Magnera Corp
For the period ended Jun 27, 2026. Filed Aug 6, 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.
Jun 27, 2026 · Filed Aug 6, 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 2026-03-28; filed 2026-05-07.
0000041719-26-000042
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-27; filed 2026-08-06.
0000041719-26-000049
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 54 previous paragraphs and 53 current paragraphs.
26 unchanged; 19 reworded; 8 added; 7 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 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 (8)
Current report
Net sales: The net sales increase included a favorable foreign currency change of $21 million and a 1% organic volume improvement partially offset by an $8 million decrease in selling prices primarily due to negative product mix net of the pass-through of higher raw material costs. The volume increase was primarily attributed to strength in our consumer solutions product categories globally and recovery in North America from winter storm disruptions experienced in the second quarter.
Current report
Operating income: The operating income increase included a favorable price cost spread of $11 million, lower depreciation and amortization expenses of $8 million and a favorable impact from volume improvement partially offset by $8 million of increased business integration costs primarily related to the loss from the sale of a facility during the quarter and a $6 million increase in selling, general and administrative expenses.
Current report
Other expense, net: The increase in other expense is primarily due to $3 million of non-cash charges associated with pre-merger tax liabilities.
Current report
Changes in Comprehensive Income (Loss)
Current report
Net sales: The net sales increase included a favorable foreign currency change of $10 million and a 1% organic volume improvement partially offset by a $13 million decrease in selling prices primarily due to negative product mix net of the pass-through of higher raw material costs.
Current report
Net sales: The net sales increase included a favorable foreign currency change of $11 million and a $5 million increase in selling prices primarily due to the pass-through of higher raw material costs.
Current report
Adjusted EBITDA: The adjusted EBITDA decrease was primarily a result of higher selling, general and administrative expenses.
Current report
Changes in Comprehensive Income (Loss)
Removed paragraphs (7)
Previous 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.
Previous 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.
Previous report
Changes in Comprehensive Income
Previous 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.
Previous report
Adjusted EBITDA: The adjusted EBITDA decline was primarily a result of unfavorable price cost spread of $5 million.
Previous 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.
Previous report
Changes in Comprehensive Income
Reworded paragraphs (19)
Previous wording
Outlook. The Company is affected by general economic and industrial growth, raw material availability, cost inflation, supply chain disruptions, new and changing tariffs 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, including tariffs, to our customers, improve manufacturing productivity and adapt to volume changes of our customers. Despite global macro-economic challenges and uncertainties attributed to inflation, changing tariff policies and general market softness, we continue to believe our underlying long-term demand fundamental in all segments will remain strong as we focus on providing advantaged products in targeted markets. For fiscal year 2026 ("fiscal 2026"), we project cash from operations between $170 to $190 million and free cash flow between $90 to $110 million. Projected fiscal 2026 free cash flow assumes $80 million of capital spending.
Current wording
Outlook. The Company is affected by general economic and industrial growth, raw material availability, cost inflation, supply chain disruptions, new and changing tariffs and sanctions, 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, including tariffs, to our customers, improve manufacturing productivity and adapt to volume changes of our customers. Despite global macro-economic challenges and uncertainties attributed to inflation, changing tariff policies and general market softness, we continue to believe our underlying long-term demand fundamental in all segments will remain strong as we focus on providing advantaged products in targeted markets. For fiscal year 2026 ("fiscal 2026"), we project cash from operations between $150 to $170 million and free cash flow between $90 to $110 million. Projected fiscal 2026 free cash flow assumes $60 million of capital spending.
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 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.
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 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 Condensed Consolidated and Combined Financial Statements for the definition of, and additional information regarding, Adjusted EBITDA.
Previous wording
Business integration expenses consist of restructuring and impairment charges, acquisition/merger related costs, and other business optimization costs. Tables present dollars in millions.
Current wording
Business integration expenses consist of restructuring and impairment charges, acquisition/merger/divestiture related costs, and other business optimization costs. Tables present dollars in millions.
