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United States securities and exchange commission logo
February 26, 2021
Mark W. Miles
Chief Financial Officer
Berry Global Group, Inc.
101 Oakley Street
Evansville, IN 47710
Re: Berry Global Group,
Inc.
Form 10-K for the
Year Ended September 26, 2020
Filed November 23,
2020
File No. 001-35672
Dear Mr. Miles:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended September 26, 2020
Results of Operations, page 17
1. We note your results of
operations discussion is primarily focused on net sales and
operating income.
Considering the number of line items and factors impacting operating
income, please revise
future filings to separately quantify and discuss, at the consolidated
and segment levels,
changes in each of the material line items included within operating
income, such as cost of
goods sold and selling, general and administrative expense. See
SEC Release No.
33-8350. As part of your response, provide us with examples of your
intended disclosures
based on current financial results.
Summarized Guarantor Financial Information, page 22
2. As required by Item
601(b)(22) of Regulation S-K, please revise future filings to include
an Exhibit 22 listing
each subsidiary guarantor, issuer or co-issuer.
Mark W. Miles
Berry Global Group, Inc.
February 26, 2021
Page 2
1. Basis of Presentation and Summary of Significant Accounting Policies
Revenue Recognition and Accounts Receivable, page 31
3. We note that certain disclosures included in your fiscal 2019 Form 10-K
related to
variable consideration and the timing of your revenue recognition were
not carried
forward to the current filing. Please revise future filings to provide
all material
disclosures required by ASC 606-10-50-12(a) and ASC 606-10-50-20. Provide
us with
the disclosures you intend to provide.
7. Income Taxes, page 43
4. We note that you have material non-U.S. income and, based on your
disclosure on page
17, that your cash balance is "primarily" located outside of the U.S.
Please disclose in
future filings the amount of unremitted foreign earnings and the
unrecognized deferred tax
liability on unremitted foreign earnings, if practicable, or a statement
that such
determination is not practicable. See ASC 740-30-50-2(b) and 2(c).
11. Stockholders' Equity, page 48
5. Please tell us in sufficient detail how you determined it was appropriate
to use the
simplified method in determining the expected term of your stock option
grants. See SAB
Topic 14D. Also tell us and revise future filings to disclose the vesting
and contractual
terms of your stock options. See ASC 718-10-50-2(a).
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Effie Simpson at (202) 551-3346 or Andrew Blume, at
(202) 551-3254
with any questions.
Sincerely,
FirstName LastNameMark W. Miles
Division of
Corporation Finance
Comapany NameBerry Global Group, Inc.
Office of
Manufacturing
February 26, 2021 Page 2
cc: James Till, Controller
FirstName LastName