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Magnera Corporation
Consolidated and Combined Statements of Operations
(Unaudited)
Quarterly Period Ended Three Quarterly Periods Ended
(in millions of dollars, except per share amounts) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net sales $ 857 $ 839 $ 2,445 $ 2,365
Costs and expenses:
Cost of goods sold 745 749 2,141 2,116
Selling, general and administrative 56 50 156 144
Amortization of intangibles 11 13 34 41
Restructuring and other activities 23 14 61 69
Operating income (loss) 22 13 53 (5 )
Other expense, net 3 — 5 26
Interest expense, net 37 37 112 102
Loss before income taxes (18 ) (24 ) (64 ) (133 )
Income tax expense (benefit) 2 (6 ) 8 (14 )
Net loss $ (20 ) $ (18 ) $ (72 ) $ (119 )
Net loss per share: Basic and diluted $ (0.56 ) $ (0.51 ) (2.01 ) (3.35 )
Consolidated and Combined Statements of Comprehensive Income (Loss)
(Unaudited)
Quarterly Period Ended Three Quarterly Periods Ended
(in millions of dollars) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net loss $ (20 ) $ (18 ) $ (72 ) $ (119 )
Other comprehensive income, net of tax:
Currency translation gain (loss) (6 ) 50 12 4
Other comprehensive income (loss) (6 ) 50 12 4
Comprehensive income (loss) $ (26 ) $ 32 (60 ) (115 )
See notes to Condensed Consolidated and Combined Financial Statements.
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Magnera Corporation
Condensed Consolidated Balance Sheets
(in millions of dollars) June 27, 2026 September 27, 2025
Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 280 $ 305
Accounts receivable 531 522
Finished goods 297 303
Raw materials 201 171
Prepaid expenses and other current assets 83 122
Total current assets 1,392 1,423
Noncurrent assets:
Property, plant and equipment 1,393 1,476
Goodwill and intangible assets 858 890
Right-of-use assets 58 62
Other assets 133 138
Total assets $ 3,834 $ 3,989
Liabilities and equity
Current liabilities:
Accounts payable $ 361 $ 356
Accrued employee costs 86 90
Other current liabilities 122 155
Total current liabilities 569 601
Noncurrent liabilities:
Long-term debt 1,901 1,952
Deferred income taxes 50 46
Operating lease liabilities 42 45
Other long-term liabilities 255 281
Total liabilities 2,817 2,925
Equity:
Common stock (35.8 and 35.6 million shares issued, respectively) 1 1
Additional paid-in capital 1,430 1,417
Retained loss (231 ) (159 )
Accumulated other comprehensive loss (183 ) (195 )
Total equity 1,017 1,064
Total liabilities and equity $ 3,834 $ 3,989
See notes to Condensed Consolidated and Combined Financial Statements.
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Magnera Corporation
Condensed Consolidated and Combined Statements of Cash Flows
(Unaudited)
Three Quarterly Periods Ended
(in millions of dollars) June 27, 2026 June 28, 2025
Cash Flows from Operating Activities:
Net loss $ (72 ) $ (119 )
Adjustments to reconcile net cash from operating activities:
Depreciation 116 128
Amortization of intangibles 34 41
Non-cash interest expense 18 12
Deferred income tax (2 ) 7
Share-based compensation expense 13 15
Loss on disposition of facility 7 —
Other non-cash operating activities, net 11 45
Changes in working capital, net (34 ) (119 )
Changes in other assets and liabilities (15 ) (3 )
Net cash from operating activities 76 7
Cash Flows from Investing Activities:
Additions to property, plant and equipment (44 ) (52 )
Proceeds from divestiture 7 —
Cash acquired from merger — 37
Settlement of net investment hedges — 22
Net cash (used in) from investing activities (37 ) 7
Cash Flows from Financing Activities:
Proceeds from long-term borrowings — 1,556
Repayments on long-term borrowings (65 ) (434 )
Transfers from parent, net — 34
Cash distributions to parent — (1,111 )
Debt fees and other, net — (17 )
Net cash (used in) from financing activities (65 ) 28
Effect of currency translation on cash 1 4
Net change in cash and cash equivalents (25 ) 46
Cash and cash equivalents at beginning of period 305 230
Cash and cash equivalents at the end of period $ 280 $ 276
See notes to Condensed Consolidated and Combined Financial Statements.
