UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


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

For the fiscal year ended December 31, ~~2023~~2024


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

For the transition period from ____ to ____

Commission File Number: 001-39205

REYNOLDS CONSUMER PRODUCTS INC.

(Exact name of Registrant as specified in its charter)


Delaware			45-3464426

(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification Number)

1900 W. Field Court

Lake Forest, Illinois 60045

Telephone: (800) 879-5067

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.001 par value

REYN

The Nasdaq Stock Market LLC

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes R No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No R

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

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

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

Large accelerated filer R

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

Emerging growth company o

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. R

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

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

As of June 3028, ~~2023~~2024, the aggregate market value of the registrant’s common stock held by non-affiliates (shareholders other than executive officers, directors or holders of more than 10% of the outstanding stock of the registrant) was approximately $1,~~518~~516 million, based on the closing price of the registrant’s common stock on such date. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purposes.

The registrant had 210,~~009~~171,~~461~~173 shares of common stock, $0.001 par value, outstanding as of January 31, ~~2024~~2025.

Documents incorporated by reference: Portions of the Registrant’s definitive proxy statement relating to its ~~2024~~2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

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REYNOLDS CONSUMER PRODUCTS INC.

TABLE OF CONTENTS

			Page
PART I
Item 1. Business			4
Item 1A. Risk Factors			10
Item 1B. Unresolved Staff Comments			25
Item 1C. Cybersecurity			25
Item 2. Properties			25
Item 3. Legal Proceedings			26
Item 4. Mine Safety Disclosures			26
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			27
Item 6. [Reserved]			29
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			30
Item 7A. Quantitative and Qualitative Disclosures about Market Risk			43
Item 8. Financial Statements and Supplementary Data			44
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			7374
Item 9A. Controls and Procedures			7374
Item 9B. Other Information			7374
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			7374
PART III
Item 10. Directors, Executive Officers and Corporate Governance			7475
Item 11. Executive Compensation			7475
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			7475
Item 13. Certain Relationships and Related Transactions, and Director Independence			7475
Item 14. Principal Accountant Fees and Services			7475
PART IV
Item 15. Exhibits and Financial Statement Schedules			7576
Item 16. Form 10-K Summary			7576
Index to Exhibits			7677
Signatures			7980

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “intends,” “outlook,” “forecast”,” “position”,” “committed,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “model”,” “assumes,” “confident,” “look forward,” “potential,” “on track”,” or “continue,” or the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth and recovery of profitability, management of costs and other disruptions and other strategies, and anticipated trends in our business, including expected levels of commodity costs and volume. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those risks and uncertainties discussed in Item 1A. “Risk Factors.” You should specifically consider the numerous risks outlined in the “Risk Factors” section. These risks and uncertainties include factors related to:

•changes in consumer preferences, lifestyle, economic circumstances and environmental concerns;

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

•competition and pricing pressures;

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

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

•loss due to an accident, labor issues, weather conditions, natural disaster, or a disease outbreak, including epidemics, pandemics or similar widespread public health concerns;

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

•labor shortages and increased labor costs;

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

•economic downturns in our target markets;

•our ability to acquire businesses;

•impacts from inflationary trends;

•difficulty meeting our sales growth objectives and innovation goals; and

•changes in market interest rates and the availability of capital.

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

Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found elsewhere in this Annual Report on Form 10-K, under Part I, Item 1A. “Risk Factors.”

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PART I

ITEM 1. BUSINESS

In this Annual Report on Form 10-K, “Reynolds Consumer Products,” “RCP,” the “Company,” “we,” “us” and “our” refer to Reynolds Consumer Products Inc. and its consolidated subsidiaries. Reynolds Consumer Products Inc., ~~formerly known as RenPac Holdings Inc.,~~ was incorporated in the state of Delaware on September 26, 2011.

We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business. Other trademarks, service marks and trade names appearing in this Annual Report on Form 10-K are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this Annual Report on Form 10-K are listed without the ® or ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names.

Overview

Our mission is to simplify daily life so consumers can enjoy what matters most.

We are a market-leading consumer products company with a presence in 95% of households across the United States. We produce and sell products ~~across~~that ~~three~~people ~~broad~~use ~~categories:~~in ~~cooking~~their ~~products,~~homes ~~waste~~for ~~and~~cooking, ~~storage~~serving, ~~products~~cleanup and ~~tableware~~storage. We sell our products under iconic brands such as Reynolds and Hefty, and also under store brands that are strategically important to our retail partners. Overall, across both our branded and store brand offerings, we hold the #1 or #2 U.S. market share position in the majority of product categories in which we participate. Over 6550% of our revenue comes from products that are #1 in their respective categories. We have developed our market-leading position by investing in our product categories, championing the categories in partnership with our retail partners and consistently developing innovative products to meet the evolving needs and preferences of the modern consumer.

Our products are typically used in the homes of consumers ofamong all demographics on a frequent basis and meet the convenience-oriented preferences of consumers across a broad range of household activities. Our products help simplify daily life by assisting with cooking, serving, clean-up and storage through a range of product offerings. Our diverse portfolio includes a wide range of products, including aluminum foil, parchment paper, disposable bakeware, trash bags, food storage bags and disposable tableware. Our products are known for their quality, which is recognized by our consumers and retail partners alike. Our Reynolds and Hefty brands have preeminent positions in their categories and carry strong brand recognition in household aisles. These factors generate consumer loyalty, which affords us the opportunity to develop and launch new products that expand usage occasions and transition our portfolio into adjacent categories.

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We have strong relationships with a diverse set of retail partners including leading grocery stores, mass merchants, warehouse clubs, discount chains, dollar stores, drug stores, home improvement stores, military outlets and eCommerce retailers. Our relationships with our retail partners have been built on a long history of trust. Our portfolio of branded and store brand products allows our retail partners to manage multiple household aisles with a single vendor. Many of our products have had a prominent position on the shelves of major retailers for decades and have become an integral part of household aisles. We believe our strong brand recognition and customer loyalty lead to robust product performance.

Our brands have #1 market share positions across nearly all our categories
Category	Brand	Position
Aluminum foil (U.S.)
Aluminum foil (Canada)
Parchment paper
Wax paper
Slow cooker liners
Oven bags
Freezer paper
Slider bags
Party cups
Foam dishes
Slider bags
Trash bags

_____________________________________

Source: Circana Dollar Sales MULO+ latest 52 weeks ended December 31 29, ~~2023~~2024 and Nielsen MarketTrack latest 52 weeks ended December 30 28, ~~2023~~2024.

Our Segments

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

•Reynolds Cooking & Baking: Through our Reynolds Cooking & Baking segment, we sell both branded and store brand aluminum foil, disposable aluminum pans, parchment paper, freezer paper, wax paper, butcher paper, plastic wrap, baking cups, oven bags and slow cooker liners. Our branded products are sold under the Reynolds Wrap, Reynolds KITCHENS and EZ Foil brands in the United States and selected international markets, under the ALCAN brand in Canada and under the Diamond brand outside of North America. With our flagship Reynolds Wrap products, we hold the #1 market position in the U.S. consumer foil market measured by retail sales and volume. We also hold the #1 market position in the Canadian branded foil market under the ALCAN brand. We have no significant branded competitor in this market. Reynolds is one of the most recognized household brands in the United States and has been the top trusted brand in the consumer foil market for over 75 years, with greater than 50% market share in most of its categories.

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•Hefty Waste & Storage: Through our Hefty Waste & Storage segment, we produce both branded and store brand trash and food storage bags. Hefty is a well-recognized leader in the trash bag and food storage bag categories and our private label products offer value to our retail partners. Our branded products are sold under the Hefty Ultra Strong and Hefty Strong brands for trash bags, and as the Hefty and Baggies brands for our food storage bags. Hefty has 99% brand awareness and is most commonly identified with the Brand's famous “Hefty! Hefty! Hefty!” slogan. We have the #1 branded market share in the U.S. large black trash bag and slider bag segments, and the #2 branded market share in the tall kitchen trash bag segment. Our robust product portfolio in this segment includes a full suite of products, including sustainable solutions such as compostable bags, bags made from recycled materials and orange bags through the Hefty ReNew Program.Segments

~~•Hefty~~We ~~Tableware:~~manage ~~Through~~ our ~~Hefty~~operations ~~Tableware~~in ~~segment,~~four wereportable ~~sell~~segments: ~~both~~Reynolds ~~branded~~Cooking ~~and~~& ~~store brand disposable and compostable plates~~Baking, ~~bowls, platters, cups and cutlery. Our~~ Hefty ~~branded~~Waste ~~products~~& ~~include dishes and party cups. Hefty branded party cups are the #1 party cup in America measured by market share. Our branded products use our Hefty brand to represent both quality and great value~~Storage, and we bring this same quality and value promise to all of our store brands as well. We sell across a broad range of materials and price points in all retail channels, allowing our consumers to select the product that best suits their price, function and aesthetic needs. These materials include sustainable solutions, such as Hefty ~~ECOSAVE~~Tableware and ~~Hefty~~Presto ~~Compostable Printed Paper Plates~~Products. ~~In 2023, we also tapped into the nostalgia trend and brought back Zoo Pals plates, garnering 3.7 billion media impressions.~~

•Reynolds Cooking & Baking: Through our Reynolds Cooking & Baking segment, we sell both branded and store brand aluminum foil, disposable aluminum pans, parchment paper, freezer paper, wax paper, butcher paper, plastic wrap, baking cups, oven bags and slow cooker liners. Our branded products are sold under the Reynolds Wrap, Reynolds KITCHENS and EZ Foil brands in the United States and selected international markets, under the ALCAN brand in Canada and under the Diamond brand outside of North America. With our flagship Reynolds Wrap products, we hold the #1 market position in the U.S. consumer foil market measured by retail sales and volume. We also hold the #1 market position in the Canadian branded foil market under the ALCAN brand. We have no significant branded competitor in this market. Reynolds is one of the most recognized household brands in the United States, with 98% brand awareness, and has been the top trusted brand in the consumer foil market for over 75 years, with greater than 50% market share in most of its categories. We also offer more sustainable solutions, such as Reynolds Wrap 100% recycled aluminum, unbleached parchment paper made with a chlorine-free process and coreless wax paper, which uses less packaging material than traditional wax paper rolls.

•Hefty Waste & Storage: Through our Hefty Waste & Storage segment, we produce both branded and store brand trash and food storage bags. Hefty is a well-recognized leader in the trash bag and food storage bag categories and our private label products offer value to our retail partners. Our branded products are sold under the Hefty Ultra Strong and Hefty Strong brands for trash bags, and as the Hefty and Baggies brands for our food storage bags. Hefty has 98% brand awareness and is most commonly identified with the Brand’s famous “Hefty! Hefty! Hefty!” slogan. We have the #1 branded market share in the U.S. large black trash bag segment, and the #2 branded market share in the slider bag and tall kitchen trash bag segments. Our robust product portfolio in this segment includes a full suite of products, including sustainable solutions such as blue and clear recycling bags, compostable bags, bags made from recycled materials and orange bags through the Hefty ReNew Program.

•Hefty Tableware: Through our Hefty Tableware segment, we sell both branded and store brand disposable and compostable plates, bowls, platters, containers, cups and cutlery. Our Hefty branded products include dishes, party cups, cutlery and containers. Hefty branded party cups are the #1 party cup in America measured by market share. Our branded products use our Hefty brand to represent both quality and value, and we bring this same quality and value promise to all of our store brands as well. We sell across a broad range of materials and price points in all retail channels, allowing our consumers to select the product that best suits their price, function and aesthetic needs. These materials include sustainable solutions, such as Hefty ECOSAVE and Hefty Compostable Printed Paper Plates. In 2024, we increased the post-consumer recycled content in some of our cups and we added compostable party cups to our assortment.

•Presto Products: Through our Presto Products segment, we primarily sell store brand products in four main categories: food storage bags, trash bags, reusable storage containers and plastic wrap. Presto Products is a market leader in food storage bags and differentiates itself by providing access to category management, consumer insights, marketing, merchandising and research and development (“R&D”) resources. Presto Products was the first in the U.S. market to offer a store branded sandwich bag made with an approximately 20% proprietary blend of plant and ocean, renewable materials. Our Presto Products segment also includes our specialty business, which serves other consumer products companies by providing Fresh-Lock and Slide-Rite resealable closure systems.

Our Products

Our portfolio consists of three main product groups: waste and storage products, cooking products and tableware. Our consolidated net revenues by product line for fiscal years ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022 were as follows:

For the Years Ended December 31,

(in millions)

~~2023~~2024

~~2022~~2023

~~2021~~2022

Waste and storage (1)

1,~~535~~555

1,~~550~~535

1,~~448~~550

Cooking products

1,~~273~~247

1,~~287~~273

1,~~314~~287

Tableware

~~967~~918

~~1,000~~967

~~815~~1,000

Unallocated

(1925)

(2019)

(2120)

Net revenues

3,~~756~~695

3,~~817~~756

3,~~556~~817

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

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Customers

Our customer base includes leading grocery stores, mass merchants, warehouse clubs, discount chains, dollar stores, drug stores, home improvement stores, military outlets and eCommerce retailers. We sell both branded and store brand products across our customer base. We generally sell our branded products pursuant to informal trading policies and our store brand products under one year or multi-year agreements. Walmart accounted for 3031%, 30% and 2930% and Sam’s Club accounted for 1817%, 18% and 1518% of our total net revenue in fiscal years ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively. Walmart and Sam’s Club are affiliated entities. Sales to Walmart are concentrated more heavily in our Hefty Waste & Storage segment, and sales to Sam’s Club are concentrated more heavily in our Hefty Tableware segment.

During fiscal year ~~2023~~2024, sales in North America and the United States represented 99% and 97% of our total sales, respectively.

Sales and Distribution

Through our sales and marketing organization, we are able to manage our relationships with customers at the national, regional and local levels, depending on their needs. We believe that our dedicated sales representatives, category management teams and our participation in both branded and store brand products create a significant competitive advantage.

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We have a direct sales force organized by customer type, including national accounts, regional accounts and eCommerce. Our sales force is responsible for sales across each of our segments and our portfolio of branded and store brand products. We complement our internal sales platform by selectively utilizing third-party brokers for certain products and customers. In addition to sales professionals, each of our top 20 customers has a dedicated customer support team, including category management, production planning and transportation teams, as well as customer service representatives.

We utilize two routes of distribution to deliver our products to our customers. In many cases, we ship directly from our ~~warehouses~~manufacturing plants to the customer'’s distribution center. Given the breadth of our product offerings, we are also able to optimize truckloads and reduce inventory for our retail partners by shipping trucks from mixing centers filled with SKUs across all of our product categories.

Competition

The U.S. household consumer products market is mature and highly competitive. Our competitive set consists of consumer products companies, including large and well-established multinational companies as well as smaller regional and local companies. These competitors include The Clorox Company, S.C. Johnson & Son, Inc., Poly-America, Handi-Foil Corporation, Republic Plastics, Ltd., Trinidad Benham Corporation and Inteplast Group, Ltd. Within each product category, most of our products compete with other widely advertised brands and store brand products.

Competition in our categories is based on a number of factors including brand recognition, price, quality and ~~quality~~innovation. We benefit from the strength of our brands, a differentiated portfolio of quality branded and store brand products, as well as significant capital investment in our manufacturing facilities. We believe the strong recognition of the Reynolds brand and Hefty brand among U.S. consumers gives us a competitive advantage. In addition, our largest customers choose us for our customer service, category management services and commitment to “Made in the U.S.A.” products.

Seasonality

Raw Materials and Suppliers

We have a diverse supplier base, and are not reliant on any single supplier for our primary raw materials, including polyethylene, polystyrene and aluminum. We also purchase raw material additives, secondary packaging materials and finished products for resale. We source a significant majority of our resin requirements from domestic suppliers.

Centralized purchasing enables us to leverage the purchasing power of our operations and reduces our dependence on any one supplier. We generally have one to two year contracts with resin and aluminum suppliers, which have historically provided us with a steady supply of raw materials. In certain instances, we purchase selected finished goods from third-party suppliers to supplement capacity and source specialty items.

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Intellectual Property

We have a significant number of registered patents and registered trademarks, including Reynolds and Hefty, as well as several copyrights, which, along with our trade secrets and manufacturing know-how, help support our ability to add value within the market and sustain our competitive advantages. We have invested a considerable amount of resources in developing proprietary products and manufacturing capabilities, and we employ various methods, including confidentiality and non-disclosure agreements with third parties, employees and consultants, to protect our intellectual property. While in the aggregate our patents are of material importance to us, we believe that we are not dependent upon any single patent or group of patents.

Other than licenses for commercially available software, we do not believe that any of our licenses from third parties are material to us taken as a whole. We do not believe that any of our licenses to intellectual property rights granted to third parties are material to us taken as a whole.

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Employees and Human Capital

Our objectives related to an engaged team include successfully identifying, recruiting, onboarding, retaining and incentivizing both new and existing employees. Our talent management and succession planning process includes the identification of primary succession roles based on current and future business strategies, the identification of potential successors, a list of action items and a plan for talent development. As of December 31, ~~2023~~2024, we employed approximately 6,~~000~~400 people, most of whom are located in our U.S. and Canada manufacturing facilities. Approximately 2320% of our employees are covered by collective bargaining agreements. We have not experienced any significant union-related work stoppages over the last ten years. We believe our relationships with our employees and labor unions are satisfactory.

Environmental, Health & Safety: We are committed to protecting the safety, health and security of our employees and that of the environments in which we operate. We are firm in our policy that we will not compromise employee health and safety or the environment for profit or production. We are passionate about health and safety and pride ourselves on our strategy of prevention through proactive risk elimination and reduction. Our cross-functional leaders and team members work collaboratively to identify risks and to develop and implement control measures leveraging engineering solutions and new technology for mitigation. Our safety performance continues to outperform the industry’s average safety performance by a significant margin, and we continue to progress toward our goal of zero incidents through increasing awareness of opportunities for improvement and implementing effective solutions to reduce risks associated with contact with equipment, slips, trips, and falls, as well as ergonomic hazards.

~~Diversity,~~People ~~Equity~~ & ~~Inclusion~~Culture: We ~~believe~~have ~~that~~built a ~~diverse,~~culture ~~equitable~~based on treating others with respect and ~~inclusive~~working ~~organization~~collaboratively ~~will~~on ~~enhance~~shared ~~the~~goals. ~~sense~~Our value of ~~belonging~~putting safety first promotes a culture of caring and watching out for the safety of each other. Treating others with dignity, empathy and respect is the foundation of our culture. We value our relationships with our colleagues, retail partners, consumers, shareholders and communities. We are committed to ~~building~~communicating aour ~~respectful workplace~~goals, ~~educating~~offering ~~our~~training ~~colleagues~~and development opportunities and integrating ~~DE&I~~an ~~within~~inclusive approach to talent management into our overall business strategy. ~~Treating~~We ~~others~~will ~~with~~continue ~~dignity,~~to ~~empathy~~promote ~~and~~a ~~respect~~culture ~~are~~that ~~the~~values ~~foundation~~inclusion ofand ~~our~~belonging ~~DE&I journey,~~ and wesees ~~will~~unique ~~continue~~experiences toand ~~implement~~viewpoints ~~best~~as ~~practices,~~growing ~~educate~~ our ~~colleagues~~understanding ~~on the importance~~ of ~~implementing~~how ~~DE&I~~we ~~strategies,~~can ~~promote~~work abetter ~~culture~~together. ~~where~~We ~~all~~will ~~feel~~continue ~~they~~our ~~belong~~efforts ~~and implement specific solutions~~ to build and retain a ~~more~~robust ~~diverse~~workforce that welcomes talent and ~~inclusive~~capability ~~experience~~to ~~based~~strengthen ~~upon~~all ~~equity.~~aspects of our business.

Talent Acquisition: We are committed to a ~~diverse and inclusive~~ workplace environment in which individual differences are recognized, respected and appreciated. We provide job opportunities for individual growth in our exciting, dynamic and fast-paced manufacturing plants and ~~corporate office~~offices. WeOur ~~have~~management ~~made~~and ~~investments~~Talent inAcquisition teams use data from workforce planning and recruiting. In 2024, we updated our ~~Talent~~applicant ~~Acquisition~~tracking ~~team~~system to better enable us to source and recruit talent in today’s challenging labor market, assist in a great candidate experience and provide a welcoming new -hire onboarding. To support our plants, we have also created a comprehensive hourly employee recruiting strategy ~~and social media plan. In addition, we have invested in tools and resources~~ for a consistent and efficient approach to identifying and onboarding diverse talent.

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Regulatory

As many of our products are used in food packaging, our business is subject to regulations governing products that may contact food in all the countries in which we have operations. Our business is also subject to regulations governing advertising claims related to our products and practices, including regulations concerning representations that products are environmentally-friendly, have less of an environmental impact, or are sustainable. Future regulatory and legislative change can affect the economics of our business activities, lead to changes in operating practices, affect our customers and influence the demand for and the cost of providing products and services to our customers. We have implemented compliance programs and procedures designed to achieve compliance with applicable laws and regulations.

We are subject to various national, state, local, foreign and international environmental, health and safety laws, regulations and permits. Among other things, these requirements regulate the emission or discharge of materials into the environment, govern the use, storage, treatment, disposal and management of hazardous substances and wastes, protect the health and safety of our employees, regulate the materials used in and the recycling of our products and impose liability, which can be strict, joint and several, for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances related to our current and former sites, as well as at third party sites where we or our predecessors have sent hazardous waste for disposal. Many of our manufacturing facilities require environmental permits, such as those limiting air emissions.

In addition, a number of governmental authorities, at the federal, state and local level in the United States and abroad, have implemented, considered, or are expected to consider, legislation aimed at reducing the amount of plastic waste, regulating product content and regulating environmental claims. Our business is subject to regulations that govern matters such as post-consumer recycled content, extended producer responsibility, compostability and recyclability claims, and use of Per- and Polyfluorinated Substances (“PFAS”). We have implemented compliance programs and procedures designed to achieve compliance with applicable laws and regulations.

8Moreover, as environmental issues, such as climate change, have become more prevalent, governments have responded, and are expected to continue to respond, with increased legislation and regulation, which could negatively affect us. For example, the United States Congress has in the past considered legislation to reduce emissions of greenhouse gases. In addition, the Environmental Protection Agency is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act. A number of states and local governments in the United States have also implemented or announced their intentions to implement their own programs to reduce greenhouse gases.

~~Table~~We are also subject to various laws and regulations related to data privacy and protection, including the California Consumer Privacy Act of ~~Contents~~2018 (“CCPA”) and the European Union’s General Data Protection Regulation (“GDPR”). We have internal programs in place to manage and monitor global compliance with these various requirements.

Moreover, as environmental issues, such as climate change, have become more prevalent, governments have responded, and are expected to continue to respond, with increased legislation and regulation, which could negatively affect us. For example, the United States Congress has in the past considered legislation to reduce emissions of greenhouse gases. In addition, the Environmental Protection Agency is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act. A number of states and local governments in the United States have also implemented or announced their intentions to implement their own programs to reduce greenhouses gases.

We are also subject to various laws and regulations related to data privacy and protection, including the California Privacy Act of 2018 (“CCPA”) and the European Union’s General Data Protection Regulation (“GDPR”). We have internal programs in place to manage and monitor global compliance with these various requirements.

Available Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

We also make financial information, news releases and other information available on our corporate website at www.reynoldsconsumerproducts.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are available free of charge on this website as soon as reasonably practicable after we electronically file these reports and amendments with, or furnish them to, the SEC. Our board has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers, the full text of which is posted on the investor relations section of our website at www.reynoldsconsumerproducts.com. We intend to disclose future amendments to our code of business conduct and ethics, or any waivers of such code, on our website or in public filings.

The information contained on or connected to our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this or any other report filed with the SEC.

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ITEM 1A. RISK FACTORS

You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations section and the consolidated financial statements and related notes. If any of the following risks actually occurs, our business, financial condition and results of operations could be materially adversely affected. The risks discussed below are not the only risks we face. Additional risks or uncertainties not currently known to us, or that we currently deem immaterial, may also have a material adverse effect on our business, financial condition, prospects, results of operations, cash flows or price of our securities.

Risks Related to Our Business, Growth and Profitability

Our success depends on our ability to anticipate and respond to changes in consumer preferences.

We are a consumer products company and believe that our success depends, in part, on our ability to leverage our existing brands and products to drive increased sales and profits. This depends on our ability to identify and offer products at attractive prices that appeal to consumer tastes and preferences, which are difficult to predict and evolve over time. Our ability to implement this strategy depends on, among other things, our ability to:

•continue to offer to our customers products that consumers want at competitive prices;

•introduce new and appealing products and innovate successfully on our existing products;

•develop and maintain consumer interest in our brands; and

•increase our brand recognition and loyalty.

We may not be able to implement this strategy successfully, which could materially and adversely affect our sales and business, financial condition and results of operations.

We are dependent on maintaining satisfactory relationships with our major customers, and significant consolidation among our customers, or the loss of a significant customer, could decrease demand for our products or reduce our profitability.

Many of our customers are large and possess significant market leverage, which results in significant downward pricing pressure and can constrain our ability to pass through price increases. We generally sell our branded products pursuant to informal trading policies and our store brand products under one year or multi-year agreements. ~~We do not have written agreements with most of our customers.~~ Our contracts generally do not obligate the customer to purchase any given amount of product. If our major customers reduce purchasing volumes or stop purchasing our products for any reason, our business and results of operations would likely be materially and adversely affected. It is possible that we will lose customers, which may materially and adversely affect our business, financial condition and results of operations.

We rely on a relatively small number of customers for a significant portion of our revenue. In ~~2023~~2024, sales to our top ten customers accounted for 72% of our total revenue, and our two largest customers, Walmart and Sam’s Club, individually accounted for 3031% and 1817%, respectively, of our total revenue. Walmart and Sam’s Club are affiliated entities. Sales to Walmart are concentrated more heavily in our Hefty Waste & Storage segment, and sales to Sam’s Club are concentrated more heavily in our Hefty Tableware segment. The loss of any of our significant customers would have a material adverse effect on our business, financial condition and results of operations.

