6-K 1 rghlq22018doc.htm RGHL Q2 2018 6-K Document



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

July 31, 2018

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, 2018


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












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
 
July 31, 2018





Table of Contents
PART I - FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 
Overview
 
 
Key Factors Influencing Our Financial Condition and Results of Operations
 
 
Results of Operations
 
 
Differences Between the RGHL Group and the BP I Group Results of Operations
 
 
Liquidity and Capital Resources
 
 
Accounting Principles
 
 
Critical Accounting Policies
 
 
Recently Issued Accounting Pronouncements
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
ITEM 4. CONTROLS AND PROCEDURES
PART II - OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
ITEM 1A. RISK FACTORS
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
ITEM 4. MINE SAFETY DISCLOSURE
 
ITEM 5. OTHER INFORMATION
 
ITEM 6. EXHIBITS


1



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, 2017 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 14, 2018 (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 https://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 and our senior notes, excluding the Pactiv Notes (as defined below), and (ii) the credit agreement with our lenders governing our senior secured credit facilities (the “Credit Agreement”). Our outstanding notes include:

Notes covered by an effective registration statement filed with the SEC, comprised of:

the 5.750% Senior Secured Notes due 2020; and

the 6.875% Senior Secured Notes due 2021;

Notes not covered by an effective registration statement filed with the SEC, comprised of:

the Floating Rate Senior Secured Notes due 2021;

the 5.125% Senior Secured Notes due 2023;

the 7.000% Senior Notes due 2024; and

the 7.950% Debentures due 2025 and the 8.375% Debentures due 2027 (collectively, the “Pactiv Notes”).

The senior secured notes are referred to as the “Reynolds Senior Secured Notes.” The senior notes are referred to as the “Reynolds Senior Notes.” The Reynolds Senior Secured Notes and the Reynolds Senior Notes are collectively referred to as the “Reynolds Notes.”

The indentures governing these notes, as well as our Credit Agreement, are described more fully in our Annual Report. Additionally, refer to note 11 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. 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 not distributed in cash. 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, are not measures of financial condition, liquidity or profitability and should not be considered as an alternative to profit from operations for the period or operating cash flows determined in accordance with IFRS, 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. 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. 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,”

2



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

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 dependence on key management and other highly skilled personnel;

risks related to the consolidation of our customer bases, loss of a significant customer, competition and pricing pressure;

risks related to any potential supply of faulty or contaminated products;

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 pension plans sponsored by us and others in our control group;

risks related to strategic transactions, including completed and future acquisitions or dispositions;

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 information security, including a cyber security breach or a failure of one or more of our information technology systems, networks, processes or service providers;

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

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 increases in interest rates which would increase the cost of servicing our variable rate debt instruments.

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 of this quarterly report for our interim unaudited condensed consolidated financial statements and notes thereto for the three and six month periods ended June 30, 2018 and June 30, 2017.

3



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview
RGHL was incorporated on May 30, 2006 under the Companies Act 1993 of New Zealand. 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 five segments: Reynolds Consumer Products, Pactiv Foodservice, Graham Packaging, Evergreen and Closures.

Our Segments

Reynolds Consumer Products

Reynolds Consumer Products is a leading 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 various foodservice and food packaging products serving the foodservice industry, which includes food processors, restaurants and supermarkets. Pactiv Foodservice offers a comprehensive range of products including tableware items, clear plastic containers, foam containers, paperboard containers, aluminum containers, microwaveable containers, clear rigid-display packaging, molded fiber and plastic egg cartons, foamed and rigid trays, absorbent tray pads and plastic film. 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 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.

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 primarily used for beverages that require a cold-chain distribution system. 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 and aluminum 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 and aluminum 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.

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.

Substantial Leverage
The five 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. 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, 2018, our total indebtedness of $11,099 million was comprised of the outstanding principal amounts of our borrowings. As reflected in our consolidated statement of financial position, we had total borrowings of $11,053 million, consisting of total indebtedness net of unamortized transaction costs, original issue discounts and embedded derivatives. For more information regarding our external borrowings, refer to note 11 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.”


4



Raw Materials and Energy Prices
Our results of operations, and the gross margins corresponding to each of our segments, are impacted by changes in the costs of our raw materials and energy prices. The primary raw materials used to manufacture our products are plastic 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):

Reynolds Consumer Products — resin, aluminum

Pactiv Foodservice — resin, paperboard, aluminum

Graham Packaging — resin

Evergreen — fiber, resin

Closures — resin

The cost of our raw materials can also be affected by tariffs, trade sanctions and similar matters. For instance, on April 6, 2018, the U.S. government announced a series of sanctions against several Russian individuals and companies, including one company that is a major supplier of aluminum to the U.S. market and to us. In addition, the U.S. government has announced tariffs on various other materials, including certain types of resins. In response to these actions, other governments have proposed or imposed tariffs on U.S. goods. The scope and impact of these actions, and possible future actions, on our business remain uncertain. At this time, we do not believe that these matters will have a material adverse effect on our business, financial condition or results of operations, but the full effect of these actions will likely not be known for several months or longer.
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.

rghlbevpack_chart-55964a05.jpg

Source: IHS 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.


5



rghlbevpack_chart-57945a05.jpg

Source: Platts Metals 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.

rghlbevpack_chart-59687a05.jpg

Source: RISI, Inc.

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.

6



Results of Operations

The following discussion should be read in conjunction with the RGHL Group’s 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 results discussion.

Three month period ended June 30, 2018 compared to the three month period ended June 30, 2017

RGHL Group
 
 
For the three month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
% of revenue
 
2017
 
% of revenue
 
Change
 
% change
Revenue
 
2,739

 
100
 %
 
2,692

 
100
 %
 
47

 
2
 %
Cost of sales
 
(2,183
)
 
(80
)%
 
(2,105
)
 
(78
)%
 
(78
)
 
(4
)%
Gross profit
 
556

 
20
 %
 
587

 
22
 %
 
(31
)
 
(5
)%
Selling, marketing and distribution expenses/General and administration expenses
 
(248
)
 
(9
)%
 
(254
)
 
(9
)%
 
6

 
2
 %
Net other income (expenses)
 
(23
)
 
(1
)%
 
(13
)
 
 %
 
(10
)
 
(77
)%
Profit from operating activities
 
285

 
10
 %
 
320

 
12
 %
 
(35
)
 
(11
)%
Financial income
 
42

 
2
 %
 
141

 
5
 %
 
(99
)
 
(70
)%
Financial expenses
 
(250
)
 
(9
)%
 
(185
)
 
(7
)%
 
(65
)
 
(35
)%
Net financial income (expenses)
 
(208
)
 
(8
)%
 
(44
)
 
(2
)%
 
(164
)
 
NM

Profit (loss) from continuing operations before income tax
 
77

 
3
 %
 
276

 
10
 %
 
(199
)
 
(72
)%
Income tax (expense) benefit
 
(21
)
 
(1
)%
 
(111
)
 
(4
)%
 
90

 
81
 %
Profit (loss) from continuing operations
 
56

 
2
 %
 
165

 
6
 %
 
(109
)
 
(66
)%
Profit (loss) from discontinued operations, net of income tax
 

 
 %
 
1

 
 %
 
(1
)
 
(100
)%
Profit (loss) for the period
 
56

 
2
 %
 
166

 
6
 %
 
(110
)
 
(66
)%
Depreciation and amortization from continuing operations
 
162

 
6
 %
 
169

 
6
 %
 
7

 
4
 %
RGHL Group Adjusted EBITDA(1) from continuing operations
 
485

 
18
 %
 
525

 
20
 %
 
(40
)
 
(8
)%

(1)
Refer to page 2 under the heading “Non-GAAP Financial Measures” for additional information related to this financial measure.

Revenue. Revenue increased by $47 million, or 2%.The increase was primarily due to higher pricing across all segments, largely as a result of the pass-through of higher raw material costs to customers, partially offset by the impact of business divestitures at Closures, Pactiv Foodservice and Graham Packaging.

Cost of Sales. Cost of sales increased by $78 million, or 4%. The increase was primarily due to higher raw material, logistics and manufacturing costs. These increases were partially offset by the impact of business divestitures at Closures, Pactiv Foodservice and Graham Packaging.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $6 million, or 2%.

Net Other. Net other expenses increased by $10 million to $23 million. The increase was primarily due to an unfavorable change in gains and losses on sale of businesses, higher asset impairment charges and an unfavorable foreign currency impact, partially offset by a favorable change in unrealized gains and losses on derivatives.

Net Financial Income (Expenses). Net financial expenses increased by $164 million to $208 million. The increase was primarily due to an unfavorable change of $234 million in the fair value of embedded derivatives, partially offset by a $64 million favorable foreign currency impact and a decrease in interest expense. For more information regarding financial income (expenses) and borrowings, refer to notes 7 and 11, respectively.

Income Tax. We recognized income tax expense of $21 million on income before income tax of $77 million (an effective tax rate of 27%) in the three month period ended June 30, 2018 as compared to income tax expense of $111 million on income before income tax of $276 million (an effective tax rate of 40%) for the three month period ended June 30, 2017. The effective tax rate in both periods reflects (i) changes in the mix of book income and losses taxed at varying rates among the jurisdictions in which the RGHL Group operates and (ii) movements in unrecognized deferred tax assets. The effective tax rate in the current year period reflects the impact of recently enacted U.S. tax legislative changes. For further information, including a reconciliation of income tax expense, refer to note 8.

Depreciation and Amortization. Depreciation and amortization decreased by $7 million.


7



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)
 
2018
 
2017
Profit from operating activities
 
285

 
320

Depreciation and amortization from continuing operations
 
162

 
169

RGHL Group EBITDA(1) from continuing operations
 
447

 
489

Included in the RGHL Group EBITDA:
 
 
 
 
Asset impairment charges, net of reversals
 
9

 
2

(Gain) loss on sale of businesses and non-current assets
 
9

 
(1
)
Non-cash pension expense
 
14

 
17

Related party management fee
 
7

 
8

Restructuring costs, net of reversals
 
2

 
4

Unrealized (gain) loss on derivatives
 
(6
)
 
7

Other
 
3

 
(1
)
RGHL Group Adjusted EBITDA(1) from continuing operations
 
485

 
525

Segment detail of Adjusted EBITDA:
 
 
 
 
Reynolds Consumer Products
 
156

 
160

Pactiv Foodservice
 
149

 
167

Graham Packaging
 
95

 
109

Evergreen
 
62

 
64

Closures
 
34

 
37

Corporate/Unallocated(2)
 
(11
)
 
(12
)
RGHL Group Adjusted EBITDA from continuing operations
 
485

 
525


(1)
Refer to page 2 under the heading “Non-GAAP Financial Measures” for additional information related to these financial measures.

(2)
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.


8



Reynolds Consumer Products Segment
 
 
For the three month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
% of segment revenue
 
2017
 
% of segment revenue
 
Change
 
% change
External revenue
 
755

 
95
 %
 
711

 
95
 %
 
44

 
6
 %
Inter-segment revenue
 
42

 
5
 %
 
38

 
5
 %
 
4

 
11
 %
Total segment revenue
 
797

 
100
 %
 
749

 
100
 %
 
48

 
6
 %
Cost of sales
 
(590
)
 
(74
)%
 
(541
)
 
(72
)%
 
(49
)
 
(9
)%
Gross profit
 
207

 
26
 %
 
208

 
28
 %
 
(1
)
 
 %
Selling, marketing and distribution expenses/ General and administration expenses
 
(72
)
 
(9
)%
 
(70
)
 
(9
)%
 
(2
)
 
(3
)%
Net other income (expenses)
 
1

 
 %
 
(6
)
 
(1
)%
 
7

 
NM

Profit from operating activities
 
136

 
17
 %
 
132

 
18
 %
 
4

 
3
 %
Reynolds Consumer Products segment Adjusted EBITDA
 
156

 
20
 %
 
160

 
21
 %
 
(4
)
 
(3
)%

Revenue. Total segment revenue increased by $48 million, or 6%. The increase was primarily due to higher pricing as a result of incremental raw material and logistics costs and increased sales volume.

Cost of Sales. Cost of sales increased by $49 million, or 9%. This increase was primarily due to higher raw material and logistics costs and increased sales volume. For the three month periods ended June 30, 2018 and June 30, 2017, raw material costs accounted for 65% and 66% 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 $2 million, or 3%.

Net Other. Net other changed by $7 million, resulting in net other income of $1 million. The change was primarily due to a favorable change in unrealized gains and losses on 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)
 
2018
 
2017
Profit from operating activities
 
136

 
132

Depreciation and amortization
 
21

 
21

EBITDA
 
157

 
153

Included in Reynolds Consumer Products segment EBITDA:
 
 
 
 
Unrealized (gain) loss on derivatives
 
(1
)
 
7

Reynolds Consumer Products segment Adjusted EBITDA
 
156

 
160



9



Pactiv Foodservice Segment
 
 
For the three month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
% of segment revenue
 
2017
 
% of segment revenue
 
Change
 
% change
External revenue
 
844

 
86
 %
 
834

 
87
 %
 
10

 
1
 %
Inter-segment revenue
 
135

 
14
 %
 
125

 
13
 %
 
10

 
8
 %
Total segment revenue
 
979

 
100
 %
 
959

 
100
 %
 
20

 
2
 %
Cost of sales
 
(813
)
 
(83
)%
 
(781
)
 
(81
)%
 
(32
)
 
(4
)%
Gross profit
 
166

 
17
 %
 
178

 
19
 %
 
(12
)
 
(7
)%
Selling, marketing and distribution expenses/ General and administration expenses
 
(69
)
 
(7
)%
 
(65
)
 
(7
)%
 
(4
)
 
(6
)%
Net other income (expenses)
 
(17
)
 
(2
)%
 

 
 %
 
(17
)
 
NM

Profit from operating activities
 
80

 
8
 %
 
113

 
12
 %
 
(33
)
 
(29
)%
Pactiv Foodservice segment Adjusted EBITDA
 
149

 
15
 %
 
167

 
17
 %
 
(18
)
 
(11
)%

Revenue. Total segment revenue increased by $20 million, or 2%. The increase was primarily due to higher pricing, largely as a result of the pass-through of input costs to customers, net of product mix impacts. These increases were partially offset by business divestitures.

Cost of Sales. Cost of sales increased by $32 million, or 4%. The increase was primarily due to higher manufacturing, raw material and logistics costs. These increases were partially offset by lower costs due to business divestitures. For the three month periods ended June 30, 2018 and June 30, 2017, raw material costs accounted for 58% and 60% of Pactiv Foodservice’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 $4 million, or 6%.

Net Other. Net other changed by $17 million, resulting in net other expenses of $17 million. The change was primarily due to an unfavorable change of $17 million in gains and losses on sale of businesses and non-current assets and $4 million of asset impairment charges in the current year period, partially offset by a favorable change of $5 million in unrealized gains and 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 Pactiv Foodservice segment is as follows:
 
 
For the three month period ended June 30,
(In $ million)
 
2018
 
2017
Profit from operating activities
 
80

 
113

Depreciation and amortization
 
49

 
52

EBITDA
 
129

 
165

Included in Pactiv Foodservice segment EBITDA:
 
 
 
 
Asset impairment charges, net of reversals
 
4

 

(Gain) loss on sale of businesses and non-current assets
 
15

 
(2
)
Unrealized (gain) loss on derivatives
 
(4
)
 
1

Other
 
5

 
3

Pactiv Foodservice segment Adjusted EBITDA
 
149

 
167


10



Graham Packaging Segment
 
 
For the three month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
% of segment revenue
 
2017
 
% of segment revenue
 
Change
 
% change
External revenue
 
541

 
100
 %
 
558

 
100
 %
 
(17
)
 
(3
)%
Inter-segment revenue
 

 
 %
 

 
 %
 

 
 %
Total segment revenue
 
541

 
100
 %
 
558

 
100
 %
 
(17
)
 
(3
)%
Cost of sales
 
(466
)
 
(86
)%
 
(469
)
 
(84
)%
 
3

 
1
 %
Gross profit
 
75

 
14
 %
 
89

 
16
 %
 
(14
)
 
(16
)%
Selling, marketing and distribution expenses/General and administration expenses
 
(44
)
 
(8
)%
 
(46
)
 
(8
)%
 
2

 
4
 %
Net other income (expenses)
 
1

 
 %
 
(2
)
 
 %
 
3

 
NM

Profit from operating activities
 
32

 
6
 %
 
41

 
7
 %
 
(9
)
 
(22
)%
Graham Packaging segment Adjusted EBITDA
 
95

 
18
 %
 
109

 
20
 %
 
(14
)
 
(13
)%

Revenue. Total segment revenue decreased by $17 million, or 3%. The decrease was primarily due to lower sales volume, the impact of business divestitures and the application of the new revenue recognition standard, partially offset by higher pricing.

