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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________________________________________________________________
FORM 10-Q
_______________________________________________________________________________________
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
OR
oTRANSITION 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)
_______________________________________________________________________________________
Delaware45-3464426
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification Number)
1900 W. Field Court
Lake Forest, Illinois 60045
(Address of principal executive offices) (Zip Code)
Telephone: (800) 879-5067
(Registrant’s telephone number, including area code)
_______________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading
Symbol
Name of each exchange on which registered
Common stock, $0.001 par valueREYNThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
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 þ No o
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.

Large accelerated filerþAccelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of April 28, 2023, the registrant had 210,008,966 shares of common stock, $0.001 par value per share, outstanding.


Table of Contents

Page
 
 
 
 
 
 
 
i

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, 2022 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, labor and freight, including the impact of tariffs, trade sanctions and similar matters affecting our importation of certain raw materials;
labor shortages and increased labor costs;
our ability to develop and maintain brands that are critical to our success;
economic downturns in our target markets;
impacts from inflationary trends;
difficulty meeting our sales growth objectives and innovation goals; and
changes in market interest rates.
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, 2022, which was filed on February 8, 2023, under Part I, Item 1A. “Risk Factors” and as updated in our Quarterly Reports on Form 10-Q.
1

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 March 31,
20232022
Net revenues$852 $818 
Related party net revenues22 27 
Total net revenues874 845 
Cost of sales(719)(677)
Gross profit155 168 
Selling, general and administrative expenses(105)(83)
Other income (expense), net2 (5)
Income from operations52 80 
Interest expense, net(29)(12)
Income before income taxes23 68 
Income tax expense(6)(16)
Net income$17 $52 
Earnings per share:
Basic$0.08 $0.25 
Diluted$0.08 $0.25 
Weighted average shares outstanding:
Basic209.9209.8
Effect of dilutive securities
Diluted209.9209.8

See accompanying notes to the condensed consolidated financial statements.
2

Reynolds Consumer Products Inc.
Condensed Consolidated Statements of Comprehensive Income
(in millions)
(Unaudited)

For the Three Months Ended March 31,
20232022
Net income$17 $52 
Other comprehensive (loss) income, net of income taxes:
Employee benefit plans(1) 
Interest rate derivatives(12)7 
Other comprehensive (loss) income, net of income taxes(13)7 
Comprehensive income$4 $59 

See accompanying notes to the condensed consolidated financial statements.
3

Reynolds Consumer Products Inc.
Condensed Consolidated Balance Sheets
(in millions, except for per share data)

(Unaudited)
As of March 31,
2023
As of December 31,
2022
Assets
Cash and cash equivalents$50 $38 
Accounts receivable (net of allowance for doubtful accounts of $1 and $1)
342 348 
Other receivables3 15 
Related party receivables18 7 
Inventories682 722 
Other current assets38 41 
Total current assets1,133 1,171 
Property, plant and equipment (net of accumulated depreciation of $842 and $821)
714 722 
Operating lease right-of-use assets, net62 65 
Goodwill1,879 1,879 
Intangible assets, net1,023 1,031 
Other assets54 61 
Total assets$4,865 $4,929 
Liabilities  
Accounts payable$230 $252 
Related party payables65 46 
Current portion of long-term debt25 25 
Current operating lease liabilities15 14 
Income taxes payable25 14 
Accrued and other current liabilities130 145 
Total current liabilities490 496 
Long-term debt2,061 2,066 
Long-term operating lease liabilities49 53 
Deferred income taxes354 365 
Long-term postretirement benefit obligation34 34 
Other liabilities52 47 
Total liabilities$3,040 $3,061 
Commitments and contingencies (Note 7)
Stockholders’ equity  
Common stock, $0.001 par value; 2,000 shares authorized; 210 shares issued and outstanding
  
Additional paid-in capital1,386 1,385 
Accumulated other comprehensive income39 52 
Retained earnings400 431 
Total stockholders' equity1,825 1,868 
Total liabilities and stockholders' equity$4,865 $4,929 

See accompanying notes to the condensed consolidated financial statements.
4

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
Other
Comprehensive
Income
Total
Equity
Balance as of December 31, 2021$ $1,381 $365 $10 $1,756 
Net income— — 52 — 52 
Other comprehensive income, net of income taxes— — — 7 7 
Dividends ($0.23 per share declared and paid)
— — (48)— (48)
Other—  — —  
Balance as of March 31, 2022
$ $1,381 $369 $17 $1,767 
     
Balance as of December 31, 2022$ $1,385 $431 $52 $1,868 
Net income— — 17 — 17 
Other comprehensive loss, net of income taxes— — — (13)(13)
Dividends ($0.23 per share declared and paid)
— — (48)— (48)
Other— 1 — — 1 
Balance as of March 31, 2023
$ $1,386 $400 $39 $1,825 


See accompanying notes to the condensed consolidated financial statements.
5

Reynolds Consumer Products Inc.
Condensed Consolidated Statements of Cash Flows
(in millions)
(Unaudited)

Three Months Ended
March 31,
20232022
Cash provided by operating activities
Net income$17 $52 
Adjustments to reconcile net income to operating cash flows:
Depreciation and amortization30 28 
Deferred income taxes(9)(4)
Stock compensation expense3 2 
Change in assets and liabilities:
Accounts receivable, net6 (6)
Other receivables12 3 
Related party receivables(11)(1)
Inventories40 (64)
Accounts payable(15)5 
Related party payables19 3 
Income taxes payable / receivable12 20 
Accrued and other current liabilities(15)(18)
Other assets and liabilities(1)(1)
Net cash provided by operating activities88 19 
Cash used in investing activities
Acquisition of property, plant and equipment(22)(28)
Net cash used in investing activities(22)(28)
Cash used in financing activities
Repayment of long-term debt(6)(6)
Dividends paid(48)(48)
Net cash used in financing activities(54)(54)
Net increase (decrease) in cash and cash equivalents12 (63)
Cash and cash equivalents at beginning of period38 164 
Cash and cash equivalents at end of period$50 $101 
Cash paid:
Interest28 10 

See accompanying notes to the condensed consolidated financial statements.
6

Reynolds Consumer Products Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 – Description of Business and Basis of Presentation
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 and 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, 2022, 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.
In March 2023, we initiated a voluntary Supply Chain Finance program (the "SCF") with a global financial institution (the "SCF Bank"). Under the SCF, qualifying suppliers may elect to sell their receivables from us to the SCF Bank. These participating suppliers negotiate their receivables sales arrangements directly with the SCF Bank. We are not party to those agreements, nor do we provide any security or other forms of guarantees to the SCF Bank. The participation in the program is at the sole discretion of the supplier, we have no economic interest in a supplier's decision to enter into the agreement and have no direct financial relationship with SCF Bank, as it relates to the SCF. Once a qualifying supplier elects to participate in the SCF and reaches an agreement with the SCF Bank, they elect which individual invoices they sell to the SCF Bank. The terms of our payment obligations are not impacted by a supplier's participation in the SCF and as such, the SCF has no direct impact on our balance sheets, cash flows, or liquidity. Amounts due to suppliers who voluntarily participate in the SCF are included in accounts payable in our condensed consolidated balance sheet and our payments made under the SCF are reflected as an operating cash flow in the condensed consolidated statement of cash flows. As of March 31, 2023, there were no obligations outstanding that we have confirmed as valid under the SCF.

