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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to __________

Commission File Number: 001-39528

PACTIV EVERGREEN INC.

(Exact Name of Registrant as Specified in Its Charter)

    Delaware

    88-0927268

    (State or Other Jurisdiction of 
Incorporation or Organization)

    (I.R.S. Employer
Identification Number)

1900 W. Field Court

Lake Forest, Illinois 60045

(Address of principal executive offices) (Zip Code)

Telephone: (847) 482-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	PTVE	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☑	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The registrant had 179,~~149~~254,~~463~~637 shares of common stock, $0.001 par value per share, outstanding as of ~~April~~July 26, 2024.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of Income (Loss)	3
	Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2527
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3236
Item 4.	Controls and Procedures	3236
PART II.	OTHER INFORMATION	3337
Item 1.	Legal Proceedings	3337
Item 1A.	Risk Factors	3337
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3337
Item 3.	Defaults Upon Senior Securities	3337
Item 4.	Mine Safety Disclosures	3337
Item 5.	Other Information	3337
Item 6.	Exhibits	3438
	Signatures	3640

FORWARD-LOOKING STATEMENTS

This report contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies, anticipated trends in our business and anticipated growth in the markets served by our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2023. You should specifically consider these numerous risks. These risks include, among others, those related to:

•

fluctuations in raw material, energy and freight costs;

•

failure to maintain satisfactory relationships with our major customers;

•

the global macroeconomic environment, including inflation, consumer demand, global supply chain challenges and other macroeconomic and geopolitical issues;

•

our dependence on suppliers of raw materials and any interruption to our supply of raw materials;

•

labor shortages and increased labor costs;

•

our recently-announced Footprint Optimization;

the impact of natural disasters, public health crises and catastrophic events outside of our control;

•

our ability to successfully complete acquisitions, divestitures, investments and other similar transactions that we pursue from time to time;

•

our ability to realize the benefits of our capital investment, acquisitions, restructuring and other cost savings programs;

•

changes in consumer lifestyle, eating habits, nutritional preferences and health-related, environmental and sustainability concerns;

•

our safety performance;

•

competition in the markets in which we operate;

•

the impact of our significant debt on our financial condition and ability to operate our business;

•

compliance with, and liabilities related to, applicable laws and regulations;

•

our aspirations and disclosures related to ESG matters; and

•

the ownership of a majority of the voting power of our common stock by our parent company Packaging Finance Limited, which we refer to as PFL, an entity beneficially owned by Mr. Graeme Hart.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this report to conform our prior statements to actual results or revised expectations.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Pactiv Evergreen Inc.

Condensed Consolidated Statements of Income (Loss)

(In millions, except per share amounts)

(Unaudited)

	For the Three Months Ended March 31,
	For the Three Months Ended						For the Six Months Ended
	2024			2023
	June 30,						June 30,
Net revenues	$	1,172		$	1,323
	2024			2023			2024			2023
Related party net revenues		80			108
Net revenues	$	1,255		$	1,331		$	2,427		$	2,654
Total net revenues		1,252			1,431
Related party net revenues		83			95			163			203
Cost of sales		(1,031	)		(1,316	)
Total net revenues		1,338			1,426			2,590			2,857
Gross profit		221			115
Cost of sales		(1,115	)		(1,342	)		(2,146	)		(2,658	)
Selling, general and administrative expenses		(133	)		(130	)
Gross profit		223			84			444			199
Restructuring, asset impairment and other related charges		(17	)		(73	)
Selling, general and administrative expenses		(122	)		(136	)		(255	)		(266	)
Other income, net		3			—
Restructuring, asset impairment and other related charges		(6	)		(32	)		(23	)		(105	)
Operating income (loss)		74			(88	)
Other income, net		2			4			5			4
Non-operating expense, net		—			(1	)
Operating income (loss)		97			(80	)		171			(168	)
Interest expense, net		(59	)		(63	)
Non-operating expense, net		—			(3	)		—			(4	)
Income (loss) before tax		15			(152	)
Interest expense, net		(66	)		(64	)		(125	)		(127	)
Income tax (expense) benefit		(5	)		19
Income (loss) before tax		31			(147	)		46			(299	)
Net income (loss)		10			(133	)
Income tax (expense) benefit		(11	)		8			(16	)		27
Income attributable to non-controlling interests		(1	)		(1	)
Net income (loss)		20			(139	)		30			(272	)
Net income (loss) attributable to Pactiv Evergreen Inc. common shareholders	$	9		$	(134	)
Income attributable to non-controlling interests		(1	)		—			(2	)		(1	)
Earnings (loss) per share attributable to Pactiv Evergreen Inc. common shareholders
Net income (loss) attributable to Pactiv Evergreen Inc. common shareholders	$	19		$	(139	)	$	28		$	(273	)
Basic	$	0.04		$	(0.76	)
Earnings (loss) per share attributable to Pactiv Evergreen Inc. common shareholders
Diluted	$	0.04		$	(0.76	)
Basic	$	0.11		$	(0.78	)	$	0.14		$	(1.54	)
Diluted	$	0.10		$	(0.78	)	$	0.14		$	(1.54	)

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In millions)

(Unaudited)

	For the Three Months Ended March 31,
	For the Three Months Ended						For the Six Months Ended
	2024			2023
	June 30,						June 30,
Net income (loss)	$	10		$	(133	)
	2024			2023			2024			2023
Other comprehensive income, net of income taxes:
Net income (loss)	$	20		$	(139	)	$	30		$	(272	)
Currency translation adjustments		1			14
Other comprehensive (loss) income, net of income taxes:
Defined benefit plans		(1	)		(1	)
Currency translation adjustments		(19	)		10			(18	)		24
Foreign exchange derivatives		(1	)		—
Defined benefit plans		(1	)		—			(2	)		(1	)
Interest rate derivatives		6			(6	)
Foreign exchange derivatives		2			—			1			—
Other comprehensive income		5			7
Interest rate derivatives		—			14			6			8
Comprehensive income (loss)		15			(126	)
Other comprehensive (loss) income		(18	)		24			(13	)		31
Comprehensive income attributable to non-controlling interests		(1	)		(1	)
Comprehensive income (loss)		2			(115	)		17			(241	)
Comprehensive income (loss) attributable to Pactiv Evergreen Inc. common shareholders	$	14		$	(127	)
Comprehensive income attributable to non-controlling interests		(1	)		—			(2	)		(1	)
Comprehensive income (loss) attributable to Pactiv Evergreen Inc. common shareholders	$	1		$	(115	)	$	15		$	(242	)

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Condensed Consolidated Balance Sheets

(In millions, except share amounts)

(Unaudited)

	As ofMarch 31, 2024			As ofDecember 31, 2023
	As of			As of
	June 30, 2024			December 31, 2023
Assets
Cash and cash equivalents	$	7195		$	164
Accounts receivable, net of allowances of $2 and $3		~~475~~486			426
Related party receivables		3537			35
Inventories		~~911~~881			852
Other current assets		~~111~~116			112
Total current assets		1,~~603~~615			1,589
Property, plant and equipment, net		1,~~488~~473			1,511
Operating lease right-of-use assets, net		~~282~~272			263
Goodwill		1,815			1,815
Intangible assets, net		~~989~~974			1,004
Other noncurrent assets		~~209~~213			213
Total assets	$	6,~~386~~362		$	6,395
Liabilities
Accounts payable	$	~~334~~367		$	300
Related party payables		87			7
Current portion of long-term debt		1720			15
Current portion of operating lease liabilities		66			64
Income taxes payable		2312			11
Accrued and other current liabilities		~~344~~321			399
Total current liabilities		~~792~~793			796
Long-term debt		3,~~568~~572			3,571
Long-term operating lease liabilities		~~232~~223			217
Deferred income taxes		~~235~~226			244
Long-term employee benefit obligations		57			57
Other noncurrent liabilities		~~154~~155			161
Total liabilities	$	5,~~038~~026		$	5,046
Commitments and contingencies (Note 11)
Equity
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 179,149,366 and 178,557,086 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	$	—		$	—
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 179,254,637 and 178,557,086 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	$	—		$	—
Preferred stock, $0.001 par value; 200,000,000 shares authorized; no shares issued or outstanding		—			—
Additional paid in capital		~~679~~685			676
Accumulated other comprehensive loss		(3250	)		(37	)
Retained earnings		697			706
Total equity attributable to Pactiv Evergreen Inc. common shareholders		1,~~344~~332			1,345
Non-controlling interests		4			4
Total equity		1,~~348~~336			1,349
Total liabilities and equity	$	6,~~386~~362		$	6,395

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Condensed Consolidated Statements of Equity

(In millions, except per share amounts)

(Unaudited)

								Accumulated
					Additional			Other						Non-
	Common Stock				Paid in			Comprehensive			Retained			Controlling			Total
	Shares		Amount		Capital			Income (Loss)			Earnings			Interests			Equity
For the Three Months Ended March 31, 2023
For the Three Months Ended June 30, 2023
Balance as of December 31, 2022		177.9	$	—	$	647		$	(102	)	$	1,003		$	5			1,553
Balance as of March 31, 2023		178.3	$	—	$	650		$	(95	)	$	851		$	4			1,410
Net (loss) income		—		—		—			—			(134	)		1			(133	)
Net loss		—		—		—			—			(139	)		—			(139	)
Other comprehensive income, net of income taxes		—		—		—			724			—			—			724
Equity based compensation		—		—		510			—			—			—			510
Vesting of restricted stock units, net of tax withholdings		0.41		—		(2—	)		—			—			—			(2—	)
Dividends declared - common shareholders ($0.10 per share)		—		—		—			—			(1819	)		—			(1819	)
Dividends declared - non-controlling interests		—		—		—			—			—			(1	)		(1	)
Balance as of June 30, 2023		178.4	$	—	$	660		$	(71	)	$	693		$	3		$	1,285
For the Three Months Ended June 30, 2024
Balance as of March 31, 2024		179.1	$	—	$	679		$	(32	)	$	697		$	4		$	1,348
Net income		—		—		—			—			19			1			20
Other comprehensive loss, net of income taxes		—		—		—			(18	)		—			—			(18	)
Equity based compensation		—		—		6			—			—			—			6
Vesting of restricted stock units, net of tax withholdings		0.2		—		—			—			—			—			—
Dividends declared - common shareholders ($0.10 per share)		—		—		—			—			(19	)		—			(19	)
Dividends declared - non-controlling interests		—		—		—			—			—			(1	)		(1	)
Balance as of June 30, 2024		179.3	$	—	$	685		$	(50	)	$	697		$	4		$	1,336
For the Six Months Ended June 30, 2023
Balance as of December 31, 2022		177.9	$	—	$	647		$	(102	)	$	1,003		$	5			1,553
Net (loss) income		—		—		—			—			(273	)		1			(272	)
Other comprehensive income, net of income taxes		—		—		—			31			—			—			31
Equity based compensation		—		—		15			—			—			—			15
Vesting of restricted stock units, net of tax withholdings		0.5		—		(2	)		—			—			—			(2	)
Dividends declared - common shareholders ($0.20 per share)		—		—		—			—			(37	)		—			(37	)
Dividends declared - non-controlling interests		—		—		—			—			—			(2	)		(2	)
Disposal of subsidiary		—		—		—			—			—			(1	)		(1	)
Balance as of March 31, 2023		178.3	$	—	$	650		$	(95	)	$	851		$	4		$	1,410
Balance as of June 30, 2023		178.4	$	—	$	660		$	(71	)	$	693		$	3		$	1,285
For the Three Months Ended March 31, 2024
For the Six Months Ended June 30, 2024
Balance as of December 31, 2023		178.6	$	—	$	676		$	(37	)	$	706		$	4		$	1,349
Net income		—		—		—			—			928			12			1030
Other comprehensive income, net of income taxes		—		—		—			5			—			—			5
Other comprehensive loss, net of income taxes		—		—		—			(13	)		—			—			(13	)
Equity based compensation		—		—		713			—			—			—			713
Vesting of restricted stock units, net of tax withholdings		0.57		—		(4	)		—			—			—			(4	)
Dividends declared - common shareholders ($0.10 per share)		—		—		—			—			(18	)		—			(18	)
Dividends declared - common shareholders ($0.20 per share)		—		—		—			—			(37	)		—			(37	)
Dividends declared - non-controlling interests		—		—		—			—			—			(12	)		(12	)
Balance as of March 31, 2024		179.1	$	—	$	679		$	(32	)	$	697		$	4		$	1,348
Balance as of June 30, 2024		179.3	$	—	$	685		$	(50	)	$	697		$	4		$	1,336

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	For the Three Months Ended March 31,
	For the Six Months Ended June 30,
	2024			2023
Operating Activities:
Net income (loss)	$	1030		$	(~~133~~272	)
Adjustments to reconcile net income (loss) to operating cash flows:
Depreciation and amortization		79159			~~174~~433
Deferred income taxes		(1116	)		(3967	)
Asset impairment and restructuring related non-cash charges (net of reversals)		12			3241
Non-cash portion of operating lease expense		2142			2140
Other non-cash items, net		5			9
Equity based compensation		13			15
Other non-cash items, net		—			7
Change in assets and liabilities:
Accounts receivable, net		(5168	)		(537	)
Inventories		(6030	)		61108
Accounts payable		3574			11(27	)
Operating lease payments		(2142	)		(2141	)
Accrued and other current liabilities		(5590	)		10(18	)
Other assets and liabilities		14(13	)		163
Net cash (used in) provided by operating activities		(33	)		88
Net cash provided by operating activities		61			215
Investing Activities:
Acquisition of property, plant and equipment		(4198	)		(63116	)
Purchase of investments		(23	)		—
Other investing activities		6			3
Receipt of refundable exclusivity payment		10			—
Net cash used in investing activities		(58	)		(60	)
Other investing activities		11			2
Net cash used in investing activities		(100	)		(114	)
Financing Activities:
Long-term debt repayments		—			(112	)
Term loan debt proceeds		372			—
Revolver proceeds		18			—
Term loan debt repayments		(725	)		(294	)
Revolver repayments		(18	)		—
Revolver proceeds		391			—
Dividends paid to common shareholders		(18	)		(18	)
Revolver repayments		(36	)		—
Other financing activities		(8	)		(5	)
Deferred financing transaction costs		(7	)		—
Net cash used in financing activities		(26	)		(135	)
Dividends paid to common shareholders		(36	)		(36	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		1			1
Other financing activities		(11	)		(7	)
Decrease in cash, cash equivalents and restricted cash		(116	)		(106	)
Net cash used in financing activities		(52	)		(337	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(1	)		5
Decrease in cash, cash equivalents and restricted cash		(92	)		(231	)
Cash, cash equivalents and restricted cash, including amounts classified as held for sale, as of beginning of the period		187			557
Cash, cash equivalents and restricted cash as of end of the period	$	7195		$	~~451~~326
Cash, cash equivalents and restricted cash are comprised of:
Cash and cash equivalents		7195			~~427~~302
Restricted cash classified as other noncurrent assets		—			24
Cash, cash equivalents and restricted cash as of end of the period	$	7195		$	~~451~~326
Cash paid:
Interest paid, net		35116			44135
Income taxes paid, net		637			731

Significant non-cash investing and financing activities

During the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, we recognized operating lease right-of-use assets and lease liabilities of $3543 million and $1139 million, respectively.

