RGHL/Bev Pack Q2 2014

6-K 1 rghlbevpackq22014.htm 6-K RGHL/Bev Pack Q2 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

Form 6-K

____________

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

August 6, 2014

Commission File Number: 333-177693

Reynolds Group Holdings Limited

(Translation of registrant's name into English)

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1010 New Zealand

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

QUARTERLY REPORT

For the three and six month periods ended June 30, 2014

REYNOLDS GROUP HOLDINGS LIMITED

New Zealand

(Jurisdiction of incorporation or organization)

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1010 New Zealand

Attention: Joseph Doyle

Tel: +1 847 482 2409

QUARTERLY REPORT

For the three and six month periods ended June 30, 2014

BEVERAGE PACKAGING HOLDINGS GROUP

Luxembourg

(Jurisdiction of incorporation or organization)

c/o Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1010 New Zealand

Attention: Joseph Doyle

Tel: +1 847 482 2409

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 Group Holdings Limited
	(Registrant)

	By:	/s/ ALLEN HUGLI
	Allen Hugli
	Chief Financial Officer
	August 6, 2014

Table of Contents



PART I--FINANCIAL INFORMATION			6
	ITEM 1. FINANCIAL STATEMENTS		6
	ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		7
		Overview	7
		Key Factors Influencing our Financial Condition and Results of Operations	8
		Results of Operations	11
		Differences Between RGHL Group and Beverage Packaging Holdings Group Results of Operations	31
		Liquidity and Capital Resources	32
		Accounting Principles	34
		Critical Accounting Policies	34
		Recently Issued Accounting Pronouncements	35
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		35
	ITEM 4. CONTROLS AND PROCEDURES		36
PART II--OTHER INFORMATION			37
	ITEM 1. LEGAL PROCEEDINGS		37
	ITEM 1A. RISK FACTORS		37
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		37
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES		37
	ITEM 4. MINE SAFETY DISCLOSURE		37
	ITEM 5. OTHER INFORMATION		37
	ITEM 6. EXHIBITS		37

Introductory Note

In this quarterly report, references to “we,” “us,” “our” or the "RGHL Group" are to Reynolds Group Holdings Limited ("RGHL") and its consolidated subsidiaries, unless otherwise indicated.

Certain financial information that is normally included in annual financial statements, including certain financial statement notes, is not required for interim reporting purposes and has been condensed or omitted in this quarterly report. Our annual report on Form 20-F for the year ended December 31, 2013 filed with the United States Securities and Exchange Commission (the "SEC") on February 27, 2014 (the "Annual Report") also includes certain other information about our business, including risk factors and more detailed descriptions of our businesses, which is not included in this quarterly report. This quarterly report should be read in conjunction with the Annual Report, including the consolidated financial statements and notes thereto included therein. A copy of the Annual Report, including the exhibits thereto, may be read and copied at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site at http://www.sec.gov, from which interested persons can electronically access the Annual Report. The Annual Report can also be found at www.reynoldsgroupholdings.com, or a copy will be provided free of charge upon written request to Mr. Joseph Doyle, RGHL Group Legal Counsel, 1900 West Field Court, Lake Forest, Illinois, 60045.

We have prepared this quarterly report pursuant to (i) the requirements of the indentures that govern our senior secured notes (collectively, the "Reynolds Senior Secured Notes") and our senior notes (collectively, the "Reynolds Senior Notes") that are covered by an effective registration statement as described below and the 2013 Notes as defined below and (ii) the credit agreement with our lenders governing our senior secured credit facilities (the “Senior Secured Credit Facilities”). Our outstanding notes include:


•	Notes covered by an effective registration statement filed with the SEC (collectively, the “Reynolds Notes”), comprised of:


•	The September 2012 5.750% Senior Secured Notes due 2020


•	The February 2012 9.875% Senior Notes due 2019


•	The August 2011 7.875% Senior Secured Notes due 2019 and the 9.875% Senior Notes due 2019


•	The February 2011 6.875% Senior Secured Notes due 2021 and the 8.250% Senior Notes due 2021


•	The October 2010 7.125% Senior Secured Notes due 2019 and the 9.000% Senior Notes due 2019


•	The May 2010 8.500% Senior Notes due 2018


•	Notes not covered by an effective registration statement filed with the SEC (collectively, the "2013 Notes"), comprised of:


•	The November 2013 5.625% Senior Notes due 2016 (the "2013 Senior Notes") and the December 2013 6.000% Senior Subordinated Notes due 2017 (the "2013 Senior Subordinated Notes")

The indentures governing certain of our outstanding notes also require us to provide certain information for Beverage Packaging Holdings Group ("Bev Pack"), comprised of Beverage Packaging Holdings (Luxembourg) I S.A. ("BP I") and its consolidated subsidiaries and Beverage Packaging Holdings (Luxembourg) II S.A. ("BP II"), subsidiaries of RGHL. These indentures, as well as the Senior Secured Credit Facilities, are described more fully in our Annual Report. Additionally, refer to note 12 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for more information.

Non-GAAP Financial Measures

In this quarterly report, we utilize certain non-GAAP financial measures and ratios, including earnings before interest, tax, depreciation and amortization (“EBITDA”) and Adjusted EBITDA, each with the meanings and as calculated as set forth in “Part I - Financial Information — Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations.” These measures are presented because we believe that they and similar measures are widely used in the markets in which we operate as a means of evaluating a company’s operating performance and financing structure and, in certain cases, because those measures are used to determine compliance with covenants in our debt agreements and compensation of certain management.They may not be comparable to other similarly titled measures of other companies and are not measurements under International Financial Reporting Standards (“IFRS"), as issued by the International Accounting Standards Board (“IASB"), generally accepted accounting principles in the United States of America (“U.S. GAAP"), or other generally accepted accounting principles, nor should they be considered as substitutes for the information contained in our historical financial statements prepared in accordance with IFRS included in this quarterly report. For additional information regarding the non-GAAP financial measures used by management, refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

Forward-Looking Statements

This quarterly report includes forward-looking statements. Forward-looking statements include statements regarding our goals, beliefs, plans or current expectations, taking into account the information currently available to our management. Forward-looking statements are not statements of historical fact. For example, when we use words such as “believe,” “anticipate,” “expect,” “estimate,” “plan,” “intend,” “should,” “would,” “could,” “may,” "might," “will” or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements. We have based these forward-looking statements on our management's current view with respect to future events and financial performance and future business and economic conditions more generally. These views reflect the best judgment of our management, but involve a number of risks and uncertainties which could cause actual results to differ materially from those predicted in our forward-looking statements and from past results, performance or achievements. Although we believe that the estimates and the projections reflected in the forward-looking statements are reasonable,

such estimates and projections may prove to be incorrect, and our actual results may differ from those described in our forward-looking statements as a result of the following risks, uncertainties and assumptions, among others:


•	risks related to the future costs of raw materials, energy and freight;


•	risks related to economic downturns in our target markets;


•	risks related to changes in consumer lifestyle, eating habits, nutritional preferences and health-related and environmental concerns that may harm our business and financial performance;


•	risks related to complying with environmental, health and safety laws or as a result of satisfying any liability or obligation imposed under such laws;


•	risks related to the impact of a loss of any of our key manufacturing facilities;


•	risks related to our exposure to environmental liabilities and potential changes in legislation or regulation;


•	risks related to our dependence on key management and other highly skilled personnel;


•	risks related to the consolidation of our customer bases, competition and pricing pressure;


•	risks related to exchange rate fluctuations;


•	risks related to dependence on the protection of our intellectual property and the development of new products;


•	risks related to our pension plans;


•	risks related to acquisitions, including completed and future acquisitions, such as the risks that we may be unable to complete an acquisition in the timeframe anticipated, on its original terms, or at all, or that we may not be able to achieve some or all of the benefits that we expect to achieve from such acquisitions, including risks related to integration of our acquired businesses;


•	risks related to our hedging activities which may result in significant losses and in period-to-period earnings volatility;


•	risks related to our suppliers of raw materials and any interruption in our supply of raw materials;


•	risks related to our substantial indebtedness and our ability to service our current and future indebtedness;


•	risks related to increases in interest rates which would increase the cost of servicing our debt;


•	risks related to restrictive covenants in certain of our outstanding notes and our other indebtedness which could adversely affect our business by limiting our operating and strategic flexibility; and


•	risks related to other factors discussed or referred to in this quarterly report.

The risks described above and the risks disclosed in or referred to in "Part II - Other Information — Item 1A. Risk Factors” in this quarterly report and in "Part I — Item 3. Key Information — Risk Factors” of our Annual Report are not exhaustive. Other sections of this quarterly report describe additional factors that could adversely affect our business, financial condition or results of operations. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and included elsewhere in this quarterly report.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Refer to the attached F pages and G pages of this quarterly report for the interim unaudited condensed consolidated financial statements and notes thereto for the three and six month periods ended June 30, 2014 and June 30, 2013 for the RGHL Group and for Bev Pack, respectively.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis includes forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements with respect to our actual results. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this quarterly report. Refer to “Forward-Looking Statements” and "Part II - Other Information — Item 1A. Risk Factors” included elsewhere in this quarterly report and "Part I — Item 3. Key Information — Risk Factors" of our Annual Report.

Overview

RGHL was incorporated on May 30, 2006 in New Zealand under the Companies Act 1993. We are a leading global manufacturer and supplier of consumer food, beverage and foodservice packaging products. We are one of the largest consumer food, beverage and foodservice packaging companies in the United States, as measured by revenue, with leading market positions in many of our product lines based on management's analysis of industry data. We sell our products to customers globally, including to a diversified mix of leading multinational companies, large national and regional companies and small local businesses. We primarily serve the consumer food, beverage and foodservice market segments. We operate through six segments: SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging.

Our Segments

SIG

SIG is a leading manufacturer of aseptic carton packaging systems for both beverage and liquid food products, including juices, milk, soups and sauces. Aseptic carton packaging, most prevalent in Europe and Asia, is designed to allow beverages or liquid food to be stored for extended periods of time without refrigeration. SIG supplies complete aseptic carton packaging systems, which include aseptic filling machines, aseptic cartons, spouts, caps and closures and related services. SIG has a large global customer base with its largest presence in Europe.

Evergreen

Evergreen is a vertically integrated, leading manufacturer of fresh carton packaging for beverage products, primarily serving the juice and milk markets. Fresh carton packaging, most predominant in North America, is designed for beverages that require a cold-chain distribution system, and therefore have a more limited shelf life than beverages in aseptic carton packaging. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons, spouts and filling machines. Evergreen produces liquid packaging board for its internal requirements and to sell to other fresh beverage carton manufacturers. Evergreen also produces paper products, including coated groundwood primarily for catalogs, inserts, magazine and commercial printing, and uncoated freesheet primarily for envelope, specialty and offset printing paper. Evergreen has a large customer base and operates primarily in North America.

Closures

Closures is a leading manufacturer of plastic beverage caps and closures, primarily serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market. Closures’ products also serve the liquid dairy, food, beer and liquor and automotive fluid markets. In addition to supplying plastic caps and closures, Closures also offers high speed rotary capping equipment, which secures caps on a variety of packaging, and related services. Closures has a large global customer base with its largest presence in North America.

Reynolds Consumer Products

Reynolds Consumer Products is a leading U.S. manufacturer of branded and store branded consumer products such as aluminum foil, wraps, waste bags, food storage bags and disposable tableware and cookware. These products are typically used by consumers in their homes and are sold through a variety of retailers. Reynolds Consumer Products sells many of its products under well known brands, such as Reynolds and Hefty, and also offers store branded products. Reynolds Consumer Products has a large customer base and operates primarily in North America.

Pactiv Foodservice

Pactiv Foodservice is a leading manufacturer of foodservice and food packaging products. Pactiv Foodservice offers a comprehensive range of products including tableware items, takeout service containers, clear rigid-display packaging, microwaveable containers, foam trays, dual-ovenable paperboard containers, cups and lids, molded fiber and polyethylene terephthalate ("PET") egg cartons, meat and poultry trays, absorbent tray pads, plastic film and aluminum containers. Pactiv Foodservice distributes its foodservice and food packaging products to foodservice distributors, food processors, supermarket distributors, supermarkets and restaurants. Pactiv Foodservice has a large customer base and operates primarily in North America.

Graham Packaging

Graham Packaging is a leading designer and manufacturer of value-added, custom blow molded plastic containers for branded consumer products. Graham Packaging focuses on product categories where customers and end-users value the technology and innovation that Graham Packaging's custom plastic containers offer as an alternative to traditional packaging materials such as glass, metal and paperboard. Graham Packaging has a large global customer base with its largest presence in North America.

Inter-segment Sales

to the consolidated financial results. With this change, all inter-segment pricing is determined with reference to prevailing market pricing on an arm's-length basis.

Strategic Reviews

On July 28, 2014, the RGHL Group announced it is undertaking a strategic review of its ownership of its Evergreen and Closures businesses. This initiative is part of a review and possible reallocation of capital and resources within the RGHL Group's business portfolio. In addition, as a result of an approach received, the RGHL Group has decided to also undertake a strategic review of its SIG business. Both reviews may result in a decision to sell some or all of those businesses, although no decision has been made at this time to do so.

Key Factors Influencing our Financial Condition and Results of Operations

The following discussion should be read in conjunction with “Key Factors Influencing our Financial Condition and Results of Operations” in “Part I — Item 5. Operating and Financial Review and Prospects” of our Annual Report, which discusses further key factors influencing our financial condition and results of operations.

Acquisitions, Substantial Leverage and Other Transaction-Related Effects

The six segments in which we operate have all been acquired through a series of transactions. Our results of operations, financial position and cash flows are significantly impacted by the effects of these acquisitions, which were financed primarily through borrowings, including transaction-related debt commitment fees and recurring interest costs. In addition, from time to time, we refinance our borrowings which also can have a significant impact on our results of operations.

As of June 30, 2014, our total indebtedness of $18,115 million was comprised of the outstanding principal amounts of our borrowings and bank overdrafts. As reflected in our consolidated statement of financial position, we had total borrowings of $17,930 million, consisting of total indebtedness netted with unamortized debt issuance costs, original issue discounts and embedded derivatives. For more information regarding our external borrowings, refer to note 12 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report. Our future results of operations, including our net financial expenses, will be significantly affected by our substantial indebtedness. The servicing of this indebtedness has had and will continue to have an impact on our cash flows and cash balance. For more information, refer to “— Liquidity and Capital Resources.”

Restructuring and Cost Saving Programs

We have implemented a number of restructuring and cost saving programs in order to reduce our operating costs. During the six month period ended June 30, 2014, we incurred restructuring charges of $51 million and operational process engineering-related consultancy costs of $8 million. The restructuring costs were primarily incurred by SIG, Pactiv Foodservice and Graham Packaging and largely related to workforce reductions and consolidation of facilities.

Raw Materials and Energy Prices

Our results of operations are impacted by changes in the costs of our raw materials and energy prices. The primary raw materials used to manufacture our products are resins, aluminum, fiber (principally raw wood and wood chips) and paperboard (principally cartonboard and cupstock). We also use commodity chemicals, steel and energy, including fuel oil, electricity, natural gas and coal, to manufacture our products.

Principal raw materials used by each of our segments are as follows (in order of cost significance):


•	SIG — cartonboard, resin, aluminum


•	Evergreen — fiber, resin


•	Closures — resin


•	Reynolds Consumer Products — resin, aluminum


•	Pactiv Foodservice — resin, paperboard, aluminum


•	Graham Packaging — resin

Historical index prices of resin, aluminum and paperboard for the past two years are shown in the charts below. These charts present index prices and do not represent the prices at which we purchased these raw materials.

Source: Chemical Market Associates Inc.

Resin prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products.

Source: Platts Metal Weekly

Aluminum prices can fluctuate significantly as aluminum is a cyclical commodity with prices subject to global market factors. These factors include speculative activities by market participants, production capacity, strength or weakness in key end-markets such as housing and transportation, political and economic conditions and production costs in major production regions.

Source: Pulp and Paper Week

The prices of cupstock and cartonboard may fluctuate due to external conditions such as weather, product scarcity, currency and commodity market fluctuations and changes in governmental policies and regulations.

Results of Operations

The following discussion should be read in conjunction with our interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report. Detailed comparisons of revenue and results of operations are presented in the discussions of the operating segments, which follow the RGHL Group discussion.

Three month period ended June 30, 2014 compared to the three month period ended June 30, 2013

RGHL Group



	For the three month period ended June 30,
(In $ million)	2014		% of revenue		2013		% of revenue		Change		% change
Revenue	3,615		100	%	3,613		100	%	2		—	%
Cost of sales	(2,920	)	(81	)%	(2,909	)	(81	)%	(11	)	—	%
Gross profit	695		19	%	704		19	%	(9	)	(1	)%
Selling, marketing and distribution expenses/General and administration expenses	(311	)	(9	)%	(321	)	(9	)%	10		(3	)%
Net other income (expense)	(17	)	—	%	(36	)	(1	)%	19		(53	)%
Share of profit of associates and joint ventures, net of income tax	7		—	%	7		—	%	—		—	%
Profit from operating activities	374		10	%	354		10	%	20		6	%
Financial income	8		—	%	32		1	%	(24	)	(75	)%
Financial expenses	(376	)	(10	)%	(501	)	(14	)%	125		(25	)%
Net financial expenses	(368	)	(10	)%	(469	)	(13	)%	101		(22	)%
Profit (loss) before income tax	6		—	%	(115	)	(3	)%	121		NM
Income tax (expense) benefit	(125	)	(3	)%	266		7	%	(391	)	NM
Profit (loss) after income tax	(119	)	(3	)%	151		4	%	(270	)	NM
Depreciation and amortization	235		7	%	256		7	%	(21	)	(8	)%
RGHL Group EBITDA⁽¹⁾	609		17	%	610		17	%	(1	)	—	%
RGHL Group Adjusted EBITDA⁽¹⁾	678		19	%	659		18	%	19		3	%

(1)

EBITDA is defined as profit from operating activities plus depreciation of property, plant and equipment and investment properties and amortization of intangible assets. Adjusted EBITDA, a measure used by our management to measure operating performance, is defined as EBITDA, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income or expense, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write-downs and equity method profit net of cash distributed. EBITDA and Adjusted EBITDA are not presentations made in accordance with IFRS, are not measures of financial condition, liquidity or profitability and should not be considered as an alternative to profit from operations for the period determined in accordance with IFRS or operating cash flows determined in accordance with IFRS. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow, as they do not take into account certain items such as interest and principal payments on our indebtedness, working capital needs, tax payments and capital expenditures. We believe that the inclusion of EBITDA and Adjusted EBITDA in this quarterly report is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We believe that issuers of high yield debt securities present EBITDA and Adjusted EBITDA because investors, analysts and rating agencies consider these measures useful. Because not all companies calculate EBITDA and Adjusted EBITDA identically, this presentation of EBITDA and Adjusted EBITDA may not be comparable to the similarly titled measures of other companies.

Revenue. Revenue was relatively flat. Revenue increased at SIG primarily due to favorable foreign currency exchange rates, at Evergreen primarily due to price increases, at Reynolds Consumer Products due to incremental revenue from the acquisition of Trans Western Polymers, Inc. ("Trans Western") in November 2013 and at Pactiv Foodservice driven by higher volume, partially offset by a decrease related to unfavorable product mix and unfavorable pricing. These increases in revenue were partially offset by a decrease in revenue at Closures primarily due to the sale of its aluminum closures business in Germany in January 2014 and at Graham Packaging primarily driven by lower sales volume. Foreign currency exchange rates had a net unfavorable impact of $2 million driven primarily by an unfavorable impact at Closures and Graham Packaging, partially offset by a favorable impact at SIG.

Cost of Sales. Cost of sales increased by $11 million. Cost of sales increased at Reynolds Consumer Products and Pactiv Foodservice primarily due to higher sales volume and higher raw material costs. These increases were partially offset by decreases at SIG primarily due to reduced depreciation and amortization expense and product mix, largely offset by an increase in restructuring expense, at Closures primarily due to lower sales volume and at Graham Packaging primarily driven by lower sales volume and reduced depreciation and amortization expense. Evergreen's cost of sales remained relatively flat. Cost of sales as a percentage of revenue increased at Reynolds Consumer Products and Pactiv Foodservice and decreased at SIG, Evergreen, Closures and Graham Packaging. Foreign currency exchange rates had a net favorable impact of $5 million driven primarily by a favorable impact at Closures and Graham Packaging, partially offset by an unfavorable impact at SIG.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $10 million, or 3%. This was primarily attributable to a decrease at Closures as a result of savings resulting from 2013 restructuring initiatives and the sale of the aluminum closures business in Germany, at Pactiv Foodservice driven by personnel-related cost savings in North America and at Corporate due to decreased pension expense. These decreases were partially offset by increases at SIG primarily due to increased research and development and restructuring expenses and at Graham Packaging due to an increase in personnel-related costs and restructuring costs.

Net Other. Net other expense decreased by $19 million to $17 million. This decrease was primarily driven by a decrease of $32 million in unrealized losses on derivatives, lower business integration costs of $11 million at Graham Packaging, a favorable impact of $3 million from insurance recoveries, net of costs incurred at Pactiv Foodservice, and a decrease of $5 million in restructuring costs presented in net other. These decreases were partially offset by a $39 million related party management fee.

Net Financial Expenses. Net financial expenses decreased by $101 million, or 22%. The decrease was primarily attributable to a decrease of $136 million in the losses in fair value of embedded derivatives and a decrease of $12 million in interest expense due to a decrease in interest rates, partially offset by a decrease of $45 million in foreign currency exchange gains.

We are primarily exposed to foreign currency exchange risk that impacts the reported financial income and financial expenses of the RGHL Group as a result of the remeasurement at each reporting date of cash and cash equivalents and indebtedness that are denominated in currencies other than the functional currencies of the respective entities. For the three month period ended June 30, 2014, the RGHL Group's primary foreign currency exchange exposure resulted from euro-denominated net intercompany borrowings receivable in a dollar functional currency entity. In addition, we are exposed to foreign currency exchange risk on certain other intercompany borrowings between certain of our entities with different functional currencies. As a result of the changes in foreign currency exchange rates, the RGHL Group recognized a foreign currency exchange loss of $21 million during the three month period ended June 30, 2014 compared to a foreign currency exchange gain of $24 million during the three month period ended June 30, 2013. For more information regarding the RGHL Group's financial expenses and borrowings, refer to notes 8 and 12, respectively, of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report. For more information regarding the sensitivity of the foreign currency exchange rates on these borrowings, refer to “— Item 3. Quantitative and Qualitative Disclosure about Market Risk — Foreign Currency Exchange Rate Risk.”

Income Tax Expense. In interim periods, the RGHL Group computes an estimated annual effective tax rate for each taxing jurisdiction based on forecasted full-year pre-tax income and permanent items. The estimated annual effective tax rate is applied to each taxing jurisdiction's year-to-date pre-tax income, excluding items for which the tax impact is determined separately. The annualized tax rate calculation allocates estimated full-year income taxes between interim periods, but has no effect on cash taxes paid.

For the three month period ended June 30, 2014, the RGHL Group recognized income tax expense of $125 million on profit before income tax of $6 million, compared to an income tax benefit of $266 million on a loss before income tax of $115 million for the three month period ended June 30, 2013. The increase in the effective tax rate is primarily a result of higher U.S. tax expense from the application of the estimated full year U.S. annual effective tax rate to actual pre-tax income in the U.S.

Depreciation and Amortization. Depreciation and amortization decreased by $21 million, or 8%, primarily due to certain assets becoming fully depreciated or amortized at SIG and Graham Packaging and the extension of the useful lives of certain assets at SIG.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the RGHL Group is as follows:



	For the three month period ended June 30,
(In $ million)	2014		2013
Profit from operating activities	374		354
Depreciation and amortization	235		256
EBITDA⁽¹⁾	609		610
Included in the RGHL Group EBITDA:
Asset impairment charges	4		2
Business acquisition and integration costs	1		11
Equity method profit, net of cash distributed	(1	)	(1	)
Gain on sale of businesses and properties	—		(1	)
Non-cash pension expense	8		15
Operational process engineering-related consultancy costs	4		1
Plant damages and associated insurance recoveries, net	—		(1	)
Related party management fee	39		—
Restructuring costs, net of reversals	32		8
Unrealized (gain) loss on derivatives	(19	)	13
Other	1		2
RGHL Group Adjusted EBITDA⁽¹⁾	678		659
Segment detail of Adjusted EBITDA:
SIG	139		123
Evergreen	72		57
Closures	51		47
Reynolds Consumer Products⁽²⁾	132		133
Pactiv Foodservice⁽²⁾	153		170
Graham Packaging	140		143
Corporate/Unallocated⁽²⁾⁽³⁾	(9	)	(14	)
RGHL Group Adjusted EBITDA⁽¹⁾	678		659

(1)


(2)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.


(3)	Corporate/Unallocated includes holding companies and certain debt issuer companies which support the entire RGHL Group and which are not part of a specific segment. It also includes eliminations of transactions between segments.

SIG Segment



	For the three month period ended June 30,
(In $ million)	2014		% of segment revenue		2013		% of segment revenue		Change		% change
External revenue	562		100	%	560		100	%	2		—	%
Inter-segment revenue	—		—	%	—		—	%	—		—	%
Total segment revenue	562		100	%	560		100	%	2		—	%
Cost of sales	(424	)	(75	)%	(426	)	(76	)%	2		—	%
Gross profit	138		25	%	134		24	%	4		3	%
Selling, marketing and distribution expenses/ General and administration expenses	(58	)	(10	)%	(55	)	(10	)%	(3	)	5	%
Net other income (expense)	8		1	%	(11	)	(2	)%	19		NM
Profit from operating activities	94		17	%	74		13	%	20		27	%
SIG segment EBITDA	125		22	%	116		21	%	9		8	%
SIG segment Adjusted EBITDA	139		25	%	123		22	%	16		13	%

Revenue. Revenue was relatively unchanged.

