UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended September 28, 2024
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
Commission File Number 001-35672
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A
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IRS employer identification number
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
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Accelerated filer ☐
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Non-accelerated filer ☐
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Small reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒
The aggregate market value of the common stock of the registrant held by non-affiliates was approximately $6.9 billion as of March 29, 2024, the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value was computed using the closing sale price as
reported on the New York Stock Exchange. As of November 26, 2024, there were 115.2 million shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Berry Global Group, Inc.’s Proxy Statement for its 2025
Annual Meeting of Stockholders are incorporated by reference into Part III of this report.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Information included in or incorporated by reference in this Form 10-K and other filings with
the U.S. Securities and Exchange Commission (the “SEC”) and the Company’s press releases or other public statements, contains or may contain forward-looking statements. This report includes “forward-looking” statements with respect to our
financial condition, results of operations and business and our expectations or beliefs concerning future events. These statements contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,”
“intends,” “plans,” “estimates,” “project,” “outlook,” “anticipates,” or “looking forward” or similar expressions that relate to our strategy, plans, intentions, or expectations. All statements we make relating to our estimated and projected earnings,
margins, costs, expenditures, cash flows, growth rates, and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make
forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results
may differ materially from those that we expected. All forward-looking statements are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future
events or otherwise, except as otherwise required by law.
Additionally, we caution readers that the list of important factors discussed in the section titled “Risk 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 report may not in fact occur. Accordingly, readers should not place undue reliance on those
statements.
FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 28,
2024
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PART I
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PART II
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Consolidated Statements of Income and Comprehensive Income for fiscal 2024, 2023 and 2022
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Consolidated Balance Sheets as of fiscal 2024 and 2023
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Consolidated Statements of Cash Flows for fiscal 2024, 2023 and 2022
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Consolidated Statements of Changes in Stockholders’ Equity for fiscal 2024, 2023 and 2022
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PART III
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PART IV
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(In millions of dollars, except as otherwise noted)
General
At Berry Global Group, Inc. (“Berry,” “we,” or the “Company”), we create innovative packaging
solutions that we believe make life better for people and the planet. We do this every day by leveraging our unmatched global capabilities, sustainability leadership, and deep innovation expertise to serve customers of all sizes around the world.
Harnessing the strength in our diversity and industry-leading talent of over 34,000 global employees across more than 200 locations, we partner with customers to develop, design, and manufacture innovative products with an eye toward the circular
economy. The challenges we solve and the innovations we pioneer benefit our customers at every stage of their journey. We sell our products predominantly into stable, consumer-oriented end markets, such as healthcare, personal care, and food
and beverage. Our customers consist of a diverse mix of global, national, regional and local specialty businesses. For the fiscal year ended September 28, 2024 (“fiscal 2024”), no single customer represented more than 5% of net sales and our top ten customers represented 14% of
net sales. We believe our manufacturing processes, manufacturing footprint and our ability to leverage our scale to reduce costs, positions us as a low-cost manufacturer relative to our competitors.
Additional financial information about our segments is provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Notes to
Consolidated Financial Statements” sections of this report.
Segment Overview
The Company’s operations are organized into four reporting segments: Consumer Packaging International, Consumer Packaging North America, Flexibles, and Health, Hygiene
& Specialties. The structure is designed to align us with our customers, provide optimal service, drive future growth, and to facilitate synergy realization.
Consumer Packaging International
The Consumer Packaging International segment is a manufacturer of rigid products that primarily services non-North American markets. Product groups within the segment
include Closures and Dispensing Systems, Pharmaceutical Devices and Packaging, Bottles and Canisters, Containers, and Technical Components. In fiscal 2024,
Consumer Packaging International accounted for 32% of our consolidated net sales.
Consumer Packaging North America
The Consumer Packaging North America segment is a manufacturer of rigid products that primarily services North American markets. Product groups within the segment include
Containers and Pails, Foodservice, Closures, Bottles and Prescription Vials, and Tubes. In fiscal 2024, Consumer Packaging North America
accounted for 24% of our consolidated net sales.
Flexibles
The Flexibles segment is a manufacturer of flexible products that services primarily North American and European markets. Product groups within the segment include Stretch
and Shrink Films, Converter Films, Institutional Can Liners, Food and Consumer Films, Retail Bags, and Agriculture Films. In fiscal 2024,
Flexibles accounted for 23% of our consolidated net sales.
Health, Hygiene & Specialties
The Health, Hygiene & Specialties segment is a manufacturer of non-woven and related products that services global markets. Product groups within the segment include
Healthcare, Hygiene, Specialties, and Tapes. In fiscal 2024, Health, Hygiene & Specialties accounted for 21% of our consolidated net
sales.
In February 2024, the Company announced plans for a spin-off and merger of our Health, Hygiene and Specialties Nonwovens and Films business with Glatfelter Corporation. The
spin-off occurred on November 4, 2024 and the historical business will be presented as a Discontinued Operation in future filings.
Marketing, Sales, and Competition
We reach our large and diversified customer base through a direct sales force of dedicated professionals and the strategic use of distributors. Our scale enables us to
dedicate certain sales and marketing efforts to particular products or customers, when applicable, which enables us to develop expertise that we believe is valued by our customers.
The major markets in which the Company sells its products are highly competitive. Areas of competition include service, innovation, quality, and price. This competition is
significant as to both the size and the number of competing firms. Competitors include but are not limited to Amcor, Silgan, Aptar, 3M, and Sigma.
Raw Materials
Our primary raw material is polymer 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 raw materials have occurred, we have historically been able to manage the supply chain disruption by working closely with our suppliers and customers.
Changes in the price of raw materials are generally passed on to customers through contractual price mechanisms over time, during contract renewals and other means.
Intellectual Property
While important to our business in the aggregate, the loss of any single patent or license alone would not have a material adverse effect on our results of operations as a
whole or those of our reportable segments.
Environmental and Sustainability
We believe there will always be a leading role for Berry’s product offerings due to our ability to promote customer brands by providing superior clarity, protection, design
versatility, consumer safety, convenience, cost efficiency, barrier properties, and environmental performance. We collaborate with customers, suppliers, and innovators to create industry-leading solutions which offer lighter weight products, enable
longer shelf-life, and protect products throughout supply chains.
Sustainability is comprehensively embedded across our business, from how we run our manufacturing operations more efficiently to the investments we are making in
sustainable packaging. We believe responsible packaging is the answer to achieving less waste and that responsible packaging requires four things - innovative design, continued development of renewable and advanced raw materials, waste management
infrastructure, and consumer participation. Berry is committed to responsible packaging and has (1) targeted 100% reusable, recyclable, or compostable packaging by 2025,
(2) significantly increased our use of circular materials in order to meet our targeted 30% circular content by 2030, and (3) worked to drive greater recycling rates around the world. With our global scale, deep industry experience, and strong
capabilities, we are uniquely positioned to assist our customer in the design and development of more sustainable packaging.
We also work globally on continuous improvement of employee safety, energy usage, water efficiency, waste reduction, recycling and reducing our Green house
Gas (GHG) emissions. Our teams focus on improving the circularity and reducing the carbon footprint of our products. We anticipate higher demand for products with lower emissions intensity where polymer resin based products are inherently well
positioned since they typically have lower GHG emissions per functional unit compared to heavier alternatives such as paper, metal and glass. Additionally, there is also significant work being done on the use of recycled and bio-based content, which
typically has lower associated GHG emissions compared to other virgin materials.
Human Capital and Employees
Overview
Berry’s mission of ‘Always Advancing to Protect What’s Important’ has never been more critical
as we are proud to work alongside our customers to supply products that are essential to everyday life. We continue to prioritize the health and well-being of the communities we serve as well as our employees and their families. We employ
approximately 42,000 employees, and approximately 19% of those employees are covered by collective bargaining agreements. The majority of these agreements are due for renegotiation annually.
Health and Safety
Employee safety is our number one core value. We believe when it comes to employee safety,
our best should always be our standard. It is through the adherence to our global Environment, Health, and Safety principles we have been able to identify and mitigate operational risks and drive continuous improvement, resulting in an OSHA
incident rate below 1.0 which is significantly lower than the industry average.
Talent and Development
We seek to attract, develop and retain talent throughout the company. Our succession management strategy focuses on a structured succession framework and
multiple years of performance. Our holistic approach to developing key managers and identifying future leaders includes challenging assignments, formal development plans and professional coaching. Resources to support employee development include
operational programs, university partnerships, internal e-learning requirements, tuition reimbursement programs, and apprenticeships.
Employee Engagement
We seek to ensure that everyone is motivated to perform every day. To further that objective, our engagement approach focuses on clear communication and
recognition. We communicate through regular employee meetings, at both the corporate and operating division levels, with business and market updates and information on production, safety, quality and other operating metrics. We have many
recognition-oriented awards throughout our company and conduct company-wide engagement surveys which have generally indicated high levels of engagement and trust in Berry’s leadership.
Inclusion and Diversity
We strive to build a safe and inclusive culture where employees feel valued and treated with respect. We believe inclusion helps drive engagement,
innovation and organizational growth. We provide annual training to our diversified global workforce on the importance of having a culture of inclusion.
Ethics
Our employees are expected to act with integrity and we maintain a Global Code of Business Ethics which is attested by every Berry employee and provides the
Company's framework for ethical business. We provide targeted annual training across the globe to reinforce our commitment to ethics and drive adherence to the laws in each jurisdiction in which we operate.
Available Information
We make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments, if any, to those reports
through our internet website as soon as reasonably practicable after they have been electronically filed with the SEC. Our internet address is www.berryglobal.com. The information contained on our website is not being incorporated herein.
Operational Risks
Global economic conditions may negatively impact our business operations and financial results.
Challenging global conditions, including inflation or military conflicts, may negatively impact our business operations and financial results. When challenging economic conditions exist, our customers may delay, decrease or cancel purchases from us, and may also delay payment or fail to pay us
altogether. Suppliers may have difficulty filling our orders and distributors may have difficulty getting our products to customers, which may affect our ability to meet customer demands, and result in a loss of business. Weakened global economic
conditions may also result in unfavorable changes in our product prices, product mix and profit margins. Although we take measures to mitigate the impact of inflation, including through pricing actions and productivity programs, if these actions are
not effective our cash flow, financial condition, and results of operations could be adversely impacted. In addition, there could be a time lag between recognizing the benefit of our mitigating actions versus when the challenge occurs and there is no
assurance that our mitigating measures will be able to fully mitigate the negative impacts.
Political volatility may also contribute to the general economic conditions and regulatory
uncertainty in regions in which we operate. Future unrest and changing policies could result in an adverse impact to our financial condition. Political developments can also disrupt the markets we serve and the tax jurisdictions in which we operate
and may affect our business, financial condition and results of operations.
Raw material inflation or shortage of available materials could harm our financial condition and results of operations.
Raw materials are subject to price fluctuations and availability, due to external factors,
which are beyond our control. Temporary industry-wide shortages of raw materials have occurred in the past, which can lead to increased raw material price volatility. Additionally, our suppliers could experience cost increases to produce raw
material due to increases in carbon pricing. Historically we have been able to manage the impact of higher costs by increasing our selling prices. We have generally been well positioned to capture additional market share as our primary raw
material, polymer resin, is typically a lower cost and more versatile substrate compared to alternatives. However, raw material shortages or our inability to timely pass-through increased costs to our customers may adversely affect our business,
financial condition and results of operations.
Weather related events could negatively impact our results of operations.
Weather related events could adversely impact our business and those of our customers, suppliers, and partners. Such events may have a physical impact on
our facilities, inventory, suppliers, and equipment and any unplanned downtime at any of our facilities could result in unabsorbed costs that could negatively impact our results of operations for the period in which it experienced the downtime.
Longer-term changes in climate patterns could alter future customer demand, impact supply chains and increase operating costs. However, any such changes are uncertain and we cannot predict the net impact from such events.
We may not be able to compete successfully and our customers may not continue to purchase our products.
We compete with multiple companies in each of our product lines on the basis of a number of considerations, including price, service, quality, product characteristics and the
ability to supply products to customers in a timely manner. Our products also compete with various other substrates. Some of these competitive products are not subject to the impact of changes in resin prices, which may have a significant and
negative impact on our competitive position versus substitute products. Additionally, consumer views on environmental considerations could potentially impact demand for our products that utilize fossil fuel based materials in their manufacturing. Our
competitors may have financial and other resources that are substantially greater than ours and may be better able than us to withstand higher costs. Competition and product preference changes could result in our products losing market share or our
having to reduce our prices, either of which could have a material adverse effect on our business, financial condition and results of operations. In addition, since we do not have long-term arrangements with many of our customers, these competitive
factors could cause our customers to shift suppliers and/or packaging material quickly.
We may pursue and execute acquisitions or divestitures, which could adversely affect our business.
Transactions involve special risks, including the potential assumption of unanticipated liabilities and contingencies as well as difficulties in integrating acquired
businesses or carving-out divested businesses, which may result in substantial costs, delays or other problems that could adversely affect our business, financial condition and results of operations. Furthermore, we may not realize all of the
synergies we expect to achieve from our current strategic initiatives due to a variety of risks. If we are unable to achieve the benefits that we expect to achieve from our strategic initiatives, it could adversely affect our business, financial
condition and results of operations.
In the event of a catastrophic loss of one of our key manufacturing facilities, our business would be adversely affected.
While we manufacture our products in a large number of diversified facilities and maintain insurance covering our facilities, including business interruption insurance, a
catastrophic loss of the use of all or a portion of one of our key manufacturing facilities due to accident, labor issues, weather conditions, natural disaster, pandemic or otherwise, whether short or long-term, could result in future losses.
Employee retention, labor cost inflation or the failure to renew collective bargaining agreements could disrupt our business.
Our relations with employees under collective bargaining agreements remain satisfactory and there have been no significant work stoppages or other labor disputes during the
past four years. However, we may not be able to maintain constructive relationships with labor unions or trade councils and may not be able to successfully negotiate new collective bargaining agreements on satisfactory terms in the future.
Labor is subject to cost inflation, availability and workforce participation rates, all of which could be impacted by factors beyond our control. As a result, there can be
no assurance we will be able to recruit, train, assimilate, motivate and retain employees in the future. The loss of a substantial number of these employees or a prolonged labor dispute could disrupt our business and result in future losses.
We depend on information technology systems and infrastructure to operate our business, and increased cybersecurity threats, system inadequacies, and
failures could disrupt our operations, compromise customer, employee, vendor and other data which could negatively affect our business.
We rely on the efficient and uninterrupted operation of information technology systems and networks. These systems and networks are vulnerable to increased threats and more
sophisticated computer crime, energy interruptions, telecommunications failures, breakdowns, natural disasters, terrorism, war, computer malware or other malicious intrusions.
We also maintain and have access to data and information that is subject to privacy and security laws, regulations, and customer controls. Despite our efforts to protect
such information, breaches, misplaced or lost data and programming damages could result in a negative impact on the business. While we have not had material system interruptions historically associated with these risks, there can be no assurance from
future interruptions that could result in future losses.
Financial and Legal Risks
Our substantial indebtedness could affect our ability to meet our obligations and may otherwise restrict our activities.
We have a significant amount of indebtedness, which requires significant interest payments. The amount of interest charges could increase materially due to rising interest
rates as indebtedness is refinanced, interest rate swaps expire, or accounts receivable factoring grows. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms,
would have a material adverse effect on our business, financial condition and results of operations. Additionally, servicing the interest obligations of our existing indebtedness could limit our ability to respond to business opportunities, including
growing our business through acquisitions or increased levels of capital expenditures.
Goodwill and other intangibles represent a significant amount of our net worth, and a future write-off could result in lower reported net income and a
reduction of our net worth.
We have a substantial amount of goodwill. Future changes in market multiples, cost of capital, expected cash flows, or other external factors, may adversely affect our
business and cause our goodwill to be impaired, resulting in a non-cash charge against results of operations to write off goodwill or indefinite lived intangible assets for the amount of impairment. If a future write-off is required, the charge could
result in significant losses.
Our international operations pose risks to our business that may not be present with our domestic operations.
We are subject to foreign exchange rate risk, both transactional and translational, which may negatively affect our financial performance. Exchange rates between transactional currencies may change rapidly due to a variety of factors. In particular, our translational exposure may be impacted by movements in the exchange rate of
the euro or the British pound sterling against the U.S. dollar.
Foreign operations are also subject to certain risks that are unique to doing business in foreign countries including supply chain challenges, disruption of energy, changes
in applicable laws, including assessments of income and non-income related taxes, inability to readily repatriate cash to the U.S. effectively, and regulatory policies and various trade restrictions including potential changes to taxes or duties. We
are also subject to the Foreign Corrupt Practices Act and other anti-bribery and anti-corruption laws that generally bar bribes or unreasonable gifts to foreign governments or officials. We have implemented safeguards, training and policies to
discourage these practices by our employees and agents. However, if employees violate our policies, we may be subject to regulatory sanctions. Any of these risks could disrupt our business and result in significant losses.
Current and future environmental and other governmental requirements could adversely affect our financial condition and our ability to conduct our
business.
While we have not been required historically to make significant capital expenditures in order to comply with applicable environmental laws and regulations, we cannot
predict our future capital expenditure requirements because of continually changing compliance standards and environmental technology. Furthermore, violations or contaminated sites that we do not know about (including contamination caused by prior
owners and operators of such sites or newly discovered information) could result in additional compliance or remediation costs or other liabilities. In addition, federal, state, local, and foreign governments could enact laws or regulations
concerning environmental matters, such as greenhouse gas (carbon) emissions, that increase the cost of producing, or otherwise adversely affect the demand for our products. Additionally, several governmental bodies in jurisdictions where we operate have introduced, or are contemplating introducing, regulatory change to address the potential impacts of changes in climate and global warming, which may have
adverse impacts on our operations or financial results. We believe that any such laws promulgated to date have not had a material adverse effect on us, as we have historically been able to manage the impact of higher costs by increasing
our selling prices. However, there can be no assurance that future legislation or regulation would not have a material adverse effect on us.
Changes in tax laws or changes in our geographic mix of earnings could have a material impact on our financial condition and results of operation.
We are subject to income and other taxes in the many jurisdictions in which we operate. Tax laws and regulations are complex and the determination of our global provision for
income taxes and current and deferred tax assets and liabilities requires judgment and estimation. We are subject to routine examinations of our income tax returns, and tax authorities may disagree with our tax positions and assess additional tax. Our
future income taxes could also be negatively impacted by our mix of earnings in the jurisdictions in which we operate being different than anticipated given differences in statutory tax rates in the countries in which we operate. In addition, tax
policy efforts to raise global corporate tax rates could adversely impact our tax rate and subsequent tax expense.
We may not be successful in protecting our intellectual property rights, including our unpatented proprietary know-how and trade secrets, or in avoiding
claims that we infringed on the intellectual property rights of others.
In addition to relying on patent and trademark rights, we rely on unpatented proprietary know-how and trade secrets, and employ various methods, including confidentiality
agreements with employees and consultants, customers and suppliers to protect our know-how and trade secrets. However, these methods and our patents and trademarks may not afford complete protection and there can be no assurance that others will not
independently develop the know-how and trade secrets or develop better production methods than us. Further, we may not be able to deter current and former employees, contractors and other parties from breaching agreements and misappropriating
proprietary information and it is possible that third parties may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. Furthermore, no assurance can
be given that we will not be subject to claims asserting the infringement of the intellectual property rights of third parties seeking damages, the payment of royalties or licensing fees and/or injunctions against the sale of our products. Any such
litigation could be protracted and costly and could result in significant losses.
We may be subject to litigation and regulatory investigations and proceedings, including product liability claims, that could adversely
affect our business operations and financial performance.
In the ordinary course of our business, we are involved in legal proceedings, including
product liability claims, which may lead to financial or reputational damages. See Note 5. Commitments, Leases and Contingencies. We may also be subject to
inquiries, inspections, investigations and proceedings by relevant regulatory and other governmental agencies. Given our global footprint, we are exposed to more uncertainty regarding the regulatory environment. The timing of the final resolutions
to lawsuits, regulatory inquiries, and governmental and other legal proceedings is typically uncertain, and any such proceedings or claims, regardless of merit, could be time consuming and expensive to defend and could divert management’s attention
and resources. The possible outcomes of these proceedings could include adverse judgments, settlements, injunctions, fines, penalties or other results adverse to us that could harm our business, financial condition, results of operations and
reputation and result in significant losses. Even if we are successful in defending ourselves against these actions, the costs of such defense may be significant to us.
None.
Governance
While our Board of Directors has responsibility for the oversight of risk management on an enterprise-wide basis, it has delegated certain risk oversight responsibilities to
its committees. The Audit & Finance Committee of our Board of Directors is tasked with, among other things, providing oversight of cybersecurity risk.
The Audit & Finance Committee receives quarterly briefings regarding the Company’s cybersecurity matters from our Chief Information Security Officer, who has primary
management oversight of cybersecurity matters and reports to our Chief Information Officer. The topics reported by the Chief Information Security Officer include updates on the Company’s cybersecurity threats, the status of projects to strengthen our
information security systems, assessments of the cybersecurity program, and the emerging threat landscape, as well as the results of any third-party and internal assessments conducted. The full Board of Directors receives briefings on an as-needed
basis from the Audit & Finance Committee or management, as applicable.
The Global IT Team is led by the Chief Information Officer, who has served in various roles in information technology and information security for over 30 years and has
significant experience across information security, infrastructure, operations and compliance. Our Chief Information Security Officer reports to the Company’s Chief Information Officer and has served in various roles in information technology and
information security for over 30 years. He leads a team that focuses on the Company’s cybersecurity, including primary responsibility for leading enterprise-wide information security strategy, processes, as well as assessing, identifying, and managing
cybersecurity risks, which is an integrated aspect of our overall enterprise risk management program.
Members of our Global IT Leadership Team and appropriate members of Senior Management, supervise efforts to identify, assess, manage and mitigate cybersecurity risks and
incidents through various means, including briefings from internal personnel and other information obtained from governmental, public, or private sources, including external consultants engaged by us.
Risk Management and Strategy
Risk Assessment
We recognize that global cybersecurity threats and targeted attacks are an evolving risk to our data, infrastructure, and overall operations and are committed to addressing cybersecurity risks through a comprehensive, cross-functional approach that reduces security risks, helps ensure business and stakeholder information is handled
securely, and effectively responds to cybersecurity incidents when they occur.
We have also established and maintain a comprehensive Global Incident Response Plan designed to enable compliance with reporting standards and provide robust response to
global cybersecurity events. Incidents are reviewed by the Global IMS Leadership Team and appropriate members of Senior Management.
Cybersecurity Assessments
We conduct targeted security assessments and penetration tests throughout the year by internal teams as well as through engagements with third party service providers,
including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.
Effects and Impacts of Cybersecurity Risks
As of the date of this report, we have not identified any risks from known cybersecurity
threats, including any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. For a discussion on the Company’s
cybersecurity related risks, see the risk factors titled “We depend on information technology systems and infrastructure to operate our
business, and increased cybersecurity threats, system inadequacies, and failures could disrupt our operations, compromise customer, employee, vendor and other data which could negatively affect our business" and other risk factors contained in Part 1, Item 1A of this Annual Report on Form 10-K.
Our primary manufacturing facilities by geographic area are as follows:
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Geographic Region
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Total Facilities
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Leased Facilities
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US and Canada
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82
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16
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Europe
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94
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21
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Rest of world
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24
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10
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For information see Note 5. Commitments, Leases and Contingencies
Not applicable.
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock “BERY” is listed on the New York Stock Exchange. As of the date of this filing there were fewer than 550 active record holders of the common stock, but we
estimate the number of beneficial stockholders to be much higher as a number of our shares are held by brokers or dealers for their customers in street name. During fiscal 2024 the Company declared and paid cash dividends of $0.275 per share for each
quarter, and during fiscal 2023 the Company declared and paid cash dividends of $0.25 per share for each quarter.
Issuer Purchases of Equity Securities
The following table summarizes the Company's repurchases of its common stock during the Quarterly Period ended September 28, 2024.
|
Fiscal Period
|
Total Number of
Shares Purchased
|
Average Price
Paid Per Share
|
Total Number of Shares
Purchased as Part of Publicly
Announced Programs
|
Dollar Value of Shares that
May Yet be Purchased Under
the Program (in millions) (a)
|
||||||||||||
|
July
|
53,794
|
$
|
58.51
|
53,794
|
$
|
321
|
||||||||||
|
August
|
—
|
—
|
—
|
321
|
||||||||||||
|
September
|
—
|
—
|
—
|
321
|
||||||||||||
|
Total
|
53,794
|
$
|
58.51
|
53,794
|
$
|
321
|
||||||||||
| (a) |
All open market purchases during the quarter were made under the fiscal 2023 authorization from our board of directors to purchase up to $1 billion of shares of common stock. See Note
9. Stockholders' Equity.
|
Outlook
The Company is affected by general economic and industrial growth, raw material availability, cost inflation, supply chain disruptions, and general consumption levels. Our
business has both geographic and end market diversity, which reduces the effect of any one of these factors on our overall performance. Our results are affected by our ability to pass through raw material and other cost changes to our customers,
improve manufacturing productivity and adapt to volume changes of our customers. Despite global macro-economic challenges in the short-term attributed to continued rising inflation and general market softness, we continue to believe our underlying
long-term fundamentals in all divisions remain strong. For fiscal 2025, we project cash flow from operations between $1.125 to $1.225 billion
and free cash flow between $600 to $700 million. Projected fiscal 2025 free cash flow assumes $525 million of capital spending. For the
definition of free cash flow and further information related to free cash flow as a non-GAAP financial measure, see “Liquidity and Capital Resources.”