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 1. Nature of Operations and Basis of Presentation

The accompanying condensed consolidated financial statements comprise the accounts of Pactiv Evergreen Inc. (“PTVE”) and its subsidiaries (“we”, “us”, “our” or the “Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods and should be read in conjunction with the consolidated financial statements and the related notes thereto included in our latest Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024. Operating results for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. All intercompany transactions and balances have been eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Although our current estimates contemplate current conditions and how we expect them to change in the future, as appropriate, it is reasonably possible that actual conditions could differ from what was anticipated in those estimates, which could materially affect our results of operations, balance sheet and cash flows. Among other effects, such changes could result in future impairments of goodwill, intangibles and long-lived assets, and adjustments to reserves for employee benefits and income taxes. The estimated recoverable amounts associated with asset impairments represent Level 3 measurements in the fair value hierarchy, which include inputs that are not based on observable market data.

Reclassifications and Revision to Restricted Cash

We made reclassifications to certain previously reported financial information to conform to our current period presentation.

During 2023, we revised the presentation of restricted cash balances on our condensed consolidated statements of cash flows to include restricted cash in the beginning and ending balances for all periods presented. As of ~~March~~June 3130, 2023 and December 31, 2022, our consolidated balance sheets included $24 million of restricted cash classified as noncurrent assets. There was no impact to our operating, investing or financing cash flow activities. The impact to all previously reported interim and annual periods was not material. As of ~~March~~June 3130, 2024, there were no restricted cash balances on our condensed consolidated balance sheet.

Recent Accounting Pronouncements

We reviewed all recently issued accounting pronouncements and, except for the items below, concluded that they were either not applicable or not expected to have a significant impact on our condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07 Segment Reporting - Improving Reportable Segment Disclosures (Topic 280). The ASU is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (the "“CODM"”), a description of other segment items by reportable segment and any additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a retrospective basis to all prior periods presented in the financial statements. We are currently assessing the impact of adopting the updated provisions.

In December 2023, the FASB issued ASU 2023-09 Income Taxes - Improvements to Income Tax Disclosures (Topic 740) requiring enhanced income tax disclosures. The ASU requires the disclosure of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

annual periods beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. We are currently assessing the impact of the ASU on our related disclosures.

In March 2024, the SEC adopted final rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which, as adopted, require registrants to include certain climate-related information in their annual reports and registration statements. The rules require, among other matters, information about climate-related risks that are reasonably likely to have a material impact on a registrant’s business, results of operations or financial condition. The required information about climate-related risks also includes disclosure of a registrant’s greenhouse gas emissions. In addition, the rules would require registrants to include certain climate-related financial disclosures in their audited financial statements. As adopted, these disclosure requirements would be phased in over several years beginning with our Annual Report on Form 10-K for the fiscal year ended December 31, 2026. However, while the SEC has adopted these rules, the rules have been stayed and are subject to pending legal and political challenges causing significant uncertainty regarding when and how they will ultimately apply to us. We are currently assessing the impact of these rules on our consolidated financial statements and related disclosures.

Note 2. Restructuring, Asset Impairment and Other Related Charges

Footprint Optimization

On February 29, 2024, we announced the Footprint Optimization, a restructuring plan approved by our Board of Directors to optimize our manufacturing and warehousing footprint that we expect will improve our operating efficiency. We expect to incur capital expenditures of $40 million to $45 million, total cash restructuring charges of $50 million to $65 million and total non-cash charges of $20 million to $40 million, each primarily during 2024 and 2025, to execute our plan. For the ~~three~~six months ended ~~March~~June 3130, 2024, we incurred cash charges of $8 million primarily related to ~~ongoing~~severance ~~optimization~~and ~~activities~~other exit costs. For the three months ended June 30, 2024, cash charges were insignificant. For the three and six months ended June 30, 2024, we incurred non-cash charges of $23 million and $5 million, respectively, primarily related to accelerated property, plant and equipment depreciation. The estimated ranges of restructuring charges are provisional and include significant management judgments and assumptions that could change materially as we execute our plans. Actual results may differ from these estimates, and the execution of our plan could result in additional restructuring charges or impairments.

Beverage Merchandising Restructuring

On March 6, 2023, we announced the Beverage Merchandising Restructuring, a plan approved by our Board of Directors to take significant restructuring actions related to our Beverage Merchandising operations. The Beverage Merchandising Restructuring includes, among other things:

•

Closure of our Canton, North Carolina mill, including the cessation of mill operations, during the second quarter of 2023;

•

Closure of our Olmsted Falls, Ohio converting facility and concurrent reallocation of certain production to our remaining converting facilities during the second quarter of 2023; and

•

Reorganizing our operating and reporting structure to achieve increased efficiencies and related cost savings.

WeAdditionally, ~~also~~the ~~continue~~plan toincluded ~~explore~~the exploration of strategic alternatives for our Pine Bluff, Arkansas mill and our Waynesville, North Carolina extrusion facility (the “Facilities”). WeFollowing ~~have~~authorization ~~not~~by ~~set~~our Board of Directors on July 12, 2024, we entered into a ~~timetable~~definitive agreement to sell the Facilities and associated assets to Suzano S.A. (“Suzano”) (the “Mill Transaction”). Under the terms of the agreement, the purchase price is $110 million, subject to certain customary adjustments at closing such as working capital. During the three months ended June 30, 2024, we received a $10 million refundable exclusivity payment from Suzano related to the then-current negotiations of a potential sale agreement for the Facilities that would be applied against the final purchase price if a transaction were consummated, which is recorded in ~~relation~~other accrued liabilities in the condensed consolidated balance sheet as of June 30, 2024. We also agreed to ~~this~~enter ~~process~~into a long-term liquid packaging board supply arrangement with Suzano upon closing of the Mill Transaction.

As a result of the Beverage Merchandising Restructuring, we incurred charges during the three months ended March 31, 2024, and we estimate we will incur further charges in future periods, as follows:

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

	For the Three Months Ended March 31, 2024		Cumulative ChargesIncurred to Date		Total Expected Charges(1)(2)
Non-cash:
Accelerated property, plant and equipment depreciation	$	3	$	277	$	280
Other non-cash charges(3)		—		50		50
Total non-cash charges	$	3	$	327	$	330
Cash:
Severance, termination and related costs		1		44		45
Exit, disposal and other transition costs(4)		7		110		115
Total cash charges	$	8	$	154	$	160
Total Beverage Merchandising Restructuring charges	$	11	$	481	$	490

We are currently evaluating the financial statement impacts of the Mill Transaction. Based on estimated net proceeds, we currently expect to record a non-cash impairment charge of approximately $320 million to $340 million in the third quarter of 2024 upon classification of the related assets and liabilities as held for sale, following approval by our Board of Directors of the transaction. The sale price is subject to certain adjustments, and therefore the estimated impairment is subject to change. The Mill Transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions, including foreign antitrust approval. We do not expect the Facilities and associated assets to qualify as discontinued operations.

WeAs ~~expect~~a toresult ~~incur~~of ~~any~~the ~~remaining~~Beverage ~~charges~~Merchandising ~~during~~Restructuring, ~~2024.~~we ~~These~~incurred charges ~~include~~during ~~certain~~the ~~estimates~~three ~~that are provisional~~ and ~~include~~six ~~significant~~months ~~management~~ended ~~judgments~~June ~~and~~30, ~~assumptions that could change materially as we complete the execution of our plans. Actual results may differ from these estimates~~2024, and ~~the~~we ~~completion~~estimate ofwe ~~our~~will ~~plan~~incur ~~could~~further ~~result~~charges in ~~additional~~future ~~restructuring~~periods, ~~charges~~as ~~or impairments not reflected above.~~follows:

Total cash charges exclude the benefit of any potential cash proceeds related to possible sales of any property, plant and equipment that may be disposed of as part of our ongoing restructuring activities. During the year ended December 31, 2023, we received $4 million in cash proceeds and recognized an immaterial gain on the sale of these assets. Cash proceeds received during the three months ended March 31, 2024 were immaterial. As of March 31, 2024 and December 31, 2023, we classified $4 million of properties as held for sale related to our Beverage Merchandising Restructuring and expect to recognize an immaterial gain on the sale of these properties.


	For the Three Months Ended June 30, 2024			For the Six Months Ended June 30, 2024			Cumulative Charges Incurred to Date		Total Expected Charges(1)(2)
Non-cash:
Accelerated property, plant and equipment depreciation	$	3		$	6		$	280	$	280
Mill Transaction impairment charges		—			—			—	320 - 340
Other non-cash charges(3)		(1	)		(1	)		49		50
Total non-cash charges	$	2		$	5		$	329	$ 650 - 670
Cash:
Severance, termination and related costs		—			1			44		45
Exit, disposal and other transition costs(4)		5			12			115		115
Total cash charges	$	5		$	13		$	159	$	160
Total Beverage Merchandising Restructuring charges	$	7		$	18		$	488	$ 810 - 830

(1)

~~Other~~We ~~non-cash~~expect to incur any remaining charges ~~include~~primarily ~~the~~in ~~write-down~~2024. ofThese charges include certain ~~spare~~estimates ~~parts~~that ~~classified~~are asprovisional ~~inventories~~and oninclude ~~our~~significant ~~condensed~~management ~~consolidated~~judgments ~~balance~~and ~~sheet,~~assumptions that could change materially as we complete the ~~write-off~~execution of ~~scrapped~~our ~~raw~~plans. ~~materials~~Actual ~~and~~results ~~certain~~may ~~construction~~differ ~~in-progress~~from ~~balances~~these estimates, and ~~accelerated~~the ~~amortization~~completion ~~expense~~of ~~for~~our ~~certain~~plan ~~operating~~could ~~lease~~result ~~right-of-use~~in ~~assets~~additional restructuring charges or impairments not reflected above.

(2)

Total cash charges exclude the benefit of any potential cash proceeds related to possible sales of any property, plant and equipment that may be disposed of as part of our ongoing restructuring activities. During the year ended December 31, 2023, we received $4 million in cash proceeds and recognized an immaterial gain on the sale of various assets. During the six months ended June 30, 2024, we received $4 million in proceeds, primarily related to the sale of our Olmsted Falls, Ohio facility that was previously classified as held for sale, resulting in an immaterial gain.

(3)

Other non-cash charges include the write-down of certain spare parts classified as inventories on our condensed consolidated balance sheet, the write-off of scrapped raw materials and certain construction in-progress balances, accelerated amortization expense for certain operating lease right-of-use assets and gains or losses on the sale of various property, plant and equipment.

(4)

Exit, disposal and other transition costs are primarily related to equipment decommissioning and dismantlement, transition labor associated with the facility closures and management restructuring, site remediation, contract terminations, systems conversion and other related costs.

The Beverage Merchandising Restructuring charges, Footprint Optimization charges and other restructuring and asset impairment charges (net of reversals) were classified on our condensed consolidated statements of income (loss) as follows by segment:

	Food and BeverageMerchandising		Foodservice		Other		Total
For the Three Months Ended March 31, 2024
Cost of sales(1)	$	4	$	—	$	—	$	4
Restructuring, asset impairment and other related charges(2)		10		5		2		17
Total	$	14	$	5	$	2	$	21
For the Three Months Ended March 31, 2023
Cost of sales	$	112	$	—	$	—	$	112
Selling, general and administrative expenses		1		—		—		1
Restructuring, asset impairment and other related charges		69		—		4		73
Total	$	182	$	—	$	4	$	186

Includes $2 million of non-cash charges related to the Footprint Optimization.

Includes $8 million of charges related to the Footprint Optimization, of which $5 million relates to our Foodservice segment and $3 million relates to our Food and Beverage Merchandising segment.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

The ~~following~~Beverage ~~table~~Merchandising ~~summarizes~~Restructuring ~~the~~charges, ~~changes~~Footprint toOptimization ~~our~~charges and other restructuring ~~liability~~and ~~for~~asset ~~the~~impairment ~~three~~charges ~~months~~(net ~~ended~~of ~~March~~reversals) ~~31,~~were ~~2024~~classified on our condensed consolidated statements of income (loss) as follows by segment:

	December 31, 2023		Charges to Earnings		Cash Paid			March 31, 2024
	Food and BeverageMerchandising		Foodservice		Other			Total
Beverage Merchandising Restructuring
For the Three Months Ended June 30, 2024
Severance, termination and related costs	$	9	$	1	$	(3	)	$	7
Cost of sales(1)	$	5	$	1	$	—		$	6
Exit, disposal and other transition costs		30		7		(14	)		23
Restructuring, asset impairment and other related charges(2)		6		—		—			6
Footprint Optimization
Total	$	11	$	1	$	—		$	12
Severance, termination and related costs		—		8		—			8
For the Three Months Ended June 30, 2023
Total(1)	$	39	$	16	$	(17	)	$	38
Cost of sales	$	182	$	—	$	—		$	182
Selling, general and administrative expenses		3		—		—			3
Restructuring, asset impairment and other related charges		29		—		3			32
Total	$	214	$	—	$	3		$	217
For the Six Months Ended June 30, 2024
Cost of sales(1)	$	9	$	1	$	—		$	10
Restructuring, asset impairment and other related charges(2)		16		5		2			23
Total	$	25	$	6	$	2		$	33
For the Six Months Ended June 30, 2023
Cost of sales	$	294	$	—	$	—		$	294
Selling, general and administrative expenses		4		—		—			4
Restructuring, asset impairment and other related charges		98		—		7			105
Total	$	396	$	—	$	7		$	403

(1)

~~Comprises~~Included $343 million ~~classified~~and ~~within~~$5 ~~accrued~~million, respectively, of non-cash charges related to the Footprint Optimization for the three and ~~other~~six ~~current~~months ~~liabilities~~ended June 30, 2024, of which $1 million relates to our Foodservice segment in both the three and six months ended June 30, 2024, and $2 million and $4 million ~~classified~~relate ~~within~~to ~~other~~our ~~noncurrent~~Food ~~liabilities~~and asBeverage ofMerchandising ~~March~~segment 31for the three and six months ended June 30, 2024, respectively.

(2)

Included $8 million of cash charges related to the Footprint Optimization for the six months ended June 30, 2024, of which $5 million relates to our Foodservice segment and $3 million relates to our Food and Beverage Merchandising segment. For the three months ended June 30, 2024, cash charges related to the Footprint Optimization were insignificant.