Revenue in Europe was flat compared with the prior year. A $12 million decrease resulting from a combination of lower sales volume and price mix due to lower market demand was offset by a favorable foreign currency impact of $12 million due to the weakening of the dollar against the euro.

Revenue in the rest of the world increased by $2 million, or 1%. The increase was primarily attributable to strong growth in the Americas, particularly South America, partially offset by lower volume in Asia Pacific, particularly China due to lower demand, and lower revenue in the Middle East due to political instability in the region. Foreign currency impact was an unfavorable $4 million due to the weakening of the Brazilian real and the Thai baht against the dollar.

Cost of Sales. Cost of sales was relatively unchanged. The decrease in cost of sales was primarily driven by a $4 million decrease related to lower sales volume, a $4 million decrease in amortization expense due to fully amortized customer relationship intangible assets, a $7 million decrease in depreciation expense primarily due to extending the useful lives of filling lines and a $10 million decrease due to the impact of product mix as well as benefits from previously implemented restructuring initiatives. These decreases were partially offset by current year restructuring expenses of $16 million, a $1 million increase in raw material prices and an unfavorable foreign currency impact of $6 million. For each of the three month periods ended June 30, 2014 and June 30, 2013, raw material costs accounted for 68% of SIG's cost of sales.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses increased by $3 million, or 5%. The increase was primarily due to a $2 million increase in research and development expense and $2 million of restructuring expenses.

Net Other. Net other changed by $19 million to net other income of $8 million. This change was primarily attributable to an increase of $13 million in net unrealized gains on derivatives and a $7 million increase in foreign currency exchange gains. Net unrealized gains on derivatives have been included in the segment's Adjusted EBITDA calculation for the respective periods.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our SIG segment is as follows:



	For the three month period ended June 30,
(In $ million)	2014		2013
Profit from operating activities	94		74
Depreciation and amortization	31		42
EBITDA	125		116
Included in SIG segment EBITDA:
Equity method profit, net of cash distributed	—		(1	)
Operational process engineering-related consultancy costs	2		1
Restructuring costs, net of reversals	18		—
Unrealized (gain) loss on derivatives	(6	)	7
SIG segment Adjusted EBITDA	139		123

Evergreen Segment



	For the three month period ended June 30,
(In $ million)	2014		% of segment revenue		2013		% of segment revenue		Change		% change
External revenue	401		94	%	384		94	%	17		4	%
Inter-segment revenue	24		6	%	24		6	%	—		—	%
Total segment revenue	425		100	%	408		100	%	17		4	%
Cost of sales	(346	)	(81	)%	(345	)	(85	)%	(1	)	—	%
Gross profit	79		19	%	63		15	%	16		25	%
Selling, marketing and distribution expenses/ General and administration expenses	(23	)	(5	)%	(21	)	(5	)%	(2	)	10	%
Net other income (expense)	—		—	%	(1	)	—	%	1		(100	)%
Profit from operating activities	57		13	%	42		10	%	15		36	%
Evergreen segment EBITDA	72		17	%	56		14	%	16		29	%
Evergreen segment Adjusted EBITDA	72		17	%	57		14	%	15		26	%

Revenue. Total segment revenue increased by $17 million, or 4%. This increase was attributable to a $13 million increase in sales of liquid packaging board due to $7 million in higher sales volume and $6 million in price and mix improvements. Revenue from paper products increased $6 million due to $3 million in higher sales volume and $3 million in price and mix improvements. These increases were partially offset by a decrease of $2 million in revenue from carton packaging due to $9 million in lower sales volume, partially offset by $7 million in price and mix improvements.

Cost of Sales. Cost of sales was relatively unchanged. The slight increase in cost of sales was driven by a $6 million increase due to the previously discussed increase in sales volume, partially offset by $5 million in lower production costs as Evergreen's facilities experienced favorable operating results, partially offset by unfavorable input costs, primarily fiber, resin and energy. For the three month periods ended June 30, 2014 and June 30, 2013, raw material costs accounted for 47% and 45% of Evergreen's cost of sales, respectively.

Gross Profit. Evergreen's gross profit is impacted by changes in the costs of raw materials, including fiber, resin, commodity chemicals and energy, including fuel oil, electricity, natural gas and coal. Evergreen purchases most of its raw materials and other input costs on the spot market and generally cannot immediately pass through price increases or declines to certain of its customers because the contractual price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. Due to the differences in timing between Evergreen's purchases of raw materials from its suppliers and sales to certain of its customers, there is often a lead-lag impact, with margins being negatively impacted in periods of rising raw material prices and positively impacted in periods of falling raw material prices.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses increased by $2 million, or 10%.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Evergreen segment is as follows:



	For the three month period ended June 30,
(In $ million)	2014		2013
Profit from operating activities	57		42
Depreciation and amortization	15		14
EBITDA	72		56
Included in Evergreen segment EBITDA:
Equity method profit, net of cash distributed	(1	)	—
Unrealized (gain) loss on derivatives	1		1
Evergreen segment Adjusted EBITDA	72		57

Closures Segment



	For the three month period ended June 30,
(In $ million)	2014		% of segment revenue		2013		% of segment revenue		Change		% change
External revenue	313		98	%	324		99	%	(11	)	(3	)%
Inter-segment revenue	5		2	%	4		1	%	1		25	%
Total segment revenue	318		100	%	328		100	%	(10	)	(3	)%
Cost of sales	(260	)	(82	)%	(271	)	(83	)%	11		(4	)%
Gross profit	58		18	%	57		17	%	1		2	%
Selling, marketing and distribution expenses/ General and administration expenses	(27	)	(8	)%	(31	)	(9	)%	4		(13	)%
Net other income (expense)	1		—	%	(2	)	(1	)%	3		NM
Profit from operating activities	32		10	%	24		7	%	8		33	%
Closures segment EBITDA	50		16	%	43		13	%	7		16	%
Closures segment Adjusted EBITDA	51		16	%	47		14	%	4		9	%

Revenue. Total segment revenue decreased by $10 million, or 3%.

Total segment revenue in North America decreased $4 million, or 3%. This decrease in revenue was primarily attributable to a decrease in sales volume of $8 million, primarily in Mexico and an unfavorable foreign currency impact of $2 million. These decreases were partially offset by favorable pricing of $6 million primarily resulting from the pass-through of higher resin costs to customers and lower claims.

Total segment revenue in the rest of the world decreased by $6 million, or 3%. This decrease was primarily a result of the sale of the aluminum closures business in Germany in January 2014, which reduced revenue by $14 million, and an unfavorable foreign currency impact of $4 million. This was partially offset by increased volume in Asia and South America and favorable pricing resulting from the pass-through of higher resin costs to customers.

Cost of Sales. Cost of sales decreased by $11 million, or 4%. This decrease was primarily due to lower sales volume, the benefit from prior year restructuring initiatives and lower claims expense. In addition, there was a favorable foreign currency impact of $7 million. These reductions were partially offset by $9 million resulting from higher raw material costs. For the three month periods ended June 30, 2014 and June 30, 2013, raw material costs accounted for 65% and 63% of Closures' cost of sales, respectively.

Gross Profit. Closures' gross profit is impacted by the pass-through of resin price increases to customers. Contractual price adjustments with customers do not occur simultaneously with actual resin purchase price fluctuations, but rather on a monthly, quarterly, semi-annual or other basis. Therefore, due to the difference in timing between Closures' purchase of resin from its suppliers and sales of products to its customers, pricing related to the pass-through of resin price fluctuations to customers directly impacts gross profit.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $4 million, or 13%. This decrease is primarily due to savings resulting from 2013 restructuring initiatives, the sale of the aluminum closures business in Germany, reduced professional fees and favorable foreign currency impact.

Net Other. Net other changed by $3 million to net other income of $1 million primarily due to lower restructuring costs. This item has been included in the segment’s Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Closures segment is as follows:



	For the three month period ended June 30,
(In $ million)	2014	2013
Profit from operating activities	32	24
Depreciation and amortization	18	19
EBITDA	50	43
Included in Closures segment EBITDA:
Restructuring costs, net of reversals	1	4
Unrealized (gain) loss on derivatives	—	(1	)
Other	—	1
Closures segment Adjusted EBITDA	51	47

Reynolds Consumer Products Segment



	For the three month period ended June 30,
(In $ million)	2014		% of segment revenue		2013⁽¹⁾		% of segment revenue		Change		% change
External revenue	691		96	%	654		95	%	37		6	%
Inter-segment revenue	31		4	%	31		5	%	—		—	%
Total segment revenue	722		100	%	685		100	%	37		5	%
Cost of sales	(557	)	(77	)%	(515	)	(75	)%	(42	)	8	%
Gross profit	165		23	%	170		25	%	(5	)	(3	)%
Selling, marketing and distribution expenses/ General and administration expenses	(59	)	(8	)%	(61	)	(9	)%	2		(3	)%
Net other income (expense)	7		1	%	(3	)	—	%	10		NM
Profit from operating activities	113		16	%	106		15	%	7		7	%
Reynolds Consumer Products segment EBITDA	136		19	%	129		19	%	7		5	%
Reynolds Consumer Products segment Adjusted EBITDA	132		18	%	133		19	%	(1	)	(1	)%


(1)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.

Revenue. Total segment revenue increased by $37 million, or 5%. The increase was driven by $34 million of incremental revenue from the acquisition of Trans Western. Higher volume in the waste, storage and cooking product categories was partially offset by lower volume in the tableware category.

Cost of Sales. Cost of sales increased by $42 million, or 8%. This increase was primarily driven by higher net revenue and $12 million of higher raw material costs. For each of the three month periods ended June 30, 2014 and June 30, 2013, raw material costs accounted for 74% of Reynolds Consumer Products' cost of sales.

Gross Profit. Reynolds Consumer Products generally cannot immediately pass through price increases or declines to its customers because the contractual price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. For most resin-based products, there is a time lag between the purchase of raw materials by Reynolds Consumer Products and the pass-through of raw material price fluctuations to customers. Due to the differences in timing between Reynolds Consumer Products' purchases of resin from its suppliers and sales to its customers, there is often a lead-lag impact, during which margins are negatively impacted in periods of rising resin prices and positively impacted in periods of falling resin prices. For branded products, contracts with customers do not contain contractual price protection for raw material cost fluctuations.

Net Other. Net other changed by $10 million to net other income of $7 million. This change was primarily attributable to a change in the unrealized movements in derivatives. This item has been included in the segment's Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Reynolds Consumer Products segment is as follows:



	For the three month period ended June 30,
(In $ million)	2014		2013⁽¹⁾
Profit from operating activities	113		106
Depreciation and amortization	23		23
EBITDA	136		129
Included in Reynolds Consumer Products segment EBITDA:
Business acquisition and integration costs	1		—
Restructuring costs, net of reversals	—		1
Unrealized (gain) loss on derivatives	(6	)	3
Other	1		—
Reynolds Consumer Products segment Adjusted EBITDA	132		133


(1)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.

Pactiv Foodservice Segment



	For the three month period ended June 30,
(In $ million)	2014		% of segment revenue		2013⁽¹⁾		% of segment revenue		Change		% change
External revenue	902		87	%	900		86	%	2		—	%
Inter-segment revenue	136		13	%	150		14	%	(14	)	(9	)%
Total segment revenue	1,038		100	%	1,050		100	%	(12	)	(1	)%
Cost of sales	(891	)	(86	)%	(864	)	(82	)%	(27	)	3	%
Gross profit	147		14	%	186		18	%	(39	)	(21	)%
Selling, marketing and distribution expenses/ General and administration expenses	(71	)	(7	)%	(76	)	(7	)%	5		(7	)%
Net other income (expense)	12		1	%	(3	)	—	%	15		NM
Profit from operating activities	88		8	%	107		10	%	(19	)	(18	)%
Pactiv Foodservice segment EBITDA	150		14	%	166		16	%	(16	)	(10	)%
Pactiv Foodservice segment Adjusted EBITDA	153		15	%	170		16	%	(17	)	(10	)%


(1)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.

Revenue. Total segment revenue decreased by $12 million, or 1%. External revenue increased by $2 million while inter-segment revenue decreased by $14 million. The increase in external revenue of $2 million is the result of incremental sales volume of $12 million primarily driven by growth in the cups product category as a result of new business.This increase was partially offset by a decrease of $10 million related to unfavorable product mix and unfavorable pricing, primarily due to timing of the pass-through of resin price changes to customers.

Cost of Sales. Cost of sales increased by $27 million, or 3%. This increase was primarily attributable to increased sales volume, higher raw material costs of $14 million and higher restructuring costs of $6 million. These increases were partially offset by improved operational performance driven by benefits from continued focus on manufacturing efficiencies. For the three month periods ended June 30, 2014 and June 30, 2013, raw material costs accounted for 63% and 64% of Pactiv Foodservice's cost of sales, respectively.

Gross Profit. Pactiv Foodservice's gross profit is impacted by changes in the costs of raw materials, including resin and aluminum. Pactiv Foodservice generally cannot immediately pass through price increases or declines to its customers because the price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. Due to the differences in timing between Pactiv Foodservice's purchases of raw materials from its suppliers and sales to its customers, there is often a lead-lag impact, with margins being negatively impacted in periods of rising raw material prices and positively impacted in periods of falling raw material prices.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $5 million, or 7%. The decrease was primarily driven by lower employee-related costs as well as lower expenses across various other administration expense categories. These decreases were partially offset by an increase in restructuring-related expenses.

Net Other. Net other changed by $15 million to net other income of $12 million. The $12 million of net other income for the three month period ended June 30, 2014 is comprised of $4 million of insurance recoveries related to the Macon, Georgia manufacturing plant fire and Hurricane Sandy plant damage and $8 million of unrealized gains on derivatives. The $3 million of net other expense for the three month period ended June 30, 2013 is primarily comprised of $3 million of unrealized losses on derivatives and $2 million of consulting related costs. This is partially offset by $1 million of insurance recoveries related to the Macon, Georgia manufacturing plant fire and Hurricane Sandy plant damage. These items, with the exception of insurance recoveries related to business interruption, have been included in the segment’s Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Pactiv Foodservice segment is as follows:



	For the three month period ended June 30,
(In $ million)	2014		2013⁽¹⁾
Profit from operating activities	88		107
Depreciation and amortization	62		59
EBITDA	150		166
Included in Pactiv Foodservice segment EBITDA:
Asset impairment charges	1		—
Gain on sale of businesses and properties	—		(1	)
Plant damages and associated insurance recoveries, net	—		(1	)
Restructuring costs, net of reversals	10		2
Unrealized (gain) loss on derivatives	(8	)	3
Other	—		1
Pactiv Foodservice segment Adjusted EBITDA	153		170


(1)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.

Graham Packaging Segment



	For the three month period ended June 30,
(In $ million)	2014		% of segment revenue		2013		% of segment revenue		Change		% change
External revenue	746		100	%	791		100	%	(45	)	(6	)%
Inter-segment revenue	—		—	%	—		—	%	—		—	%
Total segment revenue	746		100	%	791		100	%	(45	)	(6	)%
Cost of sales	(640	)	(86	)%	(698	)	(88	)%	58		(8	)%
Gross profit	106		14	%	93		12	%	13		14	%
Selling, marketing and distribution expenses/General and administration expenses	(55	)	(7	)%	(50	)	(6	)%	(5	)	10	%
Net other income (expense)	(3	)	—	%	(13	)	(2	)%	10		(77	)%
Profit from operating activities	48		6	%	30		4	%	18		60	%
Graham Packaging segment EBITDA	132		18	%	129		16	%	3		2	%
Graham Packaging segment Adjusted EBITDA	140		19	%	143		18	%	(3	)	(2	)%

Revenue. Revenue decreased by $45 million, or 6%. The decrease in revenue was primarily attributable to a decrease in sales volume of $41 million, primarily due to reduced volume in the household and personal care product categories as contract losses in prior years became effective in the current year and a decrease in end-consumer demand for certain customers' products, partially offset by the awarding of new business. Also contributing to the decline was a decrease in resin pricing passed through to customers and an unfavorable foreign currency impact of $4 million.

Cost of Sales. Cost of sales decreased by $58 million, or 8%. This decrease was primarily attributable to a decline of $37 million from the decreased sales volume, reduced depreciation expense of $15 million as certain assets became fully depreciated, a decrease in resin pricing, operational improvements and a favorable foreign currency impact of $4 million. These declines were partially offset by the impact of product mix. For each of the three month periods ended June 30, 2014 and June 30, 2013, raw material costs accounted for 58% of Graham Packaging's cost of sales.

Gross Profit. Graham Packaging's gross profit is impacted by changes in the costs of raw materials, including resin, and energy-related costs. Graham Packaging purchases most of its raw materials and other production inputs on the spot market and generally cannot immediately pass through price increases or declines to certain of its customers because the contractual price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. Due to the differences in timing between Graham Packaging's purchases of raw materials from its suppliers and sales to certain of its customers, there is often a lead-lag impact, with margins being negatively impacted in periods of rising raw material prices and positively impacted in periods of falling raw material prices.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses increased by $5 million, or 10%. This increase was primarily attributable to an increase in personnel-related costs and restructuring costs.

Net Other. Net other expense decreased by $10 million to $3 million. This change was primarily attributable to a decrease of $11 million in business integration costs, partially offset by an increase of $1 million in asset impairment charges. These items have been included in the segment's Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Graham Packaging segment is as follows:



	For the three month period ended June 30,
(In $ million)	2014	2013
Profit from operating activities	48	30
Depreciation and amortization	84	99
EBITDA	132	129
Included in Graham Packaging segment EBITDA:
Asset impairment charges	3	2
Business acquisition and integration costs	—	11
Operational process engineering-related consultancy costs	2	—
Restructuring costs, net of reversals	3	1
Graham Packaging segment Adjusted EBITDA	140	143

Corporate/Unallocated



	For the three month period ended June 30,
(In $ million)	2014		2013⁽¹⁾		Change		% change
Gross profit (loss)	2		1		1		100	%
Selling, marketing and distribution expenses/General and administration expenses	(18	)	(27	)	9		(33	)%
Net other income (expense)	(42	)	(3	)	(39	)	NM
Loss from operating activities	(58	)	(29	)	(29	)	100	%
Corporate/Unallocated EBITDA	(56	)	(29	)	(27	)	93	%
Corporate/Unallocated Adjusted EBITDA	(9	)	(14	)	5		(36	)%


(1)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.

Net Other. Net other expense increased by $39 million to $42 million. This change was primarily attributable to a related party management fee of $39 million. This item has been included in the Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of loss from operating activities to EBITDA and Adjusted EBITDA for Corporate/Unallocated is as follows:



	For the three month period ended June 30,
(In $ million)	2014		2013⁽¹⁾
Loss from operating activities	(58	)	(29	)
Depreciation and amortization	2		—
EBITDA	(56	)	(29	)
Included in Corporate/Unallocated EBITDA:
Non-cash pension expense	8		15
Related party management fee	39		—
Corporate/Unallocated Adjusted EBITDA	(9	)	(14	)


(1)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.

Results of Operations

Six month period ended June 30, 2014 compared to the six month period ended June 30, 2013

RGHL Group



	For the six month period ended June 30,
(In $ million)	2014		% of revenue		2013		% of revenue		Change		% change
Revenue	6,838		100	%	6,912		100	%	(74	)	(1	)%
Cost of sales	(5,576	)	(82	)%	(5,595	)	(81	)%	19		—	%
Gross profit	1,262		18	%	1,317		19	%	(55	)	(4	)%
Selling, marketing and distribution expenses/General and administration expenses	(632	)	(9	)%	(633	)	(9	)%	1		—	%
Net other income (expense)	(4	)	—	%	(25	)	—	%	21		(84	)%
Share of profit of associates and joint ventures, net of income tax	11		—	%	10		—	%	1		10	%
Profit from operating activities	637		9	%	669		10	%	(32	)	(5	)%
Financial income	270		4	%	17		—	%	253		NM
Financial expenses	(676	)	(10	)%	(896	)	(13	)%	220		(25	)%
Net financial expenses	(406	)	(6	)%	(879	)	(13	)%	473		(54	)%
Profit (loss) before income tax	231		3	%	(210	)	(3	)%	441		NM
Income tax (expense) benefit	(219	)	(3	)%	282		4	%	(501	)	NM
Profit (loss) after income tax	12		—	%	72		1	%	(60	)	(83	)%
Depreciation and amortization	470		7	%	519		8	%	(49	)	(9	)%
RGHL Group EBITDA⁽¹⁾	1,107		16	%	1,188		17	%	(81	)	(7	)%
RGHL Group Adjusted EBITDA⁽¹⁾	1,209		18	%	1,249		18	%	(40	)	(3	)%

(1)

Revenue. Revenue decreased by $74 million, or 1%. Revenue decreased at SIG primarily due to a combination of lower sales volume and price mix, at Closures primarily due to the sale of its aluminum closures business in Germany in January 2014 and at Graham Packaging primarily driven by lower sales volume. These decreases in revenue were partially offset by an increase in revenue at Evergreen primarily due to price increases, at Reynolds Consumer Products due to incremental revenue from the acquisition of Trans Western in November 2013 and at Pactiv Foodservice due to incremental sales volume, partially offset by a decrease driven by unfavorable product mix and unfavorable pricing. Foreign currency exchange rates had a net unfavorable impact of $20 million driven primarily by an unfavorable impact at Closures and Graham Packaging, partially offset by a favorable impact at SIG.

Cost of Sales. Cost of sales decreased by $19 million. Cost of sales decreased at SIG and Graham Packaging primarily driven by lower sales volume and reduced depreciation and amortization expense, with the decrease at SIG partially offset by higher restructuring costs, and cost of sales decreased at Closures due to lower sales volume. These decreases were partially offset by increases at Evergreen primarily attributable to higher input costs, at Reynolds Consumer Products primarily due to higher sales volume and higher raw material costs and at Pactiv Foodservice largely due to higher sales volume and raw material costs. Cost of sales as a percentage of revenue increased at Reynolds Consumer Products and Pactiv Foodservice and decreased at SIG, Evergreen, Closures and Graham Packaging. Foreign currency exchange rates had a net favorable impact of $18 million driven primarily by a favorable impact at Closures and Graham Packaging, partially offset by an unfavorable impact at SIG.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $1 million. This was primarily attributable to decreases at Closures and Pactiv Foodservice due to benefits from previously implemented restructuring initiatives and a decrease at Corporate due to lower pension expense. These decreases were partially offset by an increase at SIG driven by research and development and restructuring expenses, at Reynolds Consumer Products driven by higher advertising costs related to a new product launch and at Graham Packaging primarily due to personnel-related costs and restructuring costs.

Net Other. Net other expense decreased by $21 million to $4 million. This was primarily driven by a decrease of $18 million in unrealized losses on derivatives, a decrease of $22 million in business integration costs at Graham Packaging, a $13 million gain on the sale of Closures' aluminum closures business in Germany and a decrease of $9 million in restructuring costs presented in net other. These decreases were partially offset by a $39 million related party management fee, the reversal in the prior year of $3 million in provisions related to the expiration of a tax indemnification from a business disposal and a $3 million litigation settlement in the prior year.

Net Financial Expenses. Net financial expenses decreased by $473 million, or 54%. The decrease was primarily attributable to an increase of $431 million in the gains in fair value of embedded derivatives, a decrease of $21 million in foreign currency exchange losses and a decrease of $26 million in interest expense due to a decrease in interest rates on borrowings.

We are primarily exposed to foreign currency exchange risk that impacts the reported financial income and financial expenses of the RGHL Group as a result of the remeasurement at each reporting date of cash and cash equivalents and indebtedness that are denominated in currencies other than the functional currencies of the respective entities. For the six month period ended June 30, 2014, the RGHL Group's primary foreign currency exchange exposure resulted from euro-denominated net intercompany borrowings receivable in a dollar functional currency entity. In addition, we are exposed to foreign currency exchange risk on certain other intercompany borrowings between certain of our entities with different functional currencies. As a result of the changes in foreign currency exchange rates, the RGHL Group recognized a foreign currency exchange loss of $23 million during the six month period ended June 30, 2014 compared to a foreign currency exchange loss of $44 million during the six month period ended June 30, 2013. For more information regarding the RGHL Group's financial expenses and borrowings, refer to notes 8 and 12, respectively, of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report. For more information regarding the sensitivity of the foreign currency exchange rates on these borrowings, refer to “— Item 3. Quantitative and Qualitative Disclosure about Market Risk — Foreign Currency Exchange Rate Risk.”

For the six month period ended June 30, 2014, the RGHL Group recognized income tax expense of $219 million on profit before income tax of $231 million (an effective tax rate of 95%) compared to an income tax benefit of $282 million on a loss before income tax of $210 million (an effective tax rate of 134%) for the six month period ended June 30, 2013. The decrease in the effective tax rate is primarily a result of the mix of book income and losses taxed at varying rates among the jurisdictions in which the RGHL Group operates.

Depreciation and Amortization. Depreciation and amortization decreased by $49 million, or 9%, primarily due to certain assets becoming fully depreciated or amortized at SIG and Graham Packaging and the extension of the useful lives of certain assets at SIG.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the RGHL Group is as follows:



	For the six month period ended June 30,
(In $ million)	2014		2013
Profit from operating activities	637		669
Depreciation and amortization	470		519
EBITDA⁽¹⁾	1,107		1,188
Included in the RGHL Group EBITDA:
Asset impairment charges	6		6
Business acquisition and integration costs	2		22
Equity method profit, net of cash distributed	1		—
Gain on sale of businesses and properties	(14	)	(3	)
Non-cash changes in inventory and provisions	—		(3	)
Non-cash pension expense	15		29
Operational process engineering-related consultancy costs	8		2
Plant damages and associated insurance recoveries, net	(7	)	(8	)
Related party management fee	39		—
Restructuring costs, net of reversals	51		16
Unrealized (gain) loss on derivatives	(4	)	14
VAT and customs refunds on historical imports	—		(16	)
Other	5		2
RGHL Group Adjusted EBITDA⁽¹⁾	1,209		1,249
Segment detail of Adjusted EBITDA:
SIG	250		249
Evergreen	123		114
Closures	91		80
Reynolds Consumer Products⁽²⁾	231		256
Pactiv Foodservice⁽²⁾	277		297
Graham Packaging	257		276
Corporate/Unallocated⁽²⁾⁽³⁾	(20	)	(23	)
RGHL Group Adjusted EBITDA⁽¹⁾	1,209		1,249

(1)


(2)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.