Note 2 – New Accounting Standards
Recently Adopted Accounting Guidance:
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and subsequently in January 2021, FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, both of which provide 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 ("LIBOR"), and other interbank offered rates expected to be discontinued, to alternative reference rates. Each of these ASUs were effective upon its issuance and could be applied prospectively through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which amended the sunset date of the guidance in Topic 848 to December 31, 2024 from December 31, 2022. We adopted the standards as of January 1, 2023. As a result of the planned phase out of the LIBOR as a reference rate and adoption of ASU 2020-04 and ASU 2021-01, we have amended our Credit Agreement and interest rate swaps and applied practical expedients under the guidance. The adoption did not have a material impact on our condensed consolidated financial statements.
7


In September 2022, FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. These amendments require disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations. These amendments are effective for fiscal years beginning after December 31, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 31, 2023. We adopted the standard as of January 1, 2023. The adoption relates to disclosure only, and does not have an impact on our condensed consolidated financial statements.
Note 3 – Inventories
Inventories consisted of the following:
March 31,
2023
December 31,
2022
(in millions)
Raw materials$201 $215 
Work in progress80 81 
Finished goods355 383 
Spare parts46 43 
Inventories$682 $722 

Note 4 – Debt
Long-term debt consisted of the following:

March 31,
2023
December 31,
2022
(in millions)
Term loan facility$2,101 $2,107 
Deferred financing transaction costs(13)(14)
Original issue discounts(2)(2)
2,086 2,091 
Less: current portion(25)(25)
Long-term debt$2,061 $2,066 

External Debt Facilities
In February 2020, we entered into 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 February 2023 we amended the External Debt Facilities (as amended, the "Amended External Debt Facilities") which replaced the interest rate benchmark from the LIBOR to the Secured Overnight Financing Rate ("SOFR"). Other than the foregoing, the material terms of the External Debt Facilities remain unchanged, and our election to use practical expedients under ASU 2020-04 and ASU 2021-01, as described in Note 2 - New Accounting Standards, resulted in no material impacts on our condensed consolidated financial statements.
Borrowings under the Amended External Debt Facilities bear interest at a rate per annum equal to, at our option, either a base rate plus an applicable margin of 0.75% or SOFR plus an applicable margin of 1.75%. During September 2020, May 2022 and August 2022, we entered into a series of interest rate swaps to hedge a portion of the interest rate exposure resulting from these borrowings. In conjunction with the amendment of our External Debt Facilities, we amended the outstanding interest rate swaps to replace the interest rate benchmark from the LIBOR to SOFR. Refer to Note 5 – Financial Instruments for further details.
8


The Amended 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 Amended External Debt Facilities.
If an event of default occurs, the lenders under the Amended External Debt Facilities are entitled to take various actions, including the acceleration of amounts due under the Amended 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.
Revolving Facility
The Revolving Facility matures in February 2025 and includes a sub-facility for letters of credit. As of March 31, 2023, we had no outstanding borrowings under the Revolving Facility, and we had $7 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 March 31, 2023, 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 - Financial Instruments
Interest Rate Derivatives
During 2020 and 2022, we entered into a series of interest rate swaps to fix the LIBOR of our External Debt Facilities. In February 2023, we amended our interest rate swaps to replace the interest rate benchmark from the LIBOR to SOFR. Other than the foregoing, the material terms of the interest rate swap agreements remained unchanged, and our election to use practical expedients under ASUs 2020-04 and 2021-01, as described in Note 2 - New Accounting Standards, resulted in no material impacts on our condensed consolidated financial statements. After the amendments, the aggregate notional amount of the interest rate swaps still in effect as of March 31, 2023 was $1,150 million, and the SOFR is fixed at an annual rate of 0.40% to 3.40% (for an annual effective interest rate of 2.15% to 5.15%, including margin).
The interest rate swaps outstanding as of March 31, 2023 hedge a portion of the interest rate exposure resulting from our Term Loan Facility for periods ranging from two to three years. We classified these instruments as cash flow hedges. The effective portion of the gain or loss on the open hedging instrument is recorded in accumulated other comprehensive income and is reclassified into earnings as interest expense, net when settled. The associated asset or liability on the open hedges is recorded at its fair value in other assets or other liabilities, as applicable. The fair value of the interest rate swaps was determined using a discounted cash flow method based on market-based swap yield curves, taking into account current interest rates, and is classified as Level 2 within the fair value hierarchy.
The following table provides the notional amounts, the annual rates, the weighted average annual effective rates, and the fair value of our interest rate derivatives:

(In millions)Notional AmountAnnual RateWeighted Average Annual
Effective Rate
Fair Value - Other Current AssetsFair Value - Other Assets
As of March 31, 2023$1,150 
2.15% to 5.15%
4.38%$23 $9 
As of December 31, 2022(1)
$1,150 
2.19% to 5.19%
4.42%$25 $23 

(1)Based on the interest rate swaps prior to the amendments entered into in February 2023, which is based on the LIBOR as of December 31, 2022.
9


Note 6 Stock-based Compensation
Our equity incentive plan was established in 2020, for purposes of granting stock-based compensation awards to certain members 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 restricted stock units ("RSUs") to certain employees and non-employee directors that have a service-based vesting condition. In addition, we have 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 months ended March 31, 2023, 0.2 million RSUs and 0.2 million PSUs were granted.

