UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

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

 For the fiscal year ended September 28, 2024

 OR

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

 Commission file number: 000-56679

 TREASURE HOLDCO, INC.

 (Exact Name of Registrant as Specified in Its Charter)

 (succeeded by Treasure Merger Sub II, LLC)

 A Delaware Corporation

 99-0807091

 101 Oakley Street Evansville, Indiana, 47710

 ( 812) 424-2904

 Securities registered pursuant to Section 12(b) of the Act: None

 Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted
 pursuant to Rule 405 of Regulations S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes

 No

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

 Large Accelerated Filer

 Accelerated filer

 Non-accelerated filer

 Small 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 had filed a report on and attestation to its management's assessment of the effectiveness of
 its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
 included in the filing reflect the correction of an error to previously issued financial statements. false

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
 compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 There are no shares of common
 stock of Treasure Holdco, Inc. outstanding as of the date of this filing. All of the limited liability company interests of Treasure Merger Sub,
 II, the successor by merger to Treasure Holdco, Inc., are held by Magnera Corporation.

 REDUCED DISCLOSURE FORMAT

 As of the date of this filing, the Registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and therefore is filing this
 Form 10-K with the reduced disclosure format contemplated by General Instruction (I)(2).

 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

 Information included in or incorporated by reference in this report and other
 registrant's filings with the U.S. Securities and Exchange Commission (the "SEC") contain or may contain forward-looking statements. This report includes "forward-looking" statements with respect to our financial condition, results of
 operations and business and our expectations or beliefs concerning future events. These statements contain words such as "believes," "expects," "may," "will," "should," "would," "could," "seeks," "approximately," "intends," "plans," "estimates,"
 "project," "outlook," "anticipates," or "looking forward" or similar expressions that relate to our strategy, plans, intentions, or expectations. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures,
 cash flows, growth rates, and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning
 our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we
 expected. All forward-looking statements are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise
 required by law.

 Additionally, we caution readers that the list of important factors discussed in the section titled "Risk Factors" may not contain all of the material factors
 that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. Accordingly, readers should not place undue reliance on those
 statements.

 FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 2024

 Page

 Item 1.

 BUSINESS

 Item 1A.

 RISK FACTORS

 Item 1B.

 UNRESOLVED STAFF
 COMMENTS

 Item 1C.

 CYBERSECURITY

 Item 2.

 PROPERTIES

 Item 3.

 LEGAL PROCEEDINGS

 Item 4.

 MINE SAFETY
 DISCLOSURES

 Item 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY,
 RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 Item 6.

 RESERVED

 Item 7.

 MANAGEMENT'S DISCUSSION AND
 ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Item 7A.

 QUANTITATIVE AND QUALITATIVE
 DISCLOSURES ABOUT MARKET RISK

 Item 8.

 FINANCIAL STATEMENTS AND
 SUPPLEMENTARY DATA

 Report of Independent Registered Public Accounting Firm
 (PCAOB ID 42)

 Combined Statements of Operations and Comprehensive
 Income (Loss) for fiscal 2024, 2023 and 2022

 Combined Balance Sheets as of fiscal 2024 and 2023

 Combined Statements of Cash Flows for fiscal 2024, 2023 and
 2022

 Combined Statements of Changes in Parent Invested
 Equity for fiscal 2024, 2023 and 2022

 Notes to Combined Financial Statements

 Item 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
 ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Item 9A.

 CONTROLS AND PROCEDURES

 Item 9B.

 OTHER INFORMATION

 Item 9C.

 DISCLOSURE REGARDING FOREIGN
 JURISDICTIONS THAT PREVENT INSPECTIONS

 Item 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
 GOVERNANCE

 Item 11.

 EXECUTIVE COMPENSATION

 Item 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
 OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Item 13.

 CERTAIN RELATIONSHIPS AND
 RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Item 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Item 15.

 EXHIBITS AND FINANCIAL STATEMENT
 SCHEDULES

 Item 16.

 FORM 10-K SUMMARY

 Item

 1. BUSINESS

 (In millions of dollars, except as otherwise noted)

 Introductory Note

 On November 4, 2024, Treasure Holdco, Inc., which was a wholly owned subsidiary of Berry Global Group, Inc. ("Berry"), Berry, Magnera Corporation, a
 Pennsylvania corporation (formerly known as Glatfelter Corporation, "Magnera"), and certain wholly owned subsidiaries of Magnera, completed the previously disclosed spinoff and merger transactions contemplated by that certain RMT Transaction Agreement,
 dated as of February 6, 2024, by and among Berry, Magnera, Treasure Holdco, Inc. and certain wholly owned subsidiaries of Magnera (the "RMT Transaction Agreement") and certain other agreements in connection with the transactions contemplated by the RMT
 Transaction Agreement (the "Transactions"). As a result of a series of mergers in connection with the Transactions, the separate corporate existence of Treasure Holdco, Inc. ceased and Treasure Merger Sub II, LLC became its successor by merger. Unless
 otherwise indicated or the context otherwise requires, the "registrant" and the "Company" refer to Treasure Holdco, Inc. prior to the Transactions and Treasure Merger Sub II, LLC following the Transactions. Unless otherwise provided or the context
 otherwise requires, the information provided herein is provided as of the Company's fiscal year end on September 28, 2024 and accordingly does not give effect to the Transactions.

 General

 The Company is a leading global supplier of a broad range of innovative non-woven and related products that service global markets. We sell our products
 predominantly into stable, consumer-oriented end markets, such as healthcare, personal care, and infection prevention. Our customers consist of a mix of leading global, national, and mid-sized regional businesses. For the fiscal year ended September 28, 2024 ("fiscal 2024"), our top
 customer represented approximately 12% of net sales and our top ten customers represented approximately 43% of net sales. We believe our manufacturing processes, manufacturing footprint, and ability to leverage our scale to reduce costs, position us
 as a low-cost manufacturer relative to our competitors.

 Additional financial information about our segments is provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and
 the "Notes to Combined Financial Statements," which are included elsewhere in this report.

 Segment Overview

 The Company's operations are organized into two reporting segments: Americas and Rest of World. The structure is designed to align us with our customers,
 optimize costs, provide quality service, and drive future growth.

 The Americas segment is the Company's largest segment, accounting for 68% of consolidated net sales. Our Americas operations consist of 17 manufacturing
 facilities - 9 in the United States, 3 in Brazil, 2 in Mexico and 1 each in Canada, Columbia, and Argentina. The segment primarily manufactures a wide range of products and components of personal care and consumer solution products and components of
 products including medical garments, wipes, dryer sheets, face masks, filtration, baby diapers and adult incontinence.

 The Rest of World segment represents 32% of our consolidated net sales. Our Rest of World operations consist of 13 manufacturing facilities - 3 in Germany, 3 in
 France, 2 in United Kingdom, 2 in China, and 1 each in Spain, Italy, and Netherlands. This segment primarily manufactures a broad collection of personal care and consumer solution products and components of products including medical garments, wipes,
 face masks, corrosion protection, cable wrap, filtration, baby diapers and adult incontinence.

 Marketing, Sales, and Competition

 We reach our customer base through a direct sales force of dedicated professionals. Our scale enables us to dedicate certain sales and marketing efforts to
 particular customers, when applicable, which enables us to develop expertise that we believe is valued by our customers.

 The major markets in which the Company sells its products are highly competitive. Areas of competition include service, innovation, quality, and price. This
 competition is significant as to both the size and the number of competing firms. Competitors include but are not limited to Ahlstrom, Avgol, Freudenberg, and Fitesa.

 Raw Materials

 Our primary raw material is polymer resin. In addition, we use other materials such as fiber, paper and packaging materials in various manufacturing
 processes. While temporary industry-wide shortages of raw materials have occurred, we have historically been able to manage the supply chain disruption by working closely with our suppliers and customers. Changes in the price of raw materials are
 generally passed on to customers through contractual price mechanisms over time, during contract renewals and other means.

 Patents, Trademarks and Other Intellectual Property

 We customarily seek patent and trademark protection for our products and brands while seeking to protect our proprietary know-how. While important to our
 business in the aggregate, sales of any one individually patented product is not considered material to any specific segment or our consolidated results.

 Environmental and Sustainability

 Sustainability is comprehensively embedded across our business, from how we run our manufacturing operations more efficiently to the investments we are making
 in sustainable solutions. With our global scale, deep industry experience, and strong capabilities, we are uniquely positioned to assist our customers in the design and
 development of sustainable solutions.

 We also work globally on continuous improvement of employee safety, energy usage, water efficiency, waste reduction, recycling and reducing our Green house
 Gas (GHG) emissions. Our teams focus on improving the circularity and reducing the carbon footprint of our products. We anticipate higher demand for products with lower emissions intensity where polymer resin based products are inherently well
 positioned since they typically have lower GHG emissions per functional unit compared to heavier alternatives. Additionally, there is also significant work being done on the use of recycled and bio-based content, which typically has lower associated
 GHG emissions compared to other virgin materials.

 Human Capital and Employees

 Health and Safety

 Safe ty for our approximately 6,000 employees is our number one core value. We
 believe when it comes to employee safety, our best should always be our standard. It is through the adherence to our global Environment, Health, and Safety principles we have been able to identify and mitigate operational risks and drive continuous
 improvement.

 Talent and Development

 We seek to attract, develop and retain talent throughout the company. Our succession management strategy focuses on a structured succession framework and
 multiple years of performance. Our holistic approach to developing key managers and identifying future leaders includes challenging assignments, formal development plans and professional coaching.

 Employee Engagement

 We seek to ensure that our employees are motivated to perform every day. To further that objective, our engagement approach focuses on clear communication and
 recognition. We communicate through regular employee meetings with business and market updates and information on production, safety, quality and other operating metrics. We have many recognition-oriented awards and conduct company-wide engagement
 surveys which have generally indicated high levels of engagement and trust in leadership.