(3)	Corporate/Unallocated includes holding companies and certain debt issuer companies which support the entire RGHL Group and which are not part of a specific segment. It also includes eliminations of transactions between segments.

SIG Segment



	For the six month period ended June 30,
(In $ million)	2014		% of segment revenue		2013		% of segment revenue		Change		% change
External revenue	1,061		100	%	1,074		100	%	(13	)	(1	)%
Inter-segment revenue	—		—	%	—		—	%	—		—	%
Total segment revenue	1,061		100	%	1,074		100	%	(13	)	(1	)%
Cost of sales	(798	)	(75	)%	(811	)	(76	)%	13		(2	)%
Gross profit	263		25	%	263		24	%	—		—	%
Selling, marketing and distribution expenses/ General and administration expenses	(116	)	(11	)%	(106	)	(10	)%	(10	)	9	%
Net other income (expense)	9		1	%	6		1	%	3		50	%
Profit from operating activities	166		16	%	172		16	%	(6	)	(3	)%
SIG segment EBITDA	227		21	%	264		25	%	(37	)	(14	)%
SIG segment Adjusted EBITDA	250		24	%	249		23	%	1		—	%

Revenue. Revenue decreased by $13 million, or 1%.

Revenue in Europe decreased by $5 million, or 1%, driven by a $27 million decrease from a combination of lower sales volume and price mix due to lower market demand, partially offset by a favorable foreign currency impact of $22 million due to the weakening of the dollar against the euro.

Revenue in the rest of the world decreased by $8 million, or 1%. The decrease was primarily attributable to an unfavorable foreign currency impact of $13 million due to the weakening of the Brazilian real and the Thai baht against the dollar, partially offset by a $5 million increase from strong growth in the Americas, particularly South America, which more than offset lower sales volume in Asia, particularly China. Revenue in the Middle East decreased due to lower filler sales.

Cost of Sales. Cost of sales decreased by $13 million, or 2%. The decrease in cost of sales was primarily driven by a $15 million decrease related to lower sales volume, a $17 million decrease in amortization expense due to fully amortized customer relationship intangible assets, a $14 million decrease in depreciation expense primarily due to extending the useful lives of filling lines and a $9 million decrease related to product mix and other manufacturing costs. These decreases were partially offset by the $12 million Brazilian VAT refund recognized in the prior year, current year restructuring expense of $18 million, a $4 million increase in raw material prices and an unfavorable foreign currency impact of $8 million. For the six month periods ended June 30, 2014 and June 30, 2013, raw material costs accounted for 67% and 68% of SIG's cost of sales, respectively. The decrease in raw material costs as a percent of cost of sales was primarily due to a change in product mix.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses increased by $10 million, or 9%. The increase was primarily due to a $4 million increase in research and development expense, $3 million of restructuring expenses and $3 million of other general and administration expenses.

Net Other. Net other income increased by $3 million to $9 million. This increase was primarily attributable to an increase of $4 million in net unrealized gains on derivatives and a $7 million increase in foreign currency exchange gains. These items were partially offset by the prior year income of $6 million from the Brazilian VAT refund and the prior year income of $2 million from the sale of assets. These items, with the exception of the foreign currency exchange gains, have been included in the segment's Adjusted EBITDA calculation for the respective periods.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our SIG segment is as follows:



	For the six month period ended June 30,
(In $ million)	2014		2013
Profit from operating activities	166		172
Depreciation and amortization	61		92
EBITDA	227		264
Included in SIG segment EBITDA:
Equity method profit, net of cash distributed	2		—
Gain on sale of businesses and properties	—		(2	)
Operational process engineering-related consultancy costs	3		2
Restructuring costs, net of reversals	21		—
Unrealized (gain) loss on derivatives	(3	)	1
VAT and customs refunds on historical imports	—		(16	)
SIG segment Adjusted EBITDA	250		249

Evergreen Segment



	For the six month period ended June 30,
(In $ million)	2014		% of segment revenue		2013		% of segment revenue		Change		% change
External revenue	780		94	%	759		94	%	21		3	%
Inter-segment revenue	51		6	%	47		6	%	4		9	%
Total segment revenue	831		100	%	806		100	%	25		3	%
Cost of sales	(693	)	(83	)%	(677	)	(84	)%	(16	)	2	%
Gross profit	138		17	%	129		16	%	9		7	%
Selling, marketing and distribution expenses/ General and administration expenses	(45	)	(5	)%	(44	)	(5	)%	(1	)	2	%
Net other income (expense)	—		—	%	—		—	%	—		NM
Profit from operating activities	94		11	%	86		11	%	8		9	%
Evergreen segment EBITDA	123		15	%	114		14	%	9		8	%
Evergreen segment Adjusted EBITDA	123		15	%	114		14	%	9		8	%

Revenue. Total segment revenue increased by $25 million, or 3%. This increase was attributable to a $19 million increase in sales of liquid packaging board due to $10 million in price and mix improvements and $9 million in higher sales volume. Sales of carton packaging increased by $3 million due to $15 million in price and mix improvements, partially offset by $12 million of decreased carton packaging sales volume. Additionally, revenue from paper products increased by $3 million due to increased market pricing.

Cost of Sales. Cost of sales increased by $16 million, or 2%. This increase in cost of sales was driven by a $13 million increase in total input costs, primarily due to increased fiber, resin and energy costs, partially offset by improved production costs as Evergreen's facilities experienced favorable productivity. Additionally, cost of sales increased $3 million due to the previously discussed changes in sales volume. For each of the six month periods ended June 30, 2014 and June 30, 2013, raw material costs accounted for 45% of Evergreen's cost of sales.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $1 million, or 2%.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Evergreen segment is as follows:



	For the six month period ended June 30,
(In $ million)	2014		2013
Profit from operating activities	94		86
Depreciation and amortization	29		28
EBITDA	123		114
Included in Evergreen segment EBITDA:
Equity method profit, net of cash distributed	(1	)	—
Restructuring costs, net of reversals	1		—
Evergreen segment Adjusted EBITDA	123		114

Closures Segment



	For the six month period ended June 30,
(In $ million)	2014		% of segment revenue		2013		% of segment revenue		Change		% change
External revenue	572		98	%	602		99	%	(30	)	(5	)%
Inter-segment revenue	12		2	%	7		1	%	5		71	%
Total segment revenue	584		100	%	609		100	%	(25	)	(4	)%
Cost of sales	(480	)	(82	)%	(508	)	(83	)%	28		(6	)%
Gross profit	104		18	%	101		17	%	3		3	%
Selling, marketing and distribution expenses/ General and administration expenses	(53	)	(9	)%	(62	)	(10	)%	9		(15	)%
Net other income (expense)	11		2	%	(3	)	—	%	14		NM
Profit from operating activities	62		11	%	36		6	%	26		72	%
Closures segment EBITDA	99		17	%	75		12	%	24		32	%
Closures segment Adjusted EBITDA	91		16	%	80		13	%	11		14	%

Revenue. Total segment revenue decreased by $25 million, or 4%.

Total segment revenue in North America decreased $2 million, or 1%. This decrease in revenue was primarily attributable to a decrease in sales volume of $12 million and an unfavorable foreign currency impact of $3 million. These decreases were partially offset by favorable pricing of $13 million primarily resulting from the pass-through of higher resin costs to customers and lower claims.

Total segment revenue in the rest of the world decreased by $23 million, or 6%. This decrease was primarily a result of the sale of the aluminum closures business in Germany in January 2014, which reduced revenue by $28 million, and an unfavorable foreign currency impact of $14 million. This was partially offset by increased volume in Asia and South America and favorable pricing resulting primarily from the pass-through of higher resin costs to customers.

Cost of Sales. Cost of sales decreased by $28 million, or 6%. This decrease was primarily due to lower sales volume, the benefit from prior year restructuring initiatives and lower claims expense. In addition, there was a favorable foreign currency impact of $16 million. These reductions were partially offset by $22 million resulting from higher raw material costs. For the six month periods ended June 30, 2014 and June 30, 2013, raw material costs accounted for 64% and 61% of Closures' cost of sales, respectively.

Net Other. Net other changed by $14 million to net other income of $11 million primarily due to the $13 million gain on the sale of the aluminum closures business in Germany and lower restructuring costs. This increase was partially offset by an increase of $4 million in unrealized losses on derivatives. These items have been included in the segment’s Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Closures segment is as follows:



	For the six month period ended June 30,
(In $ million)	2014		2013
Profit from operating activities	62		36
Depreciation and amortization	37		39
EBITDA	99		75
Included in Closures segment EBITDA:
Gain on sale of businesses and properties	(13	)	—
Restructuring costs, net of reversals	1		4
Unrealized (gain) loss on derivatives	4		—
Other	—		1
Closures segment Adjusted EBITDA	91		80

Reynolds Consumer Products Segment



	For the six month period ended June 30,
(In $ million)	2014		% of segment revenue		2013⁽¹⁾		% of segment revenue		Change		% change
External revenue	1,269		95	%	1,212		95	%	57		5	%
Inter-segment revenue	61		5	%	65		5	%	(4	)	(6	)%
Total segment revenue	1,330		100	%	1,277		100	%	53		4	%
Cost of sales	(1,030	)	(77	)%	(952	)	(75	)%	(78	)	8	%
Gross profit	300		23	%	325		25	%	(25	)	(8	)%
Selling, marketing and distribution expenses/ General and administration expenses	(121	)	(9	)%	(117	)	(9	)%	(4	)	3	%
Net other income (expense)	6		—	%	(11	)	(1	)%	17		NM
Profit from operating activities	185		14	%	197		15	%	(12	)	(6	)%
Reynolds Consumer Products segment EBITDA	232		17	%	244		19	%	(12	)	(5	)%
Reynolds Consumer Products segment Adjusted EBITDA	231		17	%	256		20	%	(25	)	(10	)%


(1)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.

Revenue. Total segment revenue increased by $53 million, or 4%. The increase was primarily driven by $66 million of incremental revenue from the acquisition of Trans Western, partially offset by lower volume in the cooking products category.

Cost of Sales. Cost of sales increased by $78 million, or 8%. This increase was primarily driven by higher net revenue as a result of the acquisition of Trans Western and $26 million of higher raw material costs. For the six month periods ended June 30, 2014 and June 30, 2013, raw material costs accounted for 74% and 73% of Reynolds Consumer Products' cost of sales, respectively.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses increased by $4 million, or 3%. The increase was driven by higher promotional and advertising expenses in support of a new product launch.

Net Other. Net other changed by $17 million to net other income of $6 million. This change was primarily attributable to a change in the unrealized movements in derivatives. This item has been included in the segment's Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Reynolds Consumer Products segment is as follows:



	For the six month period ended June 30,
(In $ million)	2014		2013⁽¹⁾
Profit from operating activities	185		197
Depreciation and amortization	47		47
EBITDA	232		244
Included in Reynolds Consumer Products segment EBITDA:
Business acquisition and integration costs	2		—
Restructuring costs, net of reversals	1		1
Unrealized (gain) loss on derivatives	(5	)	11
Other	1		—
Reynolds Consumer Products segment Adjusted EBITDA	231		256


(1)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.

Pactiv Foodservice Segment



	For the six month period ended June 30,
(In $ million)	2014		% of segment revenue		2013⁽¹⁾		% of segment revenue		Change		% change
External revenue	1,696		86	%	1,689		85	%	7		—	%
Inter-segment revenue	269		14	%	288		15	%	(19	)	(7	)%
Total segment revenue	1,965		100	%	1,977		100	%	(12	)	(1	)%
Cost of sales	(1,688	)	(86	)%	(1,656	)	(84	)%	(32	)	2	%
Gross profit	277		14	%	321		16	%	(44	)	(14	)%
Selling, marketing and distribution expenses/ General and administration expenses	(143	)	(7	)%	(154	)	(8	)%	11		(7	)%
Net other income (expense)	14		1	%	7		—	%	7		100	%
Profit from operating activities	148		8	%	174		9	%	(26	)	(15	)%
Pactiv Foodservice segment EBITDA	271		14	%	294		15	%	(23	)	(8	)%
Pactiv Foodservice segment Adjusted EBITDA	277		14	%	297		15	%	(20	)	(7	)%


(1)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.

Revenue. Total segment revenue decreased by $12 million, or 1%. External revenue increased by $7 million while inter-segment revenue decreased by $19 million. The increase in external revenue of $7 million is the result of incremental sales volume of $22 million, partially offset by a decrease of $15 million related to unfavorable product mix and unfavorable pricing due to the timing of the pass-through of resin price changes to customers. The volume increase was primarily driven by growth in the cups category as a result of new business, partially offset by the loss of sales volume due to the Macon, Georgia manufacturing plant fire in May 2013.

Cost of Sales. Cost of sales increased by $32 million, or 2%. This increase was primarily attributable to increased external sales volume, higher raw material costs of $18 million and restructuring costs of $5 million. Manufacturing costs were relatively flat. Higher manufacturing costs driven by pre-operational costs on the start-up of new capacity and higher utility and other costs resulting from adverse weather conditions were offset by improved operational performance driven by benefits from continued focus on manufacturing efficiencies in pre-existing capacity. For each of the six month periods ended June 30, 2014 and June 30, 2013, raw material costs accounted for 61% of Pactiv Foodservice's cost of sales.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $11 million, or 7%. The decrease was primarily driven by lower employee-related costs as well as lower expense across various other administration expense categories. These decreases were partially offset by an increase in restructuring-related expenses.

Net Other. Net other income increased by $7 million to $14 million. The increase is primarily due to a decrease of $7 million in consultancy costs. Net other income for the six month periods ended June 30, 2014 and June 30, 2013 includes insurance recoveries related to manufacturing plant fires and Hurricane Sandy plant damage of $14 million and $14 million, respectively. These items, with the exception of insurance recoveries related to business interruption, have been included in the segment’s Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Pactiv Foodservice segment is as follows:



	For the six month period ended June 30,
(In $ million)	2014		2013⁽¹⁾
Profit from operating activities	148		174
Depreciation and amortization	123		120
EBITDA	271		294
Included in Pactiv Foodservice segment EBITDA:
Asset impairment charges	2		2
Gain on sale of businesses and properties	(1	)	(1	)
Plant damages and associated insurance recoveries, net	(7	)	(8	)
Restructuring costs, net of reversals	12		7
Unrealized (gain) loss on derivatives	—		2
Other	—		1
Pactiv Foodservice segment Adjusted EBITDA	277		297


(1)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.

Graham Packaging Segment



	For the six month period ended June 30,
(In $ million)	2014		% of segment revenue		2013		% of segment revenue		Change		% change
External revenue	1,460		100	%	1,576		100	%	(116	)	(7	)%
Inter-segment revenue	—		—	%	—		—	%	—		—	%
Total segment revenue	1,460		100	%	1,576		100	%	(116	)	(7	)%
Cost of sales	(1,282	)	(88	)%	(1,396	)	(89	)%	114		(8	)%
Gross profit	178		12	%	180		11	%	(2	)	(1	)%
Selling, marketing and distribution expenses/General and administration expenses	(112	)	(8	)%	(101	)	(6	)%	(11	)	11	%
Net other income (expense)	(4	)	—	%	(26	)	(2	)%	22		(85	)%
Profit from operating activities	62		4	%	53		3	%	9		17	%
Graham Packaging segment EBITDA	233		16	%	246		16	%	(13	)	(5	)%
Graham Packaging segment Adjusted EBITDA	257		18	%	276		18	%	(19	)	(7	)%

Revenue. Revenue decreased by $116 million, or 7%. The decrease in revenue was primarily attributable to a decrease in sales volume of $108 million, primarily due to reduced volume in the household and personal care product categories as contract losses in prior years became effective in the current year, the impact of adverse weather conditions in the first quarter of 2014 and a decrease in end-consumer demand for certain customers' products, primarily in the food and beverage markets, partially offset by the awarding of new business. Also contributing to the decline was an unfavorable foreign currency impact of $12 million and a decrease in resin pricing passed through to customers. These decreases were partially offset by the impact of product mix.

Cost of Sales. Cost of sales decreased by $114 million, or 8%. This decrease was primarily attributable to a decline of $92 million from the decreased sales volume, reduced depreciation expense of $22 million as certain assets became fully depreciated, a favorable foreign currency impact of $10 million, operational improvements and a decrease in resin pricing. These declines were partially offset by the impact of product mix and restructuring costs of $9 million. For the six month periods ended June 30, 2014 and June 30, 2013, raw material costs accounted for 57% and 58% of Graham Packaging's cost of sales, respectively.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses increased by $11 million, or 11%. This increase was primarily attributable to an increase in personnel-related costs, operational process engineering-related costs and restructuring costs.

Net Other. Net other expense decreased by $22 million to $4 million. This change was primarily attributable to a decrease of $22 million in business integration costs. This item has been included in the segment's Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for our Graham Packaging segment is as follows:



	For the six month period ended June 30,
(In $ million)	2014	2013
Profit from operating activities	62	53
Depreciation and amortization	171	193
EBITDA	233	246
Included in Graham Packaging segment EBITDA:
Asset impairment charges	4	4
Business acquisition and integration costs	—	22
Operational process engineering-related consultancy costs	5	—
Restructuring costs, net of reversals	15	4
Graham Packaging segment Adjusted EBITDA	257	276

Corporate/Unallocated



	For the six month period ended June 30,
(In $ million)	2014		2013⁽¹⁾		Change		% change
Gross profit (loss)	2		(2	)	4		NM
Selling, marketing and distribution expenses/General and administration expenses	(42	)	(49	)	7		(14	)%
Net other income (expense)	(40	)	2		(42	)	NM
Loss from operating activities	(80	)	(49	)	(31	)	63	%
Corporate/Unallocated EBITDA	(78	)	(49	)	(29	)	59	%
Corporate/Unallocated Adjusted EBITDA	(20	)	(23	)	3		(13	)%


(1)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $7 million, or 14%. This was primarily attributable to a decrease of $14 million in pension expense. This decrease was partially offset by increases in lease termination costs, professional fees, software costs and other corporate management expenses.

Net Other. Net other changed by $42 million to net other expense of $40 million. This change was primarily attributable to a related party management fee of $39 million. This item has been included in the Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of loss from operating activities to EBITDA and Adjusted EBITDA for Corporate/Unallocated is as follows:



	For the six month period ended June 30,
(In $ million)	2014		2013⁽¹⁾
Loss from operating activities	(80	)	(49	)
Depreciation and amortization	2		—
EBITDA	(78	)	(49	)
Included in Corporate/Unallocated EBITDA:
Non-cash changes in inventory and provisions	—		(3	)
Non-cash pension expense	15		29
Related party management fee	39		—
Other	4		—
Corporate/Unallocated Adjusted EBITDA	(20	)	(23	)


(1)	The information presented has been revised to conform to the presentation of inter-segment sales in the current year period. Refer to note 4 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information.

Differences Between the RGHL Group and Beverage Packaging Holdings Group Results of Operations

There are certain differences between the RGHL Group interim unaudited condensed consolidated financial statements and the Bev Pack interim unaudited condensed combined financial statements, each included elsewhere in this quarterly report.

RGHL is a holding company. Consequently, there are no differences between the revenue and gross profit amounts presented in the RGHL Group interim unaudited condensed consolidated financial statements and the Bev Pack interim unaudited condensed combined financial statements. The differences in the reported profit (loss) before income tax between the RGHL Group interim unaudited condensed consolidated financial statements and the Bev Pack interim unaudited condensed combined financial statements are primarily due to related party interest income and expenses that are recognized by RGHL, intercompany amounts between RGHL and the members of Bev Pack that eliminate on consolidation of the RGHL Group, foreign currency exchange movements on the related party balances of RGHL, management fee expense recognized by RGHL and incidental RGHL corporate expenses.

Differences between the RGHL Group statement of financial position and the Bev Pack statement of financial position are primarily attributable to the related party receivables and borrowings of RGHL.

Differences between the RGHL Group statement of cash flows and the Bev Pack statement of cash flows primarily relate to the management fee paid by RGHL.

Liquidity and Capital Resources

Historical Cash Flows

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



	For the six month period ended June 30,
(In $ million)	2014		2013
Net cash flows from operating activities	150		146
Net cash flows used in investing activities	(340	)	(328	)
Net cash flows used in financing activities	(20	)	(20	)

Cash Flow from Operating Activities

Cash provided by operations was $150 million compared to $146 million in the prior year period. The net increase in cash flows is attributable to a lesser build in working capital as well as a reduction in interest payments of $35 million. The benefits of these improvements were partially offset by lower profit from operating activities as discussed in the "Results of Operations" and increased tax payments of $14 million.

Cash Flow used in Investing Activities

Cash used in investing activities was $340 million compared to $328 million in the prior year period. The increase was primarily due to higher capital spending of $17 million. Refer to “— Capital Expenditures” for additional information regarding expenditures on property, plant and equipment and intangible assets.

Cash Flow used in Financing Activities

The net cash inflow and outflow during each respective period is summarized as follows:



	For the six month period ended June 30,
(In $ million)	2014		2013
Drawdown of loans and borrowings	88		80
Repayment of loans and borrowings	(104	)	(97	)
Payment of transaction costs	(2	)	(2	)
Other	(2	)	(1	)
Net cash outflow	(20	)	(20	)

Refer to note 12 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for additional information related to each of our borrowings.

Capital Expenditures



	For the six month period ended June 30,
(In $ million)	2014	2013
Property, plant and equipment	340	321
Intangibles	2	4
Total capital expenditures	342	325

Capital expenditures increased by $17 million, or 5%, in the current period. The increased spending was primarily to expand capacity to support new business and to replace capacity lost due to the Macon, Georgia plant fire in 2013.

We expect to incur approximately $700 million in capital expenditures during 2014 (excluding acquisitions) largely to support business growth, cost reduction initiatives and capital replacements. We expect to fund these expenditures with cash flows from operations as well as from insurance proceeds. Actual capital expenditures may differ.

Capital Resources

We have substantial debt and debt service obligations. As of June 30, 2014, our total indebtedness of $18,115 million was comprised of the outstanding principal amounts of our borrowings and bank overdrafts.

We have pledged assets that secure the Reynolds Senior Secured Notes and the Senior Secured Credit Facilities. The collateral consists of substantially all the assets of the issuers and the guarantors, including the capital stock of their subsidiaries, real property, bank accounts, investments, receivables, equipment, inventory, intellectual property and insurance policies, subject to certain exclusions.

As of June 30, 2014, the Senior Secured Credit Facilities included revolving credit facilities of $120 million and €54 million ($74 million), which were utilized in the amounts of $64 million and €15 million ($20 million), respectively, in the form of bank guarantees and letters of credit.

We have pledged certain assets to secure a receivables loan and security agreement (the "Securitization Facility") pursuant to which the RGHL Group can borrow up to $600 million. The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the RGHL Group. The Securitization Facility is secured by all of the assets of the borrower, Beverage Packaging Factoring (Luxembourg) S.à r.l., which consist primarily of eligible trade receivables and cash. As of June 30, 2014, the RGHL Group had drawn $440 million under the Securitization Facility.

We may from time to time seek to issue additional indebtedness depending on market conditions, our cash position requirements and other considerations.

In addition, we may from time to time take steps to reduce our indebtedness, which may include open market repurchases and retirement of currently outstanding indebtedness. The total amount of indebtedness that will be repurchased or retired will depend on market conditions, our cash position requirements and other considerations.

Sources of Liquidity

Our sources of liquidity for the future are expected to be our existing cash resources, cash flows from operations, drawings under the revolving credit facilities of our Senior Secured Credit Facilities, borrowings under the Securitization Facility and local working capital facilities. In addition to our cash and cash equivalents, as of June 30, 2014, we had $56 million and €39 million ($53 million) available for drawing under our revolving credit facilities. Our revolving credit facilities mature in December 2018.

Our ability to borrow under our revolving credit facilities or our other local working capital facilities may be limited by the terms of such indebtedness or other indebtedness (including the Reynolds Notes and the 2013 Notes), including financial covenants.

As of June 30, 2014, our total indebtedness of $18,115 million was comprised of the outstanding principal amounts of our borrowings and bank overdrafts. Our 2014 annual cash interest obligations on our Senior Secured Credit Facilities, our outstanding notes, the Securitization Facility and our other indebtedness are expected to be approximately $1,264 million, assuming interest on our floating rate debt continues to accrue at the current interest rates as of June 30, 2014 and there is no change in the current euro-to-dollar exchange rate for our euro-denominated interest obligations. We expect to meet our debt service obligations with our existing cash resources and cash flows from operations, which we believe will be adequate to meet our obligations for the next year. Refer to note 12 of the RGHL Group's interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

Under the indentures governing the Reynolds Notes (excluding the February 2012 Senior Notes, which no longer contain such covenants) and the 2013 Notes, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Indebtedness may be incurred under the incurrence tests if the fixed charge coverage ratio is at least 2.00 to 1.00 on a pro forma basis and (i) under the indentures governing our Reynolds Senior Secured Notes, the liens securing first lien secured indebtedness do not exceed a 3.50 to 1.00 senior secured leverage ratio, (ii) under the indentures governing our Reynolds Senior Notes and the 2013 Senior Notes, the liens securing any secured indebtedness do not exceed a 4.50 to 1.00 secured leverage ratio and (iii) under the indenture governing the 2013 Senior Subordinated Notes, the liens secure senior indebtedness.

