CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. The forward-looking statements include, in particular, statements about our plans, strategies and prospects under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “outlook,” “anticipates” or “looking forward” or similar expressions that relate to our strategy, plans, intentions, or expectations. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this Form ~~10-Q.~~ 10-Q, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Readers should carefully review the factors discussed in our most recent Form 10-K in the section titled "Risk Factors" and other risk factors identified from time to time in our periodic filings with the Securities and Exchange Commission.

Berry Global Group, Inc.

Form 10-Q Index

For Quarterly Period Ended ~~June 29, 2019~~March 28, 2020

Part I.	Financial Information		Page No.
	Item 1.	Financial Statements:
		Consolidated Statements of Income and Comprehensive Income	4
		Consolidated Balance Sheets	5
		Consolidated Statements of Changes in Stockholders' Equity	6
		Consolidated Statements of Cash Flows	7
		Notes to Consolidated Financial Statements	8
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20 17
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26 24
	Item 4.	Controls and Procedures	27 24
Part II.	Other Information
	Item 1.	Legal Proceedings	28 25
	Item 1A.	Risk Factors	28 25
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29 26
	Item 6.	Exhibits	30 27
	Signature		31 28

Part I. Financial Information

Item 1.

Financial Statements

Berry Global Group, Inc.

Co~~nsolidated~~Consolidated Statements of Income

(Unaudited)

(in millions of dollars, except per share amounts)

	Quarterly Period Ended					Three Quarterly Periods Ended					Quarterly Period Ended				Two Quarterly Periods Ended
	June 29, 2019			June 30, 2018		June 29, 2019		June 30, 2018			March 28, 2020		March 30, 2019		March 28, 2020		March 30, 2019
Net sales	$	1,937		$	2,072	$	5,859	$	5,815		$	2,975	$	1,950	$	5,791	$	3,922
Costs and expenses:
Cost of goods sold		1,557			1,690		4,754		4,733			2,391		1,578		4,687		3,197
Selling, general and administrative		125			119		392		366			204		143		433		267
Amortization of intangibles		38			40		119		116			77		39		152		81
Restructuring and impairment charges		2			7		18		33
Restructuring and transaction activities												19		5		36		16
Operating income		215			216		576		567			284		185		483		361
Other expense, net		136			3		159		17			—		23		13		23
Interest expense, net		71			67		201		195			111		66		229		130
Income before income taxes		8			146		216		355			173		96		241		208
Income tax expense (benefit)		(5	)		36		41		(8	)
Income tax expense												47		22		68		46
Net income	$	13		$	110	$	175	$	363		$	126	$	74	$	173	$	162

Net income per share:
Basic	$	0.10		$	0.84	$	1.34	$	2.76		$	0.95	$	0.57	$	1.31	$	1.24
Diluted		0.10			0.81		1.31		2.67			0.94		0.55		1.29		1.21
Outstanding weighted-average shares:
Basic		131.5			131.7		131.0		131.3			132.4		130.5		132.4		130.8
Diluted		134.2			135.4		134.0		135.8			134.1		133.8		134.2		133.9

Consolidated Statements of Comprehensive Income

(Unaudited)

(in millions of dollars)

Quarterly Period Ended Three Quarterly Periods Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
Net income $ 13 $ 110 $ 175 $ 363
Currency translation 10 (92 ) 12 (109 )
Pension and other postretirement benefits — — — (1 )
Interest rate hedges (47 ) 6 (90 ) 47
Provision for income taxes 12 (2 ) 23 (13 )
Other comprehensive loss, net of tax (25 ) (88 ) (55 ) (76 )
Comprehensive income (loss) $ (12 ) $ 22 $ 120 $ 287

	Quarterly Period Ended						Two Quarterly Periods Ended
	March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Net income	$	126		$	74		$	173		$	162
Other comprehensive income (loss), net of tax:
Currency translation		(157	)		6			(65	)		2
Pension		(1	)		—			(1	)		—
Derivative instruments		(109	)		(15	)		(96	)		(32	)
Other comprehensive income (loss)		(267	)		(9	)		(162	)		(30	)
Comprehensive income (loss)	$	(141	)	$	65		$	11		$	132

See notes to consolidated financial statements.

~~Berry~~Berry Global Group, Inc.

~~Consolidated~~Consolidated Balance Sheets

(in millions of dollars)

							March 28, 2020			September 28, 2019
	June 29, 2019			September 29, 2018			(Unaudited)
Assets	(Unaudited)

Current assets:
Cash and cash equivalents	$	255		$	381		$	953		$	750
Accounts receivable (less allowance of 14 and 13, respectively)		853			941
Inventories:
Accounts receivable (less allowance of 28 and 28, respectively)								1,537			1,526
Finished goods		509			503			801			743
Raw materials and supplies		356			384			565			581
		865			887
Prepaid expenses and other current assets		98			76			197			157
Assets held for sale		108			—
Total current assets		2,179			2,285			4,053			3,757
Property, plant, and equipment, net		2,451			2,488
Goodwill and intangible assets, net		4,115			4,284
Noncurrent assets:
Property, plant, and equipment								4,467			4,714
Goodwill and intangible assets								7,768			7,831
Right-of-use assets								574			—
Other assets		64			74			87			167
Total assets	$	8,809		$	9,131		$	16,949		$	16,469

Liabilities

Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	584		$	783		$	1,231		$	1,159
Accrued expenses and other current liabilities		522			416
Accrued employee costs								227			214
Other current liabilities								672			562
Current portion of long-term debt		29			38			72			104
Liabilities held for sale		21			—
Total current liabilities		1,156			1,237			2,202			2,039
Noncurrent liabilities:
Long-term debt, less current portion		5,439			5,806			11,043			11,261
Deferred income taxes		323			365			608			803
Employee benefit obligations								316			327
Operating lease liabilities								479			—
Other long-term liabilities		345			289			650			421
Total liabilities		7,263			7,697			15,298			14,851

Stockholders' equity

Common stock (131.9 and 131.4 million shares issued, respectively)		1			1
Stockholders' equity:
Common stock (132.5 and 132.3 million shares issued, respectively)								1			1
Additional paid-in capital		928			867			976			949
Non-controlling interest		3			3
Retained earnings		825			719			1,222			1,054
Accumulated other comprehensive loss		(211	)		(156	)		(548	)		(386	)
Total stockholders' equity		1,546			1,434			1,651			1,618
Total liabilities and stockholders' equity	$	8,809		$	9,131		$	16,949		$	16,469

See notes to consolidated financial statements.

~~Berry~~Berry Global Group, Inc.

Consolidated ~~Statements~~Statements of Changes in Stockholders' Equity

(Unaudited)

(in millions of dollars)

Quarterly Period Ended
Common Stock Additional Paid-in Capital Non-Controlling Interest
Accumulated Other
Comprehensive Loss
Retained Earnings Total
Balance at March 31, 2018 $ 1 $ 849 $ 3 $ (56 ) $ 509 $ 1,306
Share-based compensation expense — 6 — — — 6
Proceeds from issuance of common stock — 5 — — — 5
Interest rate hedges, net of tax — — — 4 — 4
Net income attributable to the Company — — — — 110 110
Currency translation — — — (92 ) — (92 )
Balance at June 30, 2018 $ 1 $ 860 $ 3 $ (144 ) $ 619 $ 1,339

Balance at March 30, 2019 $ 1 $ 901 $ 3 $ (186 ) $ 812 $ 1,531
Share-based compensation expense — 4 — — — 4
Proceeds from issuance of common stock — 23 — — — 23
Interest rate hedges, net of tax — — — (35 ) — (35 )
Net income attributable to the Company — — — — 13 13
Currency translation — — — 10 — 10
Balance at June 29, 2019 $ 1 $ 928 $ 3 $ (211 ) $ 825 $ 1,546

Quarterly Period Ended	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total
Balance at December 28, 2019	$	1	$	970		$	(281	)	$	1,096		$	1,786
Net income		—		—			—			126			126
Other comprehensive loss		—		—			(267	)		—			(267	)
Share-based compensation		—		5			—			—			5
Proceeds from issuance of common stock		—		1			—			—			1
Balance at March 28, 2020	$	1	$	976		$	(548	)	$	1,222		$	1,651

Balance at December 29, 2018	$	1	$	876		$	(177	)	$	755		$	1,455
Net income		—		—			—			74			74
Other comprehensive loss		—		—			(9	)		—			(9	)
Share-based compensation		—		14			—			—			14
Proceeds from issuance of common stock		—		15			—			—			15
Common stock repurchased and retired		—		(1	)		—			(17	)		(18	)
Balance at March 30, 2019	$	1	$	904		$	(186	)	$	812		$	1,531

Three Quarterly Periods Ended
Common Stock Additional Paid-in Capital Non-Controlling Interest
Accumulated Other
Comprehensive Loss
Retained Earnings Total
Balance at September 30, 2017 $ 1 $ 823 $ 3 $ (68 ) $ 256 $ 1,015
Share-based compensation expense — 20 — — — 20
Proceeds from issuance of common stock — 17 — — — 17
Interest rate hedges, net of tax — — — 34 — 34
Net income attributable to the Company — — — — 363 363
Currency translation — — — (109 ) — (109 )
Pension — — — (1 ) — (1 )
Balance at June 30, 2018 $ 1 $ 860 $ 3 $ (144 ) $ 619 $ 1,339

Balance at September 29, 2018 $ 1 $ 867 $ 3 $ (156 ) $ 719 $ 1,434
Share-based compensation expense — 21 — — — 21
Proceeds from issuance of common stock — 43 — — — 43
Common stock repurchased and retired — (3 ) — — (69 ) (72 )
Interest rate hedges, net of tax — — — (67 ) — (67 )
Net income attributable to the Company — — — — 175 175
Currency translation — — — 12 — 12
Balance at June 29, 2019 $ 1 $ 928 $ 3 $ (211 ) $ 825 $ 1,546

Two Quarterly Periods Ended	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total
Balance at September 28, 2019	$	1	$	949		$	(386	)	$	1,054		$	1,618
Net income		—		—			—			173			173
Other comprehensive loss		—		—			(162	)		—			(162	)
Share-based compensation		—		24			—			—			24
Proceeds from issuance of common stock		—		3			—			—			3
Adoption of lease accounting standard		—		—			—			(5	)		(5	)
Balance at March 28, 2020	$	1	$	976		$	(548	)	$	1,222		$	1,651

Balance at September 29, 2018	$	1	$	870		$	(156	)	$	719		$	1,434
Net income		—		—			—			162			162
Other comprehensive loss		—		—			(30	)		—			(30	)
Share-based compensation expense		—		17			—			—			17
Proceeds from issuance of common stock		—		20			—			—			20
Common stock repurchased and retired		—		(3	)		—			(69	)		(72	)
Balance at March 30, 2019	$	1	$	904		$	(186	)	$	812		$	1,531

See notes to consolidated financial statements.

~~Berry~~Berry Global Group, Inc.

~~Consolidate~~dConsolidated Statements of Cash Flows

(Unaudited)

(in millions of dollars)

	Three Quarterly Periods Ended						Two Quarterly Periods Ended
	June 29, 2019			June 30, 2018			March 28, 2020			March 30, 2019
Cash Flows from Operating Activities:
Net income	$	175		$	363		$	173		$	162
Adjustments to reconcile net cash provided by operating activities:
Depreciation		278			281			277			189
Amortization of intangibles		119			116			152			81
Non-cash interest		(4	)		6			9			(3	)
Loss on foreign exchange forward contracts		156			—			—			18
Settlement of interest rate hedge		—			30
Deferred income tax		(16	)		(71	)		12			(2	)
Share-based compensation expense		21			20			24			17
Other non-cash operating activities, net		9			15			33			10
Changes in working capital		(169	)		(240	)		(114	)		(138	)
Changes in other assets and liabilities		2			36			(33	)		(3	)
Net cash from operating activities		571			556			533			331

Cash Flows from Investing Activities:
Additions to property, plant and equipment		(271	)		(270	)
Proceeds from sale of assets		—			3
Acquisition of business, net of cash acquired		2			(474	)
Additions to property, plant and equipment, net								(263	)		(167	)
Settlement of net investment hedges								246			—
Other investing activities								(10	)		—
Net cash from investing activities		(269	)		(741	)		(27	)		(167	)

Cash Flows from Financing Activities:
Proceeds from long-term borrowings		—			497			1,202			—
Repayments on long-term borrowings		(383	)		(224	)		(1,484	)		(122	)
Proceeds from issuance of common stock		43			17			3			20
Repurchase of common stock		(74	)		—			—			(74	)
Payment of tax receivable agreement		(16	)		(37	)		—			(16	)
Debt financing costs		—			(1	)		(17	)		—
Net cash from financing activities		(430	)		252			(296	)		(192	)
Effect of exchange rate changes on cash		2			(8	)		(7	)		—
Net change in cash		(126	)		59			203			(28	)
Cash and cash equivalents at beginning of period		381			306			750			381
Cash and cash equivalents at end of period	$	255		$	365		$	953		$	353

See notes to consolidated financial statements.

Berry Global Group, Inc.

N~~otes~~Notes to Consolidated Financial Statements

(Unaudited)

(tables in millions of dollars, except per share data)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Berry Global Group, Inc. ("the Company," "we," or "Berry") have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates. ~~Certain reclassifications have been made to~~The Company has recast certain prior ~~periods~~period amounts to conform to current reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included, and all subsequent events up to the time of the filing have been evaluated. For further information, refer to the Company's most recent Form 10-K filed with the Securities and Exchange Commission.

2. ~~Recently Issued~~Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates to the FASB's Accounting Standards Codification. During fiscal ~~2019,~~2020, with the exception of the below, there have been no developments to the recently adopted accounting pronouncements from those disclosed in the Company's ~~2018~~2019 Annual Report on Form 10-K that are considered to have a material impact on our unaudited consolidated financial statements.

