20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

Or

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

For the fiscal year ended December 31, 2017

Or

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

Or

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-177693

Reynolds Group Holdings Limited

(Exact name of Registrant as specified in its charter)

Not applicable	New Zealand
(Translation of Registrant's name into English)	(Jurisdiction of incorporation or organization)

Level Nine

148 Quay Street

Auckland 1010 New Zealand

(Address of principal executive offices)

c/o Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1010 New Zealand

Attention: Joseph Doyle

Tel 847 482 2409

Fax 847 615 6417

Email: enquiries@reynoldsgroupholdings.com

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

¨ Yes þ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

¨ Yes þ No

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.

þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

þ Yes ¨ No

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ Emerging growth company ¨

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.                                                      ¨

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ¨ International Financial Reporting Standards as issued by the  International Accounting Standards Board þ Other ¨

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

¨ Item 17 ¨ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes þ No

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Reynolds Group Holdings Limited

(Registrant)

/s/ ALLEN HUGLI

Allen Hugli

Chief Financial Officer

February 13, 2018

ANNUAL REPORT

For the fiscal year ended December 31, 2017

REYNOLDS GROUP HOLDINGS LIMITED

New Zealand

(Jurisdiction of incorporation or organization)

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1010 New Zealand

Attention: Joseph Doyle

Tel: 847 482 2409

Fax: 847 615 6417

Email:enquiries@reynoldsgroupholdings.com

TABLE OF CONTENTS

PART I			4
	ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		4
	ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE		4
	ITEM 3. KEY INFORMATION		4
		General Information	5
		Presentation of Financial Information	5
		Selected Historical Financial Data	5
		Risk Factors	6
	ITEM 4. INFORMATION ON RGHL		24
		Corporate Information	24
		History and Development	24
		Recent Developments	24
		Business Overview	24
		Organizational Structure	41
		Property, Plants and Equipment	42
	ITEM 4A. UNRESOLVED STAFF COMMENTS		42
	ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS		42
		Key Factors Influencing Our Financial Condition and Results of Operations	42
		Results of Operations	46
		Differences Between the RGHL Group and BP I Group Results of Operations	61
		Liquidity and Capital Resources	62
		Quantitative and Qualitative Disclosures about Market Risk	65
		Accounting Principles	66
		Critical Accounting Policies	66
		Recently Issued Accounting Pronouncements	68
	ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		68
		Directors of RGHL and BP I and Senior Management of the RGHL Group	68
		Directors' Compensation and Service Contracts	69
		Directors' and Senior Management's Indemnification Agreements	69
		Other	69
	ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		70
		Major Shareholders and Beneficial Ownership	70
		Related Party Transactions	70
	ITEM 8. FINANCIAL INFORMATION		70
		Consolidated Financial Statements and Other Financial Information	70
		Significant Changes	70
	ITEM 9. THE OFFER AND LISTING		71
	ITEM 10. ADDITIONAL INFORMATION		71
		Constitution of RGHL	71
		Material Contracts	72
		Exchange Controls	81
		Documents on Display	81
	ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		81
	ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		81

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PART II		81
	ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	81
	ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	81
	ITEM 15. CONTROLS AND PROCEDURES	81
	ITEM 16. [RESERVED]	82
	ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	82
	ITEM 16B. CODE OF ETHICS	82
	ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	82
	ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	82
	ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	82
	ITEM 16F. CHANGE IN CERTIFYING ACCOUNTANT	82
	ITEM 16G. CORPORATE GOVERNANCE	82
	ITEM 16H. MINE SAFETY DISCLOSURE	83
PART III		83
	ITEM 17. FINANCIAL STATEMENTS	83
	ITEM 18. FINANCIAL STATEMENTS	83
	ITEM 19. EXHIBITS	84

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Introductory Note    

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

We have prepared this annual report pursuant to (i) the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to those of our outstanding notes covered by effective registration statements filed with the United States Securities and Exchange Commission (the “SEC”), (ii) the requirements of the indentures governing certain of our outstanding notes that are not covered by an effective registration statement filed with the SEC, and (iii) the credit agreement with our lenders governing our senior secured credit facilities (the “Credit Agreement”). Our outstanding notes include:

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

• the 5.750% Senior Secured Notes due 2020; and

• the 6.875% Senior Secured Notes due 2021;

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

• the Floating Rate Senior Secured Notes due 2021;

• the 5.125% Senior Secured Notes due 2023;

• the 7.000% Senior Notes due 2024; and

• the 6.400% Notes due 2018, the 7.950% Debentures due 2025 and the 8.375% Debentures due 2027 (collectively, the "Pactiv Notes").

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

The indentures governing these notes, as well as our Credit Agreement, are described more fully in this annual report.

Change in Corporate Structure

During the year ended December 31, 2017, (i) Beverage Packaging Holdings (Luxembourg) II S.A. was liquidated; and (ii) Beverage Packaging Holdings (Luxembourg) I S.A. and certain of its subsidiaries that were incorporated in either the Netherlands or Luxembourg converted to companies governed by the laws of New Zealand. In connection with these conversions, among others:

• Beverage Packaging Holdings (Luxembourg) I S.A. changed its name to Beverage Packaging Holdings I Limited ("BP I");

• Beverage Packaging Holdings (Luxembourg) III S.à r.l. changed its name to Beverage Packaging Holdings III Limited ("BP III"); and

• Reynolds Group Issuer (Luxembourg) S.A. changed its name to Reynolds Group Issuer (New Zealand) Limited ("NZ Issuer").

Non-GAAP Financial Measures

In this annual report, we utilize certain non-GAAP financial measures and ratios, including earnings before interest, tax, depreciation and amortization (“EBITDA”) and Adjusted EBITDA. Adjusted EBITDA, a measure used by our management to measure operating performance, is defined as EBITDA, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income or expense, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets and asset impairments and write-downs and equity method profit not distributed in cash. These measures are presented because we believe that they and similar measures are widely used in the markets in which we operate as a means of evaluating a company’s operating performance and financing structure and, in certain cases, because those measures are used to determine compliance with covenants in our debt agreements and compensation of certain management. They may not be comparable to other similarly titled measures of other companies and are not measurements under International Financial Reporting Standards (“IFRS"), as issued by the International Accounting Standards Board (“IASB"), generally accepted accounting principles in the United States of America (“U.S. GAAP"), or other generally accepted accounting principles, are not measures of financial condition, liquidity or profitability and should not be considered as an alternative to profit from operations for the period or operating cash flows determined in accordance with IFRS, nor should they be considered as substitutes for the information contained in our historical financial statements prepared in accordance with IFRS included in this annual report. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow, as they do not take into account certain items such as interest and principal payments on our indebtedness, working capital needs, tax payments and capital expenditures. We believe that the inclusion of EBITDA and Adjusted EBITDA in this annual report is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We believe that issuers of high yield debt securities present EBITDA and Adjusted EBITDA because investors, analysts and rating agencies consider these measures useful. For additional information regarding the non-GAAP financial measures used by management, refer to note 5 of the RGHL Group's audited consolidated financial statements included elsewhere in this annual report.

Forward-Looking Statements

This annual report includes forward-looking statements. Forward-looking statements include statements regarding our goals, beliefs, plans or current expectations, taking into account the information currently available to our management. Forward-looking statements are not statements of historical fact. For example, when we use words such as “believe,” “anticipate,” “expect,” “estimate," "plan," “intend,” “should,” “would,”

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“could,” “may,” "might," “will” or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements. We have based these forward-looking statements on our management's current view with respect to future events and financial performance and future business and economic conditions more generally. These views reflect the best judgment of our management, but involve a number of risks and uncertainties which could cause actual results to differ materially from those predicted in our forward-looking statements and from past results, performance or achievements. Although we believe that the estimates and the projections reflected in the forward-looking statements are reasonable, such estimates and projections may prove to be incorrect, and our actual results may differ from those described in our forward-looking statements as a result of the following risks, uncertainties and assumptions, among others:

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

• risks related to economic downturns in our target markets;

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

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

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

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

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

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

• risks related to exchange rate fluctuations;

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

• risks related to our pension plans sponsored by us and others in our control group;

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

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

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

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

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

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

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

• risks related to other factors discussed or referred to in this annual report, including in "Item 3. Key Information — Risk Factors.”

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

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE.

Not applicable.

ITEM 3. KEY INFORMATION.

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General Information

We are a leading global manufacturer and supplier of consumer food, beverage and foodservice packaging products. We sell our products to customers globally, including to a diversified mix of leading multinational companies, large national and regional companies and small local businesses. We primarily serve the consumer food, beverage and foodservice market segments.

We operate through five segments:

• Reynolds Consumer Products, which manufactures branded and store branded consumer products including aluminum foil, wraps, waste bags, food storage bags and disposable tableware and cookware;

• Pactiv Foodservice, which manufactures foodservice and food packaging products;

• Graham Packaging, which designs and manufactures blow-molded plastic containers for consumer products;

• Evergreen, which manufactures fresh carton packaging for beverage products, primarily for the juice and milk markets; and

• Closures, which manufactures plastic and aluminum beverage caps, closures and high speed rotary capping equipment, primarily for the carbonated soft drink, non-carbonated soft drink and bottled water markets.

On March 13, 2015, we completed the sale of our SIG segment to Onex Corporation. We received net cash proceeds of $4,149 million, including the settlement of final closing adjustments. In November 2016, an additional amount of €150 million was paid by Onex Corporation based on the financial performance of SIG during fiscal year 2015. In June 2017, an additional amount of €10 million was paid by Onex Corporation based on the financial performance of SIG during fiscal year 2016. All eligible earn-out proceeds have now been received.

We are part of a group of private companies based in New Zealand that are wholly-owned by Mr. Graeme Hart, our strategic owner.

Presentation of Financial Information

RGHL was incorporated on May 30, 2006 under the Companies Act 1993 of New Zealand. RGHL is a holding company that operates through five segments that it acquired in a series of transactions. See "Item 4. Information on RGHL — Business Overview" for information regarding the history of each of the five segments.

The table below summarizes the selected financial information and audited consolidated financial statements that are presented herein, prepared in accordance with IFRS as issued by the IASB:

	Year Ended December 31,
	2017	2016	2015	2014	2013
RGHL Group	Consolidated financial statements as of and for the year ended December 31, 2017	Consolidated financial statements as of and for the year ended December 31, 2016	Consolidated financial statements for the year ended December 31, 2015 and selected financial information as of December 31, 2015	Selected financial information as of and for the year ended December 31, 2014	Selected financial information as of and for the year ended December 31, 2013
BP I Group(1)	Consolidated financial statements as of and for the year ended December 31, 2017	Consolidated financial statements as of and for the year ended December 31, 2016	Consolidated financial statements as of and for the year ended December 31, 2015	N/A	N/A

(1) Included in this annual report pursuant to Rule 3-16 of Regulation S-X because the book value of the capital stock of BP I constitutes a substantial portion of the collateral that secures the Reynolds Notes.

Selected Historical Financial Data

RGHL Group

The selected historical consolidated financial data of the RGHL Group as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015 have been derived from the RGHL Group's audited consolidated financial statements included elsewhere in this annual report. The selected historical consolidated financial information of the RGHL Group as of December 31, 2015, 2014 and 2013 and for the years ended December 31, 2014 and 2013 have been derived from the RGHL Group's audited consolidated financial statements, as adjusted for certain items in accordance with IFRS, which are not included in this annual report.

The following information should be read in conjunction with the RGHL Group's audited consolidated financial statements and related notes, and other financial information included elsewhere in this annual report, including “Item 5. Operating and Financial Review and Prospects” and “ — Risk Factors.”

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(In $ million)	2017		2016		2015		2014(1)		2013
Income Statement Data
Revenue	10,524		10,646		11,178		11,666		11,752
Gross profit	2,322		2,387		2,200		2,016		2,081
Profit from operating activities	1,222		1,145		1,246		974		946
Net financial expenses	(701	)	(873	)	(1,540	)	(1,449	)	(1,216	)
Profit (loss) from continuing operations before income tax	521		272		(294	)	(475	)	(270	)
Income tax (expense) benefit	(81	)	(105	)	(60	)	70		(4	)
Profit (loss) from continuing operations	440		167		(354	)	(405	)	(274	)
Profit (loss) from discontinued operations, net of income tax	(1	)	(6	)	2,672		105		206
Profit (loss) for the year	439		161		2,318		(300	)	(68	)
Balance Sheet Data
Cash and cash equivalents	617		932		1,977		1,588		1,490
Trade and other receivables, net	1,136		1,051		1,095		1,176		1,508
Inventories	1,370		1,245		1,262		1,453		1,647
Assets held for sale	144		26		1		2,767		36
Property, plant and equipment	2,923		3,010		3,184		3,412		4,353
Intangible assets	9,659		9,902		10,192		10,499		12,055
Total assets	16,682		16,954		18,491		21,750		22,383
Trade and other payables — current	1,116		1,182		1,205		1,396		1,799
Liabilities directly associated with assets held for sale	34		23		—		739		38
Borrowings — current	470		746		977		478		471
Borrowings — non-current	10,919		11,325		12,785		17,380		17,466
Total liabilities	15,030		15,997		17,694		22,875		22,614
Net assets (liabilities)	1,652		957		797		(1,125	)	(231	)
Other Data
Cash provided from (used in):
Operating activities	840		876		654		881		785
Investing activities	(359	)	(157	)	3,820		(548	)	(764	)
Financing activities	(785	)	(1,749	)	(4,156	)	(96	)	(101	)
Capital expenditures	410		324		381		687		724
EBITDA from continuing operations	1,896		1,852		1,960		1,772		1,799
Adjusted EBITDA from continuing operations	2,078		2,103		2,019		1,935		2,068
Ratio of earnings to fixed charges(2)	1.8x		1.3x		—		—		—

(1) The assets and liabilities related to SIG as of December 31, 2014 have been presented as assets held for sale and liabilities directly associated with assets held for sale in the consolidated statement of financial position. Refer to note 7 of the RGHL Group’s audited consolidated financial statements included elsewhere in this annual report for additional information.

(2) The ratio of earnings to fixed charges is calculated by dividing earnings from continuing operations before income taxes by fixed charges of continuing operations. For the years presented, fixed charges consisted of interest expense, amortization and the write-off of deferred financing costs and original issue discount, and management's estimate of interest within rent expense using an approximate interest factor. Due to pre-tax losses for the years ended December 31, 2015, 2014 and 2013, the ratio coverage was less than 1.0x. The RGHL Group would have needed to generate additional earnings of $299 million, $480 million and $276 million in 2015, 2014 and 2013, respectively, in order to achieve a ratio coverage of 1.0x.

Risk Factors

Holders of our securities should carefully consider the following risk factors, in addition to the other information presented in this annual report, including the discussions set forth in "Item 4. Information on RGHL" and "Item 5. Operating and Financial Review and Prospects" and all the financial statements and related notes, in evaluating our business and an investment in the Reynolds Notes. Any of the following risks, as well as other risks and uncertainties, could harm our business and financial results and cause the value of such securities to decline, which in turn could cause you to lose all or part of your investment. The risks below are not the only ones facing our company. Additional risks not currently known to us or that we currently deem immaterial also may materially and adversely impact our business, financial condition or results of operations.

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Risks Related to Our Business

Our business and financial performance may be harmed by fluctuations in rawmaterial, energy and freight costs.

Raw material costs represent a significant portion of our cost of sales, so changes in raw material prices may impact our results of operations. The primary raw materials used to manufacture our products are plastic resins (particularly polypropylene (“PP”), polyethylene (“PE"), polystyrene ("PS") and polyethylene terephthalate ("PET")), aluminum, fiber (principally raw wood and wood chips) and paperboard (principally cartonboard and cupstock). The prices of our raw materials have fluctuated significantly in recent years. See "Item 5. Operating and Financial Review and Prospects — Key Factors Influencing our Financial Condition and Results of Operations — Raw Materials and Energy Prices."

Fluctuations in raw material costs can adversely affect our business. The fluctuations are generally due to movements in commodity market prices, which are reflected in published indices that are used in the negotiated rates with suppliers. We typically do not enter into long-term purchase contracts that provide for fixed prices for our principal raw materials. While we regularly enter into hedging agreements for some of our raw materials and energy sources, such as aluminum, resin (or components thereof), natural gas and diesel, to minimize the impact of such fluctuations, these hedging agreements do not cover all our needs, and hedging may reduce the positive impact we may otherwise receive when raw material prices decline. Although many of our customer pricing agreements include raw material cost pass-through mechanisms, which mitigate the impact of changes in raw material costs, the contractual price adjustments do not occur simultaneously with commodity price fluctuations. Additionally, some of our contracts, such as the contracts with customers for the branded products sold by Reynolds Consumer Products, generally do not contain such cost pass-through mechanisms in their customer pricing agreements. Furthermore, in the businesses that use such mechanisms, the contracts cover only a portion of the businesses' sales. Due to differences in timing between purchases of raw materials and sales to customers, there is often a lead-lag effect, during which margins are negatively impacted in periods of rising raw material costs and positively impacted in periods of falling raw material costs. We also use price increases, wherever possible, to mitigate the effect of raw material cost increases for customers that are not subject to raw material cost pass-through agreements. However, there is no assurance that increases in raw material costs may be covered by increases in pricing. As a result, we often are not able to pass on price increases to our customers on a timely basis, if at all, and consequently do not always recover the lost margin resulting from the price increases. Moreover, an increase in the selling prices for the products we produce resulting from a pass-through of increased raw material costs or freight costs could have an adverse impact on the volume of units we sell and decrease our revenue.

In addition to our dependence on primary raw materials, we are also dependent on different sources of energy for our operations, such as coal, fuel oil, electricity and natural gas. In particular, our Evergreen segment is susceptible to price fluctuations in natural gas, as it incurs significant natural gas costs to convert raw wood and wood chips to paper products and liquid packaging board. Historically, we have been able to mitigate the effect of higher energy-related costs with productivity improvements and other cost reductions. However, there is no assurance that we can sustain the level of productivity improvements and cost reduction measures in the future. In addition, if some of our large energy contracts were to be terminated for any reason or not renewed upon expiration, or if market conditions were to substantially change resulting in a significant increase in the price of coal, fuel oil, electricity and/or natural gas, we may not be able to find alternative, comparable suppliers or suppliers capable of providing coal, fuel oil, electricity and/or natural gas on terms or in amounts satisfactory to us. As a result of any of these events, our business, financial condition and operating results may suffer.

We are also dependent on third parties for the transportation of both our raw materials and the products we sell. In certain jurisdictions, we are exposed to import duties and freight costs, the latter of which is influenced by carrier availability and the fluctuating costs of oil and other transportation costs.

Our business and financial performance may be adversely affected by economic downturns in themarkets that we serve.

Many of our products are packaging for products manufactured by other companies, so demand for our products is directly affected by consumer consumption of the products sold in the packages we produce. General economic conditions affect consumption in Graham Packaging's, Evergreen's and Closures' primary end-use markets, including beverage products, such as milk, other dairy products, juices, bottled water and carbonated and non-carbonated soft drinks, as well as the liquid food market and other packaged consumer products. Reynolds Consumer Products depends on the market conditions in the retail industry and consumer demand for its products which are also affected by general economic conditions. Similarly, demand for our Pactiv Foodservice products is impacted by market conditions in the foodservice industry, including restaurant demand.

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. In particular, our business has been in the past, and could be in the future, adversely affected by any economic downturn that results in difficulties for any of our major customers, including retailers. For example, uncertainty about future economic conditions globally, and in the United States and Europe in particular, could negatively impact our customers and adversely affect our results of operations. These conditions are beyond our control and may have an impact on our sales and results of operations. Macro-economic issues involving the broader financial markets, including the housing and credit systems and general liquidity issues in the securities markets, have negatively impacted the economy and may negatively affect our growth. In addition, weak economic conditions and declines in consumer spending and consumption have in the past harmed, and may in the future harm, our operating results.

Increased competition could reduce our sales and profitability and adversely affectour financial condition and results of operations.

All of our segments operate in highly competitive markets. Some of our competitors have significantly higher market shares than we do globally, or in the geographic markets in which we compete. Some of our competitors offer a more specialized variety of packaging materials and concepts and may serve more geographic regions through various distribution channels. Some of our competitors have lower costs or greater financial and other resources than we do and may be less adversely affected than we are by price declines or by increases in raw material costs or otherwise better withstand adverse economic or market conditions. The competitive issues faced by each of our segments are discussed in more detail in "Item 4. Information on RGHL — Business Overview — Competition."

Although in some of our businesses capital costs are significant and there are intellectual property and technological barriers to entry, in addition to existing suppliers, we also face the threat of competition from new entrants to our markets. To the extent there are new entrants, increasing or even maintaining our market shares or margins may be more difficult. In addition to other suppliers of similar products, our businesses also face

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competition from packaging made from other substrates. The prices that we can charge for our products are therefore constrained by the availability and cost of substitutes.

The combination of these market influences has created an intensely competitive environment in which product pricing (including volume rebates, marketing allowances and other items impacting net pricing) is a key competitive factor. 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, maintain and support consumer-meaningful brands. We may lose customers in the future, which would adversely affect our business and results of operations. These competitive pressures could result in reduced sales and profitability and limit our ability to recover cost increases through price increases and, unless we are able to control our operating costs, our gross margin may be adversely affected.

We are affected by seasonality and cyclicality in certain of our businesses.

Demand for bottled beverages, and consequently the related packaging, caps and closures, may be affected by weather conditions, especially during the summer months when weather impacts cold beverage consumption. In addition, demand for our consumer products, and in some instances our packaging products, typically increases during the holiday season which leads to increased sales in the fourth quarter, and our school milk carton business is typically stronger during the North American school semesters and decreases during the holiday periods. The market for some of our products can be cyclical and sensitive to changes in general business conditions, industry capacity, consumer preferences and other factors. We have no control over these factors and they can significantly influence our financial performance.

Our business and financial performance may be harmed by changes in consumerlifestyle, eating habits, nutritional preferences and health-related andenvironmental concerns.

Many of our products are used by consumers in connection with food or beverage products. Any reduction in consumer demand for these product types as a result of lifestyle, environmental, nutritional or health considerations could have a significant impact on our customers and hence on our financial condition and results of operations. For example, there have been recent concerns about the environmental or health impact resulting from the manufacturing, shipping and/or disposal of resin-based products, such as plastic water bottles and polystyrene containers and packaging. Product stewardship and resource sustainability concerns, including the recycling of products and product packaging and restrictions on the use of potentially harmful materials in products, have received increased attention in recent years and are likely to play an increasing role in brand management and consumer purchasing decisions. In addition, changes in consumer lifestyle, such as the gradual decline of home cooking, may result in decreasing demand for certain of our consumer products and increasing demand for our foodservice products. Our financial position and results of operations might be adversely affected to the extent that such environmental concerns or changes in consumer lifestyle reduce demand for our products.

If we fail to maintain satisfactory relationships with our major customers, ourresults of operations could be adversely affected.

Many of our customers are large and possess significant market leverage, which results in significant downward pricing pressure, and often constrains our ability to pass through price increases. Reynolds Consumer Products generally sells its branded products pursuant to informal trading policies and its store branded products under one year or multi-year agreements. Pactiv Foodservice sells the majority of its products under agreements ranging from one to three years, with the balance sold pursuant to purchase orders or formal short-term supply agreements. In addition, we do not have written agreements with some of our customers and many of our agreements can be terminated on short notice. Graham Packaging's sales are made pursuant to long-term customer purchase orders and contracts which typically vary in length with terms up to ten years. The contracts are requirements contracts which generally do not obligate the customer to purchase any given amount of product from Graham Packaging. Prices under Graham Packaging's arrangements are tied to market standards and therefore vary with market conditions. Evergreen's and Closures' products are generally sold under multi-year supply agreements with many of their customers. If our major customers reduce purchasing volumes or stop purchasing our products, our business and results of operations would likely be adversely affected. It is possible that we will lose customers in the future, which may adversely affect our business and results of operations.

We could incur significant costs in complying with environmental, health and safetylaws or permits or as a result of satisfying any liability or obligation imposedunder such laws or permits.

Our operations are subject to various federal, state, local and foreign environmental, health and safety laws and regulations. Among other things, these laws 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 and the end-users of our products, regulate the materials used in and the recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances, including releases by prior owners or operators of sites we currently own or operate. Violations of these laws and regulations or of any conditions contained in any environmental permit can result in substantial fines or penalties, injunctive relief, requirements to install pollution or other controls or equipment, civil and criminal sanctions, permit revocations and/or facility shutdowns. We could be held liable for the costs to address contamination of any real property we have ever owned, operated or used as a disposal site. We also could incur fines, penalties, sanctions or be subject to third-party claims for property damage, personal injury or nuisance or otherwise as a result of violations of or liabilities under environmental laws or in connection with releases of hazardous or other materials. In addition, changes in, or new interpretations of, existing laws, regulations or enforcement policies, the discovery of previously unknown contamination, or the imposition of other environmental liabilities or obligations in the future, including additional investigation or other obligations with respect to any potential health hazards of our products or business activities or the imposition of new permit requirements, may lead to additional compliance or other costs that could have a material adverse effect on our business, financial condition or results of operations.

Moreover, as environmental issues, such as climate change, have become more prevalent, federal, state and local governments, as well as foreign 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 considered legislation to reduce emissions of greenhouse gases. In addition, the United States Environmental Protection Agency (“EPA”) is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act. These and other foreign, federal and state climate change initiatives may cause us to incur additional direct costs in complying with new environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs resulting from our suppliers, customers or both incurring additional compliance costs that could get passed through to us or impact product demand. Additionally, the EPA is continuing the

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development of other new standards and programs that may be applicable to Evergreen's operations. In December 2012, the EPA finalized its rules regulating air emissions from industrial boilers and process heaters, commonly referred to as "Boiler MACT." Evergreen currently estimates capital costs to comply with the final Boiler MACT rules to be approximately $52 million; approximately $51 million of such costs will be spent in connection with the boiler at its Canton, North Carolina mill and $1 million in costs will be incurred in connection with a boiler at its Pine Bluff, Arkansas mill. As of December 31, 2017, approximately $43 million of Boiler MACT-related costs had been incurred. Evergreen expects to incur the remaining Canton costs by 2019. Evergreen does not expect either the Boiler MACT rules to have a material adverse effect on its business or the expenditures needed to achieve compliance to significantly increase the RGHL Group's capital expenditures during these periods.

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 wastes disposed. Programs have included, for example, mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material and requiring retailers or manufacturers to take back packaging used for their products. Legislation, as well as voluntary initiatives similarly aimed at reducing the level of plastic wastes, could reduce the demand for certain plastic packaging, result in greater costs for plastic packaging manufacturers or otherwise impact our business. Some consumer products companies, including some of our customers, have responded to these governmental initiatives and to perceived environmental concerns of consumers by using containers made in whole or in part of recycled plastic. Future legislation and initiatives could adversely affect us in a manner that would be material to our results of operations.

We may not be able to achieve some or all of the benefits that we expect to achievefrom our restructuring and cost savings programs.

We regularly review our businesses to identify opportunities to reduce our costs. When we identify such opportunities, we may develop a restructuring or cost savings program to attempt to capture those savings. We may not be able to realize some or all of the cost savings we expect to achieve in the future as a result of our restructuring and cost savings programs in the time frame we anticipate. A variety of factors could cause us not to realize some of the expected cost savings, including, among others, delays in the anticipated timing of activities related to our cost savings programs, lack of sustainability in cost savings over time, unexpected costs associated with operating our business, and lack of ability to eliminate duplicative back office overhead and redundant selling, general and administrative functions, obtain procurement related savings, rationalize our distribution and warehousing networks, rationalize manufacturing capacity and shift production to more economical facilities and avoid labor disruptions in connection with any integration, particularly in connection with any headcount reduction.

Our insurance may not 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 not be able to maintain adequate insurance in the future at rates we consider reasonable or to obtain or renew insurance against certain risks. Any significant uninsured liability may require us to pay substantial amounts which would adversely affect our cash position and results of operations.

We may be involved in a number of legal proceedings that could result in substantialliabilities for us.

We are involved in several legal proceedings. It is difficult to predict with certainty the cost of defense or the outcome of these proceedings and their impact on our business, including remedies or damage awards. The outcomes of these legal proceedings and other contingencies could require us to take or refrain from taking certain actions, which actions or inactions could adversely affect our operations or could require us to pay substantial amounts of money or restrict our operations. If liabilities or fines resulting from these proceedings are substantial or exceed our expectations, our business, financial condition or results of operations may be adversely affected.

Loss of any of our key manufacturing facilities could have an adverse effect on ourfinancial condition or results of operations.

While we manufacture most of our products in a number of diversified facilities, a loss of the use of all or a portion of any of our key manufacturing facilities due to an accident, labor issues, weather conditions, natural disaster or otherwise could have a material adverse effect on our financial condition or results of operations. In addition, certain of our products are produced at only one or at a small number of facilities, increasing the risks associated with a loss of use of such facilities. Examples of events that have caused plant shut-downs or disrupted production include (i) in September 2012, we ceased foil rolling operations at our Louisville, Kentucky plant (the only plant at which we perform the foil rolling phase of our foil manufacturing process) for 13 days because of a potential risk that we could have exceeded the limit under the plant's air emissions permit, (ii) storm damage and flooding from Hurricane Sandy in October 2012 at Pactiv Foodservice's Kearny, New Jersey plant, where injection molded products were manufactured, that led to the closure of that plant and the relocation of such production to other facilities, and (iii) a fire in May 2013 at Pactiv Foodservice's facility in Macon, Georgia, which manufactures molded fiber products (primarily egg cartons), that caused that plant to be closed for repairs until 2014. Other facilities have from time to time been impacted by adverse weather and other natural events, and while to date no such event has had a material adverse effect on our business, the prolonged loss of a key manufacturing facility could have such an effect.

Future government regulations and judicial decisions affecting products we produce orthe products contained in or sealed with the packaging, caps or closures we producecould significantly reduce demand for our products.

Government regulations and judicial decisions that affect the products we produce or the products contained in or sealed with the packaging, caps or closures we produce could significantly reduce demand for our products. For example, several cities have bannedthe sale of polystyrene foam products.Other jurisdictions have imposed taxes on products bottled or packaged in our products which has affected the sales of our products. Future legislation could also limit the use of our products or impose certain taxes on the use of our products. Such legislation could significantly reduce demand for many of our products and adversely affect our sales.

Changes to health and food safety regulations could increase costs and may also have a material adverse effect on our sales if, as a result, the public's attitude towards our consumer products or the end-products for which we provide packaging, caps or closures is substantially affected.

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Loss of our key management and other personnel, or an inability to attract newmanagement and other personnel, could impact our business.

We depend on our senior executive officers and other key personnel to operate our businesses and on our in-house technical experts to develop new products and technologies and to service our customers. The loss of any of these officers or other key personnel could adversely affect our operations. Competition is intense for qualified employees among companies that rely heavily on engineering and technology, and the loss of qualified employees or an inability to attract, retain and motivate additional highly skilled employees 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.

Significant consolidation among our customers or the loss of a significant customercould decrease demand for our products or our profitability.

Consolidation among our customers could adversely affect our profitability. Over the last several years, there has been a trend toward consolidation among our customers in the food and beverage industry and in the retail and foodservice industries, and we expect that this trend will continue. Consolidation among our customers could increase their ability to apply price pressure, and thereby force us to reduce our selling prices or lose sales, which would impact our results of operations. Following a consolidation, our customers in the food and beverage industry may also close production facilities or switch suppliers of packaging, caps or closures which could impact sales of our filling and capping machines and other products, while our customers in the retail industry may close stores, reduce inventory or switch suppliers of consumer products.

Additionally, Reynolds Consumer Products, Pactiv Foodservice, Graham Packaging and Closures rely on a relatively small number of customers for a significant portion of their revenue. In 2017, (i) Reynolds Consumer Products' top ten customers accounted for 68% of its revenue, with one customer accounting for 39% of revenue, (ii) Pactiv Foodservice's top ten customers accounted for 53% of its revenue, with two customers, one of which was Reynolds Consumer Products, accounting for 13% and 11% of revenue, (iii) Graham Packaging's top ten customers accounted for 50% of its revenue, with one customer accounting for 10% of revenue, and (iv) Closures' top ten customers accounted for 51% of its revenue, with one customer accounting for 11% of the segment’s total revenue. The loss of any of our significant customers could have a material adverse effect on our business, financial condition and results of operations.

Supply of faulty or contaminated products could harm our reputation and business.

We have control measures and systems in place to ensure the maximum safety and quality of our products is maintained. The consequences of not being able to do so, due to accidental or malicious raw material contamination, or due to supply chain contamination caused by human error or faulty equipment, could be severe. Such consequences may include adverse effects on consumer health, reputation, loss of customers and market share, financial costs or loss of revenue. In addition, if any of our competitors or customers supply faulty or contaminated products to the market, or if manufacturers of the end-products that utilize our packaging produce faulty or contaminated products, our industry, or our end-products' industries, could be negatively impacted, which could have adverse effects on our business.

In addition, if any of our products are found to be defective, we could be required to 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. Although we maintain product liability insurance coverage, potential product liability claims may exceed the amount of insurance coverage or potential product liability claims may be excluded under the terms of the policy.

Currency exchange rate fluctuations could adversely affect our results of operations.

Our business is exposed to fluctuations in exchange rates. Although our reporting currency is U.S. dollars, we operate in multiple countries and transact in a range of currencies in addition to U.S. dollars. Where possible, we try to minimize the impact of exchange rate fluctuations by transacting in local currencies so as to create natural hedges. There can be no assurance that we will be successful in protecting against these risks. Under certain circumstances in which we are unable to naturally offset our exposure to these currency risks, we may enter into derivative transactions to reduce such exposures. Nevertheless, exchange rate fluctuations may either increase or decrease our revenue and expenses as reported in U.S. dollars. Given the volatility of exchange rates, we may not be able to manage our currency transaction risks effectively, and volatility in currency exchange rates may materially adversely affect our financial condition or results of operations.

We may not be successful in adequately protecting our intellectual property rights,including our unpatented proprietary knowledge and trade secrets, or in avoidingclaims that we infringed on the intellectual property rights of others.

In addition to relying on the patent and trademark rights granted under the laws of the United States, countries in Europe and various other countries in which we operate, we rely on unpatented proprietary knowledge and trade secrets and employ various methods, including confidentiality agreements with employees and third parties, to protect our knowledge and trade secrets. However, these precautions and our patents and trademarks may not afford complete protection against infringement by third parties, and there can be no assurance that others will not independently develop the knowledge and trade secrets. Patent and trademark rights are territorial; thus, the patent and trademark protection we do have will only extend to those countries in which we have been issued patents and have registered trademarks. Even so, the laws of certain countries do not protect our intellectual property rights to the same extent as do the laws of the United States and various European countries. Further, we may not be able to prevent current and former employees, contractors and other parties from breaching confidentiality agreements and misappropriating proprietary information. It is possible that third parties may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. Infringement of our intellectual property may adversely affect our results of operations and make it more difficult for us to establish a strong market position in countries which may not afford adequate protection of intellectual property. Additionally, we have licensed, and may license in the future, patents, trademarks, trade secrets and similar proprietary rights to third parties. While we attempt to ensure that our intellectual property and similar proprietary 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, similar proprietary rights or reputation. If necessary, we also rely on litigation to enforce our intellectual property rights and contractual rights, and, if not successful, we may not be able to protect the value of our intellectual property. Any litigation could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of its outcome.

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Our success depends in part on our ability to obtain, or license from third parties, patents, trademarks, trade secrets and similar proprietary rights without infringing on the proprietary rights of third parties. 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 may infringe on the intellectual property rights of such persons and we may be subject to claims asserting infringement of intellectual property rights. No assurance can be given that we will not be subject to such additional claims seeking damages, the payment of royalties or licensing fees and/or injunctions against the sale of our products. Any such litigation could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of its outcome.

If we are unable to stay abreast of changing technology in our industry, our profitsmay decline.

Our businesses are subject to frequent and sometimes significant changes in technology, and if we fail to anticipate or respond adequately to such changes, or do not have sufficient capital to invest in these developments, our profits may decline. Our future financial performance will depend in part upon our ability to develop and market new products and to implement and utilize technology successfully to improve our business operations. We cannot predict all the effects of future technological changes. The cost of implementing new technologies could be significant, and our ability to potentially finance these technological developments may be adversely affected by our debt servicing requirements or our inability to obtain the financing we require to develop or acquire competing technologies.

Employee slowdowns, strikes and similar actions could have a material adverse effecton our business and operations.

Approximately 26% of our employees are subject to collective bargaining agreements or are represented by work councils. The transportation and delivery of raw materials to our manufacturing facilities and of our products to our customers by workers that are members of labor unions is critical to our business. In many cases, before we take significant actions with respect to our production facilities, such as workforce reductions or closures, we must reach agreement with applicable labor unions and employee works councils. The failure to maintain satisfactory relationships with our employees and their representatives, or prolonged labor disputes, slowdowns, strikes or similar actions, could have a material adverse effect on our business and results of operations.

We face risks associated with certain pension obligations.

We have pension plans that cover many of our employees, former employees and employees of formerly affiliated businesses. Many of these pension plans are defined benefit pension plans, pursuant to which the participants receive defined payment amounts regardless of the value or investment performance of the assets held by such plans. Deterioration in the value of plan assets, including equity and debt securities, resulting from a general financial downturn or otherwise, or a change in the interest rate used to discount the projected benefit obligations, could cause an increase in the underfunded status of our defined benefit pension plans, thereby increasing our obligation to make contributions to the plans, which in turn would reduce the cash available for our business.

Our largest pension plan is the Pactiv Retirement Plan, of which Pactiv became the sponsor at the time of the Pactiv spin-off from Tenneco Inc. in 1999. This plan covers most of Pactiv's employees as well as employees (or their beneficiaries) of certain companies previously owned by Tenneco Inc. but not currently owned by us. As a result, while persons who are not current Pactiv employees do not accrue benefits under the plan, the total number of individuals/beneficiaries covered by this plan is much larger than if only Pactiv personnel were participants. For this reason, the impact of the pension plan on our net income and cash from operations is greater than the impact typically found at similarly sized companies. Changes in the following factors can have a disproportionate effect on our results of operations compared with similarly sized companies: (i) interest rate used to discount projected benefit obligations, (ii) governmental regulations related to funding of retirement plans in the United States and foreign countries, (iii) financial market performance and (iv) revisions to mortality tables as a result of changes in life expectancy. Additionally, we have merged certain other plans into the Pactiv Retirement Plan. As of December 31, 2017, Pactiv's U.S. pension plan was underfunded by approximately $764 million and subsequent adverse financial market performance and decreases in interest rates may significantly increase this deficit. Future contributions to our pension plans, including Pactiv's U.S. pension plan, could reduce the cash otherwise available to operate our business and could have an adverse effect on our results of operations.

We may pursue and execute acquisitions, which, if not successful, couldadversely affect our business.

As part of our strategy, we may consider the acquisition of other companies, assets and product lines that either complement or expand our existing business. These acquisitions may be significant in size, scope or otherwise. However, we may not be able to continue to grow through acquisitions and cannot provide assurance that we will be able to consummate any acquisitions, or that any future acquisitions will be completed at acceptable prices and terms, or that the acquired businesses will be successfully integrated into our current operations. Acquisitions involve a number of specific risks, including:

• the diversion of management's attention to assimilating the acquired companies and their employees;

• the disruption of management's focus on directing the expansion of operations;

• the incorporation of acquired products into our product lines;

• demands on our operational and financial systems;

• demands on our financial resources;

• possible adverse effects on our operating results;

• the potential loss of customers of the acquired business;

• the inability to retain key employees of the acquired business; and

• failure to achieve the results we anticipate from such acquisitions.

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There are or may be liabilities associated with the businesses we have acquired or may acquire. Acquisitions have the risk that the obligations and liabilities of an acquired company may not be adequately released, indemnified or reflected in the historical financial statements of such company and the risk that such historical financial statements may contain errors. We may also become responsible for liabilities that we failed to or were unable to discover in the course of performing due diligence procedures in connection with our historical acquisitions and any future acquisitions. When possible, we require the sellers to indemnify us against certain undisclosed liabilities; however, we cannot be certain that these indemnification rights that we have obtained, or will obtain in the future, will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated with the business or property acquired. Any of these liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition or results of operations.

Our ability to successfully implement our business plan and achieve targeted financial results depends on our ability to successfully integrate businesses we have acquired in the past or may acquire in the future. Acquisitions inherently involve risks, including those associated with assimilating and integrating different business operations, corporate cultures, personnel, infrastructure and technologies or products and increasing the scope, geographic diversity and complexity of operations. There may be additional costs or liabilities associated with the acquisitions that we have consummated in recent years that we did not anticipate at the time such acquisitions were consummated, including an unexpected loss of key employees or customers and hiring additional management and other critical personnel. These acquisitions may also be disruptive to our ongoing business and may not be favorably received by our customers. Any of these risks could adversely affect our business, financial condition and results of operations.

We may sell some of our businesses from time to time.

From time to time we may sell some of our businesses. Sales involve a number of risks, including diversion of management’s attention to the sale process, costs associated with the sale process, risks associated with retained liabilities or indemnification obligations under the applicable sales agreements, loss of synergies that we enjoyed prior to the sale from having the sold business combined with our other businesses for certain costs and cost-sharing and the potential loss of benefits from having a more diverse group of businesses.

Sales also create risks relating to the use of sales proceeds. Under our Credit Agreement and bond indentures, we are generally required to either (a) reinvest the net sale proceeds in our businesses, or (b) use the net sale proceeds to reduce our indebtedness by prepaying loans under our Credit Agreement and/or repaying some of our outstanding notes. If there is a significant period of time between when the net proceeds are received and when they are used to reduce indebtedness or reinvested in a similar business, interest costs associated with holding the proceeds will exceed the earnings on such funds.

Changes in global conditions could adversely affect our business and results ofoperations.

Our financial results could be substantially affected by global market risks in the countries outside the United States in which we have manufacturing facilities or sell our products, primarily in Europe, Asia and South America. Our business and results of operations are materially affected by conditions in these economies. There can be no assurance that economic issues in these regions would not result in adverse effects that may be material to our cash flows, competitive position, financial condition, results of operations, or our ability to access capital. In addition, we have substantial manufacturing facilities in certain countries that are exposed to economic and political instability. Many of our raw materials, particularly plastic resins, are affected by changes in oil prices, and economic or political unrest in petroleum producing countries, such as those in the Middle East, will affect oil prices, which could affect our cost of raw materials and our results of operations. Downturns in economic activity, adverse foreign tax consequences or any changes in social, political or labor conditions in any of these countries or regions could negatively affect our results of operations.

Conditions in the global capital and credit markets and the economy in general mayhave a material adverse effect on our business, results of operations or financialposition.

The global capital and credit markets have undergone periods of significant volatility and disruption. Our results of operations and financial position have been, and may continue to be, negatively affected by adverse changes in the global capital and credit markets and the economy in general, both in the United States and elsewhere around the world. Economic conditions may also adversely affect the ability of our lenders, customers and suppliers to continue to conduct their respective businesses and may affect our ability to operate our production facilities in an economical manner. Many of our customers rely on access to credit to fund their operations. The inability of our customers to access credit facilities may adversely affect our business by reducing our sales, increasing our exposure to accounts receivable bad debts and reducing our profitability.

Concerns about consumer confidence, the availability and cost of credit, reduced consumer spending and business investment, the volatility and strength of global capital and credit markets and inflation have affected, and may continue to affect, the business and economic environment and ultimately the profitability of our business. Economic downturns characterized by higher unemployment, lower family income, lower corporate earnings, lower business investment and lower consumer spending have resulted, and may continue to result, in decreased demand for our products. We are unable to predict the likely duration or severity of any disruption in global capital and credit markets and the economy in general, all of which are beyond our control and may have a significant impact on our business, results of operations, cash flows and financial position.

The global scope of our operations and our corporate and financing structuremay expose us to potentially adverse tax consequences.

We are subject to taxation in and to the tax laws and regulations of multiple jurisdictions as a result of the global scope of our operations and our corporate and financing structure. We are also subject to intercompany pricing laws, including those relating to the flow of funds between our companies pursuant to, for example, purchase agreements, licensing agreements or other arrangements. Adverse developments in these laws or regulations, or any change in position regarding the application, administration or interpretation of these laws or regulations in any applicable jurisdiction, could have a material adverse effect on our business, financial condition and results of operations. In addition, the tax authorities in any applicable jurisdiction, including the United States, may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions, including the tax treatment or characterization of our indebtedness, including the Reynolds Notes, intercompany loans and guarantees. If any applicable tax authorities, including the U.S. tax authorities, were to successfully challenge the tax treatment or characterization of any of our transactions, it could result in the disallowance of deductions, the imposition of withholding taxes on

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internal deemed transfers or other consequences that could have a material adverse effect on our business, financial condition and results of operations.

Our access to trade receivable financings could adversely impact ourliquidity.

On March 22, 2017, the RGHL Group entered into a new $600 million receivables loan and security agreement (the "2017 Securitization Facility"). As of December 31, 2017, the RGHL Group had drawn $420 million under this facility. The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the RGHL Group. The funding base may vary, on a monthly basis, throughout the term of the 2017 Securitization Facility. To the extent the amount of eligible trade receivables decreases, we may be required to pay down existing borrowings under the 2017 Securitization Facility, which could require us to use cash on hand or revolver availability which may not be available or may be more expensive than borrowings under the 2017 Securitization Facility.

From time to time, we also may sell or factor some of our other accounts receivable. Our access to factoring programs depends on the availability of receivables insurance, and on our credit rating and the credit ratings of our customers and insurers. We may be unable to continue to utilize factoring programs or may only be able to do so on less desirable terms if either we are unable to obtain or renew receivables insurance or our credit rating or the credit ratings of our customers or insurers are negatively impacted. An inability to utilize factoring programs would slow our conversion of trade receivables to cash and increase our working capital requirements, which could require us to use revolver availability or cash on hand or to seek alternative sources of financing which may not be available or may be more expensive than our existing financing.

Our hedging activities may result in significant losses and in period-to-period earnings volatility.

We regularly enter into hedging transactions to limit our exposure to raw material and energy price risks as well as foreign currency risks. Our commodity hedges are primarily related to resin, aluminum, natural gas, ethylene, paraxylene, propylene, benzene, diesel and polyethylene. Our foreign currency hedges are primarily related to the Japanese yen, Canadian dollar and euro. If our hedging strategies prove to be ineffective or if we fail to effectively monitor and manage our hedging activities, we could incur significant losses which could adversely affect our financial position and results of operations, and we could experience significant fluctuations in our earnings from period to period. Factors that could affect the impact and effectiveness of our hedging activities include the accuracy of our operational forecasts of raw material, energy and foreign currency needs and volatility of the commodities, raw materials and foreign currency pricing markets.

We depend on a small number of suppliers for our raw materials and any interruptionin our supply of raw materials would harm our business and financial performance.

Some of our key raw materials are sourced from a relatively small number of suppliers. As a consequence, we are dependent on these suppliers for an uninterrupted supply of our key raw materials. Such supply could be disrupted for a wide variety of reasons, many of which are beyond our control. We have written contracts with some but not all of our key suppliers, and many of our written contracts can be terminated on short notice or include force majeure clauses that would excuse the supplier’s failure to supply in certain circumstances. An interruption in the supply of raw materials for an extended period of time could have an adverse impact on our business and results of operations.

If Reynolds Consumer Products does not continue to develop and maintainbrands that are meaningful to consumers, our results of operations may suffer.

The ability of Reynolds Consumer Products to compete successfully increasingly depends on its 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 initiatives. Reynolds Consumer Products focuses on developing innovative products to address consumers' unmet needs as well as introducing store branded products that emulate other popular branded consumer products and may increase its 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 in the statement of financial position.

Goodwill is a material component of our statement of financial position and impairments of such balance could have a significant impact on our results.

We have recorded a significant amount of goodwill in our consolidated financial statements resulting from our acquisitions. We test the carrying value of goodwill 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 the impairment testing could differ from future actual results of operations and cash flows. While we have concluded, for each year presented in our consolidated financial statements included in this annual report, that our goodwill is not impaired, future events could cause us to conclude that the goodwill associated with a given segment may have become impaired. Any resulting impairment charge, although non-cash, could have a material adverse effect on our results of operations and financial position.

As of December 31, 2017, our Graham Packaging segment had goodwill of $1,412 million. We performed an impairment analysis based upon forecasted discounted cash flows and future EBITDA and earnings multiple estimates as compared to current carrying values. As a result of the goodwill impairment test, we determined that Graham Packaging's goodwill was not impaired, but the value of the segment exceeded its carrying amount of $3.4 billion by approximately 4%. A change of approximately 2% in the forecasted EBITDA, forecasted cash flows, discount rate or the estimated earnings multiple for Graham Packaging could result in a goodwill impairment.

It is reasonably possible that within the next 12 months, we could recognize goodwill impairment charges if we have declines in profitability due to changes in volume, pricing, cost or the business environment. These changes could cause us to record impairment charges in future periods, which could be material.

Breaches of our information systems security measures could disrupt our internal operations.

We are dependent upon information technology for the distribution of information internally and also to our customers and suppliers. This information technology is subject to theft, damage or interruption from a variety of sources, including but not limited to malicious computer viruses,

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security breaches and defects in design. Various measures have been implemented to manage our risks related to information systems and network disruptions, but a system failure or breach of these measures could negatively impact our operations and financial results.

Risks Related to Our Structure, the Guarantees, the Collateral and the Reynolds Notes

Our substantial indebtedness could adversely affect our ability to fulfill ourobligations under the Reynolds Notes and our other debt obligations.

We have a substantial amount of outstanding indebtedness, which totaled $11,440 million as of December 31, 2017, comprised of the outstanding principal amounts of our borrowings. Refer to note 16 of the RGHL Group’s audited consolidated financial statements included elsewhere in this annual report for details of the RGHL Group’s borrowings as of December 31, 2017.

Our substantial indebtedness could have significant consequences for you. For example, it could:

• make it more difficult for us to generate sufficient cash to satisfy our obligations with respect to the Reynolds Notes and our other indebtedness;

• increase our vulnerability to general adverse economic and market conditions;

• limit our ability to obtain additional financing necessary for our business;

• require us to dedicate a substantial portion of our cash flow from operations to payments in relation to indebtedness, reducing the amount of cash flow available for other purposes, including working capital, capital expenditures, acquisitions and other general corporate purposes;

• require us to sell debt or equity securities or to sell some of our core assets, possibly on unfavorable terms, to meet debt payment obligations;

• restrict us from making strategic acquisitions or exploiting business opportunities;

• limit our flexibility in planning for, or reacting to, changes in our business and industry;

• place us at a possible competitive disadvantage compared to our competitors that have less debt;

• expose us to risks that are inherent in interest rate and currency fluctuations because certain of our indebtedness bears variable rates of interest and is in various currencies; and

• subject us to financial and other restrictive covenants, which, if we fail to comply with these covenants and that failure is not waived or cured, could result in an event of default under our indebtedness.

Despite our substantial indebtedness, we may be able to incur substantially more debt.

Despite our substantial indebtedness we may be able to incur or issue substantial additional debt in the future. Although restrictions on the incurrence of additional debt are contained in the indentures governing the Reynolds Notes and in the terms of our Credit Agreement, these restrictions are subject to a number of qualifications and exceptions. Also, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness as defined in such restrictions, such as certain contingent obligations incurred in the ordinary course of business.

Our ability to incur indebtedness depends, in part, upon our satisfaction of certain financial covenants in the indentures governing the Reynolds Notes and in the terms of our Credit Agreement. The indentures governing the Reynolds Notes permit us to incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Indebtedness may be incurred under the incurrence tests if the fixed charge coverage ratio is at least 2.00 to 1.00 on a pro forma basis and, (i) under the indentures governing certain Reynolds Senior Secured Notes, the liens securing first lien secured indebtedness do not exceed a 3.50 to 1.00 senior secured leverage ratio, (ii) under the indenture governing the 5.125% Senior Secured Notes due 2023 and the Senior Secured Floating Rate Notes due 2021, the liens securing the first lien secured indebtedness do not exceed a 4.50 to 1.00 senior secured leverage ratio and (iii) under the indentures governing the Reynolds Senior Notes, the liens securing any secured indebtedness do not exceed a 4.50 to 1.00 secured leverage ratio.

Under the Credit Agreement, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Incremental senior secured indebtedness under the Credit Agreement and senior secured notes in lieu thereof are permitted to be incurred up to an aggregate principal amount of $750 million, subject to pro forma compliance with the Credit Agreement’s total secured leverage ratio covenant. In addition, we may incur incremental senior secured indebtedness under the Credit Agreement, other senior secured loans and senior secured notes in an unlimited amount so long as our total secured leverage ratio does not exceed 4.50 to 1.00 on a pro forma basis and (in the case of incremental senior secured indebtedness under the Credit Agreement only) we are in pro forma compliance with the total secured leverage ratio covenant included in the Credit Agreement. The incurrence of unsecured indebtedness, including the issuance of senior notes, and unsecured subordinated indebtedness is also permitted if the fixed charge coverage ratio is at least 2.00 to 1.00 on a pro forma basis.

The amount of indebtedness that we can incur at any point in time will vary materially as a result of historical and pro forma changes in our earnings, cash flows and performance against contractual ratios and other results and factors.

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Restrictive covenants in the Reynolds Notes and our other indebtedness could adversely affectour business by limiting our operating and strategic flexibility.

The indentures governing the Reynolds Notes contain restrictive covenants that limit our ability to, among other things:

• incur or guarantee additional indebtedness or issue preferred stock or disqualified stock, including to refinance existing indebtedness;

• pay dividends or make distributions in respect of capital stock;

• purchase or redeem capital stock;

• make certain investments or certain other restricted payments;

• create or incur liens;

• sell assets;

• agree to limitations on the ability of certain of our subsidiaries to make distributions;

• enter into transactions with affiliates; and

• effect a consolidation, amalgamation or merger.

These restrictive covenants could have an adverse effect on our business by limiting our ability to take advantage of financing, mergers and acquisitions, joint ventures or other corporate opportunities. In addition, the Credit Agreement contains, and our future indebtedness may contain, other and more restrictive covenants and also prohibits us from prepaying certain of our other indebtedness prior to discharge of the Credit Agreement or such future indebtedness. The Credit Agreement contains a total secured leverage ratio covenant not to exceed 5.00 to 1.00 on a pro forma basis. This covenant operates for the benefit of the revolver lenders and issuing banks only, and applies if the aggregate revolving credit exposure (excluding any exposure in respect of undrawn letters of credit) as of the last day of a fiscal quarter exceeds 35% of the total commitments under the revolving credit facility on such day. Our future indebtedness may contain similar or other financial ratios set at levels determined by us and our future lenders. The ability to meet the leverage ratio could be affected by a deterioration in our operating results, as well as by events beyond our control, including increases in raw material prices and unfavorable economic conditions, and we cannot assure you that the leverage ratio will be met. It may be necessary to obtain waivers or amendments with respect to covenants under the indentures governing the Reynolds Notes and in the terms of the Credit Agreement or our future indebtedness from time to time, but we cannot assure you that we will be able to obtain such waivers or amendments. A breach of any of these covenants, leverage ratio or restrictions could result in an event of default under the indentures governing the Reynolds Notes or in the terms of the Credit Agreement or our future indebtedness and any of our other indebtedness or result in cross-defaults under certain of our indebtedness. Upon the occurrence of an event of default under the indentures governing the Reynolds Notes, the terms of the Credit Agreement or such other indebtedness, the lenders could terminate their commitment to lend and elect to declare all amounts outstanding under such indebtedness, together with accrued interest, to be immediately due and payable. If the lenders accelerate the payment of that indebtedness or foreclose on the assets securing that indebtedness, including the collateral, we cannot assure you that our assets would be sufficient to repay in full that indebtedness and our other indebtedness then outstanding, including the Reynolds Notes.

Our ability to generate the significant amount of cash needed to pay interest andprincipal on the Reynolds Notes and service our other debt and the ability to refinance all ora portion of our indebtedness or obtain additional financing depends on many factorsbeyond our control.

Our ability to generate sufficient cash flow from operations to make scheduled payments on, or to refinance obligations under, our debt will depend on our financial and operating performance, which, in turn, will be subject to prevailing economic and competitive conditions and to financial and business-related factors, many of which may be beyond our control. See “— Risks Related to Our Business” above.

As of December 31, 2017, we had $11,440 million of outstanding indebtedness, comprised of the outstanding principal amounts of our borrowings. Our annual cash interest obligations for 2018 on our Credit Agreement, the Reynolds Notes, the 2017 Securitization Facility, the Pactiv Notes and our other indebtedness are expected to be $608 million, assuming interest on our floating rate debt continues to accrue at the current interest rates and there is no change in the current euro-to-U.S. dollar exchange rate for euro-denominated interest obligations. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce working capital levels, reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or restructure all or a portion of our debt. In the future, our cash flow and capital resources may not be sufficient to allow us to make payments of principal and interest on our debt. Any alternative measures we may take may not be successful or be on commercially reasonable terms and may not permit us to meet our scheduled debt service obligations, including the payment of interest or principal in respect of the Reynolds Notes. In addition, we may want or need to refinance some or all of our indebtedness prior to maturity. We cannot assure you that we will be able to refinance any of our indebtedness or obtain additional financing, particularly because of our anticipated high levels of debt, prevailing market conditions and the debt incurrence restrictions imposed by the agreements governing our debt. In the absence of sufficient cash flow and capital resources, we could face substantial liquidity problems and may be required to dispose of material assets or operations to meet our debt service and other obligations. The indentures governing the Reynolds Notes and the terms of the Credit Agreement restrict, and our future indebtedness is likely to restrict, both our ability to dispose of assets and the use of proceeds from any such disposition. We cannot assure you that we will be able to consummate any asset sales, or if we do, what the timing of the sales will be or whether the proceeds that we realize will be adequate to meet our debt service obligations when due or that we will be contractually permitted to apply such proceeds for that purpose. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to implement any of these alternative measures, would have a material adverse effect on our business, financial condition and results of operations.

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Mr. Graeme Hart, our strategic owner, controls us through a number of holding companies and may have conflicts of interest with theholders of our debt or us in the future.

Mr. Graeme Hart indirectly owns all of our common stock and the actions he is able to undertake as our sole ultimate shareholder may differ from or adversely affect the interests of our debt holders. Because Mr. Hart ultimately controls our voting shares and those of all of our subsidiaries, he has and will continue to have the power, among other things, to affect our legal and capital structure and our day-to-day operations, as well as to elect our directors and those of our subsidiaries, to change our management and to approve any other changes to our operations. Additionally, Mr. Hart is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete, directly or indirectly, with us. Mr. Hart may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Finally, because none of our equity securities are listed on a securities exchange in the United States, we are not subject to certain of the corporate governance requirements of a U.S. securities exchange, including any requirement to have any independent directors.

An increase in interest rates would increase the cost of servicing our debt and couldreduce our profitability.

A portion of our outstanding debt, including the indebtedness we have incurred under the Credit Agreement, the Floating Rate Senior Secured Notes due 2021 and the 2017 Securitization Facility and, potentially, our future indebtedness, bears interest at variable rates. As of December 31, 2017, we had $4,746 million of variable rate debt outstanding. As a result, an increase in interest rates, whether because of an increase in market interest rates or an increase in our cost of borrowing, would increase the cost of servicing this debt and could materially reduce our profitability and adversely affect our ability to meet our obligations under the Reynolds Notes and our other debt obligations. The impact on us of such an increase would be more significant than it would be on some other companies because of our substantial debt.

The Reynolds Notes are joint and several obligations of a New Zealand-based limited liability company, a U.S.-based corporation and a U.S.-based limited liability company, each having no independent operations orsubsidiaries, and as a result, the Reynolds Notes Issuers' ability to service the Reynolds Notes is dependenton cash flow generated by members of the RGHL Group and their ability andwillingness to make distributions to the Reynolds Notes Issuers.

Reynolds Group Issuer Inc. ("U.S. Issuer"), an indirect wholly-owned subsidiary of RGHL and co-issuer of the Reynolds Notes, is a finance company with no operations of its own, and it has no material assets. Reynolds Group Issuer LLC ("U.S. Co-Issuer"), an indirect wholly-owned subsidiary of RGHL and co-issuer of the Reynolds Notes, is a finance company with no operations of its own, and its only material assets are certain intercompany proceeds loans to which it is a party. The NZ Issuer, (together with the U.S. Issuer and the U.S. Co-Issuer, the “Reynolds Notes Issuers”), an indirect wholly-owned subsidiary of RGHL and co-issuer of the Reynolds Notes, is a finance company with no operations of its own, and its only material assets are certain intercompany proceeds loans to which it is a party. As a result of the foregoing, the Reynolds Notes Issuers' cash flows and their ability to service their indebtedness, including their ability to pay the interest and principal amount in respect of the Reynolds Notes when due, depend on the performance of the RGHL Group and the ability of members of the RGHL Group to provide funds to the Reynolds Notes Issuers.

Accordingly, repayment of the Reynolds Notes Issuers' indebtedness, including the Reynolds Notes, depends on the generation of cash flow by the RGHL Group, and (if they are not guarantors of the Reynolds Notes) the ability of RGHL Group members to make such cash available to the Reynolds Notes Issuers whether by dividend, debt repayment, investment, loan, advance or otherwise. Unless they are guarantors of the Reynolds Notes, members of the RGHL Group do not have any obligation to pay amounts due on such Reynolds Notes or to make funds available for that purpose. Our subsidiaries may not be able to make payments to each Reynolds Notes Issuer to enable it to make payments in respect of its indebtedness, including the Reynolds Notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit the Reynolds Notes Issuers' ability to obtain cash from our subsidiaries. While the indentures governing the Reynolds Notes limit the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to the Reynolds Notes Issuers, these limitations are subject to certain qualifications and exceptions. In the event that the Reynolds Notes Issuers do not receive payments from our subsidiaries, they may be unable to make required principal and interest payments on their indebtedness, including the Reynolds Notes.

In addition, any payment of interest, dividends, distributions, debt repayments, investments, loans or advances by our subsidiaries to the Reynolds Notes Issuers could be subject to restrictions on such payments under applicable local law, monetary transfer restrictions, withholding taxes and foreign currency exchange regulations in the jurisdictions in which the subsidiaries operate or under arrangements with local partners.

A failure to comply with the debt covenants in the agreements governing ourindebtedness could lead to an acceleration of our debt repayment and possibly bankruptcy.

The terms of the Credit Agreement, the indentures governing the Reynolds Notes and the terms of our other indebtedness require us, and the terms of our future indebtedness are also likely to require us, to meet certain covenants. A default under any of our debt instruments could result in the accelerated repayment of our debt and possibly bankruptcy. This will negatively impact our ability to fulfill our obligations under the Reynolds Notes, including our obligation to pay interest and principal thereon.

The RGHL Group is required to comply with covenants under its various debtagreements, which may be subject to multiple interpretations.

The RGHL Group is subject to covenants under its various debt agreements, such as the indentures governing the Reynolds Notes and the terms of the Credit Agreement. These covenants may be subject to multiple interpretations, and, from time to time, parties to our debt agreements may disagree with our interpretation of these covenants. Disagreements with respect to the interpretation of these covenants may result in allegations of non-compliance which could result in a default or event of default under our indebtedness, either of which could materially adversely affect our financial condition.

If we default on our obligations to pay our other indebtedness, we may not be able tomake payments on the Reynolds Notes.

If our operating performance declines, and we breach our covenants under the agreements governing such indebtedness, we may need to seek waivers from the noteholders and the lenders under the Credit Agreement, or holders of our other indebtedness to avoid being in default.

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We may not be able to obtain a waiver from the required number of lenders or noteholders. If this occurs, we would be in default under such indebtedness. Any default under the agreements governing our indebtedness that is not cured or waived, as applicable, by the required lenders or noteholders thereunder, and the remedies sought by the holders of such indebtedness, could prevent us from making payments of principal, premium, if any, or interest on the Reynolds Notes and could substantially decrease the market value of the Reynolds Notes. In the event of any such default, the holders of such indebtedness could elect to declare all outstanding amounts thereunder to be due and payable, together with accrued and unpaid interest, and this may also cause a cross default in our other indebtedness and we could be forced into bankruptcy or liquidation. See "Item 10. Additional Information — Material Contracts."

We may be unable to raise the funds necessary to finance the change of controlrepurchase offers required by the indentures governing the Reynolds Notes andsimilar requirements in the agreements governing our other indebtedness.

If a specified change of control occurs in relation to us, the Reynolds Notes Issuers would be required to make an offer to purchase all of the outstanding Reynolds Notes at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. The occurrence of a change of control under the indentures governing the Reynolds Notes would require that the Credit Agreement, and may require that any of our future indebtedness, be immediately repaid or that we make an offer to repurchase it, possibly at a premium or subject to penalties. The Reynolds Notes Issuers may be dependent on RGHL and its subsidiaries for the funds necessary to fund any mandatory prepayment or redemption caused by such change of control event. RGHL and its subsidiaries may not have sufficient financial resources to purchase all of the Reynolds Notes that are tendered upon a change of control offer or to redeem such notes. A failure by the Reynolds Notes Issuers to purchase the Reynolds Notes after a change of control in accordance with the terms of the applicable indentures requiring such purchases would result in a default under the Credit Agreement and the indentures governing the Reynolds Notes and may result in a default under any future indebtedness.

The occurrence of a change of control may not be under our control and may occur at any time. For example, Packaging Finance Limited, the direct parent of RGHL, has pledged 100% of its shares in RGHL to certain lenders in connection with a financing arrangement. Consequently, it is possible that such lenders may enforce the pledge against Packaging Finance Limited and foreclose on the RGHL shares for reasons outside of our control. Such foreclosure may result in a change of control under the terms of the indentures governing the Reynolds Notes. In the event of a change of control, we cannot assure you that we will have sufficient assets to satisfy all of our obligations under the Credit Agreement, the Reynolds Notes, any future indebtedness and any other debt requiring repayment upon such event.

The terms of the Credit Agreement limit, and our future indebtedness may limit, our right to purchase or redeem certain indebtedness. In the event any purchase or redemption is prohibited, we may seek to obtain waivers from the required lenders under the Credit Agreement or our future lenders to permit the required repurchase or redemption, but the required lenders do not have, and our future lenders are unlikely to have, any obligation to grant, and may refuse to grant, such a waiver.

Certain of our debt obligations mature in close proximity to each other.

Our obligations under the Reynolds Notes, certain series of the Pactiv Notes and the term loans under the Credit Agreement mature between October 15, 2020 and April 15, 2027, and some of the maturity dates are in close proximity to each other. Based on outstanding balances as of December 31, 2017, principal amounts of $52 million mature in 2018, $36 million mature in 2019, $3,174 million mature in 2020, $1,431 million mature in 2021, $36 million mature in 2022, $4,995 million mature in 2023, $800 million mature in 2024, $276 million mature in 2025 and $200 million mature in 2027. As a result, we may not have sufficient cash to repay all amounts under our debt obligations at maturity. Furthermore, there can be no assurance that we will have the ability to borrow or otherwise raise the amounts necessary to repay such amounts and it may be difficult to refinance our indebtedness.

Our 2017 Securitization Facility matures in 2022. As of December 31, 2017, $420 million has been drawn under the 2017 Securitization Facility. We may not have sufficient cash to repay all amounts under our 2017 Securitization Facility at maturity. Furthermore, there can be no assurance that we will have the ability to borrow or otherwise raise the amounts necessary to repay the 2017 Securitization Facility and it may be difficult to refinance such facility.

Not all of our subsidiaries guarantee the Reynolds Notes, and the Reynolds Notes and the related guarantees will be structurally subordinated to all ofthe claims of creditors of those non-guarantor subsidiaries.

The Reynolds Notes are guaranteed by RGHL, BPI and subsidiaries of BP I that guarantee the Credit Agreement. The guarantee of the Reynolds Notes by a subsidiary, however, will be automatically released if such subsidiary’s guarantee of the Credit Agreement is released or discharged. See “— Because each guarantor's or security provider's liability under its guarantee or security may be reduced to zero, avoided or released under certain circumstances, you may not receive any payments from some or all of the guarantors or security providers.” In the future, other subsidiaries will be required to guarantee the Reynolds Notes only under certain limited circumstances. In addition, the indentures governing the Reynolds Notes do not limit the transfer of assets to, or the making of investments in, any of our restricted subsidiaries, including our non-guarantor subsidiaries.

In the event that any non-guarantor subsidiary becomes insolvent, is liquidated, reorganized or dissolved, or is otherwise wound up other than as part of a solvent transaction, the assets of such non-guarantor subsidiary will be used first to satisfy the claims of its creditors, including its trade creditors, banks and other lenders. Only the residual equity value will be available to the Reynolds Notes Issuers and any other guarantor of the Reynolds Notes, and only to the extent the Reynolds Notes Issuers or any guarantor of the Reynolds Notes are parent companies of such non-guarantor subsidiary. However, the Reynolds Notes Issuers currently do not have any subsidiaries. Consequently, the Reynolds Notes and each guarantee of the Reynolds Notes will be structurally subordinated to claims of creditors of non-guarantor subsidiaries. In addition, the indentures governing the Reynolds Notes permit our subsidiaries, including our non-guarantor subsidiaries, to incur additional debt (subject to certain conditions and limitations with respect to restricted subsidiaries) and do not limit their ability to incur trade payables and similar liabilities.

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Fraudulent conveyance laws and other limitations on the enforceability of the Reynolds Notes, the related guarantees and any security securing such notes or related guarantees, may adversely affect the validity and enforceability of such instruments or the related security securing them.

The Reynolds Notes, the related guarantees and any security securing such notes or the related guarantees may be subject to claims that they should be limited or voided in favor of our existing and future creditors under applicable law, including laws in Canada, New Zealand and the United States. In addition, the enforcement of the Reynolds Notes and the guarantees and the amount that can be recovered under a security interest in respect of any asset is limited to the extent of the amount which can be guaranteed by a particular guarantor, security provider or issuer without rendering the applicable guarantee or security voidable or otherwise ineffective under applicable law. Moreover, the enforcement of the Reynolds Notes, guarantees or security against any issuer, a relevant guarantor or security provider will be subject to certain defenses available to the issuers, guarantors or security providers generally under (i)the laws of New York, which govern the Reynolds Notes and the guarantees, (ii)the laws governing the relevant security document, and (iii)laws applicable to companies and other corporate entities in the jurisdiction in which the relevant issuer or guarantor or, if applicable, security provider is organized. These laws and defenses include those that relate to fraudulent conveyance or transfer, fraudulent or voidable preference, financial assistance, corporate purpose or benefit, preservation of share capital, thin capitalization, unlawful dividend and defenses affecting the rights of creditors or other stakeholders generally.

Although laws differ significantly among jurisdictions, in general, under fraudulent conveyance and similar laws, a court could subordinate or void any note obligation, guarantee or security obligation if it found that at the time any issuer, guarantor or security provider, as applicable, issued the Reynolds Notes or incurred obligations under a related guarantee or any security, such issuer, guarantor or security provider did so with the intent of preferring, hindering, delaying or defrauding, as applicable, current or future creditors, or received less than reasonably equivalent value or fair consideration for issuing the Reynolds Notes, incurring the guarantee or providing the security, as applicable, and:

• was insolvent or was rendered insolvent by reason of the incurrence of the applicable indebtedness or guarantee or providing the security, as applicable;

• was engaged, or about to engage, in a business or transaction for which its assets constituted unreasonably small capital;

• intended to incur, or believed that it would incur, debts beyond its ability to pay as such debts matured;

• was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment the judgment is unsatisfied; or

• in the case of a guarantee or security, the guarantee or security was not in the best interests or for the benefit of the guarantor or security provider.

The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied in the relevant legal proceeding. Generally, however, an issuer, a guarantor or a security provider could be considered insolvent if:

• it has failed to pay an amount that is due and in relation to which the creditor has served a written demand;

• it has failed to pay its liabilities generally as they become due;

• the sum of its debts, including contingent liabilities, is greater than its assets, at a fair valuation; or

• the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and mature.

We cannot give you any assurance as to what standards a court would use to determine whether any issuer, guarantor or security provider was solvent at the relevant time, or whether, notwithstanding the standard used, the Reynolds Notes or the applicable guarantee or security would not be avoided on other grounds, including those described above.

A company's guarantee of the Reynolds Notes could be subject to the claim that, since the guarantor incurred its guarantee for the benefit of its affiliate or affiliates that incurred such indebtedness, and only indirectly for the benefit of the guarantor, its obligations under its guarantee were incurred for less than reasonably equivalent value or fair consideration. If a court held that the guarantee should be avoided as a fraudulent conveyance, the court could avoid, or hold unenforceable, the guarantee, which would mean that noteholders would not receive any payments under such guarantee, and the court could direct holders of the Reynolds Notes to return any amounts that they had already received from the applicable guarantor.

Each guarantee of the Reynolds Notes contains a provision, referred to as the “savings clause,” intended to limit the guarantor's liability to the maximum amount that it could incur without causing its guarantee to be a fraudulent transfer. However, this provision may automatically reduce the guarantor's obligations to an amount that effectively makes the guarantee worthless and, in any case, this provision may not be effective to protect a guarantee from being avoided under fraudulent transfer laws. For example, in 2009, the U.S. Bankruptcy Court in the Southern District of Florida in Official Committee of Unsecured Creditors of TOUSA, Inc. v. Citicorp N. Am., Inc. found a “savings clause” provision in that case to be ineffective and held these guarantees to be fraudulent transfers and voided them in their entirety.

Laws or judicial determinations similar to those described above may also apply to any future guarantee or security granted by one of our subsidiaries.

Insolvency laws could limit the ability of noteholders to enforce their rights under the Reynolds Notes, the guarantees and thesecurity.

Any insolvency proceedings with regard to any issuer, guarantor or security provider would most likely be based on and governed by the insolvency laws of the jurisdiction under which the relevant entity is organized. As a result, in the event of insolvency with regard to any of these entities, the claims of holders of the Reynolds Notes against any applicable issuer, guarantor or security provider may be subject to the insolvency

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laws of its jurisdiction of organization. The provisions of such insolvency laws differ substantially from each other, including with respect to rights of creditors, priority of claims and procedure and may contain provisions that are unfavorable to holders of the Reynolds Notes. In addition, there can be no assurance as to how the insolvency laws of these jurisdictions will be applied in cross-border insolvency proceedings.

As a general matter, under insolvency law, any issuer's, any guarantor's or any security provider's liabilities in respect of the Reynolds Notes, the related guarantees and, if applicable, security, may, in the event of insolvency or similar proceedings, rank junior to certain of such issuer's, guarantor's or security provider's debts that are entitled to priority under the laws of such jurisdiction. Debts entitled to priority may include (i) amounts owed in respect of employee pension schemes, (ii) certain amounts owed to employees, (iii) amounts owed to governmental agencies, including tax authorities and (iv) expenses of an insolvency practitioner. In addition, in some jurisdictions, an examiner or administrator or similar party may be legally required to consider the interest of third parties (including, for example, employees) or the best interests of the relevant company in connection with the proceedings. In certain cases, the ability of a holder to collect interest accruing on the Reynolds Notes in respect of any period after the commencement of liquidation proceedings and a holder's rights in respect of the guarantees may be limited.

The enforcement of your rights as holders of the Reynolds Notes or under the related guarantees or security across multiple jurisdictions maybe difficult.

The Reynolds Notes are joint and several obligations of the Reynolds Notes Issuers. The Reynolds Notes are guaranteed and for certain series of the Reynolds Notes security has been provided by certain of our subsidiaries which are organized under the laws of Canada, NewZealand and the United States. In the event of bankruptcy, insolvency or a similar event, proceedings could be initiated in any of these jurisdictions or in the jurisdiction of organization of a future guarantor. The rights of holders under the Reynolds Notes and the guarantees and the security granted will be subject to the laws of several jurisdictions and holders of the Reynolds Notes may not be able to enforce their rights effectively in multiple bankruptcy, insolvency and other similar proceedings. Moreover, such multi-jurisdictional proceedings are typically complex and costly for creditors and often result in substantial uncertainty and delay in the enforcement of creditors' rights.

In addition, the bankruptcy, insolvency, foreign exchange, administration and other laws of the various jurisdictions in which the issuers, guarantors and security providers are located may be materially different from or in conflict with one another and those of the United States, including in respect of creditors' rights, priority of creditors, the ability to obtain post-petition interest and the duration of the insolvency proceeding. The consequences of the multiple jurisdictions involved in the transaction could trigger disputes over which jurisdiction's law should apply and choice of law disputes which could adversely affect the ability of noteholders to enforce their rights and to collect payment in full under the Reynolds Notes, the related guarantees and any security.

The beneficial owners of the Reynolds Senior Secured Notes are not party to any of the security documents. Therefore, in certain jurisdictions, there may be risks regarding the enforceability of the security interests granted by an issuer or guarantor in favor of the holders of the Reynolds Senior Secured Notes. Under the First Lien Intercreditor Agreement (the "First Lien Intercreditor Agreement") described in "Item 10. Additional Information — Material Contracts" and certain of the security documents which may be entered into with respect to the collateral securing the Reynolds Senior Secured Notes and the Credit Agreement, the collateral agents may hold secured claims equal to the amount of the Reynolds Senior Secured Notes and the Credit Agreement, for the benefit of the applicable secured parties thereunder pursuant to a parallel debt undertaking. This parallel debt undertaking may extend to the obligations with respect to the Reynolds Senior Secured Notes for the benefit of the trustee and the holders of the Reynolds Senior Secured Notes. Accordingly, the rights of the holders of the Reynolds Senior Secured Notes may not be directly secured by the pledges of the collateral but through this parallel claim. The parallel claim is acknowledged by the applicable issuer or guarantor by way of a parallel debt undertaking to the collateral agent. The parallel debt undertaking secures the Reynolds Senior Secured Notes and the relevant guarantees and the collateral secures claims under the parallel debt undertaking. There is uncertainty as to the enforceability of this procedure in many jurisdictions. We cannot assure you that it will eliminate or mitigate the risk of unenforceability posed by the law of any jurisdiction where parallel debt is used.

You may be unable to enforce judgments obtained in the United States and foreigncourts against us, certain of the guarantors or our or their respective directors andexecutive officers.

Certain of our directors and executive officers and certain of the guarantors as well as the NZ Issuer for the Reynolds Notes are, and will continue to be, non-residents of the United States, and most of the assets of these companies are located outside of the United States. As a consequence, you may not be able to effect service of process on the NZ Issuer and guarantors located outside the United States or the non-U.S. resident directors and officers in the United States or to enforce judgments of U.S. courts in any civil liabilities proceedings under the U.S. federal securities laws. Moreover, any judgment obtained in the United States against the non-resident directors, the executive officers, the NZ Issuer or the guarantors, including judgments with respect to the payment of principal, premium, if any, and interest on the Reynolds Notes, may not be collectible in the United States. There is also uncertainty about the enforceability in the courts of certain jurisdictions, including judgments obtained in the United States against certain of the guarantors, whether or not predicated upon the federal securities laws of the UnitedStates.

In particular, NZ Issuer is a limited liability company organized under the laws of New Zealand. Certain of its officers and directors are residents of various jurisdictions outside the United States. All or a substantial portion of their assets may be located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon such persons or to enforce judgments obtained against such persons in U.S. courts and predicated upon the civil liability provisions of the U.S. federal securities laws.

We have not presented individual financial statements or summary financial data for each ofthe guarantors of the Reynolds Notes (other than RGHL), the Reynolds Notes Issuers or other members of the RGHL Group and are not requiredto do so in the future under the indentures governing the Reynolds Notes.

Other than RGHL and BP I, we have not presented individual financial statements or summary financial data for each of the guarantors of the Reynolds Notes, the Reynolds Notes Issuers or other members of the RGHL Group in this annual report and may not be required to do so in the future under the indentures governing the Reynolds Notes. The absence of such separate financial statements may make it difficult for holders of the Reynolds Notes to assess the financial condition or results of operations of the Reynolds Notes Issuers and the guarantors or their compliance with the covenants in the indentures governing the Reynolds Notes, as applicable.

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Non-U.S. subsidiaries of our U.S. subsidiaries have not and will not guarantee the Reynolds Notes.

Non-U.S. subsidiaries of our U.S. subsidiaries have not and will not guarantee the Reynolds Notes, and the Reynolds Notes are and will be structurally subordinated to all claims of creditors, including trade creditors, of such non-U.S. subsidiaries.

In addition, any pledge of the securities of any first tier non-U.S. subsidiaries of our U.S. subsidiaries is limited to 100% of their non-voting capital stock and 65% of their voting capital stock. There is no pledge of the capital stock of any non-U.S. subsidiaries of our U.S. subsidiaries other than with respect to certain of our first-tier non-U.S. subsidiaries. The Reynolds Senior Secured Notes have not and will not be secured by a pledge of the assets of any non-U.S. subsidiary of our U.S. subsidiaries. Accordingly, the Reynolds Senior Secured Notes are and will be effectively subordinated to such non-U.S. subsidiaries' secured liabilities and obligations to the extent of the value of any assets that secure such liabilities and obligations.

We are not required to reorganize our corporate structure such that any non-U.S. subsidiaries of our U.S. subsidiaries will provide a guarantee or a pledge of their assets or such that a pledge of 100% of their voting capital stock can be granted.

Certain jurisdictions may impose withholding taxes on payments under the Reynolds Notes and any relatedguarantees or security documents or impose foreign exchange restrictions which mayalter or reduce the amount recoverable by noteholders.

Payments made under the Reynolds Notes and any related guarantees or security granted by guarantors, security providers and the issuers in certain jurisdictions may be subject to withholding tax, the amount of which will vary depending on the residency of the recipient, the availability of double-tax treaty relief and the recipient's legal relationship with the relevant guarantor, issuer or security provider. In certain circumstances holders may be entitled to receive additional amounts in respect of such withholding tax, other than withholding tax imposed or levied by or on behalf of the United States or any political subdivision or governmental authority thereof or therein having power to tax. In addition, government or central bank approvals may be required in order for a guarantor, issuer or security provider organized under the laws of certain jurisdictions to remit payments outside that jurisdiction under its guarantee or security.

In addition, foreign exchange controls applicable in certain jurisdictions may limit the amount of local currency that can be converted into other currencies, including U.S. dollars, upon enforcement of a guarantee or security interest.

You may face currency exchange risks by investing in the Reynolds Notes.

The Reynolds Notes are denominated and payable in U.S. dollars. If you measure your investment returns by reference to a currency other than U.S. dollars, investment in the Reynolds Notes entails foreign currency exchange-related risks due to, among other factors, possible significant changes in the value of the U.S. dollar relative to the currency you use to measure your investment returns, caused by economic, political and other factors which affect exchange rates and over which we have no control. Depreciation of the U.S. dollar against the currency in which you measure your investment returns would cause a decrease in the effective yield of the Reynolds Notes below their stated coupon rates and could result in a loss to you when the return on such notes is translated into the currency in which you measure your investment returns. There may be tax consequences for you as a result of any foreign currency exchange gains or losses resulting from your investment in the Reynolds Notes. You should consult your tax advisor concerning the tax consequences to you of acquiring, holding and disposing of the Reynolds Notes.

Our access to capital markets, our ability to enter into new financing arrangementsand our business operations could be significantly impaired if our credit ratings aredowngraded.

Downgrades in our credit ratings could adversely affect our ability to access the capital markets and/or lead to increased borrowing costs in the future. Some rating agencies that provide corporate ratings on us or provide ratings on our debt may downgrade their corporate or debt ratings with respect to us. In addition, perceptions of us by investors, producers, other businesses and consumers could also be significantly impaired.

Because each guarantor's or security provider's liability under its guarantee orsecurity may be reduced to zero, avoided or released under certain circumstances, youmay not receive any payments from some or all of the guarantors or securityproviders.

The Reynolds Notes have the benefit of the guarantees of and, with respect to the Reynolds Senior Secured Notes, security from RGHL, BP I and certain of its subsidiaries, including the Reynolds Notes Issuers. However, the guarantees and the security are limited to the maximum amount that the guarantors or the security providers are permitted to guarantee and secure under applicable law. As a result, a guarantor's or a security provider's liability under a guarantee or in respect of security could be materially reduced or reduced to zero depending on the amount of other obligations of such entity and upon applicable laws. Further, under certain circumstances, a court under applicable fraudulent conveyance and transfer statutes or other applicable laws could void the obligations under a guarantee or in respect of security, or subordinate the guarantee or security to other obligations of the guarantor or security provider. See “— Fraudulent conveyance laws and other limitations on the enforceability of the Reynolds Notes, the related guarantees and any security securing such notes or related guarantees, may adversely affect the validity and enforceability of such instruments or the related security securing them.”

Our Credit Agreement provides us with flexibility to exclude certain non-U.S. subsidiaries from the collateral and guarantee requirements under the Credit Agreement, subject to certain conditions. The Credit Agreement requires that our guarantor subsidiaries collectively continue to maintain combined gross assets of at least 75% of our consolidated total assets and combined EBITDA of at least 75% of our consolidated EBITDA. If we are unable to meet these minimum guarantee requirements at the end of a fiscal quarter, we would be required to add additional subsidiary guarantors as necessary to satisfy such requirements. See “Item 10. Additional Information — Material Contracts.”

In addition, in certain jurisdictions, a guarantee or security interest granted by a company that is not in the company's corporate interests or where the burden of that guarantee or security exceeds the benefit to the company may not be valid and enforceable. It is possible that a creditor of an entity or the insolvency administrator in the case of an insolvency of an entity may contest the validity and enforceability of the guarantee or security and that the applicable court may determine that the guarantee or security should be limited or voided. In the event that any guarantees or security are deemed invalid or unenforceable, in whole or in part, or to the extent that agreed limitations on the guarantee or secured obligation apply, the Reynolds Notes would rank pari passu with, or be effectively subordinated to, all liabilities of the applicable guarantor, including trade payables of such guarantor.

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Relevant local insolvency laws may not be as favorable to you as U.S. bankruptcy lawsand may preclude holders of the Reynolds Notes from recovering paymentsdue.

Certain members of the RGHL Group that are either an issuer or guarantors or security providers (subject to certain exceptions) are organized under the laws of Canada or New Zealand. The procedural and substantive provisions of the insolvency laws of these countries may not be as favorable to creditors as the provisions of U.S. law.

In the event that any one or more of the Reynolds Notes Issuers, the guarantors, security providers, any future guarantors or security providers or any other of our subsidiaries experience financial difficulty, it is not possible to predict with certainty in which jurisdiction or jurisdictions insolvency or similar proceedings would be commenced, or the outcome of such proceedings.

Primary note obligations, guarantees and security provided by entities organized in jurisdictions not summarized in this annual report and, in the case of security governed by the laws of a jurisdiction not summarized in this annual report, are also subject to material limitations pursuant to their terms, by statute or otherwise. Any enforcement of the primary note obligations, the guarantees and security after bankruptcy or an insolvency event in such other jurisdictions will possibly be subject to the insolvency laws of the relevant entity's jurisdiction of organization or other jurisdictions. The insolvency and other laws of each of these jurisdictions may be materially different from, or in conflict with, each other, including in the areas of rights of creditors, the ability to void preferential transfer, priority of governmental and other creditors, ability to obtain post-petition interest and duration of the proceeding. The application of these laws, or any conflict among them, could call into question whether any particular jurisdiction's laws should apply, adversely affect your ability to enforce your rights under the guarantees and security in these jurisdictions and limit any amounts that you may receive.

Most assets of the guarantors guaranteeing the Reynolds Senior Notes are subject to control by creditors with liens securing the Reynolds Senior Secured Notes and the Credit Agreement. If there is a default, the value of the assets may not be sufficient to repay the priority creditors and the holders of the Reynolds Senior Notes.

The Reynolds Senior Notes are unsecured but are guaranteed by certain subsidiaries of RGHL. Most of the assets of the guarantors of the Reynolds Senior Notes are pledged, on a priority basis, for the benefit of the lenders under the Credit Agreement and for the benefit of the holders of the Reynolds Senior Secured Notes. The indentures governing the Reynolds Notes, as well as the terms of the Credit Agreement, allow the incurrence of additional senior secured indebtedness in the future. In the event of an insolvency or liquidation, or if payment under the Reynolds Senior Secured Notes, the Credit Agreement or any other secured debt is accelerated, the lenders under the Credit Agreement, holders of the Reynolds Senior Secured Notes and holders of any other secured debt will be entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under documents pertaining to the Credit Agreement, the Reynolds Senior Secured Notes or any other secured debt) and will be paid out of the assets pledged as collateral before these assets are made available to holders of the Reynolds Senior Notes. In such event, the proceeds from the sale of such assets may not be sufficient to satisfy our obligations under the Reynolds Senior Notes.

Holders of the Reynolds Senior Secured Notes may not control certain decisions regarding collateral.

The trustee and collateral agents for the holders of the Reynolds Senior Secured Notes and the administrative agent under the Credit Agreement have entered into the First Lien Intercreditor Agreement, which provides, among other things, that the lenders under the Credit Agreement will control substantially all matters related to the collateral that secures the Credit Agreement, which collateral also secures the Reynolds Senior Secured Notes, and the lenders under the Credit Agreement may direct the collateral agents to foreclose on or take other actions with respect to such collateral with which holders of the Reynolds Senior Secured Notes may disagree or that may be contrary to the interests of holders of the Reynolds Senior Secured Notes. In addition, the First Lien Intercreditor Agreement provides that, to the extent any collateral securing our obligations under the Credit Agreement is released to satisfy such creditor's claims in connection with such a foreclosure, the liens on such collateral securing the Reynolds Senior Secured Notes will also automatically be released without any further action by the trustee, collateral agents or the holders of the Reynolds Senior Secured Notes and the holders of the Reynolds Senior Secured Notes will agree to waive certain of their rights relating to such collateral in connection with a bankruptcy or insolvency proceeding involving us or any guarantor of the Reynolds Senior Secured Notes. The First Lien Intercreditor Agreement provides that the holders of the Reynolds Senior Secured Notes may not take any actions to direct foreclosures or take other remedial actions following an event of default under the Credit Agreement or the Reynolds Senior Secured Notes for at least 90 days and longer if the administrative agent under the Credit Agreement takes action to direct foreclosures or other actions following such event of default.

After the discharge of the obligations with respect to the Credit Agreement whether on enforcement or repayment (other than repayment with indebtedness incurred under an agreement designated as a “Credit Agreement” for the purposes of the First Lien Intercreditor Agreement), at which time the parties to the Credit Agreement will no longer have the right to direct the actions of any collateral agent with respect to the collateral pursuant to the First Lien Intercreditor Agreement, that right passes to the authorized representative of holders of the next largest outstanding principal amount of indebtedness secured by a first lien on the collateral.

In addition, subject to certain conditions, the security documents generally allow us and our subsidiaries to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the collateral. This may impact the type and quality of the security interest granted in respect of the collateral. In addition, to the extent we sell any assets that constitute collateral, the proceeds from such sale will be subject to a lien securing the Reynolds Senior Secured Notes only to the extent such proceeds would otherwise constitute “collateral” securing the Reynolds Senior Secured Notes under the security documents. To the extent the proceeds from any sale of collateral do not constitute “collateral” under the security documents, the pool of assets securing the Reynolds Senior Secured Notes would be reduced and the Reynolds Senior Secured Notes would not be secured by the proceeds of the sale.

There may not be sufficient collateral to satisfy our obligations under all or any ofthe Reynolds Senior Secured Notes.

Much of our assets are not and will not be collateral for the Reynolds Senior Secured Notes or our other secured indebtedness and no appraisals of the fair market value of any assets that are collateral were prepared in connection with the offerings of the Reynolds Senior Secured Notes. The assets that are excluded from the collateral include all assets of certain foreign subsidiaries and a number of real properties. The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. The

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book value of our assets may not be indicative of the fair market value of such assets, which could be substantially lower. Accordingly, the value of the collateral securing our indebtedness, including the Reynolds Senior Secured Notes and the Credit Agreement and our other indebtedness that shares in the collateral, could be substantially less than the aggregate principal amount of our secured indebtedness. By their nature, some or all of the pledged assets may be illiquid and may have no readily ascertainable market value or market. While we do not presently believe the Reynolds Senior Secured Notes or our other secured indebtedness are under-collateralized, the value of the assets pledged as collateral for the Reynolds Senior Secured Notes or our other secured indebtedness could be impaired in the future as a result of changing economic conditions in the relevant jurisdictions, changing legal regimes, our failure to implement our business strategy, competition and other future trends. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, the proceeds from any sale or liquidation of the collateral may be insufficient to pay our obligations under the Reynolds Senior Secured Notes or our other secured indebtedness.

Most of the collateral is subject to the prior or equal claims of other creditors which could diminish any recovery from the collateral. Certain other creditors may have permitted liens which rank prior to the liens of the noteholders in the collateral. In addition, certain other creditors may have permitted liens which rank junior to the liens of the noteholders in the collateral. The indentures governing the Reynolds Notes also permit us to incur additional indebtedness that may share in the collateral on a senior or equal lien priority basis. Any additional obligations secured by a lien on the collateral securing the Reynolds Senior Secured Notes, whether effectively or actually senior to or equal with the lien in favor of the Reynolds Senior Secured Notes, will adversely affect the relative position of the holders of such Reynolds Senior Secured Notes with respect to the collateral securing such notes. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us, the proceeds of the enforcement against the collateral will be used first to pay the secured parties under any indebtedness secured on a senior lien priority basis over the collateral in full before making any payments on the Reynolds Senior Secured Notes and any other indebtedness with an equal lien on the collateral. Any Reynolds Senior Secured Notes remaining outstanding will be general unsecured claims that are equal in right of payment with our other unsecured unsubordinated or subordinated indebtedness, as relevant. The presence of junior liens may also impair the value recoverable from the collateral.

The value of the collateral securing the Reynolds Senior Secured Notes may not be sufficientto secure post-petition interest.

In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against any issuer, guarantor or security provider located in the United States, holders of the Reynolds Senior Secured Notes will only be entitled to post-petition interest under the U.S. federal bankruptcy code to the extent that the value of their security interest in the collateral is greater than their pre-bankruptcy claim. Holders of the Reynolds Senior Secured Notes may be deemed to have an unsecured claim to the extent that our obligations in respect of the Reynolds Senior Secured Notes exceed the fair market value of the collateral securing the Reynolds Senior Secured Notes. As a result, holders of the Reynolds Senior Secured Notes that have a security interest in collateral with a value equal to or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the bankruptcy code. In addition, it is possible that the bankruptcy trustee, the debtor-in-possession or competing creditors will assert that the fair market value of the collateral with respect to the Reynolds Senior Secured Notes on the date of the bankruptcy filing was less than the then-current principal amount of the Reynolds Senior Secured Notes. Upon a finding by a bankruptcy court that the Reynolds Senior Secured Notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the Reynolds Senior Secured Notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement for holders of the Reynolds Senior Secured Notes to receive post-petition interest and a lack of entitlement for holders of the unsecured portion of the Reynolds Senior Secured Notes to receive other “adequate protection” under U.S. federal bankruptcy laws. In addition, if any payments of post-petition interest had been made at the time of such a finding of under-collateralization, those payments could be re-characterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to the Reynolds Senior Secured Notes. No appraisals of the fair market value of the collateral were prepared in connection with the offerings of the Reynolds Senior Secured Notes and we therefore cannot assure you that the value of the noteholders' interest in the collateral equals or exceeds the principal amount of the Reynolds Senior Secured Notes. See “— There may not be sufficient collateral to satisfy our obligations under all or any of the Reynolds Senior Secured Notes.” In addition, in certain other jurisdictions, holders of Reynolds Senior Secured Notes may not be entitled to post-petition interest.

The pledge of the securities of our subsidiaries that secures the Reynolds Senior Secured Notes, subject to certain exceptions, will automatically be released to the extentand for so long as that pledge would require the filing of separate financialstatements with the SEC for that subsidiary. As a result of any such release, theReynolds Senior Secured Notes could be secured by less collateral than our other first-lienindebtedness, including the Credit Agreement.

The Reynolds Senior Secured Notes are secured by a pledge of the stock and other securities of certain of our subsidiaries held by the Reynolds Notes Issuers or the guarantors of the Reynolds Senior Secured Notes. Under the SEC regulations in effect as of the issue dates of the Reynolds Senior Secured Notes, if the par value, book value as carried by us or market value, whichever is greatest, of the capital stock, other securities or similar items of a subsidiary pledged as part of the collateral is greater than or equal to 20% of the aggregate principal amount of any one series of the Reynolds Senior Secured Notes then outstanding, such a subsidiary would be required to provide separate financial statements to the SEC. The indentures governing the Reynolds Senior Secured Notes provide that any portion of the capital stock and other securities of any of our subsidiaries will be excluded from the collateral to the extent that it exceeds the maximum amount of such capital stock or other security that can be pledged to secure the Reynolds Senior Secured Notes without causing such subsidiary to be required to file separate financial statements with the SEC pursuant to Rule 3-16 of Regulation S-X or another similar rule, except that such exclusion will not apply to shares of BP I at any time. As a result, holders of the Reynolds Senior Secured Notes could lose a portion or all of their security interest in the capital stock or other securities of those subsidiaries during that period. We conduct substantially all of our business through our subsidiaries, many of which have capital stock with a value in excess of 20% of the aggregate principal amount of the Reynolds Senior Secured Notes. Accordingly, the pledge of stock and securities with respect to each such subsidiary will be limited in value to less than 20% of the aggregate principal amount of the Reynolds Senior Secured Notes. As a result, holders of the Reynolds Senior Secured Notes could lose a portion or all of their security interest in the capital stock or other securities of those subsidiaries during that period. It may be more difficult, costly and time-consuming for holders of the Reynolds Senior Secured Notes to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary. In addition, the lenders under the Credit Agreement are not subject to such limitation and may have security interests which are substantially more valuable as a result thereof.

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The collateral securing the Reynolds Senior Secured Notes may be dilutedunder certain circumstances.

The collateral that secures the Reynolds Senior Secured Notes, subject to certain limited exceptions, also secures obligations under our Credit Agreement. In addition, this collateral may secure additional senior indebtedness that we or our restricted subsidiaries incur in the future, subject to restrictions on our or their ability to incur debt and liens under the indentures governing the Reynolds Senior Secured Notes and other agreements governing our indebtedness. Your rights would be diluted by any increase in the amount of indebtedness secured by this collateral.

The collateral is subject to casualty risk.

Even if we maintain insurance, there are certain losses that may be either uninsurable or not economically insurable, in whole or part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any collateral, the insurance proceeds may not be sufficient to satisfy all of our obligations, including the Reynolds Senior Secured Notes and related guarantees.

Any security granted over collateral might be avoided by a trustee in bankruptcy.

Any security granted over collateral in favor of any collateral agents, including pursuant to security documents delivered after the date of the indentures governing the Reynolds Senior Secured Notes, might be avoided by the grantor, as debtor-in-possession, or by its trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if the grantor is insolvent at the time of granting the security or becomes insolvent as a result of entering into the security or associated documentation, including a guarantee, or a bankruptcy proceeding in respect of the security provider is commenced within a specified number of days following the granting of the security.

In the event that the First Lien Intercreditor Agreement is found to be invalid or unenforceable, the liens in favor of a series of Reynolds Senior Secured Notes in some foreign jurisdictions may not rank pari passu with the liens in favor of the Credit Agreement and the liens in favor of the rest of the Reynolds Senior Secured Notes.

The security documents that create the liens in favor of the Reynolds Senior Secured Notes and the Credit Agreement with respect to certain foreign collateral rely on the First Lien Intercreditor Agreement for establishing the relative priorities of the holders of the Reynolds Senior Secured Notes and the lenders and other secured parties under the Credit Agreement. Because the priority of any series of Reynolds Senior Secured Notes with respect to such foreign collateral as compared to the other series of Reynolds Senior Secured Notes and the Credit Agreement depends, in certain instances, on the enforceability of the First Lien Intercreditor Agreement, if the First Lien Intercreditor Agreement is found to be invalid or unenforceable, the liens in favor of a series of Reynolds Senior Secured Notes, in certain jurisdictions, may not rank pari passu with the liens in favor of the other series of Reynolds Senior Secured Notes and the Credit Agreement. In such a situation the claims of the holders of such series of the Reynolds Senior Secured Notes will be effectively subordinated to claims of the holders of the rest of the Reynolds Senior Secured Notes and the lenders and other secured parties under the Credit Agreement to the extent of the value of the assets secured by such liens.

Security interests in respect of the collateral may be adversely affected by thefailure to perfect security interests in certain collateral presently owned oracquired in the future.

The security interest in the collateral securing the Reynolds Senior Secured Notes includes assets now owned or, to the extent permitted by applicable laws, acquired or arising in the future. Applicable law requires that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or any collateral agent will monitor, or that we will inform the relevant trustee or any collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly create or perfect the security interest in such after-acquired collateral. Such failure may result in the loss of the security interest therein or the priority of the security interest in favor of the Reynolds Senior Secured Notes against third parties. In addition, we are not required to take certain perfection steps in respect of particular assets, whether owned now or acquired in the future, in certain jurisdictions for cost or commercial reasons or such perfection steps may only occur at the time of enforcement. For example, although certain of our trade receivables may be assigned by way of security, we are not required, and do not intend, to notify the obligor of such receivables of the existence of such security, which may impair the effectiveness of the security interest.

Certain of the jurisdictions where you have the benefit of a security interest in collateral securing the Reynolds Senior Secured Notes may not have public, or other third-party, registers where liens, pledges or other forms of security interests may be centrally recorded and if they do have such registers, registration may not be compulsory to protect a secured party's interests or any registration may not be made or, when made, may not be effective to create priority over other security granted prior to the registration being made. As a result, in these jurisdictions the trustee or collateral agent must rely on any representations and warranties given by us that there are no liens, pledges or applicable other security interests already in place. There can be no assurance that we will accurately inform the relevant trustee or any collateral agent of the status of the collateral securing the Reynolds Senior Secured Notes and the value of the security interest may be adversely affected thereby.

In addition, in certain jurisdictions security interests created over particular assets can only be perfected by possession of the asset by the secured party. The terms of the security documents may not require possession to be granted to the secured party until enforcement, meaning that the security interest will remain unperfected until possession is granted.

Rights of holders of the Reynolds Senior Secured Notes may be adversely affected by bankruptcy proceedings in the United States.

The right of the collateral agents to repossess and dispose of the collateral securing the Reynolds Senior Secured Notes upon acceleration is likely to be significantly impaired by U.S. federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly even after any collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as any collateral agent, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, U.S. bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor's interest in the collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary

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powers of a bankruptcy court, it is impossible to predict how long payments under the Reynolds Senior Secured Notes could be delayed following commencement of a bankruptcy case, whether or when any collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the Reynolds Senior Secured Notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of “adequate protection.” Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the Reynolds Senior Secured Notes, the holders of the Reynolds Senior Secured Notes would have “undersecured claims” as to the difference. U.S. federal bankruptcy laws do not permit the payment or accrual of interest, costs and attorneys' fees for “undersecured claims” during the debtor's bankruptcy case.

Security providers may own assets outside the respective jurisdictions in which theywere formed.

The guarantors, security providers and issuers granting security in respect of the Reynolds Senior Secured Notes may own collateral located outside the respective jurisdictions in which such guarantors, security providers or issuers were formed. Where this is the case, the relevant security documents may not purport to create security interests over such collateral. In circumstances where the security documents purport to create security interests over such collateral, such security interests may not be effective, or the enforcement of such security interests in the jurisdiction in which the collateral is located may not be possible.

The use of collateral agents may diminish the rights that a secured creditor wouldotherwise have with respect to the collateral.

In most cases, the collateral will be taken in the name of a collateral agent for the benefit of the holders of the relevant Reynolds Senior Secured Notes and the relevant trustee. As a result, any collateral agent may effectively control actions with respect to collateral which may impair the rights that a noteholder would otherwise have as a secured creditor. Any collateral agent may take actions that a noteholder disagrees with or may fail to take actions that a noteholder wishes to pursue. For example, a collateral agent could decide to credit bid using the value of a noteholder's secured claim even if such noteholder would not individually have done so.

Furthermore, any collateral agent may fail to act in a timely manner which could impair the recovery of the noteholders.

In addition, in instances where any collateral agent cannot, or it is impractical for it to, hold a security interest, a gratuitous bailee may hold the security interest for the benefit of the noteholders. The holders will have no rights against any such gratuitous bailee.

The collateral agents may not be able to possess certain collateral on enforcementand may also be prevented from holding security interests in certain collateral.

Applicable laws may restrict the ability of a foreign entity that holds a security interest in particular collateral from taking possession of that collateral on enforcement. In addition, certain jurisdictions restrict the ability of foreign entities to hold the benefit of security interests over certain assets. This may mean that any collateral agent may be unable to benefit from security interests in certain collateral and may also restrict the ability of such collateral agent to transfer collateral into its name on enforcement.

Intercompany movements of collateral may diminish the assets that serve as collateraland the priority of noteholder liens with respect to collateral.

We are generally permitted to freely move assets within the RGHL Group subject to certain restrictions. However, not all members of the RGHL Group are or will be guarantors, security providers or issuers or grant security over the same type of assets. If collateral is transferred to an entity that is not a guarantor, security provider, or issuer, the interests of the noteholders will cease to be secured by such assets.

If collateral is moved to another entity that is a guarantor, security provider or issuer, the asset may cease to be collateral or your priority in the asset may be impaired. If a type of collateral is transferred to a guarantor that does not grant security interests or does not grant security interests with respect to that particular type of asset, then the noteholders will lose the benefit of such collateral. Even if the asset continues as collateral in the hands of the recipient entity, there may be hardening periods or notification requirements before the security interest becomes effective or the security interest might not be as beneficial to noteholders as it was in the possession of the transferring entity.

ITEM 4. INFORMATION ON RGHL

Corporate Information

RGHL's executive offices are located at Level Nine, 148 Quay Street, Auckland 1010 New Zealand, and its telephone number is 64 (9) 366-6259. We have appointed National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904 as our agent for service of process in the United States.

History and Development

RGHL was incorporated on May 30, 2006 under the Companies Act 1993 of New Zealand. RGHL acquired its businesses in a series of transactions between 2008 and 2011. Further information regarding the history of each of the five segments is included in " — Business Overview."

Recent Developments

On January 16, 2018, the RGHL Group issued a notice of redemption for $300 million aggregate principal amount of the outstanding 6.875% Senior Secured Notes due 2021 to be repaid on February 15, 2018 at a redemption price of 101.146% plus accrued and unpaid interest.

Business Overview

Overview

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We are a leading global manufacturer and supplier of consumer food, beverage and foodservice packaging products. We are one of the largest consumer food, beverage and foodservice packaging companies in the United States, as measured by revenue, with leading market positions in many of our product lines based on management’s analysis of industry data. We sell our products to customers globally, including to a diversified mix of leading multinational companies, large national and regional companies, and small local businesses. We primarily serve the consumer food, beverage and foodservice market segments.

For a discussion of financial results by segment for each of the last three years, see “Item 5. Operating and Financial Review and Prospects — Results of Operations” and for a discussion of our capital expenditures for each of the last three years, see “Item 5. Operating and Financial Review and Prospects — Liquidity and Capital Resources — Capital Expenditures.”

Reynolds Consumer Products

Reynolds Consumer Products is a leading manufacturer of branded and store branded consumer products such as aluminum foil, wraps, waste bags, food storage bags and disposable tableware and cookware. These products are typically used by consumers in their homes and are sold through a variety of retailers. Reynolds Consumer Products sells many of its products under well known brands such as Reynolds®and Hefty®, and also offers store branded products. Reynolds Consumer Products has a large customer base and operates primarily in North America. Virtually all revenue for Reynolds Consumer Products comes from the U.S. and Canada. The following table shows total segment revenue by product group for Reynolds Consumer Products for each of the years ended December 31, 2017, 2016 and 2015:

	Revenue by product group
(In $ million)	2017	2016	2015
Waste and Storage	1,157	1,166	1,205
Cooking	1,071	1,060	1,060
Tableware	731	710	704
Total	2,959	2,936	2,969

History

Our Reynolds Consumer Products business is primarily the result of combining our Reynolds aluminum foil business and our Hefty waste bag, food storage bag and tableware business. Reynolds Metals Company was founded in 1919 as the U.S. Foil Company. In 1926, the company began producing aluminum foil for packaging. In 1947, the company introduced its most famous product, Reynolds Wrap Aluminum Foil. The store branded plastic wraps, bags and container business was founded in 1961 under the Presto name and was acquired by Reynolds Metals Company in 1988. In 2000, Alcoa merged with Reynolds Metals Company. In 2008, the Reynolds consumer products business was acquired indirectly by Mr. Graeme Hart, our strategic owner.

Our Hefty business was developed by Mobil Plastics in the 1960s, starting with its best known product, the Hefty waste bag, and adding other plastic and aluminum products over time. In 1995, Tenneco Packaging Inc. acquired Mobil Plastics. In November 1999, Tenneco Packaging Inc. (which was renamed Pactiv Corporation) was spun-off to Tenneco Inc.’s stockholders. In November 2010, we acquired Pactiv and integrated the Hefty consumer products and Reynolds consumer products businesses to form our Reynolds Consumer Products segment.

Products

Reynolds Consumer Products' portfolio of products consists of three product groups: waste and storage products; cooking products; and tableware products. These products are typically used by consumers in their homes and are sold through a variety of retailers, including grocery stores, mass merchandisers, warehouse clubs, drug stores, discount chains and military channels.

Waste and Storage

Waste and storage products includes branded and store branded plastic waste bags and food storage bags. The branded products are sold under such brand names as Hefty® Strong, Hefty® Ultra Strong™, Hefty® Blackout®, Hefty® The Gripper®, Hefty® Baggies® and Hefty® Slider Bags.

Cooking

Cooking products includes branded and store branded aluminum foil and disposable cookware, and the branded products are sold under the Reynolds® and Hefty® E-Z Foil® brands in the United States, under the Diamond® brand internationally and under the ALCAN® brand in Canada. We believe Reynolds Consumer Products, with its flagship Reynolds Wrap® products, holds the number one market position in the U.S. branded consumer foil market measured by revenue and volume.

Tableware

Tableware products includes branded and store branded foam, plastic, molded fiber and pressed paperboard disposable tableware, including disposable plates, cups, bowls, cutlery and straws. Most of Reynolds Consumer Products' tableware is manufactured by Pactiv Foodservice. Branded products are sold under the Hefty® and Kordite® names.

Customers

Reynolds Consumer Products' customer base includes leading grocery stores, mass merchants, warehouse clubs, discount chains, drug stores and military outlets. Through its sales organization, Reynolds Consumer Products is able to manage its relationships with customers at the national, regional and local levels, depending on their needs. We believe that Reynolds Consumer Products' sales support, together with Reynolds

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Consumer Products' ability to manufacture and supply store branded products, is a significant competitive advantage. Reynolds Consumer Products also manufactures Pactiv Foodservice's aluminum product offerings. In 2017, Reynolds Consumer Products' top ten customers accounted for 68% of the segment's total revenue, with one customer accounting for 39% of the segment's total revenue.

Competition

Reynolds Consumer Products faces significant competition in all of its product lines from numerous national and regional companies of various sizes and cost structures. These competitors include The Clorox Company, Republic Plastics, Ltd., Trinidad Benham Corporation, S.C. Johnson and Inteplast Group, Ltd. The U.S. consumer food packaging market is relatively mature and highly competitive, with Reynolds Consumer Products being one of the few key participants in North America. Our competitors include consumer product companies, including large and well-established multinational companies and smaller regional and local companies, as most of our products compete with other widely advertised brands within each product category and with store branded products.

Reynolds Consumer Products benefits from the strength of its brands, a differentiated suite of store branded products, as well as significant capital investment in its manufacturing facilities. We believe the strong recognition of the Reynolds® (in existence since 1947) and Hefty® (in existence since 1962) brands among U.S. consumers gives Reynolds Consumer Products a competitive edge.

Reynolds Consumer Products competes in a marketplace dominated by large retailers, including grocery stores, mass-merchants, warehouse clubs, discount stores and drug stores, and changes in the strategy or structure of our major retailer customers, such as store and inventory reductions and retailer consolidations, have increased competitive pressures. The rapid growth of these large retailers, together with changes in consumer purchasing patterns, have contributed to the formation of dominant multi-category retailers that have strong negotiating power with suppliers. Current trends among such retailers include fostering high levels of competition among suppliers, demanding innovative new products from suppliers and requiring suppliers to maintain or reduce product prices and deliver products within shorter lead times. Other trends include consumers shifting purchasing channels by moving away from grocery stores and towards warehouse clubs and mass-merchants and retailers importing products directly from foreign sources and sourcing and selling products under their own store brands, which compete with our Reynolds and Hefty branded products. These competitive pressures may adversely affect Reynolds Consumer Products' business and financial performance.

Marketing and Sales

Reynolds Consumer Products employs sales professionals organized by product type and customer channel. In addition to the sales professionals, the sales organization includes customer service representatives, marketing teams and an internal logistics and transportation team. Reynolds Consumer Products also utilizes third-party brokers for selected products and accounts. Reynolds Consumer Products provides its customers with category management expertise including assortment, pricing and promotion strategies, supported by innovation and consumer-focused insights. We believe this value-added service differentiates Reynolds Consumer Products from its competitors and strengthens its customer relationships.

Seasonality

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

Manufacturing

Reynolds Consumer Products operates 13 manufacturing facilities strategically located across the United States and one manufacturing facility located in Canada to optimize distribution and minimize lead times and freight costs. At three of its facilities, Reynolds Consumer Products also manufactures products for Pactiv Foodservice. In addition, Pactiv Foodservice manufactures products for Reynolds Consumer Products at 19 of its facilities.

Raw Materials and Suppliers

Reynolds Consumer Products' principal raw materials include plastic resins, mainly PE and PS, and aluminum. In 2017, the total value of raw materials consumed by Reynolds Consumer Products was $1,391 million and represented 67% of the segment's total cost of sales, excluding depreciation and amortization. Plastic resins accounted for 43% of raw material costs for the year, while aluminum and other metal-related components collectively accounted for 24%. Reynolds Consumer Products' other raw materials include products purchased and resold as well as paper, corrugated carton and cases. Reynolds Consumer Products is sensitive to price movements of raw materials, mainly resin and aluminum, and to energy-related cost movements, particularly those that affect transportation and utility costs. 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 fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products. To minimize the impact of price fluctuations, Reynolds Consumer Products enters into hedging agreements for some resin and aluminum purchases. Reynolds Consumer Products also enters into hedging agreements at the request of certain customers who want to mitigate the risk of changes in raw material costs in their purchase pricing.

Centralized purchasing enables Reynolds Consumer Products to leverage the global purchasing power of its operations and reduces its dependence on any one supplier. Reynolds Consumer Products sources its raw materials from a variety of suppliers and maintains multiple suppliers for each input. Reynolds Consumer Products typically has one-year contracts with resin suppliers and multi-year contracts with aluminum suppliers, which has historically provided Reynolds Consumer Products with a steady supply of raw materials. Reynolds Consumer Products has not historically experienced any significant interruptions of key raw material supplies. We believe Reynolds Consumer Products' relationships with its suppliers are satisfactory.

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Quality Management

Reynolds Consumer Products' research and development resources primarily facilitate branded innovation and support store brand growth. Reynolds Consumer Products also has continuous improvement programs focused on cost reduction and productivity improvements and existing programs in lean manufacturing systems that allow for better inventory management. Reynolds Consumer Products' store branded products are subject to a high degree of quality control and many have “national brand equivalent” certification from third parties. Reynolds Consumer Products' integrated aluminum foil production is also designed to achieve the highest degree of product safety through its disciplined control of aluminum ingot grade and retail traceability of products. Supplier controls that are in place throughout Reynolds Consumer Products' facilities require product and process controls, a safe and healthy work environment, environmental compliance and product safety. Reynolds Consumer Products reviews its facilities at least annually for full compliance, and appropriate remediation procedures are taken if necessary.

Intellectual Property

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

Other than licenses for commercially available software, Reynolds Consumer Products does not believe that any of its licenses from third parties are material to its business taken as a whole. Reynolds Consumer Products does not believe that any of its licenses to intellectual property rights granted to third parties are material to its business taken as a whole.

New Product Development

New product innovation is an important component of Reynolds Consumer Products' business strategy. Reynolds Consumer Products and Pactiv Foodservice operate a research and development center for new materials technology in Canandaigua, New York, and a customer innovation center in Bedford Park, Illinois.

Over the years, Reynolds Consumer Products has focused on developing innovative products that address consumers' unmet needs, as well as developing products that replace or upgrade existing items. Reynolds Consumer Products has a strong history of adding innovative features to its products, such as the slider closure on food storage bags, the “gripper” feature on waste bags, an unscented odor block feature to waste bags and the non-stick coating added to the foil in its Reynolds Wrap non-stick product line.

Research and development costs were $13 million, $13 million and $8 million for the years ended December 31, 2017, 2016 and 2015, respectively.

Employees

As of December 31, 2017, Reynolds Consumer Products employed approximately 4,500 people located primarily in its U.S. and Canada manufacturing facilities. Approximately 27% of Reynolds Consumer Products' employees are covered by collective labor agreements. Reynolds Consumer Products has not experienced any significant union-related work stoppages over the last 10 years. We believe Reynolds Consumer Products' relationships with its employees and labor unions are satisfactory.

Regulatory

As many of Reynolds Consumer Products' products are used in food and beverage packaging, Reynolds Consumer Products' business is subject to regulations governing products that may contact food in virtually every country where it has operations. Future regulatory and legislative change can affect the economics of Reynolds Consumer Products' business activities, lead to changes in operating practices, affect its customers and influence the demand for and the cost of providing products and services to its customers. Reynolds Consumer Products has implemented compliance programs and procedures designed to achieve compliance with applicable laws and regulations, and believes these programs and procedures are generally effective. However, because of the complexity of these laws and regulations and the global scope of Reynolds Consumer Products' business, compliance cannot be guaranteed.

Reynolds Consumer Products is subject to environmental, health and safety laws and regulations in the jurisdictions in which it operates. 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 Reynolds Consumer Products' employees, regulate the materials used in and the recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances, including releases by prior owners or operators of Reynolds Consumer Products' locations and releases at sites formerly owned or operated by Reynolds Consumer Products. Many of Reynolds Consumer Products' manufacturing facilities require environmental permits, such as those limiting air emissions. Compliance with these permits can require capital investment and, in some cases, could limit production.

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 Reynolds Consumer Products. For example, the United States Congress has considered legislation to reduce emissions of greenhouse gases. In addition, the EPA is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act. These initiatives may cause Reynolds Consumer Products to incur additional direct costs in complying with any new environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs resulting from Reynolds Consumer Products' suppliers, customers, or both incurring additional compliance costs that could get passed through to Reynolds Consumer Products or impact product demand.

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Legal Proceedings

Reynolds Consumer Products is a party to various litigation matters arising in the ordinary course of business. We cannot estimate with certainty the ultimate legal and financial liability with respect to these litigation matters but believe, based on examination of these matters, experience to date and discussions with counsel, that any ultimate liability will not be material to Reynolds Consumer Products' financial position, results of operations or cash flows.

Pactiv Foodservice

Pactiv Foodservice is a leading manufacturer of various foodservice and food packaging products serving the foodservice industry, which includes food processors, restaurants and supermarkets. Pactiv Foodservice offers a comprehensive range of products including tableware items, clear plastic containers, foam containers, paperboard containers, aluminum containers, microwaveable containers, clear rigid-display packaging, molded fiber and PET egg cartons, foamed and rigid trays, absorbent tray pads and plastic film. Pactiv Foodservice has a large customer base and operates primarily in North America. The following table shows total segment revenue by geographic region for Pactiv Foodservice for each of the years ended December 31, 2017, 2016 and 2015:

	Revenue by geographic region
(In $ million)	2017	2016	2015
United States	3,299	3,287	3,452
Remaining North American Region	345	321	356
Europe	57	110	114
Other	28	30	36
Total	3,729	3,748	3,958

History

Our Pactiv Foodservice business is primarily the result of combining the Reynolds foodservice business and the Pactiv foodservice/food packaging business. Reynolds Metals Company was founded in 1919 as the U.S. Foil Company. In 2000, Reynolds Metals Company was acquired by Alcoa. In 2002, Alcoa acquired Ivex Packaging Corporation, which broadened the presence of the Reynolds foodservice packaging business in the foodservice packaging industry. In 2008, the Reynolds foodservice business was acquired indirectly by Mr. Graeme Hart, our strategic owner.

Pactiv’s foodservice/food packaging business was originally part of Packaging Corporation of America (“PCA”), which was acquired by Tenneco Inc. in 1965. PCA manufactured paperboard and various paperboard products as well as certain plastic and aluminum food packaging products. In 1995, PCA was renamed Tenneco Packaging Inc. and acquired Mobil Plastics Company and in 1996 acquired Amoco Foam Products Company, which significantly expanded its foodservice offering. In April 1999, Tenneco Packaging Inc. sold its paperboard business and in November 1999 Tenneco Packaging Inc. (which was renamed Pactiv Corporation) was spun-off to Tenneco Inc.’s stockholders. Pactiv has made various acquisitions, including Prairie Packaging Inc. in 2007 and PWP Industries Inc. (which was renamed Pactiv Packaging Inc.) in 2010. In November 2010, we acquired Pactiv, and have since integrated our Reynolds foodservice packaging and Pactiv foodservice packaging businesses to form our Pactiv Foodservice segment. In May 2011, we acquired Dopaco Inc. and Dopaco Canada, Inc., and have subsequently acquired and sold various smaller businesses.

Products

Pactiv Foodservice is a leading manufacturer of various foodservice and food packaging products to the foodservice, food packaging and retail food markets. Pactiv Foodservice's products are designed to protect food during distribution, aid retailers and food processors in merchandising food products and help customers prepare and serve meals in their homes. Pactiv Foodservice has a very broad portfolio of products with a continual emphasis on adding new product lines. Products designed for the foodservice market include tableware items, such as plates, bowls, cups, cutlery and straws, as well as clear plastic containers, microwaveable plastic containers, foam containers, paperboard containers and aluminum containers. Products designed for the food packaging market include foamed and rigid trays, rigid trays for fresh and frozen applications, rigid and fiber berry baskets, clear display packaging, molded fiber cartons, PET egg cartons, aluminum containers and absorbent tray pads. Products designed for the retail market include clear rigid-display packaging for delicatessen and bakery applications, microwaveable containers for prepared, ready-to-eat meals, and foam trays and absorbent tray pads for meat and poultry. Products are manufactured using plastic resins, paperboard, aluminum and molded fiber. In addition, Pactiv Foodservice also sells plastic sheet to thermoformers made with various resins such as PET, PS and PP.

Customers

Pactiv Foodservice's customer base includes international companies, large national and regional customers and smaller local businesses, with its largest presence in North America. Pactiv Foodservice's customers include foodservice distributors, quick service restaurants, food processors, supermarket distributors and supermarkets. Pactiv Foodservice also manufactures most of Reynolds Consumer Products' tableware products. In 2017, Pactiv Foodservice's top ten customers accounted for 53% of the segment's total revenue, with two customers accounting for 13% and 11% of the segment's total revenue, one of which was Reynolds Consumer Products.

Pactiv Foodservice generally sells its products on either a purchase order basis or under formal supply agreements with durations ranging from one to three years. A majority of Pactiv Foodservice's revenue is from supply agreements with raw material cost pass-through mechanisms, with the remainder sold on an open market.

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Competition

The U.S. foodservice, food packaging and retail markets are relatively mature but also relatively fragmented, with Pactiv Foodservice being one of a few participants with a product range that spans a significant portion of foodservice product categories. These competitors include Dart Container Corporation, Berry Plastics Group, Inc. and Genpak LP. Our competitors in the U.S. markets include large companies that offer several competing products and a range of smaller competitors with only single product offerings. These competitive pressures may adversely affect Pactiv Foodservice’s business and financial performance. Pactiv Foodservice primarily competes on the basis of breadth of product offerings, price, product features, performance, speed to market, distribution capabilities and product innovation.

Marketing and Sales

Pactiv Foodservice primarily uses a direct sales force to sell to foodservice, food packaging and retail customers and also utilizes third-party brokers for selected products and accounts. Pactiv Foodservice's marketing and sales effort is premised on the “One Face to the Customer” value proposition which uses one sales representative per account to produce one order which is supported by one customer service representative that is responsible for one shipment with one invoice. In addition to the sales professionals, the sales organization includes customer service representatives, marketing teams and an internal logistics and transportation team.

Seasonality

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

Manufacturing

Pactiv Foodservice operates 43 manufacturing plants in North America and two in Europe and has one majority-owned joint venture in China. At 19 of its facilities, Pactiv Foodservice also manufactures products for Reynolds Consumer Products. In addition, three facilities operated by Reynolds Consumer Products manufacture products for Pactiv Foodservice. Pactiv Foodservice also operates several distribution facilities in the United States. Pactiv Foodservice’s manufacturing plants are grouped based upon the three markets the business primarily services: foodservice; food packaging; and retail. Each manufacturing plant is managed by a manufacturing director. The directors have responsibility for all plants that produce a specific process. The structure is integral to a disciplined and lean operating system that provides consistent operating practices and metrics across all locations.

Pactiv Foodservice utilizes a variety of production processes, including paperboard processing, injection molding, thermoforming and extrusion. A focus on continuous improvement, lean manufacturing system initiatives and teamwork has resulted in better customer service measured by case fill, on-time delivery and quality performance metrics.

Pactiv Foodservice utilizes two distribution models. Direct distribution, primarily for processors and supermarkets, sends products straight from the factory to the customer. The second distribution model is based around five regional mixing centers. These two distribution models yield significant cost savings for Pactiv Foodservice which are shared with customers.

Raw Materials and Suppliers

Pactiv Foodservice’s principal raw materials include plastic resins, paperboard and aluminum. In 2017, the total value of raw materials consumed by Pactiv Foodservice was $1,761 million and represented 61% of the segment's total cost of sales, excluding depreciation and amortization. Plastic resins accounted for 69% of raw material costs for the year, while paperboard, aluminum and other raw materials collectively accounted for 31%.

The prices of Pactiv Foodservice’s raw materials fluctuate with market movements in commodity prices. Resin prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products. The price of cartonboard may fluctuate widely due to external conditions such as weather, product scarcity, currency and commodity market fluctuations and changes in governmental policies and regulations. Aluminum prices have been historically volatile as aluminum is a cyclical commodity with prices subject to global market factors. These factors include speculative activities by market participants, production capacity, strength or weakness in key end-markets such as housing and transportation, political and economic conditions and manufacturing costs in major production regions. Pactiv Foodservice's aluminum product offerings are manufactured by Reynolds Consumer Products. Pactiv Foodservice is also sensitive to other energy-related cost movements and, in particular, those that affect transportation and utility costs. To minimize the impact of price fluctuations, Pactiv Foodservice enters into hedging agreements for certain raw materials.

We believe that Pactiv Foodservice’s relationships with its suppliers are satisfactory. Centralized purchasing enables Pactiv Foodservice to leverage its purchasing power for core raw materials and reduces its dependence on any one supplier. Pactiv Foodservice sources its raw materials from a variety of suppliers and maintains multiple suppliers for each input. Pactiv Foodservice typically has contracts with resin suppliers, which have historically provided Pactiv Foodservice with a steady supply of raw materials. Pactiv Foodservice has not historically experienced any significant interruptions of key raw material supplies. Pactiv Foodservice has also undertaken programs to consolidate its supplier base and achieve savings by taking advantage of the economies of scale afforded by its increased purchasing volume. Pactiv Foodservice has continuous improvement programs focused on cost reduction and productivity improvements. Existing programs in lean manufacturing allow for better inventory management. In addition, Pactiv Foodservice’s scale and knowledge of the resin market contribute to efficient raw materials management.

Quality Management

Pactiv Foodservice is committed to a quality management philosophy that aims to achieve continuous improvement in all stages of the production process through the involvement of management, customers and employees. Pactiv Foodservice uses a stringent technique of hazard analysis and critical control points to identify critical aspects of quality management as well as methods and tools to identify key areas for improvement that result in a reduction of waste and downtime at its facilities.

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Intellectual Property

Pactiv Foodservice has a significant number of registered patents and registered trademarks which, along with trade secrets and manufacturing know-how, help support Pactiv Foodservice's ability to add value within the market and sustain its competitive advantages. Pactiv Foodservice has invested a considerable amount of resources in developing its proprietary products and manufacturing capabilities, and it employs various methods, including confidentiality and non-disclosure agreements with third parties, employees and consultants, to protect its intellectual property. Pactiv Foodservice uses internal and external resources to manage its intellectual property portfolio. In addition, where appropriate, the business defends its intellectual property rights throughout the world. We believe that the intellectual property and licensing rights held are adequate for the business. While in the aggregate Pactiv Foodservice's patents are of material importance to Pactiv Foodservice's business, Pactiv Foodservice believes that its business is not dependent upon any single patent or group of patents.

Other than licenses for commercially available software, Pactiv Foodservice does not believe that any of its licenses from third parties are material to its business taken as a whole. Pactiv Foodservice does not believe that any of its licenses to intellectual property rights granted to third parties are material to its business taken as a whole.

New Product Development

Pactiv Foodservice has two research and development facilities. Pactiv Foodservice and Reynolds Consumer Products operate a research and development center for new materials technology in Canandaigua, New York, and a customer innovation center in Bedford Park, Illinois. These facilities support and accommodate the full range of research, formulation, design and testing requirements related to customer-driven applications, including design studios, analytical and quality test laboratories, pilot operations for new materials and technology development, test kitchens, rapid prototyping modules and a commercial tooling fabrication operation.

Research and development costs were $16 million, $18 million and $19 million for the years ended December 31, 2017, 2016 and 2015, respectively.

Employees

As of December 31, 2017, Pactiv Foodservice employed approximately 11,100 people located primarily in its U.S. manufacturing facilities. Approximately 11% of Pactiv Foodservice's employees are covered by collective labor agreements. Pactiv Foodservice has not experienced any significant union-related work stoppages over the last seven years. We believe Pactiv Foodservice's relationships with its employees and labor unions are satisfactory.

Regulatory

As Pactiv Foodservice's products are used in food and beverage packaging, Pactiv Foodservice's business is subject to regulations governing products that may contact food in virtually every country where it has operations. Future regulatory and legislative change can affect the economics of Pactiv Foodservice's business activities, lead to changes in operating practices, affect its customers and influence the demand for and the cost of providing products and services to its customers. Pactiv Foodservice has implemented compliance programs and procedures designed to achieve compliance with applicable laws and regulations, and believes these programs and procedures are generally effective. However, because of the complexity of these laws and regulations and the global scope of Pactiv Foodservice's business, compliance cannot be guaranteed.

Pactiv Foodservice is subject to environmental, health and safety laws and regulations in the jurisdictions in which it operates. 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 Pactiv Foodservice's employees, regulate the materials used in and the recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances, including releases by prior owners or operators of Pactiv Foodservice's locations and releases at sites formerly owned or operated by Pactiv Foodservice. These laws also regulate, and in certain instances ban, products that may be deemed harmful to the environment. Many of Pactiv Foodservice's manufacturing facilities require environmental permits, such as those limiting air emissions. Compliance with these permits can require capital investment and, in some cases, could limit production.

Moreover, as environmental issues, such as climate change, have become more prevalent, federal, state and local governments, as well as foreign governments, have responded, and are expected to continue to respond, with increased legislation and regulation, which could negatively affect Pactiv Foodservice. For example, the United States Congress has considered legislation to reduce emissions of greenhouse gases. In addition, the EPA is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act. These and other foreign, federal and state climate change initiatives may cause Pactiv Foodservice to incur additional direct costs in complying with new environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs resulting from Pactiv Foodservice's suppliers, customers or both incurring additional compliance costs that could get passed through to Pactiv Foodservice or impact product demand.

Legal Proceedings

Pactiv Foodservice is a party to various litigation matters arising in the ordinary course of business. We cannot estimate with certainty the ultimate legal and financial liability with respect to these litigation matters but believe, based on examination of these matters, experience to date and discussions with counsel, that any ultimate liability will not be material to Pactiv Foodservice's financial position, results of operations or cash flows.

Graham Packaging

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

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Packaging has a large global customer base with its largest presence in North America. The following tables show total segment revenue by product group and revenue by geographic region for Graham Packaging for each of the years ended December 31, 2017, 2016 and 2015:

	Revenue by product group
(In $ million)	2017	2016	2015
Food and Beverage	1,487	1,541	1,704
Household	325	329	347
Automotive Lubricants	271	275	284
Personal Care	64	78	112
Total	2,147	2,223	2,447

	Revenue by geographic region
(In $ million)	2017	2016	2015
United States	1,790	1,839	1,996
Remaining North American Region	116	123	157
Europe	155	169	187
South America	57	57	64
Other	29	35	43
Total	2,147	2,223	2,447

History

Graham Packaging was formed in the mid-1970s as a regional domestic custom plastic container supplier. In October 2004, Graham Packaging acquired the blow-molded plastic container business of Owens-Illinois, Inc., which essentially doubled Graham Packaging's size. In September 2010, Graham Packaging acquired Liquid Container, L.P., a manufacturer of blow-molded plastic containers that primarily services the food and household product categories. In September 2011, we acquired Graham Packaging. In November 2017, Graham Packaging and Closures entered into a conditional sale agreement for a number of their operations in Asia. This transaction is expected to close in the first half of 2018.

Products

Graham Packaging's strategy is to develop new, innovative packaging to meet the design and performance requirements of its customers. Graham Packaging supplies custom blow-molded plastic containers to a significant number of end-markets and geographic regions. Graham Packaging's product portfolio consists of four product categories:

Food and Beverage: Containers for shelf-stable, refrigerated and frozen juices, non-carbonated juice drinks, nutritional beverages, beer, yogurt drinks, teas, sports drinks/isotonics, vitamin enhanced waters, snacks, liquor, toppings, sauces, jellies and jams.

Household: Containers for products such as liquid fabric care, detergents, household cleaners and dish care.

Automotive Lubricants: Containers for automotive lubricants, primarily single-quart/liter and multi-quart/liter plastic motor oil containers.

Personal Care: Plastic containers for products in the hair care, skin care and oral care markets.

Customers

Substantially all of Graham Packaging's sales are to major branded consumer products companies. Major customers are under multi-year contracts. These include customers for which Graham Packaging's products are manufactured at a dedicated production facility nearby or inside the customer's production facility, as well as products manufactured at Graham Packaging's stand-alone facilities which produce packaging for several customers. Graham Packaging's supply contracts with its customers for on-site production typically have terms of up to ten years, while its supply contracts for production off-site typically have terms that range from two to five years. Both of these categories of contracts often either renew automatically for subsequent one year terms or are renegotiated by Graham Packaging before expiration of the initial term. Graham Packaging's contracts typically contain provisions allowing for price adjustments based on changes in raw material prices and, in a majority of cases, the cost of energy and labor, among other factors. Graham Packaging is often the sole supplier of its customers' custom plastic container requirements nationally, regionally or for a specific brand. In 2017, Graham Packaging's top ten customers accounted for 50% of the segment's total revenue, with one customer accounting for 10% of the segment’s total revenue.