Under the credit agreement governing the Senior Secured Credit Facilities, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Incremental senior secured indebtedness under the Senior Secured Credit Facilities and senior secured notes in lieu thereof are permitted to be incurred up to an aggregate principal amount of $750 million subject to pro forma compliance with the Senior Secured Credit Facilities' senior secured first lien leverage ratio covenant. In addition, we may incur incremental senior secured indebtedness under the credit agreement governing our Senior Secured Credit Facilities and senior secured notes in an unlimited amount so long as our senior secured first lien leverage ratio does not exceed 3.50 to 1.00 on a pro forma basis and (in the case of incremental senior secured indebtedness under the Senior Secured Credit Facilities only) we are in pro forma compliance with the senior secured first lien leverage ratio covenant included in the credit agreement governing our Senior Secured Credit Facilities. The incurrence of unsecured indebtedness, including the issuance of senior notes, and unsecured subordinated indebtedness is also permitted subject to pro forma compliance with the Senior Secured Credit Facilities' senior secured first lien leverage ratio covenant.

Under the credit agreement governing the Senior Secured Credit Facilities, we are subject to a maintenance covenant that stipulates a maximum net senior secured first lien leverage ratio. As of the last day of each fiscal quarter, our net senior secured first lien leverage ratio must be less than or equal to 4.50 to 1.00.

As of June 30, 2014, our net senior secured first lien leverage ratio was 3.23x as calculated for purposes of the maintenance covenant under the credit agreement governing the Senior Secured Credit Facilities. The credit agreement governing our Senior Secured Credit Facilities does not require us to include the indebtedness under the Securitization Facility in the calculation of the net senior secured first lien leverage ratio.

The indentures governing the Reynolds Notes (excluding the February 2012 Senior Notes, which no longer contain such covenants) and the 2013 Notes and the credit agreement governing the Senior Secured Credit Facilities also contain negative covenants. The negative covenants include limitations, subject to agreed exceptions, on the ability of RGHL and its material subsidiaries to: incur additional indebtedness (including guarantees); incur liens; enter into sale and lease-back transactions; make investments, loans and advances; implement mergers, consolidations and sales of assets; make restricted payments or enter into restrictive agreements; enter into transactions with affiliates on non-arm's length terms; change the business conducted by RGHL and its subsidiaries; prepay, or make redemptions and repurchases of specified indebtedness; amend certain material agreements governing specified indebtedness; make certain amendments to the organizational documents of RGHL and its material subsidiaries; change RGHL's fiscal year; and under the 2013 Notes conduct certain activities in the case of BP II and Beverage Packaging Holdings II Issuer Inc. (the co-issuer of the 2013 Notes).

The indentures governing the Reynolds Notes and the 2013 Notes and the credit agreement governing the Senior Secured Credit Facilities generally allow subsidiaries of RGHL to transfer funds in the form of cash dividends, loans or advances within the RGHL Group.

We believe that our cash flows from operations and our existing available cash, together with our other available external financing sources, will be adequate to meet our future liquidity needs for the next year. We are currently in compliance with the covenants under the credit agreement governing our Senior Secured Credit Facilities and our other outstanding indebtedness, including the Reynolds Notes and the 2013 Notes. We expect to remain in compliance with our covenants.

Our future operating performance and our ability to service or refinance the Senior Secured Credit Facilities, our outstanding notes and other indebtedness are subject to economic conditions and financial, business and other factors, many of which are beyond our control.

Embedded Derivatives

We have separately recognized embedded derivative assets in relation to the early call feature on certain borrowings. Embedded derivatives are measured at fair value with changes in fair value recognized through net financial expenses in the statement of comprehensive income as a component of profit or loss. As of June 30, 2014, our non-current derivative asset of $695 million included embedded derivatives of $693 million. The fair value of the embedded derivatives is calculated using industry standard models that consider various assumptions, such as quoted market prices, time value and volatility factors for the underlying instruments. Changes in any one or more of these assumptions could have a significant impact on the value of embedded derivatives.

Contractual Obligations

The following table summarizes our material contractual obligations as of June 30, 2014:



	Payments, due by period, as of June 30, 2014
(In $ million)	Total	Less than one year	One to three years	Three to five years	Greater than five years
Trade and other payables	1,870	1,870	—	—	—
Financial liabilities⁽¹⁾	25,031	1,720	4,075	8,706	10,530
Operating leases	426	110	149	80	87
Unconditional capital expenditure obligations⁽²⁾	129	129	—	—	—
Total contractual obligations	27,456	3,829	4,224	8,786	10,617

(1)

Total repayments of financial liabilities consist of the principal amounts, fixed and floating rate interest obligations and the cash flows associated with commodity and other derivative instruments. The exchange rate on euro-denominated borrowings and the interest rate on the floating rate debt balances have been assumed to be the same as the rates in effect during the month of June 2014. Both the three-month LIBOR and the Euro Interbank Offered Rate ("EURIBOR") during the month of June 2014 were below the floor rates established in accordance with the respective agreements.


(2)	Unconditional capital expenditure obligations include plant expansions at Pactiv Foodservice, growth and maintenance at SIG and growth and operational enhancements at Graham Packaging, primarily in North America.

In addition, the outstanding term loans under the Senior Secured Credit Facilities are required to be prepaid with up to 50% of the RGHL Group's excess cash flow with a step down to 25% if the senior secured first lien leverage ratio is less than or equal to 2.25x commencing with the fiscal year ending December 31, 2014.

Contingent Liabilities

The RGHL Group’s financing agreements permit the payment to related parties of management, consulting, monitoring and advising fees (the “Management Fee”) of up to 1.5% of the RGHL Group’s EBITDA (as defined in the financing agreements) for the previous year. The RGHL Group does not have a management fee agreement with any related parties. Rank Group Limited, an entity that is also controlled by the RGHL Group’s ultimate shareholder, charged the RGHL Group a Management Fee of $39 million in June 2014. No Management Fees have been paid in relation to the years ended December 31, 2010 and 2009, however the Senior Secured Credit Facilities permit the RGHL Group to pay a Management Fee of up to $37 million in respect of those years.

Off-Balance Sheet Arrangements

Other than operating leases entered into in the normal course of business, we currently have no material off-balance sheet obligations.

Accounting Principles

Our interim unaudited condensed consolidated financial statements are prepared in accordance with IFRS and IFRIC Interpretations as issued by the IASB.

Critical Accounting Policies

For a summary of our critical accounting policies, refer to “Part I — Item 5. Operating and Financial Review and Prospects — Critical Accounting Policies” of our Annual Report. Our critical accounting policies have not changed from those disclosed in our Annual Report.

Recently Issued Accounting Pronouncements

On May 22, 2014, the IASB issued IFRS 15 “Revenue from Contracts with Customers”. IFRS 15 contains a revised revenue recognition framework. IFRS 15 will be effective for periods beginning on or after January 1, 2017. The RGHL Group is currently evaluating the impact of this new standard.

On July 24, 2014, the IASB issued the final version of IFRS 9 “Financial Instruments”. IFRS 9 replaces the guidance in IAS 39 “Financial Instruments: Recognition and Measurement”, and contains revised requirements in relation to the classification, measurement and presentation of financial instruments, including derivatives. IFRS 9 will be effective for periods beginning on or after January 1, 2018. The RGHL Group is currently evaluating the impact of this new standard.

There have been no material changes to any previously issued accounting pronouncements or to the RGHL Group's evaluation of the related impact as disclosed in our Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

In the normal course of business we are subject to risks from adverse fluctuations in interest and foreign currency exchange rates and commodity prices. We manage these risks through a combination of an appropriate mix between variable rate and fixed rate borrowings and natural offsets of foreign currency receipts and payments, supplemented by forward foreign currency exchange contracts and commodity derivatives. Derivative contracts are not used for trading or speculative purposes. The extent to which we use derivative instruments is dependent upon our access to them in the financial markets and our use of other risk management methods, such as netting exposures for foreign currency exchange risk and establishing sales arrangements that permit the pass-through to customers of changes in commodity prices. Our objective in managing our exposure to market risk is to limit the impact on earnings and cash flow.

Interest Rate Risk

We had significant debt commitments outstanding as of June 30, 2014. These on-balance sheet financial instruments, to the extent they accrue interest at variable interest rates, expose us to interest rate risk. Our interest rate risk arises primarily on significant borrowings that are denominated in dollars and euro that are drawn under our Senior Secured Credit Facilities and our Securitization Facility. As of June 30, 2014, the agreement governing the Senior Secured Credit Facilities included an interest rate floor of 1.0% per annum on U.S. and European term loans and revolving loans. As of June 30, 2014, the Securitization Facility accrued interest at a floating rate with no floor.

The underlying three-month LIBOR and EURIBOR rates as of June 30, 2014 were 0.23% and 0.21%, respectively. Based on our outstanding debt commitments as of June 30, 2014, a one-year timeframe and all other variables, in particular foreign currency exchange rates, remaining constant, a 100 basis point increase in interest rates would result in a $5 million increase and a $1 million increase in the interest expense on the U.S. and European term loans, respectively, under our Senior Secured Credit Facilities. A 100 basis point decrease in interest rates would have no impact on the interest expense on the U.S. or European term loans due to the LIBOR and EURIBOR floors under our Senior Secured Credit Facilities.

The interest rate on the Securitization Facility as of June 30, 2014 was 2.09%. Based on our outstanding debt commitments under our Securitization Facility as of June 30, 2014, a one-year timeframe and all other variables remaining constant, a 100 basis point increase in interest rates would result in a $4 million increase in interest expense while a 100 basis point decrease in interest rates would result in a $1 million decrease in interest expense, due to the low variable rate portion of the Securitization Facility interest rate.

Foreign Currency Exchange Rate Risk

As a result of our international operations, we are exposed to foreign currency exchange risk arising from sales, purchases, assets and borrowings that are denominated in currencies other than the functional currencies of the respective entities.

In accordance with our treasury policy, we take advantage of natural offsets to the extent possible. Therefore, when commercially feasible, we borrow in the same currencies in which cash flows from operations are generated. On a limited basis, we use forward exchange contracts to hedge residual foreign currency exchange risk arising from receipts and payments denominated in foreign currencies. Additionally, when considered appropriate we may enter into forward exchange contracts to hedge foreign currency exchange risk arising from specific transactions. The following table provides the details of our outstanding foreign currency derivative contracts as of June 30, 2014.

Type

Contract type

Currency

Contracted volume

Counter-currency

Contracted conversion range

Contracted date of maturity

Currency futures

Sell

Japanese yen

3,658,260,000

101 - 102

Jul 2014 - Jun 2015

Currency futures

Sell

11,400,000

NZD

0.7994 - 0.8082

Jul 2014 - Nov 2014

Currency futures

Sell

Australian dollar

11,900,000

NZD

0.8905 - 0.8928

Jul 2014 - Nov 2014

Currency futures

Buy

EUR

34,700,000

Brazilian real

0.2826 - 0.3210

Jul 2014 - Dec 2014

Currency swaps

Sell

EUR

20,000,000

0.7348 - 0.7351

Jul 2014

Currency options

Sell

MXN

230,076,310

13.53 - 13.70

Jul 2014 - Dec 2014

We generally do not hedge our exposure to translation gains or losses in respect of our non-dollar functional currency assets or liabilities.

For the six month period ended June 30, 2014, our primary foreign currency exchange exposure resulted from euro-denominated net intercompany borrowings receivable in a dollar functional currency entity. The continuing change in the foreign currency exchange rate between

the dollar and the euro will result in us recognizing either foreign currency exchange gains or losses on the translation of this net indebtedness in the future. A 100 basis point strengthening of the euro against the dollar, applied as of June 30, 2014, would have resulted in a reduction of $17 million of the reported foreign currency exchange loss, while a 100 basis point weakening of the euro against the dollar would have resulted in an additional foreign currency exchange loss of $17 million.

In addition, we are also exposed to foreign currency exchange risk on certain other intercompany borrowings between certain of our entities with different functional currencies which do not have a material impact on our financial statements.

Commodity Risk

We are exposed to commodity and other price risk principally from the purchase of resin, natural gas, electricity, aluminum, diesel, steel and starch. We use various strategies to manage cost exposures on certain raw material purchases with the objective of obtaining more predictable costs for these commodities. We generally enter into commodity financial instruments or derivatives to hedge commodity prices related to resin, aluminum, diesel and natural gas.

We enter into futures and swaps to hedge our exposure to commodity price fluctuations. We believe these contracts manage our price risk by reference to the difference between the fixed contract price and the market price. The following table provides the details of our outstanding commodity derivative contracts as of June 30, 2014.



Type	Unit of measure	Contracted volume	Contracted price range	Contracted date of maturity
Resin swaps	metric tonne	72,360	€1,360 - €1,540	Jul 2014 - Dec 2015
Resin swaps	metric tonne	2,250	$1,860	Jul 2014 - Dec 2014
Resin swaps	kiloliter	29,100	JPY58,067 - JPY62,970	Jul 2014 - Aug 2015
Resin swaps	pound	9,000,000	$1.00 - $1.01	Jul 2014 - Dec 2014
Aluminum swaps*	metric tonne	70,187	$1,756 - $2,356	Jul 2014 - Dec 2016
Aluminum swaps	metric tonne	460	JPY186,449 - JPY186,458	Jul 2014 - Nov 2014
Aluminum swaps	pound	20,723,428	$0.18 - $0.20	Jul 2014 - Mar 2015
Natural gas swaps	million BTU	2,048,102	$3.61 - $4.81	Jul 2014 - Dec 2015
Ethylene swaps	metric tonne	5,190	€1,240	Jul 2014 - Jan 2015
Ethylene swaps	pound	5,830,002	$0.48 - $0.49	Jul 2014 - Apr 2015
Paraxylene	pound	17,447,958	$0.65 - $0.72	Jul 2014 - Feb 2015
Polymer-grade propylene swaps	metric tonne	9,375	€1,440 - €1,499	Jul 2014 - Jul 2015
Polymer-grade propylene swaps	pound	68,643,952	$0.69 - $0.77	Jul 2014 - Feb 2015
Benzene swaps	U.S. liquid gallon	23,193,352	$4.24 - $4.75	Jul 2014 - Apr 2015
Diesel swaps	U.S. liquid gallon	49,737,801	$3.73 - $3.94	Jul 2014 - Dec 2015
Electricity swaps	megawatt hour	69,893	NZD65.00 - NZD82.56	Jul 2014 - Jun 2015
Corn swaps	bushel	120,000	$4.75 - $4.85	Jul 2014 - Dec 2014


*	Includes a swap that hedges the price of aluminum for a private label customer contract that expires in December 2016.

The fair values of the derivative contracts are derived from inputs based on quoted market prices or traded exchange market prices and represent the estimated amounts that we would pay or receive to terminate the contracts. As of June 30, 2014, the estimated fair values of the outstanding commodity derivative contracts were a net asset of $2 million. During the six month period ended June 30, 2014, we recognized a $4 million unrealized net gain in other expenses in the profit or loss component of the statement of comprehensive income related to the outstanding commodity derivatives.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods. We, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective as of June 30, 2014.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting during the three month period ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are involved in legal proceedings from time to time in the ordinary course of business. We believe that the outcome of these proceedings will not have a material effect on our financial condition, results of operations or cash flows. There have been no material changes to the legal proceedings disclosed in our Annual Report.

ITEM 1A. RISK FACTORS.

There have been no material changes in the risk factors disclosed in our Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 5. OTHER INFORMATION.

RGHL has received the requested waiver from the Staff of the Division of Corporation Finance with respect to the requirements of Rule 3-09 of Regulation S-X for the year ended December 31, 2013 to file separate financial statements for SIG Combibloc Obeikan FZCO.

SIG owns 50% of SIG Combibloc Obeikan Company Limited, a Saudi Arabian joint venture (“SIG Obeikan”). A minor portion of SIG Obeikan's business includes selling carton sleeves to Iran Dairy Industries Co. - Pegah Product Dairy Production (“IDIC”), which are used for packaging milk and other dairy products. IDIC is, to SIG's knowledge, majority-owned by a pension fund for certain civil servants in Iran and therefore may be indirectly controlled by the government of Iran. For the three and six month periods ended June 30, 2014, SIG Obeikan's gross sales to IDIC were approximately €1.3 million and €1.8 million, respectively, and its net profit from such sales was approximately €0.2 million and €0.6 million, respectively. SIG Obeikan intends to continue this activity.

ITEM 6. EXHIBITS.



Exhibit Number		Description of Exhibit
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer pursuant to section 1350 of Title 18 of the United States Code, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer pursuant to section 1350 of Title 18 of the United States Code, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

31.1 Rule 13a-14(a) Certification

I, Thomas Degnan, the Chief Executive Officer of Reynolds Group Holdings Limited, certify that:

1. I have reviewed this quarterly report of Reynolds Group Holdings Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to

make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period

covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects

the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined

in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

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

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

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

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

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



	/s/ THOMAS DEGNAN
	Thomas Degnan
	Chief Executive Officer
	August 6, 2014

31.2 Rule 13a-14(a) Certification

I, Allen Hugli, the Chief Financial Officer of Reynolds Group Holdings Limited, certify that:

1. I have reviewed this quarterly report of Reynolds Group Holdings Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to

make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period

covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material

respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

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

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,

to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

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



	/s/ ALLEN HUGLI
	Allen Hugli
	Chief Financial Officer
	August 6, 2014

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

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Reynolds Group Holdings Limited for the period ended June 30, 2014 as furnished with the Securities and Exchange Commission on the date hereof, I, Thomas Degnan, as Chief Executive Officer of the company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

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

(2) The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the company.



	/s/ THOMAS DEGNAN
	Thomas Degnan
	Chief Executive Officer
	August 6, 2014

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

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Reynolds Group Holdings Limited for the period ended June 30, 2014 as furnished with the Securities and Exchange Commission on the date hereof, I, Allen Hugli, as Chief Financial Officer of the company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

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

(2) The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the company.



	/s/ ALLEN HUGLI
	Allen Hugli
	Chief Financial Officer
	August 6, 2014

Reynolds Group Holdings Limited

Interim unaudited condensed consolidated financial statements

for the three and six month periods ended

June 30, 2014 and June 30, 2013

Reynolds Group Holdings Limited

Contents

Index to the Financial Statements



Reynolds Group Holdings Limited interim unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2014 and 2013

Interim unaudited condensed consolidated statements of comprehensive income	F-2

Interim unaudited condensed consolidated statements of financial position	F-3

Interim unaudited condensed consolidated statements of changes in equity (deficit)	F-4

Interim unaudited condensed consolidated statements of cash flows	F-5

Notes to the interim unaudited condensed consolidated financial statements	F-6

Beverage Packaging Holdings Group interim unaudited condensed combined financial statements for the three and six month periods ended June 30, 2014 and 2013

Interim unaudited condensed combined statements of comprehensive income	G-1

Interim unaudited condensed combined statements of financial position	G-2

Interim unaudited condensed combined statements of changes in equity (deficit)	G-3

Interim unaudited condensed combined statements of cash flows	G-4

Notes to the interim unaudited condensed combined financial statements	G-5

F-1

Reynolds Group Holdings Limited

Interim unaudited condensed consolidated statements of comprehensive income



		For the three month period ended June 30,				For the six month period ended June 30,
(In $ million)	Note	2014		2013		2014		2013
Revenue		3,615		3,613		6,838		6,912
Cost of sales		(2,920	)	(2,909	)	(5,576	)	(5,595	)
Gross profit		695		704		1,262		1,317
Other income	6	28		8		37		26
Selling, marketing and distribution expenses		(81	)	(87	)	(168	)	(167	)
General and administration expenses		(230	)	(234	)	(464	)	(466	)
Other expenses	7	(45	)	(44	)	(41	)	(51	)
Share of profit of associates and joint ventures, net of income tax		7		7		11		10
Profit from operating activities		374		354		637		669
Financial income	8	8		32		270		17
Financial expenses	8	(376	)	(501	)	(676	)	(896	)
Net financial expenses		(368	)	(469	)	(406	)	(879	)
Profit (loss) before income tax		6		(115	)	231		(210	)
Income tax (expense) benefit	9	(125	)	266		(219	)	282
Profit (loss) for the period		(119	)	151		12		72
Other comprehensive income (loss), net of income tax
Items that may be reclassified into profit (loss)
Exchange differences on translating foreign operations		40		(125	)	49		(41	)
Items that will not be reclassified into profit (loss)
Remeasurement of defined benefit plans		31		136		(62	)	348
Total other comprehensive income (loss), net of income tax		71		11		(13	)	307
Total comprehensive income (loss)		(48	)	162		(1	)	379
Profit (loss) attributable to:
Equity holder of the Group		(119	)	151		11		71
Non-controlling interests		—		—		1		1
		(119	)	151		12		72
Total comprehensive income (loss) attributable to:
Equity holder of the Group		(48	)	162		(2	)	378
Non-controlling interests		—		—		1		1
		(48	)	162		(1	)	379

The interim unaudited condensed consolidated statements of comprehensive income should be read in conjunction with the notes to the interim unaudited condensed consolidated financial statements.

F-2

Reynolds Group Holdings Limited

Interim unaudited condensed consolidated statements of financial position



(In $ million)	Note	As of June 30, 2014		As of December 31, 2013
Assets
Cash and cash equivalents		1,274		1,490
Trade and other receivables		1,638		1,508
Inventories	11	1,752		1,647
Current tax assets		10		14
Assets held for sale		83		36
Derivatives		18		12
Other assets		84		73
Total current assets		4,859		4,780
Related party and other non-current receivables		403		361
Investments in associates and joint ventures		147		149
Deferred tax assets		44		49
Property, plant and equipment		4,357		4,353
Intangible assets		11,873		12,055
Derivatives		695		437
Other assets		247		199
Total non-current assets		17,766		17,603
Total assets		22,625		22,383
Liabilities
Bank overdrafts		2		4
Trade and other payables		1,870		1,799
Liabilities directly associated with assets held for sale		8		38
Borrowings	12	469		471
Current tax liabilities		117		141
Derivatives		17		14
Employee benefits		205		243
Provisions		103		83
Total current liabilities		2,791		2,793
Non-current payables		55		41
Borrowings	12	17,461		17,466
Deferred tax liabilities		1,589		1,474
Derivatives		1		1
Employee benefits		867		743
Provisions		94		96
Total non-current liabilities		20,067		19,821
Total liabilities		22,858		22,614
Net liabilities		(233	)	(231	)
Equity
Share capital		1,695		1,695
Reserves		(1,012	)	(1,004	)
Accumulated losses		(936	)	(942	)
Equity (deficit) attributable to equity holder of the Group		(253	)	(251	)
Non-controlling interests		20		20
Total equity (deficit)		(233	)	(231	)

The interim unaudited condensed consolidated statements of financial position should be read in conjunction with the notes to the interim unaudited condensed consolidated financial statements.

F-3

Reynolds Group Holdings Limited

Interim unaudited condensed consolidated statements of changes in equity (deficit)



(In $ million)	Share capital	Translation of foreign operations		Other reserves⁽¹⁾		Accumulated losses		Equity (deficit) attributable to equity holder of the Group		Non-controlling interests		Total
Balance at the beginning of the period (January 1, 2013)	1,695	354		(1,854	)	(872	)	(677	)	21		(656	)
Total comprehensive income (loss) for the period:
Profit (loss) after tax	—	—		—		71		71		1		72
Remeasurement of defined benefit plans, net of income tax	—	—		348		—		348		—		348
Foreign currency exchange translation reserve	—	(41	)	—		—		(41	)	—		(41	)
Total comprehensive income (loss) for the period	—	(41	)	348		71		378		1		379
Dividends paid to non-controlling interests	—	—		—		—		—		(2	)	(2	)
Balance as of June 30, 2013	1,695	313		(1,506	)	(801	)	(299	)	20		(279	)
Balance at the beginning of the period (January 1, 2014)	1,695	239		(1,243	)	(942	)	(251	)	20		(231	)
Total comprehensive income (loss) for the period:
Profit (loss) after tax	—	—		—		11		11		1		12
Remeasurement of defined benefit plans, net of income tax	—	—		(62	)	—		(62	)	—		(62	)
Foreign currency exchange translation reserve	—	49		—		—		49		—		49
Total comprehensive income (loss) for the period	—	49		(62	)	11		(2	)	1		(1	)
Reclassification upon sale of business	—	—		5		(5	)	—		—		—
Dividends paid to non-controlling interests	—	—		—		—		—		(1	)	(1	)
Balance as of June 30, 2014	1,695	288		(1,300	)	(936	)	(253	)	20		(233	)


(1)	Balances include the cumulative reduction in equity of $1,561 million from common control transactions, with the remainder consisting of the cumulative remeasurement of defined benefit plans.

The interim unaudited condensed consolidated statements of changes in equity (deficit) should be read in conjunction with the notes to the interim unaudited condensed consolidated financial statements.

F-4

Reynolds Group Holdings Limited

Interim unaudited condensed consolidated statements of cash flows



	For the six month period ended June 30,
(In $ million)	2014		2013
Cash flows from operating activities
Profit	12		72
Adjustments for:
Depreciation and amortization	470		519
Impairment charges	6		23
Foreign currency adjustments	(3	)	6
Change in fair value of derivatives	(4	)	15
Net gain on insurance recoveries and disposal of assets	(23	)	(3	)
Share of profit of associates and joint ventures, net of income tax	(11	)	(10	)
Net financial expenses	406		879
Interest paid	(635	)	(670	)
Income tax expense (benefit)	219		(282	)
Income taxes paid, net of refunds received	(73	)	(59	)
Change in trade and other receivables	(142	)	(227	)
Change in inventories	(140	)	(121	)
Change in trade and other payables	107		63
Change in provisions and employee benefits	(22	)	(49	)
Change in other assets and liabilities	(17	)	(10	)
Net cash from operating activities	150		146
Cash flows used in investing activities
Acquisition of property, plant and equipment and intangible assets	(342	)	(325	)
Proceeds from sale of property, plant and equipment and other assets	5		9
Acquisition of businesses and investments in joint ventures, net of cash acquired*	(40	)	(32	)
Proceeds from insurance claims	13		6
Disposal of businesses, net of cash disposed	8		—
Other	16		14
Net cash used in investing activities	(340	)	(328	)
Cash flows used in financing activities
Drawdown of loans and borrowings	88		80
Repayment of loans and borrowings	(104	)	(97	)
Payment of debt transaction costs	(2	)	(2	)
Other	(2	)	(1	)
Net cash used in financing activities	(20	)	(20	)
Net decrease in cash and cash equivalents	(210	)	(202	)
Cash and cash equivalents at the beginning of the period	1,486		1,554
Effect of exchange rate fluctuations on cash and cash equivalents	(4	)	2
Cash and cash equivalents at the end of the period	1,272		1,354
Cash and cash equivalents are comprised of:
Cash and cash equivalents	1,274		1,357
Bank overdrafts	(2	)	(3	)
Cash and cash equivalents at the end of the period	1,272		1,354

On June 30, 2014, the Group acquired 100% of the assets of the Novelis Foil Products North America division of Novelis Inc. and Novelis Corporation for an aggregate purchase price of $30 million. Due to the acquisition date, the purchase price has not yet been fully allocated and the unallocated portion was accounted for within other non-current assets in the Group's consolidated financial statements. During March 2013, the Group acquired a business for an aggregate purchase price of $32 million. The consideration was paid in cash. The purchase accounting was finalized during the three month period ended September 30, 2013 and resulted in goodwill of $13 million and intangible assets of $12 million. The adjustments to reflect the purchase price allocation were included in the three month period ended September 30, 2013 and were immaterial for prior periods.