In addition, over the last several years, there has been a trend toward consolidation among our customers in the retail industry and we expect that this trend will continue. Consolidation among our customers could increase their ability to apply pricing pressure, and thereby force us to reduce our selling prices or lose sales. In addition, following a consolidation, our customers may close stores, reduce inventory or switch suppliers. Any of these factors could negatively impact our business, financial condition and results of operations.

We operate in competitive markets.

We operate in competitive markets. Our main competitors include The Clorox Company, S.C. Johnson & Son, Inc., Poly-America, Handi-Foil Corporation, Republic Plastics, Ltd., Trinidad Benham Corporation and Inteplast Group, Ltd. Although capital costs, intellectual property and technology may create barriers to entry, we face the threat of competition from new entrants to our markets as well as from existing competitors, including competitors outside the United States who may have lower production costs. Our customers continuously evaluate their suppliers, often resulting in downward pricing pressure and increased pressure to continuously introduce and commercialize innovative new products, improve customer service, maintain strong relationships with our customers and, where applicable, develop and maintain brands that are meaningful to consumers. If our products fail to compete successfully with other branded or private label offerings, demand for our products and our sales and profitability could be negatively impacted.

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Loss of any of our key manufacturing facilities or of those of our key suppliers could have an adverse effect on our business.

Some of our products are manufactured at a single location. For example, our Malvern, Arkansas plant is our sole producer of foil reroll for our Louisville, Kentucky and Wheeling, Illinois plants, which in turn are our sole producers of household foil. The loss of the use of all or a portion of any of our key manufacturing facilities, especially one that is a sole producer, or the loss of any key suppliers, due to any reason, including an accident, labor issues, weather conditions, natural disaster, a disease outbreak (including epidemics, pandemics or similar widespread public health concerns), cyber-attacks against our information systems (such as ransomware) or otherwise, could have a material adverse effect on our business, financial condition and results of operations.

Our business has been and continues to be impacted by fluctuations in raw material, energy and freight costs, including the impact of tariffs and similar matters.

Fluctuations in raw material and energy costs could adversely affect our business, financial condition and results of operations. Raw material costs represent a significant portion of our cost of sales. The primary raw materials we use are plastic resins, particularly polyethylene and polystyrene, and aluminum. The prices of our raw materials have fluctuated significantly in recent years. Aluminum prices have been historically volatile as aluminum is a cyclical commodity with prices subject to global market factors. Resin prices have also historically fluctuated with changes in crude oil and natural gas prices as well as changes in refining capacity and the demand for other petroleum-based products. We experienced significant increases in material costs in ~~both 2021 and~~ 2022, particularly in resin and aluminum prices, which negatively impacted our results. Significant increases in material costs could also occur in future periods, which could negatively impact our future results.

Raw material costs are also impacted by governmental actions, such as tariffs and trade sanctions. For example, the imposition by the U.S. government of tariffs on products imported from certain countries and trade sanctions against certain countries have introduced greater uncertainty with respect to policies affecting trade between the United States and other countries and have impacted the cost of certain raw materials, including aluminum and resin. Major developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries, could have a material adverse effect on our business, financial condition and results of operations.

We typically do not enter into long-term fixed price purchase contracts for our principal raw materials. The majority of sales contracts for our products generally do not contain contractual cost pass-through mechanisms for raw material costs. Where our contracts use such pass-through mechanisms, differences in timing between purchases of raw materials and sales to customers can create a “lead lag” effect during which margins are negatively impacted when raw material costs rise and positively impacted when raw material costs fall. We adjust prices, where possible, to attempt to mitigate the effect of production cost increases, including raw materials, but these increases are not always possible or may not cover the increased raw material costs. For example, we implemented multiple rounds of price increases in ~~both 2021 and~~ 2022, however those pricing actions typically lagged material cost increases.

In addition, we distribute our products and receive raw materials primarily by rail and truck. Reduced availability of rail or trucking capacity has caused us, and may continue to cause us, to incur unanticipated expenses and impair our ability to distribute our products or receive our raw materials in a timely manner, which could disrupt our operations, strain our customer relations and adversely affect our operating profits. In particular, reduced trucking capacity, due to a shortage of drivers, the federal regulation requiring drivers to electronically log their driving hours and adverse weather conditions, among other reasons, have caused an increase in ~~the~~our cost of transportation ~~for us and many other companies~~.

Any interruption in our supply of raw materials could harm our business, financial condition and results of operations.

We are dependent on our suppliers for an uninterrupted supply of key raw materials in a timely manner. The supply of these materials could be disrupted for a wide variety of reasons, including political and economic instability, the financial stability of our suppliers, their ability to meet our standards, labor problems, the availability and prices of raw materials, currency exchange rates, transport availability and cost, transport security and inflation, and other factors beyond our control. We have written contracts with some but not all of our key suppliers, and where we have written contracts, they generally include force majeure clauses that excuse the supplier’s failure to supply in certain circumstances. Any interruption in the supply of raw materials for an extended period of time could have a material adverse effect on our business, financial condition and results of operations.

Labor shortages and increased labor costs have had and could have a material adverse effect on our business and operations.

Labor costs in the United States continue to rise, and our industry has, and could again, experience a shortage of workers. Labor is one of the primary components in the cost of operating our business. If we face labor shortages and incur further increases to labor costs as a result of increased competition for employees, higher employee turnover rates, increases in the federal, state or local minimum wage or other employee benefit costs, our operating expenses could increase and our growth and results of operations could be adversely impacted.

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Our brands are critical to our success.

Our ability to compete successfully depends on our ability to develop and maintain brands that are meaningful to consumers. The development and maintenance of such brands requires significant investment in product innovation, brand-building, advertising and marketing. We focus on developing innovative products to address consumers’ unmet needs and introducing store brand products that emulate other popular branded consumer products, and, as a result, may increase our expenditures for advertising and other brand-building or marketing initiatives. However, these initiatives may not deliver the desired results, which could adversely affect our business and the recoverability of the trade names recorded on our balance sheet, which could materially and adversely affect our business, financial condition and results of operations.

Our business could be impacted by changes in consumer lifestyle and environmental concerns, as well as current and future laws and regulations related to environmental matters.

We are a consumer products company and any reduction in consumer demand for the types of products we offer as a result of changes in consumer lifestyle, environmental concerns or other considerations could have a significant impact on our business, financial condition and results of operations. For example, there have been recent concerns about the environmental impact of single-use disposable products and products made from plastic, particularly polystyrene foam. These concerns, and the actions taken in response (including regulations banning the sale of certain polystyrene foam products in certain jurisdictions), impact several of our products, especially in our Hefty Tableware segment. Further, a number of governmental authorities, both at the federal, state and local level in the United States and abroad, have implemented, considered, or are expected to consider, additional legislation aimed at reducing the amount of plastic waste, regulating product content and regulating environmental claims. Our business is subject to regulations that govern matters such as post-consumer recycled content, extended producer responsibility, compostability and recyclability claims, and use of PFAS. Future regulatory and legislative change could affect the economics of our business activities, lead to changes in operating practices, affect our customers and influence the demand for and the cost of providing products and services to our customers. Sustainability concerns, including the recycling of products, have received increased focus in recent years and are expected to play an increasing role in brand management and consumer purchasing decisions. These changes in consumer lifestyle, environmental concerns or other considerations may result in a decrease in the demand for certain of our current products, an increase in expenditures to attempt to adapt and respond to these concerns, and an inability to respond through innovation or acquisition of assets we do not currently own, any of which could materially and adversely affect our business, financial condition and results of operations.

Our business is affected by economic downturns in the markets that we serve and in the regions that supply our raw materials.

Our business is impacted by market conditions in the retail industry and consumer demand for our products, which in turn are affected by general economic conditions. Downturns or periods of economic weakness or increased prices in these consumer markets have resulted in the past, and could result in the future, in decreased demand for our products. For example, uncertainty about future economic conditions globally, and in the United States in particular, could lead to declines in consumer spending and consumption and cause our customers to purchase fewer of our products.

Market conditions could also impact our ability to manage our inventory levels to meet customers’ demand for our products. Our production levels and inventory management goals for our products are based on estimates of demand, taking into account production capacity, timing of shipments and inventory levels. If market conditions change, resulting in us overestimating or underestimating demand for any of our products during a given season, we may not maintain appropriate inventory levels, which could materially and adversely affect our business, financial condition and results of ~~operation~~operations.

Global supply chain issues and other macroeconomic factors in the past have resulted in an inflationary environment that led to increased raw material costs and other input costs. The additional costs resulting from this inflationary environment and its constraints to our supply chain and distribution networks may again unfavorably impact our gross margin and operating results in future periods.

The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to materially differ from such projections, which may adversely affect our future profitability, cash flows and stock price.

Our financial projections, including any sales and earnings guidance or outlook we may provide from time to time, are dependent on certain estimates and assumptions. Our financial projections are based on historical experience, various other estimates and assumptions that we believe to be reasonable under the circumstances and at the time they are made, but our actual results may differ materially from our financial projections. Any material variation between the Company’s financial projections and its actual results may adversely affect the Company’s future profitability, cash flows and stock price.

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Our profitability and cash flows could suffer if we are unable to generate cost savings in our manufacturing and distribution processes.

While we continue to work on various incremental cost savings programs, if we cannot successfully develop and implement cost savings plans, or if the cost of making these changes increases, we will not realize all anticipated benefits, which could materially and adversely affect our business, financial condition and results of operations.

Sales growth objectives may be difficult to achieve, we may not be able to achieve our innovation goals, develop and introduce new products and line extensions or expand into adjacent categories and countries, and we may not be able to successfully implement price increases; further, changes to our product mix may adversely impact our financial condition and results of operations.

We operate in mature markets that are subject to high levels of competition. Our future performance and growth depend on innovation and our ability to successfully develop or license capabilities to introduce new products, brands, line extensions and product innovations or enter into or expand into adjacent product categories, sales channels or countries. Our ability to quickly innovate in order to adapt our products to meet changing consumer demands is essential, especially in light of eCommerce and direct-to-consumer channels significantly reducing the barriers for even small competitors to quickly introduce new brands and products directly to consumers. The development and introduction of new products require substantial and effective research and development and demand creation expenditures, which we may be unable to recoup if the new products do not gain widespread market acceptance. If we are unable to increase market share in existing product lines, develop product innovations, undertake sales, marketing and advertising initiatives that grow our product categories, effectively adopt new technologies, and/or develop, acquire or successfully launch new products or brands, we may not achieve our sales growth objectives.

In addition, effective and integrated systems are required for us to gather and use consumer data and information to successfully market our products. New product development and marketing efforts, including efforts to enter markets or product categories in which we have limited or no prior experience, have inherent risks, including product development or launch delays. These could result in us not being the first to market and the failure of new products, brands or line extensions to achieve anticipated levels of market acceptance. If product introductions or new or expanded adjacencies are not successful, costs associated with these efforts may not be fully recouped and our results of operations could be adversely affected. In addition, if sales generated by new products cause a decline in sales of our existing products, our financial condition and results of operations could be materially adversely affected. Even if we are successful in increasing market share within particular product categories, a decline in the markets for such product categories could have a negative impact on our financial results. In addition, in the future, our growth strategy may include expanding our international operations, which would be subject to foreign market risks, including, among others, foreign currency fluctuations, economic or political instability and the imposition of tariffs and trade restrictions, which could adversely affect our financial results.

In addition, we have implemented price increases and may implement additional price increases in the future, which may slow sales growth or create volume declines in the short term as customers and consumers adjust to these price increases. Competitors may or may not take competitive actions, which may lead to sales declines and loss of market share for us. In addition, changes to the mix of products that we sell or product portfolio optimization efforts may adversely impact our net sales, profitability and cash flow.

We may incur liabilities, experience harm to our reputation and brands, or be forced to recall products as a result of real or perceived product quality or other product-related issues.

Although we have quality control measures and systems in place that are designed to ensure that the safety and quality of our products are maintained, the consequences of not being able to do so could be severe, including adverse effects on consumer health, our reputation, the loss of customers and market share, financial costs and loss of revenue. If any of our products are found to be defective, we could be required to or may voluntarily recall such products, which could result in adverse publicity, significant expenses and a disruption in sales and could affect our reputation and that of our products. In addition, if any of our competitors or customers supply faulty or contaminated products to the market, our industry could be negatively impacted, which in turn could have adverse effects on our business.

The widespread use of social media and networking sites by consumers has greatly increased the speed and accessibility of information dissemination. Negative publicity, posts or comments on social media or networking sites about us or our brands, whether accurate or inaccurate, or disclosure of non-public sensitive information about us, could be widely disseminated through the use of social media. Such events, if they were to occur, could harm our image and adversely affect our business, as well as require resources to rebuild our reputation.

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We are affected by seasonality.

Portions of our business have historically been moderately seasonal. Overall, our strongest sales are in our fourth quarter and our weakest sales are in our first quarter. This is driven by higher levels of sales of cooking products around major U.S. holidays in our fourth quarter, primarily due to the holiday use of Reynolds Wrap, Reynolds Oven Bags, Reynolds Parchment Paper and disposable aluminum pans. Our tableware products generally have higher sales in the second ~~quarter~~and fourth quarters of the year, primarily due to outdoor summertime ~~use~~and holiday uses of disposable plates, cups, bowls and ~~bowls~~cutlery. As a result of this seasonality, any factors negatively affecting us during these periods of any year, including unfavorable economic conditions ~~or pandemic-related impacts~~, could have a material adverse effect on our financial condition and results of operations for the entire year. Because of quarterly fluctuations caused by these and other factors, comparisons of our operating results across different fiscal quarters may not be accurate indicators of our future performance.

Loss of our key management and other personnel, or an inability to attract new management and other personnel, could negatively impact our business, financial condition and results of operations.

We depend on our senior executive officers and other key personnel to operate our businesses, develop new products and technologies and service our customers. The loss of any of these key personnel could adversely affect our operations. ~~Competition~~Effective isJanuary ~~intense~~1, ~~for~~2025, ~~qualified~~our ~~personnel~~long-term President, Chief Executive Officer and ~~the~~member ~~loss~~of our Board of ~~them~~Directors, orLance anMitchell, ~~inability~~stepped down from such positions due to ~~attract~~his voluntary retirement. Scott Huckins, ~~retain~~previously ~~and~~our ~~motivate~~Chief ~~additional~~Financial ~~highly~~Officer, ~~skilled~~was ~~personnel~~appointed ~~required~~as ~~for~~President ~~the~~and ~~operation~~Chief Executive Officer and ~~expansion~~as a member of our ~~business~~Board ~~could~~of ~~hinder~~Directors, ~~our~~and ~~ability~~Nathan toLowe, ~~successfully~~previously ~~conduct~~our ~~research~~Senior ~~and~~Vice ~~development~~President ~~activities~~of orFinancial ~~develop~~Planning ~~and~~& ~~support~~Analysis, ~~marketable~~was ~~products.~~appointed ~~Additionally,~~as ~~the~~Chief ~~high~~Financial UOfficer.S. ~~employment~~Any ~~levels~~significant inleadership ~~our~~change ~~industry~~or insenior ~~recent~~management ~~years~~transition ~~have~~involves ~~increased~~inherent ~~turnover~~risks, asand ~~compared~~any failure to ~~prior~~successfully ~~periods~~transition atkey ~~some~~roles ofcould impact our ~~facilities~~ability ~~and~~to ~~made~~execute ~~hiring~~on ~~and~~our ~~retaining~~strategic ~~hourly~~plans, ~~employees~~make ~~more~~it difficult to meet our performance objectives and be disruptive to our business. ~~Any~~Lance ofMitchell ~~these~~will ~~factors~~remain ~~could~~with ~~have~~the aCompany ~~material~~as ~~adverse~~an ~~effect~~employee onin ~~our~~an ~~business,~~advisory ~~financial~~capacity ~~condition~~through ~~and~~his ~~results~~voluntary ofretirement ~~operations.~~on July 31, 2025.

Competition is intense for qualified personnel and the loss of them or an inability to attract, retain and motivate additional highly skilled personnel required for the operation and expansion of our business could hinder our ability to successfully conduct research and development activities or develop and support marketable products. Additionally, the high U.S. employment levels in our industry in recent years have increased turnover as compared to prior periods at some of our facilities and made hiring and retaining hourly employees more difficult. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.

We may have difficulty acquiring or integrating product lines or businesses, which could impact our business, financial condition and results of operations.

We may continue to pursue acquisitions of brands, businesses, assets or technologies from third parties. Acquisitions and their pursuits can involve, numerous risks, including, among other things:

•difficulties realizing the full extent of the expected benefits or synergies as a result of a transaction, within the anticipated time frame, or at all;

•difficulties integrating the operations, technologies, services, products and systems of the acquired brands, assets or businesses in an effective, timely and cost-efficient manner;

•diversion of management’s attention from other business priorities;

•difficulties operating in new lines of business, channels of distribution or markets;

•loss of key employees, partners, suppliers and customers of the acquired business;

•difficulties conforming standards, controls, procedures and policies of the acquired business with our own;

•incurring unforeseen risks and liabilities associated with acquired businesses;

•difficulties developing or launching products with acquired technologies; and

•other unanticipated problems or liabilities.

Acquisitions could result in the assumption of contingent liabilities. In addition, to the extent that the economic benefits associated with an acquisition or investment diminish in the future or the performance of an acquired company or business is less robust than expected, we may be required to record impairments of any acquired intangible assets, including goodwill.

We may not be successful in obtaining, maintaining and enforcing sufficient intellectual property rights to protect our business, or in avoiding claims that we infringe on the intellectual property rights of others.

We rely on intellectual property rights such as patents, trademarks and copyrights, as well as unpatented proprietary knowledge and trade secrets, to protect our business. However, these rights do not afford complete protection against third parties. For example, patents, trademarks and copyrights are territorial; thus, our business will only be protected by these rights in those jurisdictions in which we have been issued patents or have trademarks or copyrights, or have obtained licenses to use such patents, trademarks or copyrights. Even so, the laws of certain countries may not protect our intellectual property rights to the same extent as do the laws of the United States. Additionally, there can be no assurance that others will not independently develop knowledge and trade secrets that are similar to ours, or develop products or brands that compete effectively with our products and brands without infringing, misusing or otherwise violating any of our intellectual property rights.

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which we have been issued patents or have trademarks or copyrights, or have obtained licenses to use such patents, trademarks or copyrights. Even so, the laws of certain countries may not protect our intellectual property rights to the same extent as do the laws of the United States. Additionally, there can be no assurance that others will not independently develop knowledge and trade secrets that are similar to ours, or develop products or brands that compete effectively with our products and brands without infringing, misusing or otherwise violating any of our intellectual property rights.

We cannot be certain that any of our current or pending patents, trademarks and copyrights will provide us with sufficient protection from competitors, or that any intellectual property rights we do hold will not be invalidated, circumvented or challenged in the future. There is also a risk that we will not be able to obtain and perfect or, where appropriate, license, the intellectual property rights necessary to support new product introductions and product innovations. Additionally, we have licensed, and may license in the future, patents, trademarks, trade secrets and other intellectual property rights to third parties. While we attempt to ensure that our intellectual property rights are protected when entering into business relationships, third parties may take actions that could materially and adversely affect our rights or the value of our intellectual property rights.

Third parties may copy or otherwise obtain and use our proprietary knowledge or trade secrets without authorization or infringe, misuse or otherwise violate our other intellectual property rights. For example, our brand names, especially Reynolds, Hefty, Diamond and Presto, are well-established in the market and have attracted infringers in the past. Additionally, we may not be able to prevent current and former employees, contractors and other parties from misappropriating our confidential and proprietary knowledge. Infringement, misuse or other violation of any of our intellectual property rights may dilute or diminish the value of our brands and products in the marketplace, which could adversely affect our results of operations and make it more difficult for us to maintain a strong market position.

Although we believe that our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties, our products and brands may infringe on the intellectual property rights of others, and in the past we have been, and in the future we may be, subject to claims asserting infringement, misuse or other violation of intellectual property rights and seeking damages, the payment of royalties or licensing fees, and/or injunctions against the sales of our products. If we are found to have infringed, misused or otherwise violated the intellectual property rights of others, we could be forced to pay damages, cease use of such intellectual property or, if we are given the opportunity to continue to use the intellectual property rights of others, we could be required to pay a substantial amount for continued use of those rights. In any case, such claims could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of their outcome.

Goodwill and indefinite-lived intangible assets are a material component of our balance sheet and impairments of these assets could have a significant impact on our results.

We have recorded a significant amount of goodwill and indefinite-lived intangible assets, representing our Reynolds and Hefty trade names, on our balance sheet. We test the carrying values of goodwill and indefinite-lived intangible assets for impairment at least annually and whenever events or circumstances indicate the carrying value may not be recoverable. The estimates and assumptions about future results of operations and cash flows made in connection with impairment testing could differ from future actual results of operations and cash flows. While we concluded that our goodwill and indefinite-lived intangible assets were not impaired during our annual impairment review performed during the fourth quarter of ~~2023~~2024, future events could cause us to conclude that the goodwill associated with a given reporting unit, or one of our indefinite-lived intangible assets, may have become impaired. Any resulting impairment charge, although non-cash, could have a material adverse effect on our results of operations and financial condition.

Some of our workforce is covered by collective bargaining agreements, and our business could be harmed in the event of a prolonged work stoppage.

Approximately 2320% of our employees are covered by collective bargaining agreements. While we believe we have good relationships with our unionized employees and we have not experienced a significant union-related work stoppage over the last ten years, if we encounter difficulties with renegotiations or renewals of collective bargaining arrangements or are unsuccessful in those efforts, we could incur additional costs and experience work stoppages. We cannot predict how stable our union relationships will be or whether we will be able to successfully negotiate successor collective bargaining agreements without impacting our financial condition. In addition, the presence of unions may limit our flexibility in dealing with our workforce. Work stoppages could negatively impact our ability to manufacture our products on a timely basis, which could have a material adverse effect on our results of operations and financial condition.

Tax legislation initiatives or challenges to our tax positions could adversely affect our operations and financial condition.

We are subject to the tax laws and regulations of the U.S. federal, state and local governments. From time to time, legislative measures may be enacted that could adversely affect our overall tax positions regarding income or other taxes. There can be no assurance that our effective tax rate or tax payments will not be adversely affected by these legislative measures.

In addition, U.S. federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations. There can be no assurance that our tax positions will be sustained if challenged by relevant tax authorities and if not sustained, there could be a material adverse effect on our results of operations, financial condition and cash flows.

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Impacts associated with a future pandemic and associated responses could adversely impact our business and results of operations.

~~The COVID-19 pandemic negatively affected certain parts of our business and operations.~~ A ~~resurgence of the COVID-19 pandemic, or a~~ future pandemic or health epidemic, could adversely impact our business and results of operations in a number of ways, including but not limited to:

•a shutdown, disruption or less than full utilization of one or more of our manufacturing, warehousing or distribution facilities, or disruption in our supply chain or customer base, including but not limited to, as a result of illness, government restrictions or other workforce disruptions;

•the failure of third parties on which we rely, including but not limited to those that supply our raw materials and other necessary operating materials, co-manufacturers and independent contractors, to meet their obligations to us, or significant disruptions in their ability to do so;

•~~new or escalated~~ government or regulatory responses in markets where we manufacture, sell or distribute our products, or in the markets of third parties on which we rely, ~~could~~preventing ~~prevent~~ or ~~disrupt~~disrupting our business operations;

•higher costs in certain areas such as front-line employee compensation, as well as incremental costs associated with newly added health screenings, temperature checks and enhanced cleaning and sanitation protocols to protect our employees~~, which we expect could increase in these or other areas~~;

•significant reductions or volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions, or financial hardship; or other pandemic related restrictions impacting consumer behavior;

•an inability to respond to or capitalize on increased demand, including challenges and increased costs associated with adding capacity and related staffing issues;

•a change in demand for or availability of our products as a result of retailers, distributors or carriers modifying their inventory, fulfillment or shipping practices; and

•the unknown duration and magnitude of a pandemic and all of its related impacts.

These and other impacts of a pandemic could have the effect of heightening many of the other risk factors disclosed in this Annual Report on Form 10-K. The ultimate impact depends on the severity and duration of the pandemic and actions taken by governmental authorities and other third parties in response, each of which is uncertain and difficult to predict. Any of these disruptions could adversely impact our business and results of operations.

Risks Related to Liquidity and Indebtedness

We have significant debt, which could adversely affect our financial condition and ability to operate our business.

As of December 31, ~~2023~~2024, we had $1,~~845~~695 million of outstanding indebtedness under our senior secured term loan facility (“Term Loan Facility”) maturing in 2027 and $~~244~~694 million of borrowing capacity under our senior secured revolving credit facility (“Revolving Facility”) maturing in ~~2026~~2029 (the Term Loan Facility and the Revolving Facility, the “External Debt Facilities”). Our debt level and related debt service obligations:

•require us to dedicate significant cash flow to the payment of principal of, and interest on, our debt, which reduces the funds we have available for other purposes, including working capital, capital expenditures and general corporate purposes;

•may limit our flexibility in planning for or reacting to changes in our business and market conditions or in funding our strategic growth plan;

•impose on us financial and operational restrictions; and

•expose us to interest rate risk on our debt obligations bearing interest at variable rates.

These restrictions could adversely affect our financial condition and limit our ability to successfully implement our growth strategy.

In addition, we may need additional financing to support our business and pursue our growth strategy, including for strategic acquisitions. Our ability to obtain additional financing, if and when required, will depend on investor demand, our operating performance, the condition of the capital markets and other factors. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and, in the case of equity and equity-linked securities, our existing stockholders may experience dilution.

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Market interest rates have increased and could continue to increase our interest costs.

Our debt bears interest at variable rates, and we may incur additional variable interest rate indebtedness in the future. This exposes us to interest rate risk, and while we have entered into a series of interest rate swaps to mitigate the risk of variable rate debt, any interest rate swaps we enter into in order to reduce interest rate volatility may not fully mitigate our interest rate risk. As of December 31, ~~2023~~2024, the unhedged portion of our Term Loan Facility was approximately $~~695~~545 million, and any borrowings under our Revolving Facility are subject to interest rate volatility.