As of March 31, 2023, there were stock-based compensation awards representing 0.8 million shares outstanding compared to 0.4 million shares outstanding as of December 31, 2022. Stock-based compensation expense was $3 million for the three months ended March 31, 2023 compared to $2 million for the three months ended March 31, 2022.
Note 7 – Commitments and Contingencies
Legal Proceedings:
We are from time to time party to litigation, legal proceedings and tax examinations arising from our operations. Most of these matters involve allegations of damages against us relating to employment matters, consumer complaints, personal injury and commercial or contractual disputes. We record estimates for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on our assessment of the facts and circumstances, we do not believe any of these matters, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our financial position, results of operations or cash flows in a future period.
As of March 31, 2023, there were no legal proceedings pending other than those for which we have determined that the possibility of a material outflow is remote.
Note 8 – Accumulated Other Comprehensive Income
The following table summarizes the changes in our balances of each component of accumulated other comprehensive income.
(In millions)Currency Translation AdjustmentsEmployee Benefit PlansInterest Rate DerivativesAccumulated Other Comprehensive Income
Balance as of December 31, 2021$(6)$12 $4 $10 
Gain arising during the period—  9 9 
Reclassification to earnings— — — — 
Effect of deferred taxes—  (2)(2)
Balance as of March 31, 2022$(6)$12 $11 $17 
Balance as of December 31, 2022$(7)$23 $36 $52 
Loss arising during the period—  (10)(10)
Reclassification to earnings— (1)(6)(7)
Effect of deferred taxes—  4 4 
Balance as of March 31, 2023(7)22 24 39 

10


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 aluminum foil, disposable aluminum pans, parchment paper, freezer paper, wax paper, butcher paper, plastic wrap, baking cups, oven bags and slow cooker liners. Our branded products are sold under the Reynolds Wrap, Reynolds KITCHENS and EZ 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 and Hefty Strong brands for trash bags, and as the Hefty and Baggies brands for our food storage bags.
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 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.

11


 Reynolds
Cooking
& Baking
Hefty
Waste &
Storage
Hefty
Tableware
Presto
Products
Segment
Total
Unallocated(1)
Total
Three Months Ended March 31, 2023(in millions)
Net revenues$283 $230 $224 $141 $878 $(4)$874 
Intersegment revenues 3  3 6 (6) 
Total segment net revenues283 233 224 144 884 (10)874 
Adjusted EBITDA4 55 30 19 108  
Depreciation and amortization7 5 4 5 21 9 30 
Reynolds
Cooking
& Baking
Hefty
Waste &
Storage
Hefty
Tableware
Presto
Products
Segment
Total
Unallocated(1)
Total
Three Months Ended March 31, 2022(in millions)
Net revenues$268 $226 $210 $140 $844 $1 $845 
Intersegment revenues 2  1 3 (3) 
Total segment net revenues268 228 210 141 847 (2)845 
Adjusted EBITDA28 45 23 19 115  
Depreciation and amortization6 4 4 5 19 9 28 


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 March 31, 2023$639 $293 $227 $257 $1,416 $3,449 $4,865 
As of December 31, 2022646 314 226 274 1,460 3,469 4,929 

(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 March 31,
20232022
(in millions)
Segment Adjusted EBITDA$108 $115 
Corporate / unallocated expenses(26)(3)
82 112 
Adjustments to reconcile to GAAP income before income taxes  
Depreciation and amortization(30)(28)
Interest expense, net(29)(12)
IPO and separation-related costs (4)
Consolidated GAAP income before income taxes$23 $68 
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Information in Relation to Products
Net revenues by product line are as follows:

Three Months Ended March 31,
20232022
(in millions)
Waste and storage products (1)
$377 $369 
Cooking products283 268 
Tableware224 210 
Unallocated(10)(2)
Net revenues$874 $845 

(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
Packaging Finance Limited (“PFL”) owns the majority of our outstanding common stock and owns the majority of the outstanding common stock of Pactiv Evergreen Inc. and its subsidiaries (“PEI Group”). We sell and purchase various goods and services with PEI Group under contractual arrangements that expire over a variety of periods through December 31, 2027. During the three months ended March 31, 2023, we amended these contractual arrangements with PEI Group, which, among other things, extended the expiration date for certain arrangements. Transactions between us and PEI Group are described below.
For the three months ended March 31, 2023, revenues from products sold to PEI Group were $22 million, compared to $27 million in the comparable prior year period. For the three months ended March 31, 2023, products purchased from PEI Group were $106 million, compared to $93 million in the comparable prior year period. For the three months ended March 31, 2023, PEI Group charged us freight and warehousing costs of $9 million, compared to $14 million in the comparable prior year period, which were included in cost of sales. The resulting related party receivables and payables are settled regularly in the normal course of business.
Furthermore, $36 million of the dividends paid during each of the three months ended March 31, 2023 and March 31, 2022, were paid to PFL.


Note 11 – Subsequent Events

Quarterly Cash Dividend

On April 27, 2023, our Board of Directors approved a cash dividend of $0.23 per common share to be paid on May 31, 2023 to shareholders of record on May 17, 2023.

Except as described above, there have been no events subsequent to March 31, 2023 which would require accrual or disclosure in these condensed consolidated financial statements.
13


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, 2022.
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 and 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. Over 65% of our revenue comes from products that are #1 in their respective categories. 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 aluminum foil, disposable aluminum pans, parchment paper, freezer paper, wax paper, butcher paper, plastic wrap, baking cups, oven bags and slow cooker liners. Our branded products are sold under the Reynolds Wrap, Reynolds KITCHENS and EZ 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. With our flagship Reynolds Wrap products, we hold the #1 market position in the U.S. consumer foil market measured by retail sales and volume. We have no significant branded competitor in this market. Reynolds is one of the most recognized household brands in the United States and has been the top trusted brand in the consumer foil market for over 75 years, with greater than 50% market share in most of its categories.
Hefty Waste & Storage: Through our Hefty Waste & Storage segment, we produce both branded and store brand trash and food storage bags. Hefty is a well-recognized leader in the trash bag and food storage bag categories and our private label products offer value to our retail partners. Our branded products are sold under the Hefty Ultra Strong and Hefty Strong brands for trash bags, and as the Hefty and Baggies brands for our food storage bags. We have the #1 branded market share in the U.S. large black trash bag and slider bag segments, and the #2 branded market share in the tall kitchen trash bag segment. Our robust product portfolio in this segment includes a full suite of products, including sustainable solutions such as blue and clear recycling bags, compostable bags, bags made from recycled materials and the Hefty EnergyBag Program.
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. Hefty branded party cups are the #1 party cup in America measured by market share. Our branded products use our Hefty brand to represent both quality and great price, and we bring this same quality and value promise to all of our store brands as well. We sell across a broad range of materials and price points in all retail channels, allowing our consumers to select the product that best suits their price, function and aesthetic needs. These materials include sustainable solutions, such as Hefty ECOSAVE™ and Hefty Compostable Printed Paper Plates.
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. Presto Products is a market leader in food storage bags and differentiates itself by providing access to category management, consumer insights, marketing, merchandising and research and development (“R&D”) resources. 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.
14