~~Revenue Recognition~~

In May 2014, the FASB issued a final standard on revenue recognition. Under the new standard, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For public entities, the provisions of the new standard are effective for annual reporting periods beginning after December 15, 2017 and interim periods therein. An entity can apply the new revenue standard on a full retrospective approach to each prior reporting period presented or on a modified retrospective approach with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings. The Company adopted the new standard effective for fiscal 2019 using the modified retrospective approach. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Leases

~~In February 2016,~~Effective September 29, 2019, the ~~FASB issued~~Company adopted ASU 2016-02, Leases (Topic 842), ~~which increases transparency~~including all related amendments, using the modified retrospective approach and ~~comparability among organizations by recognizing lease assets and lease liabilities on~~recognized the ~~balance sheet and disclosing key information about leasing arrangements.~~cumulative effect of adoption to retained earnings. Under the new standard, the lessee of an operating lease ~~will be~~is required ~~to do the following:~~to: 1) recognize a right-of-use asset and a lease liability in the statement of financial position, 2) recognize a single lease cost allocated over the lease term generally on a straight-line basis, and 3) classify all cash payments within operating activities on the statement of cash flows. ~~Companies are required to adopt this standard using a modified retrospective transition method. Amendments in this standard are effective~~See Note 6. Leases for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has made substantial progress analyzing its lease contracts and has developed business processes and internal controls in preparation for the new standard. We are currently evaluating the financial statement impact to the Company as well as the expanded disclosure requirements. The new standard will be effective for the Company beginning fiscal 2020.more information.

Credit Losses

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) and issued subsequent amendments to the initial guidance. The new standard requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model, which includes historical experience, current conditions, and reasonable and supportable forecasts. The new standard also requires enhanced disclosure. The new standard iswill be effective for ~~interim and annual periods~~the Company beginning ~~after December 15, 2019.~~fiscal 2021. The Company is in the process of evaluating this new standard, however, the Company does not anticipate this to have a material impact.

Defined Benefit Plans

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

Income Taxes

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

Reference Rate Reform

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

3. Revenue ~~Recognition~~

and Accounts Receivable

Our revenues are primarily derived from the sale of plastic packaging products to customers. ~~Revenue is recognized when performance obligations are satisfied, in an amount reflecting the consideration to which the Company expects to be entitled.~~ We consider the promise to transfer products to be our sole performance obligation. If the consideration agreed to in a contract includes a variable amount, we estimate the amount of 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~~source of variable consideration are customer rebates and cash discounts. 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. A small number of our contracts are for sales of products which are customer specific and cannot be repurposed. Sales for these products qualify for over time recognition and are immaterial to the Company.

Our rebate programs are individually negotiated with customers and contain a variety of different terms and conditions. Certain rebates are calculated as flat percentages of purchases, while others included tiered volume incentives. These rebates may be payable monthly, quarterly, or annually. The calculation of the accrued rebate balance involves management estimates, especially where the terms of the rebate involve tiered volume levels that require estimates of expected annual sales. These provisions are based on estimates derived from current program requirements and historical experience.rebates. The accrual for customer rebates was ~~$60~~$121 million and ~~$58~~$114 million at ~~June 29, 2019~~March 28, 2020 and September ~~29, 2018,~~28, 2019, respectively, and is included in ~~Accrued expenses and other~~Other current ~~liabilities.~~

~~Due to~~liabilities on the nature of our sales transactions, we have elected the following practical expedients: (i) Shipping and handling costs are treated as fulfillment costs. Accordingly, shipping and handling costs are classified as a component of Cost of goods sold while amounts billed to customers are classified as a component of Net Sales; (ii) We exclude sales and similar taxes that are imposed on our sales and collected from customers; (iii) As our standard payment terms are less than one year, we did not assess whether a contract has a significant financing component.

Consolidated Balance Sheets. The Company disaggregates revenue based on reportable business segment, geography, and significant product line. Refer to Note ~~11. Operating Segments~~10. Segment and Geographic Data for further information.

The Company has entered into various qualifying factoring agreements to sell certain receivables to third-party financial institutions. The transfer of receivables is accounted for as a sale, without recourse. Net sales available under qualifying U.S. based programs were $236 million and $203 million for the quarterly period ended March 28, 2020 and March 30, 2019, respectively. Net sales available under qualifying U.S. based programs were $458 million and $415 million for the two quarterly periods ended March 28, 2020 and March 30, 2019, respectively. There were 0 amounts outstanding from financial institutions related to these programs. The fees associated with the transfer of receivables for all programs were not material for any of the periods presented.

4. Acquisitions and Dispositions

~~Laddawn, Inc.~~RPC Group Plc

In ~~August 2018,~~July 2019, the Company ~~acquired Laddawn, Inc. ("Laddawn"~~completed the acquisition of the entire outstanding share capital of RPC Group Plc (“RPC”), for aggregate consideration of $6.1 billion. RPC is a leading plastic product design and engineering company for packaging and select non-packaging markets, with 189 sites in 34 countries. RPC develops and manufactures a diverse range of products for a ~~purchase price~~wide variety of ~~$241 million. Laddawn~~customers, including many household names, and enjoys strong market positions in many of the end markets it serves and the geographical areas in which it operates. It uses a wide range of polymer conversion techniques in both rigid and flexible plastics manufacture, and is ~~a custom bag and film manufacturer~~one of the largest plastic converters in Europe. The international based facilities are operated within the Consumer Packaging International segment with ~~a unique-to-industry e-commerce sales platform. The acquired business is~~the remaining U.S. based facilities operated ~~in our Engineered Materials~~within the Consumer Packaging North America segment. ~~To finance the purchase, the Company used existing liquidity.~~

The acquisition has been accounted for under the purchase method of accounting and accordingly, the purchase price has been allocated to the identifiable assets and liabilities based on the fair value at the acquisition date. The results of ~~Laddawn~~RPC have been included in the consolidated results of the Company since the date of the acquisition.

Net sales and operating income of RPC included in the Consolidated Statements of Income for the quarterly period ended March 28, 2020 were $1,174 million and $81 million, respectively. The majority of RPC activity for the quarter ended March 28, 2020, net sales of $1,045 million and operating income of $65 million, is operated in the Consumer Packaging International segment. Net sales and operating income of RPC included in the Consolidated Statements of Income for the two quarterly periods ended March 28, 2020 were $2,256 million and $135 million, respectively. The majority of RPC activity for the two quarterly periods ended March 28, 2020, net sales of $2,006 million and operating income of $107 million, is operated in the Consumer Packaging International segment.

The acquisition has been accounted for under the purchase method of accounting. Under this method, the assets acquired and liabilities assumed ~~consisted~~have been recorded based on preliminary valuation estimates of ~~working capital~~fair value. The final purchase accounting allocations for the RPC acquisition will depend on a number of ~~$27 million, property~~factors, including the final valuation of our long-lived tangible and ~~equipment of $39 million,~~identified intangible assets acquired and liabilities assumed, and finalization of ~~$84 million,~~income tax effects of the opening balance sheet. The actual fair values of RPC’s assets acquired, liabilities assumed and resulting goodwill ~~of $91 million. The working capital includes a $3 million step up of inventory to fair value.~~may differ materially once finalized. The Company has recognized goodwill on this transaction primarily as a result of expected cost synergies, and expects goodwill to be partially deductible for tax purposes.

~~Clopay Plastic Products Company, Inc.~~The preliminary purchase price allocation has been updated for certain measurement period adjustments based on a preliminary valuation report resulting in a $211 million decrease in the property, plant and equipment, a $47 million decrease in intangible assets, a $19 million increase in inventory and a $89 million decrease in deferred tax liabilities. These adjustments resulted in corresponding increases to goodwill.

In February 2018, the Company acquired Clopay Plastic Products Company, Inc. ("Clopay") for a purchase price of $475 million. Clopay is an innovator in the development of printed breathable films, elastic films, and laminates with product offerings uniquely designed for applications used in a number of markets including: hygiene, healthcare, construction and industrial protective apparel. The acquired business is operated within our Health, Hygiene & Specialties segment. To finance the purchase, the Company issued $500 million aggregate principal amount of 4.5% second priority notes through a private placement offering.

The acquisition has been accounted for under the purchase method of accounting, and accordingly, the purchase price has been allocated to the identifiable assets and liabilities based on fair values at the acquisition date. The results of Clopay have been included in the consolidated results of the Company since the date of the acquisition. The Company has recognized goodwill on this transaction primarily as a result of expected cost synergies, and expects goodwill to be deductible for tax purposes. The following table summarizes the preliminary purchase price allocation and resulting measurement period adjustments from the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the ~~acquisition:~~acquisition (in millions):

Consideration
Cash	$	6,079
Total consideration transferred		6,079

Identifiable assets acquired and liabilities assumed
Working capital^(a)		721
Property, plant and equipment		2,164
Identifiable intangible assets		1,665
Other assets		4
Other long-term liabilities		(837	)
Goodwill		2,362
Net assets acquired and liabilities assumed	$	6,079
^(a) Includes a $58 million step up of inventory to fair value

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

Working capital ^(a)
$ 70
Property and equipment 164
Intangible assets 125
Goodwill 111
Other assets and long-term liabilities 5

^(a)~~Includes a $3~~When including RPC results for the periods prior to the acquisition date, unaudited pro forma net sales and net income were $3.1 billion and $61 million, ~~step up~~respectively, for the quarterly period ended March 30, 2019 and $6.3 billion and $169 million, respectively, for the two quarterly periods ended March 30, 2019. The unaudited pro forma net sales and net income assume that the RPC acquisition had occurred as of ~~inventory to fair value~~the beginning of the period.

Seal For Life

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

5. ~~Accounts Receivable Factoring Agreements~~Restructuring and Transaction Activities

The Company has entered into various factoring agreements, both in the U.S. and at a number of foreign subsidiaries, to sell certain receivables to unrelated third-party financial institutions. The Company accounts for these transactions in accordance with ASC 860, "Transfers and Servicing" ("ASC 860"). ASC 860 allows for the ownership transfer of accounts receivable to qualify for sale treatment when the appropriate criteria is met, which permits the Company to present the balances sold under the program to be excluded from Accounts receivable, net on the Consolidated Balance Sheets. Receivables are considered sold when (i) they are transferred beyond the reach of the Company and its creditors, (ii) the purchaser has the right to pledge or exchange the receivables, and (iii) the Company has surrendered control over the transferred receivables. In addition, the Company provides no other forms of continued financial support to the purchaser of the receivables once the receivables are sold.

There were no amounts outstanding from financial institutions related to U.S. based programs at June 29, 2019 or September 29, 2018. Gross amounts factored under these U.S. based programs at June 29, 2019 and September 29, 2018 were $241 million and $162 million, respectively. The fees associated with transfer of receivables for all programs were not material for any of the periods presented.

~~6. Restructuring and Impairment Charges~~

~~The Company incurred restructuring costs related to severance charges associated with acquisition integrations and facility exit costs.~~ ~~The tables~~table below ~~set forth~~includes the significant components of ~~the~~ restructuring ~~charges recognized,~~and transaction activities, by reporting segment:

	Quarterly Period Ended				Three Quarterly Periods Ended				Quarterly Period Ended				Two Quarterly Periods Ended
	June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018		March 28, 2020		March 30, 2019		March 28, 2020		March 30, 2019
Consumer Packaging International									$	14	$	—	$	24	$	—
Consumer Packaging North America										3		2		4		3
Engineered Materials	$	—	$	2	$	1	$	4		1		1		4		1
Health, Hygiene & Specialties		1		4		13		26		1		2		4		12
Consumer Packaging		1		1		4		3
Consolidated	$	2	$	7	$	18	$	33	$	19	$	5	$	36	$	16

The table below sets forth the activity with respect to the restructuring and transaction activities accrual at ~~June 29, 2019:~~March 28, 2020:

Employee
Severance and
Benefits

Facility
Exit Costs

Non-cash
Impairment
Charges
Total
Balance at September 29, 2018 $ 9 $ 4 $ — $ 13
Charges 7 4 7 18
Non-cash asset impairment — — (7 ) (7 )
Cash payments (13 ) (3 ) — (16 )
Balance at June 29, 2019 $ 3 $ 5 $ — $ 8

	Restructuring
	Employee Severance and Benefits			Facility Exit Costs			Non-cash Impairment Charges			Transaction Activities			Total
Balance as of September 28, 2019	$	2		$	5		$	—		$	—		$	7
Charges		17			—			2			17			36
Non-cash items		—			—			(2	)		—			(2	)
Cash payments		(12	)		(1	)		—			(17	)		(30	)
Balance as of March 28, 2020	$	7		$	4		$	—		$	—		$	11

~~7. Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities~~

~~The following table sets forth the totals included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets:~~

June 29, 2019 September 29, 2018
Derivative instruments $ 138 $ —
Employee compensation 99 113
Accrued taxes 66 72
Rebates 60 58
Interest 41 49
Tax receivable agreement obligation 12 16
Restructuring 8 13
Accrued operating expenses 98 95
$ 522 $ 416

~~The following table sets forth the totals included in Other long-term liabilities on the Consolidated Balance Sheets:~~

June 29, 2019 September 29, 2018
Derivative instruments $ 79 $ 12
Uncertain tax positions 67 67
Deferred purchase price 45 40
Pension liability 42 45
Lease retirement obligation 41 39
Sale-lease back deferred gain 20 21
Transition tax 17 18
Tax receivable agreement obligation 10 23
Other 24 24
$ 345 $ 289

6. Leases

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

Under the new standard, 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.

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

Supplemental lease information is as follows:

Leases	Classification	March 28, 2020
Assets
Operating lease right-of-use assets	Right-of-use assets	$	574
Finance lease right-of-use assets	Property, plant, and equipment		99
Current liabilities
Operating lease liabilities	Other current liabilities	$	112
Finance lease liabilities	Current portion of long-term debt		19
Non-current liabilities
Operating lease liabilities	Operating lease liabilities	$	479
Finance lease liabilities	Long-term debt, less current portion		81

Lease cost	Quarterly Period Ended March 28, 2020		Two Quarterly Periods Ended March 28, 2020
Operating lease cost	$	28	$	57
Finance lease cost:
Amortization of right-of-use assets		4		8
Interest on lease liabilities		1		2
Total finance lease cost		5		10
Short-term lease cost		4		8
Total lease cost	$	37	$	75

Cash paid for amounts included in lease liabilities	Two Quarterly Periods Ended March 28, 2020
Operating cash flows from operating leases	$	57
Operating cash flows from finance leases		1
Financing cash flows from finance leases		17

	March 28, 2020
Weighted-average remaining lease term - operating leases	8 years
Weighted-average remaining lease term - finance leases	4 years
Weighted-average discount rate - operating leases		4.5	%
Weighted-average discount rate - finance leases		3.7	%

Right-of-use assets obtained in exchange for new operating lease liabilities were $5 million and $13 million for the quarterly and two quarterly periods ended March 28, 2020, respectively.

