Magnera Corp
For the period ended Mar 28, 2026. Filed May 7, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 28, 2026 · Filed May 7, 2026
MAGN$12.34+1.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-12-27; filed 2026-02-05.
0000041719-26-000014
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-28; filed 2026-05-07.
0000041719-26-000042
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 38 previous paragraphs and 54 current paragraphs.
22 unchanged; 15 reworded; 13 added; 1 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 4 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
Net sales: The net sales decline included a $57 million decrease in selling prices primarily due to product mix and pass-through of lower raw material costs and a 2% organic volume decline partially offset by favorable foreign currency changes of $48 million. The volume decline was primarily attributed to winter storm disruptions in North America and general market softness in Europe.
Current report
Interest expense, net: The decrease in interest expense, net is primarily the result of changes in interest rates and repayments on long-term borrowings.
Current report
Net sales: The net sales decline included a $42 million decrease in selling prices primarily due to product mix, pass-through of lower raw material costs and a 1% organic volume decline. The volume decline was primarily attributed to winter storm disruptions in North America.
Current report
Adjusted EBITDA: The adjusted EBITDA decline was primarily a result of unfavorable price cost spread of $5 million.
Current report
Net sales: The net sales increase included afavorable foreign currency change of $37 million partially offset by a$15 million decrease in selling prices primarily due to product mix, pass-through of lower raw material costs and a 4% organic volume decline. The volume decline was primarily attributed to general market softness in Europe.
Current report
Adjusted EBITDA: The adjusted EBITDA increase was primarily a result of favorable price cost spread of $7 million as the result of synergy realization and mix improvement and a $2 million favorable benefit from foreign currency changes partially offset by softer volumes.
Current report
Comparison of the Two Quarterly Periods Ended March 28, 2026 (the “YTD”) and the Two Quarterly Periods Ended March 29, 2025 (the “Prior YTD”)
Current report
Consolidated Overview
Current report
Changes in Comprehensive Income
Current report
Segment Overview
Current report
Americas
Current report
Adjusted EBITDA: The adjusted EBITDA decline was primarily as a result of unfavorable price cost spread of $9 million partially offset by contributions from the prior year merger of $5 million.
Removed paragraphs (1)
Previous report
Adjusted EBITDA: The adjusted EBITDA increase included a contribution from the prior year merger of $5 million and improved organic growth in North America partially offset by unfavorable impacts from price cost spread of $4 million.
Reworded paragraphs (15)
Previous wording
We use certain non-GAAP financial measures in our disclosures. Adjusted EBITDA is the primary measure of profit (loss) used by the CODM, our Chief Executive Officer, to evaluate performance and allocate resources among our reportable segments. Adjusted EBITDA is a non-GAAP financial measure and may be calculated differently by other companies, including those in our industry or peer group, which may limit its usefulness for comparative purposes. Adjusted EBITDA should not be considered an alternative to any financial measure determined in accordance with GAAP. See Note 8 to the Consolidated and Combined Financial Statements for the definition of, and additional information regarding, Adjusted EBITDA.
Current wording
We use certain non-GAAP financial measures in our disclosures. Adjusted EBITDA is the primary measure of profit (loss) used by the CODM, our CEO, to evaluate performance and allocate resources among our reportable segments. Adjusted EBITDA is a non-GAAP financial measure and may be calculated differently by other companies, including those in our industry or peer group, which may limit its usefulness for comparative purposes. Adjusted EBITDA should not be considered an alternative to any financial measure determined in accordance with GAAP. See Note 8 to the Consolidated and Combined Financial Statements for the definition of, and additional information regarding, Adjusted EBITDA.
Previous wording
We also use free cash flow metrics as a supplemental measure of liquidity, as they assist us in assessing our ability to fund growth through cash generation. Free cash flow metrics are non-GAAP financial measures and may be calculated differently by other companies, including those in our industry or peer group, which may limit their usefulness for comparative purposes. Free cash flow metrics should not be considered an alternative to any financial measure determined in accordance with GAAP.