Significant non-cash financing and investing activities

During the six month period ended June 30, 2014, the Group's aluminum closures business in Germany was sold for $26 million, resulting in a gain of $13 million. The consideration received was in the form of a note receivable.

The interim unaudited condensed consolidated statements of cash flows should be read in conjunction with the notes to the interim unaudited condensed consolidated financial statements.

F-5

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

1.Reporting entity

Reynolds Group Holdings Limited (the “Company”) is a company domiciled in New Zealand and registered under the Companies Act 1993.

The interim unaudited condensed consolidated financial statements of the Company as of June 30, 2014 and for the three and six month periods ended June 30, 2014 and June 30, 2013 comprise the Company and its subsidiaries and their interests in associates and jointly controlled entities. Collectively, these entities are referred to as the “Group."

The address of the registered office of the Company is c/o: Rank Group Limited, Level 9, 148 Quay Street, Auckland 1010, New Zealand.

2. Basis of preparation

2.1 Statement of compliance

The interim unaudited condensed consolidated financial statements have been prepared in accordance with IAS 34 “Interim Financial Reporting.” The disclosures required for interim financial statements are less extensive than the disclosure requirements for annual financial statements and should be read in conjunction with the annual financial statements of the Group for the year ended December 31, 2013. The December 31, 2013 statement of financial position as presented in the interim unaudited condensed consolidated financial statements was derived from the Group's audited financial statements for the year ended December 31, 2013, but does not include the disclosures required by IFRS as issued by the IASB.

The interim unaudited condensed consolidated financial statements were approved by the Board of Directors (the "Directors") on August 6, 2014 in Chicago, Illinois (August 7, 2014 in Auckland, New Zealand).

2.2 Comparative information

During the three month period ended June 30, 2014, the Group made an adjustment to correct a tax provision that was established in error in the first quarter of 2014. The adjustment decreased income tax expense and loss for the period by $7 million for the three month period ended June 30, 2014.

During the year ended December 31, 2013, the Group changed the presentation of the consolidated statement of cash flows from the direct method to the indirect method. Accordingly, the presentation of the consolidated statement of cash flows for the six month period ended June 30, 2013 has been reclassified to conform to this presentation. This change had no financial impact.

2.3 Negative equity

The statement of financial position presents negative equity of $233 million and $231 million as of June 30, 2014 and December 31, 2013, respectively. Total equity has been reduced by $1,561 million as a result of the Group's accounting for the common control acquisitions of the Closures segment and Reynolds consumer products business in 2009 and of the Evergreen segment and Reynolds foodservice packaging business in 2010. The Group accounts for acquisitions under common control of its ultimate shareholder, Mr. Graeme Hart, using the carry-over or book value method. The excess of the purchase price over the carrying values of the share capital acquired is recognized as a reduction in equity.

2.4 Accounting policies and recently issued accounting pronouncements

Accounting policies

The accounting policies applied by the Group in the interim unaudited condensed consolidated financial statements are consistent with those applied by the Group in the annual consolidated financial statements for the year ended December 31, 2013.

Recently issued accounting pronouncements

On May 22, 2014, the IASB issued IFRS 15 “Revenue from Contracts with Customers”. IFRS 15 contains a revised revenue recognition framework. IFRS 15 will be effective for periods beginning on or after January 1, 2017. The Group is currently evaluating the impact of this new standard.

On July 24, 2014, the IASB issued the final version of IFRS 9 “Financial Instruments”. IFRS 9 replaces the guidance in IAS 39 “Financial Instruments: Recognition and Measurement”, and contains revised requirements in relation to the classification, measurement and presentation of financial instruments, including derivatives. IFRS 9 will be effective for periods beginning on or after January 1, 2018. The Group is currently evaluating the impact of this new standard.

There have been no material changes to any previously issued accounting pronouncements or to the Group's evaluation of the related impact as disclosed by the Group in the annual consolidated financial statements for the year ended December 31, 2013.

F-6

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

2.5 Use of estimates and judgments

The preparation of the interim unaudited condensed consolidated financial statements requires the Directors and management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses and disclosure of contingent assets and liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods. The key estimates and assumptions used in the preparation of the interim unaudited condensed consolidated financial statements are consistent with those disclosed by the Group in the annual consolidated financial statements for the year ended December 31, 2013.

3. Financial risk management

3.1 Liquidity risk

The Group’s contractual cash flows related to total borrowings as of June 30, 2014 are as follows:



(In $ million)	Financial liabilities	Less than one year	One to three years	Three to five years	Greater than five years
As of June 30, 2014*	25,031	1,720	4,075	8,706	10,530

As of December 31, 2013*	25,681	1,728	3,198	6,744	14,011


*	The exchange rate on euro-denominated borrowings and the interest rates on the floating rate debt balances have been assumed to be the same as the respective rates as of June 30, 2014 and December 31, 2013.

Trade and other payables that are due in less than one year were $1,870 million and $1,799 million as of June 30, 2014 and December 31, 2013, respectively.

3.2 Fair value measurements recognized in the statements of comprehensive income

The Group’s derivative financial instruments are measured subsequent to initial recognition at fair value and are grouped into levels based on the degree to which the fair value is observable.


•	Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets


•	Level 2 fair value measurements are those derived from inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)


•	Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs)

All of the Group's derivative financial instruments were in Level 2 as of June 30, 2014 and December 31, 2013 and are valued using models or other valuation methodologies. These models are primarily industry standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Changes in any one or more of these assumptions could have a significant impact on the values.

There were no transfers between any levels during the six month period ended June 30, 2014. There have been no changes in the classifications of financial instruments as a result of a change in the purpose or use of these instruments.

4. Segment reporting

The Group's reportable business segments are as follows:


•	SIG — SIG is a manufacturer of aseptic carton packaging systems for both beverage and liquid food products, ranging from juices and milk to soups and sauces. SIG supplies complete aseptic carton packaging systems, which include aseptic filling machines, aseptic cartons, spouts, caps and closures and related services.

•

Evergreen — Evergreen is a vertically integrated manufacturer of fresh carton packaging for beverage products, primarily serving the juice and milk end-markets. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons, spouts and filling machines. Evergreen produces liquid packaging board for its internal requirements and to sell to other manufacturers. Evergreen also produces paper products for commercial printing.


•	Closures — Closures is a manufacturer of plastic beverage caps, closures and high speed rotary capping equipment, primarily serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market.


•	Reynolds Consumer Products — Reynolds Consumer Products is a U.S. manufacturer of branded and store branded consumer products such as aluminum foil, wraps, waste bags, food storage bags and disposable tableware and cookware.

F-7

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

•

Pactiv Foodservice — Pactiv Foodservice is a manufacturer of foodservice and food packaging products. Pactiv Foodservice offers a comprehensive range of products including tableware items, takeout service containers, clear rigid-display packaging, microwaveable containers, foam trays, dual-ovenable paperboard containers, cups and lids, molded fiber and PET egg cartons, meat and poultry trays, absorbent tray pads, plastic film and aluminum containers.


•	Graham Packaging — Graham Packaging is a manufacturer of value-added, custom blow molded plastic containers for branded consumer products.

The Chief Operating Decision Maker does not review the business activities of the Group based on geography.

The accounting policies applied by each segment are the same as the Group’s accounting policies. Results from operating activities represent the profit earned by each segment without allocation of central administrative revenues and expenses, financial income and expenses, and income tax benefit or expense.

The performance of the operating segments is assessed by the Chief Operating Decision Maker based on adjusted EBITDA. Adjusted EBITDA is defined as net profit before income tax expense, net financial expenses, depreciation and amortization, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income or expense, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write-downs and equity method profit net of cash distributed.

Segment assets and liabilities exclude intercompany transactions, which affect balances as a result of trade and borrowings between the segments. Corporate/Unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions between segments.

Prior to January 1, 2014 Pactiv Foodservice's sales of Hefty and store brand products to Reynolds Consumer Products and Reynolds Consumer Products' sales of non-branded products to Pactiv Foodservice were sold at cost. Effective January 1, 2014, sales between Pactiv Foodservice and Reynolds Consumer Products are determined with reference to prevailing market prices on an arm's-length basis. The results for the three and six month periods ended June 30, 2013 have been revised to reflect the current pricing for comparability purposes. There is no impact to the consolidated financial results. With this change, all inter-segment pricing is determined with reference to prevailing market pricing on an arm's-length basis. In addition, Pactiv Foodservice's presentation of inter-segment revenue and cost of sales for the three and six month periods ended June 30, 2013 has been revised to properly reflect the amounts reported for an adjustment of an intercompany elimination entry. This resulted in an equal increase to inter-segment revenue and cost of sales in Pactiv Foodservice in the amount of $15 million and $33 million, respectively, offset by an elimination of the same amount in Corporate/Unallocated. The adjustments do not impact gross profit or the consolidated financial results.

The following tables reflect the impact of these adjustments on previously reported periods:



	Reynolds Consumer Products		Pactiv Foodservice		Corporate/Unallocated
(In $ million)	Previously reported	Revised	Previously reported	Revised	Previously reported		Revised
Adjusted EBITDA
For the three month period ended March 31, 2013	131	123	117	127	(7	)	(9	)
For the three month period ended June 30, 2013	145	133	158	170	(14	)	(14	)
For the three month period ended September 30, 2013	138	128	165	175	(12	)	(12	)
For the year ended December 31, 2013	596	555	583	626	(42	)	(44	)



	Reynolds Consumer Products		Pactiv Foodservice		Corporate/Unallocated
(In $ million)	Previously reported	Revised	Previously reported	Revised	Previously reported		Revised
Adjusted EBITDA
For the three month period ended March 31, 2012	136	127	151	162	(19	)	(21	)
For the three month period ended June 30, 2012	134	120	163	177	(11	)	(11	)
For the three month period ended September 30, 2012	146	136	157	167	(3	)	(3	)
For the year ended December 31, 2012	603	558	611	657	(44	)	(45	)

F-8

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

Business segment reporting



	For the three month period ended June 30, 2014
(In $ million)	SIG		Evergreen		Closures		Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Corporate / Unallocated		Total
Total external revenue	562		401		313		691		902		746		—		3,615
Total inter-segment revenue	—		24		5		31		136		—		(196	)	—
Total segment revenue	562		425		318		722		1,038		746		(196	)	3,615
Gross profit	138		79		58		165		147		106		2		695
Expenses and other income	(50	)	(23	)	(26	)	(52	)	(59	)	(58	)	(60	)	(328	)
Share of profit of associates and joint ventures	6		1		—		—		—		—		—		7
Earnings before interest and tax (“EBIT”)	94		57		32		113		88		48		(58	)	374
Financial income															8
Financial expenses															(376	)
Profit (loss) before income tax															6
Income tax (expense) benefit															(125	)
Profit (loss) after income tax															(119	)

Earnings before interest and tax (“EBIT”)	94		57		32		113		88		48		(58	)	374
Depreciation and amortization	31		15		18		23		62		84		2		235
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	125		72		50		136		150		132		(56	)	609

F-9

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014



	For the three month period ended June 30, 2014
(In $ million)	SIG		Evergreen		Closures	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging	Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	125		72		50	136		150		132	(56	)	609
Included in EBITDA:
Asset impairment charges	—		—		—	—		1		3	—		4
Business acquisition and integration costs	—		—		—	1		—		—	—		1
Equity method profit, net of cash distributed	—		(1	)	—	—		—		—	—		(1	)
Non-cash pension expense	—		—		—	—		—		—	8		8
Operational process engineering-related consultancy costs	2		—		—	—		—		2	—		4
Related party management fee	—		—		—	—		—		—	39		39
Restructuring costs, net of reversals	18		—		1	—		10		3	—		32
Unrealized (gain) loss on derivatives	(6	)	1		—	(6	)	(8	)	—	—		(19	)
Other	—		—		—	1		—		—	—		1
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)	139		72		51	132		153		140	(9	)	678

F-10

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014



	For the six month period ended June 30, 2014
(In $ million)	SIG		Evergreen		Closures		Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Corporate / Unallocated		Total
Total external revenue	1,061		780		572		1,269		1,696		1,460		—		6,838
Total inter-segment revenue	—		51		12		61		269		—		(393	)	—
Total segment revenue	1,061		831		584		1,330		1,965		1,460		(393	)	6,838
Gross profit	263		138		104		300		277		178		2		1,262
Expenses and other income	(107	)	(45	)	(42	)	(115	)	(129	)	(116	)	(82	)	(636	)
Share of profit of associates and joint ventures	10		1		—		—		—		—		—		11
Earnings before interest and tax (“EBIT”)	166		94		62		185		148		62		(80	)	637
Financial income															270
Financial expenses															(676	)
Profit (loss) before income tax															231
Income tax (expense) benefit															(219	)
Profit (loss) after income tax															12

Earnings before interest and tax (“EBIT”)	166		94		62		185		148		62		(80	)	637
Depreciation and amortization	61		29		37		47		123		171		2		470
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	227		123		99		232		271		233		(78	)	1,107

F-11

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014



	For the six month period ended June 30, 2014
(In $ million)	SIG		Evergreen		Closures		Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging	Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	227		123		99		232		271		233	(78	)	1,107
Included in EBITDA:
Asset impairment charges	—		—		—		—		2		4	—		6
Business acquisition and integration costs	—		—		—		2		—		—	—		2
Equity method profit, net of cash distributed	2		(1	)	—		—		—		—	—		1
Gain on sale of businesses and properties	—		—		(13	)	—		(1	)	—	—		(14	)
Non-cash pension expense	—		—		—		—		—		—	15		15
Operational process engineering-related consultancy costs	3		—		—		—		—		5	—		8
Plant damages and associated insurance recoveries, net	—		—		—		—		(7	)	—	—		(7	)
Related party management fee	—		—		—		—		—		—	39		39
Restructuring costs, net of reversals	21		1		1		1		12		15	—		51
Unrealized (gain) loss on derivatives	(3	)	—		4		(5	)	—		—	—		(4	)
Other	—		—		—		1		—		—	4		5
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)	250		123		91		231		277		257	(20	)	1,209
Segment assets as of June 30, 2014	3,368		1,101		1,645		4,301		5,549		5,240	1,421		22,625
Segment liabilities as of June 30, 2014	763		554		347		1,030		1,647		858	17,659		22,858

F-12

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014



	For the three month period ended June 30, 2013
(In $ million)	SIG		Evergreen		Closures		Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Corporate / Unallocated		Total
Total external revenue	560		384		324		654		900		791		—		3,613
Total inter-segment revenue	—		24		4		31		150		—		(209	)	—
Total segment revenue	560		408		328		685		1,050		791		(209	)	3,613
Gross profit	134		63		57		170		186		93		1		704
Expenses and other income	(66	)	(22	)	(33	)	(64	)	(79	)	(63	)	(30	)	(357	)
Share of profit of associates and joint ventures	6		1		—		—		—		—		—		7
Earnings before interest and tax (“EBIT”)	74		42		24		106		107		30		(29	)	354
Financial income															32
Financial expenses															(501	)
Profit (loss) before income tax															(115	)
Income tax (expense) benefit															266
Profit (loss) after income tax															151

Earnings before interest and tax (“EBIT”)	74		42		24		106		107		30		(29	)	354
Depreciation and amortization	42		14		19		23		59		99		—		256
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	116		56		43		129		166		129		(29	)	610

F-13

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014



	For the three month period ended June 30, 2013
(In $ million)	SIG		Evergreen	Closures		Reynolds Consumer Products	Pactiv Foodservice		Graham Packaging	Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	116		56	43		129	166		129	(29	)	610
Included in EBITDA:
Asset impairment charges	—		—	—		—	—		2	—		2
Business acquisition and integration costs	—		—	—		—	—		11	—		11
Equity method profit, net of cash distributed	(1	)	—	—		—	—		—	—		(1	)
Gain on sale of businesses and properties	—		—	—		—	(1	)	—	—		(1	)
Non-cash pension expense	—		—	—		—	—		—	15		15
Operational process engineering-related consultancy costs	1		—	—		—	—		—	—		1
Plant damages and associated insurance recoveries, net	—		—	—		—	(1	)	—	—		(1	)
Restructuring costs, net of reversals	—		—	4		1	2		1	—		8
Unrealized (gain) loss on derivatives	7		1	(1	)	3	3		—	—		13
Other	—		—	1		—	1		—	—		2
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)	123		57	47		133	170		143	(14	)	659

F-14

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014



	For the six month period ended June 30, 2013
(In $ million)	SIG		Evergreen		Closures		Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Corporate / Unallocated		Total
Total external revenue	1,074		759		602		1,212		1,689		1,576		—		6,912
Total inter-segment revenue	—		47		7		65		288		—		(407	)	—
Total segment revenue	1,074		806		609		1,277		1,977		1,576		(407	)	6,912
Gross profit	263		129		101		325		321		180		(2	)	1,317
Expenses and other income	(100	)	(44	)	(65	)	(128	)	(147	)	(127	)	(47	)	(658	)
Share of profit of associates and joint ventures	9		1		—		—		—		—		—		10
Earnings before interest and tax (“EBIT”)	172		86		36		197		174		53		(49	)	669
Financial income															17
Financial expenses															(896	)
Profit (loss) before income tax															(210	)
Income tax (expense) benefit															282
Profit (loss) after income tax															72

Earnings before interest and tax (“EBIT”)	172		86		36		197		174		53		(49	)	669
Depreciation and amortization	92		28		39		47		120		193		—		519
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	264		114		75		244		294		246		(49	)	1,188

F-15

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014



	For the six month period ended June 30, 2013
(In $ million)	SIG		Evergreen	Closures	Reynolds Consumer Products	Pactiv Foodservice		Graham Packaging	Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	264		114	75	244	294		246	(49	)	1,188
Included in EBITDA:
Asset impairment charges	—		—	—	—	2		4	—		6
Business acquisition and integration costs	—		—	—	—	—		22	—		22
Gain on sale of businesses and properties	(2	)	—	—	—	(1	)	—	—		(3	)
Non-cash changes in inventory and provisions	—		—	—	—	—		—	(3	)	(3	)
Non-cash pension expense	—		—	—	—	—		—	29		29
Operational process engineering-related consultancy costs	2		—	—	—	—		—	—		2
Plant damages and associated insurance recoveries, net	—		—	—	—	(8	)	—	—		(8	)
Restructuring costs, net of reversals	—		—	4	1	7		4	—		16
Unrealized (gain) loss on derivatives	1		—	—	11	2		—	—		14
VAT and customs refunds on historical imports	(16	)	—	—	—	—		—	—		(16	)
Other	—		—	1	—	1		—	—		2
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)	249		114	80	256	297		276	(23	)	1,249
Segment assets as of December 31, 2013	3,272		1,085	1,624	4,198	5,503		5,308	1,393		22,383
Segment liabilities as of December 31, 2013	770		468	320	911	1,415		893	17,837		22,614

F-16

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

5. Seasonality

Our business is impacted by seasonal fluctuations.

SIG

SIG's operations are moderately seasonal. SIG's customers are principally engaged in providing products such as beverages and liquid foods that are generally less sensitive to seasonal effects, although SIG experiences some seasonality as a result of increased consumption of juices and tea during the summer months in Europe. SIG therefore typically experiences a greater level of carton sleeve sales in the second and third quarters. Sales in the fourth quarter can increase due to additional purchases by customers prior to the end of the year to achieve annual volume rebates that SIG offers.

Evergreen

Evergreen's operations are moderately seasonal. Evergreen's customers are principally engaged in providing products that are generally less sensitive to seasonal effects, although Evergreen does experience some seasonality as a result of increased consumption of milk by school children during the North American academic year. Evergreen therefore typically experiences a greater level of carton product sales in the first and fourth quarters when North American schools are in session.

Closures

Closures' operations are moderately seasonal. Closures experiences some seasonality as a result of increased consumption of bottled beverages during the summer months. In order to avoid capacity shortfalls in the summer months, Closures' customers typically begin building inventories in advance of the summer season. Therefore, Closures typically experiences a greater level of closure sales in the Northern Hemisphere during the second and third quarters.

Reynolds Consumer Products

Reynolds Consumer Products' operations are moderately seasonal with higher levels of sales of cooking and tableware products around major U.S. holidays. Sales of cooking products are typically higher in the fourth quarter of the year, primarily due to the holiday use of Reynolds Wrap foil, Reynolds Oven Bags and Reynolds Parchment Paper. Sales of tableware products are higher in the second quarter of the year due to outdoor summer holiday use of disposable tableware plates, cups and bowls. Sales of waste and storage products are slightly higher in the second half of the year in North America, coinciding with the outdoor fall cleanup season.

Pactiv Foodservice

Pactiv Foodservice's operations are moderately seasonal, peaking during the summer and fall months in the Northern Hemisphere when the favorable weather, harvest and the holiday season lead to increased consumption of foodservice and food packaging products. Pactiv Foodservice therefore typically experiences a greater level of sales in the second through fourth quarters.

Graham Packaging

Graham Packaging's operations are slightly seasonal with higher levels of unit volume sales in the second and third quarters. Graham Packaging experiences some seasonality of bottled beverages during the summer months, most significantly in North America. Typically Graham Packaging begins to build inventory in the first and early second quarters to prepare for the summer demand.

6. Other income



	For the three month period ended June 30,		For the six month period ended June 30,
(In $ million)	2014	2013	2014	2013
Gain on sale of businesses	—	—	14	—
Gain on sale of non-current assets	—	1	1	3
Income from facility management	1	—	1	1
Income from miscellaneous services	1	2	2	3
Insurance recoveries	5	—	8	6
Litigation settlement	—	—	—	3
Net foreign currency exchange gain	1	—	3	—
Non-cash change in provisions	—	—	—	3
Rental income from investment properties	—	1	1	1
Royalty income	1	2	1	2
Unrealized gains on derivatives	19	—	4	—
Other	—	2	2	4
Total other income	28	8	37	26

F-17

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

Other income includes insurance recoveries related to plant damages in the Pactiv Foodservice segment. The Group expects to receive additional insurance recoveries in 2014.

7. Other expenses



	For the three month period ended June 30,				For the six month period ended June 30,
(In $ million)	2014		2013		2014		2013
Asset impairment charges	(4	)	(2	)	(6	)	(6	)
Business acquisition and integration costs	—		(11	)	—		(22	)
Net foreign currency exchange loss	—		(7	)	—		(6	)
Operational process engineering-related consultancy costs	(2	)	(1	)	(3	)	(2	)
Plant damages, net of insurance recoveries	—		1		7		8
Related party management fee	(39	)	—		(39	)	—
Restructuring costs	—		(5	)	—		(9	)
Unrealized losses on derivatives	—		(13	)	—		(14	)
VAT and customs refunds on historical imports	—		—		—		6
Other	—		(6	)	—		(6	)
Total other expenses	(45	)	(44	)	(41	)	(51	)

Rank Group Limited, an entity that is also controlled by the Group’s ultimate shareholder, charged the Group a Management Fee (as defined in note 14) of $39 million in June 2014. No Management Fee was charged during the six month period ended June 30, 2013.

F-18

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

8. Financial income and expenses



	For the three month period ended June 30,				For the six month period ended June 30,
(In $ million)	2014		2013		2014		2013
Interest income	2		3		4		8
Interest income on related party loans	6		5		11		9
Net gain in fair values of derivatives	—		—		255		—
Net foreign currency exchange gain	—		24		—		—
Financial income	8		32		270		17
Interest expense on:
Securitization Facility	(2	)	(3	)	(4	)	(5	)
2013 Credit Agreement	(27	)	—		(53	)	—
2012 Credit Agreement	—		(31	)	—		(63	)
September 2012 Senior Secured Notes	(46	)	(46	)	(93	)	(93	)
August 2011 Notes	(85	)	(85	)	(170	)	(170	)
February 2011 Notes	(38	)	(38	)	(76	)	(76	)
October 2010 Notes	(60	)	(60	)	(121	)	(121	)
May 2010 Senior Notes	(22	)	(22	)	(43	)	(43	)
2013 Notes	(18	)	—		(36	)	—
2007 Notes	—		(25	)	—		(51	)
Pactiv 2017 Notes	(6	)	(6	)	(12	)	(12	)
Pactiv 2018 Notes	(1	)	(1	)	(1	)	(1	)
Pactiv 2025 Notes	(5	)	(5	)	(11	)	(11	)
Pactiv 2027 Notes	(4	)	(4	)	(8	)	(8	)
Amortization of:
Debt issuance costs:
Securitization Facility	(1	)	(1	)	(1	)	(1	)
2013 Credit Agreement	(1	)	—		(1	)	—
2012 Credit Agreement	—		(1	)	—		(1	)
September 2012 Senior Secured Notes	(2	)	(2	)	(3	)	(3	)
August 2011 Notes	(2	)	(3	)	(5	)	(5	)
February 2011 Notes	—		—		(1	)	(1	)
October 2010 Notes	(3	)	(2	)	(5	)	(4	)
May 2010 Senior Notes	(1	)	(1	)	(2	)	(2	)
2013 Notes	(1	)	—		(2	)	—
2007 Notes	—		(1	)	—		(2	)
Fair value adjustment on acquired notes	—		—		1		1
Original issue discounts	—		(1	)	(1	)	(1	)
Embedded derivatives	2		3		5		5
Net loss in fair values of derivatives	(27	)	(163	)	—		(176	)
Net foreign currency exchange loss	(21	)	—		(23	)	(44	)
Other	(5	)	(3	)	(10	)	(8	)
Financial expenses	(376	)	(501	)	(676	)	(896	)
Net financial expenses	(368	)	(469	)	(406	)	(879	)

Refer to note 12 for information on the Group's borrowings.

