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reyn-10q_20210630.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2021

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

For the transition period from __________ to __________

Commission File Number: 001-39205

REYNOLDS CONSUMER PRODUCTS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

45-3464426

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

1900 W. Field Court

Lake Forest, Illinois 60045

(Address of principal executive offices) (Zip Code)

Telephone: (800) 879-5067

(Registrant’s telephone number, including area code)

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value

REYN

Nasdaq Global Select Market

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

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

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

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

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

As of July 30, 2021, the registrant had 209,758,789 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Statements of Income for the three and six months ended June 30, 2021 and 2020	2
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2021 and 2020	3
	Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	4
	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2021 and 2020	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II.	OTHER INFORMATION	27
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
	Signatures	30

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those risks and uncertainties discussed in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and as updated in our Quarterly Reports on Form 10-Q. You should specifically consider the numerous risks outlined in those “Risk Factors” sections. These risks and uncertainties include factors related to:

•

changes in consumer preferences, lifestyle and environmental concerns;

•

relationships with our major customers, consolidation of our customer bases and loss of a significant customer;

•

competition and pricing pressures;

•

loss of, or disruption at, any of our key manufacturing facilities;

•

our suppliers of raw materials and any interruption in our supply of raw materials;

•

loss due to an accident, labor issues, weather conditions, natural disaster, the emergence of a pandemic or disease outbreak, such as coronavirus or otherwise;

•

the unknown duration and economic, operational and financial impacts of the global COVID-19 pandemic;

•

costs of raw materials, energy and freight, including the impact of tariffs, trade sanctions and similar matters affecting our importation of certain raw materials;

•

our ability to develop and maintain brands that are critical to our success;

•

economic downturns in our target markets;

•

difficulty meeting our sales growth objectives and innovation goals; and

•

changes in market interest rates, or a phase-out or replacement of the LIBO rate as an interest rate benchmark.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We are under no duty to update any of these forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform our prior statements to actual results or revised expectations.

Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 which was filed on February 12, 2021, under Part I, Item 1A. “Risk Factors” and as updated in our Quarterly Reports on Form 10-Q.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Reynolds Consumer Products Inc.

Condensed Consolidated Statements of Income

(in millions, except for per share data)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Net revenues	$	847		$	798		$	1,579		$	1,489
Related party net revenues		26			24			50			63
Total net revenues		873			822			1,629			1,552
Cost of sales		(665	)		(570	)		(1,229	)		(1,111	)
Gross profit		208			252			400			441
Selling, general and administrative expenses		(89	)		(81	)		(167	)		(163	)
Other expense, net		(2	)		(6	)		(5	)		(21	)
Income from operations		117			165			228			257
Interest expense, net		(12	)		(17	)		(24	)		(44	)
Income before income taxes		105			148			204			213
Income tax expense		(25	)		(36	)		(50	)		(75	)
Net income	$	80		$	112		$	154		$	138

Earnings per share:
Basic	$	0.38		$	0.53		$	0.73		$	0.69
Diluted	$	0.38		$	0.53		$	0.73		$	0.69

Weighted average shares outstanding:
Basic		209.8			209.7			209.7			199.2
Effect of dilutive securities		0.1			0.1			0.1			—
Diluted		209.9			209.8			209.8			199.2

See accompanying notes to the condensed consolidated financial statements.

Reynolds Consumer Products Inc.

Condensed Consolidated Statements of Comprehensive Income

(in millions)

(Unaudited)

	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2021			2020		2021		2020
Net income	$	80		$	112	$	154	$	138
Other comprehensive (loss) income, net of income taxes:
Currency translation adjustment		—			1		—		(1	)
Interest rate derivatives		(1	)		—		2		—
Other comprehensive (loss) income, net of income taxes		(1	)		1		2		(1	)
Comprehensive income	$	79		$	113	$	156	$	137

See accompanying notes to the condensed consolidated financial statements.

Reynolds Consumer Products Inc.

Condensed Consolidated Balance Sheets

(in millions, except for per share data)

	(Unaudited) As of June 30, 2021		As of December 31, 2020
Assets
Cash and cash equivalents	$	49	$	312
Accounts receivable (net of allowance for doubtful accounts of $1 and $1)		333		292
Other receivables		5		9
Related party receivables		9		8
Inventories		582		419
Other current assets		26		13
Total current assets		1,004		1,053
Property, plant and equipment (net of accumulated depreciation of $725 and $692)		647		612
Operating lease right-of-use assets, net		57		61
Goodwill		1,879		1,879
Intangible assets, net		1,077		1,092
Other assets		33		25
Total assets	$	4,697	$	4,722
Liabilities
Accounts payable	$	240	$	185
Related party payables		35		41
Current portion of long-term debt		25		25
Income taxes payable		—		6
Accrued and other current liabilities		155		175
Total current liabilities		455		432
Long-term debt		2,097		2,208
Long-term operating lease liabilities		48		51
Deferred income taxes		324		326
Long-term postretirement benefit obligation		54		53
Other liabilities		43		37
Total liabilities	$	3,021	$	3,107
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock, $0.001 par value; 2,000 shares authorized; 210 shares issued and outstanding		—		—
Additional paid-in capital		1,382		1,381
Accumulated other comprehensive income		3		1
Retained earnings		291		233
Total stockholders' equity		1,676		1,615
Total liabilities and stockholders' equity	$	4,697	$	4,722

See accompanying notes to the condensed consolidated financial statements.

Reynolds Consumer Products Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in millions, except for per share data)

(Unaudited)

	Common Stock		Additional Paid-in Capital			Retained Earnings (Accumulated Deficit)			Net Parent (Deficit)			Accumulated Other Comprehensive Income			Total Equity (Deficit)
Balance as of December 31, 2019	$	—	$	—		$	—		$	(823	)	$	5		$	(818	)
Net income		—		—			20			6			—			26
Other comprehensive loss, net of income taxes		—		—			—			—			(2	)		(2	)
Net transfers from Parent		—		—			—			855			—			855
Reclassification of net parent (deficit) in RCP		—		38			—			(38	)		—			—
Issuance of common stock, net of costs		—		1,339			—			—			—			1,339
Dividends ($0.15 per share declared)		—		—			(31	)		—			—			(31	)
Other		—		1			—			—			—			1
Balance as of March 31, 2020	$	—	$	1,378		$	(11	)	$	—		$	3		$	1,370
Net income		—		—			112			—			—			112
Other comprehensive income, net of income taxes		—		—			—			—			1			1
Other		—		1			—			—			—			1
Balance as of June 30, 2020	$	—	$	1,379		$	101		$	—		$	4		$	1,484

Balance as of December 31, 2020	$	—	$	1,381		$	233		$	—		$	1		$	1,615
Net income		—		—			74			—			—			74
Other comprehensive income, net of income taxes		—		—			—			—			3			3
Dividends ($0.23 per share declared and paid)		—		—			(48	)		—			—			(48	)
Other		—		(1	)		—			—			—			(1	)
Balance as of March 31, 2021	$	—	$	1,380		$	259		$	—		$	4		$	1,643
Net income		—		—			80			—			—			80
Other comprehensive loss, net of income taxes		—		—			—			—			(1	)		(1	)
Dividends ($0.23 per share declared and paid)		—		—			(48	)		—			—			(48	)
Other		—		2			—			—			—			2
Balance as of June 30, 2021	$	—	$	1,382		$	291		$	—		$	3		$	1,676

See accompanying notes to the condensed consolidated financial statements.

Reynolds Consumer Products Inc.