Competition

Graham Packaging has a significant market share in rigid blow-molded plastic containers in North America but faces increasing competition in that market. These competitors include Plastipak Packaging, Inc., Amcor Limited, ALPLA and Consolidated Container Company, LLC and Logoplaste. Graham Packaging faces competition from a number of well-established regional and international businesses across several of its product categories. Competition is based on several factors including price, product design, technology (such as barrier protection and lightweighting) and customer service. While several key competitors to Graham Packaging are positioned to provide a broader array of packaging solutions beyond rigid plastic containers, including flexible packaging and/or non-plastic solutions, Graham Packaging competes by striving to provide superior levels of service, speed to market and product design and development capabilities. Although Graham Packaging has been able over time to partially

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offset pricing pressures by reducing its cost structure and making the manufacturing process more efficient, it may not be able to continue to do so in the future. These competitive pressures may adversely affect Graham Packaging’s business and financial performance.

Marketing and Sales

Graham Packaging's sales are made primarily through its direct sales force, as well as selected brokers. Sales activities are conducted from Graham Packaging's regional headquarters in Lancaster, Pennsylvania and from field sales offices located in North America, Europe, South America and Asia. Graham Packaging's products are typically delivered by truck, on a daily basis, in order to meet customers' just-in-time delivery requirements, except in the case of on-site operations. In many cases, Graham Packaging's on-site operations are integrated with its customers' manufacturing operations so that deliveries are made, as needed, by direct conveyance to the customers' filling lines.

Seasonality

Graham Packaging's operations are slightly seasonal with higher levels of unit volume sales of bottled beverages during the summer months, most significantly in North America.

Manufacturing

A critical component of Graham Packaging's strategy is to locate manufacturing facilities on-site, when practical, reducing expensive shipping and handling charges, providing instantaneous quality acceptance feedback and increasing distribution efficiencies. Graham Packaging has 79 manufacturing facilities of which approximately one-third are located on-site at its customers' plants. Graham Packaging operates 63 plants in North America, 11 in Europe, four in South America and one in Asia.

Graham Packaging utilizes a variety of production processes, including blow molding and injection molding. We believe that the blow molders and injection molders used by Graham Packaging are widely recognized as the leading technologies for high speed production of cold-fill, hot-fill, pasteurized and retorted rigid packaging using PET and other plastic resins, offering both mono- and multi-layer solutions. Graham Packaging also operates a variety of bottle labeling and decorating platforms, which is accomplished through in-mold techniques or post-molding methods.

Raw Materials and Suppliers

Resins constitute the primary raw materials used to make Graham Packaging's products. These materials are available from a number of domestic and international suppliers, and Graham Packaging is not dependent upon any single supplier. In 2017, the total value of raw materials consumed by Graham Packaging was $951 million and represented 58% of Graham Packaging's total cost of sales, excluding depreciation and amortization.

Typically, Graham Packaging does not enter into long-term supply agreements with its suppliers. Graham Packaging considers the supply and availability of raw materials to be adequate to meet its needs. Resin prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products. We believe Graham Packaging's relationships with its suppliers are satisfactory.

Quality Management

Graham Packaging maintains quality assurance and control programs with respect to the performance of the products it manufactures, the performance of its suppliers and the compliance of its operations with its quality management system and sound manufacturing practices. Graham Packaging's production lines are equipped with specific quality control inspection equipment and its employees continuously monitor product attributes and performance through a comprehensive statistical process control system. Quality control laboratories are maintained at each manufacturing facility to test its products and validate their compliance with customer requirements. Graham Packaging continuously monitors and enhances its quality assurance and control programs to keep pace with the most current technologies and to meet and exceed customer expectations.

Intellectual Property

Graham Packaging holds a significant number of trademarks and a substantial number of issued or pending patents. While in the aggregate the patents are of material importance to its business, Graham Packaging believes that its business is not dependent upon any one single patent, group of patents or trademark. Graham Packaging also relies on unpatented proprietary know-how and continuing technological innovation and other trade secrets to develop and maintain its competitive position. Third parties could, however, obtain knowledge of this proprietary know-how through independent development, reverse engineering or other unauthorized access.

In addition to its own patents and proprietary know-how, Graham Packaging is a party to licensing arrangements and other agreements authorizing it to use other proprietary processes, know-how and related technology and/or to operate within the scope of certain patents owned by other entities. In some cases, the licenses granted to Graham Packaging are perpetual and in other cases, the term of the license is related to the life of the patent associated with the license. Graham Packaging also has licensed some of its intellectual property rights to third parties. Other than licenses for commercially available software, Graham Packaging does not believe that any of its licenses with third parties are material to its business taken as a whole.

New Product Development

Graham Packaging’s Global Innovation & Design Center in York, Pennsylvania supports all new product development and R&D innovations. The Innovation & Design Center is provided for customers to support their product development needs and to give them access to the knowledge and experience of the Center’s design and technical teams, including technical resources for industrial design, design engineering, prototype tooling, bottle sampling, lab evaluations, and customer training. Graham Packaging incurs costs to research, design and develop new packaging products and technologies. Such costs, net of any reimbursement from customers, were $7 million, $6 million and $9 million for the years ended December 31, 2017, 2016 and 2015, respectively.

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Employees

As of December 31, 2017, Graham Packaging employed approximately 5,700 people. Approximately 19% of Graham Packaging's employees are covered by collective labor agreements. Graham Packaging has not experienced any significant union-related work stoppages over the last 30 years. We believe Graham Packaging's relationships with its employees and labor unions are satisfactory.

Regulatory

As Graham Packaging's products are used in food and beverage packaging, Graham Packaging's business is subject to regulations governing products that may contact food in virtually every country where it has operations. Future regulatory and legislative change can affect the economics of Graham Packaging's business activities, lead to changes in operating practices, affect its customers and influence the demand for and the cost of providing products and services to its customers. Graham Packaging has implemented compliance programs and procedures designed to achieve compliance with applicable laws and regulations, and believes these programs and procedures are generally effective. However, because of the complexity of these laws and regulations and the global scope of Graham Packaging's business, compliance cannot be guaranteed.

Graham Packaging is subject to environmental, health and safety laws and regulations in the jurisdictions in which it operates. 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 Graham Packaging's employees, regulate the materials used in and the recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances, including releases by prior owners or operators of Graham Packaging's locations and releases at sites formerly owned or operated by Graham Packaging. These laws also regulate, and in certain instances ban, products that may be deemed harmful to the environment. Many of Graham Packaging's manufacturing facilities require environmental permits, such as those limiting air emissions. Compliance with these permits can require capital investment and, in some cases, could limit production.

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 Graham Packaging. For example, the United States Congress has considered legislation to reduce emissions of greenhouse gases. In addition, the EPA is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act. These initiatives may cause Graham Packaging to incur additional direct costs in complying with any new environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs resulting from Graham Packaging's suppliers, customers, or both incurring additional compliance costs that could get passed through to Graham Packaging or impact product demand.

A number of governmental authorities, both in the United States and abroad, have considered, are expected to consider or have passed legislation aimed at reducing the amount of disposed plastic wastes. Those programs have included, for example, mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material and/or requiring retailers or manufacturers to take back packaging used for their products. That legislation, as well as voluntary initiatives similarly aimed at reducing the level of plastic wastes, could reduce the demand for certain plastic packaging, result in greater costs for plastic packaging manufacturers or otherwise impact Graham Packaging's business. Some consumer products companies, including some of Graham Packaging's customers, have responded to these governmental initiatives and to perceived environmental concerns of consumers by using containers made in whole or in part of recycled plastic. Graham Packaging operates a large HDPE recycling plant in York, Pennsylvania. To date, Graham Packaging has not been materially adversely affected by these initiatives and developments.

Legal Proceedings

Graham Packaging is a party to various litigation matters arising in the ordinary course of business. We cannot estimate with certainty the ultimate legal and financial liability with respect to these litigation matters but believe, based on examination of these matters, experience to date and discussions with counsel, that any ultimate liability will not be material to Graham Packaging's financial position, results of operations or cash flows.

Evergreen

Evergreen is a vertically integrated, leading manufacturer of fresh carton packaging for beverage products, primarily serving the juice and milk markets. Fresh carton packaging, most predominant in North America, is primarily used for beverages that require a cold-chain distribution system. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons, spouts and filling machines. Evergreen produces liquid packaging board for its internal requirements and to sell to other fresh beverage carton manufacturers. Evergreen also produces paper products, including coated groundwood primarily for catalogs, inserts, magazine and commercial printing, and uncoated freesheet primarily for envelope, specialty and offset printing paper. Evergreen has a large customer base and operates primarily in North America. The following tables show total segment revenue by product group and revenue by geographic region for Evergreen for each of the years ended December 31, 2017, 2016 and 2015:

	Revenue by product group
(In $ million)	2017	2016	2015
Carton Packaging	774	809	835
Liquid Packaging Board	453	414	443
Paper Products	335	357	375
Total	1,562	1,580	1,653

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	Revenue by geographic region
(In $ million)	2017	2016	2015
United States	1,372	1,393	1,468
Asia	155	149	143
Other	35	38	42
Total	1,562	1,580	1,653

History

Evergreen's predecessor was established in 1946 when International Paper Company ("IP") entered the beverage packaging business by acquiring Single Service, Inc. Over the years, the business was responsible for many breakthroughs in beverage carton packaging, including the introduction of PE coated cartons and barrier board technology. IP's beverage packaging business included fresh beverage converting facilities, a fresh filling machine manufacturing facility and the Pine Bluff, Arkansas mill. In January 2007, IP's beverage packaging business was acquired indirectly by Mr. Graeme Hart, our strategic owner, and renamed Evergreen. In July 2007, Evergreen acquired Blue Ridge Paper Products, Inc., an independent manufacturer of beverage packaging products. The Blue Ridge business included fresh beverage converting facilities and the Canton, North Carolina mill.

Products

Evergreen employs a business model that we refer to as “Total Packaging Solution,” which is based on providing Evergreen's customers with a single source for all of their fresh beverage carton packaging requirements. Fresh carton sleeves can be used with Evergreen's fresh filling machines, as well as other fresh filling machines. Carton packaging sales represented 50% of Evergreen's revenue in 2017 and are sold under multi-year and shorter term contracts.

Carton Packaging

Evergreen produces and sells fresh carton sleeves and supplies spouts, caps and closures. During the filling process, the sleeve is opened, sealed at the base, filled with the beverage products and then sealed at the top of the carton. Fresh carton sleeves can be used for a variety of beverages including liquid dairy drinks, such as regular and flavored milk, and non-carbonated soft drinks, such as fresh juice, fruit-based drinks and iced tea. Fresh cartons are also used for food items, such as liquid eggs, and for non-food items, such as liquid detergents and softeners.

Evergreen has developed a variety of packaging solutions to help beverage manufacturers differentiate their products and generate stronger brand recognition. The application of high-definition, multi-color, printed designs to the cartons gives customers the ability to differentiate their products. Furthermore, Evergreen's barrier board technology allows its customers to achieve longer shelf life for their products as well as protect against the loss of vitamins and other nutrients.

Evergreen’s fresh filling machines use fresh carton sleeves to produce and fill fresh carton packaging. Evergreen offers its customers a variety of filling machine models with different capabilities, which can be reconfigured for different package volumes, providing its customers with flexibility in their manufacturing processes. Evergreen’s fresh filling machines may be sold directly to customers or sold to a third-party finance company, which then leases the filling machines to customers.

Liquid Packaging Board

The production of liquid packaging board at Evergreen's mills in Pine Bluff, Arkansas and Canton, North Carolina allows Evergreen to be a vertically integrated producer of fresh cartons. Evergreen's Pine Bluff and Canton mills produce multiple grades of liquid packaging board, both PE coated and uncoated, for fresh cartons. Evergreen's liquid packaging board products can be broadly grouped into three categories: PE coated liquid packaging board; PE coated / co-extruded liquid packaging board (also known as barrier board); and uncoated liquid packaging board. In addition, Evergreen's mill in Canton produces cupstock for the manufacture of hot and cold cups as well as ovenable trays for the frozen food market as an alternative to plastic trays.

Paper Products

Evergreen also offers a range of paper products, including coated groundwood, which is used in catalogs, inserts, magazine and commercial printing, and uncoated freesheet primarily for envelope, specialty and offset printing paper.

Customers

Evergreen's customer base includes international companies, large national and regional customers and smaller local businesses, with its largest presence in North America. Many of Evergreen's customer sales contracts are index-based, allowing for the pass-through of input cost movements on a quarterly to annual basis. In 2017, Evergreen's top ten customers accounted for 39% of the segment's total revenue, and no single customer accounted for more than 10% of the segment's total revenue.

The Pine Bluff and Canton mills' aggregate liquid packaging board production is used by Evergreen's fresh carton packaging business and is also sold to external fresh carton converting customers, with whom Evergreen generally has long-standing relationships. In addition, Evergreen sells liquid packaging board to Pactiv Foodservice and other customers, who produce ovenable trays and cupstock.

Evergreen's coated groundwood customers consist primarily of catalog and magazine publishers. Evergreen's uncoated freesheet customers consist primarily of envelope converters, specialty paper producers and commercial printers. Evergreen sells both directly and through paper brokers in the coated groundwood and uncoated freesheet markets.

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Competition

Evergreen operates primarily in markets with a limited number of key global competitors. These competitors include Tetra Pak International S.A., Domtar Corporation, Catalyst Paper Corporation, Stora Enso Oyj and Elopak. The fresh carton market is fairly consolidated. We believe Evergreen is the only major market participant that provides vertically integrated liquid packaging board as well as complete fresh carton packaging systems consisting of cartons, filling machines and spouts. We believe Evergreen is the largest participant in the fresh carton packaging market measured by volume based on our analysis of industry data.

We believe Evergreen is the largest producer of liquid packaging board for fresh cartons based on our analysis of industry data. Evergreen is a relatively small producer of coated groundwood within a concentrated North American coated papers market. Evergreen is also a small producer of uncoated freesheet within a concentrated market. Evergreen also competes in the cupstock and ovenable packaging board markets.

Changes within the paper industry have occurred and may continue to occur that may adversely affect Evergreen's business and financial performance. These changes include the consolidation of producers of products that compete with us, consolidation within the distribution channels for our products, and the reduced demand for end-products made from some of our products, including magazines, catalogs and envelopes.

Marketing and Sales

Evergreen's sales and marketing staff coordinates and performs all customer interaction activities, including sales, marketing and technical services. Evergreen reaches its large and diversified customer base primarily through a direct field sales force.

Evergreen's customer service representatives are responsible for processing sales orders, expediting production and liaising with customers on order status. Machine service technicians, paper technicians and field service engineers work closely with key account managers to satisfy customers' needs.

Evergreen has a marketing and new product development team focused on leveraging its Total Packaging Solution model and creating new, value-added products in current and adjacent markets.

Seasonality

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

Manufacturing

Evergreen operates two integrated pulp and paper mills in North America and ten sleeve production plants globally, including six in the United States, three in East Asia and one in Central America. Evergreen also jointly controls three joint ventures in the Middle East/North Africa. Evergreen's manufacturing operations primarily consist of production of paper and packaging cartonboard, manufacturing and assembly of filling machines and parts and production of fresh carton sleeves that are used with Evergreen's machines to create fresh carton containers for its customers' beverage products. Fresh carton sleeves are also shipped to Evergreen's customers for filling.

Evergreen’s mills are vertically integrated pulp and paper manufacturing facilities that have their own power generation plant, bleached hardwood and softwood “kraft” pulp lines and extrusion capabilities. The Pine Bluff mill houses one liquid packaging board machine and one coated groundwood machine. In addition, the Pine Bluff mill has a groundwood pulp line to supply the coated groundwood machine. The Canton mill houses one liquid packaging board machine and three uncoated freesheet machines.

Evergreen outsources to Closures and to external manufacturers its production of spouts, caps and closures, which are manufactured to Evergreen's design and specifications. Evergreen has exclusive supply contracts with Closures and external manufacturers.

The manufacture and assembly of fresh filling machines takes place at Evergreen’s manufacturing facilities in Cedar Rapids, Iowa, and Shanghai, China. Evergreen’s filling machines are mainly utilized to fill cartons of non-carbonated soft drinks, such as juice and juice drinks, and liquid dairy products. Evergreen both manufactures and outsources components used in the production of its fresh filling machines. The majority of Evergreen’s component suppliers are located near the Cedar Rapids facility. In addition, Evergreen sources some components from China.

Raw Materials and Suppliers

In 2017, the total value of raw materials consumed by Evergreen was $527 million and represented 43% of Evergreen's total cost of sales, excluding depreciation and amortization.

Evergreen internally sources its liquid packaging board requirements from its paper mills in Pine Bluff and Canton. To produce cartonboard at its mills, Evergreen sources wood and resin from a variety of North American suppliers. We believe Evergreen's relationships with its suppliers are satisfactory.

The prices of Evergreen’s raw materials fluctuate in conjunction with market movements in commodities. Raw wood and wood chips are typically purchased from sources close to the mills, and as a result, prices are established based on local conditions. Potential price fluctuations can occur due to poor weather conditions or insect infestation, but are infrequent due to the techniques and practices of lumber extractors. Resin prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products. In order to minimize the impact of price fluctuations, Evergreen uses price hedging arrangements for purchases of energy and single and multi-year agreements that provide for fixed prices or prices that escalate based on inflation or published index movements.

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Evergreen manages its relationships with suppliers through a central supply-procurement system, which ensures that Evergreen receives a continuous supply of materials using vendor-managed inventory and consignment stocking. Evergreen reviews supplier developments in regular business review meetings.

Quality Management

Meeting customers' complex requirements and technical specifications requires a strong commitment to quality and attention to detail. Evergreen is committed to a quality management philosophy that aims to achieve continuous improvement in all stages of the production process through the involvement of management, customers and employees. Evergreen uses a stringent technique of hazard analysis and critical control points to identify critical aspects of quality management, as well as methods and tools to identify key areas for improvement that result in a reduction of waste and downtime, at all of Evergreen's facilities and those of its customers.

Intellectual Property

Evergreen has a significant number of registered patents and registered trademarks. Evergreen uses internal and external resources to manage its intellectual property portfolio and, where appropriate, defends its intellectual property rights throughout the world. Evergreen also relies on unpatented proprietary know-how and trade secrets and employs various methods including confidentiality agreements with employees and consultants to protect its intellectual property. Additionally, Evergreen has licensed, and may license in the future, patents, trademarks, trade secrets and similar intellectual property to third parties. Evergreen attempts to contractually ensure that its intellectual property and similar proprietary rights are protected when entering into business relationships. While in the aggregate Evergreen's patents are of material importance to Evergreen's business, Evergreen believes that its business is not dependent upon any single patent or group of related patents.

Other than licenses for commercially available software, Evergreen does not believe that any of its licenses from third parties are material to its business taken as a whole. Evergreen does not believe that any of its licenses to intellectual property rights granted to third parties are material to its business taken as a whole.

New Product Development

Evergreen's product innovation aims to deliver new packaging products for both customers and end-use consumers and to generate a percentage of future revenue from new products. The innovation process follows a traditional stage gate development process. One of Evergreen's primary competitive advantages in fiber-based cartons is offering a total system solution — from board manufacture to efficient filling machines. Therefore, new carton product design teams include expertise from equipment, converting, the mills and often closures. A key focus for innovation is leveraging leading board and barrier technologies to adjacent markets, such as water and dry goods.

Employees

As of December 31, 2017, Evergreen employed approximately 3,800 people. Approximately 64% of Evergreen's employees are covered by collective labor agreements. Evergreen has not experienced any significant union-related work stoppages. We believe Evergreen's relationships with its employees and labor unions are satisfactory.

Regulatory

As Evergreen's products are used in food and beverage packaging, Evergreen's business is subject to regulations governing products that may contact food in virtually every country in which it has operations. Future regulatory and legislative change can affect the economics of Evergreen's business activities, lead to changes in operating practices, affect its customers and influence the demand for and the cost of providing products and services to its customers. Evergreen has adopted compliance programs and procedures designed to achieve compliance with applicable laws and regulations, and believes these programs and procedures are generally effective. However, because of the complexity of these laws and regulations, variance in production inputs and efficiencies, and the global scope of Evergreen's business, compliance cannot be guaranteed.

Evergreen is subject to environmental, health and safety laws and regulations in the jurisdictions in which it operates. 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 Evergreen's employees, regulate the materials used in and the recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances, including releases by prior owners or operators of Evergreen's locations and releases at sites formerly owned or operated by Evergreen.

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 regulations, which could negatively affect Evergreen. For example, the United States Congress has considered legislation to reduce emissions of carbon dioxide and other greenhouse gases. Similarly, the EPA is regulating certain greenhouse gas emissions under the federal Clean Air Act. These and other initiatives may cause Evergreen to incur additional direct costs in complying with any new environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs resulting from Evergreen's suppliers, customers, or both, incurring additional compliance costs that could get passed through to Evergreen or impact product demand.

Evergreen has been addressing issues associated with its wastewater discharges into the Pigeon River from the Canton mill. In April 2012, Evergreen entered into a settlement agreement with various parties who had challenged Evergreen's permit, which settlement agreement requires Evergreen to perform various tests on the river water. Evergreen has conducted all of the required testing to date and expects to be able to continue to comply with such settlement agreement.

In addition, the EPA is continuing the development of other new standards and programs that may be applicable to Evergreen's operations. In December 2012, the EPA finalized its rules regulating air emissions from industrial boilers and process heaters, commonly referred to as “Boiler MACT.” Evergreen currently estimates capital costs to comply with the final Boiler MACT rules to be approximately $52 million; approximately $51 million of such costs will be spent in connection with the boiler at its Canton, North Carolina mill and $1 million in costs will be incurred in connection

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with a boiler at its Pine Bluff, Arkansas mill. As of December 31, 2017, approximately $43 million of Boiler MACT-related costs had been incurred. Evergreen expects to incur the remaining Canton costs by 2019. Evergreen does not expect the Boiler MACT rules to have a material adverse effect on its business or the expenditures needed to achieve compliance to significantly increase the RGHL Group's capital expenditures during these periods.

Legal Proceedings

Evergreen is a party to various litigation matters, including environmental matters, arising in the ordinary course of business. We cannot estimate with certainty the ultimate legal and financial liability with respect to these litigation and environmental matters but believe, based on examination of these matters, experience to date and discussions with counsel, that any ultimate liability will not be material to Evergreen's financial position, results of operations or cash flows.

Closures

Closures is a leading manufacturer of plastic and aluminum beverage caps and closures, primarily serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market. Closures' products also serve the liquid dairy, food, beer and liquor and automotive fluid markets. In addition to supplying plastic and aluminum caps and closures, Closures also offers high speed rotary capping equipment, which secures caps on a variety of packaging, and related services. Closures has a large global customer base with its largest presence in North America. The following table shows total segment revenue by geographic region for Closures for each of the years ended December 31, 2017, 2016 and 2015:

	Revenue by geographic region
(In $ million)	2017	2016	2015
United States	370	373	365
Remaining North American Region	81	84	88
Asia	225	229	235
Europe	130	135	162
South America	95	107	132
Total	901	928	982

History

Closures has been supplying caps and closures since its inception in the 1930s as part of Alcoa's packaging business. Closures started developing aluminum closures primarily for the food industry and continued to develop its manufacturing capabilities through the 1940s and 1950s. In the 1960s, Closures introduced the first resealable aluminum roll-on closure for the beer and soft drink industries. In 1986, Closures acquired H-C Industries, which had developed a patented compression molding process to make plastic closures for carbonated soft drinks. Throughout the 1990s and 2000s, Closures continued to develop innovative closure solutions such as spout fitments for gable top juice containers and hot-fill closures for sports drinks and entered the Asian, European and South American markets during this period. In 2008, Closures was acquired indirectly by Mr. Graeme Hart, our strategic owner. In February 2010, Closures purchased Obrist Americas, Inc., a U.S. manufacturer of plastic non-dispensing screw closures for carbonated soft drinks and water containers. The acquired company was renamed Closure Systems International Americas, Inc. In January 2014, we sold Closures' aluminum closures business in Germany. In November 2017, Closures and Graham Packaging entered into a sale agreement for a number of their operations in Asia. This transaction is expected to close in the first half of 2018.

Global Packaging Solution

Closures employs a business model, which we refer to as the “Global Packaging Solution,” through which it provides complete closure solutions to its customers. As the only major global provider of beverage caps and closures, as well as high speed rotary capping equipment and related services, we believe this model differentiates Closures from its competitors and positions it as a supplier of choice for customers throughout the world. Closures' operations are strategically located in geographic proximity to its customers and are focused on providing innovative closure solutions, quality products, capping equipment and services to its customers, designed to reduce their overall cost of operations.

Caps and Closures

Closures' caps and closures can be used for a variety of beverages, including carbonated soft drinks, non-carbonated soft drinks, bottled water, juices and sports drinks, which are primarily filled in PET containers and require a plastic closure. In addition, Closures' caps and closures can be applied to seal high density PE containers and glass containers. Closures has also been able to take advantage of the increasing use of plastic caps and closures in the food, dairy and alcoholic beverages markets. Closures' customer relationships have enabled it to expand its core beverage caps and closures product offering through the development of higher margin, customized closure solutions. Closures' mini-closures platform of products is sold in all of its major markets, which provides customers with reduced packaging costs, increased sealing technologies, seal integrity and easy-open capability. Closures' caps and closures are sold mostly under multi-year contracts.

Capping Equipment and Services

Closures is a global leader in beverage capping equipment. In addition, Closures can provide customized cap handling and application systems specifically tailored to customer needs. Closures builds capping machinery for a wide range of cap and closure applications and production and process environments, offering innovative system solutions for cold-fill, hot-fill and aseptic-fill applications.

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In addition to the original capping systems equipment, Closures also supplies its customers with replacement parts through its global spare parts network and online store, as well as technical service through a team of technicians strategically located in geographic proximity to its customers. Closures provides capping machine services both before and after a capping machine placement to help customers improve productivity. These services include retooling programs, quick-change capping conversion, training services, troubleshooting and machine upgrades, on-site capping inspections and line efficiency improvements.

These products and services are designed to deliver a comprehensive system of customer value and reliability, enabling Closures' customers to improve the productivity of their capping machines, which may result in increased caps and closures sales. Closures' emphasis on service leads to strong customer loyalty which may provide Closures with a competitive advantage.

Customers

Closures’ customer base includes international companies as well as large national and regional companies primarily in the beverage and consumer product industries. Where appropriate, Closures manages its customer relationships with large beverage companies at both the parent company and the local bottler levels. This approach allows Closures to foster relationships at the various purchasing decision points, thereby minimizing its exposure to any one particular contract and enabling it to understand the developing requirements of beverage customers. Many of Closures' customers have been customers for over 20 years. Closures also produces caps and closures for Evergreen. In 2017, Closures’ top ten customers accounted for 51% of the segment’s total revenue, with one customer accounting for 11% of the segment’s total revenue.

The majority of Closures' revenue is derived from multi-year contracts. Many of Closures' customer sales contracts contain price adjustments based on changes in resin prices which allows Closures to pass through varying degrees of the changes in resin prices to its customers. In addition, an increasing number of Closures' customer sales contracts also contain inflationary price adjustments. Where possible, Closures seeks to stagger the expiration dates of its contracts to avoid the need to renew several large contracts at the same time.

Competition

The global caps and closures market is highly fragmented, with Closures being one of only a few global participants. These competitors include Berry Plastics Group, Inc., BERICAP GmbH & Co. KG, Silgan Holdings, Inc. and Global Closure Systems. Most competitors are either local or regional companies primarily supplying only one region of the world. In certain regions, especially in emerging markets, an increasing number of bottlers are self-supplying closures through self-manufacturing caps and closures. These competitive pressures may adversely affect Closures’ business and financial performance. We believe Closures benefits from its proximity to customers, stringent product specifications demanded by its multinational client base, and its ability to provide integrated closure system solutions. Closures also competes by offering strong product design capabilities, leading technology innovation, speed of product delivery, value-added features and cost competitiveness.

Marketing and Sales

Closures reaches its customer base primarily through a direct field sales organization. Closures' sales teams are principally organized by region and are supported by global marketing teams that are focused on each of its core and growth markets such as carbonated soft drink, non-carbonated soft drink, bottled water, liquid food, dairy and alcoholic beverage.

We believe Closures is the only global supplier of a completely integrated closures solution by offering both caps and closures and capping equipment. This provides a strategic advantage for Closures as both its sales professionals and service technicians have the ability to solicit real-time feedback and provide Closures with insight on global cap and closure operations, consumer trends and competitor products. We believe this flow of shared knowledge among equipment sales, cap and closure sales and equipment service personnel helps Closures effectively develop and manufacture high quality, innovative products that meet the needs of its customers.

Seasonality

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

Manufacturing

Closures operates 25 manufacturing and capping equipment assembly locations worldwide, including six facilities in Asia, six in North America, five in South America, three in Europe, four in the Middle East and one in Central America.

Caps and Closures

Closures manufactures caps and closures at all of its manufacturing facilities globally with the exception of its capping equipment assembling facilities in Europe and North America. Closures' global operations enable it to service its broad global customer base. Closures manufactures its own proprietary compression molding equipment, which allows Closures to quickly increase manufacturing capacity as demand grows. Closures' facilities manufacture caps and closures utilizing this compression molding technology, as well as injection molding and metal stamping processes, depending on the customer’s needs. Using this manufacturing approach, Closures manufactures a broad range of sealing solutions such as molded in-shell liners, disc liners, induction and conduction seals as well as tamper evidence bands.

Capping Equipment

Closures' capping equipment is manufactured globally at four locations in Germany, Japan, China and the United States. Equipment produced in Germany is primarily supplied to Europe, Africa, the Middle East and some countries in Asia, while equipment made in Japan is primarily sold in Japan, China and other Asian countries. Equipment manufactured in China is sold only in China. U.S. manufactured equipment is primarily sold in North, South and Central America.

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Raw Materials and Suppliers

Closures' principal raw materials are resin, colorant and aluminum. In 2017, the total value of raw materials consumed by Closures was $441 million, with the majority of raw materials being plastic resins. In 2017, total raw materials represented 63% of Closures’ total cost of sales, excluding depreciation and amortization.

Closures' centralized purchasing function enables it to leverage its global purchasing power and reduce its dependency on any one supplier. Closures takes advantage of regional and local suppliers for indirect materials and services to ensure the lowest total cost of ownership. Closures sources its raw materials from a variety of suppliers, many of which are global. It maintains two to three suppliers for most inputs. Closures typically has one year contracts with key resin, colorant and aluminum suppliers. We believe that the pricing terms under these contracts are consistent with the terms available in the market, and Closures has not historically experienced significant supply interruption of any key raw materials. We believe Closures' relationships with its suppliers are satisfactory. Closures has relationships spanning more than 15 years with a majority of its top suppliers.

To mitigate the volatility of resin prices, the majority by volume of Closures' customer sales contracts contain price adjustments based on changes in resin prices, which allows Closures to pass through varying degrees of the changes in resin prices to its customers. Contractual price adjustments with customers do not occur simultaneously with actual resin purchase price fluctuations, but rather on a monthly, quarterly, semi-annual or other basis. In certain instances, Closures has also been able to negotiate raw material price adjustments with customers not subject to these clauses.

In addition, to further minimize the impact of price fluctuations of raw materials, Closures enters into hedging agreements for some resin purchases. Closures also enters into hedging agreements at the request of certain customers who want to mitigate the risk of changes in raw material costs in their purchase pricing.

Quality Management

Meeting customers' complex requirements and technical specifications requires a strong commitment to quality, customer service, process controls and reliability. Closures maintains technology centers around the world that are focused on product engineering, testing and design. In addition, we believe Closures has unique testing capabilities through its laboratories located around the world that are fully accredited by major global beverage manufacturers. Closures also uses pilot bottling line equipment to simulate customer filling and capping operations in order to facilitate real world product testing prior to customer line trials. This provides a key advantage for Closures, as large customers can leverage Closures' testing capabilities and avoid the need to perform their own independent product testing.

Closures' production facilities employ efficient, technologically advanced manufacturing capabilities. In addition, each facility offers reliable customer service, timely delivery and quality performance.

Intellectual Property

Closures has a significant number of registered patents and registered trademarks which, along with trade secrets and manufacturing know-how, help support Closures' ability to add value within its market and sustain its competitive advantages. Closures monitors its patents and trademarks on its products and processes and, where appropriate, defends its intellectual property rights throughout the world. While in the aggregate Closures' patents are of material importance to Closures' business, Closures believes that its business is not dependent upon any single patent or group of patents.

Closures invests a considerable amount of resources in developing its proprietary products and manufacturing capabilities and employs various methods, including confidentiality and non-disclosure agreements with third parties, employees and consultants, to protect its intellectual property. Additionally, Closures has licensed, and may license in the future, patents, trademarks, trade secrets and similar intellectual property to third parties. Closures attempts to contractually ensure that its intellectual property and similar proprietary rights are protected when entering into business relationships.

Other than licenses for commercially available software, Closures does not believe that any of its licenses from third parties are material to its business taken as a whole. Closures does not believe that any of its licenses to intellectual property rights granted to third parties are material to its business taken as a whole.

New Product Development

New product innovation is a key component of Closures' growth strategy. Closures' new product development process is based on a fundamental understanding of the interactions between product design, materials of construction and manufacturing and application processes. Key trends driving new product development include cost reduction, product integrity preservation, tamper evidence enhancement, increased brand equity and promotion and consumer functionality. As an example, Closures' mini-closure platform of products, which significantly reduces raw material costs without sacrificing product performance, has been introduced in all of its major markets. In addition, Closures has been a leading innovator in the development of tamper evidence beverage caps and closures and has launched new closures with enhanced tamper evidence. Furthermore, Closures has been a leading innovator in the development of one piece beverage closures, which provide customers with an alternative high performance design that can be manufactured in one resin material, while retaining similar performance characteristics to closures using two materials.

Research and development costs were $9 million, $10 million and $10 million for the years ended December 31, 2017, 2016 and 2015, respectively.

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Employees

As of December 31, 2017, Closures employed approximately 2,800 people. Approximately 46% of Closures' employees are covered by collective labor agreements. Closures has not experienced any significant union-related work stoppages over the last 25 years. We believe Closures' relationships with its employees, labor unions and work councils are satisfactory.

Regulatory

As Closures' products are used in food and beverage packaging, Closures' business is subject to regulations governing products that may contact food in virtually every country where it has operations. Future regulatory and legislative change can affect the economics of Closures' business activities, lead to changes in operating practices, affect its customers and influence the demand for and the cost of providing products and services to its customers. Closures has implemented compliance programs and procedures designed to achieve compliance with applicable laws and regulations, and believes these programs and procedures are generally effective. However, because of the complexity of these laws and regulations and the global scope of Closures' business, compliance cannot be guaranteed.

Closures is subject to environmental, health and safety laws and regulations in the jurisdictions in which it operates. 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 Closures' employees, regulate the materials used in and the recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances, including releases by prior owners or operators of Closures' locations and releases at sites formerly owned or operated by Closures.

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 Closures. For example, the United States Congress has considered legislation to reduce emissions of greenhouse gases. In addition, the EPA is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act. These initiatives may cause Closures to incur additional direct costs in complying with any new environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs resulting from its suppliers, customers, or both incurring additional compliance costs that could get passed through to Closures or impact product demand.

Legal Proceedings

Closures is a party to various litigation matters arising in the ordinary course of business. We cannot estimate with certainty the ultimate legal and financial liability with respect to these litigation matters but believe, based on examination of these matters, experience to date and discussions with counsel, that any ultimate liability will not be material to Closures' financial position, results of operations or cash flows.

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Organizational Structure

We are a holding company that conducts its business operations through its controlled entities. Our significant controlled entities, their country of incorporation and the proportion of ownership and voting interest held, directly or indirectly, in them by us, are set out in note 22 to our audited consolidated financial statements included elsewhere in this annual report.

Thefollowing diagram sets forth a summary of our corporate structure and certain financing arrangements.

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Property, Plants and Equipment

Our business segments operate through a number of offices, manufacturing facilities and warehouses throughout the world. We generally own or lease our facilities under long-term leases. Some of our principal facilities are subject to mortgages and other security interests granted to secure indebtedness with certain financial institutions. We believe that our manufacturing facilities are well maintained, suitable for their respective operations and provide sufficient capacity to meet reasonably foreseeable production requirements.

ITEM 4A. UNRESOLVED STAFF COMMENTS.

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS.

The following discussion should be read in conjunction with “Item 4. Information on RGHL — Business Overview” and our historical financial statements and the notes thereto, in each case included elsewhere in this annual report. The following discussion and analysis also includes forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements with respect to our actual results. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this annual report. See “Forward-Looking Statements” and “Item 3. Key Information — Risk Factors.”

Key Factors Influencing Our Financial Condition and Results of Operations

Substantial Leverage

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

As of December 31, 2017, our total indebtedness of $11,440 million ($12,179 million as of December 31, 2016) was comprised of the outstanding principal amounts of our borrowings. As reflected in our consolidated statement of financial position, we had total borrowings of $11,389 million, consisting of total indebtedness net of unamortized transaction costs and embedded derivatives. For more information regarding our external borrowings, refer to note 16 of the RGHL Group's audited consolidated financial statements included elsewhere in this annual report. Our future results of operations, including our net financial expenses, will be significantly affected by our substantial indebtedness. The servicing of this indebtedness has had and will continue to have an impact on our cash flows and cash balance. For more information, refer to “— Liquidity and Capital Resources.”

Raw Materials and Energy Prices

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

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

• Reynolds Consumer Products — resin, aluminum

• Pactiv Foodservice — resin, paperboard, aluminum

• Graham Packaging — resin

• Evergreen — fiber, resin

• Closures — resin

Historical index prices of resin, aluminum and paperboard from December 31, 2015 through December 31, 2017 are shown in the charts below. These charts present index prices and do not represent the prices at which we purchased these raw materials.

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Source: IHS Inc.

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

Source: Platts Metal Weekly

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

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Source: RISI Inc.

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

Purchases of most of our raw materials are based on negotiated rates with suppliers, which are tied 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. For Evergreen, most raw materials and other input costs are purchased on the spot market.

Changes in raw material prices impact our results of operations. Revenue is directly impacted by changes in raw material costs as a result of raw material cost pass-through mechanisms in many of the customer pricing agreements entered into by most of our segments. Generally, the contractual price adjustments do not occur simultaneously with commodity price fluctuations, but rather on a mutually agreed upon schedule. Due to differences in timing between purchases of raw materials and sales to customers, there is often a lead-lag effect, during which margins are negatively impacted in periods of rising raw material costs and positively impacted in periods of falling raw material costs. Historically, the average lag time in implementing raw material cost pass-through mechanisms (where contractually permitted) has been approximately three months.

We use price increases, where possible, to mitigate the effects of raw material cost increases for customers that are not subject to raw material cost pass-through agreements. Contracts with customers for the branded products sold by Reynolds Consumer Products generally do not contain raw material cost pass-through mechanisms.

The prices for some of our raw materials, particularly resins and aluminum, have fluctuated significantly in recent years. Prices for raw wood and wood chips have fluctuated less than the prices of resins and aluminum. Raw wood and wood chips are typically purchased from sources close to our mills and, as a result, prices are established locally based on factors such as local competitive conditions and weather conditions.

Management expects continued volatility in raw material prices and such volatility may impact our results of operations. Although we continue to take steps to minimize the impact of the volatility of raw material prices through commodity hedging, fixed supplier pricing, reducing the lag time in contractual raw material cost pass-through mechanisms and entering into additional indexed customer contracts that include raw material cost pass-through provisions, these efforts may prove to be inadequate.

Our segments are also sensitive to energy-related cost movements, particularly those that affect transportation and utility costs. In particular, our Evergreen segment is susceptible to price fluctuations in natural gas, as Evergreen incurs significant natural gas costs to convert raw wood and wood chips to paper products and liquid packaging board. Historically, we have been able to mitigate the effect of higher energy-related costs with productivity improvements and other cost reductions. Further, energy costs (excluding transportation costs) are generally included in Evergreen's indexed customer contracts.

Commodity Hedging Activities

We are exposed to commodity and other price risk principally from the purchase of resin, natural gas, electricity, raw cartonboard, aluminum, diesel and steel. From time to time we enter into hedging agreements for some of our raw materials and energy sources to minimize the impact of price fluctuations. We use various strategies to manage cost exposures on certain raw material purchases with the objective of obtaining more predictable costs for these commodities. We generally enter into commodity financial instruments or derivatives to hedge commodity prices primarily related to resin, aluminum, diesel and natural gas. For additional details related to our commodity hedging activities, refer to “— Quantitative and Qualitative Disclosures about Market Risk — Commodity Risk.”

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The realized gains or losses arising from derivative instruments are recognized in cost of sales while the unrealized gains or losses associated with derivative instruments are recognized in net other income (expenses).

While we currently employ the hedging strategy discussed above, we may decide to increase or decrease our level of hedging depending on management's assessment of current market conditions.

Effect of Currency Fluctuations

We operate in multiple countries and transact business in a range of currencies. Reynolds Consumer Products, Pactiv Foodservice, and Evergreen, which predominantly operate in the United States, are less affected by currency fluctuations than Graham Packaging and Closures. In addition to the U.S. dollar, the currencies in which our transactions are primarily denominated are the euro, Mexican peso, New Zealand dollar and Canadian dollar, and to a lesser extent the Argentine peso, Brazilian real, British pound, Chinese yuan renminbi, Japanese yen, Korean won, Polish zloty and Taiwanese dollar. Exchange rate fluctuations can therefore either increase or decrease revenue and expense items when reported in U.S. dollars. For most financial periods, the impact on revenue due to fluctuations in exchange rates has been partially offset by the impact on expenses, as most of our business units incur revenue and expenses in their respective local currencies, creating a natural hedge to currency fluctuations. From time to time we enter into hedging agreements for some of our foreign currency transactions to minimize the impact of foreign currency pricing changes.

Seasonality

Our business is impacted by seasonal fluctuations. For additional information, refer to each segment's seasonality discussion at “Item 4. Information on RGHL — Business Overview.”

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Results of Operations

The following discussion should be read in conjunction with the RGHL Group's audited consolidated financial statements included elsewhere in this annual report. Detailed comparisons of revenue and results are presented in the discussions of the operating segments, which follow the RGHL Group results discussion.

Year Ended December 31, 2017 Compared with the Year Ended December 31, 2016

RGHL Group

	For the year ended December 31,
(In $ million, except for %)	2017		% of revenue		2016		% of revenue		Change		% change
Revenue	10,524		100	%	10,646		100	%	(122	)	(1	)%
Cost of sales	(8,202	)	(78	)%	(8,259	)	(78	)%	57		1	%
Gross profit	2,322		22	%	2,387		22	%	(65	)	(3	)%
Selling, marketing and distribution expenses/General and administration expenses	(1,022	)	(10	)%	(1,170	)	(11	)%	148		13	%
Net other income (expenses)	(78	)	(1	)%	(72	)	(1	)%	(6	)	(8	)%
Profit from operating activities	1,222		12	%	1,145		11	%	77		7	%
Financial income	49		—	%	169		2	%	(120	)	(71	)%
Financial expenses	(750	)	(7	)%	(1,042	)	(10	)%	292		28	%
Net financial expenses	(701	)	(7	)%	(873	)	(8	)%	172		20	%
Profit (loss) from continuing operations before income tax	521		5	%	272		3	%	249		92	%
Income tax (expense) benefit	(81	)	(1	)%	(105	)	(1	)%	24		23	%
Profit (loss) from continuing operations	440		4	%	167		2	%	273		NM
Profit (loss) from discontinued operations, net of income tax	(1	)	NM		(6	)	NM		5		83	%
Profit (loss) for the year	439		NM		161		NM		278		NM
Depreciation and amortization from continuing operations	674		6	%	707		7	%	(33	)	(5	)%
RGHL Group Adjusted EBITDA(1) from continuing operations	2,078		20	%	2,103		20	%	(25	)	(1	)%

(1) Refer to page 3 under the heading "Non-GAAP Financial Measures" for additional information related to this financial measure.

Revenue. Revenue decreased by $122 million, or 1%. The decrease was primarily due to lower sales volume and business divestitures. These decreases were partially offset by an overall increase in pricing, primarily resulting from the pass-through of higher commodity costs.

Cost of Sales. Cost of sales decreased by $57 million, or 1%. The decrease was primarily due to lower sales volume and business divestitures. These decreases were partially offset by higher raw material costs.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $148 million, or 13%. The decrease included a 2016 pension expense of $65 million in Corporate due to the assumption of pension liabilities in the prior year. The decrease also included $28 million of lower advertising costs at Reynolds Consumer Products and lower employee-related costs. Selling, marketing and distribution expenses and general and administration expenses as a percentage of revenue decreased 1%.

Net Other. Net other expenses increased by $6 million to $78 million. The increase includes an unfavorable change in unrealized gains and losses on derivatives and an increase in losses on disposal of businesses and non-current assets. Partially offsetting these unfavorable changes were a decrease in the related party management fee and a favorable foreign currency impact.

Net Financial Expenses. Net financial expenses decreased by $172 million to $701 million. The decrease was primarily due to a $227 million decrease in interest expense as a result of debt repayments and a decrease of $101 million in losses on extinguishment of debt. These decreases were partially offset by an unfavorable change of $105 million in the fair value of embedded derivatives and a $57 million unfavorable change in foreign currency exchange gains and losses. For more information regarding financial income (expenses) and borrowings, refer to notes 9 and 16.

Income Tax. We recognized income tax expense of $81 million on profit before income tax of $521 million (an effective tax rate of 16%) compared to income tax expense of $105 million on profit before income tax of $272 million (an effective tax rate of 39%) for the prior year. The effective tax rate for the year ended December 31, 2017 is primarily the result of: (i) legislative changes enacted in the United States, (ii) the mix of book income and losses taxed at varying rates among the jurisdictions in which the RGHL Group operates and (iii) the inability to realize a tax benefit for losses and other temporary differences in certain jurisdictions. For a reconciliation of income tax expense, refer to note 10.

Depreciation and Amortization. Depreciation and amortization decreased by $33 million, or 5%. The decrease was due to lower depreciation expense for certain assets which became fully depreciated during the year.

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Discontinued Operations, Net of Income Tax. Loss from discontinued operations decreased by $5 million primarily due to a prior year allocation of a related party management fee and foreign currency impact on the euro-denominated consideration receivable, partially offset by reduced interest income on the consideration receivable.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2017		2016
Profit from operating activities	1,222		1,145
Depreciation and amortization from continuing operations	674		707
RGHL Group EBITDA(1) from continuing operations	1,896		1,852
Included in the RGHL Group EBITDA:
Asset impairment charges, net of reversals	45		45
(Gain) loss on sale or disposal of businesses and non-current assets	10		4
Non-cash change in multi-employer pension plan withdrawal liability	—		(11	)
Non-cash pension expense, net of settlement gain	58		124
Operational process engineering-related consultancy costs	15		21
Related party management fee	31		40
Restructuring costs, net of reversals	23		49
Unrealized (gain) loss on derivatives	—		(20	)
Other	—		(1	)
RGHL Group Adjusted EBITDA(1) from continuing operations	2,078		2,103
Segment detail of Adjusted EBITDA:
Reynolds Consumer Products	660		650
Pactiv Foodservice	677		662
Graham Packaging	397		421
Evergreen	258		270
Closures	131		138
Corporate/Unallocated(2)	(45	)	(38	)
RGHL Group Adjusted EBITDA from continuing operations	2,078		2,103

(1) Refer to page 3 under the heading "Non-GAAP Financial Measures" for additional information related to these financial measures.

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

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Reynolds Consumer Products Segment

	For the year ended December 31,
(In $ million, except for %)	2017		% of segment revenue		2016		% of segment revenue		Change		% change
External revenue	2,807		95	%	2,790		95	%	17		1	%
Inter-segment revenue	152		5	%	146		5	%	6		4	%
Total segment revenue	2,959		100	%	2,936		100	%	23		1	%
Cost of sales	(2,106	)	(71	)%	(2,063	)	(70	)%	(43	)	(2	)%
Gross profit	853		29	%	873		30	%	(20	)	(2	)%
Selling, marketing and distribution expenses/ General and administration expenses	(287	)	(10	)%	(316	)	(11	)%	29		9	%
Net other income (expenses)	4		—	%	9		—	%	(5	)	(56	)%
Profit from operating activities	570		19	%	566		19	%	4		1	%
Reynolds Consumer Products segment Adjusted EBITDA	660		22	%	650		22	%	10		2	%

Revenue. Total segment revenue increased by $23 million, or 1%. Price increases primarily resulting from higher raw material costs were partially offset by a decrease in sales volume.

Cost of Sales. Cost of sales increased by $43 million, or 2%. The increase was primarily due to an increase of $54 million in raw material costs and higher manufacturing costs, partially offset by lower sales volume. For the years ended December 31, 2017 and 2016, raw material costs accounted for 66% of Reynolds Consumer Products' cost of sales.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $29 million, or 9%. The decrease was primarily due to $28 million of lower advertising cost, partially due to new product launch advertising in 2016.

Net Other. Net other income decreased by $5 million to $4 million. The decrease was primarily due to an unfavorable change in unrealized gains and losses on derivatives. This item has been included in the segment’s Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2017		2016
Profit from operating activities	570		566
Depreciation and amortization	86		92
EBITDA	656		658
Included in Reynolds Consumer Products segment EBITDA:
Restructuring costs, net of reversals	5		—
Unrealized (gain) loss on derivatives	(4	)	(8	)
Other	3		—
Reynolds Consumer Products segment Adjusted EBITDA	660		650

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Pactiv Foodservice Segment

	For the year ended December 31,
(In $ million, except for %)	2017		% of segment revenue		2016		% of segment revenue		Change		% change
External revenue	3,237		87	%	3,254		87	%	(17	)	(1	)%
Inter-segment revenue	492		13	%	494		13	%	(2	)	—	%
Total segment revenue	3,729		100	%	3,748		100	%	(19	)	(1	)%
Cost of sales	(3,008	)	(81	)%	(3,057	)	(82	)%	49		2	%
Gross profit	721		19	%	691		18	%	30		4	%
Selling, marketing and distribution expenses/ General and administration expenses	(268	)	(7	)%	(300	)	(8	)%	32		11	%
Net other income (expenses)	(51	)	(1	)%	(33	)	(1	)%	(18	)	(55	)%
Profit from operating activities	402		11	%	358		10	%	44		12	%
Pactiv Foodservice segment Adjusted EBITDA	677		18	%	662		18	%	15		2	%

Revenue. Total segment revenue decreased by $19 million, or 1%. The decrease was primarily due to $68 million from business divestitures and unfavorable sales volume across the ongoing business. These decreases were partially offset by $74 million of higher pricing passed through, net of product mix impacts.

Cost of Sales. Cost of sales decreased by $49 million, or 2%. The decrease was primarily due to business divestitures, lower depreciation expense and lower restructuring costs. These decreases were partially offset by higher raw material and manufacturing costs. For the years ended December 31, 2017 and 2016, raw material costs accounted for 59% and 57% of Pactiv Foodservice's cost of sales, respectively.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $32 million, or 11%. The decrease was primarily due to lower operational process engineering-related consultancy costs and lower employee-related costs as a result of prior year restructuring initiatives as well as business divestitures.

Net Other. Net other expenses increased by $18 million to $51 million. The increase was primarily due to increased asset impairment charges, net of reversals and an unfavorable change in unrealized gains and losses on derivatives. These items have been included in the segment’s Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2017	2016
Profit from operating activities	402	358
Depreciation and amortization	205	223
EBITDA	607	581
Included in Pactiv Foodservice segment EBITDA:
Asset impairment charges, net of reversals	36	28
(Gain) loss on sale or disposal of businesses and non-current assets	11	9
Operational process engineering-related consultancy costs	12	21
Restructuring costs, net of reversals	8	31
Unrealized (gain) loss on derivatives	2	(7	)
Other	1	(1	)
Pactiv Foodservice segment Adjusted EBITDA	677	662

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Graham Packaging Segment

	For the year ended December 31,
(In $ million, except for %)	2017		% of segment revenue		2016		% of segment revenue		Change		% change
External revenue	2,147		100	%	2,223		100	%	(76	)	(3	)%
Inter-segment revenue	—		—	%	—		—	%	—		—	%
Total segment revenue	2,147		100	%	2,223		100	%	(76	)	(3	)%
Cost of sales	(1,824	)	(85	)%	(1,888	)	(85	)%	64		3	%
Gross profit	323		15	%	335		15	%	(12	)	(4	)%
Selling, marketing and distribution expenses/General and administration expenses	(188	)	(9	)%	(196	)	(9	)%	8		4	%
Net other income (expenses)	—		—	%	(6	)	—	%	6		100	%
Profit from operating activities	135		6	%	133		6	%	2		2	%
Graham Packaging segment Adjusted EBITDA	397		18	%	421		19	%	(24	)	(6	)%

Revenue. Total segment revenue decreased by $76 million, or 3%. The decrease was primarily due to a decrease in sales volume, the impact of business divestitures and a decline in pricing. The decrease in sales volume was primarily due to overall market demand and net contract losses.

Cost of Sales. Cost of sales decreased by $64 million, or 3%. The decrease was primarily due to lower sales volume, lower depreciation expense as certain assets became fully depreciated and the impact of the business divestitures, partially offset by higher raw material costs. For the years ended December 31, 2017 and 2016, raw material costs accounted for 52% of Graham Packaging's cost of sales.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $8 million, or 4%. The decrease was primarily due to a decrease in restructuring costs and the impact of cost savings initiatives.

Net Other. Net other expenses decreased by $6 million. The decrease was primarily due to lower asset impairment charges.This item has been included in the segment’s Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2017		2016
Profit from operating activities	135		133
Depreciation and amortization	257		269
EBITDA	392		402
Included in Graham Packaging segment EBITDA:
Asset impairment charges, net of reversals	7		11
(Gain) loss on sale or disposal of businesses and non-current assets	(6	)	(5	)
Restructuring costs, net of reversals	4		12
Other	—		1
Graham Packaging segment Adjusted EBITDA	397		421

50

Evergreen Segment

	For the year ended December 31,
(In $ million, except for %)	2017		% of segment revenue		2016		% of segment revenue		Change		% change
External revenue	1,448		93	%	1,467		93	%	(19	)	(1	)%
Inter-segment revenue	114		7	%	113		7	%	1		1	%
Total segment revenue	1,562		100	%	1,580		100	%	(18	)	(1	)%
Cost of sales	(1,286	)	(82	)%	(1,265	)	(80	)%	(21	)	(2	)%
Gross profit	276		18	%	315		20	%	(39	)	(12	)%
Selling, marketing and distribution expenses/ General and administration expenses	(82	)	(5	)%	(95	)	(6	)%	13		14	%
Net other income (expenses)	3		—	%	7		—	%	(4	)	(57	)%
Profit from operating activities	197		13	%	227		14	%	(30	)	(13	)%
Evergreen segment Adjusted EBITDA	258		17	%	270		17	%	(12	)	(4	)%

Revenue. Total segment revenue decreased by $18 million, or 1%. The decrease was primarily due to a decline in pricing, primarily in paper products and liquid packaging board as a result of ongoing market conditions and competitive pressures, partially offset by increased pricing in carton packaging. Sales volume was flat with decreases in carton packaging and paper products offset by an increase in liquid packaging board.

Cost of Sales. Cost of sales increased by $21 million, or 2%. The increase was primarily due to unfavorable raw material and freight costs. The prior year period included a non-cash reduction in the multi-employer pension plan withdrawal liability. This item has been included in the segment’s Adjusted EBITDA calculation. For the years ended December 31, 2017 and 2016, raw material costs accounted for 41% and 42% of Evergreen's cost of sales, respectively.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $13 million, or 14%. The decrease was primarily due to lower employee-related costs.

Net Other. Net other income decreased by $4 million to $3 million.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2017	2016
Profit from operating activities	197	227
Depreciation and amortization	59	57
EBITDA	256	284
Included in Evergreen segment EBITDA:
Non-cash change in multi-employer pension plan withdrawal liability	—	(10	)
Other	2	(4	)
Evergreen segment Adjusted EBITDA	258	270

51

Closures Segment

	For the year ended December 31,
(In $ million, except for %)	2017		% of segment revenue		2016		% of segment revenue		Change		% change
External revenue	885		98	%	912		98	%	(27	)	(3	)%
Inter-segment revenue	16		2	%	16		2	%	—		—	%
Total segment revenue	901		100	%	928		100	%	(27	)	(3	)%
Cost of sales	(746	)	(83	)%	(755	)	(81	)%	9		1	%
Gross profit	155		17	%	173		19	%	(18	)	(10	)%
Selling, marketing and distribution expenses/ General and administration expenses	(95	)	(11	)%	(100	)	(11	)%	5		5	%
Net other income (expenses)	(8	)	(1	)%	(8	)	(1	)%	—		—	%
Profit from operating activities	52		6	%	65		7	%	(13	)	(20	)%
Closures segment Adjusted EBITDA	131		15	%	138		15	%	(7	)	(5	)%

Revenue. Total segment revenue decreased by $27 million, or 3%. The decrease was primarily due to lower pricing primarily as a result of competitive pressures, lower sales volume and an unfavorable foreign currency impact.

Cost of Sales. Cost of sales decreased by $9 million, or 1%. The decrease was primarily due to favorable manufacturing costs, lower sales volumes and a favorable foreign currency impact. These decreases were partially offset by higher raw material costs, mostly resin. For the years ended December 31, 2017 and 2016, raw material costs accounted for 59% of Closures' cost of sales.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $5 million, or 5%.

Net Other. Net other expenses remained flat at $8 million.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2017	2016
Profit from operating activities	52	65
Depreciation and amortization	66	65
EBITDA	118	130
Included in Closures segment EBITDA:
Asset impairment charges, net of reversals	2	6
(Gain) loss on sale or disposal of businesses and non-current assets	6	—
Other	5	2
Closures segment Adjusted EBITDA	131	138

52

Corporate/Unallocated

	For the year ended December 31,
(In $ million, except for %)	2017		2016		Change		% change
Gross profit (loss)	(6	)	—		(6	)	NM
Selling, marketing and distribution expenses/General and administration expenses	(102	)	(163	)	61		37	%
Net other income (expenses)	(26	)	(41	)	15		37	%
Loss from operating activities	(134	)	(204	)	70		34	%
Corporate/Unallocated Adjusted EBITDA	(45	)	(38	)	(7	)	(18	)%

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $61 million, or 37%. Non-cash pension expense decreased by $65 million due to the assumption of pension liabilities in the prior year, net of settlement gains associated with various initiatives to reduce the future administrative costs of pension plans. For further information, refer to note 17. Non-cash pension expense, net of settlement gain has been included in the segment’s Adjusted EBITDA calculation.

Net Other. Net other expenses decreased by $15 million to $26 million. The decrease was primarily due to a decrease in the related party management fee. This item has been included in the Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2017		2016
Loss from operating activities	(134	)	(204	)
Depreciation and amortization	1		1
EBITDA	(133	)	(203	)
Included in Corporate/Unallocated EBITDA:
Non-cash pension expense, net of settlement gain	58		124
Related party management fee	31		40
Other	(1	)	1
Corporate/Unallocated Adjusted EBITDA	(45	)	(38	)

53

Year Ended December 31, 2016 Compared with the Year Ended December 31, 2015

RGHL Group

	For the year ended December 31,
(In $ million, except for %)	2016		% of revenue		2015		% of revenue		Change		% change
Revenue	10,646		100	%	11,178		100	%	(532	)	(5	)%
Cost of sales	(8,259	)	(78	)%	(8,978	)	(80	)%	719		8	%
Gross profit	2,387		22	%	2,200		20	%	187		9	%
Selling, marketing and distribution expenses/General and administration expenses	(1,170	)	(11	)%	(1,007	)	(9	)%	(163	)	(16	)%
Net other income (expenses)	(72	)	(1	)%	53		—	%	(125	)	NM
Profit from operating activities	1,145		11	%	1,246		11	%	(101	)	(8	)%
Financial income	169		2	%	22		—	%	147		NM
Financial expenses	(1,042	)	(10	)%	(1,562	)	(14	)%	520		33	%
Net financial expenses	(873	)	(8	)%	(1,540	)	(14	)%	667		43	%
Profit (loss) from continuing operations before income tax	272		3	%	(294	)	(3	)%	566		NM
Income tax (expense) benefit	(105	)	(1	)%	(60	)	(1	)%	(45	)	(75	)%
Profit (loss) from continuing operations	167		2	%	(354	)	(3	)%	521		NM
Profit (loss) from discontinued operations, net of income tax	(6	)	NM		2,672		NM		(2,678	)	NM
Profit (loss) for the year	161		NM		2,318		NM		(2,157	)	(93	)%
Depreciation and amortization from continuing operations	707		7	%	714		6	%	(7	)	(1	)%
RGHL Group Adjusted EBITDA(1) from continuing operations	2,103		20	%	2,019		18	%	84		4	%

(1) Refer to page 3 under the heading "Non-GAAP Financial Measures" for additional information related to this financial measure.

Revenue. Revenue decreased by $532 million, or 5%. The decrease was primarily due to lower pricing largely as a result of the pass-through of lower resin costs to customers. Changes in foreign currency rates also had an unfavorable impact of approximately $75 million. Overall sales volume was down, driven by lower sales volume at Evergreen, Closures and Graham Packaging, partially offset by higher sales volume at the remaining segments.

Cost of Sales. Cost of sales decreased by $719 million, or 8%. The decrease was due to favorable resin prices across all segments, lower sales volume at Evergreen, Closures and Graham Packaging (which were partially offset by higher sales volume at the remaining segments), a favorable foreign currency impact, lower manufacturing costs and a decrease in depreciation expense. These decreases were partially offset by $21 million of higher restructuring costs primarily at Pactiv Foodservice and Graham Packaging.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses increased by $163 million, or 16%. The increase included a $59 million increase in non-cash pension expense in Corporate, primarily due to the assumption of the UCI Pension Plans resulting in the recognition of a $65 million liability, partially offset by a $7 million lump-sum settlement gain related to the Pactiv Retirement Plan (refer to note 17 for additional information). The increase also included $37 million of higher advertising costs at Reynolds Consumer Products, increased employee-related costs at Evergreen, Reynolds Consumer Products and Pactiv Foodservice, increased restructuring costs at Pactiv Foodservice and Graham Packaging and increased amortization expense as a result of an $18 million benefit in the prior year from a cumulative adjustment to correct for amortization expense at Pactiv Foodservice. Selling, marketing and distribution expenses and general and administration expenses as a percentage of revenue increased by 2%.

Net Other. Net other changed by $125 million to net other expenses of $72 million. The change includes a $96 million unfavorable change in unrealized gains and losses on derivatives, a $28 million increase in asset impairment charges and a $22 million unfavorable foreign currency impact. Partially offsetting these unfavorable changes was a $19 million decrease in the related party management fee.

Net Financial Expenses. Net financial expenses decreased by $667 million, or 43%. The decrease was primarily due to a favorable change of $332 million in the fair value of embedded derivatives and a $150 million decrease in interest expense as a result of debt repayments in the prior year and 2016. There was also a decrease of $137 million in losses on extinguishment of debt. Following the sale of SIG in March 2015, the RGHL Group repaid approximately $3,999 million of borrowings. This triggered a loss on extinguishment of debt of $305 million in the prior year. In 2016, the RGHL Group issued $4,250 million of borrowings and repaid $5,372 million of borrowings, which triggered a loss on extinguishment of debt of $168 million. In addition, there was a $45 million favorable change in foreign currency exchange gains and losses. For more information regarding financial income (expenses) and borrowings, refer to notes 9 and 16.

Income Tax. We recognized income tax expense of $105 million on profit before income tax of $272 million (an effective tax rate of 39%) compared to an income tax expense of $60 million on a loss before income tax of $294 million (an effective tax rate of -20%) for the prior year. The effective tax rate for the year ended December 31, 2016 is primarily the result of: (i) the mix of book income and losses taxed at varying rates among the jurisdictions in which the RGHL Group operates and (ii) the inability to realize a tax benefit for losses in certain jurisdictions. For a reconciliation of income tax expense, refer to note 10 of the RGHL Group’s audited consolidated financial statements included elsewhere in this annual report.

54

Depreciation and Amortization. Depreciation and amortization decreased by $7 million, or 1%. The decrease was due to lower depreciation expense for certain assets which became fully depreciated, partially offset by an $18 million benefit in the prior year from a cumulative adjustment to correct an error in amortization expense.

Discontinued Operations, Net of Income Tax. Profit from discontinued operations decreased by $2,678 million primarily due to a gain of $2,851 million, net of tax, from the sale of our SIG segment in the prior year, which was partially offset by foreign currency transaction losses on intercompany debt that were attributable to discontinued operations.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2016		2015
Profit from operating activities	1,145		1,246
Depreciation and amortization from continuing operations	707		714
RGHL Group EBITDA(1) from continuing operations	1,852		1,960
Included in the RGHL Group EBITDA:
Asset impairment charges, net of reversals	45		17
Non-cash change in multi-employer pension plan withdrawal liability	(11	)	(1	)
Non-cash pension expense	124		65
Operational process engineering-related consultancy costs	21		18
Related party management fee	40		59
Restructuring costs, net of reversals	49		9
Unrealized (gain) loss on derivatives	(20	)	(106	)
Other	3		(2	)
RGHL Group Adjusted EBITDA(1) from continuing operations	2,103		2,019
Segment detail of Adjusted EBITDA:
Reynolds Consumer Products	650		581
Pactiv Foodservice	662		602
Graham Packaging	421		445
Evergreen	270		282
Closures	138		147
Corporate/Unallocated(2)	(38	)	(38	)
RGHL Group Adjusted EBITDA from continuing operations	2,103		2,019

(1) Refer to page 3 under the heading "Non-GAAP Financial Measures" for additional information related to these financial measures.

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

55

Reynolds Consumer Products Segment

	For the year ended December 31,
(In $ million, except for %)	2016		% of segment revenue		2015		% of segment revenue		Change		% change
External revenue	2,790		95	%	2,796		94	%	(6	)	—	%
Inter-segment revenue	146		5	%	173		6	%	(27	)	(16	)%
Total segment revenue	2,936		100	%	2,969		100	%	(33	)	(1	)%
Cost of sales	(2,063	)	(70	)%	(2,226	)	(75	)%	163		7	%
Gross profit	873		30	%	743		25	%	130		17	%
Selling, marketing and distribution expenses/ General and administration expenses	(316	)	(11	)%	(261	)	(9	)%	(55	)	(21	)%
Net other income (expenses)	9		—	%	24		1	%	(15	)	(63	)%
Profit from operating activities	566		19	%	506		17	%	60		12	%
Reynolds Consumer Products segment Adjusted EBITDA	650		22	%	581		20	%	69		12	%

Revenue. Total segment revenue decreased by $33 million, or 1%. The decrease was primarily due to $83 million in lower pricing primarily resulting from the pass-through of lower commodity costs, partially offset by a $50 million increase in sales volume.

Cost of Sales. Cost of sales decreased by $163 million, or 7%. The decrease was primarily due to lower raw material costs, partially offset by higher manufacturing costs and costs of $10 million from higher sales volume. For the years ended December 31, 2016 and 2015, raw material costs accounted for 66% and 68% of Reynolds Consumer Products' cost of sales, respectively.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses increased by $55 million, or 21%. The increase was primarily due to $37 million of higher advertising for brand support and higher employee-related costs.

Net Other. Net other income decreased by $15 million to$9 million. The decrease was primarily due to an unfavorable change in unrealized gains and losses on derivatives. This item has been included in the segment’s Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2016		2015
Profit from operating activities	566		506
Depreciation and amortization	92		96
EBITDA	658		602
Included in Reynolds Consumer Products segment EBITDA:
Unrealized (gain) loss on derivatives	(8	)	(21	)
Reynolds Consumer Products segment Adjusted EBITDA	650		581

56

Pactiv Foodservice Segment

	For the year ended December 31,
(In $ million, except for %)	2016		% of segment revenue		2015		% of segment revenue		Change		% change
External revenue	3,254		87	%	3,414		86	%	(160	)	(5	)%
Inter-segment revenue	494		13	%	544		14	%	(50	)	(9	)%
Total segment revenue	3,748		100	%	3,958		100	%	(210	)	(5	)%
Cost of sales	(3,057	)	(82	)%	(3,338	)	(84	)%	281		8	%
Gross profit	691		18	%	620		16	%	71		11	%
Selling, marketing and distribution expenses/ General and administration expenses	(300	)	(8	)%	(258	)	(7	)%	(42	)	(16	)%
Net other income (expenses)	(33	)	(1	)%	81		2	%	(114	)	NM
Profit from operating activities	358		10	%	443		11	%	(85	)	(19	)%
Pactiv Foodservice segment Adjusted EBITDA	662		18	%	602		15	%	60		10	%

Revenue. Total segment revenue decreased by $210 million, or 5%. The decrease was primarily due to $200 million of lower pricing as a result of the pass-through of lower resin costs to customers, an unfavorable foreign currency impact of $35 million from the strengthening of the U.S. dollar against the Canadian dollar, Mexican peso and euro and $25 million of unfavorable product mix. These decreases were partially offset by incremental sales volume of $51 million driven by growth across the foodservice, food packaging and retail markets.

Cost of Sales. Cost of sales decreased by $281 million, or 8%. The decrease was primarily due to lower raw material costs, $61 million of improved operational performance and a favorable foreign currency impact. These decreases were partially offset by incremental costs resulting from higher sales volume and higher restructuring costs. The restructuring costs have been included in the segment's Adjusted EBITDA calculation. For the years ended December 31, 2016 and 2015, raw material costs accounted for 57% and 59% of Pactiv Foodservice's cost of sales, respectively.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses increased by $42 million, or 16%. The increase was primarily due to an $18 million benefit in the prior year from a cumulative adjustment to amortization expense, $11 million of higher restructuring costs and a $13 million increase in employee-related costs.

Net Other. Net otherchanged by $114 million, resulting in net other expenses of $33 million. The change was primarily due to an unfavorable change in unrealized gains and losses on derivatives and $22 million of asset impairment charges. These items have been included in the segment’s Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2016		2015
Profit from operating activities	358		443
Depreciation and amortization	223		211
EBITDA	581		654
Included in Pactiv Foodservice segment EBITDA:
Asset impairment charges, net of reversals	28		6
Operational process engineering-related consultancy costs	21		18
Restructuring costs, net of reversals	31		1
Unrealized (gain) loss on derivatives	(7	)	(77	)
Other	8		—
Pactiv Foodservice segment Adjusted EBITDA	662		602

57

Graham Packaging Segment

	For the year ended December 31,
(In $ million, except for %)	2016		% of segment revenue		2015		% of segment revenue		Change		% change
External revenue	2,223		100	%	2,447		100	%	(224	)	(9	)%
Inter-segment revenue	—		—	%	—		—	%	—		—	%
Total segment revenue	2,223		100	%	2,447		100	%	(224	)	(9	)%
Cost of sales	(1,888	)	(85	)%	(2,083	)	(85	)%	195		9	%
Gross profit	335		15	%	364		15	%	(29	)	(8	)%
Selling, marketing and distribution expenses/General and administration expenses	(196	)	(9	)%	(205	)	(8	)%	9		4	%
Net other income (expenses)	(6	)	—	%	(2	)	—	%	(4	)	NM
Profit from operating activities	133		6	%	157		6	%	(24	)	(15	)%
Graham Packaging segment Adjusted EBITDA	421		19	%	445		18	%	(24	)	(5	)%

Revenue. Total segment revenue decreased by $224 million, or 9%. The decrease was primarily due to a $125 million decrease in sales volume, a decline in pricing largely due to lower resin costs passed through to customers and a $27 million unfavorable foreign currency impact, partially offset by favorable changes in product mix. The decrease in sales volume was primarily due to contract losses, partially offset by the awarding of new business. The unfavorable foreign currency impact was largely due to the strengthening of the U.S. dollar against the Mexican peso.

Cost of Sales. Cost of sales decreased by $195 million, or 9%. The decrease was primarily due to $100 million in lower sales volume, an $82 million decrease in resin prices, a $23 million favorable foreign currency impact and $11 million in lower depreciation expense as certain assets became fully depreciated, partially offset by unfavorable changes in product mix and an increase in restructuring costs. The restructuring costs have been included in the segment's Adjusted EBITDA calculation. For the years ended December 31, 2016 and 2015, raw material costs accounted for 52% and 55% of Graham Packaging's cost of sales, respectively.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses decreased by $9 million, or 4%. The decrease was primarily due to cost savings initiatives, as well as a favorable foreign currency impact, partially offset by an increase in restructuring costs.

Net Other. Net other expenses increased by $4 million to$6 million.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2016		2015
Profit from operating activities	133		157
Depreciation and amortization	269		282
EBITDA	402		439
Included in Graham Packaging segment EBITDA:
Asset impairment charges, net of reversals	11		7
Restructuring costs, net of reversals	12		1
Other	(4	)	(2	)
Graham Packaging segment Adjusted EBITDA	421		445

58

Evergreen Segment

	For the year ended December 31,
(In $ million, except for %)	2016		% of segment revenue		2015		% of segment revenue		Change		% change
External revenue	1,467		93	%	1,553		94	%	(86	)	(6	)%
Inter-segment revenue	113		7	%	100		6	%	13		13	%
Total segment revenue	1,580		100	%	1,653		100	%	(73	)	(4	)%
Cost of sales	(1,265	)	(80	)%	(1,343	)	(81	)%	78		6	%
Gross profit	315		20	%	310		19	%	5		2	%
Selling, marketing and distribution expenses/ General and administration expenses	(95	)	(6	)%	(85	)	(5	)%	(10	)	(12	)%
Net other income (expenses)	7		—	%	6		—	%	1		17	%
Profit from operating activities	227		14	%	231		14	%	(4	)	(2	)%
Evergreen segment Adjusted EBITDA	270		17	%	282		17	%	(12	)	(4	)%

Revenue. Total segment revenue decreased by $73 million, or 4%. Revenue from liquid packaging board decreased by $29 million primarily due to lower pricing as a result of competitive pressures within the liquid packaging board market and index-linked price programs, partially offset by higher sales volume. Revenue from carton packaging decreased by $26 million primarily due to lower sales volume as a result of a decrease in end-consumer demand for certain customers’ products and a decline in pricing, largely as a result of index-linked price programs. Revenue from paper products decreased by $18 million primarily due to lower pricing as a result of ongoing market conditions as well as slightly lower sales volume as a result of a decrease in end-consumer demand for certain customers’ products.

Cost of Sales. Cost of sales decreased by $78 million, or 6%. The decrease was primarily due to $43 million of favorable raw material costs, largely resin, fiber and energy, decreased sales volume primarily due to lower carton packaging sales, and lower manufacturing costs. Additionally, cost of sales decreased as a result of a $9 million movement in the non-cash change related to the withdrawal from a multi-employer pension plan, mainly as a result of the settlement with PIUMPF (refer to note 17 for additional information). This item has been included in the segment’s Adjusted EBITDA calculation. For the years ended December 31, 2016 and 2015, raw material costs accounted for 42% of Evergreen's cost of sales.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses increased by $10 million, or 12%. The increase was primarily due to higher employee-related costs.

Net Other. Net other increased by $1 million to$7 million.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2016		2015
Profit from operating activities	227		231
Depreciation and amortization	57		57
EBITDA	284		288
Included in Evergreen segment EBITDA:
Non-cash change in multi-employer pension plan withdrawal liability	(10	)	(1	)
Other	(4	)	(5	)
Evergreen segment Adjusted EBITDA	270		282

59

Closures Segment

	For the year ended December 31,
(In $ million, except for %)	2016		% of segment revenue		2015		% of segment revenue		Change		% change
External revenue	912		98	%	968		99	%	(56	)	(6	)%
Inter-segment revenue	16		2	%	14		1	%	2		14	%
Total segment revenue	928		100	%	982		100	%	(54	)	(5	)%
Cost of sales	(755	)	(81	)%	(818	)	(83	)%	63		8	%
Gross profit	173		19	%	164		17	%	9		5	%
Selling, marketing and distribution expenses/ General and administration expenses	(100	)	(11	)%	(96	)	(10	)%	(4	)	(4	)%
Net other income (expenses)	(8	)	(1	)%	4		—	%	(12	)	NM
Profit from operating activities	65		7	%	72		7	%	(7	)	(10	)%
Closures segment Adjusted EBITDA	138		15	%	147		15	%	(9	)	(6	)%

Revenue. Total segment revenue decreased by $54 million, or 5%. The decrease was primarily due to lower pricing of $25 million largely due to the pass-through of lower resin costs to customers, $16 million of lower sales volume, mostly in Europe, South America and Asia Pacific due to decreased customer demand as a result of general economic conditions, partially offset by higher sales volume in North America and a $13 million unfavorable foreign currency impact as a result of the strengthening of the U.S. dollar against the Mexican peso, Argentine peso and Brazilian real.

Cost of Sales. Cost of sales decreased by $63 million, or 8%. The decrease was primarily due to lower raw material costs of $27 million, mostly resin, lower manufacturing costs of $17 million, $8 million of lower sales volume and a $7 million favorable foreign currency impact. For the years ended December 31, 2016 and 2015, raw material costs accounted for 59% and 60% of Closures' cost of sales, respectively.

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses increased by $4 million, or 4%.

Net Other. Net otherchanged by $12 million, resulting in net other expenses of $8 million. The change was primarily due to an unfavorable foreign currency impact and an increase in asset impairment charges. Asset impairment charges have been included in the segment’s Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2016		2015
Profit from operating activities	65		72
Depreciation and amortization	65		68
EBITDA	130		140
Included in Closures segment EBITDA:
Asset impairment charges, net of reversals	6		4
Restructuring costs, net of reversals	5		7
Unrealized (gain) loss on derivatives	(2	)	(4	)
Other	(1	)	—
Closures segment Adjusted EBITDA	138		147

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Corporate/Unallocated

	For the year ended December 31,
(In $ million, except for %)	2016		2015		Change		% change
Gross profit (loss)	—		(1	)	1		100	%
Selling, marketing and distribution expenses/General and administration expenses	(163	)	(102	)	(61	)	(60	)%
Net other income (expenses)	(41	)	(60	)	19		32	%
Loss from operating activities	(204	)	(163	)	(41	)	(25	)%
Corporate/Unallocated Adjusted EBITDA	(38	)	(38	)	—		—	%

Selling, Marketing and Distribution Expenses/General and Administration Expenses. Selling, marketing and distribution expenses and general and administration expenses increased by $61 million, or 60%. Non-cash pension expense increased by $59 million, primarily due to the assumption of the UCI Pension Plans resulting in the recognition of a $65 million liability, partially offset by a $7 million lump-sum settlement gain related to the Pactiv Retirement Plan (refer to note 17 for additional information). Non-cash pension expense, net of settlement gain has been included in the segment’s Adjusted EBITDA calculation.

Net Other. Net other expenses decreased by $19 million to $60 million. The decrease was primarily due to a $19 million decrease in the related party management fee. This item has been included in the Adjusted EBITDA calculation.

EBITDA/Adjusted EBITDA Reconciliation

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

	For the year ended December 31,
(In $ million)	2016		2015
Loss from operating activities	(204	)	(163	)
Depreciation and amortization	1		—
EBITDA	(203	)	(163	)
Included in Corporate/Unallocated EBITDA:
Non-cash pension expense	124		65
Related party management fee	40		59
Other	1		1
Corporate/Unallocated Adjusted EBITDA	(38	)	(38	)

Differences Between the RGHL Group and BP I Group Results of Operations

The indentures governing certain of our outstanding notes also require us to provide certain information for BP I and its consolidated subsidiaries (together "BP I Group"). The information presented in the RGHL Group audited consolidated financial statements is substantially equivalent to the information that is presented in the BP I Group consolidated financial statements. BP I Group consolidated financial statements are included in this annual report pursuant to Rule 3-16 of Regulation S-X because the book value of the capital stock of BP I constitutes a substantial portion of the collateral that secures the Reynolds Senior Secured Notes.

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

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

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

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Liquidity and Capital Resources

Historical Cash Flows

The following table discloses the RGHL Group's cash flows for the years presented:

	For the year ended December 31,
(In $ million)	2017		2016		2015
Net cash flows from (used in) operating activities	840		876		654
Net cash flows from (used in) investing activities	(359	)	(157	)	3,820
Net cash flows from (used in) financing activities	(785	)	(1,749	)	(4,156	)
Net increase (decrease) in cash and cash equivalents	(304	)	(1,030	)	318

Cash Flows from (used in) Operating Activities

Cash provided by operations was $840 million in 2017 compared to $876 million for the year ended December 31, 2016, a decrease in cash inflows of $36 million. The main fluctuations were as follows:

• Working capital increased by $263 million, primarily related to increases in accounts receivable and inventory;

• Cash tax payments, net of refunds, increased by $33 million. We are currently a federal cash tax payer in the U.S. and expect to be in the future;

• Interest payments decreased by $265 million due to a reduction in outstanding principal borrowings amounts; and

• Redemption premium payments decreased by $111 million due to lower repayments of borrowings. Refer to note 16 for additional information regarding these transactions.

Cash provided by operations was $876 million in 2016 compared to $654 million for the year ended December 31, 2015, an increase in cash inflows of $222 million. The main fluctuations were as follows:

• Interest payments decreased by $201 million due to a reduction in outstanding principal borrowings amounts;

• Redemption premiums decreased by $104 million due to lower repayments of borrowings. Refer to note 16 for additional information regarding these transactions;

• The year ended December 31, 2015 included disposal costs of $38 million related to the sale of SIG as well as cash used in operating activities of $16 million related to the operations of SIG; and

• Cash tax payments, net of refunds, increased by $89 million.

Cash Flows from (used in) Investing Activities

Cash used in investing activities was $359 million compared to cash used in investing activities of $157 million in the prior year, a change of $202 million. The prior year included net cash proceeds of $162 million of contingent consideration received from the sale of SIG. The current year included $44 million of proceeds received from the sale of various businesses and an increase of $86 million in capital expenditures. Refer to “— Capital Expenditures” for additional information regarding expenditures on property, plant and equipment and intangible assets.

Cash from investing activities was $157 million for the year ended December 31, 2016 compared to cash from investing activities of $3,820 million in the prior year, a change of $3,977 million. The year ended December 31, 2015 included net cash proceeds of $4,149 million received from the sale of SIG and proceeds of $26 million received from insurance claims. The year ended December 31, 2016 included $162 million of contingent consideration received from the sale of SIG and a reduction of $57 million in capital expenditures.

Cash Flows from (used in) Financing Activities

The net cash outflow during each respective year is summarized as follows:

	For the year ended December 31,
(In $ million)	2017		2016		2015
Drawdown of borrowings	452		4,706		150
Repayment of borrowings	(1,221	)	(6,339	)	(4,282	)
Payment of debt transaction costs	(10	)	(110	)	(15	)
Other	(6	)	(6	)	(9	)
Net cash outflow	(785	)	(1,749	)	(4,156	)

Refer to note 16 of the RGHL Group's audited consolidated financial statements included elsewhere in this annual report for additional information related to each of our borrowings.

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Capital Expenditures

Capital expenditures increased by $86 million, or 27%, to $410 million in the current year. The increase reflects higher investments made in the current year as well as the timing of expenditures.

We expect to incur approximately $525 million in capital expenditures during 2018 (excluding acquisitions) largely to support business growth, cost reduction and business maintenance. We expect to fund these expenditures with cash flows from operations. Actual capital expenditures may differ.

Capital expenditures decreased by $57 million, or 15%, in 2016 compared to 2015. The decrease reflects higher investments made in the prior year period as well as the timing of expenditures. Capital expenditures incurred in the year ended December 31, 2015 included $29 million related to discontinued operations prior to its sale.

Capital Resources

We have substantial debt and debt service obligations. As of December 31, 2017, our total indebtedness of $11,440 million was comprised of the outstanding principal amounts of our borrowings.

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

As of December 31, 2017, the Credit Agreement included a revolving facility of $302 million, which was utilized in the amount of $62 million in the form of bank guarantees and letters of credit.

Certain members of the RGHL Group are parties to the 2017 Securitization Facility pursuant to which the RGHL Group can borrow up to $600 million. The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the RGHL Group. As of December 31, 2017, the RGHL Group had drawn $420 million under the 2017 Securitization Facility.

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

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

Sources of Liquidity

Our sources of liquidity for the future are expected to be our existing cash resources, cash flows from operations, drawings under the revolving credit facilities of our Credit Agreement, borrowings under the 2017 Securitization Facility and local working capital facilities. In addition to our cash and cash equivalents, as of December 31, 2017, we had $240 million available for drawing under our revolving credit facility. Our revolving credit facility matures in August 2021. Our 2017 Securitization Facility matures in March 2022.

Our ability to borrow under our revolving credit facility, the 2017 Securitization Facility or our other local working capital facilities may be limited by the terms of such indebtedness or other indebtedness (including the Reynolds Notes), including financial covenants.

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

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

On March 22, 2017, the RGHL Group entered into the 2017 Securitization Facility, of which $452 million was drawn on the closing date. The proceeds and cash were used to repay and extinguish all amounts outstanding under the previous securitization facility and pay transaction fees and expenses. The 2017 Securitization Facility matures on March 22, 2022. Consistent with the previous facility: (i) the amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables; (ii) the 2017 Securitization Facility is secured by all of the assets of the borrower, which are primarily the eligible trade receivables and cash; and (iii) the terms of the arrangement do not result in the derecognition of the trade receivables by the RGHL Group. The interest rate margin on the 2017 Securitization Facility is 1.75%.

On June 15, 2017, the RGHL Group repaid upon maturity all of the $300 million aggregate principal amount outstanding of its 8.125% Debentures due 2017 plus accrued and unpaid interest.

On September 29, 2017, the interest rate margin applicable to the outstanding U.S. and European term loans under the Credit Agreement was reduced by 0.25% per annum to 2.750% per annum and 3.250% per annum, respectively, due to certain upgrades in RGHL’s credit rating.

On December 15, 2017, the RGHL Group redeemed $100 million aggregate principal amount outstanding of its 5.75% Senior Secured Notes due 2020 at a redemption price of 101.438% plus accrued and unpaid interest.

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

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Refer to "Part I - Item 4. Recent Developments" included elsewhere in this annual report for information on changes in certain of the RGHL Group's borrowings subsequent to December 31, 2017.

As of December 31, 2017, our total indebtedness of $11,440 million was comprised of the outstanding principal amounts of our borrowings. Our 2018 annual cash interest obligations on our Credit Agreement, the Reynolds Notes, the 2017 Securitization Facility and our other indebtedness are expected to be approximately $608 million, assuming interest on our floating rate debt not covered by interest rate swaps continues to accrue at the current interest rates. We expect to meet our debt service obligations with our existing cash resources and cash flows from operations, which we believe will be adequate to meet our obligations for the next year. Refer to note 16 of the RGHL Group's audited consolidated financial statements included elsewhere in this annual report for details related to our debt and related repayment terms.

Under the indentures governing the Reynolds Notes, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Indebtedness may be incurred under the incurrence tests if the fixed charge coverage ratio is at least 2.00 to 1.00 on a pro forma basis and (i) under the indentures governing certain of our Reynolds Senior Secured Notes, the liens securing first lien secured indebtedness do not exceed a 3.50 to 1.00 senior secured first lien leverage ratio, (ii) under the indentures governing our Reynolds Senior Notes, the liens securing any secured indebtedness do not exceed a 4.50 to 1.00 secured leverage ratio and (iii) under the indenture governing the 5.125% Senior Secured Notes due 2023 and the Floating Rate Senior Secured Notes due 2021, the liens securing first lien secured indebtedness do not exceed a 4.50 to 1.00 senior secured first lien leverage ratio.

Under the Credit Agreement, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Incremental senior secured indebtedness under the Credit Agreement and senior secured or unsecured notes in lieu thereof are permitted to be incurred up to an aggregate principal amount of $750 million subject to pro forma compliance with the Credit Agreement’s total secured leverage ratio covenant. In addition, we may incur incremental senior secured indebtedness under the Credit Agreement and senior secured notes in an unlimited amount so long as our total secured leverage ratio does not exceed 4.50 to 1.00 on a pro forma basis and (in the case of incremental senior secured indebtedness under the Credit Agreement only) we are in pro forma compliance with the total secured leverage ratio covenant included in the Credit Agreement. The incurrence of unsecured indebtedness, including the issuance of senior notes, and unsecured subordinated indebtedness is also permitted if the fixed charge coverage ratio is at least 2.00 to 1.00 on a pro forma basis.

The Credit Agreement and the indentures governing the Reynolds Notes generally allow subsidiaries of RGHL to transfer funds in the form of cash dividends, loans or advances within the RGHL Group.

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

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

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

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

Embedded Derivatives

We have separately recognized embedded derivative assets in relation to the early call feature on certain borrowings. Embedded derivatives are measured at fair value with changes in fair value recognized through net financial expenses in the statement of comprehensive income as a component of profit or loss. As of December 31, 2017, our non-current derivative asset associated with embedded derivatives was $259 million. The fair value of the embedded derivatives is calculated using industry standard models that consider various assumptions, such as quoted market prices, time value and volatility factors for the underlying instruments. Changes in any one or more of these assumptions could have a significant impact on the value of embedded derivatives.

Contractual Obligations

The following table summarizes our material contractual obligations as of December 31, 2017:

	Payments, due by period, as of December 31, 2017
(In $ million)	Total	Less than one year	One to three years	Three to five years	Greater than five years
Trade and other payables	984	984	—	—	—
Financial liabilities(1)	14,248	1,064	4,394	2,172	6,618
Operating leases	417	110	156	88	63
Unconditional capital expenditure obligations	155	155	—	—	—
Total contractual obligations	15,804	2,313	4,550	2,260	6,681

(1) Total repayments of financial liabilities consist of the principal amounts, fixed and floating rate interest obligations and the cash flows associated with commodity and other derivative instruments. The exchange rate on euro-denominated borrowings and the interest rate on the floating rate debt balances have been assumed

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to be the same as the rates in effect as of December 31, 2017. Both the London Interbank Offered Rate ("LIBOR") and the Euro Interbank Offered Rate ("EURIBOR") during the month of December 2017 were below the floor rates established in accordance with the respective agreements.

As of December 31, 2017, our liabilities for pensions, post-employment benefits, and uncertain tax positions totaled $997 million. The ultimate timing of these liabilities cannot be determined; therefore, we have excluded these amounts from the contractual obligations table above. We expect to make contributions to the Pactiv Retirement Plan of $49 million in 2018. Expected contributions during the year ending December 31, 2018 for all other defined benefit plans are estimated to be up to $9 million. Future contributions will be dependent on future plan asset returns and interest rates and are highly sensitive to changes.

The RGHL Group is required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% or 0.0% if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were made in 2016 or 2017 or will be due in 2018 for the year ended December 31, 2017.

Contingent Liabilities

The RGHL Group’s financing agreements permit the payment to related parties of management, consulting, monitoring and advising fees (the “Management Fee”) of up to 1.5% of the RGHL Group’s Adjusted EBITDA (as defined in the financing agreements) for the previous year. The Credit Agreement permits the RGHL Group to pay an additional Management Fee of up to $22 million in respect of the years ended December 31, 2010 and 2009. No amount has been accrued in respect of the remaining 2009 and 2010 permitted Management Fee of up to $22 million.

As part of the agreements for the sale of various businesses, the RGHL Group has provided certain warranties and indemnities to the respective purchasers as set out in the respective sale agreements. These warranties and indemnities are subject to various terms and conditions affecting the duration and total amount of the indemnities. As of December 31, 2017, the RGHL Group is not aware of any material claims under these agreements that would give rise to an additional liability. However, if such claims arise in the future, they could have a material effect on the RGHL Group’s financial position, results of operations and cash flows.

Off-Balance Sheet Arrangements

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

Quantitative and Qualitative Disclosures about Market Risk

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

Interest Rate Risk

We had significant debt commitments outstanding as of December 31, 2017. These on-balance sheet financial instruments, to the extent they accrue interest at variable interest rates, expose us to interest rate risk. Our interest rate risk arises primarily on significant borrowings that are denominated in U.S. dollars and euros that are drawn under our Floating Rate Senior Secured Notes, our Credit Agreement and our 2017 Securitization Facility. As of December 31, 2017, the Floating Rate Senior Secured Notes accrued interest at a floating rate with no floor. As of December 31, 2017, the Credit Agreement included interest rate floors of 0.0% per annum on the revolving loan and the U.S. and European term loans. As of December 31, 2017, the 2017 Securitization Facility accrued interest at a floating rate with a 0% floor.

The underlying rate for our Floating Rate Senior Secured Notes due 2021 is the three-month Dollar LIBO Rate. As of December 31, 2017, the applicable three-month Dollar LIBO Rate was 1.36%. In July 2016, the RGHL Group entered into a $750 million interest rate swap agreement to mitigate the interest rate risk exposure of the Floating Rate Senior Secured Notes due 2021. While the RGHL Group has elected not to adopt hedge accounting, the economic effect of this derivative is that the effective interest rate on the Floating Rate Senior Secured Notes due 2021 is fixed at 4.670% from October 15, 2016.

The underlying rates for our Credit Agreement are the one-month LIBOR and EURIBOR, and as of December 31, 2017 the applicable rates were 1.57% and (0.37)%, respectively. Based on our outstanding debt commitments as of December 31, 2017, a one-year timeframe and all other variables, in particular foreign currency exchange rates, remaining constant, a 100 basis point increase in interest rates would result in a $33 million increase in interest expense on the U.S. term loan and a $2 million increase in interest expense on the European term loan under our Credit Agreement. A 100 basis point decrease in interest rates would result in a $33 million decrease in interest expense on the U.S. term loan and would have no impact on interest expense for the European term loan due to the EURIBOR floor under our Credit Agreement.

The underlying rate for our 2017 Securitization Facility is the one-month LIBOR. As of December 31, 2017 the applicable one-month LIBOR was 1.50%. Based on our outstanding debt commitments under our 2017 Securitization Facility as of December 31, 2017, a one-year timeframe and all other variables remaining constant, a 100 basis point increase (decrease) in the underlying interest rate would result in a $4 million increase (decrease) in interest expense.

Foreign Currency Exchange Rate Risk

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

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In accordance with our treasury policy, we take advantage of natural offsets to the extent possible. On a limited basis, we use forward exchange contracts to hedge residual foreign currency exchange risk arising from receipts and payments denominated in foreign currencies. We generally do not hedge our exposure to translation gains or losses in respect of our non-U.S. dollar functional currency assets or liabilities. Additionally, when considered appropriate we may enter into forward exchange contracts to hedge foreign currency exchange risk arising from specific transactions. The following table provides the details of our outstanding foreign currency derivative contracts as of December 31, 2017.

Type	Contract type	Currency	Contracted volume	Counter-currency	Contracted conversion range	Contracted date of maturity
Currency forwards	Sell	CA$	13,000,000	$	1.2548 - 1.2925	Jan 2018 - May 2018

The fair values of the derivative contracts are derived from inputs based on quoted market prices or traded exchange market prices and represent the estimated amounts that we would pay or receive to terminate the contracts. As of December 31, 2017, the estimated fair values of the outstanding foreign currency exchange derivative contracts were a net liability of less than $1 million. During the year ended December 31, 2017, we recognized a $1 million unrealized loss and a realized loss of $1 million in net other income (expenses) in the profit or loss component of the statement of comprehensive income related to foreign currency exchange derivatives.

A 10% upward (downward) movement in the price curve used to value the foreign currency derivative contracts, applied as of December 31, 2017, would have resulted in no change in unrealized gains recognized in the statement of comprehensive income assuming all other variables remain constant.

Commodity Risk

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

We enter into futures and swaps to reduce our exposure to commodity price fluctuations. These derivatives are implemented to either (a) mitigate the impact of the lag in timing between when raw material costs change and when we can pass on these raw material costs changes to our customers or (b) fix our input costs for a period of time. The following table provides the details of our outstanding commodity derivative contracts as of December 31, 2017.

Type	Unit of measure	Contracted volume	Contracted price range	Contracted date of maturity
Aluminum swaps	metric tonne	18,501	$1,563 - $2,308	Jan 2018 - Jan 2019
Aluminum Midwest Premium swaps	pound	1,859,987	$0.08 - $0.10	Jan 2018 - Dec 2018
Natural gas swaps	million BTU	6,203,778	$2.82 - $3.34	Feb 2018 - Dec 2018
Ethylene swaps	pound	3,353,654	$0.35 - $0.35	Jan 2018 - May 2018
Polymer-grade propylene swaps	pound	24,069,527	$0.41 - $0.50	Jan 2018 - Jun 2018
Benzene swaps	U.S. liquid gallon	10,991,038	$2.58 - $3.25	Feb 2018 - Sep 2018
Diesel swaps	U.S. liquid gallon	4,033,447	$2.46 - $2.88	Jan 2018 - Dec 2018
Low-density polyethylene swaps	pound	6,000,000	$0.81 - $0.82	Jan 2018 - Jun 2018

The fair values of the commodity derivative contracts are derived from inputs based on quoted market prices or traded exchange market prices and represent the estimated amounts that we would pay or receive to terminate the contracts. As of December 31, 2017, the estimated fair values of the outstanding commodity derivative contracts were a net asset of $5 million. During the year ended December 31, 2017, we recognized a $1 million unrealized gain in net other income (expenses) in the profit or loss component of the statement of comprehensive income and a realized gain of $20 million as a component of cost of sales in the statement of comprehensive income related to commodity derivatives.

A 10% upward (downward) movement in the price curve used to value the commodity derivative contracts, applied as of December 31, 2017, would have resulted in a $1 million increase (decrease) in unrealized gains recognized in the statement of comprehensive income assuming all other variables remain constant.

Accounting Principles

Our financial statements are prepared in accordance with IFRS and International Financial Reporting Interpretations Committee Interpretations as issued by the IASB.

Critical Accounting Policies

Our critical accounting policies are those that we believe are most important to the presentation of our financial position and results of operations and that require the most difficult, subjective or complex judgments. In many cases, the accounting treatment of a particular transaction is specifically dictated by IFRS with no need for the application of judgment. For more information, refer to note 4 of the RGHL Group's audited consolidated financial statements included elsewhere in this annual report. In certain circumstances, however, the preparation of our consolidated financial statements in conformity with IFRS requires us to use our judgment to make certain estimates and assumptions. These estimates affect

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the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. We believe the policies described below are our most critical accounting policies.

Impairment of Goodwill, Intangible Assets and Property, Plant and Equipment

We assess the carrying values of goodwill, identifiable intangible assets and property, plant and equipment in accordance with International Accounting Standard ("IAS") 36, "Impairment of Assets." Goodwill and intangibles with indefinite useful lives are assessed for impairment at least annually. Other non-current assets are tested when a triggering event may indicate the existence of impairment. If any such indication of impairment exists, the asset's recoverable amount is determined.

The recoverable amount of an asset or cash generating unit ("CGU") is the greater of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. In assessing the fair value less costs to sell, the forecasted future Adjusted EBITDA to be generated by the asset or CGU being assessed is multiplied by earnings multiples.

The estimated fair value less costs to sell of the Reynolds® and Hefty® trademarks have first been determined as individual assets using the relief from royalty method.

The recoverability of goodwill is tested at the individual segment level, which is the lowest level within the RGHL Group at which goodwill is monitored for internal management purposes. The recoverability of indefinite life intangible assets is tested at a group of CGUs that supports the indefinite life intangible assets. For all years presented, the recoverability analysis was based on fair value less costs to sell.

In estimating fair values, we make significant judgments with respect to the revenue, forecasted 2018 Adjusted EBITDA, discount rates and useful lives of our assets. The values assigned to key assumptions represent management's assessment of future trends in the segment's industry and are based on both external and internal sources. We believe we make every reasonable effort to ensure that we accurately estimate the fair value of the assets. However, future changes in the assumptions used to make these estimates could result in the recording of an impairment loss. A hypothetical 10% change in any of the key assumptions would not result in an impairment, except for Graham Packaging, as all recoverable amounts exceeded carrying value by a substantial amount. For Graham Packaging, the recoverable amount exceeded the carrying value of $3.4 billion by approximately 4%. A change of approximately 2% in the forecasted EBITDA, forecasted cash flows, discount rate or estimated earnings multiple for Graham Packaging could result in a goodwill impairment. Graham Packaging's goodwill as of December 31, 2017 was $1,412 million. For additional information, refer to note 4.1 and note 14 of the RGHL Group's audited consolidated financial statements included elsewhere in this annual report.

Income Taxes

Determining the RGHL Group's worldwide income tax provision and income tax liability requires significant judgment and the use of accounting estimates and assumptions, some of which are highly uncertain. Each taxing jurisdiction's laws are complex and may be subject to differing interpretations by the taxpayer and the respective taxing authorities. Significant judgment is required in evaluating the RGHL Group's tax positions, including evaluating uncertainties. To the extent actual results differ from these estimates in future periods and depending on the tax strategies that we may implement, our financial position may be directly affected.

Deferred tax assets represent deductions available to reduce taxable income in future years. We evaluate the recoverability of deferred tax assets by assessing the adequacy of future taxable income, including reversal of taxable temporary differences, forecasted earnings and available tax planning strategies. The forecasts of future taxable income rely heavily on the use of estimates. We recognize deferred tax assets when we consider it more likely than not that the deferred tax asset will be recoverable.

In addition, certain amounts have been determined on a provisional basis as a result of recent changes in U.S. federal tax legislation. For more information, refer to note 10.2 of the RGHL Group's audited consolidated financial statements included elsewhere in this annual report.

Revenue Recognition

We recognize revenue from the sale of goods when the risks and rewards of ownership have transferred to customers which occurs either when products are shipped or when they are delivered and/or installed at a customer location. The recognition of revenue is dependent on the terms of the individual arrangements of a sale. In arriving at net sales, we estimate the amount of deductions from sales that are likely to be earned or taken by customers in conjunction with incentive programs or the amount of consumer incentives to be utilized. These incentives include volume rebates and early payment discounts for consumer programs. In addition, in certain of our businesses, we pay slotting fees and participate in customer pricing programs that provide price discounts to the ultimate end-users of our products in the form of redeemable coupons. Estimates for each of these programs are based on historical and current market trends which are affected by the business seasonality and competitiveness of promotional programs being offered. Estimates are reviewed quarterly for possible revisions. The costs for all such programs are accounted for as a reduction in revenues. In the event that future sales deduction trends vary significantly from past or expected trends, reported sales may increase or decrease by a material amount.

Employee Benefits

The RGHL Group operates a number of defined benefit pension plans, which define the level of pension benefit an employee will receive on retirement. We operate defined benefit plans in several countries including the United States. We also operate post-employment medical benefit plans in the United States. Amounts recognized under these plans are determined using actuarial valuation methods. These methods involve assumptions regarding variables such as discount rate, expected salary increases, the retirement age and life expectancies of employees and future healthcare costs. These assumptions are reviewed at least annually and reflect estimates at the measurement date. Changes in these key assumptions, including the discount rate, can have a significant impact on our defined benefit obligations, future funding requirements and post-employment benefit costs recognized. While we believe that our assumptions are reasonable and appropriate, significant differences in actual experience or inaccuracies in assumptions may materially affect our benefit plan obligations and future benefit plan expense. Holding all other

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assumptions constant, a one-half percentage point increase in the discount rate would decrease the defined benefit obligation by $246 million and decrease pre-tax pension expense by $7 million. A one-half percentage point decrease in the discount rate would increase the defined benefit obligation by $271 million and increase pre-tax pension expense by $5 million. For more information, refer to note 17 of the RGHL Group's audited consolidated financial statements included elsewhere in this annual report.

Other

We have made certain other estimates that, while not involving the same degree of judgment as the estimates described above, are important to understanding our consolidated financial statements. These estimates are in the areas of measuring our obligations related to our legal and warranty accruals, restructuring accruals and self-insurance accruals.

Recently Issued Accounting Pronouncements

Refer to note 3.19 of the RGHL Group's audited consolidated financial statements included elsewhere in this annual report for information regarding new and revised accounting standards and interpretations.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.

We describe below the directors and senior management of RGHL and BP I and the senior management of our segments. Both of RGHL and BP I are ultimately controlled by Mr. Graeme Hart.

Directors of RGHL and BP I and Senior Management of the RGHL Group

Members of the RGHL Group's senior management and the respective principal boards are as follows:

Name	Role	Age
Directors:
Graeme Hart	Sole indirect owner and Director of RGHL	62
Thomas Degnan	Director of RGHL	70
Bryce Murray	Director of RGHL and BP I	60
Gregory Cole	Director of RGHL and BP I	54
Allen Hugli	Director of BP I	55
Senior Management of the RGHL Group:
Thomas Degnan	Chief Executive Officer of RGHL	70
Allen Hugli	Chief Financial Officer of RGHL	55
Joseph Doyle	Group Legal Counsel of RGHL	58
Lance Mitchell	Chief Executive Officer of Reynolds Consumer Products	58
John McGrath	Chief Executive Officer of Pactiv Foodservice	59
John Rooney	Chief Executive Officer of GEC and Graham Packaging	54
Robert Shanahan	Chief Executive Officer of Evergreen	59
Floyd Needham	Chief Executive Officer of Closures	49

RGHL has no independent directors. The directors do not serve a specified term and can be removed at any time by the indirect owner.

Graeme Hart is the sole indirect owner and a director of RGHL. He is also the ultimate owner of Carter Holt Harvey Limited, which was previously listed on the New Zealand Stock Exchange and is in the business of building supplies and wood products, mainly in Australia and New Zealand, and the ultimate owner and a director of FRAM Group Holdings Limited, a leading supplier to the light and heavy-duty vehicle aftermarket for replacement parts. In addition, Mr. Hart is the sole shareholder and a director of Rank Group Limited ("Rank Group") and a director of a number of private investment companies.

Thomas Degnan is a director and the Chief Executive Officer of RGHL and FRAM Group Holdings Limited. He is also a director and officer of a number of companies within the RGHL Group. He also served as a director of Burns, Philp & Company Pty Limited and of Carter Holt Harvey Limited while both were public companies.

Bryce Murray is a director of RGHL and BP I. Mr. Murray is a member of the RGHL Audit Committee. In addition, he is a director of a number of other companies within the RGHL Group. He also is a director of Rank Group and other entities owned by Mr. Hart. He also has primary responsibility for the operational management of the Carter Holt Harvey group of companies. He joined Rank Group in 1992 as Chief Financial Officer and held this position until 2004. During his time with Rank Group, Mr. Murray held a number of roles involving financial control, financing, acquisitions, divestments and strategy. He also served as a director of Burns, Philp & Company Pty Limited and of Carter Holt Harvey Limited while both were public companies. Prior to joining Rank Group, Mr. Murray was a partner with the accounting firm Deloitte Touche Tohmatsu.

Gregory Cole is a director of RGHL and BP I. Mr. Cole is a member of the RGHL Audit Committee. In addition, he is a director and officer of a number of other companies within the RGHL Group. He is also a director of Rank Group and other entities owned by Mr. Hart. He has been a senior executive of Rank Group since 2004. From 1994 to 2004, Mr. Cole was a partner with Deloitte Touche Tohmatsu, a firm he joined in 1986.

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Allen Hugli is the Chief Financial Officer of RGHL and a director of BP I. In addition, he is a director and officer of a number of other companies within the RGHL Group. He is also the Chief Financial Officer and a director of Rank Group and a director of other entities owned by Mr. Hart. He has been a senior executive of Rank Group since 1993. He has been the Chief Financial Officer of Burns, Philp & Company Pty Limited since 1999. Mr. Hugli previously held positions in financial management and audit practices in Australia, Canada and New Zealand.

Joseph Doyle is the Group Legal Counsel of RGHL and FRAM Group Holdings Limited. Mr. Doyle was appointed RGHL's Group Legal Counsel following the Pactiv acquisition in 2010 and was appointed FRAM Group Holdings Limited's Group Legal Counsel in 2015. Prior to joining RGHL, Mr. Doyle was General Counsel for Pactiv from 2007 to 2010. Prior to joining Pactiv, he was a partner with the law firm Mayer Brown from 2001 to 2007.

Lance Mitchell is the Chief Executive Officer of Reynolds Consumer Products. He was appointed the Chief Executive Officer in April 2011. Prior to such appointment, he served as President of Closures. Mr. Mitchell began his role with Closures under Alcoa in February 2006. Prior to joining Alcoa, he was the Group Vice President of PolyOne Corporation, a global polymer services company, general manager at BF Goodrich, general manager at the Geon Company and a business manager at Avery Dennison.

John McGrath is the Chief Executive Officer of Pactiv Foodservice. Mr. McGrath was appointed the Chief Executive Officer in November 2010 following the Pactiv acquisition. Prior to becoming Chief Executive Officer, Mr. McGrath served as Vice President of Sales, Marketing and Product Development for Pactiv's foodservice and food packaging division. Formerly, Mr. McGrath has been general manager of Pactiv's food processor business and prior to that, Vice President of Logistics. He has also held various positions in sales, marketing and product development throughout his career. Mr. McGrath is the past chairman of the Foodservice Packaging Institute.

John Rooney is the Chief Executive Officer of GEC and Graham Packaging. He was appointed Chief Executive Officer of the combined operations of Graham Packaging, Evergreen and Closures ("GEC") in early 2016 and Chief Executive Officer of Graham Packaging in November 2015. He also served as Chief Executive Officer of Evergreen from May 2011 to June 2016. Mr. Rooney had worked at Evergreen since 1991 in a number of progressive leadership assignments including Plant Manager, International Marketing, Business Integration and General Manager of Evergreen Packaging Equipment.

Robert Shanahan is the Chief Executive Officer of Evergreen. He was appointed Chief Executive Officer in June 2016. Mr. Shanahan has worked at Evergreen since the acquisition of Blue Ridge Paper Products in 2007. He has served Evergreen in a number of progressive leadership assignments including Mill Manager, Vice President Mill Operations and Chief Operations Officer. With over 33 years of combined experience with Champion Paper, Blue Ridge Paper Products and Evergreen, Mr. Shanahan previously served as Vice President and General Manager of Blue Ridge Paper Products and held a number of managerial and technical positions.

Floyd Needham is the Chief Executive Officer of Closures. He was appointed the Chief Executive Officer in July 2016. Prior to joining Closures, Mr. Needham was COO/President at Multi-Color Corporation, a global label converting company, from 2006 to 2016. Prior to that, Mr. Needham held various R&D, sales, manufacturing and marketing roles with Sonoco Products from 2000 to 2006 where he was GM of the Rigid Plastics Group. He began his career as an engineer with Nabisco Biscuit Division in New Jersey and Nissin Foods of Japan.

Directors' Compensation and Service Contracts

No director listed in the table above has a service contract relating to his or her position as director. Directors of RGHL and BP I do not receive compensation from the RGHL Group or BP I, respectively, and none has a contract with the RGHL Group or BP I providing for benefits on termination of employment. Thomas Degnan has entered into an employment agreement with Rank Group North America, Inc., a wholly-owned subsidiary of Rank Group. While Mr. Degnan is not an employee of the RGHL Group, we expect he will continue to spend sufficient time to perform the services of Chief Executive Officer for us.

Directors' and Senior Management's Indemnification

Many of our subsidiaries, including all of our U.S. subsidiaries, include provisions in their by-laws or other organizational documents indemnifying directors and officers and managers against any liabilities and costs incurred by such person in connection with any action or threatened action by reason of such person’s serving as a director, officer or manager provided such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of such company and, with respect to any criminal action or proceeding, the person had no reason to believe his or her conduct was unlawful. In addition, Rank Group and RGHL have agreed to indemnify, subject to certain conditions and limitations, the directors and certain senior managers of the RGHL Group, including those listed in the table under the heading “- Directors of RGHL and BP I and Senior Management of the RGHL Group” above, in respect of decisions made, or actions taken, by these individuals in their capacity as directors or senior managers of certain companies in connection with certain refinancing and restructuring transactions. These indemnification agreements are jurisdiction and company specific but provide for substantially the same terms, except that the agreements contain different limitations on the indemnification obligations of Rank Group and RGHL. Additionally, we have also entered into indemnification agreements with certain officers within the RGHL Group other than our senior management. We also maintain directors and officers insurance for director’s and officer’s liability and legal expenses.

Other

Board Committees

RGHL's board has appointed an Audit Committee to oversee the financial reporting process including the hiring and performance of external auditors and to monitor the internal control process and the choice of accounting policies and principles. The members of the Audit Committee are Mr. Gregory Cole and Mr. Bryce Murray. The Audit Committee has adopted a charter under which the Audit Committee operates. The charter provides that the Audit Committee will be appointed annually by the board. The board may remove or replace members of the Audit Committee at any time.

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RGHL does not have a Compensation Committee.

Employees

RGHL and its subsidiaries had approximately 28,000 employees as of December 31, 2017 and 29,000 employees as of December 31, 2016. Further information regarding the employees of each of the five segments is included in "Item 4. Information on RGHL — Business Overview."

Share Ownership

None of the directors of RGHL or BP I or the senior management of the RGHL Group hold shares in RGHL or BP I.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.

Major Shareholders and Beneficial Ownership

RGHL and BP I are indirectly wholly-owned by Mr. Graeme Hart. Other than Mr. Graeme Hart, no director or member of our executive team beneficially owns any shares of RGHL or BP I.

As of February 13, 2018, RGHL has issued 71,500,004 shares, which are all owned by Packaging Finance Limited, a New Zealand corporation, which is 100% owned by Packaging Holdings Limited, a New Zealand corporation, which is 100% owned by Mr. Graeme Hart. BP I has issued 382,995 shares, all of which are owned by RGHL.

Related Party Transactions

Other than our strategic owner, Mr. Graeme Hart, none of the directors, members of management or shareholders of the RGHL Group has or had any interest in any transactions with us which are or were unusual in their nature or conditions or significant to our business taken as a whole and that were effected during the current or immediately preceding fiscal year, or during any earlier fiscal year and which remain in any respect outstanding or unperformed. No loans are outstanding from us to any director or member of management and there are no guarantees provided by us for the benefit of any such person. In addition to the related party transactions discussed below, from time to time we enter into other transactions with affiliates which are not material to us or our affiliates or unusual in their nature or conditions.

For purposes of the agreements referred to in this section, the Hart Group refers to (i) Mr. Graeme Hart, (ii) his spouse and members of his immediate family (including siblings, children, grandchildren and children and grandchildren by adoption) and (iii) in the event of incompetence or death of any of the persons described in clauses (i) and (ii) hereof, such person’s transferee by will, estate, executor, administrator, committee or other personal representative. Below is a description of certain transactions between RGHL or its affiliates, on the one hand, and other entities owned by the Hart Group, on the other hand, in the last fiscal year through the date of this annual report.

Rank Group Loan Agreement

We are party to a loan agreement with Rank Group under which Rank Group may request and receive one or more advances. Advances are unsecured, repayable on demand and subordinated on terms such that, unless otherwise permitted, no payments can be made until the obligations under a Rank Group senior secured credit facility are repaid in full. Advances due from Rank Group accrue interest at a rate based on the average 90 day New Zealand bank bill rate, set quarterly, plus a margin of 3.25%. Interest is only charged or accrued if demanded by us. Refer to note 21 of the RGHL Group's audited consolidated financial statements included elsewhere in this annual report for additional information.

In August 2017, Rank Group repaid $24 million of the related party loan receivable balance and the RGHL Group, by way of a payment direction, repaid $23 million of outstanding related party trade payable balances due to Rank Group and $1 million of outstanding related party borrowings with Packaging Holdings Limited. During 2017 and 2016, interest was charged at 5.16% and 5.31%, respectively. As of December 31, 2017 and December 31, 2016, $329 million and $330 million, respectively, inclusive of capitalized interest, was outstanding under the loan. As of February 13, 2018, $338 million, including capitalized interest, was outstanding under the loan.

Rank Group Management Fee and Service Agreement

The RGHL Group’s financing agreements permit the payment to related parties of management, consulting, monitoring and advising fees of up to 1.5% of the RGHL Group’s Adjusted EBITDA (as defined in the financing agreements) for the previous year. During the year ended December 31, 2016, the Group entered into a services agreement with Rank Group, an entity that is also controlled by the RGHL Group's ultimate shareholder. Refer to notes 21 and 25 of the RGHL Group's audited consolidated financial statements included elsewhere in this annual report for additional information.

ITEM 8. FINANCIAL INFORMATION.

Consolidated Financial Statements and Other Financial Information

The consolidated financial statements and other financial information of RGHL and the consolidated financial statements and other financial information of BP I are contained in “Financial Statements” beginning on page F-1.

Significant Changes

We have not experienced any significant changes since the date of the financial statements included elsewhere in this annual report, except as disclosed in this annual report.

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ITEM 9. THE OFFER AND LISTING.

Not applicable.

ITEM 10. ADDITIONAL INFORMATION.

Constitution of RGHL

Reynolds Group Holdings Limited is incorporated under the New Zealand Companies Act 1993 (the “Companies Act”) and its company number is 1812226. RGHL's purposes and objectives are not expressly stated in its constitution (the “Constitution”). Under the Companies Act, RGHL has full capacity to carry on or undertake any business or activity, do any act, or enter into any transaction.

The following information includes summary descriptions of matters governed by the Constitution and is not meant to be a complete description.

Directors

The board of directors of RGHL (the “Board”), is responsible for managing the business and affairs of RGHL in accordance with the Companies Act and the Constitution, and the Board is vested with all the powers necessary to do this.

Interested Directors

A director who is interested (as that term is defined in section 139 of the Companies Act) in a transaction entered into by RGHL may:

a. vote on any matter relating to the transaction;

b. attend a meeting of the Board at which any matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum;

c. sign a document relating to the transaction on behalf of RGHL; and

d. do any other thing in his capacity as a director in relation to the transaction,

as if the director was not interested in such transaction.

Remuneration and Benefits

The Constitution provides that the Board may, if the Board is satisfied that doing so is fair to RGHL, approve compensation or loans to Board members; however, no Board member currently receives any compensation for services as a director.

Borrowing

RGHL's directors have all the powers necessary for managing RGHL's business and affairs, including the power to borrow. There are no restrictions in the Constitution limiting the power of the Board to borrow on behalf of RGHL.

Age Limit of Directors

There is no age limit of directors contained in the Constitution. However, the Companies Act disqualifies persons under 18 years of age from holding office as a director of a company.

Director's Shareholding Qualification

There is no requirement for a director to hold shares in RGHL.

Shares

Dividends

Dividends on shares can be authorized by the Board at its discretion (subject to the Companies Act and Constitution). Prior to authorizing the payment of a dividend, the Board must be satisfied on reasonable grounds that RGHL will, immediately after payment of the dividend, satisfy the solvency test. The amount of dividends paid on each class of shares will be determined from time to time by the Board.

Voting Rights

All shares of RGHL have equal voting rights.

Alteration of Rights

Under the Constitution and the Companies Act, the rights attaching to RGHL's shares can be varied or abrogated only with the consent of the holders of at least 75% of the issued shares of that class that may be affected, entitled to vote and who vote on the resolution to alter the rights.

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Redemption

The Constitution allows the Board to issue shares which are redeemable.

Share in Surplus on Liquidation

On a distribution of capital in the event of liquidation, the Constitution gives shareholders the right to a proportional share in the distribution of RGHL's surplus assets. With the approval of shareholders by ordinary resolution, the Constitution allows the liquidator of RGHL to divide amongst the shareholders in kind the whole or any part of the assets of the company.

Share in RGHL's Profit

The Constitution does not provide shareholders with any additional rights to share in RGHL's profits other than the right to dividends and the right to share in the distribution of RGHL's surplus assets upon the liquidation of the company.

Sinking Fund Provisions

The Constitution does not contain any sinking fund provisions.

Restrictions on Ownership

The Constitution does not contain limitations on the rights of any person to own securities.

Voting & Shareholders' Meetings

Shareholders' meetings are convened with at least 10 working days' advance notice in writing. Notice must be given to all shareholders entitled to attend shareholders' meetings. The quorum required for such meetings is present if shareholders or their representatives are present representing the majority of votes to be cast on the business to be transacted at the meeting. If a meeting is adjourned because of a lack of quorum, (a) in the case of a meeting called by the Board on the written request of shareholders representing at least 5% of the voting rights entitled to be exercised on the issue voted at the meeting, the meeting will be dissolved or (b) for any other meeting the meeting shall be adjourned for one week and the holders of shares (or their proxies or representatives) present at the adjourned meeting will be a quorum.

An ordinary resolution requires the affirmative vote of a simple majority of the shareholders who, being entitled to do so, vote on the resolution. Special resolutions must be passed by a majority of 75% of the votes of shareholders who are entitled to, and do, vote on the resolution.

Voting at any shareholders' meeting is by a show of hands or a vote by voice unless a poll is demanded. If the Board determines that a meeting is held by audio or audio and visual communication, shareholders may vote at the meeting by signifying individually assent or dissent by voice. Each shareholder will be entitled to one vote on a show of hands or a vote by voice, notwithstanding how many shares it holds. On a poll, each shareholder will be entitled to one vote per fully paid share it holds (or, in relation to shares which are not fully paid, the equivalent fraction of a vote).

A poll may be demanded by the chairperson or at least five holders of shares having the right to vote at the meeting. A poll may also be demanded by any holder or holders of shares representing not less than 10% of the total voting rights of all the holders of shares having the right to vote at the meeting or by a holder or holders of shares conferring a right to vote at the meeting and on which the aggregate amount paid up is not less than 10% of the total amount paid up on all shares that confer that right.

A shareholder may exercise its right to vote at a meeting by attending in person or by having its proxy or representative attend the meeting.

Change of Control Provisions

The Constitution does not contain any provisions that would have the effect of delaying, deferring or preventing a change in control of RGHL.

Material Contracts

Below is a summary of material contracts, other than contracts entered into in the ordinary course of business, which RGHL or any member of the RGHL Group entered into or performed or that were otherwise outstanding during the past two years.

Financing Agreements

Below is a description of our key financing agreements, including our Credit Agreement and the Reynolds Notes. Copies of the key documents to these financing agreements are filed as exhibits to this annual report. The descriptions below are qualified in their entirety by the actual documents.

Credit Agreement (as of December 31, 2017)

On August 5, 2016, RGHL and certain of its subsidiaries entered into an amendment and incremental assumption agreement which amended and restated the Credit Agreement and incurred thereunder $3,323 million of term loans (the “U.S. Term Loans”), €250 million of term loans (the “European Term Loans” and, together with the U.S. Term Loans, the “Term Loans”) and a revolving credit facility of $302 million (the “Revolving Loans”). On August 5, 2016, concurrent with the incurrence of the Term Loans and the Revolving Loans under the Credit Agreement, the borrowers under the Credit Agreement repaid in full the term loans then outstanding under the Credit Agreement. Certain terms of the Credit Agreement were amended, including but not limited to: (a) extending the maturity date on the Term Loans from December 1, 2018 to February 5, 2023 and on the Revolving Loans from December 27, 2018 to August 5, 2021; (b) reducing the applicable margins; (c) providing additional flexibility

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to incur additional indebtedness including (i) senior secured notes or loans subject to a total secured leverage ratio and (ii) unsecured indebtedness subject to a fixed charge coverage ratio; and (d) inclusion of a new total secured leverage ratio covenant (calculated on a pro forma basis) applicable under the revolving credit facility if the aggregate revolving credit exposure as of the last day of a fiscal quarter exceeds 35% of the commitments thereunder.

On October 7, 2016, RGHL and certain of its subsidiaries entered into an incremental assumption agreement to the Credit Agreement pursuant to which $1,350 million of new incremental U.S. Term Loans were incurred under the existing Credit Agreement. Also on October 7, 2016 the RGHL Group guarantors reaffirmed their existing guarantees and security to support the obligations under the Credit Agreement (including the new incremental U.S. Term Loans).

On February 7, 2017, RGHL and certain of its subsidiaries entered into an incremental assumption agreement, related to the Credit Agreement, and incurred $3,315 million and €249 million of term loans thereunder. The proceeds of these incremental term loans were used to repay in full the outstanding U.S. and European term loans under the Credit Agreement.

Structure

As of December 31, 2017, the senior secured credit facilities under the Credit Agreement consisted of the following:

• $3,282 million principal amount outstanding of U.S. Term Loans which were borrowed by Reynolds Consumer Products Holdings LLC, Reynolds Group Holdings Inc., Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products LLC, Graham Packaging Company Inc., Closure Systems International Inc., Closure Systems International Holdings LLC and BP III (together, the “U.S. Term Borrowers”);

• €247 million principal amount outstanding of European Term Loans which were borrowed by Closure Systems International Limited (previously Closure Systems International B.V.), BP III and Pactiv LLC (together, the “European Term Borrowers”); and

• a U.S. revolving credit facility of $302 million with the ability to incur an additional $98 million (of which up to $175 million may be drawn by way of letters of credit), which is available to the U.S. Term Borrowers and the European Term Borrowers.

Incremental lenders, including the lenders under the U.S. Term Loans and the European Term Loans, share, to the extent possible, in the collateral securing the senior secured credit facilities under the Credit Agreement (and the Reynolds Senior Secured Notes) on a pari passu basis.

Repayment, Prepayments and Amortization

The Term Loans will mature on February 5, 2023. The Revolving Loans will mature on August 5, 2021.

Indebtedness under the Credit Agreement may be voluntarily prepaid in whole or in part, subject to minimum amounts and break funding costs.

The outstanding Term Loans under the Credit Agreement are required to be prepaid with: (a) up to 50% of excess cash flow (which will be reduced to 25% if a specified senior secured first lien leverage ratio is met); (b) 100% of the net cash proceeds of certain asset dispositions (provided that a portion of the net cash proceeds of an asset disposition may be used to prepay or repurchase the Reynolds Senior Secured Notes to the extent required under the indentures governing the Reynolds Senior Secured Notes, as applicable), subject to certain thresholds, reinvestment provisions and (c) 100% of the net proceeds of debt that is incurred in violation of the Credit Agreement.

The U.S. Term Loans and the European Term Loans amortize in quarterly installments equal to 0.25% of the principal amount thereof outstanding on February 7, 2017 (subject to certain adjustments) and, in each case, with the balance payable in full on the maturity date thereof. Quarterly amortization payments are reduced by any excess cash flow payments. For the fiscal years ended December 31, 2017 and 2016, no excess cash flow payments were required.

Interest Rate and Fees

The rate of interest on loans under the Credit Agreement for each interest period is the percentage rate per annum equal to the sum of:

(i) the applicable margin; and

(ii) (A) in the case of alternate base rate ("ABR") borrowings, for any day, the greatest of (1) the agent's prime rate in effect on such day, (2) the Federal funds effective rate in effect on that day plus 1/2 of 1.00% and (3) the Adjusted LIBO Rate (as defined in the Credit Agreement) for a three-month interest period plus 1.00%;

(B) in the case of borrowings bearing interest at a rate determined by reference to the Adjusted LIBO Rate ("Eurocurrency" borrowings) denominated in U.S. dollars, which is the LIBO Rate (as defined in the Credit Agreement) for the interest period in effect multiplied by statutory reserves;

(C) in the case of Eurocurrency borrowings denominated in Euro, the EURIBO Rate (as defined in the Credit Agreement), or, if such rate is unavailable, the Interpolated Rate (as defined in the Credit Agreement) in the case of the European Revolving Loans or European Term Loans;

(D) in the case of foreign base rate ("FBR") borrowings (the "Daily Rate" borrowings) denominated in Euro, the EURIBO Rate on such day for a three-month interest period plus 1.00%; and

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(E) in the case of FBR borrowings denominated in a foreign currency other than Euro, the rate defined in the applicable incremental assumption agreement.

The applicable margin with respect to the Term Loans is equal to (i) with respect to any Eurocurrency U.S. Term Loan, 2.75% per annum (or 3.00%, if the public corporate and public corporate family ratings of RGHL Group is rated less than B/B2 by S&P and Moody’s, respectively), (ii) with respect to any Eurocurrency European Term Loan, 3.25% per annum (or 3.50%, if the public corporate and public corporate family ratings of RGHL Group is rated less than B/B2 by S&P and Moody's, respectively); (iii) with respect to any Daily Rate U.S. Term Loan, 1.75% per annum (or 2.00%, if the public corporate and public corporate family ratings of RGHL Group is rated less than B/B2 by S&P and Moody’s, respectively); and (iv) with respect to any Daily Rate European Term Loan, 2.25% per annum (or 2.50%, if the public corporate and public corporate family ratings of RGHL Group is rated less than B/B2 by S&P and Moody's, respectively).

If there is a payment default at any time, then the interest rate applicable to overdue principal will be the rate otherwise applicable to such loan plus 2.00% per annum. Default interest will also be payable on other overdue amounts at a rate of 2.00% per annum above the rate that would apply to a Daily Rate term loan that is a U.S. Term Loan.

The borrowers are required to pay a commitment fee equal to 0.50% per annum on the daily amounts of the revolving credit facilities (whether used or unused) during the preceding quarter.

The borrowers are required to pay to each revolving lender a letter of credit participation fee, calculated at the rate equal to the margin applicable to Eurocurrency loans under the revolving credit facilities, on the outstanding amount of such lender's pro rata percentage of letter of credit exposure, as the case may be. The relevant borrower is also required to pay any letter of credit issuing bank the fronting, issuing and drawing fees specified from time to time by such issuing bank.

Guarantees and Security

All obligations under the Credit Agreement are guaranteed by RGHL and certain of its direct and indirect subsidiaries that guarantee the Reynolds Notes, including the borrowers under the Credit Agreement and the Reynolds Notes Issuers, subject to certain legal and tax limitations and other agreed exceptions.

Total assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 25% or less of the adjusted consolidated total assets of the RGHL Group as of the last day of the most recently ended fiscal quarter of RGHL for which financial statements are available, and the aggregate of the EBITDA of the non-guarantor companies is required to be 25% or less of the consolidated EBITDA of the RGHL Group for the period of four consecutive fiscal quarters of RGHL for which financial statements are available, in each case calculated in accordance with the Credit Agreement (the “Guarantor Coverage Test”). If the RGHL Group is unable to meet the Guarantor Coverage Test, the RGHL Group will be required to add additional subsidiary guarantors as necessary to satisfy such requirements. Provided that the RGHL Group meets the Guarantor Coverage Test, the RGHL Group has the ability to designate certain non-U.S. companies as excluded subsidiaries which would result in such non-U.S. companies no longer guaranteeing the Credit Agreement and being released from their guarantees of the Reynolds Notes.

All obligations under the Credit Agreement, and the guarantee of those obligations (as well as obligations under certain hedging agreements, certain local working capital facilities and certain cash management obligations), are secured by certain assets of RGHL, the borrowers and certain of the other guarantors under the Credit Agreement, subject to certain agreed limitations. Pursuant to the First Lien Intercreditor Agreement, the security interests over such assets are or will be of equal priority with the liens on the same collateral securing the Reynolds Senior Secured Notes and other future first lien obligations. The Credit Agreement may also have security over certain assets that do not secure the Reynolds Senior Secured Notes.

Covenants

RGHL and its subsidiaries are able to incur additional indebtedness, including the ability to incur (a) other senior secured notes or senior secured loans, if a total secured leverage ratio of 4.50 to 1.00 is met on a pro forma basis, (b) other senior secured or unsecured notes or senior secured or unsecured loans of up to $750 million (less the amount of any incremental loans under the Credit Agreement) so long as RGHL is in pro forma compliance with a total secured leverage ratio covenant (whether or not such covenant is then required to be complied with), (c) unsecured indebtedness so long as the fixed charge coverage ratio of 2.00 to 1.00 is met on a pro forma basis, (d) certain permitted refinancing indebtedness in respect of the foregoing, in each case subject to other customary requirements, (e) other indebtedness of up to $540 million at any time outstanding (or, if greater at the time of incurrence, 3.00% of consolidated total assets calculated on a pro forma basis) and (f) other senior secured notes, senior secured loans or senior unsecured notes where the net proceeds thereof are used to prepay the Term Loans. Indebtedness of the type described in clauses (a), (b) and (f) and certain permitted refinancing indebtedness thereof may be secured on a pari passu basis by the same collateral securing the Credit Agreement and the Reynolds Senior Secured Notes.

The Credit Agreement also contains financial, affirmative and negative covenants that we believe are usual and customary for a senior credit facility of this type. The negative covenants in the Credit Agreement include limitations (subject to agreed exceptions) on the ability of RGHL and its material subsidiaries to:

• incur additional indebtedness (including guarantees);

• incur liens;

• enter into sale and lease-back transactions;

• make investments, loans and advances;

• implement mergers, consolidations and sales of assets;

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• make restricted payments or enter into restrictive agreements;

• enter into transactions with affiliates on non-arm's length terms;

• change the business conducted by RGHL and its subsidiaries;

• prepay, or make redemptions and repurchases of specified indebtedness;

• amend certain material agreements governing specified indebtedness;

• make certain amendments to the organizational documents of RGHL and its material subsidiaries; and

• change RGHL's fiscal year.

The Credit Agreement contains a total secured leverage ratio covenant not to exceed 5.00 to 1.00 on a pro forma basis. This covenant operates for the benefit of the revolver lenders and issuing banks only, and applies if the aggregate revolving credit exposure (excluding any exposure in respect of undrawn letters of credit) as of the last day of a fiscal quarter exceeds 35% of the total commitments under the revolving credit facility on such day.

Events of Default

The Credit Agreement contains certain customary events of default with certain cure periods, as applicable, including:

• non-payment of principal, interest or other amounts;

• breach of covenants under the Credit Agreement and other loan documents;

• material breach of the representations or warranties;

• cross-default to other material indebtedness;

• bankruptcy or insolvency;

• material judgments;

• certain ERISA and benefits events;

• actual or asserted invalidity of any material collateral or guarantee;

• failure of material subordinated indebtedness to be validly subordinated; and

• a change of control (as defined in the Credit Agreement).

Local Facilities

We have secured and unsecured local credit facilities at our subsidiaries in a number of jurisdictions. The secured local credit facilities are secured by the collateral under the Credit Agreement and the Reynolds Senior Secured Notes as well as certain other assets. Alternatively, we may also backstop these facilities with letters of credit drawn under the revolving credit facility included in the Credit Agreement.

Reynolds Notes

As of December 31, 2017, the RGHL Group had outstanding:

• $3,137 million in principal amount of 5.750% Senior Secured Notes due 2020;

• $645 million in principal amount of 6.875% Senior Secured Notes due 2021;

• $750 million in principal amount of Floating Rate Senior Secured Notes due 2021;

• $1,600 million in principal amount of 5.125% Senior Secured Notes due 2023; and

• $800 million in principal amount of 7.000% Senior Notes due 2024.

The Reynolds Notes are issued by the Reynolds Notes Issuers and are guaranteed by RGHL and certain of RGHL's subsidiaries.

Change of Control

Upon a change of control, as defined in the indentures governing the Reynolds Notes, the Reynolds Notes Issuers will be required to offer to repurchase the respective series of Reynolds Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date, unless the Reynolds Notes Issuers have previously elected to redeem all of the applicable series of Reynolds Notes.

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Ranking of the Reynolds Notes

Reynolds Senior Secured Notes

The Reynolds Senior Secured Notes are senior secured obligations of the Reynolds Notes Issuers and:

• are effectively senior to all of the unsecured indebtedness of the Reynolds Notes Issuers to the extent of the value of the collateral securing each series of Reynolds Senior Secured Notes;

• rank pari passu in right of payment with all existing and future senior indebtedness of the Reynolds Notes Issuers;

• are effectively subordinated to the other first lien obligations of the Reynolds Notes Issuers (including amounts outstanding under the Credit Agreement) to the extent such first lien obligations are secured by property that does not also secure the respective series of Reynolds Senior Secured Notes to the extent of the value of all such property;

• are senior in right of payment to any subordinated indebtedness of the Reynolds Notes Issuers; and

• are effectively subordinated to all claims of creditors, including trade creditors, and claims of preferred stockholders (if any) of each of the subsidiaries of RGHL that is not a guarantor.