F-19

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

9. Income tax



	For the three month period ended June 30,				For the six month period ended June 30,
(In $ million)	2014		2013		2014		2013
Reconciliation of effective tax rate
Profit (loss) before income tax	6		(115	)	231		(210	)
Income tax (expense) benefit using the New Zealand tax rate of 28%	(2	)	32		(65	)	59
Effect of tax rate differences in foreign jurisdictions	10		14		9		27
Effect of tax rates in state and local jurisdictions	(2	)	2		(4	)	2
Permanent differences and annualized tax rate adjustment	(122	)	242		(146	)	258
Withholding tax	(4	)	(2	)	(7	)	(5	)
Tax rate modifications	—		(2	)	7		1
Recognition of previously unrecognized tax losses and temporary differences	(7	)	(1	)	4		7
Unrecognized tax losses and temporary differences	(6	)	(13	)	(14	)	(57	)
Tax uncertainties	7		(1	)	4		—
Tax on unremitted earnings	3		(5	)	(4	)	(11	)
Over (under) provided in prior periods	(1	)	—		(2	)	1
Other	(1	)	—		(1	)	—
Total income tax (expense) benefit	(125	)	266		(219	)	282

In interim periods, the Group computes an estimated annual effective tax rate for each taxing jurisdiction based on forecasted full-year pre-tax income and permanent items. The estimated annual effective tax rate is applied to each taxing jurisdiction's year-to-date pre-tax income, excluding items for which the tax impact is determined separately. The annualized tax rate calculation allocates estimated full-year income taxes between interim periods, but has no effect on cash taxes paid.

For the three month period ended June 30, 2014, the Group recognized income tax expense of $125 million on profit before income tax of $6 million compared to an income tax benefit of $266 million on a loss before income tax of $115 million for the three month period ended June 30, 2013. The increase in the effective tax rate is primarily a result of higher U.S. tax expense from the application of the estimated full year U.S. annual effective tax rate to actual pre-tax income in the U.S.

For the six month period ended June 30, 2014, the Group recognized income tax expense of $219 million on profit before income tax of $231 million (an effective tax rate of 95%) compared to an income tax benefit of $282 million on a loss before income tax of $210 million (an effective tax rate of 134%) for the six month period ended June 30, 2013. The decrease in the effective tax rate is primarily a result of the mix of book income and losses taxed at varying rates among the jurisdictions in which the Group operates.

In addition to the above amounts, for the three and six month periods ended June 30, 2014, the Group has recognized a tax expense of $15 million and a tax benefit of $44 million, respectively, directly in other comprehensive income (three and six month periods ended June 30, 2013: tax expense of $85 million and $208 million, respectively).

10. Depreciation and amortization expenses

Property, plant and equipment

Depreciation expense related to property, plant and equipment is recognized in the following components in the statements of comprehensive income:



	For the three month period ended June 30,		For the six month period ended June 30,
(In $ million)	2014	2013	2014	2013
Cost of sales	155	173	311	344
Selling, marketing and distribution expenses	1	—	2	1
General and administration expenses	6	4	11	8
Total depreciation expense	162	177	324	353

F-20

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

Intangible assets

Amortization expense related to intangible assets is recognized in the following components in the statements of comprehensive income:



	For the three month period ended June 30,		For the six month period ended June 30,
(In $ million)	2014	2013	2014	2013
Cost of sales	13	19	26	47
General and administration expenses	60	60	120	119
Total amortization expense	73	79	146	166

11. Inventories



(In $ million)	As of June 30, 2014		As of December 31, 2013
Raw materials and consumables	454		438
Work in progress	256		239
Finished goods	939		870
Engineering and maintenance materials	157		155
Provision against inventories	(54	)	(55	)
Total inventories	1,752		1,647

During the three and six month periods ended June 30, 2014, the raw materials elements of inventory recognized as a component of cost of sales totaled $1,770 million and $3,293 million, respectively (three and six month periods ended June 30, 2013: $1,660 million and $3,139 million, respectively).

F-21

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

12. Borrowings

As of June 30, 2014, the Group was in compliance with all of its covenants.

The Group's borrowings are detailed below:



(In $ million)	As of June 30, 2014	As of December 31, 2013
Securitization Facility^(a)(r)	434	438
2013 Credit Agreement^(b)(s)	26	27
Non-interest bearing related party borrowings	1	1
Other borrowings^(w)	8	5
Current borrowings	469	471
2013 Credit Agreement^(b)(s)	2,570	2,586
September 2012 Senior Secured Notes^(c)(t)	3,223	3,222
February 2012 Senior Notes^(d)(t)	9	9
August 2011 Senior Secured Notes^(e)(t)	1,476	1,475
August 2011 Senior Notes^(f)(t)	2,198	2,195
February 2011 Senior Secured Notes^(g)(t)	997	998
February 2011 Senior Notes^(h)(t)	997	996
October 2010 Senior Secured Notes^(i)(t)	1,480	1,478
October 2010 Senior Notes^(j)(t)	1,476	1,474
May 2010 Senior Notes^(k)(t)	987	985
2013 Senior Notes^(l)(u)	644	644
2013 Senior Subordinated Notes^(m)(u)	585	584
Pactiv 2017 Notes^(n)(v)	309	310
Pactiv 2018 Notes^(o)(v)	16	16
Pactiv 2025 Notes^(p)(v)	270	270
Pactiv 2027 Notes^(q)(v)	197	197
Other borrowings^(w)	27	27
Non-current borrowings	17,461	17,466
Total borrowings	17,930	17,937



(In $ million)		As of June 30, 2014		As of December 31, 2013
(a)	Securitization Facility	440		445
	Debt issuance costs	(6	)	(7	)
	Carrying amount	434		438
(b)	2013 Credit Agreement (current and non-current)	2,605		2,623
	Debt issuance costs	(9	)	(10	)
	Carrying amount	2,596		2,613
(c)	September 2012 Senior Secured Notes	3,250		3,250
	Debt issuance costs	(45	)	(48	)
	Embedded derivative	18		20
	Carrying amount	3,223		3,222
(d)	February 2012 Senior Notes	9		9
	Carrying amount	9		9
(e)	August 2011 Senior Secured Notes	1,500		1,500
	Debt issuance costs	(25	)	(26	)
	Original issue discount	(8	)	(9	)
	Embedded derivative	9		10
	Carrying amount	1,476		1,475

F-22

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014



(In $ million)		As of June 30, 2014		As of December 31, 2013
(f)	August 2011 Senior Notes	2,241		2,241
	Debt issuance costs	(47	)	(51	)
	Original issue discount	(5	)	(5	)
	Embedded derivative	9		10
	Carrying amount	2,198		2,195
(g)	February 2011 Senior Secured Notes	1,000		1,000
	Debt issuance costs	(14	)	(14	)
	Embedded derivative	11		12
	Carrying amount	997		998
(h)	February 2011 Senior Notes	1,000		1,000
	Debt issuance costs	(12	)	(13	)
	Embedded derivative	9		9
	Carrying amount	997		996
(i)	October 2010 Senior Secured Notes	1,500		1,500
	Debt issuance costs	(26	)	(28	)
	Embedded derivative	6		6
	Carrying amount	1,480		1,478
(j)	October 2010 Senior Notes	1,500		1,500
	Debt issuance costs	(30	)	(33	)
	Embedded derivative	6		7
	Carrying amount	1,476		1,474
(k)	May 2010 Senior Notes	1,000		1,000
	Debt issuance costs	(19	)	(21	)
	Embedded derivative	6		6
	Carrying amount	987		985
(l)	2013 Senior Notes	650		650
	Debt issuance costs	(6	)	(6	)
	Carrying amount	644		644
(m)	2013 Senior Subordinated Notes	590		590
	Debt issuance costs	(5	)	(6	)
	Carrying amount	585		584
(n)	Pactiv 2017 Notes	300		300
	Fair value adjustment at acquisition	9		10
	Carrying amount	309		310
(o)	Pactiv 2018 Notes	16		16
	Fair value adjustment at acquisition	—		—
	Carrying amount	16		16
(p)	Pactiv 2025 Notes	276		276
	Fair value adjustment at acquisition	(6	)	(6	)
	Carrying amount	270		270
(q)	Pactiv 2027 Notes	200		200
	Fair value adjustment at acquisition	(3	)	(3	)
	Carrying amount	197		197

(r) Securitization Facility

Certain members of the Group are parties to a receivables loan and security agreement pursuant to which the Group can borrow up to $600 million (the "Securitization Facility"). The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the Group. The Securitization Facility matures on November 7, 2017 and accrues interest at a rate of either the cost of funds in commercial paper or LIBOR, set daily, plus, in each case, a margin of 1.90%. During the six month period ended June 30, 2014, interest was charged at a rate between 2.08% and 2.10%. The Securitization Facility is secured by all of the assets of the borrower, Beverage Packaging Factoring (Luxembourg) S.à r.l., which consist primarily of the eligible trade receivables and cash. The terms of the Securitization Facility do not result in the derecognition of the trade receivables by the Group. Amounts drawn under the Securitization Facility are presented as current borrowings, as amounts drawn are required to be repaid when the receivables are collected.

F-23

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

(s) 2013 Credit Agreement

The Company and certain members of the Group are parties to a senior secured credit agreement dated September 28, 2012 as amended on November 27, 2013 and on December 27, 2013 (the "2013 Credit Agreement"), which amended the previous terms. The 2013 Credit Agreement comprises the following term and revolving tranches:



	Currency	Maturity date	Original facility value (in million)	Value drawn or utilized as of June 30, 2014 (in million)	Applicable interest rate as of June 30, 2014
Term Tranches
U.S. Term Loan	$	December 1, 2018	2,213	2,202	3 month LIBOR floor of 1.000% + 3.000%
European Term Loan	€	December 1, 2018	297	295	3 month EURIBOR floor of 1.000% + 3.250%
Revolving Tranches⁽¹⁾
Revolving Tranche	$	December 27, 2018	120	64	—
Revolving Tranche	€	December 27, 2018	54	15	—


(1)	The Revolving Tranches were utilized in the form of bank guarantees and letters of credit.

The Company and certain members of the Group have guaranteed on a senior basis the obligations under the 2013 Credit Agreement and related documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations under the 2013 Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the October 2010 Senior Secured Notes, the February 2011 Senior Secured Notes, the August 2011 Senior Secured Notes and the September 2012 Senior Secured Notes (each as defined below, and together the “Reynolds Senior Secured Notes”).

Indebtedness under the 2013 Credit Agreement may be voluntarily repaid in whole or in part and must be mandatorily repaid in certain circumstances. The borrowers also make quarterly amortization payments of 0.25% of the original outstanding principal in respect of the term loans, which commenced with the fiscal quarter ended March 31, 2014. Beginning with the fiscal year ending December 31, 2014, the borrowers are also required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% if a specified senior secured first lien leverage ratio is met) as determined in accordance with the 2013 Credit Agreement.

The 2013 Credit Agreement contains customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the 2013 Credit Agreement. The Group also has a maximum senior secured first lien leverage ratio covenant. In addition, total assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 25% or less of the adjusted consolidated total assets of the Group as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available, and the aggregate of the EBITDA of the non-guarantor companies is required to be 25% or less of the consolidated EBITDA of the Group for the period of four consecutive fiscal quarters of the Company for which financial statements are available, in each case calculated in accordance with the 2013 Credit Agreement (the "Guarantor Coverage Test") which may differ from the measure of Adjusted EBITDA as disclosed in note 4. If the Group is unable to meet the Guarantor Coverage Test, the Group will be required to add additional subsidiary guarantors as necessary to satisfy such requirements. The 2013 Credit Agreement provides the Group with greater flexibility to exclude certain non-U.S. companies from the collateral and guarantee requirements. Provided that the Group meets the Guarantor Coverage Test, the Group has the ability to designate certain non-U.S. companies as excluded subsidiaries which would result in such non-U.S. companies no longer guaranteeing the 2013 Credit Agreement and being released from their guarantees of the Reynolds Notes (as defined below) and the 2013 Notes (as defined below).

F-24

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

(t) Reynolds Notes

The Group's borrowings as of June 30, 2014 issued by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) S.A. (together, the "Reynolds Notes Issuers") are defined and summarized below:

Currency

Issue date

Principal amounts outstanding (in million)

Interest rate

Maturity date

Semi-annual interest payment dates

September 2012 Senior Secured Notes

September 28, 2012

3,250

5.750%

October 15, 2020

April 15 and October 15

February 2012 Senior Notes

February 15, 2012

9.875%

August 15, 2019

February 15 and August 15

August 2011 Senior Secured Notes

August 9, 2011

1,500

7.875%

August 15, 2019

February 15 and August 15

August 2011 Senior Notes

August 9, 2011 and August 10, 2012

2,241

9.875%

August 15, 2019

February 15 and August 15

February 2011 Senior Secured Notes

February 1, 2011

1,000

6.875%

February 15, 2021

February 15 and August 15

February 2011 Senior Notes

February 1, 2011

1,000

8.250%

February 15, 2021

February 15 and August 15

October 2010 Senior Secured Notes

October 15, 2010

1,500

7.125%

April 15, 2019

April 15 and October 15

October 2010 Senior Notes

October 15, 2010

1,500

9.000%

April 15, 2019

April 15 and October 15

May 2010 Senior Notes

May 4, 2010

1,000

8.500%

May 15, 2018

May 15 and November 15

The August 2011 Senior Secured Notes and the August 2011 Senior Notes are collectively defined as the "August 2011 Notes." The February 2011 Senior Secured Notes and the February 2011 Senior Notes are collectively defined as the "February 2011 Notes." The October 2010 Senior Secured Notes and the October 2010 Senior Notes are collectively defined as the "October 2010 Notes."

As used herein, “Reynolds Notes” refers to the September 2012 Senior Secured Notes, the February 2012 Senior Notes, the August 2011 Notes, the February 2011 Notes, the October 2010 Notes and the May 2010 Senior Notes.

Assets pledged as security for loans and borrowings

The shares in Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”) and Beverage Packaging Holdings (Luxembourg) II S.A. ("BP II") (wholly-owned subsidiaries of the Company) have been pledged as collateral to support the obligations under the 2013 Credit Agreement and the Reynolds Senior Secured Notes. In addition, BP I, certain subsidiaries of BP I and BP II have pledged certain of their assets (including shares and equity interests) as collateral to support the obligations under the 2013 Credit Agreement and the Reynolds Senior Secured Notes.

Additional information regarding the Reynolds Notes

The guarantee and security arrangements, indenture restrictions, early redemption options and change of control provisions for the Reynolds Notes are unchanged from December 31, 2013.

(u) 2013 Notes

As of June 30, 2014, the Group had outstanding the following notes (defined below, and together the “2013 Notes”) issued by BP II and Beverage Packaging Holdings II Issuer Inc., a wholly-owned indirect subsidiary of the Company:

Currency

Issue date

Principal amounts outstanding

(in million)

Interest rate

Maturity date

Semi-annual interest payment dates

2013 Senior Notes

November 15, 2013

650

5.625%

December 15, 2016

June 15 and December 15

2013 Senior Subordinated Notes

December 10, 2013

590

6.000%

June 15, 2017

June 15 and December 15

The guarantee arrangements, indenture restrictions, early redemption options and change of control provisions for the 2013 Notes are unchanged from December 31, 2013.

(v) Pactiv Notes

As of June 30, 2014, the Group had outstanding the following notes (defined below, and together the “Pactiv Notes”) issued by Pactiv LLC (formerly Pactiv Corporation):

F-25

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

Currency

Date acquired by the Group

Principal amounts outstanding

(in million)

Interest rate

Maturity date

Semi-annual interest payment dates

Pactiv 2017 Notes

November 16, 2010

300

8.125%

June 15, 2017

June 15 and December 15

Pactiv 2018 Notes

November 16, 2010

6.400%

January 15, 2018

January 15 and July 15

Pactiv 2025 Notes

November 16, 2010

276

7.950%

December 15, 2025

June 15 and December 15

Pactiv 2027 Notes

November 16, 2010

200

8.375%

April 15, 2027

April 15 and October 15

The guarantee arrangements, indenture restrictions and redemption terms for the Pactiv Notes are unchanged from December 31, 2013.

(w) Other borrowings

As of June 30, 2014, in addition to the Securitization Facility, the 2013 Credit Agreement, the Reynolds Notes, the 2013 Notes and the Pactiv Notes, the Group had a number of unsecured working capital facilities extended to certain operating companies of the Group. These facilities bear interest at floating or fixed rates.

As of June 30, 2014, the Group had local working capital facilities in a number of jurisdictions which are secured by the collateral under the 2013 Credit Agreement and the Reynolds Senior Secured Notes and by certain other assets. These facilities rank pari passu with the obligations under the 2013 Credit Agreement and under the Reynolds Senior Secured Notes.

Other borrowings as of June 30, 2014 also included finance lease obligations of $29 million (December 31, 2013: $30 million).

13. Related parties

Other than the management fee described in note 2.2, there have been no new significant related party transactions during the period. The nature of the Group's related party relationships, balances and transactions as of and for the three and six month periods ended June 30, 2014 are consistent with the information presented in note 23 of the Group's annual consolidated financial statements for the year ended December 31, 2013.

14. Contingencies

The Group’s financing agreements permit the payment to related parties of management, consulting, monitoring and advising fees (the “Management Fee”) of up to 1.5% of the Group’s EBITDA (as defined in the financing agreements) for the previous year. The Group does not have a management fee agreement with any related parties. No Management Fees have been paid in relation to the years ended December 31, 2010 and 2009, however the 2013 Credit Agreement permits the Group to pay a Management Fee of up to $37 million in respect of those years.

Litigation and legal proceedings

In addition to the amounts recognized as provisions in the statements of financial position, the Group has contingent liabilities related to other litigation and legal proceedings. The Group has determined that the possibility of a material outflow related to these contingent liabilities is remote.

Security and guarantee arrangements

Certain members of the Group have entered into guarantee and security arrangements in respect of the Group's indebtedness as described in note 12. There are also guarantees given to banks granting credit facilities to the Group's joint venture company SIG Combibloc Obeikan Company Limited, in Riyadh, Kingdom of Saudi Arabia.

15. Condensed consolidating guarantor financial information

Certain of the Group's subsidiaries have guaranteed the Group's obligations under the Reynolds Notes (as defined in note 12).

The following condensed consolidating financial information presents:


(1)	The condensed consolidating statements of financial position as of June 30, 2014 and December 31, 2013 and the related statements of comprehensive income for the three and six month periods ended June 30, 2014 and June 30, 2013 and cash flows for the six month periods ended June 30, 2014 and June 30, 2013 of:


a.	Reynolds Group Holdings Limited, the Parent;


b.	the Reynolds Notes Issuers;


c.	the other guarantor subsidiaries;


d.	the non-guarantor subsidiaries; and


e.	the Group on a consolidated basis.


(2)	Adjustments and elimination entries necessary to consolidate Reynolds Group Holdings Limited, the Parent, with the Reynolds Notes Issuers, the other guarantor subsidiaries and the non-guarantor subsidiaries.

F-26

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

The condensed consolidating statements of comprehensive income for the three and six month periods ended June 30, 2014 and June 30, 2013, the condensed consolidating statements of cash flows for the six month periods ended June 30, 2014 and June 30, 2013 and the condensed consolidating statements of financial position as of June 30, 2014 and December 31, 2013 reflect the current guarantor structure of the Group.

In conjunction with the repayment of the 2007 Notes, BP II guaranteed the Reynolds Notes. In conjunction with the entry into the 2013 Credit Agreement, certain entities that were previously guarantors of the Reynolds Notes were released as guarantors. Comparative information has been revised to reflect the revised guarantor structure that resulted from these transactions.

Each guarantor subsidiary is 100% owned by the Parent. The Reynolds Notes are guaranteed to the extent permitted by law and are subject to certain customary guarantee release provisions set forth in the indentures governing the Reynolds Notes on a joint and several basis by each guarantor subsidiary. Provided below are condensed statements of comprehensive income, financial position and cash flows of each of the companies listed above, together with the condensed consolidating statements of comprehensive income, financial position and cash flows of guarantor and non-guarantor subsidiaries. These have been prepared under the Group's accounting policies disclosed in the annual financial statements for the year ended December 31, 2013 and comply with IFRS with the exception of investments in subsidiaries. Investments in subsidiaries are accounted for using the equity method. The guarantor subsidiaries and non-guarantor subsidiaries are each presented on a combined basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

F-27

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

Condensed consolidating statement of comprehensive income



	For the three month period ended June 30, 2014
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Revenue	—		—		3,209		517		(111	)	3,615
Cost of sales	—		—		(2,610	)	(421	)	111		(2,920	)
Gross profit	—		—		599		96		—		695
Other income, other expenses, and share of equity method earnings, net of income tax	(124	)	—		79		—		35		(10	)
Selling, marketing and distribution expenses	—		—		(70	)	(11	)	—		(81	)
General and administration expenses	—		—		(208	)	(22	)	—		(230	)
Profit (loss) from operating activities (“EBIT”)	(124	)	—		400		63		35		374
Financial income	6		255		3		27		(283	)	8
Financial expenses	1		(282	)	(369	)	(9	)	283		(376	)
Net financial income (expenses)	7		(27	)	(366	)	18		—		(368	)
Profit (loss) before income tax	(117	)	(27	)	34		81		35		6
Income tax (expense) benefit	(2	)	11		(117	)	(17	)	—		(125	)
Profit (loss) for the period	(119	)	(16	)	(83	)	64		35		(119	)
Other changes to other comprehensive income	71		—		70		(5	)	(65	)	71
Total comprehensive income (loss) for the period	(48	)	(16	)	(13	)	59		(30	)	(48	)

Profit (loss) for the period attributable to:
Equity holder of the Group	(119	)	(16	)	(83	)	64		35		(119	)
Non-controlling interests	—		—		—		—		—		—
	(119	)	(16	)	(83	)	64		35		(119	)

Total comprehensive income (loss) attributable to:
Equity holder of the Group	(48	)	(16	)	(13	)	59		(30	)	(48	)
Non-controlling interests	—		—		—		—		—		—
	(48	)	(16	)	(13	)	59		(30	)	(48	)

F-28

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

Condensed consolidating statement of comprehensive income



	For the six month period ended June 30, 2014
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Revenue	—		—		6,063		979		(204	)	6,838
Cost of sales	—		—		(4,978	)	(802	)	204		(5,576	)
Gross profit	—		—		1,085		177		—		1,262
Other income, other expenses, and share of equity method earnings, net of income tax	2		—		356		(14	)	(337	)	7
Selling, marketing and distribution expenses	—		—		(145	)	(23	)	—		(168	)
General and administration expenses	—		—		(419	)	(45	)	—		(464	)
Profit (loss) from operating activities (“EBIT”)	2		—		877		95		(337	)	637
Financial income	11		765		6		48		(560	)	270
Financial expenses	2		(512	)	(713	)	(13	)	560		(676	)
Net financial income (expenses)	13		253		(707	)	35		—		(406	)
Profit (loss) before income tax	15		253		170		130		(337	)	231
Income tax (expense) benefit	(4	)	(64	)	(127	)	(24	)	—		(219	)
Profit (loss) for the period	11		189		43		106		(337	)	12
Other changes to other comprehensive income	(13	)	—		(30	)	(27	)	57		(13	)
Total comprehensive income (loss) for the period	(2	)	189		13		79		(280	)	(1	)

Profit (loss) for the period attributable to:
Equity holder of the Group	11		189		43		105		(337	)	11
Non-controlling interests	—		—		—		1		—		1
	11		189		43		106		(337	)	12

Total comprehensive income (loss) attributable to:
Equity holder of the Group	(2	)	189		13		78		(280	)	(2	)
Non-controlling interests	—		—		—		1		—		1
	(2	)	189		13		79		(280	)	(1	)

F-29

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

Condensed consolidating statement of financial position



	Balance as of June 30, 2014
(In $ million)	Parent		Reynolds Notes Issuers	Other guarantor entities		Non-guarantor entities	Adjustments and eliminations		Consolidated
Assets
Cash and cash equivalents	—		—	997		277	—		1,274
Trade and other receivables	11		—	484		1,143	—		1,638
Inventories	—		—	1,528		224	—		1,752
Intra-group receivables	—		296	7		1	(304	)	—
Other assets	—		1	168		26	—		195
Total current assets	11		297	3,184		1,671	(304	)	4,859
Investments in subsidiaries, associates and joint ventures (equity method)	—		—	2,161		145	(2,159	)	147
Property, plant and equipment	—		—	3,702		655	—		4,357
Intangible assets	—		—	11,390		483	—		11,873
Intra-group receivables	1		12,881	637		156	(13,675	)	—
Other assets	356		693	278		62	—		1,389
Total non-current assets	357		13,574	18,168		1,501	(15,834	)	17,766
Total assets	368		13,871	21,352		3,172	(16,138	)	22,625
Liabilities
Trade and other payables	28		284	1,210		348	—		1,870
Borrowings	1		—	32		436	—		469
Intra-group payables	3		—	298		3	(304	)	—
Other liabilities	9		—	384		59	—		452
Total current liabilities	41		284	1,924		846	(304	)	2,791
Borrowings	—		12,842	4,619		—	—		17,461
Deficit in subsidiaries	520		—	—		—	(520	)	—
Intra-group liabilities	60		145	13,043		427	(13,675	)	—
Other liabilities	—		201	2,286		119	—		2,606
Total non-current liabilities	580		13,188	19,948		546	(14,195	)	20,067
Total liabilities	621		13,472	21,872		1,392	(14,499	)	22,858
Net assets (liabilities)	(253	)	399	(520	)	1,780	(1,639	)	(233	)
Equity
Equity attributable to equity holder of the Group	(253	)	399	(520	)	1,760	(1,639	)	(253	)
Non-controlling interests	—		—	—		20	—		20
Total equity (deficit)	(253	)	399	(520	)	1,780	(1,639	)	(233	)