During the three months ended June 30, 2024, we recorded a non-cash impairment charge of $2 million related to our equity interests in a joint venture located in the Middle East region, which is reported within the Food and Beverage Merchandising operating segment.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

The following table summarizes the changes to our restructuring liability for the six months ended June 30, 2024:


	December 31, 2023		Charges to Earnings		Cash Paid			June 30, 2024
Beverage Merchandising Restructuring
Severance, termination and related costs	$	9	$	1	$	(6	)	$	4
Exit, disposal and other transition costs		30		12		(22	)		20
Footprint Optimization
Severance, termination and related costs		—		8		—			8
Total(1)	$	39	$	21	$	(28	)	$	32

(1)

Comprises $28 million classified within accrued and other current liabilities and $4 million classified within other noncurrent liabilities as of June 30, 2024.

Note 3. Inventories

The components of inventories consisted of the following:

	As ofMarch 31, 2024		As ofDecember 31, 2023
	As of		As of
Raw materials	$	217	$	223
	June 30, 2024		December 31, 2023
Work in progress		82		67
Raw materials	$	211	$	223
Finished goods		510		465
Work in progress		93		67
Spare parts		102		97
Finished goods		471		465
Inventories	$	911	$	852
Spare parts		106		97
Inventories	$	881	$	852

Note 4. Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following:

	As ofMarch 31, 2024			As ofDecember 31, 2023
	As of			As of
Land and land improvements	$	72		$	71
	June 30, 2024			December 31, 2023
Buildings and building improvements		700			690
Land and land improvements	$	71		$	71
Machinery and equipment		3,681			3,669
Buildings and building improvements		708			690
Construction in progress		188			193
Machinery and equipment		3,713			3,669
Property, plant and equipment, at cost		4,641			4,623
Construction in progress		178			193
Less: accumulated depreciation		(3,153	)		(3,112	)
Property, plant and equipment, at cost		4,670			4,623
Property, plant and equipment, net	$	1,488		$	1,511
Less: accumulated depreciation		(3,197	)		(3,112	)
Property, plant and equipment, net	$	1,473		$	1,511

Depreciation expense related to property, plant and equipment was recognized in the following components in the condensed consolidated statements of income (loss):

	For the Three Months Ended March 31,
	For the Three Months Ended				For the Six Months Ended
	2024		2023
	June 30,				June 30,
Cost of sales	$	58	$	152
	2024		2023		2024		2023
Selling, general and administrative expenses		6		7
Cost of sales	$	59	$	234	$	117	$	386
Total depreciation expense(1)	$	64	$	159
Selling, general and administrative expenses		6		10		12		17
Total depreciation expense(1)	$	65	$	244	$	129	$	403

(1)

For the three and six months ended ~~March~~June 3130, 2024 and 2023, total depreciation expense included $45 million, $9 million, $177 million and $90267 million, respectively, of accelerated depreciation expense related to the restructuring programs, substantially all of which was included in cost of sales. Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges, for additional details.

1112

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 5. Goodwill and Intangible Assets

Goodwill by reportable segment was as follows:

	Foodservice		Food and BeverageMerchandising		Total
As of December 31, 2023	$	958	$	857	$	1,815
Movements		—		—		—
As of March 31, 2024	$	958	$	857	$	1,815
As of June 30, 2024	$	958	$	857	$	1,815

Intangible assets, net consisted of the following:

	As of March 31, 2024							As of December 31, 2023
	As of June 30, 2024							As of December 31, 2023
	GrossCarryingAmount		AccumulatedAmortization			Net		GrossCarryingAmount		AccumulatedAmortization			Net
Finite-lived intangible assets
Customer relationships	$	1,~~060~~059	$	(~~710~~723	)	$	~~350~~336	$	1,062	$	(698	)	$	364
Trademarks		42		(1617	)		2625		42		(15	)		27
Other		7		(7	)		—		7		(7	)		—
Total finite-lived intangible assets	$	1,~~109~~108	$	(~~733~~747	)	$	~~376~~361	$	1,111	$	(720	)	$	391
Indefinite-lived intangible assets
Trademarks	$	554	$	—		$	554	$	554	$	—		$	554
Other		59		—			59		59		—			59
Total indefinite-lived intangible assets	$	613	$	—		$	613	$	613	$	—		$	613
Total intangible assets	$	1,~~722~~721	$	(~~733~~747	)	$	~~989~~974	$	1,724	$	(720	)	$	1,004

Amortization expense for intangible assets of $15 million and $30 million for each of the three and six months ended ~~March~~June 3130, 2024 and 2023, respectively, was recognized in selling, general and administrative expenses.

Note 6. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:

	As ofMarch 31, 2024		As ofDecember 31, 2023
	As of		As of
Personnel costs	$	75	$	134
	June 30, 2024		December 31, 2023
Rebates and credits		65		85
Personnel costs	$	76	$	134
Restructuring costs(1)		34		36
Rebates and credits		62		85
Interest		41		17
Restructuring costs(1)		28		36
Other(2)		129		127
Interest		17		17
Accrued and other current liabilities	$	344	$	399
Other(2)		138		127
Accrued and other current liabilities	$	321	$	399

(1)

Restructuring costs relate to the Beverage Merchandising Restructuring and the Footprint Optimization. Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges, for additional details.

(2)

Other included items such as freight, utilities and property and other non-income related taxes.

1213

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 7. Debt

Debt consisted of the following:

	As ofMarch 31, 2024			As ofDecember 31, 2023
	As ofJune 30, 2024			As ofDecember 31, 2023
Credit Agreement	$	1,680		$	1,680
Credit Agreement:
U.S. Term Loans	$	1,327		$	1,680
U.S. Revolving Loans		355			—
Notes:
4.000% Senior Secured Notes due 2027		1,000			1,000
4.375% Senior Secured Notes due 2028		500			500
Pactiv Debentures:
7.950% Debentures due 2025		217			217
8.375% Debentures due 2027		167			167
Other		3938			41
Total principal amount of borrowings		3,~~603~~604			3,605
Deferred debt issuance costs (“DIC”)		(1110	)		(11	)
Original issue discounts, net of premiums (“OID”)		(72	)		(8	)
		3,585			3,586
		3,592			3,586
Less: current portion		(1720	)		(15	)
Long-term debt	$	3,~~568~~572		$	3,571

We were in compliance with all debt covenants during the ~~three~~six months ended ~~March~~June 3130, 2024 and the year ended December 31, 2023.

Credit Agreement

PTVE and certain of its U.S. subsidiaries are parties to a senior secured credit agreement dated August 5, 2016 as amended (the “Credit Agreement”). As of ~~March~~June 3130, 2024, the Credit Agreement comprised the following term and revolving tranches:

	Maturity Date	~~Value~~ Drawn ~~or Utilized~~		Applicable Interest Rate
Term Tranches
U.S. term loans Tranche B-2	February 5, 2026	$	690	SOFR (floor of 0.000%) + 3.250%
U.S. Term Loans Tranche B-4	September 24, 2028	$	1,327	SOFR (floor of 0.000%) + 2.500%
U.S. term loans Tranche B-3	September 24, 2028	$	990	SOFR (floor of 0.500%) + 3.250%
Revolving Tranche(1)
Revolving Tranche(1)
U.S. Revolving Loans	May 1, 2029	$	355	SOFR (floor of 0.000%) + 2.500%
U.S. Revolving Loans	August 5, 2025	$	49		—

(1)

The Revolving Tranche represents a $~~250~~1,100 million facility. ~~The~~In ~~amount~~addition ~~utilized~~to isthe value drawn, the facility includes $49 million utilized in the form of letters of credit.

We borrowed $18391 million of our ~~$250 million~~ Revolving Tranche facility and repaid ~~the~~$36 ~~amount~~million plus interest during the first ~~quarter~~half of 2024.

On May 1, 2024, we ~~further~~ amended the Credit Agreement to increase the capacity on our Revolving Tranche facility from $250 million to $1,100 million and extend the maturity date to May 1, 2029. We also amended the applicable interest rate and other pricing terms, including by replacing the facility fee with a lower fee on unutilized capacity. ~~There were no other material changes to the terms of the Credit Agreement as a result of this amendment.~~

~~The~~On ~~weighted~~May ~~average~~28, ~~contractual~~2024, ~~interest~~we ~~rate~~further ~~related~~amended the Credit Agreement to ~~our~~replace the existing $990 million outstanding U.S. term loans Tranche B-~~2 and B-~~3 ~~for~~with ~~the~~a ~~three~~new ~~months~~upsized ~~ended March 31~~$1,330 ~~2024~~million ~~was~~of 8U.~~70%~~S. ~~The~~term ~~weighted~~loans ~~average~~Tranche ~~contractual~~B-4. ~~interest~~The ~~rates related to our~~ U.S. term loans Tranche B-24 ~~and~~will ~~B-3~~mature ~~for~~on ~~the~~September ~~three~~24, ~~months~~2028. ~~ended~~The ~~March~~$340 ~~31,~~million ~~2023~~proceeds ~~were~~from ~~7.77%~~upsizing ~~and~~the 7U.~~78%~~S. term loans, ~~respectively.~~together ~~Including~~with the ~~impact~~proceeds of ~~interest~~a ~~rate~~$350 ~~swap~~million ~~agreements,~~draw ~~which~~upon ~~were~~our ~~entered~~Revolving ~~into~~Tranche infacility, ~~the~~were ~~fourth~~used ~~quarter~~to ofprepay ~~2022,~~in full the ~~weighted~~$690 ~~average~~million ~~rates~~of onexisting ~~our~~ U.S. term loans ~~were~~Tranche ~~7.91%~~B-2 ~~and~~maturing ~~7.59%~~in ~~for~~February ~~the~~2026. ~~three~~The ~~months~~U.S. ~~ended~~term ~~March~~loans ~~31,~~Tranche ~~2024~~B-4 ~~and~~have ~~March~~a ~~31,~~lower ~~2023, respectively. The effective~~ interest ~~rates~~rate ofrelative ~~our~~to ~~debt~~the ~~obligations~~U.S. ~~under~~term ~~the~~loans ~~Credit~~Tranche ~~Agreement~~B-2 ~~are~~and ~~not~~B-3 ~~materially~~that ~~different~~they ~~from~~replaced. ~~the~~There ~~contractual~~were ~~interest~~no ~~rates.~~other ~~Refer~~material changes to ~~Note~~the 8,terms ~~Financial~~of ~~Instruments,~~the ~~for~~Credit ~~additional~~Agreement ~~details~~as ~~regarding~~a ~~the~~result ~~interest~~of ~~rate~~these ~~swap agreements~~amendments.

1314

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

The weighted average contractual interest rates related to our U.S. term loans Tranche B-2, B-3 and B-4 for the six months ended June 30, 2024 were 8.70%, 8.70% and 7.88%, respectively. The weighted average contractual interest rates related to our U.S. term loans Tranche B-2 and B-3 for the six months ended June 30, 2023 were 8.02% and 8.05%, respectively. Including the impact of interest rate swap agreements, which were entered into in the fourth quarter of 2022, the weighted average rates on our U.S. term loans were 7.47% and 7.71% for the six months ended June 30, 2024 and June 30, 2023, respectively. The effective interest rates of our debt obligations under the Credit Agreement are not materially different from the contractual interest rates. Refer to Note 8, Financial Instruments, for additional details regarding the interest rate swap agreements.

PTVE and certain of its U.S. subsidiaries have guaranteed on a senior basis the obligations under the Credit Agreement to the extent permitted by law. The borrowers and the guarantors have granted security over substantially all of their assets to support the obligations under the Credit Agreement. This security is expected to be shared on a first priority basis with the holders of the Notes.

Indebtedness under the Credit Agreement may be voluntarily repaid, in whole or in part, and must be mandatorily repaid in certain circumstances. We are required to make quarterly amortization payments of 0.25% of the initial principal amount of our U.S. term loans Tranche B-34. Additionally, we are required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% or 0% if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due for the year ended December 31, 2023.

The Credit Agreement contains customary covenants which restrict us from certain activities including, among others, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the Credit Agreement.

Notes

As of ~~March~~June 3130, 2024, our outstanding notes were as follows:


	Maturity Date	Interest Payment Dates
4.000% Senior Secured Notes due 2027	October 15, 2027	April 15 and October 15
4.375% Senior Secured Notes due 2028	October 15, 2028	April 15 and October 15

The effective interest rates of our debt obligations under the Notes are not materially different from the contractual interest rates.

PTVE and certain of its U.S. subsidiaries have guaranteed on a senior basis the obligations under the Notes (as defined below) to the extent permitted by law. The issuers and the guarantors have granted security over substantially all of their assets to support the obligations under the Notes. This security is expected to be shared on a first priority basis with the creditors under the Credit Agreement.

The respective indentures governing the 4.000% Senior Secured Notes due 2027 (the “4.000% Notes”) and the 4.375% Senior Secured Notes due 2028 (together with the 4.000% Notes, the “Notes”) contain customary covenants which restrict us from certain activities including, among others, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the respective indentures governing the Notes.

Under the respective indentures governing the Notes, we can, at our option, elect to redeem the Notes under terms and conditions specified in the indentures. Under the respective indentures governing the Notes, in certain circumstances which would constitute a change in control, the holders of the Notes have the right to require us to repurchase the Notes at a premium.

Pactiv Debentures

As of ~~March~~June 3130, 2024, our outstanding debentures (together, the “Pactiv Debentures”) were as follows:


	Maturity Date	Interest Payment Dates
7.950% Debentures due 2025	December 15, 2025	June 15 and December 15
8.375% Debentures due 2027	April 15, 2027	April 15 and October 15

~~The effective interest rates of our debt obligations under the Pactiv Debentures are not materially different from the contractual interest rates.~~15

The Pactiv Debentures are not guaranteed and are unsecured.

The indentures governing the Pactiv Debentures contain a negative pledge clause limiting the ability of certain of our entities, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on “principal manufacturing properties” (as such term is defined in the indentures governing the Pactiv Debentures) or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing property and (ii) sell and then take an immediate lease back of such principal manufacturing property.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

The effective interest rates of our debt obligations under the Pactiv Debentures are not materially different from the contractual interest rates.

The Pactiv Debentures are not guaranteed and are unsecured.

The 8.375% Debentures due 2027 may be redeemed at any time at our option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest to the date of the redemption.

Other borrowings

Other borrowings represented finance lease obligations of $3938 million and $41 million as of ~~March~~June 3130, 2024 and December 31, 2023, respectively.