Condensed Consolidated Statements of Cash Flows

(in millions)

(Unaudited)

	Six Months Ended
	June 30,
	2021			2020
Cash provided by operating activities
Net income	$	154		$	138
Adjustments to reconcile net income to operating cash flows:
Depreciation and amortization		53			48
Deferred income taxes		(4	)		41
Unrealized losses on derivatives		—			1
Stock compensation expense		3			3
Change in assets and liabilities:
Accounts receivable, net		(40	)		(268	)
Other receivables		3			(3	)
Related party receivables		—			4
Inventories		(163	)		33
Accounts payable		54			8
Related party payables		(6	)		(20	)
Related party accrued interest payable		—			(18	)
Income taxes payable / receivable		(14	)		31
Accrued and other current liabilities		(22	)		10
Other assets and liabilities		—			(5	)
Net cash provided by operating activities		18			3
Cash used in investing activities
Acquisition of property, plant and equipment		(73	)		(52	)
Net cash used in investing activities		(73	)		(52	)
Cash (used in) provided by financing activities
Repayment of long-term debt		(112	)		(6	)
Dividends paid		(96	)		(31	)
Proceeds from long-term debt, net of discounts		—			2,472
Repayments of PEI Group Credit Agreement		—			(8	)
Advances from related parties		—			240
Repayments to related parties		—			(3,627	)
Deferred debt transaction costs		—			(28	)
Proceeds from IPO settlement facility		—			1,168
Repayment of IPO settlement facility		—			(1,168	)
Issuance of common stock		—			1,410
Equity issuance costs		—			(69	)
Net transfers to Parent		—			(14	)
Net cash (used in) provided by financing activities		(208	)		339
Effect of exchange rate on cash and cash equivalents		—			—
Net (decrease) increase in cash and cash equivalents		(263	)		290
Cash and cash equivalents at beginning of period		312			102
Cash and cash equivalents at end of period	$	49		$	392

Cash Paid:
Income Taxes		67			5

Significant non-cash investing and financing activities

Refer to Note 1 – Summary of Significant Accounting Policies and Note 10 – Related Party Transactions for details of significant non-cash investing and financing activities.

See accompanying notes to the condensed consolidated financial statements.

Reynolds Consumer Products Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies

Description of Business:

Reynolds Consumer Products Inc. and its subsidiaries (“we”, “us” or “our”) produce and sell products across three broad categories: cooking products, waste & storage products and tableware. We sell our products under brands such as Reynolds and Hefty, and also under store brands. Our product portfolio includes aluminum foil, wraps, disposable bakeware, trash bags, food storage bags and disposable tableware. We report four business segments: Reynolds Cooking & Baking; Hefty Waste & Storage; Hefty Tableware; and Presto Products.

Basis of Presentation:

We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with United States generally accepted accounting principles ("GAAP") for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and notes required by GAAP for comprehensive annual financial statements.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2020, and should be read in conjunction with the disclosures therein. In our opinion, these interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to state fairly the financial condition, results of operations and cash flows for the periods presented. Operating results for interim periods are not necessarily indicative of annual operating results.

Prior to the completion of our Corporate Reorganization, as defined in our Registration Statement on Form S-1 (File No. 333-234731), and initial public offering (“IPO”) on February 4, 2020, we operated as part of Pactiv Evergreen Inc. (“PEI”) and not as a stand-alone entity. We represented the business that was previously reported as the Reynolds Consumer Products segment in the consolidated financial statements of PEI and its subsidiaries (collectively, “PEI Group” or the “Parent”). As part of our Corporate Reorganization, we reorganized the legal structure of our entities so they are all under a single parent entity, Reynolds Consumer Products Inc. In conjunction with our Corporate Reorganization and IPO, we separated from PEI Group on February 4, 2020.

Net Parent deficit represented the former Parent’s interest in our net assets. As a direct ownership relationship did not exist between the various entities of our previously combined group, a Net Parent deficit account was shown in our previously combined financial statements. The majority of transactions between us and PEI Group have a history of settlement or were settled for cash in conjunction with our separation from PEI Group and IPO. These transactions have been reflected in our condensed consolidated balance sheets as related party receivables and payables. Transactions that did not have a history of settlement were reflected in equity (deficit) in our previously combined balance sheets as Net Parent deficit and, when cash was utilized (contributed), in our condensed consolidated statements of cash flows as a financing activity in net transfers from (to) Parent.

Initial Public Offering:

On February 4, 2020, we completed our separation from PEI Group and the IPO of our common stock pursuant to a Registration Statement on Form S-1. In the IPO, we sold an aggregate of 54,245,500 shares of common stock, including 7,075,500 shares of common stock purchased by the underwriters on February 7, 2020 pursuant to their option to purchase additional shares, under the Registration Statement at a public offering price of $26.00 per share.

In conjunction with our separation from PEI Group and IPO, we reclassified PEI Group’s historical net investment in us to additional paid-in capital. Each share of our outstanding common stock, immediately prior to our IPO, was exchanged into 155,455 shares of common stock. In addition, certain related party borrowings owed to PEI Group were contributed as additional paid-in capital without the issuance of any additional shares.

Note 2 – New Accounting Standards

Recently Adopted Accounting Guidance:

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. This ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We adopted the standard as of January 1, 2021 with no material impact on our condensed consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We adopted the standard as of January 1, 2021 with no material impact on our condensed consolidated financial statements.

Accounting Guidance Issued But Not Yet Adopted:

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate, and other interbank offered rates expected to be discontinued, to alternative reference rates. This ASU was effective upon its issuance and can be applied prospectively through December 31, 2022. We are currently assessing the impact of this standard on our consolidated financial statements.

Note 3 – Inventories

Inventories consisted of the following:

	June 30, 2021		December 31, 2020
	(in millions)
Raw materials	$	193	$	138
Work in progress		65		54
Finished goods		289		194
Spare parts		35		33
Inventories	$	582	$	419

Note 4 – Debt

Long-term debt consisted of the following:

	June 30, 2021			December 31, 2020
	(in millions)
Term loan facility	$	2,144		$	2,257
Deferred financing transaction costs		(20	)		(21	)
Original issue discounts		(2	)		(3	)
		2,122			2,233
Less: current portion		(25	)		(25	)
Long-term debt	$	2,097		$	2,208

External Debt Facilities

In February 2020, we entered into new external debt facilities (“External Debt Facilities”), which consist of (i) a $2,475 million senior secured term loan facility (“Term Loan Facility”); and (ii) a $250 million senior secured revolving credit facility (“Revolving Facility”). In addition, on February 4, 2020 we entered into, and extinguished, a $1,168 million facility (“IPO Settlement Facility”). The proceeds from the Term Loan Facility and IPO Settlement Facility, net of transaction costs and original issue discounts, together with available cash, were used to repay accrued related party interest and a portion of the related party loans payable.

Borrowings under the External Debt Facilities bear interest at a rate per annum equal to, at our option, either a base rate or a LIBO rate plus an applicable margin of 1.75%. During September 2020, we entered into a series of interest rate swaps to hedge a portion of the interest rate exposure resulting from these borrowings.

The External Debt Facilities contain a springing financial covenant requiring compliance with a ratio of first lien net indebtedness to consolidated EBITDA, applicable solely to the Revolving Facility. The financial covenant is tested on the last day of any fiscal quarter only if the aggregate principal amount of borrowings under the Revolving Facility and drawn but unreimbursed letters of credit exceed 35% of the total amount of commitments under the Revolving Facility on such day. We are currently in compliance with the covenants contained in our External Debt Facilities.

If an event of default occurs, the lenders under the External Debt Facilities are entitled to take various actions, including the acceleration of amounts due under the External Debt Facilities and all actions permitted to be taken by secured creditors.

Term Loan Facility

The Term Loan Facility matures in February 2027. The Term Loan Facility amortizes in equal quarterly installments of $6 million, which commenced in June 2020, with the balance payable on maturity. During the six months ended June 30, 2021, we made a voluntary principal payment of $100 million related to our Term Loan Facility.

Revolving Facility

The Revolving Facility matures in February 2025 and includes a sub-facility for letters of credit. As of June 30, 2021, we had no outstanding borrowings under the Revolving Facility, and we had $8 million of letters of credit outstanding, which reduces the borrowing capacity under the Revolving Facility.

Fair Value of Our Long-Term Debt

The fair value of our long-term debt as of June 30, 2021, which is a Level 2 fair value measurement, approximates the carrying value due to the variable market interest rate and the stability of our credit profile.