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Magnera Corporation
Consolidated and Combined Statements of Changes in Equity
(Unaudited)
Accumulated Other
Quarterly Period Ended Common Berry Net Additional Comprehensive Loss - Retained Total
(in millions of dollars) Stock Investment Paid-in Capital Currency Translation Loss Equity
Balance at March 28, 2026 $ 1 $ — $ 1,426 $ (177 ) $ (211 ) $ 1,039
Net loss — — — — (20 ) (20 )
Other comprehensive loss — — — (6 ) — (6 )
Share-based compensation — — 4 — — 4
Balance at June 27, 2026 $ 1 $ — $ 1,430 $ (183 ) $ (231 ) $ 1,017
Balance at March 29, 2025 $ 1 $ — $ 1,407 $ (214 ) $ (101 ) $ 1,093
Net loss — — — — (18 ) (18 )
Other comprehensive income — — — 50 — 50
Share-based compensation — — 5 — — 5
Other — — 1 — — 1
Balance at June 28, 2025 $ 1 $ — $ 1,413 $ (164 ) $ (119 ) $ 1,131
Accumulated Other
Three Quarterly Periods Ended Common Berry Net Additional Comprehensive Loss - Retained Total
(in millions of dollars) Stock Investment Paid-in Capital Currency Translation Loss Equity
Balance at September 27, 2025 $ 1 $ — $ 1,417 $ (195 ) $ (159 ) $ 1,064
Net loss — — — — (72 ) (72 )
Other comprehensive income — — — 12 — 12
Share-based compensation — — 13 — — 13
Balance at June 27, 2026 $ 1 $ — $ 1,430 $ (183 ) $ (231 ) $ 1,017
Balance at September 28, 2024 $ — $ 2,307 $ — $ (168 ) $ — $ 2,139
Net loss — — — — (119 ) (119 )
Other comprehensive income — — — 4 — 4
Cash distribution to parent — (1,111 ) — — — (1,111 )
Transfers from parent, net — 129 — — — 129
Distribution of parent’s net investment 1 (1,325 ) 1,324 — $ — —
Acquisition — — 74 — — 74
Share-based compensation — — 15 — — 15
Balance at June 28, 2025 $ 1 $ — $ 1,413 $ (164 ) $ (119 ) $ 1,131
See notes to Condensed Consolidated and Combined Financial Statements.
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Magnera Corporation
Notes to Condensed Consolidated and Combined Financial Statements
(Unaudited)
(tables in millions of dollars, except per share data)
1. Basis of Presentation
On November 4, 2024 (the
“Closing Date”), Treasure Holdco, Inc., a wholly owned subsidiary of
Berry Global Group, Inc. (“Berry”), completed its merger (the “merger”) with
the Glatfelter Corporation which concurrently changed its name to Magnera
Corporation ("Magnera" or the "Company").
The Condensed Consolidated and Combined
Financial Statements contain combined financial statements for the fiscal
periods prior to the Closing Date of the merger and were prepared on a
stand-alone basis. The pre-merger Combined Financial Statements of Operations,
Comprehensive Income (Loss), Cash Flows and Changes in Equity have been
prepared on a carve-out basis, which include assumptions underlying the
preparation that management believes are reasonable. However, the combined
pre-merger financial information included herein may not necessarily reflect
the Company’s results of operations, comprehensive income (loss), cash flows
and changes in equity had the Company been an independent stand-alone company
during the periods presented.
The accompanying unaudited Condensed Consolidated and Combined Financial Statements of Magnera 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 (the "SEC") for interim reporting. 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. 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
Form 10-K filed with the SEC on November 25, 2025.