Scheduled maturities

Below is a schedule of required future repayments on our debt outstanding as of ~~March~~June 3130, 2024:

2024	$	1310
2025		~~233~~236
2026		~~706~~19
2027		1,~~183~~187
2028		1,~~457~~786
Thereafter		11366
Total principal amount of borrowings	$	3,~~603~~604

Fair value of our long-term debt

The fair value of our long-term debt as of ~~March~~June 3130, 2024 and December 31, 2023 is a Level 2 fair value measurement. Below is a schedule of carrying values and fair values of our debt outstanding:

	As of March 31, 2024				As of December 31, 2023
	As of June 30, 2024				As of December 31, 2023
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit Agreement	$	~~1,673~~	$	~~1,687~~	$	~~1,672~~	$	~~1,687~~
U.S. Term Loans	$	1,325	$	1,331	$	1,672	$	1,687
U.S. Revolving Loans		355		355		—		—
Notes:
4.000% Senior Secured Notes due 2027		995		~~935~~938		995		942
4.375% Senior Secured Notes due 2028		~~496~~497		~~467~~468		496		471
Pactiv Debentures:
7.950% Debentures due 2025		216		223		216		221
8.375% Debentures due 2027		166		~~174~~175		166		172
Other		3938		3938		41		41
Total	$	3,~~585~~592	$	3,~~525~~528	$	3,586	$	3,534

~~Interest expense, net~~16

Interest expense, net consisted of the following:

	For the Three Months Ended March 31,
	2024			2023
Interest expense:
Credit Agreement	$	37		$	43
Notes		15			15
Pactiv Debentures		8			8
Interest income		(1	)		(4	)
Amortization of DIC and OID		1			1
Realized derivative gains		(3	)		(1	)
Other		2			1
Interest expense, net	$	59		$	63

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Interest expense, net

Interest expense, net consisted of the following:


	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Interest expense:
Credit Agreement - Term Loans	$	33		$	43		$	70		$	86
Credit Agreement - Revolving Loans		3			—			3			—
Notes		16			16			31			31
Pactiv Debentures		8			8			16			16
Interest income		(1	)		(3	)		(2	)		(7	)
Amortization of DIC and OID		2			1			3			2
Loss on extinguishment of debt(1)		6			—			6			—
Realized derivative gains		(3	)		(2	)		(6	)		(3	)
Other		2			1			4			2
Interest expense, net	$	66		$	64		$	125		$	127

(1)

The loss on extinguishment of debt represented the write-off of unamortized DIC and OID as a result of the Credit Agreement amendment on May 28, 2024.

Note 8. Financial Instruments

We had the following derivative instruments recorded at fair value in our condensed consolidated balance sheets:

	As of March 31, 2024					As of December 31, 2023
	As of June 30, 2024					As of December 31, 2023
	AssetDerivatives		LiabilityDerivatives			AssetDerivatives		LiabilityDerivatives
Commodity swap contracts	$	—	$	(53	)	$	—	$	(6	)
Foreign exchange derivatives		—1		(1—	)		—		—
Interest rate derivatives		8		—			6		(6	)
Total fair value	$	89	$	(63	)	$	6	$	(12	)
Classification:
Other current assets	$	89	$	—		$	6	$	—
Other noncurrent assets		—		—			—		—
Accrued and other current liabilities		—		(2	)		—		(5	)
Accrued and other current liabilities		—		(5	)		—		(5	)
Other noncurrent liabilities		—		(1	)		—		(7	)
Total fair value	$	89	$	(63	)	$	6	$	(12	)

Our derivatives are comprised of commodity and interest rate swaps and foreign currency exchange forward contracts. All derivatives represent Level 2 financial assets and liabilities. Our derivatives are valued using an income approach based on the observable market index prices less the contract rate multiplied by the notional amount or based on pricing models that rely on market observable inputs such as commodity prices, interest rates and foreign currency exchange rates. Our calculation of the fair value of these financial instruments takes into consideration the risk of non-performance, including counterparty credit risk. The majority of our derivative contracts do not have a legal right of set-off. We manage the credit risk in connection with our derivatives by limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties.

During the first quarter of 2024, we ~~entered~~began entering into foreign currency exchange forward contracts to reduce our risk from exchange rate fluctuations associated with purchases denominated in a foreign currency. We are exposed to market risk for changes in foreign currency exchange rates due to the global nature of our operations and certain commodity risks. In order to manage these risks, we ~~hedged~~hedge portions of our forecasted purchases expected to occur within the next twelve months that are denominated in non-functional currencies, with foreign currency forward contracts designated as cash flow hedges. As of ~~March~~June 3130, 2024, we had contracts with U.S. dollar equivalent notional amounts of $3416 million to exchange the Mexican peso. We believe it is probable that all forecasted cash flow transactions will occur.

During the fourth quarter of 2022, we entered into derivative financial instruments with several large financial institutions which swapped the LIBO rate for a weighted average fixed rate of 4.120% for an aggregate notional amount of $1,000 million to hedge a portion of the interest rate exposure resulting from our U.S. term loans. These instruments are classified as cash flow hedges and mature in October 2025. In April 2023, we amended our interest rate swap agreements to replace the interest rate benchmark from LIBOR to SOFR, effective for swap payments for the period commencing April 28, 2023. Other than the foregoing, the material terms of the interest rate swap agreements remain unchanged, including the weighted average fixed rate of 4.120%, and our election to use certain practical expedients under Accounting Standards Codification Topic 848: Reference Rate Reform resulted in no material impacts on our condensed consolidated financial statements.

During the three months ended March 31, 2024, we recognized an unrealized loss of $1 million within other comprehensive income (loss) for our foreign currency exchange forward contracts. As of March 31, 2024, we expected to reclassify $1 million of losses, net of tax, from accumulated other comprehensive income (loss) (“AOCL”) to earnings over the next twelve months. The actual amount that will be reclassified to future earnings may vary from this amount as a result of changes in market conditions.17

During the three months ended March 31, 2024 and 2023, we recognized realized gains of $3 million and $1 million, respectively, within interest expense, net and an unrealized gain of $11 million and an unrealized loss of $7 million, respectively, within other comprehensive income (loss) for our interest rate derivatives. As of March 31, 2024, we expected to reclassify $6 million of gains, net of tax, from AOCL to earnings over the next twelve months. The actual amount that will be reclassified to future earnings may vary from this amount as a result of changes in market conditions.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

~~During~~ million to hedge a portion of the ~~three~~interest ~~months~~rate ~~ended~~exposure ~~March~~resulting ~~31,~~from ~~2024~~our U.S. term loans. These instruments are classified as cash flow hedges and mature in October 2025. In April 2023, we ~~recognized~~amended anour ~~unrealized~~interest ~~gain~~rate ofswap $1agreements ~~million~~to ~~and~~replace anthe ~~unrealized~~interest ~~loss~~rate ofbenchmark $2from ~~million~~LIBOR to SOFR, ~~respectively~~effective for swap payments for the period commencing April 28, in2023. ~~cost~~Other than the foregoing, the material terms of ~~sales~~the interest rate swap agreements remain unchanged, ~~for~~including the weighted average fixed rate of 4.120%, and our ~~commodity~~election ~~swap~~to ~~contracts~~use certain practical expedients under Accounting Standards Codification Topic 848: Reference Rate Reform resulted in no material impacts on our condensed consolidated financial statements.

~~The~~During ~~following~~the ~~table~~three ~~provides~~and ~~the~~six ~~detail~~months ended June 30, 2024, we recognized unrealized gains of ~~outstanding~~$2 ~~commodity~~million ~~derivative~~and $1 million within other comprehensive income (loss) for our foreign currency exchange forward contracts. asAs of ~~March~~June 3130, 2024:, we expected to reclassify $1 million of gains, net of tax, from accumulated other comprehensive income (loss) (“AOCL”) to earnings over the next twelve months. The actual amount that will be reclassified to future earnings may vary from this amount as a result of changes in market conditions.

Type		Unit of Measure		ContractedVolume				ContractedPrice Range		Contracted Date ofMaturity
Natural gas swaps		Million BTU			2,380,000			$4.63 - $5.37		May 2024 - Dec 2025

During the three and six months ended June 30, 2024 and 2023, we recognized realized gains of $3 million, $6 million, $2 million and $3 million, respectively, within interest expense, net and an unrealized gains of $3 million, $14 million, $21 million and $14 million, respectively, within other comprehensive income (loss) for our interest rate derivatives. As of June 30, 2024, we expected to reclassify $6 million of gains, net of tax, from AOCL to earnings over the next twelve months. The actual amount that will be reclassified to future earnings may vary from this amount as a result of changes in market conditions.

During the three and six months ended June 30, 2024 and 2023, we recognized an unrealized gain of $1 million, an unrealized gain of $2 million, an unrealized gain of $1 million and an unrealized loss of $1 million, respectively, in cost of sales, for our commodity swap contracts.

The following table provides the detail of outstanding commodity derivative contracts as of June 30, 2024:


Type	Unit of Measure	Contracted Volume		Contracted Price Range	Contracted Date of Maturity
Natural gas swaps	Million BTU		1,870,000	$4.63 - $5.37	Aug 2024 - Dec 2025

Note 9. Employee Benefits

Net periodic benefit expense for our defined benefit pension plans and other post-employment benefit plans, ~~which was recognized in non-operating expense, net in our condensed consolidated statements of income (loss),~~ consisted of the following:

	For the Three Months Ended March 31,
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
Interest cost	$	(12	)	$	(13	)
Service cost	$	—		$	(1	)	$	—		$	(1	)
Expected return on plan assets		11			11
Interest cost		(13	)		(12	)		(25	)		(25	)
Amortization of actuarial gains		1			1
Expected return on plan assets		12			9			23			20
Total net periodic benefit cost	$	—		$	(1	)
Amortization of actuarial gains		1			—			2			1
Total net periodic benefit cost	$	—		$	(4	)	$	—		$	(5	)

The service cost components of net periodic benefit expense were recognized in cost of sales and the other components were recognized in non-operating expense, net in the condensed consolidated statements of income (loss).

Contributions to the Pension Plan for Pactiv Evergreen (“PPPE”) during the year ending December 31, 2024 are expected to be less than $1 million.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 10. Other Income, Net

Other income, net consisted of the following:

	For the Three Months Ended March 31,
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024		2023
Gain on sale of businesses and noncurrent assets	$	1		$	—
Loss on sale of businesses and noncurrent assets	$	(1	)	$	(1	)	$	—	$	(1	)
Other		23			—5			5		5
Other income, net	$	32		$	—4		$	5	$	4

Note 11. Commitments and Contingencies

We are from time to time party to litigation, legal proceedings and tax examinations arising from our operations. Most of these matters involve allegations of damages against us relating to employment matters, personal injury and commercial or contractual disputes. We are also involved in various administrative and other proceedings relating to environmental matters that arise in the normal course of business, and we may become involved in similar matters in the future. We record estimates for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on our assessment of the facts and circumstances, we do not believe any of these matters, individually or in the aggregate, will have a material adverse effect on our balance sheet, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our balance sheet, results of operations or cash flows in a future period. Except for amounts provided, there were no legal proceedings pending other than those for which we have determined that the possibility of a material outflow is remote.

Indemnities

As part of the agreements for the sale of various businesses, we have provided certain warranties and indemnities to the respective purchasers as set out in the respective sale agreements. These warranties and indemnities are subject to various terms and conditions affecting the duration and total amount of the indemnities. Any claims pursuant to these warranties and indemnities, if successful, could have a material effect on our balance sheet, results of operations or cash flows.

1719

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 12. Accumulated Other Comprehensive Loss

The following table summarizes the changes in our balances of each component of AOCL:

	For the Three Months Ended March 31,
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
Currency translation adjustments:
Balance as of beginning of period	$	(~~163~~162	)	$	(~~189~~175	)	$	(163	)	$	(189	)
Currency translation adjustments		1(19	)		1410			(18	)		24
Other comprehensive income		1			14
Other comprehensive (loss) income		(19	)		10			(18	)		24
Balance as of end of period	$	(~~162~~181	)	$	(~~175~~165	)	$	(181	)	$	(165	)
Defined benefit plans:
Balance as of beginning of period	$	~~127~~126		$	8887		$	127		$	88
Gain reclassified from AOCL:
Amortization of experience gains		(1	)		(1—	)		(2	)		(1	)
Other comprehensive loss		(1	)		(1—	)		(2	)		(1	)
Balance as of end of period	$	~~126~~125		$	87		$	125		$	87
Foreign exchange derivatives:
Balance as of beginning of period	$	—(1	)	$	—		$	—		$	—
Net derivative loss		(1	)		—
Net derivative gain		2			—			1			—
Other comprehensive loss		(1	)		—
Other comprehensive income		2			—			1			—
Balance as of end of period	$	(1	)	$	—		$	1		$	—
Interest rate derivatives:
Balance as of beginning of period	$	(15	)	$	(17	)	$	(1	)	$	(1	)
Net derivative gain (loss)		11			(7	)
Net derivative gain		3			21			14			14
Deferred tax expense on net derivative gain (loss)		(3	)		2
Deferred tax expense on net derivative gain		(1	)		(6	)		(4	)		(4	)
Gain reclassified from AOCL		(3	)		(12	)		(6	)		(3	)
Deferred tax expense on reclassification(1)		1			—1			2			1
Other comprehensive income (loss)		6			(6	)
Other comprehensive income		—			14			6			8
Balance as of end of period	$	5		$	(7	)	$	5		$	7
AOCL
Balance as of beginning of period	$	(3732	)	$	(~~102~~95	)	$	(37	)	$	(102	)
Other comprehensive income		5			7
Other comprehensive (loss) income		(18	)		24			(13	)		31
Balance as of end of period	$	(3250	)	$	(9571	)	$	(50	)	$	(71	)

(1)

Taxes reclassified to income are recorded in income tax (expense) benefit.

Note 13. Income Taxes

The effective tax rates for the three and six months ended ~~March~~June 3130, 2024 and 2023 represent our estimate of the annual effective tax rates expected to be applicable for the respective full fiscal years, adjusted for any discrete events which are recorded in the period that they occur.

During the three months ended ~~March~~June 3130, 2024, we recognized a tax expense of $511 million on income before tax of $1531 million. During the ~~three~~six months ended ~~March~~June 3130, ~~2023~~2024, we recognized a tax ~~benefit~~expense of $1916 million on ~~loss~~income before tax of $~~152~~46 million. ~~The effective tax rate for the aforementioned periods was driven primarily by the inability to recognize a tax benefit on all interest expense.~~

WeDuring ~~are under audit by~~ the ~~Internal~~three ~~Revenue~~months ~~Service~~ended ~~(“IRS”)~~June ~~and other taxing authorities. The IRS is currently auditing our U.S. income tax returns for 2016-2017. As of March 31~~30, ~~2024~~2023, we ~~have~~recognized ~~not~~a ~~received~~tax ~~any~~benefit ~~proposed~~of ~~adjustments~~$8 ~~from~~million ~~taxing~~on ~~authorities~~loss ~~that~~before ~~would~~tax beof ~~material~~$147 million. ~~Although~~During the ~~ultimate~~six ~~timing~~months isended ~~uncertain~~June 30, it2023, iswe ~~reasonably~~recognized ~~possible that~~ a ~~reduction~~tax benefit of ~~up to~~ $927 million ofon ~~unrecognized~~loss before tax ~~benefits could occur within the next twelve months due to changes in audit status, settlements~~ of ~~tax~~$299 ~~assessments and other events~~million.