The guarantees of the Reynolds Senior Secured Notes are senior obligations of each guarantor, including RGHL, and:

• rank pari passu in right of payment with all existing and future senior indebtedness of such guarantor;

• are effectively subordinated to the other first lien obligations of such guarantor (including indebtedness of such guarantor outstanding under, or with respect to its guarantee of, the Credit Agreement) to the extent such first lien obligations are secured by property that does not also secure the Reynolds Senior Secured Notes to the extent of the value of all such property; and

• are senior in right of payment to any subordinated indebtedness of such guarantor.

Reynolds Senior Notes

The Reynolds Senior Notes are senior obligations of the Reynolds Notes Issuers and:

• are effectively subordinated to any secured indebtedness of the Reynolds Notes Issuers to the extent of the value of the collateral securing such indebtedness;

• rank pari passu in right of payment with all existing and future senior indebtedness of the Reynolds Notes Issuers;

• are senior in right of payment to any subordinated indebtedness of the Reynolds Notes Issuers; and

• are effectively subordinated to all claims of creditors, including trade creditors, and claims of preferred stockholders (if any) of each of the subsidiaries of RGHL that is not a guarantor.

The guarantees of the Reynolds Senior Notes are senior obligations of each guarantor, including RGHL, and:

• rank pari passu in right of payment with all existing and future senior indebtedness of such guarantor;

• are effectively subordinated to any secured indebtedness of such guarantor to the extent of the value of the collateral securing such indebtedness; and

• are senior in right of payment to any subordinated indebtedness of such guarantor.

Covenants

The indentures governing the Reynolds Notes contain covenants that, among other things, limit the ability of BP I and its restricted subsidiaries to:

• incur additional indebtedness and issue disqualified or preferred stock;

• make restricted payments, including dividends or other distributions;

• enter into arrangements that limit any restricted subsidiary's ability to pay dividends or certain other payments to BP I or any other restricted subsidiary;

• sell assets;

• engage in transactions with affiliates;

• create certain liens;

• consolidate, merge or transfer all or substantially all of their assets; and

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• impair the security interests granted for the benefit of the trustee and holders of the Reynolds Senior Secured Notes.

These covenants are subject to a number of important limitations and exceptions.

Events of Default

The indentures governing the Reynolds Notes contain certain customary events of default, including:

• non-payment of interest on the applicable series of Reynolds Notes for a continuous period of 30 days;

• non-payment of principal or premium, if any, on the applicable series of Reynolds Notes;

• breach of any agreement in the applicable series of Reynolds Notes or the indentures governing the applicable series of Reynolds Notes (other than failure to purchase such notes) by BP I or any Restricted Subsidiary (as defined in the respective indentures) which is not cured within 60 days of notice;

• cross-defaults or acceleration of other indebtedness of BP I, a Reynolds Notes Issuer or any Significant Subsidiary (as defined in the respective indentures) in excess of $30 million or its foreign currency equivalent;

• certain bankruptcy or insolvency events;

• certain material judgments against BP I, a Reynolds Notes Issuer or a Significant Subsidiary; and

• invalidity of any guarantee, and with respect to the Reynolds Senior Secured Notes, any security interest, of RGHL, BP I or a Significant Subsidiary.

Security for the Reynolds Senior Secured Notes

Subject to the terms of the security documents, the Reynolds Senior Secured Notes and the guarantees thereof are supported by a security interest granted on a first priority basis (subject to certain permitted liens) in certain assets of RGHL, BP I and certain of BP I's subsidiaries. The security interests for each series of Reynolds Senior Secured Notes are of equal priority with the liens on such assets securing the Credit Agreement and the other series of Reynolds Senior Secured Notes.

First Lien Intercreditor Agreement

The collateral agents under the Credit Agreement (the "Collateral Agents”), the trustees for the holders of the Reynolds Senior Secured Notes, the administrative agent under the Credit Agreement, as representative for the secured parties under the Credit Agreement, RGHL and certain of its subsidiaries entered into the First Lien Intercreditor Agreement, which sets forth the relative rights and obligations of the lenders under the Credit Agreement and certain local working capital facilities, certain hedging providers and cash management services providers, and the holders of the Reynolds Senior Secured Notes with respect to Shared Collateral. This summary of the First Lien Intercreditor Agreement uses the following terms:

• “Collateral” means all assets and properties subject to liens created pursuant to any security document to secure one or more series of Obligations.

• “Liens” means with respect to any assets or property, any mortgage, lien (statutory or others), pledge, charge, hypothecation, assignment, security interest or similar encumbrance.

• “Obligations” means (i) with respect to the Reynolds Senior Secured Notes, any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers' acceptances), damages and other liabilities payable under the documentation governing any such indebtedness; (ii) with respect to the Credit Agreement, the due and punctual payment of (a) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the loans, when and as due, whether at maturity or by acceleration, upon one or more dates set for prepayment or otherwise, (b) each payment required to be made by the borrowers, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, (c) all other monetary obligations of the borrowers to any of the secured parties under the Credit Agreement, and each of the other loan documents, including fees, costs, expenses and indemnities, (d) the due and punctual payment and performance of all obligations of the borrowers, RGHL and its subsidiaries that are guarantors under the loan documents, hedging agreements, local facility agreements and agreements providing for cash management services, and (e) obligations under additional agreements pursuant to which other first lien obligations are incurred; and (iii) certain additional obligations designated “Additional Obligations” pursuant to the terms of the First Lien Intercreditor Agreement.

• “Security Document” means each agreement, instrument or other document entered into in favor of the Collateral Agents, or the Collateral Agents and any of the other secured parties under the Credit Agreement, and any agreements pursuant to which other first lien obligations are incurred, for purposes of securing any series of Obligations, including the indentures governing the Reynolds Senior Secured Notes.

• “Shared Collateral” means, at any time, Collateral in which the holders of two or more series of Obligations (or their respective representatives) hold a valid security interest and any cash or other assets received in connection with the enforcement of any guarantee held by two or more series of Obligations (or their respective representatives).

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The First Lien Intercreditor Agreement may be amended from time to time without the consent of the secured parties thereto to add other secured parties, including the Trustee, as representative of the holders of the notes, to whom we owe first lien obligations permitted to be incurred under the indentures governing the Reynolds Senior Secured Notes and the Credit Agreement and to the agreements governing Additional Obligations, if any.

Designation of the Applicable Representative

Under the First Lien Intercreditor Agreement, as described below, the “Applicable Representative” has the right to direct the Collateral Agents to initiate foreclosures, release liens in accordance with the Credit Agreement and the indentures governing the Reynolds Senior Secured Notes, and take other actions with respect to the Shared Collateral, and the representatives of other series of Obligations party to the First Lien Intercreditor Agreement have no right to direct the Collateral Agent to take actions with respect to the Shared Collateral.

Initially the Applicable Representative is the administrative agent under the Credit Agreement. As long as such administrative agent is the Applicable Representative, the Trustee, as representative of the secured noteholders, will have no rights to direct the Collateral Agent to take any action under the First Lien Intercreditor Agreement.

The administrative agent under the Credit Agreement will remain the Applicable Representative until the earlier of:

1. the discharge of our Obligations under the Credit Agreement; and

2. the Cut-Off Date (as defined below), unless the Cut-Off Date has been stayed, deemed not to have occurred or rescinded pursuant to the definition thereof.

After such date, the Applicable Representative will be the representative of the series of Obligations that constitutes the largest outstanding principal amount of any then outstanding series of Obligations whose representative is party to the First Lien Intercreditor Agreement, other than the Obligations under the Credit Agreement, with respect to the Shared Collateral (the “Non-ControllingRepresentative”).

The “Cut-Off Date” means, with respect to any Non-Controlling Representative, the date which is at least 90 days (throughout which 90-day period such person was the Non-Controlling Representative) after the occurrence of both (i) an Event of Default (under and as defined in the instrument under which such Non-Controlling Representative is appointed as the representative) and (ii) the Collateral Agent's and each other relevant representative's receipt of written notice from such Non-Controlling Representative certifying that (x) such an Event of Default has occurred and is continuing and (y) the Obligations of the series with respect to which such Non-Controlling Representative is the representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable instrument governing such Obligations; provided, however, that the Cut-Off Date shall be stayed and shall not occur and shall be deemed not to have occurred and be rescinded (1) at any time the administrative agent under the Credit Agreement or the Collateral Agent has commenced and is diligently pursuing any enforcement action with respect to any Shared Collateral or (2) at any time any grantor which has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any insolvency or liquidation proceeding.

Role of the Applicable Representative

Pursuant to the First Lien Intercreditor Agreement:

i. the Applicable Representative shall have the sole right to instruct the Collateral Agent to act or refrain from acting with respect to the Shared Collateral;

ii. the Collateral Agent shall not follow any instructions with respect to the Shared Collateral from any representative of any Non-Controlling Secured Party (as defined below) or other party to the First Lien Intercreditor Agreement (other than the Applicable Representative); and

iii. no representative of any Non-Controlling Secured Party or other party to the First Lien Intercreditor Agreement (other than the Applicable Representative) will instruct the Collateral Agent to commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interests in or realize upon, or take any other action available to it in respect of, any Shared Collateral.

A “Non-Controlling Secured Party” means any secured party whose representative is not the Applicable Representative. So long as the administrative agent under the Credit Agreement is the Applicable Representative, the holders of the various series of the Reynolds Senior Secured Notes will be Non-Controlling Secured Parties. After the discharge of the obligations with respect to the Credit Agreement whether on enforcement or repayment (other than repayment with indebtedness incurred under an agreement designated as a “Credit Agreement” for the purposes of the First Lien Intercreditor Agreement), at which time the parties to the Credit Agreement will no longer have the right to direct the actions of any Collateral Agent with respect to the collateral pursuant to the First Lien Intercreditor Agreement, that right passes to the authorized representative of holders of the next largest outstanding principal amount of indebtedness secured by a first lien on the collateral. To the extent that the outstanding principal amount of any series of secured notes or loans that participate in the collateral sharing arrangements under the First Lien Intercreditor Agreement is greater than the outstanding principal amount of the notes, the trustee or agent under the indenture or agreement governing such notes or loans, as representative of the holders of such indebtedness, would be the Non-Controlling Representative and would become the Applicable Representative if the Cut-Off Date occurred on such date.

Notwithstanding the equal priority of the liens on any Shared Collateral, the Collateral Agent, acting on the instructions of the Applicable Representative, may deal with the Collateral as if the Applicable Representative had a senior lien on such Collateral. No representative of any Non-Controlling Secured Party may contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent or any exercise by the Collateral Agent of any rights and remedies relating to the Shared Collateral. Each representative of each series of Obligations party to the First Lien Intercreditor Agreement will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation

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proceeding), the perfection, priority, validity or enforceability of a lien held by or on behalf of any of the secured parties in all or any part of the Shared Collateral, or the provisions of the First Lien Intercreditor Agreement.

In addition, each representative of each series of Obligations party to the First Lien Intercreditor Agreement (i) will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Collateral Agent (acting on the instructions of the Applicable Representative), (ii) will not institute any suit or assert in any insolvency or litigation proceeding or other proceeding or any claim against the Collateral Agent or any other secured party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, (iii) will not seek, and waives any right to have, any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Shared Collateral and (iv) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of the First Lien Intercreditor Agreement.

Distribution of Enforcement Proceeds

If an Event of Default (under and as defined in an instrument pursuant to which a series of Obligations whose representative is party to the First Lien Intercreditor Agreement is incurred) has occurred and is continuing and the Collateral Agent or any Secured Party is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any insolvency or liquidation proceeding of any grantor of Collateral or otherwise, or the Collateral Agent or any secured party receives any payment pursuant to any intercreditor agreement (other than the First Lien Intercreditor Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation or disposition of any such Shared Collateral received by the Collateral Agent or any secured party and the proceeds of any such distribution, shall be applied as follows:

A. first, in the following order:

i. initially, to the payment of all amounts owing to the Collateral Agent (in its capacity as such) pursuant to the terms of the First Lien Intercreditor Agreement and any instrument pursuant to which a series of Obligations whose representative is party to the First Lien Intercreditor Agreement is incurred; and

ii. next, subject to certain limited exceptions, to the payment in full of the Obligations of each series of Obligations whose representative is party to the First Lien Intercreditor Agreement on a ratable basis in accordance with the amounts of such Obligations and the terms of the applicable instrument pursuant to which such Obligations have been incurred;

B. second, after the discharge of the Obligations identified in clause (A), to the relevant grantor.

Turnover

If any representative of any series of Obligations party to the First Lien Intercreditor Agreement obtains possession of any Shared Collateral or realizes any proceeds or payment in respect of any such Shared Collateral, pursuant to any Security Document or by the exercise of any rights available to it under applicable law or in any insolvency or liquidation proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the discharge of each series of Obligations whose representative is party to the First Lien Intercreditor Agreement, then such representative shall hold such Shared Collateral, proceeds or payment in trust for the other parties to the First Lien Intercreditor Agreement and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Collateral Agent, to be distributed in accordance with the provisions described in the immediately preceding paragraph.

Additional Liens

So long as the discharge of each series of Obligations whose representative is party to the First Lien Intercreditor Agreement has not occurred, subject to certain limited exceptions, none of the grantors shall, or shall permit any of its subsidiaries to, without the consent of the Collateral Agent (acting upon the instructions of the Applicable Representative) grant or permit any additional liens on any asset to secure any additional series of Obligations whose representative becomes party to the First Lien Intercreditor Agreement unless it has granted, or concurrently therewith grants, a lien on such asset to secure the Obligations in favor of all other series.

Automatic Release of Liens

If, at any time, the Collateral Agent (acting on the instructions of the Applicable Representative) forecloses upon or otherwise exercises remedies against any Shared Collateral, and in connection therewith takes action to release any Liens over such Shared Collateral, then (whether or not any insolvency or liquidation proceeding is pending at the time) the liens in favor of the Collateral Agent for the benefit of the secured parties upon such Shared Collateral will automatically be released and discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be applied as described in “ — Distribution of Enforcement Proceeds” above. If, at any time, the Collateral Agent forecloses upon or otherwise exercises remedies against any Shared Collateral, and in connection therewith substantially all the equity interests of any guarantor are sold or transferred, then (whether or not any insolvency or liquidation proceeding is pending at the time) the guarantee of such guarantor shall be released, discharged and terminated without any further action by any secured party required.

Exculpatory Provisions in Favor of Collateral Agent

The First Lien Intercreditor Agreement provides that the Collateral Agent shall not have any duties or obligations except those expressly set forth therein and in the other Security Documents. Without limiting the generality of the foregoing, the Collateral Agent:

i. shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing;

ii. shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the First Lien Intercreditor Agreement or by the other Security Documents that the Collateral Agent is required to exercise as directed in writing by the Applicable Representative; provided that the Collateral Agent shall not be required

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to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to any Security Document or applicable law;

iii. shall not, except as expressly set forth in the First Lien Intercreditor Agreement and in the other Security Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to a grantor or any of its affiliates that is communicated to or obtained by the Collateral Agent or any of its affiliates in any capacity;

iv. shall not be liable for any action taken or not taken by it (1) with the consent or at the request of the Applicable Representative or (2) in the absence of its own gross negligence or willful misconduct or (3) in reliance on a certificate of an authorized officer of RGHL stating that such action is permitted by the terms of the First Lien Intercreditor Agreement;

v. shall be deemed not to have knowledge of any Event of Default under any series of Obligations unless and until notice describing such Event of Default is given to the Collateral Agent by the representative of such Obligations or a grantor;

vi. shall not be responsible for or have any duty to ascertain or inquire into (1) any statement, warranty or representation made in or in connection with the First Lien Intercreditor Agreement or any other Security Document, (2) the contents of any certificate, report or other document delivered under the First Lien Intercreditor Agreement or any other Security Document, (3) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in the First Lien Intercreditor Agreement or any other Security Document, or the occurrence of any default or event of default, (4) the validity, enforceability, effectiveness or genuineness of the First Lien Intercreditor Agreement, any other Security Document or any other agreement, instrument or document, or the creation, perfection or priority of any lien purported to be created by the Security Documents or (5) the value or the sufficiency of any Collateral for any series of Obligations, including the Reynolds Senior Secured Notes; and

vii. shall not be required to expend, advance or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the First Lien Intercreditor Agreement or in any of the Security Documents or in the exercise of any of its rights or powers under the First Lien Intercreditor Agreement or under any of the Security Documents unless it is indemnified to its satisfaction, and the Collateral Agent shall have no liability to any person for any loss occasioned by any delay in taking or failure to take any such action while it is awaiting an indemnity satisfactory to it.

Pactiv Notes

As of December 31, 2017, Pactiv had outstanding:

• $16 million in principal amount of 6.400% Notes due 2018;

• $276 million in principal amount of 7.950% Debentures due 2025; and

• $200 million in principal amount of 8.375% Debentures due 2027.

The Pactiv Notes are issued or assumed by Pactiv LLC and are not guaranteed by RGHL or any of RGHL's subsidiaries.

The indentures governing the Pactiv Notes contain a negative pledge clause limiting Pactiv's ability, and the ability of certain subsidiaries of Pactiv, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on "principal manufacturing properties" which include certain principal manufacturing plants or testing or research and development facilities or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing plant or testing or research and development facility and (ii) sell and then take an immediate lease back of such principal manufacturing plant or testing or research and development facility.

The Pactiv Notes are subject to acceleration, at the option of the holders thereof, if an event of default occurs and is continuing under the applicable indentures. In addition, there are no scheduled principal payments required on any of the Pactiv Notes until their final maturities.

The 8.375% Debentures due 2027 may be redeemed at any time at Pactiv's option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest to the date of redemption.

Notes Repaid or Redeemed

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

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

On December 15, 2017, the RGHL Group redeemed $100 million aggregate principal amount outstanding of its 5.75% Senior Secured Notes due 2020 at a redemption price of 101.438% plus accrued and unpaid interest.

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

On January 16, 2018, the RGHL Group issued a notice of redemption for $300 million aggregate principal amount of its outstanding 6.875% Senior Secured Notes due 2021 to be repaid on February 15, 2018 at a redemption price of 101.146% plus accrued and unpaid interest.

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2017 Securitization Facility

On March 22, 2017, the RGHL Group entered into the 2017 Securitization Facility, of which $452 million was drawn on the closing date. The proceeds and cash were used to repay and extinguish all amounts outstanding under the previous securitization facility and pay transaction fees and expenses. The 2017 Securitization Facility matures on March 22, 2022. Consistent with the previous facility: (i) the amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables; (ii) the 2017 Securitization Facility is secured by all of the assets of the borrower, which are primarily the eligible trade receivables and cash; and (iii) the terms of the arrangement do not result in the derecognition of the trade receivables by the Group. The 2017 Securitization Facility has an interest rate equal to one-month LIBOR with a 0% floor, plus a margin of 1.75% per annum. As of December 31, 2017, $420 million was drawn under the 2017 Securitization Facility.

Exchange Controls

There are no regulatory limitations on New Zealand companies or other organizations borrowing money in New Zealand or overseas. There are no restrictions on the holding of notes (other than requirements to obtain overseas investment approval in certain circumstances for notes which convert or may be converted to equity capital) of New Zealand companies.

The Reserve Bank of New Zealand (the “Bank”) is authorized under the Reserve Bank of New Zealand Act 1989 to deal in foreign exchange. The relevant Minister of the New Zealand Government may, for the purpose of influencing the exchange rate or exchange rate trends, direct the Bank to deal in foreign exchange within guidelines prescribed by the Minister. The Minister may also fix exchange rates for foreign exchange dealing by the Bank.

The Governor of the Bank has the authority to temporarily suspend the dealing by registered banks in any foreign exchange or certain kinds of foreign exchange to avoid disorder in the foreign exchange market.

Although most foreign exchange dealing is undertaken through registered banks, provided they hold any necessary licenses and permits, there is no legal impediment preventing any person or corporation dealing in foreign exchange other than any temporary restriction imposed by the Governor of the Bank.

Documents on Display

Statements contained in this annual report as to the contents of any contract or other document summarize their material terms, but are not necessarily complete. A complete copy of such contracts or documents may be inspected by the noteholders at our corporate offices at Level Nine, 148 Quay Street, Auckland 1010, New Zealand, upon request.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

See "Item 5. Operating and Financial Review and Prospects — Quantitative and Qualitative Disclosures about Market Risk."

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.

None.

ITEM 15. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective as of December 31, 2017.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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 decline.

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Management evaluated the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commissions, or COSO, framework. Based on this evaluation, management has assessed the effectiveness of the RGHL Group's internal control over financial reporting as of December 31, 2017 and concluded that such internal control over financial reporting is effective.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting during the year ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16. [RESERVED].

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT.

Mr. Bryce Murray, a member of the Company's Audit Committee, has been designated by the Board as the Company's “Audit Committee Financial Expert” (as defined by the SEC). Mr. Murray is not independent of management as defined by the listing standards of the New York Stock Exchange.

ITEM 16B. CODE OF ETHICS.

The Company has a Code of Ethical Conduct for Financial Managers applicable to the Company's Chief Executive Officer, Chief Financial Officer, Controller, Treasurer, Tax Director, Assistant Controllers and Assistant Treasurers, and the Chief Executive Officers, Chief Financial Officers and Controllers of the Company's principal business units. This Code covers a range of financial and non-financial business practices and procedures, requiring Financial Managers to act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, to fully and fairly disclose appropriate information in a timely and understandable manner, and to comply with applicable governmental laws, rules and regulations and other appropriate private and public regulatory agencies. Any waiver of the Code of Ethical Conduct for Financial Managers may be made only by the Board of Directors or, if the Board of Directors shall determine, by the Audit Committee, and will be promptly disclosed as required by law. There were no waivers of the Code of Ethical Conduct for Financial Managers as of the date of this annual report. The Company will provide a copy of its Code of Ethical Conduct for Financial Managers to any person who requests a copy in writing. To request a copy, please contact Mr. Joseph Doyle, RGHL Group Legal Counsel, 1900 West Field Court, Lake Forest, Illinois, 60045.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table sets forth the fees billed to the RGHL Group for professional services rendered by the company's principal accountant:

	For the year ended December 31,
(In $ million)	2017	2016
Audit fees(1)	6	6
Audit-related fees(2)	—	1
All other fees(3)	2	—
Total	8	7

(1) Audit fees include fees for the audit and review of the RGHL Group's annual and interim consolidated financial statements, the audit of annual financial statements for subsidiary entities and other services provided as part of debt offering transactions, including the provision of comfort letters.

(2) Audit-related fees include fees for audit or review services of financial information other than annual and interim financial statements.

(3) All other fees include fees for trade and distribution consulting.

RGHL's Audit Committee has adopted a policy requiring the Audit Committee to approve all audit, audit-related, tax and other services. One of our directors pre-approves all services, audit and non-audit, to be provided to the RGHL Group by our independent auditors. Such director has pre-approved the provision, by our independent auditors, of specific audit, audit-related, tax and other non-audit services as being consistent with auditor independence. Requests or applications to provide services that require the specific pre-approval of the Board must be submitted to that director by the independent auditors.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 16F. CHANGE IN CERTIFYING ACCOUNTANT.

None.

ITEM 16G. CORPORATE GOVERNANCE.

Not applicable.

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ITEM 16H. MINE SAFETY DISCLOSURE.

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS.

See "Item 18. Financial Statements."

ITEM 18. FINANCIAL STATEMENTS.

The consolidated financial statements and other financial information of RGHL are contained in "Financial Statements" beginning on page F-1 and the consolidated financial statements and other financial information of BP I are contained in "Financial Statements" beginning on page G-1.

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ITEM 19. EXHIBITS.

Exhibit Number	Description of Exhibit
1.1.	Certificate of Incorporation of Reynolds Group Holdings Limited, filed herein
1.2.	Constitution of Reynolds Group Holdings Limited (previously filed as Exhibit 1.1 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.3.	Certificate of Incorporation of Beverage Packaging Holdings I Limited, filed herein
1.4.	Constitution of Beverage Packaging Holdings I Limited, filed herein
1.5.	Certificate of Incorporation of Beverage Packaging Holdings III Limited, filed herein
1.6.	Constitution of Beverage Packaging Holdings III Limited, filed herein
1.7.	Certificate of Incorporation of Beverage Packaging Holdings V Limited, filed herein
1.8.	Constitution of Beverage Packaging Holdings V Limited, filed herein
1.9.	Certificate of Incorporation of Reynolds Group Issuer (New Zealand) Limited, filed herein
1.10.	Constitution of Reynolds Group Issuer (New Zealand) Limited, filed herein
1.11.	Certificate of Incorporation of Reynolds Packaging International Limited, filed herein
1.12.	Constitution of Reynolds Packaging International Limited, filed herein
1.13.	Certificate of Incorporation of Evergreen Packaging International Limited, filed herein
1.14.	Constitution of Evergreen Packaging International Limited, filed herein
1.15.	Certificate of Incorporation of Closure Systems International Limited, filed herein
1.16.	Constitution of Closure Systems International Limited, filed herein
1.17.	Certificate of Incorporation of Beverage Packaging (New Zealand) Limited (previously filed as Exhibit 1.256 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 14, 2017)
1.18.	Constitution of Beverage Packaging (New Zealand) Limited (formerly Taurus Australia Holdings Limited), filed herein
1.19.	Certificate of Incorporation of Reynolds Group Holdings Inc. (previously filed as Exhibit 1.41 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.20.	By-Laws of Reynolds Group Holdings Inc. (previously filed as Exhibit 1.42 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.21.	Certificate of Incorporation of Reynolds Group Issuer Inc. (previously filed as Exhibit 1.2 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.22.	By-Laws of Reynolds Group Issuer Inc. (previously filed as Exhibit 1.3 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.23.	Certificate of Formation of Reynolds Group Issuer LLC (previously filed as Exhibit 1.4 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.24.	Limited Liability Company Agreement of Reynolds Group Issuer LLC (previously filed as Exhibit 1.5 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.25.	Certificate of Incorporation of Reynolds Services Inc. (previously filed as Exhibit 1.51 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.26.	By-Laws of Reynolds Services Inc. (previously filed as Exhibit 1.52 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.27.	Certificate of Incorporation of RenPac Holdings Inc. (previously filed as Exhibit 1.192 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.28.	By-laws of RenPac Holdings Inc. (previously filed as Exhibit 1.193 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.29.	Certificate of Formation of Reynolds Consumer Products Holdings LLC (formerly known as Reynolds Consumer Products Holdings Inc.) (previously filed as Exhibit 1.31 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
1.30.	Limited Liability Company Agreement of Reynolds Consumer Products Holdings LLC (formerly known as Reynolds Consumer Products Holdings Inc.) (previously filed as Exhibit 1.32 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
1.31.	Certificate of Incorporation of Bakers Choice Products, Inc. (previously filed as Exhibit 1.7 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.32.	Second Amended and Restated By-Laws of Bakers Choice Products, Inc. (previously filed as Exhibit 1.8 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.33.	Certificate of Formation of Reynolds Consumer Products LLC (formerly known as Reynolds Foil Inc. and Reynolds Consumer Products, Inc.) (previously filed as Exhibit 1.37 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
1.34.	Limited Liability Company Agreement of Reynolds Consumer Products LLC (formerly known as Reynolds Foil Inc. and Reynolds Consumer Products, Inc.) (previously filed as Exhibit 1.38 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
1.35.	Certificate of Incorporation of Reynolds Manufacturing, Inc. (previously filed as Exhibit 1.177 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.36.	By-laws of Reynolds Manufacturing, Inc. (previously filed as Exhibit 1.191 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)

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1.37.	Certificate of Incorporation of Reynolds Presto Products Inc. (formerly known as Reynolds Consumer Products, Inc.) (previously filed as Exhibit 1.33 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
1.38.	Second Amended and Restated By-Laws of Reynolds Presto Products Inc. (formerly known as Reynolds Consumer Products, Inc.) (previously filed as Exhibit 1.34 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.39.	Certificate of Incorporation of Trans Western Polymers, Inc. (previously filed as Exhibit 1.252 and incorporated by reference to the Reynolds Notes Issuers' amendment to the annual report on Form 20-F/A on February 27, 2014)
1.40.	By-Laws of Trans Western Polymers, Inc. (previously filed as Exhibit 1.253 and incorporated by reference to the Reynolds Notes Issuers' amendment to the annual report on Form 20-F on February 27, 2014)
1.41.	Articles of Incorporation of Reynolds Consumer Products Canada, Inc. (previously filed as Exhibit 1.254 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
1.42.	By-Laws of Reynolds Consumer Products Canada, Inc. (previously filed as Exhibit 1.255 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
1.43.	Certificate of Formation of Pactiv LLC (formerly known as Pactiv Corporation) (previously filed as Exhibit 1.144 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
1.44.	Amended and Restated Limited Liability Company Agreement of Pactiv LLC (formerly known as Pactiv Corporation) (previously filed as Exhibit 1.145 and incorporated by reference to the Reynolds Notes Issuers' amendment to the annual report on Form 20-F on February 27, 2014)
1.45.	Certificate of Incorporation of Pactiv International Holdings Inc. (previously filed as Exhibit 1.150 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.46.	Amended and Restated By-Laws of Pactiv International Holdings Inc. (previously filed as Exhibit 1.151 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.47.	Certificate of Formation of Pactiv Management Company LLC (previously filed as Exhibit 1.152 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.48.	Limited Liability Company Agreement of Pactiv Management Company LLC (previously filed as Exhibit 1.153 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.49.	Amended and Restated Certificate of Incorporation of Pactiv Packaging Inc. (formerly PWP Industries, Inc.) (previously filed as Exhibit 1.164 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.50.	Amended and Restated By-Laws of Pactiv Packaging Inc. (formerly PWP Industries, Inc.) (previously filed as Exhibit 1.165 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.51.	Amended and Restated By-Laws of PCA West Inc. (previously filed as Exhibit 1.258 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 14, 2017)
1.52.	Certificate of Incorporation of PCA West Inc. (previously filed as Exhibit 1.259 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 14, 2017)
1.53.	Articles of Amalgamation of Pactiv Canada Inc. (previously filed as Exhibit 1.183 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
1.54.	By-Law No. 1 of Pactiv Canada Inc. (previously filed as Exhibit 1.184 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.55.	Certificate of Formation of GEC Packaging Technologies LLC, filed herein
1.56.	Limited Liability Company Agreement of GEC Packaging Technologies LLC (previously filed as Exhibit 1.257 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 14, 2017)
1.57.	Certificate of Incorporation of Graham Packaging Company Inc. (previously filed as Exhibit 1.189 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.58.	By-laws of Graham Packaging Company Inc. (previously filed as Exhibit 1.190 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.59.	Certificate of Formation of BCP/Graham Holdings LLC (previously filed as Exhibit 1.185 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.60.	Limited Liability Company Agreement of BCP/Graham Holdings LLC (previously filed as Exhibit 1.186 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.61.	Amended and Restated Certificate of Limited Partnership of Graham Packaging Holdings Company (incorporated by reference to Exhibit 3.5 to Graham Packaging Holdings Company's Registration Statement on Form S-4 (No. 333-53603-03) filed July 13, 1998)
1.62.	Seventh Amended and Restated Agreement of Limited Partnership of Graham Packaging Holdings Company (previously filed as Exhibit 1.239 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on April 6, 2012)
1.63.	Certificate of Formation of GPC US LLC, filed herein
1.64.	Limited Liability Company Agreement of GPC US LLC, filed herein.
1.65.	Amended and Restated Certificate of Limited Partnership of Graham Packaging Company, L.P. (previously filed as Exhibit 1.206 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on April 6, 2012)
1.66.	Amended and Restated Agreement of Limited Partnership of Graham Packaging Company, L.P. (incorporated by reference to Exhibit 3.2 to Graham Packaging Holdings Company's Registration Statement on Form S-4 (No. 333-53603-03) filed May 26, 1998)
1.67.	Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Graham Packaging Company, L.P. (previously filed as Exhibit 1.208 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on April 6, 2012)

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1.68.	Certificate of Formation of GPC Opco GP, LLC (incorporated by reference to Exhibit 3.9 to Graham Packaging Holdings Company's Registration Statement on Form S-4 (No. 333-125173-01) filed May 26, 1998)
1.69.	Limited Liability Company Agreement of GPC Opco GP, LLC (incorporated by reference to Exhibit 3.11 to Graham Packaging Company, L.P.'s Registration Statement on Form S-4 (No. 333-125173-01) filed May 24, 2005)
1.70.	Certificate of Formation of GPC Sub GP LLC (incorporated by reference to Exhibit 3.11 to Graham Packaging Holdings Company's Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
1.71.	Limited Liability Company Agreement of GPC Sub GP LLC (incorporated by reference to Exhibit 3.11 to Graham Packaging Holdings Company's Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
1.72.	Amended and Restated Certificate of Incorporation of Graham Packaging PET Technologies Inc. (incorporated by reference to Exhibit 3.26 to Graham Packaging Holdings Company's Registration Statement on Form S-4 (No. 333-167976-18) filed July 2, 2010)
1.73.	Amended and Restated By-Laws of Graham Packaging PET Technologies Inc. (incorporated by reference to Exhibit 3.28 to Graham Packaging Holdings Company's Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
1.74.	Certificate of Formation of Graham Packaging Plastic Products LLC, filed herein
1.75.	Certification of Conversion of Graham Packaging Plastic Products LLC, filed herein
1.76.	Limited Liability Company Agreement of Graham Packaging Plastic Products LLC, filed herein
1.77.	Amended and Restated Limited Liability Company Agreement of Graham Packaging Plastic Products LLC, filed herein
1.78.	Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit 3.54 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.79.	Form of First Amendment to Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit 3.55 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.80.	Second Amendment to Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit 3.56 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.81.	Third Amendment to Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit 3.57 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.82.	Fourth Amendment to Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit 3.58 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.83.	Certificate of Incorporation of Graham Packaging PX Holding Corporation (incorporated by reference to Exhibit 3.59 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.84.	Certificate of Amendment of Certificate of Incorporation of Graham Packaging PX Holding Corporation (incorporated by reference to Exhibit 3.60 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.85.	Certificate of Amendment of Certificate of Incorporation of Graham Packaging PX Holding Corporation (incorporated by reference to Exhibit 3.61 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.86.	By-Laws of Graham Packaging PX Holding Corporation (incorporated by reference to Exhibit 3.62 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.87.	Articles of Incorporation of Graham Packaging PX, LLC (incorporated by reference to Exhibit 3.63 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.88.	Certificate of Amendment of Articles of Incorporation of Graham Packaging PX, LLC (incorporated by reference to Exhibit 3.64 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.89.	Articles of Conversion of Graham Packaging PX, LLC (incorporated by reference to Exhibit 3.65 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.90.	Certificate of Amendment to the Certificate of Formation of Graham Packaging PX, LLC (incorporated by reference to Exhibit 3.66 to Graham Packaging Holdings Company's Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
1.91.	Amended and Restated Single Member Operating Agreement of Graham Packaging PX, LLC (previously filed as Exhibit 1.235 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on April 6, 2012)
1.92.	Certificate of Formation of Evergreen Packaging LLC, filed herein
1.93.	Certification of Conversion of Evergreen Packaging LLC, filed herein
1.94.	Limited Liability Company Agreement of Evergreen Packaging LLC, filed herein
1.95.	Certificate of Formation of Blue Ridge Holding LLC, filed herein
1.96.	Certification of Conversion of Blue Ridge Holding LLC, filed herein
1.97.	Limited Liability Company Agreement of Blue Ridge Holding LLC, filed herein
1.98.	Certificate of Formation of Blue Ridge Paper Products LLC, filed herein
1.99.	Certification of Conversion of Blue Ridge Paper Products LLC, filed herein
1.100.	Limited Liability Company Agreement of Blue Ridge Paper Products LLC, filed herein
1.101.	Limited Liability Company Articles of Organization of BRPP, LLC (previously filed as Exhibit 1.61 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.102.	Operating Agreement of BRPP, LLC (previously filed as Exhibit 1.62 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.103.	Articles of Amalgamation of Evergreen Packaging Canada Limited (previously filed as Exhibit 1.73 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)

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1.104.	By-Law No. 1A of Evergreen Packaging Canada Limited (previously filed as Exhibit 1.74 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.105.	Certificate of Formation of Closure Systems International Holdings LLC (formerly known as Closure Systems International Holdings Inc.) (previously filed as Exhibit 1.15 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
1.106.	Limited Liability Company Agreement of Closure Systems International Holdings LLC (formerly known as Closure Systems International Holdings Inc.) (previously filed as Exhibit 1.16 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
1.107.	Certificate of Incorporation of Closure Systems International Inc. (previously filed as Exhibit 1.17 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.108.	Amended and Restated By-Laws of Closure Systems International Inc. (previously filed as Exhibit 1.18 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.109.	Amended and Restated Certificate of Incorporation of Closure Systems International Americas, Inc. (previously filed as Exhibit 1.13 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.110.	By-Laws of Closure Systems International Americas, Inc. (previously filed as Exhibit 1.14 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.111.	Certificate of Incorporation of Closure Systems International Packaging Machinery Inc. (previously filed as Exhibit 1.49 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.112.	By-Laws of Closure Systems International Packaging Machinery Inc. (formerly Alcoa Packaging Machinery, Inc.) (previously filed as Exhibit 1.50 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.113.	Certificate of Formation of Closure Systems Mexico Holdings LLC (previously filed as Exhibit 1.19 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.114.	Amended and Restated Limited Liability Company Agreement of Closure Systems Mexico Holdings LLC (previously filed as Exhibit 1.20 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.115.	Certificate of Formation of CSI Mexico LLC (previously filed as Exhibit 1.21 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.116.	Amended and Restated Limited Liability Company Agreement of CSI Mexico LLC (previously filed as Exhibit 1.22 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.117.	Certificate of Incorporation of CSI Sales & Technical Services Inc. (previously filed as Exhibit 1.23 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.118.	By-Laws of CSI Sales & Technical Services Inc. (previously filed as Exhibit 1.24 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.119.	Articles of Incorporation of Southern Plastics Inc. (previously filed as Exhibit 1.57 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
1.120.	By-Laws of Southern Plastics Inc. (previously filed as Exhibit 1.58 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
2.1.	Form of 5.750% Senior Secured Note due 2020 (included in Exhibit 2.1.1 hereto) (previously filed as Exhibit 2.22.4 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on December 21, 2012)
2.1.1.	5.750% Senior Secured Notes due 2020 Indenture, dated as of September 28, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent (previously filed as Exhibit 2.6.41 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on December 21, 2012)
2.1.2.	Form of Supplemental Indenture with respect to guarantor accessions to the 5.750% Senior Secured Notes due 2020, together with a list identifying the substantially similar agreements not filed, filed herein
2.1.3.	Twelfth Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020, dated as of November 3, 2016, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent (previously filed as Exhibit 2.6.97 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 14, 2017)
2.1.4.	Thirteenth Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020, dated as of June 30, 2017, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent, filed herein.
2.1.5.	Fourteenth Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020, dated as of October 31, 2017, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent, filed herein.
2.2.	Form of 6.875% Senior Secured Note due 2021 (included in Exhibit 2.2.1 hereto) (previously filed as Exhibit 2.21 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
2.2.1.	6.875% Senior Secured Notes due 2021 Indenture, dated as of February 1, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent (previously filed as Exhibit 2.5 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)

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2.2.2.	Form of Supplemental Indenture with respect to guarantor accessions to the 6.875% Senior Secured Notes due 2021, together with a list identifying the substantially similar agreements not filed, filed herein
2.2.3.	Eleventh Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent (previously filed as Exhibit 2.5.11 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
2.2.4.	Fourteenth Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of May 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent (previously filed as Exhibit 2.5.14 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on May 11, 2012)
2.2.5.	Fifteenth Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of June 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent (previously filed as Exhibit 2.5.15 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on June 21, 2012)
2.2.6.	Twenty-seventh Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of November 3, 2016, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent (previously filed as Exhibit 2.5.2 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 14, 2017)
2.2.7.	Twenty-Eighth Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of June 30, 2017, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent, filed herein
2.2.8.	Twenty-Ninth Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of October 31, 2017, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent, filed herein.
2.3.	Collateral Agreement, dated as of November 5, 2009, among Reynolds Consumer Products Holdings Inc., Reynolds Group Holdings Inc., Closure Systems International Holdings Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., the grantors from time to time party thereto and The Bank Of New York Mellon, as collateral agent (previously filed as Exhibit 2.13 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.1.	Supplement No. 2 to the Collateral Agreement, dated as of February 2, 2010, between Closure Systems International Americas, Inc. and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.13.2 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.2.	Supplement No. 3 to the Collateral Agreement, dated as of May 4, 2010, between Evergreen Packaging Inc. and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.13.3 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.3.	Supplement No. 6 to the Collateral Agreement, dated as of May 4, 2010, between Blue Ridge Holding Corp. and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.13.6 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.4.	Supplement No. 7 to the Collateral Agreement, dated as of May 4, 2010, between Blue Ridge Paper Products Inc. and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.13.7 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.5.	Supplement No. 8 to the Collateral Agreement, dated as of May 4, 2010, between by BRPP, LLC and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.13.8 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.6.	Supplement No. 16 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv Corporation (now known as Pactiv LLC) and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.13.15 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.7.	Supplement No. 21 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv International Holdings Inc. and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.13.20 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.8.	Supplement No. 22 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv Management Company LLC and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.13.21 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.9.	Supplement No. 23 to the Collateral Agreement, dated as of November 16, 2010, between PCA West Inc. and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.13.22 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.10.	Supplement No. 26 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv Packaging Inc. (formerly PWP Industries, Inc.) and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.13.25 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.11.	Supplement No. 30 to the Collateral Agreement, dated as of September 8, 2011, between Graham Packaging Company Inc. and The Bank of New York Mellon (previously filed as Exhibit 2.13.29 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.12.	Supplement No. 32 to the Collateral Agreement, dated as of September 8, 2011, between BCP/Graham Holdings LLC and The Bank of New York Mellon (previously filed as Exhibit 2.13.31 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)

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2.3.13.	Supplement No. 33 to the Collateral Agreement, dated as of October 14, 2011, between Reynolds Manufacturing, Inc. and The Bank of New York Mellon (previously filed as Exhibit 2.13.32 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.14.	Supplement No. 34 to the Collateral Agreement, dated as of October 14, 2011, between RenPac Holdings Inc. and The Bank of New York Mellon (previously filed as Exhibit 2.13.33 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.3.15.	Supplement No. 35 to the Collateral Agreement, dated as of March 20, 2012, between certain additional guarantors and The Bank of New York Mellon (previously filed as Exhibit 2.13.34 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on April 6, 2012)
2.3.16.	Supplement No. 37 to the Collateral Agreement, dated as of December 20, 2012, between Beverage Packaging Holdings (Luxembourg) V S.A. and The Bank of New York Mellon (previously filed as Exhibit 2.13.36 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on December 21, 2012)
2.3.17.	Supplement No. 39 to the Collateral Agreement dated as of November 15, 2013, between certain additional guarantors and The Bank of New York Mellon(previously filed as Exhibit 2.13.38 and incorporated by reference to the Reynolds Notes Issuers' amendment to the annual report on Form 20-F/A on February 27, 2014)
2.3.18.	Supplement No. 41 to the Collateral Agreement dated as of October 25, 2016, between GEC Packaging Technologies LLC and The Bank of New York Mellon, filed herein
2.3.19.	Supplement No. 42 to the Collateral Agreement, dated as of November 21, 2017, between GPC US LLC and The Bank of New York Mellon, filed herein
2.4.	First Lien Intercreditor Agreement, dated as of November 5, 2009, among The Bank of New York Mellon, as collateral agent, Credit Suisse, as representative under the Credit Agreement, The Bank of New York Mellon, as representative under the Indenture, each grantor and each additional representative from time to time party thereto (previously filed as Exhibit 2.14 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.4.1.	Amendment No. 1 and Joinder to the First Lien Intercreditor Agreement, dated January 21, 2010 (previously filed as Exhibit 2.14.1 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.4.2.	Joinder to the First Lien Intercreditor Agreement, dated as of February 1, 2011 by The Bank of New York Mellon, as the new representative under the new Senior Secured Notes Indenture dated February 1, 2011(previously filed as Exhibit 2.14.3 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.4.3.	Joinder to the First Lien Intercreditor Agreement, dated as of September 28, 2012, by The Bank of New York Mellon, as the new representative under the new Senior Secured Notes Indenture dated September 28, 2012 (previously filed as Exhibit 2.14.5 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on December 21, 2012)
2.4.4.	Joinder to the First Lien Intercreditor Agreement, dated as of June 27, 2016 by The Bank of New York Mellon, as the new representative under the new Senior Secured Notes Indenture dated June 27, 2016, filed herein
2.5.	Copyright Security Agreement, dated as of November 5, 2009, among the grantors listed thereto and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.23 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.5.1	Copyright Security Agreement, dated as of November 16, 2010, among Pactiv Corporation (now known as Pactiv LLC), a Delaware corporation and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.237 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.5.2.	Copyright Security Agreement dated as of August 17, 2017 among the grantors listed thereto and The Bank of New York Mellon, filed herein
2.6.	Patent Security Agreement, dated as of November 5, 2009, among the grantors listed thereto and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.24 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.6.1.	Patent Security Agreement, dated as of May 4, 2010, among the grantors listed thereto and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.173 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.6.2.	Patent Security Agreement, dated as of September 1, 2010 among the grantors listed thereto and The Bank of New York Mellon, as collateral agent, filed herein
2.6.3.	Patent Security Agreement, dated as of November 16, 2010, among the grantors listed thereto and The Bank of New York Mellon (previously filed as Exhibit 2.238 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.6.4.	Patent Security Agreement, dated as of January 12, 2011 among the grantors listed thereto and The Bank of New York Mellon, as collateral agent, filed herein
2.6.5.	Patent Security Agreement, dated as of May 2, 2011 between Dopaco, Inc. and The Bank of New York Mellon, as collateral agent, filed herein
2.6.6.	Patent Security Agreement, dated as of March 20, 2012 between Graham Packaging Company L.P. and The Bank of New York Mellon, as collateral agent, filed herein
2.6.7.	Patent Security Agreement, dated as of March 20, 2012 between Graham Packaging PET Technologies Inc. and The Bank of New York Mellon, as collateral agent, filed herein
2.6.8.	Patent Security Agreement, dated as of March 20, 2012 between Graham Packaging Plastic Products Inc. and The Bank of New York Mellon, as collateral agent, filed herein
2.6.9.	Patent Security Agreement, dated as of March 20, 2012 between Graham Packaging LC, L.P. and The Bank of New York Mellon, as collateral agent, filed herein
2.6.10.	Patent Security Agreement, dated as of April 9, 2013 between Spirit Foodservice, Inc. and The Bank of New York Mellon, as collateral agent, filed herein
2.6.11.	Patent Security Agreement dated as of February 14, 2014 between Trans Western Polymers, Inc. and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.657 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)

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2.6.12.	Patent Security Agreement dated as of August 17, 2017 among the grantors listed thereto and The Bank of New York Mellon, as collateral agent, filed herein
2.6.13.	Patent Security Agreement dated as of August 17, 2017 between Pactiv Canada Inc. and The Bank of New York Mellon, as collateral agent, filed herein
2.7.	Trademark Security Agreement, dated as of November 5, 2009, among the grantors listed thereto and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.25 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.7.1.	Trademark Security Agreement, dated as of May 4, 2010, among the grantors listed thereto and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.174 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.7.2.	Trademark Security Agreement, dated as of September 1, 2010 among the grantors listed thereto and The Bank of New York Mellon, as collateral agent, filed herein
2.7.3.	Trademark Security Agreement, dated as of November 16, 2010, among the grantors listed thereto and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.239 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.7.4.	Trademark Security Agreement, dated as of May 2, 2011 between Dopaco, Inc. and The Bank of New York Mellon, as collateral agent, filed herein
2.7.5.	Trademark Security Agreement, dated as of March 20, 2012 between Graham Packaging LC, L.P. and The Bank of New York Mellon, as collateral agent, filed herein
2.7.6.	Trademark Security Agreement, dated as of March 20, 2012 between Graham Packaging Company L.P. and The Bank of New York Mellon, as collateral agent, filed herein
2.7.7.	Trademark Security Agreement, dated as of March 20, 2012 between Graham Packaging PET Technologies Inc. and The Bank of New York Mellon, as collateral agent, filed herein
2.7.8.	Trademark Security Agreement, dated as of April 9, 2013 between Spirit Foodservice, Inc. and The Bank of New York Mellon, as collateral agent, filed herein
2.7.9.	Trademark Security Agreement dated as of February 14, 2014 between Trans Western Polymers, Inc. and The Bank of New York Mellon, as collateral agent (previously filed as Exhibit 2.656 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
2.7.10.	Trademark Security Agreement dated as of August 17, 2017 among the grantors listed thereto and The Bank of New York Mellon, as collateral agent, filed herein
2.8.	Specific Security Deed in respect of Reynolds Group Holdings Limited's shareholding in Beverage Packaging Holdings (Luxembourg) I S.A. (NZ Law), dated as of November 5, 2009, between Reynolds Group Holdings Limited and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.68 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.9.	General Security Deed, dated as of November 5, 2009, between Reynolds Group Holdings Limited and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.89 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.10.	General Security Deed, dated June 16, 2015, between Beverage Packaging (New Zealand) Limited and Wilmington Trust (London) Limited (previously filed as Exhibit 4.150 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 24, 2016)
2.11.	General Security Deed, dated March 22, 2017, between Beverage Packaging Holdings (Luxembourg) I S.A. and Wilmington Trust (London) Limited, filed herein
2.12.	Global General Security Deed, dated September 29, 2017, between Reynolds Group Holdings Limited, the entities listed therein as initial chargors and Wilmington Trust (London) Limited, filed herein
2.13.	Confirmation and Reaffirmation Letter dated as of September 29, 2017 from Evergreen Packaging International Limited, Reynolds Packaging International Limited and Closure Systems International Limited to Credit Suisse AG, Cayman Islands Branch, The Bank of New York Mellon and Wilmington Trust (London) Limited, filed herein
2.14.	Confirmation and Reaffirmation Letter dated as of October 31, 2017 from Beverage Packaging Holdings I Limited, Beverage Packaging Holdings III Limited, Beverage Packaging Holdings V Limited and Reynolds Group Issuer (New Zealand) Limited to Credit Suisse AG, Cayman Islands Branch, The Bank of New York Mellon and Wilmington Trust (London) Limited, filed herein
2.15.	Composite Supplemental Deed dated as of October 31, 2017 to the Global General Security Deed between Reynolds Group Holdings Limited, Beverage Packaging Holdings III Limited, Beverage Packaging Holdings V Limited, Reynolds Group Issuer (New Zealand) Limited and Wilmington Trust (London) Limited, filed herein
2.16.	Canadian General Security Agreement, dated as of December 2, 2009, between Closure Systems International (Canada) Limited (amalgamated into Pactiv Canada Inc.) and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.113 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.17.	Canadian General Security Agreement, dated as of May 4, 2010, entered into by Evergreen Packaging Canada Limited (previously filed as Exhibit 2.175 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.18.	Deed of Hypothec between Evergreen Packaging Canada Limited and The Bank of New York Mellon as fondé de pouvoir, dated June 28, 2010 (previously filed as Exhibit 2.216 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.19.	Bond Pledge Agreement between Evergreen Packaging Canada Limited and The Bank of New York Mellon as collateral agent, dated June 28, 2010 (previously filed as Exhibit 2.217 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.20.	Bond issued by Evergreen Packaging Canada Limited in favour of The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.218 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.21.	Canadian General Security Agreement, dated as of September 1, 2010, between Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.223 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)

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2.22.	Deed of Hypothec granted by Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour of The Bank of New York Mellon as collateral agent, dated September 1, 2010 (previously filed as Exhibit 2.225 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.23.	Bond Pledge Agreement granted by Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour of The Bank of New York Mellon as collateral agent, dated September 1, 2010 (previously filed as Exhibit 2.226 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.24.	Bond issued by Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour of The Bank of New York Mellon as collateral agent, dated September 1, 2010 (previously filed as Exhibit 2.227 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.25.	Canadian Pledge Agreement, dated as of May 4, 2010, entered into by Evergreen Packaging International B.V. (previously filed as Exhibit 2.176 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.26.	Amending Agreement No 1 to the Canadian Pledge Agreement, dated as of September 6, 2017, entered into by Evergreen Packaging International S.à r.l. (formerly known as Evergreen Packaging International B.V.), filed herein
2.27.	Amending Agreement No 2 to the Canadian Pledge Agreement, dated as of September 29, 2017, entered into by Evergreen Packaging International Limited (formerly known as Evergreen Packaging International S.à r.l.), filed herein
2.28.	Canadian General Security Agreement granted by 798795 Ontario Limited (amalgamated into Pactiv Canada Inc.) in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010 (previously filed as Exhibit 2.240 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.29.	Canadian General Security Agreement granted by Newspring Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010 (previously filed as Exhibit 2.242 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.30.	Canadian General Security Agreement granted by Pactiv Canada Inc. in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010 (previously filed as Exhibit 2.244 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.31.	Deed of Hypothec between Evergreen Packaging Canada Limited and The Bank of New York Mellon as fondé de pouvoir, dated November 16, 2010 (previously filed as Exhibit 2.256 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.32.	Bond Pledge Agreement between Evergreen Packaging Canada Limited and The Bank of New York Mellon as collateral agent, dated November 16, 2010 (previously filed as Exhibit 2.257 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.33.	Bond issued by Evergreen Packaging Canada Limited in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010 (previously filed as Exhibit 2.258 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.34.	Deed of Hypothec between Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) and The Bank of New York Mellon as fondé de pouvoir, dated November 16, 2010 (previously filed as Exhibit 2.259 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.35.	Bond Pledge Agreement between Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) and The Bank of New York Mellon as collateral agent, dated November 16, 2010 (previously filed as Exhibit 2.260 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.36.	Bond issued by Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010 (previously filed as Exhibit 2.261 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.37.	Confirmation and Acknowledgement Agreement dated July 1, 2011 made by Pactiv Canada Inc in favour of The Bank of New York Mellon, filed herein
2.38.	Confirmation and Acknowledgement Agreement dated January 1, 2012 made by Pactiv Canada Inc in favour of The Bank of New York Mellon, filed herein
2.39.	Canadian General Security Agreement dated as of June 30, 2014 by Reynolds Consumer Products Canada Inc. (previously filed as Exhibit 2.650 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
2.40.	Canadian Pledge Agreement dated September 1, 2010 between Reynolds Packaging International B.V. and The Bank of New York Mellon as collateral agent, filed herein
2.41.	Amending Agreement No. 1 to Canadian Pledge Agreement dated as of April 28, 2011 between Reynolds Packaging International B.V. and The Bank of New York Mellon as collateral agent, filed herein
2.42.	Amending Agreement No. 2 to Canadian Pledge Agreement dated as of April 28, 2011 between Reynolds Packaging International B.V. and The Bank of New York Mellon as collateral agent, filed herein
2.43.	Amending Agreement No. 3 to Canadian Pledge Agreement dated as of July 1, 2011 between Reynolds Packaging International B.V. and The Bank of New York Mellon as collateral agent, filed herein
2.44.	Amending Agreement No. 4 to Canadian Pledge Agreement dated as of January 1, 2012 between Reynolds Packaging International B.V. and The Bank of New York Mellon as collateral agent, filed herein
2.45.	Amending Agreement No. 5 to Canadian Pledge Agreement dated as of June 30, 2014 by Reynolds Packaging International B.V. (previously filed as Exhibit 2.651 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
2.46.	Amending Agreement No. 6 to Canadian Pledge Agreement dated as of September 6, 2017 between Reynolds Packaging International S.a r.l (formerly known as Reynolds Packaging International B.V.) and The Bank of New York Mellon as collateral agent, filed herein
2.47.	Amending Agreement No. 7 to Canadian Pledge Agreement dated as of September 29, 2017 between Reynolds Packaging International Limited (formerly known as Reynolds Packaging International S.à r.l.) and The Bank of New York Mellon as collateral agent, filed herein
2.48.	Security Over Shares Agreement in CSI Latin American Holdings Corporation, dated as of December 2, 2009, between Closure Systems International B.V. and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.110 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)

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2.49.	Security Over Shares Agreement in Closure Systems International (UK) Limited, dated as of December 2, 2009, between Closure Systems International B.V. and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.119 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.50.	Deed of Confirmation and Amendment relating to a pledge of shares in Closure Systems International (UK) Limited granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010 (previously filed as Exhibit 2.301 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.51.	Deed of Confirmation and Amendment in respect of a share pledge over Closure Systems International (UK) Limited between Closure Systems International B.V. and The Bank of New York Mellon as collateral agent, dated February 1, 2011 (previously filed as Exhibit 2.349 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.52.	Deed of Confirmation and Amendment relating to a pledge of shares in Closure Systems International (UK) Limited granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011 (previously filed as Exhibit 2.502 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.53.	Deed of Confirmation and Amendment relating to a pledge of shares in Closure Systems International (UK) Limited granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012 (previously filed as Exhibit 2.586 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on December 21, 2012)
2.54.	Security Over Shares Agreement relating to shares in Ivex Holdings, Ltd., dated September 1, 2010, between Reynolds Packaging International B.V. and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.234 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.55.	Deed of Confirmation and Amendment relating to a pledge of shares in Ivex Holdings, Ltd. granted by Reynolds Packaging International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010 (previously filed as Exhibit 2.303 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.56.	Deed of Confirmation and Amendment in respect of a share pledge over Ivex Holdings, Ltd. between Reynolds Packaging International B.V. and The Bank of New York Mellon as collateral agent, dated February 1, 2011 (previously filed as Exhibit 2.352 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.57.	Deed of Confirmation and Amendment relating to a pledge of shares in Ivex Holdings, Ltd. granted by Reynolds Packaging International B.V. in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011 (previously filed as Exhibit 2.496 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.58.	Deed of Confirmation and Amendment relating to a pledge of shares in Ivex Holdings, Ltd. granted by Reynolds Packaging International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012 (previously filed as Exhibit 2.580 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on December 21, 2012)
2.59.	Security Over Cash Agreement dated December 19, 2011 between Reynolds Foil Inc. and The Bank of New York Mellon as collateral agent, filed herein
2.60.	Deed of Confirmation and Amendment relating to an English law security over cash agreement granted by Reynolds Consumer Products LLC (formerly known as Reynolds Foil Inc.). in favour of The Bank of New York Mellon as collateral agent, dated September 28, 2012 (previously filed as Exhibit 2.595 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on December 21, 2012)
2.61.	Security Over Cash Agreement dated March 28, 2012 between Reynolds Presto Products Inc. and The Bank of New York Mellon as collateral agent, filed herein
2.62.	Deed of Confirmation and Amendment relating to an English law security over cash agreement granted by Reynolds Presto Products Inc. in favour of The Bank of New York Mellon as collateral agent, dated September 28, 2012 (previously filed as Exhibit 2.596 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on December 21, 2012)
2.63.	Security over Cash Agreement by Closure Systems International Inc. in favour of The Bank of New York Mellon as collateral agent, dated September 28, 2012 (previously filed as Exhibit 2.597 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on December 21, 2012)
2.64.	Quota Pledge Agreement, dated January 29, 2010, granted by Closure Systems International Holdings, Inc. (US) and Closure Systems International B.V. (Netherlands) in favour of The Bank of New York Mellon as collateral agent and acknowledged by Closure Systems International (Brazil) Sistemas de Vedação Ltda. (previously filed as Exhibit 2.134 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.65.	Amendment to the Quota Pledge Agreement, dated as of May 4, 2010, granted by Closure Systems International B.V. and Closure Systems International Holdings Inc. in favor of The Bank of New York Mellon as collateral agent and acknowledged by Closure Systems International (Brazil) Sistemas de Vedação Ltda. (previously filed as Exhibit 2.186 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.66.	Second Amendment to Quota Pledge Agreement over quotas in Closure Systems International (Brazil) Sistemas de Vedação Ltda. between Closure Systems International B.V. and Closure Systems International Holdings Inc. and The Bank of New York Mellon as collateral agent, dated November 16, 2010 (previously filed as Exhibit 2.249 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.67.	Third Amendment to the Quota Pledge Agreement, dated as of March 2, 2011, granted by Closure Systems International B.V. and Closure Systems International Holdings Inc. in favor of The Bank of New York Mellon as collateral agent and acknowledged by Closure Systems International (Brazil) Sistemas de Vedação Ltda. (previously filed as Exhibit 2.385 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.68.	Amendment to Quota Pledge Agreement over quotas in Closure Systems International (Brazil) Sistemas de Vedação Ltda., dated September 8, 2011, among Closure Systems International B.V., Closure Systems International Holdings Inc. and The Bank of New York Mellon (previously filed as Exhibit 2.444 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)

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2.69.	Fifth Amendment to Quota Pledge Agreement over quotas in Closure Systems International (Brazil) Sistemas de Vedação Ltda., dated November 7, 2012, among Closure Systems International B.V., Closure Systems International Holdings Inc. and The Bank of New York Mellon (previously filed as Exhibit 2.531 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on December 21, 2012)
2.70.	Sixth Amendment to the Quota Pledge Agreement over quotas in Closure Systems International (Brazil) Sistemas de Vedacao Ltda. dated as of February 14, 2014 between The Bank of New York Mellon, Closure Systems International B.V., Closure Systems International Holdings Inc. and Closure Systems International (Brazil) Sistemas de Vadacao Ltda. (previously filed as Exhibit 2.628 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
2.71.	Seventh Amendment to the Quota Pledge Agreement over quotas in Closure Systems International (Brazil) Sistemas de Vedacao Ltda. dated as of December 31, 2014 between The Bank of New York Mellon, Closure Systems International B.V., Closure Systems International Holdings Inc. and Closure Systems International (Brazil) Sistemas de Vadacao Ltda., filed herein
2.72.	Pledge of Quotas Agreement, dated January 29, 2010, entered into by Closure Systems International B.V. over its quotas in CSI Closure Systems Manufacturing de Centro America, S.R.L. in favour of Wilmington Trust (London) Limited as collateral agent (previously filed as Exhibit 2.135 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.73.	Security Over Shares Agreement relating to shares of Closure Systems International (Hong Kong) Limited, dated February 25, 2010, entered into by SIG Finanz AG in favour of Wilmington Trust (London) Limited as collateral agent (previously filed as Exhibit 2.154 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.74.	Deed of Confirmation and Amendment relating to a share charge over shares in Closure Systems International (Hong Kong) Limited between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010 (previously filed as Exhibit 2.282 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.75.	Deed of Confirmation and Amendment in respect of a share pledge over Closure Systems International (Hong Kong) Limited between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated February 1, 2011 (previously filed as Exhibit 2.346 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.76.	Deed of Confirmation and Amendment relating to a share charge over shares in Closure Systems International (Hong Kong) Limited between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011 (previously filed as Exhibit 2.479 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.77.	Deed of Confirmation and Amendment relating to a share charge over shares in Closure Systems International (Hong Kong) Limited between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012 (previously filed as Exhibit 2.562 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on December 21, 2012)
2.78.	Security over Shares Agreement relating to a share charge over 65% shares in Graham Packaging Asia Limited between Graham Packaging Company, L.P. and Wilmington Trust (London) Limited as collateral agent, dated June 1, 2012, filed herein
2.79.	Deed of Confirmation and Amendment relating to a share charge over 65% shares in Graham Packaging Asia Limited between Graham Packaging Company, L.P. and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012 (previously filed as Exhibit 2.563 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on December 21, 2012)
2.80.	Quota Charge Agreement over the quotas in CSI Hungary Manufacturing and Trading Limited Liability Company, dated January 29, 2010, between Closure Systems International B.V., CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited, filed herein
2.81.	Amendment Agreement relating to a Quota Charge Agreement over the quotas in CSI Hungary Manufacturing and Trading Limited Liability Company, dated May 4, 2010, between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent (previously filed as Exhibit 2.205 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.82.	Amendment Agreement No. 2 relating to a Quota Charge Agreement over the quotas in CSI Hungary Manufacturing and Trading Limited Liability Company between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010 (previously filed as Exhibit 2.293 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.83.	Amendment Agreement in respect of a Quota Charge Agreement of CSI Hungary Manufacturing and Trading Limited Liability Company among Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated February 1, 2011 (previously filed as Exhibit 2.348 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.84.	Amendment Agreement in respect of a Quota Charge Agreement of CSI Hungary Manufacturing and Trading Limited Liability Company among Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated February 9, 2011 (previously filed as Exhibit 2.378 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.85.	Amendment Agreement No. 5 relating to a Quota Charge Agreement over quotas in CSI Hungary Manufacturing and Trading Limited Liability Company between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011 (previously filed as Exhibit 2.480 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.86.	Amendment Agreement No. 6 relating to a Quota Charge Agreement over quotas in CSI Hungary Manufacturing and Trading Limited Liability Company between Closure Systems International B.V., CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012, filed herein
2.87.	Amendment Agreement No. 7 relating to a Quota Charge Agreement over quotas in CSI Hungary Manufacturing and Trading Limited Liability Company between Closure Systems International B.V., CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated February 14, 2014, filed herein
2.88.	Equity Interests Pledge Agreement, dated January 29, 2010, representing the capital stock Grupo CSI de Mexico, S. de R.L. de C.V., given by the parent company in favour of The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.146 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)

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2.89.	Acknowledgment Agreement to an equity interests pledge agreement, dated May 4, 2010, between Grupo CSI de Mexico, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo S. de R.L. de C.V., Closure Systems Mexico Holdings LLC and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.207 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.90.	Addendum dated August 16, 2010 to the Equity Interests Pledge Agreement between Grupo CSI de Mexico, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo S. de R.L. de C.V., Closure Systems Mexico Holdings LLC and The Bank of New York Mellon as collateral agent, filed herein
2.91.	Acknowledgment Agreement in respect of the equity/partnership interests pledge agreements between Grupo CSI de México, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V., Closure Systems Mexico Holdings LLC, Evergreen Packaging International B.V., Reynolds Packaging International B.V. and Reynolds Metals Company de México, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent, dated November 16, 2010 (previously filed as Exhibit 2.295 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.92.	Acknowledgment Agreement in respect of an Equity Interests Pledge Agreement and Partnership Interests Pledge Agreement among Closure Systems International B.V., Evergreen Packaging International B.V., Reynolds Packaging International B.V., CSI Mexico LLC, Closure Systems Mexico Holdings LLC and The Bank of New York Mellon, dated February 1, 2011 (previously filed as Exhibit 2.343 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.93.	Acknowledgment of Equity and Partnership Interests Pledge Agreements over Evergreen Packaging Mexico, Reynolds Metals and Maxpack (succeeded by Pactiv Foodservice México, S. de R.L. de C.V.) among Closure Systems International B.V., Evergreen Packaging International B.V., CSI Mexico LLC, Closure Systems Mexico Holdings LLC and The Bank of New York Mellon, dated February 9, 2011 (previously filed as Exhibit 2.382 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.94.	Acknowledgment Agreement in respect of Equity Interests Pledge Agreement between Grupo CSI de México, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V., Closure Systems Mexico Holdings LLC, Evergreen Packaging International B.V., Reynolds Packaging International B.V. and Reynolds Metals Company de México, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent, dated September 8, 2011 (previously filed as Exhibit 2.490 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.95.	Acknowledgment Agreement in respect of Equity Interests Pledge Agreement between Grupo CSI de México, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V., Closure Systems Mexico Holdings LLC, Evergreen Packaging International B.V., Reynolds Packaging International B.V., Pactiv México, S. de R.L. de C.V., Pactiv Foodservice México, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Pactiv LLC and Pactiv International Holdings Inc. and The Bank of New York Mellon as collateral agent, dated November 7, 2012 (previously filed as Exhibit 2.574 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on December 21, 2012)
2.96.	Acknowledgement Agreement dated as of February 14, 2014 between Grupo CSI de Mexico, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S.de R.L. de C.V., Closure Systems Mexico Holdings LLC, Reynolds Packaging International B.V., Pactiv Foodservice Mexico, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A.de C.V., Servicios Industriales Jaguar, S.A.de C.V.,. and The Bank of New York Mellon (previously filed as Exhibit 2.637 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
2.97.	Equity Interests Pledge Agreement, dated April 19, 2011, by Grupo CSI de México, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., Central de Bolsas, S. de R.L. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Pactiv Corporation (now known as Pactiv LLC) and Pactiv International Holdings Inc. in favour of The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.427 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.98.	Assignment Agreement, dated October 15, 2014, between Grupo CSI de Mexico, S. de R.L. de C.V., Pactiv Canada Inc. and The Bank of New York Mellon (previously filed as Exhibit 2.428 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
2.99.	Assignment Agreement, dated October 15, 2014, between Closure Systems International B.V., Pactiv Canada Inc. and The Bank of New York Mellon (previously filed as Exhibit 2.232 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
2.100.	Assignment Agreement, dated December 18, 2014, between Pactiv Canada Inc., Reynolds Packaging International B.V. and The Bank of New York Mellon (previously filed as Exhibit 2.430 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
2.101.	The Assignment Agreement dated March 30, 2015 among Reynolds Packaging International B.V., Reynolds Metals Company de Mexico, S. de R.L. de C.V. and the Bank of New York Mellon, filed herein
2.102.	Partnership Interest Pledge Agreement relating to the Partnership Interest in CSI en Saltillo S. de R.L. de C.V., dated as of January 15, 2014, between Closure Systems International B.V. and The Bank of New York Mellon as collateral agent (English version) (previously filed as Exhibit 2.283 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
2.103.	Share Pledge Agreement relating to the Shares in Pactiv Deutschland Holdinggesellschaft mbH, dated as of March 2, 2011, among Pactiv Hamburg Holdings GmbH, Pactiv Corporation (now known as Pactiv LLC) and The Bank of New York Mellon as collateral agent and pledgee (previously filed as Exhibit 2.423 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.104.	Share Pledge Agreement relating to the Shares in Pactiv Deutschland Holdinggesellschaft mbH, dated as of September 8, 2011, among Pactiv Corporation (now known as Pactiv LLC) and The Bank of New York Mellon as collateral agent and pledgee (previously filed as Exhibit 2.423 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4/A filed on February 9, 2012)
2.105.	Deed of Pledge of Registered Shares in Graham Packaging Holdings B.V., dated as of June 1, 2012, between Graham Packaging Acquisition Corp. as pledgor, Graham Packaging Holdings B.V. as the company and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.603 and incorporated by reference to the Reynolds Notes Issuers' amendment to the annual report on Form 20-F on February 27, 2014)
2.106.	Amendment Agreement in respect of a Deed of Pledge of Registered Shares in the share capital of Graham Packaging Holdings B.V., dated as of December 31, 2013, between Graham Packaging Acquisition Corp. as pledgor, Graham Packaging Holdings B.V. as the company and The Bank of New York Mellon as collateral agent (previously filed as Exhibit 2.602 and incorporated by reference to the Reynolds Notes Issuers' amendment to the annual report on Form 20-F on February 27, 2014)

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2.107.	Amended and Restated Blanket Security Agreement over Shares Agreement, dated November 1, 2014, between The Bank of New York Mellon, the Secured Parties (defined therein) and Closure Systems International B.V. (previously filed as Exhibit 2.435 and incorporated by reference to the Reynolds Notes Issuers' annual report on Form 20-F on February 25, 2015)
2.108.	Pledge over Shares Agreement dated March 20, 2012 between Graham Packaging Company L.P., Graham Packaging European Holdings (Luxembourg) S.à r.l. and The Bank of New York Mellon, filed herein
4.1.	Form of Senior Secured Floating Rate Note due 2021 (included in Exhibit 4.2.1 hereto) (previously filed as Exhibit 2.22.6 and incorporated by reference to exhibit 1 to Reynolds Group Holdings Limited report on Form 6-K filed on June 27, 2016)
4.2.	Form of 5.125% Senior Secured Note due 2023 (included in Exhibit 4.2.1 hereto) (previously filed as Exhibit 2.22.5 and incorporated by reference to exhibit 1 to Reynolds Group Holdings Limited report on Form 6-K filed on June 27, 2016)
4.2.1.	5.125% Senior Secured Notes due 2023 and Senior Secured Floating Rate Notes due 2021 Indenture, dated as of June 27, 2016, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain senior secured note guarantors party thereto, The Bank of New York Mellon as trustee, principal paying agent, transfer agent, collateral agent, calculation agent and registrar, and Wilmington Trust (London) Limited, as additional collateral agent (previously filed as Exhibit 2.6.88 and incorporated by reference to exhibit 1 to Reynolds Group Holdings Limited report on Form 6-K filed on June 27, 2016)
4.2.2.	Form of Supplemental Indenture with respect to guarantor accessions to the 5.125% Senior Secured Notes due 2023 and the Senior Secured Floating Rate Notes due 2021, together with a list identifying the substantially similar agreements not filed, filed herein
4.2.3.	First Senior Secured Notes Supplemental Indenture to the 5.125% Senior Secured Notes due 2023 and the Senior Secured Floating Rate Notes due 2021, dated as of August 1, 2016, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent, filed herein
4.2.4.	Third Senior Secured Notes Supplemental Indenture to the 5.125% Senior Secured Notes due 2023 and the Senior Secured Floating Rate Notes due 2021, dated as of June 30, 2017, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent, filed herein
4.2.5.	Fourth Senior Secured Notes Supplemental Indenture to the 5.125% Senior Secured Notes due 2023 and the Senior Secured Floating Rate Notes due 2021, dated as of October 31, 2017 among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent, filed herein
4.3.	Form of 7.00% Senior Note due 2024 (included in Exhibit 4.3.1 hereto) (previously filed as Exhibit 2.22.7 and incorporated by reference to exhibit 2 to Reynolds Group Holdings Limited report on Form 6-K filed on June 27, 2016)
4.3.1.	7.00% Senior Notes Due 2024 Indenture, dated as of June 27, 2016, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain senior note guarantors party thereto and The Bank of New York Mellon as trustee, principal paying agent, transfer agent, and registrar (previously filed as Exhibit 2.6.89 and incorporated by reference to exhibit 2 to Reynolds Group Holdings Limited report on Form 6-K filed on June 27, 2016)
4.3.2.	Form of Supplemental Indenture with respect to guarantor accessions to the 7.00% Senior Notes due 2024, together with a list identifying the substantially similar agreements not filed, filed herein
4.3.3.	Second Senior Notes Supplemental Indenture to the 7.00% Senior Notes due 2024, dated as of June 30, 2017, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, filed herein
4.3.4.	Third Senior Notes Supplemental Indenture to the 7.00% Senior Notes due 2024, dated as of October 31, 2017, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, filed herein
4.4.	Indenture, dated as of September 29, 1999, by and between Pactiv Corporation (now known as Pactiv LLC) and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.1 to Tenneco Packaging Inc.'s Registration Statement on Form S-4 (No. 333-82923) filed October 4, 1999)
4.4.1.	Second Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of November 4, 1999, between Pactiv Corporation (now known as Pactiv LLC) and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.3(c) to Pactiv Corporation's Quarterly Report on Form 10-Q (No. 1-15157) filed November 18, 1999)
4.4.2.	Fifth Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of November 4, 1999, between Pactiv Corporation (now known as Pactiv LLC) and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.3(f) to Pactiv Corporation's Quarterly Report on Form 10-Q (No. 1-15157) filed November 18, 1999)
4.5.	Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016, among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products LLC, Closure Systems International Inc., Graham Packaging Company Inc., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Closure Systems International Holdings LLC, Closure Systems International B.V., Reynolds Group Holdings Limited, the guarantors party thereto, the lenders from time to time party thereto and Credit Suisse, as administrative agent (previously filed as Exhibit 2.6.90 and incorporated by reference to exhibit 1 to Reynolds Group Holdings Limited report on Form 6-K filed on August 9, 2016)
4.5.1.	Amendment No. 1, dated as of October 4, 2016, related to the Fourth Amended and Restated Credit Agreement, among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products LLC, Closure Systems International Inc., Graham Packaging Company Inc., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Closure Systems International Holdings LLC, Closure Systems International B.V., Reynolds Group Holdings Limited, the guarantors party thereto, the lenders from time to time party thereto and Credit Suisse, as administrative agent (previously filed as Exhibit 2.6.91 and incorporated by reference to exhibit 1 to Reynolds Group Holdings Limited report on Form 6-K filed on October 5, 2016)

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4.5.2.	Incremental Assumption Agreement, dated as of October 7, 2016, among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products LLC, Closure Systems International Inc., Graham Packaging Company Inc., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Closure Systems International Holdings LLC, Closure Systems International B.V., Reynolds Group Holdings Limited, the guarantors party thereto, the lender from time to time party thereto and Credit Suisse, as administrative agent (previously filed as Exhibit 2.6.92 and incorporated by reference to exhibit 1 to Reynolds Group Holdings Limited report on Form 6-K filed on October 7, 2016)
4.5.3.	Incremental Assumption Agreement, dated as of February 7, 2017, among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products LLC, Closure Systems International Inc., Graham Packaging Company Inc., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Closure Systems International Holdings LLC, Closure Systems International B.V., Reynolds Group Holdings Limited, the guarantors party thereto, the lender from time to time party thereto and Credit Suisse, as administrative agent (previously filed as Exhibit 2.6.93 and incorporated by reference to exhibit 1 to Reynolds Group Holdings Limited report on Form 6-K filed on February 7, 2017)
4.5.4.	Form of Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), together with a list identifying the substantially similar agreements not filed, filed herein
4.6.	Form of Indemnity Agreement by Reynolds Group Holdings Limited for the benefit and in favor of certain officers and directors of its subsidiaries, together with a list identifying the substantially similar agreements not filed, filed herein
4.7.	Information Sharing Agreement, dated as of April 7, 2010, between Carter Holt Harvey Limited, Carter Holt Harvey Pulp & Paper Limited, Evergreen Packaging Inc. and Blue Ridge Paper Products Inc. (previously filed as Exhibit 4.96 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
4.8.	Loan Agreement, dated February 15, 2008, between Rank Group Limited as borrower and Rank Group Holdings Limited (now known as Reynolds Group Holdings Limited) (previously filed as Exhibit 4.111 and incorporated by reference to the Reynolds Notes Issuers' registration statement on Form F-4 filed on November 3, 2011)
4.9.	Amended and Restated Purchase and Sale Agreement dated as of March 22, 2017 among the Sellers identified on Annex I thereto, Reynolds Group Holdings Inc., Beverage Packaging Holdings (Luxembourg) I S.A. and NZGT (BPFT) Trustee Limited, in its capacity as Trustee for the Beverage Packaging Factoring Trust (incorporated by reference to exhibit 1 to Reynolds Group Holdings Limited report on Form 6-K filed on March 29, 2017)
4.10.	Receivables Loan and Security Agreement dated as of March 22, 2017 among NZGT (BPFT) Trustee Limited, as Trustee of the Beverage Packaging Factoring Trust, Reynolds Group Holdings Inc., Beverage Packaging Holdings (Luxembourg) I S.A., and the Conduit Lenders, Committed Lenders and Facility Agents from time to time party hereto (incorporated by reference to exhibit 2 to Reynolds Group Holdings Limited report on Form 6-K filed on March 29, 2017)
4.11.	Assignment and Amendment Agreement dated as of March 22, 2017 between Beverage Packaging Factoring (Luxembourg) S.à r.l., NZGT (BPFT) Trustee Limited, in its capacity as trustee of the Beverage Packaging Factoring Trust, Beverage Packaging Holdings (Luxembourg) IV S.à r.l., Beverage Packaging Holdings (Luxembourg) I S.A. and Reynolds Group Holdings Inc. and each party identified on Schedule I to the Agreement (incorporated by reference to exhibit 3 to Reynolds Group Holdings Limited report on Form 6-K filed on March 29, 2017)
4.12.	Performance Undertaking Agreement dated as of March 22, 2017 made by Reynolds Group Holdings Limited, Reynolds Group Holdings Inc., Beverage Packaging Holdings (Luxembourg) I S.A., the other Performance Guarantors identified on Annex I thereto and Cooperative Rabobank U.A., as administrative agent (incorporated by reference to exhibit 4 to Reynolds Group Holdings Limited report on Form 6-K filed on March 29, 2017)
4.13.	Performance Undertaking Agreement dated as of March 22, 2017 made by Reynolds Group Holdings Limited, Cooperative Rabobank U.A., as administrative agent and NZGT (BPFT) Trustee Limited, as Trustee of the Beverage Packaging Factoring Trust (incorporated by reference to exhibit 5 to Reynolds Group Holdings Limited report on Form 6-K filed on March 29, 2017)
4.14.	Subordinated Loan and Intercreditor Agreement dated as of March 22, 2017 between NZGT (BPFT) Trustee Limited, as Trustee of the Beverage Packaging Factoring Trust, Beverage Packaging Holdings (Luxembourg) I S.A. and Cooperative Rabobank U.A., as administrative agent (incorporated by reference to exhibit 6 to Reynolds Group Holdings Limited report on Form 6-K filed on March 29, 2017)
4.15.	Settlement Agreement dated as of November 8, 2016, by and among (i) UCI Holdings Limited and each of its direct and indirect subsidiaries and each of their respective estates; (ii) Rank Group Limited and certain of its affiliates (including Pactiv LLC) and (iii) the Official Committee of Unsecured Creditors appointed in the Cases (as defined in the Settlement Agreement) and (iv) the Noteholders (as defined in the Settlement Agreement) (previously filed as Exhibit 4.148 and incorporated by reference to the Reynolds Notes Issuers' quarterly report on Form 6-K filed on November 8, 2016)
4.16.	Agreement dated as of November 8, 2016, by and among (i) UCI Holdings Limited and each of its direct and indirect subsidiaries, (ii) Pactiv LLC and (iii) the Pension Benefit Guaranty Corporation, a United States government corporation and agency (previously filed as Exhibit 4.149 and incorporated by reference to the Reynolds Notes Issuers' quarterly report on Form 6-K filed on November 8, 2016)
4.17.	Services Agreement dated January 1, 2012 between Rank Group North America, Inc and Reynolds Services, Inc, filed herein
4.18.	Services Agreement dated January 1, 2016 between Rank Group Limited and Reynolds Group Holdings Limited, filed herein
4.19.	Services Agreement dated March 22, 2017 between Rank Group Limited and Beverage Packaging Holdings (Luxembourg) I S.A., filed herein
7.1.	Computation of Ratio of Earnings to Fixed Charges, filed herein
8.1.	List of Subsidiaries, filed herein
12.1.	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
12.2.	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
13.1.	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
13.2.	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
101.INS	XBRL Instance Document, filed herein
101.SCH	XBRL Taxonomy Extension Schema Document, filed herein

96

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document, filed herein
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document, filed herein
101.LAB	XBRL Taxonomy Extension Label Linkbase Document, filed herein
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document, filed herein

97

Reynolds Group Holdings Limited

Consolidated financial statements for the year ended

December 31, 2017

Reynolds Group Holdings Limited

Contents

Index to the Consolidated Financial Statements

Report of independent registered public accounting firm	F-2
Consolidated statements of comprehensive income	F-3
Consolidated statements of financial position	F-4
Consolidated statements of changes in equity (deficit)	F-5
Consolidated statements of cash flows	F-6
Notes to the consolidated financial statements	F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholder and Board of Directors of Reynolds Group Holdings Limited:

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Reynolds Group Holdings Limited and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of comprehensive income, changes in equity (deficit) and cash flows for each of the three years in the period ended December 31, 2017, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements 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 of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits 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. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Chicago, Illinois USA

February 13, 2018

We have served as the Company's auditor since 2009.

F-2

Reynolds Group Holdings Limited

Consolidated statements of comprehensive income

		For the year ended December 31,
(In $ million)	Note	2017		2016		2015
Revenue		10,524		10,646		11,178
Cost of sales	*	(8,202	)	(8,259	)	(8,978	)
Gross profit		2,322		2,387		2,200
Selling, marketing and distribution expenses	*	(277	)	(315	)	(262	)
General and administration expenses	*	(745	)	(855	)	(745	)
Net other income (expenses)	6	(78	)	(72	)	53
Profit from operating activities		1,222		1,145		1,246
Financial income	9	49		169		22
Financial expenses	9	(750	)	(1,042	)	(1,562	)
Net financial expenses		(701	)	(873	)	(1,540	)
Profit (loss) from continuing operations before income tax		521		272		(294	)
Income tax (expense) benefit	10	(81	)	(105	)	(60	)
Profit (loss) from continuing operations		440		167		(354	)
Profit (loss) from discontinued operations, net of income tax	7	(1	)	(6	)	2,672
Profit (loss) for the year		439		161		2,318
Other comprehensive income (loss), net of income tax
Items that may be reclassified into profit (loss)
Exchange differences on translating foreign operations		78		(66	)	(106	)
Reclassification from foreign currency translation reserve		25		—		(452	)
Items that will not be reclassified into profit (loss)
Remeasurement of defined benefit plans	17	154		74		167
Total other comprehensive income (loss), net of income tax		257		8		(391	)
Total comprehensive income (loss)		696		169		1,927
Profit (loss) attributable to:
Equity holder of the Group - continuing operations		438		165		(356	)
Equity holder of the Group - discontinued operations		(1	)	(6	)	2,672
Non-controlling interests		2		2		2
		439		161		2,318
Total comprehensive income (loss) attributable to:
Equity holder of the Group - continuing operations		695		173		(326	)
Equity holder of the Group - discontinued operations		(1	)	(6	)	2,251
Non-controlling interests		2		2		2
		696		169		1,927

* For information on expenses by nature, refer to notes 8, 9, 12, 13, 14, 17 and 23.

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

F-3

Reynolds Group Holdings Limited

Consolidated statements of financial position

		As of December 31,
(In $ million)	Note	2017		2016
Assets
Cash and cash equivalents		617		932
Trade and other receivables, net	11	1,136		1,051
Inventories	12	1,370		1,245
Current tax assets	10	14		21
Assets held for sale		144		26
Derivatives	20	11		7
Other assets		40		50
Total current assets		3,332		3,332
Related party and other non-current receivables	11	352		352
Investments in associates and joint ventures		24		22
Deferred tax assets	10	32		8
Property, plant and equipment	13	2,923		3,010
Intangible assets	14	9,659		9,902
Derivatives	20	281		257
Other assets		79		71
Total non-current assets		13,350		13,622
Total assets		16,682		16,954
Liabilities
Trade and other payables	15	1,116		1,182
Liabilities directly associated with assets held for sale		34		23
Borrowings	16	470		746
Current tax liabilities	10	44		46
Derivatives	20	2		3
Employee benefits	17	213		248
Provisions	18	39		65
Total current liabilities		1,918		2,313
Non-current payables	15	45		40
Borrowings	16	10,919		11,325
Deferred tax liabilities	10	1,014		1,082
Employee benefits	17	1,045		1,162
Provisions	18	89		75
Total non-current liabilities		13,112		13,684
Total liabilities		15,030		15,997
Net assets		1,652		957
Equity
Share capital	19	1,664		1,664
Reserves		(1,728	)	(1,988	)
Retained profits		1,706		1,272
Equity attributable to equity holder of the Group		1,642		948
Non-controlling interests		10		9
Total equity		1,652		957

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

F-4

Reynolds Group Holdings Limited

Consolidated statements of changes in equity (deficit)

(In $ million)	Note	Share capital	Translation of foreign operations		Other reserves(1)			Retained profits (accumulated losses)		Equity (deficit) attributable to equity holder of the Group		Non-controlling interests		Total
Balance at the beginning of the year (January 1, 2015)		1,664	119		(1,678	)		(1,249	)	(1,144	)	19		(1,125	)
Total comprehensive income (loss) for the year:
Profit (loss) after income tax		—	—		—			2,316		2,316		2		2,318
Remeasurement of defined benefit plans, net of income tax	17	—	—		167			—		167		—		167
Foreign currency translation reserve		—	(106	)	—			—		(106	)	—		(106	)
Reclassification of foreign currency translation reserve upon sale of SIG		—	(452	)	—		—	—		(452	)	—		(452	)
Total comprehensive income (loss) for the year		—	(558	)	167			2,316		1,925		2		1,927
Reclassification upon sale of SIG		—	—		(46	)		46		—		—		—
Dividends paid to non-controlling interests		—	—		—			—		—		(5	)	(5	)
Balance as of December 31, 2015		1,664	(439	)	(1,557	)		1,113		781		16		797
Balance at the beginning of the year (January 1, 2016)		1,664	(439	)	(1,557	)		1,113		781		16		797
Total comprehensive income (loss) for the year:
Profit (loss) after income tax		—	—		—			159		159		2		161
Remeasurement of defined benefit plans, net of income tax	17	—	—		74			—		74		—		74
Foreign currency translation reserve		—	(66	)	—			—		(66	)	—		(66	)
Total comprehensive income (loss) for the year		—	(66	)	74			159		167		2		169
Change upon sale of business		—	—		—			—		—		(7	)	(7	)
Dividends paid to non-controlling interests		—	—		—			—		—		(2	)	(2	)
Balance as of December 31, 2016		1,664	(505	)	(1,483	)		1,272		948		9		957
Balance at the beginning of the year (January 1, 2017)		1,664	(505	)	(1,483	)		1,272		948		9		957
Total comprehensive income (loss) for the year:
Profit (loss) after income tax		—	—		—			437		437		2		439
Remeasurement of defined benefit plans, net of income tax	17	—	—		154			—		154		—		154
Foreign currency translation reserve		—	78		—			—		78		—		78
Reclassification of foreign currency translation reserve upon disposal of businesses		—	25		—			—		25		—		25
Total comprehensive income (loss) for the year		—	103		154			437		694		2		696
Change upon sale of business		—	—		3			(3	)	—		—		—
Dividends paid to non-controlling interests		—	—		—			—		—		(1	)	(1	)
Balance as of December 31, 2017		1,664	(402	)	(1,326	)		1,706		1,642		10		1,652

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

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

F-5

Reynolds Group Holdings Limited

Consolidated statements of cash flows

		For the year ended December 31,
(In $ million)	Note	2017		2016		2015
Cash flows from operating activities
Profit (loss)		439		161		2,318
Adjustments for:
Depreciation and amortization		674		707		714
Asset impairment charges		45		45		17
Foreign currency adjustments		1		5		4
Change in fair value of derivatives		—		(18	)	(87	)
(Gain) loss on sale or disposal of businesses and non-current assets		13		3		(2,905	)
Business disposal costs		(1	)	(1	)	(38	)
Share of profit of associates and joint ventures, net of income tax		(2	)	(3	)	(9	)
Net financial expenses		701		873		1,750
Premium on extinguishment of borrowings		(11	)	(122	)	(226	)
Interest paid		(644	)	(909	)	(1,110	)
Income tax expense (benefit)		81		105		118
Income taxes paid, net of refunds received		(196	)	(163	)	(74	)
Change in trade and other receivables		(110	)	9		51
Change in inventories		(151	)	(2	)	138
Change in trade and other payables		12		7		(116	)
Change in provisions and employee benefits		1		176		92
Change in other assets and liabilities		(12	)	3		17
Net cash from operating activities		840		876		654
Cash flows from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets		(410	)	(324	)	(381	)
Purchases of short-term investments		—		—		(200	)
Proceeds from sale of short-term investments		—		—		200
Proceeds from sale of property, plant and equipment and other assets		5		13		23
Proceeds from insurance claims		—		—		26
Disposal of businesses, net of cash disposed		44		149		4,148
Other		2		5		4
Net cash from (used in) investing activities		(359	)	(157	)	3,820
Cash flows used in financing activities
Drawdown of borrowings		452		4,706		150
Repayment of borrowings		(1,221	)	(6,339	)	(4,282	)
Payment of debt transaction costs		(10	)	(110	)	(15	)
Other		(6	)	(6	)	(9	)
Net cash used in financing activities		(785	)	(1,749	)	(4,156	)
Net increase (decrease) in cash and cash equivalents		(304	)	(1,030	)	318
Cash and cash equivalents, net of bank overdrafts, at the beginning of the year		932		1,977		1,587
Cash and cash equivalents classified as assets held for sale at the beginning of the year		3		—		97
Effect of exchange rate fluctuations on cash and cash equivalents		6		(12	)	(25	)
Cash and cash equivalents as of December 31		637		935		1,977
Cash and cash equivalents are comprised of:
Cash and cash equivalents		617		932		1,977
Cash and cash equivalents classified as assets held for sale		20		3		—
Cash and cash equivalents as of December 31		637		935		1,977

F-6

Reynolds Group Holdings Limited

Consolidated statements of cash flows

Significant non-cash financing and investing activities

During the year ended December 31, 2017, related party interest income of $17 million (2016: $17 million; 2015: $19 million) was capitalized as part of the non-current related party receivable balance. Refer to note 21 for additional information.

In August 2017, Rank Group Limited repaid $24 million of the related party loan receivable balance and the Group, by way of a payment direction, repaid $23 million of outstanding related party trade payable balances due to Rank Group Limited and $1 million of outstanding related party borrowings with Packaging Holdings Limited.    

In February 2017, the Group refinanced its Credit Agreement as discussed further in note 16. The refinancing resulted in no actual cash flows other than the payment of fees, which is included above in payment of debt transaction costs. The principal amount outstanding at the time of the refinancing was $3,583 million.

In August 2016, the Group amended its credit agreement as discussed further in note 16. The amount outstanding at the time of the amendment was $2,454 million. The amendment was with the same financial institutions resulting in no actual cash flows other than the repayment of $203 million of principal balance and the payment of fees, which is included above in payment of debt transaction costs.

In February 2015, the Group amended its credit agreement. The amount outstanding at the time of the amendment was $2,439 million. The amendment was with the same financial institutions resulting in no actual cash flows other than the payment of fees, which is included above in payment of debt transaction costs.

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

F-7

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

1.Reporting entity

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

The consolidated financial statements of Reynolds Group Holdings Limited as of and for the year ended December 31, 2017 comprise the Company and its subsidiaries and their interests in associates and jointly controlled entities. Collectively, these entities are referred to as the "Group.”

The Group is principally engaged in the manufacture and supply of consumer food and beverage packaging and storage products, primarily in North America, Asia, Europe and South America.

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

2.    Basis of preparation

2.1    Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and International Financial Reporting Interpretations Committee ("IFRIC") Interpretations as issued by the International Accounting Standards Board ("IASB").

The consolidated financial statements were approved by the Board of Directors (the “Directors”) on February 13, 2018 in Chicago, Illinois (February 14, 2018 in Auckland, New Zealand).

2.2    Going concern

The consolidated financial statements have been prepared using the going concern assumption.

2.3    Basis of measurement

The consolidated financial statements have been prepared under the historical cost convention except for:

• certain components of inventory which are measured at net realizable value;

• defined benefit pension plan liabilities and post-employment medical plan liabilities which are measured under the projected unit credit method; and

• certain assets and liabilities, such as derivatives, which are measured at fair value.

Information disclosed in the consolidated statement of comprehensive income, consolidated statement of changes in equity (deficit) and consolidated statement of cash flows for the current year is for the twelve month period ended December 31, 2017. Information for the comparative years is for the twelve month periods ended December 31, 2016 and December 31, 2015.

2.4    Presentation currency

These consolidated financial statements are presented in U.S. dollars (“$”), which is the Group’s presentation currency.

2.5    Use of estimates and judgements

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

Information about the areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is described in note 4.

2.6    Comparative information

During the year ended December 31, 2015, the Group made an adjustment to correct for an error related to the overstatement of employee benefits liability. The adjustment decreased the employee benefits liability by $19 million, increased deferred tax liabilities by $7 million and increased other comprehensive income by $12 million. The adjustment had no impact on the reported profit for the period, Adjusted EBITDA or the consolidated statement of cash flows. The adjustment did not have a material impact on any current or previously reported interim or annual consolidated financial statements.

During the year ended December 31, 2015, the Group made a cumulative adjustment to correct for amortization expense that was recorded in error since January 2012 at Pactiv Foodservice. The adjustment decreased general and administration expenses and increased intangible assets by $18 million. The impact to profit (loss) for the year was an increase of $11 million in profit. The adjustment had no impact on Adjusted

F-8

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

EBITDA or the consolidated statement of cash flows. The adjustment did not have a material impact on any current or previously reported interim or annual consolidated financial statements.

3.    Significant accounting policies

The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements by all Group entities.

3.1    Basis of consolidation

(a)    Subsidiaries

Subsidiaries are entities controlled by the parent of the Group. Control is achieved when the parent of the Group: has power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns from the investee. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there have been changes to one or more of these three elements of control. The financial statements of the subsidiaries are included in the consolidated financial statements from the date control commences until the date that control ceases.

The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of the acquisition, including the fair value of any contingent consideration and share-based payment awards (as measured in accordance with IFRS 2 “Share Based Payments”) of the acquiree that are mandatorily replaced as a result of the transaction. Transaction costs that the Group incurs in connection with an acquisition are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair value at the acquisition date, irrespective of the extent of any non-controlling interests. Non-controlling interests are initially recognized at their proportionate share of the fair value of the net assets acquired.

During the measurement period, an acquirer can report provisional information for a business combination if by the end of the reporting period in which the combination occurs the accounting is incomplete. The measurement period, however, ends at the earlier of when the acquirer has received all of the necessary information to determine the fair values or one year from the date of the acquisition.

(b)    Joint ventures and associates

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies, generally accompanied by a shareholding of between 20% and 50% of the voting rights. Investments in joint ventures and associates are accounted for using the equity method of accounting.

(c)    Transactions between entities under common control

Common control transactions arise between entities that are under the ultimate ownership of the common sole shareholder, Mr. Graeme Hart.

Acquisitions of businesses under common control are accounted for as follows:

• predecessor value method requires the financial statements to be prepared using predecessor book values without any step up to fair values;

• premium or discount on acquisition is calculated as the difference between the total consideration paid and the book value of the share capital of the acquired entity, and is recognized directly in equity as a component of a separate reserve; and

• the results of operations and cash flows of the acquired entity are included on a restated basis in the financial statements from the date that common control originally commenced (i.e., from the date the business was acquired by Mr. Graeme Hart) as though the entities had always been combined from the common control date forward.

(d)    Transactions eliminated on consolidation

Intra-group balances and unrealized items of income and expense arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

(e)    Transactions with non-controlling interests

The Group accounts for transactions with non-controlling interests as transactions with the equity owner of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

3.2    Foreign currency

(a)    Functional currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company is New Zealand dollars ("NZ$").

F-9

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

(b)    Foreign currency transactions

Foreign currency transactions are converted into the functional currency of the entity using the exchange rates prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency of the respective entities at the exchange rate at that date.

Foreign currency transactional gains or losses are recognized in the statement of comprehensive income as a component of profit or loss, unless the underlying transaction is recognized directly in equity.

(c)    Foreign currency translations

The results of operations and financial position of those entities that have a functional currency different from the presentation currency of the Group are translated into the Group's presentation currency as follows:

(i) assets and liabilities for each statement of financial position presented are translated at the closing exchange rate at the reporting date of the statement of financial position;

(ii) income and expense items for each profit or loss item are translated at average exchange rates;

(iii) items of other comprehensive income are translated at average exchange rates; and

(iv) all resulting exchange differences are recognized as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities are recognized as a component of equity and included in the foreign currency translation reserve. When a foreign operation is sold, such exchange differences are recognized in the statement of comprehensive income as part of the gain or loss on the sale.

(d)    Significant exchange rates

The following significant exchange rates applied during the year:

	Average rate for the year ended December 31,			As of December 31,
	2017	2016	2015	2017	2016
1 €	1.13	1.11	1.11	1.19	1.06
10 MXN	0.53	0.54	0.63	0.51	0.48
1 NZ$	0.71	0.70	0.70	0.71	0.70
1 CA$	0.77	0.75	0.78	0.80	0.74

3.3    Non-derivative financial instruments

Non-derivative financial instruments are comprised of cash and cash equivalents, trade and other receivables, trade and other payables and interest bearing borrowings.

A non-derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of the instrument. Non-derivative financial assets are derecognized if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset. Non-derivative financial liabilities are derecognized if the Group's obligations specified in the contract expire or are discharged or cancelled.

Non-derivative financial instruments are recognized initially at fair value, plus any directly attributable transaction costs for instruments not at fair value through profit or loss. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

Non-derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to offset exists and the Group intends to either settle the instrument net or realize the asset and liability simultaneously.

Upon initial acquisition the Group classifies its financial instruments in one of the following categories, which is dependent on the purpose for which the financial instruments were acquired or assumed.

(a)    Cash and cash equivalents

Cash and cash equivalents are comprised of cash on hand, deposits held at call with banks and other short-term highly liquid investments with maturities of less than three months. Bank overdrafts are included in borrowings and are classified as current liabilities in the statement of financial position except if repayable on demand, in which case they are included separately as a component of current liabilities. In the statement of cash flows, bank overdrafts are included as a component of cash and cash equivalents.

(b)    Loans and receivables

The Group's loans and receivables are comprised of trade and other receivables (including related party receivables) which are stated at their cost less provision for impairment.

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. Given the short-term nature of trade receivables the carrying amount is a reasonable approximation of fair value.

F-10

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

(c)    Other liabilities

Other liabilities are comprised of all non-derivative financial liabilities that are not disclosed as liabilities at fair value through profit or loss. Other liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. The Group's other liabilities are comprised of trade and other payables and interest bearing borrowings, including those with related parties. The Group's other liabilities are measured as follows:

(i) Trade and other payables

Subsequent to initial recognition trade and other payables are stated at amortized cost using the effective interest method.

(ii) Interest bearing borrowings including related party borrowings

On initial recognition, borrowings are stated at fair value less transaction costs that are directly attributable to borrowings. Subsequent to initial recognition interest bearing borrowings are stated at amortized cost. Any difference between the amortized cost and the redemption value is recognized in the statement of comprehensive income over the period of the borrowings, using the effective interest method.

The fair value of non-derivative financial liabilities, which is determined for disclosure purposes, is calculated by discounting the future contractual cash flows at the current market interest rates that are available for similar financial instruments.

3.4    Derivative financial instruments

A derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of an instrument at the trade date.

All derivatives are recognized at fair value based on a valuation model which includes consideration of credit risk, where applicable, and discounts the estimated future cash flows based on the terms and maturity of each contract using forward curves and market interest rates at the reporting date. Transaction costs are expensed as incurred. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognized in the statement of comprehensive income as a component of profit or loss unless the derivative financial instrument qualifies for hedge accounting, and the Group elects to apply hedge accounting.

Derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to offset exists.

Derivative financial assets are derecognized if the Group's contractual rights to the cash flows from the instrument expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset.

Derivative financial liabilities are derecognized if the Group's obligations specified in the contract expire or are discharged or cancelled.

Embedded derivatives are separated from the host contract and accounted for separately if the following conditions are met:

(i) the economic characteristics and risks of the host contract and the embedded derivative are not closely related;

(ii) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and

(iii) the combined instrument is not measured at fair value through profit or loss.

At the time of initial recognition of the embedded derivative an equal adjustment is also recognized against the host contract. The adjustment against the host contract is amortized over the remaining life of the host contract using the effective interest method.

Any embedded derivatives that are separated are measured at fair value with changes in fair value recognized through net financial expenses in the statement of comprehensive income as a component of profit or loss.

3.5    Inventories

(a)    Raw materials, work in progress and finished goods

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

The fair value of inventory acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale.

(b)    Engineering and maintenance materials

Engineering and maintenance materials (representing either critical or long order components) are measured at the lower of cost and net realizable value. The cost of these inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Net realizable value is determined with reference to the cost of replacement of such items in the ordinary course of business compared to the current market prices.

F-11

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

3.6    Property, plant and equipment

(a)    Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor and any other costs directly attributable to bringing the asset to a working condition for its intended use. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.

Property, plant and equipment acquired in a business combination is recorded at fair value, which is based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion. The market value of items of property, plant and equipment is based on the quoted market prices for similar items where available or based on the assessment of appropriately qualified independent valuers.

(b)    Assets under construction

Assets under construction are transferred to the appropriate asset category when they are ready for their intended use. Assets under construction are not depreciated but tested for impairment at least annually or when there is an indication of impairment.

(c)    Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within that part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(d)    Depreciation

Land is not depreciated. Depreciation on other assets is recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the estimated useful life of the asset.

The estimated useful lives for the material classes of property, plant and equipment are as follows:

• Buildings                20 to 50 years

• Plant and equipment            3 to 25 years

• Furniture and fixtures            3 to 20 years

Depreciation methods, useful lives and residual values are reassessed on an annual basis.

Gains and losses on the disposal of items of property, plant and equipment are determined by comparing the proceeds at the time of disposal with the net carrying amount of the asset.

3.7    Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Upon initial recognition the finance leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. The corresponding liability to the lessor is included in borrowings as a finance lease obligation. Subsequent to initial recognition the liability is accounted for at amortized cost using the effective interest method and the asset is accounted for in accordance with the accounting policy applicable to that asset.

Minimum lease payments made under finance leases are apportioned between the finance charges and the reduction of the outstanding liability. The finance charges which are recognized in the statement of comprehensive income as a component of profit or loss are allocated to each period during the lease term so as to reflect a constant rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for in the periods in which the payments are incurred.

Payments made under operating leases are recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the terms of the lease, except when another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. Contingent lease payments arising under operating leases are recognized as an expense in the period in which the payments are incurred. Presently, all payments under operating leases are recognized on a straight-line basis over the term of the lease in the statement of comprehensive income.

In the event that lease incentives are received to enter into an operating lease, such incentives are deferred and recognized as a liability. The aggregated benefits of the lease incentives are amortized as a reduction to the lease expenses on a straight-line basis, except when another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

F-12

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

3.8    Intangible assets

(a)    Goodwill

Goodwill arises on the acquisition of subsidiaries and business operations and is recognized at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer's previously-held equity interest in the acquiree over the fair value of the identifiable net assets recognized. Goodwill is allocated to the operations that are expected to benefit from the business combination in which the goodwill arose after the allocation of purchase consideration is finalized.

Goodwill is not amortized. Goodwill is measured at cost less accumulated impairment losses and is tested at least annually for impairment. Goodwill is monitored for impairment testing at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management purposes.

(b)    Trademarks

Trademarks are measured at cost less accumulated amortization and accumulated impairment losses. Trademarks acquired in a business combination are initially measured at fair value based on the discounted estimated royalty payments that have been avoided as a result of owning the trademark. Certain acquired trademarks are considered indefinite life intangible assets as they represent the value accumulated in the brand which is expected to continue indefinitely into the future and are recognized at cost less accumulated impairment losses.

(c)    Customer relationships

Customer relationships represent the value attributable to purchased long-standing business relationships which have been cultivated over the years with customers. Customer relationships acquired in a business combination are initially recognized at fair value based on the discounted cash flows expected to be derived from the relationship. Customer relationships are amortized using the straight-line method over the estimated remaining useful lives of the relationships, which are based on customer attrition rates and projected cash flows.

(d)    Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technological knowledge and understanding, is recognized in the statement of comprehensive income as a component of profit or loss as incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technologically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labor and overhead costs that are directly attributable to preparing the asset for its intended use. Intangible assets arising from development activities are measured at cost less accumulated amortization and accumulated impairment losses. Other development expenditure that does not qualify for capitalization is recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(e)    Other intangible assets

Other intangible assets comprise permits, software, technology and patents. Other intangible assets that have finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses. Other intangible assets that have indefinite useful lives are carried at cost less accumulated impairment losses.

(f)    Subsequent costs

Subsequent costs with respect to intangible assets are capitalized only when the expenditure increases the future economic benefits embodied in the specific asset to which the expenditure relates and it can be reliably measured. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(g)    Amortization

Amortization is recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and indefinite life intangibles, from the date that the intangible assets are available for use.

The estimated useful lives for the material classes of amortizable intangible assets are as follows:

• Trademarks             5 to 15 years

• Customer relationships            6 to 25 years

• Software/technology            3 to 15 years

• Patents             5 to 14 years

3.9    Impairment

The carrying amounts of the Group's assets are reviewed regularly and at least annually to determine whether there is any objective evidence of impairment. An impairment loss is recognized whenever the carrying amount of an asset, cash generating unit ("CGU") or group of

F-13

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

CGUs exceeds its recoverable amount. Impairment losses directly reduce the carrying amount of assets and are recognized in the statement of comprehensive income as a component of profit or loss.

(a)    Impairment of loans and receivables

The Group's loans and receivables that are carried at amortized cost are assessed for impairment using the present value of estimated future cash flows. Long duration receivables are discounted using their original effective interest rate, while short duration receivables are not discounted.

Impairment is assessed on all instruments that are considered individually significant, based on that specific instrument's exposure. For trade receivables that are not individually significant, impairment is assessed on a portfolio basis, utilizing historical loss experiences on similarly aged portfolios.

The criteria that the Group uses to determine whether there is objective evidence of an impairment loss include:

• significant financial difficulty of the issuer or obligor;

• a breach of contract, such as default or delinquency with respect to interest or principal repayment; or

• observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio.

(b)    Non-financial assets

The carrying amounts of the Group's non-financial assets, including goodwill and indefinite life intangible assets, are reviewed at least annually to determine whether there is any indication of impairment. If any such indicators exist then the asset's or CGU's recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, recoverable amounts are estimated at least annually and whenever there is an indication that they may be impaired.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. A CGU is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognized in the statement of comprehensive income as a component of profit or loss. Impairment losses recognized with respect to a segment are allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amount of the other non-financial assets in the CGU on a pro rata basis.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. In assessing the fair value less costs to sell for goodwill and certain trademarks, the forecasted future Adjusted EBITDA (as defined in note 5) to be generated by the asset or segment being assessed is multiplied by a relevant market indexed multiple ("earnings multiple"). The fair value less cost to sell of the Reynolds® and Hefty® trademarks is first evaluated at the trademark level using the relief from royalty method. If no indication of impairment is identified, no further measurement is required. If the relief from royalty method indicates a possible impairment, the trade name is tested at the branded CGU level. Fair value at the branded CGU level would be determined based on estimated future cash flows that are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU.

Indefinite life intangible assets other than goodwill and the Reynolds® and Hefty® trademarks discussed above consist primarily of the Graham Packaging trademark and permits associated with various production plants. The fair value less cost to sell for other indefinite life intangible assets are evaluated at the applicable CGU level.

With respect to assets other than goodwill, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's revised carrying amount will not exceed the net carrying amount that would have been determined if no impairment loss had been recognized.

3.10    Assets and liabilities classified as held for sale and discontinued operations

(a)    Assets and liabilities classified as held for sale

Assets (or disposal groups comprised of assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. They are stated at the lower of carrying amount and fair value less costs to sell. Upon reclassification the Group ceases to depreciate or amortize non-current assets classified as held for sale. Impairment losses on initial classification of an asset to being held for sale and subsequent gains or losses on remeasurement are recognized in the statement of comprehensive income as a component of profit or loss. Gains are not recognized in excess of any prior cumulative impairment losses.

(b)    Discontinued operations

A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operation that has been disposed of or is held for sale, or is a subsidiary or business acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is revised as if the operation had been discontinued from the start of the earliest comparative period.

F-14

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

3.11    Employee benefits

(a)    Pension obligations

The Group operates various defined contribution and defined benefit plans.

(i)    Defined contribution plans

A defined contribution plan is a plan under which the employee and the Group pay fixed contributions to a separate entity. The Group has no legal or constructive obligation to pay further contributions in relation to an employee's service in the current and prior years. The Group's contributions are recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(ii)    Defined benefit plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on factors such as age, years of service and compensation.

The Group's net obligation with respect to defined benefit plans is calculated separately for each plan by estimating the amount of the future benefits that employees have earned in return for their service in the current and prior years. These benefits are then discounted to determine the present value of the Group's obligations. The discount rate used is the yield on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have maturity dates approximating the terms of the Group's obligations. The Group's net obligation is then determined with reference to the fair value of the plan assets (if any). The calculations are performed by qualified actuaries using the projected unit credit method.

Remeasurements of the net defined benefit liability, which include actuarial gains and losses and the return on plan assets (excluding calculated interest) are recognized in the period of remeasurement in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the beginning net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other plan expenses are recognized in profit or loss.

Past service costs are recognized as an expense in profit or loss at the earlier of the plan amendment or curtailment, or when the related restructuring or termination benefits are recognized.

The Group also participates in a limited number of multi-employer pension plans. To the extent that sufficient information is not available to use defined benefit plan accounting, the Group accounts for its participation in the multi-employer plan as if it were a defined contribution plan.

(b)    Short-term employee benefits

Short-term employee benefits are measured on an undiscounted basis and are expensed in the statement of comprehensive income as a component of profit or loss as the related services are provided. A provision is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans and outstanding annual leave balances if the Group has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee and the obligation can be estimated reliably.

(c)    Post-employment medical plans

In certain jurisdictions the Group sponsors a number of defined benefit medical plans for certain existing employees and retirees. Typically these plans are unfunded and define a level of medical care that the individual will receive.

The Group's net obligation is calculated separately for each plan by estimating the current and future use of these services by eligible employees and the current and expected future medical costs associated with such services, which are discounted to determine their present value. The discount rate used is the yield on bonds that are denominated in the currency and jurisdiction in which the benefits will be paid and that have maturity dates approximating the terms of the Group's obligations. The calculations are performed by qualified actuaries using the projected unit credit method with the use of mortality tables published by government agencies.

Past service costs are recognized in the statement of comprehensive income as a component of profit or loss in the current year.

(d)    Termination benefits

Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date. Termination benefits for voluntary redundancies are recognized if the Group has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted and the number of acceptances can be estimated reliably.

3.12    Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic resources will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision for the passage of time is recognized in financial expenses in the statement of comprehensive income as a component of profit or loss.

F-15

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

(a)    Legal

The Group is subject to litigation in the ordinary course of operations. Provisions for legal claims are recognized when estimated costs associated with settling current legal proceedings are considered probable. Provisions may include estimated legal and other fees associated with settling these claims.

(b)    Restructuring

A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been publicly announced. Business closure and rationalization provisions can include such items as employee severance or termination pay, site closure costs and onerous leases. No provision is made for future operating costs.

(c)    Asset retirement obligations

A provision for decommissioning costs is recognized when the Group has an obligation to fulfill certain requirements upon the disposal of particular assets.

3.13    Self-insured employee obligations

(a)    Self-insured employee workers' compensation

The Group is self-insured with respect to its workers' compensation obligations in the United States. As a component of its self-insured status the Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for companies of similar size. As of December 31, 2017, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities (based on the Group's historical claims) relating to these claims are included in provisions.

(b)    Self-insured employee health insurance

The Group is self-insured for certain employee health insurance. The Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for companies of similar size. As of December 31, 2017, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities (based on the Group's historical claims) relating to these claims are included in employee benefits.

3.14    Equity

(a)    Share capital

Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

(b)    Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations from their functional currencies to the Group's presentation currency.

(c)    Other reserves

The other reserves comprise balances resulting from transactions between entities under common control and remeasurement gains and losses arising on defined benefit plans.

In accordance with the Group's accounting policy for transactions between entities under common control (refer to note 3.1(c)), the Group has recognized in other reserves the difference between the total consideration paid for the businesses acquired and the book value of the share capital of the parent companies acquired for the transactions which occurred on November 5, 2009, May 4, 2010 and September 1, 2010.

3.15    Revenue

Revenue consists primarily of the sale of goods and is measured at the fair value of the consideration received or receivable net of returns and allowances, trade discounts, volume rebates and other customer incentives. Revenue is recognized when the significant risks and rewards of ownership have been substantially transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.

Transfers of risks and rewards of ownership vary depending on the individual terms of the contract of sale and occur either upon shipment of the goods or upon receipt of the goods and/or their installation at a customer location.

3.16    Financial income and expenses

Financial income is comprised of interest income, foreign currency gains and gains on derivative financial instruments in respect of financing activities that are recognized in the statement of comprehensive income as a component of profit or loss. Interest income is recognized as it accrues using the effective interest method.

F-16

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Financial expenses are comprised of interest expense, amortization of capitalized transaction costs, foreign currency losses, losses on early extinguishment of debt, borrowing costs not qualifying for capitalization and losses on derivative financial instruments with respect to financing activities that are recognized in the statement of comprehensive income as a component of profit or loss.

3.17    Income tax

Income tax expense is comprised of current and deferred tax. Income tax expense is recognized in the statement of comprehensive income as a component of profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case it is recognized with the associated items on a net basis.

Current tax is the expected tax payable (refundable) on the taxable income for the year using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable (refundable) with respect to previous years.

Deferred tax is recognized using the balance sheet method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future and the Group is in a position to control the timing of the reversal of the temporary differences. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date.

Deferred tax assets are recognized when the Group considers it more likely than not that the deferred tax asset will be recoverable. In determining if a deferred tax asset is recoverable, the Group considers the adequacy of future taxable income, including the reversal of taxable temporary differences, forecasted earnings, and available tax planning strategies. The recoverability of deferred tax assets is reviewed at each reporting date.

Deferred income tax assets and liabilities of the same taxing jurisdiction are netted in the consolidated statement of financial position only to the extent that there is a legally enforceable right to offset current tax assets and current tax liabilities, the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxing authority and are expected to be settled on a net basis or realized simultaneously.

For subsidiaries in which the earnings are not considered to be permanently reinvested, the additional tax consequences of future dividend distributions are provided for in the consolidated statement of financial position.

3.18    Sales tax, value added tax and goods and services tax

All amounts (including cash flows) are shown exclusive of sales tax, value added tax ("VAT") and goods and services tax ("GST") to the extent the taxes are reclaimable, except for receivables and payables that are stated inclusive of sales tax, VAT and GST.

3.19    New and revised accounting standards and interpretations

(a)Interpretations and amendments to existing standards effective in 2017

In January 2016, the IASB issued an amendment to IAS 7, “Statement of Cash Flows” (“IAS 7”). The amendment clarifies that entities shall provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendment to IAS 7 is effective for annual periods beginning on or after January 1, 2017. The Group has evaluated the disclosure requirements of the amendment and has provided additional disclosures in note 16.

There have been no other interpretations or amendments to existing standards effective in 2017 that have an impact on the Group's financial statements.

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

The following standards and amendments to existing standards are not yet effective for the year ended December 31, 2017, and have not been applied in preparing these consolidated financial statements:

In June 2017, the IASB issued IFRIC Interpretation 23, “Uncertainty over Income Tax Treatments.” IFRIC 23 is to be applied while performing the determination of taxable profit or loss, tax bases, unused tax losses, unused tax credits and tax rates when there is uncertainty over income tax treatments under IAS 12. According to IFRIC 23, companies need to determine the probability of the relevant tax authority accepting each tax treatment, or group of tax treatments, that the companies have used or plan to use in their income tax filing which has to be considered to compute the most likely amount or the expected value of the tax treatment when determining taxable profit or loss, tax bases, unused tax losses, unused tax credits and tax rates. The interpretation is effective for annual periods beginning on or after January 1, 2019, although early adoption is permitted. The adoption of this interpretation is not expected to have a material impact on the Group's consolidated financial statements.

In January 2016, the IASB issued IFRS 16 “Leases.” The new standard supersedes IAS 17 "Leases" and related interpretations, and its objective is to ensure that lessees and lessors provide relevant information in a manner that faithfully represents those transactions. IFRS 16 introduces a single lessee accounting model whereby a lessee is required to record a right-to-use asset for all leases with a term that is greater than 12 months, unless the underlying asset is of low value, and a lease liability, and the subsequent amortization of the right-to-use asset over the lease term. As IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17, a lessor will continue to classify its leases as operating leases or finance leases and to account for those two types of leases differently. IFRS 16 is effective from January 1, 2019, with early adoption allowed only if IFRS 15 "Revenue from Contracts with Customers" is also adopted. The Group is currently assessing the impact of adopting IFRS 16.

F-17

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

In July 2014, the IASB issued the final version of IFRS 9 “Financial Instruments.” IFRS 9 replaces the guidance in International Accounting Standard ("IAS") 39 “Financial Instruments: Recognition and Measurement” and contains revised requirements in relation to the classification, measurement and presentation of financial instruments, including derivatives. It also includes guidance on hedge accounting and impairment testing of financial instruments. IFRS 9 will be effective for periods beginning on or after January 1, 2018. The adoption of this new standard is not expected to have a material impact on the Group's financial statements.

In May 2014, the IASB issued IFRS 15 “Revenue from Contracts with Customers.” IFRS 15 contains a revised revenue recognition framework. The effective date of the new standard is January 1, 2018. The Group is completing its evaluation of the impact of this new standard, particularly with respect to revenue streams for customer specific goods. The impact of the adoption of IFRS 15 will not have a material impact on the Group’s financial statements. The Group will adopt IFRS 15 under the modified retrospective transition method, with no change to the comparative financial information. The cumulative impact of the transition adjustment will be recognized in the statement of financial position as of January 1, 2018. Under this transition method, the Group will provide supplemental additional disclosure to highlight the impact of IFRS 15. The Group is continuing to evaluate the new disclosure requirements contained in IFRS 15.

4.    Critical accounting estimates and assumptions

In the process of applying the Group's accounting policies management has made certain estimates and assumptions about the carrying amounts of assets and liabilities, income and expenses and the disclosure of contingent assets and liabilities. The key assumptions concerning the future and other key sources of uncertainty with respect to estimates at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial reporting period are:

4.1Impairment of assets

(a)    Goodwill and indefinite life intangible assets

Determining whether goodwill is impaired requires estimation of the recoverable values of a segment, which is the lowest level within the Group at which goodwill is monitored for internal management purposes. Determining whether indefinite life intangible assets are impaired requires estimation of the recoverable values of a CGU or group of CGUs to which these assets have been allocated. Recoverable values have been based on the higher of fair value less costs to sell and value in use (as appropriate for the asset being reviewed). Significant judgment is involved with estimating the fair value of a segment. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the segment and a suitable discount rate in order to calculate present value. Details regarding the carrying amount of goodwill and indefinite life intangible assets and the assumptions used in impairment testing are provided in note 14.

(b)    Other assets

Other assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A change in the Group's intended use of certain assets, such as a decision to rationalize manufacturing locations, may trigger a future impairment.

4.2Income taxes

Determining the Group's worldwide income tax provision and income tax liability requires significant judgment and the use of accounting estimates and assumptions, some of which are highly uncertain. Each taxing jurisdiction's laws are complex and subject to differing interpretations by the taxpayer and the respective taxing authorities. Significant judgment is required in evaluating the Group's tax positions, including evaluating uncertainties. To the extent actual results differ from these estimates in future periods and depending on the tax strategies that the Group may implement, the Group's financial position may be directly affected.

4.3Realization of deferred tax assets

Deferred tax assets represent deductions available to reduce taxable income in future years. The Group evaluates the recoverability of deferred tax assets by assessing the adequacy of future taxable income, including reversal of taxable temporary differences, forecasted earnings and available tax planning strategies. The forecasts of future taxable income rely heavily on the use of estimates. The Group recognizes deferred tax assets when the Group considers it more likely than not that the deferred tax asset will be recoverable. Refer to note 10.2 regarding provisionally determined amounts as a result of the recent changes in U.S. federal tax legislation.

4.4Measurement of obligations under defined benefit plans

The Group operates a number of defined benefit pension plans. Amounts recognized under these plans are determined using actuarial methods. These actuarial valuations involve assumptions regarding discount rates, expected salary increases and life expectancy. These assumptions are reviewed at least annually and reflect estimates as of the measurement date.

Any change in these assumptions will impact the amounts reported in the statements of financial position, as well as net pension expense or income that may be recognized in future years.

4.5Promotional and trade allowances

In arriving at net sales, the Group estimates the amount of deductions from sales that are likely to be earned or taken by customers in conjunction with incentive programs or the amount of consumer incentives to be utilized. These incentives include volume rebates and early payment discounts for consumer programs. In addition, in certain of its businesses, the Group pays slotting fees and participates in customer pricing programs that provide price discounts to the ultimate end-users of its products in the form of redeemable coupons. Estimates for each of these programs are

F-18

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

based on historical and current market trends which are affected by the business seasonality and competitiveness of promotional programs being offered. Estimates are reviewed quarterly for possible revisions.

5.    Segment reporting

The Group’s reportable business segments are as follows:

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

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

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

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

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

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

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

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

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

The SIG segment is presented as a discontinued operation. SIG is a manufacturer of aseptic carton packaging systems for both beverage and liquid food products. SIG has a global customer base with a significant presence in Europe. Refer to note 7 for additional information.

F-19

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Business segment reporting

	For the year ended December 31, 2017
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Total external revenue	2,807		3,237		2,147		1,448		885		—		10,524
Total inter-segment revenue	152		492		—		114		16		(774	)	—
Total segment revenue	2,959		3,729		2,147		1,562		901		(774	)	10,524
Gross profit	853		721		323		276		155		(6	)	2,322
Expenses and other income	(283	)	(319	)	(188	)	(79	)	(103	)	(128	)	(1,100	)
Earnings before interest and tax (“EBIT”) from continuing operations	570		402		135		197		52		(134	)	1,222
Financial income													49
Financial expenses													(750	)
Profit (loss) from continuing operations before income tax													521
Income tax (expense) benefit													(81	)
Profit (loss) from continuing operations													440
Earnings before interest and tax (“EBIT”) from continuing operations	570		402		135		197		52		(134	)	1,222
Depreciation and amortization from continuing operations	86		205		257		59		66		1		674
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	656		607		392		256		118		(133	)	1,896

F-20

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	For the year ended December 31, 2017
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice	Graham Packaging		Evergreen	Closures	Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	656		607	392		256	118	(133	)	1,896
Included in EBITDA:
Asset impairment charges, net of reversals	—		36	7		—	2	—		45
(Gain) loss on sale or disposal of businesses and non-current assets	—		11	(6	)	—	6	(1	)	10
Non-cash pension expense, net of settlement gain	—		—	—		—	—	58		58
Operational process engineering-related consultancy costs	3		12	—		—	—	—		15
Related party management fee	—		—	—		—	—	31		31
Restructuring costs, net of reversals	5		8	4		2	4	—		23
Other	(4	)	3	—		—	1	—		—
Adjusted EBITDA from continuing operations	660		677	397		258	131	(45	)	2,078
Segment assets (excluding intercompany balances)	4,122		4,743	4,430		1,163	1,147	1,077		16,682
Included in segment assets are:
Additions to property, plant and equipment	55		104	136		63	31	3		392
Additions to intangible assets	2		2	4		3	—	1		12
Segment liabilities (excluding intercompany balances)	596		881	814		386	255	12,098		15,030

F-21

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	For the year ended December 31, 2016
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Total external revenue	2,790		3,254		2,223		1,467		912		—		10,646
Total inter-segment revenue	146		494		—		113		16		(769	)	—
Total segment revenue	2,936		3,748		2,223		1,580		928		(769	)	10,646
Gross profit	873		691		335		315		173		—		2,387
Expenses and other income	(307	)	(333	)	(202	)	(88	)	(108	)	(204	)	(1,242	)
Earnings before interest and tax (“EBIT”) from continuing operations	566		358		133		227		65		(204	)	1,145
Financial income													169
Financial expenses													(1,042	)
Profit (loss) from continuing operations before income tax													272
Income tax (expense) benefit													(105	)
Profit (loss) from continuing operations													167
Earnings before interest and tax (“EBIT”) from continuing operations	566		358		133		227		65		(204	)	1,145
Depreciation and amortization from continuing operations	92		223		269		57		65		1		707
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	658		581		402		284		130		(203	)	1,852

F-22

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	For the year ended December 31, 2016
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	658		581		402		284		130		(203	)	1,852
Included in EBITDA:
Asset impairment charges, net of reversals	—		28		11		—		6		—		45
Non-cash change in multi-employer pension plan withdrawal liability	—		(1	)	—		(10	)	—		—		(11	)
Non-cash pension expense, net of settlement gain	—		—		—		—		—		124		124
Operational process engineering-related consultancy costs	—		21		—		—		—		—		21
Related party management fee	—		—		—		—		—		40		40
Restructuring costs, net of reversals	—		31		12		1		5		—		49
Unrealized (gain) loss on derivatives	(8	)	(7	)	—		(3	)	(2	)	—		(20	)
Other	—		9		(4	)	(2	)	(1	)	1		3
Adjusted EBITDA from continuing operations	650		662		421		270		138		(38	)	2,103
Segment assets (excluding intercompany balances)	4,047		4,797		4,489		1,130		1,195		1,296		16,954
Included in segment assets are:
Additions to property, plant and equipment	43		85		109		73		28		2		340
Additions to intangible assets	1		—		2		1		—		—		4
Segment liabilities (excluding intercompany balances)	808		1,215		1,028		411		254		12,281		15,997

F-23

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	For the year ended December 31, 2015
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Total external revenue	2,796		3,414		2,447		1,553		968		—		11,178
Total inter-segment revenue	173		544		—		100		14		(831	)	—
Total segment revenue	2,969		3,958		2,447		1,653		982		(831	)	11,178
Gross profit	743		620		364		310		164		(1	)	2,200
Expenses and other income	(237	)	(177	)	(207	)	(79	)	(92	)	(162	)	(954	)
Earnings before interest and tax (“EBIT”) from continuing operations	506		443		157		231		72		(163	)	1,246
Financial income													22
Financial expenses													(1,562	)
Profit (loss) from continuing operations before income tax													(294	)
Income tax (expense) benefit													(60	)
Profit (loss) from continuing operations													(354	)
Earnings before interest and tax (“EBIT”) from continuing operations	506		443		157		231		72		(163	)	1,246
Depreciation and amortization from continuing operations	96		211		282		57		68		—		714
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	602		654		439		288		140		(163	)	1,960

F-24

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	For the year ended December 31, 2015
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	602		654		439		288		140		(163	)	1,960
Included in EBITDA:
Asset impairment charges, net of reversals	—		6		7		—		4		—		17
Non-cash pension expense	—		—		—		—		—		65		65
Operational process engineering-related consultancy costs	—		18		—		—		—		—		18
Related party management fee	—		—		—		—		—		59		59
Restructuring costs, net of reversals	—		1		1		—		7		—		9
Unrealized (gain) loss on derivatives	(21	)	(77	)	(1	)	(3	)	(4	)	—		(106	)
Other	—		—		(1	)	(3	)	—		1		(3	)
Adjusted EBITDA from continuing operations	581		602		445		282		147		(38	)	2,019

F-25

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Information about geographic area

The Group's revenue from external customers from continuing operations and information about its segment assets (total non-current assets excluding financial instruments, non-current receivables and deferred tax assets) by geographic origin are detailed below. In presenting information on a geographic basis, revenue and assets have been reported based on the location of the business operations.

(In $ million)	United States	Remaining North American Region	Asia	Europe	South America	Other	Total
Total external revenue
For the year ended December 31, 2017	8,962	632	449	319	152	10	10,524
For the year ended December 31, 2016	9,006	620	462	383	164	11	10,646
For the year ended December 31, 2015	9,376	686	480	423	196	17	11,178
Non-current assets
As of December 31, 2017	11,861	279	179	213	79	74	12,685
As of December 31, 2016	12,102	272	231	288	92	20	13,005

There was no revenue from external customers in New Zealand, where the Company is domiciled, for any years presented. There were $49 million in non-current assets in New Zealand as of December 31, 2017 (2016: none).

Information about major customers

The Group had revenue from transactions with a single external customer amounting to 10% or more of the Group's revenue. The revenue attributable to this customer during the years ended December 31, 2017 and 2016 was $1,163 million and $1,104 million, respectively, and is reported in the Reynolds Consumer Products segment. The Group did not have revenue from transactions with a single external customer amounting to 10% or more of the Group's revenue during the year ended December 31, 2015.

Information about major product lines

Supplemental information on net sales by major product line for continuing operations is set forth below:

	For the year ended December 31,
(In $ million)	2017		2016		2015
Foodservice packaging	3,729		3,748		3,958
Food and beverage plastic containers	1,487		1,541		1,704
Waste and storage products	1,157		1,166		1,205
Cooking products	1,071		1,060		1,060
Caps and closures	901		928		982
Carton packaging	774		809		835
Non-food plastic containers	660		682		743
Tableware	731		710		704
Liquid packaging board	453		414		443
Paper products	335		357		375
Inter-segment eliminations	(774	)	(769	)	(831	)
Total revenue	10,524		10,646		11,178

F-26

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

6.    Net other income (expenses)

	For the year ended December 31,
(In $ million)	2017		2016		2015
Asset impairment charges, net of reversals	(45	)	(45	)	(17	)
Gain (loss) on sale or disposal of businesses and non-current assets	(11	)	(4	)	3
Net foreign currency exchange gains (losses)	(2	)	(10	)	12
Related party management fee (refer to note 21)	(31	)	(40	)	(59	)
Unrealized gain (loss) on derivatives (refer to note 20)	—		18		114
Other	11		9		—
Net other income (expenses)	(78	)	(72	)	53

7.    Discontinued operations and assets and liabilities held for sale

On March 13, 2015, the sale of the SIG segment to Onex Corporation was finalized. Net proceeds of $4,149 million were received, including the settlement of final closing adjustments. In November 2016, an additional amount of €150 million was paid by Onex Corporation based on the financial performance of SIG during fiscal year 2015. In June 2017, an additional amount of €10 million was paid by Onex Corporation based on the financial performance of SIG during fiscal year 2016. All eligible earn-out proceeds have now been collected.

Based on the sale proceeds, the related book values of the net assets disposed of and the effect of the reclassification of foreign exchange, the pre-tax gain on sale of SIG was $2,903 millionfor the year ended December 31, 2015 as detailed below:

(In $ million)	For the year ended December 31, 2015
Cash proceeds received	4,233
Disposal costs	(5	)
Net proceeds received	4,228
Contingent consideration receivable	169
Indemnification reserve	(12	)
Details of net assets disposed of:
Cash and cash equivalents, net of bank overdrafts	84
Trade and other receivables, net	204
Current tax assets	3
Inventories	191
Deferred tax assets	33
Property, plant and equipment	795
Intangible assets	982
Investment in associates and joint ventures	112
Other current and non-current assets	177
Trade and other payables	(278	)
Current tax liabilities	(52	)
Deferred tax liabilities	(61	)
Provisions and employee benefits	(192	)
Other current and non-current liabilities	(64	)
Net assets disposed of	1,934
Gain on sale before reclassification of foreign currency translation reserve	2,451
Reclassification of foreign currency translation reserve	452
Gain on remeasurement or disposal	2,903

F-27

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

The results of SIG have been presented as discontinued operations for all years presented. The results and cash flows of the discontinued operations are detailed below:

	For the year ended December 31,
(In $ million)	2017		2016		2015
Results of discontinued operations
Revenue	—		—		334
Expenses	—		—		(507	)
Profit (loss) before income tax	—		—		(173	)
Income tax expense	—		—		(6	)
Profit (loss) from discontinued operations prior to gain on disposal	—		—		(179	)
Gain (loss) on remeasurement or disposal	(1	)	(6	)	2,903
Tax expense on disposal	—		—		(52	)
Gain (loss) on remeasurement or disposal, net of tax	(1	)	(6	)	2,851
Profit (loss) from discontinued operations	(1	)	(6	)	2,672
Cash flows from (used in) discontinued operations
Net cash from (used in) operating activities	—		(7	)	(16	)
Net cash used in investing activities	—		—		(27	)
Net cash used in financing activities	—		—		—
Net cash from (used in) discontinued operations	—		(7	)	(43	)

Assets held for sale, and liabilities directly associated with assets held for sale, as of December 31, 2017 include amounts associated with certain of Graham Packaging's and Closures' operations in Asia and Pactiv Foodservice's minor operations in Spain and the UK.

