0 
Property, plant, and equipment  —   —   4,714   4,714   8   0   0   4,561   4,561   2 
Total $—  $—  $12,545  $12,545  $8  $0  $0  $12,231  $12,231  $2 

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The Company'sCompany’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 bookfair value of our marketable long-term indebtedness exceeded fairbook value by $31$101 million as of June 27, 2020.April 3, 2021. The Company'sCompany’s long-term debt fair values were determined using Level 2 inputs as other significant observable inputs were not available.(substantially observable).

9.  Income Taxes

In comparison to the statutory rate, the higher effective tax rate for the quarter and year-to-date was modestlynegatively impacted by U.S. state income taxes,divestitures and global intangible low-taxed income provisions (GILTI), uncertain tax positions and other discrete items.provisions.

10.  Segment and Geographic Data

The Company'sCompany’s operations are organized into 4 reporting segments: Consumer Packaging International, Consumer Packaging North America, Engineered Materials, and Health, Hygiene & Specialties.  The structure is designed to align us with our customers, provide optimal service, drive future growth, and to facilitate synergies realization.In October 2020, the Company realigned portions of our operating segments.  As a result of these organizational realignments, we have recast prior period segment amounts resulting in the following Net sales movements for the two quarterly periods ended March 28, 2020: (1.) Tapes business: $138 million from Engineered Materials to Health, Hygiene & Specialties, (2.) North American Healthcare: $142 million from Consumer Packaging North America to Consumer Packaging International and (3.) European Films: $347 million from Consumer Packaging International to Engineered Materials.

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

 Quarterly Period Ended  Three Quarterly Periods Ended  Quarterly Period Ended  Two Quarterly Periods Ended 
 June 27, 2020  June 29, 2019  June 27, 2020  June 29, 2019  April 3, 2021  March 28, 2020  April 3, 2021  March 28, 2020 
Net sales:                        
Consumer Packaging International $1,020  $52  $3,125  $153  $1,060  $970  $2,048  $1,900 
Consumer Packaging North America  718   652   2,104   1,892   731   633   1,417   1,244 
Health, Hygiene & Specialties  781   644   1,521   1,254 
Engineered Materials  564   630   1,747   1,910   798   728   1,520   1,393 
Health, Hygiene & Specialties  608   603   1,725   1,904 
Total net sales $2,910  $1,937  $8,701  $5,859  $3,370  $2,975  $6,506  $5,791 
Operating income:                                
Consumer Packaging International $89  $(1) $195  $(2) $59  $53  $135  $96 
Consumer Packaging North America  93   73   226   168   77   69   136   113 
Health, Hygiene & Specialties  114   66   210   113 
Engineered Materials  81   83   239   250   83   96   156   161 
Health, Hygiene & Specialties  84   60   170   160 
Total operating income $347  $215  $830  $576  $333  $284  $637  $483 
Depreciation and amortization:                                
Consumer Packaging International $79  $4  $240  $12  $87  $79  $170  $161 
Consumer Packaging North America  62   50   190   156   54   60   111   116 
Health, Hygiene & Specialties  42   46   87   93 
Engineered Materials  25   27   80   87   29   28   59   59 
Health, Hygiene & Specialties  43   46   128   142 
Total depreciation and amortization $209  $127  $638  $397  $212  $213  $427  $429 

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

 Quarterly Period Ended  Three Quarterly Periods Ended  Quarterly Period Ended  Two Quarterly Periods Ended 
 June 27, 2020  June 29, 2019  June 27, 2020  June 29, 2019  April 3, 2021  March 28, 2020  April 3, 2021  March 28, 2020 
Net sales:                        
United States and Canada $1,430  $1,556  $4,648  $4,672  $1,728  $1,705  $3,405  $3,218 
Europe  1,172   200   3,156   614   1,257   981   2,350   1,984 
Rest of world  308   181   897   573   385   289   751   589 
Total net sales $2,910  $1,937  $8,701  $5,859  $3,370  $2,975  $6,506  $5,791 

Selected information by product line is presented in the following tables:

 Quarterly Period Ended  Three Quarterly Periods Ended  Quarterly Period Ended  Two Quarterly Periods Ended 
 June 27, 2020  June 29, 2019  June 27, 2020  June 29, 2019  April 3, 2021  March 28, 2020  April 3, 2021  March 28, 2020 
Net sales:                        
Packaging  84   100   82   100   81   83   81   83 
Non-packaging  16   —   18   —   19   17   19   17 
Consumer Packaging International  100%  100%  100%  100%  100%  100%  100%  100%
                                
Rigid Open Top  44   47   45   45   54   55   55   56 
Rigid Closed Top  56   53   55   55   46   45   45   44 
Consumer Packaging North America  100%  100%  100%  100%  100%  100%  100%  100%
                                
Core Films  38   40   38   40 
Retail & Industrial  62   60   62   60 
Engineered Materials  100%  100%  100%  100%
                
Health  22   15   19   15   19   15   19   14 
Hygiene  52   52   53   54   45   47   45   48 
Specialties  26   33   28   31   36   38   36   38 
Health, Hygiene & Specialties  100%  100%  100%  100%  100%  100%  100%  100%
                
Core Films  64   63   61   61 
Retail & Industrial  36   37   39   39 
Engineered Materials  100%  100%  100%  100%


11.  Contingencies and Commitments

The Company is party to various legal proceedings involving routine claims which are incidental to its business.  Although the Company'sCompany’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 statements.

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

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12.  Share Repurchase Program

NaN shares were repurchased during the threetwo quarterly periods ended June 27, 2020.April 3, 2021.  Authorized share repurchases of $393 million remain available to the Company.


13.  Basic and Diluted Net Income Per Share

Basic net income per share 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 net income per share is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method.  For purposes of this calculation, stock options are considered to be common stock equivalents and are only included in the calculation of diluted net income per share when their effect is dilutive.  For the three and ninesix months ended June 27, 2020, 7.1April 3, 2021, million and 7.13.2 million shares respectively, were excluded from the diluted net income per share calculation as their effect would be anti-dilutive.  NaN shares were excluded from the diluted net income per share calculation for the three months ended April 3, 2021.  For the three and six months ended March 28, 2020, 7.1 million and 7.1 million shares, respectively, were excluded.