Overview
Total net revenues increased 3% in the three months ended March 31, 2023 compared to the same period in 2022. The revenue increase was primarily due to pricing actions taken in response to increased material and manufacturing costs, partially offset by lower volume.
During the three months ended March 31, 2023, our earnings declined as anticipated increases in material and manufacturing costs in the Reynolds Cooking & Baking business, as well as higher personnel costs, professional fees and advertising costs, were partially offset by gross profit increases in the rest of our business. In addition, net income was negatively impacted by higher interest costs due to increased interest 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 Diluted Earnings Per Share" ("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 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 IPO and separation-related costs.
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 March 31,
20232022
(in millions)
Net income – GAAP$17 $52 
Income tax expense16 
Interest expense, net29 12 
Depreciation and amortization30 28 
IPO and separation-related costs ⁽¹⁾— 
Adjusted EBITDA (Non-GAAP)$82 $112 

(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 income (expense), net in our condensed consolidated statements of income.

15


The following tables present reconciliations of our net income and diluted EPS, the most directly comparable GAAP financial measures, to Adjusted Net Income and Adjusted EPS:

Three Months Ended March 31, 2023Three Months Ended March 31, 2022
(in millions, except for per share data)Net IncomeDiluted SharesDiluted EPSNet IncomeDiluted SharesDiluted EPS
As Reported - GAAP$17 210 $0.08 $52 210 $0.25 
Adjustments:
IPO and separation-related costs ⁽¹⁾— 210 — 210 0.01 
Adjusted (Non-GAAP)$17 210 $0.08 $55 210 $0.26 

(1)Amount is after tax, calculated using a tax rate of 24.3% for the three months ended March 31, 2022 which was our effective tax rate for the period presented.

Results of Operations – Three Months Ended March 31, 2023
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 March 31:
2023$283 $233 $224 $144 $(10)$874 
2022268 228 210 141 (2)845 
Adjusted EBITDA(2) for the three months ended March 31:
2023$$55 $30 $19 $(26)$82 
202228 45 23 19 (3)112 


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

16


Three Months Ended March 31, 2023 Compared with the Three Months Ended March 31, 2022
Total Reynolds Consumer Products

For the Three Months Ended March 31,
(in millions, except for %)2023% of
Revenue
2022% of
Revenue
Change% Change
Net revenues$852 97%$818 97%$34 4%
Related party net revenues22 3%27 3%(5)(19)%
Total net revenues874 100%845 100%29 3%
Cost of sales(719)(82)%(677)(80)%(42)(6)%
Gross profit155 18%168 20%(13)(8)%
Selling, general and administrative expenses(105)(12)%(83)(10)%(22)(27)%
Other income (expense), net%(5)(1)%NM%
Income from operations52 6%80 9%(28)(35)%
Interest expense, net(29)(3)%(12)(1)%(17)(142)%
Income before income taxes23 3%68 8%(45)(66)%
Income tax expense(6)(1)%(16)(2)%10 63%
Net income$17 2%$52 6%$(35)(67)%
Adjusted EBITDA ⁽¹⁾$82 9%$112 13%$(30)(27)%
_________________________________________
NM - Percentage change is not meaningful.
(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 March 31, 2023 vs. the Three Months Ended March 31, 2022

PriceVolume/MixTotal
Reynolds Cooking & Baking3%3%6%
Hefty Waste & Storage6%(4)%2%
Hefty Tableware13%(6)%7%
Presto Products%2%2%
Total RCP5%(2)%3%

Total Net Revenues. Total net revenues increased by $29 million, or 3%, to $874 million. The increase was primarily driven by higher pricing as a result of pricing actions taken in response to increased material and manufacturing costs, partially offset by lower volume.

Cost of Sales. Cost of sales increased by $42 million, or 6%, to $719 million. The increase was primarily driven by increases in material and manufacturing costs, partially offset by lower logistics costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $22 million, or 27%, to $105 million, primarily due to higher personnel costs, professional fees and advertising costs.

Other Income (Expense), Net. Other income, net was $2 million in the three months ended March 31, 2023 compared to other expense, net of $5 million in the three months ended March 31, 2022. The change was primarily due to IPO and separation-related costs in the prior year that did not reoccur in the current year.

Interest Expense, Net. Interest expense, net increased by $17 million, or 142%, to $29 million. The increase was primarily due to higher interest rates.

17


Income Tax Expense. We recognized income tax expense of $6 million on income before income taxes of $23 million (an effective tax rate of 24.9%) for the three months ended March 31, 2023 compared to income tax expense of $16 million on income before income taxes of $68 million (an effective tax rate of 24.3%) for the three months ended March 31, 2022.

Adjusted EBITDA. Adjusted EBITDA decreased by $30 million, or 27%, to $82 million. The decrease in Adjusted EBITDA was primarily due to higher material and manufacturing costs, as well as higher selling, general and administrative expenses. This was partially offset by the timing of pricing actions to recover the increased material and manufacturing costs, as well as lower logistics costs.
Segment Information
Reynolds Cooking & Baking

For the Three Months Ended March 31,
(in millions, except for %)20232022Change% Change
Total segment net revenues$283 $268 $15 6%
Segment Adjusted EBITDA28 (24)(86)%
Segment Adjusted EBITDA Margin1%10%

Total Segment Net Revenues. Reynolds Cooking & Baking total segment net revenues increased by $15 million, or 6%, to $283 million. The increase in net revenues was primarily due to higher pricing due to pricing actions taken in response to increased material and manufacturing costs, as well as higher volume.
Adjusted EBITDA. Reynolds Cooking & Baking Adjusted EBITDA decreased by $24 million, or 86%, to $4 million. The decrease in Adjusted EBITDA was primarily driven by higher material and manufacturing costs, slightly offset by the timing of pricing actions to recover the increased material and manufacturing costs and higher volume.
Hefty Waste & Storage

For the Three Months Ended March 31,
(in millions, except for %)20232022Change% Change
Total segment net revenues$233 $228 $2%
Segment Adjusted EBITDA55 45 10 22%
Segment Adjusted EBITDA Margin24%20%