Higher interest rates during the year ended December 31, 2023, ~~have~~ increased our debt service obligations on the unhedged variable rate indebtedness, and our net income and cash flows, including cash available for servicing our indebtedness, ~~has~~had correspondingly decreased. Further increases in interest rates on unhedged debt could further reduce our net income and cash flows, including cash available for servicing our indebtedness.

Legal, Regulatory and Compliance Risks

We are subject to governmental regulation and we may incur material liabilities under, or costs in order to comply with, existing or future laws and regulations.

Many of our products come into contact with food when used, and the manufacture, packaging, labeling, storage, distribution, advertising and sale of such products are subject to various laws designed to protect human health and the environment. For example, in the United States, many of our products are regulated by the Food and Drug Administration (including applicable current good manufacturing practice regulations) and/or the Consumer Product Safety Commission, and our product claims and advertising are regulated by the Federal Trade Commission. Most states have agencies that regulate in parallel to these federal agencies. Liabilities under, and/or costs of compliance, and the impact on us of any non-compliance with any such laws and regulations could materially and adversely affect our business, financial condition and results of operations. In addition, changes in the laws and regulations which we are subject to could impose significant limitations and require changes to our business, which in turn may increase our compliance expenses, make our business more costly and less efficient to conduct, and compromise our growth strategy.

We could incur significant liabilities related to, and significant costs in complying with, environmental, health and safety laws, regulations and permits.

Our operations are subject to various national, state, local, foreign and international environmental, health and safety laws, regulations and permits that govern, among other things, the emission or discharge of materials into the environment; the use, storage, treatment, disposal, management and release of hazardous substances and wastes; the health and safety of our employees and the end-users of our products; and the materials used in, and the recycling of, our products. These laws and regulations impose liability, which can be strict, joint and several, for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances related to our current and former sites, as well as at third party sites where we or our predecessors have sent waste for disposal. Non-compliance with, or liability related to, these laws, regulations and permits, which tend to become more stringent over time, could result in substantial fines or penalties, injunctive relief, requirements to install pollution control devices or other controls or equipment, civil or criminal sanctions, permit revocations or modifications and/or facility shutdowns, and could expose us to costs of investigation or remediation, as well as tort claims for property damage or personal injury, and could limit production.

In addition, a number of governmental authorities, both in the United States and abroad, have considered, and are expected to consider, legislation aimed at reducing the amount of plastic waste. Programs have included banning certain types of products, mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic bags and packaging material, imposing extended producer responsibility and requiring retailers or manufacturers to take back packaging used for their products. Such legislation, as well as voluntary initiatives, aimed at reducing the level of plastic ~~wastes~~waste could reduce the demand for certain plastic products, result in greater costs for manufacturers of plastic products or otherwise impact our business, financial condition and results of operations. Additional regulatory efforts addressing other environmental or safety concerns in the future could similarly impact our operations and financial results.

ESG matters, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and impact our reputation.

There has been an increased focus from stakeholders and regulators related to environmental, social and governance (“ESG”) matters across all industries in recent years. This increased focus and activism related to ESG may hinder our access to capital, as investors may reconsider their capital investment as a result of their assessment of the Company’s ESG practices. In particular, customers, consumers, investors and other stakeholders are increasingly focusing on environmental issues, including climate change, water use, deforestation, plastic waste and other sustainability concerns. Changing consumer preferences may also result in decreased demand for plastics and packaging materials, including single-use and non-recyclable plastic products and packaging, and other components of our products and their environmental impact on sustainability. These demands could impact the profitability of our products, cause us to incur additional costs, to make changes to our operations, or to make additional commitments, set targets or establish additional goals and take actions to meet them, which could expose us to market, operational and execution costs and risks.

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Concern over climate change or plastics and packaging materials, in particular, may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. Increased regulatory requirements, including in relation to various aspects of ESG, such as ~~the SEC’s disclosure proposal on climate change and~~ California’s recent enactment of climate-related disclosure laws, or environmental causes may result in increased compliance costs or input costs of energy, raw materials or compliance with emissions standards, which may cause disruptions in the manufacture of our products or an increase in operating costs. We may incur additional costs to control, assess and report on ESG metrics as the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand. Our ability to achieve any stated goal, target, or objective is subject to numerous factors and conditions, many of which are outside of our control. Any failure to achieve our ESG goals or a perception (whether or not valid) of our failure to act responsibly with respect to the environment or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters, or increased operating or manufacturing costs due to increased regulation or environmental causes could adversely affect our business and reputation.

If we do not adapt to or comply with new regulations, or fail to meet the ESG goals under our ESG framework or evolving investor, industry or stakeholder expectations and standards, or if we are perceived to have not responded appropriately to the growing concern for ESG issues, customers and consumers may choose to stop purchasing our products or purchase products from another company or a competitor, and our reputation, business or financial condition may be adversely affected.

We depend on intellectual property rights licensed from third parties, and disputes regarding, or termination of, these licenses could result in loss of rights, which could harm our business.

We are dependent in part on intellectual property rights licensed from third parties. Our licenses of such intellectual property rights may not provide exclusive or unrestricted rights in all fields of use and in all territories in which we may wish to develop or commercialize our products in the future and may restrict our rights to offer certain products in certain markets or impose other obligations on us in exchange for our rights to the licensed intellectual property. In addition, we may not have full control over the maintenance, protection or use of in-licensed intellectual property rights, and therefore we may be reliant on our licensors to conduct such activities.

Disputes may arise between us and our licensors regarding the scope of rights or obligations under our intellectual property license agreements, including the scope of our rights to use the licensed intellectual property, our rights with respect to third parties, our and our licensors’ obligations with respect to the maintenance and protection of the licensed intellectual property, and other interpretation-related issues. The agreements under which we license intellectual property rights from others are complex, and the provisions of such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the intellectual property being licensed, or increase what we believe to be our financial or other obligations under the relevant agreement. Termination of or disputes over such licenses could result in the loss of significant rights.

We are generally also subject to all of the same risks with respect to protection of intellectual property that we license as we are for intellectual property that we own. Any failure on our part or the part of our licensors to adequately protect this intellectual property could have a material adverse effect on our business and results of operations.

A cyber-attack or failure of one or more key information technology systems, operational technology systems, networks, processes, associated sites or service providers could have a material adverse impact on our business and reputation.

We rely extensively on information technology (“IT”) and operational technology (“OT”) systems, networks and services, including Internet sites, data hosting and processing facilities and tools and other hardware, software and technological applications and platforms, some of which are managed, hosted, provided and/or used by third parties or their vendors, to assist in conducting business. The various uses of these systems, networks and services include, but are not limited to:

•ordering and managing materials from suppliers;

•converting materials to finished products;

•managing our supply chain network;

•shipping products to customers;

•marketing and selling products to consumers;

•processing transactions;

•summarizing and reporting results of operations;

•hosting, processing and sharing confidential and proprietary research, business plans and financial information;

•complying with regulatory, legal or tax requirements;

•providing data security; and

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•handling other processes necessary to manage our business.

Increased cyber -security threats and cyber-crime, including advanced persistent threats, computer viruses, ransomware, other types of malicious code, hacking, phishing and social engineering schemes designed to provide access to our networks or data, pose a potential risk to the security of our IT and OT systems, networks and services, as well as the confidentiality, availability and integrity of our data. Cyber threats are becoming more sophisticated, are constantly evolving and are being made by groups and individuals with a wide range of expertise and motives, increasing the difficulty of preventing, detecting and successfully defending against them. Furthermore, our relationships with, and access provided to, third parties and their vendors may create difficulties in anticipating and implementing adequate preventative measures or fully mitigating harms after an attack or breach occurs.

We cannot guarantee that our security efforts will prevent attacks and resulting breaches or breakdowns of our, or our third-party service providers’, databases or systems. If the IT or OT systems, networks or service providers relied upon fail to function properly, or if we suffer a loss or disclosure of customers’ and consumers’ data, business or stakeholder information, due to any number of causes, ranging from catastrophic events to power outages to security breaches, or the inability to effectively address these failures on a timely basis, we may suffer interruptions in our ability to manage operations, a risk of government enforcement action, litigation and possible liability, and reputational, competitive and/or business harm, which may adversely impact our results of operations and/or financial condition. In addition, if our service providers, suppliers or customers experience a breach or unauthorized disclosure or system failure, their business could be disrupted or otherwise negatively affected, which may result in a disruption in our supply chain or reduced customer orders or other business operations, which would adversely affect us.

Legal claims and proceedings could adversely impact our business.

We may be subject to a wide variety of legal claims and proceedings. Regardless of their merit, these claims can require significant time and expense to investigate and defend. Since litigation is inherently uncertain, there is no guarantee that we will be successful in defending ourselves against such claims or proceedings, or that our assessment of the materiality of these matters, including any reserves taken in connection therewith, will be consistent with the ultimate outcome of such matters. The resolution of, or increase in the reserves taken in connection with, one or more of these matters could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Our insurance coverage may not adequately protect us against business and operating risks.

We maintain insurance for some, but not all, of the potential risks and liabilities associated with our business. For some risks, we may not obtain insurance if we believe the cost of available insurance is excessive in relation to the risks presented. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance policies are economically unavailable or available only for reduced amounts of coverage. For example, we will not be fully insured against all risks associated with pollution and other environmental incidents or impacts. Moreover, we may face losses and liabilities that are uninsurable by their nature, or that are not covered, fully or at all, under our existing insurance policies. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our cash position and results of operations.

Risks Related to Stockholder Influence, Related Party Transactions and Governance

Substantial future sales by Packaging Finance Limited or others of our common stock, or the perception that such sales may occur, could depress the price of our common stock.

Packaging Finance Limited (“PFL”) owns the majority of our outstanding common stock. We do not know whether or when PFL will sell shares of our common stock. The sale by PFL or others of a substantial number of shares of our common stock, or a perception that such sales could occur, could significantly reduce the market price of our common stock. The perception of a potential sell-down by PFL could depress the market price of our common stock and make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our certificate of incorporation and bylaws include provisions that:

•provide for a staggered board;

•require at least 66-2/3% of the votes that all of our stockholders would be entitled to cast in an annual election of directors in order to amend our certificate of incorporation and bylaws after the date on which PFL and all other entities beneficially owned by Mr. Graeme Richard Hart or his estate, heirs, executor, administrator or other personal representative, or any of his immediate family members or any trust, fund or other entity which is controlled by his estate, heirs, any of his immediate family

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members or any of their respective affiliates (PFL and all of the foregoing, collectively, the “Hart Entities”) and any other transferee of all of the outstanding shares of common stock held at any time by the Hart Entities which are transferred other than pursuant to a widely distributed public sale (“Permitted Assigns”) beneficially own less than 50% of the outstanding shares of our common stock;

•eliminate the ability of our stockholders to call special meetings of stockholders after the date on which the Hart Entities or Permitted Assigns beneficially own less than 50% of the outstanding shares of our common stock;

•prohibit stockholder action by written consent, instead requiring stockholder actions to be taken solely at a duly convened meeting of our stockholders, after the date on which the Hart Entities or Permitted Assigns beneficially own less than 50% of the outstanding shares of our common stock;

•permit our board of directors, without further action by our stockholders, to fix the rights, preferences, privileges and restrictions of preferred stock, the rights of which may be greater than the rights of our common stock;

•restrict the forum for certain litigation against us to the Court of Chancery of the State of Delaware; and

•establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. As a result, these provisions may adversely affect the market price and market for our common stock if they are viewed as limiting the liquidity of our stock. These provisions may also make it more difficult for a third party to acquire us in the future, and, as a result, our stockholders may be limited in their ability to obtain a premium for their shares of common stock.

Furthermore, we have entered into a stockholders agreement with PFL which, among other matters, provides PFL with the right to nominate a certain number of directors to our board of directors so long as the Hart Entities beneficially own at least 10% of the outstanding shares of our common stock.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. Notwithstanding the foregoing, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, the Securities Act of 1933, or any other claim for which the federal courts have exclusive jurisdiction. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations.

We intend to continue to pay regular dividends on our common stock, but our ability to do so may be limited.

We intend to continue to pay cash dividends on our common stock on a quarterly basis, subject to the discretion of our board of directors and our compliance with applicable law, and depending on our results of operations, capital requirements, financial condition, business prospects, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors deems relevant. Our ability to pay dividends is restricted by the terms of our External Debt Facilities and may be restricted by the terms of any future debt or preferred equity securities. Our dividend policy entails certain risks and limitations, particularly with respect to our liquidity. By paying cash dividends rather than investing that cash in our business or repaying any outstanding debt, we risk, among other things, slowing the expansion of our business, having insufficient cash to fund our operations or make capital expenditures or limiting our ability to incur borrowings. Our board of directors will periodically review the cash generated from our business and the capital expenditures required to finance our growth plans and determine whether to modify the amount of regular dividends, cease paying dividends, and/or declare any periodic special dividends. There can be no assurance that our board of directors will not reduce the amount of regular cash dividends or cause us to cease paying dividends altogether.

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We could incur significant liability if our separation from PEI Group fails to qualify as a tax-free transaction for U.S. federal income tax purposes.

We historically operated as part of Pactiv Evergreen Inc. (“PEI”) and its subsidiaries (together with PEI, “PEI Group”). In preparation for our IPO, PEI Group effected certain distributions pursuant to the Corporate Reorganization to transfer its interests in us to PFL in a manner that was intended to qualify as tax-free to PFL and PEI Group under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (“Code”). PEI received a tax opinion as to the tax treatment of these distributions, which relied on certain facts, assumptions, representations and undertakings from Mr. Graeme Hart, PEI Group and us regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations or undertakings are incorrect or not otherwise satisfied, PEI may not be able to rely on the opinion of tax counsel and could be subject to significant tax liabilities. Notwithstanding the opinion of tax counsel, the Internal Revenue Service (“IRS”) could determine on audit that these distributions are taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinion, or for other reasons. If the distributions are determined to be taxable for U.S. federal income tax purposes, PFL, PEI and Pactiv Evergreen Group Holdings Inc. could incur significant U.S. federal income tax liabilities, and we could also incur significant liabilities. Under the tax matters agreement between PEI and us (“Tax Matters Agreement”), we are required to indemnify PEI Group against taxes incurred by them that arise as a result of, among other things, a breach of any representation made by us, including those provided in connection with the opinion of tax counsel or us taking or failing to take, as the case may be, certain actions, in each case, that result in any of the distributions failing to meet the requirements of a tax-free distribution under Sections 355 and 368(a)(1)(D) of the Code.

PFL controls the direction of our business and PFL’s concentrated ownership of our common stock may prevent our stockholders from influencing significant decisions.

PFL owns and controls the voting power of approximately 74% of our outstanding shares of common stock. Under our stockholders agreement with PFL, PFL is entitled to nominate all of our board of directors so long as it owns at least 50% of our shares, and a majority of our board of directors so long as it owns at least 40% of our shares. Additionally, as long as PFL continues to control a majority of the voting power of our outstanding common stock, it is generally able to determine the outcome of all corporate actions requiring stockholder approval.

PFL and its affiliates engage in a broad spectrum of activities. In the ordinary course of their business activities, PFL and its affiliates may engage in activities where their interests may not be the same as, or may conflict with, the interests of our other stockholders. Other stockholders will not be able to affect the outcome of any stockholder vote while PFL controls the majority of the voting power of our outstanding common stock. As a result, PFL controls, directly or indirectly and subject to applicable law, the composition of our board of directors, which in turn will be able to control all matters affecting us, including, among others:

•any determination with respect to our business direction and policies, including the appointment and removal of officers and directors;

•the adoption of amendments to our certificate of incorporation;

•any determinations with respect to mergers, business combinations or disposition of assets;

•compensation and benefit programs and other human resources policy decisions;

•the payment of dividends on our common stock; and

•determinations with respect to tax matters.

In addition, the concentration of PFL’s ownership could also discourage others from making tender offers, which could prevent holders from receiving a premium for their common stock.

Because PFL’s interests may differ from ours or from those of our other stockholders, actions that PFL takes with respect to us, as our controlling stockholder, may not be favorable to us or our other stockholders, including holders of our common stock.

If we are no longer affiliated with PEI Group, we may be unable to continue to benefit from that relationship, which may adversely affect our operations and have a material adverse effect on us.

Our affiliation with PEI Group has provided us with increased scale and reach. We have leveraged our combined scale to coordinate purchases across our operations to reduce costs. In December 2024, the PEI Group announced it has entered into a definitive agreement to be acquired by an unrelated third party (the “PEI Group Acquisition”), pending regulatory approval. If the PEI Group Acquisition is completed, we will no longer be affiliated with PEI Group. If we no longer benefit from ~~this~~the relationship with PEI Group, whether because we are no longer affiliated with PEI Group or otherwise, it may result in increased costs for us and higher prices to our customers because we may be unable to obtain goods, services and technology from unaffiliated third parties on terms as favorable as those previously obtained. As a result of any of the above factors, we may be precluded from pursuing certain ~~opportunities that we would otherwise pursue, including growth opportunities, which in turn may adversely affect our business, financial condition and results of operations.~~

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opportunities that we would otherwise pursue, including growth opportunities, which in turn may adversely affect our business, financial condition and results of operations.

We have entered, and may continue to enter, into certain related party transactions. There can be no assurance that we could not have achieved more favorable terms if such transactions had not been entered into with related parties, or that we will be able to maintain existing terms in the future.

We have entered into various transactions with Rank Group Limited (“Rank”) and other related parties that are members of PEI Group, including, among others:

•the lease for our corporate headquarters in Lake Forest, Illinois;

•the lease for a facility used for certain research and development activities in Canandaigua, New York;

•supply agreements where we sell certain products (primarily aluminum foil containers and roll foil) to, and purchase certain products (primarily foam-related tableware) from Pactiv LLC (“Pactiv”), a member of PEI Group; ~~and~~

•a warehousing and freight services agreement whereby Pactiv provides certain logistics services to us.; and

•insurance participation in a broader affiliated program.

While we believe that all such transactions have been negotiated on an arm’s length basis and contain commercially reasonable terms, we may have been able to achieve more favorable terms had such transactions been entered into with unrelated parties. In addition, while these services are being provided to us by related parties, our operational flexibility to modify or implement changes with respect to such services or the amounts we pay for them may be limited. Such related party transactions may also potentially involve conflicts of interest; for example, in the event of a dispute under any of these related party agreements, PEI Group could decide the matter in a way adverse to us, and our ability to enforce our contractual rights may be limited.

It is also ~~likely~~possible that we may enter into related party transactions in the future. Although material related party transactions that we may enter into will be subject to approval or ratification by the Audit Committee, there can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our financial condition and results of operations, or that we could not have achieved more favorable terms if such transactions had not been entered into with related parties.

If PFL sells a controlling interest in our company to a third party in a private transaction, investors may not realize any change-of-control premium on shares of our common stock and we may become subject to the control of a presently unknown third party.

PFL owns and controls the voting power of approximately 74% of our outstanding shares of common stock. PFL has the ability, should it choose to do so, to sell some or all of its shares of our common stock in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of our company.

The ability of PFL to privately sell its shares of our common stock, with no requirement for a concurrent offer to be made to acquire all of the shares of our common stock that are publicly traded, could prevent investors from realizing any change-of-control premium on shares of our common stock that may otherwise accrue to PFL on its private sale of our common stock. Additionally, if PFL privately sells its significant equity interest in our company, we may become subject to the control of a presently unknown third party. Such third party may have conflicts of interest with those of other stockholders. In addition, if PFL sells a controlling interest in our company to a third party, our liquidity could be impaired, our outstanding indebtedness may be subject to acceleration and our commercial agreements and relationships could be impacted, all of which may adversely affect our ability to run our business as described herein and may have a material adverse effect on our results of operations and financial condition.

We are a “controlled company” within the meaning of the rules of Nasdaq and, as a result, rely on exemptions from certain corporate governance requirements.

PFL controls a majority of the voting power of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

•the requirement that a majority of the board of directors consist of independent directors;

•the requirement that our compensation, nominating and corporate governance committee be composed entirely of independent directors; and

•the requirement for an annual performance evaluation of our compensation, nominating and corporate governance committee.

While PFL controls a majority of the voting power of our outstanding common stock, we intend to rely on these exemptions and, as a result, will not have a majority of independent directors on our board of directors or a compensation, nominating and corporate governance committee consisting entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

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governance committee consisting entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

PEI Group may compete with us, and its competitive position in certain markets may constrain our ability to build and maintain partnerships.

We may face competition from a variety of sources, including Pactiv and other members of PEI Group, both today and in the future. For example, while we have supply agreements in place with Pactiv, Pactiv may still compete with us in certain products and/or in certain channels. In addition, while none of the other members of PEI Group currently manufacture or sell products that compete with our products, they may do so in the future, including as a result of acquiring a company that operates as a manufacturer of consumer products. Due to the significant resources of PEI Group, including financial resources and know-how resulting from the previous management of our business, PEI Group could have a significant competitive advantage should it decide to engage in the type of business we conduct, which may materially and adversely affect our business, financial condition and results of operations. Although Pactiv has historically sold the products (primarily tableware and cups) that we purchase from it in the foodservice business-to-business channel, after the termination of our supply agreement with Pactiv it could seek to sell such products in the retail channel or otherwise compete with us, especially where we sell private label or store brand products. As our former supplier, Pactiv would have information about products, including pricing, that could give it a competitive advantage.

In addition, we may partner with companies that compete with PEI Group in certain markets. Our affiliation with PEI Group may affect our ability to effectively partner with these companies. These companies may favor our competitors because of our relationship with PEI Group.

Conflicts of interest may arise because certain of our directors may hold a board position with PEI Group entities.

From time to time, certain of our directors may also be directors of PEI or other PEI Group entities. The interests of any such director in PEI, other PEI Group entities and us could create, or appear to create, conflicts of interest with respect to decisions involving both us and PEI or PEI Group entities that could have different implications for PEI and us. These decisions could, for example, relate to:

•disagreement over corporate opportunities;

•competition between us and PEI Group;

•employee retention or recruiting;

•our dividend policy; and

•the services and arrangements from which we benefit as a result of our relationship with PEI Group.

Conflicts of interest could also arise if we enter into any new commercial arrangements with PEI Group in the future. The presence of directors of entities affiliated with PEI on our board of directors could create, or appear to create, conflicts of interest and conflicts in allocating their time with respect to matters involving both us and any one of them, or involving us and PEI, that could have different implications for any of these entities than they do for us. Provisions of our amended and restated certificate of incorporation and amended and restated bylaws address corporate opportunities that are presented to any of our directors who, from time to time, are also directors of PEI and certain of its subsidiaries. We cannot assure you that our amended and restated certificate of incorporation will adequately address potential conflicts of interest or that potential conflicts of interest will be resolved in our favor or that we will be able to take advantage of corporate opportunities presented to any such individual who is a director of both us and PEI. As a result, we may be precluded from pursuing certain advantageous transactions or growth initiatives.

Our inability to resolve in a manner favorable to us any potential conflicts or disputes that arise between us and PEI Group, PFL or Rank with respect to our past and ongoing relationships may adversely affect our business and prospects.

Potential conflicts or disputes may arise between PEI Group, PFL or Rank and us in a number of areas relating to our past or ongoing relationships, including:

•tax, employee benefit, indemnification and other matters arising from our relationship with PEI Group, PFL or Rank;

•business combinations involving us;

•the nature, quality and pricing of services PEI Group and Rank have agreed to provide us;

•business opportunities that may be attractive to us and PEI Group;

•intellectual property or other proprietary rights; and

•joint sales and marketing activities with PEI Group.

The resolution of any potential conflicts or disputes between us, PEI Group, PFL or Rank or their subsidiaries over these or other matters may be less favorable to us than the resolution we might achieve if we were dealing with an unaffiliated third party.

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The agreements we have entered into with PEI Group and Rank are of varying durations and may be amended upon agreement of the parties. So long as it has the ability to nominate a majority of our board of directors, PFL will be able to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors, and could preclude any acquisition of our company. For so long as we are controlled by PFL, we may be unable to negotiate renewals or amendments to these agreements, if required, on terms as favorable to us as those we would be able to negotiate with an unaffiliated third party.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Governance

Our information security program is managed by a ~~dedicated~~ Chief Information Security Officer (“CISO”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture and processes, including assessing and managing our material risks from cybersecurity threats. The CISO is a Certified Information Systems Security Professional (“CISSP”), and has over 20 years of experience holding various roles in information technology and cybersecurity. The Audit Committee of our Board of Directors is charged with oversight of cybersecurity matters, including oversight of risks from cybersecurity threats.

The CISO provides quarterly reports to the Audit Committee, as well as more frequent reports to our Cyber Security Steering Committee, which includes the Chief Executive Officer, Chief Financial Officer and other members of our senior management. These reports include updates on our cyber risks and threats, the status of projects to strengthen our information security systems, assessments of our information security program, and the emerging threat landscape. Our cybersecurity program is ~~regularly~~periodically evaluated by internal and external experts, with the results of those reviews reported to senior management and the Audit Committee. We also actively engage with key vendors, and industry participants ~~and intelligence and law enforcement communities~~ as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures.

Risk Management and Strategy

We have a comprehensive cybersecurity and information security framework that includes risk assessment and mitigation ~~through a threat intelligence-driven approach, application controls and enhanced security with ransomware defense~~. ~~The~~We ~~framework~~leverage ~~leverages International Organization for Standardization 27001/27002 standards for general information technology controls,~~ the National Institute of Standards and Technology Cyber Security Framework 2.0 for measuring overall readiness to respond to cyber threats, and the Sarbanes-Oxley Act for assessment in internal controls. Our cybersecurity processes are integrated into our overall risk management ~~system~~program, and include a comprehensive cyber crisis management program that would apply if a cybersecurity related incident were to occur.