Note 5 – Stock-based Compensation

We granted restricted stock units (“RSUs”) in July 2019 to certain members of management, pursuant to retention agreements entered into with these employees (the “IPO Grants”). These RSUs vest upon satisfaction of both a performance-based vesting condition (the “IPO Condition”) and a service-based vesting condition (the “Service Condition”). The IPO Condition was satisfied when we completed our IPO on February 4, 2020. The Service Condition will be satisfied with respect to one-third of an employee’s RSUs on each anniversary from the date of our IPO for three consecutive years, subject to the employee’s continued employment through the applicable vesting date.

In addition, in conjunction with our Corporate Reorganization and IPO, we established an equity incentive plan for purposes of granting stock-based compensation awards to certain of our senior management, our non-executive directors and to certain employees, to incentivize their performance and align their interests with ours. We have granted RSUs to certain employees and non-employee directors that have a service-based vesting condition. In addition, we granted performance stock units (“PSUs”) to certain members of management that have a performance-based vesting condition. We account for forfeitures of outstanding but unvested grants in the period they occur. A maximum of 10.5 million shares of common stock were initially available for issuance under equity incentive awards granted pursuant to the plan. In the three and six months ended June 30, 2021, zero and 0.2 million RSUs and zero and 0.2 million PSUs were granted, respectively.

As of June 30, 2021, there were stock-based compensation awards representing approximately 0.7 million shares outstanding compared to 0.4 million shares outstanding as of December 31, 2020. Stock-based compensation expense was $2 million and $3 million for the three and six months ended June 30, 2021, respectively, and $2 million and $3 million in the comparable prior year periods.

Note 6 – Commitments and Contingencies

Legal Proceedings:

We are from time to time party to litigation, legal proceedings and tax examinations arising from our operations. Most of these matters involve allegations of damages against us relating to employment matters, personal injury and commercial or contractual disputes. We record estimates for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on our assessment of the facts and circumstances, we do not believe any of these matters, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our financial position, results of operations or cash flows in a future period.

As of June 30, 2021, there were no legal proceedings pending other than those for which we have determined that the possibility of a material outflow is remote.

Note 7 – Accumulated Other Comprehensive Income

The following table summarizes the changes in our balances of each component of accumulated other comprehensive income.

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	(in millions)						(in millions)
Currency translation adjustments:
Balance as of beginning of period	$	(6	)	$	(8	)	$	(6	)	$	(6	)
Currency translation adjustments		—			1			—			(1	)
Other comprehensive income (loss)		—			1			—			(1	)
Balance as of end of period	$	(6	)	$	(7	)	$	(6	)	$	(7	)
Employee benefit plans:
Balance as of beginning of period	$	8		$	11		$	8		$	11
Other comprehensive income		—			—			—			—
Balance as of end of period	$	8		$	11		$	8		$	11
Interest rate derivatives:
Balance as of beginning of period	$	2		$	—		$	(1	)	$	—
(Loss) income arising during period		(1	)		—			2			—
Other comprehensive (loss) income		(1	)		—			2			—
Balance as of end of period	$	1		$	—		$	1		$	—
Accumulated other comprehensive income
Balance as of beginning of period	$	4		$	3		$	1		$	5
Other comprehensive (loss) income		(1	)		1			2			(1	)
Balance as of end of period	$	3		$	4		$	3		$	4

Note 8 – Income Taxes

Prior to our separation from PEI Group and IPO, our U.S. operations were included in the U.S. federal consolidated and certain state and local tax returns filed by PEI Group. We also file certain separate U.S. state and local and foreign income tax returns. For the periods prior to separation, income tax (expense) benefit and deferred tax balances are presented in these condensed consolidated financial statements as if we filed tax returns on a stand-alone basis. Upon separation from PEI Group, becoming a separate taxable entity and the change from carve-out financial statements to consolidated financial statements, we have remeasured certain deferred taxes. These adjustments have been recognized directly in equity.

Our income tax expense for the three and six months ended June 30, 2021 and 2020 incorporated an expected annualized effective tax rate of approximately 24.5%, excluding the impact of discrete items. Our income tax expense for the six months ended June 30, 2020 included an incremental discrete expense of $23 million due to the remeasurement of our deferred tax asset associated with the deductibility of interest expense as a result of the enactment, subsequent to our separation from PEI Group, of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act on March 27, 2020. As a result of our inclusion in PEI Group’s U.S. federal consolidated and certain state and local tax returns prior to our IPO, the completion of PEI Group’s tax returns for the year ended December 31, 2020 may result in changes to deferred taxes we recognized as of February 4, 2020. Any future changes in these deferred taxes may impact our reported tax expense in a future period.

Note 9 – Segment Information

Our Chief Executive Officer, who has been identified as our Chief Operating Decision Maker ("CODM"), has evaluated how he views and measures our performance. In applying the criteria set forth in the standards for reporting information about segments in financial statements, we have determined that we have four reportable segments - Reynolds Cooking & Baking, Hefty Waste & Storage, Hefty Tableware and Presto Products. The key factors used to identify these reportable segments are the organization and alignment of our internal operations and the nature of our products. This reflects how our CODM monitors performance, allocates capital and makes strategic and operational decisions. Our segments are described as follows:

Reynolds Cooking & Baking

Our Reynolds Cooking & Baking segment produces branded and store brand foil, disposable aluminum pans, parchment paper, freezer paper, wax paper, plastic wrap, baking cups, oven bags and slow cooker liners. Our branded products are sold under the Reynolds Wrap, Reynolds KITCHENS and E-Z Foil brands in the United States and selected international markets, under the ALCAN brand in Canada and under the Diamond brand outside of North America.

Hefty Waste & Storage

Our Hefty Waste & Storage segment produces both branded and store brand trash and food storage bags. Our branded products are sold under the Hefty Ultra Strong, Hefty Strong Trash Bags, Hefty Renew and Hefty Slider Bags brands.

Hefty Tableware

Our Hefty Tableware segment sells both branded and store brand disposable and compostable plates, bowls, platters, cups and cutlery. Our Hefty branded products include dishes and party cups.

Presto Products

Our Presto Products segment primarily sells store brand products in four main categories: food storage bags, trash bags, reusable storage containers and plastic wrap. Our Presto Products segment also includes our specialty business, which serves other consumer products companies by providing Fresh-Lock and Slide-Rite resealable closure systems.

Information by Segment

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

Adjusted EBITDA represents each segment's earnings before interest, tax, depreciation and amortization and is further adjusted to exclude unrealized gains and losses on commodity derivatives and IPO and separation-related costs.

Total assets by segment are those assets directly associated with the respective operating activities, comprising inventory, property, plant and equipment and operating lease right-of-use assets. Other assets, such as cash, accounts receivable and intangible assets, are monitored on an entity-wide basis and not included in segment information that is regularly reviewed by our CODM.

Transactions between segments are at negotiated prices.

	Reynolds Cooking & Baking		Hefty Waste & Storage		Hefty Tableware		Presto Products		Segment Total		Unallocated⁽¹⁾			Total
Three Months Ended June 30, 2021	(in millions)
Net revenues	$	303	$	218	$	217	$	141	$	879	$	(6	)	$	873
Intersegment revenues		—		2		—		1		3		(3	)		—
Total segment net revenues		303		220		217		142		882		(9	)		873
Adjusted EBITDA		59		45		45		21		170
Depreciation and amortization		5		5		4		5		19		8			27

	Reynolds Cooking & Baking		Hefty Waste & Storage		Hefty Tableware		Presto Products		Segment Total		Unallocated⁽¹⁾			Total
Three Months Ended June 30, 2020	(in millions)
Net revenues	$	295	$	201	$	186	$	137	$	819	$	3		$	822
Intersegment revenues		—		2		—		1		3		(3	)		—
Total segment net revenues		295		203		186		138		822		—			822
Adjusted EBITDA		66		63		43		28		200
Depreciation and amortization		4		3		4		5		16		8			24