Total Segment Net Revenues. Hefty Waste & Storage total segment net revenues increased $5 million, or 2%, to $233 million. The increase in net revenues was primarily due to higher pricing due to pricing actions taken in response to increased material and manufacturing costs, partially offset by lower volume.
Adjusted EBITDA. Hefty Waste & Storage Adjusted EBITDA increased by $10 million, or 22%, to $55 million. The increase in Adjusted EBITDA was primarily driven by higher pricing due to the timing of pricing actions taken in response to increased material and manufacturing costs, partially offset by higher advertising costs.
Hefty Tableware

For the Three Months Ended March 31,
(in millions, except for %)20232022Change% Change
Total segment net revenues$224 $210 $14 7%
Segment Adjusted EBITDA30 23 30%
Segment Adjusted EBITDA Margin13%11%

Total Segment Net Revenues. Hefty Tableware total segment net revenues increased by $14 million, or 7%, to $224 million. The increase in net revenues was primarily due to higher pricing due to pricing actions taken in response to increased material and manufacturing costs, partially offset by lower volume.
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Adjusted EBITDA. Hefty Tableware Adjusted EBITDA increased by $7 million, or 30%, to $30 million. The increase in Adjusted EBITDA was primarily driven by higher pricing due to the timing of pricing actions taken in response to increased material and manufacturing costs, partially offset by increases in material and manufacturing costs.
Presto Products

For the Three Months Ended March 31,
(in millions, except for %)20232022Change% Change
Total segment net revenues$144 $141 $2%
Segment Adjusted EBITDA19 19 — %
Segment Adjusted EBITDA Margin13%13%

Total Segment Net Revenues. Presto Products total segment net revenues increased by $3 million, or 2%, to $144 million. The increase in net revenues was primarily due to increased volume.
Adjusted EBITDA. Presto Products Adjusted EBITDA was flat with the prior year period as the impact of higher volume was offset by increased manufacturing costs.
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.
The following table discloses our cash flows for the periods presented:

For the Three Months Ended March 31,
(in millions)20232022
Net cash provided by operating activities$88 $19 
Net cash used in investing activities$(22)$(28)
Net cash used in financing activities$(54)$(54)
Increase (decrease) in cash and cash equivalents$12 $(63)

Cash provided by operating activities
Net cash from operating activities increased by $69 million to $88 million in the three months ended March 31, 2023. The increase was primarily driven by the benefit from working capital initiatives, partially offset by lower net income.
Cash used in investing activities
Net cash used in investing activities decreased by $6 million to $22 million. The decrease was driven primarily by decreased cash outlays for capital expenditures.
Cash used in financing activities
Net cash used in financing activities remained flat.
External Debt Facilities
In February 2020, 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. In February 2023, we amended the External Debt Facilities ("Amended External Debt Facilities") which replaced the benchmark from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR"). Other than the foregoing, the material terms of the agreement remained unchanged.
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As of March 31, 2023, the outstanding balance under the Term Loan Facility was $2,101 million. As of March 31, 2023, we had no outstanding borrowings under the Revolving Facility, and we had $7 million of letters of credit outstanding, which reduces the borrowing capacity under the Revolving Facility.
The borrower under the Amended External Debt Facilities is Reynolds Consumer Products LLC (the “Borrower”). The Revolving Facility includes a sub-facility for letters of credit. In addition, the Amended 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 Amended 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 Amended External Debt Facilities bear interest at a rate per annum equal to, at our option, either a base rate plus an applicable margin of 0.75% or SOFR plus an applicable margin of 1.75%.
During 2020 and 2022, we entered into a series of interest rate swaps to fix the LIBOR of our External Debt Facilities. On February 28, 2023, we amended our interest rate swaps to replace the interest rate benchmark from the LIBOR to SOFR. Other than the foregoing, the material terms of the interest rate swap agreements remained unchanged, and our election to use practical expedients under ASUs 2020-04 and 2021-01 resulted in no material impacts on the condensed consolidated financial statements. After the amendments, the aggregate notional amount of our interest rate swaps still in effect as of March 31, 2023 was $1,150 million, and the SOFR is fixed at an annual rate of 0.40% to 3.40% (for an annual effective interest rate of 2.15% to 5.15%, including margin). These interest rate swaps hedge a portion of the interest rate exposure resulting from our Term Loan Facility for periods ranging from two to three years.
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 SOFR based loans.
Amortization and maturity
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. The Revolving Facility matures in February 2025.
Guarantee and security
All obligations under the Amended External Debt Facilities and certain hedge agreements and cash management arrangements provided by any lender party to the Amended 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 Amended External Debt Facilities and certain hedge agreements and cash management arrangements provided by any lender party to the Amended 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).
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Certain covenants and events of default
The Amended 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.
The Amended 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.
If an event of default occurs, the lenders under the Amended External Debt Facilities are entitled to take various actions, including the acceleration of amounts due under the Amended External Debt Facilities and all actions permitted to be taken by secured creditors.
We are currently in compliance with the covenants contained in our Amended External Debt Facilities.
Accounts Receivable Factoring
Our accounts receivable factoring agreement with JP Morgan Chase Bank, N.A. allows us to sell certain accounts receivable up to $190 million. We had no outstanding balance owed under the factoring arrangement as of March 31, 2023. Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the condensed consolidated balance sheet at the time of the sales transaction. We classify the proceeds received from the sales of accounts receivable as an operating cash flow in the condensed consolidated statement of cash flows. We record the discount as other expense, net in the condensed consolidated statement of income.
Supply Chain Financing
In March 2023, we initiated a voluntary Supply Chain Finance program (the "SCF") with a global financial institution (the "SCF Bank"). Under the SCF, qualifying suppliers may elect to sell their receivables from us to the SCF Bank. These participating suppliers negotiate their receivables sales arrangements directly with the SCF Bank. We are not party to those agreements, nor do we provide any security or other forms of guarantees to the SCF Bank. The participation in the program is at the sole discretion of the supplier, we have no economic interest in a supplier's decision to enter into the agreement and have no direct financial relationship with the SCF Bank, as it relates to the SCF. Once a qualifying supplier elects to participate in the SCF and reaches an agreement with the SCF Bank, they elect which individual invoices they sell to the SCF Bank.
The terms of our payment obligations are not impacted by a supplier's participation in the SCF and as such, the SCF has no direct impact on our balance sheets, cash flows, or liquidity. Our payment terms with our suppliers for similar services and materials within individual markets are consistent between suppliers that elect to participate in the SCF and those that do not participate.
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All outstanding amounts related to suppliers participating in the SCF are recorded within accounts payable in the condensed consolidated balance sheet and the associated payments are included as an operating cash flow in the condensed consolidated statement of cash flows. As of March 31, 2023, there were no obligations outstanding that we have confirmed as valid under the SCF.
Dividends
During the three months ended March 31, 2023, a cash dividend of $0.23 per share was declared and paid. On April 27, 2023, a quarterly cash dividend of $0.23 per share was declared and is to be paid on May 31, 2023. 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 available borrowings under the Revolving Facility are sufficient to meet debt service, capital expenditures and working capital needs for the foreseeable future. However, we cannot ensure that our business will generate sufficient cash flow from operations or that future borrowings will be available under our borrowing agreements in amounts sufficient to pay indebtedness or fund other liquidity needs. Actual results of operations will depend on numerous factors, many of which are beyond our control as further discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
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, 2022.
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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, 2022. During the three months ended March 31, 2023, there have been no material changes in our exposure to market risk.
Item 4. Controls and Procedures.
a)Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 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 March 31, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2023, our disclosure controls and procedures were effective.
b)Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
The information required to be set forth under this heading is incorporated by reference from Note 7 - 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, 2022.
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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.
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Item 6. Exhibits.