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The following tables provide a reconciliation of the numerator and denominator of the basic and diluted net income per share calculations.

 Quarterly Period Ended  Three Quarterly Periods Ended  Quarterly Period Ended  Two Quarterly Periods Ended 
(in millions, except per share amounts) June 27, 2020  June 29, 2019  June 27, 2020  June 29, 2019  April 3, 2021  March 28, 2020  April 3, 2021  March 28, 2020 
Numerator                        
Consolidated net income $191  $13  $364  $175  $181  $126  $311  $173 
Denominator                                
Weighted average common shares outstanding - basic  132.5   131.5   132.4   131.0   134.3   132.4   133.9   132.4 
Dilutive shares  1.7   2.7   1.9   3.0   2.5   1.7   2.7   1.8 
Weighted average common and common equivalent shares outstanding - diluted  134.2   134.2   134.3   134.0   136.8   134.1   136.6   134.2 
                                
Per common share income                                
Basic $1.44  $0.10  $2.75  $1.34  $1.35  $0.95  $2.32  $1.31 
Diluted $1.42  $0.10  $2.71  $1.31  $1.32  $0.94  $2.28  $1.29 

15
14.  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 March 28, 2020 $(344) $(57) $(147) $(548)
Other comprehensive income (loss), net of tax before reclassifications  11   —   (23)  (12)
Net amount reclassified from accumulated other comprehensive loss  —   —   10   10 
Balance at June 27, 2020 $(333) $(57) $(160) $(550)
Quarterly Period Ended 
Currency
Translation
  
Defined Benefit
Pension and Retiree
Health Benefit Plans
  
Derivative
Instruments
  
Accumulated Other
Comprehensive Loss
 
Balance at January 2, 2021 $(100) $(116) $(140) $(356)
Other comprehensive income (loss) before reclassifications  (73)  0   52   (21)
Net amount reclassified from accumulated other comprehensive loss  0   0   2   2 
Balance at April 3, 2021 $(173) $(116) $(86) $(375)

  
Currency
Translation
  
Defined Benefit
Pension and Retiree
Health Benefit Plans
  
Derivative
Instruments
  
Accumulated Other
Comprehensive Loss
 
Balance at March 30, 2019 $(173) $(13) $—  $(186)
Other comprehensive income (loss), net of tax before reclassifications  10   —   (32)  (22)
Net amount reclassified from accumulated other comprehensive loss  —   —   (3)  (3)
Balance at June 29, 2019 $(163) $(13) $(35) $(211)
  
Currency
Translation
  
Defined Benefit
Pension and Retiree
Health Benefit Plans
  
Derivative
Instruments
  
Accumulated Other
Comprehensive Loss
 
Balance at December 28, 2019 $(187) $(56) $(38) $(281)
Other comprehensive loss before reclassifications  (157)  (1)  (144)  (302)
Net amount reclassified from accumulated other comprehensive loss  0   0   35   35 
Balance at March 28, 2020 $(344) $(57) $(147) $(548)

Three Quarterly Periods Ended 
Currency
Translation
  
Defined Benefit
Pension and Retiree
Health Benefit Plans
  
Derivative
Instruments
  
Accumulated Other
Comprehensive Loss
 
Balance at September 28, 2019 $(279) $(56) $(51) $(386)
Other comprehensive loss, net of tax before reclassifications  (54)  (1)  (126)  (181)
Net amount reclassified from accumulated other comprehensive loss  —   —   17   17 
Balance at June 27, 2020 $(333) $(57) $(160) $(550)
Two Quarterly Periods Ended 
Currency
Translation
  
Defined Benefit
Pension and Retiree
Health Benefit Plans
  
Derivative
Instruments
  
Accumulated Other
Comprehensive Loss
 
Balance at September 26, 2020 $(278) $(116) $(157) $(551)
Other comprehensive income before reclassifications  105   0   67   172 
Net amount reclassified from accumulated other comprehensive loss  0   0   4   4 
Balance at April 3, 2021 $(173) $(116) $(86) $(375)

  
Currency
Translation
  
Defined Benefit
Pension and Retiree
Health Benefit Plans
  
Derivative
Instruments
  
Accumulated Other
Comprehensive Loss
 
Balance at September 29, 2018 $(175) $(13) $32  $(156)
Other comprehensive income (loss), net of tax before reclassifications  12   —   (59)  (47)
Net amount reclassified from accumulated other comprehensive loss  —   —   (8)  (8)
Balance at June 29, 2019 $(163) $(13) $(35) $(211)
  
Currency
Translation
  
Defined Benefit
Pension and Retiree
Health Benefit Plans
  
Derivative
Instruments
  
Accumulated Other
Comprehensive Loss
 
Balance at September 28, 2019 $(279) $(56) $(51) $(386)
Other comprehensive loss before reclassifications  (65)  (1)  (148)  (214)
Net amount reclassified from accumulated other comprehensive loss  0   0   52   52 
Balance at March 28, 2020 $(344) $(57) $(147) $(548)

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

The following discussion should be read in conjunction with the consolidated financial statements of Berry Global Group, Inc. and its subsidiaries and the accompanying notes thereto, which information is included elsewhere herein. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in our most recent Form 10-K in the section titled "Risk Factors", Item 1A of the our Quarterly Report on Form 10-Q for the quarter ended March 28, 2020, and other risk factors identified from time to time in our subsequent periodic filings with the Securities and Exchange Commission. As a result, our actual results may differ materially from those contained in any forward-looking statements. The forward-looking statements referenced within this report should be read with the explanation of the qualifications and limitations included herein. Fiscal 2019 and fiscal 2020 are fifty-two week periods.

Executive Summary

COVID-19.  The ongoing pandemic has impacted various businesses and supply chains, including travel restrictions and the extended shutdown of certain industries in various countries. Due to the nature of the majority of our products, geographic footprint and end market diversity, on a consolidated net sales basis we have been modestly impacted with lower customer demand in food service and industrials being offset by higher consumer demand in our healthcare, hygiene and food product categories. Additionally, the impact of travel and safety restriction related to the pandemic has negatively impacted various integration activities and back office functions. The Company will continue to evaluate the potential impacts and closely monitor developments as they arise.

