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

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 forFor the quarterly period ended December 30, 2017April 2, 2022

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 Securities Exchange Act of 1934 (the "Exchange Act"):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: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) havehas been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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-Accelerated Filer ☐
Smaller Reporting Company ☐
Emerging Growth Company ☐
Large accelerated filer         Accelerated filer       Non-accelerated filer  Smaller reporting company      Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12b-213(a) of the Exchange Act.  Yes   ☐   No   ☐


Indicate by check mark whether the registrant is a shell company as(as defined in Rule 12b-2 of the Exchange Act.  Act). Yes  ☐ No  ☒
Yes     No  
ClassOutstanding at February 7, 2018
Common Stock, $.01 par value per share131.2 million shares
1There were 130.3 million shares of common stock outstanding at May 5, 2022.


CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Information included or incorporated by reference in Berry Global Group, Inc.’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and press releases or other public statements contains or may contain forward-looking statements.  This Form 10-Qreport includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 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," "outlook," "anticipates"“believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “project,” “outlook,” “anticipates” or "looking forward"“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 hereof, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of this Form 10-Q. 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 December 30, 2017April 2, 2022

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’ Equity
6
Consolidated Statements of Cash Flows
67
  
Notes to Consolidated Financial Statements
7
8
 Item 2.
Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
18
15
 Item 3.
Quantitative and Qualitative Disclosures about Market Risk
23
22
 Item 4.
Controls and Procedures
24
23
Part II.Other Information 
 Item 1.
Legal ProceedingProceedings
25
24
 Item 1A.
Risk Factors
24
Item 2.
25Unregistered Sales of Equity Securities and Use of Proceeds
24
 Item 6.
Exhibits
26
25
 
Signature
27
26


3
Index

Part I. Financial Information

Item 1.Financial Statements
Berry Global Group, Inc.
Consolidated StatementStatements of Income
(Unaudited)
(in millions of dollars, except per share amounts)

 Quarterly Period Ended  Quarterly Period Ended  Two Quarterly Periods Ended 
 December 30, 2017  December 31, 2016  April 2, 2022  April 3, 2021  April 2, 2022  April 3, 2021 
Net sales  $1,776  $1,502  $3,775  $3,370  $7,348  $6,506 
Costs and expenses:                        
Cost of goods sold   1,447   1,206   3,154   2,706   6,192   5,224 
Selling, general and administrative   117   113   207   220   442   461 
Amortization of intangibles   38   33   65   73   133   147 
Restructuring and impairment charges  11   4 
Restructuring and transaction activities  8   38   11   37 
Operating income   163   146   341   333   570   637 
Other expense (income), net   9   (1)
Interest expense, net   62   68 
Other expense  6   6   6   31 
Interest expense  71   84   142   181 
Income before income taxes   92   79   264   243   422   425 
Income tax expense (benefit)  (71)  28 
Income tax expense  59   62   96   114 
Net income  $163  $51  $205  $181  $326  $311 
                        
Net income per share:                        
Basic  $1.24  $0.42  $1.53  $1.35  $2.42  $2.32 
Diluted   1.20   0.40   1.50   1.32   2.36   2.28 
Outstanding weighted-average shares:        
Basic   131.0   122.0 
Diluted   136.0   127.8 






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

  Quarterly Period Ended 
  December 30, 2017  December 31, 2016 
Net income  $163  $51 
Currency translation   (24)  (45)
Pension and other postretirement benefits  (1)  — 
Interest rate hedges   17   17 
Provision for income taxes  (4)  (6)
Other comprehensive loss, net of tax  (12)  (34)
Comprehensive income  $151  $17 
  Quarterly Period Ended  Two Quarterly Periods Ended 
  April 2, 2022  April 3, 2021  April 2, 2022  April 3, 2021 
Net income $205  $181  $326  $311 
Other comprehensive income, net of tax:                
Currency translation  37   (73)  15   105 
Derivative instruments  71   54   100   71 
Other comprehensive income (loss)  108   (19)  115   176 
Comprehensive income $313  $162  $441  $487 

See notes to consolidated financial statements.


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

 April 2, 2022  October 2, 2021 
 December 30, 2017  September 30, 2017  (Unaudited)    
Assets (Unaudited)          
      
Current assets:            
Cash and cash equivalents  $228  $306  $622  $1,091 
Accounts receivable (less allowance of $13)  780   847 
Inventories:        
Accounts receivable  1,996   1,879 
Finished goods   498   428   1,032   960 
Raw materials and supplies   380   334   932   947 
  878   762 
Prepaid expenses and other current assets   95   89   401   217 
Total current assets   1,981   2,004   4,983   5,094 
Property, plant, and equipment, net   2,363   2,366 
Goodwill and intangible assets, net  4,024   4,061 
Noncurrent assets:        
Property, plant and equipment  4,650   4,677 
Goodwill and intangible assets  7,183   7,434 
Right-of-use assets  536   562 
Other assets   52   45   183   115 
Total assets  $8,420  $8,476  $17,535  $17,882 
                
Liabilities        
                
Liabilities and stockholders’ equity        
Current liabilities:                
Accounts payable  $666  $638  $1,651  $2,041 
Accrued expenses and other current liabilities   454   463 
Accrued employee costs  250   336 
Other current liabilities  824   788 
Current portion of long-term debt   34   33   19   21 
Total current liabilities   1,154   1,134   2,744   3,186 
Long-term debt, less current portion   5,502   5,608 
Noncurrent liabilities:        
Long-term debt  9,627   9,439 
Deferred income taxes   276   419   569   568 
Employee benefit obligations  244   276 
Operating lease liabilities  443   466 
Other long-term liabilities   314   300   588   767 
Total liabilities   7,246   7,461   14,215   14,702 
                
Stockholders' equity        
        
Common stock (131.1 and 130.9 million shares issued, respectively)  1   1 
Stockholders’ equity:        
Common stock (130.4 and 135.5 million shares issued, respectively)  1   1 
Additional paid-in capital   831   823   1,174   1,134 
Non-controlling interest   3   3 
Retained earnings  419   256   2,326   2,341 
Accumulated other comprehensive loss   (80)  (68)  (181)  (296)
Total stockholders' equity  1,174   1,015 
Total liabilities and stockholders' equity $8,420  $8,476 
Total stockholders’ equity  3,320   3,180 
Total liabilities and stockholders’ equity $17,535  $17,882 

See notes to consolidated financial statements.


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

 
Quarterly Period Ended
 
Common
Stock
  
Additional
Paid-in Capital
  
Accumulated Other
Comprehensive Loss
  
Retained
Earnings
  Total 
Balance at January 1, 2022 $1  $1,170  $(289) $2,412  $3,294 
Net income  0   0   0   205   205 
Other comprehensive income  0   0   108   0   108 
Share-based compensation  0   7   0   0   7 
Proceeds from issuance of common stock  0   6   0   0   6 
Common stock repurchased and retired  0   (9)  0   (291)  (300)
Balance at April 2, 2022 $1  $1,174  $(181) $2,326  $3,320 
                     
Balance at January 2, 2021 $1  $1,062  $(356) $1,738  $2,445 
Net income  0   0   0   181   181 
Other comprehensive loss  0   0   (19)  0   (19)
Share-based compensation  0   7   0   0   7 
Proceeds from issuance of common stock  0   32   0   0   32 
Balance at April 3, 2021 $1  $1,101  $(375) $1,919  $2,646 

 
Two Quarterly Periods Ended
 
Common
Stock
  
Additional
Paid-in Capital
  
Accumulated Other
Comprehensive Loss
  
Retained
Earnings
  Total 
Balance at October 2, 2021 $1  $1,134  $(296) $2,341  $3,180 
Net income  0   0   0   326   326 
Other comprehensive income  0   0   115   0   115 
Share-based compensation  0   28   0   0   28 
Proceeds from issuance of common stock  0   22   0   0   22 
Common stock repurchased and retired  0   (10)  0   (341)  (351)
Balance at April 2, 2022 $1  $1,174  $(181) $2,326  $3,320 
                     
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 


See notes to consolidated financial statements.

6
Index

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

 Quarterly Period Ended  Two Quarterly Periods Ended 
 December 30, 2017  December 31, 2016  April 2, 2022  April 3, 2021 
Cash Flows from Operating Activities:            
Net income $163  $51  
$
326  $311 
Adjustments to reconcile net cash provided by operating activities:        
Adjustments to reconcile net cash from operating activities:        
Depreciation   91   87   284   280 
Amortization of intangibles   38   33   133   147 
Non-cash interest expense   3   1   8   16 
Deferred income tax   (121)  14   (43)  (28)
Stock compensation expense   4   3 
Share-based compensation expense  28   28 
Other non-cash operating activities, net   6   (1)  (14)  51 
Changes in working capital   (66)  (43)  (714)  (156)
Changes in other assets and liabilities   35   (2)  (22)  (11)
Net cash from operating activities   153   143   (14)  638 
                
Cash Flows from Investing Activities:                
Additions to property, plant and equipment   (94)  (65)
Proceeds from sale of assets   3   2 
Other investing activities, net  —   (1)
Additions to property, plant and equipment, net  (367)  (364)
Divestiture of business  3   143 
Net cash from investing activities  (91)  (64)  (364)  (221)
                
Cash Flows from Financing Activities:                
Proceeds from long-term borrowings  244   2,316 
Repayments on long-term borrowings   (108)  (10)  (9)  (2,683)
Proceeds from issuance of common stock   4   5   22   39 
Payment of tax receivable agreement   (37)  (60)
Repurchase of common stock  (351)  0 
Debt financing costs  0   (16)
Net cash from financing activities   (141)  (65)  (94)  (344)
Effect of exchange rate changes on cash   1   (6)
Net change in cash   (78)  8 
Effect of currency translation on cash  3   20 
Net change in cash and cash equivalents  (469)  93 
Cash and cash equivalents at beginning of period   306   323   1,091   750 
Cash and cash equivalents at end of period  $228  $331  $622  $843 

See notes to consolidated financial statements.