Cost of Sales. Cost of sales decreased by $3 million, or 1%. The decrease was primarily due to the impact of business divestitures, the application of the new revenue recognition standard and lower sales volume, partially offset by higher raw material costs. For both of the three month periods ended June 30, 2018 and June 30, 2017, raw material costs accounted for 53% of Graham Packaging’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 $2 million, or 4%.

Net Other. Net other changed by $3 million, resulting in net other income of $1 million. The change was primarily due to the net gain on the sale of a business in the current period. 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 three month period ended June 30,
(In $ million)
 
2018
 
2017
Profit from operating activities
 
32

 
41

Depreciation and amortization
 
65

 
66

EBITDA
 
97

 
107

Included in Graham Packaging segment EBITDA:
 
 
 
 
(Gain) loss on sale of businesses and non-current assets
 
(4
)
 

Other
 
2

 
2

Graham Packaging segment Adjusted EBITDA
 
95

 
109



11



Evergreen Segment
 
 
For the three month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
% of segment revenue
 
2017
 
% of segment revenue
 
Change
 
% change
External revenue
 
374

 
94
 %
 
347

 
92
 %
 
27

 
8
 %
Inter-segment revenue
 
22

 
6
 %
 
31

 
8
 %
 
(9
)
 
(29
)%
Total segment revenue
 
396

 
100
 %
 
378

 
100
 %
 
18

 
5
 %
Cost of sales
 
(332
)
 
(84
)%
 
(310
)
 
(82
)%
 
(22
)
 
(7
)%
Gross profit
 
64

 
16
 %
 
68

 
18
 %
 
(4
)
 
(6
)%
Selling, marketing and distribution expenses/ General and administration expenses
 
(18
)
 
(5
)%
 
(20
)
 
(5
)%
 
2

 
10
 %
Net other income (expenses)
 
2

 
1
 %
 

 
 %
 
2

 
NM

Profit from operating activities
 
48

 
12
 %
 
48

 
13
 %
 

 
 %
Evergreen segment Adjusted EBITDA
 
62

 
16
 %
 
64

 
17
 %
 
(2
)
 
(3
)%

Revenue. Total segment revenue increased by $18 million, or 5%. The increase was primarily due to higher sales volume and higher pricing.

Cost of Sales. Cost of sales increased by $22 million, or 7%. The increase was primarily due to higher sales volume and higher raw material costs. For the three month periods ended June 30, 2018 and June 30, 2017, raw material costs accounted for 41% and 42% of Evergreen’s cost of sales, respectively.

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

Net Other. Net other changed by $2 million, resulting in net other income of $2 million.

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)
 
2018
 
2017
Profit from operating activities
 
48

 
48

Depreciation and amortization
 
15

 
15

EBITDA
 
63

 
63

Included in Evergreen segment EBITDA:
 
 
 
 
Other
 
(1
)
 
1

Evergreen segment Adjusted EBITDA
 
62

 
64


12



Closures Segment
 
 
For the three month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
% of segment revenue
 
2017
 
% of segment revenue
 
Change
 
% change
External revenue
 
225

 
96
 %
 
242

 
98
 %
 
(17
)
 
(7
)%
Inter-segment revenue
 
10

 
4
 %
 
4

 
2
 %
 
6

 
NM

Total segment revenue
 
235

 
100
 %
 
246

 
100
 %
 
(11
)
 
(4
)%
Cost of sales
 
(191
)
 
(81
)%
 
(202
)
 
(82
)%
 
11

 
5
 %
Gross profit
 
44

 
19
 %
 
44

 
18
 %
 

 
 %
Selling, marketing and distribution expenses/ General and administration expenses
 
(19
)
 
(8
)%
 
(25
)
 
(10
)%
 
6

 
24
 %
Net other income (expenses)
 
(2
)
 
(1
)%
 
2

 
1
 %
 
(4
)
 
NM

Profit from operating activities
 
23

 
10
 %
 
21

 
9
 %
 
2

 
10
 %
Closures segment Adjusted EBITDA
 
34

 
14
 %
 
37

 
15
 %
 
(3
)
 
(8
)%

Revenue. Total segment revenue decreased by $11 million, or 4%.The decrease was primarily due to the impact of business divestitures, partially offset by higher pricing and higher sales volume in the ongoing business.

Cost of Sales. Cost of sales decreased by $11 million, or 5%. The decrease was primarily due to the impact of business divestitures, partially offset by higher raw material costs and higher sales volume. For the three month periods ended June 30, 2018 and June 30, 2017, raw material costs accounted for 63% and 61% of Closures’ cost of sales, respectively.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $6 million, or 24%. The decrease included the impact of business divestitures.

Net Other. Net other changed by $4 million, resulting in net other expenses of $2 million.

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)
 
2018
 
2017
Profit from operating activities
 
23

 
21

Depreciation and amortization
 
12

 
15

EBITDA
 
35

 
36

Included in Closures segment EBITDA:
 
 
 
 
(Gain) loss on sale of businesses and non-current assets
 
(2
)
 
1

Other
 
1

 

Closures segment Adjusted EBITDA
 
34

 
37


13



Corporate/Unallocated
 
 
For the three month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
2017
 
Change
 
% change
Selling, marketing and distribution expenses/General and administration expenses
 
(26
)
 
(28
)
 
2

 
7
 %
Net other income (expenses)
 
(8
)
 
(7
)
 
(1
)
 
(14
)%
Loss from operating activities
 
(34
)
 
(35
)
 
1

 
3
 %
Corporate/Unallocated Adjusted EBITDA
 
(11
)
 
(12
)
 
1

 
8
 %

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $2 million, or 7%. The decrease was primarily due to lower pension expense. This item has been included in the segment’s Adjusted EBITDA calculation.

Net Other. Net other expenses increased by $1 million to $8 million.

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)
 
2018
 
2017
Loss from operating activities
 
(34
)
 
(35
)
EBITDA
 
(34
)
 
(35
)
Included in Corporate/Unallocated EBITDA:
 
 
 
 
Non-cash pension expense
 
14

 
17

Related party management fee
 
7

 
8

Other
 
2

 
(2
)
Corporate/Unallocated Adjusted EBITDA
 
(11
)
 
(12
)



14



Results of Operations

Six month period ended June 30, 2018 compared to the six month period ended June 30, 2017

RGHL Group
 
 
For the six month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
% of revenue
 
2017
 
% of revenue
 
Change
 
% change
Revenue
 
5,240

 
100
 %
 
5,143

 
100
 %
 
97

 
2
 %
Cost of sales
 
(4,238
)
 
(81
)%
 
(4,030
)
 
(78
)%
 
(208
)
 
(5
)%
Gross profit
 
1,002

 
19
 %
 
1,113

 
22
 %
 
(111
)
 
(10
)%
Selling, marketing and distribution expenses/General and administration expenses
 
(496
)
 
(9
)%
 
(505
)
 
(10
)%
 
9

 
2
 %
Net other income (expenses)
 
(28
)
 
(1
)%
 
(37
)
 
(1
)%
 
9

 
24
 %
Profit from operating activities
 
478

 
9
 %
 
571

 
11
 %
 
(93
)
 
(16
)%
Financial income
 
29

 
1
 %
 
148

 
3
 %
 
(119
)
 
(80
)%
Financial expenses
 
(456
)
 
(9
)%
 
(422
)
 
(8
)%
 
(34
)
 
(8
)%
Net financial income (expenses)
 
(427
)
 
(8
)%
 
(274
)
 
(5
)%
 
(153
)
 
(56
)%
Profit (loss) from continuing operations before income tax
 
51

 
1
 %
 
297

 
6
 %
 
(246
)
 
(83
)%
Income tax (expense) benefit
 
(19
)
 
 %
 
(91
)
 
(2
)%
 
72

 
79
 %
Profit (loss) from continuing operations
 
32

 
1
 %
 
206

 
4
 %
 
(174
)
 
(84
)%
Profit (loss) from discontinued operations, net of income tax
 

 
 %
 
1

 
 %
 
(1
)
 
NM

Profit (loss) for the period
 
32

 
1
 %
 
207

 
4
 %
 
(175
)
 
NM

Depreciation and amortization from continuing operations
 
332

 
6
 %
 
334

 
6
 %
 
2

 
1
 %
RGHL Group Adjusted EBITDA(1) from continuing operations
 
877

 
17
 %
 
992

 
19
 %
 
(115
)
 
(12
)%

(1)
Refer to page 2 under the heading “Non-GAAP Financial Measures” for additional information related to this financial measure.

Revenue. Revenue increased by $97 million, or 2%. The increase was primarily due to higher pricing across all segments, largely as a result of the pass-through of higher raw material costs to customers, and a favorable change in foreign currency rates, partially offset by the impact of business divestitures at Closures, Pactiv Foodservice and Graham Packaging.

Cost of Sales. Cost of sales increased by $208 million, or 5%. The increase was primarily due to higher raw material, logistics and manufacturing costs. These increases were partially offset by the impact of business divestitures at Closures, Pactiv Foodservice and Graham Packaging.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $9 million, or 2%.

Net Other. Net other expenses decreased by $9 million to $28 million. The decrease was due to a favorable change of $19 million in gains and losses on sale of businesses and a favorable change in unrealized gains and losses on derivatives, partially offset by higher asset impairment charges of $11 million and an unfavorable foreign currency impact.

Net Financial Income (Expenses). Net financial expenses increased by $153 million to $427 million. The increase was primarily due to an unfavorable change of $286 million in the fair value of embedded derivatives, partially offset by a $62 million decrease in losses on extinguishment of debt, a $52 million favorable foreign currency impact and a $16 million decrease in interest expense. For more information regarding financial income (expenses) and borrowings, refer to notes 7 and 11, respectively.

Income Tax. We recognized income tax expense of $19 million on income before income tax of $51 million (an effective tax rate of 37%) in the six month period ended June 30, 2018 as compared to income tax expense of $91 million on income before income tax of $297 million (an effective tax rate of 31%) for the six month period ended June 30, 2017. The effective tax rate in both periods reflects changes in the mix of book income and losses taxed at varying rates among the jurisdictions in which the RGHL Group operates. The effective tax rate in the current year period reflects the impact of recently enacted U.S. tax legislative changes. The 2017 effective tax rate also reflects the establishment of a $35 million deferred tax asset for unused tax losses previously unrecognized. For further information, including a reconciliation of income tax expense, refer to note 8.

Depreciation and Amortization. Depreciation and amortization decreased by $2 million.


15



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)
 
2018
 
2017
Profit from operating activities
 
478

 
571

Depreciation and amortization from continuing operations
 
332

 
334

RGHL Group EBITDA(1) from continuing operations
 
810

 
905

Included in the RGHL Group EBITDA:
 
 
 
 
Asset impairment charges, net of reversals
 
14

 
3

(Gain) loss on sale of businesses and non-current assets
 
(6
)
 
13

Non-cash pension expense
 
27

 
34

Operational process engineering-related consultancy costs
 
7

 
2

Related party management fee
 
13

 
14

Restructuring costs, net of reversals
 
7

 
12

Unrealized (gain) loss on derivatives
 
6

 
11

Other
 
(1
)
 
(2
)
RGHL Group Adjusted EBITDA(1) from continuing operations
 
877

 
992

Segment detail of Adjusted EBITDA:
 
 
 
 
Reynolds Consumer Products
 
264

 
292

Pactiv Foodservice
 
276

 
319

Graham Packaging
 
192

 
206

Evergreen
 
104

 
127

Closures
 
65

 
69

Corporate/Unallocated(2)
 
(24
)
 
(21
)
RGHL Group Adjusted EBITDA from continuing operations
 
877

 
992


(1)
Refer to page 2 under the heading “Non-GAAP Financial Measures” for additional information related to these financial measures.

(2)
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.


16



Reynolds Consumer Products Segment
 
 
For the six month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
% of segment revenue
 
2017
 
% of segment revenue
 
Change
 
% change
External revenue
 
1,379

 
94
 %
 
1,305

 
95
 %
 
74

 
6
 %
Inter-segment revenue
 
82

 
6
 %
 
75

 
5
 %
 
7

 
9
 %
Total segment revenue
 
1,461

 
100
 %
 
1,380

 
100
 %
 
81

 
6
 %
Cost of sales
 
(1,099
)
 
(75
)%
 
(994
)
 
(72
)%
 
(105
)
 
(11
)%
Gross profit
 
362

 
25
 %
 
386

 
28
 %
 
(24
)
 
(6
)%
Selling, marketing and distribution expenses/ General and administration expenses
 
(142
)
 
(10
)%
 
(139
)
 
(10
)%
 
(3
)
 
(2
)%
Net other income (expenses)
 
(6
)
 
 %
 
1

 
 %
 
(7
)
 
NM

Profit from operating activities
 
214

 
15
 %
 
248

 
18
 %
 
(34
)
 
(14
)%
Reynolds Consumer Products segment Adjusted EBITDA
 
264

 
18
 %
 
292

 
21
 %
 
(28
)
 
(10
)%

Revenue. Total segment revenue increased by $81 million, or 6%. The increase was primarily due to higher pricing as a result of incremental raw material and logistics costs and increased sales volume.

Cost of Sales. Cost of sales increased by $105 million, or 11%. The increase was primarily due to higher raw material and logistics costs and increased sales volume. For both of the six month periods ended June 30, 2018 and June 30, 2017, raw material costs accounted for 65% of Reynolds Consumer Products’ 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 2%.

Net Other. Net other changed by $7 million, resulting in net other expenses of $6 million. The change was primarily due to an unfavorable change in unrealized gains and losses on 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)
 
2018
 
2017
Profit from operating activities
 
214

 
248

Depreciation and amortization
 
43

 
43

EBITDA
 
257

 
291

Included in Reynolds Consumer Products segment EBITDA:
 
 
 
 
Unrealized (gain) loss on derivatives
 
7

 
1

Reynolds Consumer Products segment Adjusted EBITDA
 
264

 
292


17



Pactiv Foodservice Segment
 
 
For the six month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
% of segment revenue
 
2017
 
% of segment revenue
 
Change
 
% change
External revenue
 
1,608

 
86
 %
 
1,582

 
86
 %
 
26

 
2
 %
Inter-segment revenue
 
264

 
14
 %
 
248

 
14
 %
 
16

 
6
 %
Total segment revenue
 
1,872

 
100
 %
 
1,830

 
100
 %
 
42

 
2
 %
Cost of sales
 
(1,572
)
 
(84
)%
 
(1,491
)
 
(81
)%
 
(81
)
 
(5
)%
Gross profit
 
300

 
16
 %
 
339

 
19
 %
 
(39
)
 
(12
)%
Selling, marketing and distribution expenses/ General and administration expenses
 
(138
)
 
(7
)%
 
(129
)
 
(7
)%
 
(9
)
 
(7
)%
Net other income (expenses)
 
(29
)
 
(2
)%
 
(21
)
 
(1
)%
 
(8
)
 
(38
)%
Profit from operating activities
 
133

 
7
 %
 
189

 
10
 %
 
(56
)
 
(30
)%
Pactiv Foodservice segment Adjusted EBITDA
 
276

 
15
 %
 
319

 
17
 %
 
(43
)
 
(13
)%

Revenue. Total segment revenue increased by $42 million, or 2%. The increase was primarily due to higher pricing, largely as a result of the pass-through of input costs to customers, net of product mix impacts, and a favorable foreign currency impact. These increases were partially offset by business divestitures.

Cost of Sales. Cost of sales increased by $81 million, or 5%. The increase was primarily due to higher raw material, manufacturing and logistics costs. These increases were partially offset by lower costs due to business divestitures and lower restructuring costs. For the six month periods ended June 30, 2018 and June 30, 2017, raw material costs accounted for 58% and 59% of Pactiv Foodservice’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 $9 million, or 7%. The increase was primarily due to higher operational process engineering-related consultancy costs, which have been included in the segment’s Adjusted EBITDA calculation.