 Inclusion

 We strive to build a safe and inclusive culture where employees feel valued and treated with respect. We believe inclusion helps drive engagement, innovation
 and organizational growth. Our focus to date has been on providing training for our global workforce and increasing awareness about the importance of having a culture of inclusion.

 Ethics

 Our employees are expected to act with integrity and we maintain a Global Code of Business Ethics which is attested by every employee and provides the
 Company's framework for ethical business.

 Item 1A.
 RISK FACTORS

 Operational Risks

 Global economic conditions, including inflation and supply chain disruptions, may negatively impact our business operations and financial
 results.

 Challenging current and future global economic conditions, including inflation and supply chain disruptions may negatively impact our business operations and
 financial results. Recent regional and global conflicts have increased volatility in world economies. Current global economic challenges,
 including relatively high inflation and supply chain constraints may continue to put pressure on our business.

 When challenging economic conditions exist, our customers may delay, decrease or cancel purchases from us, and may also delay payment or fail to pay us
 altogether. Suppliers may have difficulty filling our orders and distributors may have difficulty getting our products to customers, which may affect our ability to meet customer demands, and result in a loss of business. Weakened global economic
 conditions may also result in unfavorable changes in our product prices, product mix and profit margins. Although we take measures to mitigate the impact of inflation, including through pricing actions and productivity programs, if these actions are
 not effective our cash flow, financial condition, and results of operations could be adversely impacted. In addition, there could be a time lag between recognizing the benefit of our mitigating actions and when the inflation occurs and there is no
 assurance that our mitigating measures will be able to fully mitigate the impact of inflation.

 Political volatility may also contribute to the general economic conditions and
 regulatory uncertainty in regions in which we operate. Future unrest and changing policies could result in an adverse impact to our financial condition. Political developments can also disrupt the markets we serve and the tax jurisdictions in which
 we operate and may affect our busin ess, financial condition and results of operations.

 Raw material inflation or shortage of available materials could harm our financial condition and results of operations.

 Raw materials are subject to price fluct uations and availability, due to external
 factors, such as recent regional and global conflict, weather-related events, or other supply chain challenges, which are beyond our control. Temporary industry-wide shortages of raw materials have occurred in the past, which can lead to increased
 raw material price volatility. Additionally, our suppliers could experience cost increases to produce raw material due to increases in carbon pricing. Historically we have been able to manage the impact of higher costs by increasing our selling
 prices. We have generally been well positioned to capture additional market share as our primarily raw material, polymer resin, is typically a lower cost and more versatile substrate compared to alternatives. However, raw material shortages or our
 inability to timely pass-through increased costs to our customers may adversely affect our busin ess, financial condition and results of operations.

 Weather related events could negatively impact our results of operations.

 Weather related events could adversely impact our business and the business of our customers, suppliers, and partners. Such events may have a physical impact
 on our facilities, inventory, suppliers, and equipment and any unplanned downtime at any of our facilities could result in unabsorbed costs that could negatively impact our results of operations for the period in which it experienced the downtime.
 Longer-term climate change patterns could alter future customer demand, impact supply chains and increase operating costs. However, any such changes are uncertain and we cannot predict the net impact from such events.

 We may not be able to compete successfully and our customers may not continue to purchase our products.

 We compete with multiple companies in each of our product lines on the basis of a number of considerations, including price, service, quality, product
 characteristics and the ability to supply products to customers in a timely manner. Additionally, consumer views on environmental considerations could potentially impact demand for our products that utilize fossil fuel based materials in their
 manufacturing. Our competitors may have financial and other resources that are substantially greater than ours and may be better able than us to withstand higher costs. Competition and product preference changes could result in our products losing
 market share or our having to reduce our prices, either of which could have a material adverse effect on our business, financial condition and results of operations. In addition, since we do not have long-term arrangements with many of our customers,
 these competitive factors could cause our customers to shift suppliers quickly.

 We may pursue and execute acquisitions or divestitures, which could adversely affect our business.

 As part of our growth strategy, we consider transactions that either complement or expand our existing business and create economic value. Transactions involve
 special risks, including the potential assumption of unanticipated liabilities and contingencies as well as difficulties in integrating acquired businesses or carving-out divested businesses, which may result in substantial costs, delays or other
 problems that could adversely affect our business, financial condition and results of operations. Furthermore, we may not realize all of the synergies we expect to achieve from our current strategic initiatives due to a variety of risks. If we are
 unable to achieve the benefits that we expect to achieve from our strategic initiatives, it could adversely affect our business, financial condition and results of operations.

 In the event of a catastrophic loss of one of our key manufacturing facilities, our business would be adversely affected.

 While we maintain insurance covering our facilities, including business interruption insurance, a catastrophic loss of the use of all or a portion of one of our
 key manufacturing facilities due to accident, labor issues, weather conditions, natural disaster, pandemic or otherwise, whether short or long-term, could result in future losses.

 Employee retention or labor cost inflation could disrupt our business.

 Our relations with employees under collective bargaining agreements remain satisfactory and there have been no significant work stoppages or other labor
 disputes during the past four years. However, we may not be able to maintain constructive relationships with labor unions or trade councils and may not be able to successfully negotiate new collective bargaining agreements on satisfactory terms in
 the future.

 Labor is subject to cost inflation, availability and workforce participation rates, all of which could be impacted by factors beyond our control. As a
 result, there can be no assurance we will be able to recruit, train, assimilate, motivate and retain employees in the future. The loss of a substantial number of these employees or a prolonged labor dispute could disrupt our business and result in
 future losses.

 We depend on information technology systems and infrastructure to operate our business, and increased cybersecurity threats, system
 inadequacies, and failures could disrupt our operations, compromise customer, employee, vendor and other data which could negatively affect our business.

 We rely on the efficient and uninterrupted operation of information technology systems and networks. These systems and networks are vulnerable to increased
 threats and more sophisticated computer crime, energy interruptions, telecommunications failures, breakdowns, natural disasters, terrorism, war, computer malware or other malicious intrusions.

 We also maintain and have access to data and information that is subject to privacy and security laws, regulations, and customer controls. Despite our efforts
 to protect such information, breaches, misplaced or lost data and programming damages could result in a negative impact on the business. While we have not had material system interruptions historically associated with these risks, there can be no
 assurance from future interruptions that could result in future losses.

 Financial and Legal Risks

 Goodwill and other intangibles represent a significant amount of our net worth, and a future write-off could result in lower reported net
 income and a reduction of our net worth.

 We have a substantial amount of goodwill. Future changes in market multiples, cost of capital, expected cash flows, or other external factors, may adversely
 affect our business and cause our goodwill to be impaired, resulting in a non-cash charge against results of operations to write off goodwill or indefinite lived intangible assets for the amount of impairment. For example, in fiscal 2024 as a result of
 sustained lower market valuation multiples and lower operating performance as a result of continued market softness, we recorded a $171 million non-cash goodwill impairment in our Rest of World segment (see Note 1). If a future write-off is required,
 the charge could result in significant losses.

 Our international operations pose risks to our business that may not be present with our domestic operations.

 We are subject to foreign exchange rate risk, both transactional and translational, which may negatively affect our financial performance. Exchange rates between transactional currencies may change rapidly due to a variety of factors. Translational foreign exchange exposures result from exchange rate
 fluctuations in the conversion of entity functional currencies to U.S. dollars, our reporting currency, and may affect the reported value of our assets and liabilities and our income and expenses. In particular, our translational exposure may be
 impacted by movements in the exchange rate of the euro or the Brazilian real against the U.S. dollar.

 Foreign operations are also subject to certain risks that are unique to doing business in foreign countries including shipping delays and supply chain
 challenges, disruption of energy, changes in applicable laws, including assessments of income and non-income related taxes, reduced protection of intellectual property, inability to readily repatriate cash to the U.S. effectively, and regulatory
 policies and various trade restrictions including potential changes to export taxes or countervailing and anti-dumping duties for exported products from these countries. Any of these risks could disrupt our business and result in significant losses. We
 are also subject to the Foreign Corrupt Practices Act and other anti-bribery and anti-corruption laws that generally bar bribes or unreasonable gifts to foreign governments or officials. We have implemented safeguards, training and policies to
 discourage these practices by our employees and agents. However, our existing safeguards, training and policies to assure compliance and any future improvements may prove to be less than effective and our employees or agents may engage in conduct for
 which we might be held responsible. If employees violate our policies, we may be subject to regulatory sanctions. Violations of these laws or regulations could result in sanctions including fines, debarment from export privileges and penalties and
 could adversely affect our business, financial condition and results of operations.

 Current and future environmental and other governmental requirements could adversely affect our financial condition and our ability to
 conduct our business.

 While we have not been required historically to make significant capital expenditures in order to comply with applicable environmental laws and regulations,
 we cannot predict our future capital expenditure requirements because of continually changing compliance standards and environmental technology. Furthermore, violations or contaminated sites that we do not know about (including contamination caused
 by prior owners and operators of such sites or newly discovered information) could result in additional compliance or remediation costs or other liabilities.

 In addition, federal, state, local, and foreign governments could enact laws or regulations concerning environmental matters, such as GHG emissions, that
 increase the cost of producing, or otherwise adversely affect the demand for, packaging products. Additionally, several governmental bodies in jurisdictions where we
 operate have introduced, or are contemplating introducing, regulatory change to address the potential impacts of climate change and global warming, which may have adverse impacts on our operations or financial results. We believe that any
 such laws promulgated to date have not had a material adverse effect on us, as we have historically been able to manage the impact of higher costs by increasing our selling prices. However, there can be no assurance that future legislation or
 regulation would not have a material adverse effect on us.

 Changes in tax laws or changes in our geographic mix of earnings could have a material impact on our financial condition and results of
 operation.

 We are subject to income and other taxes in the many jurisdictions in which we operate. Tax laws and regulations are complex and the determination of our global
 provision for income taxes and current and deferred tax assets and liabilities requires judgment and estimation. We are subject to routine examinations of our income tax returns, and tax authorities may disagree with our tax positions and assess
 additional tax. Our future income taxes could also be negatively impacted by our mix of earnings in the jurisdictions in which we operate being different than anticipated given differences in statutory tax rates in the countries in which we operate. In
 addition, tax policy efforts to raise global corporate tax rates could adversely impact our tax rate and subsequent tax expense.