6
7
Index

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

1. Basis of Presentation

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.  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.  Certain reclassifications have been made to prior periods to conform with current reporting.  The Company’s U.S. based results for fiscal 2022 and fiscal 2021 are based on a fifty-two and fifty-three week period, respectively.  The extra week in fiscal 2021 occurred in the first quarter.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.Recently Issued Accounting Pronouncements

2.  Recent Accounting Pronouncements
Changes to GAAP are established by
Reference Rate Reform

In 2020, the FASB issued ASU 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Accounting Standards Board ("FASB") in the form of accounting standards updatesReporting (Topic 848).  This standard provides temporary optional expedients and exceptions to the FASB's Accounting Standards Codification.  During fiscal 2018, withGAAP guidance on contract modifications and hedge accounting to ease the exceptionfinancial reporting burdens of the below, there have been no developmentsexpected 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 recently adopted accounting pronouncementsend 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 those disclosed in the Company's 2017 Annual Report on Form 10-K thatsale of non-woven, flexible and rigid products to customers.  Revenue is recognized when performance obligations are considered to have a material impact on our unaudited consolidated financial statements.

Revenue Recognition
In May 2014, the Financial Accounting Standards Board (FASB) issued a final standard on revenue recognition.  Under the new standard, an entity should recognize revenue to depict the transfer of promised goods or services to customerssatisfied, in an amount that reflectsreflecting the consideration to which the entityCompany 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 consideration we expect to be entitled to in exchange for thosetransferring the promised goods or services.  For public entities,to the provisionscustomer using the most likely amount method.  Our main source of variable consideration is customer rebates.  There are no material instances where variable consideration is constrained and not recorded at the new standard are effective for annual reporting periods beginning after December 15, 2017 and interim periods therein.  An entity can apply the newinitial time of sale.  Generally, our revenue standard on a full retrospective approach to each prior reporting period presented or on a modified retrospective approach with the cumulative effect of initially applying the standardis recognized at the date of initial applicationa point in retained earnings.

The Company plans to adopt the newtime for standard which at a minimum will result in expanded revenue disclosures, using the modified retrospective approach, and is currently evaluating the impact to the consolidated financial statements which will be effective for the Company beginning in fiscal 2019.

Hedges

In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities in order to more closely align the results of hedge accounting with risk management activities through changes to the designation and measurement guidance.  The new guidance is effective for interim and annual periods beginning after December 15, 2018.  The effect of adoption should be reflected on all active hedges as of the beginning of the fiscal year of adoption.  The Company has chosen to early adopt this guidance for fiscal 2018, and the adoption of this guidance did not have a material impact on any of its active hedges.

3.Acquisitions
AEP Industries Inc.

In January 2017, the Company acquired AEP Industries Inc. ("AEP") for a purchase price of $791 million, net of cash acquired.  A portion of the purchase price consisted of issuing 6.4 million of Berry common shares which were valued at $324 millionpromised goods at the time of closing.  AEP manufacturesshipment, when title and markets an extensive and diverse linerisk of polyethylene and polyvinyl chloride flexible plastic packaging products for consumer, industrial, and agricultural applications.  The acquired business is operated in our Engineered Materials segment.  To finance the purchase, the Company entered into an incremental assumption agreement to increase the commitments under the Company's existing term loan credit agreement by $500 million due 2024.

7
The acquisition has been accounted for under the purchase method of accounting, and accordingly, the purchase price has been allocatedloss pass to the identifiable assetscustomer.  The accrual for customer rebates was $101 million and $104 million at April 2, 2022 and October 2, 2021, respectively, and is included in Other current liabilities on the Consolidated Balance Sheets.  The Company disaggregates revenue based on fair valuesreportable business segment, geography, and significant product line.  Refer to Note 10. Segment and Geographic Data for further information.


Accounts receivable are presented net of allowance for credit losses of $19 million and $21 million at the acquisition date.April 2, 2022 and October 2, 2021, respectively.  The resultsCompany records its current expected credit losses based on a variety of AEP have been included in the consolidated resultsfactors including historical loss experience and current customer financial condition.  The changes to our current expected credit losses, write-off activity, and recoveries were not material for any of the Company since the date of the acquisition.  The Company has recognized Goodwill on this transaction primarily as a result of expected cost synergies, and does not expect Goodwill to be deductible for tax purposes.  The following table summarizes the allocation of purchase price and the fair values of the assets acquired and liabilities assumed at the date of the acquisition:periods presented.

Working capital (a) $139 
Property and equipment  223 
Intangible assets  214 
Goodwill  347 
Historical AEP debt assumed  (7)
Other assets and long-term liabilities  (125)
(a) Includes a $5 million step up of inventory to fair value 


Unaudited pro forma net sales and net income were $1.8 billion and $51 million, respectively, for the quarterly period ended December 31, 2016.  The unaudited pro forma net sales and net income assume that the AEP acquisition had occurred at the beginning of the period.

Adchem Corp.

In June 2017, the Company acquired Adchem Corp.'s ("Adchem") tapes business for a purchase price of $49 million, which the Company financed using existing liquidity.  Adchem is a leader in the development of high performance adhesive tape systems for the automotive, construction, electronics, graphic arts, medical and general tape markets.  The acquired business is operated in our Engineered Materials segment.  The acquisition has been accounted for under the purchase method of accounting and accordingly, the purchase price has been allocated to the identifiable assets and liabilities based on preliminary estimates of fair value at the acquisition date.  The results of Adchem have been included in the consolidated results of the Company since the date of the acquisition.  The Company has not finalized the allocations of the purchase price to the fair value of deferred taxes (including assessment of uncertain tax positions), fixed assets, and certain working capital accounts.  The assets acquired and liabilities assumed consisted of working capital of $10 million, property and equipment of $2 million, intangible assets of $22 million, and goodwill of $15 million.  The Company has recognized Goodwill on this transaction primarily as a result of expected cost synergies, and expects Goodwill to be deductible for tax purposes.

4. Accounts Receivable Factoring Agreements

The Company has entered into various factoring agreements, both in the U.S. and at a number of foreign subsidiaries,including customer-based supply chain financing programs, to sell certain receivables to unrelated third-party financial institutions.  TheAgreements which result in true sales of the transferred receivables, which occur when receivables are transferred without recourse to the Company, accounts for these transactions in accordance with ASC 860, "Transfers and Servicing" ("ASC 860").  ASC 860 allows for the ownership transferare reflected as a reduction of accounts receivable to qualify for sale treatment when the appropriate criteria is met, which permits the Company to present the balances sold under the program to be excluded from Accounts receivable, net on the Consolidated Balance Sheets.  Receivablesconsolidated balance sheets and the proceeds are considered sold when (i) they are transferred beyondincluded in the reachcash flows from operating activities in the consolidated statements of the Company and its creditors, (ii) the purchaser has the right to pledge or exchange the receivables, and (iii) the Company has surrendered control over the transferred receivables.  In addition, the Company provides no other forms of continued financial support to the purchaser of the receivables once the receivables are sold.

There were no amounts outstanding from financial institutions related to U.S. based programs at December 30, 2017 or September 30, 2017.  Gross amounts factored under these U.S. based programs at December 30, 2017 and September 30, 2017 were $118 million and $129 million, respectively.cash flows.  The fees associated with the transfer of receivables for all programs were not material for any of the periods presented.

5. Restructuring and Impairment Charges

8
Index



4.  Disposition

During fiscal 2022, the Company reached an initial agreement to sell our roto molding business which is operated in the Consumer Packaging International segment for expected proceeds of $114 million, which is preliminary and subject to adjustment at closing.  The Company reported fiscal 2021 net sales of $146 million related to the business.  For the period ended April 2, 2022, the Company classified assets of $156 million and liabilities of $49 million as held for sale.  The assets and liabilities held for sale are recorded in Prepaid expenses and other current assets, and Other current liabilities, respectively, on the Consolidated Balance Sheets. 

5.  Restructuring and Transaction Activities

The Company incurred restructuring costs related to severance and facility exit costs of $11 million and $4 million for the quarterly periods ended December 30, 2017 and December 31, 2016, respectively.  The costs incurred in the quarter relate primarily to severance charges associated with acquisition integrations.  The tablestable below set forthincludes the significant components of the restructuring charges recognized,and transaction activities, by reporting segment:

 Quarterly Period Ended  Quarterly Period Ended  Two Quarterly Periods Ended 
 December 30, 2017  December 31, 2016  April 2, 2022  April 3, 2021  April 2, 2022  April 3, 2021 
Consumer Packaging  $1  $2 
Consumer Packaging International $5  $38  $7  $41 
Consumer Packaging North America  2   0   3   1 
Health, Hygiene & Specialties   10   2   0   0   (1)  0 
Engineered Materials   —   —   1   0   2   (5)
Consolidated  $11  $4  $8  $38  $11  $37 

8

The table below sets forth the activity with respect to the restructuring and transaction activities accrual at December 30, 2017:April 2, 2022:


  Employee Severance and Benefits  
Facility Exit
Costs
  Total 
Balance at September 30, 2017 $14  $5  $19 
Charges   10   1   11 
Cash payments   (7)  (1)  (8)
Balance at December 30, 2017 $17  $5  $22 

 Restructuring       
  
Employee Severance
and Benefits
  
Facility
Exit Costs
  
Transaction
Activities
  Total 
Balance as of October 2, 2021 $6  $5  $0  $11 
Charges  3   6   2   11 
Cash  (3)  (7)  (2)  (12)
Balance as of April 2, 2022 $6  $4  $0  $10 
6.Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities

6.  Leases

The following table sets forthCompany leases certain manufacturing facilities, warehouses, office space, manufacturing equipment, office equipment, and automobiles.

We recognize right-of-use assets and lease liabilities for leases with original lease terms greater than one year based on the totalspresent 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 Accrued expensesthe right-of-use asset and other currentlease liability based on our assessment of the probability that the options will be exercised.