Recently Issued
Accounting Pronouncements
In 2023, the Financial Accounting Standards Board ("FASB") issued
guidance with the goal of providing more information in the income tax
reconciliation table and regarding income taxes paid. This Accounting Standard
Update ("ASU") is effective for fiscal years beginning after December
15, 2024, may be applied prospectively or retrospectively, and allows for early
adoption. The Company is currently evaluating the impact of adopting this
guidance, which will be effective for the fiscal year ending September 26, 2026.
In 2024, the FASB issued
guidance with the goal of providing more expense information for certain
categories of expenses that are included in line items on the face of the
statements of operations. This ASU is effective for fiscal years beginning
after December 15, 2026 and for interim periods beginning after December 15,
2027, may be adopted on a prospective or retrospective basis, and allows for
early adoption. The Company is currently evaluating the impact of adopting this
guidance.
2. Revenue and Accounts Receivable
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. Generally, our revenue is recognized for standard promised goods at the time of shipment, when title and risk of loss pass to the customer. The Company disaggregates revenue based on reportable business segment, geography, and significant product line. See Note 8. Segment and Geographic Data.
The Company records current expected credit losses based on a variety of factors including historical loss experience and current customer financial condition. The reserve as of each
period end and changes to our current expected credit losses, write-off
activity, and recoveries were not material for any of the periods presented.
The Company participates in
customer supply chain financing programs to collect certain receivables through
third-party financial institutions. These arrangements qualify as true sales,
as the receivables are transferred without recourse. As a result, the balances
are removed from trade receivables on the balance sheet, and the cash proceeds
are reported as operating cash flows.
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3. Restructuring and Other Activities
During fiscal year 2025, the Company
announced cost savings initiatives including plant rationalizations in all
segments as part of the Project CORE restructuring plan. The project is
expected to be carried out over the next two fiscal years, with the operations
savings intended to counter general economic softness.
The table below sets forth the significant components of the Restructuring and other activities, including supply chain financings activity charges recognized for the periods presented, by reportable segment:
Quarterly Period Ended Three Quarterly Periods Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Americas $ 11 $ 10 $ 38 $ 44
Rest of World 12 4 23 25
Consolidated $ 23 $ 14 $ 61 $ 69
The table below sets forth the activity with respect to the Restructuring and other activities accrual at June 27, 2026:
Restructuring
Employee Severance Facility Exit Non-Cash Integration
and Benefits Costs Charges(a) and Other Total
Balance at September 27, 2025 $ 13 $ — $ — $ 2 $ 15
Charges 13 3 10 35 61
Non-cash items — — (10 ) — (10 )
Cash payments (21 ) (3 ) — (37 ) (61 )
Balance at June 27, 2026 $ 5 $ — $ — $ — $ 5
(a) Includes $7 million non-cash loss on divestiture of facility executed in the quarter in Rest of World.
4. Leases
The Company leases certain manufacturing facilities, warehouses, office space, manufacturing equipment, office equipment, and automobiles.
Supplemental lease information is as follows:
Leases Classification June 27, 2026 September 27, 2025
Operating leases:
Operating lease right-of-use assets Right-of-use asset $ 58 $ 62
Current operating lease liabilities Other current liabilities 18 18
Noncurrent operating lease liabilities Operating lease liabilities 42 45
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5. Long-Term Debt
Long-term debt consists of the following:
Facility Maturity Date June 27, 2026 September 27, 2025
Term loan November 2031 $ 706 $ 731
Revolving credit facility November 2029 — —
4.75% First Priority Senior Secured Notes October 2029 500 500
7.25% First Priority Senior Secured Notes November 2031 760 800
Debt discounts, deferred fees and other (65 ) (79 )
Total long-term debt $ 1,901 $ 1,952
Despite not having financial maintenance covenants on our term loan and secured notes, these agreements do contain certain negative covenants. The failure to comply with these negative covenants could restrict our ability to incur additional indebtedness, enter into certain significant business combinations, make distributions or redeem indebtedness. We are in compliance with all long-term debt covenants as of June 27, 2026.