At March 28, 2020, annual lease commitments were as follows:

Fiscal Year	Operating Leases			Finance Leases
Remainder of 2020	$	59		$	19
2021		111			27
2022		97			26
2023		84			13
2024		70			7
Thereafter		303			15
Total lease payments		724			107
Less: Interest		(133	)		(7	)
Present value of lease liabilities	$	591		$	100

7. Long-Term Debt

Long-term debt consists of the following:

Facility	Maturity Date	June 29, 2019			September 29, 2018			Maturity Date	March 28, 2020			September 28, 2019
Term loan	February 2020 ^(a)	$	450		$	800		October 2022	$	1,545		$	1,545
Term loan	January 2021		814			814		January 2024		451			489
Term loan	October 2022		1,545			1,545		July 2026		4,229			4,250
Term loan(a)	January 2024		489			493		July 2026		—			1,176
Revolving line of credit	May 2024		—			—		May 2024		—			—
5 ¹/₂% Second Priority Senior Secured Notes	May 2022		500			500
6% Second Priority Senior Secured Notes	October 2022		400			400
5 ¹/₈% Second Priority Senior Secured Notes	July 2023		700			700
4 ¹/₂% Second Priority Senior Secured Notes	February 2026		500			500
5.50% Second Priority Senior Secured Notes								May 2022		500			500
6.00% Second Priority Senior Secured Notes								October 2022		200			400
5.125% Second Priority Senior Secured Notes								July 2023		700			700
1.00% First Priority Senior Secured Notes^(a)								July 2025		779			—
4.50% Second Priority Senior Secured Notes								February 2026		500			500
4.875% First Priority Senior Secured Notes								July 2026		1,250			1,250
5.625% Second Priority Senior Secured Notes								July 2027		500			500
1.50% First Priority Senior Secured Notes^(a)								July 2027		417			—
Debt discounts and deferred fees			(36	)		(43	)			(98	)		(112	)
Capital leases and other	Various		106			135
Finance leases and other								Various		142			167
Total long-term debt			5,468			5,844				11,115			11,365
Current portion of long-term debt			(29	)		(38	)			(72	)		(104	)
Long-term debt, less current portion		$	5,439		$	5,806			$	11,043			11,261

^(a)~~The~~ Euro denominated

In January 2020, the Company ~~classifies the term~~(i) issued €700 million aggregate principal amount of 1.00% first priority senior secured notes due 2025 and €375 million aggregate principal amount of 1.50% first priority senior secured notes due 2027 (the “Euro notes”) and (ii) refinanced its existing $4.25 billion Term loan ~~as long-term based on our refinancing~~maturing in July ~~2019 (see Note 17 for further information).~~2026, resulting in a 50 basis point interest rate reduction. The proceeds of the Euro notes were used to prepay the entire outstanding amount of our existing euro denominated Term loan. Debt extinguishment costs of $18 million, primarily comprised of deferred debt discount and financing fees, were recorded in Other expense, net on the Consolidated Statements of Income upon the extinguishment of the euro Term loan.

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

Debt discounts and deferred financing fees are presented net of Long-term debt, less the current portion on the Consolidated Balance Sheets and are amortized to Interest expense, net on the Consolidated Statements of Income through maturity.

~~Revolving Line of Credit~~

~~In May 2019, the Company amended and extended its existing revolving line of credit from total capacity of $750 million maturing in May 2020 to $850 million maturing in May 2024.~~

~~During fiscal 2019, the Company has made $383 million of repayments on long-term borrowings using existing liquidity.~~

9.8. Financial Instruments and Fair Value Measurements

In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors. The Company may use derivative financial instruments to help manage market risk and reduce the exposure to fluctuations in interest rates and foreign currencies. These financial instruments are not used for trading or other speculative purposes. For those derivative instruments that are designated 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, as determined by FASB guidance, 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. Any identified ineffectiveness, or changes in the fair value of a derivative not designated as a hedge, is recorded to the Consolidated Statements of Income.

Cross-Currency Swaps

The Company is party to certain cross-currency ~~swap agreements with a notional amount of €250 million~~swaps to ~~effectively convert~~hedge a portion of our ~~fixed-rate U.S. dollar denominated term loans, including the monthly interest payments, to fixed-rate euro-denominated debt.~~foreign currency risk. The swap agreements mature in May ~~2022. The risk management objective is~~2022 (€250 million) and June 2024 (€1,625 million and £700 million). In addition to ~~manage~~cross-currency swaps, we hedge a portion of our foreign currency risk ~~relating to~~by designating foreign currency denominated long-term debt as net ~~investments~~investment hedges of certain foreign operations. As of March 28, 2020, we had outstanding long-term debt of €1,075 million that was designated as a hedge of our net investment in certain ~~European subsidiaries denominated in~~euro-denominated foreign ~~currencies and reduce~~subsidiaries. When valuing cross-currency swaps the variability in the functional currency cash flows of a portion of the Company’s term loans. Changes in fair value of the derivative instruments are recognized in a component of Accumulated other comprehensive loss, to offset the changes in the values of the net investments being hedged.

~~Cross-Currency Swaps – RPC Acquisition~~Company utilizes Level 2 inputs (substantially observable).

In ~~preparation of the July 2019 RPC Group Plc (“RPC”) acquisition,~~March 2020, the Company entered into ~~certain~~transactions to cash settle existing cross-currency swaps and received proceeds of $246 million. The swap ~~agreements~~settlement impact has been included as a component of Currency translation within Accumulated other comprehensive loss. Following the settlement of the existing cross-currency swaps, we entered into new cross-currency swaps with matching notional amounts ~~of €1,625 million~~ and £700 million to effectively convert a portion of our U.S. dollar denominated term loans, including the monthly interest payments, to fixed-rate euro and fixed-rate pound sterling denominated debt. The swap agreements mature in June 2024. The risk management objective is to manage foreign currency risk relating to net investments in portionsmaturity dates of the RPC business denominated in foreign currencies and reduce the variability in the functional currency cash flows of a portion of the Company’s term loans. Due to the post Quarter closing of the RPC acquisition, the contracts were not designated as hedges as of June 29, 2019. For the three months ended June 29, 2019, the Company recognized an unrealized loss of $18 million in Other expense, net in the Consolidated Statements of Income.original swaps.

1112

~~Foreign Exchange Forward Contracts — RPC Acquisition~~

In preparation of the July 2019 RPC acquisition, the Company entered into certain foreign exchange forward contracts to partially mitigate the currency exchange rate risk associated with the GBP denominated purchase price. At June 29, 2019, the Company had outstanding forward contracts totaling £2.7 billion. For the quarter ended June 29, 2019, the Company recognized an unrealized loss of $120 million in Other expense, net in the Consolidated Statement of Income associated with the forward contracts.

Interest Rate Swaps

The primary purpose of the Company’s interest rate swap activities is to manage ~~cash flow~~interest expense variability associated with our outstanding variable rate term loan debt.

~~During fiscal 2017,~~ When valuing interest rate swaps the Company modified various term loan rates and maturities. In conjunction with these modifications the Company realigned existing swap agreements which resulted in the de-designation of the original hedge and re-designation of the modified swaps as effective cash flow hedges. The amounts included in Accumulated other comprehensive loss at the date of de-designation are being amortized to Interest expense through the terms of the original swaps.utilizes Level 2 inputs (substantially observable).

As of ~~June 29, 2019,~~March 28, 2020, the Company effectively had (i) a $450 million interest rate swap transaction that swaps a ~~one month~~one-month variable LIBOR contract for a fixed annual rate of ~~2.000%~~1.398%, with an ~~effective date in May 2017 and~~ expiration in ~~May 2022,~~June 2026, (ii) a $1 billion interest rate swap transaction that swaps a ~~one month~~one-month variable LIBOR contract for a fixed annual rate of ~~2.808%~~1.835% with an ~~effective date~~expiration in June ~~2018 and expiration in September 2021,~~2026, (iii) a $400 million interest rate swap transaction that swaps a ~~one month~~one-month variable LIBOR contract for a fixed annual rate of ~~2.533%~~1.916% with an ~~effective date in February 2019 and~~ expiration in ~~July 2023,~~June 2026, (iv) a $884 million interest rate swap transaction that swaps a ~~one month~~one-month variable LIBOR contract ~~plus 250 basis point spread~~ for a fixed annual rate of ~~4.357%~~1.857%, with an ~~effective date in July 2019 and~~ expiration in June 2024, and (v) a $473 million interest rate swap transaction that swaps a ~~one month~~one-month variable LIBOR contract ~~plus 250 basis point spread~~ for a fixed annual rate of ~~4.550%~~2.050%, with an ~~effective date in July 2019 and~~ expiration in June 2024.

The Company records the fair value positions of all derivative financial instruments on a net basis by counterparty for which a master netting arrangement is utilized. The categorization of the framework used to value the instruments is considered Level 2, due to the analysis that incorporates observable market inputs including foreign currency spot and forward rates, various interest rate curves, and obtained from pricing data quoted by various banks, third party sources and foreign currency dealers. Balances on a gross basis are as follows:

Derivatives Instruments

Hedge Designation

Balance Sheet Location

June 29, 2019

September 29, 2018

Cross-currency swaps

Designated

Other assets

—

Derivative Instruments

Hedge Designation

Balance Sheet Location

March 28, 2020

September 28, 2019

Cross-currency swaps

Designated

Other long-term liabilities

—

Designated

Other assets

Cross-currency swaps

Not designated

Other long-term liabilities

—

Designated

Other long-term liabilities

101

—

Interest rate swaps

Designated

Other assets

—

Designated

Other long-term liabilities

208

Interest rate swaps

Designated

Other long-term liabilities

—

Interest rate swaps

Not designated

Other long-term liabilities

—

Foreign exchange forward contracts

Not designated

Other current liabilities

138

—

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

Quarterly Period Ended Three Quarterly Periods Ended
Derivative Instruments Statements of Income Location June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
Cross-currency swaps ^(a)
Interest expense, net $ (2 ) $ (2 ) $ (5 ) $ (4 )
Cross-currency swaps ^(b)
Other expense, net 18 — 18 —
Foreign exchange forward contracts Other expense, net 120 — 138 —
Interest rate swaps Interest expense, net (4 ) (1 ) (13 ) 2

^(a) ~~Designated~~ ^(b) ~~Not designated~~

~~The amortization related to unrealized losses in Accumulated other comprehensive loss is expected to be $5 million in the next 12 months.~~

		Quarterly Period Ended						Two Quarterly Periods Ended
Derivative Instruments	Statements of Income Location	March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Cross-currency swaps	Interest expense, net	$	(1	)	$	(1	)	$	(3	)	$	(3	)
Foreign exchange forward contracts	Other expense, net		—			18			—			18
Interest rate swaps	Interest expense, net		17			(5	)		34			(9	)

Non-recurring Fair Value Measurements

The Company has certain assets that are measured at fair value on a non-recurring basis when impairment indicators are present or when the Company completes an acquisition. The Company adjusts certain long-lived assets to fair value only when the carrying values exceed the fair values. The categorization of the framework used to value the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. These assets that are subject to our annual impairment analysis primarily include our definite lived and indefinite lived intangible assets, including Goodwill and our property, plant and equipment. The Company reviews Goodwill and other indefinite lived assets for impairment as of the first day of the fourth fiscal quarter each year and more frequently if impairment indicators exist. The Company determined Goodwill and other indefinite lived assets were not impaired in our annual fiscal ~~2018~~2019 assessment. NoWhile impairment indicators were not identified during the quarter that warranted impairment testing, the ongoing COVID-19 pandemic has created market volatility which we believe is short-term in nature. However, if we experience sustained declines in valuation market multiples, sustained lower earnings, or escalating macroeconomic challenges, the ~~current quarter.~~need for future impairment tests may arise.

Included in the following table are the major categories of assets measured at fair value on a non-recurring basis as of ~~June 29, 2019~~March 28, 2020 and September ~~29, 2018,~~28, 2019, along with the impairment loss recognized on the fair value measurement during the period:

	As of June 29, 2019										As of March 28, 2020
	Level 1		Level 2		Level 3		Total		Impairment		Level 1		Level 2		Level 3		Total		Impairment
Indefinite-lived trademarks	$	—	$	—	$	248	$	248	$	—	$	—	$	—	$	248	$	248	$	—
Goodwill		—		—		2,911		2,911		—		—		—		5,162		5,162		—
Definite lived intangible assets		—		—		956		956		—		—		—		2,358		2,358		—
Property, plant, and equipment		—		—		2,451		2,451		7		—		—		4,467		4,467		2
Total	$	—	$	—	$	6,566	$	6,566	$	7	$	—	$	—	$	12,235	$	12,235	$	2

As of September 29, 2018
Level 1 Level 2 Level 3 Total Impairment
Indefinite-lived trademarks $ — $ — $ 248 $ 248 $ —
Goodwill — — 2,944 2,944 —
Definite lived intangible assets — — 1,092 1,092 —
Property, plant, and equipment — — 2,488 2,488 —
Total $ — $ — $ 6,772 $ 6,772 $ —

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

The Company's financial instruments consist primarily of cash and cash equivalents, long-term debt, interest rate and cross-currency swap agreements, ~~foreign exchange forward contracts,~~ and ~~capital~~finance lease obligations. The ~~fair~~book value of our marketable long-term indebtedness exceeded ~~book~~fair value by ~~$29~~$163 million as of ~~June 29, 2019.~~March 28, 2020. The Company's long-term debt fair values were determined using Level 2 inputs as other significant observable inputs were not available.

~~10.~~

9. Income Taxes

In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The transitional impacts of the Tax Act resulted in a transition benefit of $95 million in the nine month period ended June 30, 2018.

During the quarter, the Company recorded a $120 million loss on foreign exchange forward contracts related to the acquisition of RPC resulting in a $30 million tax benefit. After excluding the foreign exchange forward contract loss, the effective tax rate would be 19% for the quarter and was positively impacted by a 6% reduction in share-based compensation excess tax benefit deduction and a 3% benefit from the research and development credit. These favorable items were offset by increases of 3% from U.S. State income taxes, 1% from foreign valuation allowance, 3% from the annual GILTI inclusion and other discrete items.

The effective tax rate ~~was 19%~~ for the ~~three quarterly periods ended June 29, 2019~~quarter and year-to-date period was ~~positively~~negatively impacted by ~~7% from the share-based compensation excess tax benefit deduction,~~ 2% from ~~research~~uncertain tax positions recognized in the quarter and ~~development credits, and 4%~~2% from ~~other discrete items. These favorable items were offset by increases of 3% from U.S. state~~global intangible low-taxed income ~~taxes, 3% from foreign valuation allowance, 3% from the annual GILTI inclusion, and other discrete items.~~provisions.