Supplemental lease information is as follows:

LeasesClassification April 2, 2022  October 2, 2021 
Operating leases:       
Operating lease right-of-use assets
Right-of-use assets
 $536  $562 
Current operating lease liabilities
Other current liabilities
  110   113 
Noncurrent operating lease liabilities
Operating lease liability
  443   466 
Finance leases:         
Finance lease right-of-use assets
Property, plant, and equipment, net
 $47  $57 
Current finance lease liability
Current portion of long-term debt
  13   14 
Noncurrent finance lease liabilities
Long-term debt, less current portion
  30   38 

9
Index


     Two Quarterly Periods Ended 
Lease TypeCash Flow Classification Lease Expense Category  April 2, 2022  April 3, 2021 
OperatingOperating Lease cost  $62  $57 
FinanceOperating Interest expense   1   1 
FinanceFinancing -   9   16 
Finance- Amortization of right-of-use assets   5   7 

Right-of-use assets obtained in exchange for new operating lease liabilities onwere $9 million and $21 million for the Consolidated Balance Sheets:quarterly and two quarterly periods ended April 2, 2022, respectively.
  December 30, 2017  September 30, 2017 
Employee compensation $122  $147 
Accrued taxes  107   90 
Rebates  59   58 
Interest   34   36 
Tax receivable agreement obligation  24   35 
Restructuring  22   19 
Accrued operating expenses  86   78 
  $454  $463 

The following table sets forth the totals included in Other long-term liabilities on the Consolidated Balance Sheets:
  December 30, 2017  September 30, 2017 
Pension liability  $53  $56 
Deferred purchase price  46   46 
Lease retirement obligation  42   37 
Transition tax  36   — 
Interest rate swaps  26   27 
Sale-lease back deferred gain  23   24 
Tax receivable agreement obligation  13   34 
Other   75   76 
  $314  $300 
7.  Long-Term Debt

Long-term debt consists of the following:

 Maturity Date December 30, 2017   September 30, 2017 
Term loan February 2020 $900  $1,000 
Term loan January 2021  814   814 
Term loan October 2022  1,645   1,645 
FacilityMaturity Date April 2, 2022  October 2, 2021 
Term loanJanuary 2024  496   498 July 2026 $3,440   3,440 
Revolving line of credit May 2020  —   — May 2024  244   0 
5 1/8% Second Priority Senior Secured Notes
July 2023  700   700 
5 1/2% Second Priority Senior Secured Notes
May 2022  500   500 
6% Second Priority Senior Secured NotesOctober 2022  400   400 
0.95% First Priority Senior Secured Notes
February 2024  800   800 
1.00% First Priority Senior Secured Notes (a)
July 2025  776   810 
1.57% First Priority Senior Secured Notes
January 2026  1,525   1,525 
4.875% First Priority Senior Secured Notes
July 2026  1,250   1,250 
1.65% First Priority Senior Secured Notes
January 2027  400   400 
1.50% First Priority Senior Secured Notes (a)
July 2027  416   434 
4.50% Second Priority Senior Secured Notes
February 2026  300   300 
5.625% Second Priority Senior Secured Notes
July 2027  500   500 
Debt discounts and deferred fees    (46)  (48)   (69)  (77)
Capital leases and other Various  127   132 
Finance leases and otherVarious  64   78 
Total long-term debt    5,536   5,641    9,646   9,460 
Current portion of long-term debt    (34)  (33)   (19)  (21)
Long-term debt, less current portion  $5,502  $5,608   $9,627   9,439 
(a)Euro denominated 
9
The Company was in compliance with all covenants for all periods presented.


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.


Term Loans


8.  Financial Instruments and Fair Value Measurements
In November 2017, the Company executed an amendment to lower interest rates under certain term loans.  The term loans maturing in February 2020 and January 2021 bear interest at LIBOR plus 2.00% with no LIBOR floor.  The term loans maturing in October 2022 and January 2024 bear interest at LIBOR plus 2.25% with no LIBOR floor.
During fiscal 2018, the Company has made $108 million of repayments on long-term borrowings using existing liquidity.  As a result of the current year prepayments and modifications, the Company recorded a $1 million loss on debt extinguishment in Other expense (income), net, reflecting the write-off of deferred financing fees and debt discounts, net of amortization associated with the portion of debt that was considered extinguished.
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.  For those derivative instruments that are designated

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 qualifyJuly 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 hedging instruments, the Company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in ahedges of certain foreign operation.

To the extent hedging relationships are found to be effective, as determined by FASB guidance, changes in the fair valueoperations.  As of the derivatives are offset by changes in the fair valueApril 2, 2022, we had outstanding long-term debt of the related hedged item and recorded to Accumulated other comprehensive loss. Any identified ineffectiveness, or changes in the fair value of a derivative not€785 million that was designated as a hedge is recorded to the Consolidated Statements of Income.

Cross-Currency Swaps

In November 2017,our net investment in certain euro-denominated foreign subsidiaries.  When valuing cross-currency swaps the Company entered into certain cross-currency swap agreements with a notional amount of 250 million euro to effectively convert a portion of our fixed-rate U.S. dollar denominated term loans, including the monthly interest payments, to fixed-rate euro-denominated debt.  The swap agreements mature in May 2022.  The risk management objective is to manage foreign currency risk relating to net investments in certain European subsidiaries denominated in foreign currencies and reduce the variability in the functional currency cash flows of a portion of the Company's term loans.  Changes in fair value of the derivative instruments are recognized in a component of Accumulated other comprehensive loss, to offset the changes in the values of the net investments being hedged.utilizes Level 2 inputs (substantially observable).

10
Index


Interest Rate Swaps


The primary purpose of the Company'sCompany’s interest rate swap activities is to manage cash flowinterest expense variability associated with our outstanding variable rate term loan debt.
In February 2013,  When valuing interest rate swaps the Company entered into a $1 billion interest rate swap transaction with an effective dateutilizes Level 2 inputs (substantially observable).

As of May 2016 and expiration in May 2019.  In June 2013, the Company elected to settle this derivative instrument and received $16 million as a result of this settlement.  The offset is included in Accumulated other comprehensive loss and is being amortized to Interest expense from May 2016 through May 2019, the original term of the swap agreement.

During fiscal 2017 the Company modified various term loan rates and maturities.  In conjunction with these modifications the Company realigned existing swap agreements which resulted in the de-designation of the original hedge and re-designation of the modified swaps as effective cash flow hedges.  The amounts included in Accumulated other comprehensive loss at the date of de-designation are being amortized to Interest expense through the terms of the original swaps.
At December 30, 2017,April 2, 2022, 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 2.00%1.398%, with an effective date in May 2017 and expiration in May 2022,June 2026, (ii) a $1 billion$400 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.5190%1.916% with an effective date in March 2017 and expiration in June 2019,2026, (iii) a $1 billion$884 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 2.0987%1.857%, with an effective date in February 2017 and expiration in September 2021.June 2024, and (iv) 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.

10

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. When valuing swaps the Company utilizes Level 2 inputs (substantially observable).  Balances on a gross basis as of the current period are as follows:

Derivatives InstrumentsHedge DesignationBalance Sheet Location December 30, 2017  September 30, 2017 
Derivative InstrumentsHedge DesignationBalance Sheet Location April 2, 2022  October 2, 2021 
Cross-currency swapsDesignatedOther long-term liabilities $15  $— DesignatedOther long-term liabilities $222  $323 
Interest rate swapsDesignatedOther assets  7   1 DesignatedOther assets  45   0 
Interest rate swapsNot designatedOther assets  8   13 DesignatedOther long-term liabilities  0   82 
Interest rate swapsDesignatedOther long-term liabilities  1   15 Not designatedOther assets  26   0 
Interest rate swaps Not designatedOther long-term liabilities  10   13 Not designatedOther long-term liabilities  68   49 

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

   Quarterly Period Ended  Quarterly Period Ended  Two Quarterly Periods Ended 
Derivatives instrumentsStatement of Operations LocationDecember 30, 2017 December 31, 2016 
Derivative Instruments Statements of Income Location April 2, 2022  April 3, 2021  April 2, 2022  April 3, 2021 
Cross-currency swapsInterest expense, net $(1) $— Interest expense $(4) $(1) $(7) $(4)
Foreign currency swaps Other expense (income), net  —   1 
Interest rate swapsInterest expense, net  2   5 Interest expense  12   17   24   34 
The amortization related to unrealized losses in Accumulated other comprehensive loss is expected to be $2 million in the next 12 months.


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 20172021 assessment.  An incremental sustained earnings decline of 10-15%No impairment indicators were identified in the Health, Hygiene & Specialties - South America reporting unit, or future declines in our peer companies, market capitalizations, or total enterprise value, as well as lower valuation market multiples could impact future impairment tests.current quarter.


Included in the following table are the major categories of assets measured at fair value on a non-recurring basis as of December 30, 2017April 2, 2022 and September 30, 2017,October 2, 2021, along with the impairment loss recognized on the fair value measurement during the period:

 As of December 30, 2017  As of April 2, 2022 
 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   —   —   2,777   2,777   —   0   0   5,091   5,091   0 
Definite lived intangible assets  —   —   999   999   —   0   0   1,844   1,844   0 
Property, plant, and equipment  —   —   2,363   2,363   —   0   0   4,650   4,650   0 
Total  $—  $—  $6,387  $6,387  $—  $0  $0  $11,833  $11,833  $0 

  As of September 30, 2017 
  Level 1  Level 2  Level 3  Total  Impairment 
Indefinite-lived trademarks $—  $—  $248  $248  $— 
Goodwill   —   —   2,775   2,775   — 
Definite lived intangible assets  —   —   1,038   1,038   — 
Property, plant, and equipment  —   —   2,366   2,366   2 
Total  $—  $—  $6,427  $6,427  $2 
11
Index


  As of October 2, 2021 
  Level 1  Level 2  Level 3  Total  Impairment 
Indefinite-lived trademarks $0  $0  $248  $248  $0 
Goodwill  0   0   5,192   5,192   0 
Definite lived intangible assets  0   0   1,994   1,994   0 
Property, plant, and equipment  0   0   4,677   4,677   1 
Total $0  $0  $12,111  $12,111  $1 

The Company'sCompany’s financial instruments consist primarily of cash and cash equivalents, long-term debt, interest rate and cross-currency swap agreements, and capitalfinance lease obligations.  The fairbook value of our marketable long-term indebtedness exceeded bookfair value by $61$212 million as of December 30, 2017.April 2, 2022.  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). 