8.    Personnel expenses

Personnel expenses recognized in continuing operations in the statements of comprehensive income were $2,058 million for the year ended December 31, 2017 (2016: $2,122 million; 2015: $2,061 million). Personnel expenses include salaries, wages, employee related taxes, short-term employee benefits, pension benefits (including plans assumed), post-employment medical benefits, other long-term employee benefits and non-cash pension expense related to the exit from a multi-employer pension plan. For additional details related to the post-employment benefit plans, refer to note 17.

There were no personnel expenses recognized in discontinued operations in the statements of comprehensive income for the years ended December 31, 2017 and 2016 (2015: $68 million).

F-28

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

9.    Financial income and expenses

	For the year ended December 31,
(In $ million)	2017		2016		2015
Interest income	3		5		3
Interest income on related party loans (refer to note 21)	17		17		19
Net gain in fair value of derivatives	29		134		—
Net foreign currency exchange gain	—		13		—
Financial income	49		169		22
Interest expense:
Securitization Facility	(13	)	(9	)	(8	)
Credit Agreement	(146	)	(119	)	(110	)
Reynolds Notes:
7.125% Senior Secured Notes due 2019	—		(26	)	(57	)
7.875% Senior Secured Notes due 2019	—		(27	)	(64	)
5.750% Senior Secured Notes due 2020	(186	)	(186	)	(186	)
6.875% Senior Secured Notes due 2021	(44	)	(65	)	(69	)
Floating Rate Senior Secured Notes due 2021	(35	)	(16	)	—
5.125% Senior Secured Notes due 2023	(82	)	(41	)	—
8.500% Senior Notes due 2018	—		(28	)	(63	)
9.000% Senior Notes due 2019	—		(28	)	(73	)
9.875% Senior Notes due 2019	—		(83	)	(147	)
8.250% Senior Notes due 2021	(4	)	(75	)	(82	)
7.000% Senior Notes due 2024	(56	)	(29	)	—
2013 Notes:
5.625% Senior Notes due 2016	—		(30	)	(36	)
6.000% Senior Subordinated Notes due 2017	—		(18	)	(35	)
Pactiv Notes:
8.125% Debentures due 2017	(11	)	(24	)	(24	)
6.400% Notes due 2018	(1	)	(1	)	(1	)
7.950% Debentures due 2025	(22	)	(22	)	(22	)
8.375% Debentures due 2027	(17	)	(17	)	(17	)
Amortization of:
Transaction costs	(17	)	(28	)	(33	)
Fair value adjustment of acquired notes	1		2		2
Embedded derivatives	7		8		9
Net loss in fair value of derivatives	—		—		(198	)
Net foreign currency exchange loss	(44	)	—		(32	)
Loss on extinguishment of debt(a)(b)(c)	(67	)	(168	)	(305	)
Other	(13	)	(12	)	(11	)
Financial expenses	(750	)	(1,042	)	(1,562	)
Net financial expenses	(701	)	(873	)	(1,540	)

(a) The 2017 loss on extinguishment of debt included $56 million related to the write-off of unamortized transaction costs and embedded derivatives arising from the repurchase of the 8.250% Senior Notes, the Credit Agreement refinancing and the 2017 Securitization Facility refinancing as well as $11 million of redemption premiums related to the repurchase of the 8.250% Senior Notes and 5.750% Senior Secured Notes due 2020.

(b) The 2016 loss on extinguishment of debt included $125 million of redemption premiums and tender fees related to the repurchase of certain senior secured notes and senior notes using the proceeds from the issuance of the 5.125% Senior Secured Notes due 2023, the Floating Rate Senior Secured Notes due 2021 and the 7.000% Senior Notes due 2024, available cash and additional borrowings under the previous Securitization Facility. Also included is $43 million related to the write-off of unamortized transaction costs and embedded derivatives arising from the repurchase of these notes.

(c) The 2015 loss on extinguishment of debt included $296 million related to the write-off of unamortized transaction costs, embedded derivatives, repayment premiums and transaction costs arising from the repayment of certain amounts of senior secured notes and senior notes using the proceeds from the sale of SIG as well as the credit agreement amendment. Also included is the fair value adjustment on the 7.125% Senior Secured Notes due 2019 which included an $8 million redemption premium and $1 million of accelerated amortization of transaction costs.

Refer to note 16 for information on the Group's borrowings.

F-29

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

10.    Income tax

	For the year ended December 31,
(In $ million)	2017		2016		2015
Current tax (expense) benefit
Current year	(201	)	(123	)	(89	)
Adjustments for prior years	2		(1	)	—
	(199	)	(124	)	(89	)
Deferred tax (expense) benefit
Origination and reversal of temporary differences	100		16		23
Recognition of previously unrecognized tax losses and temporary differences	24		—		10
Adjustments for prior years	(6	)	3		(4	)
	118		19		29
Income tax (expense) benefit	(81	)	(105	)	(60	)

In addition to the above amounts, the Group has recognized tax expense of $25 million directly in other comprehensive income for the year ended December 31, 2017 (2016: $45 million tax expense; 2015: $99 million tax expense).

10.1    Reconciliation of income tax expense

	For the year ended December 31,
(In $ million)	2017		2016		2015
Profit (loss) from continuing operations before income tax	521		272		(294	)
Income tax using the New Zealand tax rate of 28%	(146	)	(76	)	83
Effect of tax rates in foreign jurisdictions	(57	)	(21	)	(3	)
Non-deductible expenses and permanent differences	(30	)	(14	)	(25	)
Tax exempt income and income at a reduced tax rate	9		2		3
Currency translation (gain) loss	25		11		(14	)
Domestic manufacturing deduction	13		13		—
Withholding tax	(10	)	(5	)	(6	)
Deemed mandatory repatriation	(5	)	—		—
Tax rate modifications	339		—		—
Write-off of previously recognized deferred tax assets	(228	)	—		(31	)
Recognition of deferred tax asset for previously unrecognized tax losses	24		—		8
Change in unrecognized tax losses and temporary differences	(21	)	(15	)	(66	)
Tax on unremitted earnings	9		(1	)	(7	)
Over (under) provided in prior periods	(4	)	2		(4	)
Other	1		(1	)	2
Total income tax (expense) benefit	(81	)	(105	)	(60	)

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

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the "Act"). In general, the Act (i) reduces the U.S. federal tax rate from a maximum of 35% to a flat rate of 21%, effective January 1, 2018; (ii) introduces amendments restricting the Group’s ability to utilize the benefit of previously disallowed interest expense; (iii) imposes a deemed mandatory repatriation tax on certain deferred foreign earnings of the Group while introducing a participation exemption tax system; and (iv) on a prospective basis, starting with the year ending December 31, 2018, changes the computation of the Group’s U.S. federal income tax, including the introduction of new components of income tax which may apply to the Group.

As of December 31, 2017, the Group has recognized provisional tax impacts based on reasonable estimates. The ultimate tax impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretation and assumptions made by the Group, additional regulatory guidance that may be issued and actions taken by the Group as a result of the Act. These reasonable estimates are incorporated in the (i) remeasurement of deferred taxes from a tax rate of 35% to 21%; (ii) evaluation of whether the existing deferred tax asset associated with carried forward interest deductions continues to exist after December 31, 2017; and (iii) quantification of the transition tax associated with the introduction of the participation exemption tax system.

As detailed in note 10.1, the reduction in the U.S. federal tax rate from 35% to 21% has resulted in a tax benefit of $339 million that is recognized in the income statement for the year ended December 31, 2017. The reduction in the U.S. federal tax rate from 35% to 21% has also resulted in a tax benefit of $42 million for the year ended December 31, 2017 that has been recognized directly in equity. Further adjustments to these amounts may be required as the interaction between the Act and U.S. state income tax legislation is finalized.

F-30

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

As of December 31, 2016, the Group had recognized a deferred tax asset of $562 million in respect of the expected future benefit from carried forward interest deductions. The Group has provisionally determined that it is more likely than not that the benefit will continue to be available under the Act. However, as the Act introduces new restrictions on the ability to claim interest deductions, the Group has provisionally determined that the future benefit that is probable of recovery is significantly less than the previously recognized deferred tax asset. This has resulted in a provisionally determined tax expense of $228 million for the year ended December 31, 2017, which reflects the Group’s current interpretations as to how future adjusted taxable income will be computed, and the overall estimated impact of the Act on projections of taxable income.

As detailed in note 10.1, the Group has recognized tax expense of $5 million for the estimated liability arising from the deemed mandatory repatriation of earnings associated with the introduction of a participation exemption tax system. This estimated amount includes provisional interpretations as to how foreign earnings and profits should be measured on an interim basis.

10.3    Current tax assets and liabilities

Current tax assets of $14 million as of December 31, 2017 (2016: $21 million) represent the amount of income taxes recoverable with respect to current and prior years and arise from the payment of tax in excess of the amounts due to the relevant tax authorities. Current tax liabilities of $44 million as of December 31, 2017 (2016: $46 million) represent the amount of income taxes payable with respect to current and prior years.

10.4    Movement in recognized deferred tax assets and liabilities

(In $ million)	Derivatives		Property, plant and equipment		Intangible assets		Employee benefits		Tax loss carry-forwards		Interest		Other items		Net deferred tax assets (liabilities)
Balance as of January 1, 2016	(33	)	(583	)	(1,763	)	490		110		501		230		(1,048	)
Recognized in profit or loss	(66	)	26		46		47		(13	)	61		(82	)	19
Recognized in equity	—		—		—		(43	)	—		—		(2	)	(45	)
Other	—		1		6		(2	)	—		—		(5	)	—
Balance as of December 31, 2016	(99	)	(556	)	(1,711	)	492		97		562		141		(1,074	)
Recognized in profit or loss	26		197		612		(214	)	(12	)	(450	)	(41	)	118
Recognized in equity	—		—		—		(20	)	—		—		(5	)	(25	)
Other	—		(1	)	(3	)	—		—		—		3		(1	)
Balance as of December 31, 2017	(73	)	(360	)	(1,102	)	258		85		112		98		(982	)

	As of December 31,
(In $ million)	2017		2016
Included in the statement of financial position as:
Deferred tax assets - non-current	32		8
Deferred tax liabilities - non-current	(1,014	)	(1,082	)
Total recognized net deferred tax liabilities	(982	)	(1,074	)

10.5    Unrecognized deferred tax liabilities

To the extent that dividends are expected to be remitted from overseas subsidiaries, joint ventures and associates, and would result in additional income taxes payable, appropriate amounts have been provided for in the statements of financial position. No deferred tax liabilities have been provided for unremitted earnings of the Group's overseas subsidiaries when these amounts are considered permanently reinvested in the businesses of these subsidiaries. As of December 31, 2017, the unrecognized deferred tax liabilities associated with unremitted earnings totaled approximately $35 million.

10.6    Unrecognized deferred taxes

	As of December 31,
(In $ million)	2017	2016
Deductible (taxable) temporary differences	239	22
Tax losses	344	512
Total unrecognized deferred tax assets	583	534

The tax losses of the Group expire over different time intervals depending on local jurisdiction requirements. Certain deductible temporary differences do not expire under current tax legislation in the jurisdiction where the differences arose. Deferred tax assets have not been recognized with respect to these items because it is not probable that future taxable profit will be available against which the Group can utilize the benefit.

F-31

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

11.    Trade and other receivables, net

	As of December 31,
(In $ million)	2017		2016
Trade receivables	1,067		976
Provision for impairment	(8	)	(13	)
Total trade receivables, net of provision for impairment	1,059		963
Related party receivables (refer to note 21)	8		10
Other receivables	69		78
Total current trade and other receivables, net	1,136		1,051
Related party receivables (refer to note 21)	329		330
Other receivables	23		22
Total non-current receivables	352		352

11.1    Aging of trade receivables, net of provision for impairment

	As of December 31,
(In $ million)	2017	2016
Current	954	887
Past due 1 to 30 days	73	58
Past due 31 to 60 days	13	5
Past due 61 to 90 days	8	6
Past due more than 90 days	11	7
Balance at the end of the year	1,059	963

12.    Inventories

	As of December 31,
(In $ million)	2017		2016
Raw materials and consumables	391		331
Work in progress	161		163
Finished goods	717		654
Engineering and maintenance materials	116		115
Provision against inventories	(15	)	(18	)
Total inventories	1,370		1,245

During the year ended December 31, 2017, the raw materials elements of inventories recognized in continuing operations in the statements of comprehensive income as a component of cost of sales totaled approximately $4.6 billion (2016: $4.6 billion; 2015: $5.3 billion).

During the year ended December 31, 2017, write-downs of inventories to net realizable value were $6 million (2016: $8 million; 2015: $12 million). Reversals of write-downs during 2017 were $3 million (2016: $2 million; 2015: $2 million). The inventory write-downs and reversals are included in cost of sales.

During the years ended December 31, 2017 and 2016, there were no raw materials elements of inventories recognized in discontinued operations in the statements of comprehensive income (2015: $0.2 billion).

F-32

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

13.    Property, plant and equipment

(In $ million)	Land		Buildings and improvements		Plant and equipment		Capital work in progress		Finance leased assets		Total
As of December 31, 2017
Cost	170		903		4,931		300		28		6,332
Accumulated depreciation	—		(431	)	(2,916	)	—		(12	)	(3,359	)
Accumulated impairment losses	—		—		(50	)	—		—		(50	)
Carrying amount as of December 31, 2017	170		472		1,965		300		16		2,923
As of December 31, 2016
Cost	168		888		4,862		226		28		6,172
Accumulated depreciation	—		(390	)	(2,712	)	—		(10	)	(3,112	)
Accumulated impairment losses	—		—		(50	)	—		—		(50	)
Carrying amount as of December 31, 2016	168		498		2,100		226		18		3,010
Carrying amount as of January 1, 2017	168		498		2,100		226		18		3,010
Additions	—		2		—		390		—		392
Capitalization of borrowing costs	—		—		—		3		—		3
Disposals	—		—		(10	)	—		—		(10	)
Depreciation for the year	—		(50	)	(367	)	—		(2	)	(419	)
Impairment losses, net of reversals	—		—		(9	)	(1	)	—		(10	)
Other transfers	(1	)	18		235		(320	)	—		(68	)
Effect of movements in exchange rates	3		4		16		2		—		25
Carrying amount as of December 31, 2017	170		472		1,965		300		16		2,923
Carrying amount as of January 1, 2016	171		538		2,269		186		20		3,184
Additions	—		—		—		340		—		340
Capitalization of borrowing costs	—		—		—		3		—		3
Disposals	—		(3	)	(3	)	—		—		(6	)
Depreciation for the year	—		(51	)	(392	)	—		(2	)	(445	)
Impairment losses, net of reversals	—		(5	)	(38	)	(1	)	—		(44	)
Other transfers	(1	)	24		273		(300	)	—		(4	)
Effect of movements in exchange rates	(2	)	(5	)	(9	)	(2	)	—		(18	)
Carrying amount as of December 31, 2016	168		498		2,100		226		18		3,010

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

	For the year ended December 31,
(In $ million)	2017	2016	2015
Cost of sales	411	436	452
General and administration expenses	8	9	11
Total depreciation expense	419	445	463

During the year ended December 31, 2017, the Group incurred $10 million of impairment losses, net of reversals (2016: $44 million; 2015: $17 million). The recognition and reversal of impairment charges is included in net other income (expenses) in the statements of comprehensive income as a component of profit or loss.

Refer to note 16 for details of security granted over property, plant and equipment and other assets.

F-33

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

14.    Intangible assets

(In $ million)	Goodwill		Trademarks		Customer relationships		Technology & software		Other		Total
As of December 31, 2017
Cost	5,465		1,763		3,321		883		102		11,534
Accumulated amortization	—		(83	)	(1,189	)	(573	)	(24	)	(1,869	)
Accumulated impairment losses	—		—		—		—		(6	)	(6	)
Carrying amount as of December 31, 2017	5,465		1,680		2,132		310		72		9,659
As of December 31, 2016
Cost	5,431		1,763		3,357		878		103		11,532
Accumulated amortization	—		(79	)	(1,035	)	(493	)	(22	)	(1,629	)
Accumulated impairment losses	—		—		—		—		(1	)	(1	)
Carrying amount as of December 31, 2016	5,431		1,684		2,322		385		80		9,902
Carrying amount as of January 1, 2017	5,431		1,684		2,322		385		80		9,902
Additions	—		—		—		10		2		12
Disposals	(1	)	—		—		(4	)	—		(5	)
Amortization for the year	—		(4	)	(168	)	(80	)	(3	)	(255	)
Impairment losses	—		—		—		—		(5	)	(5	)
Transfers to assets held for sale	19		—		(42	)	—		(2	)	(25	)
Other transfers	—		—		—		(1	)	—		(1	)
Effect of movements in exchange rates	16		—		20		—		—		36
Carrying amount as of December 31, 2017	5,465		1,680		2,132		310		72		9,659
Carrying amount as of January 1, 2016	5,447		1,689		2,512		463		81		10,192
Additions	—		—		—		2		2		4
Disposals	(5	)	—		—		—		—		(5	)
Amortization for the year	—		(5	)	(174	)	(80	)	(3	)	(262	)
Impairment losses	(1	)	—		(1	)	—		—		(2	)
Effect of movements in exchange rates	(10	)	—		(15	)	—		—		(25	)
Carrying amount as of December 31, 2016	5,431		1,684		2,322		385		80		9,902

During the year ended December 31, 2017, goodwill disposed of is attributable to the disposal of certain Graham Packaging and Closures businesses.

During the year ended December 31, 2016, goodwill disposed of is attributable to the deconsolidation of a business that had a non-controlling interest. 

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

	For the year ended December 31,
(In $ million)	2017	2016	2015
Cost of sales	42	41	42
General and administration expenses	213	221	209
Total amortization expense	255	262	251

During the year ended December 31, 2015, the Group recognized an $18 million benefit from a cumulative adjustment to correct for amortization expense related to customer relationships that was recorded in error since January 2012 at Pactiv Foodservice.

Refer to note 16 for details of security granted over the Group's intangible assets.

14.1    Impairment testing for indefinite life intangible assets

Goodwill, certain trademarks and certain other intangible assets are the only intangibles with indefinite useful lives and therefore are not subject to amortization. Instead, they are tested for impairment at least annually (as of December 31) as well as whenever there is an indication that they may be impaired. Goodwill is tested at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management purposes. Indefinite life intangible assets are tested at a group of CGUs that supports the indefinite life intangible assets.

The aggregate carrying amounts of goodwill and indefinite life intangible assets allocated to each segment for purposes of impairment testing are as follows:

F-34

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	As of December 31,
	2017			2016
(In $ million)	Goodwill	Trademarks	Other	Goodwill	Trademarks	Other
Reynolds Consumer Products	1,913	850	—	1,913	850	—
Pactiv Foodservice	1,697	526	59	1,689	526	63
Graham Packaging	1,412	251	—	1,410	251	—
Evergreen	67	34	—	67	34	—
Closures	376	—	—	352	—	—
Total	5,465	1,661	59	5,431	1,661	63

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell.

For goodwill and certain indefinite lived trademarks the estimated fair value has been determined at the segment level using the 2017 Adjusted EBITDA or forecasted 2018 Adjusted EBITDA expected to be generated multiplied by an earnings multiple. The key assumptions in developing the forecasted Adjusted EBITDA include management's assessment of future trends in the segment's industry and are based on both external and internal sources. The forecasted 2018 Adjusted EBITDA has been prepared by segment management using certain key assumptions including selling prices, sales volumes and costs of raw materials. The forecasted 2018 Adjusted EBITDA is subject to final review by the Group's Chief Operating Decision Maker. Earnings multiples reflect recent sale and purchase transactions and comparable company EBITDA trading multiples in the same industry. The earnings multiples applied for December 31, 2017 ranged between 7.5x and 10x. Costs to sell were estimated to be 1%-1.5% of the fair value of each segment depending on the magnitude of the fair value.

In connection with the goodwill impairment test, the Group determined that Graham Packaging's goodwill was not impaired, but the value of the segment exceeded its carrying amount of $3.4 billion by approximately 4% (2016: 5%). A change of approximately 2% in the forecasted EBITDA, forecasted cash flows, discount rate or the estimated earnings multiple for Graham Packaging could result in a goodwill impairment.

The estimated fair value less cost to sell of the Reynolds® and Hefty® trademarks is first evaluated at the trademark level using the relief from royalty method. The royalty rates were based on observed royalty rates in the market, arm's-length royalty agreements, profit split analysis and previous transactions. The royalty rates applied ranged between 1% and 7%. The growth rates used to estimate future revenues were based on past performance, external market growth assumptions and the Group's experience of growth rates achievable in the Group's key markets. The revenue growth rates applied ranged up to 5%. The discount rate of 8.3% was based on market factors and costs to sell were estimated to be 1.5% of the fair value of each asset.

During the year ended December 31, 2017, there was $4 million of impairment of indefinite life intangible assets and no impairment of goodwill (2016: $2 million; 2015: none). It is reasonably possible that within the next 12 months, the Group could recognize goodwill or indefinite life intangible assets impairment charges in Graham Packaging if there are declines in profitability due to changes in sales volume, pricing, cost or the business environment. These changes could cause the Group to record impairment charges in future periods, which could be material.

F-35

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

15.    Trade and other payables

	As of December 31,
(In $ million)	2017	2016
Trade payables	646	660
Accrued interest	132	151
Related party payables (refer to note 21)	33	60
Other payables and accrued expenses	305	311
Total current trade and other payables	1,116	1,182
Non-current payables	45	40

F-36

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

16.    Borrowings

As of December 31, 2017, the Group was in compliance with all of its covenants.

The Group's borrowings are detailed below:    

	As of December 31,
(In $ million)	2017		2016
Securitization Facility	420		407
Credit Agreement	3,576		3,578
Reynolds Notes:
Reynolds Senior Secured Notes:
5.750% Senior Secured Notes due 2020	3,137		3,237
6.875% Senior Secured Notes due 2021	645		645
Floating Rate Senior Secured Notes due 2021	750		750
5.125% Senior Secured Notes due 2023	1,600		1,600
Reynolds Senior Notes:
8.250% Senior Notes due 2021	—		345
7.000% Senior Notes due 2024	800		800
Pactiv Notes:
8.125% Debentures due 2017	—		300
6.400% Notes due 2018	16		16
7.950% Debentures due 2025	276		276
8.375% Debentures due 2027	200		200
Related party borrowings	—		1
Other borrowings	20		24
Total principal amount of borrowings	11,440		12,179
Transaction costs	(77	)	(136	)
Embedded derivatives	32		40
Original issue discounts, net of premiums	(6	)	(12	)
Carrying value	11,389		12,071
Current borrowings	470		746
Non-current borrowings	10,919		11,325
Total borrowings	11,389		12,071

16.1        Securitization Facility

On March 22, 2017, the Group entered into a new $600 million securitization facility (the “2017 Securitization Facility”), of which $452 million was drawn on the closing date. The proceeds and cash were used to repay and extinguish all amounts outstanding under the previous securitization facility and pay transaction fees and expenses. The 2017 Securitization Facility matures on March 22, 2022. Consistent with the previous facility: (i) the amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables; (ii) the 2017 Securitization Facility is secured by all of the assets of the borrower, which are primarily the eligible trade receivables and cash; and (iii) the terms of the arrangement do not result in the derecognition of the trade receivables by the Group. The 2017 Securitization Facility has an interest rate equal to one-month LIBOR with a 0% floor, plus a margin of 1.75% per annum. As of December 31, 2017, $420 million was drawn under the 2017 Securitization Facility.

16.2        Credit Agreement

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

F-37

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	Currency	Maturity date	Facility value (in million)	Value drawn or utilized as of December 31, 2017 (in million)	Applicable interest rate as of December 31, 2017
Term Tranches
U.S. Term Loans	$	February 5, 2023	3,315	3,282	LIBOR (floor of 0.000%) + 2.750%
European Term Loans	€	February 5, 2023	249	247	EURIBOR (floor of 0.000%) + 3.250%
Revolving Tranche(1)
U.S. Revolving Loans	$	August 5, 2021	302	62	—

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

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

Refer to note 9 for the loss recognized on the extinguishment of borrowings as a result of the write-off of unamortized debt issuance costs.

On September 29, 2017, the interest rate margin applicable to the outstanding U.S. and European term loans was reduced by 0.25% per annum to 2.750% per annum and 3.250% per annum, respectively, due to certain upgrades in RGHL’s credit rating.

On August 5, 2016, the Group amended and restated the Credit Agreement to, among other things, (i) reduce the applicable margin on the U.S. term loans by 25 basis points and increase the applicable margin on the European term loans by 25 basis points, (ii) reduce the EURIBOR floor on the European term loans by 100 basis points to 0.000%, (iii) restructure the revolving tranches into a $302 million facility and (iv) make certain other changes to the covenants contained in the Credit Agreement, including removing the quarterly financial ratio covenant for the Term Loan borrowings.

Also on August 5, 2016, the Group used the proceeds from the additional $250 million of 5.125% Senior Secured Notes due 2023 issued on August 1, 2016, together with the incurrence of the new Credit Agreement discussed above and available cash, to repay all amounts outstanding under the previous Credit Agreement and to pay transaction costs.

On October 7, 2016, the Group incurred $1,350 million of additional U.S. term loans under the Credit Agreement. The Group used the net proceeds, together with available cash, to repay all of the outstanding aggregate principal amount of 5.625% Senior Notes due 2016 and 9.875% Senior Notes due 2019, $500 million aggregate principal amount of 8.250% Senior Notes due 2021, $350 million aggregate principal amount of 6.875% Senior Secured Notes due 2021 and to pay redemption premiums and transaction costs.

The Company and certain members of the Group have guaranteed on a senior basis the obligations under the Credit Agreement and related documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations under the Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the Reynolds Senior Secured Notes.

Indebtedness under the Credit Agreement may be voluntarily repaid in whole or in part and must be mandatorily repaid in certain circumstances. The borrowers also make quarterly amortization payments of 0.25% of the principal amount of term loans outstanding on February 7, 2017. The borrowers are required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% or 0% if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due in 2017 or are due in 2018 for the year ended December 31, 2017.

The Credit Agreement contains customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the Credit Agreement. In addition, total assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 25% or less of the adjusted consolidated total assets of the Group as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available, and the aggregate of the EBITDA of the non-guarantor companies is required to be 25% or less of the consolidated EBITDA of the Group for the period of four consecutive fiscal quarters of the Company for which financial statements are available, in each case calculated in accordance with the Credit Agreement (the "Guarantor Coverage Test") which may differ from the measure of Adjusted EBITDA as disclosed in note 5. If the Group is unable to meet the Guarantor Coverage Test, the Group will be required to add additional subsidiary guarantors as necessary to satisfy such requirements. Provided that the Group meets the Guarantor Coverage Test, the Group has the ability to designate certain non-U.S. companies as excluded subsidiaries which would result in such non-U.S. companies no longer guaranteeing the Credit Agreement and being released from their guarantees of the Reynolds Notes (as defined below).

The Credit Agreement also contains a total secured leverage ratio covenant not to exceed 5.00 to 1.00 on a pro forma basis. This covenant applies if the aggregate revolving credit exposure (excluding any exposure in respect of undrawn letters of credit) as of the last day of a fiscal quarter exceeds 35% of the total commitments under the revolving credit facility on such day.

16.3        Reynolds Notes

The Group's borrowings as of December 31, 2017 issued by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (New Zealand) Limited (together, the "Reynolds Notes Issuers") are summarized below:

F-38

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	Maturity date	Interest payment dates
5.750% Senior Secured Notes due 2020	October 15, 2020	April 15 and October 15
6.875% Senior Secured Notes due 2021	February 15, 2021	February 15 and August 15
Floating Rate Senior Secured Notes due 2021(1)	July 15, 2021	January 15, April 15, July 15 and October 15
5.125% Senior Secured Notes due 2023(2)	July 15, 2023	January 15 and July 15; commencing January 15, 2017
7.000% Senior Notes due 2024	July 15, 2024	January 15 and July 15; commencing January 15, 2017

(1) The Floating Rate Senior Secured Notes due 2021 were issued at an issue price of 99.000% and have an interest rate equal to the three-month Dollar LIBOR plus 3.500% reset quarterly. In July 2016, the Group entered into an interest rate swap agreement to mitigate the interest rate risk exposure of the Floating Rate Senior Secured Noted due 2021. While the Group has elected not to adopt hedge accounting, the economic effect of this derivative is that the effective interest rate on the Floating Rate Senior Secured Notes due 2021 is 4.670% from October 15, 2016.

(2) $250 million aggregate principal amount of 5.125% Senior Secured Notes due 2023 were issued at an issue price of 103.500%.

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

On December 15, 2017, the Group repaid $100 million aggregate principal amount of 5.750% Senior Secured Notes due 2020 at a redemption price of 101.438%, plus accrued and unpaid interest.

During the year ended December 31, 2016, the Group repaid an aggregate principal amount of $1,568 million of Reynolds Senior Secured Notes and $3,214 million of Reynolds Senior Notes.

Refer to note 9 for the loss recognized on the reduction in borrowings as a result of premiums incurred and the write-off of unamortized debt issuance costs.

Refer to note 27 for details regarding changes to certain of the Reynolds Notes subsequent to December 31, 2017.

Assets pledged as security for borrowings

The shares in Beverage Packaging Holdings I Limited ("BP I") (a wholly owned subsidiary of the Company) have been pledged as collateral to support the obligations under the Credit Agreement and the Reynolds Senior Secured Notes. In addition, the BP I and certain subsidiaries of BP I have pledged certain of their assets (including shares and equity interests) as collateral to support the obligations under the Credit Agreement and the Reynolds Senior Secured Notes.

Certain guarantee and security arrangements

All of the guarantors of the Credit Agreement have guaranteed the obligations under the Reynolds Notes to the extent permitted by law.

Certain guarantors have granted security over certain of their assets to support the obligations under the Reynolds Senior Secured Notes. This security is expected to be shared on a first priority basis with the creditors under the Credit Agreement.

Reynolds Notes indentures restrictions

The respective indentures governing the Reynolds Notes all contain customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the respective indentures governing the Reynolds Notes.

Early redemption option and change in control provisions

Under the respective indentures governing the Reynolds Notes, the Reynolds Notes Issuers, at their option, can elect to redeem the Reynolds Notes under terms and conditions specified in the respective indentures. The terms of the early redemption constitute an embedded derivative. In accordance with the Group's accounting policy for embedded derivatives, the Group has recognized embedded derivatives in relation to the redemption provisions of the indentures governing the respective Reynolds Notes.

Under the respective indentures governing the Reynolds Notes in certain circumstances which would constitute a change in control, the holders of the Reynolds Notes have the right to require the Reynolds Notes Issuers to repurchase the Reynolds Notes at a premium.

16.4         2013 Notes

On June 27, 2016, the Group repurchased $538 million aggregate principal amount of the 6.000% Senior Subordinated Notes due 2017 pursuant to a tender offer for the notes. Also on June 27, 2016, the Group irrevocably deposited with the trustee an amount in cash to satisfy and discharge its obligations under the indenture for the remaining $52 million of the 6.000% Senior Subordinated Notes due 2017 which were redeemed on July 27, 2016 at a redemption price of 100% of the principal thereof, plus accrued and unpaid interest.

On October 30, 2016, the Group repurchased the remaining $642 million of the 5.625% Senior Notes due 2016 at a redemption price of 100% of the principal thereof, plus accrued and unpaid interest.

F-39

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

16.5    Pactiv Notes

As of December 31, 2017, the Group had outstanding the following notes and debentures (together, the “Pactiv Notes”) issued by Pactiv LLC:

	Maturity date	Semi-annual interest payment dates
6.400% Notes due 2018	January 15, 2018	January 15 and July 15
7.950% Debentures due 2025	December 15, 2025	June 15 and December 15
8.375% Debentures due 2027	April 15, 2027	April 15 and October 15

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

The Pactiv Notes are not guaranteed by any member of the Group and are unsecured.

The indentures governing the Pactiv Notes contain a negative pledge clause limiting the ability of certain entities within the Group, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on “principal manufacturing properties” (as such term is defined in the indentures governing the Pactiv Notes) or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing property and (ii) sell and then take an immediate lease back of such principal manufacturing property.

The 8.375% Debentures due 2027 may be redeemed at any time at the Group's option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest to the date of the redemption.

16.6     Other borrowings

As of December 31, 2017, in addition to the 2017 Securitization Facility, the Credit Agreement, the Reynolds Notes and the Pactiv Notes, the Group had a number of unsecured working capital facilities extended to certain operating companies of the Group. These facilities bear interest at floating or fixed rates.

As of December 31, 2017, the Group had local working capital facilities in a number of jurisdictions which are secured by the collateral under the Credit Agreement and the Reynolds Senior Secured Notes and by certain other assets. These facilities rank pari passu with the obligations under the Credit Agreement and under the Reynolds Senior Secured Notes.

Other borrowings as of December 31, 2017 included finance lease obligations of $20 million (2016: $23 million).

16.7     Reconciliation of liabilities arising from financing activities

(In $ million)	Principal borrowings		Transaction costs		Total
Carrying amount as of January 1, 2017	12,179		(108	)	12,071
Cash flows	(773	)	—		(773	)
Capitalization of borrowing costs	—		(10	)	(10	)
Effects of movements in exchange rates	34		—		34
Other	—		67		67
Carrying amount as of December 31, 2017	11,440		(51	)	11,389

F-40

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

17.    Employee benefits

17.1    Summary of employee benefits liabilities

	As of December 31,
(In $ million)	2017	2016
Salaries and wages accrued	149	185
Provision for annual leave	40	37
Provision for other employee benefits	53	40
Provision for exit from multi-employer pension plans	70	73
Defined benefit obligations:
Pension benefits	840	970
Post-employment medical benefits	106	105
Total employee benefits liabilities	1,258	1,410
Current	213	248
Non-current	1,045	1,162
Total employee benefits liabilities	1,258	1,410

Included in liabilities directly associated with assets held for sale at December 31, 2016 is $18 million of employee benefits liabilities.

17.2    Pension benefits

The Group makes contributions to defined benefit pension plans which define the level of pension benefit an employee will receive on retirement. The Group operates defined benefit pension plans in countries including Canada, Germany, Japan, Taiwan, United Kingdom, Mexico and the United States. The majority of the Group’s net pension plan liabilities are in the United States and subject to governmental regulations relating to the funding of retirement plans. The Group generally funds its retirement plans equal to the annual minimum funding requirements specified by government regulations covering each plan. Deterioration in the value of plan assets, including equity and debt securities, resulting from a general financial downturn or otherwise, or a change in the interest rate used to discount the projected benefit obligations, could cause an increase in the underfunded status of the Group’s defined benefit pension plans, thereby increasing the Group’s obligation to make contributions to the plans, which in turn would reduce the cash available for the Group’s business. The Group has generally provided aggregated disclosures in respect of these plans on the basis that these plans are not exposed to materially different risks.

The Group’s largest pension plan is the Pactiv Retirement Plan, of which Pactiv became the sponsor at the time of the Pactiv spin-off from Tenneco Inc. in 1999. The plan was assumed as part of the Pactiv acquisition in 2010. This plan covers certain of Pactiv Foodservice's employees as well as employees (or their beneficiaries) of certain companies previously owned by Tenneco Inc. but not currently owned by the Group. As a result, while persons who are not current Pactiv Foodservice employees do not accrue benefits under the plan, the total number of individuals/beneficiaries covered by this plan is much larger than if only Pactiv Foodservice personnel were participants. The Pactiv Retirement Plan comprises 96% (2016: 91%) of the Group’s present value of pension plan obligations. For this reason, the impact of this pension plan on the Group’s net income and cash from operations is greater than the impact typically found at similarly sized companies. Changes in the following factors can have a disproportionate effect on the Group’s results of operations and statement of financial position compared with similarly sized companies: (i)interest rate used to discount projected benefit obligations and to calculate the net interest on the net defined benefit liability (asset), (ii)governmental regulations relating to funding of retirement plans in the United States, (iii) financial market performance and (iv) revisions to mortality tables as a result of changes in life expectancy. Therefore, certain information applicable to the Pactiv Retirement Plan has been separately disclosed. As of December 31, 2017, the Pactiv Retirement Plan was underfunded by $764 million.

On November 8, 2016, the Group entered into an agreement with the U.S. Pension Benefit Guaranty Corporation (the “PBGC”) whereby the PBGC agreed not to assert a termination liability against the Group in relation to three defined benefit pension plans of UCI Holdings Limited (the “UCI Pension Plans”) in return for Pactiv LLC, a member of the Group, becoming the sponsor of the UCI Pension Plans. UCI Holdings Limited was a former member of the Group's "controlled group," as defined by the PBGC. This agreement became effective on December 30, 2016, resulting in the recognition of a net liability of $65 million, comprising plan assets of $213 million and actuarially determined plan liabilities of $278 million. On December 1, 2017, the UCI Pension Plans were merged into the Pactiv Retirement Plan.

Future contributions to the Group’s pension plans, including the Pactiv Retirement Plan, could reduce the cash otherwise available to operate the Group’s business and could have an adverse effect on the Group’s results of operations. The Group expects to make contributions to the Pactiv Retirement Plan of $49 million in 2018. Expected contributions during the year ending December 31, 2018 for all other defined benefit plans are estimated to be up to $9 million. Future contributions will be dependent on future plan asset returns and interest rates and are highly sensitive to changes.

The various defined benefit plans are governed in accordance with the relevant local legislation. Typically each plan has a separate governance committee which is responsible for managing the plan. In certain jurisdictions membership of the governance committee includes plan representatives. The Group has sole responsibility for the administration of the Pactiv Retirement Plan.

F-41

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Movement in defined benefit pension obligations

	Defined benefit obligation				Fair value of plan assets				Net defined benefit liability (asset)
(In $ million)	2017		2016		2017		2016		2017		2016
Balance as of January 1	5,076		4,899		(4,091	)	(3,932	)	985		967
Included in profit or loss:
Current service cost	9		10		—		—		9		10
Interest cost (income)	198		206		(160	)	(165	)	38		41
Administrative expenses	—		—		35		32		35		32
Settlement (gain)	(7	)	(7	)	—		—		(7	)	(7	)
Assumption of UCI pension plans	—		278		—		(213	)	—		65
Total expense (income) recognized in profit or loss	200		487		(125	)	(346	)	75		141
Remeasurement (gains) losses:
Actuarial (gains) losses arising from:
Demographic assumptions	(10	)	(91	)	—		—		(10	)	(91	)
Financial assumptions	265		138		—		—		265		138
Return on plan assets, excluding interest income	—		—		(429	)	(160	)	(429	)	(160	)
Total remeasurement (gains) losses	255		47		(429	)	(160	)	(174	)	(113	)
Other movements:
Contributions by the Group	—		—		(33	)	(7	)	(33	)	(7	)
Benefits paid by the plans	(691	)	(352	)	691		352		—		—
Business disposals	(15	)	—		—		—		(15	)	—
Effect of movements in exchange rates	5		(5	)	(3	)	2		2		(3	)
Total other movements	(701	)	(357	)	655		347		(46	)	(10	)
Balance as of December 31	4,830		5,076		(3,990	)	(4,091	)	840		985
Comprised of:
Pactiv Retirement Plan	4,646		4,616		(3,882	)	(3,784	)	764		832
Other plans	184		445		(108	)	(307	)	76		138
	4,830		5,061		(3,990	)	(4,091	)	840		970
Plans associated with assets held for sale	—		15		—		—		—		15
Balance as of December 31	4,830		5,076		(3,990	)	(4,091	)	840		985
Comprised of:
Funded plans									796		925
Plans associated with assets held for sale									—		15
Unfunded plans									44		45
Total net pension benefits liability									840		985
Included in the statements of financial position as:
Employee benefits liabilities									840		970
Liabilities directly associated with assets held for sale									—		15
Total net pension benefits liability									840		985

The Group's pension plans had a weighted average duration of 10 years (2016: 10 years).

F-42

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

For the year ended December 31, 2015, the Group recognized remeasurement gains of $253 million directly in other comprehensive income. The gains were comprised of $95 million of gains from changes in demographic assumptions and $190 million of gains from changes in financial assumptions, partially offset by $32 million from losses on plan assets, excluding interest.

Expense recognized in the statements of comprehensive income

The expense is recognized in the following components in the statements of comprehensive income:

	For the year ended December 31,
(In $ million)	2017	2016	2015
Cost of sales	14	14	15
General and administration expenses	61	127	69
Total plan net expense from continuing operations	75	141	84
Discontinued operations	—	—	2
Total plan net expense	75	141	86

The Group presents pension (income) expense in personnel costs, which are reported in cost of sales and general and administration expenses.

The plan net expense for the year ended December 31, 2015 was comprised of current service cost of $14 million, administrative expense of $27 million and interest expense of $206 million, partially offset by interest income of $161 million.

During the year ended December 31, 2017, the plan net expense of the Pactiv Retirement Plan was $72 million (2016: $63 million; 2015: $65 million).

In September 2017, the Group recorded a $5 million pension settlement charge in general and administration expenses in connection with the purchase of a group annuity contract from an insurance company to settle $308 million of the outstanding pension benefit obligations under the Pactiv Retirement Plan. The insurance company assumed the obligation to pay future pension benefits and provide administrative services for approximately 13,600 retirees and surviving beneficiaries who are currently receiving payments from this plan. The purchase was funded directly by plan assets.

In October and November 2017, the UCI Pension Plans settled retirement benefits with certain vested members through a voluntary lump-sum buyout of their benefits, resulting in the payment of $60 million to those who elected to receive the buyout and a settlement gain of $12 million which is included in the pension plan expense for 2017.

During the year ended December 31, 2016, the Pactiv Retirement Plan settled retirement benefits with certain vested members through a voluntary lump-sum buyout of their benefits, resulting in the payment of $43 million from plan assets to those who elected to receive the buyout and a settlement gain of $7 million which is included in the plan expense for 2016.

Plan assets

Plan assets consist of the following:

	As of December 31,
(In $ million)	2017	2016
Equity instruments	2,802	2,818
Debt instruments	616	649
Property	403	447
Other	169	177
Total plan assets	3,990	4,091

Approximately 97% of total plan assets are held by the Pactiv Retirement Plan. This plan's total assets include the following exposures: (i) $2,742 million of exposure to equity markets, which includes exposure to $2,225 million of U.S. equities held through a combination of listed equities and equity index funds, and exposure to approximately $517 million of non-U.S. equities held through listed equities and unlisted index funds; (ii) $597 million of exposure to debt instruments, which include investments in corporate bonds and high yield bonds; and (iii) $395 million of exposure to property held through unlisted commingled funds.

In addition to the above plan assets, the Group is required to hold assets as collateral against certain unfunded defined benefit obligations assumed as part of the Pactiv acquisition. As of both December 31, 2017 and 2016, $27 million in cash, included in other non-current assets in the statements of financial position, was held as collateral against these obligations.

F-43

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Actuarial assumptions — all plans

	For the year ended December 31,
	2017	2016	2015
Discount rates at December 31	0.6% - 8.0%	0.6% - 8.0%	0.8% - 7.3%
Future salary increases	0.0% - 7.0%	0.0% - 7.0%	0.0% - 7.0%
Future pension increases	0.0% - 3.7%	0.0% - 3.7%	0.0% - 4.0%

The discount rate for the Pactiv Retirement Plan for the years ended December 31, 2017 and 2016 was 3.6% and 4.1%, respectively. Retirement benefits under the Pactiv Retirement Plan are frozen. Therefore, future salary increases and future pension increase assumptions have no effect on the retirement benefit obligation of that plan. The principal mortality rates assumed are the published mortality rates within the RP 2014 aggregate table with projection scale MP-2017 for 2017 and projection scale MP-2016 for 2016.

Sensitivity analysis

The assumed discount rate is an assumption that changes annually, and has an effect on the amounts of the defined benefit obligation. A one-half percentage point change in assumed discount rates would have the following effects:

(In $ million)	Increase	Decrease
Effect on the net plan expense	7	5
Effect on the defined benefit obligation	246	271

The mortality tables used for the mortality assumption included projections of improved life expectancy. These tables are only changed infrequently; however, when they change they can have a significant impact on the plan liability. Estimates of the impact of mortality table changes are complex and difficult to measure. The Group does not expect changes to the mortality tables similar to those adopted in 2014 to occur in the next several years.

17.3    Post-employment medical benefits

The Group operates unfunded post-employment medical benefit plans mainly in the United States. The liability for the post-employment medical benefits has been assessed using the same assumptions as for the pension benefits, together with the assumption of a weighted average healthcare cost trend rate of 7.2% for the year ended December 31, 2017, 7.0% for the year ended December 31, 2016 and 8.0% for the year ended December 31, 2015.

The main actuarial assumption is the published mortality rates within the RP 2014 aggregate table with projection scale MP-2017 for 2017 and projection scale MP-2016 for 2016.

The Group expects to contribute $6 million to the post-employment medical benefit plans during the annual period ending December 31, 2018.

Movement in the post-employment medical obligations

	For the year ended December 31,
(In $ million)	2017		2016
Liability for post-employment medical obligations as of the beginning of the year	105		111
Included in profit or loss:
Current service cost	1		1
Interest cost	4		4
Total expense recognized in profit or loss	5		5
Remeasurement (gains) losses:
Actuarial (gains) losses from changes in demographic assumptions	(6	)	(7	)
Actuarial (gains) losses from changes in financial assumptions	8		2
Total remeasurement (gains) losses	2		(5	)
Other movements:
Benefits paid by the plans	(6	)	(6	)
Total other movements	(6	)	(6	)
Liability for post-employment medical obligations as of the end of the year	106		105

F-44

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

For the year ended December 31, 2015, the Group recognized benefit plan expense of $7 million related to post-employment medical obligations. The benefit plan expense was comprised of $2 million of current service cost and $5 million of interest cost.

For the year ended December 31, 2015, the Group recognized a remeasurement gain of $13 million directly in other comprehensive income. The gain was comprised of $11 million from changes in demographic assumptions and $2 million from changes in financial assumptions.

Assumed health care cost trend rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one percentage point change in assumed health care cost trend rates would have the following effects:

(In $ million)	Increase	Decrease
Effect on plan expense	—	—
Effect on the post-employment medical obligations	2	2

Discount rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one-half percentage point change in discount rates would have the following effects:

(In $ million)	Increase	Decrease
Effect on plan expense	—	—
Effect on the post-employment medical obligations	6	6

17.4    Defined contribution plans

The Group sponsors various defined contribution plans. During the year ended December 31, 2017, the Group recorded expense of $66 million (2016: $62 million; 2015: $62 million) in relation to contributions to these plans in continuing operations in the statement of comprehensive income.

17.5    Multi-employer plans

The Group also makes contributions, for some current and former employees, to union administered multi-employer pension plans based on negotiated labor contracts. While these plans provide for defined benefits, as a result of insufficient information the Group accounts for its participation in these plans as defined contribution plans. Specifically, the plans do not maintain IFRS accounting records and there is insufficient information to allocate amounts among employer participants. The Group, with union approval, has elected over the last several years to withdraw from virtually all of these multi-employer plans. Withdrawal creates a withdrawal liability obligation based upon guidelines outlined in the specific multi-employer plan.

The most significant of the multi-employer pension plans in which the Group participated was the PACE Industry Union-Management Pension Fund (“PIUMPF”), in which certain employees of both Evergreen and Pactiv Foodservice participated. Graham Packaging had withdrawn from this plan prior to the acquisition by the Group. Evergreen and Pactiv Foodservice reached agreements with the relevant unions, ratified by the unions in November 2013, to allow Evergreen and Pactiv Foodservice to withdraw from PIUMPF as of December 31, 2013. In December 2016, the Group and PIUMPF formally agreed and signed a Settlement Agreement and Release, which settles all prior matters relating to the pension withdrawal liability. The Group and PIUMPF agreed to a settlement of $88 million, which was less than the previously-notified funding obligation, to be paid over 20 years reduced by amounts previously paid in 2015 and 2014. As a result, the Group has a liability of $61 million as of December 31, 2017 ($63 million as of December 31, 2016) for the present value of such future payments. If PIUMPF suffers a “mass withdrawal” (as defined in the Employee Retirement Income Security Act) prior to January 1, 2016, the Group's annual payment will continue until the end of the year in which the assets (exclusive of the withdrawal liability claims) are sufficient to meet all obligations, as determined by the Pension Benefit Guaranty Corporation. As of February 13, 2018, the Group has not received any notification that PIUMPF has suffered a mass withdrawal. If one did occur, the aggregate amount of the Group’s required payments could increase and the increase could be material.

The Group has a withdrawal liability of $9 million for its withdrawal from the other multi-employer plans.

For all of its multi-employer pension plans, the Group expects to make payments of approximately $4 million annually over the next 18 years.

F-45

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

18.    Provisions

(In $ million)	Asset retirement obligations		Restructuring		Workers’ compensation		Other		Total
Balance as of December 31, 2016	39		30		47		24		140
Provisions made	3		19		9		6		37
Provisions used	(1	)	(27	)	(14	)	(8	)	(50	)
Provisions reversed	—		(4	)	—		(1	)	(5	)
Other	3		1		—		2		6
Balance as of December 31, 2017	44		19		42		23		128
Current	2		13		13		11		39
Non-current	42		6		29		12		89
Total provisions as of December 31, 2017	44		19		42		23		128
Current	1		24		29		11		65
Non-current	38		6		18		13		75
Total provisions as of December 31, 2016	39		30		47		24		140

Other provisions

Other provisions as of December 31, 2017 included $7 million of environmental remediation programs (2016: $7 million).

19.    Equity

19.1    Share capital

The reported share capital balance as of December 31, 2017 is that of the Company.

Further information regarding Reynolds Group Holdings Limited's issued capital is detailed below:

	For the year ended December 31,
Number of shares	2017	2016	2015
Balance at the beginning of the year	71,500,004	71,500,004	71,500,004
Changes in shares	—	—	—
Balance at the end of the year	71,500,004	71,500,004	71,500,004

All issued shares are fully paid and have no par value.

The holder of the shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share. All shares rank equally with regard to the Company's residual assets in the event of a wind-up.

19.2    Dividends

There were no dividends declared or paid by the Company during any years presented.

19.3    Capital management

The Directors are responsible for monitoring and managing the Group's capital structure. Capital is comprised of equity and external borrowings.

The Directors' policy is to maintain an acceptable capital base to promote the confidence of the Group's financiers and creditors and to sustain the future development of the business. The Directors monitor the Group's financial position to ensure that it complies at all times with its financial and other covenants as set out in its financing arrangements.

In order to maintain or adjust the capital structure, the Directors may elect to take a number of measures including, for example, to dispose of assets or operating segments of the business, alter its short to medium term plans with respect to capital projects and working capital levels, or re-balance the level of equity and external debt in place.

20.    Financial risk management

20.1    Overview

This note presents information about the Group's exposure to market risk, credit risk and liquidity risk, and where applicable, the Group's objectives, policies and procedures for managing these risks.

F-46

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Exposure to market, credit and liquidity risks arises in the normal course of the Group's business. The Directors of the Group and the ultimate parent entity have overall responsibility for the establishment and oversight of the Group's risk management framework.

The Directors have established a treasury policy that identifies risks faced by the Group and sets out policies and procedures to mitigate those risks. Risk management is primarily carried out by the treasury function of the Group. The Directors have delegated authority levels and authorized the use of various financial instruments to a restricted number of personnel within the treasury function.

Monthly combined treasury reports are prepared for the Directors and officers of the Group, who ensure compliance with the risk management policies and procedures.

20.2    Market risk

Market risk is the risk that changes in market prices, such as foreign currency exchange rates, interest rates and commodity prices, will affect the Group's cash flows or the fair value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

The Group buys and sells derivatives in the ordinary course of business to manage market risks. The Group does not enter into derivative contracts for speculative purposes.

(a) Foreign currency exchange rate risk

As a result of the Group's international operations, foreign currency exchange risk exposures exist on sales, purchases, financial assets and borrowings that are denominated in currencies that are not the functional currency of that subsidiary. In these circumstances, a change in exchange rates would impact the profit or loss component of the Group's statement of comprehensive income.

In accordance with the Group's treasury policy, the Group takes advantage of natural offsets to the extent possible. Therefore, when commercially feasible, the Group borrows in the same currencies in which cash flows from operations are generated. On a limited basis, the Group uses derivatives to hedge residual foreign currency exchange risk arising from receipts and payments denominated in foreign currencies. The Group generally does not hedge its exposure to translation gains or losses in respect of its non-U.S. dollar functional currency assets or liabilities. Additionally, when considered appropriate, the Group may enter into derivatives to hedge foreign currency exchange risk arising from specific transactions.

The following table provides the detail of outstanding foreign currency derivative contracts as of December 31, 2017:

Type	Contract type	Currency	Contracted volume	Counter-currency	Contracted conversion range	Contracted date of maturity
Currency forwards	Sell	CA$	13,000,000	$	1.2548 - 1.2925	Jan 2018 - May 2018

The fair values of the derivative contracts are derived from inputs based on quoted market prices or traded exchange market prices and represent the estimated amounts that the Group would pay or receive to terminate the contracts. During the year ended December 31, 2017, the Group recognized an unrealized loss of $1 million (2016: unrealized loss of $4 million; 2015: unrealized gain of $2 million) as a component of net other income (expenses) in the statements of comprehensive income. During the year ended December 31, 2017, the Group recognized a realized loss of $1 million (2016: realized loss of $6 million; 2015: realized gain of $14 million) as a component of net other income (expenses) in the statements of comprehensive income.

A 10% upward (downward) movement in the price curve used to value the foreign currency derivative contracts, applied as of December 31, 2017, would have resulted in no change in unrealized gains recognized in the statement of comprehensive income assuming all other variables remain constant.

The Group is also exposed to foreign currency exchange risk on certain intercompany borrowings between certain of its entities with different functional currencies.

(b) Interest rate risk

The Group's interest rate risk arises from long-term borrowings at both fixed and floating rates and from deposits which earn interest at floating rates. Borrowings and deposits at floating rates expose the Group to cash flow interest rate risk. Borrowings at fixed rates expose the Group to fair value interest rate risk.

The Group has exposure to both floating and fixed interest rates on borrowings primarily denominated in the U.S. dollar and the euro. Interest rate risk on borrowings at floating rates is partially offset by interest on cash deposits also earned at floating rates.

The Group has adopted a policy to ensure that at least 50% of its overall exposure to changes in interest rates on borrowings is on a fixed rate basis.

The following table sets out the Group's interest rate risk repricing profile:

F-47

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

(In $ million)	Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2017
Fixed rate instruments
Borrowings	(6,694	)	(19	)	(3,141	)	(650	)	(2,884	)
Total fixed rate instruments	(6,694	)	(19	)	(3,141	)	(650	)	(2,884	)
Floating rate instruments
Cash and cash equivalents	617		617		—		—		—
Related party receivables	329		329		—		—		—
Borrowings	(4,746	)	(4,746	)	—		—		—
Total floating rate instruments	(3,800	)	(3,800	)	—		—		—
Total	(10,494	)	(3,819	)	(3,141	)	(650	)	(2,884	)

(In $ million)	Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2016
Fixed rate instruments
Borrowings	(7,444	)	(304	)	(21	)	(4,232	)	(2,887	)
Total fixed rate instruments	(7,444	)	(304	)	(21	)	(4,232	)	(2,887	)
Floating rate instruments
Cash and cash equivalents	932		932		—		—		—
Related party receivables	330		330		—		—		—
Borrowings	(4,735	)	(4,735	)	—		—		—
Total floating rate instruments	(3,473	)	(3,473	)	—		—		—
Total	(10,917	)	(3,777	)	(21	)	(4,232	)	(2,887	)

The Group's sensitivity to interest rate risk can be expressed in two ways:

Fair value sensitivity analysis

A change in interest rates impacts the fair value of the Group's fixed rate borrowings. Given all debt instruments are carried at amortized cost, a change in interest rates would not impact the profit or loss component of the statement of comprehensive income.

Cash flow sensitivity analysis

A change in interest rates would impact future interest payments and receipts on the Group's floating rate liabilities and assets. An increase or decrease in interest rates of 100 basis points at the reporting date would impact the statement of comprehensive income result and equity by the amounts described below, based on the assets and liabilities held at the reporting date, and a one-year timeframe. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant. The analysis is performed on the same basis for comparative years.

The underlying rate for the Floating Rate Senior Secured Notes due 2021 is the three-month Dollar LIBO Rate. As of December 31, 2017, the three-month Dollar LIBO Rate was 1.36%. In July 2016, the Group entered into a $750 million interest rate swap agreement to mitigate the interest rate risk exposure of the Floating Rate Senior Secured Notes due 2021. While the Group has elected not to adopt hedge accounting, the economic effect of this derivative is that the effective interest rate on the Floating Rate Senior Secured Notes due 2021 is fixed at 4.670% from October 15, 2016.

The underlying rates for the Credit Agreement are the one-month LIBOR and EURIBOR, which as of December 31, 2017 were 1.57% and (0.37)%, respectively. Based on the Group's outstanding debt commitments as of December 31, 2017, a one-year timeframe and all other variables, in particular foreign currency exchange rates, remaining constant, a 100 basis point increase in interest rates would result in a $33 million increase in interest expense on the U.S. term loan and a $2 million increase in interest expense on the European term loan under the Credit Agreement. A 100 basis point decrease in interest rates would result in a $33 million decrease in interest expense on the U.S. term loan and would have no impact on interest expense for the European term loan due to the EURIBOR floor under the Credit Agreement.

The underlying rate for the 2017 Securitization Facility is the one-month LIBOR. As of December 31, 2017, the applicable one-month LIBOR was 1.50%. Based on the Group's outstanding debt commitments under the 2017 Securitization Facility as of December 31, 2017, a one-year timeframe and all other variables remaining constant, a 100 basis point increase (decrease) in the underlying interest rate would result in a $4 million increase (decrease) in interest expense.

F-48

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

(c) Commodity and other price risk

Commodity and other price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market.

The Group's exposure to commodity and other price risk arises principally from the purchase of resin, natural gas and aluminum. The Group generally purchases commodities at spot market prices and does not use commodity financial instruments or derivatives to hedge commodity prices, except for the items in the table below.

The Group's objective is to ensure that its commodity and other price risk exposure is kept at an acceptable level. In accordance with the Group's treasury policy, the Group enters into derivative instruments to reduce the Group's exposure in relation to the cost of resin (and its components), natural gas, diesel, electricity and aluminum. These derivatives are implemented to either (a) mitigate the impact of the lag in timing between when raw material costs change and when the Group can pass on these raw material costs changes to its customers or (b) fix the Group's input costs for a period of time.

The following table provides the detail of outstanding commodity derivative contracts as of December 31, 2017:

Type	Unit of measure	Contracted volume	Contracted price range	Contracted date of maturity
Aluminum swaps	metric tonne	18,501	$1,563 - $2,308	Jan 2018 - Jan 2019
Aluminum Midwest Premium swaps	pound	1,859,987	$0.08 - $0.10	Jan 2018 - Dec 2018
Natural gas swaps	million BTU	6,203,778	$2.82 - $3.34	Feb 2018 - Dec 2018
Ethylene swaps	pound	3,353,654	$0.35 - $0.35	Jan 2018 - May 2018
Polymer-grade propylene swaps	pound	24,069,527	$0.41 - $0.50	Jan 2018 - Jun 2018
Benzene swaps	U.S. liquid gallon	10,991,038	$2.58 - $3.25	Feb 2018 - Sep 2018
Diesel swaps	U.S. liquid gallon	4,033,447	$2.46 - $2.88	Jan 2018 - Dec 2018
Low-density polyethylene swaps	pound	6,000,000	$0.81 - $0.82	Jan 2018 - Jun 2018

The fair values of the derivative contracts are derived from inputs based on quoted market prices or traded exchange market prices and represent the estimated amounts that the Group would pay or receive to terminate the contracts. During the year ended December 31, 2017, the Group recognized an unrealized gain of $1 million (2016: unrealized gain of $22 million; 2015: unrealized gain of $112 million) as a component of net other income (expenses) in the statements of comprehensive income. During the year ended December 31, 2017, the Group recognized a realized gain of $20 million (2016: realized loss of $17 million; 2015: realized loss of $182 million) as a component of cost of sales in the statements of comprehensive income.

A 10% upward (downward) movement in the price curve used to value the commodity derivative contracts, applied as of December 31, 2017, would have resulted in a $1 million change in unrealized gains recognized in the statement of comprehensive income assuming all other variables remain constant.

20.3Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers and related entities.

Given the diverse global operations and customers across the Group, the Directors have delegated authority for credit control procedures to each of the segments within the Group, subject to certain Group-determined limits. Each operating business is responsible for managing its own credit control procedures. These include, but are not limited to, reviewing the individual characteristics of new customers for creditworthiness before accepting the customer and agreeing upon purchase limits and terms of trade. If considered appropriate the operating business may take out insurance for specific debtors.

Generally, the Group does not require collateral with respect to trade and other receivables. Goods are generally sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. For certain sales letters of credit are obtained.

The Group's exposure to credit risk is primarily in its trade and other receivables and is influenced mainly by the individual characteristics of each customer. Historically there has been a low level of losses resulting from default by customers and related entities. The carrying amount represents the maximum credit exposure. Refer to note 11 for additional information.

The Group limits its exposure to credit risk by making deposits and entering into derivative instruments with counterparties that have a credit rating of at least investment grade. Given these high credit ratings, management does not expect any such counterparty to fail to meet its obligations.

F-49

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

20.4 Liquidity risk

Liquidity risk is the risk that the Group will not meet its contractual obligations as they fall due. The Group's approach to managing liquidity risk is to ensure that it will always have sufficient liquidity to meet its liabilities as and when they fall due.

The Group evaluates its liquidity requirements on an ongoing basis using both a 13-week rolling forecast and a 12-month rolling forecast and ensures that it has sufficient cash on hand to meet expected operating expenses, including the servicing of financial obligations. As of December 31, 2017, the Group had $617 million of cash and cash equivalents on hand.

The Group's cash flows from operations and existing cash, together with other available external financing sources, will be adequate to meet the Group's liquidity needs for the next year. It also has credit lines in place to cover potential shortfalls. As of December 31, 2017, the Group had undrawn lines of credit under the revolving facilities of the Credit Agreement totaling $240 million and undrawn availability under the 2017 Securitization Facility. In addition, the Group has local working capital facilities in various jurisdictions which are available if needed to support the cash management of local operations.

The following table sets out contractual cash flows for all financial liabilities including commodity and foreign currency derivatives:

(In $ million)	Carrying amount		Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2017
Non-derivative financial liabilities
Trade and other payables	(1,116	)	(984	)	(984	)	—		—		—
Borrowings, including interest	(11,389	)	(14,253	)	(1,069	)	(4,394	)	(2,172	)	(6,618	)
	(12,505	)	(15,237	)	(2,053	)	(4,394	)	(2,172	)	(6,618	)
Derivative financial assets (liabilities)
Commodity and foreign currency derivatives:
Inflows	5		7		7		—		—		—
Outflows	—		(2	)	(2	)	—		—		—
	5		5		5		—		—		—
Total	(12,500	)	(15,232	)	(2,048	)	(4,394	)	(2,172	)	(6,618	)

(In $ million)	Carrying amount		Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2016
Non-derivative financial liabilities
Trade and other payables	(1,182	)	(1,031	)	(1,031	)	—		—		—
Borrowings, including interest	(12,071	)	(15,730	)	(1,392	)	(1,335	)	(6,056	)	(6,947	)
	(13,253	)	(16,761	)	(2,423	)	(1,335	)	(6,056	)	(6,947	)
Derivative financial assets (liabilities)
Commodity and foreign currency derivatives:
Inflows	5		7		7		—		—		—
Outflows	—		(2	)	(2	)	—		—		—
	5		5		5		—		—		—
Total	(13,248	)	(16,756	)	(2,418	)	(1,335	)	(6,056	)	(6,947	)

F-50

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

20.5Classification and fair values

(In $ million)	Fair value through profit or loss		Cash, loans and receivables	Other liabilities		Total carrying amount		Fair value
As of December 31, 2017
Assets
Cash and cash equivalents	—		617	—		617		617
Current and non-current receivables	—		1,488	—		1,488		1,488
Derivative financial assets:
Commodity derivatives	7		—	—		7		7
Interest rate swap derivatives	26		—	—		26		26
Embedded derivatives	259		—	—		259		259
Total assets	292		2,105	—		2,397		2,397
Liabilities
Trade and other payables	—		—	(1,116	)	(1,116	)	(1,116	)
Non-current payables	—		—	(45	)	(45	)	(45	)
Derivative financial liabilities:
Commodity derivatives	(2	)	—	—		(2	)	(2	)
Borrowings	—		—	(11,389	)	(11,389	)	(11,696	)
Total liabilities	(2	)	—	(12,550	)	(12,552	)	(12,859	)

(In $ million)	Fair value through profit or loss		Cash, loans and receivables	Other liabilities		Total carrying amount		Fair value
As of December 31, 2016
Assets
Cash and cash equivalents	—		932	—		932		932
Current and non-current receivables	—		1,403	—		1,403		1,403
Derivative financial assets:
Commodity derivatives	6		—	—		6		6
Foreign currency derivatives	1		—	—		1		1
Interest rate swap derivatives	24		—	—		24		24
Embedded derivatives	233		—	—		233		233
Total assets	264		2,335	—		2,599		2,599
Liabilities
Trade and other payables	—		—	(1,182	)	(1,182	)	(1,182	)
Non-current payables	—		—	(40	)	(40	)	(40	)
Derivative financial liabilities:
Commodity derivatives	(2	)	—	—		(2	)	(2	)
Interest rate swap derivatives	(1	)	—	—		(1	)	(1	)
Borrowings	—		—	(12,071	)	(12,071	)	(12,455	)
Total liabilities	(3	)	—	(13,293	)	(13,296	)	(13,680	)

The methods used in determining fair values of financial instruments are disclosed in note 3.3 and note 3.4.

F-51

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

20.6Fair value measurements recognized in the statement of comprehensive income

The following table sets out an analysis of the Group's financial instruments that are measured subsequent to initial recognition at fair value and are grouped into levels based on the degree to which the fair value is observable:

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

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

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

(In $ million)	Level 1	Level 2	Level 3	Total
As of December 31, 2017
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net	—	5	—	5
Interest rate swap derivatives, net	—	26	—	26
Embedded derivatives	—	259	—	259
Total	—	290	—	290
As of December 31, 2016
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net	—	4	—	4
Foreign currency derivatives, net	—	1	—	1
Interest rate swap derivatives, net	—	23	—	23
Embedded derivatives	—	233	—	233
Total	—	261	—	261

There were no transfers between any levels during the years ended December 31, 2017 and 2016. There have been no changes in the classifications of financial instruments as a result of a change in the purpose or use of these instruments.

21.    Related parties

Parent and ultimate controlling party

The immediate parent of the Company is Packaging Finance Limited, the ultimate parent of the Company is Packaging Holdings Limited and the ultimate shareholder is Mr. Graeme Hart.

Transactions with key management personnel

Key management personnel compensation was comprised of:

	For the year ended December 31,
(In $ million)	2017	2016	2015
Short-term employee benefits	15	17	11
Long-term employee benefits	3	4	—
Total compensation expense to key management personnel	18	21	11

Certain key management personnel are compensated by related party entities outside of the Group and it is not possible to make a reasonable apportionment of their compensation in respect of the Group. Accordingly, the above amounts include no compensation in respect of these individuals.

There were no other transactions with key management personnel during the years ended December 31, 2017, 2016 and 2015.

F-52

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Related party transactions

The entities and types of transactions with which the Group entered into related party transactions during the years are detailed below. All related parties detailed below have a common ultimate shareholder, except for the joint ventures.

	Transaction value for the year ended December 31,						Balance outstanding as of December 31,
(In $ million)	2017		2016		2015		2017		2016
Balances and transactions with immediate and ultimate parent entities
Included in trade and other payables							—		—
Tax loss transfer	—		(16	)	—
Included in borrowings(a)(g)							—		(1	)
Balances and transactions with joint ventures
Included in trade and other receivables, net							8		9
Sale of goods and services(b)(c)	22		24		52
Balances and transactions with Rank Group Limited
Included in related party and other non-current receivables(d)(g)							329		330
Interest income	17		17		19
Included in trade and other payables(g)							(31	)	(59	)
Recharges(e)	(5	)	(7	)	(17	)
Management fee(f)	(31	)	(47	)	(65	)
Tax loss transfer	(1	)	(4	)	(5	)
Balances and transactions with Rank Group North America, Inc.
Included in trade and other receivables, net							—		—
Recharges	1		4		5
Included in trade and other payables							—		—
Recharges(e)	(16	)	(15	)	(15	)
Balances and transactions with other related parties
Included in trade and other receivables, net							—		1
Sale of goods	—		—		1
Recharges	5		3		1
Included in trade and other payables							(1	)	(1	)

(a) The borrowing due to the Company's ultimate parent was non-interest bearing, unsecured and repayable on demand.

(b) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated on a cost-plus basis allowing a margin ranging from 3% to 6%. All amounts are unsecured, non-interest bearing and repayable on demand.

(c) Includes related party transactions entered into by SIG before its sale in March 2015.

(d) The loan receivable from Rank Group Limited accrues interest at a rate based on the average 90-day New Zealand bank bill rate, set quarterly, plus a margin of 3.25%. Interest is only charged or accrued if demanded by the Company. During the year ended December 31, 2017, interest was charged at 5.16% to 5.25% (2016: 5.31% to 5.78%; 2015: 6.21% to 6.92%). The loan is unsecured and repayable on demand. This loan is subordinated on terms such that, unless otherwise permitted, no payments can be made until the obligations under a senior secured credit facility of Rank Group Limited are repaid in full.

(e) Represents certain costs paid by Rank Group Limited or Rank Group North America, Inc. on behalf of the Group that were subsequently recharged to the Group. These charges are for various costs incurred including services provided, financing and other activities. All amounts are unsecured, non-interest bearing and settled on normal trade terms.

(f) The Group’s financing agreements permit the payment to related parties of management, consulting, monitoring and advising fees (the “Management Fee”) of up to 1.5% of the Group’s Adjusted EBITDA (as defined in the financing agreements) for the previous year. During the year ended December 31, 2016, the Group entered into a services agreement with Rank Group Limited. Rank Group Limited charged the Group a Management Fee of $31 million during the year ended December 31, 2017 in relation to the 2016 financial year. During the years ended December 31, 2016 and 2015, Rank Group Limited charged the Group a Management Fee of $30 million and $35 million, of which $30 million and $29 million, respectively, was included in continuing operations with the remainder included in discontinued operations, in relation to the 2015 and 2014 financial years, respectively. Also during the year ended December 31, 2016, Rank Group Limited charged the Group a Management Fee of $15 million in relation to the 2009 and 2010 financial years, of which $8 million was included in continuing operations with the remainder included in discontinued operations. In addition, the Group has accrued $31 million in 2017 in respect of an expected management fee related to the 2017 financial year.

(g) In August 2017, Rank Group Limited repaid $24 million of the related party loan receivable balance and the Group, by way of a payment direction, repaid $23 million of outstanding related party trade payable balances due to Rank Group Limited and $1 million of outstanding related party borrowings due to the Company's ultimate parent.

F-53

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

22.    Group entities

			Ownership interest (%)		Voting interest (%)
	Reporting date	Country of incorporation	2017	2016	2017
Alusud Argentina S.R.L.	Dec-31	Argentina	100	100	100
Graham Packaging Argentina S.R.L.	Dec-31	Argentina	100	100	100
Lido Plast San Luis S.A. (a)	Dec-31	Argentina	—	100	—
Gulf Closures W.L.L.(b)	Dec-31	Bahrain	49	49	49
Graham Packaging Belgium BVBA	Dec-31	Belgium	100	100	100
Graham Packaging Lummen BVBA	Dec-31	Belgium	100	100	100
Closure Systems International (Brazil) Sistemas de Vedacao Ltda.	Dec-31	Brazil	100	100	100
Graham Packaging do Brasil Indústria e Comércio Ltda.	Dec-31	Brazil	100	100	100
Graham Packaging Paraná Ltda.	Dec-31	Brazil	100	100	100
Resin Rio Comercio Ltda.	Dec-31	Brazil	100	100	100
CSI Latin American Holdings Corporation	Dec-31	British Virgin Islands	100	100	100
Evergreen Packaging Canada Limited	Dec-31	Canada	100	100	100
Graham Packaging Canada Company	Dec-31	Canada	100	100	100
Pactiv Canada Inc.	Dec-31	Canada	100	100	100
Reynolds Consumer Products Canada Inc.	Dec-31	Canada	100	100	100
Alusud Embalajes Chile Ltda.	Dec-31	Chile	100	100	100
Closure Systems International (Guangzhou) Limited	Dec-31	China	100	100	100
Closure Systems International (Wuhan) Limited (a)	Dec-31	China	—	100	—
CSI Closure Systems (Hangzhou) Co., Ltd.	Dec-31	China	100	100	100
CSI Closure Systems (Tianjin) Co., Ltd.	Dec-31	China	100	100	100
Evergreen Packaging (Shanghai) Co., Ltd.	Dec-31	China	100	100	100
Graham Packaging (Guangzhou) Co., Ltd.	Dec-31	China	100	100	100
Graham Packaging (Taizhou) Co., Ltd. (c)	Dec-31	China	100	—	100
Graham Packaging Trading (Shanghai) Co., Ltd. (a)	Dec-31	China	—	100	—
Reynolds Metals (Shanghai) Ltd.	Dec-31	China	100	100	100
Techne Machineries Foshan Ltd (in liquidation) (d)	Dec-31	China	100	100	100
Zhejiang Zhongbao Pactiv Packaging Co., Ltd.	Dec-31	China	62.5	62.5	62.5
Alusud Embalajes Colombia Ltda.	Dec-31	Colombia	100	100	100
Closure Systems International (Colombia Trade) S.A.S.	Dec-31	Colombia	100	100	100
CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada	Dec-31	Costa Rica	100	100	100
Closure Systems International (Egypt) LLC	Dec-31	Egypt	100	100	100
Evergreen Packaging de El Salvador, S.A. de C.V.	Dec-31	El Salvador	100	100	100
Graham Packaging Company Oy	Dec-31	Finland	100	100	100
Graham Packaging Europe S.N.C.	Dec-31	France	100	100	100
Graham Packaging France S.A.S.	Dec-31	France	100	100	100
Graham Packaging Normandy S.A.R.L.	Dec-31	France	100	100	100
Graham Packaging Villecomtal S.A.R.L.	Dec-31	France	100	100	100
Closure Systems International Machinery (Germany) GmbH	Dec-31	Germany	100	100	100
Omni-Pac Ekco GmbH Verpackungsmittel (e)	Dec-31	Germany	—	100	—
Omni-Pac GmbH Verpackungsmittel (e)	Dec-31	Germany	—	100	—
Pactiv Deutschland Holdinggesellschaft mbH	Dec-31	Germany	100	100	100
Pactiv-Omni Germany Holdings GmbH	Dec-31	Germany	100	100	100
Closure Systems International (Hong Kong) Limited	Dec-31	Hong Kong	100	100	100
Graham Packaging Asia Limited	Dec-31	Hong Kong	100	100	100
Roots Investment Holding Private Limited	Dec-31	Hong Kong	100	100	100

F-54

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Technegen International Limited	Dec-31	Hong Kong	100	100	100
CSI Hungary Manufacturing and Trading Limited Liability Company	Dec-31	Hungary	100	100	100
Closure Systems International (I) Private Limited	Mar-31	India	100	100	100
PT. Graham Packaging Indonesia	Dec-31	Indonesia	100	100	100
Graham Packaging Company Italia S.r.l. (e)	Dec-31	Italy	—	100	—
Closure Systems International Japan, Limited	Dec-31	Japan	100	100	100
Graham Packaging Japan Godo Kaisha (a)	Dec-31	Japan	—	100	—
Closure Systems International (Korea), Ltd.	Dec-31	Korea	100	100	100
Evergreen Packaging Korea Limited	Dec-31	Korea	100	100	100
Beverage Packaging Factoring (Luxembourg) S.à r.l. (f)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) II S.A. (a)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) IV S.à r.l. (f)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) VI S.à r.l. (a)	Dec-31	Luxembourg	—	100	—
Evergreen Packaging (Luxembourg) S.à r.l. (a)	Dec-31	Luxembourg	—	100	—
Graham Packaging European Holdings (Luxembourg) S.à r.l.	Dec-31	Luxembourg	100	100	100
Graham Packaging European Holdings (Luxembourg) I S.à r.l.	Dec-31	Luxembourg	100	100	100
Graham Packaging European Holdings (Luxembourg) II S.à r.l.	Dec-31	Luxembourg	100	100	100
CSI en Ensenada, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
CSI en Saltillo, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
CSI Tecniservicio, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Graham Packaging Plastic Products de Mexico, S. de. R.L. de C.V.	Dec-31	Mexico	100	100	100
Grupo Corporativo Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Grupo CSI de México, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Innovación y Asesoría en Plástico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Pactiv Foodservice Mexico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Pactiv Mexico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Servicio Terrestre Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Servicios Graham Packaging, S. de. R.L. de C.V.	Dec-31	Mexico	100	100	100
Servicios Industriales Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Servicios Integrales de Operacion, S.A. de C.V.	Dec-31	Mexico	100	100	100
Closure Systems International Nepal Private Limited	Jul-16	Nepal	100	100	100
Graham Packaging Company B.V. (e)	Dec-31	Netherlands	—	100	—
Graham Packaging Holdings B.V.	Dec-31	Netherlands	100	100	100
Graham Packaging Zoetermeer B.V.	Dec-31	Netherlands	100	100	100
Beverage Packaging (New Zealand) Limited	Dec-31	New Zealand	100	100	100
Beverage Packaging Factoring Trust (c) (g)	Dec-31	New Zealand	—	—	—
Beverage Packaging Holdings I Limited (h) (i)	Dec-31	New Zealand	100	100	100
Beverage Packaging Holdings III Limited (h) (j)	Dec-31	New Zealand	100	100	100
Beverage Packaging Holdings V Limited (h) (k)	Dec-31	New Zealand	100	100	100
Closure Systems International Limited (l) (m)	Dec-31	New Zealand	100	100	100
Evergreen Packaging International Limited (l) (n)	Dec-31	New Zealand	100	100	100
Reynolds Group Issuer (New Zealand) Limited (h) (o)	Dec-31	New Zealand	100	100	100
Reynolds Packaging International Limited (l) (p)	Dec-31	New Zealand	100	100	100
Alusud Peru S.A.	Dec-31	Peru	100	100	100
Closure Systems International (Philippines), Inc.	Dec-31	Philippines	100	100	100
Graham Packaging Poland Sp. z o.o.	Dec-31	Poland	100	100	100
CSI Vostok Limited Liability Company (in liquidation) (d)	Dec-31	Russia	100	100	100
Pactiv Asia Pte Ltd	Dec-31	Singapore	100	100	100
Closure Systems International España, S.L.U.	Dec-31	Spain	100	100	100
Closure Systems International Holdings (Spain), S.A.U.	Dec-31	Spain	100	100	100
Graham Packaging Iberica S.L.	Dec-31	Spain	100	100	100

F-55

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Reynolds Food Packaging Spain, S.L.U.	Dec-31	Spain	100	100	100
Evergreen Packaging (Taiwan) Co., Ltd.	Dec-31	Taiwan	100	100	100
Closure Systems International Plastik Ithalat Ihracat Sanayi Ve Ticaret Limited Sirketi	Dec-31	Turkey	100	100	100
Graham Plastpak Plastik Ambalaj Sanayi Limited Sirketi (e)	Dec-31	Turkey	—	100	—
Graham Packaging European Services Limited	Dec-31	United Kingdom	100	100	100
Graham Packaging Plastics Limited	Dec-31	United Kingdom	100	100	100
Ivex Holdings, Ltd.	Dec-31	United Kingdom	100	100	100
Ivex Plastics Limited (q)	Dec-31	United Kingdom	100	100	100
Kama Europe Limited	Dec-31	United Kingdom	100	100	100
Pactiv (Films) Limited (r)	Dec-31	United Kingdom	100	—	100
Baker's Choice Products, Inc.	Dec-31	U.S.A.	100	100	100
BCP/Graham Holdings L.L.C.	Dec-31	U.S.A.	100	100	100
Blue Ridge Holding Corp.	Dec-31	U.S.A.	100	100	100
Blue Ridge Paper Products Inc.	Dec-31	U.S.A.	100	100	100
BRPP, LLC	Dec-31	U.S.A.	100	100	100
Closure Systems International Americas, Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems International Holdings LLC	Dec-31	U.S.A.	100	100	100
Closure Systems International Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems International Packaging Machinery Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems Mexico Holdings LLC	Dec-31	U.S.A.	100	100	100
Coast-Packaging Company (California General Partnership)(b)	Dec-31	U.S.A.	50	50	50
CSI Mexico LLC	Dec-31	U.S.A.	100	100	100
CSI Sales & Technical Services Inc.	Dec-31	U.S.A.	100	100	100
Evergreen Packaging Inc.	Dec-31	U.S.A.	100	100	100
GEC Packaging Technologies LLC	Dec 31	U.S.A.	100	100	100
GPC Holdings LLC (f)	Dec-31	U.S.A.	—	100	—
GPC Opco GP LLC	Dec-31	U.S.A.	100	100	100
GPC Sub GP LLC	Dec-31	U.S.A.	100	100	100
GPC US LLC (c)	Dec-31	U.S.A.	100	—	100
Graham Packaging Acquisition Corp. (f)	Dec-31	U.S.A.	—	100	—
Graham Packaging Company Europe LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging Company Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Company, L.P.	Dec-31	U.S.A.	100	100	100
Graham Packaging Holdings Company	Dec-31	U.S.A.	100	100	100
Graham Packaging International Plastics Products Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Latin America, LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging Leasing USA LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging PET Technologies Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Plastic Products LLC (s)	Dec-31	U.S.A.	100	100	100
Graham Packaging PX Company	Dec-31	U.S.A.	100	100	100
Graham Packaging PX Holding Corporation	Dec-31	U.S.A.	100	100	100
Graham Packaging PX, LLC	Dec-31	U.S.A.	100	100	100
Pactiv International Holdings Inc.	Dec-31	U.S.A.	100	100	100
Pactiv LLC	Dec-31	U.S.A.	100	100	100
Pactiv Management Company LLC	Dec-31	U.S.A.	100	100	100
Pactiv Packaging Inc.	Dec-31	U.S.A.	100	100	100
PCA West Inc.	Dec-31	U.S.A.	100	100	100
RenPac Holdings Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Consumer Products Holdings LLC	Dec-31	U.S.A.	100	100	100
Reynolds Consumer Products LLC	Dec-31	U.S.A.	100	100	100
Reynolds Group Holdings Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Group Issuer Inc.	Dec-31	U.S.A.	100	100	100

F-56

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Reynolds Group Issuer LLC	Dec-31	U.S.A.	100	100	100
Reynolds Manufacturing, Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Presto Products Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Services Inc.	Dec-31	U.S.A.	100	100	100
Southern Plastics Inc.	Dec-31	U.S.A.	100	100	100
Trans Western Polymers, Inc.	Dec-31	U.S.A.	100	100	100
Alusud Venezuela S.A. (a)	Dec-31	Venezuela	—	100	—

(a) Voluntarily liquidated/deregistered/dissolved during the year.

(b) The Group has the control and it has the power to govern the financial and operating policies of the entity.

(c) Incorporated during the year.

(d) In voluntary liquidation.

(e) Sold during the year.

(f) Merged during the year with another entity in the Group.

(g) Included as a group entity on the basis that Beverage Packaging Holdings I Limited is the manager and beneficiary of this entity.

(h) Jurisdiction changed during the year from Luxembourg.

(i) Name changed during the year from Beverage Packaging Holdings (Luxembourg) I S.A.

(j) Name changed during the year from Beverage Packaging Holdings (Luxembourg) III S.à r.l.

(k) Name changed during the year from Beverage Packaging Holdings (Luxembourg) V S.A.

(l) Jurisdiction changed during the year from Netherlands.

(m) Name changed during the year from Closure Systems International B.V.

(n) Name changed during the year from Evergreen Packaging International B.V.

(o) Name changed during the year from Reynolds Group Issuer (Luxembourg) S.A.

(p) Name changed during the year from Reynolds Packaging International B.V.

(q) Name changed during the year from Closure Systems International (UK) Limited.

(r) Company restored to the UK Register of Companies during the year.

(s) Name changed during the year from Graham Packaging Plastic Products Inc.

23.    Operating leases

Non-cancellable operating lease rentals are payable as follows:

	As of December 31,
(In $ million)	2017	2016
Less than one year	110	103
Between 1 and 5 years	244	239
More than 5 years	63	76
Total	417	418

During the year ended December 31, 2017, $133 million of operating lease expense was recognized in continuing operations in the statement of comprehensive income as a component of profit or loss (2016: $114 million; 2015: $124 million).

24.    Capital commitments

As of December 31, 2017, the Group had entered into contracts to incur capital expenditures of $155 million (2016: $95 million) for the acquisition of property, plant and equipment. These commitments are expected to be settled in the following financial year.

25.    Contingencies

Management fee

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

Security and guarantee arrangements

Certain members of the Group have entered into guarantee and security arrangements in respect of the Group's indebtedness (refer to note 16 for additional information).

Other matters

The Group is party to litigation, legal proceedings and tax examinations arising from its operations. The Group establishes provisions for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on management's assessment of the facts and circumstances now known, management does not believe any of these matters, individually or in the aggregate, will

F-57

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

have a material adverse effect on the Group's financial position, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on the Group's financial position, results of operations or cash flows in a particular future period. As of December 31, 2017, except for amounts provided, there were no legal proceedings pending other than those for which the Group has determined that the possibility of a material outflow is remote.

As part of the agreements for the sale of various businesses, the Group has provided certain warranties and indemnities to the respective purchasers as set out in the respective sale agreements. These warranties and indemnities are subject to various terms and conditions affecting the duration and total amount of the indemnities. As of December 31, 2017, the Group is not aware of any material claims under these agreements that would give rise to an additional liability. However, if such claims arise in the future, they could have a material effect on the Group’s financial position, results of operations and cash flows.

26.    Condensed consolidating guarantor financial information

Certain of the Group's subsidiaries have guaranteed the Group's obligations under the Reynolds Notes (as defined in note 16).

The following condensed consolidating financial information presents:

(1) The condensed consolidating statements of financial position as of December 31, 2017 and 2016 and the related statements of comprehensive income and cash flows for each of the years ended December 31, 2017, 2016 and 2015 of:

a. Reynolds Group Holdings Limited, the Parent;

b. the Reynolds Notes Issuers (as defined in note 16);

c. the other guarantor subsidiaries;

d. the non-guarantor subsidiaries; and

e. the Group on a consolidated basis.

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

The condensed consolidating statements of comprehensive income and consolidating statements of cash flows for the years ended December 31, 2017, 2016 and 2015 and the condensed consolidating statements of financial position as of December 31, 2017 and 2016 reflect the current guarantor structure of the Group.

Each guarantor subsidiary is 100% owned by the Parent. The notes are guaranteed to the extent permitted by law and are subject to certain customary guarantee release provisions set forth in the indentures governing the notes on a joint and several basis by each guarantor subsidiary. Provided below are condensed consolidating statements of comprehensive income, financial position and cash flows of each of the companies listed above, together with the condensed consolidating statements of comprehensive income, financial position and cash flows of guarantor and non-guarantor subsidiaries. These have been prepared under the Group's accounting policies disclosed in note 3 which comply with IFRS with the exception of investments in subsidiaries. Investments in subsidiaries are accounted for using the equity method. The guarantor subsidiaries and non-guarantor subsidiaries are each presented on a combined basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

F-58

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Condensed consolidating statement of comprehensive income

	For the year ended December 31, 2017
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Revenue	—		—		9,368		1,352		(196	)	10,524
Cost of sales	—		—		(7,259	)	(1,139	)	196		(8,202	)
Gross profit	—		—		2,109		213		—		2,322
Net other income (expenses) and share of equity method earnings, net of income tax	425		—		176		(69	)	(610	)	(78	)
Selling, marketing and distribution expenses	—		—		(247	)	(30	)	—		(277	)
General and administration expenses	—		—		(681	)	(64	)	—		(745	)
Profit (loss) from operating activities	425		—		1,357		50		(610	)	1,222
Financial income	17		567		26		65		(626	)	49
Financial expenses	(2	)	(423	)	(904	)	(47	)	626		(750	)
Net financial income (expenses)	15		144		(878	)	18		—		(701	)
Profit (loss) from continuing operations before income tax	440		144		479		68		(610	)	521
Income tax (expense) benefit	(2	)	(22	)	(34	)	(23	)	—		(81	)
Profit (loss) from continuing operations	438		122		445		45		(610	)	440
Profit (loss) from discontinued operations, net of income tax	(1	)	—		(1	)	—		1		(1	)
Profit (loss) for the year	437		122		444		45		(609	)	439
Total other comprehensive income (loss), net of income tax	257		—		253		92		(345	)	257
Total comprehensive income (loss) for the year	694		122		697		137		(954	)	696
Profit (loss) attributable to:
Equity holder of the Group - continuing operations	438		122		445		43		(610	)	438
Equity holder of the Group - discontinued operations	(1	)	—		(1	)	—		1		(1	)
Non-controlling interests	—		—		—		2		—		2
	437		122		444		45		(609	)	439
Total comprehensive income (loss) attributable to:
Equity holder of the Group - continuing operations	695		122		698		135		(955	)	695
Equity holder of the Group - discontinued operations	(1	)	—		(1	)	—		1		(1	)
Non-controlling interests	—		—		—		2		—		2
	694		122		697		137		(954	)	696

F-59

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Condensed consolidating statement of financial position

	As of December 31, 2017
(In $ million)	Parent	Reynolds Notes Issuers	Other guarantor entities	Non-guarantor entities	Adjustments and eliminations		Consolidated
Assets
Cash and cash equivalents	—	—	457	160	—		617
Trade and other receivables, net	—	—	93	1,043	—		1,136
Inventories	—	—	1,225	145	—		1,370
Inter-group receivables	—	717	25	—	(742	)	—
Assets held for sale	—	—	3	141	—		144
Other assets	—	4	43	18	—		65
Total current assets	—	721	1,846	1,507	(742	)	3,332
Investments in subsidiaries	1,407	—	1,125	—	(2,532	)	—
Property, plant and equipment	—	—	2,601	322	—		2,923
Intangible assets	—	—	9,306	353	—		9,659
Inter-group receivables	9	6,763	1,609	149	(8,530	)	—
Other assets	330	282	114	42	—		768
Total non-current assets	1,746	7,045	14,755	866	(11,062	)	13,350
Total assets	1,746	7,766	16,601	2,373	(11,804	)	16,682
Liabilities
Trade and other payables	33	125	786	172	—		1,116
Borrowings	—	—	52	418	—		470
Inter-group payables	—	4	718	20	(742	)	—
Liabilities directly associated with assets held for sale	—	—	—	34	—		34
Other liabilities	6	—	257	35	—		298
Total current liabilities	39	129	1,813	679	(742	)	1,918
Borrowings	—	6,897	4,022	—	—		10,919
Inter-group liabilities	65	490	7,304	671	(8,530	)	—
Other liabilities	—	66	2,055	72	—		2,193
Total non-current liabilities	65	7,453	13,381	743	(8,530	)	13,112
Total liabilities	104	7,582	15,194	1,422	(9,272	)	15,030
Net assets	1,642	184	1,407	951	(2,532	)	1,652
Equity
Equity attributable to equity holder of the Group	1,642	184	1,407	941	(2,532	)	1,642
Non-controlling interests	—	—	—	10	—		10
Total equity	1,642	184	1,407	951	(2,532	)	1,652

F-60

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Condensed consolidating statement of cash flows

	For the year ended December 31, 2017
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Net cash from (used in) operating activities	(18	)	(397	)	1,245		(136	)	146		840
Cash flows from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets	—		—		(362	)	(48	)	—		(410	)
Proceeds from sale of property, plant and equipment and other assets	—		—		5		—		—		5
Disposal of businesses, net of cash disposed	—		—		12		32		—		44
Net related party (advances) repayments	—		446		(413	)	14		(47	)	—
Related party interest received	—		131		15		—		(146	)	—
Other	—		—		2		—		—		2
Net cash from (used in) investing activities	—		577		(741	)	(2	)	(193	)	(359	)
Cash flows from (used in) financing activities
Drawdown of borrowings	—		—		—		452		—		452
Repayment of borrowings	—		(445	)	(336	)	(440	)	—		(1,221	)
Net related party borrowings (repayments)	18		265		(459	)	129		47		—
Payment of debt transaction costs	—		—		(6	)	(4	)	—		(10	)
Other	—		—		(3	)	(3	)	—		(6	)
Net cash from (used in) financing activities	18		(180	)	(804	)	134		47		(785	)

F-61

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Condensed consolidating statement of comprehensive income

	For the year ended December 31, 2016
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Revenue	—		—		9,386		1,446		(186	)	10,646
Cost of sales	—		—		(7,224	)	(1,221	)	186		(8,259	)
Gross profit	—		—		2,162		225		—		2,387
Net other income (expenses) and share of equity method earnings, net of income tax	151		—		130		(64	)	(289	)	(72	)
Selling, marketing and distribution expenses	—		—		(281	)	(34	)	—		(315	)
General and administration expenses	—		—		(779	)	(76	)	—		(855	)
Profit (loss) from operating activities	151		—		1,232		51		(289	)	1,145
Financial income	17		813		29		58		(748	)	169
Financial expenses	—		(724	)	(1,041	)	(25	)	748		(1,042	)
Net financial income (expenses)	17		89		(1,012	)	33		—		(873	)
Profit (loss) from continuing operations before income tax	168		89		220		84		(289	)	272
Income tax (expense) benefit	(3	)	(33	)	(43	)	(26	)	—		(105	)
Profit (loss) from continuing operations	165		56		177		58		(289	)	167
Profit (loss) from discontinued operations, net of income tax	(6	)	—		1		—		(1	)	(6	)
Profit (loss) for the year	159		56		178		58		(290	)	161
Total other comprehensive income (loss), net of income tax	8		—		4		(85	)	81		8
Total comprehensive income (loss) for the year	167		56		182		(27	)	(209	)	169
Profit (loss) attributable to:
Equity holder of the Group - continuing operations	165		56		177		56		(289	)	165
Equity holder of the Group - discontinued operations	(6	)	—		1		—		(1	)	(6	)
Non-controlling interests	—		—		—		2		—		2
	159		56		178		58		(290	)	161
Total comprehensive income (loss) attributable to:
Equity holder of the Group - continuing operations	173		56		181		(29	)	(208	)	173
Equity holder of the Group - discontinued operations	(6	)	—		1		—		(1	)	(6	)
Non-controlling interests	—		—		—		2		—		2
	167		56		182		(27	)	(209	)	169

F-62

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Condensed consolidating statement of financial position

	As of December 31, 2016
(In $ million)	Parent	Reynolds Notes Issuers	Other guarantor entities	Non-guarantor entities	Adjustments and eliminations		Consolidated
Assets
Cash and cash equivalents	—	—	757	175	—		932
Trade and other receivables, net	6	—	152	893	—		1,051
Inventories	—	—	1,090	155	—		1,245
Inter-group receivables	—	332	21	2	(355	)	—
Assets held for sale	—	—	4	22	—		26
Other assets	—	—	57	21	—		78
Total current assets	6	332	2,081	1,268	(355	)	3,332
Investments in subsidiaries	710	—	907	—	(1,617	)	—
Property, plant and equipment	—	—	2,626	384	—		3,010
Intangible assets	—	—	9,556	346	—		9,902
Inter-group receivables	13	7,266	1,059	128	(8,466	)	—
Other assets	330	258	85	37	—		710
Total non-current assets	1,053	7,524	14,233	895	(10,083	)	13,622
Total assets	1,059	7,856	16,314	2,163	(10,438	)	16,954
Liabilities
Trade and other payables	60	144	785	193	—		1,182
Borrowings	1	—	338	407	—		746
Inter-group payables	—	1	337	20	(358	)	—
Liabilities directly associated with assets held for sale	—	—	—	23	—		23
Other liabilities	5	1	314	42	—		362
Total current liabilities	66	146	1,774	685	(358	)	2,313
Borrowings	—	7,332	3,992	1	—		11,325
Inter-group liabilities	45	272	7,637	509	(8,463	)	—
Other liabilities	—	81	2,201	77	—		2,359
Total non-current liabilities	45	7,685	13,830	587	(8,463	)	13,684
Total liabilities	111	7,831	15,604	1,272	(8,821	)	15,997
Net assets	948	25	710	891	(1,617	)	957
Equity
Equity attributable to equity holder of the Group	948	25	710	882	(1,617	)	948
Non-controlling interests	—	—	—	9	—		9
Total equity	948	25	710	891	(1,617	)	957

F-63

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Condensed consolidating statement of cash flows

	For the year ended December 31, 2016
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Net cash from (used in) operating activities	(46	)	(727	)	1,132		68		449		876
Cash flows from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets	—		—		(286	)	(38	)	—		(324	)
Proceeds from sale of property, plant and equipment and other assets	—		—		10		3		—		13
Disposal of businesses, net of cash disposed	—		—		149		—		—		149
Net related party (advances) repayments	—		1,811		(38	)	4		(1,777	)	—
Related party interest received	—		450		4		—		(449	)	5
Net cash from (used in) investing activities	—		2,261		(161	)	(31	)	(2,226	)	(157	)
Cash flows from (used in) financing activities
Drawdown of borrowings	—		3,152		1,348		206		—		4,706
Repayment of borrowings	—		(4,774	)	(1,450	)	(115	)	—		(6,339	)
Net related party borrowings (repayments)	45		122		(1,824	)	(120	)	1,777		—
Payment of debt transaction costs	—		(34	)	(76	)	—		—		(110	)
Other	—		—		(5	)	(1	)	—		(6	)
Net cash from (used in) financing activities	45		(1,534	)	(2,007	)	(30	)	1,777		(1,749	)

F-64

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Condensed consolidating statement of comprehensive income

	For the year ended December 31, 2015
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Revenue	—		—		9,795		1,594		(211	)	11,178
Cost of sales	—		—		(7,825	)	(1,364	)	211		(8,978	)
Gross profit	—		—		1,970		230		—		2,200
Net other income (expenses) and share of equity method earnings, net of income tax	(358	)	—		110		(15	)	316		53
Selling, marketing and distribution expenses	—		—		(228	)	(34	)	—		(262	)
General and administration expenses	—		—		(668	)	(77	)	—		(745	)
Profit (loss) from operating activities	(358	)	—		1,184		104		316		1,246
Financial income	19		1,074		18		72		(1,161	)	22
Financial expenses	(15	)	(1,238	)	(1,433	)	(37	)	1,161		(1,562	)
Net financial income (expenses)	4		(164	)	(1,415	)	35		—		(1,540	)
Profit (loss) from continuing operations before income tax	(354	)	(164	)	(231	)	139		316		(294	)
Income tax (expense) benefit	(2	)	43		(68	)	(33	)	—		(60	)
Profit (loss) from continuing operations	(356	)	(121	)	(299	)	106		316		(354	)
Profit (loss) from discontinued operations, net of income tax	2,672		—		2,678		4		(2,682	)	2,672
Profit (loss) for the year	2,316		(121	)	2,379		110		(2,366	)	2,318
Total other comprehensive income (loss), net of income tax	(391	)	—		(369	)	(125	)	494		(391	)
Total comprehensive income (loss) for the year	1,925		(121	)	2,010		(15	)	(1,872	)	1,927
Profit (loss) attributable to:
Equity holder of the Group - continuing operations	(356	)	(121	)	(299	)	104		316		(356	)
Equity holder of the Group - discontinued operations	2,672		—		2,678		4		(2,682	)	2,672
Non-controlling interests	—		—		—		2		—		2
	2,316		(121	)	2,379		110		(2,366	)	2,318
Total comprehensive income (loss) attributable to:
Equity holder of the Group - continuing operations	(326	)	(121	)	(247	)	(13	)	381		(326	)
Equity holder of the Group - discontinued operations	2,251		—		2,257		(4	)	(2,253	)	2,251
Non-controlling interests	—		—		—		2		—		2
	1,925		(121	)	2,010		(15	)	(1,872	)	1,927

F-65

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Condensed consolidating statement of cash flows

	For the year ended December 31, 2015
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Net cash from (used in) operating activities	(41	)	(800	)	698		(26	)	823		654
Cash flows from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets	—		—		(323	)	(58	)	—		(381	)
Purchases of short-term investments	—		—		(200	)	—		—		(200	)
Proceeds from sale of short-term investments	—		—		200		—		—		200
Proceeds from sale of property, plant and equipment and other assets	—		—		23		—		—		23
Proceeds from insurance claims	—		—		26		—		—		26
Disposal of businesses, net of cash disposed	—		—		4,168		(20	)	—		4,148
Net related party (advances) repayments	—		4,010		(9	)	12		(4,013	)	—
Proceeds from intercompany share repurchase	41		—		—		—		(41	)	—
Intercompany capital injection	—		—		(7	)	—		7		—
Related party interest received	—		803		14		6		(823	)	—
Other	—		—		3		1		—		4
Net cash from (used in) investing activities	41		4,813		3,895		(59	)	(4,870	)	3,820
Cash flows from (used in) financing activities
Drawdown of borrowings	—		—		—		150		—		150
Repayment of borrowings	—		(3,982	)	(72	)	(228	)	—		(4,282	)
Net related party borrowings (repayments)	—		(30	)	(4,022	)	39		4,013		—
Payment of debt transaction costs	—		—		(15	)	—		—		(15	)
Payment for intercompany share repurchase	—		—		(41	)	—		41		—
Proceeds from intercompany capital injection	—		—		—		7		(7	)	—
Other	—		—		(4	)	(5	)	—		(9	)
Net cash from (used in) financing activities	—		(4,012	)	(4,154	)	(37	)	4,047		(4,156	)

F-66

Reynolds Group Holdings Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

27.    Subsequent events

On January 16, 2018, the Group issued a notice of redemption for $300 million aggregate principal amount of the outstanding 6.875% Senior Secured Notes due 2021 to be repaid on February 15, 2018 at a redemption price of 101.146% plus accrued and unpaid interest.

Other than as disclosed herein, there have been no events subsequent to December 31, 2017 which would require accrual or disclosure in these consolidated financial statements.

F-67

Beverage Packaging Holdings I Limited

Consolidated financial statements for the year ended

December 31, 2017

Beverage Packaging Holdings I Limited

Contents

Index to the Consolidated Financial Statements

Report of independent registered public accounting firm	G-2
Consolidated statements of comprehensive income	G-3
Consolidated statements of financial position	G-4
Consolidated statements of changes in equity (deficit)	G-5
Consolidated statements of cash flows	G-6
Notes to the consolidated financial statements	G-8

G-1

Report of Independent Registered Public Accounting Firm

To the Shareholder and Board of Directors of Beverage Packaging Holdings I Limited:

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Beverage Packaging Holdings I Limited and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of comprehensive income, changes in equity (deficit) and cash flows for each of the three years in the period ended December 31, 2017, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements 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 of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits 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. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Chicago, Illinois USA

February 13, 2018

We have served as the Company's auditor since 2009.

G-2

Beverage Packaging Holdings I Limited

Consolidated statements of comprehensive income

		For the year ended December 31,
(In $ million)	Note	2017		2016		2015
Revenue		10,524		10,646		11,178
Cost of sales	*	(8,202	)	(8,259	)	(8,978	)
Gross profit		2,322		2,387		2,200
Selling, marketing and distribution expenses	*	(277	)	(315	)	(262	)
General and administration expenses	*	(745	)	(855	)	(745	)
Net other income (expenses)	6	(59	)	(45	)	111
Profit from operating activities		1,241		1,172		1,304
Financial income	9	34		152		7
Financial expenses	9	(750	)	(1,042	)	(1,551	)
Net financial expenses		(716	)	(890	)	(1,544	)
Profit (loss) from continuing operations before income tax		525		282		(240	)
Income tax (expense) benefit	10	(80	)	(103	)	(58	)
Profit (loss) from continuing operations		445		179		(298	)
Profit (loss) from discontinued operations, net of income tax	7	(1	)	1		2,678
Profit (loss) for the year		444		180		2,380
Other comprehensive income (loss), net of income tax
Items that may be reclassified into profit (loss)
Exchange differences on translating foreign operations		74		(70	)	(84	)
Reclassification from foreign currency translation reserve		27		—		(452	)
Items that will not be reclassified into profit (loss)
Remeasurement of defined benefit plans	17	154		74		167
Total other comprehensive income (loss), net of income tax		255		4		(369	)
Total comprehensive income (loss)		699		184		2,011
Profit (loss) attributable to:
Equity holder of the Group - continuing operations		443		177		(300	)
Equity holder of the Group - discontinued operations		(1	)	1		2,678
Non-controlling interests		2		2		2
		444		180		2,380
Total comprehensive income (loss) attributable to:
Equity holder of the Group - continuing operations		698		181		(248	)
Equity holder of the Group - discontinued operations		(1	)	1		2,257
Non-controlling interests		2		2		2
		699		184		2,011

* For information on expenses by nature, refer to notes 8, 9, 12, 13, 14, 17 and 23.

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

G-3

Beverage Packaging Holdings I Limited

Consolidated statements of financial position

		As of December 31,
(In $ million)	Note	2017		2016
Assets
Cash and cash equivalents		617		932
Trade and other receivables, net	11	1,136		1,090
Inventories	12	1,370		1,245
Current tax assets	10	14		21
Assets held for sale		144		26
Derivatives	20	11		7
Other assets		40		50
Total current assets		3,332		3,371
Related party and other non-current receivables	11	88		22
Investments in associates and joint ventures		24		22
Deferred tax assets	10	32		8
Property, plant and equipment	13	2,923		3,010
Intangible assets	14	9,659		9,902
Derivatives	20	281		257
Other assets		79		71
Total non-current assets		13,086		13,292
Total assets		16,418		16,663
Liabilities
Trade and other payables	15	1,092		1,134
Liabilities directly associated with assets held for sale		34		23
Borrowings	16	470		745
Current tax liabilities	10	39		42
Derivatives	20	2		3
Employee benefits	17	213		248
Provisions	18	39		65
Total current liabilities		1,889		2,260
Non-current payables	15	45		40
Borrowings	16	10,919		11,325
Deferred tax liabilities	10	1,014		1,082
Employee benefits	17	1,045		1,162
Provisions	18	89		75
Total non-current liabilities		13,112		13,684
Total liabilities		15,001		15,944
Net assets		1,417		719
Equity
Share capital	19	2,188		2,188
Reserves		(1,759	)	(2,017	)
Retained profits		978		539
Equity attributable to equity holder of the Group		1,407		710
Non-controlling interests		10		9
Total equity		1,417		719

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

G-4

Beverage Packaging Holdings I Limited

Consolidated statements of changes in equity (deficit)

(In $ million)	Note	Share capital		Translation of foreign operations		Other reserves(1)		Retained profits (accumulated losses)		Equity (deficit) attributable to equity holder of the Group		Non-controlling interests		Total
Balance at the beginning of the year (January 1, 2015)		2,311		72		(1,678	)	(2,063	)	(1,358	)	19		(1,339	)
Total comprehensive income (loss) for the year:
Profit (loss) after income tax		—		—		—		2,378		2,378		2		2,380
Remeasurement of defined benefit plans, net of income tax	17	—		—		167		—		167		—		167
Foreign currency translation reserve		—		(84	)	—		—		(84	)	—		(84	)
Reclassification of foreign currency translation reserve upon sale of SIG		—		(452	)	—		—		(452	)	—		(452	)
Total comprehensive income (loss) for the year		—		(536	)	167		2,378		2,009		2		2,011
Reclassification upon sale of SIG		—		—		(46	)	46		—		—		—
Share repurchase		(123	)	—		—		—		(123	)	—		(123	)
Dividends paid to non-controlling interests		—		—		—		—		—		(5	)	(5	)
Balance as of December 31, 2015		2,188		(464	)	(1,557	)	361		528		16		544
Balance at the beginning of the year (January 1, 2016)		2,188		(464	)	(1,557	)	361		528		16		544
Total comprehensive income (loss) for the year:
Profit (loss) after income tax		—		—		—		178		178		2		180
Remeasurement of defined benefit plans, net of income tax	17	—		—		74		—		74		—		74
Foreign currency translation reserve		—		(70	)	—		—		(70	)	—		(70	)
Total comprehensive income (loss) for the year		—		(70	)	74		178		182		2		184
Change upon sale of business		—		—		—		—		—		(7	)	(7	)
Dividends paid to non-controlling interests		—		—		—		—		—		(2	)	(2	)
Balance as of December 31, 2016		2,188		(534	)	(1,483	)	539		710		9		719
Balance at the beginning of the year (January 1, 2017)		2,188		(534	)	(1,483	)	539		710		9		719
Total comprehensive income (loss) for the year:
Profit (loss) after income tax		—		—		—		442		442		2		444
Remeasurement of defined benefit plans, net of income tax	17	—		—		154		—		154		—		154
Foreign currency translation reserve		—		74		—		—		74		—		74
Reclassification of foreign currency translation reserve upon disposal of businesses		—		27		—		—		27		—		27
Total comprehensive income (loss) for the year		—		101		154		442		697		2		699
Change upon sale of business		—		—		3		(3	)	—		—		—
Dividends paid to non-controlling interests		—		—		—		—		—		(1	)	(1	)
Balance as of December 31, 2017		2,188		(433	)	(1,326	)	978		1,407		10		1,417

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

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

G-5

Beverage Packaging Holdings I Limited

Consolidated statements of cash flows

		For the year ended December 31,
(In $ million)	Note	2017		2016		2015
Cash flows from operating activities
Profit (loss)		444		180		2,380
Adjustments for:
Depreciation and amortization		674		707		714
Asset impairment charges		45		45		17
Foreign currency adjustments		1		5		4
Change in fair value of derivatives		—		(18	)	(87	)
(Gain) loss on sale or disposal of businesses and non-current assets		15		3		(2,905	)
Business disposal costs		(1	)	(1	)	(38	)
Share of profit of associates and joint ventures, net of income tax		(2	)	(3	)	(9	)
Net financial expenses		716		890		1,754
Premium on extinguishment of borrowings		(11	)	(122	)	(226	)
Interest paid		(644	)	(909	)	(1,110	)
Income tax expense (benefit)		80		103		116
Income taxes paid, net of refunds received		(196	)	(162	)	(74	)
Change in trade and other receivables		(110	)	9		51
Change in inventories		(151	)	(2	)	138
Change in trade and other payables		9		18		(145	)
Change in provisions and employee benefits		1		176		92
Change in other assets and liabilities		(12	)	3		17
Net cash from operating activities		858		922		689
Cash flows from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets		(410	)	(324	)	(381	)
Purchases of short-term investments		—		—		(200	)
Proceeds from sale of short-term investments		—		—		200
Proceeds from sale of property, plant and equipment and other assets		5		13		23
Proceeds from insurance claims		—		—		26
Disposal of businesses, net of cash disposed		44		149		4,148
Related party loan advance	21	(18	)	(45	)	—
Other		2		5		9
Net cash from (used in) investing activities		(377	)	(202	)	3,825
Cash flows used in financing activities
Drawdown of borrowings		452		4,706		150
Repayment of borrowings		(1,221	)	(5,107	)	(4,282	)
Related party borrowings (repayments)		—		(1,232	)	—
Payment of debt transaction costs		(10	)	(110	)	(15	)
Share repurchase		—		—		(41	)
Other		(6	)	(6	)	(9	)
Net cash used in financing activities		(785	)	(1,749	)	(4,197	)
Net increase (decrease) in cash and cash equivalents		(304	)	(1,029	)	317
Cash and cash equivalents, net of bank overdrafts, at the beginning of the year		932		1,976		1,587
Cash and cash equivalents classified as assets held for sale at the beginning of the year		3		—		97
Effect of exchange rate fluctuations on cash and cash equivalents		6		(12	)	(25	)
Cash and cash equivalents as of December 31		637		935		1,976
Cash and cash equivalents are comprised of:
Cash and cash equivalents		617		932		1,976
Cash and cash equivalents classified as assets held for sale		20		3		—
Cash and cash equivalents as of December 31		637		935		1,976

G-6

Beverage Packaging Holdings I Limited

Consolidated statements of cash flows

Significant non-cash financing and investing activities

In February 2017, Reynolds Group Holdings Limited ("RGHL"), the immediate parent of the Group, and the Group refinanced their Credit Agreement as discussed further in note 16. The refinancing resulted in no actual cash flows other than the payment of fees, which is included above in payment of debt transaction costs. The principal amount outstanding at the time of the refinancing was $3,583 million.

In August 2016, RGHL and the Group amended their credit agreement as discussed further in note 16. The amount outstanding at the time of the amendment was $2,454 million. The amendment was with the same financial institutions resulting in no actual cash flows other than the repayment of $203 million of principal balance and the payment of fees, which is included above in payment of debt transaction costs.

During the year ended December 31, 2015, the Group settled $82 million of the consideration from the reduction in share capital (refer to note 19) in the form of related party note receivables.

In February 2015, RGHL and the Group amended their credit agreement. The amount outstanding at the time of the amendment was $2,439 million. The amendment was with the same financial institutions resulting in no actual cash flows other than the payment of fees, which is included above in payment of debt transaction costs.

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

G-7

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

1.Reporting entity

Beverage Packaging Holdings I Limited (the “Company”) is a company domiciled in New Zealand and registered under the Companies Act 1993. During the year ended December 31, 2017, the Company changed its name from Beverage Packaging Holdings (Luxembourg) I S.A. and converted from a company incorporated in Luxembourg to a company incorporated in, and governed by the laws of, New Zealand.

The consolidated financial statements of Beverage Packaging Holdings I Limited as of and for the year ended December 31, 2017 comprise the Company and its subsidiaries and their interests in associates and jointly controlled entities. Collectively, these entities are referred to as the “Group.”

The Group is principally engaged in the manufacture and supply of consumer food and beverage packaging and storage products, primarily in North America, Asia, Europe and South America.

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

2.    Basis of preparation

2.1    Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and International Financial Reporting Interpretations Committee ("IFRIC") Interpretations as issued by the International Accounting Standards Board ("IASB").

The consolidated financial statements were approved by the Board of Directors (the “Directors”) on February 13, 2018 in Chicago, Illinois (February 14, 2018 in Auckland, New Zealand).

2.2    Going concern

The consolidated financial statements have been prepared using the going concern assumption.

2.3    Basis of measurement

The consolidated financial statements have been prepared under the historical cost convention except for:

• certain components of inventory which are measured at net realizable value;

• defined benefit pension plan liabilities and post-employment medical plan liabilities which are measured under the projected unit credit method; and

• certain assets and liabilities, such as derivatives, which are measured at fair value.

Information disclosed in the consolidated statement of comprehensive income, consolidated statement of changes in equity (deficit) and consolidated statement of cash flows for the current year is for the twelve month period ended December 31, 2017. Information for the comparative years is for the twelve month periods ended December 31, 2016 and December 31, 2015.

2.4    Presentation currency

These consolidated financial statements are presented in U.S. dollars (“$”), which is the Group’s presentation currency.

2.5    Use of estimates and judgements

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

Information about the areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is described in note 4.

2.6    Comparative information

During the year ended December 31, 2015, the Group made an adjustment to correct for an error related to the overstatement of employee benefits liability. The adjustment decreased the employee benefits liability by $19 million, increased deferred tax liabilities by $7 million and increased other comprehensive income by $12 million. The adjustment had no impact on the reported profit for the period, Adjusted EBITDA or the consolidated statement of cash flows. The adjustment did not have a material impact on any current or previously reported interim or annual consolidated financial statements.

During the year ended December 31, 2015, the Group made a cumulative adjustment to correct for amortization expense that was recorded in error since January 2012 at Pactiv Foodservice. The adjustment decreased general and administration expenses and increased intangible assets

G-8

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

by $18 million. The impact to profit (loss) for the year was an increase of $11 million in profit. The adjustment had no impact on Adjusted EBITDA or the consolidated statement of cash flows. The adjustment did not have a material impact on any current or previously reported interim or annual consolidated financial statements.

3.    Significant accounting policies

The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements by all Group entities.

3.1    Basis of consolidation

(a)    Subsidiaries

Subsidiaries are entities controlled by the parent of the Group. Control is achieved when the parent of the Group: has power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns from the investee. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there have been changes to one or more of these three elements of control. The financial statements of the subsidiaries are included in the consolidated financial statements from the date control commences until the date that control ceases.

The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of the acquisition, including the fair value of any contingent consideration and share-based payment awards (as measured in accordance with IFRS 2 “Share Based Payments”) of the acquiree that are mandatorily replaced as a result of the transaction. Transaction costs that the Group incurs in connection with an acquisition are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair value at the acquisition date, irrespective of the extent of any non-controlling interests. Non-controlling interests are initially recognized at their proportionate share of the fair value of the net assets acquired.

During the measurement period, an acquirer can report provisional information for a business combination if by the end of the reporting period in which the combination occurs the accounting is incomplete. The measurement period, however, ends at the earlier of when the acquirer has received all of the necessary information to determine the fair values or one year from the date of the acquisition.

(b)    Joint ventures and associates

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies, generally accompanied by a shareholding of between 20% and 50% of the voting rights. Investments in joint ventures and associates are accounted for using the equity method of accounting.

(c)    Transactions between entities under common control

Common control transactions arise between entities that are under the ultimate ownership of the common sole shareholder, Mr. Graeme Hart.

Acquisitions of businesses under common control are accounted for as follows:

• predecessor value method requires the financial statements to be prepared using predecessor book values without any step up to fair values;

• premium or discount on acquisition is calculated as the difference between the total consideration paid and the book value of the share capital of the acquired entity, and is recognized directly in equity as a component of a separate reserve; and

• the results of operations and cash flows of the acquired entity are included on a restated basis in the financial statements from the date that common control originally commenced (i.e., from the date the business was acquired by Mr. Graeme Hart) as though the entities had always been combined from the common control date forward.

(d)    Transactions eliminated on consolidation

Intra-group balances and unrealized items of income and expense arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

(e)    Transactions with non-controlling interests

The Group accounts for transactions with non-controlling interests as transactions with the equity owner of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

3.2    Foreign currency

(a)    Functional currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company is the U.S. dollar.

G-9

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

(b)    Foreign currency transactions

Foreign currency transactions are converted into the functional currency of the entity using the exchange rates prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency of the respective entities at the exchange rate at that date.

Foreign currency transactional gains or losses are recognized in the statement of comprehensive income as a component of profit or loss, unless the underlying transaction is recognized directly in equity.

(c)    Foreign currency translations

The results of operations and financial position of those entities that have a functional currency different from the presentation currency of the Group are translated into the Group's presentation currency as follows:

(i) assets and liabilities for each statement of financial position presented are translated at the closing exchange rate at the reporting date of the statement of financial position;

(ii) income and expense items for each profit or loss item are translated at average exchange rates;

(iii) items of other comprehensive income are translated at average exchange rates; and

(iv) all resulting exchange differences are recognized as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities are recognized as a component of equity and included in the foreign currency translation reserve. When a foreign operation is sold, such exchange differences are recognized in the statement of comprehensive income as part of the gain or loss on the sale.

(d)    Significant exchange rates

The following significant exchange rates applied during the year:

	Average rate for the year ended December 31,			As of December 31,
	2017	2016	2015	2017	2016
1 €	1.13	1.11	1.11	1.19	1.06
10 MXN	0.53	0.54	0.63	0.51	0.48
1 CA$	0.77	0.75	0.78	0.80	0.74

3.3    Non-derivative financial instruments

Non-derivative financial instruments are comprised of cash and cash equivalents, trade and other receivables, trade and other payables and interest bearing borrowings.

A non-derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of the instrument. Non-derivative financial assets are derecognized if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset. Non-derivative financial liabilities are derecognized if the Group's obligations specified in the contract expire or are discharged or cancelled.

Non-derivative financial instruments are recognized initially at fair value, plus any directly attributable transaction costs for instruments not at fair value through profit or loss. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

Non-derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to offset exists and the Group intends to either settle the instrument net or realize the asset and liability simultaneously.

Upon initial acquisition the Group classifies its financial instruments in one of the following categories, which is dependent on the purpose for which the financial instruments were acquired or assumed.

(a)    Cash and cash equivalents

Cash and cash equivalents are comprised of cash on hand, deposits held at call with banks and other short-term highly liquid investments with maturities of less than three months. Bank overdrafts are included in borrowings and are classified as current liabilities in the statement of financial position except if repayable on demand, in which case they are included separately as a component of current liabilities. In the statement of cash flows, bank overdrafts are included as a component of cash and cash equivalents.

(b)    Loans and receivables

The Group's loans and receivables are comprised of trade and other receivables (including related party receivables) which are stated at their cost less provision for impairment.

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. Given the short-term nature of trade receivables the carrying amount is a reasonable approximation of fair value.

G-10

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

(c)    Other liabilities

Other liabilities are comprised of all non-derivative financial liabilities that are not disclosed as liabilities at fair value through profit or loss. Other liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. The Group's other liabilities are comprised of trade and other payables and interest bearing borrowings, including those with related parties. The Group's other liabilities are measured as follows:

(i) Trade and other payables

Subsequent to initial recognition trade and other payables are stated at amortized cost using the effective interest method.

(ii) Interest bearing borrowings including related party borrowings

On initial recognition, borrowings are stated at fair value less transaction costs that are directly attributable to borrowings. Subsequent to initial recognition interest bearing borrowings are stated at amortized cost. Any difference between the amortized cost and the redemption value is recognized in the statement of comprehensive income over the period of the borrowings, using the effective interest method.

The fair value of non-derivative financial liabilities, which is determined for disclosure purposes, is calculated by discounting the future contractual cash flows at the current market interest rates that are available for similar financial instruments.

3.4    Derivative financial instruments

A derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of an instrument at the trade date.

All derivatives are recognized at fair value based on a valuation model which includes consideration of credit risk, where applicable, and discounts the estimated future cash flows based on the terms and maturity of each contract using forward curves and market interest rates at the reporting date. Transaction costs are expensed as incurred. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognized in the statement of comprehensive income as a component of profit or loss unless the derivative financial instrument qualifies for hedge accounting, and the Group elects to apply hedge accounting.

Derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to offset exists.

Derivative financial assets are derecognized if the Group's contractual rights to the cash flows from the instrument expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset.

Derivative financial liabilities are derecognized if the Group's obligations specified in the contract expire or are discharged or cancelled.

Embedded derivatives are separated from the host contract and accounted for separately if the following conditions are met:

(i) the economic characteristics and risks of the host contract and the embedded derivative are not closely related;

(ii) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and

(iii) the combined instrument is not measured at fair value through profit or loss.

At the time of initial recognition of the embedded derivative an equal adjustment is also recognized against the host contract. The adjustment against the host contract is amortized over the remaining life of the host contract using the effective interest method.

Any embedded derivatives that are separated are measured at fair value with changes in fair value recognized through net financial expenses in the statement of comprehensive income as a component of profit or loss.

3.5    Inventories

(a)    Raw materials, work in progress and finished goods

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

The fair value of inventory acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale.

(b)    Engineering and maintenance materials

Engineering and maintenance materials (representing either critical or long order components) are measured at the lower of cost and net realizable value. The cost of these inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Net realizable value is determined with reference to the cost of replacement of such items in the ordinary course of business compared to the current market prices.

G-11

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

3.6    Property, plant and equipment

(a)    Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor and any other costs directly attributable to bringing the asset to a working condition for its intended use. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.

Property, plant and equipment acquired in a business combination is recorded at fair value, which is based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion. The market value of items of property, plant and equipment is based on the quoted market prices for similar items where available or based on the assessment of appropriately qualified independent valuers.

(b)    Assets under construction

Assets under construction are transferred to the appropriate asset category when they are ready for their intended use. Assets under construction are not depreciated but tested for impairment at least annually or when there is an indication of impairment.

(c)    Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within that part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(d)    Depreciation

Land is not depreciated. Depreciation on other assets is recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the estimated useful life of the asset.

The estimated useful lives for the material classes of property, plant and equipment are as follows:

• Buildings                20 to 50 years

• Plant and equipment            3 to 25 years

• Furniture and fixtures            3 to 20 years

Depreciation methods, useful lives and residual values are reassessed on an annual basis.

Gains and losses on the disposal of items of property, plant and equipment are determined by comparing the proceeds at the time of disposal with the net carrying amount of the asset.

3.7    Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Upon initial recognition the finance leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. The corresponding liability to the lessor is included in borrowings as a finance lease obligation. Subsequent to initial recognition the liability is accounted for at amortized cost using the effective interest method and the asset is accounted for in accordance with the accounting policy applicable to that asset.

Minimum lease payments made under finance leases are apportioned between the finance charges and the reduction of the outstanding liability. The finance charges which are recognized in the statement of comprehensive income as a component of profit or loss are allocated to each period during the lease term so as to reflect a constant rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for in the periods in which the payments are incurred.

Payments made under operating leases are recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the terms of the lease, except when another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. Contingent lease payments arising under operating leases are recognized as an expense in the period in which the payments are incurred. Presently, all payments under operating leases are recognized on a straight-line basis over the term of the lease in the statement of comprehensive income.

In the event that lease incentives are received to enter into an operating lease, such incentives are deferred and recognized as a liability. The aggregated benefits of the lease incentives are amortized as a reduction to the lease expenses on a straight-line basis, except when another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

G-12

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

3.8    Intangible assets

(a)    Goodwill

Goodwill arises on the acquisition of subsidiaries and business operations and is recognized at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer's previously-held equity interest in the acquiree over the fair value of the identifiable net assets recognized. Goodwill is allocated to the operations that are expected to benefit from the business combination in which the goodwill arose after the allocation of purchase consideration is finalized.

Goodwill is not amortized. Goodwill is measured at cost less accumulated impairment losses and is tested at least annually for impairment. Goodwill is monitored for impairment testing at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management purposes.

(b)    Trademarks

Trademarks are measured at cost less accumulated amortization and accumulated impairment losses. Trademarks acquired in a business combination are initially measured at fair value based on the discounted estimated royalty payments that have been avoided as a result of owning the trademark. Certain acquired trademarks are considered indefinite life intangible assets as they represent the value accumulated in the brand which is expected to continue indefinitely into the future and are recognized at cost less accumulated impairment losses.

(c)    Customer relationships

Customer relationships represent the value attributable to purchased long-standing business relationships which have been cultivated over the years with customers. Customer relationships acquired in a business combination are initially recognized at fair value based on the discounted cash flows expected to be derived from the relationship. Customer relationships are amortized using the straight-line method over the estimated remaining useful lives of the relationships, which are based on customer attrition rates and projected cash flows.

(d)    Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technological knowledge and understanding, is recognized in the statement of comprehensive income as a component of profit or loss as incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technologically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labor and overhead costs that are directly attributable to preparing the asset for its intended use. Intangible assets arising from development activities are measured at cost less accumulated amortization and accumulated impairment losses. Other development expenditure that does not qualify for capitalization is recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(e)    Other intangible assets

Other intangible assets comprise permits, software, technology and patents. Other intangible assets that have finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses. Other intangible assets that have indefinite useful lives are carried at cost less accumulated impairment losses.

(f)    Subsequent costs

Subsequent costs with respect to intangible assets are capitalized only when the expenditure increases the future economic benefits embodied in the specific asset to which the expenditure relates and it can be reliably measured. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(g)    Amortization

Amortization is recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and indefinite life intangibles, from the date that the intangible assets are available for use.

The estimated useful lives for the material classes of amortizable intangible assets are as follows:

• Trademarks             5 to 15 years

• Customer relationships            6 to 25 years

• Software/technology            3 to 15 years

• Patents             5 to 14 years

3.9    Impairment

The carrying amounts of the Group's assets are reviewed regularly and at least annually to determine whether there is any objective evidence of impairment. An impairment loss is recognized whenever the carrying amount of an asset, cash generating unit ("CGU") or group of

G-13

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

CGUs exceeds its recoverable amount. Impairment losses directly reduce the carrying amount of assets and are recognized in the statement of comprehensive income as a component of profit or loss.

(a)    Impairment of loans and receivables

The Group's loans and receivables that are carried at amortized cost are assessed for impairment using the present value of estimated future cash flows. Long duration receivables are discounted using their original effective interest rate, while short duration receivables are not discounted.

Impairment is assessed on all instruments that are considered individually significant, based on that specific instrument's exposure. For trade receivables that are not individually significant, impairment is assessed on a portfolio basis, utilizing historical loss experiences on similarly aged portfolios.

The criteria that the Group uses to determine whether there is objective evidence of an impairment loss include:

• significant financial difficulty of the issuer or obligor;

• a breach of contract, such as default or delinquency with respect to interest or principal repayment; or

• observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio.

(b)    Non-financial assets

The carrying amounts of the Group's non-financial assets, including goodwill and indefinite life intangible assets, are reviewed at least annually to determine whether there is any indication of impairment. If any such indicators exist then the asset's or CGU's recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, recoverable amounts are estimated at least annually and whenever there is an indication that they may be impaired.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. A CGU is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognized in the statement of comprehensive income as a component of profit or loss. Impairment losses recognized with respect to a segment are allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amount of the other non-financial assets in the CGU on a pro rata basis.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. In assessing the fair value less costs to sell for goodwill and certain trademarks, the forecasted future Adjusted EBITDA (as defined in note 5) to be generated by the asset or segment being assessed is multiplied by a relevant market indexed multiple ("earnings multiple"). The fair value less cost to sell of the Reynolds® and Hefty® trademarks is first evaluated at the trademark level using the relief from royalty method. If no indication of impairment is identified, no further measurement is required. If the relief from royalty method indicates a possible impairment, the trade name is tested at the branded CGU level. Fair value at the branded CGU level would be determined based on estimated future cash flows that are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU.

Indefinite life intangible assets other than goodwill and the Reynolds® and Hefty® trademarks discussed above consist primarily of the Graham Packaging trademark and permits associated with various production plants. The fair value less cost to sell for other indefinite life intangible assets are evaluated at the applicable CGU level.

With respect to assets other than goodwill, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's revised carrying amount will not exceed the net carrying amount that would have been determined if no impairment loss had been recognized.

3.10    Assets and liabilities classified as held for sale and discontinued operations

(a)    Assets and liabilities classified as held for sale

Assets (or disposal groups comprised of assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. They are stated at the lower of carrying amount and fair value less costs to sell. Upon reclassification the Group ceases to depreciate or amortize non-current assets classified as held for sale. Impairment losses on initial classification of an asset to being held for sale and subsequent gains or losses on remeasurement are recognized in the statement of comprehensive income as a component of profit or loss. Gains are not recognized in excess of any prior cumulative impairment losses.

(b)    Discontinued operations

A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operation that has been disposed of or is held for sale, or is a subsidiary or business acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is revised as if the operation had been discontinued from the start of the earliest comparative period.

G-14

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

3.11    Employee benefits

(a)    Pension obligations

The Group operates various defined contribution and defined benefit plans.

(i)    Defined contribution plans

A defined contribution plan is a plan under which the employee and the Group pay fixed contributions to a separate entity. The Group has no legal or constructive obligation to pay further contributions in relation to an employee's service in the current and prior years. The Group's contributions are recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(ii)    Defined benefit plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on factors such as age, years of service and compensation.

The Group's net obligation with respect to defined benefit plans is calculated separately for each plan by estimating the amount of the future benefits that employees have earned in return for their service in the current and prior years. These benefits are then discounted to determine the present value of the Group's obligations. The discount rate used is the yield on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have maturity dates approximating the terms of the Group's obligations. The Group's net obligation is then determined with reference to the fair value of the plan assets (if any). The calculations are performed by qualified actuaries using the projected unit credit method.

Remeasurements of the net defined benefit liability, which include actuarial gains and losses and the return on plan assets (excluding calculated interest) are recognized in the period of remeasurement in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the beginning net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other plan expenses are recognized in profit or loss.

Past service costs are recognized as an expense in profit or loss at the earlier of the plan amendment or curtailment, or when the related restructuring or termination benefits are recognized.

The Group also participates in a limited number of multi-employer pension plans. To the extent that sufficient information is not available to use defined benefit plan accounting, the Group accounts for its participation in the multi-employer plan as if it were a defined contribution plan.

(b)    Short-term employee benefits

Short-term employee benefits are measured on an undiscounted basis and are expensed in the statement of comprehensive income as a component of profit or loss as the related services are provided. A provision is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans and outstanding annual leave balances if the Group has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee and the obligation can be estimated reliably.

(c)    Post-employment medical plans

In certain jurisdictions the Group sponsors a number of defined benefit medical plans for certain existing employees and retirees. Typically these plans are unfunded and define a level of medical care that the individual will receive.

The Group's net obligation is calculated separately for each plan by estimating the current and future use of these services by eligible employees and the current and expected future medical costs associated with such services, which are discounted to determine their present value. The discount rate used is the yield on bonds that are denominated in the currency and jurisdiction in which the benefits will be paid and that have maturity dates approximating the terms of the Group's obligations. The calculations are performed by qualified actuaries using the projected unit credit method with the use of mortality tables published by government agencies.

Past service costs are recognized in the statement of comprehensive income as a component of profit or loss in the current year.

(d)    Termination benefits

Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date. Termination benefits for voluntary redundancies are recognized if the Group has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted and the number of acceptances can be estimated reliably.

3.12    Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic resources will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision for the passage of time is recognized in financial expenses in the statement of comprehensive income as a component of profit or loss.

G-15

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

(a)    Legal

The Group is subject to litigation in the ordinary course of operations. Provisions for legal claims are recognized when estimated costs associated with settling current legal proceedings are considered probable. Provisions may include estimated legal and other fees associated with settling these claims.

(b)    Restructuring

A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been publicly announced. Business closure and rationalization provisions can include such items as employee severance or termination pay, site closure costs and onerous leases. No provision is made for future operating costs.

(c)    Asset retirement obligations

A provision for decommissioning costs is recognized when the Group has an obligation to fulfill certain requirements upon the disposal of particular assets.

3.13    Self-insured employee obligations

(a)    Self-insured employee workers' compensation

The Group is self-insured with respect to its workers' compensation obligations in the United States. As a component of its self-insured status the Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for companies of similar size. As of December 31, 2017, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities (based on the Group's historical claims) relating to these claims are included in provisions.

(b)    Self-insured employee health insurance

The Group is self-insured for certain employee health insurance. The Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for companies of similar size. As of December 31, 2017, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities (based on the Group's historical claims) relating to these claims are included in employee benefits.

3.14    Equity

(a)    Share capital

Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

(b)    Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations from their functional currencies to the Group's presentation currency.

(c)    Other reserves

The other reserves comprise balances resulting from transactions between entities under common control and remeasurement gains and losses arising on defined benefit plans.

In accordance with the Group's accounting policy for transactions between entities under common control (refer to note 3.1(c)), the Group has recognized in other reserves the difference between the total consideration paid for the businesses acquired and the book value of the share capital of the parent companies acquired for the transactions which occurred on November 5, 2009, May 4, 2010 and September 1, 2010.

3.15    Revenue

Revenue consists primarily of the sale of goods and is measured at the fair value of the consideration received or receivable net of returns and allowances, trade discounts, volume rebates and other customer incentives. Revenue is recognized when the significant risks and rewards of ownership have been substantially transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.

Transfers of risks and rewards of ownership vary depending on the individual terms of the contract of sale and occur either upon shipment of the goods or upon receipt of the goods and/or their installation at a customer location.