	Reynolds Cooking & Baking		Hefty Waste & Storage		Hefty Tableware		Presto Products		Segment Total		Unallocated⁽¹⁾			Total
Six Months Ended June 30, 2021	(in millions)
Net revenues	$	574	$	410	$	386	$	267	$	1,637	$	(8	)	$	1,629
Intersegment revenues		—		4		—		1		5		(5	)		—
Total segment net revenues		574		414		386		268		1,642		(13	)		1,629
Adjusted EBITDA		111		90		79		38		318
Depreciation and amortization		10		9		8		10		37		16			53

	Reynolds Cooking & Baking		Hefty Waste & Storage		Hefty Tableware		Presto Products		Segment Total		Unallocated⁽¹⁾			Total
Six Months Ended June 30, 2020	(in millions)
Net revenues	$	538	$	390	$	364	$	264	$	1,556	$	(4	)	$	1,552
Intersegment revenues		—		5		—		1		6		(6	)		—
Total segment net revenues		538		395		364		265		1,562		(10	)		1,552
Adjusted EBITDA		106		118		78		51		353
Depreciation and amortization		10		7		7		9		33		15			48

Segment assets consisted of the following:

	Reynolds Cooking & Baking		Hefty Waste & Storage		Hefty Tableware		Presto Products		Segment Total		Unallocated⁽¹⁾		Total
	(in millions)
As of June 30, 2021	$	539	$	286	$	164	$	245	$	1,234	$	3,463	$	4,697
As of December 31, 2020		433		248		157		204		1,042		3,680		4,722

(1)

Unallocated includes the elimination of intersegment revenues, other revenue adjustments and certain corporate costs, depreciation and amortization and assets not allocated to segments. Unallocated assets are comprised of cash, accounts receivable, other receivables, entity-wide property, plant and equipment, entity-wide operating lease right-of-use assets, goodwill, intangible assets, related party receivables and other assets.

The following table presents a reconciliation of segment Adjusted EBITDA to GAAP income before income taxes:

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	(in millions)						(in millions)
Segment Adjusted EBITDA	$	170		$	200		$	318		$	353
Corporate / unallocated expenses		(22	)		(7	)		(30	)		(25	)
		148			193			288			328
Adjustments to reconcile to GAAP income before income taxes
Depreciation and amortization		(27	)		(24	)		(53	)		(48	)
Interest expense, net		(12	)		(17	)		(24	)		(44	)
IPO and separation-related costs		(4	)		(7	)		(7	)		(21	)
Unrealized gains (losses) on derivatives		—			3			—			(1	)
Other		—			—			—			(1	)
Consolidated GAAP income before income taxes	$	105		$	148		$	204		$	213

Information in Relation to Products

Net revenues by product line are as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2021			2020		2021			2020
	(in millions)					(in millions)
Waste and storage products ⁽¹⁾	$	359		$	338	$	677		$	654
Cooking products		303			295		574			538
Tableware		217			186		386			364
Unallocated		(6	)		3		(8	)		(4	)
Net revenues	$	873		$	822	$	1,629		$	1,552

(1)	Waste and storage products are comprised of our Hefty Waste & Storage and Presto Products segments.

Our different product lines are generally sold to a common group of customers. For all product lines, there is a relatively short time period between the receipt of the order and the transfer of control over the goods to the customer.

Note 10 – Related Party Transactions

We historically operated as part of PEI Group. In preparation for our IPO, PEI Group transferred its interest in us to Packaging Finance Limited (“PFL”). PFL owns the majority of our outstanding common stock and owns the majority of the outstanding common stock of PEI Group. Transactions between us and PEI Group are described below.

Ongoing Related Party Transactions

For the three and six months ended June 30, 2021, revenues from products sold to PEI Group were $26 million and $50 million, respectively, compared to $24 million and $63 million in the comparable prior year periods. For the three and six months ended June 30, 2021, products purchased from PEI Group were $88 million and $162 million, respectively, compared to $78 million and $161 million in the comparable prior year periods. For the three and six months ended June 30, 2021, PEI Group charged us freight and warehousing costs of $15 million and $29 million, respectively, compared to $20 million and $46 million in the comparable prior year periods, which were included in cost of sales. The resulting related party receivables and payables are settled regularly with PEI Group in the normal course of business.

Furthermore, $36 million and $71 million of the dividends paid during the three and six months ended June 30, 2021, respectively, were paid to PFL, compared to $23 million and $23 million in the comparable prior year periods.

Transactions Related to our Separation from PEI Group

On January 30, 2020, we repurchased all of the U.S. accounts receivable that we previously sold through PEI Group’s securitization facility for $264 million, $240 million of which was settled in cash and the remaining amount used to settle certain current related party receivables. The cash to purchase these receivables was provided by an increase in related party borrowings, which was subsequently settled as discussed below.

On January 30, 2020, our outstanding borrowings, net of deferred financing transaction costs and original issue discounts plus accrued interest incurred under the PEI Group Credit Agreement were reallocated to an entity within PEI Group and on February 4, 2020, we were fully and unconditionally released from the security and guarantee arrangements relating to PEI Group’s borrowings. This reallocation resulted in a payment to PEI Group of $8 million for accrued interest and an increase of $2,001 million in related party borrowings, which was subsequently settled as discussed below.

On February 4, 2020, we repaid $3,627 million of related party borrowings and $22 million of related party accrued interest owed to PEI Group and capitalized, as additional paid-in capital without the issuance of any additional shares, the remaining $831 million balance of the related party borrowings owed to PEI Group.

On February 4, 2020, we entered into a transition services agreement with a subsidiary of PEI Group, whereby PEI Group will continue to provide certain administrative services to us, including information technology services; accounting, treasury, financial reporting and transaction support; human resources; procurement; tax, legal and compliance related services; and other corporate services for up to 24 months. In addition, we entered into a transition services agreement with Rank Group Limited (an affiliate of PEI Group) whereby, upon our request, Rank Group Limited will provide certain administrative services to us, including financial reporting, consulting and compliance services, insurance procurement and human resources support, legal and corporate secretarial support, and related services for up to 24 months. For the three and six months ended June 30, 2021, we incurred $2 million and $4 million, respectively, related to transition services which were included in selling, general and administrative expenses in our condensed consolidated statements of income compared to $2 million and $5 million in the comparable prior year periods.

Note 11 – Subsequent Events

Quarterly Cash Dividend

On July 29, 2021, our Board of Directors approved a cash dividend of $0.23 per common share to be paid on August 31, 2021 to shareholders of record on August 17, 2021.

Except as described above, there have been no events subsequent to June 30, 2021 which would require accrual or disclosure in these condensed consolidated financial statements.

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

Our management’s discussion and analysis is intended to help the reader understand our results of operations and financial condition and is provided as an addition to, and should be read in connection with, our condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2020. Tabular dollars are presented in millions.

Description of the Company and its Business Segments

We are a market-leading consumer products company with a presence in 95% of households across the United States. We produce and sell products across three broad categories: cooking products, waste & storage products and tableware. We sell our products under iconic brands such as Reynolds and Hefty and also under store brands that are strategically important to our customers. Overall, across both our branded and store brand offerings, we hold the #1 or #2 U.S. market share position in the majority of product categories in which we participate. We have developed our market-leading position by investing in our product categories and consistently developing innovative products that meet the evolving needs and preferences of the modern consumer.

Our mix of branded and store brand products is a key competitive advantage that aligns our goal of growing the overall product categories with our customers’ goals and positions us as a trusted strategic partner to our retailers. Our Reynolds and Hefty brands have preeminent positions in their categories and carry strong brand recognition in household aisles.

We manage our operations in four operating and reportable segments: Reynolds Cooking & Baking, Hefty Waste & Storage, Hefty Tableware and Presto Products:

•

Reynolds Cooking & Baking: Through our Reynolds Cooking & Baking segment, we produce branded and store brand foil, disposable aluminum pans, parchment paper, freezer paper, wax paper, plastic wrap, baking cups, oven bags and slow cooker liners. Our branded products are sold under the Reynolds Wrap, Reynolds KITCHENS and E-Z Foil brands in the United States and selected international markets, under the ALCAN brand in Canada and under the Diamond brand outside of North America.