Net Other. Net other expenses increased by $8 million to $29 million. The increase was primarily due to higher losses on sale of businesses and higher asset impairment charges, partially offset by lower 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 Pactiv Foodservice segment is as follows:
 
 
For the six month period ended June 30,
(In $ million)
 
2018
 
2017
Profit from operating activities
 
133

 
189

Depreciation and amortization
 
105

 
103

EBITDA
 
238

 
292

Included in Pactiv Foodservice segment EBITDA:
 
 
 
 
Asset impairment charges, net of reversals
 
5

 

(Gain) loss on sale of businesses and non-current assets
 
23

 
10

Operational process engineering-related consultancy costs
 
7

 
2

Restructuring costs, net of reversals
 
2

 
6

Unrealized (gain) loss on derivatives
 

 
9

Other
 
1

 

Pactiv Foodservice segment Adjusted EBITDA
 
276

 
319


18



Graham Packaging Segment
 
 
For the six month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
% of segment revenue
 
2017
 
% of segment revenue
 
Change
 
% change
External revenue
 
1,078

 
100
 %
 
1,102

 
100
 %
 
(24
)
 
(2
)%
Inter-segment revenue
 

 
 %
 

 
 %
 

 
 %
Total segment revenue
 
1,078

 
100
 %
 
1,102

 
100
 %
 
(24
)
 
(2
)%
Cost of sales
 
(928
)
 
(86
)%
 
(932
)
 
(85
)%
 
4

 
 %
Gross profit
 
150

 
14
 %
 
170

 
15
 %
 
(20
)
 
(12
)%
Selling, marketing and distribution expenses/General and administration expenses
 
(89
)
 
(8
)%
 
(94
)
 
(9
)%
 
5

 
5
 %
Net other income (expenses)
 
(8
)
 
(1
)%
 
(4
)
 
 %
 
(4
)
 
(100
)%
Profit from operating activities
 
53

 
5
 %
 
72

 
7
 %
 
(19
)
 
(26
)%
Graham Packaging segment Adjusted EBITDA
 
192

 
18
 %
 
206

 
19
 %
 
(14
)
 
(7
)%

Revenue. Total segment revenue decreased by $24 million, or 2%. The decrease was primarily due to lower sales volume, the impact of business divestitures and the application of the new revenue recognition standard, partially offset by higher pricing and a favorable foreign currency impact.

Cost of Sales. Cost of sales decreased by $4 million. The decrease was primarily due to the application of the new revenue recognition standard, the impact of business divestitures and lower sales volume, partially offset by higher raw material costs and an unfavorable foreign currency impact. For the six month periods ended June 30, 2018 and June 30, 2017, raw material costs accounted for 53% and 52% 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 decreased by $5 million, or 5%.

Net Other. Net other expenses increased by $4 million to $8 million. The increase was primarily due to asset impairment charges. 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)
 
2018
 
2017
Profit from operating activities
 
53

 
72

Depreciation and amortization
 
128

 
128

EBITDA
 
181

 
200

Included in Graham Packaging segment EBITDA:
 
 
 
 
Asset impairment charges, net of reversals
 
5

 
2

Restructuring costs, net of reversals
 
4

 
2

Other
 
2

 
2

Graham Packaging segment Adjusted EBITDA
 
192

 
206



19



Evergreen Segment
 
 
For the six month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
% of segment revenue
 
2017
 
% of segment revenue
 
Change
 
% change
External revenue
 
743

 
94
 %
 
710

 
93
 %
 
33

 
5
 %
Inter-segment revenue
 
48

 
6
 %
 
57

 
7
 %
 
(9
)
 
(16
)%
Total segment revenue
 
791

 
100
 %
 
767

 
100
 %
 
24

 
3
 %
Cost of sales
 
(680
)
 
(86
)%
 
(629
)
 
(82
)%
 
(51
)
 
(8
)%
Gross profit
 
111

 
14
 %
 
138

 
18
 %
 
(27
)
 
(20
)%
Selling, marketing and distribution expenses/ General and administration expenses
 
(37
)
 
(5
)%
 
(42
)
 
(5
)%
 
5

 
12
 %
Net other income (expenses)
 
4

 
1
 %
 

 
 %
 
4

 
NM

Profit from operating activities
 
78

 
10
 %
 
96

 
13
 %
 
(18
)
 
(19
)%
Evergreen segment Adjusted EBITDA
 
104

 
13
 %
 
127

 
17
 %
 
(23
)
 
(18
)%

Revenue. Total segment revenue increased by $24 million, or 3%. The increase was primarily due to higher sales volume and higher pricing.

Cost of Sales. Cost of sales increased by $51 million, or 8%. The increase was primarily due to higher raw material costs, higher sales volume and higher manufacturing and logistics costs. For both of the six month periods ended June 30, 2018 and June 30, 2017, raw material costs accounted for 41% 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 $5 million, or 12%.

Net Other. Net other changed by $4 million, resulting in net other income of $4 million.

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)
 
2018
 
2017
Profit from operating activities
 
78

 
96

Depreciation and amortization
 
30

 
29

EBITDA
 
108

 
125

Included in Evergreen segment EBITDA:
 
 
 
 
Other
 
(4
)
 
2

Evergreen segment Adjusted EBITDA
 
104

 
127



20



Closures Segment
 
 
For the six month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
% of segment revenue
 
2017
 
% of segment revenue
 
Change
 
% change
External revenue
 
432

 
96
 %
 
444

 
98
 %
 
(12
)
 
(3
)%
Inter-segment revenue
 
19

 
4
 %
 
8

 
2
 %
 
11

 
NM

Total segment revenue
 
451

 
100
 %
 
452

 
100
 %
 
(1
)
 
 %
Cost of sales
 
(372
)
 
(82
)%
 
(372
)
 
(82
)%
 

 
 %
Gross profit
 
79

 
18
 %
 
80

 
18
 %
 
(1
)
 
(1
)%
Selling, marketing and distribution expenses/ General and administration expenses
 
(39
)
 
(9
)%
 
(47
)
 
(10
)%
 
8

 
17
 %
Net other income (expenses)
 
27

 
6
 %
 

 
 %
 
27

 
NM

Profit from operating activities
 
67

 
15
 %
 
33

 
7
 %
 
34

 
NM

Closures segment Adjusted EBITDA
 
65

 
14
 %
 
69

 
15
 %
 
(4
)
 
(6
)%

Revenue. Total segment revenue decreased by $1 million. The decrease was primarily due to the impact of business divestitures, partially offset by higher sales volume in the ongoing business, higher pricing and a favorable foreign currency impact.

Cost of Sales. Cost of sales remained flat at $372 million reflecting the impact of business divestitures, offset by higher raw material costs, higher sales volume and an unfavorable foreign currency impact. For the six month periods ended June 30, 2018 and June 30, 2017, raw material costs accounted for 61% and 59% of Closures’ cost of sales, respectively.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $8 million, or 17%.

Net Other. Net other changed by $27 million, resulting in net other income of $27 million. The change was primarily due to the net gain on the sale of businesses in the current year period, partially offset by an increase 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 Closures segment is as follows:
 
 
For the six month period ended June 30,
(In $ million)
 
2018
 
2017
Profit from operating activities
 
67

 
33

Depreciation and amortization
 
26

 
31

EBITDA
 
93

 
64

Included in Closures segment EBITDA:
 
 
 
 
Asset impairment charges, net of reversals
 
4

 
1

(Gain) loss on sale of businesses and non-current assets
 
(32
)
 
1

Other
 

 
3

Closures segment Adjusted EBITDA
 
65

 
69



21



Corporate/Unallocated
 
 
For the six month period ended June 30,
 
 
 
 
(In $ million, except for %)
 
2018
 
2017
 
Change
 
% change
Selling, marketing and distribution expenses/General and administration expenses
 
(51
)
 
(54
)
 
3

 
6
 %
Net other income (expenses)
 
(16
)
 
(13
)
 
(3
)
 
(23
)%
Loss from operating activities
 
(67
)
 
(67
)
 

 
 %
Corporate/Unallocated Adjusted EBITDA
 
(24
)
 
(21
)
 
(3
)
 
(14
)%

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $3 million, or 6%. The decrease was primarily due to lower pension expense. This item has been included in the segment's Adjusted EBITDA calculation.

Net Other. Net other expenses increased by $3 million to $16 million.

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)
 
2018
 
2017
Loss from operating activities
 
(67
)
 
(67
)
EBITDA
 
(67
)
 
(67
)
Included in Corporate/Unallocated EBITDA:
 
 
 
 
Non-cash pension expense
 
27

 
34

Related party management fee
 
13

 
14

Other
 
3

 
(2
)
Corporate/Unallocated Adjusted EBITDA
 
(24
)
 
(21
)


Differences Between the RGHL Group and the BP I Group Results of Operations
The indentures governing certain of our outstanding notes also require us to provide certain information for Beverage Packaging Holdings I Limited and its consolidated subsidiaries (the "BP I Group"). The information presented in the RGHL Group interim unaudited condensed consolidated financial statements is substantially equivalent to the information that would be presented in the BP I Group financial statements. Accordingly, separate BP I Group financial statements are not included 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 revenue and gross profit amounts that would be included in the BP I Group financial statements. The differences in the profit (loss) before income tax are primarily due to related party interest income and expenses that are recognized by RGHL, intercompany amounts between RGHL and the members of the BP I Group 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, as applicable in a given period.

Differences between the RGHL Group statement of financial position and the financial position of the BP I Group are primarily attributable to the related party receivables and borrowings of RGHL and balances between RGHL and the BP I Group.

Differences between the RGHL Group statement of cash flows and the cash flows of the BP I Group primarily relate to the management fee, loans with RGHL and transactions associated with share capital.


22



Liquidity and Capital Resources
Historical Cash Flows
The following table discloses the RGHL Group’s cash flows for the periods presented:
 
 
For the six month period ended June 30,
(In $ million)
 
2018
 
2017
Net cash flows from (used in) operating activities
 
300

 
197

Net cash flows from (used in) investing activities
 
(160
)
 
(178
)
Net cash flows from (used in) financing activities
 
(337
)
 
(631
)
Net increase (decrease) in cash and cash equivalents
 
(197
)
 
(612
)

Cash Flows from (used in) Operating Activities
Cash provided by operating activities was $300 million compared to cash provided by operating activities of $197 million in the prior year period. Changes in trade and other payables resulted in a favorable impact of $88 million, primarily due to vendor term changes and timing of payments, interest payments decreased by $27 million due to a reduction in outstanding principal borrowing amounts and cash tax payments decreased by $26 million.
Cash Flows from (used in) Investing Activities
Cash used in investing activities was $160 million compared to cash used in investing activities of $178 million in the prior year period. The current year period includes an increase of $106 million in net cash proceeds from business divestitures partially offset by an increase of $90 million in capital expenditures. Refer to “— Capital Expenditures” for additional information regarding expenditures on property, plant and equipment and intangible assets.

Cash Flows from (used in) Financing Activities
The net cash outflow during each respective period is summarized as follows:
 
 
For the six month period ended June 30,
(In $ million)
 
2018
 
2017
Drawdown of borrowings
 

 
452

Repayment of borrowings
 
(334
)
 
(1,070
)
Payment of debt transaction costs
 

 
(10
)
Other
 
(3
)
 
(3
)
Net cash outflow
 
(337
)
 
(631
)

Refer to note 11 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

Capital expenditures were $277 million compared to $187 million in the prior year period. The increase reflects higher investments made in the current year period.

We incurred $410 million in capital expenditures in 2017 and we expect to incur approximately $575 million in capital expenditures during 2018 (excluding acquisitions) largely to support business growth, cost reduction and business maintenance. We expect to fund these expenditures with cash flows from operations. Actual capital expenditures may differ.

Liquidity and Capital Resources
We have substantial debt and debt service obligations. As of June 30, 2018, our total outstanding principal amounts of borrowings was $11,099 million.

Our sources of liquidity for the future are expected to be our existing cash resources, cash flows from operations, drawings under the revolving credit facility of our Credit Agreement, borrowings under the 2017 Securitization Facility and local working capital facilities. In addition to our cash and cash equivalents and excess capacity under our 2017 Securitization Facility, as of June 30, 2018, we had $240 million available for drawing under our revolving credit facility. Our revolving credit facility matures in August 2021.

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


23



On January 15, 2018, the RGHL Group repaid upon maturity all of the $16 million aggregate principal amount outstanding of the 6.400% Notes due 2018 plus accrued and unpaid interest.

On February 15, 2018, the RGHL Group repaid $300 million aggregate principal amount of the outstanding 6.875% Senior Secured Notes due 2021 at a redemption price of 101.146% plus accrued and unpaid interest.

Our annualized cash interest obligations on our outstanding indebtedness are expected to be approximately $606 million, assuming interest on our floating rate debt continues to accrue at the current applicable interest rates and there is no change in the current euro-to-U.S. dollar exchange rate for euro-denominated interest obligations. We expect to meet our debt service obligations with our existing cash resources and cash flows from operations. Refer to note 11 of the RGHL Group’s interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for details related to our debt and related repayment terms.

Under the indentures governing the Reynolds 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 certain of our Reynolds Senior Secured Notes, the liens securing first lien secured indebtedness do not exceed a 3.50 to 1.00 senior secured first lien leverage ratio, (ii) under the indentures governing our Reynolds Senior Notes, the liens securing any secured indebtedness do not exceed a 4.50 to 1.00 secured leverage ratio and (iii) under the indentures governing the 5.125% Senior Secured Notes due 2023 and the Floating Rate Senior Secured Notes due 2021, the liens securing first lien secured indebtedness do not exceed a 4.50 to 1.00 senior secured first lien leverage ratio.

Under the Credit Agreement, 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 Credit Agreement and senior secured or unsecured 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 Credit Agreement’s total secured leverage ratio covenant. In addition, we may incur incremental senior secured indebtedness under the Credit Agreement and senior secured notes in an unlimited amount so long as our total secured leverage ratio does not exceed 4.50 to 1.00 on a pro forma basis and (in the case of incremental senior secured indebtedness under the Credit Agreement only) we are in pro forma compliance with the total secured leverage ratio covenant included in the Credit Agreement. The incurrence of unsecured indebtedness, including the issuance of senior notes, and unsecured subordinated indebtedness is also permitted if the fixed charge coverage ratio covenant is at least 2.00 to 1.00 on a pro forma basis.

The Credit Agreement and the indentures governing the Reynolds Notes 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 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, the indentures governing the Reynolds Notes and our other outstanding indebtedness. We expect to remain in compliance with our covenants.

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

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

We or our affiliates may from time to time seek to retire or repurchase our outstanding indebtedness in open market purchases, privately negotiated transactions or otherwise. Such transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other considerations.

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 income (expenses) in the statement of comprehensive income as a component of profit or loss. As of June 30, 2018, our non-current derivative asset associated with embedded derivatives was $99 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.

24



Contractual Obligations
The following table summarizes our material contractual obligations as of June 30, 2018:
 
 
Payments, due by period, as of June 30, 2018
(In $ million)
 
Total
 
Less than one year
 
One to three years
 
Three to five years
 
Greater than five years
Trade and other payables
 
1,101

 
1,101

 

 

 

Financial liabilities(1)
 
13,652

 
1,056

 
4,654

 
4,809

 
3,133

Operating leases
 
391

 
106

 
150

 
79

 
56

Unconditional capital expenditure obligations
 
186

 
186

 

 

 

Total contractual obligations
 
15,330

 
2,449

 
4,804

 
4,888

 
3,189


(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 as of June 30, 2018.

As of June 30, 2018, our liabilities for pensions, post-employment benefits and uncertain tax positions totaled $721 million. The ultimate timing of these liabilities cannot be determined; therefore, we have excluded these amounts from the contractual obligations table above.

The RGHL Group is required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% or 0% if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments are due in 2018 for the year ended December 31, 2017.

Contingent Liabilities
The RGHL Group’s financing agreements permit the payment to related parties of management, consulting, monitoring and advisory fees (the “Management Fee”) of up to 1.5% of the RGHL Group’s Adjusted EBITDA (as defined in the financing agreements) for the previous year. The Credit Agreement permits the RGHL Group to pay an additional Management Fee of up to $22 million in respect of the 2009 and 2010 financial years. No amount has been accrued in respect of the remaining 2009 and 2010 permitted Management Fee of up to $22 million.