We perform response simulations, tabletop exercises and ~~response~~recovery ~~readiness~~ tests on ana ~~annual~~quarterly basis. In addition, we engage external consultants to perform penetration testing at least annually. Our cyber crisis management program includes a documented plan that provides ~~guidance to address the~~ overall coordination of our response to a major cyber ~~crisis~~incident ~~and~~as ~~plan~~well ~~for~~as ~~resources,~~a ~~actions~~resource ~~and~~engagement ~~decisions~~plan. weAs ~~may~~part ~~need~~of toour becrisis ~~prepared~~management ~~for;~~plan, aour cyber crisis communication plan accounts for timely and accurate dissemination of ~~evolving~~ information to stakeholders during the crisis,. ~~including~~Other ~~the~~components ~~timeline,~~of ~~approval~~our ~~process~~crisis ~~and~~management ~~monitoring~~plan ofare ~~messaging;~~our ~~and~~ business continuity ~~plans~~plan, that ~~document~~documents the application of specific strategies and measures to enable core business activities to continue during a cyber event, and our disaster recovery plan, that is designed to restore data and systems to their operational state. The ongoing development and maturity of our cyber crisis management program is reported to senior management quarterly. ~~Tabletop testing of the various plans occur annually with quarterly preparedness exercises.~~

With respect to third-party service providers, we perform ~~information security~~ assessments ~~and~~of ~~due~~their ~~diligence~~information ~~reviews~~security capabilities prior to entering into a contractual agreement. We also perform periodic ~~due~~information ~~diligence~~security capabilities reviews for existing third-party service providers based on the risks identified in the initial review, or if events and circumstances necessitate a review.

Refer to "“A cyber-attack or failure of one or more key information technology systems, operational technology systems, networks, processes, associated sites or service providers could have a material adverse impact on our business and reputation"” in Item 1A. "“Risk Factors"” for information regarding material risks from cybersecurity threats that affect us.

ITEM 2. PROPERTIES

Our corporate headquarters are located in Lake Forest, Illinois. In addition, as of December 31, ~~2023~~2024, our production and distribution network consisted of 2527 manufacturing and warehouse facilities in 12 states and one manufacturing facility and one warehouse in Canada, which are used to produce and store the products sold in all four of our business segments. We own the majority of our physical properties. We believe that all of our properties are in good operating condition and are suitable to adequately meet our current needs.

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ITEM 3. LEGAL PROCEEDINGS

From time to time, we are a party to various claims, charges and litigation matters arising in the ordinary course of business. Management and legal counsel regularly review the probable outcome of such proceedings. We have established reserves for legal matters that are probable and estimable, and at December 31, ~~2023~~2024, these reserves were not significant. While we cannot feasibly predict the outcome of these matters with certainty, we believe, based on examination of these matters, experience to date and discussions with counsel, that the ultimate liability, individually or in the aggregate, will not have a material adverse effect on our business, financial position, results of operations or cash flows.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Principal Market

Our common stock is listed on The Nasdaq Stock Market LLC under the “REYN” symbol and began “regular way” trading on The Nasdaq Stock Market LLC on January 31, 2020. Prior to that date, there was no public trading market for our common stock.

Stockholders

As of January 31, ~~2024~~2025, there were ~~four~~three holders of record of our common stock. The actual number of our stockholders is greater than this number, and includes beneficial owners whose shares are held in “street name” by banks, brokers and other nominees.

Dividends

We expect that our practice of paying quarterly cash dividends on our common stock will continue, although the payment of future dividends is at the discretion of our Board of Directors and will depend upon our earnings, capital requirements, financial condition, contractual restrictions (including under our External Debt Facilities) and other factors.

Equity Compensation Plan Information

The information required by this Item concerning our equity compensation plan is incorporated herein by reference to Part III, Item 12 of this report.

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Performance Graph

The following graph compares our cumulative total stockholder return from January 31, 2020 to December 31, ~~2023~~2024 to that of the S&P 500 Index, the Russell MidCap Index and a peer group. The graph assumes that the value for the investment in our common stock, each index and the peer group was $100 on January 31, 2020, and that all dividends were reinvested. The complete list of our peer group comprises: Church & Dwight Co., Inc., The Clorox Company, Colgate-Palmolive Company, Energizer Holdings, Inc., Kimberly-Clark Corporation, Newell Brands Inc., The Procter & Gamble Company, The Scotts Miracle-Gro Company, Spectrum Brands Holdings, Inc. and WD-40 Company.

Stockholder returns over the indicated period should not be considered indicative of future stockholder returns.

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ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our management’s discussion and analysis is intended to help the reader understand our results of operations and financial condition and is provided as an addition to, and should be read in connection with, our consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K.

Description of the Company and its Business Segments

We are a market-leading consumer products company with a presence in 95% of households across the United States. We produce and sell products ~~across~~that ~~three~~people ~~broad~~use ~~categories:~~in ~~cooking~~their ~~products,~~homes ~~waste~~for ~~and~~cooking, ~~storage~~serving, ~~products~~cleanup and ~~tableware~~storage. We sell our products under iconic brands such as Reynolds and Hefty and also under store brands that are strategically important to our retail partners. Overall, across both our branded and store brand offerings, we hold the #1 or #2 U.S. market share position in the majority of product categories in which we participate. Over 6550% of our revenue comes from products that are #1 in their respective categories. We have developed our market-leading position by investing in our product categories and consistently developing innovative products that meet the evolving needs and preferences of the modern consumer.

Our mix of branded and store brand products is a key competitive advantage that aligns our goal of growing the overall product categories where we have offerings. Our retail partners also measure their success in category growth, which positions us as a trusted strategic partner. Our Reynolds and Hefty brands have preeminent positions in their categories and carry strong brand recognition in household aisles.

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

•Reynolds Cooking & Baking: Through our Reynolds Cooking & Baking segment, we sell both branded and store brand aluminum foil, disposable aluminum pans, parchment paper, freezer paper, wax paper, butcher paper, plastic wrap, baking cups, oven bags and slow cooker liners. Our branded products are sold under the Reynolds Wrap, Reynolds KITCHENS and EZ Foil brands in the United States and selected international markets, under the ALCAN brand in Canada and under the Diamond brand outside of North America. With our flagship Reynolds Wrap products, we hold the #1 market position in the U.S. consumer foil market measured by retail sales and volume. We also hold the #1 market position in the Canadian branded foil market under the ALCAN brand. We have no significant branded competitor in this market. Reynolds is one of the most recognized household brands in the United States, with 98% brand awareness, and has been the top trusted brand in the consumer foil market for over 75 years, with greater than 50% market share in most of its categories. We also offer more sustainable solutions, such as Reynolds Wrap 100% recycled aluminum, unbleached parchment paper made with a chlorine-free process and coreless wax paper, which uses less packaging material than traditional wax paper rolls.

•Hefty Waste & Storage: Through our Hefty Waste & Storage segment, we produce both branded and store brand trash and food storage bags. Hefty is a well-recognized leader in the trash bag and food storage bag categories and our private label products offer value to our retail partners. Our branded products are sold under the Hefty Ultra Strong and Hefty Strong brands for trash bags, and as the Hefty and Baggies brands for our food storage bags. Hefty has 9998% brand awareness and is most commonly identified with the Brand'’s famous “Hefty! Hefty! Hefty!” slogan. We have the #1 branded market share in the U.S. large black trash bag ~~and slider bag segments~~segment, and the #2 branded market share in the slider bag and tall kitchen trash bag ~~segment~~segments. Our robust product portfolio in this segment includes a full suite of products, including sustainable solutions such as blue and clear recycling bags, compostable bags, bags made from recycled materials and orange bags through the Hefty ReNew Program.

•Hefty Tableware: Through our Hefty Tableware segment, we sell both branded and store brand disposable and compostable plates, bowls, platters, containers, cups and cutlery. Our Hefty branded products include dishes, ~~and~~ party cups, cutlery and containers. Hefty branded party cups are the #1 party cup in America measured by market share. Our branded products use our Hefty brand to represent both quality and ~~great~~ value, and we bring this same quality and value promise to all of our store brands as well. We sell across a broad range of materials and price points in all retail channels, allowing our consumers to select the product that best suits their price, function and aesthetic needs. These materials include sustainable solutions, such as Hefty ECOSAVE and Hefty Compostable Printed Paper Plates. In ~~2023~~2024, we ~~also~~increased ~~tapped~~the ~~into~~post-consumer ~~the~~recycled ~~nostalgia~~content ~~trend~~in ~~and~~some ~~brought~~of ~~back~~our ~~Zoo~~cups ~~Pals~~and ~~plates,~~we ~~garnering~~added ~~3.7~~compostable ~~billion~~party ~~media~~cups ~~impressions.~~to our assortment.

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Factors Affecting Our Results of Operations

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this Annual Report on Form 10-K titled “Risk Factors.”

Consumer Demand for our Products

Our business is largely impacted by the demands of our customers, and our success depends on our ability to anticipate and respond to changes in consumer preferences. Our products are household staples with a presence in 95% of households across the United States.

We also expect that consumers’ desire for convenience will continue to sustain demand for our products. Today’s consumers are focused on convenience, which extends into household products that improve ease of use and provide time savings, and they are willing to pay a higher price for innovative features and functionality. While advanced features are already prevalent in many of our products, we intend to continue investing in product development to accommodate the convenience-oriented lifestyles of today’s consumers. Consumer demand is also impacted by changes in consumer lifestyle, environmental concerns and other considerations. In addition, customers’ sensitivity to price points contributes to fluctuations in demand in portions of our business.

Branded products and store brand products accounted for 62% and 38% of our revenue, excluding business-to-business revenue, respectively, in the year ended December 31, ~~2023~~2024. We intend to continue investing in both our branded and store brand products to grow the entire product category. Our scale across household aisles and ability to offer both branded and store brand products enable us to grow the overall category. Through our category captain level ~~advisor~~advisorship roles with our retail partners, we offer marketing and consumer shopping strategies, both in store and online, which expand usage occasions and stimulate consumption for our categories.

Costs for Raw Materials, Energy, Labor and Freight

Our business is impacted by fluctuations in the prices of the raw materials, energy and freight costs incurred in manufacturing and distributing our products, as well as fluctuations in labor costs. The primary raw materials used to manufacture our products are plastic resins and aluminum, and we also use commodity chemicals and energy. We are exposed to commodity and other price risk principally from the purchase of resin, aluminum, natural gas, electricity, carton board and diesel. We distribute our products and receive raw materials primarily by rail and truck, which exposes us to fluctuations in labor, freight and handling costs caused by reduced rail and trucking capacity. Sales contracts for our products typically do not contain pass-through mechanisms for raw material, energy, labor and freight cost changes, but we adjust prices, where possible, in response to such price fluctuations.

Resin prices have historically fluctuated with supply and demand, changes in the prices of crude oil and natural gas, changes in refining capacity and the demand for other petroleum-based products. Aluminum prices have also historically fluctuated, as aluminum is a cyclical commodity with prices subject to global market factors. Raw material costs have also been impacted by governmental actions, such as tariffs and trade sanctions.

Purchases of most of our raw materials are based on negotiated rates with suppliers, which are linked to published indices. Typically, we do not enter into long-term purchase contracts that provide for fixed quantities or prices for our principal raw materials.

We use various strategies to manage our cost exposures on certain raw material purchases, including managing these costs through supplier negotiations and entering into contracts of varying durations, and we use naturally established forecast cycles to influence the timing of purchases of raw materials.

Furthermore, since we distribute our products and receive raw materials primarily by rail and truck, reduced availability of rail or trucking capacity and fluctuations in labor, freight and handling costs have caused us to incur increased expenses in certain periods. Where possible, we also adjust the prices of our products in response to fluctuations in production and distribution costs.

Our operating results are also impacted by energy-related cost movements, including those impacting both our manufacturing operations and transportation and utility costs.

Competitive Environment

We operate in a marketplace influenced by large retailers with strong negotiating power over their suppliers. Current trends among these large retailers include increased demand for innovative new products from suppliers, requiring suppliers to maintain or reduce product prices and to deliver products within shorter lead times. We also face the threat of competition from new entrants to our markets as well as from existing competitors, including those overseas who may have lower production costs. In addition, the timing and amount in which our competitors invest in advertising and promotional spending may vary from quarter to quarter and impact our sales volumes and financial results. See “Business - Competition” for more detail on our competitors.

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Seasonality

Portions of our business historically have been moderately seasonal. Overall, our strongest sales are in our fourth quarter and our weakest sales are in our first quarter. This is driven by higher levels of sales of cooking products around major U.S. holidays in our fourth quarter, primarily due to the holiday use of Reynolds Wrap, Reynolds Oven Bags, Reynolds Parchment Paper and disposable aluminum pans. Our tableware products generally have higher sales in the second ~~quarter~~and fourth quarters of the year, primarily due to outdoor summertime ~~use~~and holiday uses of disposable plates, cups, bowls and ~~bowls~~cutlery.

Sustainability

Interest in environmental sustainability has increased over the past decade, and it has played, and we expect it will continue to play, an increasing role in consumer purchasing decisions. For instance, there have been recent concerns about the environmental impact of single-use disposable products and products made from plastic, particularly polystyrene foam, affecting our products, especially our Hefty Tableware segment. While there is a focus on environmentally friendly products, survey results indicate that in most of our product categories, consumers continue to rank performance-related purchase criteria, such as durability and ease of use, followed by price, as top considerations, rather than sustainability. As our consumers may shift towards purchasing more sustainable products, we have focused much of our innovation efforts around sustainability. We offer a broad line of products made with recycled, renewable, recyclable and compostable materials. We intend to continue sustainability innovation in our efforts to be at the leading edge of recyclability, renewability and compostability in order to offer our customers environmentally sustainable choices. ~~During~~Our ~~the year ended December 31,~~ 2023, weacquisition ~~acquired~~of privately held Atacama Manufacturing Inc., ~~which~~enhanced isour an innovation ~~driven~~pipeline ~~company~~with ~~that~~sustainable ~~designs, formulates, manufactures and commercializes~~ products ~~that~~from ~~include recycled or renewable,~~ plant-based ~~materials~~resins.

Non-GAAP Measures

In this Annual Report on Form 10-K we use the non-GAAP financial measures “Adjusted EBITDA”, “Adjusted Net Income” and “Adjusted Diluted Earnings Per Share” (“Adjusted EPS”), which are measures adjusted for the impact of specified items and are not in accordance with GAAP.

We define Adjusted EBITDA as net income calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, depreciation and amortization and as may be further adjusted to exclude IPO and separation-related costs, as well as other non-recurring ~~costs~~items, if applicable. We define Adjusted Net Income and Adjusted EPS as Net Income and Earnings Per Share (“EPS”) calculated in accordance with GAAP, plus IPO and separation-related costs and other non-recurring costs.

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

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

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


	For the Years Ended December 31,
	2024		2023		2022
	(in millions)
Net income – GAAP	$	352	$	298	$	258
Income tax expense	99		95		80
Interest expense, net	98		119		76
Depreciation and amortization	129		124		117
IPO and separation-related costs (1)	—		—		12
Other	—		—		3
Adjusted EBITDA (Non-GAAP)	$	678	$	636	$	546

(1)Reflects costs during the year ended December 31, 2022 related to our separation to operate as a stand-alone public company as well as costs related to the IPO process. No such costs were incurred during the years ended December 31, 2024 and 2023.

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

	For the Years Ended December 31,
	2023		2022		2021
	(in millions)
Net income – GAAP	$	298	$	258	$	324
Income tax expense	95		80		106
Interest expense, net	119		76		48
Depreciation and amortization	124		117		109
IPO and separation-related costs (1)	—		12		14
Other	—		3		—
Adjusted EBITDA (Non-GAAP)	$	636	$	546	$	601

(1)Reflects costs during the years ended December 31, 2022 and 2021 related to our separation to operate as a stand-alone public company as well as costs related to the IPO process. No such costs were incurred during the year ended December 31, 2023.

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

	Year Ended December 31, 2023					Year Ended December 31, 2022					Year Ended December 31, 2021
	Year Ended December 31, 2024					Year Ended December 31, 2023					Year Ended December 31, 2022
(in millions, except for per share data)	Net Income		Diluted Shares	Diluted EPS		Net Income		Diluted Shares	Diluted EPS		Net Income		Diluted Shares	Diluted EPS
As Reported - GAAP	$	~~298~~352	210.4	$	1.4267	$	~~258~~298	210.0	$	1.2342	$	~~324~~258	~~210~~209.9	$	1.5423
Adjustments:
IPO and separation-related costs (1)	—		—	—		9—		~~210~~—	~~0.04~~—		119		~~210~~209.9	0.0504
Other (1)	—		—	—		2—		~~210~~—	~~0.01~~—		—2		—209.9	—0.01
Adjusted (Non-GAAP)	$	~~298~~352	210.4	$	1.4267	$	~~269~~298	210.0	$	1.2842	$	~~335~~269	~~210~~209.9	$	1.5928

(1)Amounts are after tax, calculated using a tax rate of 23.6% for the year ended December 31, 2022 ~~and 24.6% for the year ended December 31~~, ~~2021,~~ which is our effective tax rate for ~~the~~that ~~periods presented~~period.

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Results of Operations

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

Certain discussions in this section provide a breakdown of net revenues between our retail business and ~~our~~ non-retail business. Our retail business net revenues consist of sales to grocery stores, mass merchants, warehouse clubs, discount chains, dollar stores, drug stores, home improvement stores, military outlets and eCommerce retailers. Our non-retail business net revenues consist of aluminum sales to food service customers, which are classified as related party revenues, and industrial customers.

Discussions of the year ended December 31, ~~2022~~2023 items and comparisons between the year ended December 31, ~~2022~~2023 and the year ended December 31, ~~2021~~2022 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed on February 87, ~~2023~~2024.

Aggregation of Segment Revenue and Adjusted EBITDA

(in millions)	ReynoldsCooking & Baking		HeftyWaste & Storage		HeftyTableware		PrestoProducts		Unallocated⁽²⁾		TotalReynolds Consumer Products
Net revenues
2023	$	1,273	$	942	$	967	$	593	$	(19)	$	3,756
2024	$	1,247	$	959	$	918	$	596	$	(25)	$	3,695
2022	1,287		946		1,000		604		(20)		3,817
2023	1,273		942		967		593		(19)		3,756
Adjusted EBITDA (1)
2023	$	184	$	261	$	174	$	112	$	(95)	$	636
2024	$	222	$	272	$	147	$	130	$	(93)	$	678
2022	142		207		134		96		(33)		546
2023	184		261		174		112		(95)		636

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

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

Year Ended December 31, ~~2023~~2024 Compared with the Year Ended December 31, ~~2022~~2023

Total Reynolds Consumer Products

	For the Years Ended December 31,
(in millions, except for %)	~~2023~~2024		% ofRevenue		~~2022~~2023		% ofRevenue		Change		% Change
Net revenues	$	3,~~673~~618	98	%	$	3,~~716~~673	9798	%	$	(4355)	(1)	%
Related party net revenues	8377		2	%	~~101~~83		32	%	(186)		(187)	%
Total net revenues	3,~~756~~695		100	%	3,~~817~~756		100	%	(61)		(2)	%
Cost of sales	(2,~~814~~717)		(7574)	%	(32,~~041~~814)		(8075)	%	~~227~~97		73	%
Gross profit	~~942~~978		2526	%	~~776~~942		2025	%	~~166~~36		214	%
Selling, general and administrative expenses	(~~430~~429)		(1112)	%	(~~340~~430)		(911)	%	~~(90)~~1		~~(26)~~—	%
Other expense, net	—		—	%	~~(22)~~—		~~(1)~~—	%	22—		~~100~~—	%
Income from operations	~~512~~549		1415	%	~~414~~512		1114	%	9837		247	%
Interest expense, net	(~~119~~98)		(3)	%	(76119)		(23)	%	~~(43)~~21		~~(57)~~18	%
Income before income taxes	~~393~~451		1012	%	~~338~~393		910	%	5558		1615	%
Income tax expense	(9599)		(3)	%	(8095)		(23)	%	(154)		(194)	%
Net income	$	~~298~~352	810	%	$	~~258~~298	78	%	$	4054	1618	%
Adjusted EBITDA (1)	$	~~636~~678	1718	%	$	~~546~~636	1417	%	$	9042	167	%

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

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Components of Change in Net Revenues for the Year Ended December 31, ~~2023~~2024 vs. the Year Ended December 31, ~~2022~~2023

	Price		Volume/Mix		~~Total~~		Total
Reynolds Cooking & Baking	—	%	(1)	%	(1)	%
			Retail		Non-Retail
Hefty Waste & Storage	2	%	(2)	%	—	%
Reynolds Cooking & Baking	—	%	(1)	%	(1)	%	(2)	%
Hefty Tableware	5	%	(8)	%	(3)	%
Hefty Waste & Storage	1	%	1	%	—	%	2	%
Presto Products	—	%	(2)	%	(2)	%
Hefty Tableware	(2)	%	(3)	%	—	%	(5)	%
Total RCP	2	%	(4)	%	(2)	%
Presto Products	1	%	—	%	—	%	1	%
Total RCP	(1)	%	(1)	%	—	%	(2)	%

Total Net Revenues. Total net revenues decreased by $61 million, or 2%, to $3,~~756~~695 million. The 2% decrease was driven by alower 2% volume ~~decline~~ and 1% lower pricing ~~in our non-retail business, as well as a 2% volume decline in our retail business, partially offset by 3% higher pricing in our retail business~~. This resulted in a net revenue decline of $71 million in our non-retail business, which is in our Reynolds Cooking & Baking segment, partially offset by a $10 million increase in net revenue in our retail business across all segments.

Cost of Sales. Cost of sales decreased by $~~227~~97 million, or 73%, to $2,~~814~~717 million. The decrease was primarily driven by lower ~~volume and lower~~ material and manufacturing costs, as well as lower volume, partially offset by higher logistics costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses ("“SG&A"”) ~~increased~~decreased by $901 million, ~~or 26%,~~ to $~~430~~429 million~~, primarily due to higher personnel costs, increased investment in advertising and higher professional fees~~.

Other Expense, Net. Other expense, net ~~decreased by $22 million, or 100%, to $0 million. The decrease~~ was ~~primarily~~zero ~~attributable~~in toeach ~~IPO~~of ~~and separation-related costs in~~ the ~~prior~~twelve ~~year~~months ~~period~~ended ~~that~~December ~~did~~31, ~~not~~2024 ~~reoccur~~and ~~in the current year period~~2023.

Interest Expense, Net. Interest expense, net ~~increased~~decreased by $4321 million, or 5718%, to $~~119~~98 million. The ~~increase~~decrease was primarily due to ~~higher~~a ~~interest~~lower ~~rates,~~outstanding ~~partially~~principal ~~offset~~balance byon ~~the~~our ~~lower~~external debt facilities as a result of voluntary principal ~~balance~~payments made on our term loan facility.

Income Tax Expense. WeOur ~~recognized~~effective ~~income~~ tax ~~expense~~rate ofdeclined ~~$95~~by ~~million~~2.2%, onfrom ~~income before income taxes of $393 million (an effective tax rate of~~ 24.1%) for the year ended December 31, 2023, ~~compared~~ to ~~income~~21.9% ~~tax~~for ~~expense~~the ofyear ~~$80~~ended ~~million~~December 31, on2024. ~~income~~The ~~before~~decrease ~~income~~was ~~taxes~~primarily ofdue ~~$338~~to ~~million~~the ~~(an~~recognition ~~effective~~of ~~tax~~a ~~rate~~discrete oftax ~~23.6%)~~benefit for the ~~year~~remeasurement ~~ended~~of ~~December 31,~~deferred ~~2022.~~tax liabilities.

Adjusted EBITDA. Adjusted EBITDA increased by $9042 million, or 167%, to $~~636~~678 million. The increase in Adjusted EBITDA was primarily due to ~~previously implemented pricing actions and~~ lower material and manufacturing costs, aspartially ~~well~~offset asby ~~lower~~higher logistics costs, ~~partially~~and ~~offset~~the byimpact ~~higher~~of ~~SG&A~~lower net revenues.

Segment Information

Reynolds Cooking & Baking

	For the Years Ended December 31,
(in millions, except for %)	~~2023~~2024			~~2022~~2023			Change		% Change
Retail net revenues	$	1,~~076~~070		$	1,~~019~~076		$	57(6)	6(1)	%
Non-retail net revenues	~~197~~177			~~268~~197			(7120)		(2610)	%
Total segment net revenues	$	1,~~273~~247		$	1,~~287~~273		$	(1426)	(12)	%
Segment Adjusted EBITDA	$	~~184~~222		$	~~142~~184		$	4238	3021	%
Segment Adjusted EBITDA Margin	1418		%	1114		%

Total Segment Net Revenues. Reynolds Cooking & Baking total segment net revenues decreased by $1426 million, or 12%, to $1,~~273~~247 million. The decrease in net revenues was primarily due to alower ~~$71 million decline in our~~ non-retail ~~business, partially offset by a $57 million increase in our retail business~~volume.

Adjusted EBITDA. Reynolds Cooking & Baking Adjusted EBITDA increased by $4238 million, or 3021%, to $~~184~~222 million. The increase in Adjusted EBITDA was primarily driven by ~~the optimization of our retail product portfolio mix,~~ lower material and manufacturing costs ~~and lower logistics costs, partially offset by an increased investment in advertising~~.

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Hefty Waste & Storage

	For the Years Ended December 31,
(in millions, except for %)	~~2023~~2024			~~2022~~2023			Change		% Change
Total segment net revenues	$	~~942~~959		$	~~946~~942		$	~~(4)~~17	—2	%
Segment Adjusted EBITDA	~~261~~272			~~207~~261			5411		264	%
Segment Adjusted EBITDA Margin	28		%	2228		%

Total Segment Net Revenues. Hefty Waste & Storage total segment net revenues ~~decreased~~increased by $417 million, to $~~942~~959 million. The ~~decrease~~increase in net revenues was primarily due to ~~lower~~higher volume, ~~mostly~~and ~~offset~~timing byof ~~higher~~promotional ~~pricing due to previously implemented pricing actions~~activities.