 We may not be successful in protecting our intellectual property rights, including our unpatented proprietary know-how and trade secrets, or
 in avoiding claims that we infringed on the intellectual property rights of others.

 In addition to relying on patent and trademark rights, we rely on unpatented proprietary know-how and trade secrets, and employ various methods, including
 confidentiality agreements with employees and consultants, customers and suppliers to protect our know-how and trade secrets. However, these methods and our patents and trademarks may not afford complete protection and there can be no assurance that
 others will not independently develop the know-how and trade secrets or develop better production methods than us. Further, we may not be able to deter current and former employees, contractors and other parties from breaching agreements and
 misappropriating proprietary information and it is possible that third parties may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. Furthermore,
 no assurance can be given that we will not be subject to claims asserting the infringement of the intellectual property rights of third parties seeking damages, the payment of royalties or licensing fees and/or injunctions against the sale of our
 products. Any such litigation could be protracted and costly and could result in significant losses.

 We may be subject to litigation and regulatory investigations and proceedings, including product liability claims, that could adversely
 affect our business operations and financial performance.

 In the ordinary course of our business, we are involved in legal proceedings, including product liability claims, which may lead to financial or reputational
 damages. See Note 5. Commitments, Leases and Contingencies. We may also be subject to inquiries, inspections, investigations, and proceedings by relevant regulatory and other governmental agencies. Given our global footprint, we are exposed to more
 uncertainty regarding the regulatory environment. The timing of the final resolutions to lawsuits, regulatory inquiries, and governmental and other legal proceedings is typically uncertain, and any such proceedings or claims, regardless of merit,
 could be time consuming and expensive to defend and could divert management's attention and resources. The possible outcomes of these proceedings could include adverse judgments, settlements, injunctions, fines, penalties, or other results adverse to
 us that could harm our business, financial condition, results of operations and reputation and result in significant losses. Even if we are successful in defending ourselves against these actions, the costs of such defense may be significant to us.

 Transaction Risk

 The Transactions may not be successful or achieve the anticipated financial and other benefits.

 Carefully consider the risks described in our most recent Registration Statement on Form 10 and subsequent filings made with the Securities and Exchange
 Commission, including those under the heading "Risk Factors" and other information contained in this report. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows and results of
 operations.

 Item 1B.
 UNRESOLVED STAFF COMMENTS

 None.

 Item 1C. CYBERSECURITY

 Governance

 During fiscal 2024, the Audit Committee received regular briefings regarding cybersecurity matters from the Chief Information Officer, who has primary
 management oversight of cybersecurity matters. The topics reported by the Chief Information Officer include updates on cybersecurity threats, the status of projects to strengthen our information security systems, assessments of the cybersecurity
 program, and the emerging threat landscape, as well as the results of any third-party and internal assessments conducted. Through the completion of the Transactions, the topics reported included matters relating to the operation of the Company's
 business as appropriate.

 Risk Management and Strategy

 Risk Assessment

 Global cybersecurity threats and targeted attacks are an evolving risk to data, infrastructure, and overall operations. These risks were addressed through a
 comprehensive, cross-functional approach that reduced security risks, helped ensure business and stakeholder information is handled securely, and effectively responded to cybersecurity incidents when they occur.

 Cybersecurity Assessments

 Targeted security assessments were conducted and penetration tests throughout the year by internal teams as well as through engagement with third party service
 providers, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.

 Effects and Impacts of Cybersecurity Risks

 As of the date of this report, we have not identified any risks from known cybersecurity threats, including any prior cybersecurity incidents, that have
 materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. For a discussion on the Company's cybersecurity related risks, see the risk factors titled " We depend on information technology systems and infrastructure to operate our business, and increased cybersecurity threats, system inadequacies, and failures
 could disrupt our operations, compromise customer, employee, vendor and other data which could negatively affect our business " and other risk factors contained in Part 1, Item 1A of this Annual Report on Form 10-K.

 Item 2.
 PROPERTIES

 Our primary manufacturing facilities by geographic area were as follows:

 Geographic Region

 Total Facilities

 Leased Facilities

 Item 3.
 LEGAL PROCEEDINGS

 We are party to various legal proceedings involving routine claims which are incidental to our business. Although our legal and financial liability with respect
 to such proceedings cannot be estimated with certainty, we believe that any ultimate liability would not be material to the business, financial condition, results of operations or cash flows. see Note 3. Commitments, Leases and Contingencies.

 Item 4. MINE SAFETY DISCLOSURES

 Not applicable.

 Item

 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our common equity is not listed on any national securities exchange, nor is there any established trading market for our equity or any intention to create a
 public market or list our equity on any securities exchange. As of the date of this annual report, there are no outstanding options or warrants to purchase, or securities convertible into our common equity.

 Item 6. RESERVED

 Item 7.
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The Combined Financial Statements represent the operations of Spinco and have been prepared on a carve-out basis which includes assumptions underlying the
 preparation that management believes are reasonable. However, the Combined Financial Statements included herein may not necessarily reflect the Spinco's results of operations, financial position, and cash flows in the future or what they would have
 been had Spinco been an independent, stand-alone company during the periods presented. As a result, historical financial information is not necessarily indicative of Spinco's future results of operations, financial position or cash flows. The following
 section is qualified in its entirety by the more detailed information in this document, including the Combined Financial Statements and notes thereto.

 Reverse Morris Trust-Type Transaction

 On November 4, 2024, Treasure Holdco, Inc., Berry, Magnera, and certain wholly owned subsidiaries of Magnera, completed the previously disclosed spinoff and
 merger transactions contemplated by the RMT Transaction Agreement and certain other agreements in connection with the Transactions.

 Outlook

 The Company is affected by general economic and industrial growth, raw material availability, cost inflation, supply chain disruptions, and general industrial
 production. Our business has both geographic and end market diversity, which reduces the effect of any one of these factors on our overall performance. Our results are affected by our ability to pass through raw material and other cost changes to our
 customers, improve manufacturing productivity and adapt to volume changes of our customers. Despite global macro-economic challenges in the short-term attributed to continued rising inflation, supply chain disruptions, currency devaluation and general
 market softness, we continue to believe our underlying long-term demand fundamental in all divisions will remain strong as we focus on delivering protective solutions that enhance consumer safety and by providing advantaged products in targeted
 markets.

 Discussion of Results of Operations for Fiscal 2024 Compared to Fiscal 2023

 Business integration expenses consist of restructuring and impairment charges, divestiture related costs, and other business optimization
 costs. Tables present dollars in millions.

 Consolidated Overview

 2024

 2023

 $

 2,187

 $

 2,275

 $

 (88

)

 (4

)%

 Operating income (loss)

 $

 (141

)

 $

 $

 (210

)

 (304

)%

 Net sales: The net sales decline is primarily
 attributed to decreased selling prices of $67 million due to the pass through of lower resin prices and a 1% organic volume decline, partially offset by a $10 million favorable impact from foreign currency. The volume decline is primarily attributed to
 general market softness.

 Operating income (loss): The change is primarily
 attributed to a $171 million goodwill impairment charge, a $30 million unfavorable impact from price cost spread, a $6 million increase in depreciation and amortization expense and a $5 million unfavorable impact from volume declines, partially offset
 by a $7 million decrease in selling, general, administrative and corporate allocations.

 2024

 2023

 $

 1,493

 $

 1,531

 $

 (38

)

 (2

)%

 Operating income

 $

 $

 $

 (30

)

 (37

)%

 Net sales: The net sales decline is primarily
 attributed to decreased selling prices of $9 million due to the pass through of lower resin prices and a 2% organic volume decline. The volume decline is primarily attributed to general market softness.

 Operating income (loss): The operating income decrease
 is primarily attributed to a $20 million unfavorable impact from price cost spread, a $5 million unfavorable impact from the volume declines and an increase in depreciation and amortization expense.

 2024

 2023

 $

 $

 $

 (50

)

 (7

)%

 Operating income (loss)

 $

 (192

)

 $

 (12

)

 $

 (180

)

 1,500

 %

 Net sales: The net sales decline is primarily
 attributed to decreased selling prices of $58 million due to the pass through of lower resin prices, partially offset by an $8 million favorable impact from foreign currency.

 Operating income (loss): The operating loss increase
 is primarily attributed to a $171 million goodwill impairment charge and a $10 million unfavorable impact from price cost spread partially offset by a decrease in selling, general, administrative and corporate allocations.

 Other expense, net

 2024

 2023

 Other expense, net

 $

 (9

)

 $

 (3

)

 $

 (6

)

 %

 The Other expense decrease is primarily attributed to foreign currency changes related to the remeasurement of non-operating intercompany balances.

 Comprehensive income (loss)

 2024

 2023

 Comprehensive income (loss)

 $

 (151

)

 $

 $

 (255

)

 (245

)%

 The decrease is primarily attributed to a $63 million favorable change in currency translation and a $192
 million decrease in net income. Currency translation changes are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar whereby assets and liabilities are translated from the respective functional currency
 into U.S. dollars using period-end exchange rates. The change in currency translation was primarily attributed to locations utilizing the euro, Brazilian real, and Chinese renminbi as their functional currency.

 Liquidity and Capital Resources

 We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct our business, (ii) the geographic
 location of our liquidity needs, and (iii) the cost to access international cash balances.

 Cash Flows from Operating Activities

 Net cash provided by operating activities decreased $65 million from fiscal 2023 to fiscal 2024 primarily attributed to higher working capital levels.

 Cash Flows from Investing Activities

 Net cash used in investing activities decreased $49
 million from fiscal 2023 to fiscal 2024 primarily due to the settlement of short term marketable securities and lower capital investments.

 Cash Flows from Financing Activities

 Net cash used in financing activities improved $101 million from fiscal 2023 to fiscal 2024 primarily attributed to lower net transfers to Parent.