Current wording
We also use free cash flow metrics as a supplemental measure of liquidity, as they assist us in assessing our ability to fund growth through cash generation. Free cash flow metrics are non-GAAP financial measures and may be calculated differently by other companies, including those in our industry or peer group, which may limit their usefulness for comparative purposes. Free cash flow metrics should not be considered an alternative to any financial measure determined in accordance with GAAP. See “Liquidity and Capital Resources–Free Cash flow” for the definition and calculation of free cash flow for the quarter ended March 28, 2026.
Previous wording
The $100 million increase in comprehensive income from the Prior Quarter is attributed to a $74 million favorable change in currency translation and a $26 million increase 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 in the Quarter was primarily attributed to locations utilizing the Euro and Brazilian real as their functional currency. As part of its overall risk management, the Company uses derivative instruments to reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in the current quarter is primarily attributed to the change in the forward foreign exchange curves between measurement dates.
Current wording
The $13 million increase in comprehensive income from the Prior Quarter is attributed to a $10 million unfavorable change in currency translation and a $23 million increase 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 in the Quarter was primarily attributed to locations utilizing the Euro and Brazilian real as their functional currency. As part of its overall risk management, the Company uses derivative instruments to reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in the current Quarter is primarily attributed to the change in the forward foreign exchange curves between measurement dates.
Previous wording
Net sales: The net sales increase included revenue from the prior year merger of $112 million and favorable foreign currency changes of $36 million that were partially offset by a $52 million decrease in selling prices primarily due to the pass-through of lower raw material costs and a 1% organic volume decline which was attributed to strength in our consumer solutions product categories being more than offset by competitive pressures in South America and general market softness in Europe.
Current wording
Net sales: The net sales increase included revenue from the prior year merger of $112 million and favorable foreign currency changes of $84 million that were partially offset by a $110 million decrease in selling prices primarily due to the pass-through of lower raw material costs and a 2% organic volume decline, which was attributed to strength in various product categories, being more than offset by competitive pressures in South America, winter storm disruptions in North America and general market softness in Europe.
Previous wording
Operating income (loss): The operating income increase included a $10 million favorable impact from decreased business integration costs, a $12 million non-recurring inventory fair value step-up charge in the prior quarter, lower depreciation and amortization expenses of $8 million and operating income from the prior year merger.
Current wording
Operating income (loss): The operating income increase included a $17 million favorable impact from decreased business integration costs, a $12 million non-recurring inventory fair value step-up charge in the prior year, lower depreciation and amortization expenses of $14 million and operating income from the prior year merger.
Previous wording
***Other expense, net:***The decrease in other expense is primarily due to a $15 million prepayment penalty charge for retiring debt in the prior year in connection with the prior year merger.
Current wording
Other expense, net: The decrease in other expense is primarily due to a $15 million prepayment penalty charge for retiring debt in the prior year in connection with the prior year merger as well as favorable changes in currency costs related to intercompany loans.
Previous wording
Interest expense, net: The interest expense, netincrease is primarily attributed to incurred debt connected with the prior year merger that closed on November 4, 2024.
Current wording
Interest expense, net: The interest expense, net increase is primarily attributed to incurred debt connected with the prior year merger that closed on November 4, 2024 partially offset by changes in interest rates and the repayment of long-term borrowings.
Previous wording
Net sales: The net sales increase included a 2% organic volume growth, revenue from the prior year merger of $42 million and favorable foreign currency changes of $8 million that were partially offset by a $38 million decrease in selling prices primarily due to the pass-through of lower raw material costs and competitive pressures from imports in South America.
Current wording
Net sales: The net sales decline included an$81 million decrease in selling prices primarily due to the pass-through of lower raw material costs and competitive pressures from imports in South America that were offset by revenue from the prior year merger of $42 million and favorable foreign currency changes of $19 million.
Previous wording
Net sales: The net sales increase included revenue from the prior year merger of $70 million and a $28 million favorable impact from foreign currency changes partially offset by a 5% organic volume decline which was primarily attributed to general market softness in Europe and a $14 million decrease in selling prices primarily due to the pass-through of lower raw material costs.