Discussion of Results of Operations for Fiscal 2024
Compared to Fiscal 2023
The Company's U.S. based results for fiscal 2024 and fiscal 2023 are based on fifty-two week periods. Business integration expenses consist of
restructuring and impairment charges, divestiture related costs, and other business optimization costs. Tables present dollars in millions. A discussion and analysis regarding our results of operations for fiscal year 2023 compared to fiscal year 2022
can be found on Form 10-K, filed with the SEC in November 2023.
|
Consolidated Overview
|
Fiscal Year
|
|||||||||||||||
|
2024
|
2023
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
12,258
|
$
|
12,664
|
$
|
(406
|
)
|
(3
|
)%
|
|||||||
|
Cost of goods sold
|
10,005
|
10,354
|
(349
|
)
|
(3
|
)%
|
||||||||||
|
Other operating expenses
|
1,316
|
1,231
|
85
|
7
|
%
|
|||||||||||
|
Operating income
|
$
|
937
|
$
|
1,079
|
$
|
(142
|
)
|
(13
|
)%
|
|||||||
Net sales: The net sales decline is primarily attributed to decreased selling
prices of $375 million due to the pass-through of lower resin costs, a 1% volume decline, and fiscal 2024 divestiture sales of $77 million. The declines are partially offset by an $82 million favorable impact from foreign currency changes and
acquisition sales of $42 million.
Cost of goods sold: The cost of goods sold decrease is primarily attributed to raw
material price declines, and the fiscal 2024 divestitures. The declines are partially offset by cost of goods sold from acquired entities, an increase in depreciation expense, and an unfavorable impact from foreign currency changes.
Other operating expenses: The other operating expenses increase is primarily attributed to a $57 million loss from divestitures and costs associated with the announced spin-off and merger of our HHNF business with GLT.
Operating Income: The operating income decrease is primarily attributed to a $20 million unfavorable impact from price cost spread, a $14 million unfavorable impact from volume declines, an $88 million unfavorable
impact from increased business consolidation costs, and a $39 million increase in depreciation and amortization expense. These declines are partially offset by a $6 million decrease in SG&A expenses.
|
Consumer Packaging International
|
Fiscal Year
|
|||||||||||||||
|
2024
|
2023
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
3,843
|
$
|
4,031
|
$
|
(188
|
)
|
(5
|
)%
|
|||||||
|
Operating income
|
$
|
186
|
$
|
273
|
$
|
(87
|
)
|
(32
|
)%
|
|||||||
Net sales: The net sales decline is primarily attributed to decreased selling
prices of $153 million, a 1% volume decline, and fiscal 2024 divestiture sales of $77 million, partially offset by a $61 million favorable impact from foreign currency changes.
Operating Income: The operating income decrease is primarily
attributed to a $74 million unfavorable impact from increased business consolidation
costs, fiscal 2024 divestitures of $12 million, and a $12 million unfavorable impact from increased depreciation and amortization expense. These declines were partially offset by a $10 million favorable impact from foreign currency changes.
|
Consumer Packaging North America
|
Fiscal Year
|
|||||||||||||||
|
2024
|
2023
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
3,122
|
$
|
3,122
|
$
|
—
|
0
|
%
|
||||||||
|
Operating income
|
$
|
366
|
$
|
346
|
$
|
20
|
6
|
%
|
||||||||
Net sales: Net sales in the Consumer Packaging North America division were flat
year over year primarily due to revenue from acquisitions, partially offset by decreased selling prices of $29 million and a 1% volume decline.
Operating Income: The operating income increase is primarily
attributed to $18 million in earnings from acquisitions, a decline in business consolidation expenses of $17 million, and a favorable impact from lower selling, general, and administrative expenses. The increases were partially offset by a $3
million unfavorable impact from price cost spread and a $10 million unfavorable impact from increased depreciation and amortization expense.
|
Flexibles
|
Fiscal Year
|
|||||||||||||||
|
2024
|
2023
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
2,756
|
$
|
2,884
|
$
|
(128
|
)
|
(4
|
)%
|
|||||||
|
Operating income
|
$
|
310
|
$
|
333
|
$
|
(23
|
)
|
(7
|
)%
|
|||||||
Net sales: The net sales decline is primarily attributed to decreased selling
prices of $109 million and a 1% volume decline, partially offset by a $12 million favorable impact from foreign currency changes.
Operating Income: The operating income decrease is primarily
attributed a $7 million unfavorable impact from the volume decline, an unfavorable impact from increased depreciation and amortization expense of $11 million, and an unfavorable impact from increased selling, general, and administrative expenses. The
decrease is partially offset by an $8 million favorable impact from price cost spread.
|
Health, Hygiene & Specialties
|
Fiscal Year
|
|||||||||||||||
|
2024
|
2023
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
2,537
|
$
|
2,627
|
$
|
(90
|
)
|
(3
|
)%
|
|||||||
|
Operating income
|
$
|
75
|
$
|
127
|
$
|
(52
|
)
|
(41
|
)%
|
|||||||
Net sales: The net sales decline is primarily attributed to decreased selling
prices of $84 million and a 1% volume decline, partially offset by a $9 million favorable impact from foreign currency changes.
Operating Income: The operating income decrease is primarily
attributed to a $22 million unfavorable impact from price cost spread, partially offset by a $5 million favorable impact from foreign currency changes.
|
Other expense
|
Fiscal Year
|
|||||||||||||||
|
2024
|
2023
|
$ Change
|
% Change
|
|||||||||||||
|
Other expense
|
$
|
15
|
$
|
31
|
$
|
(16
|
)
|
(52
|
)%
|
|||||||
The Other expense decrease is primarily attributed to the adverse impact from our hyperinflationary Argentina subsidiary in the prior year.
|
Interest expense
|
Fiscal Year
|
|||||||||||||||
|
2024
|
2023
|
$ Change
|
% Change
|
|||||||||||||
|
Interest expense
|
$
|
311
|
$
|
306
|
$
|
5
|
2
|
%
|
||||||||
The interest expense increase is primarily the
result of higher interest rates from current year debt refinancing, partially offset by debt repayments.
|
Comprehensive Income
|
Fiscal Year
|
|||||||||||||||
|
2024
|
2023
|
$ Change
|
% Change
|
|||||||||||||
|
Comprehensive Income
|
$
|
557
|
$
|
676
|
$
|
(119
|
)
|
(18
|
)%
|
|||||||
The decrease in comprehensive income is attributed to a $4 million favorable change in currency translation, partially offset by a $93 million decrease in net income, a $114 million unfavorable change in the fair
value of interest rate hedges, and an $92 million favorable change from unrealized losses on the Company's pension plans. Currency translation
changes are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The
change in currency translation was primarily attributed to locations utilizing the euro and British pound sterling as their functional currency. As part of the overall risk management, the Company uses derivative instruments to (i) reduce our exposure
to changes in interest rates attributed to the Company’s borrowings and (ii) reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other
comprehensive income (loss). The change in fair value of these instruments in fiscal 2024 versus fiscal 2023 is primarily attributed to a change in the forward interest and foreign exchange curves between measurement dates.
Liquidity and Capital Resources
Senior Secured Credit Facility
We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct our business, (ii) the geographic location of our
liquidity needs, and (iii) the cost to access international cash balances. At the end of fiscal 2024, the Company had no outstanding balance
on its $1.0 billion asset-based revolving line of credit that matures in June 2028. The Company was in compliance with all covenants at the end
of fiscal 2024. See Note 3. Long-Term Debt.
Cash Flows from Operating Activities
Net cash provided by operating activities decreased $210
million from fiscal 2023 primarily attributed to changes in working capital.
Cash Flows from Investing Activities
Net cash used in investing activities decreased $204 million from
fiscal 2023 primarily attributed to proceeds from business divestitures and a decline in capital spend.
Cash Flows from Financing Activities
Net cash used in financing activities decreased $105 million from
fiscal 2023 primarily attributed to higher net repayments on long-term borrowings, partially offset by lower share repurchases.
Dividends
The Company declared and paid cash dividends of $139 million during
fiscal 2024.
Share Repurchases
The Company repurchased approximately 2.0 million
shares for $120 million and approximately 9.8
million shares for $607 million in fiscal 2024 and fiscal 2023, respectively. See Note 9. Stockholders' Equity.
Free Cash Flow
We define "free cash flow" as cash flow from operating activities less net additions to property, plant and equipment. Based on our definition, our consolidated free cash
flow is summarized as follows:
|
Fiscal years ended
|
||||||||
|
September 28,
2024
|
September 30,
2023
|
|||||||
|
Cash flow from operating activities
|
$
|
1,405
|
$
|
1,615
|
||||
|
Additions to property, plant and equipment, net
|
(551
|
)
|
(689
|
)
|
||||
|
Free cash flow
|
$
|
854
|
$
|
926
|
||||
We use free cash flow as a supplemental measure of liquidity as it assists us in assessing our ability to fund growth through generation of cash. Free cash flow may be
calculated differently by other companies, including other companies in our industry or peer group, limiting its usefulness. Free cash flow is not a generally accepted accounting principles (“GAAP’) financial measure and should not be considered as an
alternative to any other measure determined in accordance with GAAP.
Liquidity Outlook
At the end of fiscal 2024, our cash balance was $1,095 million, of which approximately 53% was located outside the U.S. We believe our existing U.S. based cash and cash flow from U.S. operations, together
with available borrowings under our senior secured credit facilities, will be adequate to meet our short-term and long-term liquidity needs with the exception of funds needed to cover all long-term debt obligations which we intend to refinance prior to
maturity. The Company has the ability to repatriate the cash located outside the U.S. to the extent not needed to meet operational and capital needs without significant restrictions. Our unremitted foreign earnings were $1.9 billion at the end of
fiscal 2024. The computation of the deferred tax liability associated with unremitted earnings is not practicable.
Summarized Guarantor Financial Information
Berry Global, Inc. (“Issuer”) has notes outstanding which are fully, jointly, severally, and unconditionally guaranteed by its parent, Berry Global Group, Inc. (for purposes
of this section, “Parent”) and substantially all of Issuer’s domestic subsidiaries. Separate narrative information or financial statements of the guarantor subsidiaries have not been included because they are 100% owned by Parent and the guarantor
subsidiaries unconditionally guarantee such debt on a joint and several basis. A guarantee of a guarantor subsidiary of the securities will terminate upon the following customary circumstances: the sale of the capital stock of such guarantor if such
sale complies with the indentures, the designation of such guarantor as an unrestricted subsidiary, the defeasance or discharge of the indenture or in the case of a restricted subsidiary that is required to guarantee after the relevant issuance date,
if such guarantor no longer guarantees certain other indebtedness of the issuer. The guarantees of the guarantor subsidiaries are also limited as necessary to prevent them from constituting a fraudulent conveyance under applicable law and any
guarantees guaranteeing subordinated debt are subordinated to certain other of the Company’s debts. Parent also guarantees the Issuer’s term loans and revolving credit facilities. The guarantor subsidiaries guarantee our term loans and are
co-borrowers under our revolving credit facility.
Presented below is summarized financial information for the Parent, Issuer and guarantor subsidiaries on a combined basis, after intercompany transactions have been
eliminated.
|
Year Ended
|
||||
|
September 28, 2024
|
||||
|
Net sales
|
$
|
6,531
|
||
|
Gross profit
|
1,621
|
|||
|
Earnings from continuing operations
|
419
|
|||
|
Net income (a)
|
$
|
419
|
||
(a) Includes $36 million of
income associated with intercompany activity with non-guarantor subsidiaries.
|
September 28, 2024
|
September 30, 2023
|
|||||||
|
Assets
|
||||||||
|
Current assets
|
$
|
1,775
|
$
|
1,975
|
||||
|
Noncurrent assets
|
5,553
|
5,997
|
||||||
|
Liabilities
|
||||||||
|
Current liabilities
|
$
|
2,081
|
$
|
1,363
|
||||
|
Intercompany payable
|
1,115
|
754
|
||||||
|
Noncurrent liabilities
|
8,843
|
10,271
|
||||||
Critical Accounting Estimates
We disclose those accounting policies that we consider to be significant in determining the amounts to be utilized for communicating our consolidated financial position,
results of operations and cash flows in the first note to our consolidated financial statements included elsewhere herein. Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial
statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with these principles requires management to make estimates and assumptions that affect amounts reported in the financial statements
and accompanying notes. Actual results may differ from these estimates under different assumptions or conditions.
Pensions. The accounting for our pension plans requires us to recognize the overfunded or underfunded status of the pension plans on our balance sheet. We believe that the accounting estimates related to our pension plans are critical accounting
estimates because they are highly susceptible to change from period to period based on the performance of plan assets, actuarial valuations, market conditions and contracted benefit changes. See Note 1. Basis of Presentation and Summary of
Significant Accounting Policies and Note 7. Retirement Plans.
Deferred Taxes and Effective Tax Rates. We estimate the effective tax rate (“ETR”)
and associated liabilities or assets for each of our legal entities in accordance with authoritative guidance. We utilize tax planning to minimize or defer tax liabilities to future periods. In recording ETRs and related liabilities and assets, we
rely upon estimates, which are based upon our interpretation of U.S. and local tax laws as they apply to our legal entities and our overall tax structure. Audits by local tax jurisdictions, including the U.S. Government, could yield different
interpretations from our own and cause the Company to owe more taxes than originally recorded. See Note 1. Basis of Presentation and Summary of Significant Accounting Policies and Note 6. Income Taxes.
Interest Rate Risk
We are exposed to market risk from changes in interest rates primarily through our senior secured credit facilities and accounts receivable factoring programs. As of September 28, 2024, our senior secured credit facilities are comprised of (i) $1.5 billion term loans and (ii) a $1.0 billion revolving credit facility with no borrowings outstanding. Borrowings under our senior secured credit facilities bear interest at a rate equal to an
applicable margin plus SOFR. The applicable margin for SOFR rate borrowings under the revolving credit facility ranges from 1.25% to 1.50%, and the margin for the term loans is 1.75% per annum. As of September 28, 2024, the SOFR rate of approximately 4.84% was applicable to the term loans. A change of 0.25% on these floating interest rate exposures would increase interest
expense by approximately $2 million.
We seek to minimize interest rate volatility risk through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial
instruments. These financial instruments are not used for trading or other speculative purposes. See Note 4. Financial Instruments and Fair Value Measurements.
Foreign Currency Risk
As a global company, we face foreign currency risk exposure from fluctuating currency exchange rates, primarily the U.S. dollar against the euro, British pound sterling,
Chinese renminbi, Canadian dollar and Mexican peso. Significant fluctuations in currency rates can have a substantial impact, either positive or negative, on our revenue, cost of sales, and operating expenses. Currency translation gains and losses are
primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates and impact our
Comprehensive income. A 10% decline in foreign currency exchange rates would have had a $11 million unfavorable impact on fiscal 2024 Net
income. See Note 4. Financial Instruments and Fair Value Measurements.
To the Stockholders and the Board of Directors of Berry Global Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Berry Global Group, Inc. (the Company) as of September 28, 2024 and September 30, 2023, the related consolidated statements of
income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended September 28, 2024,
and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 28, 2024 and September 30, 2023,
and the results of its operations and its cash flows for each of the three years in the period ended September 28, 2024, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial
reporting as of September 28, 2024, based on criteria established in Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November 26, 2024 expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be
communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit
matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or
disclosures to which it relates.
|
United Kingdom Defined Benefit Pension Obligation
|
||
|
Description of the Matter
|
At September 28, 2024 the aggregate United Kingdom (UK) defined benefit pension obligation was $543 million. As disclosed in Notes 1 and 7 to the consolidated
financial statements, the obligation for these plans are actuarially determined and affected by assumptions, including discount rates and mortality rates.
Auditing the UK defined benefit pension obligation is complex and required the involvement of our actuarial specialists due to the highly judgmental nature of
actuarial assumptions (e.g., discount rates and mortality rates) used in the measurement process. These assumptions have a significant effect on the projected benefit obligation.
|
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the measurement and valuation of the UK defined
benefit pension obligation. This included management’s review of the UK defined benefit pension obligation calculations and the significant actuarial assumptions used by management.
To test the UK defined benefit pension obligation, we performed audit procedures that included, among others, evaluating the methodology used and the significant
actuarial assumptions described above. We involved our actuarial specialists to assist with our audit procedures. We compared the actuarial assumptions used by management to historical trends and assessed the individual impact that changes in
the key assumptions (discount rate and mortality rate) at year end has on the total benefit pension obligation. As part of this evaluation, we compared management’s selected discount rate to an independently developed range of reasonable
discount rates. To evaluate the mortality rate assumption, we assessed whether the information is consistent with recent publicly available information and trends, and whether a consistent approach to developing the mortality assumption was
applied.
|
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1991.
November 26, 2024
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Berry Global Group, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Berry Global Group, Inc.’s internal control over financial reporting as of September 28, 2024, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the
COSO criteria). In our opinion, Berry Global Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 28, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the
Company as of September 28, 2024 and September 30, 2023, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended September 28, 2024, and the related notes and our report dated November 26, 2024
expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Indianapolis, Indiana
November 26, 2024
Consolidated Statements of Income
(in millions of dollars)
|
Fiscal years ended
|
||||||||||||
|
September 28,
2024
|
September 30,
2023
|
October 1,
2022
|
||||||||||
|
Net sales
|
$
|
|
$
|
|
$
|
|
||||||
|
Costs and expenses:
|
||||||||||||
|
Cost of goods sold
|
|
|
|
|||||||||
|
Selling, general and administrative
|
|
|
|
|||||||||
|
Amortization of intangibles
|
|
|
|
|||||||||
|
Business consolidation and other activities
|
|
|
|
|||||||||
|
Operating income
|
|
|
|
|||||||||
|
Other expense
|
|
|
|
|||||||||
|
Interest expense
|
|
|
|
|||||||||
|
Income before income taxes
|
|
|
|
|||||||||
|
Income tax expense
|
|
|
|
|||||||||
|
Net income
|
$
|
|
$
|
|
$
|
|
||||||
|
Net income per share (see Note 11):
|
||||||||||||
|
Basic
|
$
|
|
$
|
|
$
|
|
||||||
|
Diluted
|
$
|
|
$
|
|
$
|
|
||||||
Berry Global Group, Inc.
Consolidated Statements of Comprehensive Income
(in millions of dollars)
|
Fiscal years ended
|
||||||||||||
|
September 28,
2024
|
September 30,
2023
|
October 1,
2022
|
||||||||||
|
Net income
|
$
|
|
$
|
|
$
|
|
||||||
|
Currency translation
|
|
|
(
|
)
|
||||||||
|
Pension and postretirement benefits
|
|
(
|
)
|
|
||||||||
|
Derivative instruments
|
(
|
)
|
|
|
||||||||
|
Other comprehensive (loss) income
|
|
|
(
|
)
|
||||||||
|
Comprehensive income
|
$
|
|
$
|
|
$
|
|
||||||
See notes to consolidated financial statements.
Consolidated Balance Sheets
(in millions of dollars)
|
September 28,
2024
|
September 30,
2023
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Accounts receivable
|
|
|
||||||
|
Inventories
|
|
|
||||||
|
Prepaid expenses and other current assets
|
|
|
||||||
|
Total current assets
|
|
|
||||||
|
Property, plant and equipment
|
|
|
||||||
|
Goodwill and intangible assets
|
|
|
||||||
|
Right-of-use assets
|
|
|
||||||
|
Other assets
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
|
Liabilities and Stockholders’ Equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
|
$
|
|
||||
|
Accrued employee costs
|
|
|
||||||
|
Other current liabilities
|
|
|
||||||
|
Current portion of long-term debt
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
Long-term debt
|
|
|
||||||
|
Deferred income taxes
|
|
|
||||||
|
Employee benefit obligations
|
|
|
||||||
|
Operating lease liabilities
|
|
|
||||||
|
Other long-term liabilities
|
|
|
||||||
|
Total liabilities
|
|
|
||||||
|
Stockholders’ equity:
|
||||||||
|
Common stock (
|
|
|
||||||
|
Additional paid-in capital
|
|
|
||||||
|
Retained earnings
|
|
|
||||||
|
Accumulated other comprehensive loss
|
(
|
)
|
(
|
)
|
||||
|
Total stockholders’ equity
|
|
|
||||||
|
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
||||
See notes to consolidated financial statements.
Consolidated Statements of Cash Flows
(in millions of dollars)
|
Fiscal years ended
|
||||||||||||
|
September 28,
2024
|
September 30,
2023
|
October 1,
2022
|
||||||||||
|
Cash Flows from Operating Activities:
|
||||||||||||
|
Net income
|
$
|
|
$
|
|
$
|
|
||||||
|
Adjustments to reconcile net cash from operating activities:
|
||||||||||||
|
Depreciation
|
|
|
|
|||||||||
|
Amortization of intangibles
|
|
|
|
|||||||||
|
Non-cash interest (income) expense
|
(
|
)
|
(
|
)
|
|
|||||||
|
Share-based compensation expense
|
|
|
|
|||||||||
|
Deferred income tax
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Other non-cash operating activities, net
|
|
|
(
|
)
|
||||||||
|
Loss on divestitures
|
|
|
|
|||||||||
|
Settlement of derivatives
|
|
|
|
|||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable
|
(
|
)
|
|
(
|
)
|
|||||||
|
Inventories
|
(
|
)
|
|
(
|
)
|
|||||||
|
Prepaid expenses and other assets
|
(
|
)
|
|
|
||||||||
|
Accounts payable and other liabilities
|
|
(
|
)
|
(
|
)
|
|||||||
|
Net cash from operating activities
|
|
|
|
|||||||||
|
Cash Flows from Investing Activities:
|
||||||||||||
|
Additions to property, plant and equipment, net
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Acquisition of businesses
|
(
|
)
|
(
|
)
|
|
|||||||
|
Divestiture of businesses
|
|
|
|
|||||||||
|
Settlement of net investment hedges
|
|
|
|
|||||||||
|
Net cash from investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Cash Flows from Financing Activities:
|
||||||||||||
|
Proceeds from long-term borrowings
|
|
|
|
|||||||||
|
Repayment of long-term borrowings
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Proceeds from issuance of common stock
|
|
|
|
|||||||||
|
Repurchase of common stock
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Dividends paid
|
(
|
)
|
(
|
)
|
|
|||||||
|
Debt financing costs
|
(
|
)
|
(
|
)
|
|
|||||||
|
Net cash from financing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Effect of currency translation on cash
|
|
|
(
|
)
|
||||||||
|
Net change in cash and cash equivalents
|
(
|
)
|
(
|
)
|
|
|||||||
|
Cash and cash equivalents at beginning of period
|
|
|
|
|||||||||
|
Cash and cash equivalents at end of period
|
$
|
|
$
|
|
$
|
|
||||||
See notes to consolidated financial statements.
Consolidated Statements of Changes in Stockholders’ Equity
(in millions of dollars)
|
Common Stock
|
Additional
Paid-in Capital
|
Accumulated Other
Comprehensive Loss
|
Retained
Earnings
|
Total
|
||||||||||||||||
|
Balance at October 2, 2021
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||
|
Net income
|
|
|
|
|
|
|||||||||||||||
|
Other comprehensive loss
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
|
Share-based compensation
|
|
|
|
|
|
|||||||||||||||
|
Proceeds from issuance of common stock
|
|
|
|
|
|
|||||||||||||||
|
Common stock repurchased and retired
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
||||||||||||
|
Balance at October 1, 2022
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||
|
Net income
|
|
|
|
|
|
|||||||||||||||
|
Other comprehensive income
|
|
|
|
|
|
|||||||||||||||
|
Share-based compensation
|
|
|
|
|
|
|||||||||||||||
|
Proceeds from issuance of common stock
|
|
|
|
|
|
|||||||||||||||
|
Common stock repurchased and retired
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
||||||||||||
|
Dividends paid
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Balance at September 30, 2023
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||
|
Net income
|
|
|
|
|
|
|||||||||||||||
|
Other comprehensive income
|
|
|
|
|
|
|||||||||||||||
|
Share-based compensation
|
|
|
|
|
|
|||||||||||||||
|
Proceeds from issuance of common stock
|
|
|
|
|
|
|||||||||||||||
|
Common stock repurchased and retired
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
||||||||||||
|
Dividends paid
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Balance at September 28, 2024
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||
See notes to consolidated financial statements.
Notes to Consolidated Financial Statements
(in millions of dollars, except as otherwise noted)
1. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Berry and its subsidiaries, all of which includes our wholly owned and majority owned subsidiaries. The
Company has certain foreign subsidiaries that report on a calendar period basis which we consolidate into our respective fiscal period. Intercompany accounts and transactions have been eliminated in consolidation.
In February 2024, the Company announced plans for a spin-off and merger of our Health, Hygiene & Specialties Global Nonwovens and Films business ("HHNF") with Glatfelter
Corporation ("GLT"). See Note 12. Subsequent Events.