Adjusted EBITDA. Hefty Waste & Storage Adjusted EBITDA increased by $5411 million, or 264%, to $~~261~~272 million. The increase in Adjusted EBITDA was primarily driven by ~~higher pricing due to previously implemented pricing actions and~~ lower material and manufacturing costs, asand ~~well~~the asbenefit ~~lower~~of ~~logistics~~higher ~~costs~~net revenues, partially offset by ~~lower~~higher ~~volume~~logistics ~~and an increased investment in advertising~~costs.

Hefty Tableware

	For the Years Ended December 31,
(in millions, except for %)	~~2023~~2024			~~2022~~2023			Change		% Change
Total segment net revenues	$	~~967~~918		$	~~1,000~~967		$	(3349)	(35)	%
Segment Adjusted EBITDA	~~174~~147			~~134~~174			40(27)		30(16)	%
Segment Adjusted EBITDA Margin	1816		%	1318		%

Total Segment Net Revenues. Hefty Tableware total segment net revenues decreased by $3349 million, or 35%, to $~~967~~918 million. The decrease in net revenues was primarily due to lower foam volume, ~~partially~~driven ~~offset~~ by ~~higher~~foam-related ~~pricing~~consumer ~~due~~behavior toand ~~previously~~regulatory ~~implemented~~pressure, ~~pricing~~as ~~actions~~well as lower pricing.

Adjusted EBITDA. Hefty Tableware Adjusted EBITDA ~~increased~~decreased by $4027 million, or 3016%, to $~~174~~147 million. The ~~increase~~decrease in Adjusted EBITDA was primarily driven by ~~higher~~the ~~pricing~~impact ~~due~~of ~~to previously implemented pricing actions and~~ lower ~~material~~net ~~and manufacturing costs, as well as lower logistics costs, partially offset by lower volume and an increased investment in advertising~~revenues.

Presto Products

	For the Years Ended December 31,
(in millions, except for %)	~~2023~~2024			~~2022~~2023			Change		% Change
Total segment net revenues	$	~~593~~596		$	~~604~~593		$	~~(11)~~3	~~(2)~~1	%
Segment Adjusted EBITDA	~~112~~130			96112			1618		1716	%
Segment Adjusted EBITDA Margin	1922		%	1619		%

Total Segment Net Revenues. Presto Products total segment net revenues ~~decreased~~increased by $113 million, or 21%, to $~~593~~596 million. The ~~decrease~~increase in net revenues was primarily due to ~~lower~~the ~~volume~~timing of the pass through of higher commodity costs.

Adjusted EBITDA. Presto Products Adjusted EBITDA increased by $1618 million, or 1716%, to $~~112~~130 million. The increase in Adjusted EBITDA was primarily driven by lower material and manufacturing costs, asand ~~well~~the asbenefit ~~lower~~of ~~logistics~~product ~~costs,~~portfolio ~~partially offset by lower volume~~optimization.

Seasonality

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Liquidity and Capital Resources

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

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

	For the Years Ended December 31,
(in millions)	~~2023~~2024		~~2022~~2023
Net cash provided by operating activities	$	~~644~~489	$	~~219~~644
Net cash used in investing activities	(~~110~~120)		(~~128~~110)
Net cash used in financing activities	(~~457~~346)		(~~217~~457)
Increase (decrease) in cash and cash equivalents	$	77	$	(126)
Effect of exchange rate on cash and cash equivalents	(1)		—
Net increase in cash and cash equivalents	$	22	$	77

Cash provided by operating activities

Net cash from operating activities ~~increased~~decreased by $~~425~~155 million, or ~~194~~24%, to $~~644~~489 million. The ~~increase~~decrease was primarily driven by ~~improved~~the ~~earnings~~normalization ~~and~~of inventory levels following significant reductions implemented in the ~~benefit~~year ofended ~~various~~December 31, 2023. This was partially offset by other working capital ~~reduction~~optimization initiatives and improved earnings.

Cash used in investing activities

Net cash used in investing activities ~~decreased~~increased by $1810 million, or 149%, to $~~110~~120 million. ~~The~~due ~~decrease~~to ~~was~~an ~~driven~~increase ~~primarily~~in ~~by decreased cash outlays for~~ capital ~~expenditures~~spend.

Cash used in financing activities

Net cash used in financing activities ~~increased~~decreased by $~~240~~111 million, or ~~111~~24%, to $~~457~~346 million. ~~The~~We ~~increase~~made ~~was~~voluntarily ~~primarily~~principal ~~attributable~~payments toof ~~voluntary~~$150 ~~principal~~million ~~payments~~during ~~related~~the toyear ~~our~~ended ~~Term~~December ~~Loan~~31, ~~Facility~~2024 ~~that~~compared ~~were~~to ~~made~~voluntary ~~throughout~~principal payments of $250 million during the year ended December 31, 2023.

External Debt Facilities

In February 2020, we entered into the External Debt Facilities which consists of a $2,475 million Term Loan Facility and a Revolving Facility that ~~provides~~provided for additional borrowing capacity of up to $250 million, reduced by amounts used for letters of credit. In February 2023, we amended the External Debt Facilities (“Amendment No. 1”) which replaced the benchmark from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”). Additionally, in November 2023, we further amended the External Debt Facilities (“Amendment No. 2”) to extend the maturity date of the Revolving Facility by one year. In October 2024, we further amended our External Debt Facilities (“Amendment No. 3”) to replace the undrawn $250 million revolving facility maturing in February 2026 with an undrawn $700 million revolving facility maturing in October 2029. Other than the foregoing, the material terms of the External Debt Facilities, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 23 (“Amended External Debt Facilities”) remain unchanged.

As of December 31, ~~2023~~2024, the outstanding balance under the Term Loan Facility was $1,~~845~~695 million. As of December 31, ~~2023~~2024, we had no outstanding borrowings under the Revolving Facility, and we had $6 million of letters of credit outstanding, which reduces the borrowing capacity under the Revolving Facility.

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

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Interest rate and fees

Borrowings under the Amended External Debt Facilities bear interest at a rate per annum equal to, at our option, either a base rate plus an applicable margin of 0.75% or a SOFR rate plus an applicable margin of 1.75%.

During 2020 and 2022, we entered into a series of interest rate swaps to fix the LIBOR of our External Debt Facilities. In February 2023, we amended our interest rate swaps to replace the interest rate benchmark from LIBOR to SOFR. Other than the foregoing, the material terms of the interest rate swap agreements remained unchanged, and our election to use practical expedients under Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ASU 2021-01, Reference Rate Reform (Topic 848): Scope, resulted in no material impacts on the consolidated financial statements. The aggregate notional amount of our interest rate swaps still in effect as of December 31, ~~2023~~2024 was $1,150 million, and the SOFR is fixed at an annual rate of 0.40% to 3.40% (for an annual effective interest rate of 2.15% to 5.15%, including margin). These interest rate swaps hedge a portion of the interest rate exposure resulting from our Term Loan Facility for periods ranging from ~~two~~one to ~~three~~two years.

Prepayments

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

The Borrower may voluntarily repay outstanding loans under the Term Loan Facility at any time without premium or penalty, other than customary breakage costs with respect to SOFR based loans. During the ~~year~~years ended December 31, 2024 and 2023, we made voluntary principal payments of $150 million and $250 million, respectively, related to the Term Loan Facility, which were not subject to a prepayment premium. Subsequent to December 31, 2024, we made a voluntary principal payment of $50 million related to our Term Loan Facility.

Amortization and maturity

The Term Loan Facility matures in February 2027. ~~The~~As ~~Term~~a ~~Loan~~result ~~Facility amortizes in equal quarterly installments~~ of $6previous ~~million, which commenced in June 2020, with the balance payable on maturity. During the year ended December 31, 2023, we made~~ voluntary principal ~~payments of $250 million related to our Term Loan Facility~~repayments, ~~which~~we ~~were~~have ~~first~~no ~~applied~~further ~~to pay the remaining~~ quarterly amortization payments indue ~~full,~~on ~~with~~ the ~~residual~~Term ~~balance~~Loan ~~applied to the outstanding principal balance due at maturity~~Facility.

As amended, the Revolving Facility matures in ~~February~~October ~~2026~~2029.

Guarantee and security

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

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

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Certain covenants and events of default

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

•incur additional indebtedness and guarantee indebtedness;

•create or incur liens;

•engage in mergers or consolidations;

•sell, transfer or otherwise dispose of assets;

•pay dividends and distributions or repurchase capital stock;

•prepay, redeem or repurchase certain indebtedness;

•make investments, loans and advances;

•enter into certain transactions with affiliates;

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

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

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

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

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

Accounts Receivable Factoring

We are party to a factoring agreement with JP Morgan Chase Bank, N.A. to sell certain accounts receivable up to $95 million. We had no outstanding balance owed under the factoring arrangement as of December 31, ~~2023.~~2024 ~~The~~and ~~outstanding balance owed under the factoring arrangement as of December 31, 2022 was $15 million~~2023. Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the consolidated balance sheet at the time of the sales transaction. We classify proceeds received from the sales of accounts receivable as an operating cash flow in the consolidated statement of cash flows. We record the discount as other expense, net in the consolidated statement of income.

Supply Chain Financing

During the year ended December 31, 2023, we initiated a voluntary Supply Chain Finance program (the “SCF”) with a global financial institution (the “SCF Bank”). Under the SCF, qualifying suppliers may elect to sell their receivables from us to the SCF Bank. These participating suppliers negotiate their receivables sales arrangements directly with the SCF Bank. We are not party to those agreements, nor do we provide any security or other forms of guarantees to the SCF Bank. The participation in the program is at the sole discretion of the supplier, we have no economic interest in a supplier’s decision to enter into the agreement and have no direct financial relationship with the SCF Bank, as it relates to the SCF. Once a qualifying supplier elects to participate in the SCF and reaches an agreement with the SCF Bank, they elect which individual invoices they sell to the SCF Bank.

The terms of our payment obligations are not impacted by a supplier’s participation in the SCF and as such, the SCF has no impact on our balance sheets, cash flows or liquidity. Our payment terms with our suppliers for similar services and materials within individual markets are consistent between suppliers that elect to participate in the SCF and those that do not participate.

All outstanding amounts related to suppliers participating in the SCF are recorded within accounts payable in the consolidated balance sheet and associated payments are included as an operating cash flow in the consolidated statement of cash flows. As of December 31, 2024 and 2023, the amount of obligations outstanding that we have confirmed as valid under the SCF ~~was~~were $12 million and $19 million, respectively.

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Dividends

During the year ended December 31, ~~2023~~2024, cash dividends totaling $0.92 per share were declared and paid. On January 25 30, ~~2024~~2025, a quarterly cash dividend of $0.23 per share was declared and is to be paid on February 29 28, ~~2024~~2025. We expect to continue paying cash dividends on a quarterly basis; however, future dividends are at the discretion of our Board of Directors and will depend upon our earnings, capital requirements, financial condition, contractual limitations (including under the Amended External Debt Facilities) and other factors.

****

We believe that our projected cash position, cash flows from operations, including proceeds from factored receivables, and available borrowings under the Revolving Facility are sufficient to meet debt service, capital expenditures and working capital needs for the foreseeable future. However, we cannot ensure that our business will generate sufficient cash flow from operations or that future borrowings will be available under our borrowing agreements in amounts sufficient to pay indebtedness or fund other liquidity needs. Actual results of operations will depend on numerous factors, many of which are beyond our control as further discussed in “Item 1A. Risk Factors”.

Contractual Obligations

The following table summarizes our material contractual obligations as of December 31, ~~2023~~2024:

(in millions)	Total		Less thanone year		One to threeyears		Three to fiveyears		Greater thanfive years
Long-term debt (1)	$	21,~~262~~918	$	~~135~~107	$	~~270~~1,811	$	~~1,857~~—	$	—
Operating lease liabilities (2)	~~119~~123		2127		4347		2632		2917
Finance lease liabilities	2220		2		4		4		1210
Unconditional capital expenditure obligations	4051		4051		—		—		—
Postretirement benefit plan obligations	1615		2		43		2		8
Total contractual obligations	$	2,~~459~~127	$	~~200~~189	$	~~321~~1,865	$	~~1,889~~38	$	4935

(1)Total obligations for long-term debt consist of the principal amounts and interest obligations. The interest rate on the floating rate debt balances has been assumed to be the same as the rate in effect as of December 31, ~~2023~~2024.

(2)Total operating lease liabilities include $5517 million in commitments related to operating leases executed that have not yet commenced.

As of December 31, ~~2023~~2024, our liabilities for uncertain tax positions and defined benefit pension obligations totaled $1312 million. The ultimate timing of these liabilities cannot be determined; therefore, we have excluded these amounts from the contractual obligations table above.

Off-Balance Sheet Arrangements

We have no material off-balance sheet obligations.

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Critical Accounting Estimates

The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our consolidated financial statements. Critical accounting estimates are those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition and results of operations. Specific areas requiring the application of management’s estimates and judgments include, among others, assumptions pertaining to valuation assumptions of goodwill and intangible assets, useful lives of long-lived assets and sales incentives. Accordingly, a different financial presentation could result depending on the judgments, estimates or assumptions that are used. A summary of our significant accounting policies and use of estimates is contained in Note 2 - Summary of Significant Accounting Policies of our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We believe that the accounting estimates and assumptions described below involve significant subjectivity and judgment, and changes to such estimates or assumptions could have a material impact on our financial condition or operating results. Therefore, we consider an understanding of the variability and judgment required in making these estimates and assumptions to be critical in fully understanding and evaluating our reported financial results.

Revenue Recognition-Sales Incentives

We routinely commit to one-time or ongoing trade-promotion programs with our customers. Programs include discounts, allowances, shelf-price reductions, end-of-aisle or in-store displays of our products and graphics and other trade-promotion activities conducted by the customer, such as coupons. Collectively, we refer to these as sales incentives or trade promotions. Costs related to these programs are recorded as a reduction to revenue. Our trade promotion accruals are primarily based on estimated volume and incorporate historical sales and spending trends by customer and category. The determination of these estimated accruals requires judgment and may change in the future as a result of changes in customer promotion participation, particularly for new programs and for programs related to the introduction of new products. Final determination of the total cost of a promotion is dependent upon customers providing information about proof of performance and other information related to the promotional event. This process of analyzing and settling trade-promotion programs with customers could impact our results of operations and trade promotion accruals depending on how actual results of the programs compare to original estimates. Sales incentives represented 5%, 45%, and 4% of total net revenues for the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively. As of December 31, ~~2023~~2024 and ~~2022~~2023, we had accruals of $4036 million and $3840 million, respectively, reflected on our consolidated balance sheets in Accrued and other current liabilities related to sales incentive programs.

Goodwill, Indefinite-Lived Intangible Assets and Long-Lived Assets

We test our goodwill and other indefinite-lived intangible assets for impairment annually in the fiscal fourth quarter unless there are indications during a different interim period that these assets may have become impaired. No impairments were identified as a result of our impairment review performed annually during the fourth quarter of fiscal years ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022.

Goodwill

Our reporting units for goodwill impairment testing purposes are Reynolds Cooking & Baking, Hefty Waste & Storage, Hefty Tableware and Presto Products. No instances of impairment were identified during the fiscal year ~~2023~~2024 annual impairment review. All of our reporting units had fair values that significantly exceeded recorded carrying values. However, future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwill as described below could result in significantly different estimates of the fair values.

In our evaluation of goodwill impairment, we have the option to first assess qualitative factors such as the maturity and stability of the reporting unit, the magnitude of the excess fair value over carrying value from the prior year’s impairment testing, other reporting unit operating results as well as new events and circumstances impacting the operations at the reporting unit level. If the result of a qualitative test indicates a potential for impairment, or if we voluntarily elect, a quantitative test is performed, wherein we compare the estimated fair value of each reporting unit to its carrying value. In all instances where a quantitative test was performed, the estimated fair value exceeded the carrying value of the reporting unit and none of our reporting units were at a risk of failing the quantitative test. If the estimated fair value of any reporting unit had been less than its carrying value, an impairment charge would have been recorded for the amount by which the reporting unit’s carrying amount exceeds its fair value.

To determine the fair value of a reporting unit as part of our quantitative test, we use a capitalization of earnings method under the income approach. Under this approach, we estimate the forecasted Adjusted EBITDA of each reporting unit and capitalize this amount using a multiple. The Adjusted EBITDA amounts are consistent with those we use in our internal planning, which gives consideration to actual business trends experienced and the long-term business strategy. The selection of a capitalization multiple incorporates consideration of comparable entity trading multiples within the same industry and recent sale and purchase transactions. Changes in such estimates or the application of alternative assumptions could produce different results.

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Indefinite-Lived Intangible Assets

Our indefinite-lived intangible assets consist of certain trade names. We test indefinite-lived intangible assets for impairment on an annual basis in the fourth quarter and whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We have the option to first assess qualitative factors such as the maturity of the trade name, the magnitude of the excess fair value over carrying value from the prior year’s impairment testing, as well as new events and circumstances impacting the trade name. If the result of a qualitative test indicates a potential for impairment, or if we voluntarily elect, a quantitative test is performed. If the carrying amount of such asset exceeds its estimated fair value, an impairment charge is recorded for the difference between the carrying amount and the estimated fair value. When a quantitative test is performed we use a relief from royalty computation under the income approach to estimate the fair value of our trade names. This approach requires significant judgments in determining (i) the estimated future branded revenue from the use of the asset; (ii) the relevant royalty rate to be applied to these estimated future cash flows; and (iii) the appropriate discount rates applied to those cash flows to determine fair value. Changes in such estimates or the use of alternative assumptions could produce different results. No instances of impairment were identified during the fiscal year ~~2023~~2024 annual impairment review. Each of our indefinite-lived intangible assets had fair values that significantly exceeded recorded carrying values.

Long-Lived Assets

Long-lived assets, including finite-lived intangible assets, are reviewed for possible impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not be recoverable. Our impairment review requires significant management judgment, including estimating the future success of product lines, future sales volumes, revenue and expense growth rates, alternative uses for the assets and estimated proceeds from the disposal of the assets. We review business plans for possible impairment indicators. Impairment occurs when the carrying amount of the asset (or asset group) exceeds its estimated future undiscounted cash flows. When impairment is indicated, an impairment charge is recorded for the difference between the asset’s carrying value and its estimated fair value. Depending on the asset, estimated fair value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition. The use of different assumptions would increase or decrease the estimated fair value of assets and would increase or decrease any impairment measurement.

Recent Accounting Pronouncements

New accounting guidance that we have recently adopted, as well as accounting guidance that has been recently issued but not yet adopted by us, is included in Note 2 - Summary of Significant Accounting Policies of our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, we are subject to risks from adverse fluctuations in interest rates and commodity prices. Our objective in managing our exposure to market risk is to limit the impact on earnings and cash flow.

Interest Rate Risk

We had significant variable rate debt commitments outstanding as of December 31, ~~2023~~2024, which accrue interest at the SOFR rate plus an applicable margin of 1.75%. These on-balance sheet financial instruments expose us to interest rate risk.

During 2020 and 2022, we entered into a series of interest rate swaps which fixed the LIBOR of our External Debt Facilities. In February 2023, we amended our interest rate swaps to replace the interest rate benchmark from the LIBOR to SOFR. Other than the foregoing, the material terms of the interest rate swap agreements remained unchanged, and our election to use practical expedients under ASUs 2020-04 and 2021-01 resulted in no material impacts on the consolidated financial statements. The aggregate notional amount of our interest rate swaps still in effect as of December 31, ~~2023~~2024 was $1,150 million, and the SOFR is fixed at an annual rate of 0.40% to 3.40% (for an annual effective interest rate of 2.15% to 5.15%, including margin). These interest rate swaps hedge a portion of the interest rate exposure resulting from our Term Loan Facility for periods ranging from ~~two~~one to ~~three~~two years. We classify these instruments as cash flow hedges. Our average variable rate for the remaining notional amount of $1,150 million is a one-month SOFR plus an applicable margin of 1.75%. The fair value of our interest rate swaps included on our consolidated balance sheets as of December 31, ~~2023~~2024 was $3016 million. Refer to Note 8 – Financial Instruments for further detail.

(in millions)	Pay fixed / receive variable notional		Average pay rate (1)
Maturity date	Pay fixed / receive variable notional (in millions)		Average pay rate (1)
2024	—		—
2025	$	150	2.2	%
2025	150		2.2	%
2026	1,000		4.7	%
Total	$	1,150

(1) Includes 1.75% applicable margin on the one-month SOFR.

Based on the unhedged outstanding borrowings under the Term Loan Facility as of December 31, ~~2023~~2024, a 100-basis point increase (decrease) in the interest rates under the Term Loan Facility would result in a $75 million increase (decrease) in interest expense, per annum, on our borrowings.

Commodity Risk

We are exposed to commodity and other price risk principally from the purchase of resin, aluminum, natural gas, electricity, carton board and diesel. In some instances, we use contracts of varying durations along with strategic pricing mechanisms to manage volatility for a portion of our commodity costs, but derivative instruments are not currently being used to manage these risks.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			45
Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021			47
Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022			47
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021			48
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022			48
Consolidated Balance Sheets as of December 31, 2023 and 2022			49
Consolidated Balance Sheets as of December 31, 2024 and 2023			49
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021			50
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022			50
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021			51
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022			51
Notes to the Consolidated Financial Statements			52

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Reynolds Consumer Products Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Reynolds Consumer Products Inc. and its subsidiaries (the “Company”) as of December 31, ~~2023~~2024 and ~~2022~~2023, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, ~~2023~~2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company'’s internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2023~~2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company'’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company'’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition for Certain Contracts with Customers

As described in Note 2 to the consolidated financial statements, the Company recorded total net revenues of $3,~~756~~695 million for the year ended December 31, ~~2023~~2024, of which a portion relates to certain contracts with customers, recorded net of discounts, allowances and trade promotions (collectively referred to as “sales incentives”) recognized throughout the year. Consideration in contracts with customers is variable due to anticipated reductions such as sales incentives. Accordingly, revenues are recorded net of estimated sales incentives recognized throughout the year and as of year-end. The transaction price is estimated based on the amount of consideration to which management believes the Company will be entitled, using an expected value method.

The principal ~~consideration~~considerations for our determination that performing procedures relating to revenue recognition for certain contracts with customers is a critical audit matter is a high degree of auditor effort in performing procedures related to revenue recognition for certain contracts with customers, recorded net of sales incentives recognized throughout the year.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process. These procedures also included, among others (i) evaluating certain revenue transactions by testing the issuance and settlement of invoices and credit memos, tracing transactions not settled to a detailed listing of accounts receivable, and testing the completeness and accuracy of data provided by management; (ii) evaluating and recalculating, on a sample basis, certain sales incentives recognized by obtaining and inspecting source documents, such as executed contracts and support for the amount; and (iii) evaluating, on a sample basis, outstanding customer invoice balances as of December 31, ~~2023~~2024 by obtaining and inspecting source documents, such as executed contracts, invoices, proof of shipment, and subsequent cash receipts.

/s/PricewaterhouseCoopers LLP

Chicago, Illinois

February 75, ~~2024~~2025

We have served as the Company’s auditor since 2015.

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Reynolds Consumer Products Inc.

Consolidated Statements of Income

For the Years Ended December 31

(in millions, except for per share data)

	2023		2022		2021
	2024		2023		2022
Net revenues	$	3,~~673~~618	$	3,~~716~~673	$	3,~~445~~716
Related party net revenues	8377		~~101~~83		~~111~~101
Total net revenues	3,~~756~~695		3,~~817~~756		3,~~556~~817
Cost of sales	(2,~~814~~717)		(32,~~041~~814)		(23,~~745~~041)
Gross profit	~~942~~978		~~776~~942		~~811~~776
Selling, general and administrative expenses	(~~430~~429)		(~~340~~430)		(~~320~~340)
Other expense, net	—		~~(22)~~—		(1322)
Income from operations	~~512~~549		~~414~~512		~~478~~414
Interest expense, net	(~~119~~98)		(76119)		(4876)
Income before income taxes	~~393~~451		~~338~~393		~~430~~338
Income tax expense	(9599)		(8095)		(~~106~~80)
Net income	$	~~298~~352	$	~~258~~298	$	~~324~~258
Earnings per share
Basic	$	1.4268	$	1.2342	$	1.5423
Diluted	$	1.4267	$	1.2342	$	1.5423
Weighted average shares outstanding:
Basic	210.01		~~209~~210.80		209.8
Diluted	210.04		~~209~~210.90		209.89

See accompanying notes to the consolidated financial statements.

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Reynolds Consumer Products Inc.

Consolidated Statements of Comprehensive Income

For the Years Ended December 31

(in millions)

	2023		2022		2021
	2024		2023		2022
Net income	$	~~298~~352	$	~~258~~298	$	~~324~~258
Other comprehensive income (loss), net of income taxes:
Other comprehensive (loss) income, net of income taxes:
Currency translation adjustment	—(3)		~~(1)~~—		—(1)
Employee benefit plans	11(3)		11		411
Interest rate derivatives	(13)		32		5
Derivative instruments	(9)		(13)		32
Other comprehensive income (loss), net of income taxes	(2)		42		9
Other comprehensive (loss) income, net of income taxes	(15)		(2)		42
Comprehensive income	$	~~296~~337	$	~~300~~296	$	~~333~~300

See accompanying notes to the consolidated financial statements.

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Reynolds Consumer Products Inc.