 Free Cash Flow

 We define "free cash flow" as cash flow from operating activities less net additions to property, plant and equipment. Based on our definition, our combined
 free cash flow is summarized as follows:

 Fiscal years ended

 September 28,

 2024

 September 30,

 2023

 October 01,

 2022

 Cash flow from operating activities

 $

 $

 Additions to property, plant and equipment, net

 (68

)

 (88

)

 (104

)

 Free cash flow

 $

 $

 We use free cash flow as a supplemental measure of liquidity as it assists us in assessing our ability to fund growth through generation of cash. Free cash
 flow may be calculated differently by other companies, including other companies in our industry or peer group, limiting its usefulness. Free cash flow is not a generally accepted accounting principles ("GAAP') financial measure and should not be
 considered as an alternative to any other measure determined in accordance with GAAP.

 Liquidity Outlook

 At the end of fiscal 2024, our cash balance was $230 million, all of which was located outside the U.S. We believe our existing and future U.S. based cash and cash flow from U.S. operations will be
 adequate to meet our short-term and long-term liquidity needs. The Company has the ability to repatriate the cash located outside the U.S. to the extent not needed to meet operational and capital needs without significant restrictions. Our unremitted
 foreign earnings were $374 billion at the end of fiscal 2024. The computation of the deferred tax liability associated with unremitted earnings is not practicable.

 Critical Accounting Policies and Estimates

 We disclose those accounting policies that we consider to be significant in determining the amounts to be utilized for communicating our combined financial
 position, results of operations and cash flows in the first note to our combined financial statements included elsewhere herein. Our discussion and analysis of our financial condition and results of operations are based on our combined financial
 statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with these principles requires management to make estimates and assumptions that affect amounts reported in the financial statements
 and accompanying notes. Actual results may differ from these estimates under different assumptions or conditions.

 Goodwill. We complete a quantitative test to evaluate impairment of goodwill in order to determine if the carrying value of any reporting unit exceeded its fair value. This is completed on the first day of the
 fourth fiscal quarter. We utilize a discounted cash flow analysis (income approach) in combination with a comparative company market approach to determine the fair value of each reporting unit. Using the quantitative approach, the Company makes
 various estimates and assumptions in determining the estimated fair value of each reporting unit. Management judgment is involved in estimating these variables, and they include uncertainties since they are forecasting future events.

 Assumptions inherent in the valuation methodologies include estimates of future projected business results, long-term growth rates, and the weighted-average
 cost of capital. Significant assumptions utilized in the impairment analysis included the weighted-average cost of capital, ranging between 10.5% and 11.0%, and terminal growth rate of 2.5% for each reporting unit, see Note 1. Basis of Presentation and
 Summary of Significant Accounting Policies.

 After the completion of the quantitative test we recognized a goodwill impairment of $171 million in the Rest of World segment stemming from sustained lower
 market valuation multiples and lower operating performance as a result of continued market softness. Future declines in our peer company and our market capitalizations and total enterprise value along with lower valuation market multiples or
 significant declines in operating performance could impact future impairment tests or may require a more frequent assessment.

 The Company's fair value and carrying value of our reporting units are as follows:

 Fair Value

 July 1, 2024

 Carrying Value

 July 1, 2024

 Cushion

 July 1, 2024

 $

 1,770

 $

 1,613

 $

 (171

)

 Deferred Taxes and Effective Tax Rates. We estimate the
 effective tax rate ("ETR") and associated liabilities or assets for each of our legal entities in accordance with authoritative guidance. We utilize tax planning to minimize or defer tax liabilities to future periods. In recording ETRs and related
 liabilities and assets, we rely upon estimates, which are based upon our interpretation of U.S. and local tax laws as they apply to our legal entities and our overall tax structure. Audits by local tax jurisdictions, including the U.S. Government,
 could yield different interpretations from our own and cause the Company to owe more taxes than originally recorded. See Note 1. Basis of Presentation and Summary of Significant Accounting Policies and Note 5. Income Taxes.

 Item 7A.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Foreign Currency Risk

 As a global company, we face foreign currency risk exposure from fluctuating currency exchange rates, primarily the U.S. dollar against the euro and Brazilian
 real. Significant fluctuations in currency rates can have a substantial impact, either positive or negative, on our revenue, cost of sales, and operating expenses. Currency translation gains and losses are primarily related to non-U.S. subsidiaries
 with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates and impact our Comprehensive income. A 10% decline in foreign
 currency exchange rates would have had a $3 million favorable impact on fiscal 2024 Net income.

 Item 8.
 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Report of Independent Registered Public Accounting Firm

 To the Management and the Board of Directors of Berry Global Group, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying combined balance sheets of Spinco (the Company) as of September 28, 2024 and September 30, 2023, the related combined statements of operations, comprehensive income (loss), cash flows and changes in parent
 invested equity for each of the three years in the period ended September 28, 2024, and the related notes (collectively referred to as the "combined financial statements"). In our opinion, the combined financial statements present fairly, in all
 material respects, the financial position of the Company at September 28, 2024 and September 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 28, 2024, in conformity with U.S.
 generally accepted accounting principles.

 Basis for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements
 based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
 laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
 about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our
 audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no
 such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
 performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
 significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matter

 The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to
 be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit
 matter does not alter in any way our opinion on the combined financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or
 disclosure to which it relates.

 Valuation of Goodwill

 Description of the Matter

 At September 28, 2024, the Company's goodwill was $624 million. As discussed in Note 1 to the combined financial statements, goodwill is evaluated for
 impairment at least annually at the reporting unit level, or more frequently if events or changes in circumstances indicate the goodwill might be impaired. The Company performed its quantitative goodwill impairment test at July 1, 2024, which
 resulted in a $171 million pre-tax impairment charge.

 Auditing management's annual goodwill impairment test was complex due to the significant estimation uncertainty in determining the fair value of the
 reporting units. In particular, the fair value estimate was sensitive to significant assumptions, such as changes in the weighted average cost of capital, revenue growth rates, EBITDA margin, and the terminal growth rate, which are affected by
 economic and company-specific qualitative factors.

 How We Addressed the Matter in Our Audit

 To test the fair value of the Company's reporting units, we performed audit procedures that included, among others, testing the significant assumptions
 discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to historical results, industry and economic trends, and assumptions used in other estimates. We assessed
 the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. In performing
 our testing, we utilized our valuation specialists to assist us in evaluating the reasonableness of the Company's significant assumptions.

 /s/ Ernst & Young LLP

 We have served as the Company's auditor since 2024.

 Indianapolis, Indiana

 December 23,2024

 Combined Statements of Operations

 Fiscal years ended

 September 28,

 2024

 September 30,

 2023

 October 01,

 2022

 $

 2,187

 $

 2,275

 $

 2,803

 Costs and expenses:

 Cost of goods sold

 1,950

 1,995

 2,425

 Selling, general and administrative

 Amortization of intangibles

 Goodwill and other impairment

 —

 —

 Restructuring and other activities

 Corporate expense allocation

 Operating income (loss)

 ( 141

)

 Other (income) expense

 ( 9

)

 ( 3

)

 Interest expense

 —

 Income (loss) before income taxes

 ( 135

)

 Income tax expense

 Net income (loss)

 $

 ( 154

)

 $

 $

 Combined Statements of Comprehensive Income (Loss)

 Fiscal years ended

 September 28,

 2024

 September 30,

 2023

 October 01,

 2022

 Net income (loss)

 $

 ( 154

)

 $

 $

 Currency translation

 ( 75

)

 ( 75

)

 Comprehensive income (loss)

 $

 ( 151

)

 $

 $

 See notes to combined financial statements.

 Combined Balance Sheets

 September 28, 2024

 September 30, 2023

 Assets

 Current assets:

 Cash and cash equivalents

 $

 $

 Short term investments

 —

 Accounts receivable, net

 Inventories, net

 Prepaid expenses and other current assets

 Total current assets

 Property, plant and equipment, net

 Goodwill and intangible assets, net

 1,069

 Right-of-use assets

 Other assets

 Total assets

 $

 2,807

 $

 3,027

 Liabilities and Parent Invested Equity

 Current liabilities:

 Accounts payable

 $

 $

 Accrued expenses

 Current portion of long-term debt

 —

 Total current liabilities

 Deferred income taxes

 Operating lease liabilities

 Other long-term liabilities

 Total liabilities

 Commitments and Contingencies

 Parent invested equity:

 Parent investment in Spinco

 2,307

 2,561

 Accumulated other comprehensive loss

 ( 168

)

 ( 171

)

 Total parent invested equity

 2,139

 2,390

 Total liabilities and parent invested equity

 $

 2,807

 $

 3,027

 See notes to combined financial statements.

 Combined Statements of Cash Flows

 Fiscal years ended

 September 28,

 2024

 September 30,

 2023

 October 1,

 2022

 Cash Flows from Operating Activities:

 Net income (loss)

 $

 ( 154

)

 $

 $

 Adjustments to reconcile net income (loss) to net cash from operating activities:

 Depreciation

 Amortization of intangibles

 Non-cash interest expense

 Goodwill and other impairment

 —

 —

 Share-based compensation expense

 Deferred income tax

 ( 9

)

 ( 9

)

 ( 7

)

 Other non-cash operating activities, net

 ( 3

)

 ( 10

)

 Changes in operating assets and liabilities:

 Accounts receivable, net

 ( 27

)

 Inventories, net

 ( 16

)

 Prepaid expenses and other assets

 —

 ( 6

)

 Accounts payable and other liabilities

 ( 55

)

 ( 25

)

 Net cash from operating activities

 Cash Flows from Investing Activities:

 Additions to property, plant and equipment, net

 ( 72

)

 ( 88

)

 ( 104

)

 Proceeds from sale of assets

 —

 —

 Other investing activities

 —

 —

 Net cash from investing activities

 ( 39

)

 ( 88

)

 ( 104

)

 Cash Flows from Financing Activities:

 Repayment of long-term borrowings

 ( 2

)

 ( 4

)

 ( 4

)

 Net transfers to Parent

 ( 107

)

 ( 206

)

 ( 212

)

 Net cash from financing activities

 ( 109

)

 ( 210

)

 ( 216

)

 Effect of currency translation on cash

 ( 9

)

 Net change in cash and cash equivalents

 ( 28

)

 ( 5

)

 Cash and cash equivalents at beginning of period

 Cash and cash equivalents at end of period

 $

 See notes to combined financial statements.