119.  Income Taxes
9. Income Taxes

In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates.  As the Company has a September fiscal year-end, the lower corporate income tax rate will be phased in during fiscal 2018 and will be 21% in subsequent years.  Partially offsetting the lower corporate income tax, the Tax Act also eliminates certain domestic deductions that were previously included in our estimated annual tax rate.  The estimated impact of the corporate income tax net reduction along with the transitional taxes, discussed below, were recordedcomparison to the Consolidated Statements of Income instatutory rate, the quarter.

As part of the transition to the newhigher effective tax system, the Tax Act (i) imposes a one-time repatriation tax on deemed repatriation of historical earnings of foreign subsidiaries and (ii) requires the Company revalue our U.S. net deferred tax liability position to the lower federal base rate of 21%.  These transitional impacts resulted in a provisional transition benefit of $95 million for the quarter comprised of an estimated repatriation tax charge of $44 million (comprised of the U.S. repatriationwas negatively impacted by state taxes and foreign withholding taxes) and an estimated net deferred tax revaluation benefit of $139 million.  After exclusion of this benefit, the effective tax rate was 26% for the Quarter and was positively impacted by 3% from the share-based compensation excess tax benefit deduction and a 2% benefit from the domestic manufacturing deduction.  These favorable items wereglobal intangible low-taxed income provisions, partially offset by increases of 3% from U.S. state income taxes, 2% from foreign valuation allowance, 1% from higher tax rates in foreign jurisdictions, and other discrete items.


10.  Segment and Geographic Data

The changes included in the Tax Act are broad and complex.  The final transition impacts of the Tax Act may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the transition impacts.  The Securities and Exchange Commission has issued guidance that would allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts.  We currently anticipate finalizing and recording any resulting adjustments by the end of fiscal 2018.

10. Operating Segments
The Company'sCompany’s operations are organized into three operating4 reporting segments: Engineered Materials,Consumer Packaging International, Consumer Packaging North America, Health, Hygiene & Specialties, and Consumer Packaging.Engineered Materials.  The structure is designed to align us with our customers, provide optimal service, and drive future growth, in a cost efficient manner.  and to facilitate synergies realization.

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


 Quarterly Period Ended  Quarterly Period Ended  Two Quarterly Periods Ended 
 December 30, 2017  December 31, 2016  April 2, 2022  April 3, 2021  April 2, 2022  April 3, 2021 
Net sales:                  
Consumer Packaging International $1,139  $1,060  $2,195  $2,048 
Consumer Packaging North America  880   731   1,732   1,417 
Health, Hygiene & Specialties  822   781   1,640   1,521 
Engineered Materials  $648  $383   934   798   1,781   1,520 
Health, Hygiene & Specialties   577   570 
Consumer Packaging   551   549 
Total net sales  $1,776  $1,502  $3,775  $3,370  $7,348  $6,506 
Operating income:                        
Consumer Packaging International $97  $59  $166  $135 
Consumer Packaging North America  85   77   131   136 
Health, Hygiene & Specialties  69   114   131   210 
Engineered Materials  $88  $53   90   83   142   156 
Health, Hygiene & Specialties   37   59 
Consumer Packaging   38   34 
Total operating income $163  $146  $341  $333  $570  $637 
Depreciation and amortization:                        
Consumer Packaging International $82  $87  $164  $171 
Consumer Packaging North America  53   54   107   110 
Health, Hygiene & Specialties  44   42   89   87 
Engineered Materials  $29  $17   27   29   57   59 
Health, Hygiene & Specialties   46   44 
Consumer Packaging   54   59 
Total depreciation and amortization $129  $120  $206  $212  $417  $427 


  December 30, 2017  September 30, 2017 
Total assets:      
Engineered Materials $1,753  $1,803 
Health, Hygiene & Specialties   3,475   3,496 
Consumer Packaging   3,192   3,177 
Total assets  $8,420  $8,476 
12
Index


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

 Quarterly Period Ended 
 December 30, 2017 December 31, 2016 
Net sales:    
North America $1,466  $1,204 
South America  74   80 
Europe  170   149 
Asia  66   69 
Total net sales $1,776  $1,502 
         
 December 30, 2017 September 30, 2017 
Long-lived assets:        
North America $5,313  $5,350 
South America  358   371 
Europe  470   467 
Asia  298   284 
Total long-lived assets: $6,439  $6,472 

 Quarterly Period Ended  Two Quarterly Periods Ended 
  April 2, 2022  April 3, 2021  April 2, 2022  April 3, 2021 
Net sales:            
United States and Canada $1,996  $1,728  $3,948  $3,405 
Europe  1,399   1,257   2,616   2,350 
Rest of world  380   385   784   751 
Total net sales $3,775  $3,370  $7,348  $6,506 
Selected information by product line is presented in the following tables:

  Quarterly Period Ended 
  December 30, 2017  December 31, 2016 
Net sales:      
Performance Materials  45   73 
Engineered Products  55   27 
Engineered Materials  100%  100%
         
Health  19   20 
Hygiene  44   46 
Specialties  37   34 
Health, Hygiene & Specialties  100%  100%
         
Rigid Open Top  43   42 
Rigid Closed Top  57   58 
Consumer Packaging  100%  100%

11.  Contingencies and Commitments
Goodwill  

The changes in the carrying amount of goodwill by reportable segment are as follows: 
  Engineered Materials  
Health, Hygiene
& Specialties
  Consumer Packaging  Total 
Balance as of September 30, 2017 $545  $819  $1,411  $2,775 
Acquisitions, net  4   —   —   4 
Foreign currency translation adjustment  —   (2)  —   (2)
Balance as of December 30, 2017 $549  $817  $1,411  $2,777 


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, management believeswe believe that any ultimate liability would not be material to itsour financial statements.

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

1312.  Share Repurchase Program

During the quarterly period ended April 2, 2022, the Company repurchased and retired 5,029 thousand shares for $300 million.  For the two quarterly periods ended April 2, 2022, the Company repurchased and retired 5,756 thousand shares for $351 million.  Authorized share repurchases of $700 million remain available to the Company. 

12. Basic and Diluted Net Income Per Share

13.  Basic and Diluted Earnings Per Share

Basic net income or earnings per share ("EPS") is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents.   Diluted net income per share is calculated by dividingEPS includes the net income attributable to common stockholders by the weighted-average numbereffects of common share equivalents outstanding for the period determined using the treasury-stock methodoptions and the if-converted method.  For purposes of this calculation,restricted 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 isunits, if dilutive.  There were no shares excluded from the calculations as the effect of their conversion into shares of our common stock would be antidilutive.

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

 Quarterly Period Ended  Quarterly Period Ended  Two Quarterly Periods Ended 
(in millions, except per share amounts) December 30, 2017  December 31, 2016  April 2, 2022  April 3, 2021  April 2, 2022  April 3, 2021 
Numerator                  
Consolidated net income $163  $51  $205  $181  $326  $311 
Denominator                        
Weighted average common shares outstanding - basic  131.0   122.0   133.8   134.3   134.6   133.9 
Dilutive shares  5.0   5.8   3.1   2.5   3.4   2.7 
Weighted average common and common equivalent shares outstanding - diluted  136.0   127.8   136.9   136.8   138.0   136.6 
                        
Per common share income        
Per common share earnings                
Basic $1.24  $0.42  $1.53  $1.35  $2.42  $2.32 
Diluted $1.20  $0.40  $1.50  $1.32  $2.36  $2.28 


13. 1.2 million and 1.3 million shares, respectively, were excluded from the diluted EPS calculation for the quarterly and two quarterly periods ended April 2, 2022 as their effect would be anti-dilutive.  For the two quarterly periods ended April 3, 2021, 3.2 million shares were excluded. 

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Index


14.  Accumulated Other Comprehensive Loss

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

  Currency Translation  Defined Benefit Pension and Retiree Health Benefit Plans  Interest Rate Swaps  
Accumulated Other
Comprehensive
Loss
 
Balance at September 30, 2017  $(48) $(16) $(4) $(68)
Other comprehensive income (loss) before reclassifications   (24)  (1)  14   (11)
Net amount reclassified from accumulated other comprehensive income (loss)    —   —   3   3 
Provision for income taxes  —   —   (4)  (4)
Balance at December 30, 2017 $(72) $(17) $9  $(80)
Quarterly Period Ended 
Currency
Translation
  
Defined Benefit
Pension and Retiree
Health Benefit Plans
  
Derivative
Instruments
  
Accumulated Other
Comprehensive Loss
 
Balance at January 1, 2022 $(176) $(67) $(46) $(289)
Other comprehensive income before reclassifications  37   0   69   106 
Net amount reclassified  0   0   2   2 
Balance at April 2, 2022 $(139) $(67) $25  $(181)


  Currency Translation  Defined Benefit Pension and Retiree Health Benefit Plans  Interest Rate Swaps  
Accumulated Other
Comprehensive
Loss
 
Balance at October 1, 2016 $(82) $(44) $(22) $(148)
Other comprehensive income (loss) before reclassifications   (45)  —   12   (33)
Net amount reclassified from accumulated other comprehensive income (loss)    —   —   5   5 
Provision for income taxes  —   —   (6)  (6)
Balance at December 31, 2016 $(127) $(44) $(11) $(182)
  
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  0   0   2   2 
Balance at April 3, 2021 $(173) $(116) $(86) $(375)

Two Quarterly Periods Ended 
Currency
Translation
  
Defined Benefit
Pension and Retiree
Health Benefit Plans
  
Derivative
Instruments
  
Accumulated Other
Comprehensive Loss
 
Balance at October 2, 2021 $(154) $(67) $(75) $(296)
Other comprehensive income before reclassifications  15   0   95   110 
Net amount reclassified  0   0   5   5 
Balance at April 2, 2022 $(139) $(67) $25  $(181)

  
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  0   0   4   4 
Balance at April 3, 2021 $(173) $(116) $(86) $(375)


14
Index
14. Guarantor and Non-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 Note, "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.  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 condensed consolidating financial information for the Parent, Issuer, guarantor subsidiaries and non-guarantor subsidiaries.  The Issuer and guarantor financial information includes all of our domestic operating subsidiaries; our non-guarantor subsidiaries include our foreign subsidiaries, certain immaterial domestic subsidiaries and the unrestricted subsidiaries under the Issuer's indentures.  The Parent uses the equity method to account for its ownership in the Issuer in the Condensed Consolidating Supplemental Financial Statements.  The Issuer uses the equity method to account for its ownership in the guarantor and non-guarantor subsidiaries.  All consolidating entries are included in the eliminations column along with the elimination of intercompany balances.