Consolidated Balance Sheets

As of December 31

(in millions, except for per share data)

	2023		2022
	2024		2023
Assets
Cash and cash equivalents	$	~~115~~137	$	38115
Accounts receivable, net	~~347~~337		~~348~~347
Other receivables	7		157
Related party receivables	76		7
Inventories	~~524~~567		~~722~~524
Other current assets	4147		41
Total current assets	1,~~041~~101		1,~~171~~041
Property, plant and equipment, net	~~732~~758		~~722~~732
Operating lease right-of-use assets, net	5690		6556
Goodwill	1,895		1,~~879~~895
Intangible assets, net	~~1,001~~972		1,~~031~~001
Other assets	5557		6155
Total assets	$	4,~~780~~873	$	4,~~929~~780
Liabilities
Accounts payable	$	~~219~~319	$	~~252~~219
Related party payables	34		4634
Current portion of long-term debt	—		25
Current operating lease liabilities	20		16
Current operating lease liabilities	16		14
Income taxes payable	5		22
Income taxes payable	22		14
Accrued and other current liabilities	161		187
Accrued and other current liabilities	187		145
Total current liabilities	539		478
Total current liabilities	478		496
Long-term debt	1,686		1,832
Long-term debt	1,832		2,066
Long-term operating lease liabilities	73		42
Long-term operating lease liabilities	42		53
Deferred income taxes	342		357
Deferred income taxes	357		365
Long-term postretirement benefit obligation	14		16
Long-term postretirement benefit obligation	16		34
Other liabilities	77		72
Other liabilities	72		47
Total liabilities	$	2,731	$	2,797
Total liabilities	$	2,797	$	3,061
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock, $0.001 par value; 2,000 shares authorized; 210 shares issued and outstanding	—		—
Common stock, $0.001 par value; 2,000 shares authorized; 210.2 shares issued and outstanding	—		—
Additional paid-in capital	1,~~396~~413		1,~~385~~396
Accumulated other comprehensive income	5035		5250
Retained earnings	~~537~~694		~~431~~537
Total stockholders’ equity	12,~~983~~142		1,~~868~~983
Total liabilities and stockholders’ equity	$	4,~~780~~873	$	4,~~929~~780

See accompanying notes to the consolidated financial statements.

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Reynolds Consumer Products Inc.

Consolidated Statements of Stockholders’ Equity

(in millions, except for per share data)

	CommonStock		AdditionalPaid-inCapital		RetainedEarnings		AccumulatedOtherComprehensiveIncome		TotalEquity
Balance as of December 31, 2020	$	—	$	1,381	$	233	$	1	$	1,615
Net income	—		—		324		—		324
Other comprehensive income, net of income taxes	—		—		—		9		9
Dividends ($0.92 per share declared and paid)	—		—		(192)		—		(192)
Balance as of December 31, 2021	$	—	$	1,381	$	365	$	10	$	1,756
Net income	—		—		258		—		258
Other comprehensive income, net of income taxes	—		—		—		42		42
Dividends ($0.92 per share declared and paid)	—		—		(192)		—		(192)
Other	—		4		—		—		4$	4
Balance as of December 31, 2022	$	—	$	1,385	$	431	$	52	$	1,868
Net income	—		—		298		—		298
Other comprehensive loss, net of income taxes	—		—		—		(2)		(2)
Other comprehensive income, net of income taxes	—		—		—		(2)		(2)
Dividends ($0.92 per share declared and paid)	—		—		(192)		—		(192)
Other	—		11		—		—		11
Balance as of December 31, 2023	$	—	$	1,396	$	537	$	50	$	1,983
Net income	—		—		352		—		352
Other comprehensive loss, net of income taxes	—		—		—		(15)		(15)
Dividends ($0.92 per share declared and paid)	—		—		(192)		—		(192)
Other	—		17		(3)		—		14
Balance as of December 31, 2024	$	—	$	1,413	$	694	$	35	$	2,142

See accompanying notes to the consolidated financial statements.

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Reynolds Consumer Products Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31

(in millions)

	2023		2022		2021
	2024		2023		2022
Cash provided by operating activities
Net income	$	~~298~~352	$	~~258~~298	$	~~324~~258
Adjustments to reconcile net income to operating cash flows:
Depreciation and amortization	~~124~~129		~~117~~124		~~109~~117
Deferred income taxes	(511)		1(5)		221
Stock compensation expense	1419		514		45
Change in assets and liabilities:
Accounts receivable, net	—11		~~(31)~~—		(2431)
Other receivables	71		~~(3)~~7		(3)
Related party receivables	—1		3—		~~(2)~~3
Inventories	~~198~~(42)		~~(139)~~198		(~~165~~139)
Accounts payable	~~(31)~~95		(1431)		71(14)
Related party payables	~~(12)~~—		8(12)		~~(3)~~8
Income taxes payable / receivable	9(17)		139		~~(7)~~13
Accrued and other current liabilities	42(26)		142		~~(15)~~1
Other assets and liabilities	—(23)		—		~~(1)~~—
Net cash provided by operating activities	~~644~~489		~~219~~644		~~310~~219
Cash used in investing activities
Acquisition of property, plant and equipment	(~~104~~120)		(~~128~~104)		(~~141~~128)
Acquisition of business	~~(6)~~—		—(6)		—
Net cash used in investing activities	(~~110~~120)		(~~128~~110)		(~~141~~128)
Cash used in financing activities
Repayment of long-term debt	(~~262~~150)		(25262)		(~~125~~25)
Dividends paid	(192)		(192)		(192)
Other financing activities	(34)		—(3)		—
Net cash used in financing activities	(~~457~~346)		(~~217~~457)		(~~317~~217)
Effect of exchange rate changes on cash and cash equivalents	(1)		—		—
Cash and cash equivalents:
Increase (decrease) in cash and cash equivalents	7722		~~(126)~~77		(~~148~~126)
Balance as of beginning of the year	38115		~~164~~38		~~312~~164
Balance as of end of the year	$	~~115~~137	$	38115	$	~~164~~38

Cash paid:
Interest – long-term debt, net of interest rate swaps	~~114~~$	98	68$	114	41$	68
Income taxes	90125		6490		9164

Significant non-cash investing and financing activities

Refer to Note 7 – Leases for details of non-cash additions to lease right-of-use assets, net as a result of changes in lease liabilities.

See accompanying notes to the consolidated financial statements.

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Note 1 – Description of Business and Basis of Presentation

Description of Business:

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

Basis of Presentation:

We have prepared the accompanying audited consolidated financial statements in accordance with United States generally accepted accounting principles (“GAAP”).

Note 2 – Summary of Significant Accounting Policies

Basis of Consolidation:

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates:

We prepare our consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions that affect a number of amounts in our consolidated financial statements. Significant accounting policy elections, estimates and assumptions include, among others, valuation assumptions of goodwill and intangible assets, useful lives of long-lived assets, sales incentives, income taxes and benefit plan assumptions. We base our estimates on historical experience and other assumptions that we believe are reasonable. If actual amounts differ from estimates, we include the revisions in our consolidated results of operations in the period the actual amounts become known. Historically, the aggregate differences, if any, between our estimates and actual amounts in any year have not had a material effect on our consolidated financial statements.

Currency Translation:

Our consolidated financial statements are presented in U.S. dollars, which is our reporting currency. We translate the results of operations of our subsidiaries with functional currencies other than the U.S. dollar using average exchange rates during each period and translate balance sheet accounts using exchange rates at the end of each period. We record currency translation adjustments as a component of stockholders’ equity within accumulated other comprehensive income and transaction gains and losses in other expense, net in our consolidated statements of income.

Cash and Cash Equivalents:

Cash and cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or less. We maintain our bank accounts with a relatively small number of high quality financial institutions. Cash balances held by non-U.S. entities as of December 31, ~~2023~~2024 and ~~2022~~2023 were $1210 million and $212 million, respectively.

Accounts Receivable:

Accounts receivable are recorded at face amounts less an allowance for doubtful accounts. The allowance is an estimate based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable balance. We evaluate the aging of the accounts receivable balances and the financial condition of our customers to estimate the amount of accounts receivable that may not be collected in the future and record the appropriate provision. The allowance for doubtful accounts was not material as of December 31, ~~2023~~2024 and ~~2022~~2023.

We are party to a factoring agreement with JP Morgan Chase Bank N.A. to sell certain accounts receivable up to $95 million. We had no outstanding balance owed under the factoring arrangement as of December 31, 2024 and 2023. Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the consolidated balance sheet at the time of the sales transaction. We classify proceeds received from the sales of accounts receivable as an operating cash flow in the consolidated statement of cash flows. We record the discount as other expense, net in the consolidated statement of income.

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Inventories:

We value our inventories using the first-in, first-out method. Inventory is valued at actual cost, which includes raw materials, supplies, direct labor and manufacturing overhead associated with production. Inventory is stated at the lower of cost or net realizable value, which includes any costs to sell or dispose. In addition, appropriate consideration is given to obsolescence, excessive inventory levels, product deterioration and other factors in evaluating net realizable value.

Long-Lived Assets:

Property, plant and equipment are stated at historical cost less depreciation, which is computed using the straight-line method over the estimated useful lives of the assets. Machinery and equipment are depreciated over periods ranging from 5 to 20 years and buildings and building improvements over periods ranging from 15 to 40 years. Finite-lived intangible assets, which primarily consist of customer relationships, are stated at historical cost and amortized using the straight-line method (which reflects the pattern of how the assets’ economic benefits are consumed) over the assets’ estimated useful lives which range from 18 to 20 years.

Expenditures for maintenance and repairs are expensed as incurred. When property, plant or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and any gain or loss realized on disposition is reflected in other expense, net in our consolidated statements of income.

We review long-lived assets, including finite-lived intangible assets, for recoverability on an ongoing basis. Changes in depreciation or amortization are recorded prospectively when estimates of the remaining useful lives or residual values of long-lived assets change. We also review our long-lived assets for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, we perform undiscounted cash flow analysis to determine if an impairment exists. When testing for asset impairment, we group assets and liabilities at the lowest level for which cash flows are separately identifiable. If an impairment loss is recorded, it is calculated as the excess of the asset’s carrying value over its estimated fair value as determined by an estimate of discounted future cash flows. Depending on the nature of the asset, impairment losses are recorded in either cost of sales or selling, general and administrative expenses in our consolidated statements of income. There were no impairments of long-lived assets in any of the years presented.

Leases:

We determine whether a contract is or contains a lease at contract inception. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets are recognized at the commencement date at the value of the lease liability, adjusted for any prepayments, lease incentives received and initial direct costs incurred. Lease liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term. For operating leases, following initial recognition, lease liability balances are amortized using the effective interest method, while the related operating lease ROU assets are adjusted by the difference between the fixed lease expense recognized under a straight-line method and the interest expense associated with the effective interest method in the period.

Some of our leases contain non-lease components, for example common area or other maintenance costs, that relate to the lease components of the agreement. Non-lease components and the lease components to which they relate are accounted for as a single lease component as we have elected to combine lease and non-lease components for all classes of underlying assets. All operating lease cash payments are recorded within cash flows from operating activities in the consolidated statements of cash flows. Principal cash payments on finance leases are recorded within cash flows from financing activities, while interest payments associated with finance leases are recorded within cash flows from operating activities in the consolidated statements of cash flows. Our lease agreements do not include significant restrictions, covenants or residual value guarantees.

Goodwill and Indefinite-Lived Intangible Assets:

Goodwill represents the excess of purchase price over the fair value of net assets acquired. We test goodwill for impairment on an annual basis in the fourth quarter and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. We assess goodwill impairment risk by performing a qualitative review of entity-specific, industry, market and general economic factors affecting our goodwill reporting units. Depending on factors such as prior-year test results, current year developments, current risk evaluations and other practical considerations, we may elect to perform quantitative testing instead. In our quantitative testing, we compare a reporting unit’s estimated fair value with its carrying value. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans and industry and economic conditions. The key assumptions associated with determining the estimated fair value are forecasted Adjusted EBITDA and a relevant earnings multiple. Our actual results and conditions may differ over time. If the carrying value of a reporting unit’s net assets exceeds its fair value, we would recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value.

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Goodwill and Indefinite-Lived Intangible Assets:

Supply Chain Financing:

All outstanding amounts related to suppliers participating in the SCF are recorded within accounts payable in the consolidated balance sheet and associated payments are included as an operating cash flow in the consolidated statement of cash flows. ~~As of December 31, 2023, the amount of obligations outstanding that we have confirmed as valid under the SCF was $19 million.~~

Our outstanding obligations confirmed as valid under our SCF for the year ended December 31, 2024 is as follows:


	As of December 31,
	2024
	(in millions)
Confirmed obligations outstanding at the beginning of the year	$	19
Invoices confirmed during the year	60
Confirmed invoices paid during the year	(67)
Confirmed obligations outstanding at the end of the year	$	12

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Revenue Recognition:

After assessing our customers’ creditworthiness, we recognize revenue when control over products transfers to our customers, which generally occurs upon delivery or shipment of the products. We account for product shipping, handling and insurance as fulfillment activities, with revenues for these activities recorded in net revenues and costs recorded in cost of sales. Any taxes collected on behalf of government authorities are excluded from net revenues.

Consideration in our contracts with customers is variable due to anticipated reductions such as discounts, allowances and trade promotions, collectively referred to as “sales incentives”. Accordingly, revenues are recorded net of estimated sales incentives, recognized throughout the year and as of year-end. The transaction price reflects our estimate of the amount of consideration to which we will be entitled, using an expected value method. We base these estimates principally on historical utilization and redemption rates, anticipated performance and our best judgment at the time to the extent that it is probable that a significant reversal of revenue recognized will not occur. Estimates of sales incentives are monitored and adjusted each period until the sales incentives are realized.

We consider purchase orders, which in some cases are governed by master supply agreements, to be the contracts with a customer. Key sales terms, such as pricing and quantities ordered, are established frequently, so most customer arrangements and related sales incentives have a duration of one year or shorter. We generally do not have any unbilled receivables at the end of a period. Deferred revenues are not material and primarily include customer advance payments typically collected a few days before product delivery, at which time deferred revenues are reclassified and recorded as net revenues. We generally do not receive non-cash consideration for the sale of goods nor do we grant payment financing terms greater than one year. We do not incur any significant costs to obtain a contract.

Marketing, Advertising and Research and Development:

We promote our products with marketing and advertising programs. These programs include, but are not limited to, cooperative advertising, in-store displays and consumer marketing promotions. The costs of end-consumer marketing programs that are conducted in conjunction with our customers, such as coupons, are recorded as a reduction to revenue. We do not defer these costs on our consolidated balance sheets and all marketing and advertising costs are recorded as an expense in the year incurred. Advertising expense was $7978 million, $5979 million and $4359 million in the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively. We expense product research and development costs as incurred. Research and development expense was $4445 million, $3844 million and $3638 million in the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively. We record marketing and advertising as well as research and development expenses in selling, general and administrative expenses.

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Stock-based Compensation:

Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the period in which the ~~awards~~award ~~vest~~vests in accordance with applicable guidance under Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. InWe ~~contemplation~~have ~~of us issuing shares to the public, we~~ granted restricted stock units (“RSUs”) ~~in July 2019~~ to certain members of management, pursuant to retention agreements entered into with these employees. These RSUs vest upon satisfaction of both a performance-based vesting condition, which was satisfied when we completed our IPO on February 4, 2020, and ~~a service-based vesting condition, which was satisfied with respect~~ to one-third of an employee’s RSUs on each anniversary from the date of our IPO for three consecutive years, subject to the employee’s continued employment through the applicable vesting date. We have also granted RSUs to certain members of ~~management and to certain members of~~ our Board of Directors that have a service-based vesting condition. In addition, we have granted performance stock units (“PSUs”) to certain members of management that have a performance-based vesting condition. We account for forfeitures of outstanding but unvested grants in the period they occur.

Interest Rate Derivatives:

We manage interest rate risk by using interest rate derivative instruments. Interest rate swaps (pay fixed, receive variable) are entered into as cash flow hedges to manage a portion of the interest rate risk associated with our floating-rate borrowings.

We record interest rate derivative instruments at fair value (Level 2) and on a net basis by counterparty based on our master netting arrangements. The fair value of our interest rate derivatives is determined using a discounted cash flow method based on market-based swap yield curves, taking into account current interest rates. The instruments are classified in our consolidated balance sheets in other assets or other liabilities, as applicable. Cash flows from interest rate derivative instruments are classified as operating activities in our consolidated statements of cash flows based on the nature of the derivative instrument. We have elected to use hedge accounting for our interest rate derivative instruments. Accordingly, the effective portion of the gain or loss on the open hedging instrument is recorded in other comprehensive income and is reclassified into earnings as interest expense, net when settled. We terminate derivative instruments if the underlying asset or liability matures or is repaid, or if we determine the underlying forecasted transaction is no longer probable of occurring.

Income Taxes:

Our income tax expense includes amounts payable or refundable for the current year, the effects of deferred taxes and impacts from uncertain tax positions. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of our assets and liabilities, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those differences are expected to reverse.

The realization of certain deferred tax assets is dependent on generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. When assessing the need for a valuation allowance, we consider any carryback potential, future reversals of existing taxable temporary differences (including liabilities for unrecognized tax benefits), future taxable income and tax planning strategies.

We recognize the tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon resolution. Future changes related to the expected resolution of uncertain tax positions could affect tax expense in the period when the change occurs.

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Income Taxes:

Fair Value Measurements and Disclosures:

GAAP establishes a hierarchy for measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following three levels of inputs may be used to measure fair value:

•Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.

•Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Our assets and liabilities measured at fair value on a recurring basis are presented in Note 8 - Financial Instruments. We had no assets or liabilities measured at fair value on a non-recurring basis in any of the years presented.

In addition to fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require disclosures regarding the fair value of all of our financial instruments. The carrying values of cash equivalents, accounts receivables, other receivables, related party receivables, accounts payable, related party payables and accrued and other current liabilities are reasonable estimates of their fair values as of December 31, ~~2023~~2024 and ~~2022~~2023 due to the short-term nature of these instruments.

Recently Adopted Accounting Guidance:

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

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

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and subsequently in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, both of which provide optional expedients to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate (“LIBOR”), and other interbank offered rates expected to be discontinued, to alternative reference rates. Each of these ASUs were effective upon its issuance and could be applied prospectively through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which amended the sunset date of the guidance in Topic 848 to December 31, 2024 from December 31, 2022. We adopted the standards as of January 1, 2023. As a result of the planned phase out of the LIBOR as a reference rate and adoption of ASU 2020-04 and ASU 2021-01, in February 2023 we amended our external debt facilities and related interest rate swaps to replace the interest rate benchmark from LIBOR to the Secured Overnight Financing Rate (“SOFR”), and applied practical expedients under the guidance. The adoption of these ASUs did not have a material impact on our consolidated financial statements.

In September 2022, FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. These amendments require disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations. These amendments were effective for fiscal years beginning after December 31, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 31, 2023. We adopted the standard, other than the amendment on rollforward information, as of January 1, 2023. The adoption relates to disclosure only, and does not have an impact on the amounts recognized in our consolidated financial statements.

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Recently Adopted Accounting Guidance:

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and subsequently in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, both of which provide optional expedients to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate (“LIBOR”), and other interbank offered rates expected to be discontinued, to alternative reference rates. Each of these ASUs were effective upon its issuance and could be applied prospectively through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which amended the sunset date of the guidance in Topic 848 to December 31, 2024 from December 31, 2022. We adopted the standards as of January 1, 2023. As a result of the planned phase out of the LIBOR as a reference rate and adoption of ASU 2020-04 and ASU 2021-01, in February 2023 we amended our external debt facilities and related interest rate swaps to replace the interest rate benchmark from LIBOR to the Secured Overnight Financing Rate (“SOFR”), and applied practical expedients under the guidance. The adoption of these ASUs did not have a material impact on our consolidated financial statements.

In September 2022, FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. These amendments require disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations. These amendments were effective for fiscal years beginning after December 31, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 31, 2023. We adopted the standard as of January 1, 2023. The adoption relates to disclosure only and does not have an impact on the amounts recognized in our consolidated financial statements.

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280), which enhances disclosures about significant segment expenses by requiring disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted the standard as of January 1, 2024, with no material impact on our consolidated financial statements.

Recently Issued Accounting Guidance:

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280), which enhances disclosures about significant segment expenses by requiring disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently assessing the impact of this standard on our consolidated financial statements.

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740), which enhances disclosures within the income tax rate reconciliation and information disclosed related to income taxes paid, and requires disaggregation of certain financial statement captions between domestic, foreign, federal and state. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently assessing the impact of this standard on our consolidated financial statements.

In March 2024, the SEC adopted final rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which will require public companies to include climate-related disclosures in their annual reports and registration statements. The final rules will require, among other matters, information about climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, a registrant, including on its strategy, results of operations, or financial condition. In addition, under the final rules, certain disclosures related to severe weather events and other natural conditions will be required in the audited financial statements. The disclosure requirements related to financial statements are expected to be effective for our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We are currently assessing the impact of these rules on our consolidated financial statements and related disclosures.

In November 2024, FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which will require additional disclosure about specific expense categories included in the income statement. Annual disclosure requirements will be effective for us in our Annual Report on Form 10-K for the fiscal year ending December 31, 2026, and quarterly disclosure requirements will be effective for us in the first quarter of 2027, with early adoption permitted. We are currently assessing the impact of this standard on our consolidated financial statements and related disclosures.

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Note 3 – Inventories

Inventories consisted of the following:

	As of December 31,
	2023		2022
	2024		2023
	(in millions)
Raw materials	$	~~153~~129	$	~~215~~153
Work in progress	60		8160
Finished goods	~~260~~318		~~383~~260
Spare parts	5160		4351
Inventories	$	~~524~~567	$	~~722~~524

Note 4 – Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following:

	As of December 31,
	2023		2022
	2024		2023
	(in millions)
Land and land improvements	$	4647	$	4446
Buildings and building improvements	~~220~~230		~~203~~220
Machinery and equipment	1,~~279~~355		1,~~202~~279
Construction in progress	8487		9484
Property, plant and equipment, at cost	1,~~629~~719		1,~~543~~629
Less: accumulated depreciation	(~~897~~961)		(~~821~~897)
Property, plant and equipment, net	$	~~732~~758	$	~~722~~732

Depreciation expense was $9398 million, $8693 million and $7886 million for the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively, of which $8289 million, $7682 million and $7076 million, respectively, was recognized in cost of sales and $119 million, $1011 million and $810 million, respectively, was recognized in selling, general and administrative expenses.

57Note 5 – Goodwill and Intangible Assets

Goodwill by reportable segment was as follows:


	Reynolds Cooking & Baking		Hefty Waste & Storage		Hefty Tableware		Presto Products		Total
	(in millions)
Balance as of December 31, 2022	$	794	$	505	$	282	$	298	$	1,879
Acquisition of business (1)	—		—		16		—		16
Balance as of December 31, 2023	794		505		298		298		1,895
Movements	—		—		—		—		—
Balance as of December 31, 2024	$	794	$	505	$	298	$	298	$	1,895

(1) During the year ended December 31, 2023, we recognized $16 million of goodwill associated with the acquisition of Atacama Manufacturing Inc. The acquisition did not have a material impact on our financial statements.

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Note 5 – Goodwill and Intangible Assets

Goodwill by reportable segment was as follows:

	Reynolds Cooking & Baking		Hefty Waste & Storage		Hefty Tableware		Presto Products		Total
	(in millions)
Balance as of December 31, 2021	$	794	$	505	$	282	$	298	$	1,879
Movements	—		—		—		—		—
Balance as of December 31, 2022	794		505		282		298		1,879
Acquisition of business (1)	—		—		16		—		16
Balance as of December 31, 2023	$	794	$	505	$	298	$	298	$	1,895

(1) During the year ended December 31, 2023, we recognized $16 million of provisional goodwill associated with the acquisition of Atacama Manufacturing Inc. The acquisition did not have a material impact on our financial statements.

Intangible assets, net consisted of the following:

	As of December 31, 2023						As of December 31, 2022
	As of December 31, 2024						As of December 31, 2023
	Grosscarryingamount		Accumulatedamortization		Net		Gross carrying amount		Accumulated amortization		Net
	(in millions)
Finite-lived intangible assets
Customer relationships	$	580	$	(~~429~~458)	$	~~151~~122	$	580	$	(~~400~~429)	$	~~180~~151
Trade names	25		(25)		—		25		(2425)		1—
Total finite-lived intangible assets	605		(~~454~~483)		~~151~~122		605		(~~424~~454)		~~181~~151
Indefinite-lived intangible assets
Trade names	850		—		850		850		—		850
Total intangible assets	$	1,455	$	(~~454~~483)	$	~~1,001~~972	$	1,455	$	(~~424~~454)	$	1,~~031~~001

Amortization expense for intangible assets was $3029 million ~~for the year ended December 31~~, ~~2023,~~$30 million and $31 million for ~~each of~~ the years ended December 31, ~~2022~~2024, 2023 and ~~2021~~2022, respectively, and has been recognized in selling, general and administrative expenses.

Estimated annual amortization for intangible assets over the next five calendar years are as follows:

(in millions)			~~2024~~2025						~~2025~~2026						~~2026~~2027						~~2027~~2028						~~2028~~2029
Estimated annual amortization			$	(29)					$	29(22)					$	22(21)					$	21(18)					$	18(17)

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Notes to the Consolidated Financial Statements

Note 6 – Debt

Long-Term Debt:

Long-term debt consisted of the following:

	As of December 31,
	2023		2022
	2024		2023
	(in millions)
Term Loan Facility	$	1,~~845~~695	$	21,~~107~~845
Deferred financing transaction costs	(128)		(1412)
Original issue discounts	(1)		(21)
	1,832		2,091
Long-term debt	$	1,686	$	1,832
Less: current portion	—		(25)
Long-term debt	$	1,832	$	2,066

External Debt Facilities

In February 2020, we entered into new external debt facilities (“External Debt Facilities”), which ~~consist~~consisted of (i) a $2,475 million senior secured term loan facility (“Term Loan Facility”); and (ii) a $250 million senior secured revolving credit facility (“Revolving Facility”). In February 2023, we amended the External Debt Facilities (“Amendment No. 1”) which replaced the interest rate benchmark from LIBOR to the SOFR. Additionally, in November 2023, we further amended the External Debt Facilities (“Amendment No. 2”) to extend the maturity of the Revolving Facility by one year. In October 2024, we further amended our External Debt Facilities (“Amendment No. 3”) to replace the undrawn $250 million revolving facility maturing in February 2026 with an undrawn $700 million revolving facility maturing in October 2029. Other than the foregoing, the material terms of the External Debt Facilities, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 23 (“Amended External Debt Facilities”) remained unchanged, and our election to use practical expedients under ASU 2020-04 and ASU 2021-01, as described in Note 2 - Summary of Significant Accounting Policies, resulted in no material impacts on our ~~condensed~~ consolidated financial statements.