 Combined Statements of Changes in Parent Invested Equity

 Parent

 Investment in Spinco

 Accumulated Other

 Comprehensive Loss

 Total

 Balance at October 2, 2021

 $

 2,810

 $

 ( 162

)

 $

 2,648

 Net income

 —

 —

 ( 75

)

 ( 75

)

 Transfers to Parent, net

 ( 205

)

 —

 ( 205

)

 Balance at October 2, 2022

 $

 2,724

 $

 ( 237

)

 $

 2,487

 Net income

 —

 —

 Transfers to Parent, net

 ( 201

)

 —

 ( 201

)

 Balance at September 30, 2023

 $

 2,561

 $

 ( 171

)

 $

 2,390

 Net loss

 ( 154

)

 —

 ( 154

)

 —

 Transfers to Parent, net

 ( 100

)

 —

 ( 100

)

 Balance at September 28, 2024

 $

 2,307

 $

 ( 168

)

 $

 2,139

 See notes to combined financial statements.

 Notes to Combined Financial Statements

 Fiscal years 2024, 2023 and 2022

 (in millions of dollars, except as otherwise noted)

 1. Basis of Presentation and Summary of Significant Accounting Policies

 Berry's Health, Hygiene and Specialties Global Nonwovens and Films business ("Spinco" or the "Company") is a leading global supplier of a broad range of
 innovative non-woven and related products that services global markets. We sell our products predominantly into stable, consumer-oriented end markets, such as healthcare, personal care and infection prevention. Our customers consist of a mix of
 leading global, national, and mid-sized regional businesses. For the fiscal year ended September 28, 2024 ("fiscal 2024"), our top customer represented
 approximately 12 % of net sales and our top ten
 customers represented approximately 43 % of net sales. We believe our manufacturing processes, manufacturing footprint and our ability to
 leverage our scale to reduce costs, positions us as a low-cost manufacturer relative to our competitors.

 Basis of Presentation and Related Party Transactions

 The combined financial statements were prepared on a stand-alone basis derived from the financial statements and accounting records of
 Berry. Combined financial statements reflect the historical results of operations, financial position and cash flows of Spinco as it was historically managed and adjusted to conform with accounting principles generally accepted in the United States of
 America (U.S. GAAP). These combined financial statements are presented as if Spinco had operated on a stand-alone basis for fiscal periods ending September 28,2024 ("fiscal 2024"), September 30, 2023 ("fiscal 2023"), and October 1, 2022 ("fiscal
 2022"). Spinco is primarily comprised of a combination of various subsidiary companies of Berry in certain jurisdictions and separate legal entities.

 Significant intercompany balances with Berry that are outside the transaction perimeter have been eliminated. The assets and liabilities in the combined
 financial statements are wholly owned by Berry. As a result, the combined financial statements included herein may not necessarily be indicative of Spinco's financial position, results of operations, or cash flows had it operated as a stand-alone
 entity during the periods presented, nor are they indicative of the financial position or results of operations going forward. All significant transactions between Spinco and Berry have been included in the combined financial statements and are
 considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the combined statement of cash flows as a financing activity and in the
 combined balance sheets as parent invested equity. In the combined statements of changes in parent invested equity, the Transfers to Parent, net is the net of a variety of intercompany transactions including collection of trade receivables, payment of
 trade payables and accrued liabilities, settlement of charges for various allocated Berry expenses, and payment of taxes on Spinco's behalf.

 The combined financial statements reflect the assets, liabilities and operations of the Spinco business. The Combined Financial Statements also include the
 recognition of certain assets and liabilities that have historically been recorded at the Berry corporate level but which are specifically identifiable or otherwise attributable to Spinco. Spinco utilizes centralized functions of Berry to support its
 operations, particularly in the U.S. Such expenses represent costs related, but not limited to, treasury, legal, accounting, insurance, information technology, human resources, and other services. These costs are included within the Corporate expense
 allocation caption in the Combined Statements of Income. Where it is possible to specifically attribute such expenses to activities of Spinco, these amounts have been charged or credited directly to Spinco without allocation or apportionment.
 Allocation of all other such expenses is based on a reasonable reflection of the utilization of service provided or benefits received by Spinco during the periods presented on a consistent basis, such as earnings metrics and sales. Spinco management
 believes the assumptions underlying the combined financial statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by Spinco during the periods presented.
 However, these shared expenses may not represent the amounts that would have been incurred had Spinco operated autonomously or independently from Berry. Actual costs that would have been incurred if Spinco had been a stand-alone company would depend on
 multiple factors, including organizational structure and strategic decisions in various areas, including information technology and infrastructure. (See Note 6. Corporate Expense Allocation)

 Berry uses a centralized approach to cash management, particularly in the U.S. Accordingly, U.S. cash and cash equivalents are held by Berry at the corporate
 level and were not attributed to Spinco for any of the periods presented. Cash and cash equivalents in the combined financial statements relate to foreign entities. Transfers of cash, both to and from Berry's centralized cash management system, are
 reflected as a component of Parent investment in Spinco on the combined balance sheets and as a financing activity within the accompanying combined statement of cash flows. Intercompany transactions between the Company and Parent have been included in
 these combined financial statements and are forgiven at the time the transaction is recorded. Debt obligations of Berry have not been included in the combined financial statements of Spinco, because Spinco is not a party to the obligation between Berry
 and the debt holders.

 The income tax provision in the combined statements of income has been calculated as if Spinco was operating on a stand-alone basis and filed separate tax
 returns in the jurisdiction in which it operates. Spinco's operations have historically been included in the Berry U.S. federal and state tax returns or non-U.S. jurisdictions tax returns. Berry's global tax model has been developed based on its entire
 portfolio of businesses. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of Spinco's actual tax balances prior to or subsequent to Spinco operating as a stand-alone company.

 Revenue Recognition and Accounts Receivable

 Revenue is recognized when performance obligations are satisfied, in an amount reflecting the consideration to which the Company expects to be
 entitled. We consider the promise to transfer products to be our sole performance obligation. Generally, our revenue is recognized for standard promised goods at the time of shipment, when title and risk of loss pass to the customer. The Company
 disaggregates revenue based on geography. See Note 8 Segment and Geographic Data.

 Accounts receivable are presented net of allowance for credit losses of $ 7 million and $ 6 million at September 28, 2024 and September 30, 2023, respectively. The Company
 records its current expected credit losses based on a variety of factors including historical loss experience and current customer financial condition. The changes to our current expected credit losses, write-off activity, and recoveries were not
 material for any of the periods presented.

 The Parent has entered into various factoring agreements, including customer-based supply chain financing programs, to sell certain
 receivables to third-party financial institutions. Agreements which result in true sales of the transferred receivables, which occur when receivables are transferred without recourse to the Parent, are reflected as a reduction of trade accounts
 receivable, net on the combined balance sheets and the proceeds are included in the cash flows from operating activities in the combined statements of cash flows.

 Research and Development

 Research and development costs are expensed when incurred. The Company incurred research and development expenditures of $ 13 million, $ 15 million, and $ 16 million in fiscal 2024, 2023, and 2022, respectively, which are included in Selling, general and administrative in the combined statements of income.

 Share-Based Compensation

 Spinco employees have historically participated in Berry's stock incentive plans for key employees and directors, primarily in the form of options and
 restricted stock units. Equity-based compensation expense has been either directly reported by or allocated to Spinco based on the awards and terms previously granted to Berry's employees. These costs were primarily included within the Selling, general
 and administrative caption of the Combined Statements of Income. Compensation expense for stock incentive plans is generally based on the grant-date fair value over the appropriate vesting period. The fair value for options granted has been estimated
 at the date of grant using a Black-Scholes model. The fair value of RSU's is based upon the fair value of the shares at the grant date.

 Foreign Currency

 For the non-U.S. subsidiaries that account in a functional currency other than U.S. dollars, assets and liabilities are translated into U.S. dollars using
 period-end exchange rates. Sales and expenses are translated at the average exchange rates in effect during the period. Foreign currency translation gains and losses are included as a component of Accumulated other comprehensive loss within Parent
 Invested Equity in the combined balance sheets. Gains and losses resulting from foreign currency transactions are included in Other (income) expense in the combined statements of income.

 Cash and Cash Equivalents

 All highly liquid investments purchased with a maturity of three months or less from the time of purchase are considered to be cash equivalents.

 Inventories

 Inventories are stated at the lower of cost or net realizable value and are valued using the first-in, first-out method. Management periodically reviews
 inventory balances, using recent and future expected sales to identify slow-moving and/or obsolete items. The cost of spare parts with an expected useful life of less than 5 years is charged to cost of goods sold when purchased. We evaluate our reserve for inventory obsolescence on a quarterly basis and review inventory on-hand to determine future salability. We base our determinations on
 the age of the inventory and the experience of our personnel. We reserve inventory that we deem to be not salable in the quarter in which we make the determination. We believe, based on past history and our policies and procedures, that our net
 inventory is salable. Inventory,
 including reserves of $ 15 million as of both fiscal 2024 and 2023 was:

 Inventories:

 2024

 2023

 Finished goods

 $

 $

 Raw materials

 $

 $

 Property, Plant and Equipment and Long-lived Assets

 Property, plant and equipment are stated at cost. Depreciation is computed primarily by the straight-line method over the estimated
 useful lives of the assets ranging from 15 to 40 years for buildings and improvements, 2 to 20 years for machinery, equipment, and tooling, and over the term of the agreement for capital leases. Leasehold improvements are depreciated over the shorter of the useful life of the improvement or the lease term.
 Repairs and maintenance costs are charged to expense as incurred. Property, plant and equipment as of fiscal 2024 and 2023 was:

 Property, plant and equipment:

 2024

 2023

 Land, buildings and improvements

 $

 $

 Equipment and construction in progress

 1,543

 1,474

 1,919

 1,857

 Less accumulated depreciation

 ( 970

)

 ( 859

)

 $

 $

 Long-lived assets, including property, plant and equipment and definite lived intangible assets are reviewed for impairment in accordance with ASC
 360, "Property, Plant and Equipment," whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset's carrying value to the estimated undiscounted future cash flows
 the asset is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a
 charge to operations. No impairments were recorded in the periods presented.