Business.  The Company'sCompany’s operations are organized into four reportingoperating segments: Consumer Packaging International, Consumer Packaging North America, Engineered Materials and Health, Hygiene & Specialties.Specialties, and Engineered Materials in order to better align our various businesses for future growth.  The structure is designed to align us with our customers, provide optimalimproved service, drive future growth, and to facilitate synergies realization.  The Consumer Packaging International segment primarily consists of containers, closures, dispensing systems, pharmaceutical devices and packaging, polythene films, and technical components and includes the international portion of the recently acquired RPC Group Plc (“RPC”) business.components.  The Consumer Packaging North America segment primarily consists of containers, foodservice items, closures, overcaps, bottles, prescription vials, and tubes. The Engineered Materials segment primarily consists of tapes and adhesives, polyethylene-based film products, can liners, and specialty coated and laminated products.  The Health, Hygiene & Specialties segment primarily consists of nonwoven specialty materials, tapes and adhesives, and films used in hygiene, infection prevention, personal care, industrial, construction, and filtration applications.  The Engineered Materials segment primarily consists of polyethylene-based film products, and can liners.

Acquisitions.Acquisitions and Dispositions.  Our acquisition strategy is focused on improving our long-term financial performance, enhancing our market positions, and expanding our existing and complementary product lines.  We seek to obtain businesses for attractive post-synergy multiples, creating value for our stockholders from synergy realization, leveraging the acquired products across our customer base, creating new platforms for future growth, and assuming best practices from the businesses we acquire.  While the expected benefits on earnings is estimated at the commencement of each transaction, once the execution of the plan and integration occur, we are generally unable to accurately estimate or track what the ultimate effects have been due to system integrations and movements of activities to multiple facilities.  As historical business combinations and restructuring plans have not allowed us to accurately separate realized synergies compared to what was initially identified, we measureestimate the synergy realization based on the overall segment profitability post integration.

RPC Group Plc

In July 2019, the Company completed the acquisition of RPC for aggregate consideration of $6.1 billion. RPC is a leading plastic product design and engineering company for packaging and select non-packaging markets, with 189 sites in 34 countries. RPC develops and manufactures a diverse range of products for a wide variety of customers, including many household names, and enjoys strong market positions in many of the end markets it serves and the geographical areas in which it operates. It uses a wide range of polymer conversion techniques and is also one of the largest plastic recyclers in Europe. The international based facilities are operated within the Consumer Packaging International segment with the remaining U.S. based facilities operated within the Consumer Packaging North America segment. The Company expects to realize annual cost synergies of $150 million of which an estimated $85 million is expected to be realized inDuring fiscal 2020.  See Note 4 to the Consolidated Financial Statements for further details on the acquisition of RPC.

Seal For Life

In July 2019,2021, the Company completed the sale of our Seal For Life ("SFL")its U.S. Flexible Packaging Converting business which was primarily operated in our Health, Hygiene & Specialtiesthe Engineered Materials segment for net proceeds of $325$140 million and is divesting a non-core Czech Republic Reaction Injection Molding business which is operated in the Consumer Packaging International segment for an estimated sales price of approximately $22 million.  SFLA net pretax loss on the divestitures of $22 million was recorded $96 million in fiscal 2021 within Restructuring and transaction activities on the Consolidated Statements of Income.  The U.S Flexible Packaging Converting business and the Czech Republic Reaction Injection Molding business recorded net sales during fiscal 2019.2020 of $203 million and $41 million, respectively.

17
Raw Material Trends.  Our primary raw material is plastic resin.  Polypropylene and polyethylene account for approximately 90% of our plastic resin pounds purchased.  The three month simple average price per pound, as published by U.S. market indices, were as follows:

  Polyethylene Butene Film  Polypropylene 
  2020  2019  2018  2020  2019  2018 
1st quarter $.58  $.64  $.68  $.58  $.76  $.71 
2nd quarter  .59   .61   .69   .53   .63   .75 
3rd quarter  .56   .63   .68   .48   .62   .76 
4th quarter  —   .59   .66   —   .62   .85 

Due to differences in the timing of passing through resin cost changes to our customers on escalator/de-escalator programs, segments are negatively impacted in the short term when plastic resin costs increase and are positively impacted when plastic resin costs decrease.  This timing lag and competitor behaviors related to passing through raw material cost changes could affect our results as plastic resin costs fluctuate.  In addition, we use other materials such as butyl rubber, adhesives, paper and packaging materials, linerboard, rayon, polyester fiber, and foil, in various manufacturing processes.  These raw materials are available from multiple sources and we purchase from a variety of global suppliers.  While temporary shortages of raw materials can occur, we expect to continue to successfully manage raw materials supplies without significant supply interruptions.

Outlook.  The Company is affected by general economic and industrial growth, plastic resin availability and affordability, and general industrial production.  COVID-19 pandemic has resulted in both advantaged and disadvantaged products within all segments.  Our results are affected by both the duration certain products remain advantaged and timing of when disadvantage products normalize.  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, including those changes being impactedcustomers.  In the near term, recent resin inflation will create a headwind for the Company, which we believe will be offset by the currentcontinued favorable product mix associated with pivoting our assets to produce products related to COVID-19 pandemic. Based on current market conditionsprotection.  By providing advantaged products in targeted markets, we believe portions of our Consumer Packaging segments and our Engineered Materials segment will continue to see volume pressure in the near-term as they are more highly indexed to food service and industrials markets. We also believe our Health, Hygiene, & Specialties segment will continue to have strong volumes for the duration of fiscal 2020 as a result of strong demand for healthcare products. We continue to believe our underlying long-term demand fundamentalsfundamental in all divisions will remain intactstrong as we continue our focus on delivering protective solutions that enhance consumer safety and execute on the Company’s mission statement of “Always“Always Advancing to Protect What’s ImportantImportant.”.  For fiscal 2020,2021, we project cash flow from operations and free cash flow of $1,450between $1,675 to $1,575 million and $830 million, respectively. The free cash flow assumes an estimated $620$700 million of capital spending, cash taxes of $170 million, cash interest costs of $430 million, and other cash uses of $50 million related to changes in working capital, acquisition integration expenses and costs to achieve synergies. For the definition of free cash flow and further information related to free cash flow as a non-GAAP financial measure, see “Liquidity and Capital Resources”.spending.