~~11. Operating Segments~~10. Segment and Geographic Data

The Company's operations are organized into ~~three operating~~4 reporting segments: Consumer Packaging International, Consumer Packaging North America, Engineered Materials, and Health, Hygiene & ~~Specialties, and Consumer Packaging.~~Specialties. The structure is designed to align us with our customers, provide optimal service, ~~and~~ drive future growth, ~~in a cost efficient manner.~~ and to facilitate synergies realization.

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

Quarterly Period Ended Three Quarterly Periods Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
Net sales:
Engineered Materials $ 639 $ 687 $ 1,936 $ 1,990
Health, Hygiene & Specialties 646 726 2,031 2,009
Consumer Packaging 652 659 1,892 1,816
Total net sales $ 1,937 $ 2,072 $ 5,859 $ 5,815
Operating income:
Engineered Materials $ 83 $ 94 $ 251 $ 276
Health, Hygiene & Specialties 65 62 171 140
Consumer Packaging 67 60 154 151
Total operating income $ 215 $ 216 $ 576 $ 567
Depreciation and amortization:
Engineered Materials $ 28 $ 26 $ 88 $ 82
Health, Hygiene & Specialties 49 51 153 146
Consumer Packaging 50 59 156 169
Total depreciation and amortization $ 127 $ 136 $ 397 $ 397

June 29, 2019 September 29, 2018
Total assets:
Engineered Materials $ 1,931 $ 1,998
Health, Hygiene & Specialties 3,738 3,913
Consumer Packaging 3,140 3,220
Total assets $ 8,809 $ 9,131

Total goodwill:
Engineered Materials $ 641 $ 632
Health, Hygiene & Specialties 861 902
Consumer Packaging 1,409 1,410
Total goodwill $ 2,911 $ 2,944

	Quarterly Period Ended					Two Quarterly Periods Ended
	March 28, 2020		March 30, 2019			March 28, 2020		March 30, 2019
Net sales:
Consumer Packaging International	$	1,095	$	50		$	2,105	$	101
Consumer Packaging North America		706		639			1,386		1,240
Engineered Materials		598		619			1,183		1,280
Health, Hygiene & Specialties		576		642			1,117		1,301
Total net sales	$	2,975	$	1,950		$	5,791	$	3,922
Operating income:
Consumer Packaging International	$	61	$	(5	)	$	105	$	(1	)
Consumer Packaging North America		83		62			133		95
Engineered Materials		88		74			159		167
Health, Hygiene & Specialties		52		54			86		100
Total operating income	$	284	$	185		$	483	$	361
Depreciation and amortization:
Consumer Packaging International	$	80	$	4		$	161	$	8
Consumer Packaging North America		64		53			129		106
Engineered Materials		25		29			54		60
Health, Hygiene & Specialties		44		46			85		96
Total depreciation and amortization	$	213	$	132		$	429	$	270

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

	Quarterly Period Ended				Three Quarterly Periods Ended				Quarterly Period Ended				Two Quarterly Periods Ended
	June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018		March 28, 2020		March 30, 2019		March 28, 2020		March 30, 2019
Net sales:
North America	$	1,591	$	1,759	$	4,791	$	4,835
South America		87		70		271		215
United States and Canada									$	1,705	$	1,595	$	3,218	$	3,200
Europe		200		181		614		577		981		210		1,984		414
Asia		59		62		183		188
Rest of world										289		145		589		308
Total net sales	$	1,937	$	2,072	$	5,859	$	5,815	$	2,975	$	1,950	$	5,791	$	3,922

June 29, 2019 September 29, 2018
Long-lived assets:
North America $ 5,611 $ 5,764
South America 328 320
Europe 380 463
Asia 311 299
Total Long-lived assets $ 6,630 $ 6,846

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

	Quarterly Period Ended						Three Quarterly Periods Ended						Quarterly Period Ended						Two Quarterly Periods Ended
	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018			March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Net sales:
Performance Materials		40			41			39			41
Engineered Products		60			59			61			59
Packaging														83			100			82			100
Non-packaging														17			—			18			—
Consumer Packaging International														100	%		100	%		100	%		100	%

Rigid Open Top														44			43			45			44
Rigid Closed Top														56			57			55			56
Consumer Packaging North America														100	%		100	%		100	%		100	%

Core Films														38			40			37			39
Retail & Industrial														62			60			63			61
Engineered Materials		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Health		18			18			18			17			17			14			17			14
Hygiene		49			50			51			51			53			54			54			55
Specialties		33			32			31			32			30			32			29			31
Health, Hygiene & Specialties		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Rigid Open Top		47			45			45			43
Rigid Closed Top		53			55			55			57
Consumer Packaging		100	%		100	%		100	%		100	%

~~12.~~

11. Contingencies and Commitments

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, ~~management believes~~we believe that any ultimate liability would not be material to ~~its~~our financial statements.

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

~~13.~~

12. Share Repurchase Program

~~In fiscal 2018,~~NaN shares were repurchased during the Company announced a $500 million share repurchase program. Berry may repurchase shares through the open market, privately negotiated transactions, or other programs, subject to market conditions. This authorization has no expiration date and may be suspended at any time.

~~During the quarterly period ended June 29, 2019, the Company did not repurchase any shares. For the three~~two quarterly periods ended ~~June 29, 2019, the Company repurchased approximately 1,512 thousand shares for $72 million. As~~March 28, 2020. Authorized share repurchases of ~~June 29, 2019,~~ $393 million ~~of authorized share repurchases~~ remain available to the Company.

~~14.~~

13. Basic and Diluted Net Income Per Share

Basic net income per share is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net income per share is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method. For purposes of this calculation, stock options are considered to be common stock equivalents and are only included in the calculation of diluted net income per share when their effect is dilutive. For the three and ~~nine~~six months ended ~~June 29, 2019, 1~~March 28, 2020, 7.1 million and 27.1 million shares, respectively, were excluded from the diluted net income per share calculation as their effect would be anti-dilutive.

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

	Quarterly Period Ended				Three Quarterly Periods Ended				Quarterly Period Ended				Two Quarterly Periods Ended
(in millions, except per share amounts)	June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018		March 28, 2020		March 30, 2019		March 28, 2020		March 30, 2019
Numerator
Net income	$	13	$	110	$	175	$	363
Consolidated net income									$	126	$	74	$	173	$	162
Denominator
Weighted average common shares outstanding - basic		131.5		131.7		131.0		131.3		132.4		130.5		132.4		130.8
Dilutive shares		2.7		3.7		3.0		4.5		1.7		3.3		1.8		3.1
Weighted average common and common equivalent shares outstanding - diluted		134.2		135.4		134.0		135.8		134.1		133.8		134.2		133.9

Per common share income
Basic	$	0.10	$	0.84	$	1.34	$	2.76	$	0.95	$	0.57	$	1.31	$	1.24
Diluted	$	0.10	$	0.81	$	1.31	$	2.67	$	0.94	$	0.55	$	1.29	$	1.21

~~15.~~

14. Accumulated Other Comprehensive Loss

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

Quarterly Period Ended
Currency
Translation

Defined Benefit
Pension and Retiree
Health Benefit Plans

Interest
Rate Swaps

Accumulated Other
Comprehensive
Loss

Balance at March 30, 2019 $ (173 ) $ (13 ) $ — $ (186 )
Other comprehensive income (loss) before reclassifications 10 — (44 ) (34 )
Net amount reclassified from accumulated other comprehensive income (loss) — — (3 ) (3 )
Provision for income taxes — — 12 12
Balance at June 29, 2019 $ (163 ) $ (13 ) $ (35 ) $ (211 )

Quarterly Period Ended	Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Derivative Instruments			Accumulated Other Comprehensive Loss
Balance at December 28, 2019	$	(187	)	$	(56	)	$	(38	)	$	(281	)
Other comprehensive loss before reclassifications		(109	)		(1	)		(181	)		(291	)
Net amount reclassified from accumulated other comprehensive loss		—			—			35			35
Provision for income taxes		(48	)		—			37			(11	)
Balance at March 28, 2020	$	(344	)	$	(57	)	$	(147	)	$	(548	)

Currency
Translation

Defined Benefit
Pension and Retiree
Health Benefit Plans

Interest
Rate Swaps

Accumulated Other
Comprehensive
Loss

Balance at March 31, 2018 $ (65 ) $ (17 ) $ 26 $ (56 )
Other comprehensive income (loss) before reclassifications (92 ) — 7 (85 )
Net amount reclassified from accumulated other comprehensive income (loss) — — (1 ) (1 )
Provision for income taxes — — (2 ) (2 )
Balance at June 30, 2018 $ (157 ) $ (17 ) $ 30 $ (144 )

	Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Derivative Instruments			Accumulated Other Comprehensive Loss
Balance at December 29, 2018	$	(179	)	$	(13	)	$	15		$	(177	)
Other comprehensive income (loss) before reclassifications		6			—			(16	)		(10	)
Net amount reclassified from accumulated other comprehensive loss		—			—			(4	)		(4	)
Provision for income taxes		—			—			5			5
Balance at March 30, 2019	$	(173	)	$	(13	)	$	—		$	(186	)

Two Quarterly Periods Ended	Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Derivative Instruments			Accumulated Other Comprehensive Loss
Balance at September 28, 2019	$	(279	)	$	(56	)	$	(51	)	$	(386	)
Other comprehensive loss before reclassifications		(42	)		(1	)		(180	)		(223	)
Net amount reclassified from accumulated other comprehensive loss		—			—			52			52
Provision for income taxes		(23	)		—			32			9
Balance at March 28, 2020	$	(344	)	$	(57	)	$	(147	)	$	(548	)

Three Quarterly Periods Ended	Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Interest Rate Swaps			Accumulated Other Comprehensive Loss
													Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Derivative Instruments			Accumulated Other Comprehensive Loss
Balance at September 29, 2018	$	(175	)	$	(13	)	$	32		$	(156	)	$	(175	)	$	(13	)	$	32		$	(156	)
Other comprehensive income (loss) before reclassifications		12			—			(82	)		(70	)		2			—			(38	)		(36	)
Net amount reclassified from accumulated other comprehensive income (loss)		—			—			(8	)		(8	)
Net amount reclassified from accumulated other comprehensive loss														—			—			(5	)		(5	)
Provision for income taxes		—			—			23			23			—			—			11			11
Balance at June 29, 2019	$	(163	)	$	(13	)	$	(35	)	$	(211	)
Balance at March 30, 2019													$	(173	)	$	(13	)	$	—		$	(186	)

Currency
Translation

Defined Benefit
Pension and Retiree
Health Benefit Plans

Interest
Rate Swaps

Accumulated Other
Comprehensive
Loss

Balance at September 30, 2017 $ (48 ) $ (16 ) $ (4 ) $ (68 )
Other comprehensive income (loss) before reclassifications (109 ) (1 ) 42 (68 )
Net amount reclassified from accumulated other comprehensive income (loss) — — 5 5
Provision for income taxes — — (13 ) (13 )
Balance at June 30, 2018 $ (157 ) $ (17 ) $ 30 $ (144 )

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

~~16.~~The following discussion should be read in conjunction with the consolidated financial statements of Berry Global Group, Inc. and its subsidiaries and the accompanying notes thereto, which information is included elsewhere herein. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in our most recent Form 10-K in the section titled "Risk Factors", Item 1A of the our Quarterly Report on Form 10-Q for the quarter ended March 28, 2020, and other risk factors identified from time to time in our subsequent periodic filings with the Securities and Exchange Commission. As a result, our actual results may differ materially from those contained in any forward-looking statements. The forward-looking statements referenced within this report should be read with the explanation of the qualifications and limitations included herein. Fiscal 2019 and fiscal 2020 are fifty-two week periods.

Executive Summary

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

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

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

RPC Group Plc

In July 2019, the Company completed the acquisition of RPC for aggregate consideration of $6.1 billion. RPC is a leading plastic product design and engineering company for packaging and select non-packaging markets, with 189 sites in 34 countries. RPC develops and manufactures a diverse range of products for a wide variety of customers, including many household names, and enjoys strong market positions in many of the end markets it serves and the geographical areas in which it operates. It uses a wide range of polymer conversion techniques and is also one of the largest plastic recyclers in Europe. The international based facilities are operated within the Consumer Packaging International segment with the remaining U.S. based facilities operated within the Consumer Packaging North America segment. The Company expects to realize annual cost synergies of $150 million of which an estimated $75 million is expected to be realized in fiscal 2020. See Note 4 to the Consolidated Financial Statements for further details on the acquisition of RPC.

Seal For Life

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

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

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

Due to differences in the timing of passing through resin cost changes to our customers on escalator/de-escalator programs, segments are negatively impacted in the short term when plastic resin costs increase and are positively impacted when plastic resin costs decrease. This timing lag and competitor behaviors related to passing through raw material cost changes could affect our results as plastic resin costs fluctuate.

Outlook.The Company is affected by general economic and industrial growth, plastic resin availability and affordability, and general industrial production. Our business has both geographic and end market diversity, which reduces the effect of any one of these factors on our overall performance. Our results are affected by our ability to pass through raw material and other cost changes to our customers, improve manufacturing productivity and adapt to volume changes of our customers, including those changes being impacted by the current COVID-19 pandemic. Based on current market conditions we believe both of our Consumer Packaging segments and our Engineered Materials segment will see negative volumes in the near-term as they are more highly indexed to food service and industrials markets as well as experiencing temporary delays in various project launches. We also believe our Health, Hygiene, & Specialties segment will continue to have strong volumes for the duration of fiscal 2020 as a result of strong demand for healthcare products. Despite some near-term pressures we believe our underlying long-term demand fundamentals in all divisions remains intact as we continue our focus on delivering protective solutions that enhance consumer safety and execute on the Company’s mission statement of “Always Advancing to Protect What’s Important”. For fiscal 2020, we project cash flow from operations and free cash flow of at least $1,400 million and $800 million, respectively. The free cash flow floor assumes an estimated $600 million of capital spending, cash taxes of $150 million, cash interest costs of $430 million, and other cash uses of $50 million related to changes in working capital, acquisition integration expenses and costs to achieve synergies. For the definition of free cash flow and further information related to free cash flow as a non-GAAP financial measure, see “Liquidity and Capital Resources”.