•

Hefty Waste & Storage: Through our Hefty Waste & Storage segment, we produce both branded and store brand trash and food storage bags. Our branded products are sold under the Hefty Ultra Strong, Hefty Strong Trash Bags, Hefty Renew and Hefty Slider Bags brands.

•

Hefty Tableware: Through our Hefty Tableware segment, we sell both branded and store brand disposable and compostable plates, bowls, platters, cups and cutlery. Our Hefty branded products include dishes and party cups.

•

Presto Products: Through our Presto Products segment, we primarily sell store brand products in four main categories: food storage bags, trash bags, reusable storage containers and plastic wrap. Our Presto Products segment also includes our specialty business, which serves other consumer products companies by providing Fresh-Lock and Slide-Rite resealable closure systems.

Our Separation from PEI Group

On February 4, 2020 we separated from PEI Group and completed our IPO as a stand-alone public entity. In conjunction with our separation from PEI Group, we entered into a transition services agreement with a subsidiary of PEI Group whereby PEI Group will continue to provide certain administrative services to us, including information technology services; accounting, treasury, financial reporting and transaction support; human resources; procurement; tax, legal and compliance related services; and other corporate services for up to 24 months beginning on February 4, 2020. In addition, we entered into a transition services agreement with Rank Group Limited whereby, upon our request, Rank Group Limited will provide certain administrative services to us, including financial reporting, consulting and compliance services, insurance procurement and human resources support, legal and corporate secretarial support, and related services for up to 24 months. At the conclusion of these transitional arrangements, we will have to perform these services with internal resources or contract with third party providers. The previous arrangements we had with PEI Group may be materially different from the arrangements that we have entered into as part of our separation from PEI Group.

On February 4, 2020, in conjunction with our Corporate Reorganization and IPO, we entered into new external debt facilities (“External Debt Facilities”), consisting of a $2,475 million senior secured term loan facility (“Term Loan Facility”) and a $250 million senior secured revolving credit facility (“Revolving Facility”), and repaid portions of the related party borrowings owed to PEI Group that were reflected on our balance sheet prior to that date. PEI Group contributed the remaining balance of related party borrowings owed by us to PEI Group as additional paid-in capital without the issuance of any additional shares prior to the closing of our IPO. In addition, all indebtedness that we had borrowed under PEI Group’s Credit Agreement was reallocated and we were released as a borrower and guarantor from such facilities and released as a guarantor of PEI Group’s outstanding senior notes.

Impact of COVID-19

As previously discussed, in connection with the COVID-19 pandemic, we implemented policies and procedures designed to protect our employees and our customers, including implementing recommendations from the Centers for Disease Control and Prevention. As the pandemic evolves, we remain committed to adapting our policies and procedures to ensure the safety of our employees and compliance with federal, state and local regulations.

We have continued to see at-home use of our products remain strong driven by the consumer response to the COVID-19 pandemic. The duration and magnitude of the increased demand remains unknown, particularly as vaccine rollouts continue, and its ongoing impact on our operations may not be consistent with our experiences to date. At this time, we are unable to predict with any certainty the nature, timing or magnitude of any changes in future sales and/or earnings attributable to the impact of COVID-19 and efforts to reduce its spread. In addition, since the COVID-19 pandemic has been ongoing for over a year, quarterly results in 2021 have comparisons against results in 2020 that benefited significantly from the shift to more at-home use of our products and related increases in demand, which may not be sustained in 2021.

We do not currently anticipate that the COVID-19 pandemic will materially impact our liquidity over the next 12 months.

Overview

Total net revenues increased 6% and 5% in the three and six months ended June 30, 2021, respectively, compared to the same periods in 2020. For the three month period, the revenue increase was primarily due to pricing actions taken in response to increased material costs, as well as increased volume, primarily in our Hefty Tableware segment as everyday usage occasions remained strong and social gatherings increased. However, shipment delays in certain products from import and other third-party suppliers negatively impacted volume in the three months ended June 30, 2021 by approximately two percentage points. For the six month period, the revenue increase was primarily due to pricing actions taken in response to increased material costs and lower levels of trade promotion.

We have experienced significant increases in material costs in the first six months of 2021, and cost increases are expected to continue in the near term before easing in the fourth quarter of 2021. We have implemented two price increases and announced a third price increase, which is expected to be effective in the third quarter of 2021. Our current year earnings decline is primarily attributable to the timing of material cost recovery, which we expect to improve into the fourth quarter, reflecting the benefit of additional pricing initiatives and expected easing of commodity rates.

Non-GAAP Measures

In this Quarterly Report on Form 10-Q we use the non-GAAP financial measures “Adjusted EBITDA”, “Adjusted Net Income” and “Adjusted EPS”, which are measures adjusted for the impact of specified items and are not in accordance with GAAP.

We define Adjusted EBITDA as net income calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, depreciation and amortization and further adjusted to exclude, as applicable, unrealized gains and losses on commodity derivatives and IPO and separation-related costs. We define Adjusted Net Income and Adjusted EPS as Net Income and Earnings Per Share calculated in accordance with GAAP, plus, as applicable, the sum of unrealized gains and losses on commodity derivatives, IPO and separation-related costs and the impact of a tax legislation change under the CARES Act enacted on March 27, 2020.

We present Adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions. In addition, our chief operating decision maker uses Adjusted EBITDA of each reportable segment to evaluate the operating performance of such segments. We use Adjusted Net Income and Adjusted EPS as supplemental measures to evaluate our business’ performance in a way that also considers our ability to generate profit without the impact of certain items. Accordingly, we believe presenting these measures provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors.

Non-GAAP information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP financial measures presented by other companies.

The following table presents a reconciliation of our net income, the most directly comparable GAAP financial measure, to Adjusted EBITDA:

	Three Months Ended June 30,					Six Months Ended June 30,
	2021		2020			2021		2020
	(in millions)					(in millions)
Net income – GAAP	$	80	$	112		$	154	$	138
Income tax expense		25		36			50		75
Interest expense, net		12		17			24		44
Depreciation and amortization		27		24			53		48
IPO and separation-related costs ⁽¹⁾		4		7			7		21
Unrealized (gains) losses on derivatives ⁽²⁾		—		(3	)		—		1
Other		—		—			—		1
Adjusted EBITDA (Non-GAAP)	$	148	$	193		$	288	$	328

(1)	Reflects costs related to the IPO process, as well as costs related to our separation to operate as a stand-alone public company. These costs are included in Other expense, net in our condensed consolidated statements of income.

(2)	Reflects the mark-to-market movements in our commodity derivatives.

The following table presents a reconciliation of our net income and diluted EPS, the most directly comparable GAAP financial measures, to Adjusted Net Income and Adjusted Diluted EPS:

	Three Months Ended June 30, 2021						Three Months Ended June 30, 2020
(In millions, except for per share data)	Net Income		Diluted Shares		Diluted EPS		Net Income			Diluted Shares		Diluted EPS
As Reported - GAAP	$	80		210	$	0.38	$	112			210	$	0.53
Adjustments:
IPO and separation-related costs ⁽¹⁾		3		210		0.01		5			210		0.03
Unrealized gains on derivatives ⁽¹⁾		—		—		—		(2	)		210		(0.01	)
Adjusted (Non-GAAP)	$	83		210	$	0.39	$	115			210	$	0.55

(1)

Amounts are after tax, calculated using a tax rate of 24.5% for the three months ended June 30, 2021 and 2020, which is our effective tax rate for the periods presented excluding discrete tax items.

	Six Months Ended June 30, 2021						Six Months Ended June 30, 2020
(In millions, except for per share data)	Net Income		Diluted Shares		Diluted EPS		Net Income		Diluted Shares		Diluted EPS
As Reported - GAAP	$	154		210	$	0.73	$	138		199	$	0.69
Assume full period impact of IPO shares ⁽¹⁾	—			—	—		—			11	—
Total		154		210		0.73		138		210		0.66
Adjustments:
IPO and separation-related costs ⁽²⁾		5		210		0.02		16		210		0.08
Impact of tax legislation change from the CARES Act		—		—		—		23		210		0.11
Unrealized losses on derivatives ⁽²⁾		—		—		—		1		210		—
Adjusted (Non-GAAP)	$	159		210	$	0.75	$	178		210	$	0.85

(1)

Represents incremental shares required to adjust the weighted average shares outstanding for the period to the actual shares outstanding as of June 30, 2020. We utilize the shares outstanding at period end as if they had been outstanding for the full period rather than weighted average shares outstanding over the course of the period as it is a more meaningful calculation that provides consistency in comparability.