Debt discounts and
deferred financing fees are presented net of Long-term debt, less the current
portion on the Condensed Consolidated Balance Sheets and are amortized to
Interest expense, net on the Consolidated and Combined Statements of Income
through maturity.
6. 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 foreign currencies and interest rates. These financial instruments are not used for trading or other speculative purposes.
Cross-Currency Swaps
The Company is party to certain cross-currency swaps to hedge a portion of our foreign currency risk. The
swap agreements mature November 2027 (€250 million) and November 2029 (€425 million). The swaps are
designated as a hedge of the Company’s foreign currency investment in its foreign
subsidiaries. The activity on net investment hedges, net of tax, recorded in Accumulated other comprehensive loss for the three quarterly periods ended June 27, 2026 and June 28, 2025 was a loss of $16 million and a gain of $67 million, respectively. When valuing cross-currency swaps, the Company utilizes Level 2 inputs (substantially observable).
The Company records the fair value positions of all derivative financial instruments on a net basis by counterparty for which a master netting arrangement is utilized. Balances on a gross basis are as follows:
Derivative Instruments Hedge Designation Balance Sheet Location June 27, 2026 September 27, 2025
Cross-currency swaps Designated Other long-term liabilities $ 78 $ 99
The effect of the Company’s derivative financial instruments on the Consolidated and Combined Statements of Operations is as follows:
Quarterly Period Ended Three Quarterly Periods Ended
Derivative Instruments Statements of Operations Location June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Cross-currency swaps Interest expense, net $ (2 ) $ (2 ) $ (6 ) $ (7 )
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 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. No impairment indicators were identified in the current quarter, but sustained periods of lower
valuation market multiples or future declines in our expected operating performance could result in impairment charges in the future.
The Company’s financial instruments consist primarily of cash and cash equivalents, long-term debt, and cross-currency swap agreements. The book value of our marketable long-term indebtedness exceeded fair value by $48 million as of June 27, 2026. The Company’s long-term debt fair values were determined using Level 2 inputs (substantially observable).
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7. Income Taxes
The year-to-date effective income
tax rate was unfavorably impacted by the jurisdictional mix of pre-tax results
among the Company and its subsidiaries and losses, which generate no tax
benefit in domestic and certain foreign jurisdictions. Foreign income taxed
in the U.S., as well as certain changes in applicable withholding taxes, also unfavorably influenced the effective tax rate.
8. Segment and Geographic Data
The Company’s operations are organized into two operating and reportable segments: Americas and Rest of World. The structure is designed to align us with our customers, provide improved service, drive future growth, and facilitate synergy realization. Adjusted
EBITDA is the primary measure of profit (loss) used by the chief operating
decision maker ("CODM"), our CEO, to evaluate the performance of and
allocate resources among our reportable segments. The Company defines Adjusted EBITDA as
operating income adjusted to eliminate the impact of certain items that the
Company does not consider indicative of its ongoing operating performance. The
Company's management, including the CODM, uses Adjusted EBITDA to evaluate
segment performance and allocate resources. The accounting policies of the
reportable segments are the same as those in the Condensed Consolidated and Combined Financial
Statements. The Company's CODM uses consolidated expense information in the
evaluation of segment performance and to allocate resources and is not
regularly provided disaggregated expense information for each of the reportable
segments.