3.16    Financial income and expenses

Financial income is comprised of interest income, foreign currency gains and gains on derivative financial instruments in respect of financing activities that are recognized in the statement of comprehensive income as a component of profit or loss. Interest income is recognized as it accrues using the effective interest method.

G-16

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Financial expenses are comprised of interest expense, amortization of capitalized transaction costs, foreign currency losses, losses on early extinguishment of debt, borrowing costs not qualifying for capitalization and losses on derivative financial instruments with respect to financing activities that are recognized in the statement of comprehensive income as a component of profit or loss.

3.17    Income tax

Income tax expense is comprised of current and deferred tax. Income tax expense is recognized in the statement of comprehensive income as a component of profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case it is recognized with the associated items on a net basis.

Current tax is the expected tax payable (refundable) on the taxable income for the year using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable (refundable) with respect to previous years.

Deferred tax is recognized using the balance sheet method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future and the Group is in a position to control the timing of the reversal of the temporary differences. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date.

Deferred tax assets are recognized when the Group considers it more likely than not that the deferred tax asset will be recoverable. In determining if a deferred tax asset is recoverable, the Group considers the adequacy of future taxable income, including the reversal of taxable temporary differences, forecasted earnings, and available tax planning strategies. The recoverability of deferred tax assets is reviewed at each reporting date.

Deferred income tax assets and liabilities of the same taxing jurisdiction are netted in the consolidated statement of financial position only to the extent that there is a legally enforceable right to offset current tax assets and current tax liabilities, the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxing authority and are expected to be settled on a net basis or realized simultaneously.

For subsidiaries in which the earnings are not considered to be permanently reinvested, the additional tax consequences of future dividend distributions are provided for in the consolidated statement of financial position.

3.18    Sales tax, value added tax and goods and services tax

All amounts (including cash flows) are shown exclusive of sales tax, value added tax ("VAT") and goods and services tax ("GST") to the extent the taxes are reclaimable, except for receivables and payables that are stated inclusive of sales tax, VAT and GST.

3.19    New and revised accounting standards and interpretations

(a)Interpretations and amendments to existing standards effective in 2017

In January 2016, the IASB issued an amendment to IAS 7, “Statement of Cash Flows” (“IAS 7”). The amendment clarifies that entities shall provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendment to IAS 7 is effective for annual periods beginning on or after January 1, 2017. The Group has evaluated the disclosure requirements of the amendment and has provided additional disclosures in note 16.

There have been no other interpretations or amendments to existing standards effective in 2017 that have an impact on the Group's financial statements.

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

The following standards and amendments to existing standards are not yet effective for the year ended December 31, 2017, and have not been applied in preparing these consolidated financial statements:

In June 2017, the IASB issued IFRIC Interpretation 23, “Uncertainty over Income Tax Treatments.” IFRIC 23 is to be applied while performing the determination of taxable profit or loss, tax bases, unused tax losses, unused tax credits and tax rates when there is uncertainty over income tax treatments under IAS 12. According to IFRIC 23, companies need to determine the probability of the relevant tax authority accepting each tax treatment, or group of tax treatments, that the companies have used or plan to use in their income tax filing which has to be considered to compute the most likely amount or the expected value of the tax treatment when determining taxable profit or loss, tax bases, unused tax losses, unused tax credits and tax rates. The interpretation is effective for annual periods beginning on or after January 1, 2019, although early adoption is permitted. The adoption of this interpretation is not expected to have a material impact on the Group's consolidated financial statements.

In January 2016, the IASB issued IFRS 16 “Leases.” The new standard supersedes IAS 17 "Leases" and related interpretations, and its objective is to ensure that lessees and lessors provide relevant information in a manner that faithfully represents those transactions. IFRS 16 introduces a single lessee accounting model whereby a lessee is required to record a right-to-use asset for all leases with a term that is greater than 12 months, unless the underlying asset is of low value, and a lease liability, and the subsequent amortization of the right-to-use asset over the lease term. As IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17, a lessor will continue to classify its leases as operating leases or finance leases and to account for those two types of leases differently. IFRS 16 is effective from January 1, 2019, with early adoption allowed only if IFRS 15 "Revenue from Contracts with Customers" is also adopted. The Group is currently assessing the impact of adopting IFRS 16.

G-17

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

In July 2014, the IASB issued the final version of IFRS 9 “Financial Instruments.” IFRS 9 replaces the guidance in International Accounting Standard ("IAS") 39 “Financial Instruments: Recognition and Measurement” and contains revised requirements in relation to the classification, measurement and presentation of financial instruments, including derivatives. It also includes guidance on hedge accounting and impairment testing of financial instruments. IFRS 9 will be effective for periods beginning on or after January 1, 2018. The adoption of this new standard is not expected to have a material impact on the Group's financial statements.

In May 2014, the IASB issued IFRS 15 “Revenue from Contracts with Customers.” IFRS 15 contains a revised revenue recognition framework. The effective date of the new standard is January 1, 2018. The Group is completing its evaluation of the impact of this new standard, particularly with respect to revenue streams for customer specific goods. The impact of the adoption of IFRS 15 will not have a material impact on the Group’s financial statements. The Group will adopt IFRS 15 under the modified retrospective transition method, with no change to the comparative financial information. The cumulative impact of the transition adjustment will be recognized in the statement of financial position as of January 1, 2018. Under this transition method, the Group will provide supplemental additional disclosure to highlight the impact of IFRS 15. The Group is continuing to evaluate the new disclosure requirements contained in IFRS 15.

4.    Critical accounting estimates and assumptions

In the process of applying the Group's accounting policies management has made certain estimates and assumptions about the carrying amounts of assets and liabilities, income and expenses and the disclosure of contingent assets and liabilities. The key assumptions concerning the future and other key sources of uncertainty with respect to estimates at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial reporting period are:

4.1Impairment of assets

(a)    Goodwill and indefinite life intangible assets

Determining whether goodwill is impaired requires estimation of the recoverable values of a segment, which is the lowest level within the Group at which goodwill is monitored for internal management purposes. Determining whether indefinite life intangible assets are impaired requires estimation of the recoverable values of a CGU or group of CGUs to which these assets have been allocated. Recoverable values have been based on the higher of fair value less costs to sell and value in use (as appropriate for the asset being reviewed). Significant judgment is involved with estimating the fair value of a segment. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the segment and a suitable discount rate in order to calculate present value. Details regarding the carrying amount of goodwill and indefinite life intangible assets and the assumptions used in impairment testing are provided in note 14.

(b)    Other assets

Other assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A change in the Group's intended use of certain assets, such as a decision to rationalize manufacturing locations, may trigger a future impairment.

4.2Income taxes

Determining the Group's worldwide income tax provision and income tax liability requires significant judgment and the use of accounting estimates and assumptions, some of which are highly uncertain. Each taxing jurisdiction's laws are complex and subject to differing interpretations by the taxpayer and the respective taxing authorities. Significant judgment is required in evaluating the Group's tax positions, including evaluating uncertainties. To the extent actual results differ from these estimates in future periods and depending on the tax strategies that the Group may implement, the Group's financial position may be directly affected.

4.3Realization of deferred tax assets

Deferred tax assets represent deductions available to reduce taxable income in future years. The Group evaluates the recoverability of deferred tax assets by assessing the adequacy of future taxable income, including reversal of taxable temporary differences, forecasted earnings and available tax planning strategies. The forecasts of future taxable income rely heavily on the use of estimates. The Group recognizes deferred tax assets when the Group considers it more likely than not that the deferred tax asset will be recoverable. Refer to note 10.2 regarding provisionally determined amounts as a result of the recent changes in U.S. federal tax legislation.

4.4Measurement of obligations under defined benefit plans

The Group operates a number of defined benefit pension plans. Amounts recognized under these plans are determined using actuarial methods. These actuarial valuations involve assumptions regarding discount rates, expected salary increases and life expectancy. These assumptions are reviewed at least annually and reflect estimates as of the measurement date.

Any change in these assumptions will impact the amounts reported in the statements of financial position, as well as net pension expense or income that may be recognized in future years.

4.5Promotional and trade allowances

In arriving at net sales, the Group estimates the amount of deductions from sales that are likely to be earned or taken by customers in conjunction with incentive programs or the amount of consumer incentives to be utilized. These incentives include volume rebates and early payment discounts for consumer programs. In addition, in certain of its businesses, the Group pays slotting fees and participates in customer pricing programs that provide price discounts to the ultimate end-users of its products in the form of redeemable coupons. Estimates for each of these programs are

G-18

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

based on historical and current market trends which are affected by the business seasonality and competitiveness of promotional programs being offered. Estimates are reviewed quarterly for possible revisions.

5.    Segment reporting

The Group’s reportable business segments are as follows:

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

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

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

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

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

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

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

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

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

The SIG segment is presented as a discontinued operation. SIG is a manufacturer of aseptic carton packaging systems for both beverage and liquid food products. SIG has a global customer base with a significant presence in Europe. Refer to note 7 for additional information.

G-19

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Business segment reporting

	For the year ended December 31, 2017
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Total external revenue	2,807		3,237		2,147		1,448		885		—		10,524
Total inter-segment revenue	152		492		—		114		16		(774	)	—
Total segment revenue	2,959		3,729		2,147		1,562		901		(774	)	10,524
Gross profit	853		721		323		276		155		(6	)	2,322
Expenses and other income	(283	)	(319	)	(188	)	(79	)	(103	)	(109	)	(1,081	)
Earnings before interest and tax (“EBIT”) from continuing operations	570		402		135		197		52		(115	)	1,241
Financial income													34
Financial expenses													(750	)
Profit (loss) from continuing operations before income tax													525
Income tax (expense) benefit													(80	)
Profit (loss) from continuing operations													445
Earnings before interest and tax (“EBIT”) from continuing operations	570		402		135		197		52		(115	)	1,241
Depreciation and amortization from continuing operations	86		205		257		59		66		1		674
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	656		607		392		256		118		(114	)	1,915

G-20

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	For the year ended December 31, 2017
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice	Graham Packaging		Evergreen	Closures	Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	656		607	392		256	118	(114	)	1,915
Included in EBITDA:
Asset impairment charges, net of reversals	—		36	7		—	2	—		45
(Gain) loss on sale or disposal of businesses and non-current assets	—		11	(6	)	—	6	1		12
Non-cash pension expense, net of settlement gain	—		—	—		—	—	58		58
Operational process engineering-related consultancy costs	3		12	—		—	—	—		15
Related party management fee	—		—	—		—	—	9		9
Restructuring costs, net of reversals	5		8	4		2	4	—		23
Other	(4	)	3	—		—	1	1		1
Adjusted EBITDA from continuing operations	660		677	397		258	131	(45	)	2,078
Segment assets (excluding intercompany balances)	4,122		4,743	4,430		1,163	1,147	813		16,418
Included in segment assets are:
Additions to property, plant and equipment	55		104	136		63	31	3		392
Additions to intangible assets	2		2	4		3	—	1		12
Segment liabilities (excluding intercompany balances)	596		881	814		386	255	12,069		15,001

G-21

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	For the year ended December 31, 2016
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Total external revenue	2,790		3,254		2,223		1,467		912		—		10,646
Total inter-segment revenue	146		494		—		113		16		(769	)	—
Total segment revenue	2,936		3,748		2,223		1,580		928		(769	)	10,646
Gross profit	873		691		335		315		173		—		2,387
Expenses and other income	(307	)	(333	)	(202	)	(88	)	(108	)	(177	)	(1,215	)
Earnings before interest and tax (“EBIT”) from continuing operations	566		358		133		227		65		(177	)	1,172
Financial income													152
Financial expenses													(1,042	)
Profit (loss) from continuing operations before income tax													282
Income tax (expense) benefit													(103	)
Profit (loss) from continuing operations													179
Earnings before interest and tax (“EBIT”) from continuing operations	566		358		133		227		65		(177	)	1,172
Depreciation and amortization from continuing operations	92		223		269		57		65		1		707
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	658		581		402		284		130		(176	)	1,879

G-22

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	For the year ended December 31, 2016
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	658		581		402		284		130		(176	)	1,879
Included in EBITDA:
Asset impairment charges, net of reversals	—		28		11		—		6		—		45
Non-cash change in multi-employer pension plan withdrawal liability	—		(1	)	—		(10	)	—		—		(11	)
Non-cash pension expense, net of settlement gain	—		—		—		—		—		124		124
Operational process engineering-related consultancy costs	—		21		—		—		—		—		21
Related party management fee	—		—		—		—		—		13		13
Restructuring costs, net of reversals	—		31		12		1		5		—		49
Unrealized (gain) loss on derivatives	(8	)	(7	)	—		(3	)	(2	)	—		(20	)
Other	—		9		(4	)	(2	)	(1	)	1		3
Adjusted EBITDA from continuing operations	650		662		421		270		138		(38	)	2,103
Segment assets (excluding intercompany balances)	4,047		4,797		4,489		1,130		1,195		1,005		16,663
Included in segment assets are:
Additions to property, plant and equipment	43		85		109		73		28		2		340
Additions to intangible assets	1		—		2		1		—		—		4
Segment liabilities (excluding intercompany balances)	808		1,215		1,028		411		254		12,228		15,944

G-23

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	For the year ended December 31, 2015
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Total external revenue	2,796		3,414		2,447		1,553		968		—		11,178
Total inter-segment revenue	173		544		—		100		14		(831	)	—
Total segment revenue	2,969		3,958		2,447		1,653		982		(831	)	11,178
Gross profit	743		620		364		310		164		(1	)	2,200
Expenses and other income	(237	)	(177	)	(207	)	(79	)	(92	)	(104	)	(896	)
Earnings before interest and tax (“EBIT”) from continuing operations	506		443		157		231		72		(105	)	1,304
Financial income													7
Financial expenses													(1,551	)
Profit (loss) from continuing operations before income tax													(240	)
Income tax (expense) benefit													(58	)
Profit (loss) from continuing operations													(298	)
Earnings before interest and tax (“EBIT”) from continuing operations	506		443		157		231		72		(105	)	1,304
Depreciation and amortization from continuing operations	96		211		282		57		68		—		714
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	602		654		439		288		140		(105	)	2,018

G-24

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	For the year ended December 31, 2015
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	602		654		439		288		140		(105	)	2,018
Included in EBITDA:
Asset impairment charges, net of reversals	—		6		7		—		4		—		17
Non-cash pension expense	—		—		—		—		—		65		65
Operational process engineering-related consultancy costs	—		18		—		—		—		—		18
Restructuring costs, net of reversals	—		1		1		—		7		—		9
Unrealized (gain) loss on derivatives	(21	)	(77	)	(1	)	(3	)	(4	)	—		(106	)
Other	—		—		(1	)	(3	)	—		2		(2	)
Adjusted EBITDA from continuing operations	581		602		445		282		147		(38	)	2,019

.

G-25

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Information about geographic area

The Group's revenue from external customers from continuing operations and information about its segment assets (total non-current assets excluding financial instruments, non-current receivables and deferred tax assets) by geographic origin are detailed below. In presenting information on a geographic basis, revenue and assets have been reported based on the location of the business operations.

(In $ million)	United States	Remaining North American Region	Asia	Europe	South America	Other	Total
Total external revenue
For the year ended December 31, 2017	8,962	632	449	319	152	10	10,524
For the year ended December 31, 2016	9,006	620	462	383	164	11	10,646
For the year ended December 31, 2015	9,376	686	480	423	196	17	11,178
Non-current assets
As of December 31, 2017	11,861	279	179	213	79	74	12,685
As of December 31, 2016	12,102	272	231	288	92	20	13,005

There was no revenue from external customers in New Zealand, where the Company is domiciled, for any years presented. There were $49 million in non-current assets in New Zealand as of December 31, 2017 (2016: none).

Information about major customers

The Group had revenue from transactions with a single external customer amounting to 10% or more of the Group's revenue. The revenue attributable to this customer during the years ended December 31, 2017 and 2016 was $1,163 million and $1,104 million, respectively, and is reported in the Reynolds Consumer Products segment. The Group did not have revenue from transactions with a single external customer amounting to 10% or more of the Group's revenue during the year ended December 31, 2015.

Information about major product lines

Supplemental information on net sales by major product line for continuing operations is set forth below:

	For the year ended December 31,
(In $ million)	2017		2016		2015
Foodservice packaging	3,729		3,748		3,958
Food and beverage plastic containers	1,487		1,541		1,704
Waste and storage products	1,157		1,166		1,205
Cooking products	1,071		1,060		1,060
Caps and closures	901		928		982
Carton packaging	774		809		835
Non-food plastic containers	660		682		743
Tableware	731		710		704
Liquid packaging board	453		414		443
Paper products	335		357		375
Inter-segment eliminations	(774	)	(769	)	(831	)
Total revenue	10,524		10,646		11,178

G-26

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

6.    Net other income (expenses)

	For the year ended December 31,
(In $ million)	2017		2016		2015
Asset impairment charges, net of reversals	(45	)	(45	)	(17	)
Gain (loss) on sale or disposal of businesses and non-current assets	(13	)	(4	)	3
Net foreign currency exchange gains (losses)	(3	)	(10	)	12
Related party management fee (refer to note 21)	(9	)	(13	)	—
Unrealized gain (loss) on derivatives (refer to note 20)	—		18		114
Other	11		9		(1	)
Net other income (expenses)	(59	)	(45	)	111

7.    Discontinued operations and assets and liabilities held for sale

On March 13, 2015, the sale of the SIG segment to Onex Corporation was finalized. Net proceeds of $4,149 million were received, including the settlement of final closing adjustments. In November 2016, an additional amount of €150 million was paid by Onex Corporation based on the financial performance of SIG during fiscal year 2015. In June 2017, an additional amount of €10 million was paid by Onex Corporation based on the financial performance of SIG during fiscal year 2016. All eligible earn-out proceeds have now been collected.

Based on the sale proceeds, the related book values of the net assets disposed of and the effect of the reclassification of foreign exchange, the pre-tax gain on sale of SIG was $2,903 millionfor the year ended December 31, 2015 as detailed below:

(In $ million)	For the year ended December 31, 2015
Cash proceeds received	4,233
Disposal costs	(5	)
Net proceeds received	4,228
Contingent consideration receivable	169
Indemnification reserve	(12	)
Details of net assets disposed of:
Cash and cash equivalents, net of bank overdrafts	84
Trade and other receivables, net	204
Current tax assets	3
Inventories	191
Deferred tax assets	33
Property, plant and equipment	795
Intangible assets	982
Investment in associates and joint ventures	112
Other current and non-current assets	177
Trade and other payables	(278	)
Current tax liabilities	(52	)
Deferred tax liabilities	(61	)
Provisions and employee benefits	(192	)
Other current and non-current liabilities	(64	)
Net assets disposed of	1,934
Gain on sale before reclassification of foreign currency translation reserve	2,451
Reclassification of foreign currency translation reserve	452
Gain on remeasurement or disposal	2,903

G-27

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

The results of SIG have been presented as discontinued operations for all years presented. The results and cash flows of the discontinued operations are detailed below:

	For the year ended December 31,
(In $ million)	2017		2016	2015
Results of discontinued operations
Revenue	—		—	334
Expenses	—		—	(501	)
Profit (loss) before income tax	—		—	(167	)
Income tax expense	—		—	(6	)
Profit (loss) from discontinued operations prior to gain on disposal	—		—	(173	)
Gain (loss) on remeasurement or disposal	(1	)	1	2,903
Tax expense on disposal	—		—	(52	)
Gain (loss) on remeasurement or disposal, net of tax	(1	)	1	2,851
Profit (loss) from discontinued operations	(1	)	1	2,678
Cash flows from (used in) discontinued operations
Net cash from (used in) operating activities	—		—	(10	)
Net cash used in investing activities	—		—	(27	)
Net cash used in financing activities	—		—	(6	)
Net cash from (used in) discontinued operations	—		—	(43	)

Assets held for sale, and liabilities directly associated with assets held for sale, as of December 31, 2017 include amounts associated with certain of Graham Packaging's and Closures' operations in Asia and Pactiv Foodservice's minor operations in Spain and the UK.

8.    Personnel expenses

Personnel expenses recognized in continuing operations in the statements of comprehensive income were $2,058 million for the year ended December 31, 2017 (2016: $2,122 million; 2015: $2,061 million). Personnel expenses include salaries, wages, employee related taxes, short-term employee benefits, pension benefits (including plans assumed), post-employment medical benefits, other long-term employee benefits and non-cash pension expense related to the exit from a multi-employer pension plan. For additional details related to the post-employment benefit plans, refer to note 17.

There were no personnel expenses recognized in discontinued operations in the statements of comprehensive income for the years ended December 31, 2017 and 2016 (2015: $68 million).

G-28

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

9.    Financial income and expenses

	For the year ended December 31,
(In $ million)	2017		2016		2015
Interest income	3		5		3
Interest income on related party loans (refer to note 21)	2		—		4
Net gain in fair value of derivatives	29		134		—
Net foreign currency exchange gain	—		13		—
Financial income	34		152		7
Interest expense:
Securitization Facility	(13	)	(9	)	(8	)
Credit Agreement	(146	)	(119	)	(110	)
Reynolds Notes:
7.125% Senior Secured Notes due 2019	—		(26	)	(57	)
7.875% Senior Secured Notes due 2019	—		(27	)	(64	)
5.750% Senior Secured Notes due 2020	(186	)	(186	)	(186	)
6.875% Senior Secured Notes due 2021	(44	)	(65	)	(69	)
Floating Rate Senior Secured Notes due 2021	(35	)	(16	)	—
5.125% Senior Secured Notes due 2023	(82	)	(41	)	—
8.500% Senior Notes due 2018	—		(28	)	(63	)
9.000% Senior Notes due 2019	—		(28	)	(73	)
9.875% Senior Notes due 2019	—		(83	)	(147	)
8.250% Senior Notes due 2021	(4	)	(75	)	(82	)
7.000% Senior Notes due 2024	(56	)	(29	)	—
Related Party Notes:
Related Party 5.625% Senior Notes due 2016	—		(30	)	(36	)
Related Party 6.000% Senior Subordinated Notes due 2017	—		(17	)	(35	)
Pactiv Notes:
8.125% Debentures due 2017	(11	)	(24	)	(24	)
6.400% Notes due 2018	(1	)	(1	)	(1	)
7.950% Debentures due 2025	(22	)	(22	)	(22	)
8.375% Debentures due 2027	(17	)	(17	)	(17	)
Amortization of:
Transaction costs	(17	)	(26	)	(29	)
Related Party Notes transaction costs	—		(2	)	(4	)
Fair value adjustment of acquired notes	1		2		2
Embedded derivatives	7		8		9
Net loss in fair value of derivatives	—		—		(198	)
Net foreign currency exchange loss	(44	)	—		(21	)
Loss on extinguishment of debt(a)(b)(c)	(67	)	(168	)	(305	)
Other	(13	)	(13	)	(11	)
Financial expenses	(750	)	(1,042	)	(1,551	)
Net financial expenses	(716	)	(890	)	(1,544	)

(a) The 2017 loss on extinguishment of debt included $56 million related to the write-off of unamortized transaction costs and embedded derivatives arising from the repurchase of the 8.250% Senior Notes, the Credit Agreement refinancing and the 2017 Securitization Facility refinancing as well as $11 million of redemption premiums related to the repurchase of the 8.250% Senior Notes and 5.750% Senior Secured Notes due 2020.

(b) The 2016 loss on extinguishment of debt included $125 million of redemption premiums and tender fees related to the repurchase of certain senior secured notes, senior notes and related party notes using the proceeds from the issuance of the 5.125% Senior Secured Notes due 2023, the Floating Rate Senior Secured Notes due 2021 and the 7.000% Senior Notes due 2024, available cash and additional borrowings under the previous Securitization Facility. Also included is $43 million related to the write-off of unamortized transaction costs and embedded derivatives arising from the repurchase of these notes.

(c) The 2015 loss on extinguishment of debt included $296 million related to the write-off of unamortized transaction costs, embedded derivatives, repayment premiums and transaction costs arising from the repayment of certain amounts of senior secured notes, senior notes and related party notes using the proceeds from the sale of SIG as well as the credit agreement amendment. Also included is the fair value adjustment on the 7.125% Senior Secured Notes due 2019 which included an $8 million redemption premium and $1 million of accelerated amortization of transaction costs.

G-29

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Refer to note 16 for information on the Group's borrowings.

10.    Income tax

	For the year ended December 31,
(In $ million)	2017		2016		2015
Current tax (expense) benefit
Current year	(200	)	(121	)	(87	)
Adjustments for prior years	2		(1	)	—
	(198	)	(122	)	(87	)
Deferred tax (expense) benefit
Origination and reversal of temporary differences	100		16		23
Recognition of previously unrecognized tax losses and temporary differences	24		—		10
Adjustments for prior years	(6	)	3		(4	)
	118		19		29
Income tax (expense) benefit	(80	)	(103	)	(58	)

In addition to the above amounts, the Group has recognized tax expense of $25 million directly in other comprehensive income for the year ended December 31, 2017 (2016: $45 million tax expense; 2015: $99 million tax expense).

10.1    Reconciliation of income tax expense

	For the year ended December 31,
(In $ million)	2017		2016		2015
Profit (loss) from continuing operations before income tax	525		282		(240	)
Income tax using the New Zealand tax rate of 28%	(147	)	(79	)	68
Effect of tax rates in foreign jurisdictions	(57	)	(21	)	(3	)
Non-deductible expenses and permanent differences	(22	)	(4	)	(10	)
Tax exempt income and income at a reduced tax rate	5		(3	)	3
Currency translation (gain) loss	25		11		(14	)
Domestic manufacturing deduction	13		13		—
Withholding tax	(10	)	(5	)	(4	)
Deemed mandatory repatriation	(5	)	—		—
Tax rate modifications	339		—		—
Write-off of previously recognized deferred tax assets	(228	)	—		(31	)
Recognition of deferred tax asset for previously unrecognized tax losses	24		—		8
Change in unrecognized tax losses and temporary differences	(21	)	(15	)	(66	)
Tax on unremitted earnings	9		(1	)	(7	)
Over (under) provided in prior periods	(4	)	2		(4	)
Other	(1	)	(1	)	2
Total income tax (expense) benefit	(80	)	(103	)	(58	)

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

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the "Act"). In general, the Act (i) reduces the U.S. federal tax rate from a maximum of 35% to a flat rate of 21%, effective January 1, 2018; (ii) introduces amendments restricting the Group’s ability to utilize the benefit of previously disallowed interest expense; (iii) imposes a deemed mandatory repatriation tax on certain deferred foreign earnings of the Group while introducing a participation exemption tax system; and (iv) on a prospective basis, starting with the year ending December 31, 2018, changes the computation of the Group’s U.S. federal income tax, including the introduction of new components of income tax which may apply to the Group.

As of December 31, 2017, the Group has recognized provisional tax impacts based on reasonable estimates. The ultimate tax impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretation and assumptions made by the Group, additional regulatory guidance that may be issued and actions taken by the Group as a result of the Act. These reasonable estimates are incorporated in the (i) remeasurement of deferred taxes from a tax rate of 35% to 21%; (ii) evaluation of whether the existing deferred tax asset associated with carried forward interest deductions continues to exist after December 31, 2017; and (iii) quantification of the transition tax associated with the introduction of the participation exemption tax system.

As detailed in note 10.1, the reduction in the U.S. federal tax rate from 35% to 21% has resulted in a tax benefit of $339 million that is recognized in the income statement for the year ended December 31, 2017. The reduction in the U.S. federal tax rate from 35% to 21% has also resulted in a tax benefit of $42 million for the year ended December 31, 2017 that has been recognized directly in equity. Further adjustments to these amounts may be required as the interaction between the Act and U.S. state income tax legislation is finalized.

G-30

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

As of December 31, 2016, the Group had recognized a deferred tax asset of $562 million in respect of the expected future benefit from carried forward interest deductions. The Group has provisionally determined that it is more likely than not that the benefit will continue to be available under the Act. However, as the Act introduces new restrictions on the ability to claim interest deductions, the Group has provisionally determined that the future benefit that is probable of recovery is significantly less than the previously recognized deferred tax asset. This has resulted in a provisionally determined tax expense of $228 million for the year ended December 31, 2017, which reflects the Group’s current interpretations as to how future adjusted taxable income will be computed, and the overall estimated impact of the Act on projections of taxable income.

As detailed in note 10.1, the Group has recognized tax expense of $5 million for the estimated liability arising from the deemed mandatory repatriation of earnings associated with the introduction of a participation exemption tax system. This estimated amount includes provisional interpretations as to how foreign earnings and profits should be measured on an interim basis.

10.3    Current tax assets and liabilities

Current tax assets of $14 million as of December 31, 2017 (2016: $21 million) represent the amount of income taxes recoverable with respect to current and prior years and arise from the payment of tax in excess of the amounts due to the relevant tax authorities. Current tax liabilities of $39 million as of December 31, 2017 (2016: $42 million) represent the amount of income taxes payable with respect to current and prior years.

10.4    Movement in recognized deferred tax assets and liabilities

(In $ million)	Derivatives		Property, plant and equipment		Intangible assets		Employee benefits		Tax loss carry-forwards		Interest		Other items		Net deferred tax assets (liabilities)
Balance as of January 1, 2016	(33	)	(583	)	(1,763	)	490		110		501		230		(1,048	)
Recognized in profit or loss	(66	)	26		46		47		(13	)	61		(82	)	19
Recognized in equity	—		—		—		(43	)	—		—		(2	)	(45	)
Other	—		1		6		(2	)	—		—		(5	)	—
Balance as of December 31, 2016	(99	)	(556	)	(1,711	)	492		97		562		141		(1,074	)
Recognized in profit or loss	26		197		612		(214	)	(12	)	(450	)	(41	)	118
Recognized in equity	—		—		—		(20	)	—		—		(5	)	(25	)
Other	—		(1	)	(3	)	—		—		—		3		(1	)
Balance as of December 31, 2017	(73	)	(360	)	(1,102	)	258		85		112		98		(982	)

	As of December 31,
(In $ million)	2017		2016
Included in the statement of financial position as:
Deferred tax assets - non-current	32		8
Deferred tax liabilities - non-current	(1,014	)	(1,082	)
Total recognized net deferred tax liabilities	(982	)	(1,074	)

10.5    Unrecognized deferred tax liabilities

To the extent that dividends are expected to be remitted from overseas subsidiaries, joint ventures and associates, and would result in additional income taxes payable, appropriate amounts have been provided for in the statements of financial position. No deferred tax liabilities have been provided for unremitted earnings of the Group's overseas subsidiaries when these amounts are considered permanently reinvested in the businesses of these subsidiaries. As of December 31, 2017, the unrecognized deferred tax liabilities associated with unremitted earnings totaled approximately $35 million.

10.6    Unrecognized deferred taxes

	As of December 31,
(In $ million)	2017	2016
Deductible (taxable) temporary differences	239	22
Tax losses	344	512
Total unrecognized deferred tax assets	583	534

The tax losses of the Group expire over different time intervals depending on local jurisdiction requirements. Certain deductible temporary differences do not expire under current tax legislation in the jurisdiction where the differences arose. Deferred tax assets have not been recognized with respect to these items because it is not probable that future taxable profit will be available against which the Group can utilize the benefit.

G-31

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

11.    Trade and other receivables, net

	As of December 31,
(In $ million)	2017		2016
Trade receivables	1,067		976
Provision for impairment	(8	)	(13	)
Total trade receivables, net of provision for impairment	1,059		963
Related party receivables (refer to note 21)	8		55
Other receivables	69		72
Total current trade and other receivables, net	1,136		1,090
Related party receivables (refer to note 21)	65		—
Other receivables	23		22
Total non-current receivables	88		22

11.1    Aging of trade receivables, net of provision for impairment

	As of December 31,
(In $ million)	2017	2016
Current	954	887
Past due 1 to 30 days	73	58
Past due 31 to 60 days	13	5
Past due 61 to 90 days	8	6
Past due more than 90 days	11	7
Balance at the end of the year	1,059	963

12.    Inventories

	As of December 31,
(In $ million)	2017		2016
Raw materials and consumables	391		331
Work in progress	161		163
Finished goods	717		654
Engineering and maintenance materials	116		115
Provision against inventories	(15	)	(18	)
Total inventories	1,370		1,245

During the year ended December 31, 2017, the raw materials elements of inventories recognized in continuing operations in the statements of comprehensive income as a component of cost of sales totaled approximately $4.6 billion (2016: $4.6 billion; 2015: $5.3 billion).

During the year ended December 31, 2017, write-downs of inventories to net realizable value were $6 million (2016: $8 million; 2015: $12 million). Reversals of write-downs during 2017 were $3 million (2016: $2 million; 2015: $2 million). The inventory write-downs and reversals are included in cost of sales.

During the years ended December 31, 2017 and 2016, there were no raw materials elements of inventories recognized in discontinued operations in the statements of comprehensive income (2015: $0.2 billion).

G-32

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

13.    Property, plant and equipment

(In $ million)	Land		Buildings and improvements		Plant and equipment		Capital work in progress		Finance leased assets		Total
As of December 31, 2017
Cost	170		903		4,931		300		28		6,332
Accumulated depreciation	—		(431	)	(2,916	)	—		(12	)	(3,359	)
Accumulated impairment losses	—		—		(50	)	—		—		(50	)
Carrying amount as of December 31, 2017	170		472		1,965		300		16		2,923
As of December 31, 2016
Cost	168		888		4,862		226		28		6,172
Accumulated depreciation	—		(390	)	(2,712	)	—		(10	)	(3,112	)
Accumulated impairment losses	—		—		(50	)	—		—		(50	)
Carrying amount as of December 31, 2016	168		498		2,100		226		18		3,010
Carrying amount as of January 1, 2017	168		498		2,100		226		18		3,010
Additions	—		2		—		390		—		392
Capitalization of borrowing costs	—		—		—		3		—		3
Disposals	—		—		(10	)	—		—		(10	)
Depreciation for the year	—		(50	)	(367	)	—		(2	)	(419	)
Impairment losses, net of reversals	—		—		(9	)	(1	)	—		(10	)
Other transfers	(1	)	18		235		(320	)	—		(68	)
Effect of movements in exchange rates	3		4		16		2		—		25
Carrying amount as of December 31, 2017	170		472		1,965		300		16		2,923
Carrying amount as of January 1, 2016	171		538		2,269		186		20		3,184
Additions	—		—		—		340		—		340
Capitalization of borrowing costs	—		—		—		3		—		3
Disposals	—		(3	)	(3	)	—		—		(6	)
Depreciation for the year	—		(51	)	(392	)	—		(2	)	(445	)
Impairment losses, net of reversals	—		(5	)	(38	)	(1	)	—		(44	)
Other transfers	(1	)	24		273		(300	)	—		(4	)
Effect of movements in exchange rates	(2	)	(5	)	(9	)	(2	)	—		(18	)
Carrying amount as of December 31, 2016	168		498		2,100		226		18		3,010

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

	For the year ended December 31,
(In $ million)	2017	2016	2015
Cost of sales	411	436	452
General and administration expenses	8	9	11
Total depreciation expense	419	445	463

During the year ended December 31, 2017, the Group incurred $10 million of impairment losses, net of reversals (2016: $44 million; 2015: $17 million). The recognition and reversal of impairment charges is included in net other income (expenses) in the statements of comprehensive income as a component of profit or loss.

Refer to note 16 for details of security granted over property, plant and equipment and other assets.

G-33

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

14.    Intangible assets

(In $ million)	Goodwill		Trademarks		Customer relationships		Technology & software		Other		Total
As of December 31, 2017
Cost	5,465		1,763		3,321		883		102		11,534
Accumulated amortization	—		(83	)	(1,189	)	(573	)	(24	)	(1,869	)
Accumulated impairment losses	—		—		—		—		(6	)	(6	)
Carrying amount as of December 31, 2017	5,465		1,680		2,132		310		72		9,659
As of December 31, 2016
Cost	5,431		1,763		3,357		878		103		11,532
Accumulated amortization	—		(79	)	(1,035	)	(493	)	(22	)	(1,629	)
Accumulated impairment losses	—		—		—		—		(1	)	(1	)
Carrying amount as of December 31, 2016	5,431		1,684		2,322		385		80		9,902
Carrying amount as of January 1, 2017	5,431		1,684		2,322		385		80		9,902
Additions	—		—		—		10		2		12
Disposals	(1	)	—		—		(4	)	—		(5	)
Amortization for the year	—		(4	)	(168	)	(80	)	(3	)	(255	)
Impairment losses	—		—		—		—		(5	)	(5	)
Transfers to assets held for sale	19		—		(42	)	—		(2	)	(25	)
Other transfers	—		—		—		(1	)	—		(1	)
Effect of movements in exchange rates	16		—		20		—		—		36
Carrying amount as of December 31, 2017	5,465		1,680		2,132		310		72		9,659
Carrying amount as of January 1, 2016	5,447		1,689		2,512		463		81		10,192
Additions	—		—		—		2		2		4
Disposals	(5	)	—		—		—		—		(5	)
Amortization for the year	—		(5	)	(174	)	(80	)	(3	)	(262	)
Impairment losses	(1	)	—		(1	)	—		—		(2	)
Effect of movements in exchange rates	(10	)	—		(15	)	—		—		(25	)
Carrying amount as of December 31, 2016	5,431		1,684		2,322		385		80		9,902

During the year ended December 31, 2017, goodwill disposed of is attributable to the disposal of certain Graham Packaging and Closures businesses.

During the year ended December 31, 2016, goodwill disposed of is attributable to the deconsolidation of a business that had a non-controlling interest.

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

	For the year ended December 31,
(In $ million)	2017	2016	2015
Cost of sales	42	41	42
General and administration expenses	213	221	209
Total amortization expense	255	262	251

During the year ended December 31, 2015, the Group recognized an $18 million benefit from a cumulative adjustment to correct for amortization expense related to customer relationships that was recorded in error since January 2012 at Pactiv Foodservice.

Refer to note 16 for details of security granted over the Group's intangible assets.

14.1    Impairment testing for indefinite life intangible assets

Goodwill, certain trademarks and certain other intangible assets are the only intangibles with indefinite useful lives and therefore are not subject to amortization. Instead, they are tested for impairment at least annually (as of December 31) as well as whenever there is an indication that they may be impaired. Goodwill is tested at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management purposes. Indefinite life intangible assets are tested at a group of CGUs that supports the indefinite life intangible assets.

The aggregate carrying amounts of goodwill and indefinite life intangible assets allocated to each segment for purposes of impairment testing are as follows:

G-34

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	As of December 31,
	2017			2016
(In $ million)	Goodwill	Trademarks	Other	Goodwill	Trademarks	Other
Reynolds Consumer Products	1,913	850	—	1,913	850	—
Pactiv Foodservice	1,697	526	59	1,689	526	63
Graham Packaging	1,412	251	—	1,410	251	—
Evergreen	67	34	—	67	34	—
Closures	376	—	—	352	—	—
Total	5,465	1,661	59	5,431	1,661	63

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell.

For goodwill and certain indefinite lived trademarks the estimated fair value has been determined at the segment level using the 2017 Adjusted EBITDA or forecasted 2018 Adjusted EBITDA expected to be generated multiplied by an earnings multiple. The key assumptions in developing the forecasted Adjusted EBITDA include management's assessment of future trends in the segment's industry and are based on both external and internal sources. The forecasted 2018 Adjusted EBITDA has been prepared by segment management using certain key assumptions including selling prices, sales volumes and costs of raw materials. The forecasted 2018 Adjusted EBITDA is subject to final review by the Group's Chief Operating Decision Maker. Earnings multiples reflect recent sale and purchase transactions and comparable company EBITDA trading multiples in the same industry. The earnings multiples applied for December 31, 2017 ranged between 7.5x and 10x. Costs to sell were estimated to be 1%-1.5% of the fair value of each segment depending on the magnitude of the fair value.

In connection with the goodwill impairment test, the Group determined that Graham Packaging's goodwill was not impaired, but the value of the segment exceeded its carrying amount of $3.4 billion by approximately 4% (2016: 5%). A change of approximately 2% in the forecasted EBITDA, forecasted cash flows, discount rate or the estimated earnings multiple for Graham Packaging could result in a goodwill impairment.

The estimated fair value less cost to sell of the Reynolds® and Hefty® trademarks is first evaluated at the trademark level using the relief from royalty method. The royalty rates were based on observed royalty rates in the market, arm's-length royalty agreements, profit split analysis and previous transactions. The royalty rates applied ranged between 1% and 7%. The growth rates used to estimate future revenues were based on past performance, external market growth assumptions and the Group's experience of growth rates achievable in the Group's key markets. The revenue growth rates applied ranged up to 5%. The discount rate of 8.3% was based on market factors and costs to sell were estimated to be 1.5% of the fair value of each asset.

During the year ended December 31, 2017, there was $4 million of impairment of indefinite life intangible assets and no impairment of goodwill (2016: $2 million; 2015: none). It is reasonably possible that within the next 12 months, the Group could recognize goodwill or indefinite life intangible assets impairment charges in Graham Packaging if there are declines in profitability due to changes in sales volume, pricing, cost or the business environment. These changes could cause the Group to record impairment charges in future periods, which could be material.

15.    Trade and other payables

	As of December 31,
(In $ million)	2017	2016
Trade payables	646	660
Accrued interest	132	151
Related party payables (refer to note 21)	9	12
Other payables and accrued expenses	305	311
Total current trade and other payables	1,092	1,134
Non-current payables	45	40

G-35

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

16.    Borrowings

As of December 31, 2017, RGHL and the Group were in compliance with all of their covenants.

The Group's borrowings are detailed below:

	As of December 31,
(In $ million)	2017		2016
Securitization Facility	420		407
Credit Agreement	3,576		3,578
Reynolds Notes:
Reynolds Senior Secured Notes:
5.750% Senior Secured Notes due 2020	3,137		3,237
6.875% Senior Secured Notes due 2021	645		645
Floating Rate Senior Secured Notes due 2021	750		750
5.125% Senior Secured Notes due 2023	1,600		1,600
Reynolds Senior Notes:
8.250% Senior Notes due 2021	—		345
7.000% Senior Notes due 2024	800		800
Pactiv Notes:
8.125% Debentures due 2017	—		300
6.400% Notes due 2018	16		16
7.950% Debentures due 2025	276		276
8.375% Debentures due 2027	200		200
Other borrowings	20		24
Total principal amount of borrowings	11,440		12,178
Transaction costs	(77	)	(136	)
Embedded derivatives	32		40
Original issue discounts, net of premiums	(6	)	(12	)
Carrying value	11,389		12,070
Current borrowings	470		745
Non-current borrowings	10,919		11,325
Total borrowings	11,389		12,070

16.1        Securitization Facility

On March 22, 2017, RGHL and the Group entered into a new $600 million securitization facility (the “2017 Securitization Facility”), of which $452 million was drawn on the closing date. The proceeds and cash were used to repay and extinguish all amounts outstanding under the previous securitization facility and pay transaction fees and expenses. The 2017 Securitization Facility matures on March 22, 2022. Consistent with the previous facility: (i) the amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables; (ii) the 2017 Securitization Facility is secured by all of the assets of the borrower, which are primarily the eligible trade receivables and cash; and (iii) the terms of the arrangement do not result in the derecognition of the trade receivables by the Group. The 2017 Securitization Facility has an interest rate equal to one-month LIBOR with a 0% floor, plus a margin of 1.75% per annum. As of December 31, 2017, $420 million was drawn under the 2017 Securitization Facility.

16.2        Credit Agreement

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

G-36

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	Currency	Maturity date	Facility value (in million)	Value drawn or utilized as of December 31, 2017 (in million)	Applicable interest rate as of December 31, 2017
Term Tranches
U.S. Term Loans	$	February 5, 2023	3,315	3,282	LIBOR (floor of 0.000%) + 2.750%
European Term Loans	€	February 5, 2023	249	247	EURIBOR (floor of 0.000%) + 3.250%
Revolving Tranche(1)
U.S. Revolving Loans	$	August 5, 2021	302	62	—

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

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

Refer to note 9 for the loss recognized on the extinguishment of borrowings as a result of the write-off of unamortized debt issuance costs.

On September 29, 2017, the interest rate margin applicable to the outstanding U.S. and European term loans was reduced by 0.25% per annum to 2.750% per annum and 3.250% per annum, respectively, due to certain upgrades in RGHL’s credit rating.

On August 5, 2016, RGHL and the Group amended and restated the Credit Agreement to, among other things, (i) reduce the applicable margin on the U.S. term loans by 25 basis points and increase the applicable margin on the European term loans by 25 basis points, (ii) reduce the EURIBOR floor on the European term loans by 100 basis points to 0.000%, (iii) restructure the revolving tranches into a $302 million facility and (iv) make certain other changes to the covenants contained in the Credit Agreement, including removing the quarterly financial ratio covenant for the Term Loan borrowings.

Also on August 5, 2016, the Group used the proceeds from the additional $250 million of 5.125% Senior Secured Notes due 2023 issued on August 1, 2016, together with the incurrence of the new Credit Agreement discussed above and available cash, to repay all amounts outstanding under the previous Credit Agreement and to pay transaction costs.

On October 7, 2016, RGHL and the Group incurred $1,350 million of additional U.S. term loans under the Credit Agreement. The Group used the net proceeds, together with available cash, to repay all of the outstanding aggregate principal amount of 5.625% Related Party Notes due 2016 and 9.875% Senior Notes due 2019, $500 million aggregate principal amount of 8.250% Senior Notes due 2021, $350 million aggregate principal amount of 6.875% Senior Secured Notes due 2021 and to pay redemption premiums and transaction costs.

RGHL and certain members of the Group have guaranteed on a senior basis the obligations under the Credit Agreement and related documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations under the Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the Reynolds Senior Secured Notes.

Indebtedness under the Credit Agreement may be voluntarily repaid in whole or in part and must be mandatorily repaid in certain circumstances. The borrowers also make quarterly amortization payments of 0.25% of the amount of term loans outstanding on February 7, 2017. The borrowers are required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% or 0% if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due in 2017 or are due in 2018 for the year ended December 31, 2017.

The Credit Agreement contains customary covenants which restrict RGHL and the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the Credit Agreement. In addition, total assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 25% or less of the adjusted consolidated total assets of RGHL and the Group as of the last day of the most recently ended fiscal quarter of RGHL for which financial statements are available, and the aggregate of the EBITDA of the non-guarantor companies is required to be 25% or less of the consolidated EBITDA of RGHL and the Group for the period of four consecutive fiscal quarters of RGHL for which financial statements are available, in each case calculated in accordance with the Credit Agreement (the "Guarantor Coverage Test") which may differ from the measure of Adjusted EBITDA as disclosed in note 5. If RGHL and the Group are unable to meet the Guarantor Coverage Test, RGHL and the Group will be required to add additional subsidiary guarantors as necessary to satisfy such requirements. Provided that RGHL and the Group meet the Guarantor Coverage Test, RGHL and the Group have the ability to designate certain non-U.S. companies as excluded subsidiaries which would result in such non-U.S. companies no longer guaranteeing the Credit Agreement and being released from their guarantees of the Reynolds Notes (as defined below).

The Credit Agreement also contains a total secured leverage ratio covenant not to exceed 5.00 to 1.00 on a pro forma basis. This covenant applies if the aggregate revolving credit exposure (excluding any exposure in respect of undrawn letters of credit) as of the last day of a fiscal quarter exceeds 35% of the total commitments under the revolving credit facility on such day.

16.3        Reynolds Notes

The Group's borrowings as of December 31, 2017 issued by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (New Zealand) Limited (together, the "Reynolds Notes Issuers") are summarized below:

G-37

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

	Maturity date	Interest payment dates
5.750% Senior Secured Notes due 2020	October 15, 2020	April 15 and October 15
6.875% Senior Secured Notes due 2021	February 15, 2021	February 15 and August 15
Floating Rate Senior Secured Notes due 2021(1)	July 15, 2021	January 15, April 15, July 15 and October 15
5.125% Senior Secured Notes due 2023(2)	July 15, 2023	January 15 and July 15; commencing January 15, 2017
7.000% Senior Notes due 2024	July 15, 2024	January 15 and July 15; commencing January 15, 2017

(1) The Floating Rate Senior Secured Notes due 2021 were issued at an issue price of 99.000% and have an interest rate equal to the three-month Dollar LIBOR plus 3.500% reset quarterly. In July 2016, the Group entered into an interest rate swap agreement to mitigate the interest rate risk exposure of the Floating Rate Senior Secured Noted due 2021. While the Group has elected not to adopt hedge accounting, the economic effect of this derivative is that the effective interest rate on the Floating Rate Senior Secured Notes due 2021 is 4.670% from October 15, 2016.

(2) $250 million aggregate principal amount of 5.125% Senior Secured Notes due 2023 were issued at an issue price of 103.500%.

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

On December 15, 2017, the Group repaid $100 million aggregate principal amount of 5.750% Senior Secured Notes due 2020 at a redemption price of 101.438%, plus accrued and unpaid interest.

During the year ended December 31, 2016, the Group repaid an aggregate principal amount of $1,568 million of Reynolds Senior Secured Notes and $3,214 million of Reynolds Senior Notes.

Refer to note 9 for the loss recognized on the reduction in borrowings as a result of premiums incurred and the write-off of unamortized debt issuance costs.

Refer to note 26 for details regarding changes to certain of the Reynolds Notes subsequent to December 31, 2017.

Assets pledged as security for borrowings

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

Certain guarantee and security arrangements

All of the guarantors of the Credit Agreement have guaranteed the obligations under the Reynolds Notes to the extent permitted by law.

Certain guarantors have granted security over certain of their assets to support the obligations under the Reynolds Senior Secured Notes. This security is expected to be shared on a first priority basis with the creditors under the Credit Agreement.

Reynolds Notes indentures restrictions

The respective indentures governing the Reynolds Notes all contain customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the respective indentures governing the Reynolds Notes.

Early redemption option and change in control provisions

Under the respective indentures governing the Reynolds Notes, the Reynolds Notes Issuers, at their option, can elect to redeem the Reynolds Notes under terms and conditions specified in the respective indentures. The terms of the early redemption constitute an embedded derivative. In accordance with the Group's accounting policy for embedded derivatives, the Group has recognized embedded derivatives in relation to the redemption provisions of the indentures governing the respective Reynolds Notes.

Under the respective indentures governing the Reynolds Notes in certain circumstances which would constitute a change in control, the holders of the Reynolds Notes have the right to require the Reynolds Notes Issuers to repurchase the Reynolds Notes at a premium.

16.4         Related Party Notes

In June 2016, the Group repurchased $538 million aggregate principal amount of the 6.000% Related Party Notes due 2017. Also in June 2016, the Group repurchased the remaining $52 million of the 6.000% Related Party Notes due 2017 at a redemption price of 100% of the principal thereof, plus accrued and unpaid interest.

In October 2016, the Group repurchased the remaining $642 million of the 5.625% Related Party Notes due 2016 at a redemption price of 100% of the principal thereof, plus accrued and unpaid interest.

G-38

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

16.5    Pactiv Notes

As of December 31, 2017, the Group had outstanding the following notes and debentures (together, the “Pactiv Notes”) issued by Pactiv LLC:

	Maturity date	Semi-annual interest payment dates
6.400% Notes due 2018	January 15, 2018	January 15 and July 15
7.950% Debentures due 2025	December 15, 2025	June 15 and December 15
8.375% Debentures due 2027	April 15, 2027	April 15 and October 15

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

The Pactiv Notes are not guaranteed by any member of the Group and are unsecured.

The indentures governing the Pactiv Notes contain a negative pledge clause limiting the ability of certain entities within the Group, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on “principal manufacturing properties” (as such term is defined in the indentures governing the Pactiv Notes) or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing property and (ii) sell and then take an immediate lease back of such principal manufacturing property.

The 8.375% Debentures due 2027 may be redeemed at any time at the Group's option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest to the date of the redemption.

16.6     Other borrowings

As of December 31, 2017, in addition to the 2017 Securitization Facility, the Credit Agreement, the Reynolds Notes and the Pactiv Notes, the Group had a number of unsecured working capital facilities extended to certain operating companies of the Group. These facilities bear interest at floating or fixed rates.

As of December 31, 2017, the Group had local working capital facilities in a number of jurisdictions which are secured by the collateral under the Credit Agreement and the Reynolds Senior Secured Notes and by certain other assets. These facilities rank pari passu with the obligations under the Credit Agreement and under the Reynolds Senior Secured Notes.

Other borrowings as of December 31, 2017 included finance lease obligations of $20 million (2016: $23 million).

16.7     Reconciliation of liabilities arising from financing activities

(In $ million)	Principal borrowings		Transaction costs		Total
Carrying amount as of January 1, 2017	12,179		(108	)	12,071
Cash flows	(773	)	—		(773	)
Capitalization of borrowing costs	—		(10	)	(10	)
Effects of movements in exchange rates	34		—		34
Other	—		67		67
Carrying amount as of December 31, 2017	11,440		(51	)	11,389

G-39

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

17.    Employee benefits

17.1    Summary of employee benefits liabilities

	As of December 31,
(In $ million)	2017	2016
Salaries and wages accrued	149	185
Provision for annual leave	40	37
Provision for other employee benefits	53	40
Provision for exit from multi-employer pension plans	70	73
Defined benefit obligations:
Pension benefits	840	970
Post-employment medical benefits	106	105
Total employee benefits liabilities	1,258	1,410
Current	213	248
Non-current	1,045	1,162
Total employee benefits liabilities	1,258	1,410

Included in liabilities directly associated with assets held for sale at December 31, 2016 is $18 million of employee benefits liabilities.

17.2    Pension benefits

The Group makes contributions to defined benefit pension plans which define the level of pension benefit an employee will receive on retirement. The Group operates defined benefit pension plans in countries including Canada, Germany, Japan, Taiwan, United Kingdom, Mexico and the United States. The majority of the Group’s net pension plan liabilities are in the United States and subject to governmental regulations relating to the funding of retirement plans. The Group generally funds its retirement plans equal to the annual minimum funding requirements specified by government regulations covering each plan. Deterioration in the value of plan assets, including equity and debt securities, resulting from a general financial downturn or otherwise, or a change in the interest rate used to discount the projected benefit obligations, could cause an increase in the underfunded status of the Group’s defined benefit pension plans, thereby increasing the Group’s obligation to make contributions to the plans, which in turn would reduce the cash available for the Group’s business. The Group has generally provided aggregated disclosures in respect of these plans on the basis that these plans are not exposed to materially different risks.

The Group’s largest pension plan is the Pactiv Retirement Plan, of which Pactiv became the sponsor at the time of the Pactiv spin-off from Tenneco Inc. in 1999. The plan was assumed as part of the Pactiv acquisition in 2010. This plan covers certain of Pactiv Foodservice's employees as well as employees (or their beneficiaries) of certain companies previously owned by Tenneco Inc. but not currently owned by the Group. As a result, while persons who are not current Pactiv Foodservice employees do not accrue benefits under the plan, the total number of individuals/beneficiaries covered by this plan is much larger than if only Pactiv Foodservice personnel were participants. The Pactiv Retirement Plan comprises 96% (2016: 91%) of the Group’s present value of pension plan obligations. For this reason, the impact of this pension plan on the Group’s net income and cash from operations is greater than the impact typically found at similarly sized companies. Changes in the following factors can have a disproportionate effect on the Group’s results of operations and statement of financial position compared with similarly sized companies: (i)interest rate used to discount projected benefit obligations and to calculate the net interest on the net defined benefit liability (asset), (ii)governmental regulations relating to funding of retirement plans in the United States, (iii) financial market performance and (iv) revisions to mortality tables as a result of changes in life expectancy. Therefore, certain information applicable to the Pactiv Retirement Plan has been separately disclosed. As of December 31, 2017, the Pactiv Retirement Plan was underfunded by $764 million.

On November 8, 2016, the Group entered into an agreement with the U.S. Pension Benefit Guaranty Corporation (the “PBGC”) whereby the PBGC agreed not to assert a termination liability against the Group in relation to three defined benefit pension plans of UCI Holdings Limited (the “UCI Pension Plans”) in return for Pactiv LLC, a member of the Group, becoming the sponsor of the UCI Pension Plans. UCI Holdings Limited was a former member of the Group's "controlled group," as defined by the PBGC. This agreement became effective on December 30, 2016, resulting in the recognition of a net liability of $65 million, comprising plan assets of $213 million and actuarially determined plan liabilities of $278 million. On December 1, 2017, the UCI Pension Plans were merged into the Pactiv Retirement Plan.

Future contributions to the Group’s pension plans, including the Pactiv Retirement Plan, could reduce the cash otherwise available to operate the Group’s business and could have an adverse effect on the Group’s results of operations. The Group expects to make contributions to the Pactiv Retirement Plan of $49 million in 2018. Expected contributions during the year ending December 31, 2018 for all other defined benefit plans are estimated to be up to $9 million. Future contributions will be dependent on future plan asset returns and interest rates and are highly sensitive to changes.

The various defined benefit plans are governed in accordance with the relevant local legislation. Typically each plan has a separate governance committee which is responsible for managing the plan. In certain jurisdictions membership of the governance committee includes plan representatives. The Group has sole responsibility for the administration of the Pactiv Retirement Plan.

G-40

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Movement in defined benefit pension obligations

	Defined benefit obligation				Fair value of plan assets				Net defined benefit liability (asset)
(In $ million)	2017		2016		2017		2016		2017		2016
Balance as of January 1	5,076		4,899		(4,091	)	(3,932	)	985		967
Included in profit or loss:
Current service cost	9		10		—		—		9		10
Interest cost (income)	198		206		(160	)	(165	)	38		41
Administrative expenses	—		—		35		32		35		32
Settlement (gain)	(7	)	(7	)	—		—		(7	)	(7	)
Assumption of UCI pension plans	—		278		—		(213	)	—		65
Total expense (income) recognized in profit or loss	200		487		(125	)	(346	)	75		141
Remeasurement (gains) losses:
Actuarial (gains) losses arising from:
Demographic assumptions	(10	)	(91	)	—		—		(10	)	(91	)
Financial assumptions	265		138		—		—		265		138
Return on plan assets, excluding interest income	—		—		(429	)	(160	)	(429	)	(160	)
Total remeasurement (gains) losses	255		47		(429	)	(160	)	(174	)	(113	)
Other movements:
Contributions by the Group	—		—		(33	)	(7	)	(33	)	(7	)
Benefits paid by the plans	(691	)	(352	)	691		352		—		—
Business disposals	(15	)	—		—		—		(15	)	—
Effect of movements in exchange rates	5		(5	)	(3	)	2		2		(3	)
Total other movements	(701	)	(357	)	655		347		(46	)	(10	)
Balance as of December 31	4,830		5,076		(3,990	)	(4,091	)	840		985
Comprised of:
Pactiv Retirement Plan	4,646		4,616		(3,882	)	(3,784	)	764		832
Other plans	184		445		(108	)	(307	)	76		138
	4,830		5,061		(3,990	)	(4,091	)	840		970
Plans associated with assets held for sale	—		15		—		—		—		15
Balance as of December 31	4,830		5,076		(3,990	)	(4,091	)	840		985
Comprised of:
Funded plans									796		925
Plans associated with assets held for sale									—		15
Unfunded plans									44		45
Total net pension benefits liability									840		985
Included in the statements of financial position as:
Employee benefits liabilities									840		970
Liabilities directly associated with assets held for sale									—		15
Total net pension benefits liability									840		985

The Group's pension plans had a weighted average duration of 10 years (2016: 10 years).

G-41

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

For the year ended December 31, 2015, the Group recognized remeasurement gains of $253 million directly in other comprehensive income. The gains were comprised of $95 million of gains from changes in demographic assumptions and $190 million of gains from changes in financial assumptions, partially offset by $32 million from losses on plan assets, excluding interest.

Expense recognized in the statements of comprehensive income

The expense is recognized in the following components in the statements of comprehensive income:

	For the year ended December 31,
(In $ million)	2017	2016	2015
Cost of sales	14	14	15
General and administration expenses	61	127	69
Total plan net expense from continuing operations	75	141	84
Discontinued operations	—	—	2
Total plan net expense	75	141	86

The Group presents pension (income) expense in personnel costs, which are reported in cost of sales and general and administration expenses.

The plan net expense for the year ended December 31, 2015 was comprised of current service cost of $14 million, administrative expense of $27 million and interest expense of $206 million, partially offset by interest income of $161 million.

During the year ended December 31, 2017, the plan net expense of the Pactiv Retirement Plan was $72 million (2016: $63 million; 2015: $65 million).

In September 2017, the Group recorded a $5 million pension settlement charge in general and administration expenses in connection with the purchase of a group annuity contract from an insurance company to settle $308 million of the outstanding pension benefit obligations under the Pactiv Retirement Plan. The insurance company assumed the obligation to pay future pension benefits and provide administrative services for approximately 13,600 retirees and surviving beneficiaries who are currently receiving payments from this plan. The purchase was funded directly by plan assets.

In October and November 2017, the UCI Pension Plans settled retirement benefits with certain vested members through a voluntary lump-sum buyout of their benefits, resulting in the payment of $60 million to those who elected to receive the buyout and a settlement gain of $12 million which is included in the pension plan expense for 2017.

During the year ended December 31, 2016, the Pactiv Retirement Plan settled retirement benefits with certain vested members through a voluntary lump-sum buyout of their benefits, resulting in the payment of $43 million from plan assets to those who elected to receive the buyout and a settlement gain of $7 million which is included in the plan expense for 2016.

Plan assets

Plan assets consist of the following:

	As of December 31,
(In $ million)	2017	2016
Equity instruments	2,802	2,818
Debt instruments	616	649
Property	403	447
Other	169	177
Total plan assets	3,990	4,091

Approximately 97% of total plan assets are held by the Pactiv Retirement Plan. This plan's total assets include the following exposures: (i) $2,742 million of exposure to equity markets, which includes exposure to $2,225 million of U.S. equities held through a combination of listed equities and equity index funds, and exposure to approximately $517 million of non-U.S. equities held through listed equities and unlisted index funds; (ii) $597 million of exposure to debt instruments, which include investments in corporate bonds and high yield bonds; and (iii) $395 million of exposure to property held through unlisted commingled funds.

In addition to the above plan assets, the Group is required to hold assets as collateral against certain unfunded defined benefit obligations assumed as part of the Pactiv acquisition. As of both December 31, 2017 and 2016, $27 million in cash, included in other non-current assets in the statements of financial position, was held as collateral against these obligations.

G-42

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Actuarial assumptions — all plans

	For the year ended December 31,
	2017	2016	2015
Discount rates at December 31	0.6% - 8.0%	0.6% - 8.0%	0.8% - 7.3%
Future salary increases	0.0% - 7.0%	0.0% - 7.0%	0.0% - 7.0%
Future pension increases	0.0% - 3.7%	0.0% - 3.7%	0.0% - 4.0%

The discount rate for the Pactiv Retirement Plan for the years ended December 31, 2017 and 2016 was 3.6% and 4.1%, respectively. Retirement benefits under the Pactiv Retirement Plan are frozen. Therefore, future salary increases and future pension increase assumptions have no effect on the retirement benefit obligation of that plan. The principal mortality rates assumed are the published mortality rates within the RP 2014 aggregate table with projection scale MP-2017 for 2017 and projection scale MP-2016 for 2016.

Sensitivity analysis

The assumed discount rate is an assumption that changes annually, and has an effect on the amounts of the defined benefit obligation. A one-half percentage point change in assumed discount rates would have the following effects:

(In $ million)	Increase	Decrease
Effect on the net plan expense	7	5
Effect on the defined benefit obligation	246	271

The mortality tables used for the mortality assumption included projections of improved life expectancy. These tables are only changed infrequently; however, when they change they can have a significant impact on the plan liability. Estimates of the impact of mortality table changes are complex and difficult to measure. The Group does not expect changes to the mortality tables similar to those adopted in 2014 to occur in the next several years.

17.3    Post-employment medical benefits

The Group operates unfunded post-employment medical benefit plans mainly in the United States. The liability for the post-employment medical benefits has been assessed using the same assumptions as for the pension benefits, together with the assumption of a weighted average healthcare cost trend rate of 7.2% for the year ended December 31, 2017, 7.0% for the year ended December 31, 2016 and 8.0% for the year ended December 31, 2015.

The main actuarial assumption is the published mortality rates within the RP 2014 aggregate table with projection scale MP-2017 for 2017 and projection scale MP-2016 for 2016.

The Group expects to contribute $6 million to the post-employment medical benefit plans during the annual period ending December 31, 2018.

Movement in the post-employment medical obligations

	For the year ended December 31,
(In $ million)	2017		2016
Liability for post-employment medical obligations as of the beginning of the year	105		111
Included in profit or loss:
Current service cost	1		1
Interest cost	4		4
Total expense recognized in profit or loss	5		5
Remeasurement (gains) losses:
Actuarial (gains) losses from changes in demographic assumptions	(6	)	(7	)
Actuarial (gains) losses from changes in financial assumptions	8		2
Total remeasurement (gains) losses	2		(5	)
Other movements:
Benefits paid by the plans	(6	)	(6	)
Total other movements	(6	)	(6	)
Liability for post-employment medical obligations as of the end of the year	106		105

G-43

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

For the year ended December 31, 2015, the Group recognized benefit plan expense of $7 million related to post-employment medical obligations. The benefit plan expense was comprised of $2 million of current service cost and $5 million of interest cost.

For the year ended December 31, 2015, the Group recognized a remeasurement gain of $13 million directly in other comprehensive income. The gain was comprised of $11 million from changes in demographic assumptions and $2 million from changes in financial assumptions.

Assumed health care cost trend rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one percentage point change in assumed health care cost trend rates would have the following effects:

(In $ million)	Increase	Decrease
Effect on plan expense	—	—
Effect on the post-employment medical obligations	2	2

Discount rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one-half percentage point change in discount rates would have the following effects:

(In $ million)	Increase	Decrease
Effect on plan expense	—	—
Effect on the post-employment medical obligations	6	6

17.4    Defined contribution plans

The Group sponsors various defined contribution plans. During the year ended December 31, 2017, the Group recorded expense of $66 million (2016: $62 million; 2015: $62 million) in relation to contributions to these plans in continuing operations in the statement of comprehensive income.

17.5    Multi-employer plans

The Group also makes contributions, for some current and former employees, to union administered multi-employer pension plans based on negotiated labor contracts. While these plans provide for defined benefits, as a result of insufficient information the Group accounts for its participation in these plans as defined contribution plans. Specifically, the plans do not maintain IFRS accounting records and there is insufficient information to allocate amounts among employer participants. The Group, with union approval, has elected over the last several years to withdraw from virtually all of these multi-employer plans. Withdrawal creates a withdrawal liability obligation based upon guidelines outlined in the specific multi-employer plan.

The most significant of the multi-employer pension plans in which the Group participated was the PACE Industry Union-Management Pension Fund (“PIUMPF”), in which certain employees of both Evergreen and Pactiv Foodservice participated. Graham Packaging had withdrawn from this plan prior to the acquisition by the Group. Evergreen and Pactiv Foodservice reached agreements with the relevant unions, ratified by the unions in November 2013, to allow Evergreen and Pactiv Foodservice to withdraw from PIUMPF as of December 31, 2013. In December 2016, the Group and PIUMPF formally agreed and signed a Settlement Agreement and Release, which settles all prior matters relating to the pension withdrawal liability. The Group and PIUMPF agreed to a settlement of $88 million, which was less than the previously-notified funding obligation, to be paid over 20 years reduced by amounts previously paid in 2015 and 2014. As a result, the Group has a liability of $61 million as of December 31, 2017 ($63 million as of December 31, 2016) for the present value of such future payments. If PIUMPF suffers a “mass withdrawal” (as defined in the Employee Retirement Income Security Act) prior to January 1, 2016, the Group's annual payment will continue until the end of the year in which the assets (exclusive of the withdrawal liability claims) are sufficient to meet all obligations, as determined by the Pension Benefit Guaranty Corporation. As of February 13, 2018, the Group has not received any notification that PIUMPF has suffered a mass withdrawal. If one did occur, the aggregate amount of the Group’s required payments could increase and the increase could be material.

The Group has a withdrawal liability of $9 million for its withdrawal from the other multi-employer plans.

For all of its multi-employer pension plans, the Group expects to make payments of approximately $4 million annually over the next 18 years.

G-44

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

18.    Provisions

(In $ million)	Asset retirement obligations		Restructuring		Workers’ compensation		Other		Total
Balance as of December 31, 2016	39		30		47		24		140
Provisions made	3		19		9		6		37
Provisions used	(1	)	(27	)	(14	)	(8	)	(50	)
Provisions reversed	—		(4	)	—		(1	)	(5	)
Other	3		1		—		2		6
Balance as of December 31, 2017	44		19		42		23		128
Current	2		13		13		11		39
Non-current	42		6		29		12		89
Total provisions as of December 31, 2017	44		19		42		23		128
Current	1		24		29		11		65
Non-current	38		6		18		13		75
Total provisions as of December 31, 2016	39		30		47		24		140

Other provisions

Other provisions as of December 31, 2017 included $7 million of environmental remediation programs (2016: $7 million).

19.    Equity

19.1    Share capital

The reported share capital balance as of December 31, 2017 is that of the Company.

Further information regarding the Company's issued capital is detailed below:

	For the year ended December 31,
Number of shares	2017	2016	2015
Balance at the beginning of the year	382,995	382,995	425,550
Repurchase of shares	—	—	(42,555	)
Balance at the end of the year	382,995	382,995	382,995

All issued shares are fully paid and have no par value.

On November 16, 2015, the Company repurchased and canceled 42,555 class J shares for consideration of $123 million from RGHL, its sole shareholder.

The holder of the shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share. All shares rank equally with regard to the Company's residual assets in the event of a wind-up.

19.2    Dividends

There were no dividends declared or paid by the Company during any years presented.

19.3    Capital management

The Directors are responsible for monitoring and managing the Group's capital structure. Capital is comprised of equity and external borrowings.

The Directors' policy is to maintain an acceptable capital base to promote the confidence of the Group's financiers and creditors and to sustain the future development of the business. The Directors monitor the Group's financial position to ensure that it complies at all times with its financial and other covenants as set out in its financing arrangements.

In order to maintain or adjust the capital structure, the Directors may elect to take a number of measures including, for example, to dispose of assets or operating segments of the business, alter its short to medium term plans with respect to capital projects and working capital levels, or re-balance the level of equity and external debt in place.

G-45

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

20.    Financial risk management

20.1    Overview

This note presents information about the Group's exposure to market risk, credit risk and liquidity risk, and where applicable, the Group's objectives, policies and procedures for managing these risks.

Exposure to market, credit and liquidity risks arises in the normal course of the Group's business. The Directors of the Group and the ultimate parent entity have overall responsibility for the establishment and oversight of the Group's risk management framework.

The Directors have established a treasury policy that identifies risks faced by the Group and sets out policies and procedures to mitigate those risks. Risk management is primarily carried out by the treasury function of the Group. The Directors have delegated authority levels and authorized the use of various financial instruments to a restricted number of personnel within the treasury function.

Monthly combined treasury reports are prepared for the Directors and officers of the Group, who ensure compliance with the risk management policies and procedures.

20.2    Market risk

Market risk is the risk that changes in market prices, such as foreign currency exchange rates, interest rates and commodity prices, will affect the Group's cash flows or the fair value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

The Group buys and sells derivatives in the ordinary course of business to manage market risks. The Group does not enter into derivative contracts for speculative purposes.

(a) Foreign currency exchange rate risk

As a result of the Group's international operations, foreign currency exchange risk exposures exist on sales, purchases, financial assets and borrowings that are denominated in currencies that are not the functional currency of that subsidiary. In these circumstances, a change in exchange rates would impact the profit or loss component of the Group's statement of comprehensive income.

In accordance with the Group's treasury policy, the Group takes advantage of natural offsets to the extent possible. Therefore, when commercially feasible, the Group borrows in the same currencies in which cash flows from operations are generated. On a limited basis, the Group uses derivatives to hedge residual foreign currency exchange risk arising from receipts and payments denominated in foreign currencies. The Group generally does not hedge its exposure to translation gains or losses in respect of its non-U.S. dollar functional currency assets or liabilities. Additionally, when considered appropriate, the Group may enter into derivatives to hedge foreign currency exchange risk arising from specific transactions.

The following table provides the detail of outstanding foreign currency derivative contracts as of December 31, 2017:

Type	Contract type	Currency	Contracted volume	Counter-currency	Contracted conversion range	Contracted date of maturity
Currency forwards	Sell	CA$	13,000,000	$	1.2548 - 1.2925	Jan 2018 - May 2018

The fair values of the derivative contracts are derived from inputs based on quoted market prices or traded exchange market prices and represent the estimated amounts that the Group would pay or receive to terminate the contracts. During the year ended December 31, 2017, the Group recognized an unrealized loss of $1 million (2016: unrealized loss of $4 million; 2015: unrealized gain of $2 million) as a component of net other income (expenses) in the statements of comprehensive income. During the year ended December 31, 2017, the Group recognized a realized loss of $1 million (2016: realized loss of $6 million; 2015: realized gain of $14 million) as a component of net other income (expenses) in the statements of comprehensive income.

A 10% upward (downward) movement in the price curve used to value the foreign currency derivative contracts, applied as of December 31, 2017, would have resulted in no change in unrealized gains recognized in the statement of comprehensive income assuming all other variables remain constant.

The Group is also exposed to foreign currency exchange risk on certain intercompany borrowings between certain of its entities with different functional currencies.

(b) Interest rate risk

The Group's interest rate risk arises from long-term borrowings at both fixed and floating rates and from deposits which earn interest at floating rates. Borrowings and deposits at floating rates expose the Group to cash flow interest rate risk. Borrowings at fixed rates expose the Group to fair value interest rate risk.

The Group has exposure to both floating and fixed interest rates on borrowings primarily denominated in the U.S. dollar and the euro. Interest rate risk on borrowings at floating rates is partially offset by interest on cash deposits also earned at floating rates.

The Group has adopted a policy to ensure that at least 50% of its overall exposure to changes in interest rates on borrowings is on a fixed rate basis.

G-46

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

The following table sets out the Group's interest rate risk repricing profile:

(In $ million)	Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2017
Fixed rate instruments
Borrowings	(6,694	)	(19	)	(3,141	)	(650	)	(2,884	)
Total fixed rate instruments	(6,694	)	(19	)	(3,141	)	(650	)	(2,884	)
Floating rate instruments
Cash and cash equivalents	617		617		—		—		—
Related party receivables	65		65		—		—		—
Borrowings	(4,746	)	(4,746	)	—		—		—
Total floating rate instruments	(4,064	)	(4,064	)	—		—		—
Total	(10,758	)	(4,083	)	(3,141	)	(650	)	(2,884	)

(In $ million)	Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2016
Fixed rate instruments
Borrowings	(7,443	)	(303	)	(21	)	(4,232	)	(2,887	)
Total fixed rate instruments	(7,443	)	(303	)	(21	)	(4,232	)	(2,887	)
Floating rate instruments
Cash and cash equivalents	932		932		—		—		—
Related party receivables	45		45		—		—		—
Borrowings	(4,735	)	(4,735	)	—		—		—
Total floating rate instruments	(3,758	)	(3,758	)	—		—		—
Total	(11,201	)	(4,061	)	(21	)	(4,232	)	(2,887	)

The Group's sensitivity to interest rate risk can be expressed in two ways:

Fair value sensitivity analysis

A change in interest rates impacts the fair value of the Group's fixed rate borrowings. Given all debt instruments are carried at amortized cost, a change in interest rates would not impact the profit or loss component of the statement of comprehensive income.

Cash flow sensitivity analysis

A change in interest rates would impact future interest payments and receipts on the Group's floating rate liabilities and assets. An increase or decrease in interest rates of 100 basis points at the reporting date would impact the statement of comprehensive income result and equity by the amounts described below, based on the assets and liabilities held at the reporting date, and a one-year timeframe. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant. The analysis is performed on the same basis for comparative years.

The underlying rate for the Floating Rate Senior Secured Notes due 2021 is the three-month Dollar LIBO Rate. As of December 31, 2017, the three-month Dollar LIBO Rate was 1.36%. In July 2016, the Group entered into a $750 million interest rate swap agreement to mitigate the interest rate risk exposure of the Floating Rate Senior Secured Notes due 2021. While the Group has elected not to adopt hedge accounting, the economic effect of this derivative is that the effective interest rate on the Floating Rate Senior Secured Notes due 2021 is fixed at 4.670% from October 15, 2016.

The underlying rates for the Credit Agreement are the one-month LIBOR and EURIBOR, which as of December 31, 2017 were 1.57% and (0.37)%, respectively. Based on the Group's outstanding debt commitments as of December 31, 2017, a one-year timeframe and all other variables, in particular foreign currency exchange rates, remaining constant, a 100 basis point increase in interest rates would result in a $33 million increase in interest expense on the U.S. term loan and a $2 million increase in interest expense on the European term loan under the Credit Agreement. A 100 basis point decrease in interest rates would result in a $33 million decrease in interest expense on the U.S. term loan and would have no impact on interest expense for the European term loan due to the EURIBOR floor under the Credit Agreement.

The underlying rate for the 2017 Securitization Facility is the one-month LIBOR. As of December 31, 2017, the applicable one-month LIBOR was 1.50%. Based on the Group's outstanding debt commitments under the 2017 Securitization Facility as of December 31, 2017, a one-

G-47

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

year timeframe and all other variables remaining constant, a 100 basis point increase (decrease) in the underlying interest rate would result in a $4 million increase (decrease) in interest expense.

(c) Commodity and other price risk

Commodity and other price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market.

The Group's exposure to commodity and other price risk arises principally from the purchase of resin, natural gas and aluminum. The Group generally purchases commodities at spot market prices and does not use commodity financial instruments or derivatives to hedge commodity prices, except for the items in the table below.

The Group's objective is to ensure that its commodity and other price risk exposure is kept at an acceptable level. In accordance with the Group's treasury policy, the Group enters into derivative instruments to reduce the Group's exposure in relation to the cost of resin (and its components), natural gas, diesel, electricity and aluminum. These derivatives are implemented to either (a) mitigate the impact of the lag in timing between when raw material costs change and when the Group can pass on these raw material costs changes to its customers or (b) fix the Group's input costs for a period of time.

The following table provides the detail of outstanding commodity derivative contracts as of December 31, 2017:

Type	Unit of measure	Contracted volume	Contracted price range	Contracted date of maturity
Aluminum swaps	metric tonne	18,501	$1,563 - $2,308	Jan 2018 - Jan 2019
Aluminum Midwest Premium swaps	pound	1,859,987	$0.08 - $0.10	Jan 2018 - Dec 2018
Natural gas swaps	million BTU	6,203,778	$2.82 - $3.34	Feb 2018 - Dec 2018
Ethylene swaps	pound	3,353,654	$0.35 - $0.35	Jan 2018 - May 2018
Polymer-grade propylene swaps	pound	24,069,527	$0.41 - $0.50	Jan 2018 - Jun 2018
Benzene swaps	U.S. liquid gallon	10,991,038	$2.58 - $3.25	Feb 2018 - Sep 2018
Diesel swaps	U.S. liquid gallon	4,033,447	$2.46 - $2.88	Jan 2018 - Dec 2018
Low-density polyethylene swaps	pound	6,000,000	$0.81 - $0.82	Jan 2018 - Jun 2018

The fair values of the derivative contracts are derived from inputs based on quoted market prices or traded exchange market prices and represent the estimated amounts that the Group would pay or receive to terminate the contracts. During the year ended December 31, 2017, the Group recognized an unrealized gain of $1 million (2016: unrealized gain of $22 million; 2015: unrealized gain of $112 million) as a component of net other income (expenses) in the statements of comprehensive income. During the year ended December 31, 2017, the Group recognized a realized gain of $20 million (2016: realized loss of $17 million; 2015: realized loss of $182 million) as a component of cost of sales in the statements of comprehensive income.

A 10% upward (downward) movement in the price curve used to value the commodity derivative contracts, applied as of December 31, 2017, would have resulted in a $1 million change in unrealized gains recognized in the statement of comprehensive income assuming all other variables remain constant.

20.3Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers and related entities.

Given the diverse global operations and customers across the Group, the Directors have delegated authority for credit control procedures to each of the segments within the Group, subject to certain Group-determined limits. Each operating business is responsible for managing its own credit control procedures. These include, but are not limited to, reviewing the individual characteristics of new customers for creditworthiness before accepting the customer and agreeing upon purchase limits and terms of trade. If considered appropriate the operating business may take out insurance for specific debtors.

Generally, the Group does not require collateral with respect to trade and other receivables. Goods are generally sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. For certain sales letters of credit are obtained.

The Group's exposure to credit risk is primarily in its trade and other receivables and is influenced mainly by the individual characteristics of each customer. Historically there has been a low level of losses resulting from default by customers and related entities. The carrying amount represents the maximum credit exposure. Refer to note 11 for additional information.

The Group limits its exposure to credit risk by making deposits and entering into derivative instruments with counterparties that have a credit rating of at least investment grade. Given these high credit ratings, management does not expect any such counterparty to fail to meet its obligations.

G-48

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

20.4 Liquidity risk

Liquidity risk is the risk that the Group will not meet its contractual obligations as they fall due. The Group's approach to managing liquidity risk is to ensure that it will always have sufficient liquidity to meet its liabilities as and when they fall due.

The Group evaluates its liquidity requirements on an ongoing basis using both a 13-week rolling forecast and a 12-month rolling forecast and ensures that it has sufficient cash on hand to meet expected operating expenses, including the servicing of financial obligations. As of December 31, 2017, the Group had $617 million of cash and cash equivalents on hand.

The Group's cash flows from operations and existing cash, together with other available external financing sources, will be adequate to meet the Group's liquidity needs for the next year. It also has credit lines in place to cover potential shortfalls. As of December 31, 2017, the Group had undrawn lines of credit under the revolving facilities of the Credit Agreement totaling $240 million and undrawn availability under the 2017 Securitization Facility. In addition, the Group has local working capital facilities in various jurisdictions which are available if needed to support the cash management of local operations.

The following table sets out contractual cash flows for all financial liabilities including commodity and foreign currency derivatives:

(In $ million)	Carrying amount		Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2017
Non-derivative financial liabilities
Trade and other payables	(1,092	)	(960	)	(960	)	—		—		—
Borrowings, including interest	(11,389	)	(14,253	)	(1,069	)	(4,394	)	(2,172	)	(6,618	)
	(12,481	)	(15,213	)	(2,029	)	(4,394	)	(2,172	)	(6,618	)
Derivative financial assets (liabilities)
Commodity and foreign currency derivatives:
Inflows	5		7		7		—		—		—
Outflows	—		(2	)	(2	)	—		—		—
	5		5		5		—		—		—
Total	(12,476	)	(15,208	)	(2,024	)	(4,394	)	(2,172	)	(6,618	)

(In $ million)	Carrying amount		Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2016
Non-derivative financial liabilities
Trade and other payables	(1,134	)	(983	)	(983	)	—		—		—
Borrowings, including interest	(12,070	)	(15,729	)	(1,391	)	(1,335	)	(6,056	)	(6,947	)
	(13,204	)	(16,712	)	(2,374	)	(1,335	)	(6,056	)	(6,947	)
Derivative financial assets (liabilities)
Commodity and foreign currency derivatives:
Inflows	5		7		7		—		—		—
Outflows	—		(2	)	(2	)	—		—		—
	5		5		5		—		—		—
Total	(13,199	)	(16,707	)	(2,369	)	(1,335	)	(6,056	)	(6,947	)

G-49

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

20.5Classification and fair values

(In $ million)	Fair value through profit or loss		Cash, loans and receivables	Other liabilities		Total carrying amount		Fair value
As of December 31, 2017
Assets
Cash and cash equivalents	—		617	—		617		617
Current and non-current receivables	—		1,224	—		1,224		1,224
Derivative financial assets:
Commodity derivatives	7		—	—		7		7
Interest rate swap derivatives	26		—	—		26		26
Embedded derivatives	259		—	—		259		259
Total assets	292		1,841	—		2,133		2,133
Liabilities
Trade and other payables	—		—	(1,092	)	(1,092	)	(1,092	)
Non-current payables	—		—	(45	)	(45	)	(45	)
Derivative financial liabilities:
Commodity derivatives	(2	)	—	—		(2	)	(2	)
Borrowings	—		—	(11,389	)	(11,389	)	(11,696	)
Total liabilities	(2	)	—	(12,526	)	(12,528	)	(12,835	)

(In $ million)	Fair value through profit or loss		Cash, loans and receivables	Other liabilities		Total carrying amount		Fair value
As of December 31, 2016
Assets
Cash and cash equivalents	—		932	—		932		932
Current and non-current receivables	—		1,112	—		1,112		1,112
Derivative financial assets:
Commodity derivatives	6		—	—		6		6
Foreign currency derivatives	1		—	—		1		1
Interest rate swap derivatives	24		—	—		24		24
Embedded derivatives	233		—	—		233		233
Total assets	264		2,044	—		2,308		2,308
Liabilities
Trade and other payables	—		—	(1,134	)	(1,134	)	(1,134	)
Non-current payables	—		—	(40	)	(40	)	(40	)
Derivative financial liabilities:
Commodity derivatives	(2	)	—	—		(2	)	(2	)
Interest rate swap derivatives	(1	)	—	—		(1	)	(1	)
Borrowings	—		—	(12,070	)	(12,070	)	(12,454	)
Total liabilities	(3	)	—	(13,244	)	(13,247	)	(13,631	)

The methods used in determining fair values of financial instruments are disclosed in note 3.3 and note 3.4.

G-50

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

20.6Fair value measurements recognized in the statement of comprehensive income

The following table sets out an analysis of the Group's financial instruments that are measured subsequent to initial recognition at fair value and are grouped into levels based on the degree to which the fair value is observable:

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

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

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

(In $ million)	Level 1	Level 2	Level 3	Total
As of December 31, 2017
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net	—	5	—	5
Interest rate swap derivatives, net	—	26	—	26
Embedded derivatives	—	259	—	259
Total	—	290	—	290
As of December 31, 2016
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net	—	4	—	4
Foreign currency derivatives, net	—	1	—	1
Interest rate swap derivatives, net	—	23	—	23
Embedded derivatives	—	233	—	233
Total	—	261	—	261

There were no transfers between any levels during the years ended December 31, 2017 and 2016. There have been no changes in the classifications of financial instruments as a result of a change in the purpose or use of these instruments.

21.    Related parties

Parent and ultimate controlling party

The immediate parent of the Company is RGHL, the ultimate parent of the Company is Packaging Holdings Limited and the ultimate shareholder is Mr. Graeme Hart.

Transactions with key management personnel

Key management personnel compensation was comprised of:

	For the year ended December 31,
(In $ million)	2017	2016	2015
Short-term employee benefits	15	17	11
Long-term employee benefits	3	4	—
Total compensation expense to key management personnel	18	21	11

Certain key management personnel are compensated by related party entities outside of the Group and it is not possible to make a reasonable apportionment of their compensation in respect of the Group. Accordingly, the above amounts include no compensation in respect of these individuals.

There were no other transactions with key management personnel during the years ended December 31, 2017, 2016 and 2015.

G-51

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Related party transactions

The entities and types of transactions with which the Group entered into related party transactions during the years are detailed below. All related parties detailed below have a common ultimate shareholder, except for the joint ventures.

	Transaction value for the year ended December 31,						Balance outstanding as of December 31,
(In $ million)	2017		2016		2015		2017		2016
Balances and transactions with immediate and ultimate parent entities
Included in trade and other receivables, net							—		45
Loans advanced(a)	—		45		—
Interest income	—		—		—
Included in related party and other non-current receivables							65		—
Loans advanced(b)	18		—		—
Interest income(a)	2		—		4
Included in trade and other payables							(9	)	(13	)
Management fee(c)	(9	)	(13	)	—
Tax loss transfer	—		(16	)	—
Balances and transactions with joint ventures
Included in trade and other receivables, net							8		9
Sale of goods and services(d)(e)	22		24		52
Balances and transactions with Rank Group Limited
Included in trade and other payables							—		—
Recharges(f)	(1	)	—		(12	)
Balances and transactions with Rank Group North America, Inc.
Included in trade and other receivables, net							—		—
Recharges	1		4		5
Included in trade and other payables							—		—
Recharges(f)	(16	)	(15	)	(15	)
Balances and transaction with Beverage Packaging Holdings (Luxembourg) II S.A. ("BP II")
Included in trade and other payables							—		—
Recharges	—		(3	)	—
Included in borrowings							—		—
Interest expense(g)	—		(47	)	(71	)
Balances and transactions with other related parties
Included in trade and other receivables, net							—		1
Sale of goods	—		—		1
Recharges	5		3		1

(a) On November 17, 2016, the Group lent $30 million to RGHL, and on December 22, 2016, the Group lent $15 million to RGHL. These loans accrue interest at a rate of 3.25% plus one-month Dollar LIBOR. The loans are repayable on such date as agreed by the borrower and lender. During the year ended December 31, 2017, interest on these loans was charged at 4.02% to 4.63% (2016: 3.78% to 3.88%).

(b) In August 2017, the Group lent $18 million to RGHL. The loan accrues interest at a rate of 3.00% plus one-month Dollar LIBOR. The loan is repayable on April 30, 2020. During the year ended December 31, 2017, interest was charged at 3.98% to 4.38%

(c) In 2016, the Group entered into a service agreement with RGHL for management, consulting, monitoring and advisory services. The agreement has an automatic annual renewal, unless either party provides notice 30 days prior to expiry. Services are charged based on costs incurred plus a mark-up.

(d) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated on a cost-plus basis allowing a margin ranging from 3% to 6%. All amounts are unsecured, non-interest bearing and repayable on demand.

(e) Includes related party transactions entered into by SIG before its sale in March 2015.

(f) Represents certain costs paid by Rank Group Limited or Rank Group North America, Inc. on behalf of the Group that were subsequently recharged to the Group. These charges are for various costs incurred including services provided, financing and other activities. All amounts are unsecured, non-interest bearing and settled on normal trade terms.

(g) Refer to note 16 for further details on the Group's borrowings with BP II.

G-52

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

22.    Group entities

			Ownership interest (%)		Voting interest (%)
	Reporting date	Country of incorporation	2017	2016	2017
Alusud Argentina S.R.L.	Dec-31	Argentina	100	100	100
Graham Packaging Argentina S.R.L.	Dec-31	Argentina	100	100	100
Lido Plast San Luis S.A. (a)	Dec-31	Argentina	—	100	—
Gulf Closures W.L.L.(b)	Dec-31	Bahrain	49	49	49
Graham Packaging Belgium BVBA	Dec-31	Belgium	100	100	100
Graham Packaging Lummen BVBA	Dec-31	Belgium	100	100	100
Closure Systems International (Brazil) Sistemas de Vedacao Ltda.	Dec-31	Brazil	100	100	100
Graham Packaging do Brasil Indústria e Comércio Ltda.	Dec-31	Brazil	100	100	100
Graham Packaging Paraná Ltda.	Dec-31	Brazil	100	100	100
Resin Rio Comercio Ltda.	Dec-31	Brazil	100	100	100
CSI Latin American Holdings Corporation	Dec-31	British Virgin Islands	100	100	100
Evergreen Packaging Canada Limited	Dec-31	Canada	100	100	100
Graham Packaging Canada Company	Dec-31	Canada	100	100	100
Pactiv Canada Inc.	Dec-31	Canada	100	100	100
Reynolds Consumer Products Canada Inc.	Dec-31	Canada	100	100	100
Alusud Embalajes Chile Ltda.	Dec-31	Chile	100	100	100
Closure Systems International (Guangzhou) Limited	Dec-31	China	100	100	100
Closure Systems International (Wuhan) Limited (a)	Dec-31	China	—	100	—
CSI Closure Systems (Hangzhou) Co., Ltd.	Dec-31	China	100	100	100
CSI Closure Systems (Tianjin) Co., Ltd.	Dec-31	China	100	100	100
Evergreen Packaging (Shanghai) Co., Ltd.	Dec-31	China	100	100	100
Graham Packaging (Guangzhou) Co., Ltd.	Dec-31	China	100	100	100
Graham Packaging (Taizhou) Co., Ltd. (c)	Dec-31	China	100	—	100
Graham Packaging Trading (Shanghai) Co., Ltd. (a)	Dec-31	China	—	100	—
Reynolds Metals (Shanghai) Ltd.	Dec-31	China	100	100	100
Techne Machineries Foshan Ltd (in liquidation) (d)	Dec-31	China	100	100	100
Zhejiang Zhongbao Pactiv Packaging Co., Ltd.	Dec-31	China	62.5	62.5	62.5
Alusud Embalajes Colombia Ltda.	Dec-31	Colombia	100	100	100
Closure Systems International (Colombia Trade) S.A.S.	Dec-31	Colombia	100	100	100
CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada	Dec-31	Costa Rica	100	100	100
Closure Systems International (Egypt) LLC	Dec-31	Egypt	100	100	100
Evergreen Packaging de El Salvador, S.A. de C.V.	Dec-31	El Salvador	100	100	100
Graham Packaging Company Oy	Dec-31	Finland	100	100	100
Graham Packaging Europe S.N.C.	Dec-31	France	100	100	100
Graham Packaging France S.A.S.	Dec-31	France	100	100	100
Graham Packaging Normandy S.A.R.L.	Dec-31	France	100	100	100
Graham Packaging Villecomtal S.A.R.L.	Dec-31	France	100	100	100
Closure Systems International Machinery (Germany) GmbH	Dec-31	Germany	100	100	100
Omni-Pac Ekco GmbH Verpackungsmittel (e)	Dec-31	Germany	—	100	—
Omni-Pac GmbH Verpackungsmittel (e)	Dec-31	Germany	—	100	—
Pactiv Deutschland Holdinggesellschaft mbH	Dec-31	Germany	100	100	100
Pactiv-Omni Germany Holdings GmbH	Dec-31	Germany	100	100	100
Closure Systems International (Hong Kong) Limited	Dec-31	Hong Kong	100	100	100
Graham Packaging Asia Limited	Dec-31	Hong Kong	100	100	100
Roots Investment Holding Private Limited	Dec-31	Hong Kong	100	100	100

G-53

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Technegen International Limited	Dec-31	Hong Kong	100	100	100
CSI Hungary Manufacturing and Trading Limited Liability Company	Dec-31	Hungary	100	100	100
Closure Systems International (I) Private Limited	Mar-31	India	100	100	100
PT. Graham Packaging Indonesia	Dec-31	Indonesia	100	100	100
Graham Packaging Company Italia S.r.l. (e)	Dec-31	Italy	—	100	—
Closure Systems International Japan, Limited	Dec-31	Japan	100	100	100
Graham Packaging Japan Godo Kaisha (a)	Dec-31	Japan	—	100	—
Closure Systems International (Korea), Ltd.	Dec-31	Korea	100	100	100
Evergreen Packaging Korea Limited	Dec-31	Korea	100	100	100
Beverage Packaging Factoring (Luxembourg) S.à r.l. (f)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) IV S.à r.l. (f)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) VI S.à r.l. (a)	Dec-31	Luxembourg	—	100	—
Evergreen Packaging (Luxembourg) S.à r.l. (a)	Dec-31	Luxembourg	—	100	—
Graham Packaging European Holdings (Luxembourg) S.à r.l.	Dec-31	Luxembourg	100	100	100
Graham Packaging European Holdings (Luxembourg) I S.à r.l.	Dec-31	Luxembourg	100	100	100
Graham Packaging European Holdings (Luxembourg) II S.à r.l.	Dec-31	Luxembourg	100	100	100
CSI en Ensenada, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
CSI en Saltillo, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
CSI Tecniservicio, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Graham Packaging Plastic Products de Mexico, S. de. R.L. de C.V.	Dec-31	Mexico	100	100	100
Grupo Corporativo Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Grupo CSI de México, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Innovación y Asesoría en Plástico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Pactiv Foodservice Mexico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Pactiv Mexico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Servicio Terrestre Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Servicios Graham Packaging, S. de. R.L. de C.V.	Dec-31	Mexico	100	100	100
Servicios Industriales Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Servicios Integrales de Operacion, S.A. de C.V.	Dec-31	Mexico	100	100	100
Closure Systems International Nepal Private Limited	Jul-16	Nepal	100	100	100
Graham Packaging Company B.V. (e)	Dec-31	Netherlands	—	100	—
Graham Packaging Holdings B.V.	Dec-31	Netherlands	100	100	100
Graham Packaging Zoetermeer B.V.	Dec-31	Netherlands	100	100	100
Beverage Packaging (New Zealand) Limited	Dec-31	New Zealand	100	100	100
Beverage Packaging Factoring Trust (c) (g)	Dec-31	New Zealand	—	—	—
Beverage Packaging Holdings III Limited (h) (i)	Dec-31	New Zealand	100	100	100
Beverage Packaging Holdings V Limited (h) (j)	Dec-31	New Zealand	100	100	100
Closure Systems International Limited (k) (l)	Dec-31	New Zealand	100	100	100
Evergreen Packaging International Limited (k) (m)	Dec-31	New Zealand	100	100	100
Reynolds Group Issuer (New Zealand) Limited (h) (n)	Dec-31	New Zealand	100	100	100
Reynolds Packaging International Limited (k) (o)	Dec-31	New Zealand	100	100	100
Alusud Peru S.A.	Dec-31	Peru	100	100	100
Closure Systems International (Philippines), Inc.	Dec-31	Philippines	100	100	100
Graham Packaging Poland Sp. z o.o.	Dec-31	Poland	100	100	100
CSI Vostok Limited Liability Company (in liquidation) (d)	Dec-31	Russia	100	100	100
Pactiv Asia Pte Ltd	Dec-31	Singapore	100	100	100
Closure Systems International España, S.L.U.	Dec-31	Spain	100	100	100
Closure Systems International Holdings (Spain), S.A.U.	Dec-31	Spain	100	100	100
Graham Packaging Iberica S.L.	Dec-31	Spain	100	100	100
Reynolds Food Packaging Spain, S.L.U.	Dec-31	Spain	100	100	100
Evergreen Packaging (Taiwan) Co., Ltd.	Dec-31	Taiwan	100	100	100

G-54

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Closure Systems International Plastik Ithalat Ihracat Sanayi Ve Ticaret Limited Sirketi	Dec-31	Turkey	100	100	100
Graham Plastpak Plastik Ambalaj Sanayi Limited Sirketi (e)	Dec-31	Turkey	—	100	—
Graham Packaging European Services Limited	Dec-31	United Kingdom	100	100	100
Graham Packaging Plastics Limited	Dec-31	United Kingdom	100	100	100
Ivex Holdings, Ltd.	Dec-31	United Kingdom	100	100	100
Ivex Plastics Limited (p)	Dec-31	United Kingdom	100	100	100
Kama Europe Limited	Dec-31	United Kingdom	100	100	100
Pactiv (Films) Limited (q)	Dec-31	United Kingdom	100	—	100
Baker's Choice Products, Inc.	Dec-31	U.S.A.	100	100	100
BCP/Graham Holdings L.L.C.	Dec-31	U.S.A.	100	100	100
Blue Ridge Holding Corp.	Dec-31	U.S.A.	100	100	100
Blue Ridge Paper Products Inc.	Dec-31	U.S.A.	100	100	100
BRPP, LLC	Dec-31	U.S.A.	100	100	100
Closure Systems International Americas, Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems International Holdings LLC	Dec-31	U.S.A.	100	100	100
Closure Systems International Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems International Packaging Machinery Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems Mexico Holdings LLC	Dec-31	U.S.A.	100	100	100
Coast-Packaging Company (California General Partnership)(b)	Dec-31	U.S.A.	50	50	50
CSI Mexico LLC	Dec-31	U.S.A.	100	100	100
CSI Sales & Technical Services Inc.	Dec-31	U.S.A.	100	100	100
Evergreen Packaging Inc.	Dec-31	U.S.A.	100	100	100
GEC Packaging Technologies LLC	Dec 31	U.S.A.	100	100	100
GPC Holdings LLC (f)	Dec-31	U.S.A.	—	100	—
GPC Opco GP LLC	Dec-31	U.S.A.	100	100	100
GPC Sub GP LLC	Dec-31	U.S.A.	100	100	100
GPC US LLC (c)	Dec-31	U.S.A.	100	—	100
Graham Packaging Acquisition Corp. (f)	Dec-31	U.S.A.	—	100	—
Graham Packaging Company Europe LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging Company Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Company, L.P.	Dec-31	U.S.A.	100	100	100
Graham Packaging Holdings Company	Dec-31	U.S.A.	100	100	100
Graham Packaging International Plastics Products Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Latin America, LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging Leasing USA LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging PET Technologies Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Plastic Products LLC (r)	Dec-31	U.S.A.	100	100	100
Graham Packaging PX Company	Dec-31	U.S.A.	100	100	100
Graham Packaging PX Holding Corporation	Dec-31	U.S.A.	100	100	100
Graham Packaging PX, LLC	Dec-31	U.S.A.	100	100	100
Pactiv International Holdings Inc.	Dec-31	U.S.A.	100	100	100
Pactiv LLC	Dec-31	U.S.A.	100	100	100
Pactiv Management Company LLC	Dec-31	U.S.A.	100	100	100
Pactiv Packaging Inc.	Dec-31	U.S.A.	100	100	100
PCA West Inc.	Dec-31	U.S.A.	100	100	100
RenPac Holdings Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Consumer Products Holdings LLC	Dec-31	U.S.A.	100	100	100
Reynolds Consumer Products LLC	Dec-31	U.S.A.	100	100	100
Reynolds Group Holdings Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Group Issuer Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Group Issuer LLC	Dec-31	U.S.A.	100	100	100
Reynolds Manufacturing, Inc.	Dec-31	U.S.A.	100	100	100

G-55

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

Reynolds Presto Products Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Services Inc.	Dec-31	U.S.A.	100	100	100
Southern Plastics Inc.	Dec-31	U.S.A.	100	100	100
Trans Western Polymers, Inc.	Dec-31	U.S.A.	100	100	100
Alusud Venezuela S.A. (a)	Dec-31	Venezuela	—	100	—

(a) Voluntarily liquidated/deregistered/dissolved during the year.

(b) The Group has the control and it has the power to govern the financial and operating policies of the entity.

(c) Incorporated during the year.

(d) In voluntary liquidation.

(e) Sold during the year.

(f) Merged during the year with another entity in the Group.

(g) Included as a group entity on the basis that the Company is the manager and beneficiary of this entity.

(h) Jurisdiction changed during the year from Luxembourg.

(i) Name changed during the year from Beverage Packaging Holdings (Luxembourg) III S.à r.l.

(j) Name changed during the year from Beverage Packaging Holdings (Luxembourg) V S.A.

(k) Jurisdiction changed during the year from Netherlands.

(l) Name changed during the year from Closure Systems International B.V.

(m) Name changed during the year from Evergreen Packaging International B.V.

(n) Name changed during the year from Reynolds Group Issuer (Luxembourg) S.A.

(o) Name changed during the year from Reynolds Packaging International B.V.

(p) Name changed during the year from Closure Systems International (UK) Limited.

(q) Company restored to the UK Register of Companies during the year.

(r) Name changed during the year from Graham Packaging Plastic Products Inc.

23.    Operating leases

Non-cancellable operating lease rentals are payable as follows:

	As of December 31,
(In $ million)	2017	2016
Less than one year	110	103
Between 1 and 5 years	244	239
More than 5 years	63	76
Total	417	418

During the year ended December 31, 2017, $133 million of operating lease expense was recognized in continuing operations in the statement of comprehensive income as a component of profit or loss (2016: $114 million; 2015: $124 million).

24.    Capital commitments

As of December 31, 2017, the Group had entered into contracts to incur capital expenditures of $155 million (2016: $95 million) for the acquisition of property, plant and equipment. These commitments are expected to be settled in the following financial year.

25.    Contingencies

Security and guarantee arrangements

Certain members of the Group have entered into guarantee and security arrangements in respect of the Group's indebtedness (refer to note 16 for additional information).

Other matters

The Group is party to litigation, legal proceedings and tax examinations arising from its operations. The Group establishes provisions for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on management's assessment of the facts and circumstances now known, management does not believe any of these matters, individually or in the aggregate, will have a material adverse effect on the Group's financial position, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on the Group's financial position, results of operations or cash flows in a particular future period. As of December 31, 2017, except for amounts provided, there were no legal proceedings pending other than those for which the Group has determined that the possibility of a material outflow is remote.

As part of the agreements for the sale of various businesses, the Group has provided certain warranties and indemnities to the respective purchasers as set out in the respective sale agreements. These warranties and indemnities are subject to various terms and conditions affecting the duration and total amount of the indemnities. As of December 31, 2017, the Group is not aware of any material claims under these agreements

G-56

Beverage Packaging Holdings I Limited

Notes to the consolidated financial statements

For the year ended December 31, 2017

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

26.    Subsequent events

On January 16, 2018, RGHL and the Group issued a notice of redemption for $300 million aggregate principal amount of the outstanding 6.875% Senior Secured Notes due 2021 to be repaid on February 15, 2018 at a redemption price of 101.146% plus accrued and unpaid interest.

Other than as disclosed herein, there have been no events subsequent to December 31, 2017 which would require accrual or disclosure in these consolidated financial statements.

G-57

EX-1.1

Certificate of Incorporation

REYNOLDS GROUP HOLDINGS LIMITED 1812226

NZBN: 9429034133231

This is to certify that RANK GROUP HOLDINGS LIMITED was incorporated under the Companies Act 1993 on the 30th day of May 2006

and changed its name to REYNOLDS GROUP HOLDINGS LIMITED on the 22nd day of September 2009.

Registrar of Companies 16th day of January 2018

For further details relating to this company check http://app.companiesoffice.govt.nz/co/1812226 Certificate generated 16 January 2018 02:27 PM NZDT

EX-1.3

Certificate of Incorporation

BEVERAGE PACKAGING HOLDINGS I LIMITED 6527532

NZBN: 9429046436917

This is to certify that BEVERAGE PACKAGING HOLDINGS I LIMITED was incorporated under the Companies Act 1993 on the 31st day of October 2017.

Registrar of Companies 31st day of October 2017

For further details relating to this company check http://app.companiesoffice.govt.nz/co/6527532 Certificate generated 31 October 2017 02:59 PM NZDT

EX-1.4

Constitution

of

Beverage Packaging Holdings I Limited

This document is the Constitution of Beverage Packaging Holdings I Limited as certified as such on of October 2017 by Gregory Cole as a director of the company.

Certified as the Constitution of the Company

_/s/_Gregory Cole_______________________________Gregory Cole

Contents

1.Interpretation    1

2.Companies Act 1993    2

3.Rights attaching to Shares    2

4.Issue, consolidation, subdivision, repurchase and transfer of Shares    3

5.Exercise of powers of Shareholders    4

6.Meetings of Shareholders    4

7.Appointment and removal of Directors    5

8.Powers of Directors    6

9.Proceedings of the Board    7

10.Directors’ Interests    8

11.Directors' remuneration and other benefits    10

12.Indemnity and insurance for Directors and employees    10

13.Dividends    10

14.Notices    10

15.Liquidation    11

16.Method of contracting    11

i

Constitution of Beverage Packaging Holdings I Limited

1. Interpretation

1.1 Definitions

In this Constitution, unless the context otherwise requires:

Act means the Companies Act 1993;

Alternate Director means a person appointed as an alternate of a Director pursuant to clause 7.4;

Board means Directors who number not less than the required quorum acting together as the board of directors of the Company;

Class means a class of Shares having attached to them identical rights, privileges, limitations and conditions;

Company means Beverage Packaging Holdings I Limited;

Constitution means this constitution, as altered from time to time;

Director means a person appointed as a director of the Company;

Interested has the meaning set out in section 139 of the Act (and Interest shall be interpreted accordingly);

Ordinary Resolution means a resolution passed by a simple majority of the votes of Shareholders entitled to vote and voting on the resolution;

Major Shareholder means a person whose name is entered in the share register as the holder for the time being of all of the Shares;

Share means a share issued, or to be issued, by the Company;

Shareholder means a person whose name is entered in the share register as the holder for the time being of one or more Shares; and

Special Resolution means a resolution passed by a majority of 75% or more of the votes of those Shareholders entitled to vote and voting on the resolution.

1.2 Construction

In this Constitution, unless the context otherwise requires:

(a) the headings appear as a matter of convenience and shall not affect the construction of this Constitution;

1

(b) in the absence of an express indication to the contrary, references to clauses or paragraphs are to clauses and paragraphs of this Constitution;

(c) a reference to any statute, statutory regulations or other statutory instrument includes the statute, statutory regulations or instrument as from time to time amended or re-enacted or substituted;

(d) the singular includes the plural and vice versa and one gender includes the other genders;

(e) the words written and writing include facsimile communications and any other means of communication resulting in permanent visible reproduction;

(f) the word person includes any association of persons whether corporate or unincorporate, and any state or government or department or agency thereof, whether or not having separate legal personality;

(g) words or expressions defined in the Act have the same meaning in this Constitution.

2. Companies Act 1993

The Company, the Board, each Director and each Shareholder have the rights, powers, duties and obligations set out in the Act except to the extent that they are negated or modified by the Constitution.

3. Rights attaching to Shares

Subject to the rights of Shares which confer special rights, each Share confers on the holder the right to:

(a) one vote on a poll at a meeting of the Shareholders on any resolution, including any resolution to:

(i) appoint or remove a Director or auditor; or

(ii) adopt a constitution; or

(iii) alter the Company's constitution; or

(iv) approve a major transaction; or

(v) approve an amalgamation of the Company under section 221 of the Act; or

(vi) put the Company into liquidation;

(b) an equal share in dividends authorised by the Board; and

(c) an equal share in the distribution of the surplus assets of the Company.

Each Shareholder has the right to receive notice of and attend every meeting of Shareholders.

2

4. Issue, consolidation, subdivision, repurchase and transfer of Shares

4.1 Issue of new Shares

Further Shares in the Company, including different Classes of Shares and Shares which:

(a) rank equally with, or in priority to, existing Shares; or

(b) have deferred, preferred or other special rights or restrictions, whether as to voting rights or distributions or otherwise; or

(c) confer preferential rights to distributions of capital or income; or

(d) confer special, limited or conditional voting rights; or

(e) do not confer voting rights; or

(f) are redeemable in accordance with section 68 of the Act,

may be issued by the Board.

4.2 Consolidation and subdivision of Shares

The Board may:

(a) consolidate and divide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class; or

(b) subdivide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class.

4.3 Bonus issues

The Board may resolve to apply any amount which is available for distribution to Shareholders either:

(a) in paying up in full Shares or other securities of the Company to be issued credited as fully paid to:

(i) the Shareholders who would be entitled to that amount if it were distributed by way of dividend, and in the same proportions; and

(ii) if applicable, the holders of any other securities of the Company who are entitled by the terms of issue of those securities to participate in bonus issues by the Company, whether at the time the bonus issue is made to the Shareholders, or at some time later, in accordance with their respective entitlements; or

(b) in paying up any amount which is unpaid on any Shares held by the Shareholders referred to in paragraph (a)(i),

or partly in one way and partly in the other.

4.4 Shares in lieu of dividends

3

The Board may exercise the right conferred by section 54 of the Act to issue Shares to any Shareholders who have agreed to accept the issue of Shares, wholly or partly, in lieu of proposed dividends or proposed future dividends.

4.5 Share repurchases

The Company may purchase or otherwise acquire Shares issued by it from one or more Shareholders and hold its own Shares.

4.6 Transfer of Shares pursuant to a security interest

Notwithstanding anything in this Constitution or the Act, the Board:

(a) must register any transfer of Shares presented to it; and

(b) shall not refuse to register any transfer of Shares presented to it;

if, in either case, the transfer is pursuant to a security interest granted by the Shareholder of the Shares.

5. Exercise of powers of Shareholders

5.1 Methods of holding meetings

A meeting of Shareholders may be held either:

(a) by a number of Shareholders, who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or

(b) if determined by the Board, by means of audio, or audio and visual, communication by which all Shareholders participating and constituting a quorum can simultaneously hear each other throughout the meeting.

5.2 Exercise of power by meeting or written resolution

A power reserved to the Shareholders by the Act or by this Constitution may be exercised either:

(a) at a meeting of Shareholders; or

(b) by a resolution in writing signed in accordance with section 122 of the Act.

5.3 Powers of Shareholders

Unless otherwise specified in the Act or this Constitution, any power reserved to Shareholders may be exercised and any approval of Shareholders may be given by Ordinary Resolution.

6. Meetings of Shareholders

6.1 Annual meetings

Subject to clause 6.3, the Company must hold an annual meeting not later than:

(a) six months after the balance date of the Company; and

4

(b) fifteen months after the previous annual meeting.

6.2 Time and place of annual meeting

Each annual meeting must be held at such time and place as the Board appoints and need not be held in New Zealand.

6.3 Resolution in lieu of annual meeting

It is not necessary for the Company to hold an annual meeting if either:

(a) there is nothing required to be done at that meeting, and the Board has resolved that it is in the interests of the Company to rely on section 120(5) of the Act to not hold an annual meeting for that year; or

(b) everything required to be done at the meeting (by resolution or otherwise) is done by resolution in writing signed in accordance with section 122 of the Act.

6.4 Special meetings

All meetings other than annual meetings are to be called special meetings. A special meeting may be held at any place specified in the notice of meeting and need not be held in New Zealand. Resolutions may be passed by shareholders by resolution in writing signed in accordance with section 122 of the Act.

6.5 Calling of special meetings

A special meeting:

(a) may be called by the Board at any time; and

(b) must be called by the Board on the written request of Shareholders holding Shares carrying together not less than 5% of the voting rights entitled to be exercised on any of the questions to be considered at the meeting.

6.6 Meeting Procedures

The provisions of the First Schedule to the Act govern proceedings of meetings of shareholders.

7. Appointment and removal of Directors

7.1 Number

The number of Directors must not at any time be less than one.

7.2 Appointment and removal of Directors

The Major Shareholder may, from time to time by notice in writing delivered to the Company, appoint, remove and replace any Director. Two or more persons may be appointed as directors by a single notice.

7.3 Vacation of office

A Director will cease to hold office as a Director if the Director:

5

(a) becomes bankrupt or makes an arrangement or compromise with the Director's creditors generally; or

(b) dies or becomes disqualified from being a Director pursuant to section 151 of the Act; or

(c) resigns from office by notice in writing to the Company; or

(d) is removed from office pursuant to this Constitution or the Act.

7.4 Appointment and removal of Alternate Directors

The Major Shareholder may, by notice in writing to the Company, appoint any person to be an Alternate Director of a Director and may by notice in writing to the Company remove or replace any Alternate Director.

7.5 Rights of Alternate Director

Each Alternate Director will be entitled to:

(a) receive notices of all meetings of the Board if the Director for whom he or she is an Alternate Director is known to be unavailable to attend meetings;

(b) attend and vote at any such meeting at which the Director for whom he or she is an Alternate Director is not personally present; and

(c) in the absence of the Director for whom he or she is an Alternate Director, perform all the functions, and exercise all the powers, of that Director.

8. Powers of Directors

8.1 Management of Company

Except as provided in this Constitution, the business and affairs of the Company must be managed by, or under the direction or supervision of, the Board.

8.2 Exercise of powers by Board

Subject to the provisions of this Constitution, the Board may exercise all the powers of the Company which are not required, either by the Act or this Constitution, to be exercised by the Shareholders.

8.3 Delegation of powers

The Board may delegate to a committee of Directors, a Director, an employee of the Company or to any other person, any one or more of its powers, other than a power set out in the Second Schedule to the Act.

8.4 Appointment of attorney

The Company may exercise the power conferred by section 181 of the Act to appoint a person as its attorney, either generally or in relation to a specified matter. Any such power of attorney may contain such provisions for the protection of persons dealing with the attorney as the Board thinks fit, and may also authorise any attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.

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8.5 Ratification by Shareholders

Subject to the provisions of section 177 of the Act (relating to ratification of directors' actions), the Shareholders, or any other person in whom a power is vested by this Constitution or the Act, may ratify the purported exercise of that power by a Director or the Board in the same manner as the power may be exercised. The purported exercise of a power that is ratified under this clause is deemed to be, and always to have been, a proper and valid exercise of that power.

9. Proceedings of the Board

9.1 Methods of holding meetings

A meeting of the Board may be held either:

(a) by a number of the Directors who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or

(b) by means of audio, or audio and visual, communication by which all the Directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.

9.2 Notice of meeting

A Director or, if requested by a Director to do so, an employee of the Company approved by the Board for this purpose, may convene a meeting of the Board. Notice of a meeting of Directors must be given to:

(a) every Director; and

(b) any Alternate Director who is an Alternate Director of a Director who is known to be unavailable to attend the meeting.

A meeting of the Board may be held at any place specified in the notice of meeting and need not be held in New Zealand.

9.3 Waiver of irregularity

An irregularity in a notice of meeting is waived if all the Directors entitled to receive notice of the meeting attend or participate in the meeting without protest as to the irregularity or if all Directors entitled to receive notice of the meeting agree to the waiver.

9.4 Quorum

A quorum for a meeting of the Board may be fixed by all of the Directors, and unless so fixed, is a majority of the Directors.

9.5 Chairperson

The Directors may elect one of their number as chairperson of the Board and determine the period for which the chairperson is to hold office. If no chairperson is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for the commencement of the meeting, the Directors present may choose one of their number to be chairperson of the meeting.

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9.6 Votes

Every Director has one vote. In the case of an equality of votes, the chairperson does not have a casting vote. A resolution of the Board is passed if it is agreed to by a majority Directors present without dissent or a majority of the votes cast on it are in favour of it. A Director present at a meeting of the Board is presumed to have agreed to, and to have voted in favour of, a resolution of the Board unless that Director expressly dissents from or expressly abstains from voting on, or votes against, the resolution.

9.7 Resolutions in writing

A resolution in writing, signed or assented to by a majority of the Directors, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form, each signed or assented to by one or more Directors. A copy of any such resolution must be entered in or kept with the records of Board proceedings. The Company must within 14 days after any resolution is passed in accordance with this clause, send a copy of the resolution to each Director who has not signed or assented to the resolution but failure to do so will not invalidate the resolution.

9.8 Minutes

The Board must ensure that minutes are kept of all proceedings at meetings of the Board.

9.9 Validity of acts

All acts done by any meeting of the Board or of a committee of Directors or by any person acting as a Director are valid notwithstanding:

(a) any defect in the appointment of any Director or person acting as a Director; or

(b) that they or any of them were disqualified; or

(c) any irregularity in a notice of meeting.

9.10 Other procedures

Except as set out in this clause 9, the Board may regulate its own procedure. The provisions of the Third Schedule of the Act do not apply to proceedings of the Board except to the extent that those provisions are included in this Constitution.

10. Directors’ Interests

10.1 Disclosure of Interests

A Director must comply with the provisions of section 140 of the Act (relating to disclosure of Interest of directors) but failure to comply with that section does not affect the operation of clause 10.2.

10.2 Personal involvement of Directors

Notwithstanding any rule of law or equity to the contrary, but subject to sections 107(3) and 141 of the Act (relating to avoidance of transactions in which a director is Interested) and section 199(2) of the Act (prohibiting a director from acting as auditor of a company), a Director may:

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(a) contract with the Company in any capacity;

(b) be a party to any transaction with the Company;

(c) have any direct or indirect personal involvement or Interest in any transaction or arrangement to which the Company is a party or in which it is otherwise directly or indirectly interested or involved;

(d) become a Director or other officer of, or otherwise Interested in, any company promoted by the Company or in which the Company may be directly or indirectly interested as a Shareholder or otherwise;

(e) retain any remuneration, profit or benefits in relation to any of the foregoing; and

(f) be involved in a transaction (or another entity in which the Director has an interest or involvement may be involved in a transaction) which the Company may have otherwise been interested in and a Director shall have no obligation to refer any corporate opportunity to the Company or to enable the Company to pursue any corporate opportunity which the Director or any person in any way associated with the Director intends to pursue,

and no contract or arrangement of any kind referred to in this clause may be avoided by reason of a Director’s Interest.

10.3 Interested Directors may vote

A Director who is Interested in a transaction entered into, or to be entered into, by the Company may:

(a) vote on any matter relating to the transaction;

(b) attend a meeting of the Board at which any matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum;

(c) sign a document relating to the transaction on behalf of the Company; and

(d) do any other thing in his or her capacity as a Director in relation to the transaction,

as if the Director were not Interested in the transaction.

10.4 Interests of holding company

Any Director may, when exercising powers or performing duties as a Director, act in a manner which he or she believes is in the best interests of any company which is the Company's direct or indirect holding company, even though it may not be in the best interests of the Company.

11. Directors' remuneration and other benefits

11.1 Remuneration and benefits

The Board may exercise the power conferred by section 161 of the Act to authorise any payment or other benefit of the kind referred to in that section.

11.2 Expenses

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Each Director is entitled to be paid for all reasonable travelling, accommodation and other expenses incurred by the Director in connection with the Director's attendance at meetings or otherwise in connection with the Company's business.

12. Indemnity and insurance for Directors and employees

12.1 Indemnity for Directors

Every Director will be indemnified by the Company for any costs referred to in section 162(3) of the Act and any liability or costs referred to in section 162(4) of the Act.

12.2 Indemnities and insurance

In addition to the indemnity set out in clause 12.1, the Company may:

(a) indemnify a director or employee of the Company or a related company for any costs referred to in section 162(3) of the Act;

(b) indemnify a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(4) of the Act; and

(c) effect insurance for a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(5) of the Act.

12.3 Interpretation

Words given extended meanings by section 162(9) of the Act have those extended meanings in this clause 12.

13. Dividends

The Board may, subject to the Act and this Constitution, authorise the payment of dividends by the Company at times, and of amounts, and in such form as it thinks fit and may do everything which is necessary or expedient to give effect to the payment of such dividends. Prior to authorising the payment of a dividend, the Board must be satisfied on reasonable grounds that the Company will immediately after payment of the dividend satisfy the solvency test.

14. Notices

All notices, reports, accounts or documents required to be sent to a Shareholder must be sent in the manner set out in section 391 of the Act. Notices to any other person must be sent in the same manner as if that person was a Shareholder.

15. Liquidation

15.1 Distribution of surplus

Subject to the rights of any Shareholders and to clauses 15.2 and 15.3, upon the liquidation of the Company the surplus assets of the Company (if any) must be distributed among the Shareholders in proportion to their Shareholding. If any Shareholder's Shares are not fully paid up the liquidator of the Company may require those Shares to be fully paid up before the

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Shareholder receives any distribution of the surplus assets of the Company in respect of those Shares.

15.2 Distribution in kind

With the approval of the Shareholders by Ordinary Resolution, the liquidator of the Company may divide amongst the Shareholders in kind the whole or any part of the assets of the Company (whether or not they are of the same kind) and for that purpose the liquidator may:

(a) attribute values to assets as the liquidator considers appropriate; and

(b) determine how the division will be carried out as between the Shareholders or different classes of Shareholders.

15.3 Trusts

With the approval of the Shareholders by Ordinary Resolution, the liquidator may vest the whole or any part of any surplus assets of the Company in trustees upon trust for the benefit of Shareholders. The liquidator may determine the terms of the trust.

16. Method of contracting

16.1 Deeds

A deed which is to be entered into by the Company may be signed on behalf of the Company, by:

(a) two or more Directors; or

(b) if there is only one Director, by that Director whose signature must be witnessed; or

(c) one or more attorneys appointed by the Company; or

(d) any Director, or any person authorised by the Board, whose signature must be witnessed.

16.2 Other written contracts

An obligation or contract which is required by law to be in writing, and any other written obligation or contract which is to be entered into by the Company, may be signed on behalf of the Company by a person acting under the express or implied authority of the Company.

16.3 Other obligations

Any other obligation or contract may be entered into on behalf of the Company in writing or orally by a person acting under the express or implied authority of the Company.

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EX-1.5

Certificate of Incorporation

BEVERAGE PACKAGING HOLDINGS III LIMITED 6527572

NZBN: 9429046436863

This is to certify that BEVERAGE PACKAGING HOLDINGS III LIMITED was incorporated under the Companies Act 1993 on the 31st day of October 2017.

Registrar of Companies 31st day of October 2017

For further details relating to this company check http://app.companiesoffice.govt.nz/co/6527572 Certificate generated 31 October 2017 03:27 PM NZDT

EX-1.6

Constitution

of

Beverage Packaging Holdings III Limited

This document is the Constitution of Beverage Packaging Holdings III Limited as certified as such on of October 2017 by Gregory Cole as a director of the company.

Certified as the Constitution of the Company

/s/ Gregory Cole__________________________Gregory Cole

Contents

1.Interpretation    1

2.Companies Act 1993    2

3.Rights attaching to Shares    2

4.Issue, consolidation, subdivision, repurchase and transfer of Shares    3

5.Exercise of powers of Shareholders    4

6.Meetings of Shareholders    4

7.Appointment and removal of Directors    5

8.Powers of Directors    6

9.Proceedings of the Board    7

10.Directors’ Interests    8

11.Directors' remuneration and other benefits    10

12.Indemnity and insurance for Directors and employees    10

13.Dividends    10

14.Notices    10

15.Liquidation    11

16.Method of contracting    11

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Constitution of Beverage Packaging Holdings III Limited

1. Interpretation

1.1 Definitions

In this Constitution, unless the context otherwise requires:

Act means the Companies Act 1993;

Alternate Director means a person appointed as an alternate of a Director pursuant to clause 7.4;

Board means Directors who number not less than the required quorum acting together as the board of directors of the Company;

Class means a class of Shares having attached to them identical rights, privileges, limitations and conditions;

Company means Beverage Packaging Holdings III Limited;

Constitution means this constitution, as altered from time to time;

Director means a person appointed as a director of the Company;

Interested has the meaning set out in section 139 of the Act (and Interest shall be interpreted accordingly);

Ordinary Resolution means a resolution passed by a simple majority of the votes of Shareholders entitled to vote and voting on the resolution;

Major Shareholder means a person whose name is entered in the share register as the holder for the time being of all of the Shares;

Share means a share issued, or to be issued, by the Company;

Shareholder means a person whose name is entered in the share register as the holder for the time being of one or more Shares; and

Special Resolution means a resolution passed by a majority of 75% or more of the votes of those Shareholders entitled to vote and voting on the resolution.

1.2 Construction

In this Constitution, unless the context otherwise requires:

(a) the headings appear as a matter of convenience and shall not affect the construction of this Constitution;

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(b) in the absence of an express indication to the contrary, references to clauses or paragraphs are to clauses and paragraphs of this Constitution;

(c) a reference to any statute, statutory regulations or other statutory instrument includes the statute, statutory regulations or instrument as from time to time amended or re-enacted or substituted;

(d) the singular includes the plural and vice versa and one gender includes the other genders;

(e) the words written and writing include facsimile communications and any other means of communication resulting in permanent visible reproduction;

(f) the word person includes any association of persons whether corporate or unincorporate, and any state or government or department or agency thereof, whether or not having separate legal personality;

(g) words or expressions defined in the Act have the same meaning in this Constitution.

2. Companies Act 1993

The Company, the Board, each Director and each Shareholder have the rights, powers, duties and obligations set out in the Act except to the extent that they are negated or modified by the Constitution.

3. Rights attaching to Shares

Subject to the rights of Shares which confer special rights, each Share confers on the holder the right to:

(a) one vote on a poll at a meeting of the Shareholders on any resolution, including any resolution to:

(i) appoint or remove a Director or auditor; or

(ii) adopt a constitution; or

(iii) alter the Company's constitution; or

(iv) approve a major transaction; or

(v) approve an amalgamation of the Company under section 221 of the Act; or

(vi) put the Company into liquidation;

(b) an equal share in dividends authorised by the Board; and

(c) an equal share in the distribution of the surplus assets of the Company.

Each Shareholder has the right to receive notice of and attend every meeting of Shareholders.

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4. Issue, consolidation, subdivision, repurchase and transfer of Shares

4.1 Issue of new Shares

Further Shares in the Company, including different Classes of Shares and Shares which:

(a) rank equally with, or in priority to, existing Shares; or

(b) have deferred, preferred or other special rights or restrictions, whether as to voting rights or distributions or otherwise; or

(c) confer preferential rights to distributions of capital or income; or

(d) confer special, limited or conditional voting rights; or

(e) do not confer voting rights; or

(f) are redeemable in accordance with section 68 of the Act,

may be issued by the Board.

4.2 Consolidation and subdivision of Shares

The Board may:

(a) consolidate and divide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class; or

(b) subdivide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class.

4.3 Bonus issues

The Board may resolve to apply any amount which is available for distribution to Shareholders either:

(a) in paying up in full Shares or other securities of the Company to be issued credited as fully paid to:

(i) the Shareholders who would be entitled to that amount if it were distributed by way of dividend, and in the same proportions; and

(ii) if applicable, the holders of any other securities of the Company who are entitled by the terms of issue of those securities to participate in bonus issues by the Company, whether at the time the bonus issue is made to the Shareholders, or at some time later, in accordance with their respective entitlements; or

(b) in paying up any amount which is unpaid on any Shares held by the Shareholders referred to in paragraph (a)(i),

or partly in one way and partly in the other.

4.4 Shares in lieu of dividends

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The Board may exercise the right conferred by section 54 of the Act to issue Shares to any Shareholders who have agreed to accept the issue of Shares, wholly or partly, in lieu of proposed dividends or proposed future dividends.

4.5 Share repurchases

The Company may purchase or otherwise acquire Shares issued by it from one or more Shareholders and hold its own Shares.

4.6 Transfer of Shares pursuant to a security interest

Notwithstanding anything in this Constitution or the Act, the Board:

(a) must register any transfer of Shares presented to it; and

(b) shall not refuse to register any transfer of Shares presented to it;

if, in either case, the transfer is pursuant to a security interest granted by the Shareholder of the Shares.

5. Exercise of powers of Shareholders

5.1 Methods of holding meetings

A meeting of Shareholders may be held either:

(a) by a number of Shareholders, who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or

(b) if determined by the Board, by means of audio, or audio and visual, communication by which all Shareholders participating and constituting a quorum can simultaneously hear each other throughout the meeting.

5.2 Exercise of power by meeting or written resolution

A power reserved to the Shareholders by the Act or by this Constitution may be exercised either:

(a) at a meeting of Shareholders; or

(b) by a resolution in writing signed in accordance with section 122 of the Act.

5.3 Powers of Shareholders

Unless otherwise specified in the Act or this Constitution, any power reserved to Shareholders may be exercised and any approval of Shareholders may be given by Ordinary Resolution.

6. Meetings of Shareholders

6.1 Annual meetings

Subject to clause 6.3, the Company must hold an annual meeting not later than:

(a) six months after the balance date of the Company; and

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(b) fifteen months after the previous annual meeting.

6.2 Time and place of annual meeting

Each annual meeting must be held at such time and place as the Board appoints and need not be held in New Zealand.

6.3 Resolution in lieu of annual meeting

It is not necessary for the Company to hold an annual meeting if either:

(a) there is nothing required to be done at that meeting, and the Board has resolved that it is in the interests of the Company to rely on section 120(5) of the Act to not hold an annual meeting for that year; or

(b) everything required to be done at the meeting (by resolution or otherwise) is done by resolution in writing signed in accordance with section 122 of the Act.

6.4 Special meetings

All meetings other than annual meetings are to be called special meetings. A special meeting may be held at any place specified in the notice of meeting and need not be held in New Zealand. Resolutions may be passed by shareholders by resolution in writing signed in accordance with section 122 of the Act.

6.5 Calling of special meetings

A special meeting:

(a) may be called by the Board at any time; and

(b) must be called by the Board on the written request of Shareholders holding Shares carrying together not less than 5% of the voting rights entitled to be exercised on any of the questions to be considered at the meeting.

6.6 Meeting Procedures

The provisions of the First Schedule to the Act govern proceedings of meetings of shareholders.

7. Appointment and removal of Directors

7.1 Number

The number of Directors must not at any time be less than one.

7.2 Appointment and removal of Directors

The Major Shareholder may, from time to time by notice in writing delivered to the Company, appoint, remove and replace any Director. Two or more persons may be appointed as directors by a single notice.

7.3 Vacation of office

A Director will cease to hold office as a Director if the Director:

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(a) becomes bankrupt or makes an arrangement or compromise with the Director's creditors generally; or

(b) dies or becomes disqualified from being a Director pursuant to section 151 of the Act; or

(c) resigns from office by notice in writing to the Company; or

(d) is removed from office pursuant to this Constitution or the Act.

7.4 Appointment and removal of Alternate Directors

The Major Shareholder may, by notice in writing to the Company, appoint any person to be an Alternate Director of a Director and may by notice in writing to the Company remove or replace any Alternate Director.

7.5 Rights of Alternate Director

Each Alternate Director will be entitled to:

(a) receive notices of all meetings of the Board if the Director for whom he or she is an Alternate Director is known to be unavailable to attend meetings;

(b) attend and vote at any such meeting at which the Director for whom he or she is an Alternate Director is not personally present; and

(c) in the absence of the Director for whom he or she is an Alternate Director, perform all the functions, and exercise all the powers, of that Director.

8. Powers of Directors

8.1 Management of Company

Except as provided in this Constitution, the business and affairs of the Company must be managed by, or under the direction or supervision of, the Board.

8.2 Exercise of powers by Board

Subject to the provisions of this Constitution, the Board may exercise all the powers of the Company which are not required, either by the Act or this Constitution, to be exercised by the Shareholders.

8.3 Delegation of powers

The Board may delegate to a committee of Directors, a Director, an employee of the Company or to any other person, any one or more of its powers, other than a power set out in the Second Schedule to the Act.

8.4 Appointment of attorney

The Company may exercise the power conferred by section 181 of the Act to appoint a person as its attorney, either generally or in relation to a specified matter. Any such power of attorney may contain such provisions for the protection of persons dealing with the attorney as the Board thinks fit, and may also authorise any attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.

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8.5 Ratification by Shareholders

Subject to the provisions of section 177 of the Act (relating to ratification of directors' actions), the Shareholders, or any other person in whom a power is vested by this Constitution or the Act, may ratify the purported exercise of that power by a Director or the Board in the same manner as the power may be exercised. The purported exercise of a power that is ratified under this clause is deemed to be, and always to have been, a proper and valid exercise of that power.

9. Proceedings of the Board

9.1 Methods of holding meetings

A meeting of the Board may be held either:

(a) by a number of the Directors who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or

(b) by means of audio, or audio and visual, communication by which all the Directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.

9.2 Notice of meeting

A Director or, if requested by a Director to do so, an employee of the Company approved by the Board for this purpose, may convene a meeting of the Board. Notice of a meeting of Directors must be given to:

(a) every Director; and

(b) any Alternate Director who is an Alternate Director of a Director who is known to be unavailable to attend the meeting.

A meeting of the Board may be held at any place specified in the notice of meeting and need not be held in New Zealand.

9.3 Waiver of irregularity

An irregularity in a notice of meeting is waived if all the Directors entitled to receive notice of the meeting attend or participate in the meeting without protest as to the irregularity or if all Directors entitled to receive notice of the meeting agree to the waiver.

9.4 Quorum

A quorum for a meeting of the Board may be fixed by all of the Directors, and unless so fixed, is a majority of the Directors.

9.5 Chairperson

The Directors may elect one of their number as chairperson of the Board and determine the period for which the chairperson is to hold office. If no chairperson is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for the commencement of the meeting, the Directors present may choose one of their number to be chairperson of the meeting.

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9.6 Votes

Every Director has one vote. In the case of an equality of votes, the chairperson does not have a casting vote. A resolution of the Board is passed if it is agreed to by a majority Directors present without dissent or a majority of the votes cast on it are in favour of it. A Director present at a meeting of the Board is presumed to have agreed to, and to have voted in favour of, a resolution of the Board unless that Director expressly dissents from or expressly abstains from voting on, or votes against, the resolution.