 Goodwill

 The changes in the carrying amount of goodwill are as follows:

 Total

 Balance as of fiscal 2022

 $

 $

 $

 Foreign currency translation adjustment

 Balance as of fiscal 2023

 $

 $

 $

 Goodwill impairment

 —

 ( 171

)

 ( 171

)

 Foreign currency translation adjustment

 ( 4

)

 Balance as of fiscal 2024

 $

 $

 $

 As part of the carve-out process for fiscal 2024, the Company completed a
 quantitative test to evaluate impairment of goodwill in order to determine if the carrying value of any reporting unit exceeded its fair value. This was completed on the first day of the fourth fiscal quarter of fiscal 2024. The fair value for each
 reporting unit is estimated based on a combination of a comparative company market approach and a discounted cash flow analysis (income approach). Our forecasts included a terminal growth rate of 2.5 %, modest margin expansion attributed to capital investments and normalization of energy inflation, and discount rates ranging from 10.5 % to 11.5 % being applied to the forecasted cash flows. Using the
 quantitative approach, the Company makes various estimates and assumptions in determining the estimated fair value of each reporting unit using a combination of discounted cash flow models and valuations based on earnings multiples for the Company's
 public peer group. Discounted cash flow models are reliant on various assumptions, including projected business results, long-term growth factors and weighted-average cost of capital. Management judgment is involved in estimating these variables, and
 they include uncertainties since they are forecasting future events. As a result of our annual impairment evaluations the Company recognized a goodwill impairment of $ 171 million in the Rest of World segment due to the sustained impact of general market softness, macro-economic conditions and continued lower market valuation multiples. Additionally, future declines in valuation market
 multiples, sustained lower earnings, or macroeconomic challenges could impact future impairment tests.

 Intangible Assets

 Customer

 Relationships

 Trademarks

 Other

 Intangibles

 Total

 Balance as of fiscal 2022 (a)

 $

 $

 $

 $

 Foreign currency translation adjustment

 —

 Amortization expense

 ( 44

)

 —

 ( 7

)

 ( 51

)

 Balance as of fiscal 2023

 $

 $

 $

 $

 Foreign currency translation adjustment

 —

 —

 —

 —

 Amortization expense

 ( 41

)

 —

 ( 7

)

 ( 48

)

 Impairment

 —

 —

 ( 1

)

 ( 1

)

 Balance as of fiscal 2024

 $

 $

 $

 $

 (a)

 Net of Amortization of: $ 354 million Customer relationships, $ 3 million Trademarks, $ 41 million Other Intangibles

 Customer relationships are being amortized using an accelerated amortization method which corresponds with the customer attrition rates used in the initial
 valuation of the intangibles over the estimated life of the relationships which range from 10 to 15 years. The Company has trademarks that total $ 26 million that are
 indefinite lived and we test annually for impairment on the first day of the fourth quarter. Definite lived trademarks are being amortized using the straight-line method over the estimated life of the assets which are not more than 15 years. Other intangibles, which include technology and licenses, are being amortized using the straight-line method over the estimated life of the
 assets which range from 8 to 20
 years. We completed the annual impairment test of our indefinite lived trademarks utilizing the qualitative method in 2024, 2023 and 2022 and
 noted no impairment.

 Future amortization expense for definite lived intangibles as of fiscal 2024 for the next five fiscal years is $ 45 million, $ 40 million, $ 38 million, $ 29 million, and $ 23 million each year for fiscal years ending 2025, 2026,
 2027, 2028, and 2029, respectively.

 Leases

 The Company leases certain manufacturing facilities, warehouses, office space, manufacturing equipment, office equipment, and automobiles. We recognize
 right-of-use assets and lease liabilities for leases with original lease terms greater than one year based on the present value of lease payments over the lease term using our incremental borrowing rate on a collateralized basis. Short-term leases,
 with original lease terms of less than one year, are not recognized on the combined balance sheet. We are party to certain leases, namely for manufacturing facilities, which offer renewal options to extend the original lease term. Renewal options are
 included in the right-of-use asset and lease liability based on our assessment of the probability that the options will be exercised. See note 3. Commitments, Leases and Contingencies.

 At September 28, 2024, annual lease commitments were as follows:

 Operating Leases

 Finance Leases

 2025

 $

 $

 —

 2026

 —

 2027

 —

 2028

 —

 2029

 —

 Thereafter

 —

 Total lease payments

 —

 Less: Interest

 ( 6

)

 —

 Present value of lease liabilities

 $

 $

 —

 Income Taxes

 The Company accounts for income taxes under the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the
 expected future tax consequence of events that have been recognized in the Company's combined financial statements or income tax returns. Income taxes are recognized during the period in which the underlying transactions are recorded. Deferred taxes,
 with the exception of non-deductible goodwill, are provided for temporary differences between amounts of assets and liabilities as recorded for financial reporting purposes and such amounts as measured by tax laws. If the Company determines that a
 deferred tax asset arising from temporary differences is not likely to be utilized, the Company will establish a valuation allowance against that asset to record it at its expected realizable value. The Company recognizes uncertain tax positions when
 it is more likely than not that the tax position will be sustained upon examination by relevant taxing authorities, based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that is greater than
 50% likely of being realized upon ultimate settlement. The Company's effective tax rate is dependent on many factors including: the impact of enacted tax laws in jurisdictions in which the Company operates; the amount of earnings by jurisdiction, due
 to varying tax rates in each country; and the Company's ability to utilize foreign tax credits related to foreign taxes paid on foreign earnings that will be remitted to the U.S.

 Spinco income taxes as presented are calculated on a separate return basis, although Spinco's operations have historically been included in Berry's U.S. federal
 and state tax returns or non-U.S. jurisdictions tax returns. As Spinco has operations in many jurisdictions are unincorporated commercial units of Berry and its subsidiaries, stand-alone tax returns have not been filed for the operations in these
 jurisdictions. Accordingly, Spinco's tax results as presented are not necessarily reflective of the results that Spinco would have generated on a stand-alone basis. Spinco's combined balance sheets reflect assumptions regarding the expected manner of
 the spin-off of the Company that would result in Berry retaining certain tax attributes in a number of jurisdictions. As a result, the tax attributes that Berry would retain in these jurisdictions have been eliminated from the Spinco combined balance
 sheets. The income tax expense of these items has been reflected in the combined statements of income, with a corresponding offset to Parent investment in Spinco. See Note 5. Income Taxes

 Comprehensive Income (Loss)

 Comprehensive income (loss) is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) includes net unrealized gains
 or losses resulting from currency translations of foreign subsidiaries.

 The accumulated balances related to each component of other comprehensive income (loss), before reclassifications
 were as follows:

 Currency

 Translation

 Accumulated Other

 Comprehensive Loss

 Balance as of fiscal 2021

 $

 ( 162

)

 $

 ( 162

)

 ( 75

)

 ( 75

)

 Balance as of fiscal 2022

 $

 ( 237

)

 $

 ( 237

)

 Balance as of fiscal 2023

 $

 ( 171

)

 $

 ( 171

)

 Balance as of fiscal 2024

 $

 ( 168

)

 $

 ( 168

)

 Use of Estimates

 The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make extensive use of
 estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of sales and expenses. Actual results could differ materially from these estimates.
 Changes in estimates are recorded in results of operations in the period that the event or circumstances giving rise to such changes occur.

 Recently Issued Accounting Pronouncements

 In November 2023, the FASB issued ASU No.2023-07 "Segment Reporting (Topic 280): Improvements to Reporting Segment Disclosures." The ASU was issued to improve
 reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss. This guidance is effective
 for fiscal years beginning after December 15,2023, and interim periods within fiscal years beginning after December 15, 2024, with earl adoption permitted, and applied retrospectively to all prior periods presented in the financial statements. The
 Company is currently evaluating the impact of adopting this guidance.

 In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU No.2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures."
 The ASU was issued to improve transparency and disclosure requirements for the rate recognition, income taxes paid and other tax disclosures. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early
 adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this guidance.

 2. Fair Value Measurements

 Non-recurring Fair Value Measurements

 The Company has certain assets that are measured at fair value on a non-recurring basis when impairment indicators are present or when the Company completes an
 acquisition. The Company adjusts certain long-lived assets to fair value only when the carrying values exceed the fair values. The categorization of the framework used to value the assets is considered Level 3, due to the subjective nature of the
 unobservable inputs used to determine the fair value.

 Included in the following tables are the major categories of assets and their current carrying values, along with the impairment loss recognized on the fair value
 measurement for the fiscal years then ended:

 2024

 Level 1

 Level 2

 Level 3

 Total

 Impairment

 Indefinite lived trademarks

 $

 —

 $

 —

 $

 $

 $

 —

 Goodwill

 —

 —

 ( 171

)

 Definite lived intangible assets

 —

 —

 ( 1

)

 Property, plant and equipment

 —

 —

 —

 Total

 $

 —

 $

 —

 $

 1,799

 $

 1,799

 $

 ( 172

)

 2023

 Level 1

 Level 2

 Level 3

 Total

 Impairment

 Indefinite lived trademarks

 $

 —

 $

 —

 $

 $

 $

 —

 Goodwill

 —

 —

 —

 Definite lived intangible assets

 —

 —

 —

 Property, plant and equipment

 —

 —

 —

 Total

 $

 —

 $

 —

 $

 2,067

 $

 2,067

 $

 —

 Recurring Fair Value Measurements

 The Company held short term investments in Argentina which are remeasured at fair value based on level 2 inputs. As of fiscal years ended 2024 and 2023, the
 investment balance was $ 0 and $ 29
 million, respectively.