Condensed Supplemental Consolidated Balance Sheet

  December 30, 2017 
  Parent  Issuer  
Guarantor
Subsidiaries
  
Non—
Guarantor
Subsidiaries
  Eliminations  Total 
Current assets  —   126   1,127   728   —   1,981 
Intercompany receivable  334   2,286   —   —   (2,620)  — 
Property, plant, and equipment, net  —   73   1,564   726   —   2,363 
Other assets  1,152   5,401   4,555   528   (7,560)  4,076 
Total assets $1,486  $7,886  $7,246  $1,982  $(10,180) $8,420 
                         
Current liabilities  24   279   560   291   —   1,154 
Intercompany payable  —   —   2,571   49   (2,620)  — 
Other long-term liabilities  288   5,649   90   65   —   6,092 
Stockholders' equity  1,174   1,958   4,025   1,577   (7,560)  1,174 
Total liabilities and stockholders' equity $1,486  $7,886  $7,246  $1,982  $(10,180) $8,420 

  September 30, 2017 
  Parent  Issuer  
Guarantor
Subsidiaries
  
Non—
Guarantor
Subsidiaries
  Eliminations  Total 
Current assets  —   116   1,113   775   —   2,004 
Intercompany receivable  512   2,217   —   —   (2,729)  — 
Property, plant and equipment, net  —   80   1,564   722   —   2,366 
 Other assets  992   5,335   4,583   533   (7,337)  4,106 
 Total assets $1,504  $7,748  $7,260  $2,030  $(10,066) $8,476 
                         
Current liabilities  36   243   537   318   —   1,134 
Intercompany payable  —   —   2,667   62   (2,729)  — 
Other long-term liabilities  453   5,707   99   68   —   6,327 
Stockholders' equity  1,015   1,798   3,957   1,582   (7,337)  1,015 
Total liabilities and stockholders' equity $1,504  $7,748  $7,260  $2,030  $(10,066) $8,476 
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Condensed Supplemental Consolidated Statements of Operations

  Quarterly Period Ended December 30, 2017 
  Parent  Issuer  
Guarantor
Subsidiaries
  
Non-
Guarantor
Subsidiaries
  Eliminations  Total 
Net sales $—  $138  $1,225  $413  $—  $1,776 
Cost of goods sold  —   106   989   352   —   1,447 
Selling, general and administrative  —   12   80   25   —   117 
Amortization of intangibles  —   —   31   7   —   38 
Restructuring and impairment charges  —   —   7   4   —   11 
Operating income  —   20   118   25   —   163 
Other expense (income), net  —   5   7   (3)  —   9 
Interest expense, net  —   5   43   14   —   62 
Equity in net income of subsidiaries  (92)  (72)  —   —   164   — 
Income before income taxes  92   82   68   14   (164)  92 
Income tax expense  (71)  (81)  —   10   71   (71)
Consolidated net income $163  $163  $68  $4  $(235) $163 
Comprehensive net income $163  $160  $68  $(5) $(235) $151 
                         
Consolidating Statement of Cash Flows                        
Cash Flow from Operating Activities $—  $35  $139  $(21) $—  $153 
Cash Flow from Investing Activities                        
Additions to  property, plant, and equipment  —   (3)  (61)  (30)  —   (94)
Proceeds from sale of assets  —   —   —   3   —   3 
(Contributions) distributions to/from subsidiaries  (4)  4   —   —   —   — 
Intercompany advances (repayments)  —   69   —   —   (69)  — 
Net cash from investing activities  (4)  70   (61)  (27)  (69)  (91)
                         
Cash Flow from Financing Activities                        
Repayments on long-term borrowings  —   (106)  (2)  —   —   (108)
Proceeds from issuance of common stock  4   —   —   —   —   4 
Payment of tax receivable agreement  (37)  —   —   —   —   (37)
Changes in intercompany balances  37   —   (86)  (20)  69   — 
Net cash from financing activities  4   (106)  (88)  (20)  69   (141)
                         
Effect of exchange rate changes on cash  —   —   —   1   —   1 
                         
Net change in cash  —   (1)  (10)  (67)  —   (78)
Cash and cash equivalents at beginning of period  —   18   12   276   —   306 
Cash and cash equivalents at end of period $—  $17  $2  $209  $—  $228 

  Quarterly Period Ended December 31, 2016 
  Parent  Issuer  
Guarantor
Subsidiaries
  
Non—
Guarantor
Subsidiaries
  Eliminations  Total 
Net sales $—  $143  $979  $380  $—  $1,502 
Cost of goods sold  —   116   789   301   —   1,206 
Selling, general and administrative  —   42   75   (4)  —   113 
Amortization of intangibles  —   2   25   6   —   33 
Restructuring and impairment charges  —   —   4   —   —   4 
Operating income (loss)  —   (17)  86   77   —   146 
Other income, net  —   4   —   (5)  —   (1)
Interest expense, net  —   6   45   17   —   68 
Equity in net income of subsidiaries  (79)  (92)  —   —   171   — 
Income before income taxes  79   65   41   65   (171)  79 
Income tax expense  28   14   —   14   (28)  28 
Consolidated net income $51  $51  $41  $51  $(143) $51 
Comprehensive net income $51  $62  $41  $6  $(143) $17 
16
                         
Consolidating Statement of Cash Flows                        
Cash Flow from Operating Activities $—  $(19) $120  $42  $—  $143 
Cash Flow from Investing Activities                        
Additions to property, plant, and equipment  —   (2)  (50)  (13)  —   (65)
Proceeds from sale of assets  —   1   1   —   —   2 
(Contributions) distributions to/from subsidiaries  (5)  5   —   —   —   — 
Intercompany advances (repayments)  —   39   —   —   (39)  — 
Other investing activities, net  —   (1)  —   —   —   (1)
Net cash from investing activities  (5)  42   (49)  (13)  (39)  (64)
                         
Cash Flow from Financing Activities                        
Repayments on long-term borrowings  —   (9)  (1)  —   —   (10)
Proceeds from issuance of common stock  5   —   —   —   —   5 
Payment of tax receivable agreement  (60)  —   —   —   —   (60)
Changes in intercompany balances  60   —   (67)  (32)  39   — 
Net cash from financing activities  5   (9)  (68)  (32)  39   (65)
                         
Effect of exchange rate changes on cash  —   —   —   (6)  —   (6)
                         
Net change in cash  —   14   3   (9)  —   8 
Cash and cash equivalents at beginning of period  —   102   5   216   —   323 
Cash and cash equivalents at end of period $—  $116  $8  $207  $—  $331 

15. Subsequent Events

In January 2018, the Company issued $500 million aggregate principal amount of 4.50% second priority senior secured notes due 2026 (the "Notes") through a private placement offering.  The net proceeds from the Notes were used to fund the acquisition of Clopay Plastic Products Company, Inc. ("Clopay").

In February 2018, the Company acquired Clopay for a purchase price of $475 million, which is preliminary and subject to adjustment.  Clopay manufactures printed breathable films and is an innovator in the development of elastic films and laminates with product offerings uniquely designed for applications used in a number of markets including: hygiene, healthcare, construction and industrial protective apparel.  Clopay will be operated within the Health, Hygiene and Specialties segment.
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Item 2.Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
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" and other risk factors identified from time to time in our 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 2017 and fiscal 2018 are fifty-two week periods.

Executive Summary

Business.  The Company'sCompany’s operations are organized into threefour operating segments: Engineered Materials,Consumer Packaging International, Consumer Packaging North America, Health, Hygiene & Specialties, and Consumer Packaging.Engineered Materials.  The structure is designed to align us with our customers, provide optimalimproved service, and drive future growth, in a cost efficient manner.and to facilitate synergies realization.  The Engineered MaterialsConsumer Packaging International segment primarily consists of tapescontainers, closures and adhesives, polyethylene based film products, can liners, printed films,dispensing systems, pharmaceutical devices and specialty coated,packaging, bottles and laminated products.canisters, and technical components.  The Consumer Packaging North America segment primarily consists of containers and pails, foodservice, closures, overcaps, bottles, prescription vials, and tubes.  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 Consumer PackagingEngineered Materials segment primarily consists of containers, foodservice items, closures, overcaps, bottles, prescription containers,stretch and tubes.shrink films, converter films, institutional can liners, food and consumer films, retail bags, and agriculture films.


Acquisitions.  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 measure the synergy realization based on the overall segment profitability post integration.

AEP Industries Inc.
In January 2017, the Company acquired AEP Industries Inc. ("AEP") for a purchase price of $791 million, net of cash acquired.  A portion of the purchase price consisted of issuing 6.4 million of Berry common shares which were valued at $324 million at the time of closing.  AEP manufactures and markets an extensive and diverse line of polyethylene and polyvinyl chloride flexible plastic packaging products with consumer, industrial, and agricultural applications.  The acquired business is operated in our Engineered Materials segment.  To finance the purchase, the Company entered into an incremental assumption agreement to increase the commitments under the Company's existing term loan credit agreement by $500 million due 2024.  The Company expects annual cost synergies of approximately $80 million from the AEP transaction with full realization expected in fiscal 2018.

Adchem Corp.