Previous 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.
Current wording
The $58 million decrease in comprehensive loss from the Prior Quarter is primarily attributed to a $56 million unfavorable change in currency translation. 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 Quarter is primarily attributed to the change in the forward foreign exchange curves between measurement dates.
Previous wording
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 wording
Adjusted EBITDA: The adjusted EBITDA increase was primarily a result of favorable price cost spread of $11 million partially offset by higher selling, general and administrative expenses.
Previous wording
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 wording
Comparison of the Three Quarterly Periods Ended June 27, 2026 (the “YTD”) and the Three Quarterly Periods Ended June 28, 2025 (the “Prior YTD”)
Previous wording
Business integration expenses consist of restructuring and impairment charges, acquisition/merger related costs, and other business optimization costs. Tables present dollars in millions.
Current wording
Business integration expenses consist of restructuring and impairment charges, acquisition/merger/divestiture related costs, and other business optimization costs. Tables present dollars in millions.
Previous 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.
Current wording
Net sales: The net sales increase included revenue from the prior year merger of $112 million and favorable foreign currency changes of $105 million that were partially offset by a 1% organic volume decline and a $117 million decrease in selling prices primarily due to the pass-through of lower raw material costs and negative product mix.
Previous 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.
Current wording
Operating income (loss): The operating income increase included a favorable price cost spread of $13 million, a $9 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 $19 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 as well as favorable changes in currency costs related to intercompany loans.
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 and an $8 million favorable impact from foreign currency related to intercompany loans.
Previous wording
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.
Current wording
The $55 million decrease in comprehensive loss from the Prior YTD is attributed to an $8 million favorable change in currency translation and a $47 million reduction in net loss. 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.
Previous 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.
Current wording
Net sales: The net sales decline included a $92 million decrease in selling prices primarily due to the pass-through of lower raw material costs and negative product mix that were offset by revenue from the prior year merger of $42 million and favorable foreign currency changes of $29 million and a 1% organic volume improvement.
Previous wording
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.
Current wording
Adjusted EBITDA: The adjusted EBITDA increase was primarily a result of contributions from the prior year merger of $5 million.
Previous 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.
Current wording
Net sales: The net sales increase included revenue from the prior year merger of $70 million and a $76 million favorable impact from foreign currency changes partially offset by a 3% organic volume decline, which was primarily attributed to general market softness in Europe and a $25 million decrease in selling prices primarily due to the pass-through of lower raw material costs.
Previous wording
We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances. At the end of the Quarter, the Company had no outstanding balance on its asset-based revolving line of credit that matures in November 2029. The Company was in compliance with all covenants at the end of the Quarter.
Current wording
We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances. At the end of the Quarter, the Company had no outstanding balance on its asset-based revolving line of credit that matures in November 2029. The Company was in compliance with all long-term debt covenants at the end of the Quarter.
Previous wording
Net cash from operating activities increased $82 million from the Prior YTD primarily related to improved working capital.
Current wording
Net cash from operating activities increased $69 million from the Prior YTD, primarily related to improved working capital.
Previous 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.
Current wording
Net cash from investing activities decreased $44 million from the Prior YTD, primarily attributed to cash acquired in connection with the merger and settlement of net investment hedges in the Prior YTD and proceeds from the divestiture of a facility, partially offset by lower additions to property, plant and equipment.
Previous 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.
Current wording
Net cash from financing activities decreased $93 million from the Prior YTD, primarily attributed to a $63 million prepayment of debt in the YTD paired with proceeds from borrowings netted with transfers to parent in the Prior YTD.
Previous 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.
Current wording
At June 27, 2026, our cash balance was $280 million, of which approximately 58% 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 previous paragraphs (2)
Previous report — wording carried 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.
Previous report — wording carried elsewhere
Other expense, net: The decrease in other expense is primarily due to favorable changes in currency costs related to intercompany loans.