Results of Operations

Comparison of the Quarterly Period Ended March 28, 2020 (the "Quarter") and the Quarterly Period Ended March 30, 2019 (the "Prior Quarter")

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

Consolidated Overview
	Quarter			Prior Quarter			$ Change		% Change
Net sales	$	2,975		$	1,950		$	1,025		53	%
Operating income	$	284		$	185		$	99		54	%
Operating income percentage of net sales		10	%		9	%

The net sales growth is primarily attributed to acquisition net sales of $1,174 million and a base volume increase of 2%. These increases were partially offset by lower selling prices of $148 million due to the pass through of lower resin costs and Prior Quarter divestiture sales of $24 million.

The operating income increase is primarily attributed to acquisition operating income of $81 million, a $11 million decrease in business integration costs, a $9 million decrease in selling, general and administrative expenses primarily related to timing of issuing annual option awards to employees and an $8 million decrease in depreciation and amortization. These improvements were partially offset by a $9 million negative impact from price cost spread and Prior Quarter divestiture operating income of $7 million.

Consumer Packaging International
	Quarter			Prior Quarter			$ Change		% Change
Net sales	$	1,095		$	50		$	1,045		2,090	%
Operating income (loss)	$	61		$	(5	)	$	66		(1,320	)%
Operating income percentage of net sales		6	%		(10	)%

The net sales and operating income growth in the Consumer Packaging International segment is primarily attributed to the RPC acquisition.

Consumer Packaging North America
	Quarter			Prior Quarter			$ Change		% Change
Net sales	$	706		$	639		$	67		10	%
Operating income	$	83		$	62		$	21		34	%
Operating income percentage of net sales		12	%		10	%

The net sales growth in the Consumer Packaging North America segment is primarily attributed to acquisition net sales of $123 million related to the U.S. portion of the acquired RPC business, partially offset by lower selling prices of $56 million due to the pass through of lower resin costs.

The operating income increase is primarily attributed to acquisition operating income of $16 million and a $3 million decrease in depreciation and amortization.

Engineered Materials
	Quarter			Prior Quarter			$ Change			% Change
Net sales	$	598		$	619		$	(21	)		(3	)%
Operating income	$	88		$	74		$	14			19	%
Operating income percentage of net sales		15	%		12	%

The net sales decrease in the Engineered Materials segment is primarily attributed to lower selling prices of $39 million due to the pass through of lower resin costs, partially offset by a 2% base volume increase.

The operating income increase is primarily attributed to a $4 million decrease in depreciation and amortization, a $4 million decrease in selling, general and administrative expenses, and a favorable impact from price cost spread.

Health, Hygiene & Specialties
	Quarter			Prior Quarter			$ Change			% Change
Net sales	$	576		$	642		$	(66	)		(10	)%
Operating income	$	52		$	54		$	(2	)		(4	)%
Operating income percentage of net sales		9	%		8	%

The net sales decrease in the Health, Hygiene & Specialties segment is primarily attributed to lower selling prices of $52 million due to the pass through of lower resin costs and Prior Quarter sales of $24 million related to the divested SFL business. These decreases are partially offset by a 3% base volume increase.

The operating income decrease is primarily attributed to an $8 million unfavorable impact from price cost spread and Prior Quarter operating income of $7 million related to the divested SFL business. These decreases were partially offset by a $6 million decrease in business integration costs and a $3 million favorable impact from the base volume increase.

Other expense, net
	Quarter		Prior Quarter		$ Change			% Change
Other expense, net	$	—	$	23	$	(23	)		(100	)%

Other expense in the Quarter includes $20 million of debt extinguishment costs, primarily a result of the prepayment of the entire outstanding amount of our existing euro denominated term loan, offset by favorable foreign currency changes associated with the remeasurement of non-operating intercompany balances. The Prior Quarter contains non-recurring, unfavorable foreign currency changes related to the foreign exchange forward contracts entered into as a part of the RPC acquisition.

Interest expense, net
	Quarter		Prior Quarter		$ Change		% Change
Interest expense, net	$	111	$	66	$	45		68	%

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

Income tax expense
	Quarter		Prior Quarter		$ Change		% Change
Income tax expense	$	47	$	22	$	25		114	%

The effective tax rate was 27% for the quarter and was negatively impacted by 3% from U.S. state income taxes, 2% from uncertain tax positions, 2% from global intangible low-taxed income provisions, and was partially offset by other discrete items.

Changes in Comprehensive Income

The $206 million decline in comprehensive income from the Prior Quarter was primarily attributed to a $94 million unfavorable change in the fair value of derivative instruments, net of tax and a $163 million unfavorable change in currency translation, partially offset by a $52 million improvement in net income. Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the Quarter was primarily attributed to locations utilizing the euro, British pound sterling, Brazilian real, Canadian dollar, Chinese renminbi and Mexican peso as the functional currency. As part of the overall risk management, the Company uses derivative instruments to (i) reduce our exposure to changes in interest rates attributed to the Company’s borrowings and (ii) reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in fiscal 2020 versus fiscal 2019 is primarily attributed to the change in the forward interest and foreign exchange curves between measurement dates.

Comparison of the Two Quarterly Periods Ended March 28, 2020 (the "YTD") and the Two Quarterly Periods Ended March 30, 2019 (the "Prior YTD")

Consolidated Overview
	YTD			Prior YTD			$ Change		% Change
Net sales	$	5,791		$	3,922		$	1,869		48	%
Operating income	$	483		$	361		$	122		34	%
Operating income percentage of net sales		8	%		9	%

The net sales growth is primarily attributed to acquisition net sales of $2,256 million, partially offset by lower selling prices of $330 million due to the pass through of lower resin costs, Prior YTD divestiture sales of $52 million and a $13 million unfavorable impact from foreign currency changes.

The operating income increase is primarily attributed to acquisition operating income of $135 million, a $17 million decrease in business integration costs, a $16 million decrease in depreciation and amortization. These improvements were partially offset by a $29 million negative impact from price cost spread and Prior YTD divestiture operating income of $16 million.

Consumer Packaging International
	YTD			Prior YTD			$ Change		% Change
Net sales	$	2,105		$	101		$	2,004		1,984	%
Operating income	$	105		$	(1	)	$	106		(10,600	)%
Operating income percentage of net sales		5	%		(1	)%

The net sales and operating income growth in the Consumer Packaging International segment is attributed to the RPC acquisition.

Consumer Packaging North America
	YTD			Prior YTD			$ Change		% Change
Net sales	$	1,386		$	1,240		$	146		12	%
Operating income	$	133		$	95		$	38		40	%
Operating income percentage of net sales		10	%		8	%

The net sales growth in the Consumer Packaging North America segment is primarily attributed to acquisition net sales of $239 million related to the U.S. portion of the acquired RPC business and a 2% base volume improvement, partially offset by lower selling prices of $111 million due to the pass through of lower resin costs.

The operating income increase is primarily attributed to acquisition operating income of $27 million and a $5 million favorable impact from price cost spread.

Engineered Materials
	YTD			Prior YTD			$ Change			% Change
Net sales	$	1,183		$	1,280		$	(97	)		(8	)%
Operating income	$	159		$	167		$	(8	)		(5	)%
Operating income percentage of net sales		13	%		13	%

The net sales decrease in the Engineered Materials segment is primarily attributed to lower selling prices of $100 million due to the pass through of lower resin costs.

The operating income decrease is primarily attributed to a $15 million unfavorable impact from price cost spread partially offset by a $6 million decrease in depreciation and amortization.

Health, Hygiene & Specialties
	YTD			Prior YTD			$ Change			% Change
Net sales	$	1,117		$	1,301		$	(184	)		(14	)%
Operating income	$	86		$	100		$	(14	)		(14	)%
Operating income percentage of net sales		8	%		8	%

The net sales decrease in the Health, Hygiene & Specialties segment is primarily attributed to lower selling prices of $119 million due to the pass through of lower resin costs and Prior YTD sales of $52 million related to the divested SFL business.

The operating income decrease is primarily attributed to a $19 million unfavorable impact from price cost spread and Prior YTD operating income of $16 million related to the divested SFL business. These decreases are partially offset by a $15 million decrease in business integration costs and an $8 million decrease in depreciation and amortization.

Other expense, net
	YTD		Prior YTD		$ Change			% Change
Other expense, net	$	13	$	23	$	(10	)		(100	)%

The other expense decrease is primarily attributed to non-recurring, unfavorable foreign currency changes related to the foreign exchange forward contracts entered into as a part of the RPC acquisition in the Prior YTD.

Interest expense, net
	YTD		Prior YTD		$ Change		% Change
Interest expense, net	$	229	$	130	$	99		76	%

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

Income tax expense
	YTD		Prior YTD		$ Change		% Change
Income tax expense	$	68	$	46	$	22		48	%

The effective tax rate was 28% for the YTD and was negatively impacted by 3% from U.S. state income taxes, 2% from uncertain tax positions, 2% from global intangible low-taxed income provisions, and other discrete items.

Changes in Comprehensive Income

The $121 million decline in comprehensive income from the Prior YTD was primarily attributed to a $64 million unfavorable change in the fair value of derivative instruments, net of tax, and a $67 million unfavorable change in currency translation, partially offset by an $11 million improvement in net income. Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the YTD was primarily attributed to locations utilizing the euro, British pound sterling, Brazilian real, Canadian dollar, Chinese renminbi and Mexican peso as the functional currency. As part of the overall risk management, the Company uses derivative instruments to (i) reduce our exposure to changes in interest rates attributed to the Company’s borrowings and (ii) reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in fiscal 2020 versus fiscal 2019 is primarily attributed to the change in the forward interest and foreign exchange curves between measurement dates.

Liquidity and Capital Resources

Senior Secured Credit Facility

We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances. At the end of the Quarter, the Company had no outstanding balance on its $850 million asset-based revolving line of credit that matures in May 2024. The Company was in compliance with all covenants at the end of the Quarter (see Note 7).

Cash Flows

Net cash from operating activities increased $202 million from the Prior YTD primarily attributed to improved net income prior to non-cash activities related to the RPC acquisition.

Net cash used in investing activities decreased $140 million from the Prior YTD primarily attributed to proceeds from the settlement of cross-currency derivatives partially offset by increased capital expenditures as a result of the RPC acquisition.

Net cash used in financing activities increased $104 million from the Prior YTD primarily attributed to higher debt repayments partially offset by lower share repurchase activity.

Share Repurchases

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

Free Cash Flow

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

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

	Two Quarterly Periods Ended
	March 28, 2020
Cash flow from operating activities	$	533
Additions to property, plant and equipment, net		(263	)
Free cash flow	$	270

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

Liquidity Outlook

At March 28, 2020, our cash balance was $953 million, of which approximately 65% was located outside the U.S. We believe our existing U.S. based cash and cash flow from U.S. operations, together with available borrowings under our senior secured credit facilities, will be adequate to meet our liquidity needs over the next twelve months. We do not expect our free cash flow to be sufficient to cover all long-term debt obligations and intend to refinance these obligations prior to maturity. However, we cannot predict our future results of operations and our ability to meet our obligations involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our most recent Form 10-K filed with the Securities and Exchange Commission and in this Form 10-Q, if any.

Summarized Guarantor ~~and Non-Guarantor~~ Financial Information

Berry Global, Inc. (“Issuer”) has notes outstanding which are fully, jointly, severally, and unconditionally guaranteed by its parent, Berry Global Group, Inc. (for purposes of this ~~Note,~~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 ~~condensed consolidating~~summarized financial information for the Parent, Issuer and guarantor subsidiaries ~~and~~on a combined basis, after intercompany transactions have been eliminated.

	Two Quarterly Periods Ended
	March 28, 2020
Net sales	$	2,848
Gross profit		626
Earnings from continuing operations		92
Net income	$	92

Includes $12 million of income associated with intercompany activity from non-guarantor subsidiaries. ~~The Issuer and guarantor financial information includes all~~

	March 28, 2020		September 28, 2019
Assets
Current assets	$	1,671	$	856
Noncurrent assets		5,353		5,469

Liabilities
Current liabilities	$	953	$	436
Noncurrent liabilities		12,502		12,341

Includes $416 million of ~~our domestic operating subsidiaries; our~~current intercompany receivables due from non-guarantor subsidiaries include our foreign subsidiaries, certain immaterial domestic subsidiaries and the unrestricted subsidiaries under the Issuer’s indentures. The Parent uses the equity method to account for its ownership in the Issuer in the Condensed Consolidating Supplemental Financial Statements. The Issuer uses the equity method to account for its ownership in the guarantor and non-guarantor subsidiaries. All consolidating entries are included in the eliminations column along with the elimination of intercompany balances.