In June 2017, the Company acquired Adchem Corp.'s ("Adchem") tapes business for a purchase price of $49 million.  Adchem is a leader in the development of high performance adhesive tape systems for the automotive, construction, electronics, graphic arts, medical and general tape markets.  The acquired business is operated in our Engineered Materials segment.  To finance the purchase, the Company used existing liquidity.   

Clopay Plastic Products Company, Inc.
In February 2018, the Company acquired Clopay for a purchase price of $475 million, which is preliminary and subject to adjustment.  Clopay manufactures printed breathable films and is an innovator in the development of elastic films and laminates with product offerings uniquely designed for applications used in a number of markets including: hygiene, healthcare, construction and industrial protective apparel.  Clopay will be operated within the Health, Hygiene and Specialties segment.  The Company expects to realize annual cost synergies of approximately $20 million from the completion of the Clopay transaction.  To finance the purchase, the Company used the proceeds from the $500 million Notes (see footnote 15).

Raw Material Trends. Our primary raw material is plastic resin consisting primarilypolymer resin.  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.  While temporary industry-wide shortages of polypropyleneraw materials have occurred, we have historically been able to manage the supply chain disruption by working closely with our suppliers and polyethylene. Plastic resins are subjectcustomers.  Supply shortages can lead to increased raw material price fluctuations, including those arising from supply shortages and changesvolatility, which we have experienced in recent quarters.  Increases in the pricesprice of natural gas, crude oilraw materials are generally able to be passed on to customers through contractual price mechanisms over time and other petrochemical intermediates from which resins are produced. The three month simple average price per pound, as published by U.S. market indexes, was as follows:means.  We expect supply chain challenges to continue throughout fiscal 2022 and will continue to work closely with our suppliers and customers in an effort to minimize any impact.

18
  Polyethylene Butene Film  Polypropylene 
  2018  2017  2016  2018  2017  2016 
1st quarter $.87  $.75  $.69  $.84  $.69  $.70 
2nd quarter  —   .77   .66   —   .80   .75 
3rd quarter  —   .79   .73   —   .74   .71 
4th quarter  —   .81   .75   —   .75   .71 
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 in passing through raw material cost changes could affect our results as plastic resin costs fluctuate. 
Outlook.The Company is impactedaffected by general economic and industrial growth, plastic resinraw material availability, and affordability,cost inflation, supply chain disruptions, and general industrial production.  The COVID-19 pandemic has resulted in both advantaged and disadvantaged products within all segments.  During fiscal 2022, we anticipate a headwind as the advantaged products, particularly in our Health, Hygiene & Specialties segment, related to the COVID-19 pandemic moderate while recovery of disadvantaged products lags with the ultimate impact being affected by both the duration certain products remain advantaged and timing of when disadvantaged products normalize.  Our business has both geographic and end-marketend 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.  We believe there are long term growth opportunities withinthat by providing advantaged products in targeted markets, our underlying long-term demand fundamental in all divisions will remain strong as we focus on delivering protective solutions that enhance consumer safety and execute on the health, pharmaceuticals, personal care and food packaging markets existing in developing countries, where expected per capita consumption increases should result in organic market growth.  In addition, while we continueCompany’s mission statement of “Always Advancing to believe that long term dynamics of the resin markets will be an advantage to Berry, the short term challenges to regional transportation systems and higher raw material prices in part as a result of resin supply disruptions, as well as macroeconomic pressures in South America could create short-term headwinds for early fiscal 2018.Protect What’s Important.”  For fiscal 2018, including the impact from the recent Clopay transaction,2022, we project cash flow from operations between $1.75 billion and adjusted$1.65 billion, which assumes the benefit from the lag in recovery of inflation, improved supply chains, and free cash flow of $1,007 millionbetween $1 billion and $630 million, respectively.  Our$900 million.  Projected fiscal 2018 projections assume negative $40 million in working capital due to the recent raw material inflation, $3402022 free cash flow assumes $750 million of capital spending and cash interest costs of $250 million.  Within our adjusted free cash flow guidance,spending.  In addition, we are also assuming cash taxes to be $160repurchased 5,756 thousand shares for $351 million including the $37 million payment made in the first quarter underhalf of the Company's tax receivable agreementfiscal year and an estimated $50 millionexpect to continue repurchases in the second half of cash tax savings related to the Tax Cuts and Jobs Act ( the "Tax Act"), along with other cash uses of $50 million related to items such as acquisition integration expenses and costs to achieve synergies.fiscal year if current valuations persist.  For the definitioncalculation of Adjusted free cash flow and further information related to Adjusted free cash flow as a non-GAAP financial measure, see "Liquidity“Liquidity and Capital Resources."”

15
Index


Results of Operations

Comparison of the Quarterly Period Ended December 30, 2017April 2, 2022 (the "Quarter"“Quarter”) and the Quarterly Period Ended December 31, 2016April 3, 2021 (the "Prior Quarter"“Prior Quarter”)

Acquisition (businesses acquired in the last twelve months) 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, acquisitiondivestiture 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 $1,776  $1,502  $274   18% $3,775  $3,370  $405   12%
Cost of goods sold  3,154   2,706   448   17%
Other operating expenses  280   331   (51)  (15)%
Operating income $163  $146  $17   12% $341  $333  $8   2%
Operating income percentage of net sales  9%  10%        

Net Sales:  The net sales increase of $274 million from Prior Quartergrowth is primarily attributed to acquisition net salesincreased selling prices of $267$576 million an $18 million favorable impact from currency translation, and increases in selling prices due to the pass through of higher resin prices.  Theseinflation.  This increase arewas partially offset by an organic volume decline of 2%, a 1% base volume decline.

The operating income increase of $17$64 million unfavorable impact from foreign currency changes, extra shipping days in the Prior Quarter of $19 million, and Prior Quarter divestiture sales of $14 million.  The volume decline is primarily attributed to acquisitionsupply chain disruptions and the moderation of advantaged products related to the COVID-19 pandemic.

Cost of goods sold:  The cost of goods sold increase is attributed to inflation, partially offset by the volume decline, a decrease from foreign currency changes, extra shipping days in the Prior Quarter, and Prior Quarter divestiture cost of goods sold of $12 million.

Other operating expenses:  The other operating expenses decrease is primarily attributed to a decrease in business integration expense and selling, general, and administrative expense.

Operating Income:  The operating income of $26increase is primarily attributed to a $37 million decrease in business integration expense, and an $11 milliona decrease in selling, general, and administrative expenses, from cost reductions, and a $7 million decrease in depreciation and amortization. These increases are partially offset by an $18a $13 million unfavorable impact from under recovery of higherprice cost of goods sold,spread and negative product mix, a $5$12 million increase in business integration and restructuring costs,unfavorable impact from foreign currency, and a $4$10 million unfavorable impact from the volume decline.
Engineered Materials        
 Quarter Prior Quarter $ Change % Change 
Net sales $648  $383  $265   69%
Operating income $88  $53  $35   66%
Percentage of net sales  14%  14%        
decline.

Consumer Packaging International         
  Quarter  Prior Quarter  $ Change  % Change 
Net sales $1,139  $1,060  $79   7%
Operating income $97  $59  $38   64%
19
Net Sales:  The net sales growth in the Engineered MaterialsConsumer Packaging International segment increased by $265 million from Prior Quarteris primarily attributed to acquisition net salesincreased selling prices of $267$144 million and a $6 million increase in selling prices due to the pass through of higher resin prices,inflation, partially offset by a 2% base volume decline.$51 million unfavorable impact from foreign currency changes and Prior Quarter divestiture sales of $14 million.

Operating Income:  The operating income increase of $35 million from Prior Quarter is primarily attributed to acquisition operating income of $26a $39 million a $4 million favorable impact from improvementdecrease in price cost spread,business integration expense and a $4 million decrease in depreciation and amortization.amortization expense, partially offset by a $9 million unfavorable impact from foreign currency.
 
Consumer Packaging North America
         
  Quarter  Prior Quarter  $ Change  % Change 
Net sales $880  $731  $149   20%
Operating income $85  $77  $8   10%

Health, Hygiene & Specialties        
 Quarter Prior Quarter $ Change % Change 
Net sales $577  $570  $7   1%
Operating income $37  $59  $(22)  (37%)
Percentage of net sales  6%  10%        
Net Sales:  The net sales growth in the Consumer Packaging North America segment is primarily attributed to increased selling prices of $155 million due to the pass through of inflation.

Operating Income:  The operating income increase is primarily attributed to an $11 million favorable impact from price cost spread.
16
Index


Health, Hygiene & Specialties         
  Quarter  Prior Quarter  $ Change  % Change 
Net sales $822  $781  $41   5%
Operating income $69  $114  $(45)  (39)%

Net Sales:  The net sales growth in the Health, Hygiene & Specialties segment is primarily attributed to increased selling prices of $82 million due to the pass through of inflation, partially offset by $7a 3% volume decline, and a $10 million unfavorable impact from Prior Quarterforeign currency changes.  The volume decline is primarily attributed to the moderation of advantaged products related to the COVID-19 pandemic.

Operating Income:  The operating income decrease is primarily attributed to a $16$39 million unfavorable impact from price cost spread and negative product mix.

Engineered Materials         
  Quarter  Prior Quarter  $ Change  % Change 
Net sales $934  $798  $136   17%
Operating income $90  $83  $7   8%

Net Sales:  The net sales growth in the Engineered Materials segment is primarily attributed to increased selling prices of $195 million due to the pass through of inflation, partially offset by a volume decline of 6%.  The volume decline is primarily attributed to supply chain disruptions.

Operating Income:  The operating income increase is primarily attributed to a $13 million favorable impact from currency translation,price cost spread, partially offset by a 1% basethe unfavorable impact from the volume decline.
 