Revenue Recognition and Accounts Receivable
Our revenues are primarily derived from the sale of non-woven, flexible and rigid products. Revenue is recognized when performance obligations are
satisfied, in an amount reflecting the consideration to which the Company expects to be entitled. We consider the promise to transfer products to be our sole performance obligation. If the consideration agreed to in a contract includes a variable
amount, we estimate the amount of consideration we expect to be entitled to in exchange for transferring the promised goods to the customer using the most likely amount method. Our main sources of variable consideration are customer rebates. There
are no material instances where variable consideration is constrained and not recorded at the initial time of sale. Generally, our revenue is recognized at a point in time for standard promised goods at the time of shipment, when title and risk of
loss pass to the customer. The accrual for customer rebates was $106 million and $106 million at September 28, 2024 and September 30, 2023, respectively, and is included in Other current liabilities on the Consolidated Balance Sheets. The Company disaggregates revenue based on reportable business
segment, geography, and significant product line. See Note 10. Segment and Geographic Data.
Accounts receivable are presented net of allowance for credit losses of $19 million and $19 million at September 28, 2024 and September 30, 2023, respectively. The Company records current
expected credit losses based on a variety of factors 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
periods presented.
The Company has entered into various factoring agreements to sell certain receivables to third-party financial institutions. Agreements which result in true
sales of the transferred receivables, which occur when receivables are transferred without recourse to the Company, are reflected as a reduction of trade receivables on the consolidated balance sheets and the proceeds are included in the cash flows
from operating activities in the consolidated statements of cash flows.
Research and Development
Research and development costs are expensed when incurred. The Company incurred research and development expenditures of $72 million, $82 million, and $81 million in fiscal 2024, 2023, and 2022, respectively.
Share-Based Compensation
The Company recognized total share-based compensation expense of $46
million, $42 million, and $39 million
for fiscal 2024, 2023, and 2022, respectively. The share-based compensation plan is more fully described in Note 9. Stockholders’ Equity.
Foreign Currency
For the non-U.S. subsidiaries that account in a functional currency other than U.S. dollars, assets and liabilities are translated into U.S. dollars using period-end exchange
rates. Sales and expenses are translated at the average exchange rates in effect during the period. Foreign currency translation gains and losses are included as a component of Accumulated other comprehensive loss within Stockholders’ equity. Gains
and losses resulting from foreign currency transactions are included in the Consolidated Statements of Income.
Cash and Cash Equivalents
All highly liquid investments purchased with a maturity of three months or less from the time of purchase are considered to be cash equivalents.
Inventories
Inventories are stated at the lower of cost or net realizable value and are valued using the first-in, first-out method. Management periodically reviews inventory
balances, using recent and future expected sales to identify slow-moving and/or obsolete items. The cost of spare parts is charged to cost of goods sold when purchased. We evaluate our reserve for inventory obsolescence on a quarterly basis and review
inventory on-hand to determine future salability. We base our determinations on the age of the inventory and the experience of our personnel. We reserve inventory that we deem to be not salable in the quarter in which we make the determination. We
believe, based on past history and our policies and procedures, that our net inventory is salable. Inventory as of fiscal 2024 and 2023 was:
|
Inventories:
|
2024
|
2023
|
||||||
|
Finished goods
|
$
|
|
$
|
|
||||
|
Raw materials
|
|
|
||||||
|
$
|
|
$
|
|
|||||
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is computed primarily by the straight-line method over the estimated useful lives of the
assets ranging from 15 to 40 years
for buildings and improvements, 2 to 20 years
for machinery, equipment, and tooling, and over the term of the agreement for capital leases. Leasehold improvements are depreciated over the shorter of the useful life of the improvement or the lease term. Repairs and maintenance costs are charged
to expense as incurred. Property, plant and equipment as of fiscal 2024 and 2023 was:
|
Property, plant and equipment:
|
2024
|
2023
|
||||||
|
Land, buildings and improvements
|
$
|
|
$
|
|
||||
|
Equipment and construction in progress
|
|
|
||||||
|
|
|
|||||||
|
Less accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
|
$
|
|
$
|
|
|||||
Long-lived Assets
Long-lived assets, including property, plant and equipment and definite lived intangible assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and
Equipment,” whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to
generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations.
Goodwill
The changes in the carrying amount of goodwill by reportable segment are as follows:
|
Consumer Packaging
International
|
Consumer
Packaging
North America
|
Flexibles
|
Health,
Hygiene
& Specialties
|
Total
|
||||||||||||||||
|
Balance as of fiscal 2022
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Foreign currency translation adjustment
|
|
|
|
|
|
|||||||||||||||
|
Acquisitions
|
|
|
|
|
|
|||||||||||||||
|
Balance as of fiscal 2023
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Foreign currency translation adjustment
|
|
(
|
)
|
|
|
|
||||||||||||||
|
Acquistions
|
|
|
|
|
|
|||||||||||||||
|
Dispositions
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Balance as of fiscal 2024
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
In fiscal year 2024, the Company completed a qualitative
analysis to evaluate impairment of goodwill and concluded that it was more likely than not that the fair value for each reporting unit exceeded the carrying amount. We reached this conclusion based on the stable valuations within the packaging
industry and operating results of our reporting units. As a result of our annual impairment evaluations the Company concluded that no
impairment existed in fiscal 2024.
Deferred Financing Fees
Deferred financing fees are amortized to interest expense using the effective interest method over the lives of the respective debt agreements. Pursuant to ASC 835-30, the
Company presents $31 million and $34
million as of fiscal 2024 and fiscal 2023,
respectively, of debt issuance and deferred financing costs on the balance sheet as a deduction from the carrying amount of the related debt liability, instead of a deferred charge.
Intangible Assets
The changes in the carrying amount of intangible assets are as follows:
|
Customer
Relationships
|
Trademarks
|
Other
Intangibles
|
Accumulated
Amortization
|
Total
|
||||||||||||||||
|
Balance as of fiscal 2022
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
|
Foreign currency translation adjustment
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Amortization expense
|
—
|
—
|
—
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Acquisitions
|
|
|
|
—
|
|
|||||||||||||||
|
Balance as of fiscal 2023
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
|
Foreign currency translation adjustment
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Amortization expense
|
—
|
—
|
—
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Acquisitions
|
|
|
|
—
|
|
|||||||||||||||
|
Balance as of fiscal 2024
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
Customer relationships are being amortized using an accelerated amortization method which corresponds with the customer attrition rates used in the initial valuation of the
intangibles over the estimated life of the relationships which range from 5 to 17 years . Definite lived trademarks are being amortized using the straight-line method over the estimated life of the assets which are not more than 15 years . Other intangibles, which include technology and licenses, are being amortized using the straight-line method over the estimated life of the assets which range from 5 to 14 years . The Company has trademarks that
total $248 million that are indefinite lived and we test annually for impairment on the first day of the fourth quarter. We completed the annual
impairment test of our indefinite lived trade names utilizing the qualitative method in each year and noted no
Future amortization expense for definite lived intangibles as of fiscal 2024
for the next five fiscal years is $225 million, $210
million, $176 million, $153 million,
and $133 million each year for fiscal years ending 2025, 2026, 2027, 2028, and 2029, respectively.
Insurable Liabilities
The Company records liabilities for the self-insured portion of workers’ compensation, health, product, general and auto liabilities. The determination of these liabilities
and related expenses is dependent on claims experience. For most of these liabilities, claims incurred but not yet reported are estimated based upon historical claims experience.
Leases
The Company 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 present value of lease payments over the lease term using our incremental borrowing rate on a collateralized basis. Short-term leases, with original lease
terms of less than one year, are not recognized on the balance sheet. We are party to certain leases, namely for manufacturing facilities, which offer renewal options to extend the original lease term. Renewal options are included in the right-of-use
asset and lease liability based on our assessment of the probability that the options will be exercised. See Note 5. Commitments, Leases and Contingencies.
At September 28, 2024,
annual lease commitments were as follows:
|
Fiscal Year
|
Operating Leases
|
Finance Leases
|
||||||
|
2025
|
$
|
|
$
|
|
||||
|
2026
|
|
|
||||||
|
2027
|
|
|
||||||
|
2028
|
|
|
||||||
|
2029
|
|
|
||||||
|
Thereafter
|
|
|
||||||
|
Total lease payments
|
|
|
||||||
|
Less: Interest
|
(
|
)
|
(
|
)
|
||||
|
Present value of lease liabilities
|
$
|
|
$
|
|
||||
Income Taxes
The Company accounts for income taxes under the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future
tax consequence of events that have been recognized in the Company’s financial statements or income tax returns. Income taxes are recognized during the period in which the underlying transactions are recorded. Deferred taxes, with the exception of
non-deductible goodwill, are provided for temporary differences between amounts of assets and liabilities as recorded for financial reporting purposes and such amounts as measured by tax laws. If the Company determines that a deferred tax asset
arising from temporary differences is not likely to be utilized, the Company will establish a valuation allowance against that asset to record it at its expected realizable value. The Company recognizes uncertain tax positions when it is more likely
than not that the tax position will be sustained upon examination by relevant taxing authorities, based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of
being realized upon ultimate settlement. The Company’s effective tax rate is dependent on many factors including: the impact of enacted tax laws in jurisdictions in which the Company operates; the amount of earnings by jurisdiction, due to varying
tax rates in each country; and the Company’s ability to utilize foreign tax credits related to foreign taxes paid on foreign earnings that will be remitted to the U.S.
Comprehensive Income (Loss)
Comprehensive income (loss) is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) includes net unrealized gains or losses
resulting from currency translations of foreign subsidiaries, changes in the value of our derivative instruments and adjustments to the pension liability.
The accumulated balances related to each component of other comprehensive income (loss), net of tax before reclassifications were as
follows:
|
Currency
Translation
|
Defined Benefit
Pension and Retiree
Health Benefit Plans
|
Derivative
Instruments
|
Accumulated Other
Comprehensive Loss
|
|||||||||||||
|
Balance as of fiscal 2021
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Other comprehensive income (loss)
|
(
|
)
|
|
|
(
|
)
|
||||||||||
|
Net amount reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
||||||||||||
|
Balance as of fiscal 2022
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||
|
Other comprehensive income (loss)
|
|
(
|
)
|
|
|
|||||||||||
|
Net amount reclassified from accumulated other comprehensive income (loss)
|
|
|
(
|
)
|
(
|
)
|
||||||||||
|
Balance as of fiscal 2023
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||
|
Other comprehensive income (loss)
|
|
|
(
|
)
|
|
|||||||||||
|
Net amount reclassified from accumulated other comprehensive income (loss)
|
|
|
(
|
)
|
(
|
)
|
||||||||||
|
Balance as of fiscal 2024
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Pension
The accounting for our pension plans requires us to recognize the overfunded or underfunded status of the pension plans on our balance sheet. The selection of assumptions is
based on historical trends and known economic and market conditions at the time of valuation, as well as independent studies of trends performed by our actuaries. Pension benefit costs include assumptions for the discount rate, mortality rate,
retirement age, and expected return on plan assets. Retiree medical plan costs include assumptions for the discount rate, retirement age, and health-care-cost trend rates. We review annually the discount rate used to calculate the present value of
pension plan liabilities. The discount rate used at each measurement date is set based on a high-quality corporate bond yield curve, derived based on bond universe information sourced from reputable third-party indices, data providers, and rating
agencies. In countries where there is no deep market in corporate bonds, we have used a government bond approach to set the discount rate. In evaluating other assumptions, the Company considers many factors, including an evaluation of expected return
on plan assets and the health-care-cost trend rates of other companies; historical assumptions compared with actual results; an analysis of current market conditions and asset allocations; and the views of advisers.
Net Income Per Share
The Company calculates basic net income per share based on the weighted-average number of outstanding common shares. The Company calculates diluted net income per share
based on the weighted-average number of outstanding common shares plus the effect of dilutive securities.
Use of Estimates
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make extensive use of estimates and
assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of sales and expenses. Actual results could differ materially from these estimates. Changes in estimates
are recorded in results of operations in the period that the event or circumstances giving rise to such changes occur.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reporting Segment Disclosures." The ASU was issued to
improve reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss. This guidance is
effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and applied retrospectively to all prior periods presented in the financial
statements. The Company is currently evaluating the impact of adopting this guidance.
In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures."
The ASU was issued to improve transparency and disclosure requirements for the rate reconciliation, income taxes paid and other tax disclosures. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early
adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this guidance.
2. Acquisitions and Dispositions
F&S Tool Inc.
In April 2024, the Company acquired F&S Tool Inc. (“F&S”), a leading manufacturer of high output, high efficiency injection molding applications, for
a purchase price of $68 million. The Company used existing liquidity to finance the acquisition, and the business is operated within the Consumer
Packaging North America segment. The F&S acquisition has been accounted for under the purchase method of accounting, and has not finalized the allocation of the purchase price to the fair value of the assets and liabilities assumed. The
preliminary estimated fair value of assets acquired and liabilities assumed consisted of working capital of $3 million, property and equipment of
$19 million, intangible assets of $22
million, goodwill of $35 million, and net other long-term liabilities of $11 million. 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.
Divestitures
During fiscal 2024, the Company completed the sale of its Promens Vehicles and Strata
businesses, which were operated in the Consumer Packaging International segment for net proceeds of $25 million and $22 million, respectively.
In fiscal 2023, the Promens Vehicles business recorded net sales of $111
million and Strata recorded $56 million.
3. Long-Term Debt
Long-term
debt consists of the following:
|
Facility
|
Maturity Date
|
2024
|
2023
|
||||||
|
Term loan
|
|
$
|
|
$
|
|
||||
|
Term loan
|
|
|
|
||||||
|
Revolving line of credit
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
Debt discounts and deferred fees
|
(
|
)
|
(
|
)
|
|||||
|
Finance leases and other
|
Various
|
|
|
||||||
|
Total long-term debt
|
|
|
|||||||
|
Current portion of long-term debt
|
(
|
)
|
(
|
)
|
|||||
|
Long-term debt, less current portion
|
$
|
|
$
|
|
|||||
| (a) |
|
During fiscal 2024, the Company extended the maturity date of $1,550
million of its outstanding term loans to July 2029. In addition, the Company issued $800 million aggregate principal amount of 5.65 % First Priority Senior Secured Notes due 2034, and another $800 million aggregate principal amount of 5.80 % First Priority Senior Secured Notes
due 2031. The proceeds from the 5.65 % First Priority Notes were used to prepay the 0.95 % First Priority Senior Secured Notes due in February 2024 and a portion of the existing term loan due in July 2026. The proceeds from the 5.80 % First Priority Notes were used to repurchase a portion of the 4.875 % First
Priority Senior Secured Notes due in July 2026 and to prepay a portion of the existing term loan due in July 2026
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 on the Consolidated Statements of Income through maturity.
Berry Global, Inc. Senior Secured Credit Facility
Our wholly owned subsidiary Berry Global, Inc.’s senior secured credit facilities consist of $1.5 billion of term loans and a $1.0 billion asset-based revolving line of credit. The
availability under the revolving line of credit is the lesser of $1.0 billion or based on a defined borrowing base which is calculated based on
available accounts receivable and inventory. At the end of the fiscal year, the Company had unused borrowing capacity of $802 million under the
revolving line of credit.
The term loan facility is payable upon maturity. The Company may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or
penalty, other than customary “breakage” costs with respect to eurodollar loans. All obligations under the senior secured credit facilities are unconditionally guaranteed
by the Company and, subject to certain exceptions, each of the Company’s existing and future direct and indirect domestic subsidiaries. The guarantees of those obligations are secured by substantially all of the Company’s assets as well as those of
each domestic subsidiary guarantor.
Despite not having financial maintenance covenants, our debt agreements contain certain negative covenants. We are in compliance with all covenants as of September 28, 2024. The failure to comply
with these negative covenants could restrict our ability to incur additional indebtedness, effect acquisitions, enter into certain significant business combinations, make distributions or redeem indebtedness.
Future maturities of long-term debt as of fiscal year end 2024 are as
follows:
|
Fiscal Year
|
Maturities
|
||
|
2025
|
$
|
|
|
|
2026
|
|
||
|
2027
|
|
||
|
2028
|
|
||
|
2029
|
|
||
|
Thereafter
|
|
||
|
$
|
|
||
Net cash interest was $425 million, $377 million, and $281 million in fiscal 2024, 2023, and 2022, respectively.
4. 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 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 and qualify 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 a foreign operation.
To the extent hedging relationships are found to be effective, changes in the fair value of the derivatives are offset by changes in the fair value of the related hedged item
and recorded to Accumulated other comprehensive loss. Changes in the fair value of a derivative not designated as a hedge, are recorded to the Consolidated Statements of Income.
Cross-Currency Swaps
The Company is party to certain cross-currency swaps to hedge a portion of our foreign currency
risk. Both the euro (€1,625 million) and the pound
sterling (£700 million) swap agreements mature in June
2026. In addition to cross-currency swaps, we hedge a portion of our foreign currency risk by designating foreign currency denominated long-term debt as net investment hedges of certain foreign operations. As of September 28, 2024, we had outstanding long-term debt of €379 million that was designated as a hedge of our net investment in certain
euro-denominated foreign subsidiaries. When valuing cross-currency swaps the Company utilizes Level 2 inputs (substantially observable).
Interest Rate Swaps
During fiscal 2024, the Company elected to cash settle existing interest rate swaps and received net proceeds of $26 million. The offset is included in Accumulated other comprehensive loss and is being amortized to Interest expense through the term of the original swaps. Following the
settlement, the Company entered into interest rate swaps with matching notional amounts with expiration in June 2029.
As of September 28, 2024, the Company effectively had (i) a $450 million interest rate swap transaction that swaps a one-month
variable contract for a fixed annual rate of 4.553 %,
(ii) a $400 million interest rate swap transaction that swaps a one-month variable SOFR contract for a fixed annual rate of 4.008 %, (iii) a $500 million interest rate swap transaction that swaps a one-month
variable SOFR contract for a fixed annual rate of 4.648 %. The Company's interest rate swap transactions all expire in June 2029.
Balances of our derivative instruments on a gross basis are as follows:
|
Derivative Instruments
|
Hedge Designation
|
Balance Sheet Location
|
2024
|
2023
|
||||||
|
Cross-currency swaps
|
Designated
|
Other current liabilities
|
|
|
||||||
|
Cross-currency swaps
|
Designated
|
Other long-term liabilities
|
|
|
||||||
|
Interest rate swaps
|
Designated
|
Other assets
|
|
|
||||||
|
Interest rate swaps
|
Not designated
|
Other assets
|
|
|
||||||
|
Interest rate swaps
|
Designated
|
Other long-term liabilities
|
|
|
||||||
|
Interest rate swaps
|
Not designated
|
Other long-term liabilities
|
|
|
||||||
The effect of the Company’s derivative instruments on the Consolidated Statements of Income is as follows:
|
Derivative instruments
|
Statements of Income Location
|
2024
|
2023
|
2022
|
|||||||||
|
Cross-currency swaps
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Interest rate swaps
|
|
(
|
)
|
(
|
)
|
|
|||||||
The amortization related to unrealized losses in Accumulated other comprehensive loss is expected to be $19 million in the next 12 months. The Company’s financial instruments consist primarily of cash and cash equivalents, long-term debt, interest rate swap agreements, cross-currency swap
agreements and capital lease obligations. The book value of our long-term indebtedness exceeded fair value by $35 million as of fiscal 2024 and by $381 million as of fiscal 2023. The Company’s long-term debt fair values were determined using Level 2 inputs as other significant observable inputs were not available.
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.
Included in the following tables are the major categories of assets and their current carrying values, along with the impairment loss recognized on
the fair value measurement for the fiscal years then ended:
|
2024
|
||||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Impairment
|
||||||||||||||||
|
Indefinite lived trademarks
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Goodwill
|
|
|
|
|
|
|||||||||||||||
|
Definite lived intangible assets
|
|
|
|
|
|
|||||||||||||||
|
Property, plant and equipment
|
|
|
|
|
|
|||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
2023
|
||||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Impairment
|
||||||||||||||||
|
Indefinite lived trademarks
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Goodwill
|
|
|
|
|
|
|||||||||||||||
|
Definite lived intangible assets
|
|
|
|
|
|
|||||||||||||||
|
Property, plant and equipment
|
|
|
|
|
|
|||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
5. Commitments, Leases and Contingencies
The Company has various purchase commitments for raw materials, supplies and property and equipment incidental to the ordinary conduct of business.
Collective Bargaining Agreements
At the end of fiscal 2024, we employed approximately 42,000 employees, and approximately 19 % of those
employees were covered by collective bargaining agreements. The majority of these agreements are due for renegotiation annually.
Leases
Supplemental lease information is as follows:
|
Leases
|
Classification
|
2024
|
2023
|
||||||
|
Operating leases:
|
|||||||||
|
Operating lease right-of-use assets
|
|
$
|
|
$
|
|
||||
|
Current operating lease liabilities
|
|
|
|
||||||
|
Noncurrent operating lease liabilities
|
|
|
|
||||||
|
Finance leases:
|
|||||||||
|
Finance lease right-of-use assets
|
|
$
|
|
$
|
|
||||
|
Current finance lease liabilities
|
|
|
|
||||||
|
Noncurrent finance lease liabilities
|
|
|
|
||||||
|
Lease Type
|
Cash Flow Classification
|
Lease Expense Category
|
2024
|
2023
|
||||||||
|
Operating leases
|
Operating cash flows
|
Lease cost
|
$
|
|
$
|
|
||||||
|
Finance leases
|
Operating cash flows
|
Interest expense
|
|
|
||||||||
|
Finance leases
|
Financing cash flows
|
—
|
|
|
||||||||
|
Finance leases
|
—
|
Amortization of right-of-use assets
|
|
|
||||||||
|
2024
|
2023
|
|||||||
|
Weighted-average remaining lease term - operating leases
|
|
|
||||||
|
Weighted-average remaining lease term - finance leases
|
|
|
||||||
|
Weighted-average discount rate - operating leases
|
|
%
|
|
%
|
||||
|
Weighted-average discount rate - finance leases
|
|
%
|
|
%
|
||||
Right-of-use assets obtained in exchange for new operating lease liabilities were $106 million for fiscal 2024.
Litigation
The Company is party to various legal proceedings involving routine claims which are incidental to its business. Although the Company’s legal and financial liability with
respect to such proceedings cannot be estimated with certainty, the Company believes that any ultimate liability would not be material to its financial position, results of operations or cash flows.
6. Income Taxes
The Company is being taxed at the U.S. corporate level as a C-Corporation and has provided U.S. Federal, State and foreign income taxes. Significant components of income tax
expense for the fiscal years ended are as follows:
|
2024
|
2023
|
2022
|
||||||||||
|
Current
|
||||||||||||
|
U.S.
|
||||||||||||
|
Federal
|
$
|
|
$
|
|
$
|
|
||||||
|
State
|
|
|
|
|||||||||
|
Non-U.S.
|
|
|
|
|||||||||
|
Total current
|
|
|
|
|||||||||
|
Deferred:
|
||||||||||||
|
U.S.
|
||||||||||||
|
Federal
|
(
|
)
|
(
|
)
|
|
|||||||
|
State
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Non-U.S.
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Total deferred
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Expense for income taxes
|
$
|
|
$
|
|
$
|
|
||||||
U.S. income from continuing operations before income taxes was $363
million, $375 million, and $449
million for fiscal 2024, 2023,
and 2022, respectively. Non-U.S. income from continuing operations before income taxes was $248 million, $367 million, and $485 million for fiscal 2024, 2023, and 2022, respectively. The Company paid cash taxes of $274 million, $240 million, and $186 million in fiscal 2024, 2023, and 2022, respectively.
The reconciliation between U.S. Federal income taxes at the statutory rate and the Company’s benefit for income taxes on continuing operations for fiscal years ended are as
follows:
|
2024
|
2023
|
2022
|
||||||||||
|
U.S. Federal income tax expense at the statutory rate
|
$
|
|
$
|
|
$
|
|
||||||
|
Adjustments to reconcile to the income tax provision:
|
||||||||||||
|
U.S. state income tax expense
|
|
|
|
|||||||||
|
Federal and state credits
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Share-based compensation
|
(
|
)
|
|
(
|
)
|
|||||||
|
Tax law changes
|
|
|
(
|
)
|
||||||||
|
Withholding taxes
|
|
|
|
|||||||||
|
Changes in foreign valuation allowance
|
|
|
(
|
)
|
||||||||
|
Foreign income taxed in the U.S.
|
|
|
|
|||||||||
|
Rate differences between U.S. and foreign
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Uncertain tax positions, net
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Other
|
(
|
)
|
(
|
)
|
|
|||||||
|
Expense for income taxes
|
$
|
|
$
|
|
$
|
|
||||||
Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net
deferred income tax liability as of fiscal years ended are as follows:
|
2024
|
2023
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Accrued liabilities and reserves
|
$
|
|
$
|
|
||||
|
Inventories
|
|
|
||||||
|
Net operating loss carryforward
|
|
|
||||||
|
Interest expense carryforward
|
|
|
||||||
|
Derivatives
|
|
|
||||||
|
Lease liability
|
|
|
||||||
|
Research and development credit carryforward
|
|
|
||||||
|
Federal and state tax credits
|
|
|
||||||
|
Capitalization research and development expenditures
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total deferred tax assets
|
|
|
||||||
|
Valuation allowance
|
(
|
)
|
(
|
)
|
||||
|
Total deferred tax assets, net of valuation allowance
|
|
|
||||||
|
Deferred tax liabilities:
|
||||||||
|
Property, plant and equipment
|
|
|
||||||
|
Intangible assets
|
|
|
||||||
|
Derivatives
|
|
|
||||||
|
Leased asset
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total deferred tax liabilities
|
|
|
||||||
|
Net deferred tax liability
|
$
|
(
|
)
|
$
|
(
|
)
|
||
The Company had $169 million of net deferred tax assets recorded in
Other assets, and $475 million of net deferred tax liabilities recorded in Deferred income taxes on the Consolidated Balance Sheets.