Borrowings under the Amended External Debt Facilities bear interest at a rate per annum equal to, at our option, either a base rate plus an applicable margin of 0.75% or a SOFR plus an applicable margin of 1.75%. We have entered into a series of interest rate swaps to hedge a portion of the interest rate exposure resulting from these borrowings. Refer to Note 8 – Financial Instruments for further details.

Term Loan Facility

The Term Loan Facility matures in February 2027. ~~The~~As ~~Term~~a ~~Loan~~result ~~Facility amortizes in equal quarterly installments~~ of $6voluntary ~~million,~~principal ~~which commenced in June 2020~~repayments, ~~with~~ the ~~balance payable on maturity. During the year ended December 31, 2023, we made voluntary principal payments of $250 million on our~~ Term Loan Facility, ~~which~~has ~~were~~no ~~first applied to pay the~~ remaining quarterly amortization payments ~~in full, with the residual balance applied to the outstanding principal balance~~ due ~~at maturity~~. During the ~~year~~years ended December 31, ~~2021~~2024 and 2023, we made voluntary principal ~~payments~~repayments of $~~100~~150 million onand ~~our Term Loan Facility~~$250 million, ~~which were applied to the outstanding principal balance~~respectively.

Revolving Facility

In November 2023, we amended the External Debt Facilities to extend the maturity date of the Revolving Facility by one year. ~~The~~In ~~Revolving~~October ~~Facility~~2024, ~~matures~~we further amended the External Debt Facilities to replace the undrawn $250 million revolving facility maturing in February 2026 ~~and~~with an undrawn $700 million revolving facility maturing in October 2029. The Revolving Facility includes a sub-facility for letters of credit. As of December 31, ~~2023~~2024, we had no outstanding borrowings under the Revolving Facility, and we had $6 million of letters of credit outstanding, which reduces the borrowing capacity under the Revolving Facility.

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Notes to the Consolidated Financial Statements

Fair Value of Our Long-Term Debt

The fair value of our long-term debt as of December 31, ~~2023~~2024, which is a Level 2 fair value measurement, approximates the carrying value due to the variable market interest rate and the stability of our credit profile.

Interest expense, net:

Interest expense, net consisted of the following:

	For the Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
	(in millions)
Interest expense, Term Loan Facility	$	~~142~~127	$	74142	$	4174
Amortization of deferred financing transaction costs	4		4		4
Interest rate swaps (benefit) expense	(2931)		(629)		2(6)
Other	(2)		42		14
Interest expense, net	$	~~119~~98	$	76119	$	4876

Scheduled Maturities

Below is a schedule of required future repayments on our debt outstanding as of December 31, ~~2023~~2024:

	(in millions)
2024	$	—
2025	$	—
2025	—
2026	—
2027	1,~~845~~695
Total long-term debt	$	1,~~845~~695

~~Note 7 – Leases~~61

We lease certain buildings and plant and equipment. Our leases have reasonably assured remaining lease terms of up to 13 years. Certain leases include options to renew for up to 15 years. At lease inception, we determine the lease term by assuming the exercise of those renewal options that are reasonably certain. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the measurement of ROU assets and lease liabilities. Variable payments for real estate leases relate primarily to common area maintenance, insurance, taxes and utilities associated with the properties. Variable payments for equipment leases relate primarily to hours, miles, or other quantifiable usage factors, which are not determinable at the time of lease inception. These variable payments are expensed as incurred. The discount rate applied to our leases in determining the present value of lease payments is our incremental borrowing rate based on the information available at the commencement date. Leases with an initial term of 12 months or less are not recorded in our consolidated balance sheets and we recognize lease expense for these leases on a straight-line basis over the lease term.

Operating lease costs consisted of the following:

	As of December 31,
	2023		2022		2021
	(in millions)
Operating lease costs	$	18	$	17	$	15
Variable lease costs	1		1		1
Short-term lease costs	4		4		3
Total operating lease costs	$	23	$	22	$	19

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

~~Lease~~Note ~~costs~~7 ~~related~~– ~~to the amortization of finance lease assets and interest on finance lease liabilities were not material for the years ended December 31, 2023, 2022 and 2021.~~Leases

We lease certain buildings and plant and equipment. Our leases have reasonably assured remaining lease terms of up to 12 years. Certain leases include options to renew for up to 15 years. At lease inception, we determine the lease term by assuming the exercise of those renewal options that are reasonably certain. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the measurement of ROU assets and lease liabilities. Variable payments for real estate leases relate primarily to common area maintenance, insurance, taxes and utilities associated with the properties. Variable payments for equipment leases relate primarily to hours, miles, or other quantifiable usage factors, which are not determinable at the time of lease inception. These variable payments are expensed as incurred. The discount rate applied to our leases in determining the present value of lease payments is our incremental borrowing rate based on the information available at the commencement date. Leases with an initial term of 12 months or less are not recorded in our consolidated balance sheets and we recognize lease expense for these leases on a straight-line basis over the lease term.

Operating lease costs consisted of the following:


	As of December 31,
	2024		2023		2022
	(in millions)
Operating lease costs	$	23	$	18	$	17
Variable lease costs	—		1		1
Short-term lease costs	4		4		4
Total operating lease costs	$	27	$	23	$	22

Lease costs related to the amortization of finance lease assets and interest on finance lease liabilities were not material for the years ended December 31, 2024, 2023 and 2022.

Future lease payments under non-cancellable leases were as follows:

	As of December 31, 2023
	As of December 31, 2024
	Operating Leases		Finance Leases		Total
	(in millions)
2024	$	18	$	2	$	20
2025	$	25	$	2	$	27
2025	17		2		19
2026	22		2		24
2026	12		2		14
2027	19		2		21
2027	8		2		10
2028	14		2		16
2028	4		2		6
2029	11		2		13
Thereafter	515		1210		1725
Total undiscounted lease payments	64106		2220		86126
Less: imputed interest	(613)		(65)		(1218)
Present value of lease liabilities	$	5893	$	1615	$	74108

As of December 31, ~~2023~~2024, we had an additional $5517 million in commitments related to operating leases executed that have not yet commenced. The leases are expected to commence during ~~2024~~2025.

~~Lease liabilities and ROU assets included in our consolidated balance sheets were as follows:~~62

		As of December 31,
		2023		2022
		(in millions)
Operating leases	Balance Sheet Classification
Right-of-use assets	Operating lease right-of-use assets	$	56	$	65
Current lease liabilities	Current operating lease liabilities	$	16	$	14
Non-current lease liabilities	Long-term operating lease liabilities	42		53
Total operating lease liabilities		$	58	$	67
Finance leases	Balance Sheet Classification
Right-of-use assets	Other assets	$	16	$	12
Current lease liabilities	Accrued and other current liabilities	$	1	$	1
Non-current lease liabilities	Other liabilities	15		11
Total finance lease liabilities		$	16	$	12

During the years ended December 31, 2023 and 2022, new leases and lease modifications resulted in the recognition of operating ROU assets and corresponding operating lease liabilities totaling $6 million and $23 million, respectively. During the years ended December 31, 2023 and 2022, new leases resulted in the recognition of finance lease ROU assets and corresponding finance lease liabilities totaling $6 million and $12 million, respectively.

During the years ended December 31, 2023, 2022 and 2021, cash flows from operating activities in the consolidated statements of cash flows reflected $18 million, $17 million and $15 million, respectively, of payments for operating lease liabilities. Payments for finance lease liabilities in the years ended December 31, 2023, 2022 and 2021 were not material.

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Lease liabilities and ROU assets included in our consolidated balance sheets were as follows:


		As of December 31,
		2024		2023
		(in millions)
Operating leases	Balance Sheet Classification
Right-of-use assets	Operating lease right-of-use assets	$	90	$	56
Current lease liabilities	Current operating lease liabilities	$	20	$	16
Non-current lease liabilities	Long-term operating lease liabilities	73		42
Total operating lease liabilities		$	93	$	58

Finance leases	Balance Sheet Classification
Right-of-use assets	Other assets	$	15	$	16
Current lease liabilities	Accrued and other current liabilities	$	1	$	1
Non-current lease liabilities	Other liabilities	14		15
Total finance lease liabilities		$	15	$	16

During the years ended December 31, 2024 and 2023, new leases and lease modifications resulted in the recognition of operating ROU assets and corresponding operating lease liabilities totaling $53 million and $6 million, respectively. During the year ended December 31, 2023, new leases resulted in the recognition of finance lease ROU assets and corresponding finance lease liabilities totaling $6 million. New leases and lease modifications resulting in the recognition of finance lease ROU assets and corresponding finance lease liabilities were not material during the year ended December 31, 2024.

During the years ended December 31, 2024, 2023 and 2022, cash flows from operating activities in the consolidated statements of cash flows reflected $21 million, $18 million and $17 million, respectively, of payments for operating lease liabilities. Payments for finance lease liabilities in the years ended December 31, 2024, 2023 and 2022 were not material.

The weighted average remaining lease term and weighted average discount rates were as follows:

	As of December 31, 2023
	As of December 31, 2024
	Operating Leases		Finance Leases
Weighted-average remaining lease term (in years)	45.2406		1110.5769
Weighted-average discount rate	54.0195	%	5.5253	%

Note 8 – Financial Instruments

Interest Rate Derivatives

During 2020 and 2022, we entered into a series of interest rate swaps to fix the LIBOR of our External Debt Facilities. In February 2023, we amended our interest rate swaps to replace the interest rate benchmark from LIBOR to SOFR. Other than the foregoing, the material terms of the interest rate swap agreements remain unchanged, and our election to use practical expedients under ASUs 2020-04 and 2021-01, as described in Note 2 - Summary of Significant Accounting Policies, resulted in no material impacts on our ~~condensed~~ consolidated financial statements. The aggregate notional amount of the interest rate swaps still in effect as of December 31, ~~2023~~2024 was $1,150 million, and the SOFR is fixed at an annual rate of 0.40% to 3.40% (for an annual effective interest rate of 2.15% to 5.15%, including margin).

The interest rate swaps outstanding as of December 31, ~~2023~~2024 hedge a portion of the interest rate exposure resulting from our Term Loan Facility for periods ranging from ~~two~~one to ~~three~~two years. We classified these instruments as cash flow hedges.

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Notes to the Consolidated Financial Statements

The following table provides the notional amounts, the annual rates, the weighted average annual effective rates, and the fair value of our interest rate derivatives:

(In millions)	Notional Amount		Annual Rate	Weighted Average Annual Effective Rate	Fair Value - Other Current Assets		Fair Value - Other Assets
As of December 31, 2024	$	1,150	2.15% to 5.15%	4.38%	$	15	$	1
As of December 31, 2023	$	1,150	2.15% to 5.15%	4.38%	$	23	$	7
As of December 31, 2022(1)	$	1,150	2.19% to 5.19%	4.42%	$	25	$	23

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

Note 9 – Benefit Plans

Defined Benefit Plan

We have a defined benefit plan for certain of our employees, which is non-contributory and eligible employees are fully vested after five years of service. The impact of the liability of the defined benefit plan on our consolidated balance sheets as of December 31, ~~2023~~2024 and ~~2022~~2023 was not material.

Defined Contribution Plans

We offer defined contribution plans to eligible employees in the United States as well as employees in certain other countries. Our expense relating to defined contribution plans was $2932 million, $2729 million and $2627 million for the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively.

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Postretirement Benefit Plan

Certain of our employees in the United States participate in a postretirement benefit plan. Our postretirement benefit plan is not funded. The changes in and the amount of the accumulated postretirement benefit obligation were as follows:

	As of December 31,
	2023		2022
	2024		2023
	(in millions)
Accumulated postretirement benefit obligation as of January 1	$	3416	$	4834
Service cost	—		1—
Interest cost	21		12
Benefits paid	(2)		(2)
Actuarial gains	~~(18)~~—		(1418)
Accumulated postretirement benefit obligation as of December 31	$	1615	$	3416

The accrued benefit obligation was included in our consolidated balance sheets as follows:

	As of December 31,
	2023		2022
	2024		2023
	(in millions)
Accrued and other current liabilities	$	2	$	2
Long-term postretirement benefit obligation	1413		3214
	$	1615	$	3416

~~A portion of our accrued benefit obligation has been recorded in accumulated other comprehensive income as follows:~~64

	As of December 31, 2021		Changes		As of December 31, 2022		Changes		As of December 31, 2023
	(in millions)
Net actuarial gain	$	15	$	14	$	29	$	15	$	44
Deferred income tax expense	(3)		(3)		(6)		(4)		(10)
Accumulated other comprehensive income	$	12	$	11	$	23	$	11	$	34

We used the following weighted-average assumptions to determine our postretirement benefit obligations:

	As of December 31,
	2023		2022
Discount rate	4.95	%	5.18	%
Health care cost trend rate assumed for next year	8.00	%	7.00	%
Ultimate trend rate	4.50	%	4.50	%
Year that the rate reaches the ultimate trend rate	2033		2032

The year-end discount rate for our plan reflects a weighted-average rate from a high-quality corporate bond yield curve that matches the expected duration of the benefit payments. Changes in our discount rates were primarily the result of changes in bond yields year-over-year. Our expected health care cost trend rate is based on historical costs and long-term expectations. We also review our participation rates based on historical actual and expected trends on an annual basis. An update to the participation rate assumption was the primary driver of the actuarial gain in the year ended December 31, 2023.

Components of Net Periodic Postretirement Costs:

Our total net periodic pension and postretirement benefit cost for each of the years ended December 31, 2023, 2022 and 2021 was not material.

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

A portion of our accrued benefit obligation has been recorded in accumulated other comprehensive income as follows:


	As of December 31, 2022		Changes		As of December 31, 2023		Changes		As of December 31, 2024
	(in millions)
Net actuarial gain	$	29	$	15	$	44	$	(4)	$	40
Deferred income tax expense	(6)		(4)		(10)		1		(9)
Accumulated other comprehensive income	$	23	$	11	$	34	$	(3)	$	31

We used the following weighted-average assumptions to determine our postretirement benefit obligations:


	As of December 31,
	2024		2023
Discount rate	5.58	%	4.95	%
Health care cost trend rate assumed for next year	8.50	%	8.00	%
Ultimate trend rate	4.40	%	4.50	%
Year that the rate reaches the ultimate trend rate	2035		2033

Components of Net Periodic Postretirement Costs:

Our total net periodic pension and postretirement benefit cost for each of the years ended December 31, 2024, 2023 and 2022 was not material.

We used the following weighted-average assumptions to determine our net periodic postretirement health care cost:

	For the Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
Discount rate	54.1895	%	25.9018	%	2.5490	%
Health care cost trend rate assumed for next year	78.00	%	67.6000	%	6.9060	%
Ultimate trend rate	4.50	%	4.50	%	4.50	%
Year that the rate reaches the ultimate trend rate	~~2032~~2033		~~2029~~2032		2029

Future Benefit Payments:

Expected contributions for the next fiscal year equal the estimated benefit payments of $2 million.

Our estimated future benefit payments for our postretirement benefit plan as of December 31, ~~2023~~2024 were as follows:

	(in millions)
2024	$	2
2025	$	2
2025	2
2026	2
2027	1
2028	1
2029-2033	6
2029	1
2030-2034	6

~~Note 10 – Stock-based Compensation~~65

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

In addition, in conjunction with our Corporate Reorganization and IPO in February 2020, we established an equity incentive plan for purposes of granting stock-based compensation awards to certain of our senior management, our non-executive directors and to certain employees, to incentivize their performance and align their interests with ours. We have granted RSUs to certain employees and non-employee directors that have a service-based vesting condition. In addition, we have granted performance stock units (“PSUs”) to certain members of management that have a performance-based vesting condition. We account for forfeitures of outstanding but unvested grants in the period they occur. A maximum of 10.5 million shares of common stock were initially available for issuance under equity incentive awards granted pursuant to the plan. In the year ended December 31, 2023, 0.3 million RSUs and 0.2 million PSUs were granted.

A summary of activity for RSUs and PSUs for the year ended December 31, 2023 is as follows (in millions, except for per share data):

	Shares	Weighted-Average Grant-Date Fair Value Per Share
Unvested, at December 31, 2022	0.4	$	29.64
Granted	0.5	29.19
Forfeited	—	29.91
Vested	(0.2)	29.24
PSU performance adjustment	0.1	29.79
Unvested, at December 31, 2023	0.8	$	29.49

Unrecognized compensation expense relating to unvested RSUs as of December 31, 2023, was $5 million, which is expected to be recognized over a weighted average period of 1.35 years.

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Notes to the Consolidated Financial Statements

~~Unrecognized~~Note ~~compensation~~10 ~~expense~~– ~~relating~~Stock-based ~~to unvested PSUs as of December 31, 2023, was $3 million, which is expected to be recognized over a weighted average period of 1.77 years.~~Compensation

~~There~~Our ~~were~~equity incentive plan was established in 2020 for purposes of granting stock-based compensation awards to certain members of our senior management, ~~representing~~our ~~0.8 million~~non-executive ~~shares~~directors and 0to certain employees, to incentivize their performance and align their interests with ours.~~4 million~~ ~~shares~~We ~~outstanding~~have atgranted ~~December 31,~~RSUs ~~2023~~to certain employees and ~~2022,~~non-employee ~~respectively~~directors that have a service-based vesting condition. ~~Stock~~In addition, we have granted PSUs to certain members of management that have a performance-based ~~compensation~~vesting ~~expense~~condition. ~~was~~We ~~$14~~account ~~million,~~for $forfeitures of outstanding but unvested grants in the period they occur. A maximum of 10.5 million ~~and~~shares $4of ~~million~~common stock were initially available for issuance under equity incentive awards granted pursuant to the ~~years~~plan. In the year ended December 31, ~~2023~~2024, ~~2022~~0.3 million RSUs and ~~2021,~~0.3 ~~respectively~~million PSUs were granted.

A summary of activity for RSUs and PSUs for the year ended December 31, 2024 is as follows (in millions, except for per share data):


	Shares	Weighted-Average Grant-Date Fair Value Per Share
Unvested, at December 31, 2023	0.8	$	29.49
Granted	0.6	27.80
Forfeited	—	—
Vested	(0.3)	29.33
PSU performance adjustment	0.2	27.73
Unvested, at December 31, 2024	1.3	$	28.52

Unrecognized compensation expense relating to unvested RSUs as of December 31, 2024, was $5 million, which is expected to be recognized over a weighted average period of 1.23 years.

Unrecognized compensation expense relating to unvested PSUs as of December 31, 2024, was $6 million, which is expected to be recognized over a weighted average period of 1.63 years.

There were stock-based compensation awards, representing 1.3 million shares and 0.8 million shares outstanding at December 31, 2024 and 2023, respectively. Stock-based compensation expense was $19 million, $14 million and $5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Note 11 – Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:

	As of December 31,
	2023		2022
	2024		2023
	(in millions)
Accrued personnel costs	76$	66	35$	76
Trade promotion allowances	$36	40	$40	38
Other	7159		7271
Accrued and other current liabilities	$	~~187~~161	$	~~145~~187

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Note 12 – Other Expense, Net

Other expense, net consisted of the following:

	For the Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
	(in millions)
IPO and separation-related costs (1)	$	—	$	12—	$	1412
Other	—		10—		~~(1)~~10
Other expense, net	$	—	$	22—	$	1322

(1)Reflects costs related to our separation to operate as a stand-alone public company and the IPO process.

Note 13 – Commitments and Contingencies

Legal Proceedings:

We are from time to time party to litigation, legal proceedings and tax examinations arising from our operations. Most of these matters involve allegations of damages against us ~~relating~~related to employment matters, consumer complaints, advertising/~~labelling~~labeling claims, personal injury claims and commercial or contractual disputes. We record estimates for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on our assessment of the facts and circumstances as of December 31, ~~2023~~2024, we do not believe any of these matters, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our financial position, results of operations or cash flows in a future period.

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Note 14 – Accumulated Other Comprehensive Income

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

	Currency Translation Adjustments		Employee Benefit Plans		~~Interest~~Derivative ~~Rate Derivatives~~Instruments		Accumulated Other Comprehensive Income
	(in millions)
Balance as of December 31, 2020	$	(6)	$	8	$	(1)	$	1
Gain arising during the period	—		6		4		10
Reclassification to earnings	—		(1)		2		1
Effect of deferred taxes	—		(1)		(1)		(2)
Balance as of December 31, 2021	$	(6)	$	12	$	4	$	10
Gain (loss) arising during the period	(1)		16		48		63
(Loss) gain arising during the period	(1)		16		48		63
Reclassification to earnings	—		(2)		(6)		(8)
Effect of deferred taxes	—		(3)		(10)		(13)
Balance as of December 31, 2022	$	(7)	$	23	$	36	$	52
Gain arising during the period	—		18		12		30
Reclassification to earnings	—		(3)		(29)		(32)
Effect of deferred taxes	—		(4)		4		—
Balance as of December 31, 2023	$	(7)	$	34	$	23	$	50
(Loss) gain arising during the period	(3)		2		20		19
Reclassification to earnings	—		(6)		(32)		(38)
Effect of deferred taxes	—		1		3		4
Balance as of December 31, 2024	$	(10)	$	31	$	14	$	35

~~Note 15 – Income Taxes~~67

The components of income before income tax were as follows:

	For the Years Ended December 31,
	2023		2022		2021
	(in millions)
Income before income taxes:
United States	$	380	$	332	$	424
International	13		6		6
Total income before income taxes	$	393	$	338	$	430

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Note 15 – Income Taxes

The components of income before income tax were as follows:


	For the Years Ended December 31,
	2024		2023		2022
	(in millions)
Income before income taxes:
United States	$	438	$	380	$	332
International	13		13		6
Total income before income taxes	$	451	$	393	$	338

Significant components of income tax expense were as follows:

	For the Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
	(in millions)
Current
United States
Federal	$	8393	$	6483	$	6964
State	1613		1416		14
Foreign	34		13		1
Total current income tax expense	~~102~~110		79102		8479
Deferred
United States
Federal	(41)		3(4)		193
State	(310)		(3)		(3)
Foreign	—		1—		—1
Total deferred income tax (benefit) expense	(711)		1(7)		221
Total income tax expense	$	9599	$	8095	$	~~106~~80

A reconciliation of income taxes computed at the U.S. Federal statutory income tax rate of 21% for ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, to our income tax expense was as follows:

	For the Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
	(in millions)
U.S. Federal income tax expense at the statutory rate	$	8295	$	7182	$	9071
U.S. State income tax expense	1012		910		159
Non-deductible expenses	3		1		—
Change in tax rates(1)	(9)		—		—
Return to provision adjustments	—		(1)		1
Non-deductible expenses	2		3		1
Total income tax expense	$	95	$	80	$	106
Return to provision adjustments	(1)		—		(1)
Total income tax expense	$	99	$	95	$	80

67(1) Primarily due to a discrete tax benefit for the remeasurement of deferred tax liabilities due to a change in our state tax rates after apportionment.

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Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Deferred Tax Assets and Liabilities

Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of our net deferred income tax liability were as follows:

	As of December 31,
	2023		2022
	2024		2023
	(in millions)
Deferred tax assets
Employee benefits	$	2025	$	2420
Lease obligations	1824		1918
Inventory	68		86
Reserves	5		5
Tax losses	54		35
Total deferred tax assets	5466		5954
Valuation allowance	(57)		(5)
Total deferred tax assets after valuation allowance	4959		5449
Deferred tax liabilities
Intangible assets	(~~279~~260)		(~~290~~279)
Property, plant and equipment	(101)		(98101)
Lease right-of-use assets	(1723)		(1817)
Financial instruments	(7)		(11)
Prepaid expense	(12)		—
Other	(2)		(2)
Financial instruments	(4)		(7)
Total deferred tax liabilities	(406)		(419)
Other	(1)		(2)
Net deferred tax liabilities	$	(357)	$	(365)
Total deferred tax liabilities	(401)		(406)
Net deferred tax liabilities	$	(342)	$	(357)

Uncertain Tax Positions

ASC 740 prescribes a recognition threshold of more-likely-than not to be sustained upon examination as it relates to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. Our policy is to include interest and penalties related to gross unrecognized tax benefits in income tax expense.

The following table summarizes the activity related to our gross unrecognized tax benefits:

	For the Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
	(in millions)
Balance as of beginning of the year	$	811	$	58	$	45
Increase associated with tax positions taken during the current year	21		2		12
Increase associated with tax positions taken in prior years	1		1		—
(Decrease) increase associated with tax positions taken in prior years	(1)		1		1
Ending unrecognized tax benefits	$	11	$	811	$	58

Each year we file income tax returns in the various federal, state, local and foreign income taxing jurisdictions in which we operate. Canada is the only foreign jurisdiction in which we operate. Our income tax returns are subject to examination and possible challenge by the tax authorities. Although ultimate timing is uncertain, the net amount of tax liability for unrecognized tax benefits may change within the next twelve months due to changes in audit status, settlements of tax assessments and other events.

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Notes to the Consolidated Financial Statements

Note 16 – Segment Information

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

Reynolds Cooking & Baking

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

Hefty Waste & Storage

Our Hefty Waste & Storage segment produces both branded and store brand trash and food storage bags. Our branded products are sold under the Hefty Ultra Strong and Hefty Strong brands for trash bags, and as the Hefty and Baggies brands for our food storage bags.

Hefty Tableware

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

Presto Products

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

Information by Segment

We present segment adjusted EBITDA (“Adjusted EBITDA”) as this is the financial measure by which management and our CODM ~~allocate~~evaluates the performance of each segment and allocates resources (including employees, property and ~~analyze~~financial or capital resources) for each segment, predominantly in the ~~performance~~annual ofbudgeting ~~our~~and ~~reportable~~forecasting process. The CODM considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel to the segments.