 At September 28, 2024 and September 30, 2023, the value of the Company's virtual power purchase agreement in Spain was $ 8 million and $ 12 million, respectively, and is recorded in Other
 Assets. Changes in the fair value of the asset are recorded in Cost of goods sold. The categorization of the framework used to value the assets is considered Level 3, based on the use of various unobservable inputs in the forward energy prices, fixed
 contractual price, and the risk-free rate.

 3. Commitments, Leases and Contingencies

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

 Leases

 Supplemental lease information is as follows:

 Leases

 Classification

 2024

 2023

 Operating leases:

 Operating lease right-of-use assets

 Right-of-use asset

 $

 $

 Current operating lease liabilities

 Accrued expenses

 Noncurrent operating lease liabilities

 Operating lease liability

 Finance leases:

 Finance lease right-of-use assets

 Property, plant, and equipment, net

 $

 $

 Current finance lease liabilities

 Current portion of long-term debt

 —

 L ease Type

 Cash Flow Classification

 Lease Expense Category

 2024

 2023

 Operating leases

 Operating cash flows

 Lease cost

 $

 $

 Finance leases

 Operating cash flows

 Interest expense

 —

 —

 Finance leases

 Financing cash flows

 —

 Finance leases

 —

 Amortization of right-of-use assets

 2024

 2023

 Weighted-average remaining lease term - operating leases

 6.5 years

 4 years

 Weighted-average remaining lease term - finance leases

 0 years

 1 years

 Weighted-average discount rate - operating leases

 3.5

 %

 3.1

 %

 Weighted-average discount rate - finance leases

 4.5

 %

 4.5

 %

 Right-of-use assets obtained in exchange for new operating lease liabilities were $ 8 million for fiscal 2024.

 Litigation

 The Company is party to various legal proceedings involving routine claims which are incidental to its business. Although the Company's legal and financial
 liability with respect to such proceedings cannot be estimated with certainty, the Company believes that any ultimate liability would not be material to its combined financial position, results of operations or cash flows.

 Tax Claims

 As part of a previous acquisition, the Company acquired a liability related to certain tax claims treated as a deferred purchase price (the "Deferred
 Consideration"). The Deferred Consideration accretes at a rate of 9.5 % per annum compounded daily, which shall be paid to the selling
 stockholders of the previous acquisition to the extent certain existing and potential tax claims are resolved. At September 28, 2024 and September 30, 2023, the outstanding balance of the Deferred Consideration was $ 53 million and $ 52 million, respectively. If the Company incurs actual
 tax liability with respect to the tax claims, the amount of the Deferred Consideration owed to the selling stockholders will be reduced by the amount of such actual tax liability. The Company will be responsible for any actual tax liability in excess
 of the Deferred Consideration. The Deferred Consideration is reflected on the combined balance sheets in Other long-term liabilities as the settlement of existing and potential claims is expected to be greater than one year.

 4. Accrued Expenses

 The following table sets forth the totals included in Accrued expenses as of fiscal year end.

 2024

 2023

 Employee compensation, payroll, and other

 $

 $

 Accrued taxes

 Operating lease liabilities

 Other

 $

 $

 5. Income Taxes

 The Company is being taxed at the U.S. corporate level as a C-Corporation and has provided U.S. Federal, State and foreign income taxes. Significant components of income tax expense for the
 fiscal years ended are as follows:

 2024

 2023

 2022

 Current

 U.S.

 Federal

 $

 $

 $

 State

 Non-U.S.

 Total current

 Deferred:

 U.S.

 Federal

 ( 4

)

 ( 5

)

 ( 1

)

 State

 ( 1

)

 ( 2

)

 ( 1

)

 Non-U.S.

 ( 4

)

 ( 2

)

 ( 5

)

 Total deferred

 ( 9

)

 ( 9

)

 ( 7

)

 Expense for income taxes

 $

 $

 $

 U.S. income before income taxes was $ 18 million, $ 15 million, and $ 30 million for fiscal 2024, 2023, and 2022, respectively. Non-U.S. income before income taxes was $( 153)
 million, $ 57 million, and $ 122 million
 for fiscal 2024, 2023, and 2022, respectively. The Company paid cash taxes of $ 9
 million, $ 29 million, and $ 52 million
 in fiscal 2024, 2023, and 2022, respectively.

 The reconciliation between U.S. Federal income tax expense at the statutory rate and the Company's expense for income taxes for fiscal years ended are as follows:

 2024

 2023

 2022

 U.S. Federal income tax expense at the statutory rate

 $

 ( 28

)

 $

 $

 Adjustments to reconcile to the income tax provision:

 U.S. state income tax expense

 —

 —

 Federal and state credits

 ( 1

)

 ( 1

)

 ( 1

)

 Share-based compensation

 —

 —

 ( 1

)

 Withholding taxes

 Changes in foreign valuation allowance

 Foreign income taxed in the U.S.

 —

 Rate differences between U.S. and foreign

 —

 Brazil provision to return

 —

 —

 Foreign intercompany write off

 —

 —

 Foreign restructuring benefit

 —

 —

 ( 8

)

 Brazil ICMS rate reduction

 ( 6

)

 ( 2

)

 ( 3

)

 Uncertain tax positions

 ( 5

)

 ( 12

)

 Goodwill impairment

 —

 —

 Other

 Expense for income taxes

 $

 $

 $

 Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred
 income tax liability as of fiscal years ended are as follows:

 2024

 2023

 Deferred tax assets:

 Accrued liabilities and reserves

 $

 $

 Inventories

 Net operating loss carryforward

 Lease liability

 Foreign tax credit carryforward

 Capitalization research and development expenditures

 Other

 —

 Total deferred tax assets

 Valuation allowance

 ( 36

)

 ( 23

)

 Total deferred tax assets, net of valuation allowance

 Deferred tax liabilities:

 Property, plant and equipment

 Intangible assets

 Leased asset

 Other

 Total deferred tax liabilities

 Net deferred tax liability

 $

 ( 21

)

 $

 ( 29

)

 The Company had $ 57 million and $ 54 million of net deferred tax assets recorded in Other assets, and $ 78 million and $ 83 million of net deferred tax liabilities recorded in Deferred income taxes on the Combined
 Balance Sheets as of the fiscal years ended 2024 and 2023, respectively.

 As of September 28, 2024, the Company has recorded
 deferred tax assets related to federal, state, and foreign net operating losses, interest expense, and tax credits. These attributes are spread across multiple jurisdictions and generally have expiration periods beginning in 2024 while a portion
 remains available indefinitely. Each attribute has been assessed for realization and a valuation allowance is recorded against the deferred tax assets to bring the net amount recorded to the amount more likely than not to be realized. The valuation
 allowance against deferred tax assets was $ 36 million and $ 23 million as of the fiscal years ended 2024 and 2023, respectively, related to the foreign and U.S. federal and state operations.

 The Company is permanently reinvested except to the extent the foreign earnings are previously taxed or to the extent that we have sufficient basis in our
 non-U.S. subsidiaries to repatriate earnings on an income tax free basis.

 Uncertain Tax Positions

 The following table summarizes the activity related to our gross unrecognized tax benefits for fiscal years ended:

 2024

 2023

 Beginning unrecognized tax benefits

 $

 $

 Gross increases – tax positions in prior periods

 —

 Gross increases – current period tax positions

 —

 Settlements

 ( 1

)

 —

 Lapse of statute of limitations

 ( 6

)

 —

 Ending unrecognized tax benefits

 $

 $

 As of fiscal year end 2024, the amount of
 unrecognized tax benefit that, if recognized, would affect our effective tax rate was $ 12 million and we had $ 4 million accrued for payment of interest and penalties related to our uncertain tax positions. Our penalties and interest related to uncertain tax
 positions are included in income tax expense.

 As a result of global operations, we file income tax returns in the U.S. federal, various state and local, and foreign jurisdictions and are routinely subject
 to examination by taxing authorities throughout the world. Excluding potential adjustments to net operating losses, the U.S. federal and state income tax returns are no longer subject to income tax assessments for years before 2020. With few
 exceptions, the major foreign jurisdictions are no longer subject to income tax assessments for years before 2017.

 6. Corporate Expense Allocation

 Based on management estimates, $ 21 million, $ 26 million, $ 24 million, of general corporate
 expenses including information technology, accounting, legal, human resources, and other services were allocated to Spinco during the fiscal years ended September 28, 2024, September 30, 2023 and October 1, 2022, respectively. Management estimates corporate costs on a standalone basis would have been approximately $ 17
 million to $ 22 million per year.

 7. Restructuring and Other Activities

 The Company has announced various restructuring plans in the last three fiscal years which included cost savings initiatives, consolidating and rationalizing
 facilities. In all instances, the majority of the operations from rationalized facilities was transferred to other facilities within the respective reportable segment. During fiscal 2022, 2023, and 2024, the Company did no t shut down any facilities with
 significant net sales.

 The table below sets forth the significant components of the restructuring transaction and other activities, including supply chain financings activity charges recognized for the
 fiscal years ended, by reportable segment:

 2024

 2023

 2022

 $

 $

 $

 Consolidated

 $

 $

 $

 The table below sets forth the activity with respect to the restructuring charges and the impact on our accrued restructuring reserves:

 Restructuring

 Employee

 Severance

 and Benefits

 Facility

 Exit Costs

 Non-cash

 Impairment

 Charges

 Other

 Activities

 Total

 Balance as of fiscal 2021

 $

 —

 $

 —

 $

 —

 $

 —

 $

 —

 Charges

 —

 —

 Cash

 ( 1

)

 —

 —

 ( 4

)

 ( 5

)

 Balance as of fiscal 2022

 $

 —

 $

 —

 $

 —

 $

 $

 Charges

 —

 Cash

 ( 10

)

 ( 1

)

 —

 ( 17

)

 ( 28

)

 Balance as of fiscal 2023

 $

 —

 $

 —

 $

 —

 $

 —

 $

 —

 Charges

 Non-cash asset impairment

 —

 —

 ( 3

)

 —

 ( 3

)

 Cash

 ( 5

)

 ( 3

)

 —

 ( 11

)

 ( 19

)

 Balance as of fiscal 2024

 $

 $

 —

 $

 —

 $

 —

 $

 Since 2022, cumulative costs attributed to
 restructuring programs total $ 31 million.