9.7 Resolutions in writing

A resolution in writing, signed or assented to by a majority of the Directors, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form, each signed or assented to by one or more Directors. A copy of any such resolution must be entered in or kept with the records of Board proceedings. The Company must within 14 days after any resolution is passed in accordance with this clause, send a copy of the resolution to each Director who has not signed or assented to the resolution but failure to do so will not invalidate the resolution.

9.8 Minutes

The Board must ensure that minutes are kept of all proceedings at meetings of the Board.

9.9 Validity of acts

All acts done by any meeting of the Board or of a committee of Directors or by any person acting as a Director are valid notwithstanding:

(a) any defect in the appointment of any Director or person acting as a Director; or

(b) that they or any of them were disqualified; or

(c) any irregularity in a notice of meeting.

9.10 Other procedures

Except as set out in this clause 9, the Board may regulate its own procedure. The provisions of the Third Schedule of the Act do not apply to proceedings of the Board except to the extent that those provisions are included in this Constitution.

10. Directors’ Interests

10.1 Disclosure of Interests

A Director must comply with the provisions of section 140 of the Act (relating to disclosure of Interest of directors) but failure to comply with that section does not affect the operation of clause 10.2.

10.2 Personal involvement of Directors

Notwithstanding any rule of law or equity to the contrary, but subject to sections 107(3) and 141 of the Act (relating to avoidance of transactions in which a director is Interested) and section 199(2) of the Act (prohibiting a director from acting as auditor of a company), a Director may:

8

(a) contract with the Company in any capacity;

(b) be a party to any transaction with the Company;

(c) have any direct or indirect personal involvement or Interest in any transaction or arrangement to which the Company is a party or in which it is otherwise directly or indirectly interested or involved;

(d) become a Director or other officer of, or otherwise Interested in, any company promoted by the Company or in which the Company may be directly or indirectly interested as a Shareholder or otherwise;

(e) retain any remuneration, profit or benefits in relation to any of the foregoing; and

(f) be involved in a transaction (or another entity in which the Director has an interest or involvement may be involved in a transaction) which the Company may have otherwise been interested in and a Director shall have no obligation to refer any corporate opportunity to the Company or to enable the Company to pursue any corporate opportunity which the Director or any person in any way associated with the Director intends to pursue,

and no contract or arrangement of any kind referred to in this clause may be avoided by reason of a Director’s Interest.

10.3 Interested Directors may vote

A Director who is Interested in a transaction entered into, or to be entered into, by the Company may:

(a) vote on any matter relating to the transaction;

(b) attend a meeting of the Board at which any matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum;

(c) sign a document relating to the transaction on behalf of the Company; and

(d) do any other thing in his or her capacity as a Director in relation to the transaction,

as if the Director were not Interested in the transaction.

10.4 Interests of holding company

Any Director may, when exercising powers or performing duties as a Director, act in a manner which he or she believes is in the best interests of any company which is the Company's direct or indirect holding company, even though it may not be in the best interests of the Company.

11. Directors' remuneration and other benefits

11.1 Remuneration and benefits

The Board may exercise the power conferred by section 161 of the Act to authorise any payment or other benefit of the kind referred to in that section.

11.2 Expenses

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Each Director is entitled to be paid for all reasonable travelling, accommodation and other expenses incurred by the Director in connection with the Director's attendance at meetings or otherwise in connection with the Company's business.

12. Indemnity and insurance for Directors and employees

12.1 Indemnity for Directors

Every Director will be indemnified by the Company for any costs referred to in section 162(3) of the Act and any liability or costs referred to in section 162(4) of the Act.

12.2 Indemnities and insurance

In addition to the indemnity set out in clause 12.1, the Company may:

(a) indemnify a director or employee of the Company or a related company for any costs referred to in section 162(3) of the Act;

(b) indemnify a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(4) of the Act; and

(c) effect insurance for a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(5) of the Act.

12.3 Interpretation

Words given extended meanings by section 162(9) of the Act have those extended meanings in this clause 12.

13. Dividends

The Board may, subject to the Act and this Constitution, authorise the payment of dividends by the Company at times, and of amounts, and in such form as it thinks fit and may do everything which is necessary or expedient to give effect to the payment of such dividends. Prior to authorising the payment of a dividend, the Board must be satisfied on reasonable grounds that the Company will immediately after payment of the dividend satisfy the solvency test.

14. Notices

All notices, reports, accounts or documents required to be sent to a Shareholder must be sent in the manner set out in section 391 of the Act. Notices to any other person must be sent in the same manner as if that person was a Shareholder.

15. Liquidation

15.1 Distribution of surplus

Subject to the rights of any Shareholders and to clauses 15.2 and 15.3, upon the liquidation of the Company the surplus assets of the Company (if any) must be distributed among the Shareholders in proportion to their Shareholding. If any Shareholder's Shares are not fully paid up the liquidator of the Company may require those Shares to be fully paid up before the

10

Shareholder receives any distribution of the surplus assets of the Company in respect of those Shares.

15.2 Distribution in kind

With the approval of the Shareholders by Ordinary Resolution, the liquidator of the Company may divide amongst the Shareholders in kind the whole or any part of the assets of the Company (whether or not they are of the same kind) and for that purpose the liquidator may:

(a) attribute values to assets as the liquidator considers appropriate; and

(b) determine how the division will be carried out as between the Shareholders or different classes of Shareholders.

15.3 Trusts

With the approval of the Shareholders by Ordinary Resolution, the liquidator may vest the whole or any part of any surplus assets of the Company in trustees upon trust for the benefit of Shareholders. The liquidator may determine the terms of the trust.

16. Method of contracting

16.1 Deeds

A deed which is to be entered into by the Company may be signed on behalf of the Company, by:

(a) two or more Directors; or

(b) if there is only one Director, by that Director whose signature must be witnessed; or

(c) one or more attorneys appointed by the Company; or

(d) any Director, or any person authorised by the Board, whose signature must be witnessed.

16.2 Other written contracts

An obligation or contract which is required by law to be in writing, and any other written obligation or contract which is to be entered into by the Company, may be signed on behalf of the Company by a person acting under the express or implied authority of the Company.

16.3 Other obligations

Any other obligation or contract may be entered into on behalf of the Company in writing or orally by a person acting under the express or implied authority of the Company.

11

EX-1.7

Certificate of Incorporation

BEVERAGE PACKAGING HOLDINGS V LIMITED 6527552

NZBN: 9429046436894

This is to certify that BEVERAGE PACKAGING HOLDINGS V LIMITED was incorporated under the Companies Act 1993 on the 31st day of October 2017.

Registrar of Companies 31st day of October 2017

For further details relating to this company check http://app.companiesoffice.govt.nz/co/6527552 Certificate generated 31 October 2017 03:36 PM NZDT

EX-1.8

Constitution

of

Beverage Packaging Holdings V Limited

This document is the Constitution of Beverage Packaging Holdings V Limited as certified as such on of October 2017 by Gregory Cole as a director of the company.

Certified as the Constitution of the Company

/s/ Gregory Cole_________________________Gregory Cole

Contents

1.Interpretation    1

2.Companies Act 1993    2

3.Rights attaching to Shares    2

4.Issue, consolidation, subdivision, repurchase and transfer of Shares    3

5.Exercise of powers of Shareholders    4

6.Meetings of Shareholders    4

7.Appointment and removal of Directors    5

8.Powers of Directors    6

9.Proceedings of the Board    7

10.Directors’ Interests    8

11.Directors' remuneration and other benefits    10

12.Indemnity and insurance for Directors and employees    10

13.Dividends    10

14.Notices    10

15.Liquidation    11

16.Method of contracting    11

i

Constitution of Beverage Packaging Holdings V Limited

1. Interpretation

1.1 Definitions

In this Constitution, unless the context otherwise requires:

Act means the Companies Act 1993;

Alternate Director means a person appointed as an alternate of a Director pursuant to clause 7.4;

Board means Directors who number not less than the required quorum acting together as the board of directors of the Company;

Class means a class of Shares having attached to them identical rights, privileges, limitations and conditions;

Company means Beverage Packaging Holdings V Limited;

Constitution means this constitution, as altered from time to time;

Director means a person appointed as a director of the Company;

Interested has the meaning set out in section 139 of the Act (and Interest shall be interpreted accordingly);

Ordinary Resolution means a resolution passed by a simple majority of the votes of Shareholders entitled to vote and voting on the resolution;

Major Shareholder means a person whose name is entered in the share register as the holder for the time being of all of the Shares;

Share means a share issued, or to be issued, by the Company;

Shareholder means a person whose name is entered in the share register as the holder for the time being of one or more Shares; and

Special Resolution means a resolution passed by a majority of 75% or more of the votes of those Shareholders entitled to vote and voting on the resolution.

1.2 Construction

In this Constitution, unless the context otherwise requires:

(a) the headings appear as a matter of convenience and shall not affect the construction of this Constitution;

1

(b) in the absence of an express indication to the contrary, references to clauses or paragraphs are to clauses and paragraphs of this Constitution;

(c) a reference to any statute, statutory regulations or other statutory instrument includes the statute, statutory regulations or instrument as from time to time amended or re-enacted or substituted;

(d) the singular includes the plural and vice versa and one gender includes the other genders;

(e) the words written and writing include facsimile communications and any other means of communication resulting in permanent visible reproduction;

(f) the word person includes any association of persons whether corporate or unincorporate, and any state or government or department or agency thereof, whether or not having separate legal personality;

(g) words or expressions defined in the Act have the same meaning in this Constitution.

2. Companies Act 1993

The Company, the Board, each Director and each Shareholder have the rights, powers, duties and obligations set out in the Act except to the extent that they are negated or modified by the Constitution.

3. Rights attaching to Shares

Subject to the rights of Shares which confer special rights, each Share confers on the holder the right to:

(a) one vote on a poll at a meeting of the Shareholders on any resolution, including any resolution to:

(i) appoint or remove a Director or auditor; or

(ii) adopt a constitution; or

(iii) alter the Company's constitution; or

(iv) approve a major transaction; or

(v) approve an amalgamation of the Company under section 221 of the Act; or

(vi) put the Company into liquidation;

(b) an equal share in dividends authorised by the Board; and

(c) an equal share in the distribution of the surplus assets of the Company.

Each Shareholder has the right to receive notice of and attend every meeting of Shareholders.

2

4. Issue, consolidation, subdivision, repurchase and transfer of Shares

4.1 Issue of new Shares

Further Shares in the Company, including different Classes of Shares and Shares which:

(a) rank equally with, or in priority to, existing Shares; or

(b) have deferred, preferred or other special rights or restrictions, whether as to voting rights or distributions or otherwise; or

(c) confer preferential rights to distributions of capital or income; or

(d) confer special, limited or conditional voting rights; or

(e) do not confer voting rights; or

(f) are redeemable in accordance with section 68 of the Act,

may be issued by the Board.

4.2 Consolidation and subdivision of Shares

The Board may:

(a) consolidate and divide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class; or

(b) subdivide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class.

4.3 Bonus issues

The Board may resolve to apply any amount which is available for distribution to Shareholders either:

(a) in paying up in full Shares or other securities of the Company to be issued credited as fully paid to:

(i) the Shareholders who would be entitled to that amount if it were distributed by way of dividend, and in the same proportions; and

(ii) if applicable, the holders of any other securities of the Company who are entitled by the terms of issue of those securities to participate in bonus issues by the Company, whether at the time the bonus issue is made to the Shareholders, or at some time later, in accordance with their respective entitlements; or

(b) in paying up any amount which is unpaid on any Shares held by the Shareholders referred to in paragraph (a)(i),

or partly in one way and partly in the other.

4.4 Shares in lieu of dividends

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The Board may exercise the right conferred by section 54 of the Act to issue Shares to any Shareholders who have agreed to accept the issue of Shares, wholly or partly, in lieu of proposed dividends or proposed future dividends.

4.5 Share repurchases

The Company may purchase or otherwise acquire Shares issued by it from one or more Shareholders and hold its own Shares.

4.6 Transfer of Shares pursuant to a security interest

Notwithstanding anything in this Constitution or the Act, the Board:

(a) must register any transfer of Shares presented to it; and

(b) shall not refuse to register any transfer of Shares presented to it;

if, in either case, the transfer is pursuant to a security interest granted by the Shareholder of the Shares.

5. Exercise of powers of Shareholders

5.1 Methods of holding meetings

A meeting of Shareholders may be held either:

(a) by a number of Shareholders, who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or

(b) if determined by the Board, by means of audio, or audio and visual, communication by which all Shareholders participating and constituting a quorum can simultaneously hear each other throughout the meeting.

5.2 Exercise of power by meeting or written resolution

A power reserved to the Shareholders by the Act or by this Constitution may be exercised either:

(a) at a meeting of Shareholders; or

(b) by a resolution in writing signed in accordance with section 122 of the Act.

5.3 Powers of Shareholders

Unless otherwise specified in the Act or this Constitution, any power reserved to Shareholders may be exercised and any approval of Shareholders may be given by Ordinary Resolution.

6. Meetings of Shareholders

6.1 Annual meetings

Subject to clause 6.3, the Company must hold an annual meeting not later than:

(a) six months after the balance date of the Company; and

4

(b) fifteen months after the previous annual meeting.

6.2 Time and place of annual meeting

Each annual meeting must be held at such time and place as the Board appoints and need not be held in New Zealand.

6.3 Resolution in lieu of annual meeting

It is not necessary for the Company to hold an annual meeting if either:

(a) there is nothing required to be done at that meeting, and the Board has resolved that it is in the interests of the Company to rely on section 120(5) of the Act to not hold an annual meeting for that year; or

(b) everything required to be done at the meeting (by resolution or otherwise) is done by resolution in writing signed in accordance with section 122 of the Act.

6.4 Special meetings

All meetings other than annual meetings are to be called special meetings. A special meeting may be held at any place specified in the notice of meeting and need not be held in New Zealand. Resolutions may be passed by shareholders by resolution in writing signed in accordance with section 122 of the Act.

6.5 Calling of special meetings

A special meeting:

(a) may be called by the Board at any time; and

(b) must be called by the Board on the written request of Shareholders holding Shares carrying together not less than 5% of the voting rights entitled to be exercised on any of the questions to be considered at the meeting.

6.6 Meeting Procedures

The provisions of the First Schedule to the Act govern proceedings of meetings of shareholders.

7. Appointment and removal of Directors

7.1 Number

The number of Directors must not at any time be less than one.

7.2 Appointment and removal of Directors

The Major Shareholder may, from time to time by notice in writing delivered to the Company, appoint, remove and replace any Director. Two or more persons may be appointed as directors by a single notice.

7.3 Vacation of office

A Director will cease to hold office as a Director if the Director:

5

(a) becomes bankrupt or makes an arrangement or compromise with the Director's creditors generally; or

(b) dies or becomes disqualified from being a Director pursuant to section 151 of the Act; or

(c) resigns from office by notice in writing to the Company; or

(d) is removed from office pursuant to this Constitution or the Act.

7.4 Appointment and removal of Alternate Directors

The Major Shareholder may, by notice in writing to the Company, appoint any person to be an Alternate Director of a Director and may by notice in writing to the Company remove or replace any Alternate Director.

7.5 Rights of Alternate Director

Each Alternate Director will be entitled to:

(a) receive notices of all meetings of the Board if the Director for whom he or she is an Alternate Director is known to be unavailable to attend meetings;

(b) attend and vote at any such meeting at which the Director for whom he or she is an Alternate Director is not personally present; and

(c) in the absence of the Director for whom he or she is an Alternate Director, perform all the functions, and exercise all the powers, of that Director.

8. Powers of Directors

8.1 Management of Company

Except as provided in this Constitution, the business and affairs of the Company must be managed by, or under the direction or supervision of, the Board.

8.2 Exercise of powers by Board

Subject to the provisions of this Constitution, the Board may exercise all the powers of the Company which are not required, either by the Act or this Constitution, to be exercised by the Shareholders.

8.3 Delegation of powers

The Board may delegate to a committee of Directors, a Director, an employee of the Company or to any other person, any one or more of its powers, other than a power set out in the Second Schedule to the Act.

8.4 Appointment of attorney

The Company may exercise the power conferred by section 181 of the Act to appoint a person as its attorney, either generally or in relation to a specified matter. Any such power of attorney may contain such provisions for the protection of persons dealing with the attorney as the Board thinks fit, and may also authorise any attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.

6

8.5 Ratification by Shareholders

Subject to the provisions of section 177 of the Act (relating to ratification of directors' actions), the Shareholders, or any other person in whom a power is vested by this Constitution or the Act, may ratify the purported exercise of that power by a Director or the Board in the same manner as the power may be exercised. The purported exercise of a power that is ratified under this clause is deemed to be, and always to have been, a proper and valid exercise of that power.

9. Proceedings of the Board

9.1 Methods of holding meetings

A meeting of the Board may be held either:

(a) by a number of the Directors who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or

(b) by means of audio, or audio and visual, communication by which all the Directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.

9.2 Notice of meeting

A Director or, if requested by a Director to do so, an employee of the Company approved by the Board for this purpose, may convene a meeting of the Board. Notice of a meeting of Directors must be given to:

(a) every Director; and

(b) any Alternate Director who is an Alternate Director of a Director who is known to be unavailable to attend the meeting.

A meeting of the Board may be held at any place specified in the notice of meeting and need not be held in New Zealand.

9.3 Waiver of irregularity

An irregularity in a notice of meeting is waived if all the Directors entitled to receive notice of the meeting attend or participate in the meeting without protest as to the irregularity or if all Directors entitled to receive notice of the meeting agree to the waiver.

9.4 Quorum

A quorum for a meeting of the Board may be fixed by all of the Directors, and unless so fixed, is a majority of the Directors.

9.5 Chairperson

The Directors may elect one of their number as chairperson of the Board and determine the period for which the chairperson is to hold office. If no chairperson is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for the commencement of the meeting, the Directors present may choose one of their number to be chairperson of the meeting.

7

9.6 Votes

Every Director has one vote. In the case of an equality of votes, the chairperson does not have a casting vote. A resolution of the Board is passed if it is agreed to by a majority Directors present without dissent or a majority of the votes cast on it are in favour of it. A Director present at a meeting of the Board is presumed to have agreed to, and to have voted in favour of, a resolution of the Board unless that Director expressly dissents from or expressly abstains from voting on, or votes against, the resolution.

9.7 Resolutions in writing

A resolution in writing, signed or assented to by a majority of the Directors, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form, each signed or assented to by one or more Directors. A copy of any such resolution must be entered in or kept with the records of Board proceedings. The Company must within 14 days after any resolution is passed in accordance with this clause, send a copy of the resolution to each Director who has not signed or assented to the resolution but failure to do so will not invalidate the resolution.

9.8 Minutes

The Board must ensure that minutes are kept of all proceedings at meetings of the Board.

9.9 Validity of acts

All acts done by any meeting of the Board or of a committee of Directors or by any person acting as a Director are valid notwithstanding:

(a) any defect in the appointment of any Director or person acting as a Director; or

(b) that they or any of them were disqualified; or

(c) any irregularity in a notice of meeting.

9.10 Other procedures

Except as set out in this clause 9, the Board may regulate its own procedure. The provisions of the Third Schedule of the Act do not apply to proceedings of the Board except to the extent that those provisions are included in this Constitution.

10. Directors’ Interests

10.1 Disclosure of Interests

A Director must comply with the provisions of section 140 of the Act (relating to disclosure of Interest of directors) but failure to comply with that section does not affect the operation of clause 10.2.

10.2 Personal involvement of Directors

Notwithstanding any rule of law or equity to the contrary, but subject to sections 107(3) and 141 of the Act (relating to avoidance of transactions in which a director is Interested) and section 199(2) of the Act (prohibiting a director from acting as auditor of a company), a Director may:

8

(a) contract with the Company in any capacity;

(b) be a party to any transaction with the Company;

(c) have any direct or indirect personal involvement or Interest in any transaction or arrangement to which the Company is a party or in which it is otherwise directly or indirectly interested or involved;

(d) become a Director or other officer of, or otherwise Interested in, any company promoted by the Company or in which the Company may be directly or indirectly interested as a Shareholder or otherwise;

(e) retain any remuneration, profit or benefits in relation to any of the foregoing; and

(f) be involved in a transaction (or another entity in which the Director has an interest or involvement may be involved in a transaction) which the Company may have otherwise been interested in and a Director shall have no obligation to refer any corporate opportunity to the Company or to enable the Company to pursue any corporate opportunity which the Director or any person in any way associated with the Director intends to pursue,

and no contract or arrangement of any kind referred to in this clause may be avoided by reason of a Director’s Interest.

10.3 Interested Directors may vote

A Director who is Interested in a transaction entered into, or to be entered into, by the Company may:

(a) vote on any matter relating to the transaction;

(b) attend a meeting of the Board at which any matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum;

(c) sign a document relating to the transaction on behalf of the Company; and

(d) do any other thing in his or her capacity as a Director in relation to the transaction,

as if the Director were not Interested in the transaction.

10.4 Interests of holding company

Any Director may, when exercising powers or performing duties as a Director, act in a manner which he or she believes is in the best interests of any company which is the Company's direct or indirect holding company, even though it may not be in the best interests of the Company.

11. Directors' remuneration and other benefits

11.1 Remuneration and benefits

The Board may exercise the power conferred by section 161 of the Act to authorise any payment or other benefit of the kind referred to in that section.

11.2 Expenses

9

Each Director is entitled to be paid for all reasonable travelling, accommodation and other expenses incurred by the Director in connection with the Director's attendance at meetings or otherwise in connection with the Company's business.

12. Indemnity and insurance for Directors and employees

12.1 Indemnity for Directors

Every Director will be indemnified by the Company for any costs referred to in section 162(3) of the Act and any liability or costs referred to in section 162(4) of the Act.

12.2 Indemnities and insurance

In addition to the indemnity set out in clause 12.1, the Company may:

(a) indemnify a director or employee of the Company or a related company for any costs referred to in section 162(3) of the Act;

(b) indemnify a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(4) of the Act; and

(c) effect insurance for a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(5) of the Act.

12.3 Interpretation

Words given extended meanings by section 162(9) of the Act have those extended meanings in this clause 12.

13. Dividends

The Board may, subject to the Act and this Constitution, authorise the payment of dividends by the Company at times, and of amounts, and in such form as it thinks fit and may do everything which is necessary or expedient to give effect to the payment of such dividends. Prior to authorising the payment of a dividend, the Board must be satisfied on reasonable grounds that the Company will immediately after payment of the dividend satisfy the solvency test.

14. Notices

All notices, reports, accounts or documents required to be sent to a Shareholder must be sent in the manner set out in section 391 of the Act. Notices to any other person must be sent in the same manner as if that person was a Shareholder.

15. Liquidation

15.1 Distribution of surplus

Subject to the rights of any Shareholders and to clauses 15.2 and 15.3, upon the liquidation of the Company the surplus assets of the Company (if any) must be distributed among the Shareholders in proportion to their Shareholding. If any Shareholder's Shares are not fully paid up the liquidator of the Company may require those Shares to be fully paid up before the

10

Shareholder receives any distribution of the surplus assets of the Company in respect of those Shares.

15.2 Distribution in kind

With the approval of the Shareholders by Ordinary Resolution, the liquidator of the Company may divide amongst the Shareholders in kind the whole or any part of the assets of the Company (whether or not they are of the same kind) and for that purpose the liquidator may:

(a) attribute values to assets as the liquidator considers appropriate; and

(b) determine how the division will be carried out as between the Shareholders or different classes of Shareholders.

15.3 Trusts

With the approval of the Shareholders by Ordinary Resolution, the liquidator may vest the whole or any part of any surplus assets of the Company in trustees upon trust for the benefit of Shareholders. The liquidator may determine the terms of the trust.

16. Method of contracting

16.1 Deeds

A deed which is to be entered into by the Company may be signed on behalf of the Company, by:

(a) two or more Directors; or

(b) if there is only one Director, by that Director whose signature must be witnessed; or

(c) one or more attorneys appointed by the Company; or

(d) any Director, or any person authorised by the Board, whose signature must be witnessed.

16.2 Other written contracts

An obligation or contract which is required by law to be in writing, and any other written obligation or contract which is to be entered into by the Company, may be signed on behalf of the Company by a person acting under the express or implied authority of the Company.

16.3 Other obligations

Any other obligation or contract may be entered into on behalf of the Company in writing or orally by a person acting under the express or implied authority of the Company.

11

EX-1.9

Certificate of Incorporation

REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED 6527612

NZBN: 9429046436832

This is to certify that REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED was incorporated under the Companies Act 1993 on the 31st day of October 2017.

Registrar of Companies 31st day of October 2017

For further details relating to this company check http://app.companiesoffice.govt.nz/co/6527612 Certificate generated 31 October 2017 03:42 PM NZDT

EX-1.10

Constitution

of

Reynolds Group Issuer (New Zealand) Limited

This document is the Constitution of Reynolds Group Issuer (New Zealand) Limited as certified as such on of October 2017 by Gregory Cole as a director of the company.

Certified as the Constitution of the Company

/s/ Gregory Cole______________________Gregory Cole

Contents

1.Interpretation    1

2.Companies Act 1993    2

3.Rights attaching to Shares    2

4.Issue, consolidation, subdivision, repurchase and transfer of Shares    3

5.Exercise of powers of Shareholders    4

6.Meetings of Shareholders    4

7.Appointment and removal of Directors    5

8.Powers of Directors    6

9.Proceedings of the Board    7

10.Directors’ Interests    8

11.Directors' remuneration and other benefits    10

12.Indemnity and insurance for Directors and employees    10

13.Dividends    10

14.Notices    10

15.Liquidation    11

16.Method of contracting    11

i

Constitution of Reynolds Group Issuer (New Zealand) Limited

1. Interpretation

1.1 Definitions

In this Constitution, unless the context otherwise requires:

Act means the Companies Act 1993;

Alternate Director means a person appointed as an alternate of a Director pursuant to clause 7.4;

Board means Directors who number not less than the required quorum acting together as the board of directors of the Company;

Class means a class of Shares having attached to them identical rights, privileges, limitations and conditions;

Company means Reynolds Group Issuer (New Zealand) Limited;

Constitution means this constitution, as altered from time to time;

Director means a person appointed as a director of the Company;

Interested has the meaning set out in section 139 of the Act (and Interest shall be interpreted accordingly);

Ordinary Resolution means a resolution passed by a simple majority of the votes of Shareholders entitled to vote and voting on the resolution;

Major Shareholder means a person whose name is entered in the share register as the holder for the time being of all of the Shares;

Share means a share issued, or to be issued, by the Company;

Shareholder means a person whose name is entered in the share register as the holder for the time being of one or more Shares; and

Special Resolution means a resolution passed by a majority of 75% or more of the votes of those Shareholders entitled to vote and voting on the resolution.

1.2 Construction

In this Constitution, unless the context otherwise requires:

(a) the headings appear as a matter of convenience and shall not affect the construction of this Constitution;

1

(b) in the absence of an express indication to the contrary, references to clauses or paragraphs are to clauses and paragraphs of this Constitution;

(c) a reference to any statute, statutory regulations or other statutory instrument includes the statute, statutory regulations or instrument as from time to time amended or re-enacted or substituted;

(d) the singular includes the plural and vice versa and one gender includes the other genders;

(e) the words written and writing include facsimile communications and any other means of communication resulting in permanent visible reproduction;

(f) the word person includes any association of persons whether corporate or unincorporate, and any state or government or department or agency thereof, whether or not having separate legal personality;

(g) words or expressions defined in the Act have the same meaning in this Constitution.

2. Companies Act 1993

The Company, the Board, each Director and each Shareholder have the rights, powers, duties and obligations set out in the Act except to the extent that they are negated or modified by the Constitution.

3. Rights attaching to Shares

Subject to the rights of Shares which confer special rights, each Share confers on the holder the right to:

(a) one vote on a poll at a meeting of the Shareholders on any resolution, including any resolution to:

(i) appoint or remove a Director or auditor; or

(ii) adopt a constitution; or

(iii) alter the Company's constitution; or

(iv) approve a major transaction; or

(v) approve an amalgamation of the Company under section 221 of the Act; or

(vi) put the Company into liquidation;

(b) an equal share in dividends authorised by the Board; and

(c) an equal share in the distribution of the surplus assets of the Company.

Each Shareholder has the right to receive notice of and attend every meeting of Shareholders.

2

4. Issue, consolidation, subdivision, repurchase and transfer of Shares

4.1 Issue of new Shares

Further Shares in the Company, including different Classes of Shares and Shares which:

(a) rank equally with, or in priority to, existing Shares; or

(b) have deferred, preferred or other special rights or restrictions, whether as to voting rights or distributions or otherwise; or

(c) confer preferential rights to distributions of capital or income; or

(d) confer special, limited or conditional voting rights; or

(e) do not confer voting rights; or

(f) are redeemable in accordance with section 68 of the Act,

may be issued by the Board.

4.2 Consolidation and subdivision of Shares

The Board may:

(a) consolidate and divide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class; or

(b) subdivide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class.

4.3 Bonus issues

The Board may resolve to apply any amount which is available for distribution to Shareholders either:

(a) in paying up in full Shares or other securities of the Company to be issued credited as fully paid to:

(i) the Shareholders who would be entitled to that amount if it were distributed by way of dividend, and in the same proportions; and

(ii) if applicable, the holders of any other securities of the Company who are entitled by the terms of issue of those securities to participate in bonus issues by the Company, whether at the time the bonus issue is made to the Shareholders, or at some time later, in accordance with their respective entitlements; or

(b) in paying up any amount which is unpaid on any Shares held by the Shareholders referred to in paragraph (a)(i),

or partly in one way and partly in the other.

4.4 Shares in lieu of dividends

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The Board may exercise the right conferred by section 54 of the Act to issue Shares to any Shareholders who have agreed to accept the issue of Shares, wholly or partly, in lieu of proposed dividends or proposed future dividends.

4.5 Share repurchases

The Company may purchase or otherwise acquire Shares issued by it from one or more Shareholders and hold its own Shares.

4.6 Transfer of Shares pursuant to a security interest

Notwithstanding anything in this Constitution or the Act, the Board:

(a) must register any transfer of Shares presented to it; and

(b) shall not refuse to register any transfer of Shares presented to it;

if, in either case, the transfer is pursuant to a security interest granted by the Shareholder of the Shares.

5. Exercise of powers of Shareholders

5.1 Methods of holding meetings

A meeting of Shareholders may be held either:

(a) by a number of Shareholders, who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or

(b) if determined by the Board, by means of audio, or audio and visual, communication by which all Shareholders participating and constituting a quorum can simultaneously hear each other throughout the meeting.

5.2 Exercise of power by meeting or written resolution

A power reserved to the Shareholders by the Act or by this Constitution may be exercised either:

(a) at a meeting of Shareholders; or

(b) by a resolution in writing signed in accordance with section 122 of the Act.

5.3 Powers of Shareholders

Unless otherwise specified in the Act or this Constitution, any power reserved to Shareholders may be exercised and any approval of Shareholders may be given by Ordinary Resolution.

6. Meetings of Shareholders

6.1 Annual meetings

Subject to clause 6.3, the Company must hold an annual meeting not later than:

(a) six months after the balance date of the Company; and

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(b) fifteen months after the previous annual meeting.

6.2 Time and place of annual meeting

Each annual meeting must be held at such time and place as the Board appoints and need not be held in New Zealand.

6.3 Resolution in lieu of annual meeting

It is not necessary for the Company to hold an annual meeting if either:

(a) there is nothing required to be done at that meeting, and the Board has resolved that it is in the interests of the Company to rely on section 120(5) of the Act to not hold an annual meeting for that year; or

(b) everything required to be done at the meeting (by resolution or otherwise) is done by resolution in writing signed in accordance with section 122 of the Act.

6.4 Special meetings

All meetings other than annual meetings are to be called special meetings. A special meeting may be held at any place specified in the notice of meeting and need not be held in New Zealand. Resolutions may be passed by shareholders by resolution in writing signed in accordance with section 122 of the Act.

6.5 Calling of special meetings

A special meeting:

(a) may be called by the Board at any time; and

(b) must be called by the Board on the written request of Shareholders holding Shares carrying together not less than 5% of the voting rights entitled to be exercised on any of the questions to be considered at the meeting.

6.6 Meeting Procedures

The provisions of the First Schedule to the Act govern proceedings of meetings of shareholders.

7. Appointment and removal of Directors

7.1 Number

The number of Directors must not at any time be less than one.

7.2 Appointment and removal of Directors

The Major Shareholder may, from time to time by notice in writing delivered to the Company, appoint, remove and replace any Director. Two or more persons may be appointed as directors by a single notice.

7.3 Vacation of office

A Director will cease to hold office as a Director if the Director:

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(a) becomes bankrupt or makes an arrangement or compromise with the Director's creditors generally; or

(b) dies or becomes disqualified from being a Director pursuant to section 151 of the Act; or

(c) resigns from office by notice in writing to the Company; or

(d) is removed from office pursuant to this Constitution or the Act.

7.4 Appointment and removal of Alternate Directors

The Major Shareholder may, by notice in writing to the Company, appoint any person to be an Alternate Director of a Director and may by notice in writing to the Company remove or replace any Alternate Director.

7.5 Rights of Alternate Director

Each Alternate Director will be entitled to:

(a) receive notices of all meetings of the Board if the Director for whom he or she is an Alternate Director is known to be unavailable to attend meetings;

(b) attend and vote at any such meeting at which the Director for whom he or she is an Alternate Director is not personally present; and

(c) in the absence of the Director for whom he or she is an Alternate Director, perform all the functions, and exercise all the powers, of that Director.

8. Powers of Directors

8.1 Management of Company

Except as provided in this Constitution, the business and affairs of the Company must be managed by, or under the direction or supervision of, the Board.

8.2 Exercise of powers by Board

Subject to the provisions of this Constitution, the Board may exercise all the powers of the Company which are not required, either by the Act or this Constitution, to be exercised by the Shareholders.

8.3 Delegation of powers

The Board may delegate to a committee of Directors, a Director, an employee of the Company or to any other person, any one or more of its powers, other than a power set out in the Second Schedule to the Act.

8.4 Appointment of attorney

The Company may exercise the power conferred by section 181 of the Act to appoint a person as its attorney, either generally or in relation to a specified matter. Any such power of attorney may contain such provisions for the protection of persons dealing with the attorney as the Board thinks fit, and may also authorise any attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.

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8.5 Ratification by Shareholders

Subject to the provisions of section 177 of the Act (relating to ratification of directors' actions), the Shareholders, or any other person in whom a power is vested by this Constitution or the Act, may ratify the purported exercise of that power by a Director or the Board in the same manner as the power may be exercised. The purported exercise of a power that is ratified under this clause is deemed to be, and always to have been, a proper and valid exercise of that power.

9. Proceedings of the Board

9.1 Methods of holding meetings

A meeting of the Board may be held either:

(a) by a number of the Directors who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or

(b) by means of audio, or audio and visual, communication by which all the Directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.

9.2 Notice of meeting

A Director or, if requested by a Director to do so, an employee of the Company approved by the Board for this purpose, may convene a meeting of the Board. Notice of a meeting of Directors must be given to:

(a) every Director; and

(b) any Alternate Director who is an Alternate Director of a Director who is known to be unavailable to attend the meeting.

A meeting of the Board may be held at any place specified in the notice of meeting and need not be held in New Zealand.

9.3 Waiver of irregularity

An irregularity in a notice of meeting is waived if all the Directors entitled to receive notice of the meeting attend or participate in the meeting without protest as to the irregularity or if all Directors entitled to receive notice of the meeting agree to the waiver.

9.4 Quorum

A quorum for a meeting of the Board may be fixed by all of the Directors, and unless so fixed, is a majority of the Directors.

9.5 Chairperson

The Directors may elect one of their number as chairperson of the Board and determine the period for which the chairperson is to hold office. If no chairperson is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for the commencement of the meeting, the Directors present may choose one of their number to be chairperson of the meeting.

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9.6 Votes

Every Director has one vote. In the case of an equality of votes, the chairperson does not have a casting vote. A resolution of the Board is passed if it is agreed to by a majority Directors present without dissent or a majority of the votes cast on it are in favour of it. A Director present at a meeting of the Board is presumed to have agreed to, and to have voted in favour of, a resolution of the Board unless that Director expressly dissents from or expressly abstains from voting on, or votes against, the resolution.

9.7 Resolutions in writing

A resolution in writing, signed or assented to by a majority of the Directors, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form, each signed or assented to by one or more Directors. A copy of any such resolution must be entered in or kept with the records of Board proceedings. The Company must within 14 days after any resolution is passed in accordance with this clause, send a copy of the resolution to each Director who has not signed or assented to the resolution but failure to do so will not invalidate the resolution.

9.8 Minutes

The Board must ensure that minutes are kept of all proceedings at meetings of the Board.

9.9 Validity of acts

All acts done by any meeting of the Board or of a committee of Directors or by any person acting as a Director are valid notwithstanding:

(a) any defect in the appointment of any Director or person acting as a Director; or

(b) that they or any of them were disqualified; or

(c) any irregularity in a notice of meeting.

9.10 Other procedures

Except as set out in this clause 9, the Board may regulate its own procedure. The provisions of the Third Schedule of the Act do not apply to proceedings of the Board except to the extent that those provisions are included in this Constitution.

10. Directors’ Interests

10.1 Disclosure of Interests

A Director must comply with the provisions of section 140 of the Act (relating to disclosure of Interest of directors) but failure to comply with that section does not affect the operation of clause 10.2.

10.2 Personal involvement of Directors

Notwithstanding any rule of law or equity to the contrary, but subject to sections 107(3) and 141 of the Act (relating to avoidance of transactions in which a director is Interested) and section 199(2) of the Act (prohibiting a director from acting as auditor of a company), a Director may:

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(a) contract with the Company in any capacity;

(b) be a party to any transaction with the Company;

(c) have any direct or indirect personal involvement or Interest in any transaction or arrangement to which the Company is a party or in which it is otherwise directly or indirectly interested or involved;

(d) become a Director or other officer of, or otherwise Interested in, any company promoted by the Company or in which the Company may be directly or indirectly interested as a Shareholder or otherwise;

(e) retain any remuneration, profit or benefits in relation to any of the foregoing; and

(f) be involved in a transaction (or another entity in which the Director has an interest or involvement may be involved in a transaction) which the Company may have otherwise been interested in and a Director shall have no obligation to refer any corporate opportunity to the Company or to enable the Company to pursue any corporate opportunity which the Director or any person in any way associated with the Director intends to pursue,

and no contract or arrangement of any kind referred to in this clause may be avoided by reason of a Director’s Interest.

10.3 Interested Directors may vote

A Director who is Interested in a transaction entered into, or to be entered into, by the Company may:

(a) vote on any matter relating to the transaction;

(b) attend a meeting of the Board at which any matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum;

(c) sign a document relating to the transaction on behalf of the Company; and

(d) do any other thing in his or her capacity as a Director in relation to the transaction,

as if the Director were not Interested in the transaction.

10.4 Interests of holding company

Any Director may, when exercising powers or performing duties as a Director, act in a manner which he or she believes is in the best interests of any company which is the Company's direct or indirect holding company, even though it may not be in the best interests of the Company.

11. Directors' remuneration and other benefits

11.1 Remuneration and benefits

The Board may exercise the power conferred by section 161 of the Act to authorise any payment or other benefit of the kind referred to in that section.

11.2 Expenses

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Each Director is entitled to be paid for all reasonable travelling, accommodation and other expenses incurred by the Director in connection with the Director's attendance at meetings or otherwise in connection with the Company's business.

12. Indemnity and insurance for Directors and employees

12.1 Indemnity for Directors

Every Director will be indemnified by the Company for any costs referred to in section 162(3) of the Act and any liability or costs referred to in section 162(4) of the Act.

12.2 Indemnities and insurance

In addition to the indemnity set out in clause 12.1, the Company may:

(a) indemnify a director or employee of the Company or a related company for any costs referred to in section 162(3) of the Act;

(b) indemnify a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(4) of the Act; and

(c) effect insurance for a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(5) of the Act.

12.3 Interpretation

Words given extended meanings by section 162(9) of the Act have those extended meanings in this clause 12.

13. Dividends

The Board may, subject to the Act and this Constitution, authorise the payment of dividends by the Company at times, and of amounts, and in such form as it thinks fit and may do everything which is necessary or expedient to give effect to the payment of such dividends. Prior to authorising the payment of a dividend, the Board must be satisfied on reasonable grounds that the Company will immediately after payment of the dividend satisfy the solvency test.

14. Notices

All notices, reports, accounts or documents required to be sent to a Shareholder must be sent in the manner set out in section 391 of the Act. Notices to any other person must be sent in the same manner as if that person was a Shareholder.

15. Liquidation

15.1 Distribution of surplus

Subject to the rights of any Shareholders and to clauses 15.2 and 15.3, upon the liquidation of the Company the surplus assets of the Company (if any) must be distributed among the Shareholders in proportion to their Shareholding. If any Shareholder's Shares are not fully paid up the liquidator of the Company may require those Shares to be fully paid up before the

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Shareholder receives any distribution of the surplus assets of the Company in respect of those Shares.

15.2 Distribution in kind

With the approval of the Shareholders by Ordinary Resolution, the liquidator of the Company may divide amongst the Shareholders in kind the whole or any part of the assets of the Company (whether or not they are of the same kind) and for that purpose the liquidator may:

(a) attribute values to assets as the liquidator considers appropriate; and

(b) determine how the division will be carried out as between the Shareholders or different classes of Shareholders.

15.3 Trusts

With the approval of the Shareholders by Ordinary Resolution, the liquidator may vest the whole or any part of any surplus assets of the Company in trustees upon trust for the benefit of Shareholders. The liquidator may determine the terms of the trust.

16. Method of contracting

16.1 Deeds

A deed which is to be entered into by the Company may be signed on behalf of the Company, by:

(a) two or more Directors; or

(b) if there is only one Director, by that Director whose signature must be witnessed; or

(c) one or more attorneys appointed by the Company; or

(d) any Director, or any person authorised by the Board, whose signature must be witnessed.

16.2 Other written contracts

An obligation or contract which is required by law to be in writing, and any other written obligation or contract which is to be entered into by the Company, may be signed on behalf of the Company by a person acting under the express or implied authority of the Company.

16.3 Other obligations

Any other obligation or contract may be entered into on behalf of the Company in writing or orally by a person acting under the express or implied authority of the Company.

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EX-1.11

Certificate of Incorporation

REYNOLDS PACKAGING INTERNATIONAL LIMITED 6470792

NZBN: 9429046384386

This is to certify that REYNOLDS PACKAGING INTERNATIONAL LIMITED was incorporated under the Companies Act 1993 on the 29th day of September 2017.

Registrar of Companies 2nd day of October 2017

For further details relating to this company check http://app.companiesoffice.govt.nz/co/6470792 Certificate generated 02 October 2017 04:45 PM NZDT

EX-1.12

Constitution

of

Reynolds Packaging International Limited

This document is the Constitution of Reynolds Packaging International Limited as certified as such on of September 2017 by Gregory Alan Cole as a director of the company.

Certified as the Constitution of the Company

/s/ G A Cole_______________________G A Cole

Contents

1.Interpretation    1

2.Companies Act 1993    2

3.Rights attaching to Shares    2

4.Issue, consolidation, subdivision, repurchase and transfer of Shares    3

5.Exercise of powers of Shareholders    4

6.Meetings of Shareholders    4

7.Appointment and removal of Directors    5

8.Powers of Directors    6

9.Proceedings of the Board    7

10.Directors’ Interests    9

11.Directors' remuneration and other benefits    10

12.Indemnity and insurance for Directors and employees    10

13.Dividends    10

14.Notices    11

15.Liquidation    11

16.Method of contracting    11

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Constitution of Reynolds Packaging International Limited

1. Interpretation

1.1 Definitions

In this Constitution, unless the context otherwise requires:

Act means the Companies Act 1993;

Alternate Director means a person appointed as an alternate of a Director pursuant to clause 7.4;

Board means Directors who number not less than the required quorum acting together as the board of directors of the Company;

Class means a class of Shares having attached to them identical rights, privileges, limitations and conditions;

Company means Reynolds Packaging International Limited;

Constitution means this constitution, as altered from time to time;

Director means a person appointed as a director of the Company;

Interested has the meaning set out in section 139 of the Act (and Interest shall be interpreted accordingly);

Ordinary Resolution means a resolution passed by a simple majority of the votes of Shareholders entitled to vote and voting on the resolution;

Major Shareholder means a person whose name is entered in the share register as the holder for the time being of all of the Shares;

Share means a share issued, or to be issued, by the Company;

Shareholder means a person whose name is entered in the share register as the holder for the time being of one or more Shares; and

Special Resolution means a resolution passed by a majority of 75% or more of the votes of those Shareholders entitled to vote and voting on the resolution.

1.2 Construction

In this Constitution, unless the context otherwise requires:

(a) the headings appear as a matter of convenience and shall not affect the construction of this Constitution;

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(b) in the absence of an express indication to the contrary, references to clauses or paragraphs are to clauses and paragraphs of this Constitution;

(c) a reference to any statute, statutory regulations or other statutory instrument includes the statute, statutory regulations or instrument as from time to time amended or re-enacted or substituted;

(d) the singular includes the plural and vice versa and one gender includes the other genders;

(e) the words written and writing include facsimile communications and any other means of communication resulting in permanent visible reproduction;

(f) the word person includes any association of persons whether corporate or unincorporate, and any state or government or department or agency thereof, whether or not having separate legal personality;

(g) words or expressions defined in the Act have the same meaning in this Constitution.

2. Companies Act 1993

The Company, the Board, each Director and each Shareholder have the rights, powers, duties and obligations set out in the Act except to the extent that they are negated or modified by the Constitution.

3. Rights attaching to Shares

Subject to the rights of Shares which confer special rights, each Share confers on the holder the right to:

(a) one vote on a poll at a meeting of the Shareholders on any resolution, including any resolution to:

(i) appoint or remove a Director or auditor; or

(ii) adopt a constitution; or

(iii) alter the Company's constitution; or

(iv) approve a major transaction; or

(v) approve an amalgamation of the Company under section 221 of the Act; or

(vi) put the Company into liquidation;

(b) an equal share in dividends authorised by the Board; and

(c) an equal share in the distribution of the surplus assets of the Company.

Each Shareholder has the right to receive notice of and attend every meeting of Shareholders.

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4. Issue, consolidation, subdivision, repurchase and transfer of Shares

4.1 Issue of new Shares

Further Shares in the Company, including different Classes of Shares and Shares which:

(a) rank equally with, or in priority to, existing Shares; or

(b) have deferred, preferred or other special rights or restrictions, whether as to voting rights or distributions or otherwise; or

(c) confer preferential rights to distributions of capital or income; or

(d) confer special, limited or conditional voting rights; or

(e) do not confer voting rights; or

(f) are redeemable in accordance with section 68 of the Act,

may be issued by the Board.

4.2 Consolidation and subdivision of Shares

The Board may:

(a) consolidate and divide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class; or

(b) subdivide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class.

4.3 Bonus issues

The Board may resolve to apply any amount which is available for distribution to Shareholders either:

(a) in paying up in full Shares or other securities of the Company to be issued credited as fully paid to:

(i) the Shareholders who would be entitled to that amount if it were distributed by way of dividend, and in the same proportions; and

(ii) if applicable, the holders of any other securities of the Company who are entitled by the terms of issue of those securities to participate in bonus issues by the Company, whether at the time the bonus issue is made to the Shareholders, or at some time later, in accordance with their respective entitlements; or

(b) in paying up any amount which is unpaid on any Shares held by the Shareholders referred to in paragraph (a)(i),

or partly in one way and partly in the other.

4.4 Shares in lieu of dividends

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The Board may exercise the right conferred by section 54 of the Act to issue Shares to any Shareholders who have agreed to accept the issue of Shares, wholly or partly, in lieu of proposed dividends or proposed future dividends.

4.5 Share repurchases

The Company may purchase or otherwise acquire Shares issued by it from one or more Shareholders and hold its own Shares.

4.6 Transfer of Shares pursuant to a security interest

Notwithstanding anything in this Constitution or the Act, the Board:

(a) must register any transfer of Shares presented to it; and

(b) shall not refuse to register any transfer of Shares presented to it;

if, in either case, the transfer is pursuant to a security interest granted by the Shareholder of the Shares.

5. Exercise of powers of Shareholders

5.1 Methods of holding meetings

A meeting of Shareholders may be held either:

(a) by a number of Shareholders, who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or

(b) if determined by the Board, by means of audio, or audio and visual, communication by which all Shareholders participating and constituting a quorum can simultaneously hear each other throughout the meeting.

5.2 Exercise of power by meeting or written resolution

A power reserved to the Shareholders by the Act or by this Constitution may be exercised either:

(a) at a meeting of Shareholders; or

(b) by a resolution in writing signed in accordance with section 122 of the Act.

5.3 Powers of Shareholders

Unless otherwise specified in the Act or this Constitution, any power reserved to Shareholders may be exercised and any approval of Shareholders may be given by Ordinary Resolution.

6. Meetings of Shareholders

6.1 Annual meetings

Subject to clause 6.3, the Company must hold an annual meeting not later than:

(a) six months after the balance date of the Company; and

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(b) fifteen months after the previous annual meeting.

6.2 Time and place of annual meeting

Each annual meeting must be held at such time and place as the Board appoints and need not be held in New Zealand.

6.3 Resolution in lieu of annual meeting

It is not necessary for the Company to hold an annual meeting if either:

(a) there is nothing required to be done at that meeting, and the Board has resolved that it is in the interests of the Company to rely on section 120(5) of the Act to not hold an annual meeting for that year; or

(b) everything required to be done at the meeting (by resolution or otherwise) is done by resolution in writing signed in accordance with section 122 of the Act.

6.4 Special meetings

All meetings other than annual meetings are to be called special meetings. A special meeting may be held at any place specified in the notice of meeting and need not be held in New Zealand. Resolutions may be passed by shareholders by resolution in writing signed in accordance with section 122 of the Act.

6.5 Calling of special meetings

A special meeting:

(a) may be called by the Board at any time; and

(b) must be called by the Board on the written request of Shareholders holding Shares carrying together not less than 5% of the voting rights entitled to be exercised on any of the questions to be considered at the meeting.

6.6 Meeting Procedures

The provisions of the First Schedule to the Act govern proceedings of meetings of shareholders.

7. Appointment and removal of Directors

7.1 Number

The number of Directors must not at any time be less than one.

7.2 Appointment and removal of Directors

The Major Shareholder may, from time to time by notice in writing delivered to the Company, appoint, remove and replace any Director. Two or more persons may be appointed as directors by a single notice.

7.3 Vacation of office

A Director will cease to hold office as a Director if the Director:

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(a) becomes bankrupt or makes an arrangement or compromise with the Director's creditors generally; or

(b) dies or becomes disqualified from being a Director pursuant to section 151 of the Act; or

(c) resigns from office by notice in writing to the Company; or

(d) is removed from office pursuant to this Constitution or the Act.

7.4 Appointment and removal of Alternate Directors

The Major Shareholder may, by notice in writing to the Company, appoint any person to be an Alternate Director of a Director and may by notice in writing to the Company remove or replace any Alternate Director.

7.5 Rights of Alternate Director

Each Alternate Director will be entitled to:

(a) receive notices of all meetings of the Board if the Director for whom he or she is an Alternate Director is known to be unavailable to attend meetings;

(b) attend and vote at any such meeting at which the Director for whom he or she is an Alternate Director is not personally present; and

(c) in the absence of the Director for whom he or she is an Alternate Director, perform all the functions, and exercise all the powers, of that Director.

8. Powers of Directors

8.1 Management of Company

Except as provided in this Constitution, the business and affairs of the Company must be managed by, or under the direction or supervision of, the Board.

8.2 Exercise of powers by Board

Subject to the provisions of this Constitution, the Board may exercise all the powers of the Company which are not required, either by the Act or this Constitution, to be exercised by the Shareholders.

8.3 Delegation of powers

The Board may delegate to a committee of Directors, a Director, an employee of the Company or to any other person, any one or more of its powers, other than a power set out in the Second Schedule to the Act.

8.4 Appointment of attorney

The Company may exercise the power conferred by section 181 of the Act to appoint a person as its attorney, either generally or in relation to a specified matter. Any such power of attorney may contain such provisions for the protection of persons dealing with the attorney as the Board thinks fit, and may also authorise any attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.

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8.5 Ratification by Shareholders

Subject to the provisions of section 177 of the Act (relating to ratification of directors' actions), the Shareholders, or any other person in whom a power is vested by this Constitution or the Act, may ratify the purported exercise of that power by a Director or the Board in the same manner as the power may be exercised. The purported exercise of a power that is ratified under this clause is deemed to be, and always to have been, a proper and valid exercise of that power.

9. Proceedings of the Board

9.1 Methods of holding meetings

A meeting of the Board may be held either:

(a) by a number of the Directors who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or

(b) by means of audio, or audio and visual, communication by which all the Directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.

9.2 Notice of meeting

A Director or, if requested by a Director to do so, an employee of the Company approved by the Board for this purpose, may convene a meeting of the Board. Notice of a meeting of Directors must be given to:

(a) every Director; and

(b) any Alternate Director who is an Alternate Director of a Director who is known to be unavailable to attend the meeting.

A meeting of the Board may be held at any place specified in the notice of meeting and need not be held in New Zealand.

9.3 Waiver of irregularity

An irregularity in a notice of meeting is waived if all the Directors entitled to receive notice of the meeting attend or participate in the meeting without protest as to the irregularity or if all Directors entitled to receive notice of the meeting agree to the waiver.

9.4 Quorum

A quorum for a meeting of the Board may be fixed by all of the Directors, and unless so fixed, is a majority of the Directors.

9.5 Chairperson

The Directors may elect one of their number as chairperson of the Board and determine the period for which the chairperson is to hold office. If no chairperson is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for the commencement of the meeting, the Directors present may choose one of their number to be chairperson of the meeting.

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9.6 Votes

Every Director has one vote. In the case of an equality of votes, the chairperson does not have a casting vote. A resolution of the Board is passed if it is agreed to by a majority Directors present without dissent or a majority of the votes cast on it are in favour of it. A Director present at a meeting of the Board is presumed to have agreed to, and to have voted in favour of, a resolution of the Board unless that Director expressly dissents from or expressly abstains from voting on, or votes against, the resolution.

9.7 Resolutions in writing

A resolution in writing, signed or assented to by a majority of the Directors, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form, each signed or assented to by one or more Directors. A copy of any such resolution must be entered in or kept with the records of Board proceedings. The Company must within 14 days after any resolution is passed in accordance with this clause, send a copy of the resolution to each Director who has not signed or assented to the resolution but failure to do so will not invalidate the resolution.

9.8 Minutes

The Board must ensure that minutes are kept of all proceedings at meetings of the Board.

9.9 Validity of acts

All acts done by any meeting of the Board or of a committee of Directors or by any person acting as a Director are valid notwithstanding:

(a) any defect in the appointment of any Director or person acting as a Director; or

(b) that they or any of them were disqualified; or

(c) any irregularity in a notice of meeting.

9.10 Other procedures

Except as set out in this clause 9, the Board may regulate its own procedure. The provisions of the Third Schedule of the Act do not apply to proceedings of the Board except to the extent that those provisions are included in this Constitution.

10. Directors’ Interests

10.1 Disclosure of Interests

A Director must comply with the provisions of section 140 of the Act (relating to disclosure of Interest of directors) but failure to comply with that section does not affect the operation of clause 10.2.

10.2 Personal involvement of Directors

Notwithstanding any rule of law or equity to the contrary, but subject to sections 107(3) and 141 of the Act (relating to avoidance of transactions in which a director is Interested) and section 199(2) of the Act (prohibiting a director from acting as auditor of a company), a Director may:

8

(a) contract with the Company in any capacity;

(b) be a party to any transaction with the Company;

(c) have any direct or indirect personal involvement or Interest in any transaction or arrangement to which the Company is a party or in which it is otherwise directly or indirectly interested or involved;

(d) become a Director or other officer of, or otherwise Interested in, any company promoted by the Company or in which the Company may be directly or indirectly interested as a Shareholder or otherwise;

(e) retain any remuneration, profit or benefits in relation to any of the foregoing; and

(f) be involved in a transaction (or another entity in which the Director has an interest or involvement may be involved in a transaction) which the Company may have otherwise been interested in and a Director shall have no obligation to refer any corporate opportunity to the Company or to enable the Company to pursue any corporate opportunity which the Director or any person in any way associated with the Director intends to pursue,

and no contract or arrangement of any kind referred to in this clause may be avoided by reason of a Director’s Interest.

10.3 Interested Directors may vote

A Director who is Interested in a transaction entered into, or to be entered into, by the Company may:

(a) vote on any matter relating to the transaction;

(b) attend a meeting of the Board at which any matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum;

(c) sign a document relating to the transaction on behalf of the Company; and

(d) do any other thing in his or her capacity as a Director in relation to the transaction,

as if the Director were not Interested in the transaction.

10.4 Interests of holding company

Any Director may, when exercising powers or performing duties as a Director, act in a manner which he or she believes is in the best interests of any company which is the Company's direct or indirect holding company, even though it may not be in the best interests of the Company.

11. Directors' remuneration and other benefits

11.1 Remuneration and benefits

The Board may exercise the power conferred by section 161 of the Act to authorise any payment or other benefit of the kind referred to in that section.

11.2 Expenses

9

Each Director is entitled to be paid for all reasonable travelling, accommodation and other expenses incurred by the Director in connection with the Director's attendance at meetings or otherwise in connection with the Company's business.

12. Indemnity and insurance for Directors and employees

12.1 Indemnity for Directors

Every Director will be indemnified by the Company for any costs referred to in section 162(3) of the Act and any liability or costs referred to in section 162(4) of the Act.

12.2 Indemnities and insurance

In addition to the indemnity set out in clause 12.1, the Company may:

(a) indemnify a director or employee of the Company or a related company for any costs referred to in section 162(3) of the Act;

(b) indemnify a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(4) of the Act; and

(c) effect insurance for a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(5) of the Act.

12.3 Interpretation

Words given extended meanings by section 162(9) of the Act have those extended meanings in this clause 12.

13. Dividends

The Board may, subject to the Act and this Constitution, authorise the payment of dividends by the Company at times, and of amounts, and in such form as it thinks fit and may do everything which is necessary or expedient to give effect to the payment of such dividends. Prior to authorising the payment of a dividend, the Board must be satisfied on reasonable grounds that the Company will immediately after payment of the dividend satisfy the solvency test.

14. Notices

All notices, reports, accounts or documents required to be sent to a Shareholder must be sent in the manner set out in section 391 of the Act. Notices to any other person must be sent in the same manner as if that person was a Shareholder.

15. Liquidation

15.1 Distribution of surplus

Subject to the rights of any Shareholders and to clauses 15.2 and 15.3, upon the liquidation of the Company the surplus assets of the Company (if any) must be distributed among the Shareholders in proportion to their Shareholding. If any Shareholder's Shares are not fully paid up the liquidator of the Company may require those Shares to be fully paid up before the

10

Shareholder receives any distribution of the surplus assets of the Company in respect of those Shares.

15.2 Distribution in kind

With the approval of the Shareholders by Ordinary Resolution, the liquidator of the Company may divide amongst the Shareholders in kind the whole or any part of the assets of the Company (whether or not they are of the same kind) and for that purpose the liquidator may:

(a) attribute values to assets as the liquidator considers appropriate; and

(b) determine how the division will be carried out as between the Shareholders or different classes of Shareholders.

15.3 Trusts

With the approval of the Shareholders by Ordinary Resolution, the liquidator may vest the whole or any part of any surplus assets of the Company in trustees upon trust for the benefit of Shareholders. The liquidator may determine the terms of the trust.

16. Method of contracting

16.1 Deeds

A deed which is to be entered into by the Company may be signed on behalf of the Company, by:

(a) two or more Directors; or

(b) if there is only one Director, by that Director whose signature must be witnessed; or

(c) one or more attorneys appointed by the Company; or

(d) any Director, or any person authorised by the Board, whose signature must be witnessed.

16.2 Other written contracts

An obligation or contract which is required by law to be in writing, and any other written obligation or contract which is to be entered into by the Company, may be signed on behalf of the Company by a person acting under the express or implied authority of the Company.

16.3 Other obligations

Any other obligation or contract may be entered into on behalf of the Company in writing or orally by a person acting under the express or implied authority of the Company.

11

EX-1.13

Certificate of Incorporation

CLOSURE SYSTEMS INTERNATIONAL LIMITED 6470652

NZBN: 9429046384355

This is to certify that CLOSURE SYSTEMS INTERNATIONAL LIMITED was incorporated under the Companies Act 1993 on the 29th day of September 2017.

Registrar of Companies 2nd day of October 2017

For further details relating to this company check http://app.companiesoffice.govt.nz/co/6470652 Certificate generated 02 October 2017 04:29 PM NZDT

EX-1.14

Constitution

of

Evergreen Packaging International Limited

This document is the Constitution of Evergreen Packaging International Limited as certified as such on of September 2017 by Gregory Alan Cole as a director of the company.

Certified as the Constitution of the Company

/s/ G A Cole_____________________G A Cole

2ontents

1.Interpretation    1

2.Companies Act 1993    2

3.Rights attaching to Shares    2

4.Issue, consolidation, subdivision, repurchase and transfer of Shares    3

5.Exercise of powers of Shareholders    4

6.Meetings of Shareholders    4

7.Appointment and removal of Directors    5

8.Powers of Directors    6

9.Proceedings of the Board    7

10.Directors’ Interests    9

11.Directors' remuneration and other benefits    10

12.Indemnity and insurance for Directors and employees    10

13.Dividends    10

14.Notices    11

15.Liquidation    11

16.Method of contracting    11

i

Constitution of Evergreen Packaging International Limited

1. Interpretation

1.1 Definitions

In this Constitution, unless the context otherwise requires:

Act means the Companies Act 1993;

Alternate Director means a person appointed as an alternate of a Director pursuant to clause 7.4;

Board means Directors who number not less than the required quorum acting together as the board of directors of the Company;

Class means a class of Shares having attached to them identical rights, privileges, limitations and conditions;

Company means Evergreen Packaging International Limited;

Constitution means this constitution, as altered from time to time;

Director means a person appointed as a director of the Company;

Interested has the meaning set out in section 139 of the Act (and Interest shall be interpreted accordingly);

Ordinary Resolution means a resolution passed by a simple majority of the votes of Shareholders entitled to vote and voting on the resolution;

Major Shareholder means a person whose name is entered in the share register as the holder for the time being of all of the Shares;

Share means a share issued, or to be issued, by the Company;

Shareholder means a person whose name is entered in the share register as the holder for the time being of one or more Shares; and

Special Resolution means a resolution passed by a majority of 75% or more of the votes of those Shareholders entitled to vote and voting on the resolution.

1.2 Construction

In this Constitution, unless the context otherwise requires:

(a) the headings appear as a matter of convenience and shall not affect the construction of this Constitution;

1

(b) in the absence of an express indication to the contrary, references to clauses or paragraphs are to clauses and paragraphs of this Constitution;

(c) a reference to any statute, statutory regulations or other statutory instrument includes the statute, statutory regulations or instrument as from time to time amended or re-enacted or substituted;

(d) the singular includes the plural and vice versa and one gender includes the other genders;

(e) the words written and writing include facsimile communications and any other means of communication resulting in permanent visible reproduction;

(f) the word person includes any association of persons whether corporate or unincorporate, and any state or government or department or agency thereof, whether or not having separate legal personality;

(g) words or expressions defined in the Act have the same meaning in this Constitution.

2. Companies Act 1993

The Company, the Board, each Director and each Shareholder have the rights, powers, duties and obligations set out in the Act except to the extent that they are negated or modified by the Constitution.

3. Rights attaching to Shares

Subject to the rights of Shares which confer special rights, each Share confers on the holder the right to:

(a) one vote on a poll at a meeting of the Shareholders on any resolution, including any resolution to:

(i) appoint or remove a Director or auditor; or

(ii) adopt a constitution; or

(iii) alter the Company's constitution; or

(iv) approve a major transaction; or

(v) approve an amalgamation of the Company under section 221 of the Act; or

(vi) put the Company into liquidation;

(b) an equal share in dividends authorised by the Board; and

(c) an equal share in the distribution of the surplus assets of the Company.

Each Shareholder has the right to receive notice of and attend every meeting of Shareholders.

2

4. Issue, consolidation, subdivision, repurchase and transfer of Shares

4.1 Issue of new Shares

Further Shares in the Company, including different Classes of Shares and Shares which:

(a) rank equally with, or in priority to, existing Shares; or

(b) have deferred, preferred or other special rights or restrictions, whether as to voting rights or distributions or otherwise; or

(c) confer preferential rights to distributions of capital or income; or

(d) confer special, limited or conditional voting rights; or

(e) do not confer voting rights; or

(f) are redeemable in accordance with section 68 of the Act,

may be issued by the Board.

4.2 Consolidation and subdivision of Shares

The Board may:

(a) consolidate and divide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class; or

(b) subdivide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class.

4.3 Bonus issues

The Board may resolve to apply any amount which is available for distribution to Shareholders either:

(a) in paying up in full Shares or other securities of the Company to be issued credited as fully paid to:

(i) the Shareholders who would be entitled to that amount if it were distributed by way of dividend, and in the same proportions; and

(ii) if applicable, the holders of any other securities of the Company who are entitled by the terms of issue of those securities to participate in bonus issues by the Company, whether at the time the bonus issue is made to the Shareholders, or at some time later, in accordance with their respective entitlements; or

(b) in paying up any amount which is unpaid on any Shares held by the Shareholders referred to in paragraph (a)(i),

or partly in one way and partly in the other.

4.4 Shares in lieu of dividends

3

The Board may exercise the right conferred by section 54 of the Act to issue Shares to any Shareholders who have agreed to accept the issue of Shares, wholly or partly, in lieu of proposed dividends or proposed future dividends.

4.5 Share repurchases

The Company may purchase or otherwise acquire Shares issued by it from one or more Shareholders and hold its own Shares.

4.6 Transfer of Shares pursuant to a security interest

Notwithstanding anything in this Constitution or the Act, the Board:

(a) must register any transfer of Shares presented to it; and

(b) shall not refuse to register any transfer of Shares presented to it;

if, in either case, the transfer is pursuant to a security interest granted by the Shareholder of the Shares.

5. Exercise of powers of Shareholders

5.1 Methods of holding meetings

A meeting of Shareholders may be held either:

(a) by a number of Shareholders, who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or

(b) if determined by the Board, by means of audio, or audio and visual, communication by which all Shareholders participating and constituting a quorum can simultaneously hear each other throughout the meeting.

5.2 Exercise of power by meeting or written resolution

A power reserved to the Shareholders by the Act or by this Constitution may be exercised either:

(a) at a meeting of Shareholders; or

(b) by a resolution in writing signed in accordance with section 122 of the Act.

5.3 Powers of Shareholders

Unless otherwise specified in the Act or this Constitution, any power reserved to Shareholders may be exercised and any approval of Shareholders may be given by Ordinary Resolution.

6. Meetings of Shareholders

6.1 Annual meetings

Subject to clause 6.3, the Company must hold an annual meeting not later than:

(a) six months after the balance date of the Company; and

4

(b) fifteen months after the previous annual meeting.

6.2 Time and place of annual meeting

Each annual meeting must be held at such time and place as the Board appoints and need not be held in New Zealand.

6.3 Resolution in lieu of annual meeting

It is not necessary for the Company to hold an annual meeting if either:

(a) there is nothing required to be done at that meeting, and the Board has resolved that it is in the interests of the Company to rely on section 120(5) of the Act to not hold an annual meeting for that year; or

(b) everything required to be done at the meeting (by resolution or otherwise) is done by resolution in writing signed in accordance with section 122 of the Act.

6.4 Special meetings

All meetings other than annual meetings are to be called special meetings. A special meeting may be held at any place specified in the notice of meeting and need not be held in New Zealand. Resolutions may be passed by shareholders by resolution in writing signed in accordance with section 122 of the Act.

6.5 Calling of special meetings

A special meeting:

(a) may be called by the Board at any time; and

(b) must be called by the Board on the written request of Shareholders holding Shares carrying together not less than 5% of the voting rights entitled to be exercised on any of the questions to be considered at the meeting.

6.6 Meeting Procedures

The provisions of the First Schedule to the Act govern proceedings of meetings of shareholders.

7. Appointment and removal of Directors

7.1 Number

The number of Directors must not at any time be less than one.

7.2 Appointment and removal of Directors

The Major Shareholder may, from time to time by notice in writing delivered to the Company, appoint, remove and replace any Director. Two or more persons may be appointed as directors by a single notice.

7.3 Vacation of office

A Director will cease to hold office as a Director if the Director:

5

(a) becomes bankrupt or makes an arrangement or compromise with the Director's creditors generally; or

(b) dies or becomes disqualified from being a Director pursuant to section 151 of the Act; or

(c) resigns from office by notice in writing to the Company; or

(d) is removed from office pursuant to this Constitution or the Act.

7.4 Appointment and removal of Alternate Directors

The Major Shareholder may, by notice in writing to the Company, appoint any person to be an Alternate Director of a Director and may by notice in writing to the Company remove or replace any Alternate Director.

7.5 Rights of Alternate Director

Each Alternate Director will be entitled to:

(a) receive notices of all meetings of the Board if the Director for whom he or she is an Alternate Director is known to be unavailable to attend meetings;

(b) attend and vote at any such meeting at which the Director for whom he or she is an Alternate Director is not personally present; and

(c) in the absence of the Director for whom he or she is an Alternate Director, perform all the functions, and exercise all the powers, of that Director.

8. Powers of Directors

8.1 Management of Company

Except as provided in this Constitution, the business and affairs of the Company must be managed by, or under the direction or supervision of, the Board.

8.2 Exercise of powers by Board

Subject to the provisions of this Constitution, the Board may exercise all the powers of the Company which are not required, either by the Act or this Constitution, to be exercised by the Shareholders.

8.3 Delegation of powers

The Board may delegate to a committee of Directors, a Director, an employee of the Company or to any other person, any one or more of its powers, other than a power set out in the Second Schedule to the Act.

8.4 Appointment of attorney

The Company may exercise the power conferred by section 181 of the Act to appoint a person as its attorney, either generally or in relation to a specified matter. Any such power of attorney may contain such provisions for the protection of persons dealing with the attorney as the Board thinks fit, and may also authorise any attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.

6

8.5 Ratification by Shareholders

Subject to the provisions of section 177 of the Act (relating to ratification of directors' actions), the Shareholders, or any other person in whom a power is vested by this Constitution or the Act, may ratify the purported exercise of that power by a Director or the Board in the same manner as the power may be exercised. The purported exercise of a power that is ratified under this clause is deemed to be, and always to have been, a proper and valid exercise of that power.

9. Proceedings of the Board

9.1 Methods of holding meetings

A meeting of the Board may be held either:

(a) by a number of the Directors who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or

(b) by means of audio, or audio and visual, communication by which all the Directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.

9.2 Notice of meeting

A Director or, if requested by a Director to do so, an employee of the Company approved by the Board for this purpose, may convene a meeting of the Board. Notice of a meeting of Directors must be given to:

(a) every Director; and

(b) any Alternate Director who is an Alternate Director of a Director who is known to be unavailable to attend the meeting.

A meeting of the Board may be held at any place specified in the notice of meeting and need not be held in New Zealand.

9.3 Waiver of irregularity

An irregularity in a notice of meeting is waived if all the Directors entitled to receive notice of the meeting attend or participate in the meeting without protest as to the irregularity or if all Directors entitled to receive notice of the meeting agree to the waiver.

9.4 Quorum

A quorum for a meeting of the Board may be fixed by all of the Directors, and unless so fixed, is a majority of the Directors.

9.5 Chairperson

The Directors may elect one of their number as chairperson of the Board and determine the period for which the chairperson is to hold office. If no chairperson is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for the commencement of the meeting, the Directors present may choose one of their number to be chairperson of the meeting.

7

9.6 Votes

Every Director has one vote. In the case of an equality of votes, the chairperson does not have a casting vote. A resolution of the Board is passed if it is agreed to by a majority Directors present without dissent or a majority of the votes cast on it are in favour of it. A Director present at a meeting of the Board is presumed to have agreed to, and to have voted in favour of, a resolution of the Board unless that Director expressly dissents from or expressly abstains from voting on, or votes against, the resolution.

9.7 Resolutions in writing

A resolution in writing, signed or assented to by a majority of the Directors, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form, each signed or assented to by one or more Directors. A copy of any such resolution must be entered in or kept with the records of Board proceedings. The Company must within 14 days after any resolution is passed in accordance with this clause, send a copy of the resolution to each Director who has not signed or assented to the resolution but failure to do so will not invalidate the resolution.

9.8 Minutes

The Board must ensure that minutes are kept of all proceedings at meetings of the Board.

9.9 Validity of acts

All acts done by any meeting of the Board or of a committee of Directors or by any person acting as a Director are valid notwithstanding:

(a) any defect in the appointment of any Director or person acting as a Director; or

(b) that they or any of them were disqualified; or

(c) any irregularity in a notice of meeting.

9.10 Other procedures

Except as set out in this clause 9, the Board may regulate its own procedure. The provisions of the Third Schedule of the Act do not apply to proceedings of the Board except to the extent that those provisions are included in this Constitution.

10. Directors’ Interests

10.1 Disclosure of Interests

A Director must comply with the provisions of section 140 of the Act (relating to disclosure of Interest of directors) but failure to comply with that section does not affect the operation of clause 10.2.

10.2 Personal involvement of Directors

Notwithstanding any rule of law or equity to the contrary, but subject to sections 107(3) and 141 of the Act (relating to avoidance of transactions in which a director is Interested) and section 199(2) of the Act (prohibiting a director from acting as auditor of a company), a Director may:

8

(a) contract with the Company in any capacity;

(b) be a party to any transaction with the Company;

(c) have any direct or indirect personal involvement or Interest in any transaction or arrangement to which the Company is a party or in which it is otherwise directly or indirectly interested or involved;

(d) become a Director or other officer of, or otherwise Interested in, any company promoted by the Company or in which the Company may be directly or indirectly interested as a Shareholder or otherwise;

(e) retain any remuneration, profit or benefits in relation to any of the foregoing; and

(f) be involved in a transaction (or another entity in which the Director has an interest or involvement may be involved in a transaction) which the Company may have otherwise been interested in and a Director shall have no obligation to refer any corporate opportunity to the Company or to enable the Company to pursue any corporate opportunity which the Director or any person in any way associated with the Director intends to pursue,

and no contract or arrangement of any kind referred to in this clause may be avoided by reason of a Director’s Interest.

10.3 Interested Directors may vote

A Director who is Interested in a transaction entered into, or to be entered into, by the Company may:

(a) vote on any matter relating to the transaction;

(b) attend a meeting of the Board at which any matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum;

(c) sign a document relating to the transaction on behalf of the Company; and

(d) do any other thing in his or her capacity as a Director in relation to the transaction,

as if the Director were not Interested in the transaction.

10.4 Interests of holding company

Any Director may, when exercising powers or performing duties as a Director, act in a manner which he or she believes is in the best interests of any company which is the Company's direct or indirect holding company, even though it may not be in the best interests of the Company.

11. Directors' remuneration and other benefits

11.1 Remuneration and benefits

The Board may exercise the power conferred by section 161 of the Act to authorise any payment or other benefit of the kind referred to in that section.

11.2 Expenses

9

Each Director is entitled to be paid for all reasonable travelling, accommodation and other expenses incurred by the Director in connection with the Director's attendance at meetings or otherwise in connection with the Company's business.

12. Indemnity and insurance for Directors and employees

12.1 Indemnity for Directors

Every Director will be indemnified by the Company for any costs referred to in section 162(3) of the Act and any liability or costs referred to in section 162(4) of the Act.

12.2 Indemnities and insurance

In addition to the indemnity set out in clause 12.1, the Company may:

(a) indemnify a director or employee of the Company or a related company for any costs referred to in section 162(3) of the Act;

(b) indemnify a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(4) of the Act; and

(c) effect insurance for a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(5) of the Act.

12.3 Interpretation

Words given extended meanings by section 162(9) of the Act have those extended meanings in this clause 12.

13. Dividends

The Board may, subject to the Act and this Constitution, authorise the payment of dividends by the Company at times, and of amounts, and in such form as it thinks fit and may do everything which is necessary or expedient to give effect to the payment of such dividends. Prior to authorising the payment of a dividend, the Board must be satisfied on reasonable grounds that the Company will immediately after payment of the dividend satisfy the solvency test.

14. Notices

All notices, reports, accounts or documents required to be sent to a Shareholder must be sent in the manner set out in section 391 of the Act. Notices to any other person must be sent in the same manner as if that person was a Shareholder.

15. Liquidation

15.1 Distribution of surplus

Subject to the rights of any Shareholders and to clauses 15.2 and 15.3, upon the liquidation of the Company the surplus assets of the Company (if any) must be distributed among the Shareholders in proportion to their Shareholding. If any Shareholder's Shares are not fully paid up the liquidator of the Company may require those Shares to be fully paid up before the

10

Shareholder receives any distribution of the surplus assets of the Company in respect of those Shares.

15.2 Distribution in kind

With the approval of the Shareholders by Ordinary Resolution, the liquidator of the Company may divide amongst the Shareholders in kind the whole or any part of the assets of the Company (whether or not they are of the same kind) and for that purpose the liquidator may:

(a) attribute values to assets as the liquidator considers appropriate; and

(b) determine how the division will be carried out as between the Shareholders or different classes of Shareholders.

15.3 Trusts

With the approval of the Shareholders by Ordinary Resolution, the liquidator may vest the whole or any part of any surplus assets of the Company in trustees upon trust for the benefit of Shareholders. The liquidator may determine the terms of the trust.

16. Method of contracting

16.1 Deeds

A deed which is to be entered into by the Company may be signed on behalf of the Company, by:

(a) two or more Directors; or

(b) if there is only one Director, by that Director whose signature must be witnessed; or

(c) one or more attorneys appointed by the Company; or

(d) any Director, or any person authorised by the Board, whose signature must be witnessed.

16.2 Other written contracts

An obligation or contract which is required by law to be in writing, and any other written obligation or contract which is to be entered into by the Company, may be signed on behalf of the Company by a person acting under the express or implied authority of the Company.

16.3 Other obligations

Any other obligation or contract may be entered into on behalf of the Company in writing or orally by a person acting under the express or implied authority of the Company.

11

EX-1.15

Certificate of Incorporation

CLOSURE SYSTEMS INTERNATIONAL LIMITED 6470652

NZBN: 9429046384355

This is to certify that CLOSURE SYSTEMS INTERNATIONAL LIMITED was incorporated under the Companies Act 1993 on the 29th day of September 2017.

Registrar of Companies 2nd day of October 2017

For further details relating to this company check http://app.companiesoffice.govt.nz/co/6470652 Certificate generated 02 October 2017 05:02 PM NZDT

EX-1.16

Constitution

of

Closure Systems International Limited

This document is the Constitution of Closure Systems International Limited as certified as such on of September 2017 by Gregory Alan Cole as a director of the company.

Certified as the Constitution of the Company

/s/ G A Cole____________________ G A Cole

Contents

1.Interpretation    1

2.Companies Act 1993    2

3.Rights attaching to Shares    2

4.Issue, consolidation, subdivision, repurchase and transfer of Shares    3

5.Exercise of powers of Shareholders    4

6.Meetings of Shareholders    4

7.Appointment and removal of Directors    5

8.Powers of Directors    6

9.Proceedings of the Board    7

10.Directors’ Interests    9

11.Directors' remuneration and other benefits    10

12.Indemnity and insurance for Directors and employees    10

13.Dividends    10

14.Notices    11

15.Liquidation    11

16.Method of contracting    11

i

Constitution of Closure Systems International Limited

1. Interpretation

1.1 Definitions

In this Constitution, unless the context otherwise requires:

Act means the Companies Act 1993;

Alternate Director means a person appointed as an alternate of a Director pursuant to clause 7.4;

Board means Directors who number not less than the required quorum acting together as the board of directors of the Company;

Class means a class of Shares having attached to them identical rights, privileges, limitations and conditions;

Company means Closure Systems International Limited;

Constitution means this constitution, as altered from time to time;

Director means a person appointed as a director of the Company;

Interested has the meaning set out in section 139 of the Act (and Interest shall be interpreted accordingly);

Ordinary Resolution means a resolution passed by a simple majority of the votes of Shareholders entitled to vote and voting on the resolution;

Major Shareholder means a person whose name is entered in the share register as the holder for the time being of all of the Shares;

Share means a share issued, or to be issued, by the Company;

Shareholder means a person whose name is entered in the share register as the holder for the time being of one or more Shares; and

Special Resolution means a resolution passed by a majority of 75% or more of the votes of those Shareholders entitled to vote and voting on the resolution.

1.2 Construction

In this Constitution, unless the context otherwise requires:

(a) the headings appear as a matter of convenience and shall not affect the construction of this Constitution;

1

(b) in the absence of an express indication to the contrary, references to clauses or paragraphs are to clauses and paragraphs of this Constitution;

(c) a reference to any statute, statutory regulations or other statutory instrument includes the statute, statutory regulations or instrument as from time to time amended or re-enacted or substituted;

(d) the singular includes the plural and vice versa and one gender includes the other genders;

(e) the words written and writing include facsimile communications and any other means of communication resulting in permanent visible reproduction;

(f) the word person includes any association of persons whether corporate or unincorporate, and any state or government or department or agency thereof, whether or not having separate legal personality;

(g) words or expressions defined in the Act have the same meaning in this Constitution.

2. Companies Act 1993

The Company, the Board, each Director and each Shareholder have the rights, powers, duties and obligations set out in the Act except to the extent that they are negated or modified by the Constitution.

3. Rights attaching to Shares

Subject to the rights of Shares which confer special rights, each Share confers on the holder the right to:

(a) one vote on a poll at a meeting of the Shareholders on any resolution, including any resolution to:

(i) appoint or remove a Director or auditor; or

(ii) adopt a constitution; or

(iii) alter the Company's constitution; or

(iv) approve a major transaction; or

(v) approve an amalgamation of the Company under section 221 of the Act; or

(vi) put the Company into liquidation;

(b) an equal share in dividends authorised by the Board; and

(c) an equal share in the distribution of the surplus assets of the Company.

Each Shareholder has the right to receive notice of and attend every meeting of Shareholders.

2

4. Issue, consolidation, subdivision, repurchase and transfer of Shares

4.1 Issue of new Shares

Further Shares in the Company, including different Classes of Shares and Shares which:

(a) rank equally with, or in priority to, existing Shares; or

(b) have deferred, preferred or other special rights or restrictions, whether as to voting rights or distributions or otherwise; or

(c) confer preferential rights to distributions of capital or income; or

(d) confer special, limited or conditional voting rights; or

(e) do not confer voting rights; or

(f) are redeemable in accordance with section 68 of the Act,

may be issued by the Board.

4.2 Consolidation and subdivision of Shares

The Board may:

(a) consolidate and divide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class; or

(b) subdivide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class.

4.3 Bonus issues

The Board may resolve to apply any amount which is available for distribution to Shareholders either:

(a) in paying up in full Shares or other securities of the Company to be issued credited as fully paid to:

(i) the Shareholders who would be entitled to that amount if it were distributed by way of dividend, and in the same proportions; and

(ii) if applicable, the holders of any other securities of the Company who are entitled by the terms of issue of those securities to participate in bonus issues by the Company, whether at the time the bonus issue is made to the Shareholders, or at some time later, in accordance with their respective entitlements; or

(b) in paying up any amount which is unpaid on any Shares held by the Shareholders referred to in paragraph (a)(i),

or partly in one way and partly in the other.

4.4 Shares in lieu of dividends

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The Board may exercise the right conferred by section 54 of the Act to issue Shares to any Shareholders who have agreed to accept the issue of Shares, wholly or partly, in lieu of proposed dividends or proposed future dividends.

4.5 Share repurchases

The Company may purchase or otherwise acquire Shares issued by it from one or more Shareholders and hold its own Shares.

4.6 Transfer of Shares pursuant to a security interest

Notwithstanding anything in this Constitution or the Act, the Board:

(a) must register any transfer of Shares presented to it; and

(b) shall not refuse to register any transfer of Shares presented to it;

if, in either case, the transfer is pursuant to a security interest granted by the Shareholder of the Shares.

5. Exercise of powers of Shareholders

5.1 Methods of holding meetings

A meeting of Shareholders may be held either:

(a) by a number of Shareholders, who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or

(b) if determined by the Board, by means of audio, or audio and visual, communication by which all Shareholders participating and constituting a quorum can simultaneously hear each other throughout the meeting.

5.2 Exercise of power by meeting or written resolution

A power reserved to the Shareholders by the Act or by this Constitution may be exercised either:

(a) at a meeting of Shareholders; or

(b) by a resolution in writing signed in accordance with section 122 of the Act.

5.3 Powers of Shareholders

Unless otherwise specified in the Act or this Constitution, any power reserved to Shareholders may be exercised and any approval of Shareholders may be given by Ordinary Resolution.

6. Meetings of Shareholders

6.1 Annual meetings

Subject to clause 6.3, the Company must hold an annual meeting not later than:

(a) six months after the balance date of the Company; and

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(b) fifteen months after the previous annual meeting.

6.2 Time and place of annual meeting

Each annual meeting must be held at such time and place as the Board appoints and need not be held in New Zealand.

6.3 Resolution in lieu of annual meeting

It is not necessary for the Company to hold an annual meeting if either:

(a) there is nothing required to be done at that meeting, and the Board has resolved that it is in the interests of the Company to rely on section 120(5) of the Act to not hold an annual meeting for that year; or

(b) everything required to be done at the meeting (by resolution or otherwise) is done by resolution in writing signed in accordance with section 122 of the Act.

6.4 Special meetings

All meetings other than annual meetings are to be called special meetings. A special meeting may be held at any place specified in the notice of meeting and need not be held in New Zealand. Resolutions may be passed by shareholders by resolution in writing signed in accordance with section 122 of the Act.

6.5 Calling of special meetings

A special meeting:

(a) may be called by the Board at any time; and

(b) must be called by the Board on the written request of Shareholders holding Shares carrying together not less than 5% of the voting rights entitled to be exercised on any of the questions to be considered at the meeting.

6.6 Meeting Procedures

The provisions of the First Schedule to the Act govern proceedings of meetings of shareholders.

7. Appointment and removal of Directors

7.1 Number

The number of Directors must not at any time be less than one.

7.2 Appointment and removal of Directors

The Major Shareholder may, from time to time by notice in writing delivered to the Company, appoint, remove and replace any Director. Two or more persons may be appointed as directors by a single notice.

7.3 Vacation of office

A Director will cease to hold office as a Director if the Director:

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(a) becomes bankrupt or makes an arrangement or compromise with the Director's creditors generally; or

(b) dies or becomes disqualified from being a Director pursuant to section 151 of the Act; or

(c) resigns from office by notice in writing to the Company; or

(d) is removed from office pursuant to this Constitution or the Act.

7.4 Appointment and removal of Alternate Directors

The Major Shareholder may, by notice in writing to the Company, appoint any person to be an Alternate Director of a Director and may by notice in writing to the Company remove or replace any Alternate Director.

7.5 Rights of Alternate Director

Each Alternate Director will be entitled to:

(a) receive notices of all meetings of the Board if the Director for whom he or she is an Alternate Director is known to be unavailable to attend meetings;

(b) attend and vote at any such meeting at which the Director for whom he or she is an Alternate Director is not personally present; and

(c) in the absence of the Director for whom he or she is an Alternate Director, perform all the functions, and exercise all the powers, of that Director.

8. Powers of Directors

8.1 Management of Company

Except as provided in this Constitution, the business and affairs of the Company must be managed by, or under the direction or supervision of, the Board.

8.2 Exercise of powers by Board

Subject to the provisions of this Constitution, the Board may exercise all the powers of the Company which are not required, either by the Act or this Constitution, to be exercised by the Shareholders.

8.3 Delegation of powers

The Board may delegate to a committee of Directors, a Director, an employee of the Company or to any other person, any one or more of its powers, other than a power set out in the Second Schedule to the Act.

8.4 Appointment of attorney

The Company may exercise the power conferred by section 181 of the Act to appoint a person as its attorney, either generally or in relation to a specified matter. Any such power of attorney may contain such provisions for the protection of persons dealing with the attorney as the Board thinks fit, and may also authorise any attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.

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8.5 Ratification by Shareholders

Subject to the provisions of section 177 of the Act (relating to ratification of directors' actions), the Shareholders, or any other person in whom a power is vested by this Constitution or the Act, may ratify the purported exercise of that power by a Director or the Board in the same manner as the power may be exercised. The purported exercise of a power that is ratified under this clause is deemed to be, and always to have been, a proper and valid exercise of that power.

9. Proceedings of the Board

9.1 Methods of holding meetings

A meeting of the Board may be held either:

(a) by a number of the Directors who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or

(b) by means of audio, or audio and visual, communication by which all the Directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.

9.2 Notice of meeting

A Director or, if requested by a Director to do so, an employee of the Company approved by the Board for this purpose, may convene a meeting of the Board. Notice of a meeting of Directors must be given to:

(a) every Director; and

(b) any Alternate Director who is an Alternate Director of a Director who is known to be unavailable to attend the meeting.

A meeting of the Board may be held at any place specified in the notice of meeting and need not be held in New Zealand.

9.3 Waiver of irregularity

An irregularity in a notice of meeting is waived if all the Directors entitled to receive notice of the meeting attend or participate in the meeting without protest as to the irregularity or if all Directors entitled to receive notice of the meeting agree to the waiver.

9.4 Quorum

A quorum for a meeting of the Board may be fixed by all of the Directors, and unless so fixed, is a majority of the Directors.

9.5 Chairperson

The Directors may elect one of their number as chairperson of the Board and determine the period for which the chairperson is to hold office. If no chairperson is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for the commencement of the meeting, the Directors present may choose one of their number to be chairperson of the meeting.

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9.6 Votes

Every Director has one vote. In the case of an equality of votes, the chairperson does not have a casting vote. A resolution of the Board is passed if it is agreed to by a majority Directors present without dissent or a majority of the votes cast on it are in favour of it. A Director present at a meeting of the Board is presumed to have agreed to, and to have voted in favour of, a resolution of the Board unless that Director expressly dissents from or expressly abstains from voting on, or votes against, the resolution.

9.7 Resolutions in writing

A resolution in writing, signed or assented to by a majority of the Directors, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form, each signed or assented to by one or more Directors. A copy of any such resolution must be entered in or kept with the records of Board proceedings. The Company must within 14 days after any resolution is passed in accordance with this clause, send a copy of the resolution to each Director who has not signed or assented to the resolution but failure to do so will not invalidate the resolution.

9.8 Minutes

The Board must ensure that minutes are kept of all proceedings at meetings of the Board.

9.9 Validity of acts

All acts done by any meeting of the Board or of a committee of Directors or by any person acting as a Director are valid notwithstanding:

(a) any defect in the appointment of any Director or person acting as a Director; or

(b) that they or any of them were disqualified; or

(c) any irregularity in a notice of meeting.

9.10 Other procedures

Except as set out in this clause 9, the Board may regulate its own procedure. The provisions of the Third Schedule of the Act do not apply to proceedings of the Board except to the extent that those provisions are included in this Constitution.

10. Directors’ Interests

10.1 Disclosure of Interests

A Director must comply with the provisions of section 140 of the Act (relating to disclosure of Interest of directors) but failure to comply with that section does not affect the operation of clause 10.2.

10.2 Personal involvement of Directors

Notwithstanding any rule of law or equity to the contrary, but subject to sections 107(3) and 141 of the Act (relating to avoidance of transactions in which a director is Interested) and section 199(2) of the Act (prohibiting a director from acting as auditor of a company), a Director may:

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(a) contract with the Company in any capacity;

(b) be a party to any transaction with the Company;

(c) have any direct or indirect personal involvement or Interest in any transaction or arrangement to which the Company is a party or in which it is otherwise directly or indirectly interested or involved;

(d) become a Director or other officer of, or otherwise Interested in, any company promoted by the Company or in which the Company may be directly or indirectly interested as a Shareholder or otherwise;

(e) retain any remuneration, profit or benefits in relation to any of the foregoing; and

(f) be involved in a transaction (or another entity in which the Director has an interest or involvement may be involved in a transaction) which the Company may have otherwise been interested in and a Director shall have no obligation to refer any corporate opportunity to the Company or to enable the Company to pursue any corporate opportunity which the Director or any person in any way associated with the Director intends to pursue,

and no contract or arrangement of any kind referred to in this clause may be avoided by reason of a Director’s Interest.

10.3 Interested Directors may vote

A Director who is Interested in a transaction entered into, or to be entered into, by the Company may:

(a) vote on any matter relating to the transaction;

(b) attend a meeting of the Board at which any matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum;

(c) sign a document relating to the transaction on behalf of the Company; and

(d) do any other thing in his or her capacity as a Director in relation to the transaction,

as if the Director were not Interested in the transaction.

10.4 Interests of holding company

Any Director may, when exercising powers or performing duties as a Director, act in a manner which he or she believes is in the best interests of any company which is the Company's direct or indirect holding company, even though it may not be in the best interests of the Company.

11. Directors' remuneration and other benefits

11.1 Remuneration and benefits

The Board may exercise the power conferred by section 161 of the Act to authorise any payment or other benefit of the kind referred to in that section.

11.2 Expenses

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Each Director is entitled to be paid for all reasonable travelling, accommodation and other expenses incurred by the Director in connection with the Director's attendance at meetings or otherwise in connection with the Company's business.

12. Indemnity and insurance for Directors and employees

12.1 Indemnity for Directors

Every Director will be indemnified by the Company for any costs referred to in section 162(3) of the Act and any liability or costs referred to in section 162(4) of the Act.

12.2 Indemnities and insurance

In addition to the indemnity set out in clause 12.1, the Company may:

(a) indemnify a director or employee of the Company or a related company for any costs referred to in section 162(3) of the Act;

(b) indemnify a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(4) of the Act; and

(c) effect insurance for a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(5) of the Act.

12.3 Interpretation

Words given extended meanings by section 162(9) of the Act have those extended meanings in this clause 12.

13. Dividends

The Board may, subject to the Act and this Constitution, authorise the payment of dividends by the Company at times, and of amounts, and in such form as it thinks fit and may do everything which is necessary or expedient to give effect to the payment of such dividends. Prior to authorising the payment of a dividend, the Board must be satisfied on reasonable grounds that the Company will immediately after payment of the dividend satisfy the solvency test.

14. Notices

All notices, reports, accounts or documents required to be sent to a Shareholder must be sent in the manner set out in section 391 of the Act. Notices to any other person must be sent in the same manner as if that person was a Shareholder.

15. Liquidation

15.1 Distribution of surplus

Subject to the rights of any Shareholders and to clauses 15.2 and 15.3, upon the liquidation of the Company the surplus assets of the Company (if any) must be distributed among the Shareholders in proportion to their Shareholding. If any Shareholder's Shares are not fully paid up the liquidator of the Company may require those Shares to be fully paid up before the

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Shareholder receives any distribution of the surplus assets of the Company in respect of those Shares.

15.2 Distribution in kind

With the approval of the Shareholders by Ordinary Resolution, the liquidator of the Company may divide amongst the Shareholders in kind the whole or any part of the assets of the Company (whether or not they are of the same kind) and for that purpose the liquidator may:

(a) attribute values to assets as the liquidator considers appropriate; and

(b) determine how the division will be carried out as between the Shareholders or different classes of Shareholders.

15.3 Trusts

With the approval of the Shareholders by Ordinary Resolution, the liquidator may vest the whole or any part of any surplus assets of the Company in trustees upon trust for the benefit of Shareholders. The liquidator may determine the terms of the trust.

16. Method of contracting

16.1 Deeds

A deed which is to be entered into by the Company may be signed on behalf of the Company, by:

(a) two or more Directors; or

(b) if there is only one Director, by that Director whose signature must be witnessed; or

(c) one or more attorneys appointed by the Company; or

(d) any Director, or any person authorised by the Board, whose signature must be witnessed.

16.2 Other written contracts

An obligation or contract which is required by law to be in writing, and any other written obligation or contract which is to be entered into by the Company, may be signed on behalf of the Company by a person acting under the express or implied authority of the Company.

16.3 Other obligations

Any other obligation or contract may be entered into on behalf of the Company in writing or orally by a person acting under the express or implied authority of the Company.

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EX-1.18

Constitution

of

Taurus Australia Holdings Limited

This document is the Constitution of Taurus Australia Holdings Limited as adopted by the Company by Special Resolution passed on the              day of                             2009.

Certified as the Constitution of the Company

_________________________Authorised Person

Contents

1.Interpretation    1

2.Companies Act 1993    2

3.Rights attaching to Shares    2

4.Issue, consolidation, subdivision, repurchase and transfer of Shares    3

5.Exercise of powers of Shareholders    4

6.Meetings of Shareholders    4

7.Appointment and removal of Directors    5

8.Powers of Directors    6

9.Proceedings of the Board    7

10.Directors’ Interests    8

11.Directors' remuneration and other benefits    9

12.Indemnity and insurance for Directors and employees    10

13.Dividends    10

14.Notices    10

15.Liquidation    10

16.Method of contracting    11

Constitution of Taurus Australia Holdings Limited

1. Interpretation

1.1 Definitions

In this Constitution, unless the context otherwise requires:

Act means the Companies Act 1993;

Alternate Director means a person appointed as an alternate of a Director pursuant to clause 7.4;

Board means Directors who number not less than the required quorum acting together as the board of directors of the Company;

Class means a class of Shares having attached to them identical rights, privileges, limitations and conditions;

Company means Taurus Australia Holdings Limited;

Constitution means this constitution, as altered from time to time;

Director means a person appointed as a director of the Company;

Interested has the meaning set out in section 139 of the Act (and Interest shall be interpreted accordingly);

Ordinary Resolution means a resolution passed by a simple majority of the votes of Shareholders entitled to vote and voting on the resolution;

Major Shareholder means a person whose name is entered in the share register as the holder for the time being of all of the Shares;

Share means a share issued, or to be issued, by the Company;

Shareholder means a person whose name is entered in the share register as the holder for the time being of one or more Shares; and

Special Resolution means a resolution passed by a majority of 75% or more of the votes of those Shareholders entitled to vote and voting on the resolution.

1.2 Construction

In this Constitution, unless the context otherwise requires:

(a) the headings appear as a matter of convenience and shall not affect the construction of this Constitution;

(b) in the absence of an express indication to the contrary, references to clauses or paragraphs are to clauses and paragraphs of this Constitution;

(c) a reference to any statute, statutory regulations or other statutory instrument includes the statute, statutory regulations or instrument as from time to time amended or re-enacted or substituted;

(d) the singular includes the plural and vice versa and one gender includes the other genders;

(e) the words written and writing include facsimile communications and any other means of communication resulting in permanent visible reproduction;

(f) the word person includes any association of persons whether corporate or unincorporate, and any state or government or department or agency thereof, whether or not having separate legal personality;

(g) words or expressions defined in the Act have the same meaning in this Constitution.

2. Companies Act 1993

The Company, the Board, each Director and each Shareholder have the rights, powers, duties and obligations set out in the Act except to the extent that they are negated or modified by the Constitution.

3. Rights attaching to Shares

Subject to the rights of Shares which confer special rights, each Share confers on the holder the right to:

(a) one vote on a poll at a meeting of the Shareholders on any resolution, including any resolution to:

(i) appoint or remove a Director or auditor; or

(ii) adopt a constitution; or

(iii) alter the Company's constitution; or

(iv) approve a major transaction; or

(v) approve an amalgamation of the Company under section 221 of the Act; or

(vi) put the Company into liquidation;

(b) an equal share in dividends authorised by the Board; and

(c) an equal share in the distribution of the surplus assets of the Company.

Each Shareholder has the right to receive notice of and attend every meeting of Shareholders.

4. Issue, consolidation, subdivision, repurchase and transfer of Shares

4.1 Issue of new Shares

Further Shares in the Company, including different Classes of Shares and Shares which:

(a) rank equally with, or in priority to, existing Shares; or

(b) have deferred, preferred or other special rights or restrictions, whether as to voting rights or distributions or otherwise; or

(c) confer preferential rights to distributions of capital or income; or

(d) confer special, limited or conditional voting rights; or

(e) do not confer voting rights; or

(f) are redeemable in accordance with section 68 of the Act,

may be issued by the Board.

4.2 Consolidation and subdivision of Shares

The Board may:

(a) consolidate and divide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class; or

(b) subdivide the Shares or Shares of any Class in proportion to those Shares or the Shares in that Class.

4.3 Bonus issues

The Board may resolve to apply any amount which is available for distribution to Shareholders either:

(a) in paying up in full Shares or other securities of the Company to be issued credited as fully paid to:

(i) the Shareholders who would be entitled to that amount if it were distributed by way of dividend, and in the same proportions; and

(ii) if applicable, the holders of any other securities of the Company who are entitled by the terms of issue of those securities to participate in bonus issues by the Company, whether at the time the bonus issue is made to the Shareholders, or at some time later, in accordance with their respective entitlements; or

(b) in paying up any amount which is unpaid on any Shares held by the Shareholders referred to in paragraph (a)(i),

or partly in one way and partly in the other.

4.4 Shares in lieu of dividends

The Board may exercise the right conferred by section 54 of the Act to issue Shares to any Shareholders who have agreed to accept the issue of Shares, wholly or partly, in lieu of proposed dividends or proposed future dividends.

4.5 Share repurchases

The Company may purchase or otherwise acquire Shares issued by it from one or more Shareholders and hold its own Shares.

4.6 Transfer of Shares pursuant to a security interest

Notwithstanding anything in this Constitution or the Act, the Board:

(a) must register any transfer of Shares presented to it; and

(b) shall not refuse to register any transfer of Shares presented to it;

if, in either case, the transfer is pursuant to a security interest granted by the Shareholder of the Shares.

5. Exercise of powers of Shareholders

5.1 Methods of holding meetings

A meeting of Shareholders may be held either:

(a) by a number of Shareholders, who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or

(b) if determined by the Board, by means of audio, or audio and visual, communication by which all Shareholders participating and constituting a quorum can simultaneously hear each other throughout the meeting.

5.2 Exercise of power by meeting or written resolution

A power reserved to the Shareholders by the Act or by this Constitution may be exercised either:

(a) at a meeting of Shareholders; or

(b) by a resolution in writing signed in accordance with section 122 of the Act.

5.3 Powers of Shareholders

Unless otherwise specified in the Act or this Constitution, any power reserved to Shareholders may be exercised and any approval of Shareholders may be given by Ordinary Resolution.

6. Meetings of Shareholders

6.1 Annual meetings

Subject to clause 6.3, the Company must hold an annual meeting not later than:

(a) six months after the balance date of the Company or, if the Company is an exempt company (as that term is defined in the Financial Reporting Act 1993) and all the Shareholders agree, ten months after the balance date of the Company; and

(b) fifteen months after the previous annual meeting.

6.2 Time and place of annual meeting

Each annual meeting must be held at such time and place as the Board appoints and need not be held in New Zealand.

6.3 Resolution in lieu of annual meeting

It is not necessary for the Company to hold an annual meeting if everything required to be done at the meeting (by resolution or otherwise) is done by resolution in writing signed in accordance with section 122 of the Act.

6.4 Special meetings

All meetings other than annual meetings are to be called special meetings. A special meeting may be held at any place specified in the notice of meeting and need not be held in New Zealand. Resolutions may be passed by shareholders by resolution in writing signed in accordance with section 122 of the Act.

6.5 Calling of special meetings

A special meeting:

(a) may be called by the Board at any time; and

(b) must be called by the Board on the written request of Shareholders holding Shares carrying together not less than 5% of the voting rights entitled to be exercised on any of the questions to be considered at the meeting.

6.6 Meeting Procedures

The provisions of the First Schedule to the Act govern proceedings of meetings of shareholders.

7. Appointment and removal of Directors

7.1 Number

The number of Directors must not at any time be less than one.

7.2 Appointment and removal of Directors

The Major Shareholder may, from time to time by notice in writing delivered to the Company, appoint, remove and replace any Director. Two or more persons may be appointed as directors by a single notice.

7.3 Vacation of office

A Director will cease to hold office as a Director if the Director:

(a) becomes bankrupt or makes an arrangement or compromise with the Director's creditors generally; or

(b) dies or becomes disqualified from being a Director pursuant to section 151 of the Act; or

(c) resigns from office by notice in writing to the Company; or

(d) is removed from office pursuant to this Constitution or the Act.

7.4 Appointment and removal of Alternate Directors

The Major Shareholder may, by notice in writing to the Company, appoint any person to be an Alternate Director of a Director and may by notice in writing to the Company remove or replace any Alternate Director.

7.5 Rights of Alternate Director

Each Alternate Director will be entitled to:

(a) receive notices of all meetings of the Board if the Director for whom he or she is an Alternate Director is known to be unavailable to attend meetings;

(b) attend and vote at any such meeting at which the Director for whom he or she is an Alternate Director is not personally present; and

(c) in the absence of the Director for whom he or she is an Alternate Director, perform all the functions, and exercise all the powers, of that Director.

8. Powers of Directors

8.1 Management of Company

Except as provided in this Constitution, the business and affairs of the Company must be managed by, or under the direction or supervision of, the Board.

8.2 Exercise of powers by Board

Subject to the provisions of this Constitution, the Board may exercise all the powers of the Company which are not required, either by the Act or this Constitution, to be exercised by the Shareholders.

8.3 Delegation of powers

The Board may delegate to a committee of Directors, a Director, an employee of the Company or to any other person, any one or more of its powers, other than a power set out in the Second Schedule to the Act.

8.4 Appointment of attorney

The Company may exercise the power conferred by section 181 of the Act to appoint a person as its attorney, either generally or in relation to a specified matter. Any such power of attorney may contain such provisions for the protection of persons dealing with the attorney as the Board thinks fit, and may also authorise any attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.

8.5 Ratification by Shareholders

Subject to the provisions of section 177 of the Act (relating to ratification of directors' actions), the Shareholders, or any other person in whom a power is vested by this Constitution or the Act, may ratify the purported exercise of that power by a Director or the Board in the same manner as the power may be exercised. The purported exercise of a power that is ratified under this clause is deemed to be, and always to have been, a proper and valid exercise of that power.

9. Proceedings of the Board

9.1 Methods of holding meetings

A meeting of the Board may be held either:

(a) by a number of the Directors who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or

(b) by means of audio, or audio and visual, communication by which all the Directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.

9.2 Notice of meeting

A Director or, if requested by a Director to do so, an employee of the Company approved by the Board for this purpose, may convene a meeting of the Board. Notice of a meeting of Directors must be given to:

(a) every Director; and

(b) any Alternate Director who is an Alternate Director of a Director who is known to be unavailable to attend the meeting.

A meeting of the Board may be held at any place specified in the notice of meeting and need not be held in New Zealand.

9.3 Waiver of irregularity

An irregularity in a notice of meeting is waived if all the Directors entitled to receive notice of the meeting attend or participate in the meeting without protest as to the irregularity or if all Directors entitled to receive notice of the meeting agree to the waiver.

9.4 Quorum

A quorum for a meeting of the Board may be fixed by all of the Directors, and unless so fixed, is a majority of the Directors.

9.5 Chairperson

The Directors may elect one of their number as chairperson of the Board and determine the period for which the chairperson is to hold office. If no chairperson is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for the commencement of the meeting, the Directors present may choose one of their number to be chairperson of the meeting.

9.6 Votes

Every Director has one vote. In the case of an equality of votes, the chairperson does not have a casting vote. A resolution of the Board is passed if it is agreed to by a majority Directors present without dissent or a majority of the votes cast on it are in favour of it. A Director present at a meeting of the Board is presumed to have agreed to, and to have voted in favour of, a resolution of the Board unless that Director expressly dissents from or expressly abstains from voting on, or votes against, the resolution.

9.7 Resolutions in writing

A resolution in writing, signed or assented to by a majority of the Directors, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form, each signed or assented to by one or more Directors. A copy of any such resolution must be entered in or kept with the records of Board proceedings. The Company must within 14 days after any resolution is passed in accordance with this clause, send a copy of the resolution to each Director who has not signed or assented to the resolution but failure to do so will not invalidate the resolution.

9.8 Minutes

The Board must ensure that minutes are kept of all proceedings at meetings of the Board.

9.9 Validity of acts

All acts done by any meeting of the Board or of a committee of Directors or by any person acting as a Director are valid notwithstanding:

(a) any defect in the appointment of any Director or person acting as a Director; or

(b) that they or any of them were disqualified; or

(c) any irregularity in a notice of meeting.

9.10 Other procedures

Except as set out in this clause 9, the Board may regulate its own procedure. The provisions of the Third Schedule of the Act do not apply to proceedings of the Board except to the extent that those provisions are included in this Constitution.

10. Directors’ Interests

10.1 Disclosure of Interests

A Director must comply with the provisions of section 140 of the Act (relating to disclosure of Interest of directors) but failure to comply with that section does not affect the operation of clause 10.2.

10.2 Personal involvement of Directors

Notwithstanding any rule of law or equity to the contrary, but subject to sections 107(3) and 141 of the Act (relating to avoidance of transactions in which a director is Interested) and section 199(2) of the Act (prohibiting a director from acting as auditor of a company), a Director may:

(a) contract with the Company in any capacity;

(b) be a party to any transaction with the Company;

(c) have any direct or indirect personal involvement or Interest in any transaction or arrangement to which the Company is a party or in which it is otherwise directly or indirectly interested or involved;

(d) become a Director or other officer of, or otherwise Interested in, any company promoted by the Company or in which the Company may be directly or indirectly interested as a Shareholder or otherwise;

(e) retain any remuneration, profit or benefits in relation to any of the foregoing; and

(f) be involved in a transaction (or another entity in which the Director has an interest or involvement may be involved in a transaction) which the Company may have otherwise been interested in and a Director shall have no obligation to refer any corporate opportunity to the Company or to enable the Company to pursue any corporate opportunity which the Director or any person in any way associated with the Director intends to pursue,

and no contract or arrangement of any kind referred to in this clause may be avoided by reason of a Director’s Interest.

10.3 Interested Directors may vote

A Director who is Interested in a transaction entered into, or to be entered into, by the Company may:

(a) vote on any matter relating to the transaction;

(b) attend a meeting of the Board at which any matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum;

(c) sign a document relating to the transaction on behalf of the Company; and

(d) do any other thing in his or her capacity as a Director in relation to the transaction,

as if the Director were not Interested in the transaction.

10.4 Interests of holding company

Any Director may, when exercising powers or performing duties as a Director, act in a manner which he or she believes is in the best interests of any company which is the Company's direct or indirect holding company, even though it may not be in the best interests of the Company.

11. Directors' remuneration and other benefits

11.1 Remuneration and benefits

The Board may exercise the power conferred by section 161 of the Act to authorise any payment or other benefit of the kind referred to in that section.

11.2 Expenses

Each Director is entitled to be paid for all reasonable travelling, accommodation and other expenses incurred by the Director in connection with the Director's attendance at meetings or otherwise in connection with the Company's business.

12. Indemnity and insurance for Directors and employees

12.1 Indemnity for Directors

Every Director will be indemnified by the Company for any costs referred to in section 162(3) of the Act and any liability or costs referred to in section 162(4) of the Act.

12.2 Indemnities and insurance

In addition to the indemnity set out in clause 12.1, the Company may:

(a) indemnify a director or employee of the Company or a related company for any costs referred to in section 162(3) of the Act;

(b) indemnify a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(4) of the Act; and

(c) effect insurance for a director or employee of the Company or a related company in respect of any liability or costs referred to in section 162(5) of the Act.

12.3 Interpretation

Words given extended meanings by section 162(9) of the Act have those extended meanings in this clause 12.

13. Dividends

The Board may, subject to the Act and this Constitution, authorise the payment of dividends by the Company at times, and of amounts, and in such form as it thinks fit and may do everything which is necessary or expedient to give effect to the payment of such dividends. Prior to authorising the payment of a dividend, the Board must be satisfied on reasonable grounds that the Company will immediately after payment of the dividend satisfy the solvency test.

14. Notices

All notices, reports, accounts or documents required to be sent to a Shareholder must be sent in the manner set out in section 391 of the Act. Notices to any other person must be sent in the same manner as if that person was a Shareholder.

15. Liquidation

15.1 Distribution of surplus

Subject to the rights of any Shareholders and to clauses 15.2 and 15.3, upon the liquidation of the Company the surplus assets of the Company (if any) must be distributed among the Shareholders in proportion to their Shareholding. If any Shareholder's Shares are not fully paid up the liquidator of the Company may require those Shares to be fully paid up before the Shareholder receives any distribution of the surplus assets of the Company in respect of those Shares.

15.2 Distribution in kind

With the approval of the Shareholders by Ordinary Resolution, the liquidator of the Company may divide amongst the Shareholders in kind the whole or any part of the assets of the Company (whether or not they are of the same kind) and for that purpose the liquidator may:

(a) attribute values to assets as the liquidator considers appropriate; and

(b) determine how the division will be carried out as between the Shareholders or different classes of Shareholders.

15.3 Trusts

With the approval of the Shareholders by Ordinary Resolution, the liquidator may vest the whole or any part of any surplus assets of the Company in trustees upon trust for the benefit of Shareholders. The liquidator may determine the terms of the trust.

16. Method of contracting

16.1 Deeds

A deed which is to be entered into by the Company may be signed on behalf of the Company, by:

(a) two or more Directors; or

(b) if there is only one Director, by that Director whose signature must be witnessed; or

(c) one or more attorneys appointed by the Company; or

(d) any Director, or any person authorised by the Board, whose signature must be witnessed.

16.2 Other written contracts

An obligation or contract which is required by law to be in writing, and any other written obligation or contract which is to be entered into by the Company, may be signed on behalf of the Company by a person acting under the express or implied authority of the Company.

16.3 Other obligations

Any other obligation or contract may be entered into on behalf of the Company in writing or orally by a person acting under the express or implied authority of the Company.

AUCKLAND VERO CENTRE, 48 SHORTLAND STREET

PO BOX 4199, AUCKLAND 1140, DX CP20509, NEW ZEALAND

TEL 64 9 916 8800 FAX 64 9 916 8801

EX-1.55

CERTIFICATE OF FORMATION

OF

GEC PACKAGING TECHNOLOGIES LLC

This Certificate of Formation of GEC Packaging Technologies LLC (the "Company"), dated on the August 5, 2016, is beingduly executed and filed by Joseph E. Doyle, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

FIRST. The name of the limited liability company formed is GEC Packaging Technologies LLC.

SECOND. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is: The Corporation Trust Company - Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801.

FOURTH. The formation of the limited liability company will be effective on August 11, 2016.

lN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first written above.

By:    /s/ Joseph E. Doyle        

Name:    Joseph E. Doyle

Title:    Authorized Person

EX-1.63

CERTIFICATE OF FORMATION

OF

GPC US LLC

The undersigned authorized person, desiring to form a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, hereby certifies as follows:

FIRST. The name of the limited liability company is GPC US LLC (the "Company").

SECOND. The address of the Company's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The formation of the limited liability company will be effective upon filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned, as authorized representative of the Company, has executed this Certificate of Formation as of October 26, 2017.

By:    /s/ Tracy Reeves            

Tracy Reeves,

Authorized Representative

Step 3b – Formation of GPC US LLC

EX-1.64

LIMITED LIABILITY COMPANY AGREEMENT

OF

GPC US LLC

This Limited Liability Company Agreement (the “Agreement”) of GPC US LLC (the “Company”), dated as of October 26, 2017, is entered into by Graham Packaging Company Inc. as its sole member (the “Sole Member”).

WHEREAS, the Company was formed pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”); and

WHEREAS, the Sole Member wishes to adopt a limited liability company agreement to provide for the management and administration of the Company.

NOW, THEREFORE, the Sole Member hereby agrees as follows:

1.Name. The name of the limited liability company is GPC US LLC.

2.Purpose. The purpose of the Company, and the nature of the business to be conducted and promoted by the Company, is to engage in any lawful act or activity for which limited liability companies may be formed under the Act and to engage in any and all activities necessary, advisable or incidental to the foregoing.

3.Powers of the Company. Subject to any limitations set forth in this Agreement, the Company, and the Manager (as defined below) on behalf of the Company, shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2, including, without limitation, the power to borrow money and issue evidences of indebtedness in furtherance of the purposes of the Company.

4.Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other address as may hereafter be determined by the Sole Member. The Company may also have offices at such other places within or outside the State of Delaware as the Sole Member may from time to time designate or the business of the Company may require.

5.Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other registered agent, name and address as may hereafter be determined by the Sole Member.

6.Fiscal Year. The fiscal year of the Company shall end on December 31.

7.Sole Member. The name and the business, residence or mailing address of the Sole Member is as follows:

Name	Address
Graham Packaging Company Inc.	700 Indian Springs Drive, Suite 100 Lancaster, Pennsylvania 17601

8.Management. The business and affairs of the Company shall be managed by a manager, which, as of the date of this Agreement, shall be the Sole Member (when acting in such capacity, the “Manager”). The Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware. The Manager shall have the right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise act for and on behalf of the Company. The Manager may from time to time delegate the management of the Company to one or more designated directors and/or officers of the Company, or any other person, with such power and authority as the Manager may prescribe from time to time.

9.Authorized Person. Each of the Manager and Tracy Reeves are hereby designated as a person who is authorized by the Act (the “Authorized Person”) to execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware. The Authorized Person may execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to conduct business in a jurisdiction in which the Company may wish to conduct business and any documents otherwise required in order for the Company to conduct business. The Manager hereby approves and ratifies the execution and filing by Tracy Reeves, as a person who is authorized by the Act to execute such certificate, within the meaning of the Act, of the Certificate of Formation of the Company, to be effective on October 26, 2017.

10.Officers.

(a)The day-to-day functions of the Company may be performed by a person or persons appointed as an officer or officers of the Company (each, an “Officer”). The Manager may appoint such Officers as it deems appropriate, and each such Officer so appointed shall have such authority and perform such duties as the Manager may, from time to time, delegate to him or her. Each Officer shall hold office until his or her successor is appointed or until his or her earlier death or until his or her earlier resignation or removal in accordance with this Agreement.

(a)Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Manager. The acceptance of the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed at any time by the Manager, with or without cause.

11.Dissolution.

(a)    The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)    the written consent of the Sole Member;

(ii)     at any time there is no member of the Company, unless the Company is continued pursuant to the Act; or

(iii)     the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(a)The bankruptcy of the Sole Member will not cause the Sole Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(b)In the event of dissolution of the Company in accordance with this Agreement, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

12.Capital Contributions. The Sole Member is not required to make any capital contributions to the Company. The Sole Member may make capital contributions to the Company in the form of cash, property, services or otherwise, at any time and upon such contribution, the Sole Member’s capital account balance shall be adjusted accordingly.

13.Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Manager. Notwithstanding anything to the contrary contained herein, the Company shall not be required to make a distribution to the Sole Member on account of the interest of the Sole Member in the Company if such distribution would violate the Act, any other applicable law or any material agreement or other instrument to which the Company is or becomes a party.

14.Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Sole Member. The admission of an additional member of the Company shall be effective upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.

15.Resignation of Sole Member. The Sole Member may not resign from the Company unless an additional member of the Company shall be admitted by the Company, subject to Section 14, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Sole Member shall cease to be a member of the Company.

16.Restrictions on Transfers. The Sole Member has the right to sell, assign or dispose of or otherwise transfer, pledge or encumber (each, a “Transfer”), all or any of its limited liability company interest in the Company, effective upon written notice of such Transfer to the Company. Upon the receipt of such notice, the transferee will become a member of the Company and succeed to the limited liability interests transferred to such transferee.

17.Liability of Sole Member. The Sole Member shall not be obligated personally for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise.

18.Exculpation and Indemnification. No Officer (each Officer of the Company, a “Covered Person”) shall be liable to the Company, the Sole Member, any other person or entity who or that has an interest in the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. To the full extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions.

19.Amendment. Any amendment to this Agreement shall require the written consent of the Sole Member only.

20.Severability. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Sole Member with respect to the subject matter hereof and supersedes all prior agreements and undertakings, if any, with respect hereto.

22.Governing Law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.

23.Effectiveness. Pursuant to Section 18‑201(d) of the Act, this Agreement shall be effective as of October 26, 2017.

[Remainder of page intentionally left blank;
Signature page follows.]

IN WITNESS WHEREOF, the undersigned, being the Sole Member of the Company, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

GRAHAM PACKAGING COMPANY INC.

By:    /s/ Tracy Reeves            

Tracy Reeves,

Vice President, General Counsel

and Secretary

Step 3c – LLC Agreement of GPC US LLC

EX-1.74

CERTIFICATE OF FORMATION

OF

GRAHAM PACKAGING PLASTIC PRODUCTS LLC

The undersigned authorized person, desiring to form a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, hereby certifies as follows:

FIRST. The name of the limited liability company is Graham Packaging Plastic Products LLC (the "Company").

SECOND. The address of the Company's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The formation of the limited liability company will be effective on December 30, 2017.

IN WITNESS WHEREOF, the undersigned, as authorized representative of the Company, has executed this Certificate of Formation as of December 29, 2017.

By:    /s/ Tracy Reeves            

Tracy Reeves,

Authorized Representative

Step 8c – Certificate of Formation of GPPP

EX-1.75

CERTIFICATE OF CONVERSION

OF

GRAHAM PACKAGING PLASTIC PRODUCTS INC.

TO

GRAHAM PACKAGING PLASTIC PRODUCTS LLC

This Certificate of Conversion to a Limited Liability Company, dated as of December 29, 2017, has been duly executed and is being filed by Graham Packaging Plastic Products Inc., a Delaware corporation (the “Company”), to convert the Company to a Delaware limited liability company pursuant to Section 18-214 of the Delaware Limited Liability Company Act.

1.The Company’s name immediately prior to the filing of this Certificate of Conversion to a Limited Liability Company was Graham Packaging Plastic Products Inc.

2.The Company filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware and was first incorporated on June 15, 1960 in the State of Delaware, and was incorporated in the State of Delaware immediately prior to the filing of this Certificate of Conversion to a Limited Liability Company.

3.The name of the Delaware limited liability company into which the Company shall be converted as set forth in its Certificate of Formation is Graham Packaging Plastic Products LLC.

4.The conversion of the Company to the Delaware limited liability company has been approved in accordance with the provisions of Sections 141(f), 228 and 266 of the General Corporation Law of the State of Delaware.

5.The conversion of the Company to the Delaware limited liability company shall be effective on December 30, 2017.

[Remainder of the page intentionally left blank;
Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion to a Limited Liability Company this 29^th day of December, 2017.

GRAHAM PACKAGING PLASTIC

PRODUCTS INC.

By:    /s/ Tracy Reeves            

Tracy Reeves,

Vice President, General Counsel

and Secretary

Step 8b – Certificate of Conversion of GPPP

EX-1.76

LIMITED LIABILITY COMPANY AGREEMENT

OF

GRAHAM PACKAGING PLASTIC PRODUCTS LLC

This Limited Liability Company Agreement (“Agreement”) of Graham Packaging Plastic Products LLC (“Company”), dated as of December 30, 2017, is entered into by Graham Packaging Acquisition Corp. as its sole member (“Sole Member”).

WHEREAS, the Company was formed pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (“Act”); and

WHEREAS, the Sole Member wishes to adopt a limited liability company agreement to provide for the management and administration of the Company.

NOW, THEREFORE, the Sole Member hereby agrees as follows:

1.Name. The name of the limited liability company is Graham Packaging Plastic Products LLC.

2.Purpose. The purpose of the Company, and the nature of the business to be conducted and promoted by the Company, is to engage in any lawful act or activity for which limited liability companies may be formed under the Act and to engage in any and all activities necessary, advisable or incidental to the foregoing.

3.Powers of the Company. Subject to any limitations set forth in this Agreement, the Company, and the Manager (as defined below) on behalf of the Company, shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2, including, without limitation, the power to borrow money and issue evidences of indebtedness in furtherance of the purposes of the Company.

4.Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other address as may hereafter be determined by the Sole Member. The Company may also have offices at such other places within or outside the State of Delaware as the Sole Member may from time to time designate or the business of the Company may require.

5.Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other registered agent, name and address as may hereafter be determined by the Sole Member.

6.Fiscal Year. The fiscal year of the Company shall end on December 31.

7.Sole Member. The name and the business, residence or mailing address of the Sole Member is as follows:

Name	Address
Graham Packaging Acquistion Corp.	700 Indian Springs Drive, Suite 100 Lancaster, Pennsylvania 17601

8.Management. The business and affairs of the Company shall be managed by a manager, which, as of the date of this Agreement, shall be the Sole Member (when acting in such capacity, “Manager”). The Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware. The Manager shall have the right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise act for and on behalf of the Company. The Manager may from time to time delegate the management of the Company to one or more designated directors and/or officers of the Company, or any other person, with such power and authority as the Manager may prescribe from time to time.

9.Authorized Person. Each of the Manager and Tracy Reeves are hereby designated as a person who is authorized by the Act (“Authorized Person”) to execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware. The Authorized Person may execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to conduct business in a jurisdiction in which the Company may wish to conduct business and any documents otherwise required in order for the Company to conduct business. The Manager hereby approves and ratifies the execution and filing by Tracy Reeves, as a person who is authorized by the Act to execute such certificate, within the meaning of the Act, of the certificate of formation of the Company, to be effective on December 30, 2017.

10.Officers.

(a)The day-to-day functions of the Company may be performed by a person or persons appointed as an officer or officers of the Company (each, an “Officer”). The Manager may appoint such Officers as it deems appropriate, and each such Officer so appointed shall have such authority and perform such duties as the Manager may, from time to time, delegate to him or her. Each Officer shall hold office until his or her successor is appointed or until his or her earlier death or until his or her earlier resignation or removal in accordance with this Agreement.

(a)Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Manager. The acceptance of the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed at any time by the Manager, with or without cause.

11.Dissolution.

(a)    The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)    the written consent of the Sole Member;

(ii)     at any time there is no member of the Company, unless the Company is continued pursuant to the Act; or

(iii)     the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(a)The bankruptcy of the Sole Member will not cause the Sole Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(b)In the event of dissolution of the Company in accordance with this Agreement, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

12.Capital Contributions. The Sole Member is not required to make any capital contributions to the Company. The Sole Member may make capital contributions to the Company in the form of cash, property, services or otherwise, at any time and upon such contribution, the Sole Member’s capital account balance shall be adjusted accordingly.

13.Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Manager. Notwithstanding anything to the contrary contained herein, the Company shall not be required to make a distribution to the Sole Member on account of the interest of the Sole Member in the Company if such distribution would violate the Act, any other applicable law or any material agreement or other instrument to which the Company is or becomes a party.

14.Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Sole Member. The admission of an additional member of the Company shall be effective upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.

15.Resignation of Sole Member. The Sole Member may not resign from the Company unless an additional member of the Company shall be admitted by the Company, subject to Section 14, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Sole Member shall cease to be a member of the Company.

16.Restrictions on Transfers. The Sole Member has the right to sell, assign or dispose of or otherwise transfer, pledge or encumber (each, a “Transfer”), all or any of its limited liability company interest in the Company, effective upon written notice of such Transfer to the Company. Upon the receipt of such notice, the transferee will become a member of the Company and succeed to the limited liability interests transferred to such transferee.

17.Liability of Sole Member. The Sole Member shall not be obligated personally for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise.

18.Exculpation and Indemnification. No Officer (each Officer of the Company, a “Covered Person”) shall be liable to the Company, the Sole Member, any other person or entity who or that has an interest in the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. To the full extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions.

19.Amendment. Any amendment to this Agreement shall require the written consent of the Sole Member only.

20.Severability. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Sole Member with respect to the subject matter hereof and supersedes all prior agreements and undertakings, if any, with respect hereto.

22.Governing Law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.

23.Effectiveness. Pursuant to Section 18‑201(d) of the Act, this Agreement shall be effective as of December 30, 2017.

[Remainder of page intentionally left blank;
Signature page follows.]

IN WITNESS WHEREOF, the undersigned, being the Sole Member of the Company, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

GRAHAM PACKAGING ACQUISITION CORP.

By:    /s/ Tracy Reeves            

Tracy Reeves,

Vice President, General Counsel

and Secretary

Step 8d – LLC Agreement of GPPP

EX-1.77

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

GRAHAM PACKAGING PLASTIC PRODUCTS LLC

This Amended and Restated Limited Liability Company Agreement (“Agreement”) of Graham Packaging Plastic Products LLC (“Company”), dated as of January 1, 2018, is entered into by Graham Packaging Company Inc. as its sole member (“Sole Member”).

WHEREAS, the Company was formed pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (“Act”);

WHEREAS, Graham Packaging Acquisition Corp. ("GPAC"), the previous sole member of the Company, entered into Limited Liability Company Agreement dated as of December 30, 2017 ("Original Agreement");

WHEREAS, effective as of December 31, 2017, GPAC merged with and into the Sole Member, and by operation of law, the membership interests held by GPAC in the Company were transferred to the Sole Member;

WHEREAS, the Sole Member now desires to amend and restate the Original Agreement to reflect the current ownership of the Company.

NOW, THEREFORE, the Sole Member hereby agrees that the Original Agreement is amended and restated in its entirety by the Amended and Restated Limited Liability Company Agreement and, as so amended, and restated hereby, shall read in its entirety as follows:

1.Name. The name of the limited liability company is Graham Packaging Plastic Products LLC.

2.Purpose. The purpose of the Company, and the nature of the business to be conducted and promoted by the Company, is to engage in any lawful act or activity for which limited liability companies may be formed under the Act and to engage in any and all activities necessary, advisable or incidental to the foregoing.

3.Powers of the Company. Subject to any limitations set forth in this Agreement, the Company, and the Manager (as defined below) on behalf of the Company, shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2, including, without limitation, the power to borrow money and issue evidences of indebtedness in furtherance of the purposes of the Company.

4.Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other address as may hereafter be determined by the Sole Member. The Company may also have offices at such other places within or outside the State of Delaware as the Sole Member may from time to time designate or the business of the Company may require.

5.Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other registered agent, name and address as may hereafter be determined by the Sole Member.

6.Fiscal Year. The fiscal year of the Company shall end on December 31.

7.Sole Member. The name and the business, residence or mailing address of the Sole Member is as follows:

Name	Address
Graham Packaging Company Inc.	700 Indian Springs Drive, Suite 100 Lancaster, Pennsylvania 17601

8.Management. The business and affairs of the Company shall be managed by a manager, which, as of the date of this Agreement, shall be the Sole Member (when acting in such capacity, “Manager”). The Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware. The Manager shall have the right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise act for and on behalf of the Company. The Manager may from time to time delegate the management of the Company to one or more designated directors and/or officers of the Company, or any other person, with such power and authority as the Manager may prescribe from time to time.

9.Authorized Person. Each of the Manager and Tracy Reeves are hereby designated as a person who is authorized by the Act (“Authorized Person”) to execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware. The Authorized Person may execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to conduct business in a jurisdiction in which the Company may wish to conduct business and any documents otherwise required in order for the Company to conduct business.

10.Officers.

(a)The day-to-day functions of the Company may be performed by a person or persons appointed as an officer or officers of the Company (each, an “Officer”). The Manager may appoint such Officers as it deems appropriate, and each such Officer so appointed shall have such authority and perform such duties as the Manager may, from time to time, delegate to him or her. Each Officer shall hold office until his or her successor is appointed or until his or her earlier death or until his or her earlier resignation or removal in accordance with this Agreement.

(a)Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Manager. The acceptance of the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed at any time by the Manager, with or without cause.

11.Dissolution.

(a)    The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)    the written consent of the Sole Member;

(ii)     at any time there is no member of the Company, unless the Company is continued pursuant to the Act; or

(iii)     the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(a)The bankruptcy of the Sole Member will not cause the Sole Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(b)In the event of dissolution of the Company in accordance with this Agreement, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

12.Capital Contributions. The Sole Member is not required to make any capital contributions to the Company. The Sole Member may make capital contributions to the Company in the form of cash, property, services or otherwise, at any time and upon such contribution, the Sole Member’s capital account balance shall be adjusted accordingly.

13.Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Manager. Notwithstanding anything to the contrary contained herein, the Company shall not be required to make a distribution to the Sole Member on account of the interest of the Sole Member in the Company if such distribution would violate the Act, any other applicable law or any material agreement or other instrument to which the Company is or becomes a party.

14.Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Sole Member. The admission of an additional member of the Company shall be effective upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.

15.Resignation of Sole Member. The Sole Member may not resign from the Company unless an additional member of the Company shall be admitted by the Company, subject to Section 14, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Sole Member shall cease to be a member of the Company.

16.Restrictions on Transfers. The Sole Member has the right to sell, assign or dispose of or otherwise transfer, pledge or encumber (each, a “Transfer”), all or any of its limited liability company interest in the Company, effective upon written notice of such Transfer to the Company. Upon the receipt of such notice, the transferee will become a member of the Company and succeed to the limited liability interests transferred to such transferee.

17.Liability of Sole Member. The Sole Member shall not be obligated personally for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise.

18.Exculpation and Indemnification. No Officer (each Officer of the Company, a “Covered Person”) shall be liable to the Company, the Sole Member, any other person or entity who or that has an interest in the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. To the full extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions.

19.Amendment. Any amendment to this Agreement shall require the written consent of the Sole Member only.

20.Severability. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Sole Member with respect to the subject matter hereof and supersedes all prior agreements and undertakings, if any, with respect hereto.

22.Governing Law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.

23.Effectiveness. Pursuant to Section 18‑201(d) of the Act, this Agreement shall be effective as of January 1, 2018.

[Remainder of page intentionally left blank;
Signature page follows.]

IN WITNESS WHEREOF, the undersigned, being the Sole Member of the Company, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

GRAHAM PACKAGING COMPANY INC.

By:    /s/ Tracy Reeves            

Tracy Reeves,

Vice President, General Counsel

and Secretary

Step 9g – A&R LLC Agreement of GPPP

EX-1.92

CERTIFICATE OF FORMATION

OF

EVERGREEN PACKAGING LLC

The undersigned authorized person, desiring to form a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, hereby certifies as follows:

FIRST. The name of the limited liability company is Evergreen Packaging LLC (the "Company").

SECOND. The address of the Company's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The formation of the limited liability company will be effective on January 1, 2018.

IN WITNESS WHEREOF, the undersigned, as authorized representative of the Company, has executed this Certificate of Formation as of December 7, 2017.

By:    /s/ Mark Lightfoot            

Mark Lightfoot,

Authorized Representative

Step 1c – Certificate of Formation of EPI

EX-1.93

CERTIFICATE OF CONVERSION

OF

EVERGREEN PACKAGING INC.

TO

EVERGREEN PACKAGING LLC

This Certificate of Conversion to a Limited Liability Company, dated as of December 7, 2017, has been duly executed and is being filed by Evergreen Packaging Inc., a Delaware corporation (the “Company”), to convert the Company to a Delaware limited liability company pursuant to Section 18-214 of the Delaware Limited Liability Company Act.

1.The Company’s name immediately prior to the filing of this Certificate of Conversion to a Limited Liability Company was Evergreen Packaging Inc.

2.The Company filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware and was first incorporated on December 5, 2006 in the State of Delaware, and was incorporated in the State of Delaware immediately prior to the filing of this Certificate of Conversion to a Limited Liability Company.