18The effective tax rates for the aforementioned periods were driven primarily by the inability to recognize a tax benefit on all interest expense.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

We are under audit by the Internal Revenue Service (“IRS”) and other taxing authorities. The IRS is currently auditing our U.S. income tax returns for 2016-2017. As of June 30, 2024, we have not received any proposed adjustments from taxing authorities that would be material. Although the ultimate timing is uncertain, it is reasonably possible that a reduction of up to $9 million of unrecognized tax benefits could occur within the next twelve months due to changes in audit status, settlements of tax assessments and other events.

Note 14. Related Party Transactions

As of ~~March~~June 3130, 2024, approximately 77% of our shares were owned by PFL.

Transactions with our related parties are detailed below. All of our related parties are commonly controlled by Mr. Graeme Hart, our controlling shareholder, except for our joint ventures.

	Income (expense) for the Three Months Ended March 31,						Balance Outstanding as of
	Income (expense) for the Three Months Ended June 30,						Income (expense) for the Six Months Ended June 30,						Balance Outstanding as of
	2024			2023			~~March 31,~~ 2024			~~December 31,~~ 2023			June 30, 2024			December 31, 2023
Joint ventures
Included in other current assets							$	1		$	1		$	1		$	1
Sale of goods and services(1)	$	—		$	2		$	—		$	4
Other common controlled entities
Related party receivables								35			35			37			35
Sale of goods and services(2)		8083			~~106~~93			163			199
Rental income and transition services agreements(2)		12			1—			3			1
Charges(3)		14			—4			5			4
Related party payables								(8	)		(7	)		(7	)		(7	)
Purchase of goods(2)(4)		(2216	)		(2710	)		(38	)		(37	)
Charges(3)		(37	)		(34	)		(10	)		(7	)

(1)

All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated based on market rates. All amounts are unsecured, non-interest bearing and settled on normal trade terms.

(2)

We sell and purchase various goods and services with Reynolds Consumer Products Inc. (“RCPI”) under contractual arrangements that expire over a variety of periods through December 31, 2027.

We also lease a portion of two facilities to RCPI and are party to an information technology services agreement with RCPI. We do not trade with Graham Packaging Company Inc. (“GPCI”) on an ongoing basis.

(3)

These charges are for various costs incurred including services provided under a transition services agreement, an insurance sharing agreement and an investment advisory agreement with Rank Group Limited (“Rank”). All amounts are unsecured, non-interest bearing and settled on normal trade terms.

(4)

Related party purchases are initially recorded as inventories and subsequently recorded to cost of sales utilizing the first-in, first-out method.

Note 15. Equity Based Compensation

We established the Pactiv Evergreen Inc. Equity Incentive Plan for purposes of granting stock or other equity based compensation awards to our employees (including our senior management), directors, consultants and advisors.

Equity based compensation costs were $76 million, $13 million, $10 million and $515 million for the three and six months ended ~~March~~June 3130, 2024 and 2023, respectively, substantially all of which was recognized in selling, general and administrative expenses.

Restricted Stock Units

During the ~~three~~six months ended ~~March~~June 3130, 2024, we granted restricted stock units (“RSUs”) to certain members of management and acertain ~~member~~members of our Board of Directors. These RSUs require future service to be provided and generally vest in annual installments over a period of three years beginning on the first anniversary of the grant date. During the vesting period, the RSUs carry dividend-equivalent rights, but the RSUs do not have voting rights. The RSUs and any related dividend-equivalent rights are forfeited in the event the holder is no longer an employee on the vesting ~~date,~~

1921

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

date, unless the holder satisfies certain retirement-eligibility criteria. The following table summarizes RSU activity during the six months ended June 30, 2024:

(In thousands, except per share amounts)	Number of RSUs			WeightedAverageGrant DateFair Value
Non-vested, at January 1		2,707		$	10.06
Granted(1)		1,~~568~~658			1312.0296
Forfeited		(1576	)		911.5076
Vested		(~~957~~1,014	)		1311.0845
Non-vested, at March 31		3,303		$	10.59
Non-vested, at June 30		3,275		$	11.06

(1)

Included 2157 thousand shares reserved for issuance upon the settlement of dividend-equivalent rights carried by the reported RSUs concurrently with the settlement of such RSUs for shares.

Unrecognized compensation cost related to unvested RSUs as of ~~March~~June 3130, 2024 was $2418 million, which is expected to be recognized over a weighted average period of 2.1 years. The total vest date fair value of shares that vested during the ~~three~~six months ended ~~March~~June 3130, 2024 was $12 million.

Performance Share Units

During the ~~three~~six months ended ~~March~~June 3130, 2024, we granted performance share units (“PSUs”) to certain members of management which vest on the third anniversary of the grant date. Based on the achievement of a company performance target during a performance period set by our Compensation Committee of our Board of Directors, upon vesting, the PSUs are exchanged for a number of shares of common stock equal to the number of PSUs multiplied by a factor between 0% and 200%. We use our stock price on the grant date to estimate the fair value of our PSUs. We adjust the expense based on the likelihood of future achievement of performance metrics. If any of the performance targets are not achieved, the awards are forfeited. During the vesting period, the PSUs carry dividend-equivalent rights, but the PSUs do not have voting rights. The PSUs and any related dividend-equivalent rights are forfeited in the event the holder is no longer an employee on the vesting date, unless the holder satisfies certain retirement-eligibility criteria. The following table summarizes PSU activity during the six months ended June 30, 2024:

(In thousands, except per share amounts)	Number of PSUs			WeightedAverageGrant DateFair Value
Non-vested, at January 1		2,846		$	9.52
Granted(1)		~~820~~851			1312.0499
Forfeited		(~~281~~319	)		9.7977
Non-vested, at March 31		3,385		$	10.35
Non-vested, at June 30		3,378		$	10.37

(1)

Included 2253 thousand shares reserved for issuance upon the settlement of dividend-equivalent rights carried by the reported PSUs concurrently with the settlement of such PSUs for shares.

Unrecognized compensation cost related to unvested PSUs as of ~~March~~June 3130, 2024 was $2720 million, which is expected to be recognized over a weighted average period of 21.09 years.

2022

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 16. Earnings Per Share

Earnings (loss) per share, including a reconciliation of the number of shares used for our earnings (loss) per share calculation, was as follows:

	For the Three Months Ended March 31,
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
Numerator
Net earnings (loss) attributable to common shareholders	$	919		$	(~~134~~139	)	$	28		$	(273	)
Less: dividend-equivalents declared for equity based awards		(2—	)		(1	)		(2	)		(2	)
Total net earnings (loss) available to common shareholders	$	719		$	(~~135~~140	)	$	26		$	(275	)
Denominator
Weighted average number of shares outstanding - basic		179.47			178.45			179.5			178.4
Effect of dilutive securities		1.43			—			1.3			—
Weighted average number of shares outstanding - diluted		~~180~~181.80			178.45			180.8			178.4
Earnings (loss) per share attributable to Pactiv Evergreen Inc. common shareholders
Basic	$	0.0411		$	(0.7678	)	$	0.14		$	(1.54	)
Diluted	$	0.0410		$	(0.7678	)	$	0.14		$	(1.54	)

There were no anti-dilutive potential common shares excluded from the calculation above during the three and six months ended ~~March~~June 3130, 2024. The weighted average number of anti-dilutive potential common shares excluded from the calculation above was 0.86 million shares and 0.7 million shares for the three and six months ended ~~March~~June 3130, 2023, respectively.

On ~~April~~July 3029, 2024, our Board of Directors declared a dividend of $0.10 per share to be paid on ~~June~~September 1413, 2024 to shareholders of record as of ~~May~~August 3130, 2024.

Note 17. Segment Information

InAs ~~the~~of ~~second~~June ~~quarter~~30, ~~of 2023~~2024, inwe ~~conjunction~~had ~~with~~two ~~the~~reportable segments: Foodservice and Food and Beverage Merchandising. ~~Restructuring,~~These wereportable ~~implemented~~segments areflect ~~new~~our operating structure and ~~reporting~~the ~~structure~~manner ~~resulting~~ in ~~the~~which ~~combination~~our ofCODM, ~~our~~who ~~legacy~~is ~~Food~~our ~~Merchandising~~President and ~~Beverage~~Chief ~~Merchandising~~Executive ~~segments~~Officer, ~~creating~~assesses ~~our~~information ~~Food~~for ~~and~~decision-making ~~Beverage Merchandising segment~~purposes. ~~Refer~~The tokey ~~Note~~factors 2,used ~~Restructuring,~~to ~~Asset~~identify ~~Impairment~~these ~~and~~reportable ~~Other~~segments ~~Related~~are ~~Charges,~~the ~~for~~organization ~~additional~~of ~~details.~~our Weinternal ~~also~~operations ~~reorganized~~and the ~~management~~nature of ~~certain~~our ~~product~~products. ~~lines~~This ~~from~~reflects how our ~~Foodservice~~CODM ~~segment~~monitors toperformance, ~~our~~allocates ~~Food~~capital and ~~Beverage~~makes ~~Merchandising~~strategic ~~segment~~and operational decisions. Our reportable segments are described as follows:

As of the end of the second quarter of 2023, we analyzed the results of our business through our Foodservice and Food and Beverage Merchandising segments. All prior periods have been recast to reflect the current reportable segment structure and the change in the management of certain product lines. These reportable segments reflect our operating structure and the manner in which our CODM, who is our President and Chief Executive Officer, assesses information for decision-making purposes. The key factors used to identify these reportable segments are the organization of our internal operations and the nature of our products. This reflects how our CODM monitors performance, allocates capital and makes strategic and operational decisions. Our reportable segments are described as follows:

Foodservice - Manufactures a broad range of products that enable consumers to eat and drink where they want and when they want with convenience. Foodservice manufactures food containers, drinkware (hot and cold cups and lids), tableware, serviceware and other products which make eating on-the-go more enjoyable and easy to do.

Food and Beverage Merchandising - Manufactures products that protect and attractively display food and beverages while preserving freshness. Food and Beverage Merchandising products include cartons for fresh refrigerated beverage products, primarily serving dairy (including plant-based, organic and specialties), juice and other specialty beverage end-markets, clear rigid-display containers, containers for prepared and ready-to-eat food, trays for meat and poultry and egg cartons. It also produces fiber-based liquid packaging board for its internal requirements and to sell to other fresh beverage carton manufacturers. Prior to June 2023, it also produced a range of paper-based products which it sold to paper and packaging converters.

21Other/Unallocated - We previously had other operating segments that did not meet the threshold for presentation as a reportable segment. These operating segments comprised the remaining components of our former closures businesses, which generated revenue from the sale of caps and closures, and are presented as “Other”. As of March 31, 2023, we had disposed of all of the remaining components of our former closures

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Other/Unallocated - We previously had other operating segments that did not meet the threshold for presentation as a reportable segment. These operating segments comprised the remaining components of our former closures businesses~~, which generated revenue from the sale of caps and closures, and are presented as “Other”~~. ~~As of March 31, 2023, we had disposed of all of the remaining components of our former closures businesses.~~ Unallocated includes corporate costs, primarily relating to general and administrative functions such as finance, tax and legal and the effects of the PPPE.

Information by Segment

We present reportable segment Adjusted EBITDA as this is the financial measure by which management and our CODM allocate resources and analyze the performance of our reportable segments.

A segment’s Adjusted EBITDA represents its earnings before interest, tax, depreciation and amortization and is further adjusted to exclude certain items, including but not limited to restructuring, asset impairment and other related charges, gains or losses on the sale of businesses and noncurrent assets, non-cash pension income or expense, unrealized gains or losses on derivatives, foreign exchange gains or losses on cash and gains or losses on certain legal settlements.

	Foodservice		Food and Beverage Merchandising		Reportable Segment Total
For the Three Months Ended March 31, 2024
For the Three Months Ended June 30, 2024
Net revenues	$	~~597~~668	$	~~655~~670	$	1,~~252~~338
Intersegment revenues		—		54		54
Total reportable segment net revenues	$	~~597~~668	$	~~660~~674	$	1,~~257~~342
Adjusted EBITDA	$	90109	$	~~100~~93	$	~~190~~202
For the Three Months Ended March 31, 2023
For the Three Months Ended June 30, 2023
Net revenues	$	~~614~~656	$	~~815~~770	$	1,~~429~~426
Intersegment revenues		—		35		35
Total reportable segment net revenues	$	~~614~~656	$	~~850~~805	$	1,~~464~~461
Adjusted EBITDA	$	~~106~~128	$	~~101~~109	$	~~207~~237
For the Six Months Ended June 30, 2024
Net revenues	$	1,265	$	1,325	$	2,590
Intersegment revenues		—		9		9
Total reportable segment net revenues	$	1,265	$	1,334	$	2,599
Adjusted EBITDA	$	199	$	193	$	392
For the Six Months Ended June 30, 2023
Net revenues	$	1,270	$	1,585	$	2,855
Intersegment revenues		—		70		70
Total reportable segment net revenues	$	1,270	$	1,655	$	2,925
Adjusted EBITDA	$	234	$	210	$	444

Reportable segment assets consisted of the following:

	Foodservice		Food and Beverage Merchandising		Reportable Segment Total
As of March 31, 2024	$	1,357	$	1,488	$	2,845
As of June 30, 2024	$	1,343	$	1,464	$	2,807
As of December 31, 2023		1,251		1,511		2,762

2224

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

The following table presents a reconciliation of reportable segment Adjusted EBITDA to consolidated income (loss) before income taxes:

	For the Three Months Ended March 31,
	For the Three Months Ended						For the Six Months Ended
	2024			2023
	June 30,						June 30,
Reportable segment Adjusted EBITDA	$	190		$	207
	2024			2023			2024			2023
Unallocated		(22	)		(18	)
Reportable segment Adjusted EBITDA	$	202		$	237		$	392		$	444
		168			189
Unallocated		(19	)		(20	)		(41	)		(38	)
Adjustments to reconcile to GAAP income (loss) before income taxes
		183			217			351			406
Interest expense, net		(59	)		(63	)
Adjustments to reconcile to GAAP income (loss) before income taxes
Depreciation and amortization (excluding Beverage Merchandising Restructuring and Footprint Optimization related charges)		(75	)		(84	)
Interest expense, net		(66	)		(64	)		(125	)		(127	)
Beverage Merchandising Restructuring charges		(11	)		(187	)
Depreciation and amortization (excluding Beverage Merchandising Restructuring and Footprint Optimization related charges)		(75	)		(82	)		(150	)		(166	)
Footprint Optimization charges		(10	)		—
Beverage Merchandising Restructuring charges		(7	)		(216	)		(18	)		(403	)
Other restructuring and asset impairment charges (reversals)		—			1
Footprint Optimization charges		(3	)		—			(13	)		—
Gain on sale of businesses and noncurrent assets		1			—
Other restructuring and asset impairment charges (reversals)		(2	)		(1	)		(2	)		—
Non-cash pension expense		—			(1	)
Loss on sale of businesses and noncurrent assets		(1	)		(1	)		—			(1	)
Unrealized gains (losses) on commodity derivatives		1			(2	)
Non-cash pension expense		—			(3	)		—			(4	)
Foreign exchange losses on cash		—			(4	)
Unrealized gains (losses) on commodity derivatives		1			1			2			(1	)
Other		—			(1	)
Foreign exchange gains (losses) on cash		1			2			1			(2	)
Income (loss) before tax	$	15		$	(152	)
Other		—			—			—			(1	)
Income (loss) before tax	$	31		$	(147	)	$	46		$	(299	)

The following table presents a reconciliation of reportable segment assets to consolidated assets:

	As ofMarch 31, 2024		As ofDecember 31, 2023
	As ofJune 30, 2024		As ofDecember 31, 2023
Reportable segment assets(1)	$	2,~~845~~807	$	2,762
Unallocated(2)		3,~~541~~555		3,633
Total assets	$	6,~~386~~362	$	6,395

(1)

Reportable segment assets represent trade receivables, inventory and property, plant and equipment.