As of September 28, 2024, the Company has recorded deferred tax
assets related to federal, state, and foreign net operating losses, interest expense, and tax credits. These attributes are spread across multiple jurisdictions and generally have expiration periods beginning in 2025 while a portion remains available
indefinitely. Each attribute has been assessed for realization and a valuation allowance is recorded against the deferred tax assets to bring the net amount recorded to the amount more likely than not to be realized. The valuation allowance against
deferred tax assets was $133 million and $114
million as of the fiscal years ended 2024 and 2023,
respectively, related to the foreign and U.S. federal and state operations.
The Company is permanently reinvested except to the extent the foreign earnings are previously taxed or to the extent that we have sufficient basis in our non-U.S.
subsidiaries to repatriate earnings on an income tax free basis.
Uncertain Tax Positions
The following table summarizes the activity related to our gross unrecognized tax benefits for fiscal years ended:
|
2024
|
2023
|
|||||||
|
Beginning unrecognized tax benefits
|
$
|
|
$
|
|
||||
|
Gross increases – tax positions in prior periods
|
|
|
||||||
|
Gross decreases – tax positions in prior periods
|
(
|
)
|
(
|
)
|
||||
|
Gross increases – current period tax positions
|
|
|
||||||
|
Gross increases – from acquisition
|
|
|
||||||
|
Settlements
|
(
|
)
|
|
|||||
|
Lapse of statute of limitations
|
(
|
)
|
(
|
)
|
||||
|
Ending unrecognized tax benefits
|
$
|
|
$
|
|
||||
As of fiscal year end 2024, the amount of unrecognized tax
benefit that, if recognized, would affect our effective tax rate was $97 million and we had $30 million accrued for payment of interest and penalties related to our uncertain tax positions. Our penalties and interest related to uncertain tax positions are included in income tax expense.
As a result of global operations, we file income tax returns in the U.S. federal, various state and local, and foreign jurisdictions and are routinely subject to examination
by taxing authorities throughout the world. Excluding potential adjustments to net operating losses, the U.S. federal and state income tax returns are no longer subject to income tax assessments for years before 2019. With few exceptions, the major
foreign jurisdictions are no longer subject to income tax assessments for year before 2016.
7. Retirement Plans
The Company sponsors defined contribution retirement plans covering substantially all employees. Contributions are based upon a fixed dollar amount for employees who
participate and percentages of employee contributions at specified thresholds. Contribution expense for these plans was $40 million, $40 million, and $42 million for fiscal 2024, 2023, and 2022, respectively.
The majority of the North American and UK defined benefit pension plans, which cover certain manufacturing facilities, are closed to future entrants. The assets of all the
plans are held in a separate trustee administered fund to meet long-term liabilities for past and present employees. The majority, $68 million,
of Mainland Europe’s total underfunded status relates to non-contributory pension plans within our German operations. There is no external funding for these plans although they are secured by insolvency insurance required under German law. In
general, the plans provide a fixed retirement benefit not related to salaries and are closed to new entrants.
The net amount of liability recognized is included in Employee Benefit Obligations on the Consolidated Balance Sheets. The Company uses fiscal year end as a
measurement date for the retirement plans.
|
2024
|
2023
|
|||||||||||||||||||||||||||||||
|
Change in Projected
Benefit Obligations (PBO)
|
North
America
|
UK
|
Mainland
Europe
|
Total
|
North
America
|
UK
|
Mainland
Europe
|
Total
|
||||||||||||||||||||||||
|
Beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
Service cost
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Interest cost
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Currency
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Actuarial loss (gain)
|
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
Benefit settlements
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
Benefits paid
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
End of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
2024
|
2023
|
|||||||||||||||||||||||||||||||
|
Change in Fair
Value of Plan Assets
|
North
America
|
UK
|
Mainland
Europe
|
Total
|
North
America
|
UK
|
Mainland
Europe
|
Total
|
||||||||||||||||||||||||
|
Beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
Currency
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Return on assets
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||
|
Contributions
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Benefit settlements
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
Benefits paid
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
End of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
Underfunded status
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||
At the end of fiscal 2024, the Company had $59 million of net unrealized losses recorded in Accumulated other comprehensive loss on the Consolidated Balance Sheets. The Company expects less than $1 million to be realized in fiscal 2025.
The following table presents key weighted-average assumptions used to determine benefit obligation and benefit cost for the fiscal years ended:
|
(Percentages)
|
2024
|
||||||||
|
North America
|
UK
|
Mainland Europe
|
|||||||
|
Weighted-average assumptions:
|
|||||||||
|
Discount rate for benefit obligation
|
|
|
|
||||||
|
Discount rate for net benefit cost
|
|
|
|
||||||
|
Expected return on plan assets for net benefit costs
|
|
|
|
||||||
|
(Percentages)
|
2023
|
||||||||
|
North America
|
UK
|
Mainland Europe
|
|||||||
|
Weighted-average assumptions:
|
|||||||||
|
Discount rate for benefit obligation
|
|
|
|
||||||
|
Discount rate for net benefit cost
|
|
|
|
||||||
|
Expected return on plan assets for net benefit costs
|
|
|
|
||||||
In evaluating the expected return on plan assets, Berry considered its historical assumptions compared with actual results, an analysis of current market conditions, asset
allocations, and the views of advisors. The return on plan assets is derived from target allocations and historical yield by asset type. A one quarter of a percentage point reduction of expected return on pension assets, mortality rate or discount
rate applied to the pension liability would result in an immaterial change to the Company’s pension expense.
In accordance with the guidance from the FASB for employers’ disclosure about postretirement benefit plan assets the table below discloses fair values of each pension plan asset
category and level within the fair value hierarchy in which it falls. There were no material changes or transfers between level 3 assets and the other levels.
|
Fiscal 2024
Asset Category
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
U.S. large cap comingled equity funds
|
|
|
|
|
||||||||||||
|
U.S. mid cap equity mutual funds
|
|
|
|
|
||||||||||||
|
U.S. small cap equity & Corporate bond mutual funds
|
|
|
|
|
||||||||||||
|
International equity mutual funds
|
|
|
|
|
||||||||||||
|
Real estate equity investment funds
|
|
|
|
|
||||||||||||
|
Corporate bonds
|
|
|
|
|
||||||||||||
|
International fixed income funds
|
|
|
|
|
||||||||||||
|
International insurance policies
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Fiscal 2023
Asset Category
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
U.S. large cap comingled equity funds
|
|
|
|
|
||||||||||||
|
U.S. mid cap equity mutual funds
|
|
|
|
|
||||||||||||
|
U.S. small cap equity & Corporate bond mutual funds
|
|
|
|
|
||||||||||||
|
International equity mutual funds
|
|
|
|
|
||||||||||||
|
Real estate equity investment funds
|
|
|
|
|
||||||||||||
|
Corporate bonds
|
|
|
|
|
||||||||||||
|
International fixed income funds
|
|
|
|
|
||||||||||||
|
International insurance policies
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid for the fiscal year end:
|
North America
|
UK
|
Mainland Europe
|
Total
|
|||||||||||||
|
2025
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
2026
|
|
|
|
|
||||||||||||
|
2027
|
|
|
|
|
||||||||||||
|
2028
|
|
|
|
|
||||||||||||
|
2029
|
|
|
|
|
||||||||||||
|
2030-2034
|
|
|
|
|
||||||||||||
Net pension expense is recorded in and included
the following components as of fiscal years ended:
|
2024
|
2023
|
2022
|
||||||||||
|
Service cost
|
$
|
|
$
|
|
$
|
|
||||||
|
Interest cost
|
|
|
|
|||||||||
|
Amortization of net actuarial loss
|
|
|
|
|||||||||
|
Expected return on plan assets
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net periodic benefit expense (income)
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Our defined benefit pension plan asset allocations as of fiscal years ended are as follows:
|
Asset Category
|
2024
|
2023
|
||||||
|
Equity securities and equity-like instruments
|
|
%
|
|
%
|
||||
|
Debt securities and debt-like
|
|
|
||||||
|
International insurance policies
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total
|
|
%
|
|
%
|
||||
The Company’s retirement plan assets are invested with the objective of providing the plans the ability to fund current and future benefit payment requirements while
minimizing annual Company contributions. The retirement plans held $15 million of the Company’s stock at the end of fiscal 2024. The Company re-addresses the allocation of its investments on a regular basis.
8. Business Consolidation and Other Activities
In fiscal 2023, the Company initiated business consolidation cost savings initiatives including
plant rationalization, in all four segments as part a
2023 cost savings initiative plan. The Company currently expects total business consolidation cash and non-cash expense to be approximately $250 million, with the operations savings intended to counter general economic softness. The initiatives are expected to be fully implemented by the end of fiscal 2025. During
fiscal 2024, 2023, and 2022 the Company did no
The table below includes the significant components of our business consolidation and other activities recognized for the fiscal years ended, by reporting
segment:
|
2024
|
2023
|
2022
|
||||||||||
|
Consumer Packaging International
|
$
|
|
$
|
|
$
|
|
||||||
|
Consumer Packaging North America
|
|
|
|
|||||||||
|
Flexibles
|
|
|
|
|||||||||
|
Health, Hygiene & Specialties
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
Other activities consist of acquisition, divestiture and other business optimization related costs. The table below sets forth the activity
with respect to the charges and the impact on our accrued reserves:
|
Business Consolidation (a)
|
||||||||||||||||||||
|
Employee Severance
and Benefits
|
Facility
Exit Costs
|
Non-cash
Impairment Charges
|
Other
Activities
|
Total
|
||||||||||||||||
|
Balance as of fiscal 2022
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Charges
|
|
|
|
|
|
|||||||||||||||
|
Non-cash items
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
|
Cash
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||||
|
Balance as of fiscal 2023
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Charges
|
|
|
|
|
|
|||||||||||||||
|
Non-cash items
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
Cash
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||||
|
Balance as of fiscal 2024
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
| (a) |
Since 2022,
cumulative costs attributed to business consolidation programs total $
|
9. Stockholders’ Equity
Share Repurchases
During fiscal 2024, the Company repurchased approximately 2.0 million shares for $120 million, at an
average price of $59.39 . During fiscal 2023,
the Company repurchased approximately 9.8 million shares for $607 million, at an average price of $61.00 . During fiscal 2022, the Company repurchased approximately 12.2
million shares for $709 million, at an average price of $58.30 .
All share repurchases were immediately retired. Common stock was reduced by the number of shares retired at $0.01 321 million remain available to the Company.
Equity Incentive Plans
The Company has shareholder-approved stock plans under which options and restricted stock units have been
granted to employees at the market value of the Company's stock on the date of grant. In fiscal 2021, the Company amended the 2015 Berry Global Group, Inc. Long-Term Incentive Plan to authorize the issuance of 20.8 million shares, an increase of 8.3 million shares from the previous authorization. The intrinsic value of options exercised in fiscal 2024 was $34 million.
Information related to the equity incentive plans as of the fiscal years ended are as follows:
|
2024
|
2023
|
|||||||||||||||
|
Number
of Shares
(in thousands)
|
Weighted
Average
Exercise Price
|
Number
of Shares
(in thousands)
|
Weighted
Average
Exercise Price
|
|||||||||||||
|
Options outstanding, beginning of period
|
|
$
|
|
|
$
|
|
||||||||||
|
Options granted
|
|
|
|
|
||||||||||||
|
Options exercised
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Options forfeited or cancelled
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Options outstanding, end of period
|
|
$
|
|
|
$
|
|
||||||||||
|
Option price range at end of period
|
$
|
|
$
|
|
||||||||||||
|
Options exercisable at end of period
|
|
|
||||||||||||||
|
Weighted average fair value of options granted during period
|
$
|
|
$
|
|
||||||||||||
Generally, options vest annually in equal installments commencing one year from the date of grant and have a vesting term of either or five years , depending on the grant date, and an expiration term of 10 years from the date of grant. The fair value for options granted has been estimated at
the date of grant using a Black-Scholes model using the following key assumptions:
|
2024
|
2023
|
2022
|
||||||||||
|
Risk-free interest rate
|
|
%
|
|
%
|
|
%
|
||||||
|
Dividend yield
|
|
%
|
|
%
|
|
%
|
||||||
|
Volatility factor
|
|
%
|
|
%
|
|
%
|
||||||
The following table summarizes information about the options outstanding as of fiscal 2024:
|
Intrinsic Value
of Outstanding
(in millions)
|
Weighted
Remaining
Contractual Life
|
Number
Exercisable
(in thousands)
|
Intrinsic Value
of Exercisable
(in millions)
|
Unrecognized
Compensation
(in millions)
|
Weighted
Recognition
Period
|
|||||||||||
|
$
|
|
|
|
$
|
|
$
|
|
|
||||||||
The Company's issued restricted stock units generally vest in equal installments over four years . Compensation cost is recorded based upon the fair value of the shares at the grant date.
|
2024
|
2023
|
|||||||||||||||
|
Number
of Shares
(in thousands)
|
Weighted
Average
Grant Price
|
Number
of Shares
(in thousands)
|
Weighted
Average
Grant Price
|
|||||||||||||
|
Awards outstanding, beginning of period
|
|
$
|
|
|
$
|
|
||||||||||
|
Awards granted
|
|
|
|
|
||||||||||||
|
Awards vested
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Awards forfeited or cancelled
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Awards outstanding, end of period
|
|
$
|
|
|
$
|
|
||||||||||
The Company had equity incentive shares available for grant of 2.9
million and 5.0 million as of September 28, 2024
and September 30, 2023, respectively.
10. Segment and Geographic Data
Berry’s operations are organized into four reporting segments:
Consumer Packaging International, Consumer Packaging North America, Flexibles, and Health, Hygiene & Specialties. The structure is designed to align us with our customers, provide improved service, and drive future growth in a cost efficient
manner.
Selected information by reportable segment is presented in the following tables:
|
2024
|
2023
|
2022
|
||||||||||
|
Net sales
|
||||||||||||
|
Consumer Packaging International
|
$
|
|
$
|
|
$
|
|
||||||
|
Consumer Packaging North America
|
|
|
|
|||||||||
|
Flexibles
|
|
|
|
|||||||||
|
Health, Hygiene & Specialties
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
Operating income
|
||||||||||||
|
Consumer Packaging International
|
$
|
|
$
|
|
$
|
|
||||||
|
Consumer Packaging North America
|
|
|
|
|||||||||
|
Flexibles
|
|
|
|
|||||||||
|
Health, Hygiene & Specialties
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
Depreciation and amortization
|
||||||||||||
|
Consumer Packaging International
|
$
|
|
$
|
|
$
|
|
||||||
|
Consumer Packaging North America
|
|
|
|
|||||||||
|
Flexibles
|
|
|
|
|||||||||
|
Health, Hygiene & Specialties
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
2024
|
2023
|
|||||||
|
Total assets:
|
||||||||
|
Consumer Packaging International
|
$
|
|
$
|
|
||||
|
Consumer Packaging North America
|
|
|
||||||
|
Flexibles
|
|
|
||||||
|
Health, Hygiene & Specialties
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
Selected information by geographical region is presented in the following tables:
|
2024
|
2023
|
2022
|
||||||||||
|
Net sales:
|
||||||||||||
|
United States and Canada
|
$
|
|
$
|
|
$
|
|
||||||
|
Europe
|
|
|
|
|||||||||
|
Rest of world
|
|
|
|
|||||||||
|
Total net sales
|
$
|
|
$
|
|
$
|
|
||||||
|
2024
|
2023
|
|||||||
|
Long-lived assets:
|
||||||||
|
United States and Canada
|
$
|
|
$
|
|
||||
|
Europe
|
|
|
||||||
|
Rest of world
|
|
|
||||||
|
Total long-lived assets
|
$
|
|
$
|
|
||||
Selected information by product line is presented in the following tables:
|
(in percentages)
|
2024
|
2023
|
2022
|
|||||||||
|
Net sales:
|
||||||||||||
|
Packaging
|
|
%
|
|
%
|
|
%
|
||||||
|
Non-packaging
|
|
|
|
|||||||||
|
Consumer Packaging International
|
|
%
|
|
%
|
|
%
|
||||||
|
Containers & Food Service
|
|
%
|
|
%
|
|
%
|
||||||
|
Closures, Bottles & Specialties
|
|
|
|
|||||||||
|
Consumer Packaging North America
|
|
%
|
|
%
|
|
%
|
||||||
|
Core Films
|
|
%
|
|
%
|
|
%
|
||||||
|
Retail & Industrial
|
|
|
|
|||||||||
|
Flexibles
|
|
%
|
|
%
|
|
%
|
||||||
|
Health
|
|
%
|
|
%
|
|
%
|
||||||
|
Hygiene
|
|
|
|
|||||||||
|
Specialties
|
|
|
|
|||||||||
|
Health, Hygiene & Specialties
|
|
%
|
|
%
|
|
%
|
||||||
11. Net Income per Share
Basic net income or earnings per share ("EPS") is calculated by dividing the net income attributable to common stockholders by the weighted-average number of
common shares outstanding during the period, without consideration for common stock equivalents. Diluted EPS includes the effects of options and restricted stock units, if dilutive.
The following tables provide a reconciliation of the numerator and denominator of the basic and diluted EPS calculations:
|
(in millions, except per share amounts)
|
2024
|
2023
|
2022
|
|||||||||
|
Numerator
|
||||||||||||
|
Consolidated net income
|
$
|
|
$
|
|
$
|
|
||||||
|
Denominator
|
||||||||||||
|
Weighted average common shares outstanding - basic
|
|
|
|
|||||||||
|
Dilutive shares
|
|
|
|
|||||||||
|
Weighted average common and common equivalent shares outstanding - diluted
|
|
|
|
|||||||||
|
Per common share earnings
|
||||||||||||
|
Basic
|
$
|
|
$
|
|
$
|
|
||||||
|
Diluted
|
$
|
|
$
|
|
$
|
|
||||||
12. Subsequent Events
Closing of Spin-Off
In February 2024, the Company announced plans for a spin-off and merger of our Health, Hygiene & Specialties Global Nonwovens and Films business (HHNF) with Glatfelter
Corporation (GLT). The spin-off occurred on November 4, 2024 and the historical business will be presented as a Discontinued Operation in future filings.
Tapes
On November 24, 2024, the Company entered into a definitive agreement to sell its Specialty Tapes business (“Tapes”) for a headline purchase price of $540 million, which will be subject to a number of closing adjustments. The Tapes business is currently operated within the Flexibles segment, and had annual
revenues of $340 million in fiscal 2024 and $331
million in fiscal 2023. The transaction is expected to be completed by early 2025, subject to customary closing conditions. The Company anticipates a book gain will be recorded at the time of disposition, but is not calculable until the closing
adjustments have been finalized.
Entry into Merger Agreement
On November 19, 2024, the Company announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Amcor plc, a Jersey public company
(“Amcor”) and Aurora Spirit, Inc., a Delaware corporation and wholly-owned subsidiary of Amcor (“Merger Sub”). The Merger Agreement provides for, among other things and subject to the satisfaction or waiver of specified conditions set forth therein,
the merger of Merger Sub with and into Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Amcor. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the
“Effective Time”), each share of the Company’s common stock issued and outstanding (excluding shares held by the Company as treasury stock immediately prior to the Effective Time) will be converted into the right to receive 7.25 fully paid and nonassessable Amcor ordinary shares (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes.
The completion of the Merger is subject to certain conditions, including: (i) the adoption of the Merger Agreement by the Company’s stockholders, (ii) the approval of the
issuance of Amcor ordinary shares in the Merger by Amcor’s shareholders, (iii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the absence of any agreement
with either the Federal Trade Commission or Antitrust Division of the Department of Justice not to complete the Merger, (iv) the receipt of other required regulatory approvals, (v) the absence of any order or law that has the effect of enjoining or
otherwise prohibiting the completion of the Merger, (vi) the approval for listing of the Amcor ordinary shares to be issued in connection with the Merger on the New York Stock Exchange and the effectiveness of a registration statement on Form S-4 with
respect to such ordinary shares, (vii) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (viii) performance in all material respects by each party of its respective obligations under the Merger
Agreement and (ix) the absence of certain changes that have had, or would reasonably be expected to have, a material adverse effect with respect to each of the Company and Amcor.
Amcor will be required to pay the Company a termination fee equal to $260
million in specified circumstances, including if Amcor terminates the Merger Agreement to enter into a superior proposal or if the Company terminates the Merger Agreement following a change of recommendation by Amcor’s Board of Directors, in each case,
subject to the terms and conditions of the Merger Agreement. The Company will be required to pay Amcor a termination fee equal to $260 million in
specified circumstances, including if the Company terminates the Merger Agreement to enter into a superior proposal or if Amcor terminates the Merger Agreement following a change of recommendation by the Company’s Board of Directors, in each case,
subject to the terms and conditions of the Merger Agreement.
The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger
Agreement, a copy of which is attached as Exhibit 2.1 to the Current Report on Form 8-K/A filed by the Company on November 19, 2024 and which is incorporated herein by reference.
As a result of the Merger, the distribution by the Company of the wholly-owned subsidiary that owned the HHNF business at the time of the spin-off (“Spinco”) that occurred on
November 4, 2024 (the “Distribution”) may be a taxable transaction to the Company for U.S. federal income tax purposes. If the Distribution were determined to be taxable to the Company, the taxable gain recognized by the Company, if any, would be
immaterial based on the Company’s adjusted tax basis in Spinco immediately prior to the Distribution.
Other
In , the Company's Board of Directors authorized a
quarterly cash dividend of $0.31 per share. The first fiscal quarter payment will be paid on December 16, 2024 to shareholders of record as of December 2, 2024 .
None.
Evaluation of disclosure controls and procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to
be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In connection with the preparation of this Form 10-K, management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 28, 2024. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of September 28, 2024.
Management’s Report on Internal Controls over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our
management, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s internal controls over financial reporting were effective as of September 28, 2024.
The effectiveness of our internal control over financial reporting as of September 28, 2024, has been audited by the Company’s independent registered public accounting firm, as stated in their report, which
is included herein.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended September 28, 2024 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Rule 10b5-1 Trading Plans
No officers or directors, as defined in Rule 16a-1(f), adopted terminated
None.
PART III
Except as set forth below, the information required by this Item is incorporated herein by reference to our definitive Proxy Statement to be filed in connection with the 2025 Annual Meeting of Stockholders.
We have a Global Code of Business Ethics that applies to all directors and employees, including our Chief Executive Officer and senior financial officers. We also have
adopted a Supplemental Code of Ethics, which is in addition to the standards set by our Global Code of Business Ethics, in order to establish a higher level of expectation for the most senior leaders of the Company. Our Global Code of Business Ethics
and Supplemental Code of Ethics can be obtained, free of charge, by contacting our corporate headquarters or can be obtained from the Corporate Governance section of the Investors page on the Company’s internet site. In the event that we make changes
in, or provide waivers from, the provision of the Code of Business Ethics that the SEC requires us to disclose, we will disclose these events in the corporate governance section of our website within four business days following the date of such
amendment or waiver.
We have also adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and colleagues
that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. A copy of the Company’s insider trading policy has been filed as Exhibit 19 to this Annual
Report on Form 10-K.
The information required by this Item is incorporated herein by reference to our definitive Proxy Statement to be filed in connection with the 2025 Annual Meeting of Stockholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item, is incorporated herein by reference to our definitive Proxy Statement to be filed in connection with the 2025 Annual Meeting of Stockholders.
The information required by this Item is incorporated herein by reference to our definitive Proxy Statement to be filed in connection with the 2025 Annual Meeting of Stockholders.
The information required by this Item is incorporated herein by reference to our definitive Proxy Statement to be filed in connection with the 2025 Annual Meeting of Stockholders.
PART IV
| 1. |
Financial Statements
|
The financial statements listed under Item 8 are filed as part of this report.
| 2. |
Financial Statement Schedules
|
Schedules have been omitted because they are either not applicable or the required information has been disclosed in the financial statements or notes
thereto.
| 3. |
Exhibits
|
The exhibits listed on the Exhibit Index immediately following the signature page of this annual report are filed as part of this report.