Other expense, net
         
  Quarter  Prior Quarter  $ Change  % Change 
Other expense, net $6  $6  $—   — 

The operating income decrease of $22 million from Priorother expense in the Quarter is primarily attributed to a $17 million negative impact from under recovery of higher cost of goods sold related to inflation and market pressure in South America, a $6 million increase in business integration and restructuring costs, and a slight increase in depreciation and amortization expense, partially offset by a $4 million decrease in selling, general and administrative expenses.
Consumer Packaging        
 Quarter Prior Quarter $ Change % Change 
Net sales $551  $549  $2   0%
Operating income $38  $34  $4   12%
Percentage of net sales  7%  6%        
Net sales in the Consumer Packaging segment increased by $2 million fromloss on asset disposals.  The Prior Quarter primarily attributed to an $8 million impact from selling price increases due to the pass through of higher resin prices, partially offset by a 1% base volume decline.
The operating income increase of $4 million from Prior Quarterexpense is primarily attributed to a $5 million decrease in depreciation and amortization expense and a $5 million decrease in selling, general and administrative expense,debt extinguishment costs, partially offset by a $5 million unfavorable impact from under recovery of higher cost of goods sold.
Other expense (income), net        
 Quarter Prior Quarter $ Change % Change 
Other expense (income), net $9  $(1) $10   1,000%
The other expense (income), net increase of $10 million from Prior Quarter is primarily attributed to a $4 million tax receivable agreement revaluation as a result of tax reform, a $3 million loss on asset disposal in the Quarter and unfavorablefavorable foreign currency changes related to the remeasurement of non-operating intercompany balances.

Interest expense, net                 
Quarter Prior Quarter $ Change % Change  Quarter  Prior Quarter  $ Change  % Change 
Interest expense, net $62  $68  $(6)  (9%) $71  $84  $(13)  (15)%

The interest expense decrease of $6 million from Prior Quarter is primarily attributed to lower interest rates on our term loans as athe result of term loan modificationsrefinancing activities and reduced indebtedness.repayment of borrowings in fiscal 2021.


Income tax expense (benefit)        
 Quarter Prior Quarter $ Change % Change 
Income tax expense (benefit) $(71) $28  $(99)  (354%)
Changes in Comprehensive Income

The $151 million improvement in comprehensive income tax expense (benefit) decrease of $99 million from the Prior Quarter is primarily attributed to the $95 million provisional transition benefit recorded in the Quarter as a result of the recent U.S. tax legislation more fully described in footnote 9. After exclusion of the transitional benefit, the effective tax rate was 26% for the Quarter and was positively impacted by 3% from the share-based compensation excess tax benefit deduction and a 2% benefit from the domestic manufacturing deduction. These favorable items were partially offset by increases of 3% from U.S. state income taxes, 2% from foreign valuation allowance, 1% from higher tax rates in foreign jurisdictions, and other discrete items.
20
Changes in Comprehensive Income (Loss)
The $134$24 million improvement in Comprehensivenet income, (loss) from Prior Quarter is primarily attributed to a $112$17 million improvementfavorable change in Net incomethe fair value of derivative instruments, net of tax, and a $21$110 million favorable change in currency translation, which is net of a negative $15 million related to the cross-currency swap.translation.  Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. Dollarsdollars whereby assets and liabilities are translated from the respective functional currency into U.S. Dollarsdollars using period-end exchange rates.  The change in currency translation in the QuarterYTD 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 (i) changes in interest rates attributed to the Company's floating-rateCompany’s borrowings and (ii) reduce foreign currency risk relatedexposure to net investmentstranslation of certain foreign operations.  The Company records changes to the fair value of these instruments in foreign subsidiaries.Accumulated other comprehensive loss.  The change in fair value of these instruments in fiscal 2022 versus fiscal 2021 is includedprimarily attributed to the change in the forward interest and foreign exchange curves between measurement dates.
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Comparison of the Two Quarterly Periods Ended April 2, 2022 (the “YTD”) and the Two Quarterly Periods Ended April 3, 2021 (the “Prior YTD”)

The Company’s U.S. based results for the YTD and Prior YTD are based on a twenty-six and twenty-seven week period, respectively.   Business integration expenses consist of restructuring and impairment charges, divestiture related costs, and other business optimization costs.  Tables present dollars in millions.

Consolidated Overview         
  YTD  Prior YTD  $ Change  % Change 
Net sales $7,348  $6,506  $842   13%
Cost of goods sold  6,192   5,224   968   19%
Other operating expenses  586   645   (59)  (9)%
Operating income $570  $637  $(67)  (11)%

Net Sales:  The net sales growth is primarily attributed to increased selling prices of $1.3 billion due to the pass through of inflation.  This increase was partially offset by an organic volume decline of 3%, extra days in the Prior YTD of $131 million, an $81 million unfavorable impact from foreign currency changes, and Prior YTD divestiture sales of $62 million.  The volume decline is primarily attributed to supply chain disruptions and the moderation of advantaged products related to the COVID-19 pandemic.

Cost of goods sold:  The cost of goods sold increase is attributed to inflation, partially offset by the volume decline, a decrease from foreign currency changes, extra days in the Prior YTD, and Prior YTD divestiture cost of goods sold of $50 million.

Other operating expenses:  The other operating expenses decrease is primarily attributed to a decrease in business integration expense, selling, general, and administrative expense, and amortization expense.

Operating Income:  The operating income decrease is primarily attributed to a $54 million unfavorable impact from price cost spread, a $25 million unfavorable impact from the volume decline, a $22 million decrease from extra shipping days in the Prior YTD, a $15 million unfavorable impact from foreign currency, and a negative impact from Prior YTD divestiture operating income, partially offset by a $46 million decrease in business integration expense, and a decrease in selling, general, and administrative expenses.
 
Consumer Packaging International
         
  YTD  Prior YTD  $ Change  % Change 
Net sales $2,195  $2,048  $147   7%
Operating income $166  $135  $31   23%

Net Sales:  The net sales growth in the Consumer Packaging International segment is primarily attributed to increased selling prices of $260 million due to the pass through of inflation, partially offset by a $67 million unfavorable impact from foreign currency changes and Prior YTD divestiture sales of $28 million.

Operating Income:  The operating income increase is primarily attributed to a $47 million decrease in business integration expense and a decrease in depreciation and amortization expense, partially offset by an $11 million unfavorable impact from foreign currency and a $9 million unfavorable impact from price cost spread.

Consumer Packaging North America         
  YTD  Prior YTD  $ Change  % Change 
Net sales $1,732  $1,417  $315   22%
Operating income $131  $136  $(5)  (4)%

Net Sales:  The net sales growth in the Consumer Packaging North America segment is primarily attributed to increased selling prices of $371 million due to the pass through of inflation, partially offset by a $40 million decrease from extra shipping days in the Prior YTD.

Operating Income:  The operating income decrease is primarily attributed to a $7 million decrease from extra shipping days in the Prior YTD.
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Health, Hygiene & Specialties         
  YTD  Prior YTD  $ Change  % Change 
Net sales $1,640  $1,521  $119   8%
Operating income $131  $210  $(79)  (38)%

Net Sales:  The net sales growth in the Health, Hygiene & Specialties segment is primarily attributed to increased selling prices of $225 million due to the pass through of inflation, partially offset by a 4% volume decline, and a $42 million decrease from extra shipping days in the Prior YTD.  The volume decline is primarily attributed to supply chain disruptions and the moderation of advantaged products related to the COVID-19 pandemic.

Operating Income:  The operating income decrease is primarily attributed to a $61 million unfavorable impact from price cost spread, an $11 million unfavorable impact from the volume decline, and an $8 million decrease from extra shipping days in the Prior YTD.
 
Engineered Materials
         
  YTD  Prior YTD  $ Change  % Change 
Net sales $1,781  $1,520  $261   17%
Operating income $142  $156  $(14)  (9)%

Net Sales:  The net sales growth in the Engineered Materials segment is primarily attributed to increased selling prices of $426 million due to the pass through of inflation, partially offset by a volume decline of 5%, a $44 million decrease from extra shipping days in the Prior YTD, and Prior YTD divestiture sales of $34 million.  The volume decline is primarily attributed to supply chain disruptions.

Operating Income:  The operating income decrease is primarily attributed to a $13 million impact from Prior YTD divestiture operating income, a $9 million unfavorable impact from the volume decline, and a decrease from extra shipping days in the Prior YTD, partially offset by a $13 million favorable impact from price cost spread.

Other expense         
  YTD  Prior YTD  $ Change  % Change 
Other expense $6  $31  $(25)  (81)%

The other expense decrease is primarily attributed to foreign currency changes related to the remeasurement of non-operating intercompany balances in the Prior YTD.

Interest expense         
  YTD  Prior YTD  $ Change  % Change 
Interest expense $142  $181  $(39)  (22)%

The interest expense decrease is primarily the result of refinancing activities and repayments of borrowings in fiscal 2021.

Changes in Comprehensive Income

The $46 million decline in comprehensive income from the Prior YTD was primarily attributed to a $15 million improvement in net income, a $90 million unfavorable change in currency translation, and a $29 million favorable 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 $2 million favorable change in fair value of these instruments in the Quarterfiscal 2022 versus Prior Quarterfiscal 2021 is primarily attributed to an increasethe change in the forward interest curveand foreign exchange curves between measurement dates.

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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.  We have a $750At the end of the Quarter, the Company had an outstanding balance of $244 million on its $950 million asset-based revolving line of credit that matures in May 2020.  At the end of the Quarter, the Company had no outstanding balance on the revolving credit facility.2024. The Company was in compliance with all covenants at the end of the Quarter (see footnote 7 to the Notes to the Consolidated Financial Statements incorporated herein).Quarter.

Cash Flows

Net cash from operating activities increased $10decreased $652 million from the Prior QuarterYTD primarily attributed to improved net income before depreciation, amortization and the net impact of the recently announced U.S. tax legislation, partially offset by an increase in working capital due to higher raw material costs.inflation and timing of payables.

Net cash fromused in investing activities increased $27$143 million from the Prior QuarterYTD primarily attributed to increased capital expenditures compared to the Prior Quarter.fewer proceeds from business divestiture.


Net cash fromused in financing activities increased $76decreased $250 million from the Prior QuarterYTD primarily attributed to increased repayments on our term loanshigher net borrowings, partially offset by lower tax receivable agreement payments.repurchases of common stock in the YTD.