Adjusted EBITDA represents each segment’s earnings before interest, tax, depreciation and amortization and ismay be further adjusted to exclude IPO and separation-related costs, as well as certain other non-recurring ~~costs~~items, if applicable.

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

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Notes to the Consolidated Financial Statements

The accounting policies applied by our segments are the same as those described in Note 2 - Summary of Significant Accounting Policies. Transactions between segments are at negotiated prices.

	ReynoldsCooking& Baking		HeftyWaste &Storage		HeftyTableware		PrestoProducts		Segmenttotal		Unallocated(1)		Total
2023	(in millions)
2024	(in millions)
Net revenues	$	1,~~273~~247	$	~~931~~949	$	~~967~~918	$	~~579~~584	$	3,~~750~~698	$	6(3)	$	3,~~756~~695
Intersegment revenues	—		1110		—		1412		2522		(2522)		—
Total segment net revenues	1,~~273~~247		~~942~~959		~~967~~918		~~593~~596		3,~~775~~720		(1925)		3,~~756~~695
Adjusted EBITDA	184		261		174		112		731
Other segment items(2)	(1,025)		(687)		(771)		(466)		(2,949)
Depreciation and amortization	31		19		16		21		87		37		124
Adjusted EBITDA	222		272		147		130		771
Capital expenditures	46		11		28		8		93		11		104
Depreciation and amortization	33		21		20		21		95		34		129
Total assets	556		267		216		239		1,278		3,502		4,780
Capital expenditures	50		19		36		12		117		3		120
Total assets	563		282		259		252		1,356		3,517		4,873

	ReynoldsCooking& Baking		HeftyWaste &Storage		HeftyTableware		PrestoProducts		Segmenttotal		Unallocated(1)		Total
2022	(in millions)
2023	(in millions)
Net revenues	$	1,~~287~~273	$	~~934~~931	$	~~1,000~~967	$	~~597~~579	$	3,~~818~~750	$	~~(1)~~6	$	3,~~817~~756
Intersegment revenues	—		1211		—		714		1925		(1925)		—
Total segment net revenues	1,~~287~~273		~~946~~942		~~1,000~~967		~~604~~593		3,~~837~~775		(2019)		3,~~817~~756
Adjusted EBITDA	142		207		134		96		579
Other segment items(2)	(1,089)		(681)		(793)		(481)		(3,044)
Depreciation and amortization	24		19		17		22		82		35		117
Adjusted EBITDA	184		261		174		112		731
Capital expenditures	51		15		36		20		122		6		128
Depreciation and amortization	31		19		16		21		87		37		124
Total assets	646		314		226		274		1,460		3,469		4,929
Capital expenditures	46		11		28		8		93		11		104
Total assets	556		267		216		239		1,278		3,502		4,780

	ReynoldsCooking& Baking		HeftyWaste &Storage		HeftyTableware		PrestoProducts		Segmenttotal		Unallocated(1)		Total
2021	(in millions)
2022	(in millions)
Net revenues	$	1,~~314~~287	$	~~876~~934	$	~~815~~1,000	$	~~560~~597	$	3,~~565~~818	$	(91)	$	3,~~556~~817
Intersegment revenues	—		812		—		47		1219		(1219)		—
Total segment net revenues	1,~~314~~287		~~884~~946		~~815~~1,000		~~564~~604		3,~~577~~837		(2120)		3,~~556~~817
Adjusted EBITDA	255		173		137		69		634
Other segment items(2)	(1,145)		(739)		(866)		(508)		(3,258)
Depreciation and amortization	21		18		16		21		76		33		109
Adjusted EBITDA	142		207		134		96		579
Capital expenditures	42		22		19		53		136		5		141
Depreciation and amortization	24		19		17		22		82		35		117
Capital expenditures	51		15		36		20		122		6		128

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


(1)			Unallocated includes the elimination of intersegment revenues, other revenue adjustments and certain corporate costs, depreciation and amortization and assets not allocated to segments. Unallocated assets are comprised of cash, accounts receivable, other receivables, entity-wide property, plant and equipment, entity-wide operating lease ROU assets, goodwill, intangible assets, related party receivables and other assets.
(2)			Other segment items included in Segment Adjusted EBITDA primarily include cost of sales (including material, manufacturing and logistics costs), salaries and benefits, advertising expenses and professional fees. The CODM allocates resources and assesses performance on a consolidated level for these other segment items.

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Notes to the Consolidated Financial Statements

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

	For the Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
	(in millions)
Segment Adjusted EBITDA	$	~~731~~771	$	~~579~~731	$	~~634~~579
Corporate / unallocated expenses	(9593)		(3395)		(33)
	636		546		601
	678		636		546
Adjustments to reconcile to GAAP income before income taxes
Depreciation and amortization	(~~124~~129)		(~~117~~124)		(~~109~~117)
Interest expense, net	(~~119~~98)		(76119)		(4876)
IPO and separation-related costs	—		~~(12)~~—		(1412)
Other	—		~~(3)~~—		—(3)
Consolidated GAAP income before income taxes	$	~~393~~451	$	~~338~~393	$	~~430~~338

Information in Relation to Products

Net revenues by product line are as follows:

	For the Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
	(in millions)
Waste and storage products(1)	$	1,~~535~~555	$	1,~~550~~535	$	1,~~448~~550
Cooking products	1,~~273~~247		1,~~287~~273		1,~~314~~287
Tableware products	~~967~~918		~~1,000~~967		~~815~~1,000
Unallocated	(1925)		(2019)		(2120)
Net revenues	$	3,~~756~~695	$	3,~~817~~756	$	3,~~556~~817

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

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

Geographic Data

Geographic data for net revenues (recognized based on location of our business operations) and long-lived assets (representing property, plant and equipment) are as follows:

	For the Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
	(in millions)
Net revenues:
United States	$	3,~~661~~601	$	3,~~742~~661	$	3,~~495~~742
Other	9594		7595		6175
Net revenues	$	3,~~756~~695	$	3,~~817~~756	$	3,~~556~~817


	As of December 31,
	2024		2023
	(in millions)
Long-lived assets
United States	$	751	$	725
Other	7		7
Long-lived assets	$	758	$	732

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Notes to the Consolidated Financial Statements

	As of December 31,
	2023		2022
	(in millions)
Long-lived assets
United States	$	725	$	715
Other	7		7
Long-lived assets	$	732	$	722

Entity-wide Disclosures

Net revenues from our largest customer and its affiliates were 48%, ~~48% and 44%~~ of total net revenues for each of the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021, respectively~~2022. The net revenues from our largest customer were recognized across all of our segments. No other customers accounted for 10% or more of our total net revenues in any of the years presented.

Note 17 – Related Party Transactions

Packaging Finance Limited (“PFL”) owns the majority of our outstanding common stock and owns the majority of the outstanding common stock of Pactiv Evergreen Inc. and its subsidiaries (“PEI Group”). We sell and purchase various goods and services with PEI Group under contractual arrangements that expire over a variety of periods through December 31, 2027. During the ~~year~~years ended December 31, 2024 and 2023, we amended these contractual arrangements with PEI Group, which, among other things, extended the expiration date for certain arrangements. Transactions between us and PEI Group are described below.

On-going Related Party Transactions

For the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, revenues from products sold to PEI Group were $8377 million, $~~101~~83 million and $~~111~~101 million, respectively. For the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, products purchased from PEI Group were $~~381~~332 million, $~~399~~381 million and $~~343~~399 million, respectively. For the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, PEI Group charged us freight and warehousing costs of $3728 million, $5437 million and $6054 million, respectively, which were included in cost of sales. The resulting related party receivables and payables are settled regularly with PEI Group in the normal course of business.

Furthermore, $143 million of dividends were paid to PFL during the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively.

Transactions Related to our Separation from PEI Group

On February 4, 2020, we entered into a transition services agreement with a subsidiary of PEI Group, whereby PEI Group continued to provide certain administrative services to us, including information technology services; accounting, treasury, financial reporting and transaction support; human resources; procurement; tax, legal and compliance related services; and other corporate services for up to 24 months. In addition, we entered into a transition services agreement with Rank Group Limited (an affiliate of PEI Group) whereby, upon our request, Rank Group Limited provided certain administrative services to us, including financial reporting, consulting and compliance services, insurance procurement and human resources support, legal and corporate secretarial support, and related services for up to 24 months. For the year ended December 31, 2021, we incurred $6 million related to transition services which was included in selling, general and administrative expenses in our consolidated statements of income. There was no expense for the years ended December 31, 2023 and 2022 related to transition services.

Note 18 – Subsequent Events

Quarterly Cash Dividend

On January 2530, ~~2024~~2025, our Board of Directors approved a cash dividend of $0.23 per common share to be paid on February 2928, ~~2024~~2025 to shareholders of record on February 1514, ~~2024~~2025.

~~Except~~Term asLoan ~~described above, there have been no events subsequent to December 31, 2023 which would require accrual or disclosure in these consolidated financial statements.~~Facility

72Subsequent to December 31, 2024, we made a voluntary principal payment of $50 million related to our Term Loan Facility.

Except as described above, there have been no events subsequent to December 31, 2024 which would require accrual or disclosure in these consolidated financial statements.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Management’s 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 time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions 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 our disclosure controls and procedures were effective as of December 31, ~~2023~~2024.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed under the supervision of the Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements under all potential conditions. Therefore, effective internal control over financial reporting provides only reasonable, and not absolute, assurance with respect to the preparation and presentation of financial statements.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2023~~2024 using the criteria set forth in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, ~~2023~~2024.

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, ~~2023~~2024, as stated in its report which appears in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the fiscal quarter ended December 31, ~~2023~~2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

During the quarter ended December 31, ~~2023~~2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as identified in Item 408(c) of Regulation S-K).

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 will appear in the Company’s Proxy Statement for its ~~2024~~2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”) under the captions “Proposal 1: Election of Directors,” “Executive Compensation - Executive Officers,” and “Corporate Governance” and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 will appear in the Company’s 2025 Proxy Statement ~~for~~under ~~its~~the ~~2024~~captions ~~Annual~~“Director ~~Meeting~~Compensation,” of“Executive ~~Stockholders~~Compensation” and “Certain Relationships and Related Person Transactions” and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 will appear in the Company’s 2025 Proxy Statement ~~for~~under ~~its~~the ~~2024~~captions ~~Annual~~“Executive ~~Meeting~~Compensation” and “Security Ownership of ~~Stockholders~~Certain Beneficial Owners and Management” and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 will appear in the Company’s 2025 Proxy Statement ~~for~~under ~~its~~the ~~2024~~captions ~~Annual~~“Certain ~~Meeting~~Relationships ofand ~~Stockholders~~Related Person Transactions” and “Corporate Governance” and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 will appear in the Company’s 2025 Proxy Statement ~~for~~under ~~its~~the ~~2024~~caption ~~Annual~~“Proposal ~~Meeting~~3: Ratification of ~~Stockholders~~Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this Annual Report on Form 10-K:

1.The following consolidated financial statements are filed as part of this Annual Report on Form 10-K under Part II, Item 8:

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			45
Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021			47
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022			47
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021			48
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022			48
Consolidated Balance Sheets as of December 31, 2023 and 2022			49
Consolidated Balance Sheets as of December 31, 2024 and 2023			49
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021			50
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022			50
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021			51
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022			51
Notes to Consolidated Financial Statements			52

2.Exhibits: See “Index to Exhibits” immediately preceding the signature page of this Annual Report on Form 10-K.

ITEM 16. FORM 10-K SUMMARY

None.

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INDEX TO EXHIBITS

Exhibit						Description
3.1						Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39205) filed with the SEC on February 4, 2020)
3.2						Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-39205) filed with the SEC on February 4, 2020)
4.1						Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2021)
4.2						Form of Indenture (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (File No. 333-265136) filed with the SEC on May 23, 2022)
4.3						Form of Debt Security (included in Exhibit 4.2)
10.1†						Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.2†						Reynolds Consumer Products Inc. Equity Incentive Plan (incorporated herein by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 (File No. 333-236204) filed with the SEC on January 31, 2020)
10.3†						Reynolds Consumer Products Inc. Equity Incentive Plan, as amended and restated effective January 27, 2022 (incorporate herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2022)
10.4†						Form of Restricted Stock Unit Award Letter (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.5†						Form of Restricted Stock Award Letter (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.6†						Form of Restricted Stock Unit Award Agreement under the Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2022)
10.7†						Form of Performance Share Unit Award Agreement under the Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2022)
10.8†						Form of Performance Share Unit Award Letter (incorporated herein by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.9†						Employment Agreement, dated July 8, 2019, between Reynolds Consumer Products LLC and Lance Mitchell (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.10†						Employment Agreement, dated July 8, 2019, between Reynolds Consumer Products LLC and Michael Graham (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.11†						Amendment to Employment Agreement, dated May 31, 2022, between Reynolds Consumer Products LLC and Michael Graham (incorporated herein by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K filed with the SEC on February 8, 2023)
10.12†						Employment Agreement, dated July 29, 2019, between Reynolds Consumer Products LLC and Rachel Bishop (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on January 28, 2020)
10.13†						Amendment to Employment Agreement, dated May 31, 2022, between Reynolds Consumer Products LLC and Rachel Bishop (incorporated herein by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K filed with the SEC on February 8, 2023)
10.14†						Employment Agreement, dated July 8, 2019, between Reynolds Consumer Products LLC and Judith Buckner (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed with the SEC on February 9, 2022)
10.15†						Amendment to Employment Agreement, dated May 31, 2022 between Reynolds Consumer Products LLC and Judith Buckner (incorporated herein by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K filed with the SEC on February 8, 2023)

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10.16†						Employment Agreement, dated February 28, 2022, between Reynolds Consumer Products LLC and Lisa Smith (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed with the SEC on February 8, 2023)
10.17†						Offer Letter, dated as of September 15, 2023, by and between Reynolds Consumer Products LLC and Scott E. Huckins (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 12, 2023)
10.18†						Employment Agreement, effective October 23, 2023, by and between Reynolds Consumer Products LLC and Scott E. Huckins (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 12, 2023)
10.19						Master Supply Agreement, dated November 1, 2019, between Reynolds Consumer Products LLC, as Seller, and Pactiv LLC, as Buyer (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.20						Amendment No. 1, dated January 15 2022 and Amendment No. 2, dated March 31, 2023, to the Master Supply Agreement between Reynolds Consumer Products LLC, as seller, and Pactiv LLC, as buyer (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023)
10.21						Master Supply Agreement, dated November 1, 2019, between Pactiv LLC, as Seller, and Reynolds Consumer Products LLC, as Buyer (incorporated herein by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.22						Amendment No. 1, dated January 15, 2022 and Amendment No. 2, dated March 31, 2023, to the Master Supply Agreement between Pactiv LLC, as seller, and Reynolds Consumer Products LLC, as buyer (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023)
10.23						Warehousing and Freight Services Agreement, dated November 1, 2019, between Pactiv LLC and Reynolds Consumer Products LLC (incorporated herein by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.24						Amended and Restated Lease Agreement, dated January 1, 2020, between Pactiv LLC and Reynolds Consumer Products LLC (incorporated herein by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2020)
10.25						Tax Matters Agreement, dated February 4, 2020 (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
10.26						Registration Rights Agreement, dated February 4, 2020, between Packaging Finance Limited and Reynolds Consumer Products Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
10.27						Stockholders Agreement dated February 4, 2020, between Packaging Finance Limited and Reynolds Consumer Products Inc. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
10.28						Credit Agreement between Reynolds Consumer Products LLC, as borrower, Reynolds Consumer Products Inc., as parent, and certain lenders party thereto (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
10.29						Amendment No. 1, dated February 28, 2023, to the Credit Agreement between Reynolds Consumer Products LLC, as borrower, Reynolds Consumer Products Inc., as parent, and certain lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023)
10.30						Amendment No. 2, dated as of November 21, 2023 to the Credit Agreement, dated as of February 4, 2020, between Reynolds Consumer Products LLC, as borrower, Reynolds Consumer Products Inc., as parent and certain lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 21, 2023)
21.1*						List of subsidiaries
23.1*						Consent of PricewaterhouseCoopers LLP
24.1*						Power of Attorney (see signature page to this Annual Report on Form 10-K)
31.1*						Certification of Principal Executive Officer of the Company Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Principal Financial Officer of the Company Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of Principal Executive Officer of the Company Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*						Certification of Principal Financial Officer of the Company Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

INDEX TO EXHIBITS


Exhibit						Description

3.1						Amended and Restated Certificate of Incorporation, conformed version that includes all amendments through April 25, 2024 (incorporated herein by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2024)
3.2						Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-39205) filed with the SEC on February 4, 2020)
4.1						Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2021)
4.2						Form of Indenture (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3ASR (File No. 333-279197) filed with the SEC on May 8, 2024)
4.3						Form of Debt Security (included in Exhibit 4.2)
10.1†						Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.2†						Reynolds Consumer Products Inc. Equity Incentive Plan (incorporated herein by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 (File No. 333-236204) filed with the SEC on January 31, 2020)
10.3†						Reynolds Consumer Products Inc. Equity Incentive Plan, as amended and restated effective January 27, 2022 (incorporate herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2022)
10.4†						Form of Restricted Stock Unit Award Agreement under the Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2022)
10.5†						Form of Performance Share Unit Award Agreement under the Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2022)
10.6*†						Form of Restricted Stock Unit Award Agreement (for full vesting on death, retirement or enhanced retirement situations)
10.7*†						Form of Performance Share Unit Award Agreement (for full vesting on death, retirement or enhanced retirement situations)
10.8*†						Form of Restricted Stock Unit Award Agreement (for no continuous service requirement and full vesting on death situations)
10.9*†						Form of Restricted Stock Unit Award Agreement (for double-trigger vesting in connection with a change in control situations)
10.10*†						Form of Performance Share Unit Award Agreement (for double-trigger vesting in connection with a change in control situations)
10.11*†						Form of Restricted Stock Unit Award Agreement, as amended November 2024
10.12*†						Form of Performance Share Unit Award Agreement, as amended November 2024
10.13†						Employment Agreement, dated July 8, 2019, between Reynolds Consumer Products LLC and Lance Mitchell (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.14†						Transition Letter, dated as of October 24, 2024, by and between Reynolds Consumer Products Inc. and Lance Mitchell (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2024)
10.15†						Offer Letter, dated as of September 15, 2023, by and between Reynolds Consumer Products LLC and Scott E. Huckins (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 12, 2023)
10.16†						Employment Agreement, effective October 23, 2023, by and between Reynolds Consumer Products LLC and Scott E. Huckins (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 12, 2023)
10.17†						Offer Letter, dated October 24, 2024, by and between Reynolds Consumer Products Inc. and Scott E. Huckins (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2024)

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97*†						Reynolds Consumer Products Inc. Amended and Restated Compensation Recoupment Policy
10.18†						Amended and Restated Employment Agreement, dated effective January 1, 2025, by and between Reynolds Consumer Products Holdings LLC and Scott E. Huckins (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2024)
101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
10.19†						Offer Letter, dated October 24, 2024, by and between Reynolds Consumer Products Inc. and Nathan D. Lowe (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2024)
101.SCH						Inline XBRL Taxonomy Extension Schema Document
10.20†						Employment Agreement, dated effective January 1, 2025, by and between Reynolds Consumer Products Holdings LLC and Nathan D. Lowe (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2024)
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
10.21†						Employment Agreement, dated July 29, 2019, between Reynolds Consumer Products LLC and Rachel Bishop (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on January 28, 2020)
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
10.22†						Amendment to Employment Agreement, dated May 31, 2022, between Reynolds Consumer Products LLC and Rachel Bishop (incorporated herein by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed with the SEC on February 8, 2023)
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
10.23†						Employment Agreement, dated July 8, 2019, between Reynolds Consumer Products LLC and Judith Buckner (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2022)
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
10.24†						Amendment to Employment Agreement, dated May 31, 2022, between Reynolds Consumer Products LLC and Judith Buckner (incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on February 8, 2023)
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
10.25†						Employment Agreement, dated February 28, 2022, between Reynolds Consumer Products LLC and Lisa Smith (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the SEC on February 8, 2023)
10.26*†						Employment Agreement, dated February 1, 2022, between Reynolds Consumer Products LLC and Steve Estes (including the Restrictive Covenant Agreement attached thereto)
10.27†						Form of Assignment and Assumption Agreement for Employment Agreements, and Form of Assignment and Assumption Agreement for Restrictive Covenant Agreement, each by and among Reynolds Consumer Products LLC, Reynolds Consumer Products Holdings LLC, and Lance Mitchell, Scott Huckins, Rachel Bishop, Judith Buckner, Lisa Smith and Steve Estes (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024)
10.28						Master Supply Agreement, dated November 1, 2019, between Reynolds Consumer Products LLC, as Seller, and Pactiv LLC, as Buyer (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.29						Amendment No. 1, dated January 15, 2022, and Amendment No. 2, dated March 31, 2023, to the Master Supply Agreement between Reynolds Consumer Products LLC, as seller, and Pactiv LLC, as buyer (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023)
10.30						Master Supply Agreement, dated November 1, 2019, between Pactiv LLC, as Seller, and Reynolds Consumer Products LLC, as Buyer (incorporated herein by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.31						Amendment No. 1, dated January 15, 2022, and Amendment No. 2, dated March 31, 2023, to the Master Supply Agreement between Pactiv LLC, as seller, and Reynolds Consumer Products LLC, as buyer (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023)
10.32*						Amendment No. 3, dated December 3, 2024, to the Master Supply Agreement between Pactiv LLC, as seller, and Reynolds Consumer Products LLC, as buyer
10.33						Warehousing and Freight Services Agreement, dated November 1, 2019, between Pactiv LLC and Reynolds Consumer Products LLC (incorporated herein by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.34						Amendment No. 1, dated November 16, 2021, Amendment No. 2, dated May 12, 2022, and Amendment No. 3, dated April 18, 2024, to the Warehousing and Freight Services Agreement between Pactiv LLC and Reynolds Consumer Products LLC (incorporated herein by reference to Exhibit 10.1 to Company’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2024)
10.35						Amended and Restated Lease Agreement, dated January 1, 2020, between Pactiv LLC and Reynolds Consumer Products LLC (incorporated herein by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2020)
10.36						Tax Matters Agreement, dated February 4, 2020 (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)

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10.37						Registration Rights Agreement, dated February 4, 2020, between Packaging Finance Limited and Reynolds Consumer Products Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
10.38						Stockholders Agreement dated February 4, 2020, between Packaging Finance Limited and Reynolds Consumer Products Inc. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
10.39						Credit Agreement between Reynolds Consumer Products LLC, as borrower, Reynolds Consumer Products Inc., as parent, and certain lenders party thereto (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
10.40						Amendment No. 1, dated February 28, 2023, to the Credit Agreement between Reynolds Consumer Products LLC, as borrower, Reynolds Consumer Products Inc., as parent, and certain lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023)
10.41						Amendment No. 2, dated as of November 21, 2023, to the Credit Agreement, dated as of February 4, 2020, between Reynolds Consumer Products LLC, as borrower, Reynolds Consumer Products Inc., as parent and certain lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023)
10.42						Amendment No. 3, dated as of October 17, 2024, to the Credit Agreement, dated as of February 4, 2020, between Reynolds Consumer Products LLC, as borrower, Reynolds Consumer Products Inc., as parent, and certain lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 17, 2024)
19.1*						Reynolds Consumer Products Inc. Insider Trading Policy, as amended April 27, 2023
21.1*						List of subsidiaries
23.1*						Consent of PricewaterhouseCoopers LLP
24.1*						Power of Attorney (see signature page to this Annual Report on Form 10-K)
31.1*						Certification of Principal Executive Officer of the Company Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Principal Financial Officer of the Company Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of Principal Executive Officer of the Company Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*						Certification of Principal Financial Officer of the Company Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97						Reynolds Consumer Products Inc. Amended and Restated Compensation Recoupment Policy (incorporated herein by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed with the SEC on February 7, 2024)
101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith.

†Management contract or compensatory plan or arrangement.

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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

REYNOLDS CONSUMER PRODUCTS INC.
(Registrant)
By:			/s/ ~~Lance~~Scott ~~Mitchell~~Huckins
			Lance Mitchell
			Scott Huckins
			Chief Executive Officer
			February 7, 2024
			February 5, 2025

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby make, constitute and appoint ~~Lance~~Scott ~~Mitchell~~Huckins and ~~Scott~~Nathan ~~Huckins~~Lowe, and each of them acting individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for them and in their name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Lance Mitchell

Chief Executive Officer and Director(Principal Executive Officer)

February 7, 2024

/s/ Scott Huckins

Chief Executive Officer and Director(Principal Executive Officer)

February 5, 2025

Lance Mitchell

/s/ Scott Huckins

Chief Financial Officer(Principal Financial Officer)

February 7, 2024

Scott Huckins

/s/ Chris Mayrhofer

Senior Vice President and Controller(Principal Accounting Officer)

February 7, 2024

/s/ Nathan Lowe

Chief Financial Officer(Principal Financial Officer)

February 5, 2025

Nathan Lowe

/s/ Chris Mayrhofer

Senior Vice President and Controller(Principal Accounting Officer)

February 5, 2025

Chris Mayrhofer

/s/ Richard Noll

Director and Chairman of the Board of Directors

February 7, 2024

/s/ Rolf Stangl

Director and Chairman of the Board of Directors

February 5, 2025

Richard Noll

Rolf Stangl

/s/ Gregory Cole

Director

February 75, ~~2024~~2025

Gregory Cole

/s/ Helen Golding

Director

February 75, ~~2024~~2025

Helen Golding

/s/ Marla Gottschalk

Director

February 75, ~~2024~~2025

Marla Gottschalk

/s/ Allen Hugli

Director

February 75, ~~2024~~2025

Allen Hugli

/s/ Christine Montenegro McGrath

Director

February 75, ~~2024~~2025

Christine Montenegro McGrath

/s/ Ann Ziegler

Director

February 75, ~~2024~~2025

Ann Ziegler

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Filing Compare · Reynolds Consumer Products Inc.