(2)

Unallocated is comprised of cash and cash equivalents, other current assets, assets held for sale, entity-wide property, plant and equipment, operating lease right-of-use assets, goodwill, intangible assets, related party receivables and other noncurrent assets.

2325

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Information in Relation to Products

Net revenues by product line are as follows:

	For the Three Months Ended March 31,
	For the Three Months Ended						For the Six Months Ended
	2024			2023
	June 30,						June 30,
Foodservice
	2024			2023			2024			2023
Drinkware	$	260		$	264
Foodservice
Containers		225			229
Drinkware	$	328		$	304		$	588		$	568
Tableware		68			75
Containers		234			238			459			467
Serviceware and other		44			46
Tableware		63			68			131			143
Food and Beverage Merchandising
Serviceware and other		43			46			87			92
Cartons for fresh beverage products		184			195
Food and Beverage Merchandising
Bakery/snack/produce/fruit containers		108			128
Cartons for fresh beverage products		170			182			354			377
Meat trays		104			106
Bakery/snack/produce/fruit containers		132			139			240			266
Tableware		92			103
Meat trays		106			109			210			215
Liquid packaging board		55			128
Tableware		92			103			184			206
Egg cartons		38			38
Liquid packaging board		54			121			109			249
Prepared food trays		27			36
Egg cartons		36			32			74			70
Paper products		—			47
Prepared food trays		29			36			56			72
Other		52			69
Paper products		—			27			—			74
Total reportable segment net revenues		1,257			1,464
Other		55			56			107			126
Other / Unallocated
Total reportable segment net revenues		1,342			1,461			2,599			2,925
Other		—			2
Other / Unallocated
Intersegment eliminations		(5	)		(35	)
Other		—			—			—			2
Total net revenues	$	1,252		$	1,431
Intersegment eliminations		(4	)		(35	)		(9	)		(70	)
Total net revenues	$	1,338		$	1,426		$	2,590		$	2,857

For all product lines, there is a relatively short time period between the receipt of the order and the transfer of control over the goods to the customer.

2426

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

Our discussion and analysis is intended to help the reader understand our results of operations and financial condition and is provided as an addition to, and should be read in connection with, our condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.

Our Company

We are a leading manufacturer and distributor of fresh foodservice and food merchandising products and fresh beverage cartons in North America. We produce a broad range of on-trend and feature-rich products that protect, package and display food and beverages for today’s consumers. Our products include containers, drinkware (such as hot and cold cups and lids), cartons for fresh refrigerated beverage products, tableware, meat and poultry trays, liquid packaging board, serviceware, prepared food trays and egg cartons. Our products, many of which are made with recycled, recyclable or renewable materials, are sold to a diversified mix of customers, including restaurants, foodservice distributors, retailers, food and beverage producers, packers and processors. Following authorization by our Board of Directors on July 12, 2024, we signed a definitive agreement to sell the facilities that manufacture liquid packaging board. Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Business Environment

In the ~~first~~second quarter of 2024, we ~~continued~~experienced tofurther ~~experience~~ moderation in ~~consumer~~ demand for certain of our products, primarily driven by the ongoing effect on consumer spending from sustained high levels of inflation ~~and~~in ~~general~~recent ~~macroeconomic uncertainty~~years. While we have not observed a material economic contraction to-date, we ~~anticipate~~expect these pressures ~~may~~to persist in the near-term, impacting consumer demand and thus our customers’ purchasing decisions and order patterns throughout the remainder of 2024.

In recent years, we experienced meaningful input cost inflation and challenging labor market conditions. While ~~inflationary pressures moderated during 2023,~~ the ~~recent~~rate ~~rise~~of ininflation ~~commodity~~has ~~prices~~moderated, ~~may~~we ~~lead~~expect tocontinued upward pressure on our input costs inalong ~~2024~~with more price sensitivity from our customers through the remainder of the year. We believe our pricing strategy provides us with flexibility to manage our market position through cost recovery mechanisms and strategic competitive pricing. In this dynamic environment, we remain focused on servicing our customers, improving manufacturing productivity and optimizing costs across our business.

During the first quarter of 2024, we announced the Footprint Optimization, a strategic initiative to optimize our manufacturing and warehousing footprint. We expect these actions will improve our operating efficiency and result in meaningful cost savings in 2025 and beyond.

The increase in interest rates from historically low levels in recent years, higher levels of inflation and geopolitical factors continue to create uncertainty with respect to the economic outlook. If economic conditions were to deteriorate, a further decline in consumer spending may result, which could lead to a meaningful decline in demand for our products in the remainder of 2024 and beyond.

Recent Developments and Items Impacting Comparability

Footprint Optimization

Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Beverage Merchandising Restructuring

On March 6, 2023, we announced the Beverage Merchandising Restructuring, a plan approved by our Board of Directors to take significant restructuring actions related to our Beverage Merchandising operations. We expect these actions to increase our production efficiency, streamline our management structure and reduce our ongoing capital expenditures and overhead costs.

WeAs ~~expect~~a ~~that~~component of the Beverage Merchandising Restructuring, ~~will~~we ~~enable~~commenced usa process to ~~maintain~~explore strategic alternatives for our ~~strong~~Pine ~~position~~Bluff, inArkansas ~~the~~mill ~~liquid~~and ~~packaging~~Waynesville, ~~market~~North byCarolina ~~increasing~~facility. Following authorization by our ~~overall~~Board ~~productivity~~of ~~over~~Directors ~~time~~on July 12, 2024, we entered into a definitive agreement to sell those facilities and ~~optimizing~~associated ~~our~~assets ~~manufacturing~~to ~~footprint~~Suzano S.A. Itfor $110 million, subject to certain customary adjustments at closing such as working capital. We also ~~resulted~~agreed into ~~our~~enter ~~exit~~into ~~from~~a long-term liquid packaging board supply arrangement with Suzano upon closing of the ~~uncoated~~transaction. ~~freesheet~~The ~~paper~~transaction ~~market~~is expected to close in the fourth quarter of 2024.

We also continue to explore strategic alternatives for our Pine Bluff, Arkansas mill and our Waynesville, North Carolina facility. We have not set a timetable in relation to this process.

The operations impacted by the Beverage Merchandising Restructuring did not qualify for presentation as discontinued operations.

Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Footprint Optimization

Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Non-GAAP Measures – Adjusted EBITDA

In addition to financial measures determined in accordance with GAAP, we make use of the non-GAAP financial measure Adjusted EBITDA to evaluate and manage our business and to plan and make near-term and long-term operating and strategic decisions.

Adjusted EBITDA is defined as net income (loss) calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, depreciation and amortization and further adjusted to exclude certain items, including but not limited to restructuring, asset impairment and other related charges, gains or losses on the sale of businesses and noncurrent assets, non-cash pension income or expense, unrealized gains or losses on derivatives, foreign exchange gains or losses on cash and gains or losses on certain legal settlements.

We present Adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, make strategic decisions and incentivize and reward our employees. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and Board of Directors. We also believe that using Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis because it excludes variations primarily caused by changes in the items noted above. In addition, our CODM, who is our President and Chief Executive Officer, uses Adjusted EBITDA of each reportable segment to evaluate the operating performance of such segments.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Instead, you should consider it alongside other financial performance measures, including our net income (loss) and other GAAP results. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses such as those that are the subject of adjustments made in deriving Adjusted EBITDA, and you should not infer from our presentation of Adjusted EBITDA that our future results will not be affected by these expenses or any unusual or non-recurring items. The following is a reconciliation of our net income (loss), the most directly comparable GAAP financial measure, to Adjusted EBITDA for each of the periods indicated:

	For the Three Months Ended March 31,
	For the Three Months Ended						For the Six Months Ended
(In millions)	2024			2023
	June 30,						June 30,
Net income (loss) (GAAP)	$	10		$	(133	)
(In millions)	2024			2023			2024			2023
Income tax (expense) benefit		5			(19	)
Net income (loss) (GAAP)	$	20		$	(139	)	$	30		$	(272	)
Interest expense, net		59			63
Income tax expense (benefit)		11			(8	)		16			(27	)
Depreciation and amortization (excluding Beverage Merchandising Restructuring and Footprint Optimization related charges)		75			84
Interest expense, net		66			64			125			127
Beverage Merchandising Restructuring charges(1)		11			187
Depreciation and amortization (excluding Beverage Merchandising Restructuring and Footprint Optimization related charges)		75			82			150			166
Footprint Optimization charges(2)		10			—
Beverage Merchandising Restructuring charges(1)		7			216			18			403
Other restructuring and asset impairment charges (reversals)(3)		—			(1	)
Footprint Optimization charges(2)		3			—			13			—
Gain on sale of business and noncurrent assets		(1	)		—
Other restructuring and asset impairment charges (reversals)(3)		2			1			2			—
Non-cash pension expense(4)		—			1
Loss on sale of businesses and noncurrent assets		1			1			—			1
Unrealized (gains) losses on commodity derivatives		(1	)		2
Non-cash pension expense(4)		—			3			—			4
Foreign exchange losses on cash		—			4
Unrealized (gains) losses on commodity derivatives		(1	)		(1	)		(2	)		1
Other		—			1
Foreign exchange (gains) losses on cash		(1	)		(2	)		(1	)		2
Adjusted EBITDA (Non-GAAP)	$	168		$	189
Other		—			—			—			1
Adjusted EBITDA (Non-GAAP)	$	183		$	217		$	351		$	406

(1)

Reflects charges related to the Beverage Merchandising Restructuring, including $3 million, $6 million, $177 million and $90267 million of accelerated depreciation expense during the three and six months ended ~~March~~June 3130, 2024 and 2023, respectively. Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges, for additional details.

(2)

Reflects charges related to the Footprint Optimization, including $12 million and $3 million of accelerated depreciation expense during the three and six months ended ~~March~~June 3130, 2024, respectively. Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges, for additional details.

(3)

Reflects other restructuring and asset impairment charges (reversals) not related to the Beverage Merchandising Restructuring or the Footprint Optimization. Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges, for additional details.

(4)

Reflects the non-cash pension expense related to our employee benefit plans. Refer to Note 9, Employee Benefits, for additional details.

2628

Results of Operations

Three Months Ended ~~March~~June 3130, 2024 and 2023

Consolidated Results

	For the Three Months Ended March 31,
	For the Three Months Ended June 30,
(In millions, except for %)	2024			% of Revenue			2023			% of Revenue			Change			% of Change
Net revenues	$	1,~~172~~255			94	%	$	1,~~323~~331			9293	%	$	(~~151~~76	)		(116	)%
Related party net revenues		8083			6	%		~~108~~95			87	%		(2812	)		(2613	)%
Total net revenues		1,~~252~~338			100	%		1,~~431~~426			100	%		(~~179~~88	)		(136	)%
Cost of sales		(1,~~031~~115	)		(8283	)%		(1,~~316~~342	)		(9294	)%		~~285~~227			~~(22~~17	)%
Gross profit		~~221~~223			1817	%		~~115~~84			86	%		~~106~~139			92165	%
Selling, general and administrative expenses		(~~133~~122	)		(119	)%		(~~130~~136	)		(910	)%		(314	)		210	%
Restructuring, asset impairment and other related charges		(176	)		(1—	)%		(7332	)		(52	)%		5626			~~(77~~81	)%
Other income, net		32			—	%		—4			—	%		3(2	)		—(50	)%
Operating income (loss)		7497			67	%		(8880	)		(6	)%		~~162~~177		NM
Non-operating expense, net		—			—	%		(13	)		—	%		13		NM
Interest expense, net		(5966	)		(5	)%		(6364	)		(4	)%		4(2	)		(63	)%
Income (loss) before tax		1531			12	%		(~~152~~147	)		(1110	)%		~~167~~178		NM	~~(110~~	)%
Income tax (expense) benefit		(511	)		—(1	)%		198			1	%		(2419	)	NM	~~(126~~	)%
Net income (loss)		1020			1	%		(~~133~~139	)		(910	)%		~~143~~159		NM	~~(108~~	)%
Adjusted EBITDA(1)	$	~~168~~183			1314	%	$	~~189~~217			1315	%	$	(2134	)		(1116	)%

NM indicates that the calculation is “not meaningful”.

(1)

Adjusted EBITDA is a non-GAAP measure. For details, refer to Non-GAAP Measures - Adjusted EBITDA, including a reconciliation between net income (loss) and Adjusted EBITDA.

Components of Change in Reportable Segment Net Revenues

	Price/Mix			Volume			FXMill Closure			~~Mill Closure~~Total			~~Total~~
Total net revenues		(4—	)%		(3	)%		—(3	)%		(6	)%		~~(13~~	)%
By reportable segment:
Foodservice		(2	)%		(1—	)%		—	%		—2	%		(3	)%
Food and Beverage Merchandising		(51	)%		(45	)%		1(10	)%		(1416	)%		~~(22~~	)%

Total Net Revenues. Total net revenues for the three months ended ~~March~~June 3130, 2024 decreased by $~~179~~88 million, or 136%, to $1,~~252~~338 million compared to the prior year period. The decrease was primarily due to the closure of our Canton, North Carolina mill during the second quarter of 2023, ~~lower pricing due to the pass through of lower material costs~~ and lower sales volume. Lower sales volume ~~was~~in ~~mainly~~the ~~due~~Food toand aBeverage ~~focus~~Merchandising onsegment ~~value~~was ~~over~~mainly ~~volume~~due into ~~the~~strategically ~~Food~~exiting ~~and~~certain ~~Beverage~~business ~~Merchandising segment~~ and the market softening amid inflationary pressures.