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Results of Operations

Comparison of the Quarterly Period Ended June 27, 2020April 3, 2021 (the "Quarter"“Quarter”) and the Quarterly Period Ended June 29, 2019March 28, 2020 (the "Prior Quarter"“Prior Quarter”)

Acquisition sales and operating income disclosed within this section represents the results from acquisitions for the current period.  Business integration expenses consist of restructuring and impairment charges, acquisition and divestiture related costs, and other business optimization costs.  Tables present dollars in millions.

Consolidated Overview                  
 Quarter  Prior Quarter  $ Change  % Change  Quarter  Prior Quarter  $ Change  % Change 
Net sales $2,910  $1,937  $973   50% $3,370  $2,975  $395   13%
Cost of goods sold  2,706   2,391   315   13%
Other operating expenses  331   300   31   10%
Operating income $347  $215  $132   61% $333  $284  $49   17%
Operating income percentage of net sales  12%  11%        

Net Sales:  The net sales growth is primarily attributed to acquisition net sales of $1,092 million and a base volume increase of 2%. These increases were partially offset by lowerincreased selling prices of $99$192 million due to the pass through of lowerhigher resin costs, organic volume growth of 5%, and a $19$92 million unfavorablefavorable impact from foreign currency changes andchanges. These increases were partially offset by Prior Quarter divestiture sales of $34$53 million.The organic volume growth was primarily due to organic growth investments, modest recovery of certain markets that had previously been facing COVID-19 headwinds, and higher demand in our advantaged health and hygiene products as the result of COVID-19.

Cost of goods sold:The cost of goods sold increase is attributed to the organic volume growth, product mix, higher resin costs and a $74 million increase from foreign currency changes.  These increases were partially offset by Prior Quarter divestiture cost of goods sold of $42 million and a $19 million inventory step-up.

Other operating incomeexpenses:  The other operating expenses increase is primarily attributed to acquisition operating income of $111 million, a $34 million favorable impact from cost productivity and product mix, a $12 million increase due to the base volume growth, and a $6 million decrease in depreciation and amortization. These improvements were partially offset by a $10$21 million increase in business integration costs,expense and a $5$15 million unfavorableincrease in selling, general, and administrative expense.

Operating Income:  The operating income increase is primarily attributed to a $35 million increase from the organic volume growth, a $19 million inventory step-up in the Prior Quarter related to the RPC acquisition, a $16 million favorable impact from price cost spread including synergies and product mix, and a $16 million favorable impact from foreign currency, changespartially offset by a $21 million increase in business integration expense, and Prior Quarter divestiture operating income of $9 million.a $15 million increase in selling, general, and administrative expense.

Consumer Packaging International                  
 Quarter  Prior Quarter  $ Change  % Change  Quarter  Prior Quarter  $ Change  % Change 
Net sales $1,020  $52  $968   —  $1,060  $970  $90   9%
Operating income (loss) $89  $(1) $90   — 
Operating income percentage of net sales  9%  (2)%        
Cost of goods sold  842   785   57   7%
Other operating expenses  159   132   27   20%
Operating income $59  $53  $6   11%

Net Sales:  The net sales and operating income growth in the Consumer Packaging International segment is primarily attributed to organic volume growth of 4%, and a $71 million favorable impact from foreign currency changes.  The organic volume growth was primarily due to recovery in emerging markets.

Cost of goods sold:  The cost of goods sold increase is attributed to the RPC acquisition.organic volume growth and a $57 million increase from foreign currency changes.  These increases were partially offset by change in product mix and the Prior Quarter $19 million inventory step-up.

Other operating expenses:  The other operating expenses increase is primarily attributed to a $24 million increase in business integration activities.

Operating Income:  The operating income increase is primarily attributed to a $12 million favorable impact from foreign currency, an $11 million increase from the organic volume growth, and a $19 million inventory step-up in the Prior Quarter, partially offset by a $24 million increase in business integration activities, and an increase in depreciation and amortization.
18

Consumer Packaging North America                  
 Quarter  Prior Quarter  $ Change  % Change  Quarter  Prior Quarter  $ Change  % Change 
Net sales $718  $652  $66   10% $731  $633  $98   15%
Cost of goods sold  597   508   89   18%
Other operating expenses  57   56   1   2%
Operating income $93  $73  $20   27% $77  $69  $8   12%
Operating income percentage of net sales  13%  11%        

Net Sales:  The net sales growth in the Consumer Packaging North America segment is primarily attributed to acquisition net sales of $117 million related to the U.S. portion of the acquired RPC business, partially offset by lowerincreased selling prices of $51$60 million due to the pass through of lowerhigher resin costs and organic volume growth of 5%.  The organic volume growth was primarily due to continued strength in closures, bottles and containers.

Cost of goods sold:  The cost of goods sold increase is attributed to the organic volume growth, product mix and higher resin costs.

Operating Income:  The operating income increase is primarily attributed to acquisition operating income of $19 million.

Engineered Materials         
  Quarter  Prior Quarter  $ Change  % Change 
Net sales $564  $630  $(66)  (10)%
Operating income $81  $83  $(2)  (2)%
Operating income percentage of net sales  14%  13%        

The net sales decrease in the Engineered Materials segment is primarily attributed to a 8% base volume decline reflecting the impact of COVID-19 and lower selling prices of $24$9 million due to the pass through of lower resin costs, partially offset by acquisition net sales of $7 million.

The operating income decrease is primarily attributed to a $6 million unfavorable impactincrease from the baseorganic volume decline, partially offset by cost productivitygrowth and a decrease in depreciation and amortization.amortization, partially offset by a negative impact from price cost spread.