Adjusted Share Repurchases

During fiscal 2022, the Company repurchased 5.8 million shares for $351 million.  Authorized share repurchases of $700 million remain available to the Company.

Free Cash Flow

We define "Adjusted free cash flow" as cash flow from operating activities less net additions to property, plant and equipment and payments of the tax receivable agreement.

Based on our definition, ourOur consolidated adjusted free cash flow isfor the YTD and Fiscal 2022 Outlook are summarized as follows:


 Quarterly Period Ended 
 December 30, 2017  December 31, 2016  April 2, 2022  Fiscal 2022 Outlook 
Cash flow from operating activities $153  $143  $(14) $1,650-1,750 
Additions to property, plant and equipment, net  (91)  (63)  (367)  (750)
Payments of tax receivable agreement  (37)  (60)
Adjusted free cash flow $25  $20 
Free cash flow $(381) $900-1,000 


Adjusted 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").  Adjusted 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 Adjusted free cash flow as a supplemental measure of liquidity becauseas 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, Adjusted 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.  Adjusted freecash.  Free cash flow may be calculated differently by other companies, including other companies in our industry or peer group, limiting its usefulness ason a comparative measure.basis.  Free cash flow is not a financial measure presented in accordance with generally accepted accounting principles ("GAAP") and should not be considered as an alternative to any other measure determined in accordance with GAAP.

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Liquidity Outlook

At December 30, 2017,April 2, 2022, our cash balance was $228$622 million, of which approximately 90% was primarily located outside the U.S.  We believe our existing U.S. based cash and cash flow from U.S. operations, together with available borrowings under our senior secured credit facilities, will be adequate to meet our short-term and long-term liquidity needs overwith the next twelve months.  We do not expect our free cash flow to be sufficientexception of funds needed to cover all long-term debt obligations, andwhich we intend to refinance these obligations prior to maturity.  However, we cannot predict our future results of operations and ourThe Company has the ability to repatriate the cash located outside the U.S. to the extent not needed to meet our obligations involves numerous risksoperational and uncertainties, including, butcapital needs without significant restrictions.
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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 limited to, those describedbeen 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 "Risk Factors" sectioncase of a restricted subsidiary that is required to guarantee after the relevant issuance date, if such guarantor no longer guarantees certain other indebtedness of Issuer. The guarantees of the guarantor subsidiaries are also limited as necessary to prevent them from constituting a fraudulent conveyance under applicable law and any guarantees guaranteeing subordinated debt are subordinated to certain other of the Company’s debts. Parent also guarantees Issuer’s term loans and revolving credit facilities. The guarantor subsidiaries guarantee our most recent Form 10-K filedterm loans and are co-borrowers under our revolving credit facility.

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

  Two Quarterly Periods Ended 
  April 2, 2022 
Net sales $3,813 
Gross profit  599 
Earnings from continuing operations  175 
Net income $175 

Includes $2 million of income associated with the Securities and Exchange Commission and in this Form 10-Q, if any.intercompany activity with non-guarantor subsidiaries.


  April 2, 2022  October 2, 2021 
Assets      
Current assets $2,033  $2,293 
Noncurrent assets  6,044   5,979 
         
Liabilities        
Current liabilities $1,094  $1,533 
Intercompany payable  634   629 
Noncurrent liabilities  11,097   11,083 

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Item 3.Quantitative and Qualitative Disclosures about Market Risk

Interest Rate SensitivityRisk

We are exposed to market risk from changes in interest rates primarily through our senior secured credit facilities.  At December 30, 2017, ourOur senior secured credit facilities are comprised of (i) $3.9$3.4 billion term loans and (ii) a $750$950 million revolving credit facility with no borrowings$244 million 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 1.75%1.50%, and the margin for the term loans range from 2.00% to 2.25%is 1.75% per annum with a 0% LIBOR floor.  At December 30, 2017,annum.  As of period end, the LIBOR rate of approximately 1.56%0.46% was applicable to the term loans. A 0.25% change in LIBOR would increase our annual interest expense by $4$3 million on variable rate term loans.


We seek to minimize interest rate volatility risk through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments.  These financial instruments are not used for trading or other speculative purposes. (See Note 8.)
As of December 30, 2017, 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 2.00%, with an effective date in May 2017 and expiration in May 2022, (ii) a $1 billion interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.5190% with an effective date in March 2017 and expiration in June 2019, (iii) a $1 billion interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 2.0987% with an effective date in February 2017 and expiration in September 2021.


Foreign Currency Exchange RatesRisk

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, Argentine peso, Chinese yuan,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 negative $6 million unfavorable impact on our Net Income.

In November 2017,income for the Company entered into certain cross-currency swap agreements with a notional amount of 250 million euro to effectively convert a portion of our fixed-rate U.S. dollar denominated term loans, including the monthly interest payments, to fixed rate euro-denominated debt.  The swap agreements mature Maytwo quarterly periods ended April 2, 2022. The risk management objective is to manage foreign currency risk relating to net investments in certain European subsidiaries denominated in foreign currencies and reduce the variability in the functional currency cash flows of a portion of the Company's term loans.  In the future, we may attempt to manage our foreign currency risk on our anticipated cash movements by entering into foreign currency forward contracts to offset potential foreign exchange gains or losses.
(See Note 8.)
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Item 4.
Controls and Procedures

(a)Evaluation of disclosure controls and procedures.
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 December 30, 2017.the end of the period covered by this report.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 30, 2017, the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level.level as of the end of the period covered by this report.

(b)Changes in internal controls.
(b) Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 30, 2017Quarter 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.
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.
Item 1A.  Risk Factors

On February 24, 2022, Russia launched an invasion of Ukraine which has resulted in increased volatility in various sectors and markets. The extent and duration of the military action, resulting sanctions and future market disruptions in the region are not currently known.  While the Company’s sales and assets in Russia are immaterial, the effects of the hostilities and sanctions may spill over to our customers and negatively impact their operations.  Additionally, the ongoing military action along with the potential for a wider conflict could further increase market volatility and cause negative effects on regional and global economic markets, industries, and companies.

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, including those under the heading "Risk Factors"“Risk Factors” and other information contained in this Quarterly Report.  Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.  In addition to

Additionally, we caution readers that the Company'slist of risk factors described discussed in our most recent Form 10-K filed with the Securities and Exchange Commission, investors should consider the following risk factor.

The final impacts of the Tax Cuts and Jobs Act could be materially different from our current estimates.

The Tax Cuts and Jobs Act was signed into law in December 2017. The new law made numerous changes to federal corporate tax law that we expect will significantly reduce our effective tax rate in future periods.  The changes included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may differ from our current estimates, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the transition impacts.

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 on a timely basis; 
●performance of our business and future operating results; 
●risks related to our acquisition strategy and integration of acquired businesses; 
●reliance on unpatented know-how and trade secrets; 
●increases in the cost of compliance with laws and regulations, including environmental, safety, and production and product laws and regulations; 
●risks related to disruptions in the overall economy and the financial markets that may adversely impact our business; 
●catastrophic loss of one of our key manufacturing facilities, natural disasters, and other unplanned business interruptions; 
●risks of competition, including foreign competition, in our existing and future markets; 
●risks related to the market acceptance of our developing technologies and products;
●general business and economic conditions, particularly an economic downturn; 
●risks that our restructuring program may entail greater implementation costs or result in lower cost savings than anticipated;
●the ability of our insurance to cover fully our potential exposures;
●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 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

Item 2.  Unregistered Sales of new information, future events or otherwise, except as otherwise required by law.Equity Securities and Use of Proceeds


Issuer Repurchases of Equity Securities
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The following table summarizes the Company's repurchases of its common stock during the Quarterly Period ended April 2, 2022.

Fiscal Period 
Total Number of
Shares Purchased
  
Average Price
Paid Per Share
  
Total Number of Shares
Purchased as Part of Publicly
Announced Programs
  
Dollar Value of Shares that
May Yet be Purchased Under
the Program (in millions) (a)
 
January  164,100  $61.75   164,100  $990 
February  2,405,334   61.16   2,405,334   843 
March  2,459,076   58.05   2,459,076   700 
  Total  5,028,510  $59.66   5,028,510  $700 

(a)All open market purchases during the quarter were made under the fiscal 2022 authorization from our board of directors to purchase up to $1 billion of shares of common stock.  (See Note 12.)
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Item 6.  Exhibits

Item 6.Exhibit No.ExhibitsDescription of Exhibit
22.1*
 
3.1
Amended and Restated Bylaws of Berry Global Group, Inc., effective November 30, 2017 (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on November 30, 2017).
Subsidiary Guarantors
4.1
31.1*
Indenture, by and between Berry Global, Inc., Berry Global Group, Inc., the subsidiaries of Berry Global, Inc. party thereto, and U.S. Bank National Association, as Trustee, relating to the 4.500% second priority senior secured notes due 2026, dated January 26, 2018 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on January 29, 2018).
10.1*
U.S. $900,000,000 and $814,375,000 Incremental Assumption Agreement, dated as of November 27, 2017, by and among Berry Global Group, Inc., Berry Global, Inc. and certain of its subsidiaries referenced therein, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders under the term loan credit agreement referenced therein, Citibank, N.A., as initial Term O lender and  Citibank, N.A., as initial Term P lender therein.
10.2*
Senior Executive Employment Contract dated as of September 30, 2015 between PGI Specialty Materials Inc. and Jean Marc Galvez, together with the International Assignment Letter dated December 18, 2016 from Berry Global, Inc.  (f/k/a Berry Plastics Corporation).
31.1* 
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
31.2* 
31.2*
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
32.1* 
32.1**
Section 1350 Certification of the Chief Executive Officer.
32.2* 
32.2**
Section 1350 Certification of the Chief Financial Officer.
101. 101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data Files.File because its XBRL tags are embedded within the Inline XBRL document).
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith.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. 
    
February 7, 2018May 5, 2022By:/s/ Mark W. Miles 
  Mark W. Miles 
  Chief Financial Officer 


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