Exhibit
Number
Description
3.1
3.2
10.1*
10.2*
10.3*
31.1*
31.2*
32.1*
32.2*
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
_____________________________
*Filed herewith.
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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)
May 10, 2023
27
Document
Exhibit 10.1

EXECUTION VERSION
AMENDMENT NO. 1, dated as of February 28, 2023 (this “Amendment”), to the Credit Agreement dated as of February 4, 2020 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among REYNOLDS CONSUMER PRODUCTS LLC, a Delaware limited liability company (the “Borrower”), REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation (the “Parent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CS”), as administrative agent (in such capacity, the “Administrative Agent”), and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, an Alternative Interest Rate Election Event has occurred and, in accordance with Section 2.14(b) of the Credit Agreement, the Administrative Agent and the Borrower desire to amend the Credit Agreement in order to establish an alternate rate of interest to the LIBO Rate and, in connection therewith, implement other related changes as mutually determined in good faith by the Administrative Agent and the Borrower, in each case as set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1.Amendments to Credit Agreement.
(a)Effective as of the Amendment No. 1 Effective Date (as defined below), each of the Credit Agreement and Exhibits B and D to the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text or stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text or double-underlined text) as set forth in the pages thereof attached as Exhibits A, B and C hereto, respectively.
(b)Notwithstanding anything to the contrary contained in the Credit Agreement as amended hereby, (i) each LIBO Rate Loan (as defined in the Credit Agreement as in effect immediately prior to the Amendment No. 1 Effective Date (as defined below)) outstanding on the Amendment No. 1 Effective Date (each, an “Existing LIBO Rate Loan”) shall remain outstanding as such until the expiration of the then-pending Interest Period (as defined in the Credit Agreement as in effect immediately prior to the Amendment No. 1 Effective Date) applicable to such Existing LIBO Rate Loan, in accordance with, and subject to all of the terms and conditions of, the Credit Agreement as in effect immediately prior to the Amendment No. 1 Effective Date and (ii) interest on each such Existing LIBO Rate Loan shall continue to accrue to, and shall be payable on, each Interest Payment Date applicable thereto until such then-pending Interest Period for such Existing LIBO Rate Loan ends, in each case in accordance with Section 2.13 of the Credit Agreement as in effect immediately prior to the Amendment No. 1 Effective Date. From and after the Amendment No. 1 Effective Date, (x) the Borrower shall not be permitted to request that any Lender fund, and no Lender shall fund, any LIBO Rate Loan, (y) no LIBO Rate Loan may be continued as a LIBO Rate Loan and (z) each Existing LIBO Rate Loan may be converted to a Term SOFR or an ABR Loan (each as defined in the Credit Agreement as amended hereby) in accordance with the Credit Agreement as amended hereby.
Section 2.Representations and Warranties. Each Loan Party hereby represents and warrants that, as of the Amendment No. 1 Effective Date:
(a)This Amendment has been duly authorized, executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.
(b)The representations and warranties of such Loan Party set forth in the Credit Agreement and in any other Loan Document are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the

    
    
    


Amendment No. 1 Effective Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date).
Section 3.Effectiveness. This Amendment shall become effective on the date (such date, the “Amendment No. 1 Effective Date”) that the following conditions have been satisfied:
(a)The Administrative Agent shall have received from the Parent, the Borrower, each Subsidiary Guarantor party hereto and the Administrative Agent a counterpart signed by each such party of this Amendment; and
(b)The Borrower shall have paid to the Administrative Agent all fees and expenses due to be paid on or prior to the Amendment No. 1 Effective Date, including all reasonable and documented out-of-pocket expenses required to be paid or reimbursed under Section 9.03 of the Credit Agreement for which invoices have been presented at least one Business Day prior to the Amendment No. 1 Effective Date.
Section 4.Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of an original executed counterpart hereof. Any signature to this Amendment may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Amendment. Each of the parties to this Amendment represents and warrants to the other parties that it has the corporate capacity and authority to execute this Amendment through electronic means and there are no restrictions for doing so in that party’s constitutive documents.
Section 5.Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Section 6.Effect of Amendment. Except as expressly set forth herein, this Amendment (a) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent, in each case under the Credit Agreement or any other Loan Document, and (b) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Without limiting the foregoing, (x) the Borrower and each other Loan Party acknowledges and agrees that (A) each Loan Document to which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms (in the case of the Credit Agreement, as amended hereby) and (B) the Collateral Documents do, and all of the Collateral does, and in each case shall continue to, secure the payment of all of its Obligations on the terms and conditions set forth in the Collateral Documents, and hereby confirms and, to the extent necessary, ratifies the security interests granted by it pursuant to the Collateral Documents to which it is a party and (y) each of Parent and each Subsidiary Guarantor, hereby confirms and ratifies its continuing unconditional obligations as a Loan Guarantor under (and as defined in) the Loan Guaranty with respect to all of its Guaranteed Obligations (as defined in the Loan Guaranty). From and after the Amendment No. 1 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement, as amended hereby. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.
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Section 7.Applicable Law; Waiver of Jury Trial; Jurisdiction; Etc. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 9.10(b), 9.10(c), 9.10(d) and 9.11 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.
Section 8.Notices. The execution and delivery of this Amendment by the Borrower and the satisfaction of all conditions precedent to effectiveness of this Amendment pursuant to Section 3 hereof shall be deemed to satisfy any requirement for, and constitute any notice required to be delivered to the Administrative Agent under the Credit Agreement.
[Signature Pages Follow]
3
    