Health, Hygiene & Specialties                  
 Quarter  Prior Quarter  $ Change  % Change  Quarter  Prior Quarter  $ Change  % Change 
Net sales $608  $603  $5   1% $781  $644  $137   21%
Cost of goods sold  609   519   90   17%
Other operating expenses  58   59   (1)  (2)%
Operating income $84  $60  $24   40% $114  $66  $48   73%
Operating income percentage of net sales  14%  10%        

Net Sales:  The net sales growth in the Health, Hygiene & Specialties segment is primarily attributed to baseorganic volume growth of 14%8%,  partially offset by lowerand increased selling prices of $24$83 million due to the pass through of lowerhigher resin costs.  The organic volume growth was primarily due to organic growth investments and higher demand in our advantage health and hygiene products as the result of COVID-19.

Cost of goods sold:  The cost of goods sold increase is attributed to the organic volume growth, product mix and higher resin costs.

Operating Income:  The operating income increase is primarily attributed to a $12 million impact from the organic volume growth and a $31 million favorable impact from price cost spread and product mix.

Engineered Materials         
  Quarter  Prior Quarter  $ Change  % Change 
Net sales $798  $728  $70   10%
Cost of goods sold  658   579   79   14%
Other operating expenses  57   53   4   8%
Operating income $83  $96  $(13)  (14)%

Net Sales:  The net sales growth in the Engineered Materials segment is primarily attributed to increased selling prices of $69 million due to the pass through of higher resin costs, organic volume growth of 3%, and a $19$15 million unfavorablefavorable impact from foreign currency changes, andpartially offset by Prior Quarter divestiture sales of $34 million related to the divested SFL business.$43 million.

Cost of goods sold:The operating income cost of goods sold increase is primarily attributed to a $28 million favorable impact from cost productivity andthe organic volume growth, product mix, higher resin costs, and an $18a $13 million favorable impactincrease from the base volume increase.foreign currency changes.  These increases were partially offset by a $9 million increase in business integration costs, a $5 million unfavorable impact from foreign currency changes, and Prior Quarter divestiture cost of goods sold of $35 million.

Operating Income:  The operating income of $9 million related to the divested SFL business.

Other (income) expense, net         
  Quarter  Prior Quarter  $ Change  % Change 
Other (income) expense, net $(7) $136  $(143)  (105)%

The other (income) expense improvementdecrease is primarily attributed to non-recurring, unfavorable a $10 million negative impact from price cost spread and Prior Quarter divestiture operating income.
19

Other expense, net         
  Quarter  Prior Quarter  $ Change  % Change 
Other expense, net $6  $—  $6   N/A 

The other expense is primarily attributed to debt extinguishment costs partially offset by foreign currency changes related to the foreign exchange forward contracts entered into as a partremeasurement of the RPC acquisition in the Prior Quarter.non-operating intercompany balances.

Interest expense, net                  
 Quarter  Prior Quarter  $ Change  % Change  Quarter  Prior Quarter  $ Change  % Change 
Interest expense, net $110  $71  $39   55% $84  $111  $(27)  (24)%

The interest expense increasedecrease is primarily attributed to the incremental debt facilities entered into as partresult of the RPC acquisition.repayments on long-term borrowings in fiscal 2020 and recent refinancing activities (see Note 7).

Income tax expense (benefit)         
  Quarter  Prior Quarter  $ Change  % Change 
Income tax expense (benefit) $53  $(5) $58   — 

The income tax expense increase is primarily attributed to higher pre-tax book income and the Prior Quarter included a loss on foreign exchange forward contracts resulting in a $30 million income tax benefit.

19
Changes in Comprehensive Income

The $201$303 million improvement in comprehensive income from the Prior Quarter was primarily attributed to a $178$55 million improvement in net income, and a $22$163 million favorable change in the fair value of derivative instruments, net of tax.tax, and an $84 million favorable change in currency translation.  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 20202021 versus fiscal 20192020 is primarily attributed to the change in the forward interest and foreign exchange curves between measurement dates.

Comparison of the ThreeTwo Quarterly Periods Ended June 27, 2020April 3, 2021 (the "YTD"“YTD”) and the ThreeTwo Quarterly Periods Ended June 29, 2019March 28, 2020 (the "Prior YTD"“Prior YTD”)

Acquisition sales and operating income disclosed within this section represents theThe Company’s U.S. based results from acquisitions for the current period.YTD and Prior YTD are based on a twenty-seven and twenty-six week period, respectively.   Business integration expenses consist of restructuring and impairment charges, acquisition and divestiture related costs, and other business optimization costs.  Tables present dollars in millions.

Consolidated Overview                  
 YTD  Prior YTD  $ Change  % Change  YTD  Prior YTD  $ Change  % Change 
Net sales $8,701  $5,859  $2,842   49% $6,506  $5,791  $715   12%
Cost of goods sold  5,224   4,687   537   11%
Other operating expenses  645   621   24   4%
Operating income $830  $576  $254   44% $637  $483  $154   32%
Operating income percentage of net sales  10%  10%        

Net Sales:  The net sales growth is primarily attributed to acquisition net salesorganic volume growth of $3,346 million and a base volume increase of 1%6%, partially offset by lowerincreased selling prices of $429$181 million due to the pass through of lowerhigher resin costs, Prior YTD divestiture sales of $86a $142 million and a $32 million unfavorablefavorable impact from foreign currency changes.changes, and a $131 million increase from extra shipping days in the YTD. These increases were partially offset by Prior Quarter divestiture sales of $68 million.  The organic volume growth was primarily due to organic growth investments, modest recovery of certain markets that had previously been facing COVID-19 headwinds, and higher demand in our advantaged health and hygiene products as the result of COVID-19.

Cost of goods sold:  The cost of goods sold increase is attributed to the organic volume growth, product mix, higher resin costs, a $114 million increase from foreign currency changes, and a $101 million increase from extra shipping day in the YTD.  These increases were partially offset by Prior YTD divestiture cost of goods sold of $55 million and a $19 million inventory step-up.

Other operating expenses:  The other operating expenses increase is primarily attributed to an $11 million increase in selling, general, and administrative expenses and an increase from extra shipping days in the YTD.