~~Condensed Supplemental Consolidated Balance Sheet~~

June 29, 2019
Parent Issuer
Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Eliminations Total
Current assets $ — $ 203 $ 1,160 $ 816 $ — $ 2,179
Intercompany receivable 203 1,762 — 24 (1,989 ) —
Property, plant, and equipment, net — 80 1,655 716 — 2,451
Other assets 1,688 6,402 4,740 426 (9,077 ) 4,179
Total assets $ 1,891 $ 8,447 $ 7,555 $ 1,982 $ (11,066 ) $ 8,809

Current liabilities $ 12 $ 356 $ 513 $ 275 $ — $ 1,156
Intercompany payable — — 1,989 — (1,989 ) —
Other long-term liabilities 333 5,650 57 67 — 6,107
Stockholders' equity 1,546 2,441 4,996 1,640 (9,077 ) 1,546
Total liabilities and stockholders' equity $ 1,891 $ 8,447 $ 7,555 $ 1,982 $ (11,066 ) $ 8,809

September 29, 2018
Parent Issuer
Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Eliminations Total
Current assets $ — $ 249 $ 1,240 $ 796 $ — $ 2,285
Intercompany receivable 296 1,907 — 49 (2,252 ) —
Property, plant and equipment, net — 79 1,684 725 — 2,488
Other assets 1,544 6,247 4,849 487 (8,769 ) 4,358
Total assets $ 1,840 $ 8,482 $ 7,773 $ 2,057 $ (11,021 ) $ 9,131

Current liabilities $ 18 $ 218 $ 635 $ 366 $ — $ 1,237
Intercompany payable — — 2,252 — (2,252 ) —
Other long-term liabilities 388 5,945 68 59 — 6,460
Stockholders' equity 1,434 2,319 4,818 1,632 (8,769 ) 1,434
Total liabilities and stockholders' equity $ 1,840 $ 8,482 $ 7,773 $ 2,057 $ (11,021 ) $ 9,131

~~Condensed Supplemental Consolidated Statements of Income~~

Quarterly Period Ended June 29, 2019
Parent Issuer
Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Eliminations Total
Net sales $ — $ 139 $ 1,358 $ 440 $ — $ 1,937
Cost of goods sold — 43 1,139 375 — 1,557
Selling, general and administrative — 13 84 28 — 125
Amortization of intangibles — — 33 5 — 38
Restructuring and impairment charges — — 1 1 — 2
Operating income — 83 101 31 — 215
Other expense (income), net — 135 — 1 — 136
Interest expense, net — 5 51 15 — 71
Equity in net income of subsidiaries (8 ) (51 ) — — 59 —
Income before income taxes 8 (6 ) 50 15 (59 ) 8
Income tax expense (5 ) (19 ) — 14 5 (5 )
Net income $ 13 $ 13 $ 50 $ 1 $ (64 ) $ 13
Comprehensive net income $ 13 $ (24 ) $ 50 $ 13 $ (64 ) $ (12 )

Quarterly Period Ended June 30, 2018
Parent Issuer
Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Eliminations Total
Net sales $ — $ 147 $ 1,452 $ 473 $ — $ 2,072
Cost of goods sold — 121 1,173 396 — 1,690
Selling, general and administrative — 14 70 35 — 119
Amortization of intangibles — — 34 6 — 40
Restructuring and impairment charges — — 4 3 — 7
Operating income (loss) — 12 171 33 — 216
Other income, net — — 1 2 — 3
Interest expense, net — 5 46 16 — 67
Equity in net income of subsidiaries (146 ) (128 ) — — 274 —
Income before income taxes 146 135 124 15 (274 ) 146
Income tax expense 36 25 3 8 (36 ) 36
Net income $ 110 $ 110 $ 121 $ 7 $ (238 ) $ 110
Comprehensive net income $ 110 $ 133 $ 121 $ (104 ) $ (238 ) $ 22

Three Quarterly Periods Ended June 29, 2019
Parent Issuer
Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Eliminations Total
Net sales $ — $ 417 $ 4,097 $ 1,345 $ — $ 5,859
Cost of goods sold — 204 3,403 1,147 — 4,754
Selling, general and administrative — 50 259 83 — 392
Amortization of intangibles — — 102 17 — 119
Restructuring and impairment charges — — 11 7 — 18
Operating income — 163 322 91 — 576
Other expense (income), net — 154 2 3 — 159
Interest expense, net — 14 142 45 — 201
Equity in net income of subsidiaries (216 ) (188 ) — — 404 —
Income before income taxes 216 183 178 43 (404 ) 216
Income tax expense 41 8 — 33 (41 ) 41
Net income $ 175 $ 175 $ 178 $ 10 $ (363 ) $ 175
Comprehensive net income $ 175 $ 122 $ 178 $ 8 $ (363 ) $ 120

Three Quarterly Periods Ended June 30, 2018
Parent Issuer
Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Eliminations Total
Net sales $ — $ 424 $ 4,026 $ 1,365 $ — $ 5,815
Cost of goods sold — 322 3,265 1,146 — 4,733
Selling, general and administrative — 44 233 89 — 366
Amortization of intangibles — — 96 20 — 116
Restructuring and impairment charges — — 20 13 — 33
Operating income — 58 412 97 — 567
Other expense (income), net — 5 8 4 — 17
Interest expense, net — 14 134 47 — 195
Equity in net income of subsidiaries (355 ) (287 ) — — 642 —
Income before income taxes 355 326 270 46 (642 ) 355
Income tax expense (8 ) (37 ) 4 25 8 (8 )
Net income $ 363 $ 363 $ 266 $ 21 $ (650 ) $ 363
Comprehensive net income $ 363 $ 387 $ 266 $ (79 ) $ (650 ) $ 287

~~Condensed Supplemental Consolidated Statements of Cash Flows~~

Three Quarterly Periods Ended June 29, 2019
Parent Issuer
Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Eliminations Total
Cash Flow from Operating Activities $ — $ 109 $ 448 $ 14 $ — $ 571
Cash Flow from Investing Activities
Additions to property, plant, and equipment — — (180 ) (91 ) — (271 )
Proceeds from sale of assets — — — — — —
(Contributions) distributions to/from subsidiaries 31 (31 ) — — — —
Intercompany advances (repayments) — 193 — — (193 ) —
Acquisition of business, net of cash acquired — — 2 — — 2
Net cash from investing activities 31 162 (178 ) (91 ) (193 ) (269 )

Cash Flow from Financing Activities
Repayments on long-term borrowings — (377 ) (5 ) (1 ) — (383 )
Proceeds from issuance of common stock 43 — — — — 43
Repurchase of common stock (74 ) — — — — (74 )
Payment of tax receivable agreement (16 ) — — — — (16 )
Changes in intercompany balances 16 — (267 ) 58 193 —
Net cash from financing activities (31 ) (377 ) (272 ) 57 193 (430 )

Effect of exchange rate changes on cash — — — 2 — 2

Net change in cash — (106 ) (2 ) (18 ) — (126 )
Cash and cash equivalents at beginning of period — 133 4 244 — 381
Cash and cash equivalents at end of period $ — $ 27 $ 2 $ 226 $ — $ 255

Three Quarterly Periods Ended June 30, 2018
Parent Issuer
Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Eliminations Total
Cash Flow from Operating Activities $ — $ 29 $ 480 $ 47 $ — $ 556
Cash Flow from Investing Activities
Additions to property, plant, and equipment — (5 ) (194 ) (71 ) — (270 )
Proceeds from sale of assets — — — 3 — 3
(Contributions) distributions to/from subsidiaries (17 ) (457 ) — — 474 —
Intercompany advances (repayments) — 314 — — (314 ) —
Acquisition of business, net of cash acquired — — (404 ) (70 ) — (474 )
Net cash from investing activities (17 ) (148 ) (598 ) (138 ) 160 (741 )

Cash Flow from Financing Activities
Proceeds from long-term borrowings — 497 — — — 497
Repayments on long-term borrowings — (219 ) (5 ) — — (224 )
Proceeds from issuance of common stock 17 — — — — 17
Payment of tax receivable agreement (37 ) — — — — (37 )
Contribution from Parent — — 404 70 (474 ) —
Debt financing costs — (1 ) — — — (1 )
Changes in intercompany balances 37 — (291 ) (60 ) 314 —
Net cash from financing activities 17 277 108 10 (160 ) 252

Effect of exchange rate changes on cash — — — (8 ) — (8 )

Net change in cash — 158 (10 ) (89 ) — 59
Cash and cash equivalents at beginning of period — 18 12 276 — 306
Cash and cash equivalents at end of period $ — $ 176 $ 13 $ 187 $ — $ 365

~~17. Subsequent Events~~

~~RPC Group Plc~~

In July 2019, the Company completed the acquisition of the entire outstanding share capital of RPC Group Plc (“RPC”), for aggregate consideration of approximately $6.5 billion (including refinancing of RPC’s net debt), which is preliminary and subject to adjustment. RPC is a leading plastic product design and engineering company for packaging and selected non-packaging markets,with 189 sites in 34 countries. RPC develops and manufactures a diverse range of products for a wide variety of customers, including many household names, and enjoys strong market positions in many of the end-markets it serves and the geographical areas in which it operates. It uses a wide range of polymer conversion techniques in both rigid and flexible plastics manufacture, and is now one of the largest plastic converters in Europe, combining both the development of innovative packaging and technical solutions for its customers with good levels of service and support. The acquired business will be primarily operated in a new Consumer Packaging International reporting segment.

To finance the all-cash purchase, the Company issued $1,250 million aggregate principal amount of 4.875% first priority senior secured notes due 2026, $500 million aggregate principal amount of 5.625% second priority senior secured notes due 2027, and entered into an incremental assumption agreement to provide incremental $4,250 million and €1,075 million term loans, due July 2026. Additionally, proceeds of the term loan were used to refinance the Company's existing $450 million term loan due February 2020.

The acquisition will be accounted for under the purchase method of accounting and the purchase price will be allocated to the identifiable assets and liabilities. Given the timing of the acquisition, a preliminary purchase price allocation is not yet available.

Unaudited, estimated pro forma net sales and net income was approximately $12.9 billion and $530 million, respectively, for fiscal 2018. The unaudited pro forma net sales and net income assume that the RPC acquisition had occurred as of ~~the beginning~~March 28, 2020 and $45 million of the respective period. This unaudited pro forma information provided is preliminary and subject to change, for informational purposes only and is not necessarily indicative of the operating results that would have occurred had the RPC acquisition been consummated at the beginning of the respective period, nor is it necessarily indicative of future operating results.

~~Seal For Life~~

In July 2019, the Company completed the sale of its Seal For Life ("SFL") business within our Health, Hygiene & Specialties reporting segment for total proceeds of approximately $330 million, which is preliminary and subject to adjustment. The SFL business has annual sales of approximately $120 million. For the period ended June 29, 2019, the Company has classified assets of $108 million and liabilities of $21 million as held for sale. We are in the process of evaluating the transaction and its impact on our financial statements and expect to record a gain in Other expense, net in the Consolidated Statements of Income.

It~~em 2. Management's Discussion and Analysis of Financial Condition and Results of Operations~~

This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in our most recent Form 10-K in the section titled "Risk Factors" and other risk factors identified from time to time in our periodic filings with the Securities and Exchange Commission. As a result, our actual results may differ materially from those contained in any forward-looking statements. The forward-looking statements referenced within this report should be read with the explanation of the qualifications and limitations included herein. Fiscal 2018 and fiscal 2019 are fifty-two week periods.

~~Executive Summary~~

~~Business.~~ The Company's operations are organized into three operating segments: Engineered Materials, Health, Hygiene & Specialties, and Consumer Packaging. The structure is designed to align us with our customers, provide optimal service, and drive future growth in a cost efficient manner. The Engineered Materials segment primarily consists of tapes and adhesives, polyethylene based film products, can liners, printed films, and specialty coated, and laminated products. The Health, Hygiene & Specialties segment primarily consists of nonwoven specialty materials and films used in hygiene, infection prevention, personal care, industrial, construction and filtration applications. The Consumer Packaging segment primarily consists of containers, foodservice items, closures, overcaps, bottles, prescription containers, and tubes.

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

~~RPC Group Plc~~

To finance the all-cash purchase, the Company issued $1,250 million aggregate principal amount of 4.875% first priority senior secured notes due 2026, $500 million aggregate principal amount of 5.625% second priority senior secured notes due 2027, and entered into an incremental assumption agreement to provide incremental $4,250 million and €1,075 million term loans due July 2026. Additionally, proceeds of the term loan were used to refinance the Company's existing $450 million term loan due February 2020.

In preparation of the July 2019 RPC acquisition, the Company entered into certain cross-currency swap agreements with notional amounts of €1,625 million and £700 million to effectively convert a portion of our U.S. dollar denominated term loans, including the monthly interest payments, to fixed-rate euro and fixed-rate pound sterling denominated debt. The swap agreements mature in June 2024. The risk management objective is to manage foreign currency risk relating to net investments in portions of the RPC business denominated in foreign currencies and reduce the variability in the functional currency cash flows of a portion of the Company’s term loans. Due to the post Quarter closing of the RPC acquisition, the contracts were not designated as hedgesnon-guarantor subsidiaries as of ~~June 29,~~September 28, 2019. ~~For the three months ended June 29, 2019, the Company recognized an unrealized loss of $18 million in Other expense, net in the Consolidated Statements of Income.~~

Additionally, the Company entered into certain foreign exchange forward contracts to partially mitigate the currency exchange rate risk associated with the GBP denominated purchase price. At June 29, 2019, the Company had outstanding forward contracts totaling £2.7 billion. For the quarter ended June 29, 2019, the Company recognized an unrealized loss of $120 million in Other expense, net in the Consolidated Statement of Income associated with the forward contracts.

~~Seal For Life~~

~~Laddawn, Inc.~~

In August 2018, the Company acquired Laddawn, Inc. ("Laddawn") for a purchase price of $241 million. Laddawn is a custom bag and film manufacturer with a unique-to-industry e-commerce sales platform. Laddawn reported $145 million in net sales for the twelve months ended July 31, 2018, and is operated in our Engineered Materials segment. The Company expects to realize annual cost synergies of $5 million with full realization in fiscal 2019. To finance the purchase, the Company used existing liquidity.

~~Clopay Plastic Products Company, Inc.~~

In February 2018, the Company acquired Clopay Plastic Products Company, Inc. ("Clopay") for a purchase price of $475 million. Clopay is an innovator in the development of printed breathable films, elastic films, and laminates with product offerings uniquely designed for applications used in a number of markets including: hygiene, healthcare, construction and industrial protective apparel. The acquired business is operated in our Health, Hygiene & Specialties segment. The Company expects to realize annual cost synergies of $40 million with full realization expected in fiscal 2019. To finance the purchase, the Company issued $500 million aggregate principle amount of 4.5% second priority notes through a private placement offering.

~~Raw Material Trends.~~ Our primary raw material is plastic resin consisting primarily of polypropylene and polyethylene. Plastic resins are subject to price fluctuations, including those arising from supply shortages and changes in the prices of natural gas, crude oil and other petrochemical intermediates from which resins are produced. The three month simple average price per pound, as published by U.S. market indexes, was as follows:

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

~~Outlook.~~ The Company is affected by general economic and industrial growth, plastic resin availability and affordability, and general industrial production. 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. We believe there are long term growth opportunities within the health, pharmaceuticals, personal care and food packaging markets existing outside of North America, especially in Asia, where our targeted capacity expansion along with expected per capita consumption increases should result in organic growth. Additionally, major investment in polyethylene and polypropylene globally should benefit the Company over the long-term. For fiscal 2020, we project cash flow from operations and free cash flow of $1,400 million and $800 million, respectively. The $800 million of free cash flow includes $600 million of capital spending, cash taxes of $160 million, cash interest costs of $500 million, and other cash uses of $90 million related to changes in working capital and items such as acquisition integration expenses and costs to achieve synergies. For the definition of Free cash flow and further information related to Free cash flow as a non-GAAP financial measure, see “Liquidity and Capital Resources.”

~~Results of Operations~~

~~Comparison of the Quarterly Period Ended June 29, 2019 (the "Quarter") and the Quarterly Period Ended June 30, 2018 (the "Prior Quarter")~~

Consolidated Overview
Quarter Prior Quarter $ Change % Change
Net sales $ 1,937 $ 2,072 $ (135 ) (7 %)
Operating income $ 215 $ 216 $ (1 ) 0 %
Operating income percentage of net sales 11 % 10 %

Net sales decreased by $135 million from the Prior Quarter primarily attributed to organic sales decrease of $158 million and a $16 million unfavorable impact from foreign currency changes, partially offset by acquisition net sales of $38 million. The organic sales decrease is primarily attributed to decreased selling prices of $94 million due to the pass through of lower resin costs and a 3% base volume decline.