 8. Segment and Geographic Data

 Spinco's operations are organized into two
 reportable segments: Americas and Rest of World. The structure is designed to align us with our customers, provide improved service, and drive future growth in a cost-efficient manner.

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

 2024

 2023

 2022

 $

 1,493

 $

 1,531

 $

 1,909

 Total

 $

 2,187

 $

 2,275

 $

 2,803

 Operating income (loss)

 $

 $

 $

 ( 192

)

 ( 12

)

 Total

 $

 ( 141

)

 $

 $

 Depreciation and amortization

 $

 $

 $

 Total

 $

 $

 $

 2024

 2023

 Total assets:

 $

 2,028

 $

 2,037

 Total assets

 $

 2,807

 $

 3,027

 2024

 2023

 Long-lived assets:

 $

 1,460

 $

 1,617

 Total long-lived assets

 $

 1,921

 $

 2,194

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

 2024

 2023

 2022

 Net sales:

 United States and Canada

 $

 $

 $

 1,190

 Latin America

 Rest of world

 Total net sales

 $

 2,187

 $

 2,275

 $

 2,803

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

 (in percentages)

 2024

 Net sales:

 Personal Care

 %

 Consumer Solutions

 Total Net Sales

 %

 9. Subsequent Events

 On November 4, 2024, Treasure Holdco, Inc. (then a wholly owned subsidiary of Berry), Berry, Magnera, and certain wholly owned subsidiaries of Magnera completed
 the previously disclosed spinoff and merger transactions contemplated by the RMT Transaction Agreement. As part of the Transactions, Treasure Holdco, Inc. entered into a $ 785 million term loan due 2031, an $ 800 million 7.25 % senior secured notes due 2031 and a $ 350 million revolving credit
 facility.

 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 Item 9A. CONTROLS AND PROCEDURES

 This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the
 Company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

 We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that
 information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and
 communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 In connection with the preparation of this Form 10-K, management evaluated the effectiveness of the design and operation of our disclosure controls and
 procedures as of September 28, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of September 28, 2024.

 Item 9B. OTHER INFORMATION

 None.

 Item 9C.
 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 On November 4, 2024, the Registrant (then a wholly owned subsidiary of Berry), Berry, Magnera, and certain wholly owned subsidiaries of
 Magnera, completed the previously disclosed spinoff and merger transactions contemplated by the RMT Transaction Agreement and certain other agreements in connection with the Transactions contemplated by the RMT Transaction Agreement.

 The Registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore providing the reduced
 disclosure in this Part III contemplated by General Instruction (I)(2) of Form 10-K

 As a result of the Transactions and as of the time of the filing of this Annual Report on Form 10-K, the Registrant meets the conditions set
 forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore providing the reduced disclosure in this Part III contemplated by Instruction General Instruction (I)(2).

 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 In reliance on General Instruction (I)(2) of Form 10-K, the Registrant is omitting the information otherwise called for by this Item 10.

 Item 11.
 EXECUTIVE COMPENSATION

 In reliance on General Instruction (I)(2) of Form 10-K, the Registrant is omitting the information otherwise called for by this Item 11.

 Item 12.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 In reliance on General Instruction (I)(2) of Form 10-K, the Registrant is omitting the information otherwise called for by this Item 12.

 Item 13.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 In reliance on General Instruction (I)(2) of Form 10-K, the Registrant is omitting the information otherwise called for by this Item 13.

 Item 14.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The following table sets forth the fees (in millions) incurred by Ernst & Young LLP for fiscal 2024 and 2023, for various categories of professional
 services they performed as our independent registered public accountants.

 Fee type

 2024

 2023

 Audit Fees (1)

 $

 $

 Audit-Related Fees (2)

 -

 -

 Tax Fees (3)

 -

 -

 All Other Fees

 -

 -

 Total Fees

 $

 $

 (1)

 Includes annual financial statement and limited quarterly review services, statutory audits of foreign subsidiaries and providing consents for
 Securities and Exchange Commission filings and other services that are normally provided by the independent registered public accountants in connection with securities offerings.

 (2)

 Includes merger and acquisition due diligence and other attest or accounting services.

 (3)

 Includes domestic and international tax compliance, planning services and tax advice.

 Auditor Pre-Approval Policy

 We comply with pre-approval policies and procedures established by Magnera. Under Magnera's Pre-Approval Policy, the Audit Committee must pre-approve specific
 services, including fee levels, to be performed by the independent registered public accounting firm in a designated category (audit, audit-related, tax services, and all other services). None of the services provided were waived from pre-approval
 requirements pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 Financial Statements

 The financial statements listed under Item 8 are filed as part of this report.

 Financial Statement Schedules

 Schedules have been omitted because they are either not applicable or the required information has been disclosed in the financial statements or notes thereto.

 Exhibits

 Exhibit no.

 Document

 2.1

 RMT
 Transaction Agreement, dated as of February 6, 2024, by and among Glatfelter Corporation, Treasure Merger Sub I, Inc., Treasure Merger Sub II, LLC, Berry Global Group, Inc. and Treasure Holdco, Inc. (incorporated by reference to Exhibit 2.1 to Amendment No. 2 to the Registration Statement on Form 10 filed by the Company on October 21, 2024).

 2.2

 Separation

 and Distribution Agreement, dated as of February 6, 2024, by and among Glatfelter Corporation, Berry Global Group, Inc. and Treasure Holdco, Inc. (incorporated

 by reference to Exhibit 2.2 to Amendment No. 2 to the Registration Statement on Form 10 filed by the Company on October 21, 2024).

 3.1

 Certificate

 of Incorporation of Treasure Holdco, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed by the Company on August 23, 2024).

 3.2

 Bylaws
 of Treasure Holdco, Inc. (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form 10 filed by the Company on August 23, 2024).

 10.1

 Employee
 Matters Agreement, dated as of February 6, 2024, by and among Glatfelter Corporation, Berry Global Group, Inc. and Treasure Holdco, Inc. (incorporated
 by reference to Exhibit 10.1 to Amendment No. 2 to the Registration Statement on Form 10 filed by the Company on October 21, 2024).

 10.2

 Tax
 Matters Agreement, dated as of February 6, 2024, by and among Glatfelter Corporation, Berry Global Group, Inc. and Treasure Holdco, Inc. (incorporated
 by reference to Exhibit 10.2 to Amendment No. 2 to the Registration Statement on Form 10 filed by the Company on October 21, 2024).

 10.3

 Amendment

 to Tax Matters Agreement, dated as of October 21, 2024, by and among Glatfelter Corporation, Berry Global Group, Inc. and Treasure Holdco, Inc. (incorporated by reference to Exhibit 10.3 to Amendment No. 2 to the Registration Statement
 on Form 10 filed by the Company on October 21, 2024).

 10.4

 Transition

 Services Agreement, dated as of November 4, 2024, by and between Berry Global, Inc., and Treasure Merger Sub II, LLC (incorporated by reference to
 Exhibit 10.1 to the Current Report on Form 8-K filed by Magnera Corporation on November 4, 2024).

 10.5

 First
 Amendment to the Employee Matters Agreement, dated as of July 8, 2024, by and among Glatfelter Corporation, Berry Global Group, Inc. and Treasure Holdco, Inc. (incorporated by reference to Exhibit 10.4 to the Registration Statement on
 Form 10 filed by the Company on August 23, 2024).

 10.6

 Second
 Amendment to the Employee Matters Agreement, dated as of September 25, 2024, by and among Glatfelter Corporation, Berry Global Group, Inc. and Treasure Holdco, Inc. (incorporated by reference to Exhibit 10.47 to the Annual Report on
 Form 10-K filed by Berry Global Group, Inc. on November 25, 2024).

 10.7+

 Magnera
 Corporation 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.5 to Amendment No. 2 to the Registration Statement on Form 10 filed by the Company on October 21, 2024).

 31.1 *

 Rule 13a-14(a)/15d-14(a) Certification of
 the Chief Executive Officer.

 31.2 *

 Rule 13a-14(a)/15d-14(a) Certification of
 the Chief Financial Officer.

 32.1 *

 Section 1350 Certification of the Chief
 Executive Officer.

 32.2 *

 Section 1350 Certification of the Chief
 Financial Officer.

 101.INS

 document).

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 +

 Management compensatory plan, contract, or arrangement.

 *

 Filed or furnished, as applicable, with this Annual Report.

 Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar attachments to the RMT Transaction Agreement, the Separation Agreement, the Employee Matters
 Agreement and the First Amendment to the Employee Matters Agreement have been omitted. Treasure Holdco, Inc. hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange
 Commission upon request.

 Item 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Treasure Merger Sub II, LLC, as successor in interest to
 the Registrant by merger, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date: December 23, 2024

 TREASURE MERGER SUB II, LLC

 (as successor in interest to Treasure Holdco, Inc.).

 By:

 /s/ James M. Till

 Name: James M. Till

 Title: Chief Financial Officer (Principal Accounting Officer)

 Pursuant to the requirements of the Securities Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in
 the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Curt L. Begle

 Chief Executive Officer (Principal Executive Officer)

 December 23, 2024

 Curt L. Begle

 /s/ Jill L. Urey

 General Counsel and authorized delegate of Magnera Corporation, the sole member and manager of Registrant

 December 23, 2024

 Jill L. Urey