    
    


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

REYNOLDS CONSUMER PRODUCTS LLC, as Borrower
By: /s/ David Watson
Name: David Watson
Title: Vice President, General Counsel and Secretary
REYNOLDS CONSUMER PRODUCTS INC., as Parent
By: /s/ David Watson
Name: David Watson
Title: Vice President, General Counsel and Secretary
REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, as a Subsidiary Guarantor
By: /s/ David Watson
Name: David Watson
Title: Vice President, General Counsel and Secretary

REYNOLDS INTERNATIONAL SERVICES LLC, as a Subsidiary Guarantor
By: /s/ David Watson
Name: David Watson
Title: Vice President, General Counsel and Secretary

REYNOLDS MANUFACTURING, INC. as a Subsidiary Guarantor
By: /s/ David Watson
Name: David Watson
Title: Vice President, General Counsel and Secretary

    


REYNOLDS PRESTO PRODUCTS INC., as a Subsidiary Guarantor
By: /s/ David Watson
Name: David Watson
Title: Vice President, General Counsel and Secretary
TRANS WESTERN POLYMERS, INC., as a Subsidiary Guarantor
By: /s/ David Watson
Name: David Watson
Title: Vice President, General Counsel and Secretary


    


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
By: /s/ D. Andrew Maletta
Name: D. Andrew Maletta
Title: Authorized Signatory
By: /s/ Ilan Dolgin
Name: Ilan Dolgin
Title: Authorized Signatory
    

Exhibit A
As amended by Amendment No. 1 dated as of February 28, 2023


CREDIT AGREEMENT
Dated as of February 4, 2020
among
REYNOLDS CONSUMER PRODUCTS LLC,
as the Borrower,
REYNOLDS CONSUMER PRODUCTS INC.,
as Parent,
THE FINANCIAL INSTITUTIONS PARTY HERETO,
as Lenders,
and
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as Administrative Agent,
____________________________________________
CREDIT SUISSE LOAN FUNDING LLC
GOLDMAN SACHS BANK USA
JPMORGAN CHASE BANK, N.A.
HSBC SECURITIES (USA) INC.
BARCLAYS BANK PLC
CITIGROUP GLOBAL MARKETS INC.
RBC CAPITAL MARKETS
SUNTRUST ROBINSON HUMPHREY, INC.,
as Joint Lead Arrangers
and Joint Bookrunners





Additional Commitment” means any commitment hereunder added pursuant to Sections 2.22, 2.23 or 9.02(b).

Additional Credit Facilities” means any credit facilities added pursuant to Sections 2.22, 2.23 or 9.02(b).

Additional Lender” has the meaning assigned to such term in Section 2.22(b).

Additional Letter of Credit Facility” means any facility established by Parent and/or any Restricted Subsidiary to obtain letters of credit, bank guarantees, bankers’ acceptances or other instruments required by customers, suppliers or landlords or otherwise in the ordinary course of business.
Additional Loans” means any Additional Revolving Loans and any Additional Term Loans. “Additional Revolving Credit Commitments” means any revolving credit commitment added
pursuant to Sections 2.22, 2.23 or 9.02(b)(ii).

Additional Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate Outstanding Amount at such time of all Additional Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC Exposure, in each case, attributable to its Additional Revolving Credit Commitment.

Additional Revolving Facility” means any revolving credit facility added hereunder pursuant to Sections 2.22, 2.23 or 9.02(b)(ii).

Additional Revolving Lender” means any Lender with an Additional Revolving Credit Commitment or any Additional Revolving Credit Exposure.

Additional Revolving Loans” means any revolving loan added hereunder pursuant to Sections 2.22, 2.23 or 9.02(b)(ii).

Additional Term Loan Commitments” means any term loan commitment added hereunder pursuant to Sections 2.22, 2.23 or 9.02(b)(i).

Additional Term Loans” means any term loan added hereunder pursuant to Section 2.22, 2.23 or 9.02(b)(i).

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that in no event shall Adjusted Term SOFR be less than 0.00% per annum for purposes of this Agreement.
Adjustment Date” means the date of delivery of the Compliance Certificate required to be delivered pursuant to Section 5.01(c).

Administrative Agent” has the meaning assigned to such term in the preamble to this Agreement; provided that Goldman Sachs Bank USA shall act as administrative agent for the Daylight Term Lenders and shall have all rights and duties associated therewith and, to the extent relating to the Daylight Term Lenders or the Daylight Term Loans, references in this Agreement to the Administrative Agent shall be deemed to refer to Goldman Sachs Bank USA in such capacity.


2


Administrative Questionnaire” has the meaning assigned to such term in Section 2.22(d).

Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Parent or any of its Restricted Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign, whether pending or, to the knowledge of Parent or any of its Restricted Subsidiaries, threatened in writing, against or affecting Parent or any of its Restricted Subsidiaries or any property of Parent or any of its Restricted Subsidiaries.

Affiliate” means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that Person. None of the Administrative Agent, the Arrangers, any Lender (other than any Affiliated Lender or any Debt Fund Affiliate) or any of their respective Affiliates shall be considered an Affiliate of Parent or any subsidiary thereof.

Affiliate Subordination Agreement” means an Affiliate Subordination Agreement in the form of Exhibit F pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

Affiliated Lender” means any Non-Debt Fund Affiliate, Parent and/or any of its Restricted Subsidiaries.

Affiliated Lender Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-2 or any other form approved by the Administrative Agent and Parent.

Affiliated Lender Cap” has the meaning assigned to such term in Section 9.05(g)(iv).
Agreement” has the meaning assigned to such term in the preamble to this Credit Agreement.
Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Effective Rate in effect on such day plus 0.50%, (b) to the extent ascertainable, the Published LIBO RateAdjusted Term SOFR (which rate shall be calculated based upon an Interest Period of one month and shall be determined on a daily basis based on the rate determined on such day for such Interest Period at 11:00 a.m. (London time)) plus 1.00% and (c) the Prime Rate; provided that in no event shall the Alternate Base Rate be less than 1.00% per annum for purposes of this Agreement. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Published LIBO RateAdjusted Term SOFR, as the case may be, shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Published LIBO RateAdjusted Term SOFR, as the case may be.

Applicable Charges” has the meaning assigned to such term in Section 9.19.