(2)	Amounts are after tax, calculated using a tax rate of 24.5% for the six months ended June 30, 2021 and 2020, which is our effective tax rate for the periods presented excluding the 2020 one-time discrete expense associated with the legislation change from the CARES Act and other discrete tax items.

Results of Operations – Three Months Ended June 30, 2021

The following discussion should be read in conjunction with our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Detailed comparisons of revenue and results are presented in the discussions of the operating segments, which follow our consolidated results discussion.

Aggregation of Segment Revenue and Adjusted EBITDA

(In millions)	Reynolds Cooking & Baking		Hefty Waste & Storage		Hefty Tableware		Presto Products		Unallocated⁽¹⁾			Total Reynolds Consumer Products
Net revenues for the three months ended June 30:
2021	$	303	$	220	$	217	$	142	$	(9	)	$	873
2020		295		203		186		138		—			822
Adjusted EBITDA for the three months ended June 30:
2021	$	59	$	45	$	45	$	21	$	(22	)	$	148
2020		66		63		43		28		(7	)		193

(1)	The unallocated net revenues include elimination of intersegment revenues and other revenue adjustments. The unallocated Adjusted EBITDA represents the combination of corporate expenses which are not allocated to our segments and other unallocated revenue adjustments.

Three Months Ended June 30, 2021 Compared with the Three Months Ended June 30, 2020

Total Reynolds Consumer Products

	For the Three Months Ended June 30,
(In millions, except for %)	2021			% of Revenue			2020			% of Revenue			Change			% Change
Net revenues	$	847			97	%	$	798			97	%	$	49			6	%
Related party net revenues		26			3	%		24			3	%		2			8	%
Total net revenues		873			100	%		822			100	%		51			6	%
Cost of sales		(665	)		(76	)%		(570	)		(69	)%		(95	)		(17	)%
Gross profit		208			24	%		252			31	%		(44	)		(17	)%
Selling, general and administrative expenses		(89	)		(10	)%		(81	)		(10	)%		(8	)		(10	)%
Other expense, net		(2	)	-				(6	)		(1	)%		4			67	%
Income from operations		117			13	%		165			20	%		(48	)		(29	)%
Interest expense, net		(12	)		(1	)%		(17	)		(2	)%		5			29	%
Income before income taxes		105			12	%		148			18	%		(43	)		(29	)%
Income tax expense		(25	)		(3	)%		(36	)		(4	)%		11			31	%
Net income	$	80			9	%	$	112			14	%	$	(32	)		(29	)%
Adjusted EBITDA ⁽¹⁾	$	148			17	%	$	193			23	%	$	(45	)		(23	)%

(1)	Adjusted EBITDA is a non-GAAP measure. See “Non-GAAP Measures” for details, including a reconciliation between net income and Adjusted EBITDA.

Components of Change in Net Revenues for the Three Months Ended June 30, 2021 vs. the Three Months Ended June 30, 2020

	Price			Volume/Mix			Total
Reynolds Cooking & Baking		5	%		(2	)%		3	%
Hefty Waste & Storage		5	%		3	%		8	%
Hefty Tableware		3	%		14	%		17	%
Presto Products		7	%		(4	)%		3	%
Total RCP		4	%		2	%		6	%

Total Net Revenues. Total net revenues increased by $51 million, or 6%, to $873 million. The increase was primarily driven by pricing actions of $36 million taken in response to increased material costs and the impact of higher volume of $15 million. The increased volume was driven primarily by our Hefty Tableware segment as everyday usage occasions remained strong and social gatherings increased, partially offset by shipment delays in certain products from import and other third-party suppliers which impacted all segments.

Cost of Sales. Cost of sales increased by $95 million, or 17%, to $665 million. The increase was driven by increased material costs and the impact of higher volume.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $8 million, or 10%, to $89 million, primarily due to increased personnel and other administrative costs.

Other Expense, Net. Other expense, net decreased by $4 million, or 67%, to $2 million. The decrease was primarily attributable to separation-related costs associated with our IPO in the prior year period.

Interest Expense, Net. Interest expense, net decreased by $5 million, or 29%, to $12 million. The decrease was primarily due to the impact of lower interest rates and a lower principal balance on our debt.

Income Tax Expense. We recognized income tax expense of $25 million on income before income taxes of $105 million (an effective tax rate of 24.0%) for the three months ended June 30, 2021 compared to income tax expense of $36 million on income before income taxes of $148 million (an effective tax rate of 24.5%) for the three months ended June 30, 2020. The decrease in the effective tax rate was primarily due to a tax benefit from the release of uncertain tax positions.

Adjusted EBITDA. Adjusted EBITDA decreased by $45 million, or 23%, to $148 million. The decrease in Adjusted EBITDA was primarily due to material cost increases outpacing the timing of our pricing recovery.

Segment Information

Reynolds Cooking & Baking

	For the Three Months Ended June 30,
(In millions, except for %)	2021			2020			Change			% Change
Total segment net revenues	$	303		$	295		$	8			3	%
Segment Adjusted EBITDA		59			66			(7	)		(11	)%
Segment Adjusted EBITDA Margin		19	%		22	%

Total Segment Net Revenues. Reynolds Cooking & Baking total segment net revenues increased by $8 million, or 3%, to $303 million. The increase in net revenues was primarily driven by price increases taken in response to increased material costs, partially offset by lower volume due to lapping of elevated demand in the prior year period.

Adjusted EBITDA. Reynolds Cooking & Baking Adjusted EBITDA decreased by $7 million, or 11%, to $59 million. The decrease in Adjusted EBITDA was primarily driven by the impact of lower volume. Pricing actions fully offset increases in material and other costs.

Hefty Waste & Storage

	For the Three Months Ended June 30,
(In millions, except for %)	2021			2020			Change			% Change
Total segment net revenues	$	220		$	203		$	17			8	%
Segment Adjusted EBITDA		45			63			(18	)		(29	)%
Segment Adjusted EBITDA Margin		20	%		31	%

Total Segment Net Revenues. Hefty Waste & Storage total segment net revenues increased by $17 million, or 8%, to $220 million. The increase in net revenues was primarily driven by price increases taken in response to increased material costs as well as higher volume as household demand remained strong.

Adjusted EBITDA. Hefty Waste & Storage Adjusted EBITDA decreased by $18 million, or 29%, to $45 million. The decrease in Adjusted EBITDA was primarily driven by material cost increases outpacing price increases.

Hefty Tableware

	For the Three Months Ended June 30,
(In millions, except for %)	2021			2020			Change		% Change
Total segment net revenues	$	217		$	186		$	31		17	%
Segment Adjusted EBITDA		45			43			2		5	%
Segment Adjusted EBITDA Margin		21	%		23	%

Total Segment Net Revenues. Hefty Tableware total segment net revenues increased by $31 million, or 17%, to $217 million. The increase in net revenues was primarily due to higher volume, driven by an increase in social gatherings and everyday usage occasions remaining strong, as well as pricing actions taken in response to increased material costs.

Adjusted EBITDA. Hefty Tableware Adjusted EBITDA increased by $2 million, or 5%, to $45 million. The increase in Adjusted EBITDA was primarily driven by higher volume, partially offset by price increases lagging material cost increases.

Presto Products

	For the Three Months Ended June 30,
(In millions, except for %)	2021			2020			Change			% Change
Total segment net revenues	$	142		$	138		$	4			3	%
Segment Adjusted EBITDA		21			28			(7	)		(25	)%
Segment Adjusted EBITDA Margin		15	%		20	%

Total Segment Net Revenues. Presto Products total segment net revenues increased by $4 million, or 3%, to $142 million. The increase in net revenues was primarily driven by the impact of pricing actions taken in response to increased material costs, partially offset by lower volume in the 2021 period primarily due to pantry loading at the onset of COVID-19 in 2020.