F-30

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

Condensed consolidating statement of cash flows



	For the six month period ended June 30, 2014
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Net cash from (used in) operating activities	(39	)	(503	)	31		89		572		150

Net cash from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets	—		—		(305	)	(37	)	—		(342	)
Proceeds from sale of property, plant and equipment, intangible assets and other assets	—		—		5		—		—		5
Acquisition of businesses and investments in joint ventures, net of cash acquired	—		—		(40	)	—		—		(40	)
Proceeds from insurance claims	—		—		13		—		—		13
Disposal of businesses, net of cash disposed	—		—		8		—		—		8
Interest received	—		500		5		2		(504	)	3
Net related party (advances) repayments	—		—		45		(11	)	(34	)	—
Other	—		—		—		13		—		13
Net cash from (used in) investing activities	—		500		(269	)	(33	)	(538	)	(340	)

Net cash from (used in) financing activities
Drawdown of loans and borrowings	—		—		2		86		—		88
Repayment of loans and borrowings	—		—		(13	)	(91	)	—		(104	)
Net related party borrowings (repayments)	39		3		(9	)	1		(34	)	—
Payment of debt transaction costs	—		—		(2	)	—		—		(2	)
Other	—		—		—		(2	)	—		(2	)
Net cash from (used in) financing activities	39		3		(22	)	(6	)	(34	)	(20	)

F-31

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

Condensed consolidating statement of comprehensive income



	For the three month period ended June 30, 2013
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Revenue	—		—		3,165		544		(96	)	3,613
Cost of sales	—		—		(2,538	)	(467	)	96		(2,909	)
Gross profit	—		—		627		77		—		704
Other income, other expenses, and share of equity method earnings, net of income tax	147		—		69		(2	)	(243	)	(29	)
Selling, marketing and distribution expenses	—		—		(73	)	(14	)	—		(87	)
General and administration expenses	—		—		(209	)	(25	)	—		(234	)
Profit (loss) from operating activities (“EBIT”)	147		—		414		36		(243	)	354
Financial income	5		256		31		20		(280	)	32
Financial expenses	1		(362	)	(411	)	(9	)	280		(501	)
Net financial income (expenses)	6		(106	)	(380	)	11		—		(469	)
Profit (loss) before income tax	153		(106	)	34		47		(243	)	(115	)
Income tax (expense) benefit	(2	)	167		113		(12	)	—		266
Profit (loss) for the period	151		61		147		35		(243	)	151
Other changes to other comprehensive income	12		4		32		20		(57	)	11
Total comprehensive income (loss) for the period	163		65		179		55		(300	)	162

Profit (loss) for the period attributable to:
Equity holder of the Group	151		61		147		35		(243	)	151
Non-controlling interests	—		—		—		—		—		—
	151		61		147		35		(243	)	151

Total comprehensive income (loss) attributable to:
Equity holder of the Group	163		65		179		55		(300	)	162
Non-controlling interests	—		—		—		—		—		—
	163		65		179		55		(300	)	162

F-32

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014



	For the six month period ended June 30, 2013
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Revenue	—		—		6,058		1,033		(179	)	6,912
Cost of sales	—		—		(4,876	)	(898	)	179		(5,595	)
Gross profit	—		—		1,182		135		—		1,317
Other income, other expenses, and share of equity method earnings, net of income tax	65		—		107		(8	)	(179	)	(15	)
Selling, marketing and distribution expenses	—		—		(143	)	(24	)	—		(167	)
General and administration expenses	—		—		(417	)	(49	)	—		(466	)
Profit (loss) from operating activities (“EBIT”)	65		—		729		54		(179	)	669
Financial income	9		510		11		44		(557	)	17
Financial expenses	1		(620	)	(816	)	(18	)	557		(896	)
Net financial income (expenses)	10		(110	)	(805	)	26		—		(879	)
Profit (loss) before income tax	75		(110	)	(76	)	80		(179	)	(210	)
Income tax (expense) benefit	(3	)	166		141		(22	)	—		282
Profit (loss) for the period	72		56		65		58		(179	)	72
Other changes to other comprehensive income	307		—		322		26		(348	)	307
Total comprehensive income (loss) for the period	379		56		387		84		(527	)	379

Profit (loss) for the period attributable to:
Equity holder of the Group	72		56		65		57		(179	)	71
Non-controlling interests	—		—		—		1		—		1
	72		56		65		58		(179	)	72

Total comprehensive income (loss) attributable to:
Equity holder of the Group	379		56		387		83		(527	)	378
Non-controlling interests	—		—		—		1		—		1
	379		56		387		84		(527	)	379

F-33

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

Condensed consolidating statement of financial position



	Balance as of December 31, 2013
(In $ million)	Parent		Reynolds Notes Issuers	Other guarantor entities		Non-guarantor entities	Adjustments and eliminations		Consolidated
Assets
Cash and cash equivalents	—		—	1,258		232	—		1,490
Trade and other receivables	5		—	508		995	—		1,508
Inventories	—		—	1,423		224	—		1,647
Intra-group receivables	—		293	3		—	(296	)	—
Other assets	—		1	108		26	—		135
Total current assets	5		294	3,300		1,477	(296	)	4,780
Investments in subsidiaries, associates and joint ventures (equity method)	—		—	1,932		147	(1,930	)	149
Property, plant and equipment	—		—	3,680		673	—		4,353
Intangible assets	—		—	11,561		494	—		12,055
Intra-group receivables	—		12,871	477		200	(13,548	)	—
Other assets	324		437	223		62	—		1,046
Total non-current assets	324		13,308	17,873		1,576	(15,478	)	17,603
Total assets	329		13,602	21,173		3,053	(15,774	)	22,383
Liabilities
Trade and other payables	17		284	1,135		363	—		1,799
Borrowings	1		—	29		441	—		471
Intra-group payables	—		—	293		3	(296	)	—
Other liabilities	8		—	448		67	—		523
Total current liabilities	26		284	1,905		874	(296	)	2,793
Borrowings	—		12,832	4,634		—	—		17,466
Deficit in subsidiaries	533		—	—		—	(533	)	—
Intra-group liabilities	21		140	13,069		318	(13,548	)	—
Other liabilities	—		136	2,098		121	—		2,355
Total non-current liabilities	554		13,108	19,801		439	(14,081	)	19,821
Total liabilities	580		13,392	21,706		1,313	(14,377	)	22,614
Net assets (liabilities)	(251	)	210	(533	)	1,740	(1,397	)	(231	)
Equity
Equity attributable to equity holder of the Group	(251	)	210	(533	)	1,720	(1,397	)	(251	)
Non-controlling interests	—		—	—		20	—		20
Total equity (deficit)	(251	)	210	(533	)	1,740	(1,397	)	(231	)

F-34

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

Condensed consolidating statement of cash flows



	For the six month period ended June 30, 2013
(In $ million)	Parent	Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Net cash from (used in) operating activities	—	(514	)	52		94		514		146

Net cash from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets	—	—		(296	)	(29	)	—		(325	)
Proceeds from sale of property, plant and equipment and other assets	—	—		9		—		—		9
Acquisition of businesses and investments in joint ventures, net of cash acquired	—	—		(32	)	—		—		(32	)
Proceeds from insurance claims	—	—		6		—		—		6
Interest received	—	514		3		1		(514	)	4
Net related party (advances) repayments	—	—		(20	)	(12	)	32		—
Other	—	—		—		10		—		10
Net cash from (used in) investing activities	—	514		(330	)	(30	)	(482	)	(328	)

Net cash from (used in) financing activities
Drawdown of loans and borrowings	—	—		12		68		—		80
Repayment of loans and borrowings	—	—		(16	)	(81	)	—		(97	)
Net related party borrowings (repayments)	—	—		12		20		(32	)	—
Payment of debt transaction costs	—	—		(2	)	—		—		(2	)
Other	—	—		—		(1	)	—		(1	)
Net cash from (used in) financing activities	—	—		6		6		(32	)	(20	)

F-35

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed consolidated financial statements

For the three and six month periods ended June 30, 2014

16. Subsequent events

On July 28, 2014, the Group announced it is undertaking a strategic review of its ownership of its Evergreen and Closures businesses. This initiative is part of a review and possible reallocation of capital and resources within the Group's business portfolio. In addition, as a result of an approach received, the Group has decided to also undertake a strategic review of its SIG business. Both reviews may result in a decision to sell some or all of those businesses, although no decision has been made at this time to do so.

Other than the item disclosed above, there have been no events subsequent to June 30, 2014 which would require accrual or disclosure in these financial statements.

F-36

Beverage Packaging Holdings Group

Interim unaudited condensed combined financial statements

for the three and six month periods ended

June 30, 2014 and June 30, 2013

Beverage Packaging Holdings Group

Interim unaudited condensed combined statements of comprehensive income



		For the three month period ended June 30,				For the six month period ended June 30,
(In $ million)	Note	2014		2013		2014		2013
Revenue		3,615		3,613		6,838		6,912
Cost of sales		(2,920	)	(2,909	)	(5,576	)	(5,595	)
Gross profit		695		704		1,262		1,317
Other income	6	28		8		37		26
Selling, marketing and distribution expenses		(81	)	(87	)	(168	)	(167	)
General and administration expenses		(230	)	(234	)	(464	)	(466	)
Other expenses	7	(6	)	(44	)	(2	)	(51	)
Share of profit of associates and joint ventures, net of income tax		7		7		11		10
Profit from operating activities		413		354		676		669
Financial income	8	3		26		260		8
Financial expenses	8	(377	)	(501	)	(678	)	(897	)
Net financial expenses		(374	)	(475	)	(418	)	(889	)
Profit (loss) before income tax		39		(121	)	258		(220	)
Income tax (expense) benefit	9	(123	)	268		(215	)	285
Profit (loss) for the period		(84	)	147		43		65
Other comprehensive income (loss), net of income tax
Items that may be reclassified into profit (loss)
Exchange differences on translating foreign operations		36		(104	)	30		(26	)
Items that will not be reclassified into profit (loss)
Remeasurement of defined benefit plans		31		136		(62	)	348
Total other comprehensive income (loss), net of income tax		67		32		(32	)	322
Total comprehensive income (loss)		(17	)	179		11		387
Profit (loss) attributable to:
Equity holder of the Group		(84	)	147		42		64
Non-controlling interests		—		—		1		1
		(84	)	147		43		65
Total comprehensive income (loss) attributable to:
Equity holder of the Group		(17	)	179		10		386
Non-controlling interests		—		—		1		1
		(17	)	179		11		387

The interim unaudited condensed combined statements of comprehensive income should be read in conjunction with the notes to the interim unaudited condensed combined financial statements.

G-1

Beverage Packaging Holdings Group

Interim unaudited condensed combined statements of financial position



(In $ million)	Note	As of June 30, 2014		As of December 31, 2013
Assets
Cash and cash equivalents		1,274		1,490
Trade and other receivables		1,628		1,503
Inventories	11	1,752		1,647
Current tax assets		10		14
Assets held for sale		83		36
Derivatives		18		12
Other assets		84		73
Total current assets		4,849		4,775
Related party and other non-current receivables		108		59
Investments in associates and joint ventures		147		149
Deferred tax assets		44		49
Property, plant and equipment		4,357		4,353
Intangible assets		11,873		12,055
Derivatives		695		437
Other assets		247		199
Total non-current assets		17,471		17,301
Total assets		22,320		22,076
Liabilities
Bank overdrafts		2		4
Trade and other payables		1,844		1,782
Liabilities directly associated with assets held for sale		8		38
Borrowings	12	468		470
Current tax liabilities		108		133
Derivatives		17		14
Employee benefits		205		243
Provisions		103		83
Total current liabilities		2,755		2,767
Non-current payables		55		41
Borrowings	12	17,461		17,466
Deferred tax liabilities		1,589		1,474
Derivatives		1		1
Employee benefits		867		743
Provisions		94		96
Total non-current liabilities		20,067		19,821
Total liabilities		22,822		22,588
Net liabilities		(502	)	(512	)
Equity
Share capital		2,311		2,311
Reserves		(1,086	)	(1,059	)
Accumulated losses		(1,747	)	(1,784	)
Equity (deficit) attributable to equity holder of the Group		(522	)	(532	)
Non-controlling interests		20		20
Total equity (deficit)		(502	)	(512	)

The interim unaudited condensed combined statements of financial position should be read in conjunction with the notes to the interim unaudited condensed combined financial statements.

G-2

Beverage Packaging Holdings Group

Interim unaudited condensed combined statements of changes in equity (deficit)



(In $ million)	Share capital	Translation of foreign operations		Other reserves⁽¹⁾		Accumulated losses		Equity (deficit) attributable to equity holder of the Group		Non-controlling interests		Total
Balance at the beginning of the period (January 1, 2013)	1,385	299		(1,854	)	(813	)	(983	)	21		(962	)
Total comprehensive income (loss) for the period:
Profit (loss) after tax	—	—		—		64		64		1		65
Remeasurement of defined benefit plans, net of income tax	—	—		348		—		348		—		348
Foreign currency exchange translation reserve	—	(26	)	—		—		(26	)	—		(26	)
Total comprehensive income (loss) for the period	—	(26	)	348		64		386		1		387
Dividends paid to non-controlling interests	—	—		—		—		—		(2	)	(2	)
Balance as of June 30, 2013	1,385	273		(1,506	)	(749	)	(597	)	20		(577	)
Balance at the beginning of the period (January 1, 2014)	2,311	184		(1,243	)	(1,784	)	(532	)	20		(512	)
Total comprehensive income (loss) for the period:
Profit (loss) after tax	—	—		—		42		42		1		43
Remeasurement of defined benefit plans, net of income tax	—	—		(62	)	—		(62	)	—		(62	)
Foreign currency exchange translation reserve	—	30		—		—		30		—		30
Total comprehensive income (loss) for the period	—	30		(62	)	42		10		1		11
Reclassification upon sale of business	—	—		5		(5	)	—		—		—
Dividends paid to non-controlling interests	—	—		—		—		—		(1	)	(1	)
Balance as of June 30, 2014	2,311	214		(1,300	)	(1,747	)	(522	)	20		(502	)


(1)	Balances include the cumulative reduction in equity of $1,561 million from common control transactions, with the remainder consisting of the cumulative remeasurement of defined benefit plans.

The interim unaudited condensed combined statements of changes in equity (deficit) should be read in conjunction with the notes to the interim unaudited condensed combined financial statements.

G-3

Beverage Packaging Holdings Group

Interim unaudited condensed combined statements of cash flows



	For the six month period ended June 30,
(In $ million)	2014		2013
Cash flows from operating activities
Profit	43		65
Adjustments for:
Depreciation and amortization	470		519
Impairment charges	6		23
Foreign currency adjustments	(3	)	6
Change in fair value of derivatives	(4	)	15
Net gain on insurance recoveries and disposal of assets	(23	)	(3	)
Share of profit of associates and joint ventures, net of income tax	(11	)	(10	)
Net financial expenses	418		889
Interest paid	(635	)	(670	)
Income tax expense (benefit)	215		(285	)
Income taxes paid, net of refunds received	(73	)	(59	)
Change in trade and other receivables	(142	)	(227	)
Change in inventories	(140	)	(121	)
Change in trade and other payables	107		63
Change in provisions and employee benefits	(22	)	(49	)
Change in other assets and liabilities	(17	)	(10	)
Net cash from operating activities	189		146
Cash flows used in investing activities
Acquisition of property, plant and equipment and intangible assets	(342	)	(325	)
Proceeds from sale of property, plant and equipment and other assets	5		9
Acquisition of businesses and investments in joint ventures, net of cash acquired*	(40	)	(32	)
Proceeds from insurance claims	13		6
Disposal of businesses, net of cash disposed	8		—
Advance to related party	(39	)	—
Other	16		14
Net cash used in investing activities	(379	)	(328	)
Cash flows used in financing activities
Drawdown of loans and borrowings	88		80
Repayment of loans and borrowings	(104	)	(97	)
Payment of debt transaction costs	(2	)	(2	)
Other	(2	)	(1	)
Net cash used in financing activities	(20	)	(20	)
Net decrease in cash and cash equivalents	(210	)	(202	)
Cash and cash equivalents at the beginning of the period	1,486		1,554
Effect of exchange rate fluctuations on cash and cash equivalents	(4	)	2
Cash and cash equivalents at the end of the period	1,272		1,354
Cash and cash equivalents are comprised of:
Cash and cash equivalents	1,274		1,357
Bank overdrafts	(2	)	(3	)
Cash and cash equivalents at the end of the period	1,272		1,354

Significant non-cash financing and investing activities

The interim unaudited condensed combined statements of cash flows should be read in conjunction with the notes to the interim unaudited condensed combined financial statements.

G-4

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014

1.Reporting entity

Beverage Packaging Holdings (Luxembourg) I S.A. ("BP I") and Beverage Packaging Holdings (Luxembourg) II S.A. ("BP II") are domiciled in Luxembourg and registered in the Luxembourg "Registre de Commerce et des Sociétés."

The interim unaudited condensed combined financial statements of Beverage Packaging Holdings Group (the "Group") as of June 30, 2014 and for the three and six month periods ended June 30, 2014 and June 30, 2013 comprise the combination of:


•	BP I and its subsidiaries and their interests in associates and jointly controlled entities; and


•	BP II.

The address of the registered office of BP I and BP II is 6C, rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg.

2. Basis of preparation

2.1 Statement of compliance

The interim unaudited condensed combined financial statements have been prepared in accordance with IAS 34 “Interim Financial Reporting.” The disclosures required for interim financial statements are less extensive than the disclosure requirements for annual financial statements and should be read in conjunction with the annual financial statements of the Group for the year ended December 31, 2013. The December 31, 2013 statement of financial position as presented in the interim unaudited condensed combined financial statements was derived from the Group's audited financial statements for the year ended December 31, 2013, but does not include the disclosures required by IFRS as issued by the IASB.

The interim unaudited condensed combined financial statements were approved by the Boards of Management of BP I and BP II on August 6, 2014 in Munsbach, Luxembourg (August 7, 2014 in Auckland, New Zealand).

2.2 Comparative information

During the year ended December 31, 2013, the Group changed the presentation of the combined statement of cash flows from the direct method to the indirect method. Accordingly, the presentation of the combined statement of cash flows for the six month period ended June 30, 2013 has been reclassified to conform to this presentation. This change had no financial impact.

2.3 Negative equity

The statement of financial position presents negative equity of $502 million and $512 million as of June 30, 2014 and December 31, 2013, respectively. Total equity has been reduced by $1,561 million as a result of the Group's accounting for the common control acquisitions of the Closures segment and Reynolds consumer products business in 2009 and of the Evergreen segment and Reynolds foodservice packaging business in 2010. The Group accounts for acquisitions under common control of its ultimate shareholder, Mr. Graeme Hart, using the carry-over or book value method. The excess of the purchase price over the carrying values of the share capital acquired is recognized as a reduction in equity.

2.4 Accounting policies and recently issued accounting pronouncements

Accounting policies

The accounting policies applied by the Group in the interim unaudited condensed combined financial statements are consistent with those applied by the Group in the annual combined financial statements for the year ended December 31, 2013.

Recently issued accounting pronouncements

On May 22, 2014, the IASB issued IFRS 15 “Revenue from Contracts with Customers”. IFRS 15 contains a revised revenue recognition framework. IFRS 15 will be effective for periods beginning on or after January 1, 2017. The Group is currently evaluating the impact of this new standard.

On July 24, 2014, the IASB issued the final version of IFRS 9 “Financial Instruments”. IFRS 9 replaces the guidance in IAS 39 “Financial Instruments: Recognition and Measurement”, and contains revised requirements in relation to the classification, measurement and presentation of financial instruments, including derivatives. IFRS 9 will be effective for periods beginning on or after January 1, 2018. The Group is currently evaluating the impact of this new standard.

There have been no material changes to any previously issued accounting pronouncements or to the Group's evaluation of the related impact as disclosed by the Group in the annual combined financial statements for the year ended December 31, 2013.

2.5 Use of estimates and judgments

G-5

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014

The preparation of the interim unaudited condensed combined financial statements requires the Directors and management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses and disclosure of contingent assets and liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods. The key estimates and assumptions used in the preparation of the interim unaudited condensed combined financial statements are consistent with those disclosed by the Group in the annual combined financial statements for the year ended December 31, 2013.

3. Financial risk management

3.1 Liquidity risk

The Group’s contractual cash flows related to total borrowings as of June 30, 2014 are as follows:



(In $ million)	Financial liabilities	Less than one year	One to three years	Three to five years	Greater than five years
As of June 30, 2014*	25,030	1,719	4,075	8,706	10,530

As of December 31, 2013*	25,680	1,727	3,198	6,744	14,011


*	The exchange rate on euro-denominated borrowings and the interest rates on the floating rate debt balances have been assumed to be the same as the respective rates as of June 30, 2014 and December 31, 2013.

Trade and other payables that are due in less than one year were $1,844 million and $1,782 million as of June 30, 2014 and December 31, 2013, respectively.

3.2 Fair value measurements recognized in the statements of comprehensive income

The Group’s derivative financial instruments are measured subsequent to initial recognition at fair value and are grouped into levels based on the degree to which the fair value is observable.


•	Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets


•	Level 2 fair value measurements are those derived from inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)


•	Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs)

4. Segment reporting

The Group's reportable business segments are as follows:


•	SIG — SIG is a manufacturer of aseptic carton packaging systems for both beverage and liquid food products, ranging from juices and milk to soups and sauces. SIG supplies complete aseptic carton packaging systems, which include aseptic filling machines, aseptic cartons, spouts, caps and closures and related services.

•


•	Closures — Closures is a manufacturer of plastic beverage caps, closures and high speed rotary capping equipment, primarily serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market.


•	Reynolds Consumer Products — Reynolds Consumer Products is a U.S. manufacturer of branded and store branded consumer products such as aluminum foil, wraps, waste bags, food storage bags, and disposable tableware and cookware.

G-6

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014

•


•	Graham Packaging — Graham Packaging is a manufacturer of value-added, custom blow molded plastic containers for branded consumer products.

The Chief Operating Decision Maker does not review the business activities of the Group based on geography.

Prior to January 1, 2014 Pactiv Foodservice's sales of Hefty and store brand products to Reynolds Consumer Products and Reynolds Consumer Products' sales of non-branded products to Pactiv Foodservice were sold at cost. Effective January 1, 2014, sales between Pactiv Foodservice and Reynolds Consumer Products are determined with reference to prevailing market prices on an arm's-length basis. The results for the three and six month periods ended June 30, 2013 have been revised to reflect the current pricing for comparability purposes. There is no impact to the combined financial results. With this change, all inter-segment pricing is determined with reference to prevailing market pricing on an arm's-length basis. In addition, Pactiv Foodservice's presentation of inter-segment revenue and cost of sales for the three and six month periods ended June 30, 2013 has been revised to properly reflect the amounts reported for an adjustment of an intercompany elimination entry. This resulted in an equal increase to inter-segment revenue and cost of sales in Pactiv Foodservice in the amount of $15 million and $33 million, respectively, offset by an elimination of the same amount in Corporate/Unallocated. The adjustments do not impact gross profit or the combined financial results.