As part of the agreements for the sale of various businesses, the RGHL Group has provided certain warranties and indemnities to the respective purchasers as set out in the respective sale agreements. These warranties and indemnities are subject to various terms and conditions affecting the duration and total amount of the indemnities. As of June 30, 2018, the RGHL Group is not aware of any material claims under these agreements that would give rise to an additional liability. However, if such claims arise in the future, they could have a material effect on the RGHL Group’s financial position, results of operations and cash flows.
Off-Balance Sheet Arrangements
Other than operating leases entered into in the normal course of business, we have no material off-balance sheet obligations.

Accounting Principles
Our interim unaudited condensed consolidated financial statements have been prepared in accordance with IFRS and International Financial Reporting Interpretations Committee 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. Except as disclosed below, our critical accounting policies have not changed from those disclosed in our Annual Report.

Revenue Recognition
We manufacture and sell a range of consumer food, beverage and food service packaging products. We enter into a variety of arrangements with customers, including pricing arrangements and master supply arrangements, which outline the terms under which we do business with a specific customer. We also sell to some customers solely based on purchase orders. We have concluded that for the vast majority of our revenue, our contracts with customers are either a purchase order or the combination of a purchase order with a master supply arrangement.
Revenue is recognized for these arrangements over time or at a point in time depending on our evaluation of when the customer obtains control of the promised products or services. Revenue from customer products which have no alternative use, for which an enforceable right to payment exists, is recognized over time such that a portion of revenue will be recognized prior to the delivery of these products. All other revenue is recognized at a point in time, which is typically on delivery. All revenue is recognized net of any related rebates, discounts and tax.
The nature of our contracts gives rise to several types of variable consideration. The recognition of revenue is dependent on the terms of the individual arrangements of a sale. In arriving at net revenue, we estimate the amount of deductions from revenue that are likely to be earned or taken by customers in conjunction with incentive programs or the amount of consumer incentives to be utilized. These incentives include volume rebates and early payment discounts. In addition, in certain of our businesses, we participate in customer pricing programs that provide price discounts to the ultimate end-users of our products in the form of redeemable coupons. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of anticipated performance and all information reasonably available to us, including historical and current market trends which are affected by seasonality and competitiveness of promotional

25



programs being offered. Accumulated experience is used to estimate and provide for the expected value of these discounts. We include estimated amounts in the transaction price to the extent it is highly probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates are reviewed quarterly for possible revisions. In the event that future revenue deduction trends vary significantly from past or expected trends, reported revenue may increase or decrease by a material amount.
For arrangements that include multiple performance obligations, we allocate revenue to each performance obligation based on estimates of the price that would be charged to the customer for each promised product or service if it were sold on a standalone basis. The durations for these arrangements are short-term, not exceeding one year.
Impairment of Goodwill, Intangible Assets and Property, Plant and Equipment
In connection with the goodwill impairment test for the year ended December 31, 2017, the RGHL Group determined that Graham Packaging’s goodwill was not impaired, but the value of the segment exceeded its carrying amount of $3.4 billion by approximately 4%. A change of approximately 2% in the forecasted EBITDA, forecasted cash flows, discount rate or estimated earnings multiple for Graham Packaging could result in a goodwill impairment. No triggering events that would require further testing of goodwill impairment were identified during the six month period ended June 30, 2018.

Recently Issued Accounting Pronouncements

Refer to note 2.2 of the RGHL Group’s interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for information regarding new and revised accounting standards and interpretations.

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, interest rate swaps 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, the costs associated with entering into such arrangements 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 of changes in commodity prices to customers. 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, 2018. 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 U.S. dollars and euros that are drawn under our Floating Rate Senior Secured Notes, our Credit Agreement and our 2017 Securitization Facility. As of June 30, 2018, the Floating Rate Senior Secured Notes accrued interest at a floating rate with no floor. As of June 30, 2018, the Credit Agreement included interest rate floors of 0.0% per annum on the revolving loan and the U.S. and European term loans. As of June 30, 2018, the 2017 Securitization Facility accrued interest at a floating rate with a 0.0% floor.

The underlying rate for our Floating Rate Senior Secured Notes due 2021 is the three-month Dollar LIBO Rate. As of June 30, 2018, the applicable three-month Dollar LIBO Rate was 2.35%. In July 2016, the RGHL Group entered into a $750 million interest rate swap agreement to mitigate the interest rate risk exposure of the Floating Rate Senior Secured Notes due 2021. While the RGHL Group has elected not to adopt hedge accounting, the economic effect of this derivative is that the effective interest rate on the Floating Rate Senior Secured Notes due 2021 is fixed at 4.670% from October 15, 2016.

The underlying rates for our Credit Agreement are the one-month LIBOR and EURIBOR, and as of June 30, 2018, the applicable rates were 2.09% and (0.37%), respectively. Based on our outstanding debt commitments as of June 30, 2018, 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 $33 million increase in interest expense on the U.S. term loan and a $2 million increase in interest expense on the European term loan under our Credit Agreement. A 100 basis point decrease in interest rates would result in a $33 million decrease in interest expense on the U.S. term loan and would have no impact on interest expense for the European term loan due to the EURIBOR floor under our Credit Agreement.

The underlying rate for our 2017 Securitization Facility is the one-month LIBOR. As of June 30, 2018, the applicable one-month LIBOR was 2.08%. Based on our outstanding debt commitments under our 2017 Securitization Facility as of June 30, 2018, a one-year timeframe and all other variables remaining constant, a 100 basis point increase (decrease) in the underlying interest rates would result in a $4 million increase (decrease) in interest expense.

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. We are also exposed to foreign currency exchange risk on certain intercompany borrowings between certain of our entities with different functional currencies.

In accordance with our treasury policy, we take advantage of natural offsets to the extent possible. On a limited basis, we use contracts to hedge residual foreign currency exchange risk arising from receipts and payments denominated in foreign currencies. We generally do not hedge our exposure to translation gains or losses in respect of our non-U.S. dollar functional currency assets or liabilities. 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, 2018.

26



Type
 
Contract type
 
Currency
 
Contracted volume
 
Counter-currency
 
Contracted conversion range
 
Contracted date of maturity
Currency forwards
 
Sell
 
Canadian dollars
 
2,600,000

 
$
 
1.2615 - 1.3119
 
Jul 2018

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, 2018, the estimated fair values of the outstanding foreign currency exchange derivative contracts were a net asset of less than $1 million. During the six month period ended June 30, 2018, we recognized a less than $1 million unrealized gain and a less than $1 million realized gain in net other income (expenses) in the profit or loss component of the statement of comprehensive income related to foreign currency exchange derivatives.

A 10% upward (downward) movement in the price curve used to value the foreign currency derivative contracts, applied as of June 30, 2018, would have resulted in an increase (decrease) of less than $1 million in unrealized gains recognized in the statement of comprehensive income assuming all other variables remain constant.

Commodity Risk

We are exposed to commodity and other price risk principally from the purchase of resin (and its components), natural gas, electricity, aluminum and diesel. 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 reduce our exposure to commodity price fluctuations. These derivatives are implemented to either (a) mitigate the impact of the lag in timing between when raw material costs change and when we can pass on these raw material costs changes to our customers or (b) fix our input costs for a period of time. The following table provides the details of our outstanding commodity derivative contracts as of June 30, 2018.
Type
 
Unit of measure
 
Contracted volume
 
Contracted price range
 
Contracted date of maturity
Aluminum swaps
 
metric tonne
 
35,301
 
$1,563 - $2,500
 
Jul 2018 - Mar 2019
Aluminum Midwest Premium swaps
 
pound
 
1,172,000
 
$0.10 - $0.10
 
Jul 2018 - Dec 2018
Natural gas swaps
 
million BTU
 
3,285,418
 
$2.64 - $3.17
 
Aug 2018 - Sep 2019
Polymer-grade propylene swaps
 
pound
 
6,701,696
 
$0.47 - $0.60
 
Jul 2018 - Oct 2018
Benzene swaps
 
U.S. liquid gallon
 
11,487,849
 
$2.93 - $ 3.28
 
Aug 2018 - Mar 2019
Diesel swaps
 
U.S. liquid gallon
 
3,571,380
 
$2.67 - $3.24
 
Jul 2018 - Jun 2019
Low-density polyethylene swaps
 
pound
 
36,000,000
 
$0.85 - $0.89
 
Jul 2018 - Jun 2019
Ethylene
 
pound
 
7,022,502
 
$0.29 - $0.29
 
Jul 2018 - Apr 2019

The fair values of the commodity 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, 2018, the estimated fair values of the outstanding commodity derivative contracts were a net liability of $1 million. During the six month period ended June 30, 2018, we recognized a $6 million unrealized loss in net other income (expenses) in the profit or loss component of the statement of comprehensive income and a $4 million realized gain as a component of cost of sales in the statement of comprehensive income related to commodity derivatives.

A 10% upward (downward) movement in the price curve used to value the commodity derivative contracts, applied as of June 30, 2018, would have resulted in an increase (decrease) of less than $1 million in unrealized losses recognized in the statement of comprehensive income assuming all other variables remain constant.

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, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. 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, 2018.

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, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


27



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.
Not applicable.

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.


28



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
 
July 31, 2018

29



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:
 
(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/ ALLEN HUGLI
 
Allen Hugli
 
Chief Financial Officer
 
July 31, 2018


30




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, 2018 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
 
July 31, 2018

31




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, 2018 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
 
July 31, 2018



32










Reynolds Group Holdings Limited

Interim unaudited condensed consolidated financial statements
for the three and six month periods ended
June 30, 2018 and 2017






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, 2018 and 2017
 
 
 
Interim unaudited condensed consolidated statements of comprehensive income
 
 
Interim unaudited condensed consolidated statements of financial position
 
 
Interim unaudited condensed consolidated statements of changes in equity
 
 
Interim unaudited condensed consolidated statements of cash flows
 
 
Notes to the interim unaudited condensed consolidated financial statements


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
 
2018
 
2017
 
2018
 
2017
Revenue
 
 
 
2,739

 
2,692

 
5,240

 
5,143

Cost of sales
 
 
 
(2,183
)
 
(2,105
)
 
(4,238
)
 
(4,030
)
Gross profit
 
 
 
556

 
587

 
1,002

 
1,113

Selling, marketing and distribution expenses
 
 
 
(67
)
 
(69
)
 
(133
)
 
(136
)
General and administration expenses
 
 
 
(181
)
 
(185
)
 
(363
)
 
(369
)
Net other income (expenses)
 
6
 
(23
)
 
(13
)
 
(28
)
 
(37
)
Profit from operating activities
 
 
 
285

 
320

 
478

 
571

Financial income
 
7
 
42

 
141

 
29

 
148

Financial expenses
 
7
 
(250
)
 
(185
)
 
(456
)
 
(422
)
Net financial income (expenses)
 
 
 
(208
)
 
(44
)
 
(427
)
 
(274
)
Profit (loss) from continuing operations before income tax
 
 
 
77

 
276

 
51

 
297

Income tax (expense) benefit
 
8
 
(21
)
 
(111
)
 
(19
)
 
(91
)
Profit (loss) from continuing operations
 
 
 
56

 
165

 
32

 
206

Profit (loss) from discontinued operations, net of income tax
 

 

 
1

 

 
1

Profit (loss) for the period
 
 
 
56

 
166

 
32

 
207

Other comprehensive income (loss), net of income tax
 
 
 
 
 
 
 
 
 
 
Items that may be reclassified into profit (loss)
 
 
 
 
 
 
 
 
 
 
Exchange differences on translating foreign operations
 
 
 
(86
)
 
52

 
(45
)
 
88

Reclassification from foreign currency translation reserve
 
 
 
9

 

 
20

 
14

Items that will not be reclassified into profit (loss)
 
 
 
 
 
 
 
 
 
 
Remeasurement of defined benefit plans
 
 
 
156

 
(34
)
 
212

 
5

Total other comprehensive income (loss), net of income tax
 
 
 
79

 
18

 
187

 
107

Total comprehensive income (loss)
 
 
 
135

 
184

 
219

 
314

Profit (loss) attributable to:
 
 
 
 
 
 
 
 
 
 
Equity holder of the Group - continuing operations
 
 
 
55

 
164

 
31

 
205

Equity holder of the Group - discontinued operations
 
 
 

 
1

 

 
1

Non-controlling interests
 
 
 
1

 
1

 
1

 
1

 
 
 
 
56

 
166

 
32

 
207

Total comprehensive income (loss) attributable to:
 
 
 
 
 
 
 
 
 
 
Equity holder of the Group - continuing operations
 
 
 
134

 
182

 
218

 
312

Equity holder of the Group - discontinued operations
 
 
 

 
1

 

 
1

Non-controlling interests
 
 
 
1

 
1

 
1

 
1

 
 
 
 
135

 
184

 
219

 
314





















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, 2018
 
As of December 31, 2017
Assets
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
438

 
617

Trade and other receivables, net
 
 
 
1,263

 
1,136

Inventories
 
10
 
1,426

 
1,370

Current tax assets
 
 
 
13

 
14

Assets held for sale
 
 
 
2

 
144

Derivatives
 
 
 
14

 
11

Other assets
 

 
99

 
40

Total current assets
 
 
 
3,255

 
3,332

Related party and other non-current receivables
 
 
 
338

 
352

Investments in associates and joint ventures
 
 
 
24

 
24

Deferred tax assets
 
 
 
28

 
32

Property, plant and equipment
 
 
 
2,970

 
2,923

Intangible assets
 
 
 
9,528

 
9,659

Derivatives
 
 
 
128

 
281

Other assets
 

 
79

 
79

Total non-current assets
 
 
 
13,095

 
13,350

Total assets
 
 
 
16,350

 
16,682

Liabilities
 
 
 
 
 
 
Trade and other payables
 
 
 
1,252

 
1,116

Liabilities directly associated with assets held for sale
 
 
 

 
34

Borrowings
 
11
 
455

 
470

Current tax liabilities
 
 
 
46

 
44

Derivatives
 
 
 
4

 
2

Employee benefits
 
 
 
164

 
213

Provisions
 
 
 
35

 
39

Total current liabilities
 
 
 
1,956

 
1,918

Non-current payables
 
 
 
46

 
45

Borrowings
 
11
 
10,598

 
10,919

Deferred tax liabilities
 
 
 
1,024

 
1,014

Employee benefits
 
 
 
765

 
1,045

Provisions
 
 
 
91

 
89

Total non-current liabilities
 
 
 
12,524

 
13,112

Total liabilities
 
 
 
14,480

 
15,030

Net assets
 
 
 
1,870

 
1,652

Equity
 
 
 
 
 
 
Share capital
 
 
 
1,664

 
1,664

Reserves
 
 
 
(1,530
)
 
(1,728
)
Retained profits
 
 
 
1,726

 
1,706

Equity attributable to equity holder of the Group
 
 
 
1,860

 
1,642

Non-controlling interests
 
 
 
10

 
10

Total equity
 
 
 
1,870

 
1,652









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

(In $ million)
 
Share capital
 
Translation of foreign operations
 
Other reserves(1)
 
Retained profits
 
Equity attributable to equity holder of the Group
 
Non-controlling interests
 
Total
Balance at the beginning of the period (January 1, 2017)
 
1,664

 
(505
)
 
(1,483
)
 
1,272

 
948

 
9

 
957

Total comprehensive income (loss) for the period:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) after income tax
 

 

 

 
206

 
206

 
1

 
207

Remeasurement of defined benefit plans, net of income tax
 

 

 
5

 

 
5

 

 
5

Foreign currency translation reserve
 

 
88

 

 

 
88

 

 
88

Reclassification of foreign currency translation reserve upon disposal of businesses
 

 
14

 

 

 
14

 

 
14

Total comprehensive income (loss) for the period
 

 
102

 
5

 
206

 
313

 
1

 
314

Change upon sale of business
 

 

 
3

 
(3
)
 

 

 

Dividends paid to non-controlling interests
 

 

 

 

 

 
(1
)
 
(1
)
Balance as of June 30, 2017
 
1,664

 
(403
)
 
(1,475
)
 
1,475

 
1,261

 
9

 
1,270

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at the beginning of the period (January 1, 2018)
 
1,664

 
(402
)
 
(1,326
)
 
1,706

 
1,642

 
10

 
1,652

Total comprehensive income (loss) for the period:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) after income tax
 

 

 

 
31

 
31

 
1

 
32

Remeasurement of defined benefit plans, net of income tax
 

 

 
212

 

 
212

 