None.
|
Exhibit No
|
Description of Exhibit
|
||
|
Rule 2.7 Announcement, dated as of March 8, 2019 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March
14, 2019).
|
|||
|
Co-Operation Agreement, dated as of March 8, 2019, by and among Berry Global Group, Inc., Berry Global International Holdings Limited and RPC Group
Plc (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on March 14, 2019).
|
|||
|
RMT Transaction Agreement, dated February 6, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc., Glatfelter Corporation, Treasure
Merger Sub I, Inc. and Treasure Merger Sub II, LLC . (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on February 12, 2024).
|
|||
|
Agreement and Plan of Merger, dated as of November 19, 2024, by and among Berry Global Group, Inc., Amcor plc and Aurora Spirit, Inc. (incorporated by
reference to Exhibit 2.1 to the Company's Current Report on Form 8-K/A filed on November 19, 2024).
|
|||
|
Amended and Restated Certificate of Incorporation of Berry Global Group, Inc., as amended through February 14, 2024 (incorporated by reference to
Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2024).
|
|||
|
Amended and Restated Bylaws of Berry Global Group, Inc., as amended and restated effective as of February 14, 2024 (incorporated by reference to
Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 15, 2024).
|
|||
|
Form of common stock certificate of Berry Plastics Group, Inc. (incorporated by reference to Exhibit 4.27 of Amendment No. 5 to the Company’s
Registration Statement on Form S-1 filed on September 19, 2012).
|
|||
|
Indenture, by and between Berry Global Escrow Corporation and U.S. Bank Trust Company National Association (as successor to U.S. Bank National
Association), as Trustee and Collateral Agent, relating to the 4.875% First Priority Senior Secured Notes due 2026, dated June 5, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 6, 2019).
|
|||
|
Supplemental Indenture, among Berry Global Group, Inc., Berry Global, Inc., Berry Global Escrow Corporation, each of the parties identified as a
Subsidiary Guarantor thereon, and U.S. Bank Trust Company National Association (as successor to U.S. Bank National Association), as Trustee, relating to the 4.875% First Priority Senior Secured Notes due 2026, dated July 1, 2019 (incorporated
by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 2, 2019).
|
|||
|
Indenture, by and between Berry Global Escrow Corporation and U.S. Bank Trust Company National Association (as successor to U.S. Bank National
Association), as Trustee and Collateral Agent, relating to the 5.625% Second Priority Senior Secured Notes due 2027, dated June 5, 2019 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 6,
2019).
|
|||
|
Supplemental Indenture, among Berry Global Group, Inc., Berry Global, Inc., Berry Global Escrow Corporation, each of the parties identified as a
Subsidiary Guarantor thereon, and U.S. Bank Trust Company National Association (as successor to U.S. Bank National Association), as Trustee, relating to the 5.625% Second Priority Senior Secured Notes due 2027, dated July 1, 2019 (incorporated
by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 2, 2019).
|
|||
|
Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank Trust Company National Association (as successor to U.S. Bank
National Association), as Trustee and Collateral Agent, and Elavon Financial Services DAC, as Paying Agent, Transfer Agent and Registrar, relating to the 1.00% First Priority Senior Secured Notes due 2025 and 1.50% First Priority Senior Secured
Notes due 2027, dated January 2, 2020 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 2, 2020).
|
|||
|
Indenture among Berry Global, Inc., certain guarantors party thereto, U.S. Bank Trust Company National Association (as successor to U.S. Bank National
Association), as Trustee and Collateral Agent, relating to the 1.57% First Priority Senior Secured Notes due 2026, dated December 22, 2020 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December
23, 2020).
|
|||
|
First Supplemental Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank Trust Company National Association (as successor
to U.S. Bank National Association), as Trustee and Collateral Agent, relating to the 1.57% First Priority Senior Secured Notes due 2026, dated March 4, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K
filed on March 4, 2021).
|
|||
|
Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank Trust Company National Association (as successor to U.S. Bank
National Association), as Trustee and Collateral Agent, relating to the 1.65% First Priority Senior Secured Notes due 2027, dated June 14, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June
14, 2021).
|
|||
|
Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee and Collateral Agent,
relating to the 5.50% First Priority Senior Secured Notes due 2028, dated March 30, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 30, 2023).
|
|||
|
Indenture, dated January 17, 2024, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank Trust Company, National Association, as
Trustee and Collateral Agent, relating to the 5.650% First Priority Senior Secured Notes due 2034, (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 17, 2024).
|
|||
|
Indenture, dated May 28, 2024, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee
and Collateral Agent, relating to the 5.800% First Priority Senior Secured Notes due 2031, (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 28, 2024).
|
|||
|
Registration Rights Agreement, by and between Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global, Inc. identified therein,
and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 1.57% First Priority Senior Secured Notes due 2026 (incorporated by reference to Exhibit
4.2 to the Company’s Current Report on Form 8-K filed on December 23, 2020).
|
|||
|
Registration Rights Agreement, dated March 4, 2021, by and between Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global, Inc.
identified therein, and Citigroup Global Markets Inc. Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 1.57% First Priority Senior Secured
Notes due 2026 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 5, 2021).
|
|
Registration Rights Agreement, by and between Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global, Inc. identified therein,
and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 1.65% First Priority Senior Secured Notes due 2027
(incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 14, 2021).
|
|||
|
Registration Rights Agreement, by and between Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global, Inc. identified therein,
and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 5.50% First Priority Senior Secured Notes due 2028
(incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 30, 2023).
|
|||
|
Registration Rights Agreement, dated January 17, 2024, by and between Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global,
Inc. identified therein, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 5.650% First Priority Senior
Secured Notes due 2034 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 17, 2024).
|
|||
|
Registration Rights Agreement, dated May 28, 2024, by and between Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global, Inc.
identified therein, and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 5.800% First Priority Senior Secured
Notes due 2031 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 28, 2024).
|
|||
|
Description of Securities (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 10-K filed on November 11, 2019).
|
|||
|
$1,000,000,000 Fourth Amended and Restated Revolving Credit Agreement, dated as of June 22, 2023, by and among Berry Global, Inc., Berry Global Group,
Inc., Berry Plastics Canada Inc., RPC Group Limited, the lenders party thereto, Bank of America, N.A., as collateral agent and administrative agent, and the financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q filed on August 9, 2023).
|
|||
|
U.S. $1,200,000,000 Second Amended and Restated Credit Agreement, dated as of April 3, 2007, by and among Berry Plastics Corporation formerly known as
Berry Plastics Holding Corporation, Berry Plastics Group, Inc., Credit Suisse, Cayman Islands Branch, as collateral and administrative agent, the lenders party thereto from time to time, and the other financial institutions party thereto
(incorporated by reference to Exhibit 10.1(b) to Berry Plastics Corporation’s Current Report on Form 8-K filed on April 10, 2007).
|
|||
|
Second Amended and Restated Intercreditor Agreement, dated as of February 5, 2008, by and among Berry Plastics Group, Inc., Berry Plastics
Corporation, certain subsidiaries identified as parties thereto, Bank of America, N.A. and Credit Suisse, Cayman Islands Branch as first lien agents, and U.S. Bank Trust Company National Association, as successor in interest to Wells Fargo
Bank, N.A., as trustee (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on November 23, 2015).
|
|||
|
U.S. $1,147,500,000 and $814,375,000 Incremental Assumption Agreement, dated as of February 10, 2017 by and among Berry Plastics Group, Inc., Berry
Plastics Corporation 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 K
lender and Citibank, N.A., as incremental term L lender therein. (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on November 21, 2017).
|
|||
|
U.S. $1,644,750,000 and $498,750,000 Incremental Assumption Agreement, dated as of August 10, 2017, by and among Berry Plastics Group, Inc., Berry
Plastics Corporation 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, Wells Fargo Bank, National
Association, as initial Term M lender and Wells Fargo Bank, National Association, as initial Term N lender therein (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on November 21, 2017).
|
|||
|
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. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 7, 2018).
|
|
U.S. $ 1,644,750,000 and $496,250,000 Incremental Assumption Agreement and Amendment, dated as of February 12, 2018, 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 Q lender, and Citibank, N.A., as initial Term R lender therein (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2018).
|
|||
|
U.S. $800,000,000 and $814,375,000 Incremental Assumption Agreement, dated as of May 16, 2018, 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 S lender, and
Citibank, N.A., as initial Term T lender therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2018).
|
|||
|
Cooperation Agreement, dated November 22, 2022, by and among Berry Global Group, Inc., Ancora Catalyst Institutional, LP, Eminence Capital, L.P. and
the other persons and entities listed thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 23, 2022).
|
|||
|
Amended and Restated Cooperation Agreement, dated October 18, 2023, by and among Berry Global Group,
Inc., Ancora Catalyst Institutional, LP, Eminence Capital, L.P. and the other persons and entities listed thereto (incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed on October 20, 2023).
|
|||
|
Amendment and Waiver to Equipment Lease Agreement, dated as of January 19, 2011, between Chicopee, Inc., as Lessee and Gossamer
Holdings, LLC, as Lessor (incorporated by reference to Exhibit 10.16 to AVINTIV Specialty Materials Inc.’s Registration Statement Form S-4 filed on October 25, 2011).
|
|||
|
Second Amendment to Equipment Lease Agreement, dated as of October 7, 2011, between Chicopee, Inc., as Lessee and Gossamer
Holdings, LLC, as Lessor (incorporated by reference to Exhibit 10.17 to AVINTIV Specialty Materials Inc.’s Registration Statement Form S-4 filed on October 25, 2011).
|
|||
|
Third Amendment to Equipment Lease Agreement, dated as of February 28, 2012, between Chicopee, Inc., as Lessee and Gossamer
Holdings, LLC, as Lessor (incorporated by reference to Exhibit 10.1 to AVINTIV Specialty Materials Inc.’s Quarterly Report on Form 10-Q filed on May 15, 2012).
|
|||
|
Fourth Amendment to Equipment Lease Agreement, dated as of March 22, 2013, between Chicopee, Inc., as Lessee and Gossamer
Holdings, LLC, as Lessor (incorporated by reference to Exhibit 10.1 to AVINTIV Specialty Materials Inc.’s Quarterly Report on Form 10-Q filed on May 9, 2013).
|
|||
|
†
|
Berry Plastics Group, Inc. Executive Bonus Plan, amended and restated December 22, 2015, effective as of September 27, 2015
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 28, 2015).
|
||
|
†
|
Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.27 to the Company’s Annual
Report on Form 10-K filed on December 17, 2012).
|
||
|
†
|
Amendment No. 1 to the Berry Plastics Group, Inc., 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.31 to
the Company’s Annual Report on Form 10-K filed on December 11, 2013).
|
||
|
†
|
Omnibus amendment to awards granted under the Berry Plastics Group, Inc., 2012 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed on December 11, 2013).
|
||
|
†
|
Amendment No. 2 to the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed on March 10, 2015).
|
||
|
†
|
Form of 2016 Omnibus Amendment to Awards Granted Under the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (incorporated
by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 22, 2016).
|
||
|
†
|
2015 Berry Plastics Group, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current
Report on Form 8-K filed on March 10, 2015).
|
||
|
†
|
First Amendment to 2015 Berry Plastics Group, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on March 6, 2018).
|
||
|
†
|
Form of 2016 Omnibus Amendment to Awards Granted Under the Berry Plastics Group, Inc. 2015 Long-Term Incentive Plan (incorporated by reference to
Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 22, 2016).
|
|
†
|
Fourth Amended and Restated Stockholders Agreement, by and among Berry Plastics Group, Inc., and the stockholders of the Corporation listed on
schedule A thereto, dated as of January 15, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on January 30, 2015).
|
||
|
†
|
Employment Agreement, dated January 1, 2002, between the Berry Plastics Corporation and Curtis Begle (incorporated by reference to Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q filed on January 31, 2014).
|
||
|
†
|
Amendment No. 1 to Employment Agreement, dated as of September 13, 2006, by and between the Berry Plastics Corporation and Curtis Begle (incorporated
by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on January 31, 2014).
|
||
|
†
|
Amendment No. 2 to Employment Agreement, dated December 31, 2008, by and between the Berry Plastics Corporation and Curtis Begle (incorporated by
reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on January 31, 2014).
|
||
|
†
|
Amendment No. 3 to Employment Agreement, dated August 1, 2010, by and between the Berry Plastics Corporation and Curtis L. Begle (incorporated by
reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on January 31, 2014).
|
||
|
†
|
Amendment No. 4 to Employment Agreement, dated December 16, 2011, by and between the Berry Plastics Corporation and Curtis L. Begle (incorporated by
reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on January 31, 2014).
|
||
|
†
|
Employment Agreement, dated February 28, 1998, between Berry Plastics Corporation and Mark Miles, together with amendments dated February 28, 2003,
September 13, 2006, December 31, 2008, and December 31, 2011 (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed on November 30, 2016).
|
||
|
†
|
Form of Amendment to Employment Agreement by and between Berry Plastics Corporation and each of Curtis L Begle, Mark W. Miles, and Thomas E. Salmon
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 22, 2016).
|
||
|
†
|
Senior Executive Employment Contract dated as of September 30, 2015 by and 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) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on February 7, 2018).
|
||
|
†
|
Employment Agreement, dated December 16, 2010, between Berry Plastics Corporation and Jason Greene, together with amendments dated December 31, 2011
and July 20, 2016 (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K filed on November 23, 2020).
|
||
|
†
|
Amended and Restated Berry Global Group, Inc. 2015 Long-Term Incentive Plan, effective February 24, 2021 (incorporated by reference to Exhibit 10.1 to
the Company’s Current Report on Form 8-K filed on February 25, 2021).
|
||
|
†
|
Form of Employee Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on November 30, 2020).
|
||
|
†
|
Form of Employee Performance-Based Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K
filed on November 30, 2020).
|
||
|
†
|
Form of Director Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K
filed on November 30, 2020).
|
||
|
†
|
Employment Agreement, dated August 11, 2023, among Kevin Kwilinski, Berry Global Group, Inc., and Berry Global, Inc. (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 17, 2023).
|
||
|
†
|
Memorandum of Understanding, dated August 11, 2023, among Thomas E. Salmon, Berry Global Group, Inc., and Berry Global, Inc. (incorporated by
reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 17, 2023).
|
||
|
†
|
Berry Global Group, Inc. 2022 Dividend Equivalent Rights Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form
10-Q filed on February 2, 2023).
|
||
|
†
|
Form of Notice of Dividend Equivalent Rights Award under the Berry Global Group, Inc. 2022 Dividend Equivalent Rights Plan (incorporated by reference
to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on February 2, 2023).
|
||
|
†
|
Separation and Distribution Agreement, dated February 6, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter Corporation
(incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K/A filed on February 12, 2024).
|
|
Tax Matters Agreement, dated February 6, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter Corporation (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on February 12, 2024).
|
|||
|
Employee Matters Agreement, dated February 6, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter Corporation
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed on February 12, 2024).
|
|||
|
*
|
First Amendment to the Employee Matters Agreement, dated July 8, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter
Corporation.
|
||
|
*
|
Second Amendment to the Employee Matters Agreement, dated September 25, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and
Glatfelter Corporation.
|
||
|
*
|
Third Amendment to the Employee Matters Agreement, dated October 24, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter
Corporation.
|
||
|
*
|
Fourth Amendment to the Employee Matters Agreement, dated November 1, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and
Glatfelter Corporation.
|
||
|
*
|
Insider Trading Policies and Procedures.
|
||
|
*
|
Subsidiaries of the Registrant.
|
||
|
*
|
List of Subsidiary Guarantors.
|
||
|
*
|
Consent of Independent Registered Public Accounting Firm.
|
||
|
*
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
|
||
|
*
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
|
||
|
*
|
Section 1350 Certification of the Chief Executive Officer.
|
||
|
*
|
Section 1350 Certification of the Chief Financial Officer.
|
||
|
†*
|
Berry Global Group, Inc. Amended and Restated Compensation Recovery Policy.
|
||
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
||
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
||
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
||
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
||
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
||
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
||
|
104
|
Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).
|
| * |
Filed or furnished herewith, as applicable.
|
| † |
Management contract or compensatory plan or arrangement.
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 26th day of November, 2024.
|
BERRY GLOBAL GROUP, INC.
|
|||
|
By
|
/s/ Kevin Kwilinski
|
||
|
Kevin Kwilinski
|
|||
|
Chief Executive Officer
|
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities
and on the dates indicated:
|
Signature
|
Title
|
Date
|
||
|
/s/ Stephen E. Sterrett
|
Chairman of the Board and Director
|
November 26, 2024
|
||
|
Stephen E. Sterrett
|
||||
|
/s/ Kevin Kwilinski
|
Chief Executive Officer and Director (Principal Executive Officer)
|
November 26, 2024
|
||
|
Kevin Kwilinski
|
||||
|
/s/ Mark W. Miles
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
November 26, 2024
|
||
|
Mark W. Miles
|
||||
|
/s/ B. Evan Bayh
|
Director
|
November 26, 2024
|
||
|
B. Evan Bayh
|
||||
|
/s/ Jonathan F. Foster
|
Director
|
November 26, 2024
|
||
|
Jonathan F. Foster
|
||||
|
/s/ James T. Glerum, Jr.
|
Director
|
November 26, 2024
|
||
|
James T. Glerum, Jr.
|
||||
|
/s/ Meredith R. Harper
|
Director
|
November 26, 2024
|
||
|
Meredith R. Harper
|
||||
|
/s/ Idalene F. Kesner
|
Director
|
November 26, 2024
|
||
|
Idalene F. Kesner
|
||||
|
/s/ Jill A. Rahman
|
Director
|
November 26, 2024
|
||
|
Jill A. Rahman
|
||||
|
/s/ Chaney M. Sheffield, Jr.
|
Director
|
November 26, 2024
|
||
|
Chaney M. Sheffield Jr.
|
||||
|
/s/ Robert A. Steele
|
Director
|
November 26, 2024
|
||
|
Robert A. Steele
|
||||
|
/s/ Peter T. Thomas
|
Director
|
November 26, 2024
|
||
|
Peter T. Thomas
|
Exhibit 10.46
Execution Version
FIRST AMENDMENT TO
EMPLOYEE MATTERS AGREEMENT
This FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT (this “Amendment”) is made on this 8th day of July, 2024, by and among BERRY GLOBAL GROUP, INC., a Delaware corporation (“Remainco”),
TREASURE HOLDCO, INC., a Delaware corporation and a wholly owned indirect Subsidiary of Remainco (“Spinco”), and GLATFELTER CORPORATION, a Pennsylvania corporation (“RMT Partner”).
RECITALS
WHEREAS, on February 6, 2024, Remainco, Spinco, and RMT Partner entered into that certain
Employee Matters Agreement (the “EMA”);
WHEREAS, Section 8.2(b) and Section 8.2(c) of the EMA currently provide that, upon or
following the Closing, Spinco Employees, other than certain Spinco Employees identified on Exhibit A thereto, with (i) outstanding Remainco Option Awards will receive a RMT Partner Option Award denominated in RMT Partner Common Stock as a
replacement for the Remainco Option Awards and (ii) unvested Remainco DER Awards will receive a RMT Partner DER Award denominated in RMT Partner Common Stock as a replacement for the Remainco DER Awards;
WHEREAS, Remainco, Spinco and RMT Partner desire to amend the EMA to provide that any unvested
Remainco Option Awards and any unvested Remainco DER Awards held by Spinco Employees will be cancelled and replaced with RMT Partner RSU Awards;
WHEREAS, Remainco, Spinco and RMT Partner desire to amend the EMA to provide that each
outstanding vested Remainco Option Award held by Spinco Employees as of the Closing will continue to be denominated in Remainco Common Stock and, upon the Closing, shall be treated as if the Spinco Employee terminated employment with the Remainco
Group due to “Retirement,” as defined in the Remainco Option Awards;
WHEREAS, Remainco, Spinco and RMT Partner desire to amend the EMA to update Exhibit A
to the EMA; and
WHEREAS, amendment of the EMA is permitted pursuant to Section 13.7 thereof with the written
consent of each of Remainco, Spinco and RMT Partner.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and
covenants contained in this Amendment, the Parties, intending to be legally bound hereby, agree as follows:
1. The definition of “Remainco DER Award” in Section 1.1 of the EMA is hereby deleted in its entirety, and inserted in lieu thereof is the following:
“‘Remainco DER Award’ means a unit representing a general unsecured promise by Remainco to deliver a cash payment, upon satisfaction of a vesting requirement with respect to
a Remainco Option Award and/or a Remainco RSU Award.”
2. The definition of “RMT Partner DER Award” in Section 1.1 of the EMA is hereby deleted in its entirety and all references to “RMT Partner DER Award” in the EMA are hereby removed.
3. Section 8.2(b) of the EMA is hereby deleted in its entirety, and inserted in lieu thereof is the following:
“(b) Remainco Stock Option Awards Held By Spinco Employees as of Signing.
(i) Vested Options. Upon or following the Closing, each vested Remainco Option Award, or vested portion of a Remainco Option
Award, as applicable, held by a Spinco Employee that was granted prior to the date of this Agreement and is outstanding as of the Closing shall remain outstanding and shall not be converted or exchanged for RMT Partner Option Awards or any other form
of RMT Partner Equity Compensation and shall be treated as if the Spinco Employee terminated employment with the Remainco Group due to “retirement” (as defined in the applicable Remainco Option Award agreement). Each vested Remainco Option Award, or
vested portion of a Remainco Option Award, as applicable, shall otherwise be subject to the same terms and conditions as the terms and conditions applicable to the Remainco Option Award immediately prior to the Closing.
(ii) Unvested Options. Upon or following the Closing, each unvested Remainco Option Award, or unvested portion of a Remainco Option
Award, as applicable, held by a Spinco Employee, other than certain Spinco employees identified on Exhibit A to this Agreement, that was granted prior to the date of this Agreement and is outstanding as of the Closing shall be cancelled and
RMT Partner shall issue to each such Spinco Employee a RMT Partner RSU Award. The number of shares of RMT Partner Common Stock to which such RMT Partner RSU Award relates shall be equal to the quotient, rounded up to the nearest whole number of
shares, obtained by dividing (1) the economic value of the unvested Remainco Option Awards, determined using a stock option pricing model which takes into account the unvested Remainco DER Awards relating to such unvested Remainco Option Awards,
immediately prior to the Closing by (2) the value of a share of RMT Partner Common Stock on the Closing Date. In all events the issuance of the RMT Partner RSU Award shall provide the same economic benefit to
such Spinco Employee as the economic benefit that would have been provided under each unvested Remainco Option Award held by the Spinco Employee immediately before Closing. Any RMT Partner RSU Award issued in accordance with this Section shall be
subject to the same vesting schedule that applied to the cancelled Remainco Option Award and shall be credited with vesting service accumulated under such Remainco Option Award for purposes of calculating vesting on the RMT Partner RSU Award.”
2
4. Section 8.2(c) of the EMA is hereby deleted in its entirety, and inserted in lieu thereof is the following:
“(c) Remainco DER Awards Held By Spinco Employees as of Signing. Upon or following
the Closing, each unvested Remainco DER Award, or unvested portion of a Remainco DER Award, as applicable, held by a Spinco Employee, other than an unvested Remainco DER Award held by Spinco Employees identified on Exhibit A to this
Agreement, that was granted prior to the date hereof and is outstanding as of the Closing shall be cancelled as of the Closing. Each unvested Remainco DER Award, or unvested portion of a Remainco DER Award, as applicable, relating to an unvested
Remainco RSU Award shall be replaced with a RMT Partner RSU Award granted to the Spinco Employee by RMT Partner immediately following the Closing. The number of shares of RMT Partner Common Stock to which such RMT Partner RSU Award relates shall be
equal to the quotient, rounded up to the nearest whole number of shares, obtained by dividing (1) the cash value of the unvested Remainco DER Award, immediately prior to Closing by (2) the value of a share of
RMT Partner Common Stock on the Closing Date, and the RMT Partner RSU Award shall otherwise be subject to the same terms and conditions as the terms and conditions applicable to the corresponding unvested Remainco DER Award immediately prior to the
Closing. Remainco shall pay to any applicable Spinco Employee any unpaid but vested portion of any Remainco DER Award in cash at Closing and shall be responsible for ensuring the satisfaction of all applicable Tax payment and withholding requirements
in respect thereof, including all associated payroll and employment Taxes, and for ensuring the collection and remittance of applicable Taxes to the applicable Governmental Entity.”
5. Exhibit A to the EMA is hereby deleted in its entirety and replaced with Exhibit A in the form attached to this Amendment.
6. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the EMA.
7. This Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same
agreement. A signed copy of this Amendment delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.
8. Including as amended hereby, the EMA remains in full force and effect, is valid and binding on, and otherwise ratified by, the parties.
9. This Amendment, and the application or interpretation hereof, shall be governed exclusively by its terms and the Laws of the State of Delaware without regard to conflict of laws
principles thereof (or any other jurisdiction) to the extent that such principles would direct a matter to another jurisdiction.