The operating income decrease of $1 million from the Prior Quarter was primarily attributed to an $14 million impact from the base volume decline, a $13 million unfavorable impact from price cost spread, and a $6 million unfavorable impact from foreign currency changes. These decreases were partially offset by a $17 million decrease in business integration costs, a $12 million decrease in depreciation and amortization, and acquisition operating income of $3 million.

Engineered Materials
Quarter Prior Quarter $ Change % Change
Net sales $ 639 $ 687 $ (48 ) (7 %)
Operating income $ 83 $ 94 $ (11 ) (12 %)
Percentage of net sales 13 % 14 %

Net sales in the Engineered Materials segment decreased by $48 million from the Prior Quarter primarily attributed to an organic sales decline of $85 million, partially offset by acquisition net sales of $38 million. The organic sales decline is primarily attributed to decreased selling prices of $48 million and a 5% volume decrease due to supply chain disruptions in prior quarters related to material qualifications along with softness in industrial markets.

The operating income decrease of $11 million from the Prior Quarter was primarily attributed to an $12 million unfavorable impact from price cost spread, an $7 million impact from the base volume decline, and a $3 million increase in selling, general and administrative expenses. These decreases were partially offset by $5 million decrease in business integration costs, and acquisition operating income of $3 million.

Health, Hygiene & Specialties
Quarter Prior Quarter $ Change % Change
Net sales $ 646 $ 726 $ (80 ) (11 %)
Operating income $ 65 $ 62 $ 3 5 %
Percentage of net sales 10 % 9 %

Net sales in the Health, Hygiene & Specialties segment decreased $80 million from the Prior Quarter primarily attributed to an organic sales decline of $65 million and a $15 million unfavorable impact from foreign currency changes. The organic sales decline is primarily attributed to decreased selling prices of $21 million and a 6% volume decline as a result of weakness in the North American baby care market and customer product transitions in hygiene.

The operating income increase of $3 million from the Prior Quarter was primarily attributed to a $17 million decrease in business integration expenses and a $4 million decrease in selling, general and administrative expense. These increases were partially offset by a $11 million impact from the base volume decline and a $6 million unfavorable impact from foreign currency changes.

Consumer Packaging
Quarter Prior Quarter $ Change % Change
Net sales $ 652 $ 659 $ (7 ) (1 %)
Operating income $ 67 $ 60 $ 7 12 %
Percentage of net sales 10 % 9 %

Net sales in the Consumer Packaging segment decreased by $7 million from the Prior Quarter. The organic sales decline is primarily attributed to decreased selling prices of $25 million, partially offset by a 3% volume improvement.

The operating income increase of $7 million from the Prior Quarter was primarily attributed to a $8 million decrease in depreciation and amortization and a $4 million impact from the base volume increase. These increases were partially offset by a $6 million increase in business integration costs primarily related to the RPC acquisition.

Other expense, net
Quarter Prior Quarter $ Change % Change
Other expense, net $ 136 $ 3 $ 133 4,433 %

The other expense increase of $133 million from the Prior Quarter was primarily attributed to unfavorable foreign currency changes related to the foreign exchange forward contracts and cross-currency swaps entered into by the Company in preparation for the RPC acquisition which closed in July 2019.

Interest expense, net
Quarter Prior Quarter $ Change % Change
Interest expense, net $ 71 $ 67 $ 4 6 %

~~The interest expense increase of $4 million from the Prior Quarter is primarily attributed to interest on the senior secured notes held in escrow until the closing of the RPC acquisition in July 2019.~~

Income tax expense (benefit)
Quarter Prior Quarter $ Change % Change
Income tax expense (benefit) $ (5 ) $ 36 $ (41 ) (114 %)

The income tax expense decrease of $41 million from the Prior Quarter was primarily attributed to lower pre-tax book income. During the quarter, the Company recorded a $120 million loss on foreign exchange forward contracts related to the acquisition of RPC resulting in a $30 million tax benefit. After excluding the foreign exchange forward contract loss, the effective tax rate would be 19% for the quarter and was positively impacted by a 6% reduction in share-based compensation excess tax benefit deduction and a 3% benefit from the research and development credit. These favorable items were offset by increases of 3% from U.S. State income taxes, 1% from foreign valuation allowance, 3% from the annual GILTI inclusion and other discrete items.

~~Changes in Comprehensive Income~~

The $34 million decline in comprehensive income from the Prior Quarter was primarily attributed to a $97 million decline in net income and a $39 million unfavorable change in interest rate hedges, net of tax, partially offset by a $102 million favorable change in currency translation. Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the Quarter was primarily attributed to locations utilizing the euro, Brazilian real, Mexican peso and Chinese renminbi as the functional currency. As part of the overall risk management, the Company uses derivative instruments to reduce exposure to changes in interest rates attributed to the Company’s floating-rate borrowings and records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in fiscal 2019 versus fiscal 2018 is primarily attributed to the change in the forward interest curve between measurement dates.

~~Comparison of the Three Quarterly Periods Ended June 29, 2019 (the "YTD") and the Three Quarterly Periods Ended June 30, 2018 (the "Prior YTD")~~

Consolidated Overview
YTD Prior YTD $ Change % Change
Net sales $ 5,859 $ 5,815 $ 44 1 %
Operating income $ 576 $ 567 $ 9 2 %
Operating income percentage of net sales 10 % 10 %

The net sales increase of $44 million from the Prior YTD was primarily attributed to acquisition net sales of $273 million, partially offset by an organic sales decline of $181 million and a $49 million unfavorable impact from foreign currency changes. The organic sales decline is primarily attributed to a 3% volume decline and decreased selling prices of $17 million.

The operating income increase of $9 million from the Prior YTD was primarily attributed to a $23 million decrease in depreciation and amortization, acquisition operating income of $15 million, and a $15 million decrease in business integration costs. These increases are partially offset by $29 million from the base volume decline and a $15 million unfavorable impact from foreign currency changes.

Engineered Materials
YTD Prior YTD $ Change % Change
Net sales $ 1,936 $ 1,990 $ (54 ) (3 %)
Operating income $ 251 $ 276 $ (25 ) (9 %)
Operating income percentage of net sales 13 % 14 %

Net sales in the Engineered Materials segment decreased by $54 million from the Prior YTD primarily attributed to an organic sales decline of $160 million, partially offset by acquisition net sales of $109 million. The organic sales decline is primarily attributed to a 5% volume decline due to supply disruption related to material qualifications and softness in industrial markets. Additionally, selling prices declined $58 million due to the pass through on lower cost of goods sold.

The operating income decrease of $25 million from the Prior YTD was primarily attributed to an $18 million impact from the base volume decline, a $14 million unfavorable impact from price cost spread, and a $5 million increase in selling, general and administrative expenses. These decreases are partially offset by a $7 million decrease in depreciation and amortization and acquisition operating income of $4 million.

Health, Hygiene & Specialties
YTD Prior YTD $ Change % Change
Net sales $ 2,031 $ 2,009 $ 22 1 %
Operating income $ 171 $ 140 $ 31 22 %
Operating income percentage of net sales 8 % 7 %

Net sales in the Health, Hygiene & Specialties segment increased by $22 million from the Prior YTD primarily attributed to acquisition net sales of $164 million, partially offset by an organic sales decline of $96 million and a $46 million unfavorable impact from foreign currency changes. The organic sales decline is primarily attributed to a 6% volume decline as a result of weakness in the North American baby care market and customer product transitions in hygiene, partially offset by a $17 million benefit due to increased selling prices.

The operating income increase of $31 million from the Prior YTD was primarily attributed to a $32 million decrease in business integration expenses, a $12 million impact from improved price cost spread, acquisition operating income of $11 million, and a $8 million decrease in selling, general and administrative expenses. These increases are partially offset by a $23 million impact from the base volume decline and a $13 million unfavorable impact from foreign currency changes.

Consumer Packaging
YTD Prior YTD $ Change % Change
Net sales $ 1,892 $ 1,816 $ 76 4 %
Operating income $ 154 $ 151 $ 3 2 %
Operating income percentage of net sales 8 % 8 %

Net sales in the Consumer Packaging segment increased by $76 million from the Prior YTD primarily attributed to organic sales growth. The organic sales growth is primarily attributed to a 3% volume improvement and increased selling prices of $24 million.

The operating income increase of $3 million from the Prior YTD was primarily attributed to a $12 million impact from the base volume increase, and a $12 million decrease in depreciation and amortization. These increases were partially offset by an $18 million increase in business integration costs primarily related to the RPC acquisition, and a $5 million increase in selling, general and administrative expense.

Other expense, net
YTD Prior YTD $ Change % Change
Other expense, net $ 159 $ 17 $ 142 835 %

The other expense increase of $142 million from the Prior YTD was primarily attributed to unfavorable foreign currency changes related to the foreign exchange forward contracts and cross-currency swaps entered into by the Company in preparation for the RPC acquisition which closed in July 2019.

Interest expense, net
YTD Prior YTD $ Change % Change
Interest expense, net $ 201 $ 195 $ 6 3 %

The interest expense increase of $6 million from the Prior YTD was primarily attributed to interest on the senior secured notes held in escrow until the closing of the RPC acquisition in July 2019. These increases were partially offset by lower interest as a result of repayments on long-term borrowings in fiscal 2018.

Income tax expense (benefit)
YTD Prior YTD $ Change % Change
Income tax expense (benefit) $ 41 $ (8 ) $ 49 613 %

The income tax expense increase of $49 million from the Prior YTD was primarily attributed to the $95 million benefit recorded in the Company's Prior YTD as a result of the Tax Act more fully described in Note 10, partially offset by the complete phase-in of the Tax Act’s lower statutory rate in the current year, $30 million benefit related to loss on foreign exchange forward contracts, and an overall decline in pre-tax book income. After exclusion of the foreign exchange forward contract loss, our year-to-date effective tax rate was 21% and was positively impact by a 4% reduction in share-based compensation excess tax benefit deduction and a 2% benefit from the research and development credit. These favorable items were offset by an increase of 4% from U.S. State income taxes and a 2% from the annual GILTI inclusion and other discrete items.

~~Changes in Comprehensive Income~~

The $167 million decline in comprehensive income from the Prior YTD was primarily attributed to a $188 million decline in net income, and a $101 million unfavorable change in the fair value of interest rate hedges, net of tax, partially offset by a $121 million favorable change in currency translation. Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the YTD was primarily attributed to locations utilizing the euro, Brazilian real, Mexican peso and Chinese renminbi as the functional currency. As part of the overall risk management, the Company uses derivative instruments to reduce exposure to changes in interest rates attributed to the Company’s floating-rate borrowings and records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in fiscal 2019 versus fiscal 2018 is primarily attributed to the change in the forward interest curve between measurement dates.

~~Liquidity and Capital Resources~~

~~Senior Secured Credit Facility~~

We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances. At the end of the Quarter, the Company had no outstanding balance on its $850 million asset-based revolving line of credit that matures in May 2024. The Company has classified its term loan with a maturity date within the next twelve months as long-term based on our refinancing in July 2019 (see Note 17 for further information). The Company was in compliance with all covenants at the end of the Quarter (see Note 8).

~~Cash Flows~~

Net cash from operating activities increased $15 million from the Prior YTD primarily attributed to a decrease in working capital due to lower raw material costs partially offset by the settlement of interest rate hedge in Prior YTD.

~~Net cash used in investing activities decreased $472 million from the Prior YTD primarily attributed to the Clopay acquisition spending in the Prior YTD.~~

Net cash from financing activities decreased $682 million from the Prior YTD primarily attributed to proceeds from long-term borrowings related to the Clopay acquisition in the Prior YTD, and increased repayments of long-term debt and share repurchases in the YTD.

~~Share Repurchases~~

During the quarterly period ended June 29, 2019, the Company did not repurchase any shares. For the three quarterly periods ended June 29, 2019, the Company repurchased approximately 1,512 thousand shares for $72 million. As of June 29, 2019, $393 million of authorized share repurchases remain available to the Company.

~~Free Cash Flow~~

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

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

Three Quarterly Periods Ended
June 29, 2019 June 30, 2018
Cash flow from operating activities $ 571 $ 556
Additions to property, plant and equipment, net (271 ) (267 )
Payments of tax receivable agreement (16 ) (37 )
Free cash flow $ 284 $ 252

~~Liquidity Outlook~~

At June 29, 2019, our cash balance was $255 million, of which approximately 90% was located outside the U.S. The Company obtained permanent financing in connection with the completion of the RPC acquisition in July 2019. 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 and the financing for the acquisition of RPC, will be adequate to meet our liquidity needs over the next twelve months. We do not expect our free cash flow to be sufficient to cover all long-term debt obligations and intend to refinance these obligations prior to maturity. However, we cannot predict our future results of operations and our ability to meet our obligations involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our most recent Form 10-K filed with the Securities and Exchange Commission and in this Form 10-Q, if any.

~~Ite~~mItem 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate ~~Sensitivity~~Risk

We are exposed to market risk from changes in interest rates primarily through our senior secured credit facilities. ~~As of June 29, 2019, our~~Our senior secured credit facilities are comprised of (i) ~~$3.3~~$6.2 billion term loans and (ii) a $850 million revolving credit facility with no borrowings outstanding. Borrowings under our senior secured credit facilities bear interest at a rate equal to an applicable margin plus LIBOR. The applicable margin for LIBOR rate borrowings under the revolving credit facility ranges from 1.25% to 1.50%, and the margin for ~~the~~ term loans ~~range from 1.75% to~~is 2.00% per annum. As of ~~June 29, 2019,~~period end, the LIBOR rate of approximately ~~2.50%~~1.00% was applicable to the term loans. A 0.25% change in LIBOR would increase our annual interest expense by $4$8 million on variable rate term loans.