 
212

Foreign currency translation reserve
 

 
(45
)
 

 

 
(45
)
 

 
(45
)
Reclassification of foreign currency translation reserve upon disposal of businesses
 

 
20

 

 

 
20

 

 
20

Total comprehensive income (loss) for the period
 

 
(25
)
 
212

 
31

 
218

 
1

 
219

Change upon sale of business
 

 

 
11

 
(11
)
 

 

 

Dividends paid to non-controlling interests
 

 

 

 

 

 
(1
)
 
(1
)
Balance as of June 30, 2018
 
1,664

 
(427
)
 
(1,103
)
 
1,726

 
1,860

 
10

 
1,870


(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 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)
 
2018
 
2017
Cash flows from (used in) operating activities
 
 
 
 
Profit (loss)
 
32

 
207

Adjustments for:
 
 
 
 
Depreciation and amortization
 
332

 
334

Asset impairment charges, net of reversals
 
14

 
3

Foreign currency adjustments
 
1

 
(1
)
Change in fair value of derivatives
 
6

 
11

(Gain) loss on sale or disposal of businesses and non-current assets
 
(5
)
 
13

Share of profit of associates and joint ventures, net of income tax
 
(1
)
 
(1
)
Net financial (income) expenses
 
427

 
274

Premium on extinguishment of borrowings
 
(3
)
 
(9
)
Interest paid
 
(310
)
 
(337
)
Income tax expense (benefit)
 
19

 
91

Income taxes paid, net of refunds received
 
(68
)
 
(94
)
Change in trade and other receivables
 
(128
)
 
(140
)
Change in inventories
 
(97
)
 
(119
)
Change in trade and other payables
 
135

 
47

Change in provisions and employee benefits
 
(33
)
 
(56
)
Change in other assets and liabilities
 
(21
)
 
(26
)
Net cash from (used in) operating activities
 
300

 
197

Cash flows from (used in) investing activities
 
 
 
 
Acquisition of property, plant and equipment and intangible assets
 
(277
)
 
(187
)
Disposal of businesses, net of cash disposed
 
113

 
7

Other
 
4

 
2

Net cash from (used in) investing activities
 
(160
)
 
(178
)
Cash flows from (used in) financing activities
 
 
 
 
Drawdown of borrowings
 

 
452

Repayment of borrowings
 
(334
)
 
(1,070
)
Payment of debt transaction costs
 

 
(10
)
Other
 
(3
)
 
(3
)
Net cash from (used in) financing activities
 
(337
)
 
(631
)
Net increase (decrease) in cash and cash equivalents
 
(197
)
 
(612
)
Cash and cash equivalents, net of bank overdrafts, at the beginning of the period
 
617

 
932

Cash and cash equivalents classified as assets held for sale at the beginning of the period
 
20

 
3

Effect of exchange rate fluctuations on cash and cash equivalents
 
(2
)
 
5

Cash and cash equivalents at the end of the period
 
438

 
328

Cash and cash equivalents are comprised of:
 
 
 
 
Cash and cash equivalents
 
438

 
328

Cash and cash equivalents at the end of the period
 
438

 
328


Significant non-cash financing and investing activities

In February 2017, the Group refinanced its Credit Agreement as discussed further in note 11. The refinancing resulted in no actual cash flows other than the payment of fees, which is included above in financing cash flows as a payment of debt transaction costs. The principal amount outstanding at the time of the refinancing was $3,583 million.





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, 2018


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, 2018 and for the three and six month periods ended June 30, 2018 and June 30, 2017 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 International Accounting Standard (“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, 2017. The December 31, 2017 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, 2017, but does not include all of the disclosures required by International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The interim unaudited condensed consolidated financial statements were approved by the Board of Directors (the “Directors”) on July 31, 2018 in Chicago, Illinois (August 1, 2018 in Auckland, New Zealand).

2.2    Accounting policies and recently issued accounting pronouncements

New and amended standards adopted by the Group

IFRS 9 “Financial Instruments” and IFRS 15 “Revenue from Contracts with Customers” became applicable for the Group during the current reporting period. The Group did not make any retrospective adjustments as a result of adopting either of these standards. The impact of the adoption of IFRS 15, including the new accounting policies, is disclosed below. IFRS 9 did not have a significant impact on the Group’s accounting policies.

Accounting policies

The Group’s significant accounting policies are detailed in note 3 of the Group’s annual consolidated financial statements for the year ended December 31, 2017. Significant changes to the Group’s accounting policies as a result of adopting IFRS 15 are discussed below.

In May 2014, the IASB issued IFRS 15 “Revenue from Contracts with Customers.” IFRS 15 contains a revised revenue recognition framework which provides companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of IFRS 15 is that an entity should recognize revenue to depict the transfer of promised products or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those products or services. In accordance with the transition provisions in IFRS 15, the Group has elected to adopt the new rules using the modified retrospective method, in which case the cumulative effect of applying the standard is to be recognized at the date of initial application. Accordingly, the cumulative effect was recognized as of January 1, 2018. The Group elected to apply this method to all contracts that were not completed at the date of initial application. The adoption resulted in changes in accounting policies and immaterial adjustments to the amounts recognized in the financial statements, including the cumulative impact to retained earnings at January 1, 2018 as well as the results for the three and six month periods ended June 30, 2018.

The Group manufactures and sells a range of consumer food, beverage and food service packaging products. The Group enters into a variety of arrangements with customers, including pricing arrangements and master supply arrangements, which outline the terms under which the Group does business with a specific customer. The Group also sells to some customers solely based on purchase orders. The Group has concluded that for the vast majority of its revenue, its contracts with customers are either a purchase order or the combination of a purchase order with a master supply arrangement.

Revenue is recognized for these arrangements over time or at a point in time depending on the Group’s evaluation of when the customer obtains control of the promised products or services. Revenue from customer products which have no alternative use, for which an enforceable right to payment exists, is recognized over time due to the continuous transfer of control to the customer. This continuous transfer of control to the customer is supported by clauses in the contract that allow the customer to unilaterally terminate the contract for convenience or by contractual termination clauses, and requires that the customer pay the Group for costs incurred plus a reasonable profit. Therefore, the Group will recognize revenue earlier for these arrangements, such that a portion of revenue will be recognized prior to the delivery of these products. All other revenue is recognized at a point in time, which is typically on delivery. All revenue is recognized net of any related rebates, discounts and tax. Refer to note 4 for additional information on disaggregated revenue.

The nature of the Group’s contracts gives rise to several types of variable consideration. The recognition of revenue is dependent on the terms of the individual arrangements of a sale. In arriving at net revenue, the Group estimates the amount of deductions from revenue that are likely to be earned or taken by customers in conjunction with incentive programs or the amount of consumer incentives to be utilized. These incentives include volume rebates and early payment discounts. In addition, in certain businesses, the Group participates in customer pricing programs that provide price discounts to the ultimate end-users of the Group’s products in the form of redeemable coupons. The Group’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of anticipated performance and all information reasonably available to the Group, including historical and current market trends which are affected by seasonality

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, 2018

and competitiveness of promotional programs being offered. Accumulated experience is used to estimate and provide for the expected value of these discounts. The Group includes estimated amounts in the transaction price to the extent it is highly probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates are reviewed quarterly for possible revisions. In the event that future revenue deduction trends vary significantly from past or expected trends, reported revenue may increase or decrease by a material amount.
For arrangements that include multiple performance obligations, the Group allocates revenue to each performance obligation based on estimates of the price that would be charged to the customer for each promised product or service if it were sold on a standalone basis. The durations for these arrangements are short-term, not exceeding one year. The Group has elected to apply the practical expedients not to disclose additional information about its remaining performance obligations.

The Group does not have any material contracts where the period between the transfer of the promised products to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.

The Group does not incur any significant costs to obtain a contract.

Standards and amendments to existing standards that are not yet effective and have not been early adopted by the Group

In June 2017, the IASB issued IFRIC Interpretation 23, “Uncertainty over Income Tax Treatments.” IFRIC 23 is to be applied while performing the determination of taxable profit or loss, tax bases, unused tax losses, unused tax credits and tax rates when there is uncertainty over income tax treatments. According to IFRIC 23, companies need to determine the probability of the relevant tax authority accepting each tax treatment, or group of tax treatments, that the companies have used or plan to use in their income tax filing which has to be considered to compute the most likely amount or the expected value of the tax treatment when determining taxable profit or loss, tax bases, unused tax losses, unused tax credits and tax rates. The interpretation is effective for annual periods beginning on or after January 1, 2019, although early adoption is permitted. The adoption of this interpretation is not expected to have a material impact on the Group's consolidated financial statements.

In January 2016, the IASB issued IFRS 16 “Leases.” The new standard supersedes IAS 17 "Leases" and related interpretations, and its objective is to ensure that lessees and lessors provide relevant information in a manner that faithfully represents those transactions. IFRS 16 introduces a single lessee accounting model whereby a lessee is required to record a right-of-use asset and a lease liability for all leases with a term that is greater than 12 months, unless the underlying asset is of low value, and the subsequent depreciation of the right-of-use asset over the lease term. In addition, IFRS 16 replaces a portion of the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities. As IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17, a lessor will continue to classify its leases as operating leases or finance leases and to account for those two types of leases differently. IFRS 16 is effective from January 1, 2019. The Group is continuing to prepare for the adoption and implementation of the new accounting standard, including assessing its lease arrangements, evaluating practical expedients and accounting policy elections and evaluating software needed to meet the reporting requirements of this standard. The Group has established a cross-functional implementation team to assist in identifying changes to its business processes and controls to support the adoption of IFRS 16. The Group is still assessing the potential impact of this new accounting standard on its consolidated financial statements.

In February 2018, the IASB issued an amendment to IAS 19, “Employee Benefits.” This amendment requires an entity to: (i) use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement; and (ii) recognize in profit or loss as part of past service costs, or a gain or loss on settlement, any reduction in a surplus, even if that surplus was not previously recognized because of the impact of the asset ceiling. The amendment is applied prospectively to plan amendments, settlements or curtailments that occur after the beginning of the first annual reporting period beginning on or after January 1, 2019. The Group is currently assessing the impact of adopting this amendment.

There have been no other 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, 2017.

2.3    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, 2017.

In connection with the goodwill impairment test for the year ended December 31, 2017, the Group determined that Graham Packaging’s goodwill was not impaired, but the value of the segment exceeded its carrying amount of $3.4 billion by approximately 4%. A change of approximately 2% in the forecasted EBITDA, forecasted cash flows, discount rate or estimated earnings multiple for Graham Packaging could result in a goodwill impairment. No triggering events that would require further testing of goodwill impairment were identified during the six month period ended June 30, 2018.

3.    Financial risk management

3.1     Liquidity risk

The Group’s contractual cash flows related to borrowings, including interest, as of June 30, 2018 are as follows:

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, 2018

(In $ million)
 
Borrowings, including interest
 
Less than one year
 
One to three years
 
Three to five years
 
Greater than five years
As of June 30, 2018*
 
13,652

 
1,056

 
4,654

 
4,809

 
3,133

 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2017*
 
14,248

 
1,064

 
4,394

 
2,172

 
6,618


*
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, 2018 and December 31, 2017.

Trade and other payables, excluding accrued interest, that are due in less than one year were $1,101 million and $984 million as of June 30, 2018 and December 31, 2017, 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 within 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, 2018 and December 31, 2017 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, 2018. 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.


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, 2018

4.    Segment reporting

The Group’s reportable business segments are as follows:

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

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 plastic egg cartons, meat and poultry trays, absorbent tray pads, plastic film and aluminum containers.

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

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 and aluminum 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.

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 or benefit, net financial income or 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 not distributed in cash.

Segment assets and liabilities exclude intercompany 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.


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, 2018

Business segment reporting

 
 
For the three month period ended June 30, 2018
(In $ million)
 
Reynolds Consumer Products
 
Pactiv Foodservice
 
Graham Packaging
 
Evergreen
 
Closures
 
Corporate / Unallocated
 
Total
Total external revenue
 
755

 
844

 
541

 
374

 
225

 

 
2,739

Total inter-segment revenue
 
42

 
135

 

 
22

 
10

 
(209
)
 

Total segment revenue
 
797

 
979

 
541

 
396

 
235

 
(209
)
 
2,739

Gross profit
 
207

 
166

 
75

 
64

 
44

 

 
556

Expenses and other income
 
(71
)
 
(86
)
 
(43
)
 
(16
)
 
(21
)
 
(34
)
 
(271
)
Earnings before interest and tax (“EBIT”) from continuing operations
 
136

 
80

 
32

 
48

 
23

 
(34
)
 
285

Financial income
 
 
 
 
 
 
 
 
 
 
 
 
 
42

Financial expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
(250
)
Profit (loss) from continuing operations before income tax
 
 
 
 
 
 
 
 
 
 
 
 
 
77

Income tax (expense) benefit
 
 
 
 
 
 
 
 
 
 
 
 
 
(21
)
Profit (loss) from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
56

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings before interest and tax (“EBIT”) from continuing operations
 
136

 
80

 
32

 
48

 
23

 
(34
)
 
285

Depreciation and amortization from continuing operations
 
21

 
49

 
65

 
15

 
12

 

 
162

Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations
 
157

 
129

 
97

 
63

 
35

 
(34
)
 
447

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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, 2018


 
 
For the three month period ended June 30, 2018
(In $ million)
 
Reynolds Consumer Products
 
Pactiv Foodservice
 
Graham Packaging
 
Evergreen
 
Closures
 
Corporate / Unallocated
 
Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations
 
157

 
129

 
97

 
63

 
35

 
(34
)
 
447

Included in EBITDA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset impairment charges, net of reversals
 

 
4

 
3

 

 
2

 

 
9

(Gain) loss on sale of businesses and non-current assets
 

 
15

 
(4
)
 

 
(2
)
 

 
9

Non-cash pension expense
 

 

 

 

 

 
14

 
14

Related party management fee
 

 

 

 

 

 
7

 
7

Unrealized (gain) loss on derivatives
 
(1
)
 
(4
)
 

 
(1
)
 

 

 
(6
)
Other
 

 
5

 
(1
)
 

 
(1
)
 
2

 
5

Adjusted EBITDA from continuing operations
 
156

 
149

 
95

 
62

 
34

 
(11
)
 
485

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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, 2018


 
 
For the six month period ended June 30, 2018
(In $ million)
 
Reynolds Consumer Products
 
Pactiv Foodservice
 
Graham Packaging
 
Evergreen
 
Closures
 
Corporate / Unallocated
 
Total
Total external revenue
 
1,379

 
1,608

 
1,078

 
743

 
432

 

 
5,240

Total inter-segment revenue
 
82

 
264

 

 
48

 
19

 
(413
)
 

Total segment revenue
 
1,461

 
1,872

 
1,078

 
791

 
451

 
(413
)
 
5,240

Gross profit
 
362

 
300

 
150

 
111

 
79

 

 
1,002

Expenses and other income
 
(148
)
 
(167
)
 
(97
)
 
(33
)
 
(12
)
 
(67
)
 
(524
)
Earnings before interest and tax (“EBIT”) from continuing operations
 
214

 
133

 
53

 
78

 
67

 
(67
)
 
478

Financial income
 
 
 
 
 
 
 
 
 
 
 
 
 
29

Financial expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
(456
)
Profit (loss) from continuing operations before income tax
 
 
 
 
 
 
 
 
 
 
 
 
 
51

Income tax (expense) benefit
 
 
 
 
 
 
 
 
 
 
 
 
 
(19
)
Profit (loss) from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
32

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings before interest and tax (“EBIT”) from continuing operations
 
214

 
133

 
53

 
78

 
67

 
(67
)
 
478

Depreciation and amortization from continuing operations
 
43

 
105

 
128

 
30

 
26

 

 
332

Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations
 
257

 
238

 
181

 
108

 
93

 
(67
)
 
810


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, 2018


 
 
For the six month period ended June 30, 2018
(In $ million)
 
Reynolds Consumer Products
 
Pactiv Foodservice
 
Graham Packaging
 
Evergreen
 
Closures
 
Corporate / Unallocated
 
Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations
 
257

 
238

 
181

 
108

 
93

 
(67
)
 
810

Included in EBITDA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset impairment charges, net of reversals
 

 
5

 
5

 

 
4

 

 
14

(Gain) loss on sale of businesses and non-current assets
 

 
23

 
3

 

 
(32
)
 