Cost of Sales. Cost of sales for the three months ended ~~March~~June 3130, 2024 decreased by $~~285~~227 million, or 2217%, to $1,~~031~~115 million compared to the prior year period. The decrease was primarily due to lower charges related to the Beverage Merchandising Restructuring as well as the closure of our Canton, North Carolina mill and lower sales volume, partially offset by ~~lower~~higher ~~material~~manufacturing and ~~manufacturing~~material costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended ~~March~~June 3130, 2024 ~~increased~~decreased by $314 million, or 210%, to $~~133~~122 million compared to the prior year period. The ~~increase~~decrease was primarily due to ~~higher~~lower ~~employee-related~~incentive based compensation costs.

Restructuring, Asset Impairment and Other Related Charges. Restructuring, asset impairment and other related charges for the three months ended ~~March~~June 3130, 2024 decreased by $5626 million, or 7781%, to $176 million compared to the prior year period. The ~~current~~expense ~~period~~for ~~expense~~both periods is primarily related to activities associated with the Beverage Merchandising Restructuring ~~and Footprint Optimization~~. Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Other Income, Net. ~~During~~Other income, net, for the three months ended ~~March~~June 3130, 2024, wedecreased ~~recognized~~by $32 million ofto ~~income,~~$2 ~~primarily~~million ~~driven~~compared byto ~~gains~~the onprior ~~the~~year ~~sale~~period. ofRefer ~~assets~~to Note 10, Other Income, Net, for additional details.

2729

Non-operating Expense, Net. Non-operating expense, net, for the three months ended ~~March~~June 3130, 2023 was $14 million of expense~~, primarily driven by the interest cost on our defined benefit plans~~. Refer to Note 9, Employee Benefits, for additional details.

Interest Expense, Net. Interest expense, net, for the three months ended ~~March~~June 3130, 2024 ~~decreased~~increased by $42 million, or 63%, to $5966 million, compared to the prior year period. The ~~decrease~~increase was ~~primarily~~mostly due to a ~~reduction~~$6 inmillion ~~total~~loss ~~debt~~on ~~outstanding~~extinguishment of debt, partially offset by anlower ~~increase~~interest expense due to a reduction in total debt outstanding compared to the prior period and a lower interest rate on our floating rate ~~term~~debt ~~loans~~as a result of our Credit Agreement amendments. Refer to Note 7, Debt, for additional details.

Income Tax (Expense) Benefit. During the three months ended ~~March~~June 3130, 2024, we recognized tax expense of $511 million on income before tax of $1531 million, compared to a tax benefit of $198 million on a loss before tax of $~~152~~147 million for the prior year period. The effective tax rate for both periods was driven primarily by the inability to recognize a tax benefit on all interest expense.

Net Income (Loss). Net income (loss) for the three months ended ~~March~~June 3130, 2024 was income of $1020 million compared to a loss of $~~133~~139 million in the prior year period. The change in net income ~~was~~included ~~impacted by~~ a $~~106~~139 million increase in gross profit, primarily due to accelerated depreciation expense from the Beverage Merchandising Restructuring incurred in the prior year period, partially offset by lower sales volume in the current period for the reasons discussed above. The improved result also benefited from a $5626 million decrease in restructuring charges compared to the prior period primarily related to the Beverage Merchandising Restructuring, partially offset by the discrete tax benefit incurred in the prior period related to the aforementioned restructuring.

Adjusted EBITDA. Adjusted EBITDA for the three months ended ~~March~~June 3130, 2024 decreased by $2134 million, or 1116%, to $~~168~~183 million compared to the prior year period. The decrease ~~reflects~~was ~~lower~~primarily ~~sales~~attributable ~~volume,~~to ~~lower~~higher ~~pricing,~~manufacturing ~~net of material~~ costs ~~passed through,~~ and ~~higher~~lower ~~employee-related~~sales ~~costs~~volume, partially offset by lower ~~manufacturing~~incentive ~~and~~based ~~transportation~~compensation costs.

Segment Information

Foodservice

	For the Three Months Ended March 31,
	For the Three Months Ended June 30,
(In millions, except for %)	2024			2023			Change			Change %
Total segment net revenues	$	~~597~~668		$	~~614~~656		$	~~(17~~12	)		(32	)%
Segment Adjusted EBITDA	$	90109		$	~~106~~128		$	(1619	)		(15	)%
Segment Adjusted EBITDA margin(1)		1516	%		1720	%

(1)

For each segment, segment Adjusted EBITDA margin is calculated as segment Adjusted EBITDA divided by total segment net revenues.

Total Segment Net Revenues. Foodservice total segment net revenues for the three months ended ~~March~~June 3130, 2024 ~~decreased~~increased by $1712 million, or 32%, to $~~597~~668 million compared to the prior year period. The ~~decrease~~increase was mainly due to ~~lower~~higher pricing, largely due to the pass through of ~~lower~~higher material costs, ~~and~~partially offset by unfavorable product mix.

Adjusted EBITDA. Foodservice Adjusted EBITDA for the three months ended ~~March~~June 3130, 2024 decreased by $1619 million, or 15%, to $90109 million compared to the prior year period. The decrease ~~reflects~~was ~~unfavorable~~primarily ~~product~~due ~~mix,~~to higher manufacturing costs and ~~lower~~unfavorable product mix, partially offset by higher pricing, net of material costs passed through, and lower incentive based compensation costs.

Food and Beverage Merchandising

	For the Three Months Ended March 31,
	For the Three Months Ended June 30,
(In millions, except for %)	2024			2023			Change			Change %
Total segment net revenues	$	~~660~~674		$	~~850~~805		$	(~~190~~131	)		(2216	)%
Segment Adjusted EBITDA	$	~~100~~93		$	~~101~~109		$	(116	)		(115	)%
Segment Adjusted EBITDA margin		1514	%		1214	%

Total Segment Net Revenues. Food and Beverage Merchandising total segment net revenues for the three months ended ~~March~~June 3130, 2024 decreased by $~~190~~131 million, or 2216%, to $~~660~~674 million compared to the prior year period. The decrease was primarily due to the closure of our Canton, North Carolina mill, ~~lower pricing, largely due to the pass through of lower material costs,~~ and lower sales volume. ~~Sales~~Lower sales volume was ~~lower mainly~~ due to astrategically ~~focus~~exiting oncertain ~~value~~business ~~over volume~~ and the market softening amid inflationary pressures.

Adjusted EBITDA. Food and Beverage Merchandising Adjusted EBITDA for the three months ended ~~March~~June 3130, 2024 decreased by $116 million, or 115%, to $~~100~~93 million compared to the prior year period. The decrease ~~reflects~~is ~~lower~~primarily ~~sales~~attributable ~~volume~~to higher manufacturing costs, ~~unfavorable~~lower ~~product~~sales ~~mix~~volume and lower pricing, net of material costs passed through, partially offset by lower ~~manufacturing~~incentive based compensation costs.

2830

Six Months Ended June 30, 2024 and 2023

Consolidated Results


	For the Six Months Ended June 30,
(In millions, except for %)	2024			% of Revenue			2023			% of Revenue			Change			% Change
Net revenues	$	2,427			94	%	$	2,654			93	%	$	(227	)		(9	)%
Related party net revenues		163			6	%		203			7	%		(40	)		(20	)%
Total net revenues		2,590			100	%		2,857			100	%		(267	)		(9	)%
Cost of sales		(2,146	)		(83	)%		(2,658	)		(93	)%		512			19	%
Gross profit		444			17	%		199			7	%		245			123	%
Selling, general and administrative expenses		(255	)		(10	)%		(266	)		(9	)%		11			4	%
Restructuring, asset impairment and other related charges		(23	)		(1	)%		(105	)		(4	)%		82			78	%
Other income, net		5			—	%		4			—	%		1			25	%
Operating income (loss)		171			7	%		(168	)		(6	)%		339		NM
Non-operating expense, net		—			—	%		(4	)		—	%		4		NM
Interest expense, net		(125	)		(5	)%		(127	)		(4	)%		2			2	%
Income (loss) before tax		46			2	%		(299	)		(10	)%		345		NM
Income tax (expense) benefit		(16	)		(1	)%		27			1	%		(43	)	NM
Net income (loss)		30			1	%		(272	)		(10	)%		302		NM
Adjusted EBITDA(1)	$	351			14	%	$	406			14	%	$	(55	)		(14	)%

NM indicates that the calculation is “not meaningful”.

(1)

Adjusted EBITDA is a non-GAAP measure. For details, refer to Non-GAAP Measures - Adjusted EBITDA, including a reconciliation between net income (loss) and Adjusted EBITDA.

Components of Change in Reportable Segment Net Revenues


	Price/Mix			Volume			Mill Closure			Total
Total net revenues		(2	)%		(3	)%		(4	)%		(9	)%
By reportable segment:
Foodservice		—	%		—	%		—	%		—	%
Food and Beverage Merchandising		(3	)%		(5	)%		(11	)%		(19	)%

Total Net Revenues. Total net revenues for the six months ended June 30, 2024 decreased by $267 million, or 9%, to $2,590 million compared to the prior year period. The decrease was primarily due to the closure of our Canton, North Carolina mill during the second quarter of 2023, lower sales volume, unfavorable product mix and lower pricing due to the pass through of lower material costs.

Cost of Sales. Cost of sales for the six months ended June 30, 2024 decreased by $512 million, or 19%, to $2,146 million compared to the prior year period. The decrease was primarily due to lower charges related to the Beverage Merchandising Restructuring as well as the closure of our Canton, North Carolina mill and lower sales volume.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the six months ended June 30, 2024 decreased by $11 million, or 4%, to $255 million compared to the prior year period. The decrease was primarily due to lower incentive based compensation costs.

Restructuring, Asset Impairment and Other Related Charges. Restructuring, asset impairment and other related charges for the six months ended June 30, 2024 decreased by $82 million, or 78%, to $23 million compared to the prior year period. The expense in both periods is primarily related to activities associated with the Beverage Merchandising Restructuring. Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Other Income, Net. Other income, net, for the six months ended June 30, 2024 increased by $1 million to $5 million compared to the prior year period. Refer to Note 10, Other Income, Net, for additional details.

Non-operating Expense, Net. Non-operating expense, net, for the six months ended June 30, 2023 was $5 million of expense. Refer to Note 9, Employee Benefits, for additional details.

Interest Expense, Net. Interest expense, net, for the six months ended June 30, 2024 decreased by $2 million, or 2%, to $125 million, compared to the prior year period. The decrease was primarily due to a reduction in total debt outstanding as well as a lower interest rate on our floating rate debt as a result of our Credit Agreement amendments, partially offset by a $6 million loss on extinguishment of debt during the current period. Refer to Note 7, Debt, for additional details.

Income Tax (Expense) Benefit. During the six months ended June 30, 2024, we recognized tax expense of $16 million on income before tax of $46 million, compared to a tax benefit of $27 million on a loss before tax of $299 million for the prior year period. The effective tax rate for both periods was driven primarily by the inability to recognize a tax benefit on all interest expense.

Net Income (Loss). Net income (loss) for the six months ended June 30, 2024 was income of $30 million compared to a loss of $272 million in the prior year period. The change in net income included a $245 million increase in gross profit, primarily due to accelerated depreciation expense from the Beverage Merchandising Restructuring incurred in the prior year period, partially offset by lower sales volume in the current period for the reasons discussed above. The improved result also benefited from a $82 million decrease in restructuring charges compared to the prior period primarily related to the Beverage Merchandising Restructuring, partially offset by the discrete tax benefit incurred in the prior period related to the aforementioned restructuring.

Adjusted EBITDA. Adjusted EBITDA for the six months ended June 30, 2024 decreased by $55 million, or 14%, to $351 million compared to the prior year period. The decrease reflects unfavorable product mix, lower sales volume and higher manufacturing costs, partially offset by higher pricing, net of material costs passed through, and lower incentive based compensation costs.

Segment Information

Foodservice


	For the Six Months Ended June 30,
(In millions, except for %)	2024			2023			Change			Change %
Total segment net revenues	$	1,265		$	1,270		$	(5	)		—	%
Segment Adjusted EBITDA	$	199		$	234		$	(35	)		(15	)%
Segment Adjusted EBITDA margin		16	%		18	%

Total Segment Net Revenues. Foodservice total segment net revenues for the six months ended June 30, 2024 decreased by $5 million to $1,265 million compared to the prior year period as higher pricing, largely due to the pass through of higher material costs, was more than offset by unfavorable product mix.

Adjusted EBITDA. Foodservice Adjusted EBITDA for the six months ended June 30, 2024 decreased by $35 million, or 15%, to $199 million compared to the prior year period. The decrease is primarily due to higher manufacturing costs and unfavorable product mix, partially offset by higher pricing, net of material costs passed through.

Food and Beverage Merchandising


	For the Six Months Ended June 30,
(In millions, except for %)	2024			2023			Change			Change %
Total segment net revenues	$	1,334		$	1,655		$	(321	)		(19	)%
Segment Adjusted EBITDA	$	193		$	210		$	(17	)		(8	)%
Segment Adjusted EBITDA margin		14	%		13	%

Total Segment Net Revenues. Food and Beverage Merchandising total segment net revenues for the six months ended June 30, 2024 decreased by $321 million, or 19%, to $1,334 million compared to the prior year period. The decrease was primarily due to the closure of our Canton, North Carolina mill, lower sales volume and lower pricing, largely due to the pass through of lower material costs.

Adjusted EBITDA. Food and Beverage Merchandising Adjusted EBITDA for the six months ended June 30, 2024 decreased by $17 million, or 8%, to $193 million compared to the prior year period. The decrease reflects lower sales volume and unfavorable product mix, partially offset by lower manufacturing and incentive based compensation costs.

Liquidity and Capital Resources

We manage our capital structure in an effort to most effectively execute our strategic priorities and maximize shareholder value. We believe that we have sufficient liquidity to support our ongoing operations and to re-invest in our business to drive future growth. Our projected operating cash flows, cash on-hand and available capacity under our revolving credit facility are our primary sources of liquidity for the next 12 months. We expect our liquidity to fund capital expenditures, payments of interest and principal on our debt, cash-based restructuring charges and distributions to shareholders that require approval by our Board of Directors. Additionally, we may continue to utilize portions of our excess cash to repurchase certain amounts of our long-term debt prior to maturity depending on market conditions, among other factors.