We seek to minimize interest rate volatility risk through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. These financial instruments are not used for trading or other speculative purposes. ~~As of June 29, 2019,~~At period end, the Company effectively had (i) a $450 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of ~~2.000%~~1.398%, with an ~~effective date in May 2017 and~~ expiration in ~~May 2022,~~June 2026, (ii) a $1 billion interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of ~~2.808%~~1.835% with an ~~effective date~~expiration in June ~~2018 and expiration in September 2021,~~2026, (iii) a $400 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of ~~2.533%~~1.916% with an ~~effective date in February 2019 and~~ expiration in ~~July 2023,~~June 2026, (iv) a $884 million interest rate swap transaction that swaps a ~~one month~~one-month variable LIBOR contract ~~plus 250 basis point spread~~ for a fixed annual rate of ~~4.357%~~1.857%, with an ~~effective date in July 2019 and~~ expiration in June 2024, and (v) a $473 million interest rate swap transaction that swaps a ~~one month~~one-month variable LIBOR contract ~~plus 250 basis point spread~~ for a fixed annual rate of ~~4.550%~~2.050%, with an ~~effective date in July 2019 and~~ expiration in June 2024.

Foreign Currency ~~Exchange Rates~~Risk

As a global company, we face foreign currency risk exposure from fluctuating currency exchange rates, primarily the U.S. dollar against the euro, British pound sterling, Brazilian real, ~~Argentine peso,~~ 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 ~~negative $7~~$12 million unfavorable impact on our ~~annual~~ Net ~~income.~~income for the two quarterly periods ended March 28, 2020.

The Company is party to certain cross-currency ~~swap agreements with a notional amount of €250 million~~swaps to ~~effectively convert~~hedge a portion of our ~~fixed-rate U.S. dollar denominated term loans, including the monthly interest payments, to fixed-rate euro-denominated debt.~~foreign currency risk. The swap agreements mature May ~~2022. The risk management objective is~~2022 (€250 million) and June 2024 (€1,625 million and £700 million). In addition to ~~manage foreign currency risk relating to net investments in certain European subsidiaries denominated in foreign currencies and reduce the variability in the functional currency cash flows of~~cross-currency swaps, we hedge a portion of ~~the Company’s term loans. In the future, we may attempt to manage~~ our foreign currency risk ~~on our anticipated cash movements~~ by ~~entering into~~designating foreign currency ~~forward contracts to offset potential~~denominated long-term debt as net investment hedges of certain foreign ~~exchange gains or losses.~~operations. As of March 28, 2020, we had outstanding long-term debt of €1,075 million that was designated as a hedge of our net investment in certain euro-denominated foreign subsidiaries.

~~Cross-Currency Swaps – RPC Acquisition~~

In preparation of the July 2019 RPC Group Plc (“RPC”) acquisition, the Company entered into certain cross-currency swap agreements with notional amounts of €1,625 million and £700 million to effectively convert a portion of our fixed-rate U.S. dollar denominated term loans, including the monthly interest payments, to fixed-rate euro and fixed-rate pound sterling denominated debt. The swap agreements mature in June 2024. The risk management objective is to manage foreign currency risk relating to net investments in portions of the RPC business denominated in foreign currencies and reduce the variability in the functional currency cash flows of a portion of the Company’s term loans. Due to the post Quarter closing of the RPC acquisition, the contracts were not designated as hedges as of June 29, 2019. For the three months ended June 29, 2019, the Company recognized an unrealized loss of $18 million in Other expense, net in the Consolidated Statements of Income.

~~Foreign Exchange Forward Contracts — RPC Acquisition~~

~~Ite~~mItem 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Under applicable Securities and Exchange Commission regulations, management of a reporting company, with the participation of the principal executive officer and principal financial officer, must periodically evaluate the company's "disclosure controls and procedures," which are defined generally as controls and other procedures of a reporting company designed to ensure that information required to be disclosed by the reporting company in its periodic reports filed with the commission (such as this Form 10-Q) is recorded, processed, summarized, and reported on a timely basis.

The Company's management, with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures as of ~~June 29, 2019.~~the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that ~~as of June 29, 2019,~~ the design and operation of our disclosure controls and procedures were effective at the reasonable assurance ~~level.~~level as of the end of the period covered by this report.

(b) Changes in internal controls.

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

There were no other changes in our internal control over financial reporting that occurred during the quarter ended ~~June 29, 2019~~ that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In July 2019, the Company completed the acquisition of the entire outstanding share capital of RPC, which added 189 sites in 34 countries. As we work to integrate and combine RPC into the Company’s existing internal control structure, we are evaluating RPC’s existing internal controls and procedures over financial reporting.

2724

Part II. Other Information

~~Ite~~mItem 1. Legal Proceedings

There have been no material changes in legal proceedings from the items disclosed in our Form 10-K filed with the Securities and Exchange Commission.

~~Ite~~mItem 1A. Risk Factors

Before investing in our securities, we recommend that investors carefully consider the risks described in our most recent Form 10-K filed with the Securities and Exchange Commission, including those under the heading "Risk Factors" and other information contained in this Quarterly Report. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows and results of operations. ~~Except as set forth below, there were~~

The ongoing COVID-19 pandemic could continue to have an adverse impact on our business, financial condition, liquidity, and results of operations, which may be material.

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

Forward-looking Statements and Other Factors Affecting Future Results.

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

●

risks associated with our substantial indebtedness and debt service;

●

changes in prices and availability of resin and other raw materials and our ability to pass on changes in raw material prices to our customers on a timely basis;

●	~~performance of our business and future operating results;~~

●	risks related to acquisitions or divestitures and integration of acquired businesses and their operations, ~~(including the acquisition of RPC Group Plc),~~ and realization of anticipated cost savings and synergies;

●

~~reliance on unpatented proprietary know-how~~risk related to international business, including as a result of the RPC transaction, including foreign currency exchange rate risk and ~~trade secrets;~~

●	~~increases in~~ the ~~cost~~risks of compliance with ~~laws and regulations, including environmental, safety, and production and product~~applicable export controls, sanctions, anti-corruption laws and regulations;

●	~~risks related to disruptions in the overall economy and the financial markets that may adversely impact our business;~~

●	~~risk of catastrophic loss of one of our key manufacturing facilities, natural disasters, and other unplanned business interruptions;~~

●	~~risks related to market acceptance of our developing technologies and products;~~

●	~~general business and economic conditions, particularly an economic downturn;~~

●	~~risks that our restructuring programs may entail greater implementation costs or result in lower cost savings than anticipated;~~

●	~~ability of our insurance to fully cover potential exposures;~~

●	~~risks of competition, including foreign competition, in our existing and future markets;~~

●	uncertainty regarding the United Kingdom’s withdrawal from the European Union and the outcome of future arrangements between the United Kingdom and the European Union;

●

~~risks related to~~ reliance on unpatented proprietary know-how and trade secrets;

●

the phase-out of the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with a different reference rate or modification of the method used to calculate ~~LIBOR;~~LIBOR, which may adversely affect interest rates;

●

increases in the cost of compliance with laws and regulations, including environmental, safety, anti-plastic legislation, production and product laws and regulations;

●

employee shutdowns or strikes or the failure to renew effective bargaining agreements;

●

risks related to disruptions in the overall economy and the financial markets that may adversely impact our business, including as a result of the COVID-19 pandemic;

●

risk of catastrophic loss of one of our key manufacturing facilities, natural disasters, and other unplanned business interruptions;

●

risks related to the failure of, inadequacy of, or attacks on our information technology systems and infrastructure;

●

risks related to market acceptance of our developing technologies and products;

●

general business and economic conditions, particularly an economic downturn;

●

risks that our restructuring programs may entail greater implementation costs or result in lower cost savings than anticipated;

●

ability of our insurance to fully cover potential exposures;

●

risks related to future write-offs of our substantial goodwill;

●

risks of competition, including foreign competition, in our existing and future markets;

●

new legislation or new regulations and the Company's corresponding interpretations of either may affect our business and consolidated financial condition and results of operations; and

●

the other factors discussed in our most recent Form 10-K and in this Form 10-Q in the section titled "Risk Factors."

We caution readers that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Form 10-Q may not in fact occur. Accordingly, investors should not place undue reliance on those statements. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

2825

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

Issuer Repurchases of Equity Securities

During the quarter, the Company did not repurchase any shares. As of ~~June 29, 2019,~~March 28, 2020, $393 million of authorized shares remained available to purchase under the program.

2926

ItItem 6. ~~em 6.~~ Exhibits

Exhibit No.		Description of Exhibit
3.1		Amended and Restated Bylaws of Berry Global Group, Inc., as amended and restated effective as of March 6, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on March 8, 2019) [corrected hyperlink].
4.1		Indenture, ~~by and between~~among Berry Global, ~~Escrow Corporation and~~Inc., certain guarantors party thereto, 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 ~~4.875%~~1.00% First Priority Senior Secured Notes due ~~2026,~~2025 and 1.50% First Priority Senior Secured Notes due 2027, dated ~~June 5, 2019~~January 2, 2020 (incorporated by reference to Exhibit 4.1 to the ~~Company’s~~Company's Form 8-K filed on ~~June 6, 2019)~~January 2, 2020).
~~4.2~~ 31.1*		Indenture, by and between Berry Global Escrow Corporation and 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 Form 8-K filed on June 6, 2019).~~
~~4.3~~		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 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 Form 8-K filed on July 2, 2019).~~
~~4.4~~		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 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 Form 8-K filed on July 2, 2019).~~
~~10.1~~		$850,000,000 Third Amended and Restated Revolving Credit Agreement, dated as of May 1, 2019, by and among Berry Global Group, Inc., Berry Global, Inc., the lenders party thereto from time to time, Bank of America, N.A., as collateral agent and administrative agent, and the lender parties thereto ~~(incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 6, 2019).~~
~~10.2~~		Incremental Assumption Agreement and Amendment, among Berry Global Group, Inc., Berry Global, Inc. and certain subsidiaries of Berry Global, Inc., as Loan Parties, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, Goldman Sachs Bank USA, as Initial Term U Lender, and Goldman Sachs Bank USA, as Initial Term V Lender, dated as of July 1, 2019 ~~(incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 2, 2019).~~
31.1*		Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
31.2* 31.2*		Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
32.1* 32.1*		Section 1350 Certification of the Chief Executive Officer.
32.2* 32.2*		Section 1350 Certification of the Chief Financial Officer.
~~101.~~ 101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data ~~Files.~~File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).

*	* Filed herewith

3027

S~~IGNATURE~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Berry Global Group, Inc.

~~July 31, 2019~~May 1, 2020	By:	/s/ Mark W. Miles
		Mark W. Miles
		Chief Financial Officer

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	BERY	New York Stock Exchange

~~Title of each class~~	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~
~~Common Stock, $0.01 par value per share~~	~~BERY~~	~~New York Stock Exchange LLC~~

Working capital ^(a)	$	70
Property and equipment		164
Intangible assets		125
Goodwill		111
Other assets and long-term liabilities		5

	Employee Severance and Benefits			Facility Exit Costs			Non-cash Impairment Charges			Total
Balance at September 29, 2018	$	9		$	4		$	—		$	13
Charges		7			4			7			18
Non-cash asset impairment		—			—			(7	)		(7	)
Cash payments		(13	)		(3	)		—			(16	)
Balance at June 29, 2019	$	3		$	5		$	—		$	8

	As of September 29, 2018
	Level 1		Level 2		Level 3		Total		Impairment
Indefinite-lived trademarks	$	—	$	—	$	248	$	248	$	—
Goodwill		—		—		2,944		2,944		—
Definite lived intangible assets		—		—		1,092		1,092		—
Property, plant, and equipment		—		—		2,488		2,488		—
Total	$	—	$	—	$	6,772	$	6,772	$	—

	June 29, 2019		September 29, 2018
Total assets:
Engineered Materials	$	1,931	$	1,998
Health, Hygiene & Specialties		3,738		3,913
Consumer Packaging		3,140		3,220
Total assets	$	8,809	$	9,131

Total goodwill:
Engineered Materials	$	641	$	632
Health, Hygiene & Specialties		861		902
Consumer Packaging		1,409		1,410
Total goodwill	$	2,911	$	2,944

	June 29, 2019		September 29, 2018
Long-lived assets:
North America	$	5,611	$	5,764
South America		328		320
Europe		380		463
Asia		311		299
Total Long-lived assets	$	6,630	$	6,846

	June 29, 2019
	Parent		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
Current assets	$	—	$	203	$	1,160	$	816	$	—		$	2,179
Intercompany receivable		203		1,762		—		24		(1,989	)		—
Property, plant, and equipment, net		—		80		1,655		716		—			2,451
Other assets		1,688		6,402		4,740		426		(9,077	)		4,179
Total assets	$	1,891	$	8,447	$	7,555	$	1,982	$	(11,066	)	$	8,809

Current liabilities	$	12	$	356	$	513	$	275	$	—		$	1,156
Intercompany payable		—		—		1,989		—		(1,989	)		—
Other long-term liabilities		333		5,650		57		67		—			6,107
Stockholders' equity		1,546		2,441		4,996		1,640		(9,077	)		1,546
Total liabilities and stockholders' equity	$	1,891	$	8,447	$	7,555	$	1,982	$	(11,066	)	$	8,809

	Quarterly Period Ended June 29, 2019
	Parent			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
Net sales	$	—		$	139		$	1,358	$	440	$	—		$	1,937
Cost of goods sold		—			43			1,139		375		—			1,557
Selling, general and administrative		—			13			84		28		—			125
Amortization of intangibles		—			—			33		5		—			38
Restructuring and impairment charges		—			—			1		1		—			2
Operating income		—			83			101		31		—			215
Other expense (income), net		—			135			—		1		—			136
Interest expense, net		—			5			51		15		—			71
Equity in net income of subsidiaries		(8	)		(51	)		—		—		59			—
Income before income taxes		8			(6	)		50		15		(59	)		8
Income tax expense		(5	)		(19	)		—		14		5			(5	)
Net income	$	13		$	13		$	50	$	1	$	(64	)	$	13
Comprehensive net income	$	13		$	(24	)	$	50	$	13	$	(64	)	$	(12	)

	Quarterly Period Ended June 30, 2018
	Parent			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	—		$	147		$	1,452	$	473		$	—		$	2,072
Cost of goods sold		—			121			1,173		396			—			1,690
Selling, general and administrative		—			14			70		35			—			119
Amortization of intangibles		—			—			34		6			—			40
Restructuring and impairment charges		—			—			4		3			—			7
Operating income (loss)		—			12			171		33			—			216
Other income, net		—			—			1		2			—			3
Interest expense, net		—			5			46		16			—			67
Equity in net income of subsidiaries		(146	)		(128	)		—		—			274			—
Income before income taxes		146			135			124		15			(274	)		146
Income tax expense		36			25			3		8			(36	)		36
Net income	$	110		$	110		$	121	$	7		$	(238	)	$	110
Comprehensive net income	$	110		$	133		$	121	$	(104	)	$	(238	)	$	22

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