3.The name of the Delaware limited liability company into which the Company shall be converted as set forth in its Certificate of Formation is Evergreen Packaging LLC.

4.The conversion of the Company to the Delaware limited liability company has been approved in accordance with the provisions of Sections 141(f), 228 and 266 of the General Corporation Law of the State of Delaware.

5.The conversion of the Company to the Delaware limited liability company shall be effective on January 1, 2018.

[Remainder of the page intentionally left blank;
Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion to a Limited Liability Company as of the date first-above written.

EVERGREEN PACKAGING INC.

By:    /s/ Mark Lightfoot            

Mark Lightfoot,

Vice President, Secretary

and General Counsel

Step 1b – Certificate of Conversion of EPI

EX-1.94

LIMITED LIABILITY COMPANY AGREEMENT

OF

EVERGREEN PACKAGING LLC

This Limited Liability Company Agreement (the “Agreement”) of Evergreen Packaging LLC (the “Company”), dated as of January 1, 2018, is entered into by Reynolds Group Holdings Inc. as its sole member (the “Sole Member”).

WHEREAS, the Company was formed pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”); and

WHEREAS, the Sole Member wishes to adopt a limited liability company agreement to provide for the management and administration of the Company.

NOW, THEREFORE, the Sole Member hereby agrees as follows:

1.Name. The name of the limited liability company is Evergreen Packaging LLC.

2.Purpose. The purpose of the Company, and the nature of the business to be conducted and promoted by the Company, is to engage in any lawful act or activity for which limited liability companies may be formed under the Act and to engage in any and all activities necessary, advisable or incidental to the foregoing.

3.Powers of the Company. Subject to any limitations set forth in this Agreement, the Company, and the Manager (as defined below) on behalf of the Company, shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2, including, without limitation, the power to borrow money and issue evidences of indebtedness in furtherance of the purposes of the Company.

4.Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other address as may hereafter be determined by the Sole Member. The Company may also have offices at such other places within or outside the State of Delaware as the Sole Member may from time to time designate or the business of the Company may require.

5.Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other registered agent, name and address as may hereafter be determined by the Sole Member.

6.Fiscal Year. The fiscal year of the Company shall end on December 31.

7.Sole Member. The name and the business, residence or mailing address of the Sole Member is as follows:

Name	Address
Reynolds Group Holdings Inc.	1900 W. Field Court Lake Forest Illinois 60045

8.Management.The business and affairs of the Company shall be managed by a manager, which, as of the date of this Agreement, shall be the Sole Member (when acting in such capacity, the “Manager”). The Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware. The Manager shall have the right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise act for and on behalf of the Company. The Manager may from time to time delegate the management of the Company to one or more designated directors and/or officers of the Company, or any other person, with such power and authority as the Manager may prescribe from time to time.

9.Authorized Person.Each of the Manager and Mark Lightfoot are hereby designated as a person who is authorized by the Act (the “Authorized Person”) to execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware. The Authorized Person may execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to conduct business in a jurisdiction in which the Company may wish to conduct business and any documents otherwise required in order for the Company to conduct business. The Manager hereby approves and ratifies the execution and filing by Mark Lightfoot, as a person who is authorized by the Act to execute such certificate, within the meaning of the Act, of the certificate of formation of the Company, to be effective on January 1, 2018.

10.Officers.

(a)The day-to-day functions of the Company may be performed by a person or persons appointed as an officer or officers of the Company (each, an “Officer”). The Manager may appoint such Officers as it deems appropriate, and each such Officer so appointed shall have such authority and perform such duties as the Manager may, from time to time, delegate to him or her. Each Officer shall hold office until his or her successor is appointed or until his or her earlier death or until his or her earlier resignation or removal in accordance with this Agreement.

(a)Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Manager. The acceptance of the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed at any time by the Manager, with or without cause.

11.Dissolution.

(a)    The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)    the written consent of the Sole Member;

(ii)     at any time there is no member of the Company, unless the Company is continued pursuant to the Act; or

(iii)     the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(a)The bankruptcy of the Sole Member will not cause the Sole Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(b)In the event of dissolution of the Company in accordance with this Agreement, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

12.Capital Contributions. The Sole Member is not required to make any capital contributions to the Company. The Sole Member may make capital contributions to the Company in the form of cash, property, services or otherwise, at any time and upon such contribution, the Sole Member’s capital account balance shall be adjusted accordingly.

13.Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Manager. Notwithstanding anything to the contrary contained herein, the Company shall not be required to make a distribution to the Sole Member on account of the interest of the Sole Member in the Company if such distribution would violate the Act, any other applicable law or any material agreement or other instrument to which the Company is or becomes a party.

14.Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Sole Member. The admission of an additional member of the Company shall be effective upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.

15.Resignation of Sole Member. The Sole Member may not resign from the Company unless an additional member of the Company shall be admitted by the Company, subject to Section 14, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Sole Member shall cease to be a member of the Company.

16.Restrictions on Transfers. The Sole Member has the right to sell, assign or dispose of or otherwise transfer, pledge or encumber (each, a “Transfer”), all or any of its limited liability company interest in the Company, effective upon written notice of such Transfer to the Company. Upon the receipt of such notice, the transferee will become a member of the Company and succeed to the limited liability interests transferred to such transferee.

17.Liability of Sole Member. The Sole Member shall not be obligated personally for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise.

18.Exculpation and Indemnification. No Officer (each Officer of the Company, a “Covered Person”) shall be liable to the Company, the Sole Member, any other person or entity who or that has an interest in the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. To the full extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions.

19.Amendment. Any amendment to this Agreement shall require the written consent of the Sole Member only.

20.Severability. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Sole Member with respect to the subject matter hereof and supersedes all prior agreements and undertakings, if any, with respect hereto.

22.Governing Law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.

23.Effectiveness. Pursuant to Section 18‑201(d) of the Act, this Agreement shall be effective as of January 1, 2018.

[Remainder of page intentionally left blank;
Signature page follows.]

IN WITNESS WHEREOF, the undersigned, being the Sole Member of the Company, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

REYNOLDS GROUP HOLDINGS INC.

By:    /s/ Joseph E. Doyle            

Joseph E. Doyle,

Assistant Secretary

Step 1d – LLC Agreement of EPI

EX-1.95

CERTIFICATE OF FORMATION

OF

BLUE RIDGE HOLDING LLC

The undersigned authorized person, desiring to form a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, hereby certifies as follows:

FIRST. The name of the limited liability company is Blue Ridge Holding LLC (the "Company").

SECOND. The address of the Company's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The formation of the limited liability company will be effective on January 1, 2018.

IN WITNESS WHEREOF, the undersigned, as authorized representative of the Company, has executed this Certificate of Formation as of December 7, 2017.

By:    /s/ Mark Lightfoot            

Mark Lightfoot,

Authorized Representative

Step 2c – Certificate of Formation of BRH

EX-1.96

CERTIFICATE OF CONVERSION

OF

BLUE RIDGE HOLDING CORP.

TO

BLUE RIDGE HOLDING LLC

This Certificate of Conversion to a Limited Liability Company, dated as of December 7, 2017, has been duly executed and is being filed by Blue Ridge Holding Corp., a Delaware corporation (the “Company”), to convert the Company to a Delaware limited liability company pursuant to Section 18-214 of the Delaware Limited Liability Company Act.

1.The Company’s name immediately prior to the filing of this Certificate of Conversion to a Limited Liability Company was Blue Ridge Holding Corp.

2.The Company filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware and was first incorporated on March 17, 1999 in the State of Delaware, and was incorporated in the State of Delaware immediately prior to the filing of this Certificate of Conversion to a Limited Liability Company.

3.The name of the Delaware limited liability company into which the Company shall be converted as set forth in its Certificate of Formation is Blue Ridge Holding LLC.

4.The conversion of the Company to the Delaware limited liability company has been approved in accordance with the provisions of Sections 141(f), 228 and 266 of the General Corporation Law of the State of Delaware.

5.The conversion of the Company to the Delaware limited liability company shall be effective on January 1, 2018.

[Remainder of the page intentionally left blank;
Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion to a Limited Liability Company as of the date first-above written.

BLUE RIDGE HOLDING CORP.

By:    /s/ Mark Lightfoot            

Mark Lightfoot,

Vice President, Secretary

and General Counsel

Step 2b – Certificate of Conversion of BRHC

EX-1.97

LIMITED LIABILITY COMPANY AGREEMENT

OF

BLUE RIDGE HOLDING LLC

This Limited Liability Company Agreement (the “Agreement”) of Blue Ridge Holding LLC (the “Company”), dated as of January 1, 2018, is entered into by Evergreen Packaging LLC as its sole member (the “Sole Member”).

WHEREAS, the Company was formed pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”); and

WHEREAS, the Sole Member wishes to adopt a limited liability company agreement to provide for the management and administration of the Company.

NOW, THEREFORE, the Sole Member hereby agrees as follows:

1.Name. The name of the limited liability company is Blue Ridge Holding LLC.

2.Purpose. The purpose of the Company, and the nature of the business to be conducted and promoted by the Company, is to engage in any lawful act or activity for which limited liability companies may be formed under the Act and to engage in any and all activities necessary, advisable or incidental to the foregoing.

3.Powers of the Company. Subject to any limitations set forth in this Agreement, the Company, and the Manager (as defined below) on behalf of the Company, shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2, including, without limitation, the power to borrow money and issue evidences of indebtedness in furtherance of the purposes of the Company.

4.Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other address as may hereafter be determined by the Sole Member. The Company may also have offices at such other places within or outside the State of Delaware as the Sole Member may from time to time designate or the business of the Company may require.

5.Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other registered agent, name and address as may hereafter be determined by the Sole Member.

6.Fiscal Year. The fiscal year of the Company shall end on December 31.

7.Sole Member. The name and the business, residence or mailing address of the Sole Member is as follows:

Name	Address
Evergreen Packaging LLC	5350 Poplar Avenue, Suite 600 Memphis, Tennessee 38119

8.Management.The business and affairs of the Company shall be managed by a manager, which, as of the date of this Agreement, shall be the Sole Member (when acting in such capacity, the “Manager”). The Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware. The Manager shall have the right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise act for and on behalf of the Company. The Manager may from time to time delegate the management of the Company to one or more designated directors and/or officers of the Company, or any other person, with such power and authority as the Manager may prescribe from time to time.

9.Authorized Person.Each of the Manager and Mark Lightfoot are hereby designated as a person who is authorized by the Act (the “Authorized Person”) to execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware. The Authorized Person may execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to conduct business in a jurisdiction in which the Company may wish to conduct business and any documents otherwise required in order for the Company to conduct business. The Manager hereby approves and ratifies the execution and filing by Mark Lightfoot, as a person who is authorized by the Act to execute such certificate, within the meaning of the Act, of the certificate of formation of the Company, to be effective on January 1, 2018.

10.Officers.

(a)The day-to-day functions of the Company may be performed by a person or persons appointed as an officer or officers of the Company (each, an “Officer”). The Manager may appoint such Officers as it deems appropriate, and each such Officer so appointed shall have such authority and perform such duties as the Manager may, from time to time, delegate to him or her. Each Officer shall hold office until his or her successor is appointed or until his or her earlier death or until his or her earlier resignation or removal in accordance with this Agreement.

(a)Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Manager. The acceptance of the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed at any time by the Manager, with or without cause.

11.Dissolution.

(a)    The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)    the written consent of the Sole Member;

(ii)     at any time there is no member of the Company, unless the Company is continued pursuant to the Act; or

(iii)     the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(a)The bankruptcy of the Sole Member will not cause the Sole Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(b)In the event of dissolution of the Company in accordance with this Agreement, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

12.Capital Contributions. The Sole Member is not required to make any capital contributions to the Company. The Sole Member may make capital contributions to the Company in the form of cash, property, services or otherwise, at any time and upon such contribution, the Sole Member’s capital account balance shall be adjusted accordingly.

13.Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Manager. Notwithstanding anything to the contrary contained herein, the Company shall not be required to make a distribution to the Sole Member on account of the interest of the Sole Member in the Company if such distribution would violate the Act, any other applicable law or any material agreement or other instrument to which the Company is or becomes a party.

14.Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Sole Member. The admission of an additional member of the Company shall be effective upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.

15.Resignation of Sole Member. The Sole Member may not resign from the Company unless an additional member of the Company shall be admitted by the Company, subject to Section 14, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Sole Member shall cease to be a member of the Company.

16.Restrictions on Transfers. The Sole Member has the right to sell, assign or dispose of or otherwise transfer, pledge or encumber (each, a “Transfer”), all or any of its limited liability company interest in the Company, effective upon written notice of such Transfer to the Company. Upon the receipt of such notice, the transferee will become a member of the Company and succeed to the limited liability interests transferred to such transferee.

17.Liability of Sole Member. The Sole Member shall not be obligated personally for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise.

18.Exculpation and Indemnification. No Officer (each Officer of the Company, a “Covered Person”) shall be liable to the Company, the Sole Member, any other person or entity who or that has an interest in the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. To the full extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions.

19.Amendment. Any amendment to this Agreement shall require the written consent of the Sole Member only.

20.Severability. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Sole Member with respect to the subject matter hereof and supersedes all prior agreements and undertakings, if any, with respect hereto.

22.Governing Law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.

23.Effectiveness. Pursuant to Section 18‑201(d) of the Act, this Agreement shall be effective as of January 1, 2018.

[Remainder of page intentionally left blank;
Signature page follows.]

IN WITNESS WHEREOF, the undersigned, being the Sole Member of the Company, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

EVERGREEN PACKAGING LLC

By:    /s/ Mark Lightfoot            

Mark Lightfoot,

Vice President, Secretary

and General Counsel

Step 2d – LLC Agreement of BRH

EX-1.98

CERTIFICATE OF FORMATION

OF

BLUE RIDGE PAPER PRODUCTS LLC

The undersigned authorized person, desiring to form a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, hereby certifies as follows:

FIRST. The name of the limited liability company is Blue Ridge Paper Products LLC (the "Company").

SECOND. The address of the Company's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The formation of the limited liability company will be effective on January 1, 2018.

IN WITNESS WHEREOF, the undersigned, as authorized representative of the Company, has executed this Certificate of Formation as of December 7, 2017.

By:    /s/ Mark Lightfoot            

Mark Lightfoot,

Authorized Representative

Step 3c – Certificate of Formation of BRPP

EX-1.99

CERTIFICATE OF CONVERSION

OF

BLUE RIDGE PAPER PRODUCTS INC.

TO

BLUE RIDGE PAPER PRODUCTS LLC

This Certificate of Conversion to a Limited Liability Company, dated as of December 7, 2017, has been duly executed and is being filed by Blue Ridge Paper Products Inc., a Delaware corporation (the “Company”), to convert the Company to a Delaware limited liability company pursuant to Section 18-214 of the Delaware Limited Liability Company Act.

1.The Company’s name immediately prior to the filing of this Certificate of Conversion to a Limited Liability Company was Blue Ridge Paper Products Inc.

2.The Company filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware and was first incorporated on March 8, 1999 in the State of Delaware, and was incorporated in the State of Delaware immediately prior to the filing of this Certificate of Conversion to a Limited Liability Company.

3.The name of the Delaware limited liability company into which the Company shall be converted as set forth in its Certificate of Formation is Blue Ridge Paper Products LLC.

4.The conversion of the Company to the Delaware limited liability company has been approved in accordance with the provisions of Sections 141(f), 228 and 266 of the General Corporation Law of the State of Delaware.

5.The conversion of the Company to the Delaware limited liability company shall be effective on January 1, 2018.

[Remainder of the page intentionally left blank;
Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion to a Limited Liability Company as of the date first-above written.

BLUE RIDGE PAPER PRODUCTS INC.

By:    /s/ Mark Lightfoot            

Mark Lightfoot,

Vice President, Secretary

and General Counsel

Step 3b – Certificate of Conversion of BRPP

EX-1.100

LIMITED LIABILITY COMPANY AGREEMENT

OF

BLUE RIDGE PAPER PRODUCTS LLC

This Limited Liability Company Agreement (the “Agreement”) of Blue Ridge Paper Products LLC (the “Company”), dated as of January 1, 2018, is entered into by Blue Ridge Holding LLC as its sole member (the “Sole Member”).

WHEREAS, the Company was formed pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”); and

WHEREAS, the Sole Member wishes to adopt a limited liability company agreement to provide for the management and administration of the Company.

NOW, THEREFORE, the Sole Member hereby agrees as follows:

1.Name. The name of the limited liability company is Blue Ridge Paper Products LLC.

2.Purpose. The purpose of the Company, and the nature of the business to be conducted and promoted by the Company, is to engage in any lawful act or activity for which limited liability companies may be formed under the Act and to engage in any and all activities necessary, advisable or incidental to the foregoing.

3.Powers of the Company. Subject to any limitations set forth in this Agreement, the Company, and the Manager (as defined below) on behalf of the Company, shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2, including, without limitation, the power to borrow money and issue evidences of indebtedness in furtherance of the purposes of the Company.

4.Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other address as may hereafter be determined by the Sole Member. The Company may also have offices at such other places within or outside the State of Delaware as the Sole Member may from time to time designate or the business of the Company may require.

5.Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other registered agent, name and address as may hereafter be determined by the Sole Member.

6.Fiscal Year. The fiscal year of the Company shall end on December 31.

7.Sole Member. The name and the business, residence or mailing address of the Sole Member is as follows:

Name	Address
Blue Ridge Holding LLC	5350 Poplar Avenue, Suite 600 Memphis, Tennessee 38119

8.Management.The business and affairs of the Company shall be managed by a manager, which, as of the date of this Agreement, shall be the Sole Member (when acting in such capacity, the “Manager”). The Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware. The Manager shall have the right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise act for and on behalf of the Company. The Manager may from time to time delegate the management of the Company to one or more designated directors and/or officers of the Company, or any other person, with such power and authority as the Manager may prescribe from time to time.

9.Authorized Person.Each of the Manager and Mark Lightfoot are hereby designated as a person who is authorized by the Act (the “Authorized Person”) to execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware. The Authorized Person may execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to conduct business in a jurisdiction in which the Company may wish to conduct business and any documents otherwise required in order for the Company to conduct business. The Manager hereby approves and ratifies the execution and filing by Mark Lightfoot, as a person who is authorized by the Act to execute such certificate, within the meaning of the Act, of the certificate of formation of the Company, to be effective on January 1, 2018.

10.Officers.

(a)The day-to-day functions of the Company may be performed by a person or persons appointed as an officer or officers of the Company (each, an “Officer”). The Manager may appoint such Officers as it deems appropriate, and each such Officer so appointed shall have such authority and perform such duties as the Manager may, from time to time, delegate to him or her. Each Officer shall hold office until his or her successor is appointed or until his or her earlier death or until his or her earlier resignation or removal in accordance with this Agreement.

(a)Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Manager. The acceptance of the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed at any time by the Manager, with or without cause.

11.Dissolution.

(a)    The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)    the written consent of the Sole Member;

(ii)     at any time there is no member of the Company, unless the Company is continued pursuant to the Act; or

(iii)     the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(a)The bankruptcy of the Sole Member will not cause the Sole Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(b)In the event of dissolution of the Company in accordance with this Agreement, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

12.Capital Contributions. The Sole Member is not required to make any capital contributions to the Company. The Sole Member may make capital contributions to the Company in the form of cash, property, services or otherwise, at any time and upon such contribution, the Sole Member’s capital account balance shall be adjusted accordingly.

13.Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Manager. Notwithstanding anything to the contrary contained herein, the Company shall not be required to make a distribution to the Sole Member on account of the interest of the Sole Member in the Company if such distribution would violate the Act, any other applicable law or any material agreement or other instrument to which the Company is or becomes a party.

14.Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Sole Member. The admission of an additional member of the Company shall be effective upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.

15.Resignation of Sole Member. The Sole Member may not resign from the Company unless an additional member of the Company shall be admitted by the Company, subject to Section 14, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Sole Member shall cease to be a member of the Company.

16.Restrictions on Transfers. The Sole Member has the right to sell, assign or dispose of or otherwise transfer, pledge or encumber (each, a “Transfer”), all or any of its limited liability company interest in the Company, effective upon written notice of such Transfer to the Company. Upon the receipt of such notice, the transferee will become a member of the Company and succeed to the limited liability interests transferred to such transferee.

17.Liability of Sole Member. The Sole Member shall not be obligated personally for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise.

18.Exculpation and Indemnification. No Officer (each Officer of the Company, a “Covered Person”) shall be liable to the Company, the Sole Member, any other person or entity who or that has an interest in the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. To the full extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions.

19.Amendment. Any amendment to this Agreement shall require the written consent of the Sole Member only.

20.Severability. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Sole Member with respect to the subject matter hereof and supersedes all prior agreements and undertakings, if any, with respect hereto.

22.Governing Law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.

23.Effectiveness. Pursuant to Section 18‑201(d) of the Act, this Agreement shall be effective as of January 1, 2018.

[Remainder of page intentionally left blank;
Signature page follows.]

IN WITNESS WHEREOF, the undersigned, being the Sole Member of the Company, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

BLUE RIDGE HOLDING LLC

By:    /s/ Mark Lightfoot            

Mark Lightfoot,

Vice President, Secretary

and General Counsel

Step 3d – LLC Agreement of BRPP

EX-2.11

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
Chargor

WILMINGTON TRUST (LONDON) LIMITED

Collateral Agent

GENERAL SECURITY DEED

Russell McVeagh

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CONTENTS

1. INTERPRETATION    2

2. SECURITY    5

3. NEGATIVE COVENANT    7

4. LIEN ENFORCEABLE    7

5. COLLATERAL AGENT MAY REMEDY BREACH    7

6. ENFORCEMENT BY COLLATERAL AGENT    8

7. APPOINTMENT OF RECEIVER    8

8. DELEGATION    10

9. PROTECTION OF PERSONS DEALING WITH COLLATERAL AGENT
OR RECEIVER    10

10. PROTECTION OF COLLATERAL AGENT, RECEIVER OR OTHER PERSON    10

11. ATTORNEY    11

12. ASSIGNMENT    12

13. NOTICES    12

14. RELEASE AND REINSTATEMENT    12

15. PPSA RIGHTS    13

16. APPLICATION OF PLA AND OTHER LAWS    14

17. INDEMNITY    14

18. MISCELLANEOUS    15

19. GOVERNING LAW AND JURISDICTION    16

20. COUNTERPARTS    16

DEED dated             February 2017

MADE BY

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A. incorporated under the laws of the Grand Duchy of Luxembourg having having its registered office at 6C Rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B128592 ("Chargor")

IN FAVOUR OF

WILMINGTON TRUST (LONDON) LIMITED, Third Floor, 1 King's Arms Yard, London EC2R 7AF United Kingdom as Collateral Agent (as defined below)

COVENANTS

1. INTERPRETATION

1.1 Definitions in the First Lien Intercreditor Agreement: Words and expressions defined in the First Lien Intercreditor Agreement and used in this deed shall, unless otherwise defined herein or the context otherwise requires, have the meanings given to them in the First Lien Intercreditor Agreement.

1.2 Successors: Any reference to the "Collateral Agent", "Chargor" or the "Secured Parties" shall be construed so as to include its or their (and any subsequent) successors and any permitted transferees or assignees in accordance with their respective interests.

1.3 Definitions: In addition, in this deed, unless the context otherwise requires:

"Agreed Security Principles" has the meaning it is given in the Credit Agreement and any Senior Secured Notes Indenture and to the extent of any inconsistency the meaning it is given in the Credit Agreement shall prevail.

"Amendment No. 1 and Joinder Agreement" means the joinder agreement dated 21 January 2010 made among (amongst others) the Collateral Agent, The Bank of New York Mellon, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which the Collateral Agent is appointed as an additional collateral agent and becomes party to the First Lien Intercreditor Agreement.

"Applicable Representative" has the meaning given to it in the First Lien Intercreditor Agreement.

"Collateral Agent" means Wilmington Trust (London) Limited in its capacity as collateral agent for the Secured Parties as appointed under the Amendment No. 1 and Joinder Agreement and includes its successors, permitted transferees and permitted assigns in such capacity.

"Credit Agreement" means the fourth amended and restated credit agreement dated 5 August 2016 between (among others) Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Pactiv LLC, and the other Borrowers listed therein, Reynolds Group Holdings Limited, the Lenders listed therein and Credit Suisse AG as Administrative Agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Collateral Agent.

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"Enforcement Event" means an "Event of Default" under, and as defined in, the First Lien Intercreditor Agreement.

"First Lien Intercreditor Agreement" means the First Lien Intercreditor Agreement dated 5 November 2009, among the Collateral Agent, The Bank of New York Mellon, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as amended, novated, supplemented, restated or modified from time to time (including by the Amendment No. 1 and Joinder Agreement).

"Intercreditor Arrangements" means the First Lien Intercreditor Agreement, any Other Intercreditor Agreement (as defined in the Credit Agreement) and any other document that is designated by the Loan Parties' Agent and the Collateral Agent as an intercreditor agreement, in each case, as amended, novated, supplemented, restated, replaced or modified from time to time.

"Issuers" means the "Issuers" under, and as defined in, any Senior Secured Notes Indenture, including their successors in interest.

"Lien" has the meaning it is given in the First Lien Intercreditor Agreement.

"Loan Documents" means the "Credit Documents" under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties' Agent and the Collateral Agent as a Loan Document.

"Loan Parties" means the "Grantors" under, and as defined in, the First Lien Intercreditor Agreement.

"Loan Parties' Agent" means Reynolds Group Holdings Limited.

"Other Property" has the meaning given to it in clause 2.1, and a reference to Other Property includes any part of it.

"Personal Property" has the meaning given to it in clause 2.1, and a reference to Personal Property includes any part of it.

"PLA" means the Property Law Act 2007.

"PPSA" means the Personal Property Securities Act 1999.

"Principal Finance Documents" means the Credit Agreement, any Senior Secured Note Indentures, the Intercreditor Arrangements and any Additional Agreement.

"Receiver" means a receiver, or receiver and manager, appointed by the Collateral Agent under this deed.

"Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents, together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities.

"Secured Parties" means the "Secured Parties" under, and as defined in, the First Lien Intercreditor Agreement.

"Secured Property" means the Personal Property and the Other Property and a reference to Secured Property includes any part of it.

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"Senior Secured Note Indenture" has the meaning given in the Credit Agreement.

1.4 References: Except to the extent that the context otherwise requires, any reference in this deed to:

"disposal" includes any sale, assignment, exchange, transfer, concession, loan, lease, surrender, licence, reservation, waiver, compromise, release, dealing or parting with possession, or the granting of any option, security, right or interest whatever, or any agreement for any of the same, and "dispose" means to make a disposal, and "acquisition" and "acquire" shall be construed accordingly.

a "government agency" includes any government or any governmental, semi-governmental or judicial entity or authority.

a "law" includes common or customary law and any constitution, decree, judgment, legislation, order, ordinance, regulation, by-law, statute, treaty or other legislative measure.

a "person" includes an individual, firm, company, corporation, unincorporated body of persons, organisation or trust, and any government agency, in each case whether or not having separate legal personality.

"written" and "in writing" include all means of reproducing words in a tangible and permanently visible form.

1.5 PLA references: The expressions "further advance by way of financial accommodation", "mortgage debenture", "stated priority limit" and "subsequent mortgage" have the respective meanings given to them under, or in the context of, the PLA.

1.6 PPSA references: The expressions "accession", "account receivable", "financing statement", "financing change statement", "personal property", "security interest" and "verification statement" have the respective meanings given to them under, or in the context of, the PPSA.

1.7 Miscellaneous:

(a) Headings are inserted for convenience only and do not affect interpretation of this deed.

(b) Unless the context otherwise requires, the singular includes the plural and vice versa and words denoting individuals include other persons and vice versa.

(c) A reference to any legislation includes any statutory regulations, rules, orders or instruments made or issued pursuant to that legislation and any amendment to, re-enactment of, or replacement of, that legislation.

(d) Except where inconsistent with the context, the expression "at any time" also means from time to time.

(e) A reference to any document includes reference to that document as amended, extended, restructured, renewed, restated, refunded, modified, novated, supplemented, varied or replaced from time to time.

(f) A reference to any party to a Loan Document or any other document includes its successors and permitted assigns.

(g) Unless otherwise stated, reference to a clause, section or schedule is a reference to a clause or section of, or schedule to, this deed.

1.8 Capacity: The Collateral Agent enters into this deed in its capacity as collateral agent for the Secured Parties.

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1.9 Instructions:For the avoidance of doubt, it is acknowledged that the Collateral Agent is permitted to act on the instructions of the Applicable Representative in accordance with Clause 2.02(a)(i) of the First Lien Intercreditor Agreement. It is further acknowledged that the Collateral Agent may assume that any and all instructions received by it from the Applicable Representative under this deed are reasonable, and that any question as to the reasonableness or otherwise of such instructions shall be determined as between the Applicable Representative and the Chargor.

2. SECURITY

2.1 Charging clause: As security for the payment, delivery, performance and observance of the Secured Liabilities, the Chargor:

(a) grants a security interest in all of the Chargor's present and after-acquired personal property, and all of the Chargor's present and future rights in relation to any personal property ("Personal Property"), to the Collateral Agent (which, so far as it concerns each security interest over or in respect of any present or future account receivable and present and future rights in relation to any account receivable, shall take effect as a transfer (as "transfer" is used in the context of and for the purposes of the PPSA));

(b) charges all of the Chargor's present and future interest in, and all of the Chargor's present and future rights in relation to, any land and any other property, other than any Personal Property to which the PPSA applies ("Other Property"), in favour of the Collateral Agent; and

(c) agrees, subject to the Agreed Security Principles, to mortgage all of the Chargor's present and future interests in any land to the Collateral Agent.

2.2 Priority:

(a) The security interest granted in Personal Property has the same priority in respect of all Secured Liabilities, including future advances.

(b) For the purposes of sections 91, 92 and 93 of the PLA:

(i) the Chargor acknowledges that this deed secures further advances by way of financial accommodation up to a stated priority limit; and

(ii) the maximum amount for which this deed has priority in relation to any subsequent mortgage is US$10,000,000,000plus interest (and accordingly such amount is the stated priority limit).

(c) Nothing in clause 2.2(b) is to be construed as limiting either the Secured Liabilities or the amount of the Secured Liabilities.

2.3 Continuing security: This deed is a continuing security in respect of the Chargor and shall operate irrespective of any intervening payment, settlement of account or other matter or thing whatever, until a final release has been signed by the Collateral Agent and delivered to the Chargor in accordance with clause 14.

2.4 Nature of charge over Other Property: The charge under this deed is a fixed charge in respect of all Other Property of the Chargor, except where, but only to the extent that, that charge is not legally and fully effective as a fixed charge, in which event that charge shall be a floating charge.

2.5 Automatic crystallisation: Any floating charge shall become a fixed charge automatically and immediately in respect of all Other Property subject to that floating charge:

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(a) without the need for any notice or act by the Collateral Agent, if an Enforcement Event occurs; and

(b) in respect of any such Other Property specified in any notice which may be given by the Collateral Agent to the Chargor at any time if the Collateral Agent considers (acting on the reasonable instructions of the Applicable Representative) that Other Property is at risk of being seized, taken or becoming subject to any Lien (other than a Lien permitted under the Principal Finance Documents).

2.6 Automatic de-crystallisation: Any floating charge that has become a fixed charge in accordance with clause 2.5(a) or clause 2.5(b) shall revert to a floating charge automatically and immediately if:

(a) in the event of clause 2.5(a) previously applying, no Enforcement Event is continuing; or

(b) in the event of clause 2.5(b) previously applying, the Collateral Agent considers (acting on the reasonable instructions of the Applicable Representative) that Other Property is no longer at risk of being seized, taken or becoming subject to any Lien (other than a Lien permitted under the Principal Finance Documents).

2.7 Other securities:

(a) This deed is collateral to each other Lien (whenever executed or given) which is at any time held by a Secured Party in respect of the Secured Liabilities.

(b) The Collateral Agent or any other Secured Party may exercise any of its rights, powers and remedies under this deed and any such other Lien separately or concurrently.

(c) Nothing in this deed shall discharge, abate or prejudice any other Lien at any time held by any person.

2.8 Further assurance: Subject to the Agreed Security Principles, the Chargor shall deliver to the Collateral Agent any transfer, assignment, Lien, instrument, or other deed or document, and shall do any other thing, which the Collateral Agent requires (acting on the reasonable instructions of the Applicable Representative) to enable it to:

(a) ensure the Secured Property is subject to an effective security;

(b) perfect the Chargor's title to any of its Secured Property;

(c) perfect the Lien intended to be created by this deed, including, without limitation, in accordance with the provisions of the PPSA;

(d) more satisfactorily secure to the Collateral Agent the Secured Liabilities, including the granting of fixed or specific Liens;

(e) if an Enforcement Event has occurred and is continuing, transfer to, or vest in, the Collateral Agent (or any purchaser from the Collateral Agent or a Receiver) any of the Secured Property;

(f) if an Enforcement Event has occurred and is continuing, facilitate the realisation of any of the Secured Property;

(g) exercise all or any of the rights, powers and remedies conferred on the Collateral Agent or a Receiver by this deed or by law; and

vii

(h) secure to the Collateral Agent the full benefit of the provisions of this deed.

2.9 Capacity: Notwithstanding any other reference or implication in this deed to the contrary each of the Chargor and the Collateral Agent agrees that the Collateral Agent will at no point be deemed (or be) the owner of any Secured Property in any capacity and that any and all Secured Property is merely pledged, charged, granted or otherwise transferred to the Collateral Agent in its capacity as such and that no rights, discretions, authorities or powers conferred on the Collateral Agent will be used by the Collateral Agent (upon instruction of the Applicable Representative or otherwise) to transfer ownership of any asset to itself as an institution.

3. NEGATIVE COVENANT

3.1 The Chargor shall not change its name without first notifying the Collateral Agent of the new name not less than 7 business days before the change takes effect.

4. LIEN ENFORCEABLE

4.1 The Lien created by this deed shall become enforceable if any Enforcement Event has occurred and is continuing.

5. COLLATERAL AGENT MAY REMEDY BREACH

5.1 If the Chargor fails to comply with any of its obligations under this deed, the Collateral Agent may and shall if so instructed by the Applicable Representative, after giving 14 days' notice to the Chargor, (without prejudice to the Collateral Agent's other rights, powers and remedies) pay all amounts and do all such other things as it deems necessary or desirable to remedy any such default or otherwise protect the Lien created by this deed, provided that the Collateral Agent is indemnified and/or secured and/or prefunded to its satisfaction.

6. ENFORCEMENT BY COLLATERAL AGENT

6.1 At any time if an Enforcement Event has occurred and is continuing, the Collateral Agent may and shall if so instructed by the Applicable Representative and if indemnified, secured and/or prefunded to its satisfaction (without it being necessary to appoint a Receiver under this deed and without prejudice to any other rights, powers or remedies it may have under this deed or by law) by notice to the Chargor:

(a) declare the Secured Liabilities to be due and payable, whereupon they shall become immediately due and payable;

(b) exercise any of the powers which are conferred upon a Receiver by clause 7.2 or by law; and

(c) pay any expenses incurred in the exercise of any of such powers out of the revenue from, or proceeds of realisation of, the Secured Property of the Chargor.

7. APPOINTMENT OF RECEIVER

7.1 Power to appoint Receiver: The Collateral Agent may and shall if so instructed by the Applicable Representative (whether or not the Collateral Agent has exercised any of its powers under clause 6.1):

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(a) at any time if an Enforcement Event has occurred and is continuing; or

(b) at the Chargor's request (in which case it shall),

appoint in writing and at the cost of the Chargor any person or persons (whether an officer of the Collateral Agent or the Chargor or not) to be Receiver of all or any of the Secured Property. A Receiver shall be the agent of the Chargor, and the Chargor alone shall be responsible for the acts and defaults of the Receiver. The Collateral Agent may remove any Receiver and may appoint a new Receiver in place of a Receiver who has been removed, retired or died, or in addition to a Receiver already appointed.

7.2 Powers of Receiver: Every Receiver appointed in respect of any Secured Property of the Chargor shall (in addition to the powers which a receiver, or receiver and manager, has at law) have power to do all or any of the following things, in such manner and on such terms and conditions as the Receiver thinks fit:

(a) enter upon and take possession of that Secured Property;

(b) carry on, or concur in carrying on, any business of the Chargor;

(c) carry out necessary repairs, effect insurances, and do anything else which the Chargor could do in the conduct of its business;

(d) employ, appoint and terminate the employment or appointment of, any officer, manager, employee or agent;

(e) dispose, or agree to the disposal, of any interest in that Secured Property;

(f) give receipts for money, and do all acts, matters and things which the Receiver thinks proper for realising that Secured Property;

(g) acquire an interest in any asset to form part of that Secured Property;

(h) compromise, settle or submit to arbitration any accounts, claims, questions or disputes which may arise in connection with the business of the Chargor;

(i) bring, take, defend or compromise any proceedings in the name of the Chargor or otherwise;

(j) sign in the name and on behalf of the Chargor, and/or affix the common seal (if any) of the Chargor to, all documents which the Receiver considers necessary or expedient;

(k) vary, or agree to the variation of, any contract or arrangement to which the Chargor is a party;

(l) make calls upon shareholders and contributories in respect of any uncalled amounts on shares in the Chargor and enforce payment of all unpaid calls, for which purpose the provisions contained in the constitution of the Chargor, or otherwise provided by law, in respect of calls shall (with necessary modifications) apply, shall continue to subsist notwithstanding any change in directors of the Chargor, and shall be exercisable to the exclusion of the powers of the directors;

(m) exercise and enforce all rights, powers and remedies which the Chargor could exercise over or in relation to its assets while a going concern, whether or not the Chargor is then in liquidation;

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(n) raise or borrow any money and secure the same with interest by any form of Lien over that Secured Property in priority to, equally with, or subsequent to, any Secured Liabilities of the Chargor, or otherwise;

(o) generally do, procure or allow such acts and things in respect of that Secured Property as could the Receiver if he or she had absolute ownership of that Secured Property and carried on the business of the Chargor for the Receiver's own benefit, without being answerable for any consequent loss or damage;

(p) delegate any of the Receiver's powers to any person or persons for such time as the Collateral Agent approves; and

(q) do all or any of the things in paragraphs (a) - (p) above alone or in conjunction with any receiver or receiver and manager appointed by the holder or holders of any other Lien over that Secured Property.

7.3 Application of proceeds: Except to the extent otherwise required by law, all amounts received by the Collateral Agent or a Receiver under this deed, shall be applied in accordance with the provisions of the First Lien Intercreditor Agreement.

7.4 Remuneration of Receiver: The Collateral Agent may fix the remuneration of a Receiver at an amount, or on a basis, agreed with the Receiver or, failing agreement, as determined by the Collateral Agent (in its sole discretion) in each case in accordance with the terms of the Principal Finance Documents. Such remuneration shall be paid to the Receiver by the Chargor, and the Collateral Agent shall not be responsible or liable for any such payment.

8. DELEGATION

8.1 Subject to section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by New Zealand law), each of the Collateral Agent and any Receiver shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this deed (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent or the Receiver itself.

9. PROTECTION OF PERSONS DEALING WITH COLLATERAL AGENT OR RECEIVER

9.1 Purchaser or other person: No purchaser or other person dealing with the Collateral Agent or a Receiver, or with any agent or attorney of the Collateral Agent or a Receiver, shall be concerned:

(a) to enquire:

(i) whether the Lien created by this deed has become enforceable;

(ii) whether a Receiver has been properly appointed;

(iii) whether the powers which the Collateral Agent, Receiver, agent or attorney, as the case may be, is exercising or is purporting to exercise have become exercisable;

(iv) as to the necessity for, or the expediency of, the stipulations or conditions subject to which any disposal or Lien is made or given; or

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(v) otherwise as to the propriety or regularity of any disposal, Lien, calling in, collection or conversion of any money or asset; or

(b) to see to the application of any amount paid to the Collateral Agent or a Receiver, agent or attorney, as the case may be.

9.2 Damages only remedy: The remedy of the Chargor in respect of any actionable impropriety or irregularity in the exercise, or purported exercise, of the rights, powers or remedies under this deed by the Collateral Agent, a Receiver or an agent or attorney of the Collateral Agent or a Receiver, shall be in damages only. This clause shall not affect the right of the Chargor to take any action to the extent that that action is permitted by the Principal Finance Documents.

10. PROTECTION OF COLLATERAL AGENT, RECEIVER OR OTHER PERSON

10.1 Proceeds of sale: If the Collateral Agent or a Receiver sells any Secured Property pursuant to this deed or otherwise, each of the Collateral Agent and the Receiver shall be accountable only for any purchase money which it actually receives.

10.2 Entry into possession: If the Collateral Agent or a Receiver enters into possession of any Secured Property:

(a) neither of them shall be liable to account as mortgagee in possession in respect of that Secured Property or for any loss for which a mortgagee in possession might otherwise be held liable; and

(b) the Collateral Agent or a Receiver, as the case may be, may at any time give up possession of any Secured Property.

10.3 No liability: Except to the extent provided in the Principal Finance Documents, none of the Collateral Agent, its nominee(s), a Delegate or a Receiver shall be liable by reason of (a) any action taken or omitted to be taken by it as permitted by this deed or (b) any neglect or default in connection with the Secured Property or (c) the taking of possession or realisation of all or any part of the Secured Property.

10.4 Recovery of costs: Except to the extent provided in the Principal Finance Documents, on enforcement (whether successful or not) of this deed, each of the Collateral Agent and the Receiver shall be entitled to deduct from the proceeds of the Secured Property its costs, charges and expenses incurred in connection with such enforcement.

11. ATTORNEY

11.1 Appointment: The Chargor irrevocably appoints the Collateral Agent and any Receiver severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents and do all things which the attorney may consider to be required or desirable for:

(a) carrying out any obligation imposed on the Chargor by this deed or any other agreement binding on the Chargor to which the Collateral Agent is a party (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Secured Property); and

(b) enabling the Collateral Agent to exercise, or delegate the exercise of, all or any of the rights, powers and remedies of the Collateral Agent provided by or pursuant to this deed or by law; and

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(c) enabling any Receiver to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this deed or by law,

provided always that the Collateral Agent may only be entitled to exercise the powers conferred upon it by the Chargor under this clause 11 if:

(a) an Enforcement Event has occurred and is continuing; and/or

(b) the Collateral Agent has received notice from the Applicable Representative, the Loan Parties' Agent and/or the Chargor that the Chargor has failed to comply with a further assurance or perfection obligation within 10 business days of being notified of that failure (with a copy of that notice being sent to the Loan Parties' Agent),

provided further that the Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Chargor under this clause 11 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

11.2 Delegation and conflict: Each attorney may:

(a) delegate its powers (including this power of delegation) to any person for any period, and revoke a delegation; and

(b) exercise or concur in exercising the attorney's powers even if the attorney has a conflict of duty in doing so, or has a direct or personal interest in the means or result of that exercise of such powers.

11.3 Ratification: The Chargor hereby ratifies anything done by its attorney or a delegate of the attorney in accordance with this clause 11.

12. ASSIGNMENT

12.1 Deed binding: This deed is binding on, and is for the benefit of, the parties and their respective successors, permitted assigns and transferees.

12.2 Chargor may not assign: Unless otherwise permitted under the Principal Finance Documents, the Chargor may not assign or transfer any of its rights or obligations under this deed.

12.3 Collateral Agent may assign and transfer: The Collateral Agent may assign and/or transfer all or part of its rights or obligations under this deed to any replacement collateral agent appointed in accordance with the provisions of the First Lien Intercreditor Agreement.

13. NOTICES

13.1 Each notice or other communication to be given or made by a party under this deed shall be given or made in accordance with the First Lien Intercreditor Agreement.

14. RELEASE AND REINSTATEMENT

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14.1 Release of Lien and Chargor: The Secured Property shall be released, reassigned, retransferred and/or cancelled (as applicable) from the Lien under this deed and the Chargor shall be released from this deed:

(a) by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Chargor, upon the Secured Liabilities being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Chargor or any other person under any of the Loan Documents; or

(b) by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Chargor, upon the Chargor ceasing to be a Loan Party; or

(c) in accordance with, and to the extent required by, the Intercreditor Arrangements (to the extent it is possible to give effect to such arrangements under New Zealand law).

14.2 Release of Secured Property: If the Chargor disposes of any Secured Property and that disposal is permitted by the Principal Finance Documents, that Secured Property shall, unless an Enforcement Event has occurred and is continuing, be automatically released, reassigned, retransferred and/or cancelled (as applicable) from the Lien under this deed with effect from the day of such disposal and the Collateral Agent (at the expense and cost of the Chargor) shall do all such acts which are reasonably requested by the Chargor in order to release, reassign, retransfer and/or cancel (as applicable) the relevant Secured Property from the Lien under this deed (including, but not limited to, discharging any registered mortgage in respect of Secured Property). Any or all of the Secured Property shall also be released, reassigned, retransferred and/or cancelled (as applicable) in accordance with and to the extent permitted by the Intercreditor Arrangements.

14.3 Reinstatement: If any payment received or recovered by any Secured Party, a Receiver, or any other person on behalf of any of them is or may be avoided by law or required to be repaid to a liquidator or similar official:

(a) such payment shall be deemed not to have affected or discharged the liability of the Chargor under this deed or any other Lien given by the Chargor in favour of the Collateral Agent or, as the case may be, the relevant Secured Party and, the Collateral Agent, each Secured Party and the Chargor shall, to the maximum extent permitted by law, be restored to the position in which each would have been if such payment had not been received or recovered; and

(b) the Collateral Agent and each other Secured Party shall be entitled to exercise all its rights which it would have been entitled to exercise if such payment had not been received or recovered,

notwithstanding that the Collateral Agent may have signed a release pursuant to clause 14.1.

15. PPSA RIGHTS

15.1 No consent or subordination: Nothing in this deed shall be construed as:

(a) an agreement to subordinate the Lien created by this deed in favour of any person;

(b) a consent by the Collateral Agent to any other Lien attaching (as that term is used in the context of the PPSA) to, or any other Lien subsisting over, any Secured Property; or

(c) a consent by the Collateral Agent to any property that is not Secured Property becoming an accession to any Secured Property.

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15.2 Verification statement: The Chargor waives the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the Lien created by this deed.

15.3 Contracting out of PPSA rights: The Chargor:

(a) agrees that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to this deed, or the Lien created by this deed; and

(b) waives its right to:

(i) receive notice of the Collateral Agent's proposal to retain any Secured Property under section 120(2) of the PPSA;

(ii) object to the Collateral Agent's proposal to retain any Secured Property under section 121 of the PPSA;

(iii) not have goods damaged when the Collateral Agent removes an accession under section 125 of the PPSA;

(iv) be reimbursed for damage caused when the Collateral Agent removes an accession under section 126 of the PPSA;

(v) refuse permission to remove an accession under section 127 of the PPSA;

(vi) receive notice of the removal of an accession under section 129 of the PPSA; and

(vii) apply to the Court for an order concerning the removal of an accession under section 131 of the PPSA.

16. APPLICATION OF PLA AND OTHER LAWS

16.1 Mortgage Debenture: This deed is intended to take effect as a mortgage debenture.

16.2 Relationship with PLA:

(a) The covenants, conditions and powers implied in mortgages of goods by section 96 of the PLA do not apply to this deed.

(b) The covenants, conditions and powers implied in mortgages of land by section 95 of the PLA do not apply to this deed, other than for the following sections of Part 1 of the Schedule 2 to the PLA (which will continue to apply):

(i) sections 4 - 10 (inclusive); and

(ii) sections 14 - 17 (inclusive).

16.3 Relationship with other laws:

(a) Subject to clause 16.2, the rights, powers and remedies of the Collateral Agent provided in this deed are in addition to, and not exclusive of, any rights, powers or remedies provided by law.

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(b) If any provision in this deed conflicts with the provisions of any law or any provisions implied by any law (after taking account of the implied covenants, conditions, powers and rights negated by clauses 15.2, 15.3 and 16.2), then:

(i) if the provisions of or implied by that law may be varied or negatived, the provisions of this deed will take precedence and the provisions of or implied by that law will be deemed not to apply to this deed or to apply only as varied by the provisions of this deed; or

(ii) if the provisions of or implied by that law may not be varied or negatived, then the provisions of this deed must be read subject to the provisions of or implied by that law.

17. INDEMNITY

17.1 To the extent set out in section 4.11 of the First Lien Intercreditor Agreement, the Chargor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents, attorneys, any Delegate and any Receiver against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may sustain as a consequence of any breach by the Chargor of the provisions of this deed, the exercise or purported exercise of any of the rights and powers conferred on them by this deed or otherwise relating to the Secured Property.

18. MISCELLANEOUS

18.1 Partial invalidity: If at any time any provision of this deed or any other document relating to the Secured Liabilities is or becomes illegal, invalid or unenforceable in any respect under the law of any relevant jurisdiction, that illegality, invalidity or unenforceability shall not affect the enforceability of the provisions, or (as the case may be) the remaining provisions, of this deed, nor shall the legality, validity or enforceability of any of those provisions under the law of any other jurisdiction be in any way affected or impaired thereby.

18.2 No implied waivers: Time shall be of the essence in respect of performance by the Chargor of the Chargor's obligations under this deed, but no failure on the part of the Collateral Agent to exercise, and no delay on its part in exercising, any right, power or remedy under this deed shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

18.3 Obligations independent: Each of the obligations of the Chargor under clauses 10.4 and 17.1 shall constitute a continuing obligation, separate and independent from the Chargor's other obligations under this deed and shall survive discharge of the Secured Liabilities and release of this deed.

18.4 Enforcement: It shall not be necessary for the Collateral Agent to incur any expense or make any payment before enforcing any of its rights in respect of any obligation of the Chargor referred to in clause 18.3.

18.5 No merger or marshalling: The right of each Secured Party to payment or performance of any Secured Liabilities (including under any negotiable instrument or a Loan Document) shall not merge in the Chargor's liability for those Secured Liabilities under this deed. The Collateral Agent has no duty to marshall in favour of the Chargor or any other person.

18.6 Conflict of provisions: This deed is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this deed and the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.

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18.7 Consents: Subject to express wording to the contrary contained in this deed, the Collateral Agent or a Receiver may give or withhold any approval or consent in that person's absolute discretion, and either conditionally or unconditionally.

18.8 Delivery: For the purposes of Section 9 of the PLA, and without limiting any other mode of delivery, this deed will be delivered by the Chargor immediately on the earlier of:

(a) physical delivery of an original of this deed, executed by the Chargor, into the custody of the Collateral Agent or the Collateral Agent's solicitors; or

(b) transmission by the Chargor or its solicitors (or any other person authorised in writing by the Chargor) of a facsimile, photocopied or scanned copy of an original of this deed, executed by the Chargor, to the Collateral Agent or the Collateral Agent's solicitors.

18.9 Authority: The Chargor acknowledges and agrees that the Collateral Agent's actions under this deed are on the basis of authority conferred under the Principal Finance Documents to which the Collateral Agent is a party, and on directions of the Applicable Representative. In so acting, the Collateral Agent shall have, subject to the terms of the Principal Finance Documents, the protections, immunities, rights, indemnities and benefits conferred on the collateral agent under the Principal Finance Documents.

19. GOVERNING LAW AND JURISDICTION

19.1 This deed shall be governed by, and construed in accordance with, the laws of New Zealand, and the parties hereby submit to the non-exclusive jurisdiction of the courts of New Zealand.

20. COUNTERPARTS

20.1 This deed may be signed in any number of counterparts, all of which will together constitute one and the same instrument, and any of the parties may execute this deed by signing any such counterpart.

SIGNED AND DELIVERED AS A DEED

Executed on behalf of BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A. as Chargor by its authorised signatory:

/s/ Helen Dorothy Golding

Signature of authorised signatory

Helen Dorothy Golding

Name of authorised signatory

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WILMINGTON TRUST (LONDON) LIMITED as Collateral Agent by its authorised signatory:

/s/ Keith Reader

Signature of authorised signatory

Keith Reader

Name of authorised signatory

EX-2.12

Global General Security Deed

PARTIES

The Entities Listed In Schedule 1

Initial Chargors

Reynolds Group Holdings Limited

Holdings

Wilmington Trust (London) Limited

Collateral Agent

CONTENTS

1. INTERPRETATION    1

2. SECURITY    4

3. NEGATIVE COVENANT    7

4. LIEN ENFORCEABLE    7

5. COLLATERAL AGENT MAY REMEDY BREACH    7

6. ENFORCEMENT BY COLLATERAL AGENT    7

7. APPOINTMENT OF RECEIVER    7

8. DELEGATION    9

9. PROTECTION OF PERSONS DEALING WITH COLLATERAL AGENT OR RECEIVER    9

10. PROTECTION OF COLLATERAL AGENT, RECEIVER OR OTHER PERSON    10

11. ATTORNEY    10

12. ASSIGNMENT    11

13. NOTICES    11

14. JOINING NEW CHARGORS    12

15. RELEASE AND REINSTATEMENT    12

16. PPSA RIGHTS    13

17. APPLICATION OF PLA AND OTHER LAWS    14

18. INDEMNITY    15

19. MISCELLANEOUS    15

20. GOVERNING LAW AND JURISDICTION    16

21. COUNTERPARTS    16

SCHEDULE 1 20

SCHEDULE 2 21

DEED dated                 2017

MADE BY

The Entities Listed In Schedule 1as Initial Chargors

Reynolds Group Holdings Limited as Holdings

IN FAVOUR OF

Wilmington Trust (London) Limited, Third Floor, 1 King's Arms Yard, London EC2R 7AF United Kingdom as Collateral Agent (as defined below)

COVENANTS

1. INTERPRETATION

1.1 Definitions in the First Lien Intercreditor Agreement: Words and expressions defined in the First Lien Intercreditor Agreement and used in this deed shall, unless otherwise defined herein or the context otherwise requires, have the meanings given to them in the First Lien Intercreditor Agreement.

1.2 Successors: Any reference to the "Collateral Agent", "Chargor" or the "Secured Parties" shall be construed so as to include its or their (and any subsequent) successors and any permitted transferees or assignees in accordance with their respective interests.

1.3 Definitions: In addition, in this deed, unless the context otherwise requires:

"Agreed Security Principles" has the meaning it is given in the Credit Agreement and any Senior Secured Notes Indenture and to the extent of any inconsistency the meaning it is given in the Credit Agreement shall prevail.

"Amendment No. 1 and Joinder Agreement" means the joinder agreement dated 21 January 2010 made among (amongst others) the Collateral Agent, The Bank of New York Mellon, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which the Collateral Agent is appointed as an additional collateral agent and becomes party to the First Lien Intercreditor Agreement.

"Applicable Representative" has the meaning given to it in the First Lien Intercreditor Agreement.

"Chargors" means the Initial Chargors and any other company which delivers a deed in the form of schedule 2 to the Collateral Agent in accordance with clause 14.1

"Collateral Agent" means Wilmington Trust (London) Limited in its capacity as collateral agent for the Secured Parties as appointed under the Amendment No. 1 and Joinder Agreement and includes its successors, permitted transferees and permitted assigns in such capacity.

"Companies Act" means the Companies Act 1993.

"Credit Agreement" means the fourth amended and restated credit agreement dated 5 August 2016 between (among others) Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Pactiv LLC, and the other Borrowers listed therein, Reynolds Group Holdings Limited, the Lenders listed therein and Credit Suisse AG as Administrative Agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Collateral Agent.

"Enforcement Event" means an "Event of Default" under, and as defined in, the First Lien Intercreditor Agreement.

"First Lien Intercreditor Agreement" means the First Lien Intercreditor Agreement dated 5 November 2009, among the Collateral Agent, The Bank of New York Mellon, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as amended, novated, supplemented, restated or modified from time to time (including by the Amendment No. 1 and Joinder Agreement).

"Holdings" means Reynolds Group Holdings Limited.

"Initial Chargors" means the entities listed in schedule 1.

"Intercreditor Arrangements" means the First Lien Intercreditor Agreement, any Other Intercreditor Agreement (as defined in the Credit Agreement) and any other document that is designated by the Loan Parties' Agent and the Collateral Agent as an intercreditor agreement, in each case, as amended, novated, supplemented, restated, replaced or modified from time to time.

"Issuers" means the "Issuers" under, and as defined in, any Senior Secured Notes Indenture, including their successors in interest.

"Lien" has the meaning it is given in the First Lien Intercreditor Agreement.

"Loan Documents" means the "Credit Documents" under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties' Agent and the Collateral Agent as a Loan Document.

"Loan Parties" means the "Grantors" under, and as defined in, the First Lien Intercreditor Agreement.

"Loan Parties' Agent" means Reynolds Group Holdings Limited.

"Other Property" has the meaning given to it in clause 2.1, and a reference to Other Property includes any part of it.

"Personal Property" has the meaning given to it in clause 2.1, and a reference to Personal Property includes any part of it.

"PLA" means the Property Law Act 2007.

"PPSA" means the Personal Property Securities Act 1999.

"Principal Finance Documents" means the Credit Agreement, any Senior Secured Note Indentures, the Intercreditor Arrangements and any Additional Agreement.

"Receiver" means a receiver, or receiver and manager, appointed by the Collateral Agent under this deed.

"Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents, together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities.

"Secured Parties" means the "Secured Parties" under, and as defined in, the First Lien Intercreditor Agreement.

"Secured Property" means the Personal Property and the Other Property and a reference to Secured Property includes any part of it.

"Senior Secured Note Indenture" has the meaning given in the Credit Agreement.

"Subsidiary" has the meaning given in section 5 of the Companies Act and includes, in relation to any person (whether incorporated in New Zealand or elsewhere), any other person which would be a subsidiary of that person if that person and the other person were both registered under the Companies Act.

1.4 References: Except to the extent that the context otherwise requires, any reference in this deed to:

"disposal" includes any sale, assignment, exchange, transfer, concession, loan, lease, surrender, licence, reservation, waiver, compromise, release, dealing or parting with possession, or the granting of any option, security, right or interest whatever, or any agreement for any of the same, and "dispose" means to make a disposal, and "acquisition" and "acquire" shall be construed accordingly.

a "government agency" includes any government or any governmental, semi-governmental or judicial entity or authority.

a "law" includes common or customary law and any constitution, decree, judgment, legislation, order, ordinance, regulation, by-law, statute, treaty or other legislative measure.

a "person" includes an individual, firm, company, corporation, unincorporated body of persons, organisation or trust, and any government agency, in each case whether or not having separate legal personality.

"written" and "in writing" include all means of reproducing words in a tangible and permanently visible form.

1.5 PLA references: The expressions "further advance by way of financial accommodation", "mortgage debenture", "stated priority limit" and "subsequent mortgage" have the respective meanings given to them under, or in the context of, the PLA.

1.6 PPSA references: The expressions "accession", "account receivable", "financing statement", "financing change statement", "personal property", "security interest" and "verification statement" have the respective meanings given to them under, or in the context of, the PPSA.

1.7 Miscellaneous:

(a) Headings are inserted for convenience only and do not affect interpretation of this deed.

(b) Unless the context otherwise requires, the singular includes the plural and vice versa and words denoting individuals include other persons and vice versa.

(c) A reference to any legislation includes any statutory regulations, rules, orders or instruments made or issued pursuant to that legislation and any amendment to, re-enactment of, or replacement of, that legislation.

(d) Except where inconsistent with the context, the expression "at any time" also means from time to time.

(e) A reference to any document includes reference to that document as amended, extended, restructured, renewed, restated, refunded, modified, novated, supplemented, varied or replaced from time to time.

(f) A reference to any party to a Loan Document or any other document includes its successors and permitted assigns.

(g) Unless otherwise stated, reference to a clause, section or schedule is a reference to a clause or section of, or schedule to, this deed.

1.8 Capacity: The Collateral Agent enters into this deed in its capacity as collateral agent for the Secured Parties.

1.9 Instructions: For the avoidance of doubt, it is acknowledged that the Collateral Agent is permitted to act on the instructions of the Applicable Representative in accordance with Clause 2.02(a)(i) of the First Lien Intercreditor Agreement. It is further acknowledged that the Collateral Agent may assume that any and all instructions received by it from the Applicable Representative under this deed are reasonable, and that any question as to the reasonableness or otherwise of such instructions shall be determined as between the Applicable Representative and the Chargor.

2. SECURITY

2.1 Charging clause: As security for the payment, delivery, performance and observance of the Secured Liabilities, each Chargor:

(a) grants a security interest in all of the Chargor's present and after-acquired personal property, and all of the Chargor's present and future rights in relation to any personal property ("Personal Property"), to the Collateral Agent;

(b) charges all of the Chargor's present and future interest in, and all of the Chargor's present and future rights in relation to, any land and any other property, other than any Personal Property to which the PPSA applies ("Other Property"), in favour of the Collateral Agent; and

(c) agrees, subject to the Agreed Security Principles, to mortgage all of the Chargor's present and future interests in any land to the Collateral Agent.

2.2 Priority:

(a) The security interest granted in Personal Property of a Chargor has the same priority in respect of all Secured Liabilities, including future advances.

(b) For the purposes of sections 91, 92 and 93 of the PLA:

(i) each Chargor acknowledges that this deed secures further advances by way of financial accommodation up to a stated priority limit; and

(ii) the maximum amount for which this deed has priority in relation to any subsequent mortgage is US$10,000,000,000plus interest (and accordingly such amount is the stated priority limit).

(c) Nothing in clause 2.2(b) is to be construed as limiting either the Secured Liabilities or the amount of the Secured Liabilities.

2.3 Continuing security: This deed is a continuing security in respect of each Chargor and shall operate irrespective of any intervening payment, settlement of account or other matter or thing whatever, until a final release has been signed by the Collateral Agent and delivered to the Chargor in accordance with clause 15.

2.4 Nature of charge over Other Property: The charge under this deed is a fixed charge in respect of all Other Property of each Chargor, except where, but only to the extent that, that charge is not legally and fully effective as a fixed charge, in which event that charge shall be a floating charge.

2.5 Automatic crystallisation: Any floating charge shall become a fixed charge automatically and immediately in respect of all Other Property of a Chargor subject to that floating charge:

(a) without the need for any notice or act by the Collateral Agent, if an Enforcement Event occurs; and

(b) in respect of any such Other Property specified in any notice which may be given by the Collateral Agent to the relevant Chargor at any time if the Collateral Agent considers (acting on the reasonable instructions of the Applicable Representative) that Other Property is at risk of being seized, taken or becoming subject to any Lien (other than a Lien permitted under the Principal Finance Documents).

2.6 Automatic de-crystallisation: Any floating charge that has become a fixed charge in accordance with clause 2.5(a) or clause 2.5(b) shall revert to a floating charge automatically and immediately if:

(a) in the event of clause 2.5(a) previously applying, no Enforcement Event is continuing; or

(b) in the event of clause 2.5(b) previously applying, the Collateral Agent considers (acting on the reasonable instructions of the Applicable Representative) that Other Property is no longer at risk of being seized, taken or becoming subject to any Lien (other than a Lien permitted under the Principal Finance Documents).

2.7 Other securities:

(a) This deed is collateral to each other Lien (whenever executed or given) which is at any time held by a Secured Party in respect of the Secured Liabilities.

(b) The Collateral Agent or any other Secured Party may exercise any of its rights, powers and remedies under this deed and any such other Lien separately or concurrently.

(c) Nothing in this deed shall discharge, abate or prejudice any other Lien at any time held by any person.

2.8 Further assurance: Subject to the Agreed Security Principles, each Chargor shall deliver to the Collateral Agent any transfer, assignment, Lien, instrument, or other deed or document, and shall do any other thing, which the Collateral Agent requires (acting on the reasonable instructions of the Applicable Representative) to enable it to:

(a) ensure the Secured Property is subject to an effective security;

(b) perfect the Chargor's title to any of its Secured Property;

(c) perfect the Lien intended to be created by this deed, including, without limitation, in accordance with the provisions of the PPSA;

(d) more satisfactorily secure to the Collateral Agent the Secured Liabilities, including the granting of fixed or specific Liens;

(e) if an Enforcement Event has occurred and is continuing, transfer to, or vest in, the Collateral Agent (or any purchaser from the Collateral Agent or a Receiver) any of the Secured Property;

(f) if an Enforcement Event has occurred and is continuing, facilitate the realisation of any of the Secured Property;

(g) exercise all or any of the rights, powers and remedies conferred on the Collateral Agent or a Receiver by this deed or by law; and

(h) secure to the Collateral Agent the full benefit of the provisions of this deed.

2.9 Capacity: Notwithstanding any other reference or implication in this deed to the contrary each Chargor and the Collateral Agent agrees that the Collateral Agent will at no point be deemed (or be) the owner of any Secured Property in any capacity and that any and all Secured Property is merely pledged, charged, granted or otherwise transferred to the Collateral Agent in its capacity as such and that no rights, discretions, authorities or powers conferred on the Collateral Agent will be used by the Collateral Agent (upon instruction of the Applicable Representative or otherwise) to transfer ownership of any asset to itself as an institution.

3. NEGATIVE COVENANT

3.1 No Chargor shall change its name without first notifying the Collateral Agent of the new name not less than 7 business days before the change takes effect.

4. LIEN ENFORCEABLE

4.1 The Lien created by this deed shall become enforceable if any Enforcement Event has occurred and is continuing.

5. COLLATERAL AGENT MAY REMEDY BREACH

5.1 If a Chargor fails to comply with any of its obligations under this deed, the Collateral Agent may and shall if so instructed by the Applicable Representative, after giving 14 days' notice to the relevant Chargor, (without prejudice to the Collateral Agent's other rights, powers and remedies) pay all amounts and do all such other things as it deems necessary or desirable to remedy any such default or otherwise protect the Lien created by this deed, provided that the Collateral Agent is indemnified and/or secured and/or prefunded to its satisfaction.

6. ENFORCEMENT BY COLLATERAL AGENT

6.1 At any time if an Enforcement Event has occurred and is continuing, the Collateral Agent may and shall if so instructed by the Applicable Representative and if indemnified, secured and/or prefunded to its satisfaction (without it being necessary to appoint a Receiver under this deed and without prejudice to any other rights, powers or remedies it may have under this deed or by law) by notice to the Chargors:

(a) declare the Secured Liabilities to be due and payable, whereupon they shall become immediately due and payable;

(b) exercise any of the powers which are conferred upon a Receiver by clause 7.2 or by law; and

(c) pay any expenses incurred in the exercise of any of such powers out of the revenue from, or proceeds of realisation of, the Secured Property of any Chargor.

7. APPOINTMENT OF RECEIVER

7.1 Power to appoint Receiver: The Collateral Agent may and shall if so instructed by the Applicable Representative (whether or not the Collateral Agent has exercised any of its powers under clause 6.1):

(a) at any time if an Enforcement Event has occurred and is continuing; or

(b) at a Chargor's request (in which case it shall),

appoint in writing and at the cost of the relevant Chargor any person or persons (whether an officer of the Collateral Agent or the Chargor or not) to be Receiver of all or any of the Secured Property. A Receiver shall be the agent of the Chargor, and the Chargor alone shall be responsible for the acts and defaults of the Receiver. The Collateral Agent may remove any Receiver and may appoint a new Receiver in place of a Receiver who has been removed, retired or died, or in addition to a Receiver already appointed.

7.2 Powers of Receiver: Every Receiver appointed in respect of any Secured Property of a Chargor shall (in addition to the powers which a receiver, or receiver and manager, has at law) have power to do all or any of the following things, in such manner and on such terms and conditions as the Receiver thinks fit:

(a) enter upon and take possession of that Secured Property;

(b) carry on, or concur in carrying on, any business of the Chargor;

(c) carry out necessary repairs, effect insurances, and do anything else which the Chargor could do in the conduct of its business;

(d) employ, appoint and terminate the employment or appointment of, any officer, manager, employee or agent;

(e) dispose, or agree to the disposal, of any interest in that Secured Property;

(f) give receipts for money, and do all acts, matters and things which the Receiver thinks proper for realising that Secured Property;

(g) acquire an interest in any asset to form part of that Secured Property;

(h) compromise, settle or submit to arbitration any accounts, claims, questions or disputes which may arise in connection with the business of the Chargor;

(i) bring, take, defend or compromise any proceedings in the name of the Chargor or otherwise;

(j) sign in the name and on behalf of the Chargor, and/or affix the common seal (if any) of the Chargor to, all documents which the Receiver considers necessary or expedient;

(k) vary, or agree to the variation of, any contract or arrangement to which the Chargor is a party;

(l) make calls upon shareholders and contributories in respect of any uncalled amounts on shares in the Chargor and enforce payment of all unpaid calls, for which purpose the provisions contained in the constitution of the Chargor, or otherwise provided by law, in respect of calls shall (with necessary modifications) apply, shall continue to subsist notwithstanding any change in directors of the Chargor, and shall be exercisable to the exclusion of the powers of the directors;

(m) exercise and enforce all rights, powers and remedies which the Chargor could exercise over or in relation to its assets while a going concern, whether or not the Chargor is then in liquidation;

(n) raise or borrow any money and secure the same with interest by any form of Lien over that Secured Property in priority to, equally with, or subsequent to, any Secured Liabilities of the Chargor, or otherwise;

(o) generally do, procure or allow such acts and things in respect of that Secured Property as could the Receiver if he or she had absolute ownership of that Secured Property and carried on the business of the Chargor for the Receiver's own benefit, without being answerable for any consequent loss or damage;

(p) delegate any of the Receiver's powers to any person or persons for such time as the Collateral Agent approves; and

(q) do all or any of the things in paragraphs (a) - (p) above alone or in conjunction with any receiver or receiver and manager appointed by the holder or holders of any other Lien over that Secured Property.

7.3 Application of proceeds: Except to the extent otherwise required by law, all amounts received by the Collateral Agent or a Receiver under this deed, shall be applied in accordance with the provisions of the First Lien Intercreditor Agreement.

7.4 Remuneration of Receiver: The Collateral Agent may fix the remuneration of a Receiver at an amount, or on a basis, agreed with the Receiver or, failing agreement, as determined by the Collateral Agent (in its sole discretion) in each case in accordance with the terms of the Principal Finance Documents. Such remuneration shall be paid to the Receiver by the relevant Chargor, and the Collateral Agent shall not be responsible or liable for any such payment.

8. DELEGATION

8.1 Subject to section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by New Zealand law), each of the Collateral Agent and any Receiver shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this deed (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent or the Receiver itself.

9. PROTECTION OF PERSONS DEALING WITH COLLATERAL AGENT OR RECEIVER

9.1 Purchaser or other person: No purchaser or other person dealing with the Collateral Agent or a Receiver, or with any agent or attorney of the Collateral Agent or a Receiver, shall be concerned:

(a) to enquire:

(i) whether the Lien created by this deed has become enforceable;

(ii) whether a Receiver has been properly appointed;

(iii) whether the powers which the Collateral Agent, Receiver, agent or attorney, as the case may be, is exercising or is purporting to exercise have become exercisable;

(iv) as to the necessity for, or the expediency of, the stipulations or conditions subject to which any disposal or Lien is made or given; or

(v) otherwise as to the propriety or regularity of any disposal, Lien, calling in, collection or conversion of any money or asset; or

(b) to see to the application of any amount paid to the Collateral Agent or a Receiver, agent or attorney, as the case may be.

9.2 Damages only remedy: The remedy of the Chargors in respect of any actionable impropriety or irregularity in the exercise, or purported exercise, of the rights, powers or remedies under this deed by the Collateral Agent, a Receiver or an agent or attorney of the Collateral Agent or a Receiver, shall be in damages only. This clause shall not affect the right of a Chargor to take any action to the extent that that action is permitted by the Principal Finance Documents.

10. PROTECTION OF COLLATERAL AGENT, RECEIVER OR OTHER PERSON

10.1 Proceeds of sale: If the Collateral Agent or a Receiver sells any Secured Property pursuant to this deed or otherwise, each of the Collateral Agent and the Receiver shall be accountable only for any purchase money which it actually receives.

10.2 Entry into possession: If the Collateral Agent or a Receiver enters into possession of any Secured Property:

(a) neither of them shall be liable to account as mortgagee in possession in respect of that Secured Property or for any loss for which a mortgagee in possession might otherwise be held liable; and

(b) the Collateral Agent or a Receiver, as the case may be, may at any time give up possession of any Secured Property.

10.3 No liability: Except to the extent provided in the Principal Finance Documents, none of the Collateral Agent, its nominee(s), a Delegate or a Receiver shall be liable by reason of (a) any action taken or omitted to be taken by it as permitted by this deed or (b) any neglect or default in connection with the Secured Property or (c) the taking of possession or realisation of all or any part of the Secured Property.

10.4 Recovery of costs: Except to the extent provided in the Principal Finance Documents, on enforcement (whether successful or not) of this deed, each of the Collateral Agent and the Receiver shall be entitled to deduct from the proceeds of the Secured Property its costs, charges and expenses incurred in connection with such enforcement.

11. ATTORNEY

11.1 Appointment: Each Chargor irrevocably appoints the Collateral Agent and any Receiver severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents and do all things which the attorney may consider to be required or desirable for:

(a) carrying out any obligation imposed on the Chargor by this deed or any other agreement binding on the Chargor to which the Collateral Agent is a party (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Secured Property); and

(b) enabling the Collateral Agent to exercise, or delegate the exercise of, all or any of the rights, powers and remedies of the Collateral Agent provided by or pursuant to this deed or by law; and

(c) enabling any Receiver to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this deed or by law,

provided always that the Collateral Agent may only be entitled to exercise the powers conferred upon it by the Chargor under this clause 11 if:

(a) an Enforcement Event has occurred and is continuing; and/or

(b) the Collateral Agent has received notice from the Applicable Representative, the Loan Parties' Agent and/or the Chargor that the Chargor has failed to comply with a further assurance or perfection obligation within 10 business days of being notified of that failure (with a copy of that notice being sent to the Loan Parties' Agent),

provided further that the Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Chargor under this clause 11 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

11.2 Delegation and conflict: Each attorney may:

(a) delegate its powers (including this power of delegation) to any person for any period, and revoke a delegation; and

(b) exercise or concur in exercising the attorney's powers even if the attorney has a conflict of duty in doing so, or has a direct or personal interest in the means or result of that exercise of such powers.

11.3 Ratification: Each Chargor hereby ratifies anything done by its attorney or a delegate of the attorney in accordance with this clause 11.

12. ASSIGNMENT

12.1 Deed binding: This deed is binding on, and is for the benefit of, the parties and their respective successors, permitted assigns and transferees.

12.2 Chargor may not assign: Unless otherwise permitted under the Principal Finance Documents, a Chargor may not assign or transfer any of its rights or obligations under this deed.

12.3 Collateral Agent may assign and transfer: The Collateral Agent may assign and/or transfer all or part of its rights or obligations under this deed to any replacement collateral agent appointed in accordance with the provisions of the First Lien Intercreditor Agreement.

13. NOTICES

13.1 Each notice or other communication to be given or made by a party under this deed shall be given or made in accordance with the First Lien Intercreditor Agreement.

14. JOINING NEW CHARGORS

14.1 New Chargors: In accordance with clause 5.12 of the Credit Agreement, Holdings shall procure that such of its Subsidiaries as may be necessary under the Agreed Security Principles, or as the Administrative Agent may reasonably request in accordance with the Agreed Security Principles, become Chargors by delivering to the Collateral Agent:

(a) Supplemental deed: duly executed and (if applicable) stamped counterparts of a supplemental deed in (or substantially in) the form of schedule 2, joining the relevant Subsidiary to this deed;

(b) Director's certificate: a certificate in relation to the relevant Subsidiary given by a director of the Subsidiary in such form as the Administrative Agent (acting reasonably) may require with the attachments referred to therein and dated on or not later than seven days after the date of the supplemental deed;

(c) Legal opinion: an opinion of legal advisers to that Subsidiary in form and substance satisfactory to the Administrative Agent; and

(c) KYC requirements: to the extent required, prior to the date of the supplemental deed joining the relevant Subsidiary to this deed all documentation and other information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations.

14.2 Authority to sign: Each Chargor irrevocably appoints Holdings and each of its officers, individually, to be its attorney on behalf of that Chargor and in its name to sign any supplemental deeds and to do, perform and sign any other act, deed, matter or thing relating thereto, and hereby ratifies anything done by its attorney in accordance with this clause 14.2.

15. RELEASE AND REINSTATEMENT

15.1 Release of Lien and Chargor: The Secured Property shall be released, reassigned, retransferred and/or cancelled (as applicable) from the Lien under this deed and a Chargor shall be released from this deed:

(a) by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Chargor, upon the Secured Liabilities being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Chargor or any other person under any of the Loan Documents; or

(b) by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Chargor, upon the Chargor ceasing to be a Loan Party; or

(c) in accordance with, and to the extent required by, the Intercreditor Arrangements (to the extent it is possible to give effect to such arrangements under New Zealand law).

15.2 Release of Secured Property: If a Chargor disposes of any Secured Property and that disposal is permitted by the Principal Finance Documents, that Secured Property shall, unless an Enforcement Event has occurred and is continuing, be automatically released, reassigned, retransferred and/or cancelled (as applicable) from the Lien under this deed with effect from the day of such disposal and the Collateral Agent (at the expense and cost of the relevant Chargor) shall do all such acts which are reasonably requested by the relevant Chargor in order to release, reassign, retransfer and/or cancel (as applicable) the relevant Secured Property from the Lien under this deed (including, but not limited to, discharging any registered mortgage in respect of Secured Property). Any or all of the Secured Property shall also be released, reassigned, retransferred and/or cancelled (as applicable) in accordance with and to the extent permitted by the Intercreditor Arrangements.

15.3 Reinstatement: If any payment received or recovered by any Secured Party, a Receiver, or any other person on behalf of any of them is or may be avoided by law or required to be repaid to a liquidator or similar official:

(a) such payment shall be deemed not to have affected or discharged the liability of the relevant Chargor under this deed or any other Lien given by the Chargor in favour of the Collateral Agent or, as the case may be, the relevant Secured Party and, the Collateral Agent, each Secured Party and the Chargor shall, to the maximum extent permitted by law, be restored to the position in which each would have been if such payment had not been received or recovered; and

(b) the Collateral Agent and each other Secured Party shall be entitled to exercise all its rights which it would have been entitled to exercise if such payment had not been received or recovered,

notwithstanding that the Collateral Agent may have signed a release pursuant to clause 15.1.

16. PPSA RIGHTS

16.1 No consent or subordination: Nothing in this deed shall be construed as:

(a) an agreement to subordinate the Lien created by this deed in favour of any person;

(b) a consent by the Collateral Agent to any other Lien attaching (as that term is used in the context of the PPSA) to, or any other Lien subsisting over, any Secured Property; or

(c) a consent by the Collateral Agent to any property that is not Secured Property becoming an accession to any Secured Property.

16.2 Verification statement: Each Chargor waives the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the Lien created by this deed.

16.3 Contracting out of PPSA rights: Each Chargor:

(a) agrees that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to this deed, or the Lien created by this deed; and

(b) waives its right to:

(i) receive notice of the Collateral Agent's proposal to retain any Secured Property under section 120(2) of the PPSA;

(ii) object to the Collateral Agent's proposal to retain any Secured Property under section 121 of the PPSA;

(iii) not have goods damaged when the Collateral Agent removes an accession under section 125 of the PPSA;

(iv) be reimbursed for damage caused when the Collateral Agent removes an accession under section 126 of the PPSA;

(v) refuse permission to remove an accession under section 127 of the PPSA;

(vi) receive notice of the removal of an accession under section 129 of the PPSA; and

(vii) apply to the Court for an order concerning the removal of an accession under section 131 of the PPSA.

17. APPLICATION OF PLA AND OTHER LAWS

17.1 Mortgage Debenture: This deed is intended to take effect as a mortgage debenture.

17.2 Relationship with PLA:

(a) The covenants, conditions and powers implied in mortgages of goods by section 96 of the PLA do not apply to this deed.

(b) The covenants, conditions and powers implied in mortgages of land by section 95 of the PLA do not apply to this deed, other than for the following sections of Part 1 of the Schedule 2 to the PLA (which will continue to apply):

(i) sections 4 - 10 (inclusive); and

(ii) sections 14 - 17 (inclusive).

17.3 Relationship with other laws:

(a) Subject to clause 17.2, the rights, powers and remedies of the Collateral Agent provided in this deed are in addition to, and not exclusive of, any rights, powers or remedies provided by law.

(b) If any provision in this deed conflicts with the provisions of any law or any provisions implied by any law (after taking account of the implied covenants, conditions, powers and rights negated by clauses 16.2, 16.3 and 17.2), then:

(i) if the provisions of or implied by that law may be varied or negatived, the provisions of this deed will take precedence and the provisions of or implied by that law will be deemed not to apply to this deed or to apply only as varied by the provisions of this deed; or

(ii) if the provisions of or implied by that law may not be varied or negatived, then the provisions of this deed must be read subject to the provisions of or implied by that law.

18. INDEMNITY

18.1 To the extent set out in section 4.11 of the First Lien Intercreditor Agreement, the Chargors shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents, attorneys, any Delegate and any Receiver against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may sustain as a consequence of any breach by the Chargors of the provisions of this deed, the exercise or purported exercise of any of the rights and powers conferred on them by this deed or otherwise relating to the Secured Property.

19. MISCELLANEOUS

19.1 Partial invalidity: If at any time any provision of this deed or any other document relating to the Secured Liabilities is or becomes illegal, invalid or unenforceable in any respect under the law of any relevant jurisdiction, that illegality, invalidity or unenforceability shall not affect the enforceability of the provisions, or (as the case may be) the remaining provisions, of this deed, nor shall the legality, validity or enforceability of any of those provisions under the law of any other jurisdiction be in any way affected or impaired thereby.

19.2 No implied waivers: Time shall be of the essence in respect of performance by the Chargors of the Chargors' obligations under this deed, but no failure on the part of the Collateral Agent to exercise, and no delay on its part in exercising, any right, power or remedy under this deed shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

19.3 Obligations independent: Each of the obligations of the Chargors under clauses 10.4 and 18.1 shall constitute a continuing obligation, separate and independent from the Chargors' other obligations under this deed and shall survive discharge of the Secured Liabilities and release of this deed.

19.4 Enforcement: It shall not be necessary for the Collateral Agent to incur any expense or make any payment before enforcing any of its rights in respect of any obligation of the Chargors referred to in clause 19.3.

19.5 No merger or marshalling: The right of each Secured Party to payment or performance of any Secured Liabilities (including under any negotiable instrument or a Loan Document) shall not merge in the liability of a Chargor for those Secured Liabilities under this deed. The Collateral Agent has no duty to marshall in favour of a Chargor or any other person.

19.6 Conflict of provisions: This deed is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this deed and the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.

19.7 Consents: Subject to express wording to the contrary contained in this deed, the Collateral Agent or a Receiver may give or withhold any approval or consent in that person's absolute discretion, and either conditionally or unconditionally.

19.8 Delivery: For the purposes of Section 9 of the PLA, and without limiting any other mode of delivery, this deed will be delivered by the Chargors immediately on the earlier of:

(a) physical delivery of an original of this deed, executed by the Chargors, into the custody of the Collateral Agent or the Collateral Agent's solicitors; or

(b) transmission by the Chargors or their solicitors (or any other person authorised in writing by the Chargor) of a facsimile, photocopied or scanned copy of an original of this deed, executed by the Chargors, to the Collateral Agent or the Collateral Agent's solicitors.

19.9 Authority: The Chargors acknowledge and agree that the Collateral Agent's actions under this deed are on the basis of authority conferred under the Principal Finance Documents to which the Collateral Agent is a party, and on directions of the Applicable Representative. In so acting, the Collateral Agent shall have, subject to the terms of the Principal Finance Documents, the protections, immunities, rights, indemnities and benefits conferred on the collateral agent under the Principal Finance Documents.

20. GOVERNING LAW AND JURISDICTION

20.1 This deed shall be governed by, and construed in accordance with, the laws of New Zealand, and the parties hereby submit to the non-exclusive jurisdiction of the courts of New Zealand.

21. COUNTERPARTS

21.1 This deed may be signed in any number of counterparts, all of which will together constitute one and the same instrument, and any of the parties may execute this deed by signing any such counterpart.

SIGNED AND DELIVERED AS A DEED

Executed on behalf of REYNOLDS GROUP HOLDINGS LIMITED by its authorised signatory:
and witnessed by:	/s/ Cindi Lefari
	Signature of authorised signatory
	Cindi Lefari
	Name of authorised signatory
/s/ Amelia Reedy
Signature of witness
Amelia Reedy
Name of witness
Personal Assistant
Occupation
Sydney
City/town of residence

Executed on behalf of CLOSURE SYSTEMS INTERNATIONAL LIMITED as Chargor by its authorised signatory:
and witnessed by:	/s/ Cindi Lefari
	Signature of authorised signatory
	Cindi Lefari
	Name of authorised signatory
/s/ Amelia Reedy
Signature of witness
Amelia Reedy
Name of witness
Personal Assistant
Occupation
Sydney
City/town of residence

Executed on behalf of EVERGREEN PACKAGING INTERNATIONAL LIMITED as Chargor by its authorised signatory:
and witnessed by:	/s/ Cindi Lefari
	Signature of authorised signatory
	Cindi Lefari
	Name of authorised signatory
/s/ Amelia Reedy
Signature of witness
Amelia Reedy
Name of witness
Personal Assistant
Occupation
Sydney
City/town of residence

Executed on behalf of REYNOLDS PACKAGING INTERNATIONAL LIMITED as Chargor by its authorised signatory:
and witnessed by:	/s/ Cindi Lefari
	Signature of authorised signatory
	Cindi Lefari
	Name of authorised signatory
/s/ Amelia Reedy
Signature of witness
Amelia Reedy
Name of witness
Personal Assistant
Occupation
Sydney
City/town of residence

WILMINGTON TRUST (LONDON) LIMITED as Collateral Agent by its authorised signatory:

/s/ Keith Reader

Signature of authorised signatory

Keith Reader

Name of authorised signatory

SCHEDULE 1

Initial Chargors

1. Closure Systems International Limited

2. Evergreen Packaging International Limited

3. Reynolds Packaging International Limited

SCHEDULE 2

Form of Deed Joining New Chargor

SUPPLEMENTAL DEED dated                               20[]

PARTIES

REYNOLDS GROUP HOLDINGS LIMITED ("Holdings")

[                          ] ("New Chargor")

IN FAVOUR OF WILMINGTON TRUST (LONDON) LIMITED ("Collateral Agent")

INTRODUCTION

A. Certain Subsidiaries of Holdings are parties to a general security deed dated [•] September2017, as amended from time to time, ("NZ General Security") under or pursuant to which the Subsidiaries have given security and other undertakings for the benefit of the Collateral Agent and other Secured Parties (as defined therein).

B. The New Chargor is a Subsidiary of Holdings.

C. At the request of Holdings, the New Chargor wishes to execute this deed (being a deed supplemental to the NZ General Security and in or to the effect of the form prescribed in schedule 2 to the NZ General Security) in order to become a Chargor as required by the NZ General Security.

D. The directors of the New Chargor have resolved that it is in the New Chargor's interest that the New Chargor provides the security and the other undertakings to the Secured Parties in terms of the NZ General Security and that this deed be accordingly executed by the New Chargor.

COVENANTS

1. Definitions: To the extent to which the same are applicable the definitions, references and provisions contained in section 1 of the NZ General Security shall apply to and be incorporated in this deed.

2. Acknowledgement: The New Chargor acknowledges that credit or other financial accommodation has been and will hereafter be provided to one or more of the Chargors on the condition and in part consideration that the New Chargor will give, or has given, to the Secured Parties the covenants contained in this deed and the NZ General Security.

3. Charging clause: As security for the payment or delivery of the Secured Liabilities and the performance and observance by the New Chargor of all of its obligations to the Collateral Agent at any time, the New Chargor:

grants a security interest in all of its Personal Property to the Collateral Agent

(a) charges all of its Other Property in favour of the Collateral Agent; and

(b) agrees, subject to the Agreed Security Principles, to mortgage all of its present and future interests in any land to the Collateral Agent.

This security interest and charge will be treated for the purposes of the NZ General Security as having been created pursuant to clause 2 of the NZ General Security.

4. Implied provisions: Pursuant to section 14 of the PLA of New Zealand it is hereby declared that there shall be deemed to be incorporated in this deed all the covenants, representations, warranties and provisions of the NZ General Security in the same manner and to the same extent as if the said covenants, representations, warranties and other provisions had been set out in full in this deed (with all necessary modifications) and made applicable to the New Chargor as though it were a Chargor and the New Chargor accordingly covenants and agrees, jointly and severally, with each other Chargor, to perform, observe and be bound by the said covenants, representations, warranties and other provisions.

5. Governing law: This deed shall be governed by, and construed in accordance with, the laws of New Zealand.

EXECUTION AS A DEED

Executed on behalf of REYNOLDS GROUP HOLDINGS LIMITED by its authorised signatory:
and witnessed by:
	Signature of authorised signatory
	Name of authorised signatory
Signature of witness
Name of witness
Occupation
City/town of residence

Executed on behalf of [                          ]LIMITED by its authorised signatory:
and witnessed by:
	Signature of authorised signatory
	Name of authorised signatory
Signature of witness
Name of witness
Occupation
City/town of residence

EX-2.13

EXECUTION VERSION

CONFIRMATION AND REAFFIRMATION LETTER AGREEMENT

Credit Suisse AG, Cayman Islands Branch, as Administrative AgentEleven Madison Avenue
New York, NY 10010
Attention:  Agency Group

The Bank of New York Mellon

101 Barclay Street, 7-E

New York, NY 10286

Attention: International Corporate Trust

Wilmington Trust (London) Limited

1 King's Arms Yard

London EC2R 7AF

United Kingdom

Fax: +44 (0)20 7397 3601

Attention: Christopher Hurford

Ladies and Gentlemen:

Reference is made to (i) the Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016, (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC. (“RGHI”), a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC., a Delaware limited liability company (formerly known as Closure Systems International Holdings Inc.), EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL INC., a Delaware corporation, GRAHAM PACKAGING COMPANY INC., a Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“Closure Netherlands”), Beverage Packaging Holdings (Luxembourg) III S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto and (ii) the First Lien Intercreditor Agreement, dated as of November 5, 2009 (as amended, supplemented or otherwise modified from time to time, the “FLICA”), among THE BANK OF NEW YORK MELLON, as Collateral Agent, WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent, CREDIT SUISSE AG, as representative under the Credit Agreement, THE BANK OF NEW YORK MELLON, as representative under the Indenture, each grantor party thereto and each additional representative from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or the FLICA, as applicable.

This reaffirmation letter agreement (this “Reaffirmation”) is being delivered to the addressees in connection with certain reorganizations whereby the entities listed in Schedule A (each a “Migrated Subsidiary”, and together the “Migrated Subsidiaries”) hereto has transferred its registered office, principal place of establishment and place of effective management from Luxembourg to New Zealand (the “Migration”).

In consideration for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective immediately after the effectiveness of the Migration, the Migrated Subsidiaries hereby (i) confirm, reaffirm, ratify and, to the extent necessary under any applicable law, assume in all respects its obligations under the Credit Documents (as defined in the FLICA), (ii) confirm each of their guarantees of the Obligations (as defined in the FLICA) as provided in the Credit Documents (including any limitations expressly set forth therein as may be amended and/or modified from time to time) and acknowledge that such guarantees (including any limitations thereto expressly set forth in the relevant Credit Document) continue in full force and effect in respect of the Obligations under the Credit Agreement and the other Credit Documents and (iii) agree that, notwithstanding the Migration, the Credit Documents to which the Migrated Subsidiaries are a party to continue to be in full force and effect and that the Migrated Subsidiaries shall continue to be bound by all the terms and conditions thereof and to perform all of their obligations thereunder.

This Reaffirmation shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Secured Parties under any Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in any Credit Document, all of which shall continue in full force and effect.

This Reaffirmation shall not extinguish the obligations for the payment of money outstanding under any Credit Document or discharge or release the priority of any Credit Document or any other security therefor. Nothing herein shall be construed as a substitution or novation of the obligations outstanding under any Credit Document or instruments securing the same, which shall remain in full force and effect. Nothing in or implied by this Reaffirmation or in any other document contemplated hereby shall be construed as a release or other discharge of Holdings, any Borrower, any Issuer or any other Grantor under any Credit Document from any of its obligations and liabilities thereunder. Each of the Credit Documents shall remain in full force and effect notwithstanding the execution and delivery of this Reaffirmation.

THIS REAFFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

This Reaffirmation is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms of the Credit Agreement as applicable.

For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the First Lien Intercreditor Agreement or any other Credit Document shall continue in full force and effect and shall apply to this Reaffirmation as if set out in full herein.

This Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Reaffirmation by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

<Remainder of Page Intentionally Left Blank>

IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed and delivered as of this 29th day of September, 2017.

EVERGREEN PACKAGING INTERNATIONAL LIMITED (formerly known as EVERGREEN PACKAGING INTERNATIONAL, S.À R.L)

By:/s/ Cindi Lefari
Name: Cindi Lefari
Title: Authorised Signatory

REYNOLDS PACKAGING INTERNATIONAL LIMITED (formerly known as REYNOLDS PACKAGING INTERNATIONAL, S.À R.L.)

By:/s/ Cindi LefariName: Cindi Lefari
Title: Authorised Signatory

CLOSURE SYSTEMS INTERNATIONAL LIMITED (formerly known as CLOSURE SYSTEMS INTERNATIONAL, S.À R.L.)

By:/s/ Cindi LefariName: Cindi Lefari
Title: Authorised Signatory

Acknowledged and agreed by:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,
by
	/s/ Linzi Huang
	Name: Linzi Huang
	Title: Authorized Signatory
by
	/s/ Warren Van Heyst
	Name: Warren Van Heyst
	Title: Authorized Signatory

THE BANK OF NEW YORK MELLON, as Collateral Agent,
By
	/s/ Laurence J. O’Brien
	Name: Laurence J. O’Brien
	Title: Authorized Signatory

WILMINGTON TRUST (LONDON) LIMITED, as Collateral Agent,
By
	/s/ Keith Reader
	Name: Keith Reader
	Title: Authorised Signatory

Schedule A

Migrated Subsidiaries

1.Closure Systems International Limited (formerly known as Closure Systems International S.à r.l.)

2.Reynolds Packaging International Limited (formerly known Reynolds Packaging International S.à r.l.)

3.Evergreen Packaging International Limited (formerly known as Evergreen Packaging International S.à r.l.)

1

EX-2.14

EXECUTION VERSION

CONFIRMATION AND REAFFIRMATION LETTER AGREEMENT

Credit Suisse AG, Cayman Islands Branch, as Administrative AgentEleven Madison Avenue
New York, NY 10010
Attention:  Agency Group

The Bank of New York Mellon

101 Barclay Street, 7-E

New York, NY 10286

Attention: International Corporate Trust

Wilmington Trust (London) Limited

1 King's Arms Yard

London EC2R 7AF

United Kingdom

Fax: +44 (0)20 7397 3601

Attention: Christopher Hurford

Ladies and Gentlemen:

Reference is made to (i) the Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016, (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC. (“RGHI”), a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC., a Delaware limited liability company (formerly known as Closure Systems International Holdings Inc.), EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL INC., a Delaware corporation, GRAHAM PACKAGING COMPANY INC., a Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“Closure Netherlands”), Beverage Packaging Holdings (Luxembourg) III S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto and (ii) the First Lien Intercreditor Agreement, dated as of November 5, 2009 (as amended, supplemented or otherwise modified from time to time, the “FLICA”), among THE BANK OF NEW YORK MELLON, as Collateral Agent, WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent, CREDIT SUISSE AG, as representative under the Credit Agreement, THE BANK OF NEW YORK MELLON, as representative under the Indenture, each grantor party thereto and each additional representative from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or the FLICA, as applicable.

This reaffirmation letter agreement (this “Reaffirmation”) is being delivered to the addressees in connection with certain reorganizations whereby the entities listed in Schedule A (each a “Migrated Subsidiary”, and together the “Migrated Subsidiaries”) hereto has transferred its registered office, principal place of establishment and place of effective management from Luxembourg to New Zealand (the “Migration”).

In consideration for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective immediately after the effectiveness of the Migration, the Migrated Subsidiaries hereby (i) confirm, reaffirm, ratify and, to the extent necessary under any applicable law, assume in all respects its obligations under the Credit Documents (as defined in the FLICA), (ii) confirm each of their guarantees of the Obligations (as defined in the FLICA) as provided in the Credit Documents (including any limitations expressly set forth therein as may be amended and/or modified from time to time) and acknowledge that such guarantees (including any limitations thereto expressly set forth in the relevant Credit Document) continue in full force and effect in respect of the Obligations under the Credit Agreement and the other Credit Documents and (iii) agree that, notwithstanding the Migration, the Credit Documents to which the Migrated Subsidiaries are a party to continue to be in full force and effect and that the Migrated Subsidiaries shall continue to be bound by all the terms and conditions thereof and to perform all of their obligations thereunder.

This Reaffirmation shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Secured Parties under any Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in any Credit Document, all of which shall continue in full force and effect.

This Reaffirmation shall not extinguish the obligations for the payment of money outstanding under any Credit Document or discharge or release the priority of any Credit Document or any other security therefor. Nothing herein shall be construed as a substitution or novation of the obligations outstanding under any Credit Document or instruments securing the same, which shall remain in full force and effect. Nothing in or implied by this Reaffirmation or in any other document contemplated hereby shall be construed as a release or other discharge of Holdings, any Borrower, any Issuer or any other Grantor under any Credit Document from any of its obligations and liabilities thereunder. Each of the Credit Documents shall remain in full force and effect notwithstanding the execution and delivery of this Reaffirmation.

THIS REAFFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

This Reaffirmation is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms of the Credit Agreement as applicable.

For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the First Lien Intercreditor Agreement or any other Credit Document shall continue in full force and effect and shall apply to this Reaffirmation as if set out in full herein.

This Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Reaffirmation by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

<Remainder of Page Intentionally Left Blank>

IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed and delivered as of this 31st day of October, 2017.

BEVERAGE PACKAGING HOLDINGS I LIMITED (formerly known as BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.)

By:/s/ Helen Dorothy Golding
Name: Helen Dorothy Golding
Title: Authorized Signatory

BEVERAGE PACKAGING HOLDINGS III LIMITED (formerly known as BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.)

By:/s/ Helen Dorothy GoldingName: Helen Dorothy Golding
Title: Authorized Signatory

BEVERAGE PACKAGING HOLDINGS V LIMITED (formerly known as BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.)

By:/s/ Helen Dorothy GoldingName: Helen Dorothy Golding
Title: Authorized Signatory

REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED (formerly known as REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.)

By:/s/ Helen Dorothy GoldingName: Helen Dorothy Golding
Title: Authorized Signatory

Acknowledged and agreed by:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,
by
	/s/ Lingzi Huang
	Name: Lingzi Huang
	Title: Authorized Signatory
by
	/s/ Andrew Griffin
	Name: Andrew Griffin
	Title: Authorized Signatory

THE BANK OF NEW YORK MELLON, as Collateral Agent,
By
	/s/ Nancy R. Johnson
	Name: Nancy R. Johnson
	Title: Vice President

WILMINGTON TRUST (LONDON) LIMITED, as Collateral Agent,
By
	/s/ Sajada Afzal
	Name: Sajada Afzal
	Title: Authorised Signatory

Schedule A

Migrated Subsidiaries

1.Beverage Packaging Holdings I Limited (formerly known as Beverage Packaging Holdings (Luxembourg) I S.A.)

2.Beverage Packaging Holdings III Limited (formerly known as Beverage Packaging Holdings (Luxembourg) III S.à r.l.)

3.Beverage Packaging Holdings V Limited (formerly known as Beverage Packaging Holdings (Luxembourg) V S.A.)

4.Reynolds Group Issuer (New Zealand) Limited (formerly known as Reynolds Group Issuer (Luxembourg) S.A.)

1

EX-2.15

COMPOSITE SUPPLEMENTAL DEED dated                                       2017

PARTIES

REYNOLDS GROUP HOLDINGS LIMITED ("Holdings")

BEVERAGE PACKAGING HOLDINGS III LIMITED, BEVERAGE PACKAGING HOLDINGS V LIMITED and REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED (each a “New Chargor”)

IN FAVOUR OF WILMINGTON TRUST (LONDON) LIMITED ("Collateral Agent")

INTRODUCTION

A. Certain Subsidiaries of Holdings are parties to a general security deed dated29September2017, as amended from time to time, ("NZ General Security") under or pursuant to which the Subsidiaries have given security and other undertakings for the benefit of the Collateral Agent and other Secured Parties (as defined therein).

B. Each New Chargor is a Subsidiary of Holdings.

C. At the request of Holdings, each New Chargor wishes to execute this deed (being a deed supplemental to the NZ General Security and in or to the effect of the form prescribed in schedule 2 to the NZ General Security) in order to become a Chargor as required by the NZ General Security.

D. The directors of each New Chargor have resolved that it is in that New Chargor's interest that that New Chargor provides the security and the other undertakings to the Secured Parties in terms of the NZ General Security and that this deed be accordingly executed by that New Chargor.

COVENANTS

1. Definitions: To the extent to which the same are applicable the definitions, references and provisions contained in section 1 of the NZ General Security shall apply to and be incorporated in this deed.

2. Acknowledgement: Each New Chargor acknowledges that credit or other financial accommodation has been and will hereafter be provided to one or more of the Chargors on the condition and in part consideration that each New Chargor will give, or has given, to the Secured Parties the covenants contained in this deed and the NZ General Security.

3. Charging clause: As security for the payment or delivery of the Secured Liabilities and the performance and observance by each New Chargor of all of its obligations to the Collateral Agent at any time, each New Chargor:

grants a security interest in all of its Personal Property to the Collateral Agent

(a) charges all of its Other Property in favour of the Collateral Agent; and

(b) agrees, subject to the Agreed Security Principles, to mortgage all of its present and future interests in any land to the Collateral Agent.

This security interest and charge will be treated for the purposes of the NZ General Security as having been created pursuant to clause 2 of the NZ General Security.

4. Implied provisions: Pursuant to section 14 of the PLA of New Zealand it is hereby declared that there shall be deemed to be incorporated in this deed all the covenants, representations, warranties and provisions of the NZ General Security in the same manner and to the same extent as if the said covenants, representations, warranties and other provisions had been set out in full in this deed (with all necessary modifications) and made applicable to each New Chargor as though it were a Chargor and each New Chargor accordingly covenants and agrees, jointly and severally, with each other Chargor, to perform, observe and be bound by the said covenants, representations, warranties and other provisions.

5. Governing law: This deed shall be governed by, and construed in accordance with, the laws of New Zealand.

EXECUTION AS A DEED

Executed on behalf of REYNOLDS GROUP HOLDINGS LIMITED by its authorised signatory:
and witnessed by:	/s/ Helen Dorothy Golding
	Signature of authorised signatory
	Helen Dorothy Golding
	Name of authorised signatory
/s/ Amelia Reedy
Signature of witness
Amelia Reedy
Name of witness
Personal Assistant
Occupation
Sydney
City/town of residence

Executed on behalf of BEVERAGE PACKAGING HOLDINGS III LIMITED by its authorised signatory:
and witnessed by:	/s/ Helen Dorothy Golding
	Signature of authorised signatory
	Helen Dorothy Golding
	Name of authorised signatory
/s/ Amelia Reedy
Signature of witness
Amelia Reedy
Name of witness
Personal Assistant
Occupation
Sydney
City/town of residence

Executed on behalf of BEVERAGE PACKAGING HOLDINGS V LIMITED by its authorised signatory:
and witnessed by:	/s/ Helen Dorothy Golding
	Signature of authorised signatory
	Helen Dorothy Golding
	Name of authorised signatory
/s/ Amelia Reedy
Signature of witness
Amelia Reedy
Name of witness
Personal Assistant
Occupation
Sydney
City/town of residence

Executed on behalf of REYNOLDS GROUP ISSUER (NEW ZEALAND)LIMITED by its authorised signatory:
and witnessed by:	/s/ Helen Dorothy Golding
	Signature of authorised signatory
	Helen Dorothy Golding
	Name of authorised signatory
/s/ Amelia Reedy
Signature of witness
Amelia Reedy
Name of witness
Personal Assistant
Occupation
Sydney
City/town of residence

1

EX-2.26

EXECUTION VERSION

AMENDING AGREEMENTNO. 1 TO
CANADIAN PLEDGE AGREEMENT

EVERGREEN PACKAGING INTERNATIONAL S.À R.L.

TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the "Collateral Agent") on behalf of and for the benefit of itself and the other Secured Parties

FROM: Evergreen Packaging International S.à r.l., formerly Evergreen Packaging International B.V. (the "Pledgor")

DATED:    As of the 6th day of September, 2017.

WHEREAS:

(A) The Pledgor granted the Collateral Agent a Canadian pledge agreement dated as of May 4, 2010 (the "Canadian Pledge Agreement");

(B) The Pledgor has migrated from The Netherlands to Luxembourg and has changed its name from Evergreen Packaging International B.V. to Evergreen Packaging International S.à r.l.; and

(C) The Pledgor and the Collateral Agent (on instructions from the Applicable Representative as defined in and pursuant to the First Lien Intercreditor Agreement) have agreed to amend the Canadian Pledge Agreement by amending the definition of “Pledgor” and the existing Attachment 1 (the “Old Attachment 1”) to the Canadian Pledge Agreement;

NOW THEREFORE in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor covenants and agrees in favour of the Collateral Agent as follows:

ARTICLE I
AMENDMENTS

Section 1.1Canadian Pledge Agreement Amendments. As of and with effect from the date hereof, the Canadian Pledge Agreement shall be amended as follows:

(1) Section 1.1(z) is deleted in its entirety and replaced with the following:

““Pledgor” means Evergreen Packaging International S.à r.l., a private company with limited liability, incorporated under the laws of Luxembourg, having its corporate seat in Munsbach and its registered address at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg;”;

(2) the Old Attachment 1 attached to the Canadian Pledge Agreement is deleted and replaced by the updated Attachment 1 (the “Updated Attachment 1”) attached as Schedule A to this Amending Agreement No. 1; and

(3) the use of the term “Attachment 1” in the Canadian Pledge Agreement (as amended, extended, novated, restated, replaced, supplemented or otherwise modified from time to time) shall mean the Updated Attachment 1 as the same may be amended, extended, novated, restated, replaced, supplemented or otherwise updated from time to time.

ARTICLE II
MISCELLANEOUS

Section 2.1Continuing Effect. The parties hereby confirm the terms of the Canadian Pledge Agreement which continues in full force and effect as amended by the terms of this Amending Agreement No. 1. The Canadian Pledge Agreement and this Amending Agreement No. 1 shall hereafter be read and construed as one instrument.

Section 2.2Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Canadian Pledge Agreement.

Section 2.3Governing Law and Jurisdiction. This Amending Agreement No. 1 shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[SIGNATURE PAGE FOLLOWS]

DATED as of the date first set forth above.

Signed for and on behalf of
Evergreen Packaging International S.à r.l.by
/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Authorized Signatory

Signed for and on behalf of
The Bank of New York Mellon, as Collateral Agent, by

/s/ Latoya S. Elvin
Name:	Latoya S. Elvin
Title:	Vice President

SCHEDULE A

ATTACHMENT 1 to
Canadian Pledge Agreement

Item A.    Pledged Shares

Pledged Share Issuer	Number of Shares Owned	Number of Shares Pledged	% of Shares Pledged of All Outstanding Shares
EVERGREEN PACKAGING CANADA LIMITED	11,000,001	11,000,001	100%

[Amending Agreement No. 1 to Canadian Pledge Agreement]

EX-2.27

- 1 -

AMENDING AGREEMENTNO. 2 TO
CANADIAN PLEDGE AGREEMENT

EVERGREEN PACKAGING INTERNATIONAL LIMITED

TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the "Collateral Agent") on behalf of and for the benefit of itself and the other Secured Parties

FROM: Evergreen Packaging International Limited, formerly Evergreen Packaging International S.à r.l. (the "Pledgor")

DATED:    As of the 29^th day of September, 2017.

WHEREAS:

(A) The Pledgor granted the Collateral Agent a Canadian pledge agreement dated as of May 4, 2010, as amended by Amending Agreement No. 1 dated as of the 6^th day of September, 2017 (the "Canadian Pledge Agreement");

(B) The Pledgor has migrated from Luxembourg to New Zealand and has changed its name from Evergreen Packaging International S.à r.l. to Evergreen Packaging International Limited; and

(C) The Pledgor and the Collateral Agent (on instructions from the Applicable Representative as defined in and pursuant to the First Lien Intercreditor Agreement) have agreed to amend the Canadian Pledge Agreement by amending the definition of “Pledgor”;

NOW THEREFORE in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor covenants and agrees in favour of the Collateral Agent as follows:

ARTICLE I
AMENDMENTS

Section 1.1Canadian Pledge Agreement Amendments. As of and with effect from the date hereof, the Canadian Pledge Agreement shall be amended as follows:

(1) Section 1.1(z) is deleted in its entirety and replaced with the following:

““Pledgor” means Evergreen Packaging International Limited, a private company with limited liability, incorporated under the laws of New Zealand, having its registered address at 148 Quay Street, Auckland, 1010, New Zealand;”.

ARTICLE II
MISCELLANEOUS

Section 2.1Continuing Effect. The parties hereby confirm the terms of the Canadian Pledge Agreement which continues in full force and effect as amended by the terms of this Amending Agreement No. 2. The Canadian Pledge Agreement and this Amending Agreement No. 2 shall hereafter be read and construed as one instrument.

Section 2.2Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Canadian Pledge Agreement.

Section 2.3Governing Law and Jurisdiction. This Amending Agreement No. 2 shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[SIGNATURE PAGE FOLLOWS]

DATED as of the date first set forth above.

Signed for and on behalf of
Evergreen Packaging International Limitedby
/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Authorised Signatory

Signed for and on behalf of
The Bank of New York Mellon, as Collateral Agent, by

/s/ Laurence J. O’Brien
Name:	Laurence J. O’Brien
Title:	Vice President

[Amending Agreement No. 2 to Canadian Pledge Agreement]

EX-2.37

Execution Version

CONFIRMATION AND ACKNOWLEDGEMENT AGREEMENT

TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and in its capacity as fondé de pouvoir in accordance with article 2692 of the Civil Code of Quebec and its successors, permitted transferees and permitted assigns, the "Collateral Agent") on behalf of and for the benefit of itself and the other Secured Parties

DATED:    As of July 1, 2011

RE: Credit agreement dated as of November 5, 2009 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V. and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (the “Credit Agreement”);

AND RE: (i) the senior secured notes indenture, dated as of November 5, 2009, by, among others, the Issuers (as defined therein), the Note Guarantors (as defined therein) and The Bank of New York Mellon as trustee, principal paying agent, transfer agent and registrar, (ii) the senior secured notes indenture, dated October 15, 2010, by, among others, the Escrow Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein) and The Bank of New York Mellon as trustee, principal paying agent, transfer agent and registrar and (iv) the senior secured notes indenture, dated February 1, 2011 by and among the Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein) and The Bank of New York Mellon as trustee, principal paying agent, transfer agent and registrar, in each case as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time (the “Senior Secured Notes Indentures”);

ACKNOWLEDGEMENT AND CONFIRMATION

WHEREAS capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the first lien intercreditor agreement dated as of November 5, 2009, among the Collateral Agent, The Bank of New York Mellon, as trustee under the Senior Secured Notes Indentures, Credit Suisse AG (formerly known as Credit Suisse), as administrative agent under the Credit Agreement, and the Grantors (as defined therein), as amended, novated, supplemented, restated or modified from time to time;

AND WHEREAS pursuant to Articles of Amalgamation dated July 1, 2011, Reynolds Food Packaging Canada Inc., Closure Systems International (Canada) Limited, Newspring Canada Inc., 798795 Ontario Ltd. and Pactiv Canada Inc. (the "Amalgamated Entities" and each an "Amalgamated Entity") amalgamated (the "Amalgamation"), with the amalgamated corporation continuing under the corporate name "Pactiv Canada Inc." ("Amalco");

AND WHEREAS each of the Amalgamated Entities previously executed and delivered various Credit Documents, including, but not limited to, the documents described in Schedule "A" attached hereto;

AND WHEREAS Amalco has entered into this Confirmation to acknowledge and confirm, as the successor corporation to the Amalgamated Entities, the continuing effect of all outstanding Credit Documents entered into by each of the Amalgamated Entities including, but not limited to, the documents described in Schedule "A", notwithstanding the occurrence of the Amalgamation.

NOW THEREFORE for good and valuable consideration the receipt of which is hereby acknowledged, Amalco agrees, for the benefit of the Collateral Agent, on behalf of and for the benefit of the Secured Parties as follows:

1.Amalco hereby acknowledges, confirms and agrees that it is and continues to be bound by all of the provisions of all Credit Documents executed by the Amalgamated Entities, including without limitation, all of the indebtedness, liabilities and obligations of the Amalgamated Entities to the Collateral Agent incurred prior to the Amalgamation pursuant to the documents described in Schedule "A" attached hereto, in the same manner, to the same extent and with the same effect as if Amalco had executed such Credit Documents in the place and stead of the Amalgamated Entities. Without limiting the generality of the foregoing, Amalco acknowledges and confirms that (i) it is liable for and shall observe and perform the obligations, indebtedness and liabilities of the Amalgamated Entities, whether direct, indirect or contingent and howsoever and wheresoever incurred, in connection with all Credit Documents executed by the Amalgamated Entities in accordance with and subject to the terms thereof, (ii) all present and future property and assets of whatever nature and kind of Amalco (including property and assets derived from each Amalgamated Entity) shall be subject to the security interests, hypothecs, mortgages, charges, assignments and other liens granted to or in favour of the Collateral Agent, on behalf of and for the benefit of the Secured Parties, pursuant to the Credit Documents in accordance with and subject to the terms thereof, and (iii) each Credit Document executed by the Amalgamated Entities is and shall continue in full force and effect as a legal, valid and binding obligation, enforceable against Amalco in accordance with its terms, in each case in the same manner, to the same extent and with the same effect as if Amalco had executed such Credit Document in the place and stead of the Amalgamated Entities.

2.Amalco is a corporation resulting from the amalgamation of the Amalgamated Entities,pursuant to the provincial laws of Ontario, continuing under the corporate name "Pactiv Canada Inc.".

3.Amalco by operation of law possesses all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Amalgamated Entities.

4.Collateral Agent hereby acknowledges, confirms and agrees that each of (i) the Canadian pledge agreement dated November 16, 2010 delivered by Newspring Canada Inc. in respect of the issued and outstanding shares of 798795 Ontario Limited, and (ii) the Canadian pledge agreement dated November 16, 2010 delivered by 798795 Ontario Limited in respect of the issued and outstanding shares of Pactiv Canada Inc., are hereby terminated in all respects as a result of the Amalgamation and the cancellation of the shares pledged thereunder.

5.The provisions of this Confirmation shall be binding upon Amalco and its successors and assigns and shall enure to the benefit of the Collateral Agent, the Secured Parties and their respective successors and assigns.

6.Nothing in this Confirmation shall in any way limit or restrict the obligations of Amalco to the Collateral Agent arising as a consequence of the Amalgamation.

7.Amalco shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as may be required from time to time for the purposes of giving effect to this Confirmation and shall use commercially reasonable efforts and take all such steps as may be within its power to implement, to the full extent, the provisions of this Confirmation.

8.This Confirmation shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

9.This Confirmation may be signed in counterparts (including counterparts signed by facsimile transmission) and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

[signature page follows]

DATED as of the date first set forth above.

PACTIV CANADA INC.
	Per:	/s/ Helen Golding
		Name: Helen Golding Title: Authorised Signatory
		I have authority to bind the Corporation

[the remainder of this page intentionally left blank]

ACKNOWLEDGED as of the date first set forth above.

THE BANK OF NEW YORK MELLON, as Collateral Agent
	Per:	/s/ Catherine F. Donohue
		Name: Catherine F. Donohue Title: Vice President
		I have authority to bind the Corporation

SCHEDULE "A"

798795 Ontario Limited

Canadian general security agreement by 798795 Ontario Limited dated as of November 16, 2010 in favour of the Collateral Agent

Closure Systems International (Canada) Limited

Canadian general security agreement by Closure Systems International (Canada) Limited dated as of December 2, 2009 in favour of the Collateral Agent

Newspring Canada Inc.

Canadian general security agreement by Newspring Canada Inc. dated as of November 16, 2010 in favour of the Collateral Agent

Pactiv Canada Inc.

Canadian general security agreement by Pactiv Canada Inc. dated as of November 16, 2010 in favour of the Collateral Agent

Reynolds Food Packaging Canada Inc. (“Reynolds Canada”)

1. Canadian general security agreement by Reynolds Canada dated as of September 1, 2010 in favour of the Collateral Agent

2. Canadian pledge agreement by Reynolds Canada dated as of November 16, 2010, as amended by an amending agreement No. 1 dated April 28, 2011 and an amending agreement No. 2 dated May 2, 2011, in favour of the Collateral Agent

3. Deed of hypothec (the “First Deed of Hypothec”) entered into before Me Lucie Boulanger, notary, on September 1, 2010 under her minute number 1224, between Reynolds Canada and The Bank of New York Mellon, as fondé de pouvoir (in such capacity, the “Attorney”) of the Holders (as such term is defined therein), which First Deed of Hypothec was registered in the register of personal and movable real rights of the Province of Québec (the “Movable Register”) on September 2, 2010, under number 10 0607855 0001

4. Demand bond (the “First Issued Bond”) in a principal amount of CDN$10,000,000,000 dated September 1, 2010 and issued by Reynolds Canada in favour of The Bank of New York Mellon, acting as agent, custodian, depositary and mandatary (in such capacity, the “Agent”)

5. Bond pledge agreement dated September 1, 2010 made by Reynolds Canada relating to the First Issued Bond, in favour of the Agent and the Pledgees as defined therein

6. Deed of hypothec (the “Second Deed of Hypothec”) entered into before Me Stéphanie Martel, notary, on November 16, 2010 under her minute number 300, between Reynolds Canada and the Attorney, which Second Deed of Hypothec was registered in the Movable Register on November 16, 2010, under number 10-0805968-0002

7. Demand bond (the “Second Issued Bond”) in a principal amount of CDN$13,500,000,000 dated November 16, 2010 and issued by Reynolds Canada in favour of the Agent

8. Bond pledge agreement dated November 16, 2010 made by Reynolds Canada relating to the Second Issued Bond, in favour of the Agent and the Pledgees as defined therein

EX-2.38

Execution Version

CONFIRMATION AND ACKNOWLEDGEMENT AGREEMENT

TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and in its capacity as fondé de pouvoir in accordance with article 2692 of the Civil Code of Quebec and its successors, permitted transferees and permitted assigns, the "Collateral Agent") on behalf of and for the benefit of itself and the other Secured Parties

DATED:    As of January 1, 2012

RE: Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Reynolds Group Holdings Inc., the other Borrowers and Guarantors (each as defined in the Credit Agreement) party thereto, the lenders party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (the “Credit Agreement”);

AND RE: (i) the senior secured notes indenture, dated as of November 5, 2009, by, among others, the Issuers (as defined therein), the Note Guarantors (as defined therein) and The Bank of New York Mellon as trustee, principal paying agent, transfer agent and registrar, (ii) the senior secured notes indenture, dated October 15, 2010, by, among others, the Escrow Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein) and The Bank of New York Mellon as trustee, principal paying agent, transfer agent and registrar, (iv) the senior secured notes indenture, dated February 1, 2011 by and among the Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein) and The Bank of New York Mellon as trustee, principal paying agent, transfer agent and registrar, and (v) the senior secured notes indenture, dated August 9, 2011, by, among others, the Escrow Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein) and The Bank of New York Mellon as trustee, principal paying agent, transfer agent and registrar, in each case as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time (the “Senior Secured Notes Indentures”);

ACKNOWLEDGEMENT AND CONFIRMATION

WHEREAS capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the first lien intercreditor agreement dated as of November 5, 2009, among the Collateral Agent, The Bank of New York Mellon, as trustee under the Senior Secured Notes Indentures, Credit Suisse AG (formerly known as Credit Suisse), as administrative agent under the Credit Agreement, and the Grantors (as defined therein), as amended, novated, supplemented, restated or modified from time to time;

AND WHEREAS pursuant to Articles of Amalgamation dated January 1, 2012, Pactiv Canada Inc., Dopaco Canada, Inc., Garven Incorporated and Conference Cup Ltd. (the "Amalgamated Entities" and each an "Amalgamated Entity") amalgamated (the "Amalgamation"), with the amalgamated corporation continuing under the corporate name "Pactiv Canada Inc." ("Amalco");

AND WHEREAS each of the Amalgamated Entities previously executed and delivered various Credit Documents, including, but not limited to, the documents described in Schedule "A" attached hereto;

AND WHEREAS Amalco has entered into this Confirmation to acknowledge and confirm, as the successor corporation to the Amalgamated Entities, the continuing effect of all outstanding Credit Documents entered into by each of the Amalgamated Entities including, but not limited to, the documents described in Schedule "A", notwithstanding the occurrence of the Amalgamation.

NOW THEREFORE for good and valuable consideration the receipt of which is hereby acknowledged, Amalco agrees, for the benefit of the Collateral Agent, on behalf of and for the benefit of the Secured Parties as follows:

1.Amalco hereby acknowledges, confirms and agrees that it is and continues to be bound by all of the provisions of all Credit Documents executed by the Amalgamated Entities, including without limitation, all of the indebtedness, liabilities and obligations of the Amalgamated Entities to the Collateral Agent incurred prior to the Amalgamation pursuant to the documents described in Schedule "A" attached hereto, in the same manner, to the same extent and with the same effect as if Amalco had executed such Credit Documents in the place and stead of the Amalgamated Entities. Without limiting the generality of the foregoing, Amalco acknowledges and confirms that (i) it is liable for and shall observe and perform the obligations, indebtedness and liabilities of the Amalgamated Entities, whether direct, indirect or contingent and howsoever and wheresoever incurred, in connection with all Credit Documents executed by the Amalgamated Entities in accordance with and subject to the terms thereof, (ii) all present and future property and assets of whatever nature and kind of Amalco (including property and assets derived from each Amalgamated Entity) shall be subject to the security interests, hypothecs, mortgages, charges, assignments and other liens granted to or in favour of the Collateral Agent, on behalf of and for the benefit of the Secured Parties, pursuant to the Credit Documents in accordance with and subject to the terms thereof, and (iii) each Credit Document executed by the Amalgamated Entities is and shall continue in full force and effect as a legal, valid and binding obligation, enforceable against Amalco in accordance with its terms, in each case in the same manner, to the same extent and with the same effect as if Amalco had executed such Credit Document in the place and stead of the Amalgamated Entities.

2.Amalco is a corporation resulting from the amalgamation of the Amalgamated Entities,pursuant to the provincial laws of Ontario, continuing under the corporate name "Pactiv Canada Inc.".

3.Amalco by operation of law possesses all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Amalgamated Entities.

4.Collateral Agent hereby acknowledges, confirms and agrees that each of (i) the Canadian pledge agreement dated May 2, 2011 delivered by Dopaco Canada, Inc. in respect of the issued and outstanding shares of Garven Incorporated, and (ii) the Canadian pledge agreement dated May 2, 2011 delivered by Garven Incorporated in respect of the issued and outstanding shares of Conference Cup Ltd., are hereby terminated in all respects as a result of the Amalgamation and the cancellation of the shares pledged thereunder.

5.The provisions of this Confirmation shall be binding upon Amalco and its successors and assigns and shall enure to the benefit of the Collateral Agent, the Secured Parties and their respective successors and assigns.

6.Nothing in this Confirmation shall in any way limit or restrict the obligations of Amalco to the Collateral Agent arising as a consequence of the Amalgamation.

7.Amalco shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as may be required from time to time for the purposes of giving effect to this Confirmation and shall use commercially reasonable efforts and take all such steps as may be within its power to implement, to the full extent, the provisions of this Confirmation.

8.This Confirmation shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

9.This Confirmation may be signed in counterparts (including counterparts signed by facsimile transmission) and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

[signature page follows]

DATED as of the date first set forth above.

PACTIV CANADA INC.
	Per:
		Name: Title:
		I have authority to bind the Corporation

[the remainder of this page intentionally left blank]

ACKNOWLEDGED as of the date first set forth above.

THE BANK OF NEW YORK MELLON, as Collateral Agent
	Per:
		Name: Title:

SCHEDULE "A"

798795 Ontario Limited (as predecessor to Pactiv Canada Inc. pursuant to an amalgamation dated July 1, 2011)

Canadian general security agreement by 798795 Ontario Limited dated as of November 16, 2010 in favour of the Collateral Agent

Closure Systems International (Canada) Limited (as predecessor to Pactiv Canada Inc. pursuant to an amalgamation dated July 1, 2011)

Canadian general security agreement by Closure Systems International (Canada) Limited dated as of December 2, 2009 in favour of the Collateral Agent

Newspring Canada Inc. (as predecessor to Pactiv Canada Inc. pursuant to an amalgamation dated July 1, 2011)

Canadian general security agreement by Newspring Canada Inc. dated as of November 16, 2010 in favour of the Collateral Agent

Pactiv Canada Inc. (as predecessor to Pactiv Canada Inc. pursuant to an amalgamation dated July 1, 2011)

Canadian general security agreement by Pactiv Canada Inc. dated as of November 16, 2010 in favour of the Collateral Agent

Reynolds Food Packaging Canada Inc. (“Reynolds Canada”) (as predecessor to Pactiv Canada Inc. pursuant to an amalgamation dated July 1, 2011)

1. Canadian general security agreement by Reynolds Canada dated as of September 1, 2010 in favour of the Collateral Agent

2. Canadian pledge agreement by Reynolds Canada dated as of November 16, 2010, as amended by an amending agreement No. 1 dated April 28, 2011 and an amending agreement No. 2 dated May 2, 2011, in favour of the Collateral Agent

3. Deed of hypothec (the “First Deed of Hypothec”) entered into before Me Lucie Boulanger, notary, on September 1, 2010 under her minute number 1224, between Reynolds Canada and The Bank of New York Mellon, as fondé de pouvoir (in such capacity, the “Attorney”) of the Holders (as such term is defined therein), which First Deed of Hypothec was registered in the register of personal and movable real rights of the Province of Québec (the “Movable Register”) on September 2, 2010, under number 10 0607855 0001

4. Demand bond (the “First Issued Bond”) in a principal amount of CDN$10,000,000,000 dated September 1, 2010 and issued by Reynolds Canada in favour of The Bank of New York Mellon, acting as agent, custodian, depositary and mandatary (in such capacity, the “Agent”)

5. Bond pledge agreement dated September 1, 2010 made by Reynolds Canada relating to the First Issued Bond, in favour of the Agent and the Pledgees as defined therein

6. Deed of hypothec (the “Second Deed of Hypothec”) entered into before Me Stéphanie Martel, notary, on November 16, 2010 under her minute number 300, between Reynolds Canada and the Attorney, which Second Deed of Hypothec was registered in the Movable Register on November 16, 2010, under number 10-0805968-0002

7. Demand bond (the “Second Issued Bond”) in a principal amount of CDN$13,500,000,000 dated November 16, 2010 and issued by Reynolds Canada in favour of the Agent

8. Bond pledge agreement dated November 16, 2010 made by Reynolds Canada relating to the Second Issued Bond, in favour of the Agent and the Pledgees as defined therein

Dopaco Canada, Inc.

Canadian General Security Agreement dated as of May 2, 2011 delivered by Dopaco Canada to the Collateral Agent

Garven Incorporated

Canadian General Security Agreement dated as of May 2, 2011 delivered by Garven to the Collateral Agent

Conference Cup Ltd.

Canadian General Security Agreement dated as of May 2, 2011 delivered by Conference Cup to the Collateral Agent

Pactiv Amalgamation: Step B.4

EX-2.40

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentationfor it, or any document which includes written confirmations or references to it, into Austria as well as printing outany e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication towhich a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communicationcarrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may causethe imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereofand written and signed references to it outside of Austria and avoid printing out any e-mail communication whichrefers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this documentis attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digitalsignature which refers to any Loan Document to an Austrian addressee.

CANADIAN PLEDGE AGREEMENT (REYNOLDS PACKAGING INTERNATIONAL B.V.)

TO: The Collateral Agent (as defined below) on behalf of and for the benefit of itself and the other Secured Parties (as defined below)

DATED: As of September 1, 2010.

ARTICLE I DEFINITIONS

1.1 Certain Terms. In this Pledge Agreement and in any notice given hereunder, unless otherwise defined herein or the context otherwise requires, capitalized terms used herein have the meanings defined in the First Lien Intercreditor Agreement (as defined below) and:

(a) "Additional Agreement" has the meaning given to such term in the First Lien

Intercreditor Agreement;

(b) "Agreed Security Principles" has the meaning given to such term in the Credit Agreement and the Senior Secured Note Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails;

(c) "Applicable Representative" has the meaning given to such term in the First

Lien Intercreditor Agreement;

(d) "Borrowers" means the "Borrowers" under, and as defined in, the Credit

Agreement from time to time;

(e) "Business Day" means a day (other than Saturday or Sunday) on which banks are open for business in New York, London and Toronto;

(f) "Collateral Agent" means The Bank of New York Mellon in its capacity as collateral agent for the Secured Parties as appointed under the First Lien

Canadian Pledge Agreement (Reynolds Packaging International B.V.)

Intercreditor Agreement, and its successors, permitted transferees and permitted assigns in such capacity;

(g) "Control Agreement" means:

(i) with respect to any uncertificated securities included in the Pledged Collateral, an agreement between the issuer of such uncertificated securities and another person whereby such issuer agrees to comply with instructions that are originated by such person in respect of such uncertificated securities, without the further consent of the Pledgor; and

(ii) with respect to any securities accounts or security entitlements included in the Pledged Collateral, an agreement between the securities intermediary in respect of such securities accounts or security entitlements and another person to comply with any entitlement orders with respect to such securities accounts or security entitlements that are originated by such person, without the further consent of the Pledgor;

(h) "Credit Agreement" means the Credit Agreement dated as of November 5, 2009 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V. and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time;

(i) "Delegate" means a delegate or sub-delegate appointed pursuant to Section 7.3 of this Pledge Agreement;

(j) "Distributions" means all stock dividends, liquidating dividends, capital stock resulting from (or in connection with the exercise of) stock splits, reclassifications, warrants, options, non-cash dividends, amalgamations, mergers, consolidations, and all other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Pledged Shares, Pledged Property or other capital stock constituting Pledged Collateral, but shall not include Dividends;

(k) "Dividends" means cash dividends and cash distributions with respect to any Pledged Shares or other Pledged Property made in the ordinary course of business but excludes any liquidating dividend;

(l) "Enforcement Event" means an "Event of Default" under, and as defined in, the

First Lien Intercreditor Agreement;

(m) "First Lien Intercreditor Agreement" means the First Lien Intercreditor Agreement dated as of November 5, 2009, among the Collateral Agent, The Bank of New York Mellon, as trustee under the Senior Secured Note Indenture, Credit Suisse AG (formerly known as Credit Suisse), as administrative agent under the

Credit Agreement, and the Loan Parties, as amended, novated, supplemented, restated or modified from time to time (including by the Amendment No. 1 and Joinder Agreement which added Wilmington Trust London Limited as a collateral agent under the First Lien Intercreditor Agreement);

(n) "Governmental Authority" means any federal, provincial, regional, municipal or local government or any department, agency, board, tribunal or authority thereof or other political subdivision thereof and any person exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government or the operation thereof;

(o) "Intercreditor Arrangements" means the First Lien Intercreditor Agreement and any other document that is designated by the Loan Parties' Agent and the Collateral Agent as an intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced or modified from time to time;

(p) "Issuers" means the "Issuers" under, and as defined in, the Senior Secured Note

Indenture, including their successors in interest;

(q) "Lien" has the meaning given to such term in the First Lien Intercreditor

Agreement;

(r) "Loan Documents" means the "Credit Documents" under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document

(s) "Loan Parties" means the "Grantors" under, and as defined in, the First Lien

Intercreditor Agreement;

(t) "Loan Parties’ Agent" means Reynolds Group Holdings Limited (formerly known as Rank Group Holdings Limited);

(u) "Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor to the Secured Parties (or any of them) under each or any of the Loan Documents, together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities;

(v) "Pledged Collateral" has the meaning assigned to such term in Section 2.1;

(w) "Pledged Property" means all Pledged Shares and all other capital stock and all other financial assets of any Pledged Share Issuer issued to or held by, for, or on behalf of the Pledgor, all security entitlements and securities accounts with respect thereto, all assignments of any amounts due or to become due, all other instruments issued by a Pledged Share Issuer which are now being delivered by the Pledgor to the Collateral Agent or which may from time to time hereafter be

delivered by the Pledgor to the Collateral Agent for the purpose of the pledge under this Pledge Agreement to which the Pledgor is a party, and all proceeds of any of the foregoing;

(x) "Pledged Share Issuer" means each person identified in Attachment 1 hereto as the issuer of the Pledged Shares identified opposite the name of such person, and each other person that is organized under the laws of Canada or a province or territory thereof whose capital stock is pledged or is required under the Loan Documents to be pledged from time to time by the Pledgor to the Collateral Agent as Pledged Collateral hereunder;

(y) "Pledged Shares" means all of the shares in the capital stock of each Pledged Share Issuer which are now owned or are hereafter acquired by the Pledgor including, without limitation, the shares described in Attachment 1 hereto;

(z) "Pledgor" means Reynolds Packaging International B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and its registered address at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, Chamber of Commerce registration number 34291103;

(aa) "PPSA" means the Personal Property Security Act (Ontario);

(bb) "Principal Finance Documents" means the Credit Agreement, the Senior Secured Note Indenture, the Intercreditor Arrangements and any Additional Agreement;

(cc) "Secured Parties" means the "Secured Parties" under, and as defined in, the First

Lien Intercreditor Agreement;

(dd) "Security Documents" means the "Security Documents" under, and as defined in, the First Lien Intercreditor Agreement;

(ee) "Security Interest" has the meaning given to such term in Section 2.1;

(ff) "Senior Secured Note Indenture" means the Indenture dated as of November 5,

2009, among the Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time;

(gg) "subsidiary" has the meaning given to such term in the Credit Agreement; and

(hh) "STA" means the Securities Transfer Act (Ontario).

1.2 PPSA Definitions. Unless otherwise defined herein or the context otherwise requires, whenever the terms "chattel paper", "documents of title", "instrument", "investment property"

and "proceeds" are used herein, they shall be interpreted in accordance with their respective meanings in the PPSA unless expressly stated or provided otherwise herein.

1.3 STA Definitions. Unless otherwise defined herein or the context otherwise requires, whenever the terms "certificated security"; "entitlement holder", "entitlement order", "financial asset", "limited liability company", "security", "security certificate", "securities account", "security entitlement", "securities intermediary" and "uncertificated security" are used herein, they shall be interpreted in accordance with their respective meanings in the STA; provided that, when used herein, the terms "certificated security" and "uncertificated security" shall be understood to mean a certificated security or uncertificated security, as the case may be, that is held directly by and registered in the name of or endorsed to the Pledgor or the Collateral Agent or their respective nominees, as applicable, and not a certificated security or uncertificated security to which the Pledgor or the Collateral Agent, as applicable, has a security entitlement.