Adjusted EBITDA. Presto Products Adjusted EBITDA decreased by $7 million, or 25%, to $21 million. The decrease in Adjusted EBITDA was primarily driven by price increases lagging material cost increases.

Results of Operations – Six Months Ended June 30, 2021

Aggregation of Segment Revenue and Adjusted EBITDA

(In millions)	Reynolds Cooking & Baking		Hefty Waste & Storage		Hefty Tableware		Presto Products		Unallocated⁽¹⁾			Total Reynolds Consumer Products
Net revenues for the six months ended June 30:
2021	$	574	$	414	$	386	$	268	$	(13	)	$	1,629
2020		538		395		364		265		(10	)		1,552
Adjusted EBITDA for the six months ended June 30:
2021	$	111	$	90	$	79	$	38	$	(30	)	$	288
2020		106		118		78		51		(25	)		328

(1)	The unallocated net revenues include elimination of intersegment revenues and other revenue adjustments. The unallocated Adjusted EBITDA represents the combination of corporate expenses which are not allocated to our segments and other unallocated revenue adjustments.

Six Months Ended June 30, 2021 Compared with the Six Months Ended June 30, 2020

Total Reynolds Consumer Products

	For the Six Months Ended June 30,
(In millions, except for %)	2021			% of Revenue			2020			% of Revenue			Change			% Change
Net revenues	$	1,579			97	%	$	1,489			96	%	$	90			6	%
Related party net revenues		50			3	%		63			4	%		(13	)		(21	)%
Total net revenues		1,629			100	%		1,552			100	%		77			5	%
Cost of sales		(1,229	)		(75	)%		(1,111	)		(72	)%		(118	)		(11	)%
Gross profit		400			25	%		441			28	%		(41	)		(9	)%
Selling, general and administrative expenses		(167	)		(10	)%		(163	)		(11	)%		(4	)		(2	)%
Other expense, net		(5	)	-				(21	)		(1	)%		16			76	%
Income from operations		228			14	%		257			17	%		(29	)		(11	)%
Interest expense, net		(24	)		(1	)%		(44	)		(3	)%		20			45	%
Income before income taxes		204			13	%		213			14	%		(9	)		(4	)%
Income tax expense		(50	)		(3	)%		(75	)		(5	)%		25			33	%
Net income	$	154			9	%	$	138			9	%	$	16			12	%
Adjusted EBITDA ⁽¹⁾	$	288			18	%	$	328			21	%	$	(40	)		(12	)%

(1)	Adjusted EBITDA is a non-GAAP measure. See “Non-GAAP Measures” for details, including a reconciliation between net income and Adjusted EBITDA.

Components of Change in Net Revenues for the Six Months Ended June 30, 2021 vs. the Six Months Ended June 30, 2020

	Price			Volume/Mix			Total
Reynolds Cooking & Baking		5	%		2	%		7	%
Hefty Waste & Storage		5	%	-				5	%
Hefty Tableware		3	%		3	%		6	%
Presto Products		5	%		(4	)%		1	%
Total RCP		5	%	-				5	%

Total Net Revenues. Total net revenues increased by $77 million or 5%, to $1,629 million. The increase was primarily driven by pricing actions taken in response to increased material costs as well as lower levels of trade promotion. Volume in the six month period was relatively flat as continued every-day usage of our products remained strong and the increase in social gatherings were offset by the lapping of pantry loading at the onset of COVID-19 in 2020.

Cost of Sales. Cost of sales increased by $118 million or 11%, to $1,229 million. The increase was driven by increased material and manufacturing costs of $104 million and increased logistics costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $4 million or 2%, to $167 million primarily due to increased personnel and other administrative costs.

Other Expense, Net. Other expense, net decreased by $16 million or 76%, to $5 million. The decrease was primarily attributable to lower IPO and separation-related costs compared to the same prior year period.

Interest Expense, Net. Interest expense, net decreased by $20 million or 45%, to $24 million. The decrease was primarily due to lower interest rates and a lower principal balance on our debt.

Income Tax Expense. We recognized income tax expense of $50 million on income before income taxes of $204 million (an effective tax rate of 24.5%) for the six months ended June 30, 2021 compared to income tax expense of $75 million on income before income taxes of $213 million (an effective tax rate of 35.2%) for the six months ended June 30, 2020. The decrease in the effective tax rate was due to the recognition of a $23 million discrete tax expense associated with the remeasurement of our deferred taxes as a result of the legislation change from the CARES Act in the prior year period. Excluding the impact of this, our effective tax rate was 24.5% for the six months ended June 30, 2020.

Adjusted EBITDA. Adjusted EBITDA decreased by $40 million or 12%, to $288 million. The decrease in Adjusted EBITDA was due to increases in material, manufacturing and logistics costs outpacing the timing of our pricing recovery.

Segment Information

Reynolds Cooking & Baking

	For the Six Months Ended June 30,
(In millions, except for %)	2021			2020			Change		% Change
Total segment net revenues	$	574		$	538		$	36		7	%
Segment Adjusted EBITDA		111			106			5		5	%
Segment Adjusted EBITDA Margin		19	%		20	%

Total Segment Net Revenues. Reynolds Cooking & Baking total segment net revenues increased by $36 million or 7%, to $574 million. The increase in net revenues was primarily driven by higher pricing through a combination of pricing actions taken as a result of increased material costs and lower levels of trade promotions, as well as higher volume.

Adjusted EBITDA. Reynolds Cooking & Baking Adjusted EBITDA increased by $5 million or 5%, to $111 million. The increase in Adjusted EBITDA was primarily driven by the impact of higher volume and fewer trade promotions, partially offset by increased logistics costs. Pricing actions fully offset increases in material costs.

Hefty Waste & Storage

	For the Six Months Ended June 30,
(In millions, except for %)	2021			2020			Change			% Change
Total segment net revenues	$	414		$	395		$	19			5	%
Segment Adjusted EBITDA		90			118			(28	)		(24	)%
Segment Adjusted EBITDA Margin		22	%		30	%

Total Segment Net Revenues. Hefty Waste & Storage total segment net revenues increased by $19 million or 5%, to $414 million. The increase in net revenues was primarily driven by pricing actions taken in response to increased material costs.

Adjusted EBITDA. Hefty Waste & Storage Adjusted EBITDA decreased by $28 million or 24%, to $90 million. The decrease in Adjusted EBITDA was primarily driven by material cost increases outpacing price increases.

Hefty Tableware

	For the Six Months Ended June 30,
(In millions, except for %)	2021			2020			Change		% Change
Total segment net revenues	$	386		$	364		$	22		6	%
Segment Adjusted EBITDA		79			78			1		1	%
Segment Adjusted EBITDA Margin		20	%		21	%

Total Segment Net Revenues. Hefty Tableware total segment net revenues increased by $22 million or 6%, to $386 million. The increase in net revenues was primarily driven by higher pricing through a combination of pricing actions taken as a result of increased material costs and lower levels of trade promotion, as well as higher volume. The higher volume was due to increased social gatherings and every-day usage occasions remained strong.

Adjusted EBITDA. Hefty Tableware Adjusted EBITDA increased by $1 million or 1%, to $79 million. The increase in Adjusted EBITDA was primarily driven by the impact of higher volume.

Presto Products

	For the Six Months Ended June 30,
(In millions, except for %)	2021			2020			Change			% Change
Total segment net revenues	$	268		$	265		$	3			1	%
Segment Adjusted EBITDA		38			51			(13	)		(25	)%
Segment Adjusted EBITDA Margin		14	%		19	%

Total Segment Net Revenues. Presto Products total segment net revenues increased by $3 million or 1%, to $268 million. The increase in net revenues was primarily driven by pricing actions taken in response to increased material costs, partially offset by lower volume in the 2021 period primarily due to pantry loading at the onset of COVID-19 in 2020.