Applicable Percentage” means, (a) with respect to any Term Lender of any Class, a percentage equal to a fraction the numerator of which is the aggregate outstanding principal amount of the Term Loans and unused Additional Term Loan Commitments of such Term Lender under such Class and the denominator of which is the aggregate outstanding principal amount of the Term Loans and unused Additional Term Loan Commitments of all Term Lenders under such Class and (b) with respect to any Revolving Lender of any Class, the percentage of the aggregate amount of the Revolving Credit


3


Commitments of such Class represented by such Lender’s Revolving Credit Commitment of such Class; provided that for purposes of Section 2.21 and otherwise herein when there is a Defaulting Lender, such Defaulting Lender’s Revolving Credit Commitment shall be disregarded for any relevant calculation. In the case of clause (b), in the event that the Revolving Credit Commitments of any Class have expired or been terminated, the Applicable Percentage of any Revolving Lender of such Class shall be determined on the basis of the Revolving Credit Exposure of such Revolving Lender with respect to such Class, giving effect to any assignments and to any Revolving Lender’s status as a Defaulting Lender at the time of determination.

Applicable Price” has the meaning assigned to such term in the definition of “Dutch Auction”.

Applicable Rate” means, for any day, with respect to the Initial Term Loans and the Revolving Loans, (ai) 0.75% per annum for ABR Loans and (bii) 1.75% per annum for LIBO RateTerm SOFR Loans.

The Applicable Rate for any Class of Additional Revolving Loans or Additional Term Loans shall be as set forth in the applicable Refinancing Amendment, Incremental Facility Amendment or Extension Amendment.

Approved Commercial Bank” means a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000.

Approved Fund” means, with respect to any Lender, any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and is administered, advised or managed by
(1)such Lender, (b) any Affiliate of such Lender or (c) any entity or any Affiliate of any entity that administers, advises or manages such Lender.

Arrangers” means the financial institutions listed as such on the cover page to this Agreement, in their capacities as such.

Assignment Agreement” means, collectively, each Assignment and Assumption and each Affiliated Lender Assignment and Assumption.

Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.05), and accepted by the Administrative Agent in the form of Exhibit A-1 or any other form approved by the Administrative Agent and Parent.
Auction” has the meaning assigned to such term in the definition of “Dutch Auction”. “Auction Agent” means (a) the Administrative Agent or any of its Affiliates or (b) any other
financial institution or advisor engaged by Parent (whether or not an Affiliate of the Administrative
Agent) to act as an arranger in connection with any Auction pursuant to the definition of “Dutch Auction”.

Auction Amount” has the meaning assigned to such term in the definition of “Dutch Auction”.

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Available Excluded Contribution Amount” means the aggregate amount of Cash or Cash Equivalents or the fair market value of other assets or property (as determined by Parent in good faith, but excluding any Cure Amount) received by Parent or any of its Restricted Subsidiaries after the Closing Date from:

a.contributions in respect of Qualified Capital Stock (other than any amounts or other assets received from Parent or any of its Restricted Subsidiaries), and

b.the sale of Qualified Capital Stock of Parent or any of its Restricted Subsidiaries (other than (x) to Parent or any Restricted Subsidiary of Parent, (y) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or (z) with the proceeds of any loan or advance made pursuant to Section 6.06(h)(ii)),

in each case, designated as Available Excluded Contribution Amounts pursuant to a certificate of a Responsible Officer on or promptly after the date the relevant capital contribution is made or the relevant proceeds are received, as the case may be, and which are excluded from the calculation of the Available Amount.

Available RDP Capacity Amount” means the amount of Restricted Debt Payments that may be made at the time of determination pursuant to Section 6.04(b)(iv)(A) minus the amount of the Available RDP Capacity Amount utilized by Parent or any Restricted Subsidiary to make Investments pursuant to Section 6.06(q)(ii).

Available RP Capacity Amount” means the amount of Restricted Payments that may be made at the time of determination pursuant to Sections 6.04(a)(i)(D), (a)(ii), (a)(vi), (a)(ix), (a)(xii), (a)(xviii) and (a)(xix) minus the aggregate amount of the Available RP Capacity Amount utilized by Parent or any Restricted Subsidiary to (a) make Investments pursuant to Section 6.06(q)(ii) or (b) make Restricted Debt Payments pursuant to Section 6.04(b)(iv)(B).

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.14(d).

Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.


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Banking Services” means (a) any Local Facility and (b) each and any of the following bank services: commercial credit cards, stored value cards, debit cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services, including all obligations arising from the financing or honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business), employee credit card programs, cash pooling services, foreign exchange and currency management services and any arrangements or services similar to any of the foregoing and/or otherwise in connection with Cash management and Deposit Accounts.

Banking Services Obligations” means any and all obligations of Parent or any Restricted Subsidiary, if such obligations are related to the operations of Parent and its Restricted Subsidiaries, whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) (a) under any arrangement that is in effect on the Closing Date between such Loan Party or any such Restricted Subsidiary and a counterparty that is (or is an Affiliate of) the Administrative Agent, any Lender or any Arranger as of the Closing Date or (b) under any arrangement that is entered into after the Closing Date by any Loan Party or any such Restricted Subsidiary with any counterparty that is (or is an Affiliate of) the Administrative Agent, any Lender or any Arranger at the time such arrangement is entered into, in each case, in connection with Banking Services, in each case, that has been designated to the Administrative Agent pursuant to an Additional Secured Party Acknowledgment by Parent as being an additional secured party for purposes of the Loan Documents, it being understood that each counterparty thereto shall be deemed (A) to appoint the Administrative Agent as its agent under the applicable Loan Documents and (B) to agree to be bound by the provisions of Article 8, Section 9.03 and Section 9.10 and each Acceptable Intercreditor Agreement, in each case as if it were a Lender.

Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.).
“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.14.
“Benchmark Replacement” means, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (a) the sum of Daily Simple SOFR and the Benchmark Replacement Adjustment; or (b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (x) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (y) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then current Benchmark for U.S. dollar-denominated syndicated credit facilities and (ii) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than 0.00%, the Benchmark Replacement will be deemed to be 0.00% for the purposes of this Agreement.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or


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negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to either the use or administration of Adjusted Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Interest Period,” the definition of “Business Day,” timing and frequency of determining rates and making payments of interest and other administrative matters) as may be mutually agreed by Administrative Agent and the Borrower are necessary to reflect the adoption and implementation of such rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with this Agreement with the prior written consent of the Borrower, not to be unreasonably withheld, delayed or conditioned).
“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark:
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then current Benchmark:


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(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(2) a public statement or publication of information by the