The following tables reflect the impact of these adjustments on previously reported periods:



	Reynolds Consumer Products		Pactiv Foodservice		Corporate/Unallocated
(In $ million)	Previously reported	Revised	Previously reported	Revised	Previously reported		Revised
Adjusted EBITDA
For the three month period ended March 31, 2013	131	123	117	127	(7	)	(9	)
For the three month period ended June 30, 2013	145	133	158	170	(14	)	(14	)
For the three month period ended September 30, 2013	138	128	165	175	(12	)	(12	)
For the year ended December 31, 2013	596	555	583	626	(42	)	(44	)



	Reynolds Consumer Products		Pactiv Foodservice		Corporate/Unallocated
(In $ million)	Previously reported	Revised	Previously reported	Revised	Previously reported		Revised
Adjusted EBITDA
For the three month period ended March 31, 2012	136	127	151	162	(19	)	(21	)
For the three month period ended June 30, 2012	134	120	163	177	(11	)	(11	)
For the three month period ended September 30, 2012	146	136	157	167	(3	)	(3	)
For the year ended December 31, 2012	603	558	611	657	(44	)	(45	)

G-7

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014

Business segment reporting



	For the three month period ended June 30, 2014
(In $ million)	SIG		Evergreen		Closures		Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Corporate / Unallocated		Total
Total external revenue	562		401		313		691		902		746		—		3,615
Total inter-segment revenue	—		24		5		31		136		—		(196	)	—
Total segment revenue	562		425		318		722		1,038		746		(196	)	3,615
Gross profit	138		79		58		165		147		106		2		695
Expenses and other income	(50	)	(23	)	(26	)	(52	)	(59	)	(58	)	(21	)	(289	)
Share of profit of associates and joint ventures	6		1		—		—		—		—		—		7
Earnings before interest and tax (“EBIT”)	94		57		32		113		88		48		(19	)	413
Financial income															3
Financial expenses															(377	)
Profit (loss) before income tax															39
Income tax (expense) benefit															(123	)
Profit (loss) after income tax															(84	)

Earnings before interest and tax (“EBIT”)	94		57		32		113		88		48		(19	)	413
Depreciation and amortization	31		15		18		23		62		84		2		235
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	125		72		50		136		150		132		(17	)	648

G-8

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014



	For the three month period ended June 30, 2014
(In $ million)	SIG		Evergreen		Closures	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging	Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	125		72		50	136		150		132	(17	)	648
Included in EBITDA:
Asset impairment charges	—		—		—	—		1		3	—		4
Business acquisition and integration costs	—		—		—	1		—		—	—		1
Equity method profit, net of cash distributed	—		(1	)	—	—		—		—	—		(1	)
Non-cash pension expense	—		—		—	—		—		—	8		8
Operational process engineering-related consultancy costs	2		—		—	—		—		2	—		4
Restructuring costs, net of reversals	18		—		1	—		10		3	—		32
Unrealized (gain) loss on derivatives	(6	)	1		—	(6	)	(8	)	—	—		(19	)
Other	—		—		—	1		—		—	—		1
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)	139		72		51	132		153		140	(9	)	678

G-9

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014



	For the six month period ended June 30, 2014
(In $ million)	SIG		Evergreen		Closures		Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Corporate / Unallocated		Total
Total external revenue	1,061		780		572		1,269		1,696		1,460		—		6,838
Total inter-segment revenue	—		51		12		61		269		—		(393	)	—
Total segment revenue	1,061		831		584		1,330		1,965		1,460		(393	)	6,838
Gross profit	263		138		104		300		277		178		2		1,262
Expenses and other income	(107	)	(45	)	(42	)	(115	)	(129	)	(116	)	(43	)	(597	)
Share of profit of associates and joint ventures	10		1		—		—		—		—		—		11
Earnings before interest and tax (“EBIT”)	166		94		62		185		148		62		(41	)	676
Financial income															260
Financial expenses															(678	)
Profit (loss) before income tax															258
Income tax (expense) benefit															(215	)
Profit (loss) after income tax															43

Earnings before interest and tax (“EBIT”)	166		94		62		185		148		62		(41	)	676
Depreciation and amortization	61		29		37		47		123		171		2		470
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	227		123		99		232		271		233		(39	)	1,146

G-10

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014



	For the six month period ended June 30, 2014
(In $ million)	SIG		Evergreen		Closures		Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging	Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	227		123		99		232		271		233	(39	)	1,146
Included in EBITDA:
Asset impairment charges	—		—		—		—		2		4	—		6
Business acquisition and integration costs	—		—		—		2		—		—	—		2
Equity method profit, net of cash distributed	2		(1	)	—		—		—		—	—		1
Gain on sale of businesses and properties	—		—		(13	)	—		(1	)	—	—		(14	)
Non-cash pension expense	—		—		—		—		—		—	15		15
Operational process engineering-related consultancy costs	3		—		—		—		—		5	—		8
Plant damages and associated insurance recoveries, net	—		—		—		—		(7	)	—	—		(7	)
Restructuring costs, net of reversals	21		1		1		1		12		15	—		51
Unrealized (gain) loss on derivatives	(3	)	—		4		(5	)	—		—	—		(4	)
Other	—		—		—		1		—		—	4		5
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)	250		123		91		231		277		257	(20	)	1,209
Segment assets as of June 30, 2014	3,368		1,101		1,645		4,301		5,549		5,240	1,116		22,320
Segment liabilities as of June 30, 2014	763		554		347		1,030		1,647		858	17,623		22,822

G-11

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014



	For the three month period ended June 30, 2013
(In $ million)	SIG		Evergreen		Closures		Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Corporate / Unallocated		Total
Total external revenue	560		384		324		654		900		791		—		3,613
Total inter-segment revenue	—		24		4		31		150		—		(209	)	—
Total segment revenue	560		408		328		685		1,050		791		(209	)	3,613
Gross profit	134		63		57		170		186		93		1		704
Expenses and other income	(66	)	(22	)	(33	)	(64	)	(79	)	(63	)	(30	)	(357	)
Share of profit of associates and joint ventures	6		1		—		—		—		—		—		7
Earnings before interest and tax (“EBIT”)	74		42		24		106		107		30		(29	)	354
Financial income															26
Financial expenses															(501	)
Profit (loss) before income tax															(121	)
Income tax (expense) benefit															268
Profit (loss) after income tax															147

Earnings before interest and tax (“EBIT”)	74		42		24		106		107		30		(29	)	354
Depreciation and amortization	42		14		19		23		59		99		—		256
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	116		56		43		129		166		129		(29	)	610

G-12

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014



	For the three month period ended June 30, 2013
(In $ million)	SIG		Evergreen	Closures		Reynolds Consumer Products	Pactiv Foodservice		Graham Packaging	Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	116		56	43		129	166		129	(29	)	610
Included in EBITDA:
Asset impairment charges	—		—	—		—	—		2	—		2
Business acquisition and integration costs	—		—	—		—	—		11	—		11
Equity method profit, net of cash distributed	(1	)	—	—		—	—		—	—		(1	)
Gain on sale of businesses and properties	—		—	—		—	(1	)	—	—		(1	)
Non-cash pension expense	—		—	—		—	—		—	15		15
Operational process engineering-related consultancy costs	1		—	—		—	—		—	—		1
Plant damages and associated insurance recoveries, net	—		—	—		—	(1	)	—	—		(1	)
Restructuring costs, net of reversals	—		—	4		1	2		1	—		8
Unrealized (gain) loss on derivatives	7		1	(1	)	3	3		—	—		13
Other	—		—	1		—	1		—	—		2
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)	123		57	47		133	170		143	(14	)	659

G-13

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014



	For the six month period ended June 30, 2013
(In $ million)	SIG		Evergreen		Closures		Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Corporate / Unallocated		Total
Total external revenue	1,074		759		602		1,212		1,689		1,576		—		6,912
Total inter-segment revenue	—		47		7		65		288		—		(407	)	—
Total segment revenue	1,074		806		609		1,277		1,977		1,576		(407	)	6,912
Gross profit	263		129		101		325		321		180		(2	)	1,317
Expenses and other income	(100	)	(44	)	(65	)	(128	)	(147	)	(127	)	(47	)	(658	)
Share of profit of associates and joint ventures	9		1		—		—		—		—		—		10
Earnings before interest and tax (“EBIT”)	172		86		36		197		174		53		(49	)	669
Financial income															8
Financial expenses															(897	)
Profit (loss) before income tax															(220	)
Income tax (expense) benefit															285
Profit (loss) after income tax															65

Earnings before interest and tax (“EBIT”)	172		86		36		197		174		53		(49	)	669
Depreciation and amortization	92		28		39		47		120		193		—		519
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	264		114		75		244		294		246		(49	)	1,188

G-14

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014



	For the six month period ended June 30, 2013
(In $ million)	SIG		Evergreen	Closures	Reynolds Consumer Products	Pactiv Foodservice		Graham Packaging	Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”)	264		114	75	244	294		246	(49	)	1,188
Included in EBITDA:
Asset impairment charges	—		—	—	—	2		4	—		6
Business acquisition and integration costs	—		—	—	—	—		22	—		22
Gain on sale of businesses and properties	(2	)	—	—	—	(1	)	—	—		(3	)
Non-cash changes in inventory and provisions	—		—	—	—	—		—	(3	)	(3	)
Non-cash pension expense	—		—	—	—	—		—	29		29
Operational process engineering-related consultancy costs	2		—	—	—	—		—	—		2
Plant damages and associated insurance recoveries, net	—		—	—	—	(8	)	—	—		(8	)
Restructuring costs, net of reversals	—		—	4	1	7		4	—		16
Unrealized (gain) loss on derivatives	1		—	—	11	2		—	—		14
VAT and customs refunds on historical imports	(16	)	—	—	—	—		—	—		(16	)
Other	—		—	1	—	1		—	—		2
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)	249		114	80	256	297		276	(23	)	1,249
Segment assets as of December 31, 2013	3,272		1,085	1,624	4,198	5,503		5,308	1,086		22,076
Segment liabilities as of December 31, 2013	770		468	320	911	1,415		893	17,811		22,588

G-15

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014

5. Seasonality

Our business is impacted by seasonal fluctuations.

SIG

Evergreen

Closures

Reynolds Consumer Products

Pactiv Foodservice

Pactiv Foodservice's operations are moderately seasonal, peaking during the summer and fall months in the Northern Hemisphere when the favorable weather, harvest, and the holiday season lead to increased consumption of foodservice and food packaging products. Pactiv Foodservice therefore typically experiences a greater level of sales in the second through fourth quarters.

Graham Packaging

6. Other income



	For the three month period ended June 30,		For the six month period ended June 30,
(In $ million)	2014	2013	2014	2013
Gain on sale of businesses	—	—	14	—
Gain on sale of non-current assets	—	1	1	3
Income from facility management	1	—	1	1
Income from miscellaneous services	1	2	2	3
Insurance recoveries	5	—	8	6
Litigation settlement	—	—	—	3
Net foreign currency exchange gain	1	—	3	—
Non-cash change in provisions	—	—	—	3
Rental income from investment properties	—	1	1	1
Royalty income	1	2	1	2
Unrealized gains on derivatives	19	—	4	—
Other	—	2	2	4
Total other income	28	8	37	26

G-16

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014

Other income includes insurance recoveries related to plant damages in the Pactiv Foodservice segment. The Group expects to receive additional insurance recoveries in 2014.

7. Other expenses



	For the three month period ended June 30,				For the six month period ended June 30,
(In $ million)	2014		2013		2014		2013
Asset impairment charges	(4	)	(2	)	(6	)	(6	)
Business acquisition and integration costs	—		(11	)	—		(22	)
Net foreign currency exchange loss	—		(7	)	—		(6	)
Operational process engineering-related consultancy costs	(2	)	(1	)	(3	)	(2	)
Plant damages, net of insurance recoveries	—		1		7		8
Restructuring costs	—		(5	)	—		(9	)
Unrealized losses on derivatives	—		(13	)	—		(14	)
VAT and customs refunds on historical imports	—		—		—		6
Other	—		(6	)	—		(6	)
Total other expenses	(6	)	(44	)	(2	)	(51	)

G-17

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014

8. Financial income and expenses



	For the three month period ended June 30,				For the six month period ended June 30,
(In $ million)	2014		2013		2014		2013
Interest income	2		3		4		8
Interest income on related party loans	1		—		1		—
Net gain in fair values of derivatives	—		—		255		—
Net foreign currency exchange gain	—		23		—		—
Financial income	3		26		260		8
Interest expense on:
Securitization Facility	(2	)	(3	)	(4	)	(5	)
2013 Credit Agreement	(27	)	—		(53	)	—
2012 Credit Agreement	—		(31	)	—		(63	)
September 2012 Senior Secured Notes	(46	)	(46	)	(93	)	(93	)
August 2011 Notes	(85	)	(85	)	(170	)	(170	)
February 2011 Notes	(38	)	(38	)	(76	)	(76	)
October 2010 Notes	(60	)	(60	)	(121	)	(121	)
May 2010 Senior Notes	(22	)	(22	)	(43	)	(43	)
2013 Notes	(18	)	—		(36	)	—
2007 Notes	—		(25	)	—		(51	)
Pactiv 2017 Notes	(6	)	(6	)	(12	)	(12	)
Pactiv 2018 Notes	(1	)	(1	)	(1	)	(1	)
Pactiv 2025 Notes	(5	)	(5	)	(11	)	(11	)
Pactiv 2027 Notes	(4	)	(4	)	(8	)	(8	)
Amortization of:
Debt issuance costs:
Securitization Facility	(1	)	(1	)	(1	)	(1	)
2013 Credit Agreement	(1	)	—		(1	)	—
2012 Credit Agreement	—		(1	)	—		(1	)
September 2012 Senior Secured Notes	(2	)	(2	)	(3	)	(3	)
August 2011 Notes	(2	)	(3	)	(5	)	(5	)
February 2011 Notes	—		—		(1	)	(1	)
October 2010 Notes	(3	)	(2	)	(5	)	(4	)
May 2010 Senior Notes	(1	)	(1	)	(2	)	(2	)
2013 Notes	(1	)	—		(2	)	—
2007 Notes	—		(1	)	—		(2	)
Fair value adjustment on acquired notes	—		—		1		1
Original issue discounts	—		(1	)	(1	)	(1	)
Embedded derivatives	2		3		5		5
Net loss in fair values of derivatives	(27	)	(163	)	—		(176	)
Net foreign currency exchange loss	(22	)	—		(25	)	(45	)
Other	(5	)	(3	)	(10	)	(8	)
Financial expenses	(377	)	(501	)	(678	)	(897	)
Net financial expenses	(374	)	(475	)	(418	)	(889	)

Refer to note 12 for information on the Group's borrowings.

G-18

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014

9. Income tax



	For the three month period ended June 30,				For the six month period ended June 30,
(In $ million)	2014		2013		2014		2013
Reconciliation of effective tax rate
Profit (loss) before income tax	39		(121	)	258		(220	)
Income tax (expense) benefit using the New Zealand tax rate of 28%	(11	)	34		(72	)	62
Effect of tax rate differences in foreign jurisdictions	10		14		9		27
Effect of tax rates in state and local jurisdictions	(2	)	2		(4	)	2
Permanent differences and annualized tax rate adjustment	(111	)	242		(135	)	258
Withholding tax	(4	)	(2	)	(7	)	(5	)
Tax rate modifications	—		(2	)	7		1
Recognition of previously unrecognized tax losses and temporary differences	(7	)	(1	)	4		7
Unrecognized tax losses and temporary differences	(6	)	(13	)	(14	)	(57	)
Tax uncertainties	7		(1	)	4		—
Tax on unremitted earnings	3		(5	)	(4	)	(11	)
Over (under) provided in prior periods	(1	)	—		(2	)	1
Other	(1	)	—		(1	)	—
Total income tax (expense) benefit	(123	)	268		(215	)	285

For the three month period ended June 30, 2014, the Group recognized income tax expense of $123 million on profit before income tax of $39 million compared to an income tax benefit of $268 million on a loss before income tax of $121 million for the three month period ended June 30, 2013. The increase in the effective tax rate is primarily a result of higher U.S. tax expense from the application of the estimated full year U.S. annual effective tax rate to actual pre-tax income in the U.S.

For the six month period ended June 30, 2014, the Group recognized income tax expense of $215 million on profit before income tax of $258 million (an effective tax rate of 83%) compared to an income tax benefit of $285 million on a loss before income tax of $220 million (an effective tax rate of 130%) for the six month period ended June 30, 2013. The increase in the effective tax rate is a result of the mix of book income and losses taxed at varying rates among the jurisdictions in which the Group operates.

10. Depreciation and amortization expenses

Property, plant and equipment

Depreciation expense related to property, plant and equipment is recognized in the following components in the statements of comprehensive income:



	For the three month period ended June 30,		For the six month period ended June 30,
(In $ million)	2014	2013	2014	2013
Cost of sales	155	173	311	344
Selling, marketing and distribution expenses	1	—	2	1
General and administration expenses	6	4	11	8
Total depreciation expense	162	177	324	353

G-19

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014

Intangible assets

Amortization expense related to intangible assets is recognized in the following components in the statements of comprehensive income:



	For the three month period ended June 30,		For the six month period ended June 30,
(In $ million)	2014	2013	2014	2013
Cost of sales	13	19	26	47
General and administration expenses	60	60	120	119
Total amortization expense	73	79	146	166

11. Inventories



(In $ million)	As of June 30, 2014		As of December 31, 2013
Raw materials and consumables	454		438
Work in progress	256		239
Finished goods	939		870
Engineering and maintenance materials	157		155
Provision against inventories	(54	)	(55	)
Total inventories	1,752		1,647

G-20

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014

12. Borrowings

As of June 30, 2014, Reynolds Group Holdings Limited ("RGHL"), the immediate parent of the Group, and the Group were in compliance with all of their covenants. The Group's borrowings are detailed below:



(In $ million)	As of June 30, 2014	As of December 31, 2013
Securitization Facility^(a)(r)	434	438
2013 Credit Agreement^(b)(s)	26	27
Other borrowings^(w)	8	5
Current borrowings	468	470
2013 Credit Agreement^(b)(s)	2,570	2,586
September 2012 Senior Secured Notes^(c)(t)	3,223	3,222
February 2012 Senior Notes^(d)(t)	9	9
August 2011 Senior Secured Notes^(e)(t)	1,476	1,475
August 2011 Senior Notes^(f)(t)	2,198	2,195
February 2011 Senior Secured Notes^(g)(t)	997	998
February 2011 Senior Notes^(h)(t)	997	996
October 2010 Senior Secured Notes^(i)(t)	1,480	1,478
October 2010 Senior Notes^(j)(t)	1,476	1,474
May 2010 Senior Notes^(k)(t)	987	985
2013 Senior Notes^(l)(u)	644	644
2013 Senior Subordinated Notes^(m)(u)	585	584
Pactiv 2017 Notes^(n)(v)	309	310
Pactiv 2018 Notes^(o)(v)	16	16
Pactiv 2025 Notes^(p)(v)	270	270
Pactiv 2027 Notes^(q)(v)	197	197
Other borrowings^(w)	27	27
Non-current borrowings	17,461	17,466
Total borrowings	17,929	17,936



(In $ million)		As of June 30, 2014		As of December 31, 2013
(a)	Securitization Facility	440		445
	Debt issuance costs	(6	)	(7	)
	Carrying amount	434		438
(b)	2013 Credit Agreement (current and non-current)	2,605		2,623
	Debt issuance costs	(9	)	(10	)
	Carrying amount	2,596		2,613
(c)	September 2012 Senior Secured Notes	3,250		3,250
	Debt issuance costs	(45	)	(48	)
	Embedded derivative	18		20
	Carrying amount	3,223		3,222
(d)	February 2012 Senior Notes	9		9
	Carrying amount	9		9
(e)	August 2011 Senior Secured Notes	1,500		1,500
	Debt issuance costs	(25	)	(26	)
	Original issue discount	(8	)	(9	)
	Embedded derivative	9		10
	Carrying amount	1,476		1,475
(f)	August 2011 Senior Notes	2,241		2,241

G-21

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014



	Debt issuance costs	(47	)	(51	)
	Original issue discount	(5	)	(5	)
	Embedded derivative	9		10
	Carrying amount	2,198		2,195
(g)	February 2011 Senior Secured Notes	1,000		1,000
	Debt issuance costs	(14	)	(14	)
	Embedded derivative	11		12
	Carrying amount	997		998
(h)	February 2011 Senior Notes	1,000		1,000
	Debt issuance costs	(12	)	(13	)
	Embedded derivative	9		9
	Carrying amount	997		996
(i)	October 2010 Senior Secured Notes	1,500		1,500
	Debt issuance costs	(26	)	(28	)
	Embedded derivative	6		6
	Carrying amount	1,480		1,478
(j)	October 2010 Senior Notes	1,500		1,500
	Debt issuance costs	(30	)	(33	)
	Embedded derivative	6		7
	Carrying amount	1,476		1,474
(k)	May 2010 Senior Notes	1,000		1,000
	Debt issuance costs	(19	)	(21	)
	Embedded derivative	6		6
	Carrying amount	987		985
(l)	2013 Senior Notes	650		650
	Debt issuance costs	(6	)	(6	)
	Carrying amount	644		644
(m)	2013 Senior Subordinated Notes	590		590
	Debt issuance costs	(5	)	(6	)
	Carrying amount	585		584
(n)	Pactiv 2017 Notes	300		300
	Fair value adjustment at acquisition	9		10
	Carrying amount	309		310
(o)	Pactiv 2018 Notes	16		16
	Fair value adjustment at acquisition	—		—
	Carrying amount	16		16
(p)	Pactiv 2025 Notes	276		276
	Fair value adjustment at acquisition	(6	)	(6	)
	Carrying amount	270		270
(q)	Pactiv 2027 Notes	200		200
	Fair value adjustment at acquisition	(3	)	(3	)
	Carrying amount	197		197

(r) Securitization Facility

G-22

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014

(s) 2013 Credit Agreement

RGHL and certain members of the Group are parties to a senior secured credit agreement dated September 28, 2012 as amended on November 27, 2013 and on December 27, 2013 (the "2013 Credit Agreement"), which amended the previous terms. The 2013 Credit Agreement comprises the following term and revolving tranches:



	Currency	Maturity date	Original facility value (in million)	Value drawn or utilized as of June 30, 2014 (in million)	Applicable interest rate as of June 30, 2014
Term Tranches
U.S. Term Loan	$	December 1, 2018	2,213	2,202	3 month LIBOR floor of 1.000% + 3.000%
European Term Loan	€	December 1, 2018	297	295	3 month EURIBOR floor of 1.000% + 3.250%
Revolving Tranches⁽¹⁾
Revolving Tranche	$	December 27, 2018	120	64	—
Revolving Tranche	€	December 27, 2018	54	15	—


(1)	The Revolving Tranches were utilized in the form of bank guarantees and letters of credit.

RGHL and certain members of the Group have guaranteed on a senior basis the obligations under the 2013 Credit Agreement and related documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations under the 2013 Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the October 2010 Senior Secured Notes, the February 2011 Senior Secured Notes, the August 2011 Senior Secured Notes and the September 2012 Senior Secured Notes (each as defined below, and together the “Reynolds Senior Secured Notes”).

The 2013 Credit Agreement contains customary covenants which restrict RGHL and the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the 2013 Credit Agreement. RGHL and the Group also have a maximum senior secured first lien leverage ratio covenant. In addition, total assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 25% or less of the adjusted consolidated total assets of RGHL and the Group as of the last day of the most recently ended fiscal quarter of RGHL for which financial statements are available, and the aggregate of the EBITDA of the non-guarantor companies is required to be 25% or less of the consolidated EBITDA of RGHL and the Group for the period of four consecutive fiscal quarters of RGHL for which financial statements are available, in each case calculated in accordance with the 2013 Credit Agreement (the "Guarantor Coverage Test") which may differ from the measure of Adjusted EBITDA as disclosed in note 4. If RGHL and the Group are unable to meet the Guarantor Coverage Test, RGHL and the Group will be required to add additional subsidiary guarantors as necessary to satisfy such requirements. The 2013 Credit Agreement provides RGHL and the Group with greater flexibility to exclude certain non-U.S. companies from the collateral and guarantee requirements. Provided that RGHL and the Group meet the Guarantor Coverage Test, RGHL and the Group have the ability to designate certain non-U.S. companies as excluded subsidiaries which would result in such non-U.S. companies no longer guaranteeing the 2013 Credit Agreement and being released from their guarantees of the Reynolds Notes (as defined below) and the 2013 Notes (as defined below).

G-23

Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014

(t) Reynolds Notes

The Group's borrowings as of June 30, 2014 issued by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) S.A. are defined and summarized below:

Currency

Issue date

Principal amounts outstanding (in million)

Interest rate

Maturity date

Semi-annual interest payment dates

September 2012 Senior Secured Notes

September 28, 2012

3,250

5.750%

October 15, 2020

April 15 and October 15

February 2012 Senior Notes

February 15, 2012

9.875%

August 15, 2019

February 15 and August 15

August 2011 Senior Secured Notes

August 9, 2011

1,500

7.875%

August 15, 2019

February 15 and August 15

August 2011 Senior Notes

August 9, 2011 and August 10, 2012

2,241

9.875%

August 15, 2019

February 15 and August 15

February 2011 Senior Secured Notes

February 1, 2011

1,000

6.875%

February 15, 2021

February 15 and August 15

February 2011 Senior Notes

February 1, 2011

1,000

8.250%

February 15, 2021

February 15 and August 15

October 2010 Senior Secured Notes

October 15, 2010

1,500

7.125%

April 15, 2019

April 15 and October 15

October 2010 Senior Notes

October 15, 2010

1,500

9.000%

April 15, 2019

April 15 and October 15

May 2010 Senior Notes

May 4, 2010

1,000

8.500%

May 15, 2018

May 15 and November 15

Assets pledged as security for loans and borrowings

The shares in BP I and BP II have been pledged as collateral to support the obligations under the 2013 Credit Agreement and the Reynolds Senior Secured Notes. In addition, BP I, certain subsidiaries of BP I and BP II have pledged certain of their assets (including shares and equity interests) as collateral to support the obligations under the 2013 Credit Agreement and the Reynolds Senior Secured Notes.

Additional information regarding the Reynolds Notes

The guarantee and security arrangements, indenture restrictions, early redemption options and change of control provisions for the Reynolds Notes are unchanged from December 31, 2013.

(u) 2013 Notes

Currency

Issue date

Principal amounts outstanding

(in million)

Interest rate

Maturity date

Semi-annual interest payment dates

2013 Senior Notes

November 15, 2013

650

5.625%

December 15, 2016

June 15 and December 15

2013 Senior Subordinated Notes

December 10, 2013

590

6.000%

June 15, 2017

June 15 and December 15

The guarantee arrangements, indenture restrictions, early redemption options and change of control provisions for the 2013 Notes are unchanged from December 31, 2013.

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Beverage Packaging Holdings Group

Notes to the interim unaudited condensed combined financial statements

For the three and six month periods ended June 30, 2014

(v) Pactiv Notes

As of June 30, 2014, the Group had outstanding the following notes (defined below, and together the “Pactiv Notes”) issued by Pactiv LLC (formerly Pactiv Corporation):

Currency

Date acquired by the Group

Principal amounts outstanding

(in million)

Interest rate

Maturity date

Semi-annual interest payment dates

Pactiv 2017 Notes

November 16, 2010

300

8.125%

June 15, 2017

June 15 and December 15

Pactiv 2018 Notes

November 16, 2010

6.400%

January 15, 2018

January 15 and July 15

Pactiv 2025 Notes

November 16, 2010

276

7.950%

December 15, 2025

June 15 and December 15

Pactiv 2027 Notes

November 16, 2010

200

8.375%

April 15, 2027

April 15 and October 15

The guarantee arrangements, indenture restrictions, and redemption terms for the Pactiv Notes are unchanged from December 31, 2013.

(w) Other borrowings

Other borrowings as of June 30, 2014 also included finance lease obligations of $29 million (December 31, 2013: $30 million).

13. Related parties

There have been no new significant related party transactions during the period. The nature of the Group's related party relationships, balances and transactions as of and for the three and six month periods ended June 30, 2014 are consistent with the information presented in note 23 of the Group's annual combined financial statements for the year ended December 31, 2013.

14. Contingencies

Litigation and legal proceedings

Security and guarantee arrangements

15. Subsequent events

Other than the item disclosed above, there have been no events subsequent to June 30, 2014 which would require accrual or disclosure in these financial statements.

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