Cash flows

Our cash flows for the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023 were as follows:

	For the Three Months Ended March 31,
	For the Six Months Ended June 30,
(In millions)	2024			2023
Net cash (used in) provided by operating activities	$	(33	)	$	88
Net cash provided by operating activities	$	61		$	215
Net cash used in investing activities		(58100	)		(60114	)
Net cash used in financing activities		(2652	)		(~~135~~337	)
Effect of exchange rate on cash, cash equivalents and restricted cash		(1	)		15
Net decrease in cash, cash equivalents and restricted cash	$	(~~116~~92	)	$	(~~106~~231	)

Net cash outflows ~~increased~~decreased by $10139 million, or 960%, compared to the prior year period primarily due to a ~~$121 million~~ decrease in cash ~~provided~~used byin ~~operating~~financing activities. ~~Net~~driven ~~cash~~by ~~associated~~$290 ~~with~~million ~~operating~~of ~~activities~~early ~~decreased~~debt ~~primarily~~repayments ~~due~~and torepurchases ~~unfavorable changes~~ in ~~inventory in~~ the ~~current~~prior year period., ~~This was~~ partially offset by alower ~~decrease~~net in cash ~~used~~provided inby ~~financing~~operating activities. ~~driven~~Net cash provided by ~~$110~~operating ~~million~~activities ofdecreased ~~early~~primarily ~~debt~~due ~~repayments~~to unfavorable changes in ~~the~~inventory ~~prior~~and ~~year~~lower ~~period.~~income from operations.

During the ~~three~~six months ended ~~March~~June 3130, 2024, our primary ~~uses~~source of cash ~~were~~was $4161 million of ~~capital~~net ~~expenditures,~~cash ~~$33~~provided ~~million~~by of operating ~~cash outflows and $18 million of dividends paid~~activities. The net cash ~~used~~provided inby operating activities reflects income from operations, partially offset by $35116 million of cash interest payments and $637 million of cash taxes,. ~~partially~~Our ~~offset~~primary byuses ~~income~~of ~~from~~cash ~~operations.~~were $98 million of capital expenditures and $36 million of dividends paid.

During the ~~three~~six months ended ~~March~~June 3130, 2023, our primary source of cash was $88215 million of net cash provided by operating activities. The net cash provided by operating activities reflects income from operations, partially offset by $44135 million of cash interest payments and $731 million of cash taxes. Our primary uses of cash for the same period were $~~110~~290 million of early debt repayments and repurchases, $63116 million of capital expenditures and $1836 million of dividends paid.

Dividends

During each of the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, we paid cash dividends of $1836 million. On ~~April~~July 3029, 2024, our Board of Directors declared a dividend of $0.10 per share to be paid on ~~June~~September 1413, 2024 to shareholders of record as of ~~May~~August 3130, 2024.

Our Credit Agreement and Notes limit our ability to make dividend payments, subject to specified exceptions. Our Board of Directors must review and approve future dividend payments and will determine whether to declare additional dividends based on our operating performance, expected future cash flows, debt levels, liquidity needs and investment opportunities.

Financing and capital resources

As of ~~March~~June 3130, 2024, we had $3,~~603~~604 million of total principal amount of borrowings. Refer to Note 7, Debt, for additional details. Of our total debt, $1,~~680~~682 million is subject to variable interest rates, representing borrowings drawn under our Credit Agreement. As of ~~March~~June 3130, 2024, $~~680~~682 million of the total $1,~~680~~682 million of variable interest rate indebtedness was not hedged by an interest rate swap, and any additional interest rate swaps into which we enter may not fully mitigate our remaining interest rate risk.

WeDuring the six months ended June 30, 2024, we borrowed $18391 million of our ~~$250 million~~ Revolving Tranche facility and repaid ~~the~~$36 ~~amount~~million plus interest ~~during the first quarter of 2024~~.

~~As of March 31, 2024, the SOFR-based reference rate was 5.44%.~~33

29On May 28, 2024, we further amended the Credit Agreement to replace the existing $990 million outstanding U.S. term loans Tranche B-3 with a new upsized $1,330 million of U.S. term loans Tranche B-4. The U.S. term loans Tranche B-4 will mature on September 24, 2028. The $340 million proceeds from upsizing the U.S. term loans, together with the proceeds of a $350 million draw upon our Revolving Tranche facility, were used to prepay in full the $690 million of existing U.S. term loans Tranche B-2 maturing in February 2026. The U.S. term loans Tranche B-4 have a lower interest rate relative to the U.S. term loans Tranche B-2 and B-3 that they replaced. There were no other material changes to the terms of the Credit Agreement as a result of these amendments.

~~Based~~As ~~on the one-month SOFR as~~ of ~~March~~June 3130, 2024, ~~and including~~ the ~~impact~~SOFR-based ofreference ~~our interest~~ rate ~~swap~~was ~~agreements, our 2024 annual cash interest obligations on our borrowings are expected to be approximately $235 million~~5.34%.

Based on the one-month SOFR as of June 30, 2024, and including the impact of our interest rate swap agreements, our 2024 annual cash interest obligations on our borrowings are expected to be approximately $230 million.

Under the Credit Agreement, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Incremental senior secured indebtedness under the Credit Agreement and senior secured or unsecured notes in lieu thereof are permitted to be incurred up to an aggregate principal amount of $750 million subject to pro forma compliance with the Credit Agreement’s total secured leverage ratio covenant. In addition, we may incur senior secured indebtedness in an unlimited amount as long as our total secured leverage ratio does not exceed 4.50 to 1.00 on a pro forma basis, and (in the case of incremental senior secured indebtedness under the Credit Agreement only) we are in pro forma compliance with the Credit Agreement’s total secured leverage ratio covenant. The incurrence of unsecured indebtedness, including the issuance of senior notes, and unsecured subordinated indebtedness is also permitted (subject to the terms of the Credit Agreement) if the fixed charge coverage ratio is at least 2.00 to 1.00 on a pro forma basis.

Under the respective indentures governing the Notes, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Indebtedness may be incurred under the incurrence tests if the fixed charge coverage ratio is at least 2.00 to 1.00 on a pro forma basis or the consolidated total leverage ratio is no greater than 5.50 to 1.00 and the liens securing first lien secured indebtedness do not exceed a 4.10 to 1.00 consolidated secured first lien leverage ratio.

We are required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% or 0% if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due for the year ended December 31, 2023.

Liquidity and working capital

Our liquidity position is summarized in the table below:

(In millions, except for current ratio)	As ofMarch 31, 2024		As ofDecember 31, 2023
	As of		As of
Cash and cash equivalents(1)	$	71	$	164
(In millions, except for current ratio)	June 30, 2024		December 31, 2023
Availability under revolving credit facility		201		201
Cash and cash equivalents(1)	$	95	$	164
	$	272	$	365
Availability under revolving credit facility		696		201
Working capital(2)		811		793
	$	791	$	365
Working capital(2)		822		793
Current ratio		2.0		2.0

(1)

Excluded $21 million of restricted cash classified as other noncurrent assets as of December 31, 2023.

(2)

Included $4 million ~~and $4 million~~ of assets classified as held for sale as of ~~March 31, 2024 and~~ December 31, 2023~~, respectively~~.

As of ~~March~~June 3130, 2024, we had $7195 million of cash and cash equivalents on-hand. We also had $~~201~~696 million available under our revolving credit facility, net of $49 million utilized in the form of letters of credit under the facility. Our next debt maturity is $217 million of Pactiv Debentures due in December 2025, excluding amortization payments related to our U.S. term loans Tranche B-34 under our Credit Agreement.

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We believe that we have sufficient liquidity to support our ongoing operations in the next 12 months and to invest in future growth to create further value for our shareholders. ~~Our~~The ~~primary~~increased ~~drivers of decreased~~ liquidity for the ~~three~~six months ended ~~March~~June 3130, 2024 ~~were~~was ~~$41~~primarily ~~million~~due ofto ~~capital~~the ~~expenditures~~amendment to our Credit Agreement increasing the availability under our Revolving Tranche facility and $1861 million of ~~dividends~~net ~~paid,~~operating incash ~~addition~~flows. toThese ~~increased~~increases ~~inventory~~were ~~levels~~partially offset by $98 million of capital expenditures and ~~accounts~~$36 ~~receivable~~million of dividends paid. We currently anticipate making cash payments of approximately $~~300~~260 million in the aggregate for capital expenditures during 2024.

During the ~~three~~six months ended ~~March~~June 3130, 2024, our working capital increased $1829 million, or 24%, primarily due to increases in inventory levels ~~and accounts receivable, which were partially offset by cash payments for capital expenditures and dividends~~. Our working capital position provides us the flexibility for further consideration of strategic initiatives, including reinvestment in our business and deleveraging of our balance sheet. As a result, we may continue to utilize portions of our excess cash to repurchase certain amounts of our long-term debt prior to maturity depending on market conditions, among other factors.

Our ability to borrow under our revolving credit facility or to incur additional indebtedness may be limited by the terms of such indebtedness or other indebtedness, including the Credit Agreement and the Notes. The Credit Agreement and the respective indentures governing the Notes generally allow our subsidiaries to transfer funds in the form of cash dividends, loans or advances within the Company.

Other than short-term leases executed in the normal course of business, we have no material off-balance sheet obligations.

Critical Accounting Policies, Estimates and Assumptions

The most critical accounting policies and estimates are those that are most important to the portrayal of our financial condition and results of operations and require us to make the most difficult and subjective judgments, often estimating the outcome of future events that are inherently uncertain. Our significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. Our critical accounting estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023.

Recent Accounting Pronouncements

New accounting standards that we have recently adopted, as well as accounting standards that have been recently issued but not yet adopted by us, is included in Note 1, Nature of Operations and Basis of Presentation.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Except as noted below, there have been no material changes to our market risk during the ~~three~~six months ended ~~March~~June 3130, 2024. For additional information, refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in our Annual Report on Form 10-K for the year ended December 31, 2023.

Foreign Currency Exchange Rate Risk

As a result of our operations in Mexico, we are exposed to foreign currency exchange risk arising from certain transactions and related assets and liabilities denominated in U.S. dollars instead of the Mexican peso.

In accordance with our treasury policy, we take advantage of natural offsets to the extent possible. On a limited basis, we use contracts to hedge foreign currency exchange risk arising from receipts and payments denominated in foreign currencies. We generally do not hedge our exposure to translation gains or losses in respect of our non-U.S. dollar functional currency assets or liabilities. Additionally, when considered appropriate, we may enter into forward exchange contracts to hedge foreign currency exchange risk arising from specific transactions. As of ~~March~~June 3130, 2024, we had contracts with U.S. dollar equivalent notional amounts of $3416 million to exchange the Mexican peso in order to hedge certain U.S. dollar purchases of inventory.

A 10% increase or decrease in the spot rate used to value the forward exchange contracts, applied as of ~~March~~June 3130, 2024, would have resulted in a change of $42 million in the unrealized ~~loss~~gain recognized in the condensed consolidated statement of comprehensive income (loss).

Item 4. Controls and Procedures.

a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. In connection with the preparation of this report, management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March~~June 3130, 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~March~~June 3130, 2024, our disclosure controls and procedures were effective.

b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended ~~March~~June 3130, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The information required to be set forth under this heading is incorporated by reference from Note 11, Commitments and Contingencies, to the interim Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2023.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

10b5-1 Trading Arrangements

During the three months ended ~~March~~June 3130, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or any “non-Rule 10b5-1 trading arrangement.”

~~Credit Agreement Amendment~~37

The following disclosure is intended to satisfy the Company’s obligation to provide disclosure pursuant to Item 1.01 and Item 2.03 of Form 8-K:

On May 1, 2024, Pactiv Evergreen Inc., certain of its subsidiaries, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders, Wells Fargo Bank, National Association, as administrative agent for the revolving credit lenders, and the lenders party thereto, entered into the Specified Refinancing Amendment, Incremental Amendment and Administrative Agency Transfer Agreement (Amendment No. 17), dated as of May 1, 2024 (“Amendment No. 17”), to the Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016 (as amended and supplemented from time to time, the “Credit Agreement”).

Amendment No. 17 increases the capacity on the revolving credit facility under the Credit Agreement from $250 million to $1,100 million and extends its maturity date from August 5, 2025 to May 1, 2029. It also amends the applicable interest rate and other pricing terms, including by replacing the facility fee with a lower fee on unutilized capacity. There were no other material changes to the terms of the Credit Agreement as a result of this amendment.

The foregoing summary of Amendment No. 17 is qualified in its entirety by reference to the complete terms and provisions of Amendment No. 17, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 6. Exhibits.

The following exhibits are filed as part of, or are incorporated by reference in, this report:

				Incorporated by Reference
Exhibit	Exhibit Title	Filed Herewith	Furnished Herewith	Form	Exhibit No.	Date Filed
3.1	Amended and Restated Certificate of Incorporation of the Registrant and Certificate of Amendment thereto.	X		~~8-K~~	~~3.1~~	~~Sept. 21, 2020~~
3.2	Amended and Restated Bylaws of the Registrant.			8-K	3.2	Sept. 21, 2020
10.1	Specified Refinancing Amendment, Incremental Amendment and Administrative Agency Transfer ~~Agrement~~Agreement (Amendment No. 17), dated as of May 1, 2024, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors from time to time party thereto, the lenders from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders, and Wells Fargo Bank, National Association, as administrative agent for the revolving credit lenders.	X		10-Q	10.1	May 3, 2024
10.2	~~Fourth~~Specified ~~Amended~~Refinancing Amendment and ~~Restated~~Administrative ~~Credit~~Agency Transfer Agreement, ~~dated as of August 5, 2016, as conformed to reflect amendments through~~ (Amendment No. 1718), dated as of May 128, 2024, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors from time to time party thereto, the lenders from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, as ~~administrative~~term ~~agent~~loan ~~for~~facility ~~the~~administrative ~~lenders~~agent, and Wells Fargo Bank, National Association, as ~~administrative agent for the~~ revolving credit ~~lenders~~facility administrative agent.	X		8-K	10.1	May 29, 2024
10.3	Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016, as conformed to reflect amendments through Amendment No. 18, dated May 28, 2024, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.			8-K	10.2	May 29, 2024
10.4*	Amended and Restated Equity Incentive Plan of Pactiv Evergreen Inc., dated as of June 5, 2024.			8-K	10.1	June 7, 2024
10.5**	Warehousing and Freight Services Agreement, dated as of November 1, 2019, between Reynolds Consumer Products LLC and Pactiv LLC, and Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto.	X
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act ~~of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~	X
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		X
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		X
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

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104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


	of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

35* Indicates a management contract or compensatory plan.

** Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are not material and are of the type that the registrant treats as private or confidential. The registrant agrees to furnish an unredacted copy of this exhibit and the registrant’s materiality and privacy or confidentiality analyses on a supplemental basis to the SEC or its staff upon request.

SIGNATURES

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.

			PACTIV EVERGREEN INC.
			(Registrant)
	By:		/s/ Jonathan H. Baksht
			Jonathan H. Baksht
			Chief Financial Officer (principal financial officer and principal accounting officer)
			May 2, 2024
			July 31, 2024

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Filing Compare · Pactiv Evergreen Inc.