 
(6
)
Non-cash pension expense
 

 

 

 

 

 
27

 
27

Operational process engineering-related consultancy costs
 

 
7

 

 

 

 

 
7

Related party management fee
 

 

 

 

 

 
13

 
13

Restructuring costs, net of reversals
 

 
2

 
4

 

 
1

 

 
7

Unrealized (gain) loss on derivatives
 
7

 

 

 
(1
)
 

 

 
6

Other
 

 
1

 
(1
)
 
(3
)
 
(1
)
 
3

 
(1
)
Adjusted EBITDA from continuing operations
 
264

 
276

 
192

 
104

 
65

 
(24
)
 
877

Segment assets as of June 30, 2018 (excluding intercompany balances)
 
4,216

 
4,794

 
4,334

 
1,154

 
1,049

 
803

 
16,350

Segment liabilities as of June 30, 2018 (excluding intercompany balances)
 
628

 
949

 
814

 
379

 
260

 
11,450

 
14,480




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, 2018


 
 
For the three month period ended June 30, 2017
(In $ million)
 
Reynolds Consumer Products
 
Pactiv Foodservice
 
Graham Packaging
 
Evergreen
 
Closures
 
Corporate / Unallocated
 
Total
Total external revenue
 
711

 
834

 
558

 
347

 
242

 

 
2,692

Total inter-segment revenue
 
38

 
125

 

 
31

 
4

 
(198
)
 

Total segment revenue
 
749

 
959

 
558

 
378

 
246

 
(198
)
 
2,692

Gross profit
 
208

 
178

 
89

 
68

 
44

 

 
587

Expenses and other income
 
(76
)
 
(65
)
 
(48
)
 
(20
)
 
(23
)
 
(35
)
 
(267
)
Earnings before interest and tax (“EBIT”) from continuing operations
 
132

 
113

 
41

 
48

 
21

 
(35
)
 
320

Financial income
 
 
 
 
 
 
 
 
 
 
 
 
 
141

Financial expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
(185
)
Profit (loss) from continuing operations before income tax
 
 
 
 
 
 
 
 
 
 
 
 
 
276

Income tax (expense) benefit
 
 
 
 
 
 
 
 
 
 
 
 
 
(111
)
Profit (loss) from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
165

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings before interest and tax (“EBIT”) from continuing operations
 
132

 
113

 
41

 
48

 
21

 
(35
)
 
320

Depreciation and amortization from continuing operations
 
21

 
52

 
66

 
15

 
15

 

 
169

Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations
 
153

 
165

 
107

 
63

 
36

 
(35
)
 
489

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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, 2018


 
 
For the three month period ended June 30, 2017
(In $ million)
 
Reynolds Consumer Products
 
Pactiv Foodservice
 
Graham Packaging
 
Evergreen
 
Closures
 
Corporate / Unallocated
 
Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations
 
153

 
165

 
107

 
63

 
36

 
(35
)
 
489

Included in EBITDA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-cash pension expense
 

 

 

 

 

 
17

 
17

Related party management fee
 

 

 

 

 

 
8

 
8

Restructuring costs, net of reversals
 

 
2

 

 
1

 
1

 

 
4

Unrealized (gain) loss on derivatives
 
7

 
1

 

 

 
(1
)
 

 
7

Other
 

 
(1
)
 
2

 

 
1

 
(2
)
 

Adjusted EBITDA from continuing operations
 
160

 
167

 
109

 
64

 
37

 
(12
)
 
525

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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, 2018


 
 
For the six month period ended June 30, 2017
(In $ million)
 
Reynolds Consumer Products
 
Pactiv Foodservice
 
Graham Packaging
 
Evergreen
 
Closures
 
Corporate / Unallocated
 
Total
Total external revenue
 
1,305

 
1,582

 
1,102

 
710

 
444

 

 
5,143

Total inter-segment revenue
 
75

 
248

 

 
57

 
8

 
(388
)
 

Total segment revenue
 
1,380

 
1,830

 
1,102

 
767

 
452

 
(388
)
 
5,143

Gross profit
 
386

 
339

 
170

 
138

 
80

 

 
1,113

Expenses and other income
 
(138
)
 
(150
)
 
(98
)
 
(42
)
 
(47
)
 
(67
)
 
(542
)
Earnings before interest and tax (“EBIT”) from continuing operations
 
248

 
189

 
72

 
96

 
33

 
(67
)
 
571

Financial income
 
 
 
 
 
 
 
 
 
 
 
 
 
148

Financial expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
(422
)
Profit (loss) from continuing operations before income tax
 
 
 
 
 
 
 
 
 
 
 
 
 
297

Income tax (expense) benefit
 
 
 
 
 
 
 
 
 
 
 
 
 
(91
)
Profit (loss) from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
206

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings before interest and tax (“EBIT”) from continuing operations
 
248

 
189

 
72

 
96

 
33

 
(67
)
 
571

Depreciation and amortization from continuing operations
 
43

 
103

 
128

 
29

 
31

 

 
334

Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations
 
291

 
292

 
200

 
125

 
64

 
(67
)
 
905


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, 2018


 
 
For the six month period ended June 30, 2017
(In $ million)
 
Reynolds Consumer Products
 
Pactiv Foodservice
 
Graham Packaging
 
Evergreen
 
Closures
 
Corporate / Unallocated
 
Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations
 
291

 
292

 
200

 
125

 
64

 
(67
)
 
905

Included in EBITDA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Gain) loss on sale of businesses and non-current assets
 

 
10

 
2

 

 
1

 

 
13

Non-cash pension expense
 

 

 

 

 

 
34

 
34

Related party management fee
 

 

 

 

 

 
14

 
14

Restructuring costs, net of reversals
 

 
6

 
2

 
1

 
3

 

 
12

Unrealized (gain) loss on derivatives
 
1

 
9

 

 
1

 

 

 
11

Other
 

 
2

 
2

 

 
1

 
(2
)
 
3

Adjusted EBITDA from continuing operations
 
292

 
319

 
206

 
127

 
69

 
(21
)
 
992

Segment assets as of December 31, 2017 (excluding intercompany balances)
 
4,122

 
4,743

 
4,430

 
1,163

 
1,147

 
1,077

 
16,682

Segment liabilities as of December 31, 2017 (excluding intercompany balances)
 
596

 
881

 
814

 
386

 
255

 
12,098

 
15,030




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, 2018

Information about geographic area

The Group's total revenue from customers from continuing operations by geographic origin is detailed below. In presenting information on a geographic basis, revenue has been reported based on the location of the business operations.
(In $ million)
 
United States
 
Remaining North American Region
 
Asia
 
Europe
 
South America
 
Other
 
Total
For the three month period ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Reynolds Consumer Products
 
777

 
20

 

 

 

 

 
797

Pactiv Foodservice
 
882

 
90

 
7

 

 

 

 
979

Graham Packaging
 
466

 
28

 
1

 
34

 
12

 

 
541

Evergreen
 
346

 
8

 
42

 

 

 

 
396

Closures
 
112

 
22

 
45

 
33

 
19

 
4

 
235

Corporate / Unallocated
 
(200
)
 
(9
)
 

 

 

 

 
(209
)
Total revenue
 
2,383

 
159

 
95

 
67

 
31

 
4

 
2,739

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the six month period ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Reynolds Consumer Products
 
1,423

 
37

 
1

 

 

 

 
1,461

Pactiv Foodservice
 
1,682

 
175

 
15

 

 

 

 
1,872

Graham Packaging
 
922

 
54

 
4

 
72

 
26

 

 
1,078

Evergreen
 
696

 
17

 
78

 

 

 

 
791

Closures
 
216

 
40

 
87

 
61

 
41

 
6

 
451

Corporate / Unallocated
 
(397
)
 
(16
)
 

 

 

 

 
(413
)
Total revenue
 
4,542

 
307

 
185

 
133

 
67

 
6

 
5,240

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the three month period ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Reynolds Consumer Products
 
720

 
28

 
1

 

 

 

 
749

Pactiv Foodservice
 
854

 
85

 
5

 
15

 

 

 
959

Graham Packaging
 
468

 
32

 
6

 
39

 
13

 

 
558

Evergreen
 
330

 
8

 
40

 

 

 

 
378

Closures
 
101

 
23

 
68

 
30

 
21

 
3

 
246

Corporate / Unallocated
 
(183
)
 
(13
)
 

 
(1
)
 
(1
)
 

 
(198
)
Total revenue
 
2,290

 
163

 
120

 
83

 
33

 
3

 
2,692

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the six month period ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Reynolds Consumer Products
 
1,334

 
45

 
1

 

 

 

 
1,380

Pactiv Foodservice
 
1,628

 
163

 
12

 
27

 

 

 
1,830

Graham Packaging
 
925

 
60

 
14

 
76

 
27

 

 
1,102

Evergreen
 
678

 
17

 
72

 

 

 

 
767

Closures
 
187

 
41

 
121

 
52

 
46

 
5

 
452

Corporate / Unallocated
 
(367
)
 
(19
)
 

 
(1
)
 
(1
)
 

 
(388
)
Total revenue
 
4,385

 
307

 
220

 
154

 
72

 
5

 
5,143


There was no revenue in New Zealand, where the Company is domiciled, for any period presented.


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, 2018

Information about major product lines

Supplemental information on net sales by major product line for continuing operations is set forth below:
 
 
For the three month period ended June 30,
 
For the six month period ended June 30,
(In $ million)
 
2018
 
2017
 
2018
 
2017
Reynolds Consumer Products
 
 
 
 
 
 
 
 
Waste and storage products
 
317

 
283

 
597

 
546

Cooking products
 
281

 
265

 
501

 
477

Tableware
 
199

 
201

 
363

 
357

Pactiv Foodservice
 
 
 
 
 
 
 
 
Foodservice packaging
 
979

 
959

 
1,872

 
1,830

Graham Packaging
 
 
 
 
 
 
 
 
Food and beverage plastic containers
 
372

 
386

 
743

 
765

Non-food plastic containers
 
169

 
172

 
335

 
337

Evergreen
 
 
 
 
 
 
 
 
Carton packaging
 
190

 
195

 
388

 
389

Liquid packaging board
 
115

 
107

 
221

 
221

Paper products
 
91

 
76

 
182

 
157

Closures
 
 
 
 
 
 
 
 
Caps and closures
 
235

 
246

 
451

 
452

Corporate / Unallocated
 
 
 
 
 
 
 
 
Inter-segment eliminations
 
(209
)
 
(198
)
 
(413
)
 
(388
)
Total revenue
 
2,739

 
2,692

 
5,240

 
5,143


5.    Seasonality

The Group’s business is impacted by seasonal fluctuations.

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 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 of bottled beverages during the summer months, most significantly in North America.

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 addition, 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 during the second and third quarters.


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, 2018

6.    Net other income (expenses)
 
 
For the three month period ended June 30,
 
For the six month period ended June 30,
(In $ million)
 
2018
 
2017
 
2018
 
2017
Asset impairment charges, net of reversals
 
(9
)
 
(2
)
 
(14
)
 
(3
)
Gain (loss) on sale of businesses
 
(9
)
 
1

 
6

 
(13
)
Related party management fee (refer to note 13)
 
(7
)
 
(8
)
 
(13
)
 
(14
)
Unrealized gain (loss) on derivatives
 
6

 
(7
)
 
(6
)
 
(11
)
Other
 
(4
)
 
3

 
(1
)
 
4

Net other income (expenses)
 
(23
)
 
(13
)
 
(28
)
 
(37
)


7.    Financial income and expenses
 
 
For the three month period ended June 30,
 
For the six month period ended June 30,
(In $ million)
 
2018
 
2017
 
2018
 
2017
Interest income
 

 

 
2

 
1

Interest income on related party loans
 
5

 
5

 
9

 
9

Net gain in fair value of derivatives
 

 
136

 

 
138

Net foreign currency exchange gain
 
37

 

 
18

 

Financial income
 
42

 
141

 
29

 
148

Interest expense:
 
 
 
 
 
 
 
 
Securitization Facility
 
(3
)
 
(3
)
 
(7
)
 
(6
)
Credit Agreement
 
(41
)
 
(36
)
 
(79
)
 
(71
)
Reynolds Notes:
 
 
 
 
 
 
 
 
5.750% Senior Secured Notes due 2020
 
(45
)
 
(46
)
 
(90
)
 
(93
)
6.875% Senior Secured Notes due 2021
 
(6
)
 
(11
)
 
(15
)
 
(22
)
Floating Rate Senior Secured Notes due 2021
 
(9
)
 
(9
)
 
(18
)
 
(17
)
5.125% Senior Secured Notes due 2023
 
(20
)
 
(20
)
 
(41
)
 
(41
)
8.250% Senior Notes due 2021
 

 

 

 
(4
)
7.000% Senior Notes due 2024
 
(14
)
 
(14
)
 
(28
)
 
(28
)
Pactiv Notes:
 
 
 
 
 
 
 
 
8.125% Debentures due 2017
 

 
(5
)
 

 
(11
)
6.400% Notes due 2018
 

 
(1
)
 

 
(1
)
7.950% Debentures due 2025
 
(5
)
 
(5
)
 
(11
)
 
(11
)
8.375% Debentures due 2027
 
(4
)
 
(4
)
 
(8
)
 
(8
)
Amortization of:
 
 
 
 
 
 
 
 
Transaction costs
 
(4
)
 
(4
)
 
(8
)
 
(9
)
Fair value adjustment of acquired notes
 

 

 

 
1

Embedded derivatives
 
1

 
1

 
3

 
3

Net loss in fair value of derivatives
 
(98
)
 

 
(148
)
 

Net foreign currency exchange loss
 

 
(27
)
 

 
(34
)
Loss on extinguishment of debt(a)(b)
 

 

 
(3
)
 
(65
)
Other
 
(2
)
 
(1
)
 
(3
)
 
(5
)
Financial expenses
 
(250
)
 
(185
)
 
(456
)
 
(422
)
Net financial income (expenses)
 
(208
)
 
(44
)
 
(427
)
 
(274
)

(a)
The 2018 loss on extinguishment of debt included $3 million of redemption premiums related to the repayment of $300 million aggregate principal amount of the outstanding 6.875% Senior Secured Notes due 2021.

(b)
The 2017 loss on extinguishment of debt included $56 million related to the write-off of unamortized transaction costs and embedded derivatives arising from the repurchase of the 8.250% Senior Notes, the Credit Agreement refinancing and the 2017 Securitization Facility refinancing as well as $9 million of redemption premiums related to the repurchase of the 8.250% Senior Notes.

Refer to note 11 for information on the Group’s borrowings.


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, 2018

8.    Income tax

8.1 Reconciliation of income tax expense
 
 
For the three month period ended June 30,
 
For the six month period ended June 30,
(In $ million)
 
2018
 
2017
 
2018
 
2017
Profit (loss) from continuing operations before income tax
 
77

 
276

 
51

 
297

Income tax using the New Zealand tax rate of 28%
 
(22
)
 
(77
)
 
(14
)
 
(83
)
Effect of tax rates in foreign jurisdictions
 
1

 
(24
)
 

 
(28
)
Non-deductible expenses and permanent differences
 
(17
)
 
(9
)
 
(12
)
 
(11
)
Domestic manufacturing deduction
 

 
4

 

 
6

Withholding tax
 
(1
)
 

 
(3
)
 
(4
)
Change in unrecognized deferred tax assets
 
8

 
(7
)
 
1

 
27

Legislative changes
 
11

 
1

 
12

 
1

Other
 
(1
)
 
1

 
(3
)
 
1

Total income tax (expense) benefit
 
(21
)
 
(111
)
 
(19
)
 
(91
)

The effective tax rates for the three and six month periods ended June 30, 2018 and 2017 represent the Group’s estimate of the effective rates expected to be applicable for the respective full fiscal years, adjusted for any discrete events which are recorded in the period that they occur.

The period-over-period changes in the effective tax rate reflect (i) the establishment in 2017 of a $35 million deferred tax asset for unused tax losses previously unrecognized, (ii) the impacts of legislative changes enacted in the United States, (iii) changes in the mix of book income and losses taxed at varying rates among the jurisdictions in which the Group operates and (iv) movements in unrecognized deferred tax assets. The deferred tax asset in respect of previously unrecognized tax losses resulted from a reassessment of recoverability. The primary impact from the U.S. tax legislative changes are the reduction in U.S. federal tax rate from 35% to 21% effective January 1, 2018 and U.S. state tax legislative changes enacted during the three month period ended June 30, 2018.