3
IN WITNESS WHEREOF, Remainco, Spinco, and RMT Partner have caused this First Amendment to
Employee Matters Agreement to be duly executed as of the date first above written.
|
BERRY GLOBAL GROUP, INC.
|
||
|
By
|
||
|
Name:
|
||
|
Title:
|
||
|
TREASURE HOLDCO, INC.
|
||
|
By
|
||
|
Name:
|
||
|
Title:
|
||
|
GLATFELTER CORPORATION
|
||
|
By
|
||
|
Name:
|
||
|
Title:
|
||
[Signature Page to First Amendment to Employee Matters Agreement]
Exhibit A
|
Last Name
|
First Name
|
Last Name
|
First Name
|
|||||
|
CUI
|
YAN
|
GARRISON
|
GUY
|
|||||
|
BEGLE
|
CURTIS
|
BOGGS
|
KENNETH
|
|||||
|
SCHALK
|
ACHIM
|
GUNN
|
CHRISTOPHER
|
|||||
|
HARMON
|
PAUL
|
WADE
|
REGINA
|
|||||
|
YORK
|
TRACEY
|
DIJKSTERHUIS
|
EELCO
|
|||||
|
DYER
|
JOSEPH
|
CHIRICO
|
WILLIAM
|
|||||
|
MONSIVAIS
|
MARIA DE JESUS
|
GIORDANO
|
ERNEST
|
|||||
|
ESCHENBACHER
|
FRANK
|
COFFEY
|
SUSAN
|
|||||
|
GARDINER
|
JOHN
|
WAGONER
|
DAVID
|
|||||
|
WOLSTENHOLME
|
MICHAEL
|
ELSNER
|
PAOLA
|
|||||
|
MCNULTY
|
THOMAS
|
BURGESS
|
STEVEN
|
|||||
|
BUZZARD
|
MARK
|
LANDRETH
|
MARK
|
|||||
|
MOREEL
|
LAURENT
|
CRISTANTE
|
FRANK
|
|||||
|
FORSELL
|
MICHELE
|
HARDEE
|
DIANNA
|
|||||
|
CABE
|
MICHAEL
|
BATTEN
|
MELANIE
|
|||||
|
GRIFFON
|
DENIS
|
GREGORY
|
CHARLES
|
|||||
|
HENDERSON
|
RONALD
|
ECKERT
|
JOSEPH
|
|||||
|
WORMALD
|
PAUL
|
MERRILL
|
JAMES
|
|||||
|
LOPEZ
|
FRANCISCO
|
OROPEZA
|
PAMELA
|
|||||
|
ROELOFS
|
MARGO
|
WARD
|
STEVE
|
|||||
|
SIMON
|
STEPHANE
|
BURGER
|
DAVID
|
|||||
|
BARRICIELLO
|
VINCENZO
|
TEEGARDEN
|
LYNN
|
|||||
|
BENDER
|
LISA
|
BALTZINGER
|
GERARD
|
|||||
|
LOVEDAY
|
JACK
|
ELLIS
|
DIANNE
|
|||||
|
WEEKS
|
LISA
|
CLARK
|
CAROLYN
|
|||||
|
MICHALAK
|
ROBERT
|
MCVEY
|
ELIZABETH
|
|||||
|
LIN
|
LINDA
|
KUNDOVIC
|
HELMUT
|
|||||
|
BENZ
|
WILLIAM
|
THOMAS
|
PAMELA
|
|||||
|
MANN
|
GREGORY
|
BISHOP
|
NYLE
|
|||||
|
PARKS
|
DAVID
|
PHILLIPS
|
JACOB
|
|||||
|
HUNT
|
PAUL
|
TAFOYA
|
LUIS
|
|||||
|
VALENTI
|
ROBERT
|
CUNLIFFE
|
MATTHEW
|
|||||
|
FLAUGHER
|
JAMES
|
MARTIN
|
LYNN
|
|||||
|
GILBERT
|
WILLIE
|
HENDERSON
|
ERIC
|
|||||
|
WEILMINSTER
|
ROBERT
|
TINDALL
|
RUSSELL
|
|||||
|
WANG
|
LEI
|
GUENTHER
|
CHRISTIAN
|
|||||
|
GUERRERO
|
DANIEL
|
GOLDTHORPE
|
LISE
|
|||||
|
WANG
|
JACK
|
MANSOURI
|
BIJAN
|
|||||
|
YOUNG
|
LINDA
|
YORGANSON
|
GLENDA
|
|||||
|
MAYO
|
JERRY
|
STREET
|
JOHN
|
|||||
|
CHESSER
|
KEITH
|
OGBOMO
|
CLEMENT
|
|||||
|
TILL
|
JAMES
|
MANROA
|
TARUN
|
[Exhibit A to Employee Matters Agreement]
Exhibit 10.47
Execution Version
SECOND AMENDMENT TO
EMPLOYEE MATTERS AGREEMENT
This SECOND AMENDMENT TO EMPLOYEE MATTERS AGREEMENT (this “Amendment”) is made on this 25th day of September, 2024, by and among BERRY GLOBAL GROUP, INC., a Delaware corporation (“Remainco”),
TREASURE HOLDCO, INC., a Delaware corporation and a wholly owned indirect Subsidiary of Remainco (“Spinco”), and GLATFELTER CORPORATION, a Pennsylvania corporation (“RMT Partner”).
RECITALS
WHEREAS, Remainco, Spinco, and RMT Partner are parties to that certain Employee Matters
Agreement dated February 6, 2024, as amended July 8, 2024 (as amended, the “EMA”);
WHEREAS, Remainco, Spinco and RMT Partner desire to amend the EMA to update Exhibit A
to the EMA; and
WHEREAS, amendment of the EMA is permitted pursuant to Section 13.7 thereof with the written
consent of each of Remainco, Spinco and RMT Partner.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and
covenants contained in this Amendment, the Parties, intending to be legally bound hereby, agree as follows:
1. Exhibit A to the EMA is hereby deleted in its entirety and replaced with Exhibit A in the form attached to this Amendment.
2. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the EMA.
3. This Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same
agreement. A signed copy of this Amendment delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.
4. Including as amended hereby, the EMA remains in full force and effect, is valid and binding on, and otherwise ratified by, the parties.
5. This Amendment, and the application or interpretation hereof, shall be governed exclusively by its terms and the Laws of the State of Delaware without regard to conflict of laws principles
thereof (or any other jurisdiction) to the extent that such principles would direct a matter to another jurisdiction.
IN WITNESS WHEREOF, Remainco, Spinco, and RMT Partner have caused this Second Amendment to
Employee Matters Agreement to be duly executed as of the date first above written.
|
BERRY GLOBAL GROUP, INC.
|
||
|
By
|
||
|
Name:
|
||
|
Title:
|
||
|
TREASURE HOLDCO, INC.
|
||
|
By
|
||
|
Name:
|
||
|
Title:
|
||
|
GLATFELTER CORPORATION
|
||
|
By
|
||
|
Name:
|
||
|
Title:
|
||
[Signature Page to Second Amendment to Employee Matters Agreement]
Exhibit A
|
Last Name
|
First Name
|
||
|
BEGLE
|
CURTIS
|
||
|
BURGER
|
DAVID
|
||
|
FORSELL
|
MICHELE
|
||
|
GARRISON
|
GUY
|
||
|
GIORDANO
|
ERNEST
|
||
|
MANROA
|
TARUN
|
||
|
MICHALAK
|
ROBERT
|
||
|
TILL
|
JAMES
|
||
|
DERVAES
|
ROBERT
|
||
|
WAGONER
|
DAVID
|
||
|
BENZ
|
WILLIAM
|
||
|
BISHOP
|
NYLE
|
||
|
BURGESS
|
STEVEN
|
||
|
CABE
|
MICHAEL
|
||
|
CLARK
|
CAROLYN
|
||
|
CUNLIFFE
|
MATTHEW
|
||
|
ELLIS
|
DIANNE
|
||
|
GARDINER
|
JOHN
|
||
|
GONDHALEKAR
|
ARCHANA
|
||
|
GUERRERO
|
DANIEL
|
||
|
HARDEE
|
DIANNA
|
||
|
HARMON
|
PAUL
|
||
|
MAYO
|
JERRY
|
||
|
MCVEY
|
ELIZABETH
|
||
|
OROPEZA
|
PAMELA
|
||
|
PARKS
|
DAVID
|
||
|
RABON
|
ROBERT
|
||
|
REEVES
|
HOPE
|
||
|
STREET
|
JOHN
|
||
|
TINDALL
|
RUSSELL
|
||
|
WANG
|
LEI
|
||
|
WARD
|
STEVE
|
||
|
WEILMINSTER
|
ROBERT
|
||
|
YORGANSON
|
GLENDA
|
||
|
YORK
|
TRACEY
|
||
|
GREGORY
|
CHARLES
|
||
|
MARTIN
|
LYNN
|
||
|
MILLER
|
DONNIE
|
||
|
BENDER
|
LISA
|
||
|
CHESSER
|
KEITH
|
||
|
COFFEY
|
SUSAN
|
[Exhibit A to Employee Matters Agreement]
|
DYER
|
JOSEPH
|
||
|
HUNT
|
PAUL
|
||
|
LANDRETH
|
MARK
|
||
|
LOVEDAY
|
JACK
|
||
|
MANSOURI
|
BIJAN
|
||
|
MCNULTY
|
THOMAS
|
||
|
PHILLIPS
|
JACOB
|
||
|
RICHARDSON
|
DOREEN
|
||
|
SOLARZ
|
JULIE
|
||
|
WADE
|
REGINA
|
||
|
CHIRICO
|
WILLIAM
|
||
|
GOLDTHORPE
|
LISE
|
||
|
MAINVILLE
|
DANIEL
|
||
|
MANN
|
GREGORY
|
||
|
OGBOMO
|
CLEMENT
|
||
|
WEEKS
|
LISA
|
||
|
MONSIVAIS
|
MARIA DE JESUS
|
||
|
TAFOYA
|
LUIS
|
||
|
GRIFFON
|
DENIS
|
||
|
MOREEL
|
LAURENT
|
||
|
ELSNER
|
PAOLA
|
||
|
SCHALK
|
ACHIM
|
||
|
SIMON
|
STEPHANE
|
||
|
HUNSINGER
|
DIDIER
|
||
|
LALLEMAND
|
YOLANDE
|
||
|
DIJKSTERHUIS
|
EELCO
|
||
|
EBBERS
|
TON
|
||
|
ROELOFS
|
MARGO
|
||
|
STEENHOVEN
|
VAN DER TON
|
||
|
NIGHTINGALE
|
VALERIE
|
||
|
WORMALD
|
PAUL
|
||
|
BARRICIELLO
|
VINCENZO
|
||
|
CUI
|
YAN
|
||
|
WANG
|
JACK
|
||
|
ECKERT
|
JOSEPH
|
||
|
HENDERSON
|
RONALD
|
||
|
KUNDOVIC
|
HELMUT
|
||
|
LIN
|
LINDA
|
||
|
MERRILL
|
JAMES
|
||
|
TEEGARDEN
|
LYNN
|
||
|
YOUNG
|
LINDA
|
||
|
GILBERT
|
WILLIE
|
||
|
THOMAS
|
PAMELA
|
[Exhibit A to Employee Matters Agreement]
|
WOLSTENHOLME
|
MICHAEL
|
||
|
BOGGS
|
KENNETH
|
||
|
BUZZARD
|
MARK
|
||
|
FLAUGHER
|
JAMES
|
||
|
ESCHENBACHER
|
FRANK
|
||
|
GUENTHER
|
CHRISTIAN
|
||
|
LOPEZ
|
FRANCISCO
|
[Exhibit A to Employee Matters Agreement]
Exhibit 10.48
Execution Version
THIRD AMENDMENT TO
EMPLOYEE MATTERS AGREEMENT
This THIRD AMENDMENT TO EMPLOYEE MATTERS AGREEMENT (this “Amendment”)
is made on this 24 day of October, 2024, by and among BERRY GLOBAL GROUP, INC., a Delaware corporation (“Remainco”), TREASURE HOLDCO, INC., a Delaware corporation and a wholly
owned indirect Subsidiary of Remainco (“Spinco”), and GLATFELTER CORPORATION, a Pennsylvania corporation (“RMT Partner”).
RECITALS
WHEREAS, Remainco,
Spinco, and RMT Partner are parties to that certain Employee Matters Agreement dated February 6, 2024, as amended July 8, 2024, and September 25, 2024 (the “EMA”);
WHEREAS, Section
7.1(b) of the EMA currently provides that disability benefit coverage for Inactive Employees who are receiving disability benefits under a Remainco Health & Welfare Plan shall be continued until such individual returns to work and commences
employment with the Spinco Group;
WHEREAS, Remainco,
Spinco and RMT Partner desire to amend the EMA to clarify that Inactive Employees who are receiving disability benefits under a Remainco Health & Welfare Plan and are based in the U.S. will remain employees of Remainco while inactive while
Inactive Employees who are receiving disability benefits under a Remainco Health & Welfare Plan and are based outside of the U.S. will be employed by an entity in the Spinco Group while inactive with the cost of such disability benefit coverage
to be reimbursed by Remainco; and
WHEREAS, amendment
of the EMA is permitted pursuant to Section 13.7 thereof with the written consent of each of Remainco, Spinco and RMT Partner.
AGREEMENT
NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Amendment, the Parties, intending to be legally bound hereby, agree as follows:
1. Section 7.1(b) of
the EMA is hereby deleted in its entirety, and inserted in lieu thereof is the following:
“(b) Disability. The Parties agree to cooperate in good faith to take all actions reasonably necessary or appropriate to ensure continuity in disability benefit coverage for each Inactive Employee who is receiving disability benefits under a Remainco Health & Welfare Plan immediately
prior to the Spinco Distribution Date until such Inactive Employee returns to work.
(i) U.S.-based Inactive Employees. With respect to each
Inactive Employee who is receiving disability benefits under a Remainco Health & Welfare Plan immediately prior to the Spinco Distribution Date and who is based in the U.S., the Parties agree that such Inactive Employee will be employed by
Remainco or one of its Affiliates from the Spinco Distribution Date until such Inactive Employee returns to work and commences employment with the Spinco Group, which may include, but is not limited to, providing a continuation of coverage
under the applicable Remainco Health & Welfare Plan during such period.
(ii) Non-U.S.-based Inactive Employees. With respect to each Inactive
Employee who is receiving disability benefits under a Remainco Health & Welfare Plan immediately prior to the Spinco Distribution Date and who is based outside of the U.S., the Parties agree that such Inactive Employee will be employed by
the Spinco Group as of the Spinco Distribution Date and the Spinco Group will ensure continuity in such disability benefit coverage for each Inactive Employee until such Inactive Employee returns to work, which may include, but is not limited
to, providing coverage under the applicable Spinco Health & Welfare Plan during such period; provided, however, that the employer’s portion of the cost of such disability benefit coverage and any other costs incurred by the Spinco Group in
connection with the Inactive Employee shall be invoiced to and reimbursed by Remainco within 60 days of Remainco’s receipt of any such invoice. In the event any Inactive Employee does not return to work and his/her employment needs to be
terminated by the relevant member of the Spinco Group, Remainco will reimburse the Spinco Group for all termination payments, both statutory and non-statutory (e.g., pay in lieu of notice, statutory and contractual severance, any ex gratia payment in exchange for a mutual termination agreement,
etc.), which the relevant member of the Spinco Group must pay to the Inactive Employee.”
2. Capitalized terms
used but not defined in this Amendment shall have the meanings ascribed to such terms in the EMA.
3. This Amendment may
be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. A signed copy of this Amendment delivered by facsimile, email or
other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.
4. Including as
amended hereby, the EMA remains in full force and effect, is valid and binding on, and otherwise ratified by, the parties.
5. This Amendment, and
the application or interpretation hereof, shall be governed exclusively by its terms and the Laws of the State of Delaware without regard to conflict of laws principles thereof (or any other jurisdiction) to the extent that such principles would
direct a matter to another jurisdiction.
2
IN WITNESS WHEREOF,
Remainco, Spinco, and RMT Partner have caused this Third Amendment to Employee Matters Agreement to be duly executed as of the date first above written.
|
BERRY GLOBAL GROUP, INC.
|
||
|
By
|
||
|
Name:
|
Jason Greene
|
|
|
Title:
|
Executive Vice President
|
|
|
TREASURE HOLDCO, INC.
|
||
|
By
|
||
|
Name:
|
Jason Greene
|
|
|
Title:
|
Executive Vice President
|
|
|
GLATFELTER CORPORATION
|
||
|
By
|
||
|
Name:
|
Jill L. Urey
|
|
|
Title:
|
VP, General Counsel & Compliance
|
|
[Signature Page to Third Amendment to Employee Matters Agreement]
Exhibit 10.49
FOURTH AMENDMENT TO
EMPLOYEE MATTERS AGREEMENT
This FOURTH AMENDMENT TO EMPLOYEE MATTERS AGREEMENT (this “Amendment”) is made on this [●] day of November, 2024, by and among BERRY GLOBAL GROUP, INC., a Delaware corporation (“Remainco”),
TREASURE HOLDCO, INC., a Delaware corporation and a wholly owned indirect Subsidiary of Remainco (“Spinco”), and GLATFELTER CORPORATION, a Pennsylvania corporation (“RMT Partner”).
RECITALS
WHEREAS, Remainco, Spinco, and RMT Partner are parties to that certain Employee Matters
Agreement dated February 6, 2024, as amended July 8, 2024 (as amended, the “EMA”);
WHEREAS, Remainco, Spinco and RMT Partner desire to amend the EMA to update Exhibit A
to the EMA; and
WHEREAS, amendment of the EMA is permitted pursuant to Section 13.7 thereof with the written
consent of each of Remainco, Spinco and RMT Partner.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and
covenants contained in this Amendment, the Parties, intending to be legally bound hereby, agree as follows:
1. Exhibit A to the EMA is hereby deleted in its entirety and replaced with Exhibit A in the form attached to this Amendment.
2. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the EMA.
3. This Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same
agreement. A signed copy of this Amendment delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.
4. Including as amended hereby, the EMA remains in full force and effect, is valid and binding on, and otherwise ratified by, the parties.
5. This Amendment, and the application or interpretation hereof, shall be governed exclusively by its terms and the Laws of the State of Delaware without regard to conflict of laws principles
thereof (or any other jurisdiction) to the extent that such principles would direct a matter to another jurisdiction.
IN WITNESS WHEREOF, Remainco, Spinco, and RMT Partner have caused this Fourth Amendment to
Employee Matters Agreement to be duly executed as of the date first above written.
|
BERRY GLOBAL GROUP, INC.
|
||
|
By
|
||
|
Name:
|
||
|
Title:
|
||
|
TREASURE HOLDCO, INC.
|
||
|
By
|
||
|
Name:
|
||
|
Title:
|
||
|
GLATFELTER CORPORATION
|
||
|
By
|
||
|
Name:
|
||
|
Title:
|
||
[Signature Page to Second Amendment to Employee Matters Agreement]
Exhibit A
|
Last Name
|
First Name
|
||
|
BEGLE
|
CURTIS
|
||
|
BURGER
|
DAVID
|
||
|
FORSELL
|
MICHELE
|
||
|
GARRISON
|
GUY
|
||
|
GIORDANO
|
ERNEST
|
||
|
MANROA
|
TARUN
|
||
|
MICHALAK
|
ROBERT
|
||
|
TILL
|
JAMES
|
||
|
DERVAES
|
ROBERT
|
||
|
WAGONER
|
DAVID
|
||
|
BENZ
|
WILLIAM
|
||
|
BISHOP
|
NYLE
|
||
|
BURGESS
|
STEVEN
|
||
|
CABE
|
MICHAEL
|
||
|
CLARK
|
CAROLYN
|
||
|
CUNLIFFE
|
MATTHEW
|
||
|
ELLIS
|
DIANNE
|
||
|
GARDINER
|
JOHN
|
||
|
GONDHALEKAR
|
ARCHANA
|
||
|
GUERRERO
|
DANIEL
|
||
|
HARDEE
|
DIANNA
|
||
|
HARMON
|
PAUL
|
||
|
MAYO
|
JERRY
|
||
|
MCVEY
|
ELIZABETH
|
||
|
OROPEZA
|
PAMELA
|
||
|
PARKS
|
DAVID
|
||
|
RABON
|
ROBERT
|
||
|
REEVES
|
HOPE
|
||
|
STREET
|
JOHN
|
||
|
TINDALL
|
RUSSELL
|
||
|
WANG
|
LEI
|
||
|
WARD
|
STEVE
|
||
|
WEILMINSTER
|
ROBERT
|
||
|
YORGANSON
|
GLENDA
|
||
|
YORK
|
TRACEY
|
||
|
GREGORY
|
CHARLES
|
||
|
MARTIN
|
LYNN
|
||
|
MILLER
|
DONNIE
|
||
|
BENDER
|
LISA
|
||
|
CHESSER
|
KEITH
|
||
|
COFFEY
|
SUSAN
|
[Exhibit A to Employee Matters Agreement]
|
DYER
|
JOSEPH
|
||
|
HUNT
|
PAUL
|
||
|
LANDRETH
|
MARK
|
||
|
LOVEDAY
|
JACK
|
||
|
MANSOURI
|
BIJAN
|
||
|
MCNULTY
|
THOMAS
|
||
|
PHILLIPS
|
JACOB
|
||
|
RICHARDSON
|
DOREEN
|
||
|
SOLARZ
|
JULIE
|
||
|
WADE
|
REGINA
|
||
|
CHIRICO
|
WILLIAM
|
||
|
GOLDTHORPE
|
LISE
|
||
|
MAINVILLE
|
DANIEL
|
||
|
MANN
|
GREGORY
|
||
|
OGBOMO
|
CLEMENT
|
||
|
WEEKS
|
LISA
|
||
|
MONSIVAIS
|
MARIA DE JESUS
|
||
|
TAFOYA
|
LUIS
|
||
|
GRIFFON
|
DENIS
|
||
|
MOREEL
|
LAURENT
|
||
|
ELSNER
|
PAOLA
|
||
|
SCHALK
|
ACHIM
|
||
|
SIMON
|
STEPHANE
|
||
|
HUNSINGER
|
DIDIER
|
||
|
LALLEMAND
|
YOLANDE
|
||
|
DIJKSTERHUIS
|
EELCO
|
||
|
EBBERS
|
TON
|
||
|
ROELOFS
|
MARGO
|
||
|
STEENHOVEN
|
VAN DER TON
|
||
|
NIGHTINGALE
|
VALERIE
|
||
|
WORMALD
|
PAUL
|
||
|
BARRICIELLO
|
VINCENZO
|
||
|
WANG
|
JACK
|
||
|
ECKERT
|
JOSEPH
|
||
|
HENDERSON
|
RONALD
|
||
|
KUNDOVIC
|
HELMUT
|
||
|
LIN
|
LINDA
|
||
|
MERRILL
|
JAMES
|
||
|
TEEGARDEN
|
LYNN
|
||
|
YOUNG
|
LINDA
|
||
|
GILBERT
|
WILLIE
|
||
|
THOMAS
|
PAMELA
|
||
|
WOLSTENHOLME
|
MICHAEL
|
[Exhibit A to Employee Matters Agreement]
|
BOGGS
|
KENNETH
|
||
|
BUZZARD
|
MARK
|
||
|
FLAUGHER
|
JAMES
|
||
|
ESCHENBACHER
|
FRANK
|
||
|
GUENTHER
|
CHRISTIAN
|
||
|
LOPEZ
|
FRANCISCO
|
[Exhibit A to Employee Matters Agreement]
Exhibit 19
As Adopted August 4, 2014
BERRY GLOBAL GROUP, INC.
AMENDED AND RESTATED
POLICY STATEMENT
SECURITIES TRADING BY COMPANY PERSONNEL
The common stock and debt securities of Berry Global Group, Inc. and its subsidiaries and affiliates (collectively, the “Company”) trade in
the public market. Federal and state securities laws and the rules of the Securities and Exchange Commission (“SEC”) prohibit the purchase or sale of securities on the basis of material “inside” or nonpublic information.
The Company has adopted this Policy Statement to limit the possibility that persons employed by or associated with the Company violate these
laws. This Policy Statement does not simply restate legal principles or regulatory rules; rather, in certain areas, the Company has adopted policies and procedures that may impose requirements beyond those mandated by applicable laws or regulations.
This Policy Statement is divided into three parts. Part I applies to all employees, officers, and members of the Board of Directors of the Company, as well as their parents, spouses and minor children and other persons living in their households, and to investment partnerships and other entities (such
as trusts and corporations) over which such employees, officers or directors have or share voting or investment control (each, a “Covered Person”). Part II describes special additional trading restrictions applicable to certain designated personnel,
their family members and related entities. Part III sets forth certain exceptions and permitted transactions.
This Policy Statement is for the sole and exclusive benefit of the Company and does not constitute or otherwise create any employment or
other legal right, privilege, assurance, or contract of any kind or nature in favor of any Company personnel. This Policy Statement is not intended to be, and may not be, relied upon by any other party. Conduct in violation of this Policy Statement
is outside the scope of a Covered Person’s job responsibilities and authority and will subject such Covered Person to disciplinary action, as described more fully below.
| I. |
GENERAL POLICY APPLICABLE TO ALL COVERED PERSONS
|
| A. |
Reasons for the Policy
|
The consequences of a violation of the securities laws are severe:
Individuals who trade on inside information (or tip information to others) can be liable for:
| • |
A civil fine of up to three times the profit gained or loss avoided;
|
| • |
A criminal fine of up to $5 million; and
|
| • |
A jail term of up to 20 years.
|
Companies that fail to take appropriate steps to prevent illegal insider trading may be liable under the securities laws as a “controlling
person” and face:
| • |
A civil fine of up to the greater of $1 million or three times the profit gained or loss avoided as a result of the employee’s violation; and
|
| • |
A criminal fine of up to $2.5 million.
|
Any violation of this Policy Statement would be grounds for the Company to take appropriate action against a Covered Person, including
fining, suspending without pay or terminating the employment of such Covered Person. Furthermore, the Company’s policy is intended to be broader than the law and, therefore, the Company reserves the right to determine, in its own discretion and on
the basis of the information available to it, whether its policy has been violated and to take disciplinary action, without waiting for the resolution of any civil or criminal action against an alleged violator. Needless to say, any of the
consequences of a violation, even an SEC investigation that does not result in a criminal prosecution or civil enforcement proceeding, can irreparably damage an individual’s career and tarnish the Company’s reputation.
| B. |
No Trading While in Possession of Material Nonpublic Information
|
If a Covered Person is aware of any material nonpublic information relating to the Company or its securities, then that
person may not buy or sell Company securities or engage in any other action to take advantage of that information. Covered Persons are also prohibited from recommending, “tipping” or suggesting that anyone else buy or sell stock or other securities
of the Company on the basis of material nonpublic information.