Selected information by reportable segment is presented in the following tables:
Quarterly Period Ended Three Quarterly Periods Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net Sales
Americas $ 476 $ 473 $ 1,353 $ 1,366
Rest of World 381 366 1,092 999
Total net sales $ 857 $ 839 $ 2,445 $ 2,365
Segment operating expenses(4)
Americas $ 405 $ 412 $ 1,166 $ 1,185
Rest of World 353 336 997 916
Total segment operating expenses $ 758 $ 748 $ 2,163 $ 2,101
Adjusted EBITDA
Americas $ 71 $ 61 $ 187 $ 181
Rest of World 28 30 95 83
Total adjusted EBITDA $ 99 $ 91 $ 282 $ 264
Reconciling items:
Depreciation and amortization $ 50 $ 58 $ 150 $ 169
Restructuring, transaction, business optimization and other activities 16 13 52 64
Argentina hyperinflation(1) — 1 3 1
Corporate expense allocation(2) — — — 3
Other non-cash charges(3) 11 6 24 32
Operating income (loss) 22 13 53 (5 )
Interest expense, net and other expense, net 40 37 117 128
Loss before income taxes $ (18 ) $ (24 ) $ (64 ) $ (133 )
(1)
Impact of hyperinflation
includes the adverse impact of highly inflationary accounting for subsidiaries
in Argentina where the functional currency was the Argentine Peso.
(2)
Consists of estimated
parent-allocated charges for the prior year merger, which is required by
GAAP as part of the carve-out financial statement process.
(3)
Includes stock compensation
expense and other non-cash items, including $10 million of expenses for disposals and sale of assets in the three quarterly periods ended June 27, 2026 and $12 million of inventory step-up
charges related to the prior year merger in the three quarterly periods ended June 28, 2025.
(4)
Segment operating expenses
include primarily cost of goods sold and selling, general and administrative
expenses.
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Depreciation and amortization
Americas $ 32 $ 35 $ 95 $ 107
Rest of World 18 23 55 62
Total depreciation and amortization $ 50 $ 58 $ 150 $ 169
Total assets and capital expenditures by segment are not disclosed as the CODM does not utilize these measures to evaluate segment performance or
allocate resources and capital.
Selected information by geographical region is presented in the following table:
Quarterly Period Ended Three Quarterly Periods Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net sales
United States and Canada $ 358 $ 369 $ 1,046 $ 1,042
Latin America 118 104 307 324
Rest of World 381 366 1,092 999
Total net sales $ 857 $ 839 $ 2,445 $ 2,365
Selected information by product line is presented in the following table:
Quarterly Period Ended Three Quarterly Periods Ended
(in percentages) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net sales
Personal Care 45 % 46 % 47 % 48 %
Consumer Solutions 55 % 54 % 53 % 52 %
Total net sales 100 % 100 % 100 % 100 %
9. Contingencies and Commitments
Litigation
The Company is
party to various legal proceedings involving routine claims which are
incidental to its business. Although the Company’s legal and
financial liability with respect to such proceedings cannot be estimated with
certainty, the Company believes that any ultimate liability would not be
material to its Condensed and Consolidated Balance Sheet, Consolidated and Combined Statements of
Operations, or Cash Flows.
Environmental Claims
Over the next 29 years, we are primarily responsible for the reimbursement of government
oversight costs associated with certain environmental claims regarding the Fox
River located in Wisconsin. At June 27, 2026, the outstanding balance of
the environmental liability and corresponding escrow asset were $17 million
and $9 million, respectively.
Tax Claims
As part of a previous
acquisition, the Company acquired a liability related to certain tax claims.
Depending on the resolution of the tax claims, the settlement has a range of outcomes
that is not expected to exceed $66 million as of June 27, 2026, with an
eventual payment to the Brazilian government and/or the selling stockholders of
the previous acquisition. The Company has recorded an estimated liability on the Condensed Consolidated Balance Sheets in Other long-term
liabilities.
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10. Basic and Diluted Net Loss Per Share
Basic net income or earnings per share ("EPS") is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents.
The following tables provide a reconciliation of the numerator and denominator of the basic and diluted EPS calculations:
Quarterly Period Ended Three Quarterly Periods Ended
(in millions) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Numerator
Consolidated net loss $ (20 ) $ (18 ) $ (72 ) $ (119 )
Denominator
Weighted average common shares outstanding - basic and dilutive 35.9 35.6 35.8 35.5
Net loss per share:
Basic and diluted $ (0.56 ) $ (0.51 ) $ (2.01 ) $ (3.35 )
Shares excluded from the current period calculation, as the effect of their conversion into shares of our common stock would be antidilutive were 2.1 million.
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