In addition to the above amounts, for the three and six month periods ended June 30, 2018, the Group has recognized tax expense of $57 million and $74 million, respectively, directly in other comprehensive income (three and six month periods ended June 30, 2017: tax benefit of $20 million and tax expense of $3 million, respectively).

8.2 Changes in U.S. federal tax legislation and provisionally determined amounts

As of December 31, 2017, the Group had provisionally determined that a deferred tax asset continued to exist in relation to carried forward interest deductions that were generated prior to the tax reform enacted in December 2017. Subsequently, the U.S. Internal Revenue Service has issued guidance confirming that it will allow taxpayers to carry forward into future years interest deductions disallowed under previous legislation, but the deductions will be subject to the new rules. This guidance also clarifies certain, but not all, components of the interest disallowance computation.
For the six month period ended June 30, 2018, there have been no changes in interpretations, guidance or assumptions that require an adjustment to the provisional tax estimates recognized in the prior year.

9.    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)
 
2018
 
2017
 
2018
 
2017
Cost of sales
 
100

 
103

 
206

 
203

General and administration expenses
 
3

 
2

 
5

 
4

Total depreciation expense
 
103

 
105

 
211

 
207



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, 2018

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)
 
2018
 
2017
 
2018
 
2017
Cost of sales
 
11

 
11

 
21

 
21

General and administration expenses
 
48

 
53

 
100

 
106

Total amortization expense
 
59

 
64

 
121

 
127


10.    Inventories
(In $ million)
 
As of June 30, 2018
 
As of December 31, 2017
Raw materials and consumables(a)
 
450

 
424

Work in progress(a)
 
141

 
145

Finished goods
 
750

 
717

Engineering and maintenance materials(a)
 
101

 
99

Provision against inventories
 
(16
)
 
(15
)
Total inventories
 
1,426

 
1,370


(a)
Amounts as of December 31, 2017 have been revised to correct immaterial classification errors.

During the three and six month periods ended June 30, 2018, the raw materials elements of inventories recognized in the statements of comprehensive income as a component of cost of sales totaled approximately $1.2 billion and $2.3 billion, respectively (three and six month periods ended June 30, 2017: $1.2 billion and $2.2 billion, respectively).


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, 2018

11.    Borrowings

As of June 30, 2018, the Group was in compliance with all of its covenants.
The Group’s borrowings are detailed below.
(In $ million)
 
As of June 30, 2018
 
As of December 31, 2017
2017 Securitization Facility
 
420

 
420

Credit Agreement
 
3,551

 
3,576

Reynolds Notes:
 
 
 
 
Reynolds Senior Secured Notes:
 
 
 
 
5.750% Senior Secured Notes due 2020
 
3,137

 
3,137

6.875% Senior Secured Notes due 2021
 
345

 
645

Floating Rate Senior Secured Notes due 2021
 
750

 
750

5.125% Senior Secured Notes due 2023
 
1,600

 
1,600

Reynolds Senior Notes:
 

 

7.000% Senior Notes due 2024
 
800

 
800

Pactiv Notes:
 
 
 
 
6.400% Notes due 2018
 

 
16

7.950% Debentures due 2025
 
276

 
276

8.375% Debentures due 2027
 
200

 
200

Other borrowings
 
20

 
20

Total principal amount of borrowings
 
11,099

 
11,440

Transaction costs
 
(67
)
 
(77
)
Embedded derivatives
 
27

 
32

Original issue discounts, net of premiums
 
(6
)
 
(6
)
Carrying value
 
11,053

 
11,389

 
 
 
 
 
Current borrowings
 
455

 
470

Non-current borrowings
 
10,598

 
10,919

Total borrowings
 
11,053

 
11,389


(a)        2017 Securitization Facility

In March 2017, the Group entered into a new $600 million securitization facility (the “2017 Securitization Facility”), of which $452 million was drawn on the closing date. The proceeds and cash were used to repay and extinguish all amounts outstanding under the previous securitization facility and pay transaction fees and expenses. The 2017 Securitization Facility matures on March 22, 2022. The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables. The 2017 Securitization Facility is secured by all of the assets of the borrower, which are primarily the eligible trade receivables and cash. The terms of the arrangement do not result in the derecognition of the trade receivables by the Group. The 2017 Securitization Facility has an interest rate equal to one-month LIBOR with a 0.0% floor, plus a margin of 1.75% per annum.

(b)        Credit Agreement

The Company and certain members of the Group are parties to a senior secured credit agreement dated August 5, 2016 (the “Credit Agreement”). The Credit Agreement comprises the following term and revolving tranches:

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, 2018

 
 
Currency
 
Maturity date
 
Current facility value
(in million)
 
Value drawn or utilized as of June 30, 2018
(in million)
 
Applicable interest rate as of June 30, 2018
Term Tranches
 
 
 
 
 
 
 
 
 
 
U.S. Term Loans
 
$
 
February 5, 2023
 
3,315

 
3,265

 
LIBOR (floor of 0.000%) + 2.750%
European Term Loans
 
 
February 5, 2023
 
249

 
246

 
EURIBOR (floor of 0.000%) + 3.250%
Revolving Tranche(1)
 
 
 
 
 
 
 
 
 
 
U.S. Revolving Loans
 
$
 
August 5, 2021
 
302

 
62

 

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

On February 7, 2017, the Group entered into an incremental assumption agreement and incurred $3,315 million and €249 million of term loans thereunder. The proceeds of these incremental term loans were used to repay in full the outstanding U.S. and European term loans under the Credit Agreement. This resulted in a 0.25% per annum reduction in the margin applicable to the outstanding U.S. and European term loans to 3.000% per annum and 3.500% per annum, respectively, in each case with a step down based on achieving certain ratings, and a reduction in the LIBOR floor of the U.S. term loans by 100 basis points to 0.000% per annum.

Refer to note 7 for the loss recognized on the extinguishment of borrowings as a result of the write-off of unamortized debt issuance costs.
On September 29, 2017, the interest rate margin applicable to the outstanding U.S. and European term loans was reduced by 0.25% per annum to 2.750% per annum and 3.250% per annum, respectively, due to certain upgrades in RGHL’s credit rating.

Indebtedness under the 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 principal amount of the term loans outstanding on February 7, 2017. The borrowers are required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% or 0% if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due in 2017 for the year ended December 31, 2016 or are due in 2018 for the year ended December 31, 2017.

(c)        Reynolds Notes

The maturity and interest payment dates of the Group’s outstanding borrowings as of June 30, 2018 issued by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (New Zealand) Limited (together, the “Reynolds Notes Issuers”) are summarized below:
 
 
Maturity date
 
Interest payment dates
5.750% Senior Secured Notes due 2020
 
October 15, 2020
 
April 15 and October 15
6.875% Senior Secured Notes due 2021
 
February 15, 2021
 
February 15 and August 15
Floating Rate Senior Secured Notes due 2021(1)
 
July 15, 2021
 
January 15, April 15, July 15 and October 15
5.125% Senior Secured Notes due 2023
 
July 15, 2023
 
January 15 and July 15
7.000% Senior Notes due 2024
 
July 15, 2024
 
January 15 and July 15

(1)
The Floating Rate Senior Secured Notes due 2021 have an interest rate equal to three-month U.S. LIBOR plus 3.500% reset quarterly. In July 2016, the Group entered into an interest rate swap agreement to mitigate the interest rate risk exposure of the Floating Rate Senior Secured Noted due 2021. While the Group has elected not to adopt hedge accounting, the economic effect of this derivative is that the effective interest rate on the Floating Rate Senior Secured Notes due 2021 is 4.670% from October 15, 2016.

On February 15, 2018, the Group repaid $300 million aggregate principal amount of the outstanding 6.875% Senior Secured Notes due 2021 at a redemption price of 101.146% plus accrued and unpaid interest.

On February 15, 2017, the Group redeemed all of the $345 million aggregate principal amount outstanding of 8.250% Senior Notes due 2021 at a redemption price of 102.750% plus accrued and unpaid interest.

Refer to note 7 for the loss recognized on the reduction in borrowings as a result of premiums incurred and the write-off of unamortized debt issuance costs.

Assets pledged as security for borrowings

The shares in Beverage Packaging Holdings I Limited (“BP I”) (a wholly-owned subsidiary of the Company) have been pledged as collateral to support the obligations under the Credit Agreement and the Reynolds Senior Secured Notes. In addition, RGHL and certain of its subsidiaries have pledged certain of their assets (including shares and equity interests) as collateral to support the obligations under the 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 in control provisions for the Reynolds Notes are unchanged from December 31, 2017.

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, 2018


The Floating Rate Senior Secured Notes due 2021, the 5.125% Senior Secured Notes due 2023 and the 7.000% Senior Notes due 2024 are not required to be and will not be registered with the U.S. Securities and Exchange Commission.

(d)    Pactiv Notes

The maturity and interest payment dates of the Group’s outstanding borrowings as of June 30, 2018 issued by Pactiv LLC are summarized below:
 
 
Maturity date
 
Semi-annual interest payment dates
7.950% Debentures due 2025
 
December 15, 2025
 
June 15 and December 15
8.375% Debentures due 2027
 
April 15, 2027
 
April 15 and October 15

On January 15, 2018, the Group repaid upon maturity all of the $16 million aggregate principal amount outstanding of the 6.400% Notes due 2018 plus accrued and unpaid interest.

On June 15, 2017, the Group repaid upon maturity all of the $300 million aggregate principal amount outstanding of 8.125% Debentures due 2017.

The guarantee arrangements, indenture restrictions and redemption terms for the Pactiv Notes are unchanged from December 31, 2017.

(e)    Other borrowings

As of June 30, 2018, in addition to the 2017 Securitization Facility, the Credit Agreement, the Reynolds 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, 2018, the Group had local working capital facilities in a number of jurisdictions which are secured by the collateral under the Credit Agreement and the Reynolds Senior Secured Notes and by certain other assets. The facilities secured by collateral under the Credit Agreement and the Reynolds Senior Secured Notes rank pari passu with the obligations under the Credit Agreement and the Reynolds Senior Secured Notes.

Other borrowings as of June 30, 2018 also included finance lease obligations of $19 million (December 31, 2017: $20 million).

12.    Related parties

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, 2018 are consistent with the information presented in note 21 of the Group’s annual consolidated financial statements for the year ended December 31, 2017.

13.    Contingencies

Management fee

The Group’s financing agreements permit the payment to related parties of management, consulting, monitoring and advisory fees (the “Management Fee”) of up to 1.5% of the Group’s Adjusted EBITDA (as defined in the financing agreements) for the previous year.

The Credit Agreement permits the Group to pay an additional Management Fee of up to $22 million in respect of the 2009 and 2010 financial years. No amount has been accrued in respect of the remaining 2009 and 2010 permitted Management Fee of up to $22 million.

Security and guarantee arrangements

Certain members of the Group have entered into guarantee and security arrangements in respect of the Group's indebtedness (refer to note 11 for additional information).

Other matters

The Group is party to litigation, legal proceedings and tax examinations arising from its operations. The Group establishes provisions for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on management's assessment of the facts and circumstances now known, management does not believe any of these matters, individually or in the aggregate, will have a material adverse effect on the Group's financial position, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on the Group's financial position, results of operations or cash flows in a particular future period. As of June 30, 2018, except for amounts provided, there were no legal proceedings pending other than those for which the Group has determined that the possibility of a material outflow is remote.

As part of the agreements for the sale of various businesses, the Group has provided certain warranties and indemnities to the respective purchasers as set out in the respective sale agreements. These warranties and indemnities are subject to various terms and conditions affecting the duration and total amount of the indemnities. As of June 30, 2018, the Group is not aware of any material claims under these agreements that

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, 2018

would give rise to an additional liability. However, if such claims arise in the future, they could have a material effect on the Group’s financial position, results of operations and cash flows.

14.    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 11).

The following condensed consolidating financial information presents:

(1)
The condensed consolidating statements of financial position as of June 30, 2018 and December 31, 2017 and the related statements of comprehensive income for the three and six month periods ended June 30, 2018 and 2017 and statements of cash flows for the six month periods ended June 30, 2018 and 2017 of:

a.
Reynolds Group Holdings Limited, the Parent;
b.
the Reynolds Notes Issuers (as defined in note 11);
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.

The condensed consolidating statements of comprehensive income for the three and six month periods ended June 30, 2018 and 2017, the condensed consolidating statements of cash flows for the six month periods ended June 30, 2018 and 2017, and the condensed consolidating statements of financial position as of June 30, 2018 and December 31, 2017 reflect the current guarantor structure of the Group.

Each guarantor subsidiary is 100% owned by the Parent. The 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 notes on a joint and several basis by each guarantor subsidiary. Provided below are condensed consolidating 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, 2017 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-26

Reynolds Group Holdings Limited
Notes to the interim unaudited condensed consolidated financial statements
For the three and six month periods ended June 30, 2018

Condensed consolidating statement of comprehensive income
 
 
For the three month period ended June 30, 2018
(In $ million)
 
Parent
 
Reynolds Notes Issuers
 
Other guarantor entities
 
Non-guarantor entities
 
Adjustments and eliminations
 
Consolidated
Revenue
 

 

 
2,482

 
311

 
(54
)
 
2,739

Cost of sales
 

 

 
(1,978
)
 
(259
)
 
54

 
(2,183
)
Gross profit
 

 

 
504

 
52

 

 
556

Net other income (expenses) and share of equity method earnings, net of income tax
 
55

 

 
(39
)
 
(16
)
 
(23
)
 
(23
)
Selling, marketing and distribution expenses
 

 

 
(62
)
 
(5
)
 

 
(67
)
General and administration expenses
 

 

 
(166
)
 
(15
)
 

 
(181
)
Profit (loss) from operating activities
 
55

 

 
237

 
16

 
(23
)
 
285

Financial income
 
4

 
125

 
48

 
14

 
(149
)
 
42

Financial expenses
 
(4
)
 
(195
)
 
(191
)
 
(9
)
 
149

 
(250
)
Net financial income (expenses)
 

 
(70
)
 
(143
)
 
5

 

 
(208
)
Profit (loss) from continuing operations before income tax
 
55

 
(70
)
 
94

 
21

 
(23
)
 
77

Income tax (expense) benefit
 

 
16

 
(29
)
 
(8
)
 

 
(21
)
Profit (loss) from continuing operations
 
55

 
(54
)
 
65

 
13

 
(23
)
 
56

Profit (loss) from discontinued operations, net of income tax
 

 

 

 

 

 

Profit (loss) for the period
 
55

 
(54
)
 
65

 
13

 
(23
)
 
56

Total other comprehensive income (loss) for the period, net of income tax
 
79

 

 
93

 
(46
)
 
(47
)
 
79

Total comprehensive income (loss) for the period
 
134

 
(54
)
 
158

 
(33
)
 
(70
)
 
135

 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) for the period attributable to:
 
 
 
 
 
 
 
 
 
 
 
 
Equity holder of the Group - continuing operations
 
55

 
(54
)
 
65

 
12

 
(23
)
 
55

Equity holder of the Group - discontinued operations
 

 

 

 

 

 

Non-controlling interests
 

 

 

 
1

 

 
1

 
 
55

 
(54
)
 
65

 
13

 
(23
)
 
56

 
 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income (loss) attributable to:
 
 
 
 
 
 
 
 
 
 
 
 
Equity holder of the Group - continuing operations
 
134

 
(54
)
 
158

 
(34
)
 
(70
)
 
134

Equity holder of the Group - discontinued operations
 

 

 

 

 

 

Non-controlling interests
 

 

 

 
1

 

 
1

 
 
134

 
(54
)
 
158

 
(33
)
 
(70
)
 
135

 
 
 
 
 
 
 
 
 
 
 
 
 

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, 2018

Condensed consolidating statement of comprehensive income
 
 
For the six month period ended June 30, 2018
(In $ million)
 
Parent
 
Reynolds Notes Issuers
 
Other guarantor entities
 
Non-guarantor entities
 
Adjustments and eliminations
 
Consolidated
Revenue
 

 

 
4,729

 
615

 
(104
)
 
5,240

Cost of sales
 

 

 
(3,824
)
 
(518
)
 
104

 
(4,238
)
Gross profit
 

 

 
905

 
97

 

 
1,002

Net other income (expenses) and share of equity method earnings, net of income tax
 
27

 