Material information is any information that a reasonable investor would consider important in a decision to buy, hold or sell the Company’s
securities. In short, any information, whether positive or negative, that would reasonably be expected to affect the price of Company securities should be considered material.
Common examples of information frequently regarded as material are: financial condition, results of operations or cash flows, or projections
or forecasts, or any information that indicates a company’s financial results may exceed or fall short of forecasts or expectations; pending or contemplated mergers, acquisitions, divestitures, tender offers or joint ventures; proposed purchases or
sales of significant assets or subsidiaries; the introduction of significant new products and/or services; the potential gain or loss of a major customer or contract; public or private securities offerings; litigation and actual or threatened
governmental investigations; changes in auditors or auditor notification that the Company may no longer rely on the auditor’s report; and changes in senior management. As a general matter, if a Covered Person is considering purchasing or selling
securities of the Company (or some other company) because of some piece of information concerning a potential or pending, but unannounced, event or development, he or she should consider that information to be material.
2
Nonpublic information is information that is not generally available to the investing public. If a Covered Person is aware of material
nonpublic information, he or she must not trade until the information has been widely disclosed to the public and the market has had sufficient time to absorb the information.
Common examples of the type of dissemination that makes nonpublic information “public” include disclosure in (i) news wire services, (ii)
radio, television or print media and (iii) public filings with the SEC. If information is only available to a small group, such as analysts or institutional investors, it should be considered nonpublic. Information generally will not be considered
public under this Policy Statement until twenty-four (24) hours following the Company’s public release of the information (or such longer period until one full trading day on the New York Stock Exchange occurs). Note that information that is widely
known within the Company may still be nonpublic if it has not been generally released to the investing public. Covered Persons may not attempt to make information public so that they can trade in the Company’s securities.
When a Covered Person is prohibited from trading securities of the Company because he or she possesses material nonpublic information or
there is a Blackout Period applicable to such Covered Person (discussed below), he or she may not have any other person purchase or sell securities on his or her behalf or disclose (or “tip”) the information to any such person. Any purchases or
sales made by another person on behalf of a Covered Person will be attributed to such Covered Person.
Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are
no exception. The securities laws do not recognize such mitigating circumstances.
Because restrictions on insider trading apply to members of employees’ families and persons living in employees’ households, as well as
certain types of entities in which employees have interests, employees are responsible for the compliance of such persons.
Regardless of whether information is proprietary information about the Company or information that could have an impact on the price of the
Company’s securities, Covered Persons must not “tip” or pass the information on to others. The penalties explained can apply, whether or not a Covered Person derives any benefit from another’s actions, and both the Covered Person and the recipient
of the tipped information may be held liable.
| C. |
Temporary Blackout Periods
|
You are not generally subject to the blackout and pre-clearance policy in Part II below unless you have been notified that you are a
‘Designated Restricted Person.” However, the Chief Legal Officer may issue instructions from time to time advising some or all personnel that they may not buy or sell our securities for certain periods, or that our securities may not be traded
without prior approval during certain periods (a “Temporary Blackout Period”). Due to the confidential nature of the events that may trigger these sorts of Temporary Blackout Periods, the Chief Legal Officer may find it necessary to inform affected
individuals of a Temporary Blackout Period without disclosing the reason. If you are made aware of such a Temporary Blackout Period, do not disclose its existence to anyone.
3
| D. |
No Trading While in Possession of Material Nonpublic Information of Other Companies
|
If a Covered Person has material nonpublic information regarding any other company that he or she obtained as a result of his or her
employment or relationship with the Company, such Covered Person must not trade or advise anyone else to trade in the securities of that other company until such information has been publicly disclosed.
| E. |
Transactions Following an Employee’s Termination
|
The prohibitions on trading continue to apply to transactions in the Company’s securities even after a director or employee has terminated,
respectively, his or her term on the board of directors or employment. If such director or employee is in possession of material nonpublic information at the time of such termination, he or she may not trade in Company securities until that
information has become public or is no longer material.
| F. |
Unauthorized Disclosure of Information
|
Covered Persons are prohibited from disclosing to anyone any nonpublic information obtained at or through the Company, except if such
disclosure is part of their regular duties and is needed to enable the Company to carry out its business properly and effectively. Because the Company is subject to laws that govern certain disclosures of information to outside persons, only certain
designated employees may discuss the Company with the news media, securities analysts and investors, and any inquiries made from outsiders to other employees should be forwarded to Investor Relations. With respect to other inside persons, you should
not share material nonpublic information obtained at or through the Company, whether about the Company or about another company, with others at the Company if their jobs do not require them to have such information.
To protect the confidentiality of Company information, you should avoid discussions of confidential matters in places where such discussions
might be overheard; mark sensitive documents “confidential” and use sealed envelopes marked “confidential”; secure confidential documents and restrict the copying of sensitive documents; use code names for sensitive projects; use passwords to
restrict computer access; and not post any unauthorized messages regarding the Company or its business, financial condition, employees, clients or other matters related to it on third-party internet sources available to the public.
| G. |
Company Assistance and Reporting of Violations
|
Any Covered Person who has any questions about a specific transaction in Company securities may obtain additional guidance from the Chief
Legal Officer of the Company. However, the ultimate responsibility for adhering to this Policy Statement and avoiding improper transactions rests with each Covered Person.
Furthermore, any employee, officer or director who violates this Policy Statement or any federal or state laws governing insider trading or
tipping, or knows of any such violation by any other employee, officer or director, must report the violation immediately to the Chief Legal Officer of the Company or anonymously by calling the Company’s Global Compliance Hotline.
4
| II. |
ADDITIONAL RESTRICTIONS ON DESIGNATED RESTRICTED PERSONS
|
| A. |
Who is Generally Subject to Blackout Period and Pre-Clearance Requirements?
|
To help prevent inadvertent violations of the securities laws and to avoid even the appearance of trading on inside information, the Chief
Legal Officer will maintain a list of “Designated Restricted Persons,” who are subject to the blackout, pre-clearance and other restrictions described in this Part. The list of Designated Restricted Persons shall include (i) the Company’s directors
and executive officers, (ii) employees of the Company reporting directly to the Chief Executive Officer, (iii) the Controller of the Company, (iv) members of the Company’s legal and investor relations departments, (v) such other personnel as the
Chief Legal Officer specifically designates in writing, and (vi) with respect to each of the foregoing, their parents, spouses, minor children and other persons living in their households, and to investment partnerships or other entities (such as
trusts and corporations over which such Designated Restricted Person has or shares voting or investment control. It is anticipated that the Chief Legal Officer, in consultation with the Chief Financial Officer, will designate as Designated
Restricted Persons personnel who are significantly involved in the preparation of the Company’s financial results, have knowledge of Company forecasts or are otherwise regularly aware of material nonpublic information.
| B. |
Blackout Period
|
In addition to the general prohibition on trading of securities while in possession of material nonpublic information as described in Part
I, Designated Restricted Persons are also prohibited as a matter of Company policy from trading in Company securities during the following period (the “Blackout Period”):
No Designated Restricted Person shall engage in any
transactions in Company securities during the period beginning on the first Wednesday of the third month of each fiscal quarter until twenty-four (24) hours after public announcement of earnings (whether by press release or in a Quarterly Report on
Form 10-Q or Annual Report on Form 10-K), or such other period as the Chief Legal Officer has designated and of which the Designated Restricted Person has been notified.
The Blackout Period restriction does not apply to the permitted transactions described in Part III. To the extent consistent with
applicable law, the Board of Directors of the Company and/or the Audit Committee of the Board of Directors of the Company may approve a temporary deviation from the
Blackout Period and permit a Designated Restricted Person to trade during a Blackout Period, but no Designated Restricted Person may trade unless he or she receives prior written approval.
| C. |
Pre-clearance of Transactions
|
To prevent inadvertent violations (which could result, for example, where a Designated Restricted Person engages in a trade outside the
Blackout Period when a major corporate development is pending), this Policy Statement also includes the following procedural requirement for all Designated Restricted Persons:
5
All transactions (acquisitions, dispositions, transfers, etc.) in Company securities by Designated Restricted Persons
must be pre-cleared by the Chief Legal Officer of the Company, except for the permitted transactions described in Part III below.
Unless revoked, a grant of permission will normally remain valid until the close of trading three (3) business days following the day on
which it was granted. If the transaction does not occur during such three-day period, pre-clearance of the transaction must be re-requested.
| D. |
Restrictions on Derivatives, Short Sales and Pledges
|
Designated Restricted Persons are also prohibited from (i) trading in puts and calls (publicly traded options to buy or sell stock) or other
derivative securities with respect to Company securities, (ii) engaging in short sales of Company securities, (iii) holding Company securities in a margin account or (iv) pledging Company securities as collateral for a loan.
In limited circumstances, the Company may consider the appropriateness of granting a limited exception to the restrictions in this Section
II.D., which may include specific conditions. Decisions as to whether an exception will be granted, and, if so, the conditions that may be required for grant of the exception, rest with the sole discretion of the Audit Committee or the Board of
Directors and will depend on the Company’s assessment of all of the relevant facts and circumstances of a particular situation. The Company expects that such exceptions will be rare and not become the rule.
| III. |
EXCEPTIONS AND PERMITTED TRANSACTIONS
|
| A. |
Rule 10b5-1 Plans
|
SEC Rule 10b5-1 provides a defense from insider trading liability. In order to be eligible to rely on this defense for trading in the
Company’s securities, a person must enter into a Rule 10b5-1 plan that meets certain conditions specified in the Rule. If the plan meets the requirements of Rule 10b5-1, securities may be purchased or sold without regard to certain insider trading
restrictions such as blackout periods. By implementing a pre-established Rule 10b5-1 Plan, Designated Restricted Persons may arrange for sales or purchases of securities in the future regardless of future developments that could lead to a blackout
period on trading at such time. To comply with this Policy Statement, a Rule 10b5-1 Plan must be approved by the Chief Legal Officer and meet the requirements of Rule 10b5-1. In general, a Rule 10b5-1 Plan must be entered into at a time when the
person entering into the plan is not aware of material nonpublic information and not during a Blackout Period. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they
are to be traded or the date of the trade. The plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party.
Any proposed Rule 10b5-1 Plan must be submitted to the Chief Legal Officer for approval at least five (5) business days prior to the entry
into the Rule 10b5-1 Plan. If the proposed Rule 10b5-1 Plan is approved by the Chief Legal Officer, transactions in accordance with the Plan as previously approved are not subject to Blackout Periods or the pre-clearance procedures otherwise
applicable to Designated Restricted Persons.
6
| B. |
Other Permitted Transactions
|
The following transactions are not subject to this Policy Statement:
| • |
Bona fide gifts, unless the person making the gift has reason to believe that the recipient intends to sell the Company securities while the officer, employee or director is aware of material
nonpublic information, or the person making the gift is a Designated Restricted Person and the Designated Restricted Person has reason to believe that the recipient intends to sell the Company securities during a Blackout Period.
|
| • |
The exercise of stock options granted by the Company, but this does not include broker-assisted cashless exercises or market sales of the purchased shares.
|
| • |
Transactions in mutual funds investing in securities of the Company.
|
However, directors and executive officers are urged to notify the Chief Legal Officer in advance of gift and option transactions to
facilitate the Company’s ability to prepare any Form 4 filing required under Section 16 of the Securities Exchange Act of 1934.
* * * * *
If you have any questions regarding this Policy Statement, contact the Company’s Chief Legal Officer.
7
Exhibit 21.1
BERRY GLOBAL GROUP, INC.
LIST OF SUBSIDIARIES
Ace Classic Medical Components (Shanghai) Company Limited |
Ace Corporation Holdings Limited |
Ace Industrial Technologies Limited |
Ace Medical Components Co Limited |
Ace Mold (HeFei) Company Limited |
Ace Mold (Shanghai) Company Limited |
Ace Mold (Zhuhai) Company Limited |
Ace Mold Company Limited |
Ace Mold Industrial (Shanghai) Company Limited |
Ace Mold Industrial (Shenzhen) Company Limited |
Ace Plastics (Shenzhen) Company Limited |
Ace Plastics (Zhuhai) Company Limited |
Ace Plastics Company Limited |
Ace Plastics Technologies Limited |
AeroCon, LLC |
Aspen Industrial S.A. de C.V. |
Astra Plastique SAS |
Astrapak Manufacturing Holdings Proprietary Limited |
Astrapak Property Holdings Proprietary Limited |
AT Films Inc |
AVINTIV Inc. |
AVINTIV Acquisition LLC |
AVINTIV Specialty Materials LLC |
Bender GmbH |
Berry ACE Automation (Shenzhen) Company Limited |
Berry Ace Packaging (Jiaxing) Company Limited |
Berry Acquisition Company do Brasil Ltda. |
Berry Aschersleben GmbH |
Berry Beauté Marolles SAS |
Berry Bramlage Kolding A/S |
Berry do Brasil Ltda. |
Berry Dombuhl GmbH |
Berry EKE NV |
Berry Europe GmbH |
Berry Film Products Acquisition Company, Inc. |
Berry Film Products Company, Inc. |
Berry Gent NV |
Berry Global Films, LLC |
Berry Global France Holdings SAS |
Berry Global German Holdings GmbH |
Berry Global Group, Inc. |
Berry Global India Private Limited |
Berry Global International Financing Limited |
Berry Global International Holdings Limited |
Berry Global Malta Holdings Company Limited |
Berry Global UK Holding Limited |
Berry Global, Inc. |
Berry Holding Company do Brasil Ltda. |
Berry Holding Denmark A/S |
Berry Norway Containers AS |
Berry Packaging Norway AS |
Berry PET Power France SASU |
Berry Plastics Acquisition Corporation V |
Berry Plastics Acquisition Corporation XIV, LLC |
Berry Plastics Acquisition LLC X |
Berry Plastics Asia Pacific Limited |
Berry Plastics Asia Pte. Ltd. |
Berry Plastics Canada, Inc. |
Berry Plastics de Mexico, S. de R.L. de C.V. |
Berry Plastics Design, LLC |
Berry Plastics Escrow, LLC |
Berry Plastics Filmco, Inc. |
Berry Plastics GmbH |
Berry Plastics Holding GmbH & Co. KG |
Berry Plastics Hong Kong Limited |
Berry Plastics IK, LLC |
Berry Plastics International B.V. |
Berry Plastics International GmbH |
Berry Plastics Opco, Inc. |
Berry Plastics Qingdao Limited |
Berry Plastics SP, Inc. |
Berry Plastics Technical Services, Inc. |
Berry Slovakia SRO |
Berry Specialty Tapes, LLC |
Berry Superfos Balkan d o o |
Berry Superfos Besancon SAS |
Berry Superfos Bouxwiller SAS |
Berry Superfos Bremervörde Management GmbH |
Berry Superfos Bremervörde Packaging GmbH |
Berry Superfos Bremervörde Print GmbH |
Berry Superfos Deventer BV |
Berry Superfos Italy SRL |
Berry Superfos La Genete SAS |
Berry Superfos Lidköping AB |
Berry Superfos Lubień Sp z o o |
Berry Superfos Mullsjö AB |
Berry Superfos Opfenbach GmbH |
Berry Superfos Packaging Solutions Kaltenkirchen GmbH |
Berry Superfos Pamplona SA |
Berry Superfos Pori Oy |
Berry Superfos Poznań Sp. z o o |
Berry Superfos Randers A/S |
Berry Superfos Stilling A/S |
Berry Superfos Wetteren NV |
Berry Tapes Holding Company, Inc. |
Berry UK Containers Limited |
Berry UK Holdings Limited |
Berry UK Pension Trustees Limited |
Bonlam, S.A. DE C.V. |
BMS International Holdings B.V. |
BPI 2007 Limited |
BPI 2010 Limited |
BPI Formipac France SARL |
BPI General Partner Limited |
BPI International (No 2) Limited |
BPI International Limited |
BPI Limited |
BPI Limited Partner Limited |
BPI Pension Funding Limited Partnership |
BPRex Closure Systems, LLC |
BPRex Closures Kentucky Inc. |
BPRex Closures, LLC |
BPRex de Mexico S.A. de R.L. de CV |
BPRex Delta Inc. |
BPRex Healthcare Brookville Inc. |
BPRex Healthcare Offranville SAS |
BPRex Healthcare Packaging, Inc. |
BPRex Partipacoes Ltda |
BPRex Pharma Packaging India Private Limited |
BPRex Plastic Packaging (India) Private Limited |
BPRex Plastic Packaging de Mexico S.A. de C.V. |
BPRex Plastic Packaging, Inc. |
BPRex Plasticos Do Brasil Ltda |
BPRex Product Design & Engineering Inc. |
BPRex Specialty Products Puerto Rico Inc. |
Brithene Films Limited |
British Polythene Industries Limited |
British Polythene Limited |
Caplas LLC |
Caplas Neptune, LLC |
Captive Plastics, LLC |
Cardinal Packaging, Inc. |
Chicopee Asia, Limited |
Chicopee Holdings B.V. |
Chicopee Holdings C.V. |
Chicopee LLC |
Chocksett Road Limited Partnership |
Chocksett Road Realty Trust |
Zedcor Limited |
Combipac BV |
Companhai Providencia Industria e Comercio |
Covalence Specialty Adhesives LLC |
Consumer Packaging Int'l Holdings, LLC |
CPI Holding Corporation |
Delta Polythene Limited |
Dominion Textile (USA), L.L.C. |
Dongguan First Packaging Co. Limited |
Dongguan United Packaging Co., Limited |
Dounor SAS |
Dumpling Rock, LLC |
ESE BV |
ESE France SAS |
ESE GmbH |
ESE Holding SASU |
ESE Holdings Limited |
ESE Kft |
ESE NV |
ESE Sp. z o.o. |
ESE Sweden Holding AB |
ESE World BV |
ESE World Limited |
Estero Porch, LLC |
Fabrene, Inc. |
Fabrene, L.L.C. |
Fiberweb (Tianjin) Specialty Nonwovens Company Limited |
Fiberweb Berlin GmbH |
Fiberweb France SAS |
Fiberweb Geosynthetics Limited |
Fiberweb Holdings Limited |
Fiberweb Italia SRL |
Fiberweb Limited |
Fiberweb, LLC |
Fiberweb Terno D'Isola SRL |
Financiere Daunou 1 SA |
Flexfilm Limited |
Fortune Best Trading Limited |
F & S Export Inc. |
F & S Precision Holdings Inc. |
F & S Tool Inc. |
Galion Distribution SARL |
Galion International SA |
Galion SA |
Galion Senegal SA |
GCS Holdco Finance II SARL |
GDMH SA |
Genius World Holding Ltd |
Global Closure Systems America 1, Inc. |
Global Closure Systems France 1 SAS |
Global Closure Systems Germany GmbH |
Global Closure Systems Spain SLU |
Global Closure Systems UK Limited |
Grafco Industries Limited Partnership |
Grupo de Servicios Berpla, S. de R.L. de C.V. |
HHS France Holdings SAS |
HHS German Holdings GmbH |
Irish Polythene Industries Limited |
J P Plast S R O |
J P Plast Slovakia spol S R O |
Jacinto Mexico, S.A. de C.V. |
Jagtenberg Beheer BV |
Jiangmen United Packaging Co., Limited |
Jordan Plastics Limited |
Kerr Group, LLC |
Knight Plastics, LLC |
Laddawn, Inc. |
Lamb's Grove, LLC |
Letica Corporation |
Letica Resources, Inc. |
LLC ESE South America S.R.L. |
Lunifera Investments Proprietary Limited |
M & H Plastics LLC |
Marcom Plastics Proprietary Limited |
Massmould Limited |
Maynard & Harris Group Limited |
Maynard & Harris Plastics |
Maynard & Harris Plastics (UK) Limited |
Millham, LLC |
Multicom SRL |
Nanhai Nanxin Non Woven Co. Ltd |
Nordfolien GmbH |
Nordfolien Polska Sp. z o.o. |
Obrist (Thailand) Co Limited |
Obrist Closures Switzerland GmbH |
Obrist Eastern Europe SRL |
Obrist Iberia SLU |
Obrist Italia Srl |
Old Hickory Steamworks, LLC |
Packerware, LLC |
PET Power BV |
PET Power Handels GmbH |
Pfizer Investment Ltd |
PGI Acquisition Limited |
PGI Argentina S.A. |
PGI Colombia LTDA |
PGI Europe LLC |
PGI France SAS |
PGI Holdings B.V. |
PGI Netherlands Holdings (No. 2) B.V. |
PGI Non-Woven (China) Company Limited |
PGI Nonwovens (Mauritius) |
PGI Nonwovens B.V. |
PGI Polymer LLC |
PGI Spain S.L. U |
Plasgran Limited |
Plastiape S.p.A. |
Pliant de Mexico S.A. de C.V. |
Pliant International, LLC |
Pliant, LLC |
Polymer Group Holdings C.V. |
Poly-Seal, LLC |
Promens Asia Limited |
Promens Do Brasil Serviços Ltda |
Promens Firenze SRL |
Promens Italy SRL |
Promens Monastir SARL |
Promens Munchen GmbH |
Promens OY |
Promens Packaging GmbH |
Promens Packaging Limited |
Promens Packaging SAU |
Promens Personal Healthcare GmbH |
Promens SA |
Promens SARL |
Providencia USA, Inc. |
PWS Danmark A/S |
PWS Finland OY |
PWS Nordic AB |
Rafypak, S.A. de C.V. |
Rigid Plastic Containers Holdings Limited |
Rollpak Corporation |
Romfilms Limited |
RPC 2017 Holding Company Limited |
RPC Ace Company Limited |
RPC ACE Plastics (Hefei) Co Limited |
RPC Africa Holdings Pty Limited |
RPC Asia Pacific Holdings Limited |
RPC Astrapak Proprietary Limited |
RPC Bramlage Dinklage GmbH & Co KG |
RPC Bramlage Division GmbH & Co KG |
RPC Bramlage Food GmbH |
RPC Bramlage GmbH |
RPC Bramlage Inc. |
RPC Bramlage Warszawa Sp.z.o.o. |
RPC Bramlage Werkzeugbau GmbH & Co KG |
RPC Bramlage Yekaterinburg LLC |
RPC Containers Limited |
RPC Containers Pension Trustees Limited |
RPC Emballages Moirans SAS |
RPC Emballages Montpont SAS |
RPC Emballages SAS |
RPC Envases SA |
RPC Folio Holdings GmbH |
RPC Formatec GmbH |
RPC Group Limited |
RPC Leopard Holdings, Inc. |
RPC Packaging Brasil Indústria e Comércio de Embalagens Ltda |
RPC Packaging Holdings (Deutschland) BV & Co KG |
RPC Packaging Holdings (US) Inc |
RPC Packaging Holdings Brazil BV |
RPC Packaging Holdings Limited |
RPC Pisces Holdings Limited |
RPC Promens Group BV |
RPC Promens Industrial Crailsheim GmbH |
RPC Superfos US, Inc. |
RPC Tedeco-Gizeh (UK) Limited |
RPC Verpackungen Kutenholz GmbH |
RPC Verwaltungsgesellschaft BV |
RPC Wiko Verwaltungsgellschaft GmbH |
RPC Zeller Plastik Libertyville, Inc. |
Saffron Acquisition, LLC |
Megafilm Limited |
SC Romfilms SRL |
SCI Vertuquet |
Scott & Robertson Limited |
Setco, LLC |
SPA Galion Algerie |
Spec Molders Proprietary Limited |
Spec Tool and Die and General Engineering Proprietary Limited |
Sugden, LLC |
Sun Coast Industries, LLC |
Superfos Tamworth Limited |
Terram Defencell Limited |
Terram Limited |
Treasure Holdco, Inc. |
Tyco Acquisition Alpha LLC |
UAB ESE Baltija |
Uniplast Holdings, LLC |
Uniplast U.S., Inc. |
Venture Packaging, Inc. |
Venture Packaging Midwest, Inc. |
Weener Plastop Proprietary Limited |
Zeller Engineering GmbH |
Zeller Plastik Deutschland GmbH |
Zeller Plastik Espana SLU |
Zeller Plastik France SAS |
Zeller Plastik Italia Srl |
Zeller Plastik Mexico SA de CV |
Zeller Plastik Philippines Inc |
Zeller Plastik Poland Sp. z o.o. |
Zeller Plastik Shanghai Limited |
EXHIBIT 22.1
Guaranteed Securities
The following securities (collectively, the “Berry Global Senior Secured Notes”) issued by Berry Global, Inc., a Delaware corporation and wholly-owned subsidiary of Berry Global Group, Inc., a Delaware corporation (the “Company”), were outstanding as of September 28, 2024.