Adjusted EBITDA. Presto Products Adjusted EBITDA decreased by $13 million or 25%, to $38 million. The decrease in Adjusted EBITDA was primarily driven by price increases lagging material cost increases and the impact of lower volume.

Historical Cash Flows

The following table discloses our cash flows for the periods presented:

	For the Six Months Ended June 30,
(In millions)	2021			2020
Net cash provided by operating activities	$	18		$	3
Net cash used in investing activities		(73	)		(52	)
Net cash (used in) provided by financing activities		(208	)		339
(Decrease) increase in cash and cash equivalents	$	(263	)	$	290

Cash provided by operating activities

Net cash from operating activities increased by $15 million, to $18 million in the six months ended June 30, 2021. The change was primarily driven by a $228 million favorable change in accounts receivable, $240 million of which was related to the repurchase of accounts receivables in the prior year period previously sold through PEI Group’s securitization facility prior to our separation from PEI Group, and an increase in net income, partially offset by higher inventory during the current year period due to inventory replenishment and the impact of higher material costs, as well as higher cash tax payments in the current year period.

Cash used in investing activities

Net cash used in investing activities increased by $21 million to $73 million. The change was primarily driven by a purchase of a previously leased manufacturing facility.

Cash (used in) provided by financing activities

Net cash from financing activities changed by $547 million, from an inflow of $339 million in the six months ended June 30, 2020 to an outflow of $208 million in the six months ended June 30, 2021. The change was primarily attributable to the principal repayments on the Term Loan Facility and higher dividends paid during the current year period compared to the IPO-related activities during the prior year period, which included proceeds received from the IPO and the drawdown of the Term Loan Facility, partially offset by repayments of related party balances.

Liquidity and Capital Resources

Our principal sources of liquidity are existing cash and cash equivalents, cash generated from operating activities and available borrowings under the Revolving Facility.

External Debt Facilities

On February 4, 2020, in conjunction with our Corporate Reorganization and IPO, we entered into the External Debt Facilities which consist of a $2,475 million Term Loan Facility and a Revolving Facility that provides for additional borrowing capacity of up to $250 million, reduced by amounts used for letters of credit.

As of June 30, 2021, the outstanding balance under the Term Loan Facility was $2,144 million. As of June 30, 2021, we had no outstanding borrowings under the Revolving Facility, and we had $8 million of letters of credit outstanding, which reduces the borrowing capacity under the Revolving Facility.

The initial borrower under the External Debt Facilities is Reynolds Consumer Products LLC (the “Borrower”). The Revolving Facility includes a sub-facility for letters of credit. In addition, the External Debt Facilities provide that the Borrower has the right at any time, subject to customary conditions, to request incremental term loans or incremental revolving credit commitments in amounts and on terms set forth therein. The lenders under the External Debt Facilities are not under any obligation to provide any such incremental loans or commitments, and any such addition of or increase in loans is subject to certain customary conditions precedent and other provisions.

Interest rate and fees

Borrowings under the External Debt Facilities bear interest at a rate per annum equal to, at our option, either a base rate or a LIBO rate plus an applicable margin of 1.75%.

During the year ended December 31, 2020, we entered into a series of interest rate swaps which fixed the LIBO rate to an annual rate of 0.18% to 0.47% (for an annual effective interest rate of 1.93% to 2.22%, including margin) for an aggregate notional amount of $1,650 million. These interest rate swaps hedge a portion of the interest rate exposure resulting from our Term Loan Facility for periods ranging from one to five years from the time we entered into them.

Prepayments

The Term Loan Facility contains customary mandatory prepayments, including with respect to excess cash flow, asset sale proceeds and proceeds from certain incurrences of indebtedness.

The Borrower may voluntarily repay outstanding loans under the Term Loan Facility at any time without premium or penalty, other than customary breakage costs with respect to LIBO rate loans. During the six months ended June 30, 2021, we made a voluntary principal payment of $100 million related to the Term Loan Facility.

Amortization and maturity

Guarantee and security

All obligations under the External Debt Facilities and certain hedge agreements and cash management arrangements provided by any lender party to the External Debt Facilities or any of its affiliates and certain other persons are unconditionally guaranteed by Reynolds Consumer Products Inc. (“RCPI”), the Borrower (with respect to hedge agreements and cash management arrangements not entered into by the Borrower) and certain of RCPI’s existing and subsequently acquired or organized direct or indirect material wholly-owned U.S. restricted subsidiaries, with customary exceptions including, among other things, where providing such guarantees is not permitted by law, regulation or contract or would result in material adverse tax consequences.

All obligations under the External Debt Facilities and certain hedge agreements and cash management arrangements provided by any lender party to the External Debt Facilities or any of its affiliates and certain other persons, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by: (i) a perfected first-priority pledge of all the equity interests of each wholly-owned material restricted subsidiary of RCPI, the Borrower or a subsidiary guarantor, including the equity interests of the Borrower (limited to 65% of voting stock in the case of first-tier non-U.S. subsidiaries of RCPI, the Borrower or any subsidiary guarantor) and (ii) perfected first-priority security interests in substantially all tangible and intangible personal property of RCPI, the Borrower and the subsidiary guarantors (subject to certain other exclusions).

Certain covenants and events of default

The External Debt Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of the restricted subsidiaries of RCPI to:

•

incur additional indebtedness and guarantee indebtedness;

•

create or incur liens;

•

engage in mergers or consolidations;

•

sell, transfer or otherwise dispose of assets;

•

pay dividends and distributions or repurchase capital stock;

•

prepay, redeem or repurchase certain indebtedness;

•

make investments, loans and advances;

•

enter into certain transactions with affiliates;

•

enter into agreements which limit the ability of our restricted subsidiaries to incur restrictions on their ability to make distributions; and

•

enter into amendments to certain indebtedness in a manner materially adverse to the lenders.

We are currently in compliance with the covenants contained in our External Debt Facilities.

During the three and six months ended June 30, 2021, cash dividends of $0.23 and $0.46 per share, respectively, were declared and paid. On July 29, 2021, a quarterly cash dividend of $0.23 per share was declared and is to be paid on August 31, 2021. We expect to continue paying cash dividends on a quarterly basis; however, future dividends are at the discretion of our Board of Directors and will depend upon our earnings, capital requirements, financial condition, contractual limitations (including under the Term Loan Facility) and other factors.

We believe that our projected cash position, cash flows from operations and borrowings under the External Debt Facilities are sufficient to meet the needs of our business for at least the next 12 months.

Critical Accounting Policies and Estimates

Accounting policies and estimates are considered critical when they require management to make subjective and complex judgments, estimates and assumptions about matters that have a material impact on the presentation of our financial statements and accompanying notes. For a description of our critical accounting policies and estimates, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

See “Item 7A: Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. During the six months ended June 30, 2021, there have been no material changes in our exposure to market risk.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this report, management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2021. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2021, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The information required to be set forth under this heading is incorporated by reference from Note 6 - Commitments and Contingencies, to the condensed consolidated financial statements included in Part I, Item 1.

Item 1A. Risk Factors.

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
3.2		Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

REYNOLDS CONSUMER PRODUCTS INC.
(Registrant)

By:		/s/ Chris Mayrhofer
		Chris Mayrhofer
		Senior Vice President and Controller (Principal Accounting Officer)
		August 3, 2021

reyn-ex311_9.htm

Exhibit 31.1

CERTIFICATION

I, Lance Mitchell, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Reynolds Consumer Products Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 3, 2021	By:	/s/ Lance Mitchell
		Lance Mitchell
		President and Chief Executive Officer

reyn-ex312_6.htm

Exhibit 31.2

CERTIFICATION

I, Michael Graham, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Reynolds Consumer Products Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 3, 2021	By:	/s/ Michael Graham
		Michael Graham
		Chief Financial Officer

reyn-ex321_8.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Reynolds Consumer Products Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lance Mitchell, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 3, 2021	By:	/s/ Lance Mitchell
		Lance Mitchell
		President and Chief Executive Officer

reyn-ex322_7.htm

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Reynolds Consumer Products Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Graham, Chief Financial Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 3, 2021	By:	/s/ Michael Graham
		Michael Graham
		Chief Financial Officer