Operating Income:  The operating income increase is primarily attributed to acquisition operating income of $245an $81 million increase from the organic volume growth, a $22 million decrease in depreciation and amortization, a $16$33 million favorable impact from price cost spread including synergies and product mix, a $23 million favorable impact from foreign currency, a $22 million benefit from extra shipping days in the base volume increase,YTD, and a $7$19 million decreaseinventory step-up in business integration costs. These improvements werethe Prior YTD related to the RPC acquisition, partially offset by a $9an $11 million increase in selling, general, and administrative expenses, and Prior YTD divestiture operating income of $25 million.income.
20

Consumer Packaging International                  
 YTD  Prior YTD  $ Change  % Change  YTD  Prior YTD  $ Change  % Change 
Net sales $3,125  $153  $2,972   —  $2,048  $1,900  $148   8%
Cost of goods sold  1,634   1,535   99   6%
Other operating expenses  279   269   10   4%
Operating income $195  $(2) $197   —  $135  $96  $39   41%
Operating income percentage of net sales  6%  (1)%        

Net Sales:  The net sales and operating income growth in the Consumer Packaging International segment is primarily attributed to organic volume growth of 4% and a $115 million favorable impact from foreign currency changes, partially offset by lower selling prices of $48 million.  The organic volume growth was primarily due to recovery in emerging markets.

Cost of goods sold:  The cost of goods sold increase is attributed to the RPC acquisition.organic volume growth and a $93 million increase from foreign currency changes.  These increases were partially offset by change in product mix and a $19 million inventory step-up in the Prior YTD.

Consumer Packaging North America         
  YTD  Prior YTD  $ Change  % Change 
Net sales $2,104  $1,892  $212   11%
Operating income $226  $168  $58   35%
Operating income percentage of net sales  11%  9%        
Other operating expenses:  The other operating expenses increase is primarily attributed to an increase in business integration expense.

Operating Income: The operating income increase is primarily attributed to an $18 million increase from the organic volume growth, an $18 million favorable impact from foreign currency, and a $19 million inventory step-up in the Prior YTD related to the RPC acquisition, partially offset by an $18 million increase in business integration activities.

Consumer Packaging North America         
  YTD  Prior YTD  $ Change  % Change 
Net sales $1,417  $1,244  $173   14%
Cost of goods sold  1,155   1,017   138   14%
Other operating expenses  126   114   12   11%
Operating income $136  $113  $23   20%

Net Sales:  The net sales growth in the Consumer Packaging North America segment is primarily attributed to acquisition net salesorganic volume growth of $356 million related to the U.S. portion of the acquired RPC business and a 1% base volume improvement, partially offset by lower6%, increased selling prices of $161$56 million, and a $40 million increase from extra shipping days in the YTD.  The organic volume growth was primarily due to the pass through of lower resin costs.continued strength in closures, bottles and containers.

Cost of goods sold:  The cost of goods sold increase is attributed to the organic volume growth, product mix, higher resin costs, and a $30 million increase from extra shipping day in the YTD.

Other operating expenses:  The other operating expenses increase is primarily attributed an increase in selling, general, and administrative expense.

Operating Income:  The operating income increase is primarily attributed to acquisition operating income of $47a $22 million increase from the organic volume growth and an $8a $7 million favorable impactbenefit from cost productivityextra shipping days in the YTD, partially offset by increased selling, general, and product mix.administrative expense.
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Engineered Materials         
Health, Hygiene & Specialties         
 YTD  Prior YTD  $ Change  % Change  YTD  Prior YTD  $ Change  % Change 
Net sales $1,747  $1,910  $(163)  (9)% $1,521  $1,254  $267   21%
Cost of goods sold  1,182   1,013   169   17%
Other operating expenses  129   128   1   1%
Operating income $239  $250  $(11)  (4)% $210  $113  $97   86%
Operating income percentage of net sales  14%  13%        

Net Sales:  The net sales decrease in the Engineered Materials segment is primarily attributed to lower selling prices of $123 million due to the pass through of lower resin costs and a 3% base volume decline as a result of COVID-19, partially offset by acquisition net sales of $18 million.

The operating income decrease is primarily attributed to a $12 million unfavorable impact from price cost spread and an $8 million unfavorable impact from the base volume decline, partially offset by an $8 million decrease in depreciation and amortization.

Health, Hygiene & Specialties         
  YTD  Prior YTD  $ Change  % Change 
Net sales $1,725  $1,904  $(179)  (9)%
Operating income $170  $160  $10   6%
Operating income percentage of net sales  10%  8%        

The net sales decreasegrowth in the Health, Hygiene & Specialties segment is primarily attributed to lowerorganic volume growth of 12%, increased selling prices of $145$90 million due to the pass through of lowerhigher resin costs, and Priora $42 million increase from extra shipping days in the YTD, sales of $86 million related to the divested SFL business, partially offset by a 5% basePrior YTD divestiture sales of $14 million.  The organic volume increase.growth was primarily due to organic growth investments and higher demand in our advantage health and hygiene products as the result of COVID-19.

Cost of goods sold:  The cost of goods sold increase is attributed to the organic volume growth, product mix, higher resin costs, and a $31 million increase from extra shipping day in the YTD.  These increases were partially offset by Prior YTD divestiture cost of goods sold.

Operating Income: The operating income increase is primarily attributed to a $23$36 million increase from the organic volume growth, a $47 million favorable impact from the base volume increase, a $9 million favorable impact fromprice cost productivityspread including synergies and product mix, and a $10benefit from extra shipping days in the YTD.

Engineered Materials         
  YTD  Prior YTD  $ Change  % Change 
Net sales $1,520  $1,393  $127   9%
Cost of goods sold  1,253   1,122   131   12%
Other operating expenses  111   110   1   1%
Operating income $156  $161  $(5)  (3)%

Net Sales:  The net sales growth in the Engineered Materials segment is primarily attributed to increased selling prices of $83 million decreasedue to the pass through of higher resin costs, a $44 million increase from extra shipping days in depreciationthe YTD, organic volume growth of 2%, and amortization.a $22 million favorable impact from foreign currency changes, partially offset by Prior YTD divestiture sales of $54 million.