Description of Notes |
1.00% First Priority Senior Secured Notes due 2025 |
4.875% First Priority Senior Secured Notes due 2026 |
1.57% First Priority Senior Secured Notes due 2026 |
1.50% First Priority Senior Secured Notes due 2027 |
1.65% First Priority Senior Secured Notes due 2027 |
5.50% First Priority Senior Secured Notes due 2028 |
5.80% First Priority Senior Secured Notes due 2031 |
5.65% First Priority Senior Secured Notes due 2034 |
4.50% Second Priority Senior Secured Notes due 2026 |
5.625% Second Priority Senior Secured Notes due 2027 |
Obligors
As of September 28, 2024, the obligors under the Berry Global Senior Secured Notes consisted of the Company, as a guarantor, and its subsidiaries listed in the following table:
Name | Jurisdiction | Obligor Type |
AeroCon, LLC | Delaware | Guarantor |
AVINTIV Acquisition LLC | Delaware | Guarantor |
AVINTIV Inc. | Delaware | Guarantor |
AVINTIV Specialty Materials LLC | Delaware | Guarantor |
Berry Film Products Acquisition Company, Inc. | Delaware | Guarantor |
Berry Film Products Company, Inc. | Delaware | Guarantor |
Berry Global Films, LLC | Delaware | Guarantor |
Berry Global, Inc. | Delaware | Issuer |
Berry Plastics Acquisition Corporation V | Delaware | Guarantor |
Berry Plastics Acquisition Corporation XIV LLC | Delaware | Guarantor |
Berry Plastics Acquisition LLC X | Delaware | Guarantor |
Berry Plastics Design, LLC | Delaware | Guarantor |
Berry Plastics Escrow LLC | Delaware | Guarantor |
Berry Plastics Filmco, Inc. | Delaware | Guarantor |
Berry Plastics IK, LLC | Delaware | Guarantor |
Berry Plastics Opco, Inc. | Delaware | Guarantor |
Berry Plastics SP, Inc. | Delaware | Guarantor |
Berry Plastics Technical Services, Inc. | Delaware | Guarantor |
Berry Specialty Tapes, LLC | Delaware | Guarantor |
Berry Tapes Holding Company, Inc. | Delaware | Guarantor |
BPRex Closure Systems, LLC | Delaware | Guarantor |
BPRex Closures Kentucky Inc. | Delaware | Guarantor |
BPRex Closures, LLC | Delaware | Guarantor |
BPRex Delta Inc. | Delaware | Guarantor |
BPRex Healthcare Brookville Inc. | Delaware | Guarantor |
BPRex Healthcare Packaging, Inc. | Delaware | Guarantor |
BPRex Plastic Packaging, Inc. | Delaware | Guarantor |
BPRex Product Design and Engineering Inc. | Minnesota | Guarantor |
BPRex Specialty Products Puerto Rico Inc. | New Jersey | Guarantor |
Caplas LLC | Delaware | Guarantor |
Caplas Neptune, LLC | Delaware | Guarantor |
Captive Plastics, LLC | Delaware | Guarantor |
Cardinal Packaging, Inc. | Delaware | Guarantor |
Chicopee LLC | Delaware | Guarantor |
Chocksett Road Limited Partnership | Massachusetts | Guarantor |
Chocksett Road Realty Trust | Massachusetts | Guarantor |
Covalence Specialty Adhesives LLC | Delaware | Guarantor |
Consumer Packaging Int'l Holdings, LLC | Delaware | Guarantor |
CPI Holding Corporation | Delaware | Guarantor |
Dominion Textile (USA), L.L.C. | Delaware | Guarantor |
Dumpling Rock, LLC | Massachusetts | Guarantor |
Estero Porch, LLC | Delaware | Guarantor |
F & S Precision Holdings Inc. | Pennsylvania | Guarantor |
F & S Tool Inc. | Delaware | Guarantor |
F & S Export Inc. | Delaware | Guarantor |
Fabrene, L.L.C. | Delaware | Guarantor |
Fiberweb, LLC | Delaware | Guarantor |
Global Closure Systems America 1, Inc. | Delaware | Guarantor |
Grafco Industries Limited Partnership | Maryland | Guarantor |
Kerr Group, LLC | Delaware | Guarantor |
Knight Plastics, LLC | Delaware | Guarantor |
Laddawn, Inc. | Massachusetts | Guarantor |
Lamb’s Grove, LLC | Delaware | Guarantor |
Letica Corporation | Michigan | Guarantor |
Letica Resources, Inc. | Michigan | Guarantor |
M&H Plastics, LLC | Virginia | Guarantor |
Millham, LLC | Delaware | Guarantor |
Old Hickory Steamworks, LLC | Delaware | Guarantor |
Packerware, LLC | Delaware | Guarantor |
PGI Europe LLC | Delaware | Guarantor |
PGI Polymer LLC | Delaware | Guarantor |
Pliant International, LLC | Delaware | Guarantor |
Pliant, LLC | Delaware | Guarantor |
Poly-Seal, LLC | Delaware | Guarantor |
Providencia USA, Inc. | North Carolina | Guarantor |
Rollpak Corporation | Delaware | Guarantor |
RPC Bramlage, Inc. | Pennsylvania | Guarantor |
RPC Leopard Holdings, Inc. | Delaware | Guarantor |
RPC Packaging Holdings (US), Inc. | Delaware | Guarantor |
RPC Superfos US, Inc. | Delaware | Guarantor |
RPC Zeller Plastik Libertyville, Inc. | Delaware | Guarantor |
Saffron Acquisition, LLC | Delaware | Guarantor |
Setco, LLC | Delaware | Guarantor |
Sugden, LLC | Delaware | Guarantor |
Sun Coast Industries, LLC | Delaware | Guarantor |
Treasure Holdco, Inc. | Delaware | Guarantor |
Tyco Acquisition Alpha LLC | Nevada | Guarantor |
Uniplast Holdings, LLC | Delaware | Guarantor |
Uniplast U.S., Inc. | Delaware | Guarantor |
Venture Packaging Midwest, Inc. | Delaware | Guarantor |
Venture Packaging, Inc. | Delaware | Guarantor |
Pledged Security Collateral
As of September 28, 2024, the obligations under the Berry Global Senior Secured Notes were secured by pledges of the capital stock of the following affiliates of the Company:
Name | Country | State | Owned by | Percentage of Outstanding Shares/ Membership/ Partnership Interests | Percentage of Owned Interests Pledged |
AeroCon, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Aspen Industrial S.A. de C.V. | Mexico | Pliant, LLC and Pliant Corporation International (1 share) | 100.00% | 65% | |
AVINTIV Inc. | USA | DE | Berry Global, Inc. | 100.00% | 100% |
AVINTIV Acquisition LLC | USA | DE | AVINTIV Inc. | 100.00% | 100% |
AVINTIV Specialty Materials LLC | USA | DE | AVINTIV Acquisition LLC | 100.00% | 100% |
Berry Film Products Acquisition Company, Inc. | USA | DE | Berry Film Products Company, Inc. | 100.00% | 100% |
Berry Film Products Company, Inc. | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Berry Global Films, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Berry Global, Inc. | USA | DE | Berry Plastics Group, Inc. | 100.00% | 100% |
Berry Global German Holdings GmbH | Germany | Berry Global, Inc. | 100.00% | 65% | |
Berry Global Malta Holdings Company Limited | Malta | Consumer Packaging Int'l Holdings, LLC | 100.00% | 65% | |
Berry Plastics Acquisition Corporation V | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Berry Plastics Acquisition Corporation XIV, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Berry Plastics Acquisition LLC X | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Berry Plastics Canada, Inc. | Canada | Berry Global, Inc. | 100.00% | 65% | |
Berry Plastics de Mexico, S. de R.L. de C.V. | Mexico | Berry Plastics Acquisition Corporation V | 100.00% | 65% | |
Berry Plastics Design, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Berry Plastics Escrow, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Berry Plastics Filmco, Inc. | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Berry Plastics IK, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Berry Plastics International B.V. | Netherlands | Berry Global, Inc. | 100.00% | 65% | |
Berry Plastics Opco, Inc. | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Berry Plastics SP, Inc. | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Berry Plastics Technical Services, Inc. | USA | DE | Venture Packaging, Inc. | 100.00% | 100% |
Berry Specialty Tapes, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Berry Tapes Holding Company, Inc. | USA | DE | Berry Global, Inc. | 100.00% | 100% |
BPRex Closure Systems, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
BPRex Closures Kentucky Inc. | USA | DE | Berry Global, Inc. | 100.00% | 100% |
BPRex Closures, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
BPRex de Mexico S.A. de R.L. de CV | Mexico | Berry Global, Inc. and Berry Plastics Acquisition LLC X (1 share) | 100.00% | 65% | |
BPRex Delta Inc. | USA | DE | Berry Global, Inc. | 100.00% | 100% |
BPRex Healthcare Brookville Inc. | USA | DE | BPRex Plastic Packaging, Inc. | 100.00% | 100% |
BPRex Healthcare Packaging, Inc. | USA | DE | BPRex Plastic Packaging, Inc. | 100.00% | 100% |
BPRex Plastic Packaging de Mexico S.A. de C.V. | Mexico | Berry Global, Inc. | 50.00% | 65%1 | |
BPRex Plastic Packaging de Mexico S.A. de C.V. | Mexico | BPRex Healthcare Packaging, Inc. | 50.00% | ||
BPRex Plastic Packaging, Inc. | USA | DE | Berry Global, Inc. | 100.00% | 100% |
BPRex Product Design & Engineering Inc. | USA | MN | BPRex Healthcare Brookville, Inc. | 100.00% | 100% |
BPRex Specialty Products Puerto Rico Inc. | USA | NJ | BPRex Plastic Packaging, Inc. | 100.00% | 100% |
Caplas LLC | USA | DE | Captive Plastics LLC | 100.00% | 100% |
Caplas Neptune, LLC | USA | DE | Captive Plastics LLC | 100.00% | 100% |
Captive Plastics, LLC | USA | DE | Berry Plastics SP, Inc. | 100.00% | 100% |
Cardinal Packaging, Inc. | USA | DE | CPI Holding Corporation | 100.00% | 100% |
Chicopee Asia, Limited | Hong Kong | Chicopee LLC | 100.00% | 65% | |
Chicopee Holdings B.V. | Netherlands | PGI Europe LLC | 100.00% | 65% | |
Chicopee LLC | USA | DE | PGI Polymer LLC | 100.00% | 100% |
Chocksett Road Limited Partnership | USA | MA | Berry Global, Inc. | 98% Limited Partnership Interests 2% General Partnership Interests | 100% |
Chocksett Road Realty Trust | USA | MA | Chocksett Road Limited Partnership | Sole Beneficiary | 100% |
Berry Holding Company do Brasil Ltda. | Brazil | Berry Film Products Company, Inc. | 99.99% | 65%2 | |
Berry Holding Company do Brasil Ltda. | Brazil | Berry Global, Inc. | 0.01% | ||
Covalence Specialty Adhesives LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Consumer Packaging Int'l Holdings, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
CPI Holding Corporation | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Dominion Textile (USA), L.L.C. | USA | DE | Chicopee LLC | 100.00% | 100% |
Dumpling Rock, LLC | USA | MA | Berry Global, Inc. | 100.00% | 100% |
Estero Porch, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
F & S Precision Holdings Inc. | USA | PA | Berry Global, Inc. | 100.00% | 100% |
F & S Tool Inc. | USA | DE | F & S Precision Holdings Inc. | 100.00% | 100% |
F & S Export Inc. | USA | DE | F & S Tool Inc. | 100.00% | 100% |
Fabrene, Inc. | Canada | AVINTIV Inc. | 100.00% | 65% | |
Fabrene, L.L.C. | USA | DE | PGI Europe LLC | 100.00% | 100% |
Fiberweb, LLC | USA | DE | PGI Europe LLC | 100.00% | 100% |
Fiberweb Holdings Ltd. | UK | PGI Europe LLC | 100.00% | 65% | |
Global Closure Systems America 1, Inc. | USA | DE | RPC Packaging Holdings (US), Inc. | 100.00% | 100% |
Grafco Industries Limited Partnership | USA | MD | Caplas LLC | 99.00% | 100% |
Grafco Industries Limited Partnership | USA | MD | Caplas Neptune, LLC | 1.00% | 100% |
Grupo de Servicios Berpla, S. de R.L. de C.V. | Mexico | Berry Plastics Acquisition Corporation V | 65.00% | 65% | |
Grupo de Servicios Berpla, S. de R.L. de C.V. | Mexico | Berry Plastics Acquisition Corporation XIV | 35.00% | 65% | |
Kerr Group, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Knight Plastics, LLC | USA | DE | Berry Plastics SP, Inc. | 100.00% | 100% |
Laddawn, Inc. | USA | MA | Berry Global, Inc. | 100.00% | 100% |
Lamb’s Grove, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Letica Corporation | USA | DE | RPC Leopard Holdings, Inc. | 100.00% | 100% |
Letica Resources, Inc. | USA | DE | RPC Leopard Holdings, Inc. | 100.00% | 100% |
M&H Plastics, LLC | USA | VA | AVINTIV Inc. | 100.00% | 100% |
Millham, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Old Hickory Steamworks, LLC | USA | DE | Fiberweb, LLC | 100.00% | 100% |
Packerware, LLC | USA | DE | Berry Plastics SP, Inc. | 100.00% | 100% |
PGI Acquisition Limited | UK | PGI Europe LLC | 100.00% | 65% | |
PGI Europe LLC | USA | DE | Chicopee LLC | 100.00% | 100% |
PGI Nonwovens (Mauritius) | Mauritius | PGI Polymer LLC | 100.00% | 65% | |
PGI Polymer LLC | USA | DE | Avintiv Specialty Materials LLC | 100.00% | 100% |
PGI Spain SLU | Spain | PGI Europe LLC | 100.00% | 65% | |
Pliant de Mexico S.A. de C.V. | Mexico | Pliant, LLC | 36.03% | 65% | |
Pliant International, LLC | USA | DE | Pliant, LLC | 100.00% | 100% |
Pliant, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Poly-Seal, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Providencia USA, Inc. | USA | NC | Chicopee LLC | 100.00% | 100% |
Rollpak Corporation | USA | DE | Berry Global, Inc. | 100.00% | 100% |
RPC Bramlage, Inc. | USA | PA | RPC Packaging Holdings (US), Inc. | 100.00% | 100% |
RPC Leopard Holdings, Inc. | USA | DE | RPC Packaging Holdings (US), Inc. | 100.00% | 100% |
RPC Packaging Holdings (US), Inc. | USA | DE | AVINTIV Inc. | 100.00% | 100% |
RPC Superfos US, Inc. | USA | DE | RPC Packaging Holdings (US), Inc. | 100.00% | 100% |
RPC Zeller Plastik Libertyville, Inc. | USA | DE | Global Closure Systems America 1, Inc. | 100.00% | 100% |
Saffron Acquisition, LLC | USA | DE | Kerr Group, LLC | 100.00% | 100% |
Setco, LLC | USA | DE | Kerr Group, LLC | 100.00% | 100% |
Sugden, LLC | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Sun Coast Industries, LLC | USA | DE | Saffron Acquisition, LLC | 100.00% | 100% |
Treasure Holdco, Inc. | USA | DE | Berry Global, Inc. | 100.00% | 100% |
Uniplast Holdings, LLC | USA | DE | Pliant, LLC | 100.00% | 100% |
Uniplast U.S., Inc. | USA | DE | Uniplast Holdings, Inc. | 100.00% | 100% |
Venture Packaging Midwest, Inc. | USA | DE | Venture Packaging, Inc. | 100.00% | 100% |
Venture Packaging, Inc. | USA | DE | Berry Global, Inc. | 100.00% | 100% |
| 1 | 65% of the aggregate stock of BPRex Plastic Packaging de Mexico S.A. de C.V. is pledged. |
| 2 | 65% of the aggregate stock of Berry Holding Company do Brasil Ltda. is pledged. |
Exhibit 23.1
We consent to the incorporation by reference in the following Registration Statements:
| (1) | Registration Statement (Form S-8 No. 333-203173) pertaining to the Berry Plastics Group, Inc. 2015 Long-Term Incentive Plan, |
| (2) | Registration Statement (Form S-8 No. 333-224252) pertaining to the Berry Global Group, Inc. 2015 Long-Term Incentive Plan (f/k/a Berry Plastics Group, Inc. 2015 Long-Term Incentive Plan), |
| (3) | Registration Statement (Form S-8 No. 333-255783) pertaining to the Amended and Restated Berry Global Group, Inc. 2015 Long-Term Incentive Plan (f/k/a Berry Plastics Group, Inc. 2015 Long-Term Incentive Plan), and |
| (4) | Registration Statement (Form S-4 No. 333-259272) pertaining to the Berry Global Group, Inc. S-4 Registration Statement; |
of our reports dated November 26, 2024, with respect to the consolidated financial statements of Berry Global Group, Inc. and the effectiveness of internal control over financial reporting of Berry Global Group, Inc. included in this Annual Report (Form 10-K) of Berry Global Group, Inc. for the year ended September 28, 2024.
/s/ Ernst & Young LLP
Indianapolis, Indiana
November 26, 2024
EXHIBIT 31.1
I, Kevin Kwilinski, Chief Executive Officer of Berry Global Group, Inc., certify that:
| 1. | I have reviewed this annual report on Form 10-K of Berry Global Group, Inc. (the "Registrant"); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and |
| 5. | The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. |
By: | /s/ Kevin Kwilinski | ||
Date: November 26, 2024 | Kevin Kwilinski | ||
Chief Executive Officer |
EXHIBIT 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Mark W. Miles, Chief Financial Officer of Berry Global Group, Inc., certify that:
| 1. | I have reviewed this annual report on Form 10-K of Berry Global Group, Inc. (the "Registrant"); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and |
| 5. | The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. |
By: | /s/ Mark W. Miles | ||
Date: November 26, 2024 | Mark W. Miles | ||
Chief Financial Officer |
EXHIBIT 32.1
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Berry Global Group, Inc. (the "Registrant") on Form 10-K for the fiscal year ended September 28, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kevin Kwilinski, Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
/s/ Kevin Kwilinski | |
Kevin Kwilinski | |
Chief Executive Officer |
Date: November 26, 2024
EXHIBIT 32.2
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Berry Global Group, Inc. (the "Registrant") on Form 10-K for the fiscal year ended September 28, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark W. Miles, the Chief Financial Officer and Treasurer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
/s/ Mark W. Miles | |
Mark W. Miles | |
Chief Financial Officer |
Date: November 26, 2024
Exhibit 97.1
AMENDED AND RESTATED
COMPENSATION RECOVERY POLICY
Adopted November 1, 2023
Purpose
The Compensation & Talent Development Committee (the “Committee”) of the Board of Directors (the “Board”) of Berry
Global Group, Inc. (the “Company”) believes that it is in the best interest of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability, and that reinforces
the Company's pay-for-performance compensation philosophy. The Committee has therefore adopted this Amended and Restated Compensation Recovery Policy (the “Policy”) which provides for the recovery of certain
executive compensation in accordance with the New York Stock Exchange listing standards effective October 2, 2023 (the “Listing Standard”).
Definitions
For purposes of this Policy, the following terms shall have the following meaning:
“Covered Executives” means the Company's current and former executive officers as determined by the Committee in accordance with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Listing Standard, and such other senior executives and employees who may from time to time be deemed subject to this Policy by the Committee.
“Effective Date” means the date this Policy is adopted by
the Committee.
“Incentive Compensation” means any cash or equity-based compensation that is Received by a Covered Executive after the effective date of the Listing Standard
upon the attainment of a performance goal based on one or more of the following measures: (i) any financial reporting measures that are based on accounting principles using the Company’s financial statements and any measures derived, wholly or in
part, from these financial reporting measures, including GAAP and non-GAAP financial measures; (ii) Company stock price; or (iii) Company total shareholder return (“TSR”) (each measure referred to as a “Financial Goal”). For the avoidance of doubt, a Financial Goal need not be presented in the Company’s financial statements or included in a filing with the SEC. The Covered
Executive’s cash or equity-based compensation that is based purely on non-financial reporting measures (such as the Covered Executive’s salary, discretionary cash bonuses, and time-based vesting stock options and restricted stock) is not Incentive
Compensation subject to this Policy.
Incentive Compensation is deemed “Received” in the fiscal period during which the Financial Goal is attained. If an award is subject to multiple vesting
conditions, it is deemed “Received” by the Covered Executive during the fiscal period that the Financial Goal is attained, even if payment, vesting or grant of the Incentive Compensation occurs after the end
of that fiscal period.
“Restatement” means an event that (i) requires the Company to (A) prepare an accounting restatement due to the material noncompliance of the
Company with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial
statements and (B) file an Item 4.02 Form 8-K, or (ii) would result in a material misstatement if the error in previously issued financial statements was corrected in the current period or left uncorrected in the current period.
Triggering Events
This Policy will be triggered on (the “Triggering Event”) the earlier of:
| i. |
The date the Committee or the Company’s Chief Financial Officer concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or
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| ii. |
The date a court, regulator or other legally authorized body directs the Company to prepare a Restatement.
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Recovery of Compensation
Upon the occurrence of a Triggering Event, the Company shall recover Incentive Compensation that is Received by a person (i) after beginning service as a Covered Executive, (ii) who served as a Covered Executive an any
time during the performance period for the applicable Incentive Compensation and (iii) during the three completed fiscal years that immediately precede the date the Company is required to prepare a Restatement and any
transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years. In the event recovery is required by this Policy, the Committee will, in
its sole discretion, determine the method for recovering Incentive Compensation for the relevant period, which methods may include, without limitation, one or more of the following:
| • |
requiring reimbursement of cash Incentive Compensation previously paid;
|
| • |
offsetting the recovered amount from any compensation otherwise owed by the Company to the Covered Executive;
|
| • |
seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards;
|
| • |
cancelling the payment, grant or vesting of any pending Incentive Compensation award;
|
| • |
cancelling outstanding vested or unvested equity awards; and/or
|
| • |
reverting to unvested any equity-based Incentive Compensation that vested as a result of a Financial Goal being attained.
|
For the avoidance of doubt, except as set forth under “Interpretation and Limitations” below, in no event will the Company accept an amount that is less than the amount of erroneously
awarded Incentive Compensation in satisfaction of a Covered Executive’s obligations hereunder. The amount of erroneously awarded Incentive Compensation that is subject to recovery is the amount the Covered
Executive Received in excess of the amount that would have been Received based on the financial statements following the Restatement. Any erroneously awarded compensation is computed on a pre-tax basis.
For erroneously awarded Incentive Compensation based on TSR or stock price, the recovered amount must be based on a reasonable and documented estimate of the effect of the Restatement on the applicable financial
measure.
2
For cash awards, the erroneously awarded Incentive Compensation is the difference between the amount of the cash award (whether payable as a lump sum or over time) that was Received and the amount that should have been
Received applying the restated financial reporting measure. For cash awards paid from bonus pools, the erroneously awarded Incentive Compensation is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced
based on applying the restated financial reporting measure.
For equity awards, if the shares or equity awards are still held at the time of recovery, the erroneously awarded Incentive Compensation is the number of such securities Received in excess of the number that should
have been Received applying the restated financial reporting measure (or the value of that excess number). If shares have been issued upon exercise or settlement of the equity awards, but the underlying shares have not been sold, the erroneously
awarded compensation is the number of shares underlying the excess equity awards (or the value thereof).
The Committee reserves the right, which it shall exercise in its sole discretion, to take any other remedial and recovery action permitted by law for recovery purposes.
Administration
This Policy shall be administered by the Committee. Any determinations made by the Committee shall be final and binding on all affected individuals. In the event of a Restatement, the Committee shall take reasonably prompt action after the date of the Restatement to determine the amount of any erroneously awarded Incentive Compensation for each Covered Executive in connection with such Restatement and, thereafter,
shall promptly provide each Covered Executive with a written notice containing the amount of erroneously awarded Incentive Compensation and a demand for repayment or return, as applicable.
Interpretation and Limitations
The Committee is authorized to interpret this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. The Committee shall consider, among other things, when
deciding whether to require recovery of compensation under this policy, whether: (i) recovery would violate foreign home country laws;1 (ii) recovery would be impracticable (e.g., expenses paid to a third
party to assist in enforcing this Policy against a Covered Executive would exceed the amount to be recovered);2 or (iii) recovery would be from a tax-qualified plan.
Notwithstanding the terms of any of the Company’s organizational documents, any corporate policy or any contract, the Company shall not indemnify any current or Covered Executive against the risk of enforcement under
this Policy (including the loss of any erroneously awarded Compensation itself), nor shall it provide any insurance protection against the same.
Amendment; Termination
The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect regulations that may be adopted by the Securities and Exchange Commission under
Section 10D of the Exchange Act and to comply with any rules or standards adopted by a national securities exchange on which the Company's shares are listed. The Committee may terminate this Policy at any time.
1 Before determining that recovery would be a violation of any home country law, the Company will obtain an opinion of home country counsel and provide a copy of the opinion in a form acceptable to the
NYSE.
2 Before determining that recovery would be impracticable, the Company will make a reasonable attempt to recover, document such attempts, and provided such documentation to the NYSE.
3
Other Recovery Rights
The Committee intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement or similar agreement entered into on or after the
Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy, including pursuant to the written acknowledgement in the form set forth on Exhibit A;
provided that, failure to provide notice of the Policy or obtain such an agreement or acknowledgement shall have no impact on the applicability or enforceability of this Policy. Any right of recovery under this Policy is in addition to, and not in
lieu of, any other remedies or rights of recovery that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement or similar agreement and any other legal remedies available to the
Company.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
4
Exhibit A
BERRY GLOBAL GROUP, INC. (the “Company”)
AMENDED & RESTATED COMPENSATION RECOVERY POLICY
ACKNOWLEDGEMENT FORM
By signing below, the undersigned (i) acknowledges and confirms that the undersigned has received and reviewed a copy of the Company’s Amended & Restated Compensation Recovery Policy (the “Policy”) and (ii) acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company,
including with respect to any employment agreement, equity award agreement or similar agreement with the undersigned. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning
any erroneously awarded Incentive Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner permitted by, the Policy.
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Signature
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Print Name:
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Date:
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