Current wording
Net sales: The net sales increase included revenue from the prior year merger of $70 million and a $65 million favorable impact from foreign currency changes partially offset by a 4% organic volume decline which was primarily attributed to general market softness in Europe and a $29 million decrease in selling prices primarily due to the pass-through of lower raw material costs.
Previous wording
Adjusted EBITDA: The adjusted EBITDA increase included a contribution from the prior year merger of $3 million and favorable impacts from price cost spread of $4 million as the result of synergy realization and mix improvement.
Current wording
Adjusted EBITDA: The adjusted EBITDA increase included a contribution from the prior year merger of $3 million, favorable impacts from price cost spread of $11 million as the result of synergy realization and mix improvement and a $3 million favorable benefit from foreign currency changes partially offset by a $4 million negative impact from softer volumes.
Previous wording
Net cash from operating activities increased $60 million from the Prior Quarter primarily related to higher net loss and working capital uses in Prior Quarter.
Current wording
Net cash from operating activities increased $82 million from the Prior YTD primarily related to improved working capital.
Previous wording
Net cash from investing activities decrease of $36 million from the Prior Quarter primarily attributed to cash acquired in connection with the merger in Prior Quarter.
Current wording
Net cash from investing activities decreased $49 million from the Prior YTD primarily attributed to cash acquired in connection with the merger and settlement of short-term marketable securities in Prior YTD partially offset by lower additions to property, plant and equipment.
Previous wording
Net cash from financing activities decreased $60 million from Prior Quarter primarily attributed to $27 million prepayment of debt in the Quarter paired with proceeds from borrowings netted with transfers to parent in the Prior Quarter.
Current wording
Net cash from financing activities decreased $95 million from the Prior YTD primarily attributed to $63 million prepayment of debt in the Quarter paired with proceeds from borrowings netted with transfers to parent in the Prior YTD.
Previous wording
Our consolidated free cash flow for the Quarter are summarized as follows:
Current wording
Our consolidated free cash flow for the YTD is summarized as follows:
Previous wording
At December 27, 2025, our cash balance was $264 million, which was primarily located outside the U.S. We believe our existing U.S. based cash and cash flow from U.S. operations, together with available borrowings under our senior secured credit facilities, will be adequate to meet our short-term and long-term liquidity needs with the exception of funds needed to cover all long-term debt obligations, which we intend to refinance prior to maturity. The Company has the ability to repatriate the cash located outside the U.S. to the extent not needed to meet operational and capital needs without significant restrictions.
Current wording
At March 28, 2026, our cash balance was $303 million, of which approximately 64% is located outside the U.S. We believe our existing U.S. based cash and cash flow from U.S. operations, together with available borrowings under our senior secured credit facilities, will be adequate to meet our short-term and long-term liquidity needs with the exception of funds needed to cover all long-term debt obligations, which we intend to refinance prior to maturity. The Company has the ability to repatriate the cash located outside the U.S. to the extent not needed to meet operational and capital needs without significant restrictions.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Operating income: The operating income increase included a $7 million favorable impact from decreased business integration costs and lower depreciation and amortization expenses of $6 million.
Current report — wording carried from elsewhere
Other expense, net: The decrease in other expense is primarily due to favorable changes in currency costs related to intercompany loans.
Current report — wording carried from elsewhere
Business integration expenses consist of restructuring and impairment charges, acquisition/merger related costs, and other business optimization costs. Tables present dollars in millions.
Current report — wording carried from elsewhere
The $113 million increase in comprehensive income from the Prior YTD is attributed to a $64 million favorable change in currency translation and a $49 million increase 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 in the YTD was primarily attributed to locations utilizing the Euro and Brazilian real as their functional currency. As part of its overall risk management, the Company uses derivative instruments to reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in current fiscal 2026 versus fiscal 2025 is primarily attributed to the change in the forward foreign exchange curves between measurement dates.