Cost of goods sold:  The cost of goods sold increase is attributed to the organic volume growth, product mix, higher resin costs, an $18 million increase from foreign currency changes, and a $35 million increase from extra shipping day in the YTD.  These increases were partially offset by Prior YTD divestiture cost of goods sold of $45 million.

Operating Income: The operating income of $25decrease is primarily attributed to a $15 million related tounfavorable impact from price cost spread and Prior YTD divestiture operating income.  These decreases were partially offset by an improvement from the divested SFL business.

Other expense, net         
  YTD  Prior YTD  $ Change  % Change 
Other expense, net $6  $159  $(153)  (105)%

Other expenseorganic volume growth, and a benefit from extra shipping days in the YTD includes $26 million of debt extinguishment costs,.

Other expense, net         
  YTD  Prior YTD  $ Change  % Change 
Other expense, net $31  $13  $18   138%

The other expense increase is primarily a result of the prepayment of the entire outstanding amount of our existing euro denominated term loan, partially offset by favorableattributed to foreign currency changes associated withrelated to the remeasurement of non-operating intercompany balances. The Prior YTD primarily contains non-recurring, unfavorable foreign currency changes related to the foreign exchange forward contracts entered into as a part of the RPC acquisition.

Interest expense, net                  
 YTD  Prior YTD  $ Change  % Change  YTD  Prior YTD  $ Change  % Change 
Interest expense, net $339  $201  $138   69% $181  $229  $(48)  (21)%

The interest expense increasedecrease is primarily attributed to the incremental debt facilities entered into as partresult of the RPC acquisition.

Income tax expense         
  YTD  Prior YTD  $ Change  % Change 
Income tax expense $121  $41  $80   195%

The income tax expense increase is primarily attributed to higher pre-tax book incomerepayments on long-term borrowings in fiscal 2020 and the Prior YTD included a loss on foreign exchange forward contracts resulting in a $30 million income tax benefit.recent refinancing activities.

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Changes in Comprehensive Income

The $80$476 million improvement in comprehensive income from the Prior YTD was primarily attributed to a $189$138 million improvement in net income, partially offset by a $66$170 million unfavorablefavorable change in currency translation, and a $42$167 million unfavorablefavorable change in the fair value of derivative instruments, net of tax.  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.  The change in currency translation in the YTD was primarily attributed to locations utilizing the euro, British pound sterling, Brazilian real, Canadian dollar, Chinese renminbi and Mexican peso as the 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 20202021 versus fiscal 20192020 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 $850 million asset-based revolving line of credit that matures in May 2024. The Company was in compliance with all covenants at the end of the QuarterQuarter. (see Note 7).

Cash Flows

Net cash from operating activities increased $408$105 million from the Prior YTD primarily attributed to improved net income prior to non-cash activities.

Net cash used in investing activities decreased $117increased $194 million from the Prior YTD primarily attributed to increased capital expenditures and proceeds from the settlement of cross-currency derivatives in the Prior YTD, partially offset by increased capital expenditures as a resultproceeds from the divestiture of business in the RPC acquisition.YTD.

Net cash used in financing activities increased $237$48 million from the Prior YTD primarily attributed to higher net debt repayments, partially offset by lower share repurchase activity.higher proceeds from issuance of common stock.

Share Repurchases

No shares were repurchased during the quarter. Authorized share repurchases of $393 million remain available to the Company.

Free Cash Flow

We define "Free cash flow" as cash flow from operating activities less net additions to property, plant and equipment.

Based on our definition, our consolidated Free cash flow is summarized as follows:

  Three Quarterly Periods Ended 
  June 27, 2020 
Cash flow from operating activities $979 
Additions to property, plant and equipment, net  (419)
Free cash flow $560 

Free cash flow, as presented in this document, is a supplemental financial measure that is not required by, or presented in accordance with, generally accepted accounting principles in the U.S. ("GAAP").  Free cash flow is not a GAAP financial measure and should not be considered as an alternative to cash flow from operating activities or any other measure determined in accordance with GAAP.  We use Free cash flow as a measure of liquidity because it assists us in assessing our company’s ability to fund its growth through its generation of cash, and believe it is useful to investors for such purpose.  In addition, Free cash flow and similar measures are widely used by investors, securities analysts and other interested parties in our industry to measure a company's liquidity.  Free cash flow may be calculated differently by other companies, including other companies in our industry, limiting its usefulness as a comparative measure.

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Liquidity Outlook

At June 27, 2020,April 3, 2021, our cash balance was $906$843 million, of which approximately 60%80% was 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 liquidity needs over the next twelve months.  We do not expect our free cash flow to be sufficient to cover all long-term debt obligations and intend to refinance these obligations prior to maturity.  However, we cannot predict our future results of operations and our ability to meet our obligations involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our most recent Form 10-K filed with the Securities and Exchange Commission and in this Form 10-Q, if any.

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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 the issuer.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 the 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  Two Quarterly Periods Ended 
 June 27, 2020  April 3, 2021 
Net sales $4,361  $3,278 
Gross profit  932   641 
Earnings from continuing operations  189   167 
Net income $189  $167 

Includes $20$12 million of income associated with intercompany activity with non-guarantor subsidiaries.

 June 27, 2020  September 28, 2019  April 3, 2021  September 26, 2020 
Assets            
Current assets $1,674  $1,237  $1,712  $1,417 
Noncurrent assets  6,339   5,088   5,926   6,153 
                
Liabilities                
Current liabilities $915  $862  $1,048  $841 
Noncurrent liabilities  12,391   11,915   11,619   11,936 

Includes $475$715 million and $572 million of intercompany payables due to non-guarantor subsidiaries as of June 27,April 3, 2021 and September 26, 2020, and $45 million of intercompany receivables due from non-guarantor subsidiaries as of September 28, 2019.respectively.

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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) $6.2$3.8 billion term loans and (ii) a $850 million 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 LIBOR.  The applicable margin for LIBOR rate borrowings under the revolving credit facility ranges from 1.25% to 1.50%, and the margin for term loans is 2.00%1.75% per annum. As of period end, the LIBOR rate of approximately 0.18%0.12% was applicable to the term loans. A 0.25% change in LIBOR would increase our annual interest expense by $8$2 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. At period end, 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 1.398%, with an expiration in June 2026, (ii) a $1 billion interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.835% with an expiration in June 2026, (iii) a $400 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.916% with an expiration in June 2026, (iv) a $884 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.857%, with an expiration in June 2024, and (v) a $473 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 2.050%, with an expiration in June 2024.