 
(45
)
 
(20
)
 
10

 
(28
)
Selling, marketing and distribution expenses
 

 

 
(121
)
 
(12
)
 

 
(133
)
General and administration expenses
 

 

 
(333
)
 
(30
)
 

 
(363
)
Profit (loss) from operating activities
 
27

 

 
406

 
35

 
10

 
478

Financial income
 
9

 
253

 
44

 
25

 
(302
)
 
29

Financial expenses
 
(5
)
 
(349
)
 
(385
)
 
(19
)
 
302

 
(456
)
Net financial income (expenses)
 
4

 
(96
)
 
(341
)
 
6

 

 
(427
)
Profit (loss) from continuing operations before income tax
 
31

 
(96
)
 
65

 
41

 
10

 
51

Income tax (expense) benefit
 

 
22

 
(25
)
 
(16
)
 

 
(19
)
Profit (loss) from continuing operations
 
31

 
(74
)
 
40

 
25

 
10

 
32

Profit (loss) from discontinued operations, net of income tax
 

 

 

 

 

 

Profit (loss) for the period
 
31

 
(74
)
 
40

 
25

 
10

 
32

Total other comprehensive income (loss) for the period, net of income tax
 
187

 

 
197

 
(2
)
 
(195
)
 
187

Total comprehensive income (loss) for the period
 
218

 
(74
)
 
237

 
23

 
(185
)
 
219

 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) for the period attributable to:
 
 
 
 
 
 
 
 
 
 
 
 
Equity holder of the Group - continuing operations
 
31

 
(74
)
 
40

 
24

 
10

 
31

Equity holder of the Group - discontinued operations
 

 

 

 

 

 

Non-controlling interests
 

 

 

 
1

 

 
1

 
 
31

 
(74
)
 
40

 
25

 
10

 
32

 
 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income (loss) attributable to:
 
 
 
 
 
 
 
 
 
 
 
 
Equity holder of the Group - continuing operations
 
218

 
(74
)
 
237

 
22

 
(185
)
 
218

Equity holder of the Group - discontinued operations
 

 

 

 

 

 

Non-controlling interests
 

 

 

 
1

 

 
1

 
 
218

 
(74
)
 
237

 
23

 
(185
)
 
219


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, 2018

Condensed consolidating statement of financial position
 
 
Balance as of June 30, 2018
(In $ million)
 
Parent
 
Reynolds Notes Issuers
 
Other guarantor entities
 
Non-guarantor entities
 
Adjustments and eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 

 

 
296

 
142

 

 
438

Trade and other receivables, net
 
2

 

 
97

 
1,164

 

 
1,263

Inventories
 

 

 
1,284

 
142

 

 
1,426

Inter-group receivables
 

 
817

 
26

 
2

 
(845
)
 

Assets held for sale
 

 

 
2

 

 

 
2

Other assets
 

 
10

 
101

 
15

 

 
126

Total current assets
 
2

 
827

 
1,806

 
1,465

 
(845
)
 
3,255

Investments in subsidiaries
 
1,644

 

 
994

 

 
(2,638
)
 

Property, plant and equipment
 

 

 
2,667

 
303

 

 
2,970

Intangible assets
 

 

 
9,221

 
307

 

 
9,528

Inter-group receivables
 
10

 
6,413

 
1,738

 
213

 
(8,374
)
 

Other assets
 
322

 
130

 
104

 
41

 

 
597

Total non-current assets
 
1,976

 
6,543

 
14,724

 
864

 
(11,012
)
 
13,095

Total assets
 
1,978

 
7,370

 
16,530

 
2,329

 
(11,857
)
 
16,350

Liabilities
 

 

 

 

 

 

Trade and other payables
 
49

 
119

 
906

 
178

 

 
1,252

Borrowings
 

 

 
36

 
419

 

 
455

Inter-group payables
 

 
8

 
819

 
18

 
(845
)
 

Other liabilities
 
2

 

 
217

 
30

 

 
249

Total current liabilities
 
51

 
127

 
1,978

 
645

 
(845
)
 
1,956

Borrowings
 

 
6,600

 
3,998

 

 

 
10,598

Inter-group liabilities
 
67

 
490

 
7,085

 
732

 
(8,374
)
 

Other liabilities
 

 
33

 
1,825

 
68

 

 
1,926

Total non-current liabilities
 
67

 
7,123

 
12,908

 
800

 
(8,374
)
 
12,524

Total liabilities
 
118

 
7,250

 
14,886

 
1,445

 
(9,219
)
 
14,480

Net assets
 
1,860

 
120

 
1,644

 
884

 
(2,638
)
 
1,870

Equity
 

 

 

 

 

 

Equity attributable to equity holder of the Group
 
1,860

 
120

 
1,644

 
874

 
(2,638
)
 
1,860

Non-controlling interests
 

 

 

 
10

 

 
10

Total equity
 
1,860

 
120

 
1,644

 
884

 
(2,638
)
 
1,870


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, 2018

Condensed consolidating statement of cash flows
 
 
For the six month period ended June 30, 2018
(In $ million)
 
Parent
 
Reynolds Notes Issuers
 
Other guarantor entities
 
Non-guarantor entities
 
Adjustments and eliminations
 
Consolidated
Net cash from (used in) operating activities
 

 
(203
)
 
349

 
(4
)
 
158

 
300

 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from (used in) investing activities
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of property, plant and equipment and intangible assets
 

 

 
(259
)
 
(18
)
 

 
(277
)
Disposal of businesses, net of cash disposed
 

 

 
114

 
(1
)
 

 
113

Net related party (advances) repayments
 

 
358

 
(35
)
 
(48
)
 
(275
)
 

Related party interest received
 

 
145

 
13

 

 
(158
)
 

Other
 

 

 
3

 
1

 

 
4

Net cash from (used in) investing activities
 

 
503

 
(164
)
 
(66
)
 
(433
)
 
(160
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from (used in) financing activities
 
 
 
 
 
 
 
 
 
 
 
 
Repayment of borrowings
 

 
(300
)
 
(34
)
 

 

 
(334
)
Net related party borrowings (repayments)
 

 

 
(310
)
 
35

 
275

 

Other
 

 

 
(2
)
 
(1
)
 

 
(3
)
Net cash from (used in) financing activities
 

 
(300
)
 
(346
)
 
34

 
275

 
(337
)


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, 2018

Condensed consolidating statement of comprehensive income
 
 
For the three month period ended June 30, 2017
(In $ million)
 
Parent
 
Reynolds Notes Issuers
 
Other guarantor entities
 
Non-guarantor entities
 
Adjustments and eliminations
 
Consolidated
Revenue
 

 

 
2,393

 
351

 
(52
)
 
2,692

Cost of sales
 

 

 
(1,860
)
 
(297
)
 
52

 
(2,105
)
Gross profit
 

 

 
533

 
54

 

 
587

Net other income (expenses) and share of equity method earnings, net of income tax
 
159

 

 
119

 
(3
)
 
(288
)
 
(13
)
Selling, marketing and distribution expenses
 

 

 
(64
)
 
(5
)
 

 
(69
)
General and administration expenses
 

 

 
(168
)
 
(17
)
 

 
(185
)
Profit (loss) from operating activities
 
159

 

 
420

 
29

 
(288
)
 
320

Financial income
 
6

 
269

 
6

 
16

 
(156
)
 
141

Financial expenses
 

 
(104
)
 
(222
)
 
(15
)
 
156

 
(185
)
Net financial income (expenses)
 
6

 
165

 
(216
)
 
1

 

 
(44
)
Profit (loss) from continuing operations before income tax
 
165

 
165

 
204

 
30

 
(288
)
 
276

Income tax (expense) benefit
 
(1
)
 
(63
)
 
(41
)
 
(6
)
 

 
(111
)
Profit (loss) from continuing operations
 
164

 
102

 
163

 
24

 
(288
)
 
165

Profit (loss) from discontinued operations, net of income tax
 
1

 

 
1

 

 
(1
)
 
1

Profit (loss) for the period
 
165

 
102

 
164

 
24

 
(289
)
 
166

Total other comprehensive income (loss) for the period, net of income tax
 
18

 

 
7

 
30

 
(37
)
 
18

Total comprehensive income (loss) for the period
 
183

 
102

 
171

 
54

 
(326
)
 
184

 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) for the period attributable to:
 
 
 
 
 
 
 
 
 
 
 
 
Equity holder of the Group - continuing operations
 
164

 
102

 
163

 
23

 
(288
)
 
164

Equity holder of the Group - discontinued operations
 
1

 

 
1

 

 
(1
)
 
1

Non-controlling interests
 

 

 

 
1

 

 
1

 
 
165

 
102

 
164

 
24

 
(289
)
 
166

 
 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income (loss) attributable to:
 
 
 
 
 
 
 
 
 
 
 
 
Equity holder of the Group - continuing operations
 
182

 
102

 
170

 
53

 
(325
)
 
182

Equity holder of the Group - discontinued operations
 
1

 

 
1

 

 
(1
)
 
1

Non-controlling interests
 

 

 

 
1

 

 
1

 
 
183

 
102

 
171

 
54

 
(326
)
 
184

 
 
 
 
 
 
 
 
 
 
 
 
 

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, 2018

Condensed consolidating statement of comprehensive income
 
 
For the six month period ended June 30, 2017
(In $ million)
 
Parent
 
Reynolds Notes Issuers
 
Other guarantor entities
 
Non-guarantor entities
 
Adjustments and eliminations
 
Consolidated
Revenue
 

 

 
4,579

 
661

 
(97
)
 
5,143

Cost of sales
 

 

 
(3,567
)
 
(560
)
 
97

 
(4,030
)
Gross profit
 

 

 
1,012

 
101

 

 
1,113

Net other income (expenses) and share of equity method earnings, net of income tax
 
197

 

 
139

 
(22
)
 
(351
)
 
(37
)
Selling, marketing and distribution expenses
 

 

 
(123
)
 
(13
)
 

 
(136
)
General and administration expenses
 

 

 
(336
)
 
(33
)
 

 
(369
)
Profit (loss) from operating activities
 
197

 

 
692

 
33

 
(351
)
 
571

Financial income
 
10

 
406

 
9

 
30

 
(307
)
 
148

Financial expenses
 

 
(212
)
 
(491
)
 
(26
)
 
307

 
(422
)
Net financial income (expenses)
 
10

 
194

 
(482
)
 
4

 

 
(274
)
Profit (loss) from continuing operations before income tax
 
207

 
194

 
210

 
37

 
(351
)
 
297

Income tax (expense) benefit
 
(2
)
 
(72
)
 
(7
)
 
(10
)
 

 
(91
)
Profit (loss) from continuing operations
 
205

 
122

 
203

 
27

 
(351
)
 
206

Profit (loss) from discontinued operations, net of income tax
 
1

 

 
1

 

 
(1
)
 
1

Profit (loss) for the period
 
206

 
122

 
204

 
27

 
(352
)
 
207

Total other comprehensive income (loss) for the period, net of income tax
 
107

 

 
95

 
81

 
(176
)
 
107

Total comprehensive income (loss) for the period
 
313

 
122

 
299

 
108

 
(528
)
 
314

 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) for the period attributable to:
 
 
 
 
 
 
 
 
 
 
 
 
Equity holder of the Group - continuing operations
 
205

 
122

 
203

 
26

 
(351
)
 
205

Equity holder of the Group - discontinued operations
 
1

 

 
1

 

 
(1
)
 
1

Non-controlling interests
 

 

 

 
1

 

 
1

 
 
206

 
122

 
204

 
27

 
(352
)
 
207

 
 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income (loss) attributable to:
 
 
 
 
 
 
 
 
 
 
 
 
Equity holder of the Group - continuing operations
 
312

 
122

 
298

 
107

 
(527
)
 
312

Equity holder of the Group - discontinued operations
 
1

 

 
1

 

 
(1
)
 
1

Non-controlling interests
 

 

 

 
1

 

 
1

 
 
313

 
122

 
299

 
108

 
(528
)
 
314


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, 2018

Condensed consolidating statement of financial position
 
 
Balance as of December 31, 2017
(In $ million)
 
Parent
 
Reynolds Notes Issuers
 
Other guarantor entities
 
Non-guarantor entities
 
Adjustments and eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 

 

 
457

 
160

 

 
617

Trade and other receivables, net
 

 

 
93

 
1,043

 

 
1,136

Inventories
 

 

 
1,225

 
145

 

 
1,370

Inter-group receivables
 

 
717

 
25

 

 
(742
)
 

Assets held for sale
 

 

 
3

 
141

 

 
144

Other assets
 

 
4

 
43

 
18

 

 
65

Total current assets
 

 
721

 
1,846

 
1,507

 
(742
)
 
3,332

Investments in subsidiaries
 
1,407

 

 
1,125

 

 
(2,532
)
 

Property, plant and equipment
 

 

 
2,601

 
322

 

 
2,923

Intangible assets
 

 

 
9,306

 
353

 

 
9,659

Inter-group receivables
 
9

 
6,763

 
1,609

 
149

 
(8,530
)
 

Other assets
 
330

 
282

 
114

 
42

 

 
768

Total non-current assets
 
1,746

 
7,045

 
14,755

 
866

 
(11,062
)
 
13,350

Total assets
 
1,746

 
7,766

 
16,601

 
2,373

 
(11,804
)
 
16,682

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Trade and other payables
 
33

 
125

 
786

 
172

 

 
1,116

Borrowings
 

 

 
52

 
418

 

 
470

Inter-group payables
 

 
4

 
718

 
20

 
(742
)
 

Liabilities directly associated with assets held for sale
 

 

 

 
34

 

 
34

Other liabilities
 
6

 

 
257

 
35

 

 
298

Total current liabilities
 
39

 
129

 
1,813

 
679

 
(742
)
 
1,918

Borrowings
 

 
6,897

 
4,022

 

 

 
10,919

Inter-group liabilities
 
65

 
490

 
7,304

 
671

 
(8,530
)
 

Other liabilities
 

 
66

 
2,055

 
72

 

 
2,193

Total non-current liabilities
 
65

 
7,453

 
13,381

 
743

 
(8,530
)
 
13,112

Total liabilities
 
104

 
7,582

 
15,194

 
1,422

 
(9,272
)
 
15,030

Net assets
 
1,642

 
184

 
1,407

 
951

 
(2,532
)
 
1,652

Equity
 
 
 
 
 
 
 
 
 
 
 
 
Equity attributable to equity holder of the Group
 
1,642

 
184

 
1,407

 
941

 
(2,532
)
 
1,642

Non-controlling interests
 

 

 

 
10

 

 
10

Total equity
 
1,642

 
184

 
1,407

 
951

 
(2,532
)
 
1,652


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, 2018

Condensed consolidating statement of cash flows
 
 
For the six month period ended June 30, 2017
(In $ million)
 
Parent
 
Reynolds Notes Issuers
 
Other guarantor entities
 
Non-guarantor entities
 
Adjustments and eliminations
 
Consolidated
Net cash from (used in) operating activities
 

 
(192
)
 
433

 
(121
)
 
77

 
197

 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from (used in) investing activities
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of property, plant and equipment and intangible assets
 

 

 
(170
)
 
(17
)
 

 
(187
)
Disposal of businesses, net of cash disposed
 

 

 
12

 
(5
)
 

 
7

Net related party (advances) repayments
 

 
345

 
(209
)
 
(7
)
 
(129
)
 

Related party interest received
 

 
69

 
8

 

 
(77
)
 

Other
 

 

 
2

 

 

 
2

Net cash from (used in) investing activities
 

 
414

 
(357
)
 
(29
)
 
(206
)
 
(178
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from (used in) financing activities
 
 
 
 
 
 
 
 
 
 
 
 
Drawdown of borrowings
 

 

 

 
452

 

 
452

Repayment of borrowings
 

 
(345
)
 
(318
)
 
(407
)
 

 
(1,070
)
Net related party borrowings (repayments)
 

 
124

 
(338
)
 
85

 
129

 

Payment of debt transaction costs
 

 

 
(6
)
 
(4
)
 

 
(10
)
Other
 

 

 
(2
)
 
(1
)
 

 
(3
)
Net cash from (used in) financing activities
 

 
(221
)
 
(664
)
 
125

 
129

 
(631
)



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, 2018

15.    Subsequent events

There have been no events subsequent to June 30, 2018 which would require accrual or disclosure in these interim unaudited condensed consolidated financial statements.


F-35