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 $20an $18 million unfavorable impact on our Net income for the threetwo quarterly periods ended June 27, 2020.April 3, 2021.

The Company is party to certain cross-currency swaps to hedge a portion of our foreign currency risk. The swap agreements mature May 2022 (€250 million), 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 June 27, 2020,April 3, 2021, 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.

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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 "disclosurecompany’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'sCompany’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 controls.

The impact of travel and safety restriction related to the COVID-19 pandemic has negatively impacted various integration activities including the ongoing process of implementing standardized internal control procedures over financial reporting within the recently acquired RPC business. We will continue to evaluate the potential impacts and closely monitor developments as they arise and will continue to respond accordingly.reporting.

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

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Part II.  Other Information

Item 1.  Legal Proceedings

There have been no material changes in legal proceedings from the items disclosed in our 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 filed with the Securities and Exchange Commission, and our Quarterly Report on Form 10-Q for the quarter ended March 28, 2020, including those under the heading "Risk Factors" and other information contained in this Quarterly Report.“Risk Factors”.  Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.

The ongoing COVID-19 pandemic could continue to have an adverse impact on our business, financial condition, liquidity, and resultsAdditionally, we caution readers that the list of operations, which may be material.

The ongoing COVID-19 pandemic has impacted demand for some of our products and we may not be successful risk factors discussed in allocating resources to address rapidly shifting demand among our product lines. Additionally, the impact of travel and safety restrictions related to the COVID-19 pandemic has had and is expected to continue to have an adverse effect on certain integration activities, including the ongoing process of implementing standardized internal control procedures within the recently acquired RPC business. The extent to which the ongoing COVID-19 pandemic adversely impacts our business, financial condition, liquidity and results of operations will depend on future developments that are highly uncertain and cannot be predicted, including, but not limited to, the duration of the pandemic, the severity of the COVID-19 virus, potential actions taken by various governmental authorities in response to the pandemic, and the timing of recovery of the global economy. As a result, we cannot at this time predict the overall impact of the COVID-19 pandemic, but it could have a material adverse impact on our business, financial condition, liquidity, and results of operations. To the extent the COVID-19 pandemic adversely affects our business, financial condition, liquidity, or results of operations, it may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our most recent Form 10-K.

Forward-looking Statements and Other Factors Affecting Future Results.

All forward-looking information and subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

●risks associated with our substantial indebtedness and debt service;
●changes in prices and availability of resin and other raw materials and our ability to pass on changes in raw material prices to our customers on a timely basis;
●risks related to acquisitions or divestitures and integration of acquired businesses and their operations, and realization of anticipated cost savings and synergies;
●risk related to international business, including as a result of the RPC transaction, including foreign currency exchange rate risk and the risks of compliance with applicable export controls, sanctions, anti-corruption laws and regulations;
●uncertainty regarding the United Kingdom’s withdrawal from the European Union and the outcome of future arrangements between the United Kingdom and the European Union;
●reliance on unpatented proprietary know-how and trade secrets;
●the phase-out of the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with a different reference rate or modification of the method used to calculate LIBOR, which may adversely affect interest rates;
●increases in the cost of compliance with laws and regulations, including environmental, safety, anti-plastic legislation, production and product laws and regulations;
●employee shutdowns or strikes or the failure to renew effective bargaining agreements;
●risks related to disruptions in the overall economy and the financial markets that may adversely impact our business, including as a result of the COVID-19 pandemic;
●risk of catastrophic loss of one of our key manufacturing facilities, natural disasters, and other unplanned business interruptions;
●risks related to the failure of, inadequacy of, or cybersecurity attacks on our information technology systems and infrastructure;
●risks related to market acceptance of our developing technologies and products;
●general business and economic conditions, particularly an economic downturn;
●risks that our restructuring programs may entail greater implementation costs or result in lower cost savings than anticipated;

26
●ability of our insurance to fully cover potential exposures;
●risks related to future write-offs of our substantial goodwill;
●risks of competition, including foreign competition, in our existing and future markets;
●new legislation or new regulations and the Company's corresponding interpretations of either may affect our business and consolidated financial condition and results of operations; and
●the other factors discussed in our most recent Form 10-K and in this Form 10-Q in the section titled "Risk Factors."

We caution readers that the foregoing list of important factors 10-K 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 Form 10-Qreport may not in fact occur.  Accordingly, investorsreaders should not place undue reliance on those statements. 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.

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

Issuer Repurchases of Equity Securities

During the quarter, the Company did not repurchase any shares. As of June 27, 2020,April 3, 2021, $393 million of authorized shares remained available to purchase under the program.

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Item 6.  Exhibits

Exhibit No. Description of Exhibit
3.1
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Berry Global Group, Inc., dated February 24, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 25, 2021).
3.2
Amended and Restated Bylaws of Berry Global Group, Inc., as amended and restated effective as of February 24, 2021 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 25, 2021).
4.1
Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank National Association, as Trustee and Collateral Agent, relating to the 0.95% First Priority Senior Secured Notes due 2024, dated January 15, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 15, 2021).
4.2
Registration Rights Agreement, by and between Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global, Inc. identified therein, and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 0.95% First Priority Senior Secured Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 15, 2021).
4.3
First Supplemental Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank National Association, as Trustee and Collateral Agent, relating to the 1.57% First Priority Senior Secured Notes due 2026, dated March 4, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 5, 2021).
4.4
Registration Rights Agreement, dated March 4, 2021, by and between Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global, Inc. identified therein, and Citigroup Global Markets Inc. Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 1.57% First Priority Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 5, 2021).
10.1
Amended and Restated Berry Global Group, Inc. 2015 Long-Term Incentive Plan, effective February 24, 2021(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2021).
22*
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

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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. 
    
July 31, 2020May 4, 2021By:/s/ Mark W. Miles 
  Mark W. Miles 
  Chief Financial Officer 

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