1.4 Rules of Construction. In this Pledge Agreement, unless the contrary intention appears: (a) any rights or benefits stated to accrue to the benefit of the Collateral Agent shall

accrue to the benefit of the Collateral Agent for and on behalf of and for the ratable benefit of itself and the other Secured Parties;

(b) the singular includes the plural and vice versa and words importing a gender include all genders;

(c) other grammatical forms of defined words or expressions have corresponding meanings;

(d) a reference to a party to this Pledge Agreement includes that party's successors and permitted assigns;

(e) a reference to "this Pledge Agreement" includes all schedules and attachments attached hereto as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time;

(f) a reference to a document or agreement includes that document or agreement as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time;

(g) a reference to any thing includes the whole or any part of that thing and a reference to a group of things or persons includes each thing or person in that group;

(h) words implying natural persons include partnerships, bodies corporate, associations, trusts, governments and governmental and local authorities and agencies;

(i) the division of this Pledge Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Pledge Agreement; and

(j) a reference to any legislation or statutory instrument or regulation includes all amendments thereto and all replacements and re-enactments thereof.

1.5 Unlawful Financial Assistance. No obligations shall be included in the definition of "Obligations" to the extent that, if included, the security interest granted pursuant to this Pledge Agreement or any part thereof would be void as a result of a violation of the prohibition on financial assistance as contained in Articles 2:98c and 2:207c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the "Prohibition") and all provisions hereof will be construed accordingly. For the avoidance of doubt, this Pledge Agreement will continue to secure those obligations that, if included in the definition of "Obligations", would not constitute a violation of the Prohibition.

1.6 Capacity. The Collateral Agent enters into this Pledge Agreement in its capacity as collateral agent for the Secured Parties.

ARTICLE II PLEDGE

2.1 Grant of Security Interest. As general and continuing collateral security for the payment and performance of the Obligations, the Pledgor hereby pledges, hypothecates, assigns, charges, mortgages, delivers, and transfers to the Collateral Agent and hereby grants to the Collateral Agent a continuing security interest (the "Security Interest") in all of the following property (collectively, the "Pledged Collateral"):

(a) all issued and outstanding shares of capital stock of each Pledged Share Issuer identified in Attachment 1 hereto, and all certificates and instruments evidencing or representing the same;

(b) all other Pledged Shares issued or acquired from time to time, and all options, warrants, rights and other agreements to acquire Pledged Shares, and all certificates and instruments evidencing or representing the same;

(c) all other Pledged Property whether now or hereafter delivered to the Collateral

Agent in connection with this Pledge Agreement;

(d) all Dividends, Distributions, interest, and other payments and rights with respect to any Pledged Shares including, without limitation, money or other property paid or payable on account of any return on, or repayment of, capital in respect of any Pledged Shares or otherwise distributed or distributable in respect thereof or that will in any way be charged to, or be payable out of, the capital of the Pledged Share Issuer in respect thereof; and

(e) all proceeds of any of the foregoing,

provided that the Security Interest does not extend to shares in any unlimited company or unlimited liability corporation at any time owned or otherwise held by the Pledgor.

2.2 Security for Obligations. This Pledge Agreement and the Pledged Collateral granted herewith secures the payment and performance in full of the Obligations whether for principal, interest, costs, fees, expenses, or otherwise.

2.3 Attachment and Value. The Pledgor acknowledges that value has been given and that the Security Interest created by this Pledge Agreement is intended to attach, as to the Pledged Collateral, upon the execution by the Pledgor of this Pledge Agreement.

2.4 Delivery of Pledged Collateral. Subject to the terms of the Principal Finance Documents (including the Agreed Security Principles), all certificates and other documents representing or evidencing any Pledged Collateral, including all Pledged Shares, shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. Any certificates representing the Pledged Shares shall be in suitable form for transfer by delivery, and shall be accompanied by all necessary instruments of transfer or assignment, duly executed in blank, all in form and substance satisfactory to the Collateral Agent (acting reasonably). Subject to the terms of the Principal Finance Documents (including the Agreed Security Principles), if at any time or from time to time after the date of this Pledge Agreement, the Pledgor shall be entitled to receive or shall receive any Pledged Collateral in addition to or in substitution or exchange for that described in Attachment 1, the Pledgor will promptly (and in any event, within ten (10) Business Days) deliver to the Collateral Agent or, at the Collateral Agent's option, Collateral Agent's nominee, any certificates, instruments and other documents representing or evidencing such Pledged Collateral, in suitable form for transfer by delivery, and shall be accompanied by all necessary instruments of transfer or assignment, duly executed in blank, all in form and substance satisfactory to the Collateral Agent (acting reasonably).

2.5 Registration or Transfer of Pledged Collateral.

(a) If an Enforcement Event has occurred and is continuing, the Collateral Agent shall have the right (but shall not be obliged) to have any uncertificated securities or certificated securities included in the Pledged Collateral registered in its name or in the name of its nominee; and for such purpose the Pledgor shall comply with Section 4.5(a) or Section 4.5(b), as applicable, upon the request of the Collateral Agent.

(b) If an Enforcement Event has occurred and is continuing, the Collateral Agent shall have the right (but shall not be obliged) to become or have its nominee become the entitlement holder with respect to any security entitlements or investment property included in the Pledged Collateral; and for such purpose the Pledgor shall comply with Section 4.5(a) upon the request of the Collateral Agent.

(c) As the registered holder of any uncertificated securities or certificated securities or the entitlement holder with respect to any investment property included in the Pledged Collateral, the Collateral Agent, if an Enforcement Event has occurred and is continuing, shall be entitled (but shall not be obliged) but not bound or required to exercise any of the rights that any holder of such securities or such entitlement holder may at any time have. Neither the Collateral Agent nor any Secured Party will be responsible for any loss occasioned by the exercise of any

of such rights or by failure to exercise the same within the time limited for the exercise thereof.

2.6 Dividends on Pledged Shares. Subject to the terms of the Principal Finance Documents, in the event that any Dividend is to be paid on any Pledged Share at a time when no Enforcement Event has occurred and is continuing such Dividend or payment may be paid directly to the Pledgor. If any Enforcement Event has occurred and is continuing, then any such Dividend or payment shall be paid directly to the Collateral Agent, and the Pledgor shall promptly pay any such Dividend received by it in contravention of this Section 2.6 to the Collateral Agent and until such Dividend is so paid to the Collateral Agent it shall be held separate and apart from the Pledgor's other property in trust for the benefit of or, where this is not legally possible, on behalf of the Collateral Agent by the Pledgor.

2.7 Denominations. If an Enforcement Event has occurred and is continuing, the Collateral Agent shall have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Pledge Agreement. The Pledgor shall use its commercially reasonable efforts to cause the applicable Pledged Share Issuer to comply with a request by the Collateral Agent, pursuant to this Section 2.7, to exchange certificates representing Pledged Shares of such Pledged Share Issuer for certificates of smaller or larger denominations.

2.8 Continuing Security Interest. This Pledge Agreement shall create a continuing Security

Interest in the Pledged Collateral and shall:

(a) remain in full force and effect, subject to Section 2.10, until a final release in favour of the Pledgor has been signed by the Collateral Agent and delivered to the Pledgor in accordance with Section 2.9,

(b) be binding upon the Pledgor and its successors and permitted assigns, and

(c) enure, together with the rights and remedies of the Collateral Agent hereunder.

2.9 Release of Pledgor. The security constituted by this Pledge Agreement shall be released, reassigned, retransferred and cancelled (as applicable):

(a) by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or

(b) in accordance with, and to the extent required by, the Intercreditor Arrangements (to the extent it is possible to give effect to such arrangements under the laws of the Province of Ontario and the federal laws of Canada applicable therein).

2.10 Release of Pledged Collateral. If the Pledgor disposes of any Pledged Collateral and that disposal is permitted by the Principal Finance Documents, such Pledged Collateral shall, unless an Enforcement Event has occurred and is continuing, be automatically released, re- assigned, re-transferred and cancelled (as applicable) from the Security Interest created under this Pledge Agreement with effect from the day of such disposal and the Collateral Agent (if so instructed by the Applicable Representative and at the expense and cost of the Pledgor) shall do all such acts which are reasonably requested by the Pledgor in order to release, re-assign, re- transfer and cancel (as applicable) the relevant Pledged Collateral from the Security Interest created under this Pledge Agreement. Any or all of the Pledged Collateral shall also be released, re-assigned, re-transferred and cancelled (as applicable) in accordance with and to the extent permitted by the Intercreditor Arrangements

2.11 Reinstatement. If any payment received or recovered by any Secured Party, a receiver (which term shall include a receiver and manager but shall not include a Dutch curator or bewindvoerder), or any other person on behalf of any of them is or may be avoided by law or required to be repaid to a liquidator or similar official:

(a) such payment shall be deemed not to have affected or discharged the liability of the Pledgor under this Pledge Agreement or the Security Interest given by the Pledgor in favour of the Collateral Agent or, as the case may be, the relevant Secured Party and, the Collateral Agent, each Secured Party and the Pledgor shall, to the maximum extent permitted by law, be restored to the position in which each would have been if such payment had not been received or recovered; and

(b) the Collateral Agent and each other Secured Party shall be entitled to exercise all its rights which it would have been entitled to exercise if such payment had not been received or recovered,

notwithstanding that the Collateral Agent may have signed a release pursuant to

Section 2.9 or 2.10.

2.12 Return of Pledged Collateral. In connection with any release or termination pursuant to Section 2.9 or 2.10 above, all rights to the applicable Pledged Collateral shall revert to the Pledgor and the Collateral Agent will, at the Pledgor's sole expense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever (except a representation that it has not assigned the same), all certificates and instruments representing or evidencing all applicable Pledged Shares, together with all other applicable Pledged Collateral held by the Collateral Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such release or termination.

ARTICLE III REPRESENTATIONS AND WARRANTIES

3.1 The Pledgor hereby warrants and represents to the Collateral Agent that, on the date of this Pledge Agreement with reference to the facts and circumstances then existing and subject to the provisions of the Principal Finance Documents that:

(a) the representations and warranties made by the Pledgor as Loan Party in

Section 3.01 (Organization; Powers), 3.02 (Authorization), 3.03 (Enforceability),

3.06 (No Material Adverse Change), 3.09 (Litigation; Compliance with Laws),

3.10 (Agreements), 3.19 (Security Documents) and 3.22 (Solvency) of the Credit Agreement, are true and accurate as regards the Pledgor and this Pledge Agreement;

(b) in the case of any Pledged Shares constituting Pledged Collateral except as described under the Credit Agreement or otherwise permitted by the Principal Finance Documents, all of such Pledged Shares are duly authorized and validly issued, fully paid, and non-assessable, and constitute such percentage of all of the issued and outstanding shares of each such class of capital stock of each Pledged Share Issuer as set forth in Attachment 1 attached hereto;

(c) each agreement, if any, that the Pledgor may enter into with a securities intermediary which governs any securities account included in the Pledged Collateral or to which any Pledged Collateral that is investment property may be credited either (i) will specify that the Province of Ontario is the securities intermediary's jurisdiction for the purposes of the STA or (ii) is expressed to be governed by the laws of the Province of Ontario;

(d) none of the Pledged Collateral that is an interest in a partnership or a limited liability company and is subject to the STA:

(i) is dealt in or traded on any securities exchange or in any securities market; (ii) expressly provides by its terms that it is a "security" for the purposes of

the STA or any other similar provincial legislation; or

(iii) is held in a securities account;

except for any such Pledged Collateral of which the Collateral Agent or its nominee has "control" within the meaning of Section 1(2) of the PPSA; and

(e) the Pledgor's place of business or, if the Pledgor has more than one place of business, the Pledgor's chief executive office, is located outside of the Province of Ontario.

3.2 Deemed Repetition. The representations and warranties contained in this Article III will be deemed to be repeated as true and correct in all material respects by the Pledgor on the date of a Credit Event (as defined in the Credit Agreement) during the term of this Pledge Agreement with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

ARTICLE IV COVENANTS

4.1 Protect Pledged Collateral; Further Assurances, etc.The Pledgor will not sell, assign, transfer, pledge or encumber in any other manner the Pledged Collateral (except in favour of the Collateral Agent hereunder, or except as permitted by the Principal Finance Documents). Subject to the Agreed Security Principles, the Pledgor will warrant and defend the pledge and Security Interest herein granted unto the Collateral Agent in and to the Pledged Collateral (and all right and interest represented by the Pledged Collateral) against the claims and demands of all persons whomsoever. Subject to the Agreed Security Principles, the Pledgor agrees that at any time, and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and take all further action requested by the Collateral Agent that may be necessary in the reasonable opinion of the Collateral Agent in order to perfect and protect any Security Interest created or purported to be created hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral.

4.2 Stock Powers, etc.The Pledgor agrees that all Pledged Shares (and all other capital stock constituting Pledged Collateral) delivered by the Pledgor pursuant to this Pledge Agreement will be accompanied by undated stock powers, executed in blank by a duly authorized officer of the Pledgor, or other equivalent instruments of transfer acceptable to the Collateral Agent. Subject to the Agreed Security Principles, the Pledgor will, from time to time, promptly deliver to the Collateral Agent such stock powers, instruments, and similar documents, satisfactory in form and substance to the Collateral Agent, with respect to the Pledged Collateral as the Collateral Agent may reasonably request and will, from time to time upon the request of the Collateral Agent if an Enforcement Event has occurred and is continuing, promptly transfer any Pledged Shares or other common shares constituting Pledged Collateral into the name of any nominee designated by the Collateral Agent.

4.3 Continuous Pledge. Subject to Section 2.9 and Section 2.10 of this Pledge Agreement and subject to the Agreed Security Principles, the Pledgor will, at all times, keep pledged to the Collateral Agent pursuant hereto, and shall deliver forthwith to the Collateral Agent, all Pledged Shares and all other shares of capital stock constituting Pledged Collateral. If an Enforcement Event has occurred and is continuing, on the written request of the Collateral Agent the Pledgor will deliver to the Collateral Agent all Dividends and Distributions received during such Enforcement Event that is continuing with respect to the Pledged Shares, and all other Pledged Collateral and other investment property, proceeds, and rights from time to time received by or distributable to the Pledgor in respect of any Pledged Collateral and will not permit, to the extent of its power and authority, any Pledged Share Issuer to issue any capital stock which shall not have been immediately duly pledged hereunder on a perfected basis, subject only to any prior Liens permitted by the Principal Finance Documents.

4.4 Voting Rights; Dividends, etc.The Pledgor agrees:

(a) if any Enforcement Event has occurred and is continuing, promptly upon receipt thereof by the Pledgor and without any request therefor by the Collateral Agent, to deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Collateral Agent all Dividends, Distributions, and all proceeds of

the Pledged Collateral, all of which shall be held by the Collateral Agent as additional Pledged Collateral for use in accordance with Section 6.3; and

(b) if any Enforcement Event has occurred and is continuing:

(i) to the extent permitted by law, the Collateral Agent may exercise (to the exclusion of the Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares or other shares of capital stock constituting Pledged Collateral and the Pledgor hereby grants the Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such other Pledged Collateral; and

(ii) promptly to deliver to the Collateral Agent such additional proxies and other documents reasonably requested by the Collateral Agent that may be necessary, in the reasonable opinion of the Collateral Agent, to allow the Collateral Agent to exercise such voting power.

If an Enforcement Event has occurred and is continuing, all Dividends, Distributions and proceeds which may at any time, and from time to time, be held by the Pledgor but which the Pledgor is then obligated to deliver to the Collateral Agent, shall, until delivery to the Collateral Agent, be held by the Pledgor separate and apart from its other property in trust for or, where this is legally not possible, on behalf of the Collateral Agent until delivery to the Collateral Agent. The Collateral Agent agrees that unless an Enforcement Event has occurred and is continuing, subject to the terms of the Principal Finance Documents, the Pledgor shall have the exclusive voting power with respect to any shares of capital stock (including any of the Pledged Shares) constituting Pledged Collateral and the Collateral Agent shall, upon the written request of the Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise voting power with respect to any such share of capital stock (including any of the Pledged Shares) constituting Pledged Collateral; provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by the Pledgor that would cause an Enforcement Event.

4.5 Perfection by Control of Securities Interests in Investment Property.

(a) To enable the Collateral Agent to better perfect and protect its security interest in any investment property included in the Pledged Collateral, promptly upon request from time to time by the Collateral Agent, acting reasonably, the Pledgor shall, subject at all times to the rights of the Pledgor pursuant to Section 4.4 and subject to the Agreed Security Principles:

(i) deliver (or cause to be delivered) to the Collateral Agent, endorsed to the Collateral Agent, or such nominee as it may direct and/or accompanied by such instruments of assignment and transfer in such form and substance as the Collateral Agent may reasonably request, any and all instruments and certificated securities included in or relating to the Pledged Collateral as

the Collateral Agent may specify in its request, to be held by the Collateral

Agent subject to the terms of this Pledge Agreement;

(ii) direct the Pledged Share Issuer of any and all certificated securities included in or relating to the Pledged Collateral as the Collateral Agent may specify in its request to register the applicable security certificates in the name of the Collateral Agent or such nominee as it may direct;

(iii) direct the Pledged Share Issuer of any and all uncertificated securities included in or relating to the Pledged Collateral as the Collateral Agent may specify in its request to register the Collateral Agent, or such nominee as it may direct as the registered owner of such uncertificated securities; and

(iv) direct the securities intermediary for any security entitlements or securities accounts included in or relating to the Pledged Collateral as the Collateral Agent may specify in its request to transfer any or all of the financial assets to which such security entitlements or securities accounts relate to such securities account or securities accounts as the Collateral Agent may specify such that the Collateral Agent shall become the entitlement holder with respect to such financial assets or, if any Enforcement Event has occurred and is continuing, the person entitled to exercise all rights with respect to such securities account.

(b) Promptly upon request from time to time by the Collateral Agent, acting reasonably, but subject to the Agreed Security Principles, the Pledgor shall give its consent in writing to:

(i) the entering into by the Pledged Share Issuer of any uncertificated securities included in or relating to the Pledged Collateral as the Collateral Agent may specify in its request, of a Control Agreement with the Collateral Agent, in respect of such uncertificated securities, which consent may be incorporated into an agreement to which such Pledged Share Issuer, the Collateral Agent and the Pledgor are parties; and

(ii) the entering into by any securities intermediary for any securities accounts or security entitlements included in or relating to the Pledged Collateral as the Collateral Agent may specify in its request, of a Control Agreement with the Collateral Agent in respect of such securities accounts or security entitlements, which consent may be incorporated into an agreement to which such securities intermediary, the Collateral Agent and the Pledgor are parties.

(c) Unless otherwise permitted by the Principal Finance Documents, the Pledgor covenants that it will not consent to, and represents and warrants to the Collateral Agent that it has not heretofore consented to:

(i) the entering into by any Pledged Share Issuer of any uncertificated securities included in or relating to the Pledged Collateral of a Control Agreement that remains in effect as of the date hereof in respect of such uncertificated securities with any person other than the Collateral Agent or such nominee or agent as it may direct; or

(ii) the entering into by any securities intermediary for any securities accounts or security entitlements included in or relating to the Pledged Collateral of a Control Agreement that remains in effect as of the date hereof with respect to such securities accounts or security entitlements with any person other than the Collateral Agent or such nominee or agent as it may direct.

(d) Unless otherwise permitted by the Principal Finance Documents, the Pledgor shall not enter into any agreement with any securities intermediary that governs any securities account included in or relating to any Pledged Collateral that specifies any such securities intermediary's jurisdiction to be a jurisdiction other than the Province of Ontario for the purposes of the STA or which is governed by the laws of a jurisdiction other than the Province of Ontario or consent to any amendment to any such agreement that would change such securities intermediary's jurisdiction to a jurisdiction other than the Province of Ontario for the purposes of the STA or its governing law to a jurisdiction other than the Province of Ontario unless it has given the Collateral Agent at least 30 days notice of any such agreement or amendment or the Collateral Agent has agreed to such agreement or amendment.

4.6 Representations and Warranties. The Pledgor will ensure that the representations and warranties set forth in Article III will be true and correct in all material respects on the date of a Credit Event (as defined in the Credit Agreement) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

ARTICLE V

THE COLLATERAL AGENT

5.1 Power of Attorney. The Pledgor by way of security irrevocably appoints the Collateral Agent and any receiver severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents and do all things which the attorney may consider to be required or desirable for:

(a) carrying out any obligation imposed on the Pledgor by this Pledge Agreement or any other agreement binding on the Pledgor to which the Collateral Agent is a party (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Pledged Collateral); and

(b) enabling the Collateral Agent to exercise, or delegate the exercise of, all or any of the rights, powers and authorities conferred on them by or pursuant to this Pledge Agreement or by law;

(c) enabling any receiver to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this Pledge Agreement or by law,

provided alwaysthat the Collateral Agent may only be entitled to exercise the powers conferred upon it by the Pledgor under this Section 5.1 if:

(d) an Enforcement Event has occurred and is continuing; and/or

(e) the Collateral Agent has received notice from the Applicable Representative, the Loan Parties' Agent and/or the Pledgor that the Pledgor has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure (with a copy of that notice being sent to the Loan Party's Agent),

provided furtherthat the Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Pledgor under this Section 5.1 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

The Pledgor hereby acknowledges, consents and agrees that, to the extent permitted by law, the power of attorney granted pursuant to this Section 5.1 is (until a final release in favour of the Pledgor has been signed by the Collateral Agent and delivered to the Pledgor under Section 2.9) coupled with an interest.

5.2 Collateral Agent Has No Duty. The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care (discussed in Section 5.3 below) of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or responsibility for:

(a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Property, whether or not the Collateral Agent has or is deemed to have notice or knowledge of such matters, or

(b) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral.

5.3 Reasonable Care. The Collateral Agent is required to exercise reasonable care in the custody and preservation of any of the Pledged Collateral in its possession; provided, however, the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Pledged Collateral if it exercises the same degree of care as it would exercise with respect to its own securities kept at the same place or if it takes such action for that purpose as the Pledgor requests in writing at times but failure of the Collateral Agent to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care.

ARTICLE VI REMEDIES

6.1 Certain Remedies. If any Enforcement Event has occurred and is continuing:

(a) The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies of a secured party on default under the PPSA (whether or not the PPSA applies to the affected Pledged Collateral) and also may, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at the Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least fifteen days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) The Collateral Agent may:

(i) transfer all or any part of the Pledged Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Pledged Collateral is subject to the Security Interest hereunder,

(ii) notify the parties obligated on any of the Pledged Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder,

(iii) enforce collection of any of the Pledged Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,

(iv) endorse any cheques, drafts, or other writings in the Pledgor's name to allow collection of the Pledged Collateral,

(v) take control of any proceeds of the Pledged Collateral, and

(vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral.

(c) The Collateral Agent may purchase any of the Pledged Collateral, whether in connection with a sale made under the power of sale herein contained or pursuant to judicial proceedings or otherwise and accept the Pledged Collateral in satisfaction of the Obligations upon notice to the Pledgor of its intention to do so in the manner required by law.

(d) The Collateral Agent may (i) grant extensions of time, (ii) take and perfect or abstain from taking and perfecting security, (iii) give up securities, (iv) accept compositions or compromises, (v) grant releases and discharges, and (vi) release any part of the Pledged Collateral or otherwise deal with the Pledgor, debtors of the Pledgor, sureties and others and with the Pledged Collateral and other security as the Collateral Agent see fit without prejudice to the liability of the Pledgor to the Collateral Agent's rights hereunder.

(e) The Collateral Agent will not be liable or responsible for any failure to seize, collect, realize, or obtain payment with respect to the Pledged Collateral and is not bound to institute proceedings or to take other steps for the purpose of seizing, collecting, realizing or obtaining possession or payment with respect to the Pledged Collateral or for the purpose of preserving any rights of the Collateral Agent, the Pledgor or any other person, in respect of the Pledged Collateral. The Collateral Agent will not be liable or responsible for any loss occasioned by any sale or other dealing with the Pledged Collateral or by the retention of or failure to sell or otherwise deal with the Pledged Collateral or bound to protect the Pledged Collateral from depreciating in value or becoming worthless.

(f) The Collateral Agent may apply any proceeds of realization of the Pledged Collateral to payment of reasonable expenses in connection with the preservation and realization of the Pledged Collateral as above described and the Collateral Agent shall apply any balance of such proceeds in accordance with the provisions of the Intercreditor Arrangements.

6.2 Compliance with Restrictions. The Pledgor agrees that in any sale of any of the Pledged Collateral following an Enforcement Event that is continuing, the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Pledged Collateral), or in order to obtain any required approval of the sale or of the purchase by any governmental regulatory authority or official, and the Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Collateral Agent be liable nor accountable to the Pledgor for any discount allowed by the reason of the fact that such Pledged Collateral is sold in compliance with any such limitation or restriction.

6.3 Application of Proceeds. All amounts received by the Collateral Agent or a receiver, whether in the exercise of that person's powers or otherwise, shall (subject to the claims of all secured and unsecured creditors (if any) ranking in priority to the Security Interest created by this Pledge Agreement) be applied in accordance with the provisions of the Intercreditor Arrangements.

If the proceeds from the disposition of the Pledged Collateral fail to satisfy the Obligations and the expenses incurred by the Collateral Agent or any other person in relation to the enforcement hereof, the Pledgor shall be liable to pay any deficiency to the Collateral Agent on demand.

ARTICLE VII MISCELLANEOUS PROVISIONS

7.1 Amendments, etc.No amendment to or waiver of any provision of this Pledge Agreement nor consent to any departure by the Pledgor herefrom shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

7.2 Assignment by Collateral Agent and Secured Parties. The Collateral Agent may assign and/or transfer all or part of its rights or obligations under this Pledge Agreement to any replacement collateral agent appointed in accordance with the First Lien Intercreditor Agreement. All rights of the Secured Parties under this Pledge Agreement shall be assignable and, in any action brought by an assignee to enforce such rights, the Pledgor shall not assert against the assignee any claim or defence which the Pledgor now has or may hereafter have against any Secured Party.

7.3 Delegation. Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by the laws of the Province of Ontario and the federal laws of Canada applicable therein), each of the Collateral Agent and any receiver shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Pledge Agreement (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent or the receiver itself.

7.4 Assignment by Pledgor Prohibited. The Pledgor shall not assign or transfer any of its rights or obligations under this Pledge Agreement without the prior written consent of the Collateral Agent (acting in accordance with the First Lien Intercreditor Agreement).

7.5 Enurement. All rights of the Secured Parties under this Pledge Agreement shall enure to the benefit of their respective successors and assigns and all obligations of the Pledgor under this Pledge Agreement shall bind the Pledgor, its successors and permitted assigns.

7.6 Addresses for Notices. Any notice or communication to be given under this Pledge Agreement to the Pledgor or the Collateral Agent shall be effective if given in accordance with the provisions of the First Lien Intercreditor Agreement.

7.7 Section Captions. Section captions used in this Pledge Agreement are for convenience of reference only, and shall not affect the construction of this Pledge Agreement.

7.8 Severability. Wherever possible each provision of this Pledge Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Pledge Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Pledge Agreement.

7.9 Conflicts. Notwithstanding any other provision contained herein, this Pledge Agreement, the Security Interest created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Arrangements. In the event of any conflict or inconsistency between the terms of this Pledge Agreement and those of the Intercreditor Arrangements, the terms of the Intercreditor Arrangements shall prevail.

7.10 Governing Law, Entire Agreement, etc.This Pledge Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and, without prejudice to the ability of the Collateral Agent to enforce this Pledge Agreement in any other proper jurisdiction, the Pledgor hereby irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of Ontario in any suit, action or proceeding relating to this Pledge Agreement. Subject to and without in any way limiting the provisions regarding the paramountcy of the Intercreditor Arrangements contained in Section 7.9 above, this Pledge Agreement and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

7.11 Counterparts. This Pledge Agreement may be signed in counterparts (including counterparts signed by facsimile transmission) and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

7.12 No Liability. None of the Collateral Agent, its nominee(s) or any receiver or Delegate appointed pursuant to the Pledge Agreement shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Collateral or Pledged Property or (c) the taking possession or realisation of all or any part of the Pledged Collateral or the Pledged Property, except to the extent provided in the Principal Finance Documents.

7.13 Indemnity. To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents, attorneys, nominee(s), any Delegate and any receiver against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Pledge Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Pledge Agreement or otherwise relating to the Pledged Collateral or the Pledged Property.

[signature page follows]

DATED as of the date first set forth above.

Signed for and on behalf of

REYNOLDS PACKAGING

INTERNATIONAL B.V. by

/s/Pru Wyllie                        /s/ Stephen Pardy

Name:    Pru Wyllie                    Name:    Stephen Pardy

Title:                            Title:

ATTACHMENT 1 to

Canadian Pledge Agreement (Reynolds Packaging International B.V.)

Item A. Pledged Shares

Pledged Share Issuer	Number of Shares Owned	Number of Shares Pledged	% of Shares Pledged of All Outstanding Shares	Represented by Share Certificate No.
REYNOLDS FOOD PACKAGING CANADA INC.	6,986,001	6,986,001	100%	C-1

WSLegal\046962\00050\6249049v3

Canadian Pledge Agreement (Reynolds Packaging International B.V.)

EX-2.41

EXECUTION COPY

AMENDING AGREEMENT NO. 1 TO
CANADIAN PLEDGE AGREEMENT

(REYNOLDS PACKAGING INTERNATIONAL 13.V.)

TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the “Collateral Agent”) on behalf of and for the benefit of itself and the other Secured Parties

FROM: Reynolds Packaging International B.V. (the “Pledgor”)

DATED:    As of the 28th day of April, 2011.

WHEREAS:

(A) The Pledgor granted the Collateral Agent a Canadian pledge agreement dated as of September 1, 2010 (the “Canadian Pledge Agreement”);

(B) The Pledgor has recently acquired certain shares of Closure Systems International (Canada) Limited (the “New Shares”) and is therefore obligated to provide the Collateral Agent with an amended/updated Attachment 1 to the Canadian Pledge Agreement; and

(C) The Pledgor and the Collateral Agent have agreed to amend the Canadian Pledge Agreement by, inter alia, updating/amending the existing Attachment 1 (the “Old Attachment 1”) to the Canadian Pledge Agreement to reflect the addition of such New Shares;

NOW THEREFORE in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor covenants and agrees in favour of the Collateral Agent as follows:

Article IAMENDMENTS

Section 1.1Canadian Pledge Agreement Amendments. As of and with effect from the date hereof, the Canadian Pledge Agreement shall be amended as follows:

(1) the Old Attachment 1 attached to the Canadian Pledge Agreement is deleted and replaced by the updated Attachment 1 (the “Updated Attachment 1”) attached as Schedule A to this Amending Agreement No. 1; and

(2) the use of the term “Attachment 1” in the Canadian Pledge Agreement (as amended, extended, novated, restated, replaced, supplemented or otherwise modified from time to time) shall mean the Updated Attachment 1 as the same may be amended, extended, novated, restated, replaced, supplemented or otherwise updated from time to time.

ARTICLE IIMISCELLANEOUS

Section 2.1Continuing Effect. The parties hereby confirm the terms of the Canadian Pledge Agreement which continues in full force and effect as amended by the terms of this Amending Agreement No. 1. The Canadian Pledge Agreement and this Amending Agreement No, 1 shall hereafter be read and construed as one instrument.

Section 2.2Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Canadian Pledge Agreement,

Section 2.3Governing Law and Jurisdiction. This Amending Agreement No. 1 shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[SIGNATURE PAGE FOLLOWS]

DATED as of the date first set forth above.

Signed for and on behalf of REYNOLDS PACKAGING INTERNATIONAL B.V. by
Name	CINDI LEFARI
Title:	Authorized Signatory

SCHEDULE A

See attached.

ATTACHMENT 1 toCanadian Pledge Agreement (Reynolds Packaging International B.V.)

Item A. Pledged Shares

Pledged Share Issuer	Number of Shares Owned	Number of Shares Pledged	% of Shares Pledged of All Outstanding Shares	Represented by Share Certificate No.
REYNOLDS FOOD PACKAGING CANADA INC.	6,986,001	6,986,001	100	C-1
CLOSURE SYSTEMS INTERNATIONAL (CANADA) LIMITED	5,289,001	5,289,001	100	C-3

12931356.1

EX-2.42

EXECUTION COPY

AMENDING AGREEMENT NO. 2 TO
CANADIAN PLEDGE AGREEMENT

(REYNOLDS PACKAGING INTERNATIONAL My.)

TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the “Collateral Agent”) on behalf of and for the benefit of itself and the other Secured Parties

FROM: Reynolds Packaging International B.V. (the “Pledger”)

DATED:    As of the 28^th day of April, 2011.

WHEREAS:

(A) The Pledgor granted the Collateral Agent a Canadian pledge agreement dated as of September 1, 2010, as amended by Amending Agreement No. 1 dated as of the 28^th day of April, 2011 (the “Canadian Pledge Agreement”);

(B) The Pledgor has recently disposed of all of its shares in Closure Systems International (Canada) Limited (the “Closure Canada Shares”);

(C) The Pledgor has recently acquired further shares of Reynolds Food Packaging Canada Inc. (the “Reynolds Canada Shares”) and is therefore obligated to provide the Collateral Agent with an amended/updated Attachment 1 to the Canadian Pledge Agreement; and

(D) The Pledgor and the Collateral Agent have agreed to amend time Canadian Pledge Agreement by, inter alio, updating/amending the existing Attachment 1 (the “Old Attachment I”) to the Canadian Pledge Agreement to reflect the disposition of the Closure Canada Shares and the addition of the Reynolds Canada Shares;

NOW THEREFORE in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor covenants and agrees in favour of the Collateral Agent as follows;

Article I
AMENDMENTS

Section 1.1Canadian Pledge Agreement Amendments. As of and with effect from the date hereof, the Canadian Pledge Agreement shall be amended as follows:

(1) the Old Attachment I attached to the Canadian Pledge Agreement is deleted and replaced by the updated Attachment I (the “Updated Attachment 1”) attached as Schedule A to this Amending Agreement No. 2; and

(2) the use of the term “Attachment 1” in the Canadian Pledge Agreement (as amended, extended, novated, restated, replaced, supplemented or otherwise modified from time to time) shall mean the Updated Attachment I as the same may be amended, extended, novated, restated, replaced, supplemented or otherwise updated from time to time.

ARTICLE IIMISCELLANEOUS

Section 2.1Continuing Effect. The parties hereby confirm the terms of the Canadian Pledge Agreement which continues in full force and effect as amended by the terms of this Amending Agreement No. 2. The Canadian Pledge Agreement and this Amending Agreement No. 2 shall hereafter be read and construed as one instrument

Section 2.2Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Canadian Pledge Agreement

Section 2.3Governing Law and Jurisdiction. This Amending Agreement No. 2 shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[SIGNATURE PAGE FOLLOWS]

DATED as of the date first set forth above.

Signed for and on behalf of REYNOLDS PACKAGING INTERNATIONAL B.V. by
Name:	CINDI LEFARI
Title:	Authorized Signatory

SCHEDULE A

See attached.

ATTACHMENT 1 toCanadian Pledge Agreement (Reynolds Packaging International R.V.)

Item A. Pledged Shares

Pledged Share Issuer	Number of Shares Owned	Number of Shares Pledged	% of Shares Pledged of All Outstanding Shares	Represented by Share Certificate No.
REYNOLDS FOOD PACKAGING CANADA INC.	6,986,001	6,986,001	100	C-1
	1,000	1,000		C-2

12931359.1

EX-2.43

Execution Version

AMENDING AGREEMENTNO. 3 TO
CANADIAN PLEDGE AGREEMENT

(REYNOLDS PACKAGING INTERNATIONAL B.V.)

TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the "Collateral Agent") on behalf of and for the benefit of itself and the other Secured Parties

FROM:    Reynolds Packaging International B.V. (the "Pledgor")

DATED:    As of the 1^st day of July, 2011.

WHEREAS:

(A) The Pledgor granted the Collateral Agent a Canadian pledge agreement dated as of September 1, 2010, as amended by Amending Agreement No. 1 dated as of the 28^th day of April, 2011 and Amending Agreement No. 2 dated as of the 28^th day of April, 2011 (the "Canadian Pledge Agreement");

(B) Pursuant to an amalgamation dated the date hereof among Reynolds Food Packaging Canada Inc. (“Reynolds Canada”) and certain of its affiliates, (i) the issued and outstanding shares of Reynolds Canada previously pledged to the Collateral Agent pursuant to the Canadian Pledge Agreement (share certificates numbered C-1 (evidencing 6,986,001 common shares), C-2 (evidencing 1,000 common shares) and C-3 (evidencing 1,000 common shares)) (the “Reynolds Canada Shares”) were cancelled, (ii) Pactiv Canada Inc. (“Amalco”) was the resulting company of the Amalgamation, (iii) the Pledgor is the sole shareholder of Amalco, and (iv) a new share certificate has been issued to the Pledgor to evidence all of the issued and outstanding shares of Amalco (the "Amalco Shares");

(C) As a result of the cancellation of the Reynolds Canada Shares and the issuance of the Amalco Shares, the Pledgor is obligated to provide the Collateral Agent with an amended/updated Attachment 1 to the Canadian Pledge Agreement; and

(D) The Pledgor and the Collateral Agent have agreed to amend the Canadian Pledge Agreement by, inter alia, updating/amending the existing Attachment 1 (the "Old Attachment 1") to the Canadian Pledge Agreement to reflect the cancellation of the Reynolds Canada Shares and the addition of the Amalco Shares;

NOW THEREFORE in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor covenants and agrees in favour of the Collateral Agent as follows:

ARTICLE I
AMENDMENTS

Section 1.1Canadian Pledge Agreement Amendments. As of and with effect from the date hereof, the Canadian Pledge Agreement shall be amended as follows:

(1) the Old Attachment 1 attached to the Canadian Pledge Agreement is deleted and replaced by the updated Attachment 1 (the "Updated Attachment 1") attached as Schedule A to this Amending Agreement No. 3; and

(2) the use of the term "Attachment 1" in the Canadian Pledge Agreement (as amended, extended, novated, restated, replaced, supplemented or otherwise modified from time to time) shall mean the Updated Attachment 1 as the same may be amended, extended, novated, restated, replaced, supplemented or otherwise updated from time to time.

ARTICLE II
MISCELLANEOUS

Section 2.1Continuing Effect. The parties hereby confirm the terms of the Canadian Pledge Agreement which continues in full force and effect as amended by the terms of this Amending Agreement No. 3. The Canadian Pledge Agreement and this Amending Agreement No. 3 shall hereafter be read and construed as one instrument.

Section 2.2Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Canadian Pledge Agreement.

Section 2.3Governing Law and Jurisdiction. This Amending Agreement No. 3 shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[SIGNATURE PAGE FOLLOWS]

DATED as of the date first set forth above.

Signed for and on behalf of

REYNOLDS PACKAGING INTERNATIONAL B.V. by

_____________________________

Name:

Title:

SCHEDULE A

See attached.

ATTACHMENT 1 to

Canadian Pledge Agreement (Reynolds Packaging International B.V.)

Item A.     Pledged Shares

Pledged Share Issuer	Number of Shares Owned	Number of Shares Pledged	% of Shares Pledged of All Outstanding Shares	Represented by Share Certificate No.
PACTIV CANADA INC.	6,988,001	6,988,001	100	C-1

12931355.1

EX-2.44

Execution Version

AMENDING AGREEMENTNO. 4 TO
CANADIAN PLEDGE AGREEMENT

(REYNOLDS PACKAGING INTERNATIONAL B.V.)

TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the "Collateral Agent") on behalf of and for the benefit of itself and the other Secured Parties

FROM:    Reynolds Packaging International B.V. (the "Pledgor")

DATED:    As of the 1^st day of January, 2012.

WHEREAS:

(A) The Pledgor granted the Collateral Agent a Canadian pledge agreement dated as of September 1, 2010, as amended by Amending Agreement No. 1 dated as of the 28^th day of April, 2011, Amending Agreement No. 2 dated as of the 28^th day of April, 2011 and Amending Agreement No. 3 dated as of the 1^st day of July, 2011 (the "Canadian Pledge Agreement");

(B) Pursuant to an amalgamation dated the date hereof among Pactiv Canada Inc. ("Pactiv Canada") and certain of its affiliates, (i) the issued and outstanding shares of Pactiv Canada previously pledged to the Collateral Agent pursuant to the Canadian Pledge Agreement (share certificate numbered C-1 (evidencing 6,988,001 common shares)) (the "Pactiv Canada Shares"), were cancelled, (ii) Pactiv Canada Inc. ("Amalco") was the resulting company of the Amalgamation, (iii) the Pledgor is the sole shareholder of Amalco, and (iv) a new share certificate has been issued to the Pledgor to evidence all of the issued and outstanding shares of Amalco (the "Amalco Shares");

(C) As a result of the cancellation of the Pactiv Canada Shares and the issuance of the Amalco Shares, the Pledgor is obligated to provide the Collateral Agent with an amended/updated Attachment 1 to the Canadian Pledge Agreement; and

(D) The Pledgor and the Collateral Agent have agreed to amend the Canadian Pledge Agreement by, inter alia, updating/amending the existing Attachment 1 (the "Old Attachment 1") to the Canadian Pledge Agreement to reflect the cancellation of the Pactiv Canada Shares and the addition of the Amalco Shares;

NOW THEREFORE in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor covenants and agrees in favour of the Collateral Agent as follows:

ARTICLE I
AMENDMENTS

Section 1.1Canadian Pledge Agreement Amendments. As of and with effect from the date hereof, the Canadian Pledge Agreement shall be amended as follows:

(1) the Old Attachment 1 attached to the Canadian Pledge Agreement is deleted and replaced by the updated Attachment 1 (the "Updated Attachment 1") attached as Schedule A to this Amending Agreement No. 4; and

(2) the use of the term "Attachment 1" in the Canadian Pledge Agreement (as amended, extended, novated, restated, replaced, supplemented or otherwise modified from time to time) shall mean the Updated Attachment 1 as the same may be amended, extended, novated, restated, replaced, supplemented or otherwise updated from time to time.

ARTICLE II
MISCELLANEOUS

Section 2.1Continuing Effect. The parties hereby confirm the terms of the Canadian Pledge Agreement which continues in full force and effect as amended by the terms of this Amending Agreement No. 4. The Canadian Pledge Agreement and this Amending Agreement No. 4 shall hereafter be read and construed as one instrument.

Section 2.2Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Canadian Pledge Agreement.

Section 2.3Governing Law and Jurisdiction. This Amending Agreement No. 4 shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[SIGNATURE PAGE FOLLOWS]

DATED as of the date first set forth above.

Signed for and on behalf of

REYNOLDS PACKAGING INTERNATIONAL B.V. by

_____________________________

Name:

Title:

SCHEDULE A

See attached.

ATTACHMENT 1 to

Canadian Pledge Agreement (Reynolds Packaging International B.V.)

Item A.     Pledged Shares

Pledged Share Issuer	Number of Shares Owned	Number of Shares Pledged	% of Shares Pledged of All Outstanding Shares	Represented by Share Certificate No.
PACTIV CANADA INC.	6,988,001	6,988,001	100	C-1

12931357.1

EX-2.46

EXECUTION VERSION

AMENDING AGREEMENTNO. 6 TO
CANADIAN PLEDGE AGREEMENT

REYNOLDS PACKAGING INTERNATIONAL S.À R.L.

TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the "Collateral Agent") on behalf of and for the benefit of itself and the other Secured Parties

FROM: Reynolds Packaging International S.à r.l., formerly Reynolds Packaging International B.V. (the "Pledgor")

DATED:    As of the 6th day of September, 2017.

WHEREAS:

(A) The Pledgor granted the Collateral Agent a Canadian pledge agreement dated as of September 1, 2010, as amended by Amending Agreement No. 1 dated as of the 28^th day of April, 2011, Amending Agreement No. 2 dated as of the 28^th day of April, 2011, Amending Agreement No. 3 dated as of the 1^st day of July, 2011, Amending Agreement No. 4 dated as of the 1^st day of January, 2012 and Amending Agreement No. 5 dated as of the 30^th day of June, 2014 (the "Canadian Pledge Agreement");

(B) The Pledgor has migrated from The Netherlands to Luxembourg and has changed its name from Reynolds Packaging International B.V. to Reynolds Packaging International S.à r.l., and

(C) The Pledgor and the Collateral Agent (on instructions from the Applicable Representative as defined in and pursuant to the First Lien Intercreditor Agreement) have agreed to amend the Canadian Pledge Agreement by amending the definition of “Pledgor”;

NOW THEREFORE in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor covenants and agrees in favour of the Collateral Agent as follows:

ARTICLE I
AMENDMENTS

Section 1.1Canadian Pledge Agreement Amendments. As of and with effect from the date hereof, the Canadian Pledge Agreement shall be amended as follows:

(1) Section 1.1(z) is deleted in its entirety and replaced with the following:

““Pledgor” means Reynolds Packaging International S.à r.l., a private company with limited liability, incorporated under the laws of Luxembourg, having its corporate seat in Munsbach and its registered address at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg;”.

ARTICLE II
MISCELLANEOUS

Section 2.1Continuing Effect. The parties hereby confirm the terms of the Canadian Pledge Agreement which continues in full force and effect as amended by the terms of this Amending Agreement No. 6. The Canadian Pledge Agreement and this Amending Agreement No. 6 shall hereafter be read and construed as one instrument.

Section 2.2Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Canadian Pledge Agreement.

Section 2.3Governing Law and Jurisdiction. This Amending Agreement No. 6 shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[SIGNATURE PAGE FOLLOWS]

DATED as of the date first set forth above.

Signed for and on behalf of
Reynolds Packaging International S.à r.l.by
/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Authorized Signatory

Signed for and on behalf of
The Bank of New York Mellon, as Collateral Agent, by

/s/ Latoya S. Elvin
Name:	Latoya S. Elvin
Title:	Vice President

[Amending Agreement No. 6 to Canadian Pledge Agreement]

EX-2.47

- 1 -

AMENDING AGREEMENTNO. 7 TO
CANADIAN PLEDGE AGREEMENT

REYNOLDS PACKAGING INTERNATIONAL LIMITED

TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the "Collateral Agent") on behalf of and for the benefit of itself and the other Secured Parties

FROM: Reynolds Packaging International Limited, formerly Reynolds Packaging International S.à r.l. (the "Pledgor")

DATED:    As of the 29^th day of September, 2017.

WHEREAS:

(A) The Pledgor granted the Collateral Agent a Canadian pledge agreement dated as of September 1, 2010, as amended by Amending Agreement No. 1 dated as of the 28^th day of April, 2011, Amending Agreement No. 2 dated as of the 28^th day of April, 2011, Amending Agreement No. 3 dated as of the 1^st day of July, 2011, Amending Agreement No. 4 dated as of the 1^st day of January, 2012, Amending Agreement No. 5 dated as of the 30^th day of June, 2014 and Amending Agreement No. 6 dated as of the 6^th day of September, 2017 (the "Canadian Pledge Agreement");

(B) The Pledgor has migrated from Luxembourg to New Zealand and has changed its name from Reynolds Packaging International S.à r.l. to Reynolds Packaging International Limited, and

(C) The Pledgor and the Collateral Agent (on instructions from the Applicable Representative as defined in and pursuant to the First Lien Intercreditor Agreement) have agreed to amend the Canadian Pledge Agreement by amending the definition of “Pledgor”;

NOW THEREFORE in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor covenants and agrees in favour of the Collateral Agent as follows:

ARTICLE I
AMENDMENTS

Section 1.1Canadian Pledge Agreement Amendments. As of and with effect from the date hereof, the Canadian Pledge Agreement shall be amended as follows:

(1) Section 1.1(z) is deleted in its entirety and replaced with the following:

““Pledgor” means Reynolds Packaging International Limited, a private company with limited liability, incorporated under the laws of New Zealand, having its registered address at 148 Quay Street, Auckland, 1010, New Zealand;”.

ARTICLE II
MISCELLANEOUS

Section 2.1Continuing Effect. The parties hereby confirm the terms of the Canadian Pledge Agreement which continues in full force and effect as amended by the terms of this Amending Agreement No. 7. The Canadian Pledge Agreement and this Amending Agreement No. 7 shall hereafter be read and construed as one instrument.

Section 2.2Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Canadian Pledge Agreement.

Section 2.3Governing Law and Jurisdiction. This Amending Agreement No. 7 shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[SIGNATURE PAGE FOLLOWS]

DATED as of the date first set forth above.

Signed for and on behalf of
Reynolds Packaging International Limitedby
/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Authorised Signatory

Signed for and on behalf of
The Bank of New York Mellon, as Collateral Agent, by

/s/ Laurence J. O’Brien
Name:	Laurence J. O’Brien
Title:	Vice President

[Amending Agreement No. 7 to Canadian Pledge Agreement]

EX-2.59

EXECUTION VERSION

DATED 19 December 2011

REYNOLDS FOIL INC.

IN FAVOUR OF

THE BANK OF NEW YORK MELLON AS THE COLLATERAL AGENT

SECURITY OVER CASH AGREEMENT

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

CONTENTS

Clause Page

1. Definitions and Interpretation ........................................................................................... 1

2. Covenant to Pay................................................................................................................. 5

3. Security over the Deposits................................................................................................. 6

4. Deliverables ....................................................................................................................... 6

5. Further Advances .............................................................................................................. 6

6. Deposit............................................................................................................................... 7

7. Company's Representations and Undertakings ................................................................. 8

8. Further Assurance.............................................................................................................. 9

9. Power of Attorney .............................................................................................................9

10. Security Enforcement ...................................................................................................... 10

11. Receivers ......................................................................................................................... 12

12. Effectiveness of Collateral .............................................................................................. 14

13. Indemnity......................................................................................................................... 17

14. Application of Proceeds .................................................................................................. 17

15. Other Security Interests ................................................................................................... 17

16. Suspense Accounts .......................................................................................................... 18

17. Currency Indemnity......................................................................................................... 18

18. Assignment ...................................................................................................................... 19

19. Disclosure ........................................................................................................................ 19

20. Collateral Agent Successors ............................................................................................ 19

21. Waivers and Counterparts ............................................................................................... 19

22. Law .................................................................................................................................. 19

23. Enforcement .................................................................................................................... 20

Schedule 1 Form of Notice of Assignment.............................................................................. 21

UK-2867251-v10 70-40145101

THIS AGREEMENT is made by way of deed on 19 December 2011

BETWEEN:

(1) REYNOLDS FOIL INC., a corporation organised under the laws of Delaware (the

"Company"); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the "Collateral Agent").

RECITALS:

(A) Further to the Credit Agreement (as defined below) certain lenders and financial institutions have made available to the borrowers therein certain facilities (the "Facilities") on the terms set out in the Credit Agreement.

(B) Further to each of the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured

Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August

2011 Senior Secured Notes Indenture (each as defined below), each 2009 Issuer, each

2010 Issuer, each February 2011 Issuer and each August 2011 Issuer (each as defined below) have issued certain notes under such indentures, respectively (together, the "Notes").

(C) The Company intends to provide security in respect of the Facilities and the Notes.

(D) The obligations in respect of any future senior secured note issuances that are designated as "Additional Obligations" under and pursuant to the First Lien Intercreditor Agreement will also have the benefit of the security interests granted pursuant to this Agreement.

(E) It is intended by the parties to this Agreement that this document will take effect as a deed despite the fact that a party may only execute this Agreement under hand.

(F) The Collateral Agent is acting under and holds the benefit of the rights conferred upon it in this Agreement on trust for the Secured Parties.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

"2009 Issuers" means the "Issuers" under, and as defined in, the 2009 Senior Secured

Notes Indenture, including their successors in interest.

"2009 Senior Secured Notes Indenture" means the Indenture dated 5 November

2009 between, among others, the 2009 Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as amended, extended, restructured,

renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

"2010 Issuers" means the "Issuers" under, and as defined in, the 2010 Senior Secured

Notes Indenture, including their successors in interest.

"2010 Senior Secured Notes Indenture" means the indenture dated 15 October 2010 between, among others, the Escrow Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time and to which the 2010 Issuers have or will become a party as issuers by way of the Escrow Issuers merging into the 2010 Issuers.

"Account" means the Euro denominated account with account number

0012929392 (IBAN GB62CITI18500812929392) (and any renewal or redesignation or substitution of such account) maintained with the Account Bank by the Company and any account opened or maintained by the Company in England and Wales with any other person (and any replacement account or subdivision or sub-account of that account).

"Account Bank" means Citibank N.A., London Branch.

"Additional Agreement" has the meaning given to such term in the First Lien

Intercreditor Agreement.

"Agreed Security Principles" has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011

Senior Secured Notes Indenture, and any Future Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.

"Applicable Representative" has the meaning given to such term in the First Lien

Intercreditor Agreement.

"August 2011 Escrow Issuers" means RGHL US Escrow II Inc. and RGHL US Escrow II LLC, including their successors in interest.

"August 2011 Issuers" means the "Escrow Issuers" under, and as defined in, the

August 2011 Senior Secured Notes Indenture, including their successors in interest.

"August 2011 Senior Secured Notes Indenture" means the indenture dated 9

August 2011 between, among others, the August 2011 Escrow Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time and to which Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. became a party as issuers by way of RGHL US Escrow II Inc. and RGHL US Escrow II LLC merging with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC respectively, and one or more supplemental indentures being entered into

between, among others, the August 2011 Escrow Issuers, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent.

"Collateral Rights" means all rights, powers and remedies of the Collateral Agent provided by or pursuant to this Agreement or by law.

"Credit Agreement" means the second amended and restated credit agreement dated

9 August 2011 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv Corporation and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

"Delegate" means a delegate or sub-delegate appointed pursuant to Clause 11.8 (Delegation) of this Agreement.

"Deposit" means the credit balance from time to time on an Account and all rights, benefits and proceeds in respect of the credit balance of such Account.

"Enforcement Event" means an "Event of Default" under, and as defined in, the First

Lien Intercreditor Agreement.

"Escrow Issuers" means RGHL US Escrow I Inc., RGHL US Escrow I LLC and

RGHL Escrow Issuer (Luxembourg) I S.A., including their successors in interest."

"February 2011 Issuers" means the "Issuers" under, and as defined in, the February

2011 Senior Secured Notes Indenture, including their successors in interest.

"February 2011 Senior Secured Notes Indenture" means the indenture dated 1

February 2011 between, among others, the February 2011 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

"First Lien Intercreditor Agreement" means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the

2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, and each Future Senior Secured Notes Indenture (in respect of which it is trustee), Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.

"Future Senior Secured Notes Indenture" means each senior secured notes indenture entered into after the date hereof that constitutes an "Additional Agreement" under and as defined in the First Lien Intercreditor Agreement.

"Future Senior Secured Notes Issuer" means each issuer of notes under a Future

Senior Secured Notes Indenture.

"Group" means Reynolds Group Holdings Limited and each of its subsidiaries from time to time.

"Intercreditor Arrangements" means the First Lien Intercreditor Agreement and any other document that is designated by the Loan Parties' Agent and the Collateral Agent as an intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced or modified from time to time.

"Lien" has the meaning given to such term in the First Lien Intercreditor Agreement. "Loan Documents" means the "Credit Documents" under, and as defined in, the

First Lien Intercreditor Agreement and any other document designated by the Loan

Parties' Agent and the Collateral Agent as a Loan Document.

"Loan Parties" means the "Grantors" under, and as defined in, the First Lien

Intercreditor Agreement.

"Loan Parties' Agent" means Reynolds Group Holdings Limited.

"Notice of Assignment" means a notice of assignment substantially in the form of

Schedule 1 (Form of Notice of Assignment).

"Principal Finance Documents" means the Credit Agreement, the 2009 Senior

Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February

2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, each Future Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.

"Receiver" means a receiver or receiver and manager or, where permitted by law, an administrative receiver of the whole or any part of the Deposits and that term will include any appointee made under a joint and/or several appointment.

"Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents, together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities.

"Secured Parties" means the "Secured Parties" under, and as defined in, the First

Lien Intercreditor Agreement.

"Security Documents" means the "Security Documents" under, and as defined, in, the First Lien Intercreditor Agreement.

1.2 Terms defined in the First Lien Intercreditor Agreement

Unless defined in this Agreement or the context otherwise requires, a term defined in the First Lien Intercreditor Agreement has the same meaning in this Agreement or any notice given under or in connection with this Agreement.

1.3 Construction

(a) The rules of interpretation contained in Section 1.01 of the First Lien Intercreditor Agreement will apply as if incorporated in this Agreement or in any notice given under or in connection with this Agreement.

(b) Any reference to the "Collateral Agent", the "Company", the "Loan Parties' Agent" or the "Secured Parties" shall be construed so as to include its or their (and any subsequent) successors and any permitted transferees in accordance with their respective interests.

(c) References in this Agreement to any Clause or Schedule shall be to a clause or schedule contained in this Agreement unless a contrary intention appears.

(d) This Agreement is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this Agreement and the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.

1.4 Third Party Rights

Other than a Delegate or Receiver, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy any benefit of any term of this Agreement.

1.5 Collateral Agent’s Actions and Authority

The Company acknowledges and agrees that the Collateral Agent’s actions under this Agreement are on the basis of authority conferred under the Principal Finance Documents to which the Collateral Agent is a party, and on directions of the Applicable Representative. In so acting, the Collateral Agent shall have, subject to the terms of the Principal Finance Documents, the protections, immunities, rights, indemnities and benefits conferred on a collateral agent under the Principal Finance Documents.

2. COVENANT TO PAY

The Company covenants with the Collateral Agent acting in its own right and on behalf and for the benefit of the Secured Parties that it shall on demand of the Collateral Agent pay the Secured Liabilities (whether for its own account or on behalf and for the benefit of the Secured Parties) including any liability to pay Secured Liabilities in respect of any further advances made under the Loan Documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or as surety or in some other capacity) and the Company shall pay to the Collateral Agent when due and payable every sum of the Secured Liabilities at any time owing, due or incurred by the Company to the Collateral Agent

(whether for its own account or on behalf and for the benefit of the Secured Parties) or any of the other Secured Parties in respect of any such liabilities, provided that neither such covenant nor the security constituted by this Agreement shall extend to or include any liability or sum which would, but for this proviso, cause such covenant or security to be unlawful or prohibited by any applicable law.

3. SECURITY OVER THE DEPOSITS

3.1 Assignment

The Company assigns absolutely with full title guarantee to the Collateral Agent as security agent for the Secured Parties all of its right, title and interest in each Deposit (subject to obtaining any necessary consent to that assignment from any third party) as security for the payment and discharge of the Secured Liabilities.

3.2 Release

The security constituted by this Agreement shall be released, reassigned and cancelled:

(a) by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Company, upon the Secured Liabilities being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Company or any other person under any of the Loan Documents; or

(b) in accordance with, and to the extent required by, the Intercreditor Arrangements (to the extent it is possible to give effect to such arrangements under English law).

4. DELIVERABLES

The Company shall deliver to the Account Bank (or procure delivery of) a Notice of Assignment duly executed by, or on behalf of, the Company on the date of this Agreement and shall use all reasonable endeavours to procure that the Notice of Assignment is acknowledged by the Account Bank.

5. FURTHER ADVANCES

(a) Subject to the terms of the Loan Documents, each Lender (as defined in the Credit Agreement) is under an obligation to make further Loans (as defined in the Credit Agreement) to the Loan Parties and that obligation shall be deemed to be incorporated into this Agreement as if set out in this Agreement.

(b) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(c) Subject to the terms of the Loan Documents, each 2010 Issuer may issue

Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes

Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(d) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(e) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(f) Subject to the terms of the Loan Documents, each Future Senior Secured Notes Issuer may issue additional senior secured notes pursuant to the relevant Future Senior Secured Indenture and the obligations in respect of such additional senior secured notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

6. DEPOSIT

6.1 Notification and No Variation

The Company, during the subsistence of this Agreement:

(a) shall promptly deliver to the Collateral Agent details of any material change made to any Account which holds a Deposit; and

(b) shall not unless permitted under the Principal Finance Documents permit or agree to any variation of the rights attaching to any Deposit or close any Account holding a Deposit (other than an Account that is no longer used by the Company and which has a nil balance) without the Collateral Agent’s prior written consent.

6.2 Operation Before Enforcement Event

Subject to the terms of the Principal Finance Documents and this Clause 6 (Deposit), if an Enforcement Event is not continuing, the Company shall be entitled to pay into, receive, withdraw, transfer or otherwise deal with all or any part of any Deposit or any Account unless such withdrawal, or transfer or dealing would cause an Enforcement Event to occur.

6.3 Operation After Enforcement Event

If an Enforcement Event has occurred and is continuing, the Company shall not be entitled to receive, withdraw, transfer or otherwise deal with all or any part of any Deposit except with the prior written consent of the Collateral Agent (acting on the instructions of the Applicable Representative).

6.4 Collateral Agent Rights

If an Enforcement Event has occurred and is continuing, the Collateral Agent may in its absolute discretion or shall, if so instructed by the Applicable Representative, without notice or further demand, exercise from time to time all rights, powers and remedies held by it as assignee of the Deposits and to:

(a) demand and receive all and any monies due under or arising out of any

Deposit;

(b) exercise in relation to any Deposit all such rights as the Company was then entitled to exercise in relation to that Deposit or might, but for the terms of this Agreement, exercise; and

(c) except to the extent prohibited by law, apply, set off or transfer any or all of the Deposits in or towards the payment or other satisfaction of the Secured Liabilities or any part of them in accordance with Clause 14 (Application of Proceeds).

7. COMPANY'S REPRESENTATIONS AND UNDERTAKINGS

7.1 Representation

(a) Establishments

The Company represents on and as at the date of this Agreement that it has not registered any "establishments" (as that term is defined in Part 1 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

(b) Ownership of Deposit

The Company represents on and as at the date of this Agreement that: (i) it is the sole legal and beneficial owner of each Deposit, free and clear of all Liens, subject to any Liens permitted pursuant to Section 6.02(u) (Liens) of the Credit Agreement or any similar Liens or any Lien created by this Agreement; and (ii) it has not sold or disposed of or granted any Lien over any of its right, title and interest in any Deposit, in each case other than as permitted by the Loan Documents and other than pursuant to this Agreement.

7.2 Undertakings

(a) Disposals

Unless permitted by this Agreement or the Principal Finance Documents, the Company shall not, if an Enforcement Event has occurred and is continuing, enter into a single transaction or a series of transactions (whether related or not) and whether voluntarily or involuntarily, to sell, transfer or otherwise dispose of or otherwise deal with the whole or any part of any Deposit.

(b) Negative Pledge

Unless permitted by this Agreement or the Principal Finance Documents, the Company shall not create or permit to subsist any Lien on any part of the Deposits without the prior written consent of the Collateral Agent (acting on the instructions of the Applicable Representative).

(c) Dormant Account

The Company shall ensure that any Account holding Deposits which are the subject of the security constituted by this Agreement is not and does not become a dormant account within the meaning of the Dormant Bank and Building Society Accounts Act 2008.

8. FURTHER ASSURANCE

8.1 Covenant for Further Assurance

(a) The covenant set out in Section 2(1)(b) of the Law of Property (Miscellaneous

Provisions) Act 1994 shall extend to include the obligations set out in Clause

8.1(b) below.

(b) Subject to the Agreed Security Principles, the Company will promptly at its own cost do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Collateral Agent may specify (acting on the instruction of the Applicable Representative) (and in such form as the Collateral Agent, acting on the instruction of the Applicable Representative, may require in favour of the Collateral Agent or its nominee(s) or Delegate):

(i) to perfect the security created or intended to be created in respect of the Deposits (which may include the execution by the Company of a mortgage, charge or assignment over all or any of the assets constituting, or intended to constitute, the Deposits), or for the exercise of the Collateral Rights; and/or

(ii) to facilitate the realisation of each Deposit.

9. POWER OF ATTORNEY

9.1 Appointment and Powers

The Company by way of security irrevocably appoints the Collateral Agent and any Receiver severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents and do all things which the attorney may consider to be required or desirable for:

(a) carrying out any obligation imposed on the Company by this Agreement or any other agreement binding on the Company to which the Collateral Agent is a party (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the assets subject to the security created by this Agreement); and

(b) enabling the Collateral Agent and any Receiver to exercise, or delegate the exercise of, all or any of the Collateral Rights (including, if an Enforcement Event has occurred and is continuing, the exercise of any right of a legal or beneficial owner of each Deposit),

provided always that the Collateral Agent may only be entitled to exercise the powers conferred upon it by the Company under this Clause 9.1 if:

(i) an Enforcement Event has occurred and is continuing; and/or

(ii) the Collateral Agent has received notice from the Applicable Representative, the Loan Parties' Agent and/or the Company that the Company has failed to comply with a further assurance or perfection obligation within 10 Business Days of the Company being notified of that failure (with a copy of that notice being sent to the Loan Parties' Agent),

provided further that the Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Company under this Clause 9.1 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

9.2 Ratification

The Company shall ratify and confirm all things done and all documents executed by any attorney in the exercise or purported exercise of all or any of his powers.

10. SECURITY ENFORCEMENT

10.1 Time for Enforcement

If an Enforcement Event has occurred and is continuing, or if a petition or application is presented for the making of an administration order in relation to the Company, or if any person who is entitled to do so gives written notice of its intention to appoint an administrator of the Company or files such a notice with the court or is requested to do so by the Company, save to the extent that such petition, application, notice or filing is not made by a member of the Group or any director of any member of the Group and is frivolous or vexatious and is stayed, dismissed or withdrawn within 4

Business Days of such petition, application, notice or filing being made, the security created by or pursuant to this Agreement is immediately enforceable and the Collateral Agent may, without notice to the Company or prior authorisation from any court, in its absolute discretion and shall, if so instructed by the Applicable Representative:

(a) secure and perfect its title to all or any part of the Deposits (including transferring the same into the name of the Collateral Agent or its nominee(s)) or otherwise exercise in relation to the Deposits all the rights of an absolute owner;

(b) enforce all or any part of the security created by or pursuant to this Agreement (at the times, in the manner and on the terms it thinks fit) and take possession of and hold or dispose of all or any part of the Deposits; and

(c) whether or not it has appointed a Receiver, exercise all or any of the powers, authorisations and discretions conferred by the Law of Property Act 1925 (as varied or extended by this Agreement) on chargees and by this Agreement on any Receiver or otherwise conferred by law on chargees or Receivers.

10.2 Power of sale

(a) The power of sale or other disposal conferred on the Collateral Agent and on the Receiver by this Agreement shall operate as a variation and extension of the statutory power of sale under Section 101 of the Law of Property Act 1925 and such power shall arise (and the Secured Liabilities shall be deemed due and payable for that purpose) on execution of this Agreement.

(b) The restrictions contained in Sections 93 and 103 of the Law of Property Act

1925 shall not apply to this Agreement or to the exercise by the Collateral Agent of its right to consolidate all or any of the security created by or pursuant to this Agreement with any other security in existence at any time or to its power of sale which powers may be exercised by the Collateral Agent without notice to the Company on or at any time if an Enforcement Event has occurred and is continuing.

10.3 Collateral Agent's liability

Neither the Collateral Agent nor any Receiver will be liable to account as a mortgagee or mortgagee in possession in respect of any Deposit or be liable for any loss upon realisation or for any neglect or default of any nature whatsoever in connection with any Deposit for which a mortgagee or mortgagee in possession might as such be liable.

10.4 Right of Appropriation

To the extent that any Deposit constitutes "financial collateral" and this Agreement and the obligations of the Company hereunder constitute a "security financial collateral arrangement" (in each case as defined in, and for the purposes of, the Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003 No. 3226) (the "Regulations") the Collateral Agent shall have the right if an Enforcement Event has occurred and is continuing to appropriate all or any part of such financial collateral in or towards discharge of the Secured Liabilities and may exercise such right to appropriate upon giving written notice to the Company. For this purpose, the parties agree that the value of such financial collateral so appropriated shall be the amount of such Deposit, together with any accrued but unposted interest that is paid in relation to such Deposit, at the time the right of appropriation is exercised. The parties further agree that the method of valuation provided for in this Agreement shall constitute a commercially reasonable method of valuation for the purposes of the Regulations.

10.5 Statutory powers

The powers conferred by this Agreement on the Collateral Agent are in addition to and not in substitution for the powers conferred on mortgagees and mortgagees in possession under the Law of Property Act 1925, the Insolvency Act 1986 or otherwise

by law and in the case of any conflict between the powers contained in any such Act and those conferred by this Agreement the terms of this Agreement will prevail.

11. RECEIVERS

11.1 Appointment and Removal

If an Enforcement Event has occurred and is continuing or if a petition or application is presented for the making of an administration order in relation to the Company, or if any person who is entitled to do so gives written notice of its intention to appoint an administrator of the Company or files such a notice with the court or is requested to do so by the Company, save to the extent that such petition, application, notice or filing is not made by a member of the Group or any director of any member of the Group and is frivolous or vexatious and is stayed, dismissed or withdrawn within 4

Business Days of such petition, application, notice or filing being made the Collateral Agent may by deed or otherwise (acting through an authorised officer of the Collateral Agent), without prior notice to the Company:

(a) appoint one or more persons to be a Receiver of the whole or any part of the

Deposits;

(b) remove (so far as it is lawfully able) any Receiver so appointed;

(c) appoint another person(s) as an additional or replacement Receiver(s); or

(d) appoint one or more persons to be an administrator of the Company.

11.2 Capacity of Receivers

Each person appointed to be a Receiver pursuant to Clause 11.1 (Appointment and removal) will be:

(a) entitled to act individually or together with any other person appointed or substituted as Receiver;

(b) for all purposes shall be deemed to be the agent of the Company which shall be solely responsible for his acts, defaults and liabilities and for the payment of his remuneration and no Receiver shall at any time act as agent for the Collateral Agent; and

(c) entitled to remuneration for his services at a rate to be fixed by the Collateral Agent from time to time (without being limited to the maximum rate specified by the Law of Property Act 1925).

11.3 Statutory powers of appointment

The powers of appointment of a Receiver shall be in addition to all statutory and other powers of appointment of the Collateral Agent under the Law of Property Act 1925 (as extended by this Agreement) or otherwise and such powers shall remain exercisable from time to time by the Collateral Agent in respect of any part of the Deposits.

11.4 Powers of Receivers

Every Receiver shall (subject to any restrictions in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company) have and be entitled to exercise, in relation to the Deposits in respect of which he was appointed, and as varied and extended by the provisions of this Agreement (in the name of or on behalf of the Company or in his own name and, in each case, at the cost of the Company):

(a) all the powers conferred by the Law of Property Act 1925 on mortgagors and on mortgagees in possession and on receivers appointed under that Act;

(b) all the powers of an administrative receiver set out in Schedule 1 to the Insolvency Act 1986 (whether or not the Receiver is an administrative receiver);

(c) all the powers and rights of an absolute owner and power to do or omit to do anything which the Company itself could do or omit to do;

(d) the power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement or any of the Principal Finance Documents (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise any subsequent delegation or any revocation of such power, authority or discretion by the Receiver itself; and

(e) the power to do all things (including bringing or defending proceedings in the name or on behalf of the Company) which seem to the Receiver to be incidental or conducive to:

(i) any of the functions, powers, authorities or discretions conferred on or vested in him;

(ii) the exercise of any Collateral Rights (including realisation of all or any part of the Deposits); or

(iii) bringing to his hands any assets of the Company forming part of, or which when got in would be, a Deposit.

11.5 Consideration

The receipt of the Collateral Agent or any Receiver shall be a conclusive discharge to a purchaser and, in making any sale or disposal of the Deposits or making any acquisition, the Collateral Agent or any Receiver may do so for such consideration, in such manner and on such terms as it thinks fit.

11.6 Protection of purchasers

No purchaser or other person dealing with the Collateral Agent or any Receiver shall be bound to inquire whether the right of the Collateral Agent or such Receiver to exercise any of its powers has arisen or become exercisable or be concerned with any propriety or regularity on the part of the Collateral Agent or such Receiver in such dealings.

11.7 Discretions

Any liberty or power which may be exercised or any determination which may be made under this Agreement by the Collateral Agent or any Receiver may, subject to the terms and conditions of the Intercreditor Arrangements and to any requirement of reasonableness required under this Agreement, be exercised or made in its absolute and unfettered discretion without any obligation to give reasons.

11.8 Delegation

Subject to Section 4.05 (Delegation of Duties) of the First Lien Intercreditor Agreement (to the extent permitted by English law), each of the Collateral Agent and any Receiver shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent or the Receiver itself.

12. EFFECTIVENESS OF COLLATERAL

12.1 Collateral Cumulative

The collateral constituted by this Agreement and the Collateral Rights shall be cumulative, in addition to and independent of every other security which the Collateral Agent or any other Secured Party may at any time hold for the Secured Liabilities or any rights, powers and remedies provided by law. No prior security held by the Collateral Agent or any other Secured Party over the whole or any part of any Deposit shall merge into the collateral constituted by this Agreement.

12.2 No Waiver

No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent, any right, power or remedy of the Collateral Agent provided by this Agreement or by law shall operate as a waiver, nor shall any single or partial exercise of that right, power or remedy prevent any further or other exercise of that or any other right, power or remedy of the Collateral Agent provided by this Agreement or by law.

12.3 Illegality, Invalidity, Unenforceability

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired and if any part of the security intended to be created by or pursuant to this Agreement is invalid, unenforceable or ineffective for any reason, that shall not affect or impair any other part of the security.

12.4 No liability

None of the Collateral Agent, its nominee(s) or any Receiver or Delegate appointed pursuant to this Agreement shall be liable by reason of (a) taking any action permitted

by this Agreement or (b) any neglect or default in connection with the Deposits or (c) the taking possession or realisation of all or any part of the Deposits, except to the extent provided in the Principal Finance Documents.

12.5 Implied Covenants for Title

(a) The covenants set out in Sections 3(1), 3(2) and 6(2) of the Law of Property (Miscellaneous Provisions) Act 1994 will not extend to Clause 3 (Security over the Deposits).

(b) It shall be implied in respect of Clause 3 (Security over the Deposits) that the Company is assigning the Deposits free from all charges and encumbrances (whether monetary or not) and from all other rights exercisable by third parties (including liabilities imposed and rights conferred by or under any enactment).

12.6 Continuing security

(a) The security created by or pursuant to this Agreement is a continuing security and will remain in full force and effect as a continuing security for the Secured Liabilities unless and until realised or discharged by the Collateral Agent.

(b) No part of the security from time to time constituted by this Agreement will be considered satisfied or discharged by any intermediate payment, discharge or satisfaction of the whole or any part of the Secured Liabilities.

12.7 Immediate recourse

The Company waives any right it may have of first requiring the Collateral Agent or a Secured Party to proceed against or enforce any other rights or Lien or claim payment from any person before claiming from the Company under this Agreement. This waiver applies irrespective of any law or any provision of this Agreement to the contrary.

12.8 Avoidance of Payments

If the Collateral Agent, acting on the instruction of the Applicable Representative, considers that any amount paid or credited to any Secured Party is reasonably likely to be avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws the liability of the Company under this Agreement and the security constituted by this Agreement shall continue and such amount shall not be considered to have been irrevocably paid.

12.9 Non-competition

Until such time as the Secured Liabilities have been discharged in full, the Company will not exercise any rights which it may have by reason of performance by it of its obligations under this Agreement:

(a) to be indemnified by any Loan Party;

(b) to claim any contribution from any guarantor of any Loan Party's obligations under this Agreement; and/or

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of a Secured Party under the Loan Documents or of any other guarantee or security taken pursuant to, or in connection with, this Agreement by any Secured Party.

12.10 Waiver of defences

The obligations of the Company under this Agreement and the Collateral Rights will not be affected by any act, omission, matter or thing which, but for this Clause 12.10 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Agreement and this Lien and whether or not known to the Company or the Collateral Agent or any Secured Party including:

(a) any time, waiver or consent granted to, or composition with, any Loan Party or other person;

(b) the release of any other Loan Party or any other person under the terms of any composition or arrangement with any creditor of any Loan Party;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Lien over assets of, any Loan Party or other person or any non-presentment or non-observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any other Lien;

(d) any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any Loan Party or any other person;

(e) any amendment, novation, supplement, extension (whether of maturity or otherwise), restatement (in each case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of any Loan Document or any other document or security or of the Secured Liabilities;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security or of the Secured Liabilities; or

(g) any insolvency or similar proceedings.

12.11 No prejudice

The security created by or pursuant to this Agreement and the Collateral Rights shall not be prejudiced by any unenforceability or invalidity of any other agreement or document or by any time or indulgence granted to the Company or any other person, or the Collateral Agent (whether in its capacity as security agent or otherwise) or any of the other Secured Parties or by any variation of the terms upon which the Collateral Agent holds the security or by any other thing which might otherwise prejudice that security or any Collateral Right.

13. INDEMNITY

13.1 Indemnity

To the extent set out in Section 4.11 (Indemnity) of the First Lien Intercreditor Agreement, the Company shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents, attorneys, any Delegate and any Receiver against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes and costs which it may sustain as a consequence of any breach by the Company of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to any Deposit.

13.2 Interest on Demands

Section 2.07 (Default Interest) of the Credit Agreement applies to amounts which the

Company fails to pay under this Agreement.

13.3 Payments Free Of Deduction

Section 2.20 (Taxes) of the Credit Agreement applies to this Agreement, save that, for the purposes of this Agreement, the references in Section 2.20 (Taxes) of the Credit Agreement to "a Loan Party", "that Loan Party" and "each Loan Party" shall be replaced with "the Company".

14. APPLICATION OF PROCEEDS

All monies received or recovered by the Collateral Agent or any Receiver pursuant to this Agreement or the powers conferred by it shall (subject to the claims of any person having prior rights thereto and by way of variation of the provisions of the Law of Property Act 1925) be applied in accordance with Section 2.01 of the First Lien Intercreditor Agreement.

15. OTHER SECURITY INTERESTS

15.1 Redemption or transfer

In the event of any action, proceeding or step being taken to exercise any powers or remedies conferred by any prior ranking Lien in case of exercise by the Collateral Agent or any Receiver of any power of sale under this Agreement the Collateral Agent may redeem such prior Lien or procure the transfer thereof to itself. The Collateral Agent may settle and pass the accounts of the prior Lien and any accounts so settled and passed will be conclusive and binding on the Company.

15.2 Costs of redemption or transfer

All principal monies, interest, costs, charges and expenses of and incidental to any redemption or transfer under Clause 15.1 (Redemption or transfer) will be paid by the Company to the Collateral Agent on demand together with accrued interest thereon (as well as before judgment) at the rate from time to time applicable to unpaid sums specified in the Credit Agreement from the time or respective times of the same having been paid or incurred until payment thereof (after as well as before judgment).

15.3 Subsequent Interests

If the Collateral Agent (acting in its capacity as security agent or otherwise) or any of the Secured Parties at any time receives notice or is deemed to have received notice of any subsequent Lien affecting all or any part of any Deposit or any assignment or transfer of any Deposit which in either case is prohibited by the terms of this Agreement or the Principal Finance Documents, all payments made by the Company to the Collateral Agent or any of the Secured Parties after that time shall be treated as having been credited to a new account of the Company and not as having been applied in reduction of the Secured Liabilities as at the time when the Collateral Agent received notice.

16. SUSPENSE ACCOUNTS

All monies received, recovered or realised by the Collateral Agent under this Agreement (including the proceeds of any conversion of currency) may in the discretion of the Collateral Agent be credited to any interest bearing suspense or impersonal account maintained with the Collateral Agent or any bank, building society or financial institution as it considers appropriate and may be held in such account for so long as the Collateral Agent may think fit (acting on the instructions of the Applicable Representative) pending their application from time to time (as the Collateral Agent is entitled to do in its discretion) in or towards the discharge of any of the Secured Liabilities and save as provided herein no party will be entitled to withdraw any amount at any time standing to the credit of any suspense or impersonal account referred to above.

17. CURRENCY INDEMNITY

(a) The Secured Liabilities shall be paid in the currency in which it is denominated at the relevant time, unless the Loan Documents provides otherwise.

(b) If any Secured Liabilities is received from the Company in a currency ("first currency") other than the currency ("second currency") in which it is payable (whether as a result of obtaining or enforcing an order or judgment, the dissolution of any person or otherwise), the amount received shall only satisfy the Company’s obligation to pay its Secured Liabilities to the extent of the amount in the second currency which the relevant Secured Party is able, in accordance with its usual practice, to purchase with the amount received in the first currency on the date of that receipt (or, if it is not possible to make that purchase on that date, on the first date upon which it is possible to do so).

(c) Subject to Section 9.05 (Expenses; Indemnity) of the Credit Agreement and the terms of the Principal Finance Documents, the Company indemnifies each Secured Party against:

(i) any loss sustained by it as a result of the amount purchased by it in the second currency pursuant to Clause (b) above being less than the amount due; and

(ii) all costs and expenses properly incurred by it in purchasing the second currency,

in respect of any Secured Liabilities received from the Company.

(d) The Company shall pay to the relevant Secured Party, promptly upon demand, in the currency stipulated, all amounts payable pursuant to such indemnity.

18. ASSIGNMENT

The Collateral Agent may assign and transfer all or any of its rights and obligations under this Agreement to facilitate the performance of its role as Collateral Agent under the Loan Documents in accordance with the Intercreditor Arrangements. This Agreement shall be binding upon and shall inure to the benefit of each party and its direct or subsequent legal successors, permitted transferees and assigns.

19. DISCLOSURE

Subject to Section 9.16 (Confidentiality) of the Credit Agreement and the terms of the Principal Finance Documents, the Collateral Agent shall be entitled to disclose such information concerning the Company and this Agreement as the Collateral Agent considers appropriate to any actual or proposed direct or indirect successor or to any person to whom information may be required to be disclosed by applicable law.

20. COLLATERAL AGENT SUCCESSORS

This Agreement shall remain in effect despite any amalgamation or merger (however effected) relating to the Collateral Agent; and references to the Collateral Agent shall include any assignee or successor in title of the Collateral Agent and any person who, under the laws of its jurisdiction of incorporation or domicile, has assumed the rights and obligations of the Collateral Agent under this Agreement or to which, under such laws, those rights and obligations have been transferred.

21. WAIVERS AND COUNTERPARTS

21.1 Waivers

No waiver by the Collateral Agent of any of its rights under this Agreement shall be effective unless given in writing.

21.2 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

22. LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

23. ENFORCEMENT

23.1 Jurisdiction of English Courts

(a) The courts of England have exclusive jurisdiction to settle any dispute (a "Dispute") arising out of or connected with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Agreement.

(b) The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c) This Clause 23 (Enforcement) is for the benefit of the Collateral Agent only.

As a result and notwithstanding Clause 23.1(a), it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

23.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, the

Company:

(a) irrevocably appoints Law Debenture Corporate Services Limited as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agrees that failure by an agent for service of process to notify the Company of the process will not invalidate the proceedings concerned.

THIS AGREEMENT has been signed on behalf of the Collateral Agent and executed as a deed by the Company and is intended to be and is hereby delivered by it as a deed on the date specified above.

SCHEDULE 1

FORM OF NOTICE OF ASSIGNMENT

To: Jaikumar Sukumaran

Citibank N.A., London Branch c/o 1, Penn's Way

Ops II, 2nd Floor, New Castle, Delaware, 19720, USA

Date: [•]

Dear Sirs,

We give you notice that, pursuant to an English law security over cash agreement (the "Agreement") dated [•] December 2011 and made between ourselves and The Bank of New York Mellon (the "Collateral Agent"), we have assigned to the Collateral Agent all of our right, title and interest in the credit balance from time to time on account number 0012929392 (which is a Euro denominated account) (account name Reynolds Foil Incorporated) (including any renewal or redesignation thereof or substitution therefor) and all rights, benefits and proceeds in respect of the credit balance of that account from time to time (the "Account"). All references to the Collateral Agent in this notice include any person or entity appointed as successor to The Bank of New York Mellon as Collateral Agent.

You are hereby instructed that, following your receipt of any notice from the Collateral Agent that an Enforcement Event (as defined in the Agreement) has occurred and is continuing:

(a) any existing payment instructions affecting the Account shall immediately be terminated and all payments and communications in respect of the Account shall from that time onwards be made to the Collateral Agent or to its order (and in the case of communications, with a copy to us); and

(b) all rights, interests and benefits whatsoever accruing to or for the benefit of ourselves arising from the Account shall belong to the Collateral Agent.

For the avoidance of doubt, unless and until you receive notice from the Collateral Agent that an Enforcement Event (as defined in the Agreement) has occurred and is continuing, the Account shall be operated as normal in accordance with the account mandate that currently exists.

Please accept this notice by signing the enclosed acknowledgement and returning it to the

Collateral Agent at 101 Barclay Street, Floor 4E, New York, NY 10286, USA, facsimile +1

212-815-5603 marked for the attention of International Corporate Trust.

This notice and any non-contractual obligations arising out of or in connection with it are governed by English law.

Yours faithfully

..................................... for and on behalf of Reynolds Foil Inc.

[on copy only]

To: The Bank of New York Mellon

Date: [•]

At the request of the Collateral Agent and Reynolds Foil Inc. we acknowledge receipt of the notice of assignment, on the terms attached, in respect of the Account (as described in those terms). We confirm that:

(a) the balance standing to the Account at today's date is , no fees or periodic charges are payable in respect of the Account and there are no restrictions on (a) the payment of the credit balance on the Account [(except, in the case of a time deposit, the expiry of the relevant period)] or (b) the assignment of the Account to the Collateral Agent or any third party;

(b) we have not received notice of any previous and continuing assignments of, charges over or trusts in respect of, the Account;

(c) following receipt by ourselves of notice from the Collateral Agent that an Enforcement Event (as defined in the Agreement) has occurred and is continuing, we will not without the Collateral Agent’s consent (i) exercise any right of combination, consolidation or set off which we may have in respect of the Account or (ii) amend or vary any rights attaching to the Account;

(d) following receipt by ourselves of notice from the Collateral Agent that an Enforcement Event has occurred and is continuing, we will act only in accordance with the instructions given by persons authorised by the Collateral Agent and we shall send all statements and other notices given by us relating to the Account to the Collateral Agent; and

(e) we will not, in accordance with the Dormant Bank and Building Society Accounts Act

2008, take any steps to transfer the balance standing to the credit of the Account to the reclaim fund without the Collateral Agent's prior written consent.

For and on behalf of Citibank N.A., London Branch

By: ...............................................................

Company

Executed as a deed by        

REYNOLDS FOIL INC.    

acting by its duly authorized representative

/s/ Helen Golding

Name: Helen Golding

Title: Assistant Secretary

The Collateral Agent

THE BANK OF NEW YORK MELLON

Executed by

THE BANK OF NEW YORK MELLON

/s/ Catherine F. Donohue

Name: Catherine F. Donohue

Title: Vice President

70-40145101

EX-2.61

CLIFFORD CHANCE LLP

EXECUTION VERSION

DATED 2012

REYNOLDS PRESTO PRODUCTS INC. (FORMERLY REYNOLDS CONSUMER PRODUCTS INC.)

IN FAVOUR OF

THE BANK OF NEW YORK MELLON AS THE COLLATERAL AGENT

SECURITY OVER CASH AGREEMENT

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

CONTENTS

Clause Page

1. Definitions and Interpretation ........................................................................................... 1

2. Covenant to Pay................................................................................................................. 5

3. Security over the Deposits................................................................................................. 5

4. Deliverables ....................................................................................................................... 6

5. Further Advances .............................................................................................................. 6

6. Deposit............................................................................................................................... 7

7. Company's Representations and Undertakings ................................................................. 8

8. Further Assurance.............................................................................................................. 9

9. Power of Attorney ............................................................................................................. 9

10. Security Enforcement ...................................................................................................... 10

11. Receivers ......................................................................................................................... 11

12. Effectiveness of Collateral .............................................................................................. 14

13. Indemnity......................................................................................................................... 16

14. Application of Proceeds .................................................................................................. 17

15. Other Security Interests ................................................................................................... 17

16. Suspense Accounts .......................................................................................................... 18

17. Currency Indemnity......................................................................................................... 18

18. Assignment ...................................................................................................................... 18

19. Disclosure ........................................................................................................................ 19

20. Collateral Agent Successors ............................................................................................ 19

21. Waivers and Counterparts ............................................................................................... 19

22. Law .................................................................................................................................. 19

23. Enforcement .................................................................................................................... 19

Schedule 1 Form of Notice of Assignment .............................................................................. 21

UK-2993601-v4 70-40145101

THIS AGREEMENT is made by way of deed on 2012

BETWEEN:

(1) REYNOLDS PRESTO PRODUCTS INC. (formerly REYNOLDS CONSUMER PRODUCTS INC.), a corporation organised under the laws of Delaware (the "Company"); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the "Collateral Agent").

RECITALS:

(A) Further to the Credit Agreement (as defined below) certain lenders and financial institutions have made available to the borrowers therein certain facilities (the "Facilities") on the terms set out in the Credit Agreement.

(B) Further to each of the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured

Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August

2011 Senior Secured Notes Indenture (each as defined below), each 2009 Issuer, each

2010 Issuer, each February 2011 Issuer and each August 2011 Issuer (each as defined below) have issued certain notes under such indentures, respectively (together, the "Notes").

(C) The Company intends to provide security in respect of the Facilities and the Notes.

(D) It is intended by the parties to this Agreement that this document will take effect as a deed despite the fact that a party may only execute this Agreement under hand.

(E) The Collateral Agent is acting under and holds the benefit of the rights conferred upon it in this Agreement on trust for the Secured Parties.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

"2009 Issuers" means the "Issuers" under, and as defined in, the 2009 Senior Secured

Notes Indenture, including their successors in interest.

"2009 Senior Secured Notes Indenture" means the Indenture dated 5 November

2009 between, among others, the 2009 Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

"2010 Issuers" means the "Issuers" under, and as defined in, the 2010 Senior Secured

Notes Indenture, including their successors in interest.

"2010 Senior Secured Notes Indenture" means the indenture dated 15 October 2010 between, among others, the Escrow Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time and to which the 2010 Issuers have or will become a party as issuers by way of the Escrow Issuers merging into the 2010 Issuers.

"Account" means the Euro denominated account with account number

20712015 (IBAN GB69 BOFA 1650 5020 7120 15) (and any renewal or redesignation or substitution of such account) maintained with the Account Bank by the Company and any account opened or maintained by the Company in England and Wales with any other person (and any replacement account or subdivision or sub- account of that account).

"Account Bank" means Bank of America Merrill Lynch, London Branch.

"Additional Agreement" has the meaning given to such term in the First Lien

Intercreditor Agreement.

"Agreed Security Principles" has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011

Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.

"Applicable Representative" has the meaning given to such term in the First Lien

Intercreditor Agreement.

"August 2011 Escrow Issuers" means RGHL US Escrow II Inc. and RGHL US Escrow II LLC, including their successors in interest.

"August 2011 Issuers" means the "Escrow Issuers" under, and as defined in, the

August 2011 Senior Secured Notes Indenture, including their successors in interest.

"August 2011 Senior Secured Notes Indenture" means the indenture dated 9

August 2011 between, among others, the August 2011 Escrow Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time and to which Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. became a party as issuers by way of RGHL US Escrow II Inc. and RGHL US Escrow II LLC merging with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC respectively, and one or more supplemental indentures being entered into between, among others, the August 2011 Escrow Issuers, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and

collateral agent and Wilmington Trust (London) Limited, as additional collateral agent.

"Collateral Rights" means all rights, powers and remedies of the Collateral Agent provided by or pursuant to this Agreement or by law.

"Credit Agreement" means the second amended and restated credit agreement dated

9 August 2011 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

"Delegate" means a delegate or sub-delegate appointed pursuant to Clause 11.8 (Delegation) of this Agreement.

"Deposit" means the credit balance from time to time on an Account and all rights, benefits and proceeds in respect of the credit balance of such Account.

"Enforcement Event" means an "Event of Default" under, and as defined in, the First

Lien Intercreditor Agreement.

"Escrow Issuers" means RGHL US Escrow I Inc., RGHL US Escrow I LLC and

RGHL Escrow Issuer (Luxembourg) I S.A., including their successors in interest."

"February 2011 Issuers" means the "Issuers" under, and as defined in, the February

2011 Senior Secured Notes Indenture, including their successors in interest.

"February 2011 Senior Secured Notes Indenture" means the indenture dated 1

February 2011 between, among others, the February 2011 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

"First Lien Intercreditor Agreement" means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the

2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.

"Group" means Reynolds Group Holdings Limited and each of its subsidiaries from time to time.

"Intercreditor Arrangements" means the First Lien Intercreditor Agreement and any other document that is designated by the Loan Parties' Agent and the Collateral

Agent as an intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced or modified from time to time.

"Lien" has the meaning given to such term in the First Lien Intercreditor Agreement. "Loan Documents" means the "Credit Documents" under, and as defined in, the

First Lien Intercreditor Agreement and any other document designated by the Loan

Parties' Agent and the Collateral Agent as a Loan Document.

"Loan Parties" means the "Grantors" under, and as defined in, the First Lien

Intercreditor Agreement.

"Loan Parties' Agent" means Reynolds Group Holdings Limited.

"Notice of Assignment" means a notice of assignment substantially in the form of ‎Schedule 1 (Form of Notice of Assignment).

"Principal Finance Documents" means the Credit Agreement, the 2009 Senior

Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February

2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes

Indenture, the Intercreditor Arrangements and any Additional Agreement.

"Receiver" means a receiver or receiver and manager or, where permitted by law, an administrative receiver of the whole or any part of the Deposits and that term will include any appointee made under a joint and/or several appointment.

"Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents, together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities.

"Secured Parties" means the "Secured Parties" under, and as defined in, the First

Lien Intercreditor Agreement.

"Security Documents" means the "Security Documents" under, and as defined, in, the First Lien Intercreditor Agreement.

1.2 Terms defined in the First Lien Intercreditor Agreement

Unless defined in this Agreement or the context otherwise requires, a term defined in the First Lien Intercreditor Agreement has the same meaning in this Agreement or any notice given under or in connection with this Agreement.

1.3 Construction

(a) The rules of interpretation contained in Section 1.01 of the First Lien Intercreditor Agreement will apply as if incorporated in this Agreement or in any notice given under or in connection with this Agreement.

(b) Any reference to the "Collateral Agent", the "Company", the "Loan Parties' Agent" or the "Secured Parties" shall be construed so as to include its or their (and any subsequent) successors and any permitted transferees in accordance with their respective interests.

(c) References in this Agreement to any Clause or Schedule shall be to a clause or schedule contained in this Agreement unless a contrary intention appears.

(d) This Agreement is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this Agreement and the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.

1.4 Third Party Rights

Other than a Delegate or Receiver, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy any benefit of any term of this Agreement.

1.5 Collateral Agent’s Actions and Authority

The‎Company‎acknowledges‎and‎agrees‎that‎the‎Collateral‎Agent’s‎actions‎under‎this‎ Agreement are on the basis of authority conferred under the Principal Finance Documents to which the Collateral Agent is a party, and on directions of the Applicable Representative. In so acting, the Collateral Agent shall have, subject to the terms of the Principal Finance Documents, the protections, immunities, rights, indemnities and benefits conferred on a collateral agent under the Principal Finance Documents.

2. COVENANT TO PAY

The Company covenants with the Collateral Agent acting in its own right and on behalf and for the benefit of the Secured Parties that it shall on demand of the Collateral Agent pay the Secured Liabilities (whether for its own account or on behalf and for the benefit of the Secured Parties) including any liability to pay Secured Liabilities in respect of any further advances made under the Loan Documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or as surety or in some other capacity) and the Company shall pay to the Collateral Agent when due and payable every sum of the Secured Liabilities at any time owing, due or incurred by the Company to the Collateral Agent (whether for its own account or on behalf and for the benefit of the Secured Parties) or any of the other Secured Parties in respect of any such liabilities, provided that neither such covenant nor the security constituted by this Agreement shall extend to or include any liability or sum which would, but for this proviso, cause such covenant or security to be unlawful or prohibited by any applicable law.

3. SECURITY OVER THE DEPOSITS

3.1 Assignment

The Company assigns absolutely with full title guarantee to the Collateral Agent as security agent for the Secured Parties all of its right, title and interest in each Deposit

(subject to obtaining any necessary consent to that assignment from any third party)

as security for the payment and discharge of the Secured Liabilities.

3.2 Release

The security constituted by this Agreement shall be released, reassigned and cancelled:

(a) by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Company, upon the Secured Liabilities being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Company or any other person under any of the Loan Documents; or

(b) in accordance with, and to the extent required by, the Intercreditor Arrangements (to the extent it is possible to give effect to such arrangements under English law).

4. DELIVERABLES

The Company shall deliver to the Account Bank (or procure delivery of) a Notice of Assignment duly executed by, or on behalf of, the Company on the date of this Agreement and shall use all reasonable endeavours to procure that the Notice of Assignment is acknowledged by the Account Bank.

5. FURTHER ADVANCES

(a) Subject to the terms of the Loan Documents, each Lender (as defined in the Credit Agreement) is under an obligation to make further Loans (as defined in the Credit Agreement) to the Loan Parties and that obligation shall be deemed to be incorporated into this Agreement as if set out in this Agreement.

(b) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(c) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(d) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(e) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior

Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

6. DEPOSIT

6.1 Notification and No Variation

The Company, during the subsistence of this Agreement:

(a) shall promptly deliver to the Collateral Agent details of any material change made to any Account which holds a Deposit; and

(b) shall not unless permitted under the Principal Finance Documents permit or agree to any variation of the rights attaching to any Deposit or close any Account holding a Deposit (other than an Account that is no longer used by the Company and which has a nil balance) without‎the‎Collateral‎Agent’s‎prior‎ written consent.

6.2 Operation Before Enforcement Event

Subject to the terms of the Principal Finance Documents and this Clause ‎6 (Deposit), if an Enforcement Event is not continuing, the Company shall be entitled to pay into, receive, withdraw, transfer or otherwise deal with all or any part of any Deposit or any Account unless such withdrawal, or transfer or dealing would cause an Enforcement Event to occur.

6.3 Operation After Enforcement Event

If an Enforcement Event has occurred and is continuing, the Company shall not be entitled to receive, withdraw, transfer or otherwise deal with all or any part of any Deposit except with the prior written consent of the Collateral Agent (acting on the instructions of the Applicable Representative).

6.4 Collateral Agent Rights

If an Enforcement Event has occurred and is continuing, the Collateral Agent may in its absolute discretion or shall, if so instructed by the Applicable Representative, without notice or further demand, exercise from time to time all rights, powers and remedies held by it as assignee of the Deposits and to:

(a) demand and receive all and any monies due under or arising out of any

Deposit;

(b) exercise in relation to any Deposit all such rights as the Company was then entitled to exercise in relation to that Deposit or might, but for the terms of this Agreement, exercise; and

(c) except to the extent prohibited by law, apply, set off or transfer any or all of the Deposits in or towards the payment or other satisfaction of the Secured Liabilities or any part of them in accordance with Clause 14 (Application of Proceeds).

7. COMPANY'S REPRESENTATIONS AND UNDERTAKINGS

7.1 Representation

(a) Establishments

The Company represents on and as at the date of this Agreement that it has not registered any "establishments" (as that term is defined in Part 1 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

(b) Ownership of Deposit

The Company represents on and as at the date of this Agreement that: (i) it is the sole legal and beneficial owner of each Deposit, free and clear of all Liens, subject to any Liens permitted pursuant to Section 6.02(u) (Liens) of the Credit Agreement or any similar Liens or any Lien created by this Agreement; and (ii) it has not sold or disposed of or granted any Lien over any of its right, title and interest in any Deposit, in each case other than as permitted by the Loan Documents and other than pursuant to this Agreement.

7.2 Undertakings

(a) Disposals

Unless permitted by this Agreement or the Principal Finance Documents, the Company shall not, if an Enforcement Event has occurred and is continuing, enter into a single transaction or a series of transactions (whether related or not) and whether voluntarily or involuntarily, to sell, transfer or otherwise dispose of or otherwise deal with the whole or any part of any Deposit.

(b) Negative Pledge

Unless permitted by this Agreement or the Principal Finance Documents, the Company shall not create or permit to subsist any Lien on any part of the Deposits without the prior written consent of the Collateral Agent (acting on the instructions of the Applicable Representative).

(c) Dormant Account

The Company shall ensure that any Account holding Deposits which are the subject of the security constituted by this Agreement is not and does not become a dormant account within the meaning of the Dormant Bank and Building Society Accounts Act 2008.

8. FURTHER ASSURANCE

8.1 Covenant for Further Assurance

(a) The covenant set out in Section 2(1)(b) of the Law of Property (Miscellaneous Provisions) Act 1994 shall extend to include the obligations set out in Clause 8.1(b) below.

(b) Subject to the Agreed Security Principles, the Company will promptly at its own cost do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Collateral Agent may specify (acting on the instruction of the Applicable Representative) (and in such form as the Collateral Agent, acting on the instruction of the Applicable Representative, may require in favour of the Collateral Agent or its nominee(s) or Delegate):

(i) to perfect the security created or intended to be created in respect of the Deposits (which may include the execution by the Company of a mortgage, charge or assignment over all or any of the assets constituting, or intended to constitute, the Deposits), or for the exercise of the Collateral Rights; and/or

(ii) to facilitate the realisation of each Deposit.

9. POWER OF ATTORNEY

9.1 Appointment and Powers

The Company by way of security irrevocably appoints the Collateral Agent and any Receiver severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents and do all things which the attorney may consider to be required or desirable for:

(a) carrying out any obligation imposed on the Company by this Agreement or any other agreement binding on the Company to which the Collateral Agent is a party (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the assets subject to the security created by this Agreement); and

(b) enabling the Collateral Agent and any Receiver to exercise, or delegate the exercise of, all or any of the Collateral Rights (including, if an Enforcement Event has occurred and is continuing, the exercise of any right of a legal or beneficial owner of each Deposit),

provided always that the Collateral Agent may only be entitled to exercise the powers conferred upon it by the Company under this Clause 9.1 if:

(i) an Enforcement Event has occurred and is continuing; and/or

(ii) the Collateral Agent has received notice from the Applicable Representative, the Loan Parties' Agent and/or the Company that the Company has failed to comply with a further assurance or perfection

obligation within 10 Business Days of the Company being notified of that failure (with a copy of that notice being sent to the Loan Parties' Agent),

provided further that the Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Company under this Clause 9.1 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

9.2 Ratification

The Company shall ratify and confirm all things done and all documents executed by any attorney in the exercise or purported exercise of all or any of his powers.

10. SECURITY ENFORCEMENT

10.1 Time for Enforcement

If an Enforcement Event has occurred and is continuing, or if a petition or application is presented for the making of an administration order in relation to the Company, or if any person who is entitled to do so gives written notice of its intention to appoint an administrator of the Company or files such a notice with the court or is requested to do so by the Company, save to the extent that such petition, application, notice or filing is not made by a member of the Group or any director of any member of the Group and is frivolous or vexatious and is stayed, dismissed or withdrawn within 4

Business Days of such petition, application, notice or filing being made, the security created by or pursuant to this Agreement is immediately enforceable and the Collateral Agent may, without notice to the Company or prior authorisation from any court, in its absolute discretion and shall, if so instructed by the Applicable Representative:

(a) secure and perfect its title to all or any part of the Deposits (including transferring the same into the name of the Collateral Agent or its nominee(s)) or otherwise exercise in relation to the Deposits all the rights of an absolute owner;

(b) enforce all or any part of the security created by or pursuant to this Agreement (at the times, in the manner and on the terms it thinks fit) and take possession of and hold or dispose of all or any part of the Deposits; and

(c) whether or not it has appointed a Receiver, exercise all or any of the powers, authorisations and discretions conferred by the Law of Property Act 1925 (as varied or extended by this Agreement) on chargees and by this Agreement on any Receiver or otherwise conferred by law on chargees or Receivers.

10.2 Power of sale

(a) The power of sale or other disposal conferred on the Collateral Agent and on the Receiver by this Agreement shall operate as a variation and extension of the statutory power of sale under Section 101 of the Law of Property Act 1925 and such power shall arise (and the Secured Liabilities shall be deemed due and payable for that purpose) on execution of this Agreement.

(b) The restrictions contained in Sections 93 and 103 of the Law of Property Act

1925 shall not apply to this Agreement or to the exercise by the Collateral Agent of its right to consolidate all or any of the security created by or pursuant to this Agreement with any other security in existence at any time or to its power of sale which powers may be exercised by the Collateral Agent without notice to the Company on or at any time if an Enforcement Event has occurred and is continuing.

10.3 Collateral Agent's liability

Neither the Collateral Agent nor any Receiver will be liable to account as a mortgagee or mortgagee in possession in respect of any Deposit or be liable for any loss upon realisation or for any neglect or default of any nature whatsoever in connection with any Deposit for which a mortgagee or mortgagee in possession might as such be liable.

10.4 Right of Appropriation

To the extent that any Deposit constitutes "financial collateral" and this Agreement and the obligations of the Company hereunder constitute a "security financial collateral arrangement" (in each case as defined in, and for the purposes of, the Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003 No. 3226) (the "Regulations") the Collateral Agent shall have the right if an Enforcement Event has occurred and is continuing to appropriate all or any part of such financial collateral in or towards discharge of the Secured Liabilities and may exercise such right to appropriate upon giving written notice to the Company. For this purpose, the parties agree that the value of such financial collateral so appropriated shall be the amount of such Deposit, together with any accrued but unposted interest that is paid in relation to such Deposit, at the time the right of appropriation is exercised. The parties further agree that the method of valuation provided for in this Agreement shall constitute a commercially reasonable method of valuation for the purposes of the Regulations.

10.5 Statutory powers

The powers conferred by this Agreement on the Collateral Agent are in addition to and not in substitution for the powers conferred on mortgagees and mortgagees in possession under the Law of Property Act 1925, the Insolvency Act 1986 or otherwise by law and in the case of any conflict between the powers contained in any such Act and those conferred by this Agreement the terms of this Agreement will prevail.

11. RECEIVERS

11.1 Appointment and Removal

If an Enforcement Event has occurred and is continuing or if a petition or application is presented for the making of an administration order in relation to the Company, or if any person who is entitled to do so gives written notice of its intention to appoint an administrator of the Company or files such a notice with the court or is requested to do so by the Company, save to the extent that such petition, application, notice or filing is not made by a member of the Group or any director of any member of the Group and is frivolous or vexatious and is stayed, dismissed or withdrawn within 4

Business Days of such petition, application, notice or filing being made the Collateral Agent may by deed or otherwise (acting through an authorised officer of the Collateral Agent), without prior notice to the Company:

(a) appoint one or more persons to be a Receiver of the whole or any part of the

Deposits;

(b) remove (so far as it is lawfully able) any Receiver so appointed;

(c) appoint another person(s) as an additional or replacement Receiver(s); or

(d) appoint one or more persons to be an administrator of the Company.

11.2 Capacity of Receivers

Each person appointed to be a Receiver pursuant to Clause 11.1 (Appointment and removal) will be:

(a) entitled to act individually or together with any other person appointed or substituted as Receiver;

(b) for all purposes shall be deemed to be the agent of the Company which shall be solely responsible for his acts, defaults and liabilities and for the payment of his remuneration and no Receiver shall at any time act as agent for the Collateral Agent; and

(c) entitled to remuneration for his services at a rate to be fixed by the Collateral Agent from time to time (without being limited to the maximum rate specified by the Law of Property Act 1925).

11.3 Statutory powers of appointment

The powers of appointment of a Receiver shall be in addition to all statutory and other powers of appointment of the Collateral Agent under the Law of Property Act 1925 (as extended by this Agreement) or otherwise and such powers shall remain exercisable from time to time by the Collateral Agent in respect of any part of the Deposits.

11.4 Powers of Receivers

Every Receiver shall (subject to any restrictions in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company) have and be entitled to exercise, in relation to the Deposits in respect of which he was appointed, and as varied and extended by the provisions of this Agreement (in the name of or on behalf of the Company or in his own name and, in each case, at the cost of the Company):

(a) all the powers conferred by the Law of Property Act 1925 on mortgagors and on mortgagees in possession and on receivers appointed under that Act;

(b) all the powers of an administrative receiver set out in ‎Schedule 1 to the Insolvency Act 1986 (whether or not the Receiver is an administrative receiver);

(c) all the powers and rights of an absolute owner and power to do or omit to do anything which the Company itself could do or omit to do;

(d) the power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement or any of the Principal Finance Documents (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise any subsequent delegation or any revocation of such power, authority or discretion by the Receiver itself; and

(e) the power to do all things (including bringing or defending proceedings in the name or on behalf of the Company) which seem to the Receiver to be incidental or conducive to:

(i) any of the functions, powers, authorities or discretions conferred on or vested in him;

(ii) the exercise of any Collateral Rights (including realisation of all or any part of the Deposits); or

(iii) bringing to his hands any assets of the Company forming part of, or which when got in would be, a Deposit.

11.5 Consideration

The receipt of the Collateral Agent or any Receiver shall be a conclusive discharge to a purchaser and, in making any sale or disposal of the Deposits or making any acquisition, the Collateral Agent or any Receiver may do so for such consideration, in such manner and on such terms as it thinks fit.

11.6 Protection of purchasers

No purchaser or other person dealing with the Collateral Agent or any Receiver shall be bound to inquire whether the right of the Collateral Agent or such Receiver to exercise any of its powers has arisen or become exercisable or be concerned with any propriety or regularity on the part of the Collateral Agent or such Receiver in such dealings.

11.7 Discretions

Any liberty or power which may be exercised or any determination which may be made under this Agreement by the Collateral Agent or any Receiver may, subject to the terms and conditions of the Intercreditor Arrangements and to any requirement of reasonableness required under this Agreement, be exercised or made in its absolute and unfettered discretion without any obligation to give reasons.

11.8 Delegation

Subject to Section 4.05 (Delegation of Duties) of the First Lien Intercreditor Agreement (to the extent permitted by English law), each of the Collateral Agent and any Receiver shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement (including the

power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent or the Receiver itself.

12. EFFECTIVENESS OF COLLATERAL

12.1 Collateral Cumulative

The collateral constituted by this Agreement and the Collateral Rights shall be cumulative, in addition to and independent of every other security which the Collateral Agent or any other Secured Party may at any time hold for the Secured Liabilities or any rights, powers and remedies provided by law. No prior security held by the Collateral Agent or any other Secured Party over the whole or any part of any Deposit shall merge into the collateral constituted by this Agreement.

12.2 No Waiver

No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent, any right, power or remedy of the Collateral Agent provided by this Agreement or by law shall operate as a waiver, nor shall any single or partial exercise of that right, power or remedy prevent any further or other exercise of that or any other right, power or remedy of the Collateral Agent provided by this Agreement or by law.

12.3 Illegality, Invalidity, Unenforceability

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired and if any part of the security intended to be created by or pursuant to this Agreement is invalid, unenforceable or ineffective for any reason, that shall not affect or impair any other part of the security.

12.4 No liability

None of the Collateral Agent, its nominee(s) or any Receiver or Delegate appointed pursuant to this Agreement shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the Deposits or (c) the taking possession or realisation of all or any part of the Deposits, except to the extent provided in the Principal Finance Documents.

12.5 Implied Covenants for Title

(a) The covenants set out in Sections 3(1), 3(2) and 6(2) of the Law of Property (Miscellaneous Provisions) Act 1994 will not extend to Clause ‎3 (Security over the Deposits).

(b) It shall be implied in respect of Clause ‎3 (Security over the Deposits) that the Company is assigning the Deposits free from all charges and encumbrances (whether monetary or not) and from all other rights exercisable by third parties (including liabilities imposed and rights conferred by or under any enactment).

12.6 Continuing security

(a) The security created by or pursuant to this Agreement is a continuing security and will remain in full force and effect as a continuing security for the Secured Liabilities unless and until realised or discharged by the Collateral Agent.

(b) No part of the security from time to time constituted by this Agreement will be considered satisfied or discharged by any intermediate payment, discharge or satisfaction of the whole or any part of the Secured Liabilities.

12.7 Immediate recourse

The Company waives any right it may have of first requiring the Collateral Agent or a Secured Party to proceed against or enforce any other rights or Lien or claim payment from any person before claiming from the Company under this Agreement. This waiver applies irrespective of any law or any provision of this Agreement to the contrary.

12.8 Avoidance of Payments

If the Collateral Agent, acting on the instruction of the Applicable Representative, considers that any amount paid or credited to any Secured Party is reasonably likely to be avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws the liability of the Company under this Agreement and the security constituted by this Agreement shall continue and such amount shall not be considered to have been irrevocably paid.

12.9 Non-competition

Until such time as the Secured Liabilities have been discharged in full, the Company will not exercise any rights which it may have by reason of performance by it of its obligations under this Agreement:

(a) to be indemnified by any Loan Party;

(b) to claim any contribution from any guarantor of any Loan Party's obligations under this Agreement; and/or

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of a Secured Party under the Loan Documents or of any other guarantee or security taken pursuant to, or in connection with, this Agreement by any Secured Party.

12.10 Waiver of defences

The obligations of the Company under this Agreement and the Collateral Rights will not be affected by any act, omission, matter or thing which, but for this Clause 12.10 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Agreement and this Lien and whether or not known to the Company or the Collateral Agent or any Secured Party including:

(a) any time, waiver or consent granted to, or composition with, any Loan Party or other person;

(b) the release of any other Loan Party or any other person under the terms of any composition or arrangement with any creditor of any Loan Party;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Lien over assets of, any Loan Party or other person or any non-presentment or non-observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any other Lien;

(d) any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any Loan Party or any other person;

(e) any amendment, novation, supplement, extension (whether of maturity or otherwise), restatement (in each case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of any Loan Document or any other document or security or of the Secured Liabilities;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security or of the Secured Liabilities; or

(g) any insolvency or similar proceedings.

12.11 No prejudice

The security created by or pursuant to this Agreement and the Collateral Rights shall not be prejudiced by any unenforceability or invalidity of any other agreement or document or by any time or indulgence granted to the Company or any other person, or the Collateral Agent (whether in its capacity as security agent or otherwise) or any of the other Secured Parties or by any variation of the terms upon which the Collateral Agent holds the security or by any other thing which might otherwise prejudice that security or any Collateral Right.

13. INDEMNITY

13.1 Indemnity

To the extent set out in Section 4.11 (Indemnity) of the First Lien Intercreditor Agreement, the Company shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents, attorneys, any Delegate and any Receiver against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes and costs which it may sustain as a consequence of any breach by the Company of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to any Deposit.

13.2 Interest on Demands

Section 2.07 (Default Interest) of the Credit Agreement applies to amounts which the

Company fails to pay under this Agreement.

13.3 Payments Free Of Deduction

Section 2.20 (Taxes) of the Credit Agreement applies to this Agreement, save that, for the purposes of this Agreement, the references in Section 2.20 (Taxes) of the Credit Agreement to "a Loan Party", "that Loan Party" and "each Loan Party" shall be replaced with "the Company".

14. APPLICATION OF PROCEEDS

All monies received or recovered by the Collateral Agent or any Receiver pursuant to this Agreement or the powers conferred by it shall (subject to the claims of any person having prior rights thereto and by way of variation of the provisions of the Law of Property Act 1925) be applied in accordance with Section 2.01 of the First Lien Intercreditor Agreement.

15. OTHER SECURITY INTERESTS

15.1 Redemption or transfer

In the event of any action, proceeding or step being taken to exercise any powers or remedies conferred by any prior ranking Lien in case of exercise by the Collateral Agent or any Receiver of any power of sale under this Agreement the Collateral Agent may redeem such prior Lien or procure the transfer thereof to itself. The Collateral Agent may settle and pass the accounts of the prior Lien and any accounts so settled and passed will be conclusive and binding on the Company.

15.2 Costs of redemption or transfer

All principal monies, interest, costs, charges and expenses of and incidental to any redemption or transfer under Clause 15.1 (Redemption or transfer) will be paid by the Company to the Collateral Agent on demand together with accrued interest thereon (as well as before judgment) at the rate from time to time applicable to unpaid sums specified in the Credit Agreement from the time or respective times of the same having been paid or incurred until payment thereof (after as well as before judgment).

15.3 Subsequent Interests

If the Collateral Agent (acting in its capacity as security agent or otherwise) or any of the Secured Parties at any time receives notice or is deemed to have received notice of any subsequent Lien affecting all or any part of any Deposit or any assignment or transfer of any Deposit which in either case is prohibited by the terms of this Agreement or the Principal Finance Documents, all payments made by the Company to the Collateral Agent or any of the Secured Parties after that time shall be treated as having been credited to a new account of the Company and not as having been applied in reduction of the Secured Liabilities as at the time when the Collateral Agent received notice.

16. SUSPENSE ACCOUNTS

All monies received, recovered or realised by the Collateral Agent under this Agreement (including the proceeds of any conversion of currency) may in the discretion of the Collateral Agent be credited to any interest bearing suspense or impersonal account maintained with the Collateral Agent or any bank, building society or financial institution as it considers appropriate and may be held in such account for so long as the Collateral Agent may think fit (acting on the instructions of the Applicable Representative) pending their application from time to time (as the Collateral Agent is entitled to do in its discretion) in or towards the discharge of any of the Secured Liabilities and save as provided herein no party will be entitled to withdraw any amount at any time standing to the credit of any suspense or impersonal account referred to above.

17. CURRENCY INDEMNITY

(a) The Secured Liabilities shall be paid in the currency in which it is denominated at the relevant time, unless the Loan Documents provides otherwise.

(b) If any Secured Liabilities is received from the Company in a currency ("first currency") other than the currency ("second currency") in which it is payable (whether as a result of obtaining or enforcing an order or judgment, the dissolution of any person or otherwise), the amount received shall only satisfy the‎ Company’s‎ obligation‎ to‎ pay‎ its‎ Secured‎ Liabilities‎ to‎ the‎ extent‎ of‎ the‎ amount in the second currency which the relevant Secured Party is able, in accordance with its usual practice, to purchase with the amount received in the first currency on the date of that receipt (or, if it is not possible to make that purchase on that date, on the first date upon which it is possible to do so).

(c) Subject to Section 9.05 (Expenses; Indemnity) of the Credit Agreement and the terms of the Principal Finance Documents, the Company indemnifies each Secured Party against:

(i) any loss sustained by it as a result of the amount purchased by it in the second currency pursuant to Clause (b) above being less than the amount due; and

(ii) all costs and expenses properly incurred by it in purchasing the second currency,

in respect of any Secured Liabilities received from the Company.

(d) The Company shall pay to the relevant Secured Party, promptly upon demand, in the currency stipulated, all amounts payable pursuant to such indemnity.

18. ASSIGNMENT

The Collateral Agent may assign and transfer all or any of its rights and obligations under this Agreement to facilitate the performance of its role as Collateral Agent under the Loan Documents in accordance with the Intercreditor Arrangements. This

Agreement shall be binding upon and shall inure to the benefit of each party and its direct or subsequent legal successors, permitted transferees and assigns.

19. DISCLOSURE

Subject to Section 9.16 (Confidentiality) of the Credit Agreement and the terms of the Principal Finance Documents, the Collateral Agent shall be entitled to disclose such information concerning the Company and this Agreement as the Collateral Agent considers appropriate to any actual or proposed direct or indirect successor or to any person to whom information may be required to be disclosed by applicable law.

20. COLLATERAL AGENT SUCCESSORS

This Agreement shall remain in effect despite any amalgamation or merger (however effected) relating to the Collateral Agent; and references to the Collateral Agent shall include any assignee or successor in title of the Collateral Agent and any person who, under the laws of its jurisdiction of incorporation or domicile, has assumed the rights and obligations of the Collateral Agent under this Agreement or to which, under such laws, those rights and obligations have been transferred.

21. WAIVERS AND COUNTERPARTS

21.1 Waivers

No waiver by the Collateral Agent of any of its rights under this Agreement shall be effective unless given in writing.

21.2 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

22. LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

23. ENFORCEMENT

23.1 Jurisdiction of English Courts

(a) The courts of England have exclusive jurisdiction to settle any dispute (a "Dispute") arising out of or connected with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Agreement.

(b) The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c) This Clause 23 (Enforcement) is for the benefit of the Collateral Agent only.

As a result and notwithstanding Clause 23.1‎(a), it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

23.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, the

Company:

(a) irrevocably appoints Law Debenture Corporate Services Limited as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agrees that failure by an agent for service of process to notify the Company of the process will not invalidate the proceedings concerned.

THIS AGREEMENT has been signed on behalf of the Collateral Agent and executed as a deed by the Company and is intended to be and is hereby delivered by it as a deed on the date specified above.

SCHEDULE 1

FORM OF NOTICE OF ASSIGNMENT

To: Bank of America Merrill Lynch

Client Services

26 Elmfield Road

Bromley

Kent

BR1 1WA

Date: [•]

Dear Sirs,

We give you notice that, pursuant to an English law security over cash agreement (the "Agreement")‎ dated‎ [•] 2012 and made between ourselves and The Bank of New York Mellon (the "Collateral Agent"), we have assigned to the Collateral Agent all of our right, title and interest in the credit balance from time to time on account number 20712015 (which is a Euro denominated account) (account name Reynolds Consumer Products Inc.) (including any renewal or redesignation thereof or substitution therefor) and all rights, benefits and proceeds in respect of the credit balance of that account from time to time (the "Account"). All references to the Collateral Agent in this notice include any person or entity appointed as successor to The Bank of New York Mellon as Collateral Agent.

You are hereby instructed that, following your receipt of any notice from the Collateral Agent that an Enforcement Event (as defined in the Agreement) has occurred and is continuing:

(a) any existing payment instructions affecting the Account shall immediately be terminated and all payments and communications in respect of the Account shall from that time onwards be made to the Collateral Agent or to its order (and in the case of communications, with a copy to us); and

(b) all rights, interests and benefits whatsoever accruing to or for the benefit of ourselves arising from the Account shall belong to the Collateral Agent.

For the avoidance of doubt, unless and until you receive notice from the Collateral Agent that an Enforcement Event (as defined in the Agreement) has occurred and is continuing, the Account shall be operated as normal in accordance with the account mandate that currently exists.

Please accept this notice by signing the enclosed acknowledgement and returning it to the

Collateral Agent at 101 Barclay Street, Floor 4E, New York, NY 10286, USA, facsimile +1

212-815-5603 marked for the attention of International Corporate Trust.

This notice and any non-contractual obligations arising out of or in connection with it are governed by English law.

Yours faithfully

..................................... for and on behalf of

Reynolds Presto Products Inc. (formerly Reynolds Consumer Products Inc.) [on copy only]

To: The Bank of New York Mellon

Date: [•]

At the request of the Collateral Agent and Reynolds Presto Products Inc. we acknowledge receipt of the notice of assignment, on the terms attached, in respect of the Account (as described in those terms). We confirm that:

(a) the balance standing to the Account at today's date is , no fees or periodic charges are payable in respect of the Account and there are no restrictions on (a) the payment of the credit balance on the Account [(except, in the case of a time deposit, the expiry of the relevant period)] or (b) the assignment of the Account to the Collateral Agent or any third party;

(b) we have not received notice of any previous and continuing assignments of, charges over or trusts in respect of, the Account;

(c) following receipt by ourselves of notice from the Collateral Agent that an Enforcement Event (as defined in the Agreement) has occurred and is continuing, we will‎not‎without‎the‎Collateral‎Agent’s‎consent‎ (i) exercise any right of combination, consolidation or set off which we may have in respect of the Account or (ii) amend or vary any rights attaching to the Account;

(d) following receipt by ourselves of notice from the Collateral Agent that an Enforcement Event has occurred and is continuing, we will act only in accordance with the instructions given by persons authorised by the Collateral Agent and we shall send all statements and other notices given by us relating to the Account to the Collateral Agent; and

(e) we will not, in accordance with the Dormant Bank and Building Society Accounts Act

2008, take any steps to transfer the balance standing to the credit of the Account to the reclaim fund without the Collateral Agent's prior written consent.

For and on behalf of Bank of America Merrill Lynch

By: ...............................................................

Company

Executed as a deed by ) REYNOLDS PRESTO PRODUCTS INC. ) (formerly REYNOLDS CONSUMER ) PRODUCTS INC.)) acting by its duly authorised representative )

)

/s/ Thomas Degnan

Name: Thomas Degnan

Title: President

The Collateral Agent

THE BANK OF NEW YORK MELLON

Executed by )

THE BANK OF NEW YORK MELLON)

/s/ Catherine F. Donohue

Name: Catherine F. Donohue

Title: Vice President

EX-2.71

SEVENTH AMENDMENT TO THE QUOTA PLEDGE AGREEMENT

Among

THE BANK OF NEW YORK MELLON

as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor Agreement

CLOSURE SYSTEMS INTERNATIONAL B.V.

and

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC

(FORMERLY CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.)

as Grantors

and

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.

as the Company

________________________

Dated as of

December _______, 2014

________________________

SEVENTH AMENDMENT TO THE QUOTA PLEDGE AGREEMENT

This Seventh Amendment to the Quota Pledge Agreement (the “Amendment”) is made as of December ____, 2014 by and among:

(a)    CLOSURE SYSTEMS INTERNATIONAL B.V., a company, duly organized and existing in accordance with the laws of the Netherlands, with its registered office at Teleportboulevard 140, 1043EJ Amsterdam, Netherlands, which is registered under registration number 342G1082 with the Chamber of Commerce, herein duly represented in accordance with its Charter Documents (together with its successors and permitted assignees, “CSI B.V.”);

(b)    CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC., (formerly “Closure Systems International Holdings Inc.”) a limited liability company duly incorporated and existing under the laws of the State of Delaware, United States of America (“USA”), with its registered office in the State of Delaware at National Registered Agents, Inc, 160 Greentree Drive, Suite 101, Dover, DE 19904 and principal place of business at 7702 Woodland Drive, Suite 200, Indianapolis, IN A6278, USA, herein duly represented in accordance with its Charter Documents (together with its successors and permitted assignees, “CSI Holdings” and together with CSI B.V., the “Grantors”);

(c)    THE BANK OF NEW YORK MELLON, a financial institution duly organized and existing under the laws of the State of New York, with its registered office at 101 Barclay Street, 4E, New York, NY 12086, USA, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under nº 09.214.177/0001-65, acting exclusively in the capacity as collateral agent of and for the benefit of the Secured Parties under the First Lien Intercreditor Agreement (together with its successors and permitted assignees in such capacity, the “Collateral Agent”); and

(d)    CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA., a limited liability company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of Jundiaí, State of São Paulo, at Avenida Prefeito Luiz Latorre, 9.401, Gleba 02, Bairro do Retiro, Zip Code 13209-430, enrolled with the CNPJ/MF under nº 09.074.885/0001-71 (the “Company”).

WHEREAS, on January 29, 2010, the parties hereto entered into the Quota Pledge Agreement (the “Pledge Agreement”).

WHEREAS, the Pledge Agreement was amended by (i) the Amendment to the Quota Pledge Agreement dated May 4, 2010, in respect of an Amendment No. 2 and Incremental Term Loan Assumption Agreement dated May 4, 2010, (ii) the Second Amendment to the Quota Pledge Agreement dated November 16, 2010, in respect of an Amendment No. 3 and Incremental Term Loan Assumption Agreement dated September 30, 2010 and a Senior Secured Notes Indenture dated October 15, 2010, (iii) the Third Amendment to the Quota Pledge Agreement dated March 2, 2011, in respect of an Amendment No. 4 and Incremental Term Loan Assumption Agreement dated February 9, 2011 and the February 2011 Secured Notes Indenture, (iv) the Fourth Amendment to the Quota Pledge Agreement dated September 8, 2011, in respect of an Amendment No. 6 and Incremental Term Loan Assumption Agreement dated August 9, 2011 and the August 2011 Secured Notes Indenture, (v) the Fifth Amendment to the Quota Pledge Agreement dated November 7, 2012, in respect of an Amendment No. 7 and Incremental Term Loan Assumption Agreement dated September 28, 2012 and the September 2012 Secured Notes Indenture; and (vi) the Sixth Amendment to the Quota Pledge Agreement dated February 14, 2014, in respect of an Amendment No. 8 and Incremental Term Loan Assumption Agreement dated November 27, 2013 and the Loan Modification Agreement dated December 27, 2013.

WHEREAS, on December 17, 2014 the capital of the Company has been increased by R$ 16,695,000.00 (sixteen million, six hundred and ninety-five thousand Reais), corresponding to US$ 6,300,000.00 (six million and three hundred thousand Dollars of the United States of America) through the issuance of 16,695,000 (sixteen million, six hundred and ninety-five thousand) new quotas which were entirely subscribed and paid in by CSI B.V. (the “Additional Quotas”).

WHEREAS, the parties recognize and agree that the security interest created under the Pledge Agreement shall extend to the Additional Quotas.

WHEREAS, the corporate type of Closure Systems International Holdings Inc. changed into limited liability company, as as result, its name changed to “Closure Systems International Holdings LLC”.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained herein, the parties hereto agree as follows:

1.    Defined Terms. Capitalized terms used and not otherwise defined in this Amendment are used herein and in any notice given under this Amendment with the same meanings ascribed to such terms in the Pledge Agreement or any of its amendments. All terms defined in this Amendment shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

2.    Amendment. The parties hereto agree to amend the Pledge Agreement as follows, such amendment to be in force and effect as of the date hereof:

(a) In view of the increase in the capital of the Company, through the issuance of 16,695,000 (sixteen million, six hundred and ninety-five thousand) new quotas, clause 2(a)(i) and (ii) of the Pledge Agreement shall be amended to read as follows:

“(i)    41,528,565 (forty one million, five hundred and twenty-eight thousand, five hundred and sixty-five) quotas, owned by the CSI B.V., as indicated in Schedule B hereto (as amended from time to time), representing on the date hereof the equivalent to R$ 41,528,565 (forty one million, five hundred and twenty-eight thousand, five hundred and sixty-five reais) and being 100% (one hundred per cent) of the capital stock of the Company less one quota (“CSI B.V. Quotas”).

(ii)    1 (one) quota, owned by the CSI Holdings, as indicated in Schedule B hereto (as amended from time to time), representing on the date hereof the equivalent to R$ 1 (one real) and being 0,00000241% (zero point zero zero zero zero zero two four one per cent) of the capital stock of the Company (“CSI Holdings Quota”, and together with the CSI B.V. Quotas, the “Quotas”).”

(b) The parties also agree to amend and substitute Schedule B to the Pledge Agreement to read as follows:

Schedule B

DESCRIPTION OF PLEDGED QUOTAS

Name of the Company whose Quotas are pledged in favor of The Bank of New York Mellon	Number of Quotas	Corresponding Amount of the capital stock of the Company	% of Total capital stock of the Company (subject to rounding adjustments)
Closure Systems International B.V.	41,528,565	R$41,528,565.00	99,99999759%
Closure Systems International LLC.	1	R$1.00	0,00000241%

3.     Registration of this Amendment. The Grantor shall, at its own expense, no later than twenty (20) days from the execution date of this Amendment, (i) cause the signature of the parties who have signed this Amendment outside Brazil to be notarized by a public notary and consularized at the local Brazil consulate, (ii) cause this Amendment to be translated into Portuguese by a public sworn translator (tradutor público juramentado) and (iii) have this Amendment, together with its sworn translation (tradução juramentada) into Portuguese, annotated at the margin of the registration of the Pledge Agreement with the competent Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) in Brazil, pursuant to Article 128 of Law No. 6,015 of December 31, 1973. The Grantor shall, promptly after such registration, deliver to the Collateral Agent evidence of such registration in form and substance satisfactory to the Collateral Agent. All expenses incurred in connection with such registrations shall be borne by the Grantor.

Notwithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to undertake any of the registrations, translations, filings and other formalities described herein if Grantor fails to do so, whereupon the Grantor shall reimburse the Collateral Agent promptly for any and all costs and expenses incurred by it related to such registrations, translations, filings and other formalities in accordance with the provisions of the Principal Finance Documents.

4.    Effectiveness of the Pledge Agreement. All the provisions of the Pledge Agreement not expressly amended as a result of this Amendment shall remain in full force and effect.

5.    Security Document. The Parties agree that this Amendment shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

6.    Governing Law; Jurisdiction. This Amendment shall be governed by and construed and interpreted in accordance with the laws of Brazil. The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or controversy related to or arising from this Amendment and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other court, however privileged it may be.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed in the presence of the undersigned witnesses.

CLOSURE SYSTEMS INTERNATIONAL B.V.

_____________________________

By:

Title:

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC.

_____________________________

By:

Capacity:

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.

_____________________________

By:

Title:

THE BANK OF NEW YORK MELLON as Collateral Agent acting as agent of and for the benefit of the Secured Parties

_____________________________

By:

Title: attorney-in-fact

WITNESSES: _________________________________ Name: ID: _________________________________ Name: ID:

EX-2.78

EXECUTION VERSION

TRADEMARK SECURITY AGREEMENT dated as of April 9, 2013 (this “Agreement”), between Spirit Foodservice, Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Pactiv LLC (f/k/a Pactiv Corporation) (“Pactiv”), Reynolds Consumer Products Holdings LLC (f/k/a Reynolds Consumer Products Holdings Inc.) (the “U.S. Term Borrower” and, together with RGHI and Pactiv, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries (as defined in the Credit Agreement) of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent (as defined therein), (b) the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Notes Indenture”) among RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow (Luxembourg) I S.A. (the “Escrow Issuers”), The Bank of New York Mellon as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent, (d) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “February 2011 Senior Secured Notes Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (e) the Indenture dated as of August 9, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “August 2011 Senior Secured Notes Indenture”) among RGHL US Escrow II LLC, RGHL US Escrow II Inc., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (f) the Indenture dated as of September 28, 2012 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2012 Senior Secured Notes Indenture”) among the Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the guarantors party thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral Agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited, as additional collateral agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The 2010 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2010 Senior Secured Notes Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2010 Senior Secured Notes Indenture. The February 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the February 2011 Senior Secured Notes Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the February 2011 Senior Secured Notes Indenture. The August 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the August 2011 Senior Secured Notes Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the August 2011 Senior Secured Notes Indenture. The 2012 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2012 Senior Secured Notes Indenture) have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the 2012 Senior Secured Notes Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. The U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of the U.S. Grantor’s right, title or interest in, to and under all of the Trademarks of the U.S. Grantor (including those listed on Schedule I hereto) now owned or at any time hereafter acquired by the U.S. Grantor or in which the U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademarks are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

SECTION 6.    Governing Law.    THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

SPIRIT FOODSERVICE, INC.

By        Name:         Title:

THE BANK OF NEW YORK MELLON, as Collateral Agent

By        Name: Catherine F. Donohue        Title: Vice President

Schedule I

Trademarks

TRADEMARK	App. No.	Filing Date	Reg. No.	Reg. Date
SIDE KICK	85147427	10/7/2010	3995263	7/12/2011
SIDEKICK	85121814	9/2/2010	4064423	11/29/2011
SPIR-IT	71648968	6/17/1953	588761	4/20/1954
STIRSTIC	72103814	9/1/1960	719237	8/1/1961

Applications

TRADEMARK	App. No.	Filing Date	Reg. No.	Reg. Date
FORKSTIR	85663364	6/27/2012	-	-

23860689v4

EX-2.80

Draft version # 7 Dated: 26 January 2010
[Lakatos, Köves és Társai Ügyvédi Iroda expressly reserves the right to make amendments to this draft during the negotiations]
CLOSURE SYSTEMS INTERNATIONAL B.V. as Chargor and WILMINGTON TRUST (LONDON) LIMITED as Chargee
	QUOTA CHARGE AGREEMENT (ÜZLETRÉSZEN ALAPÍTOTT ZÁLOGSZERZŐDÉS)

in respect of its Quota in CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

CONTENTS
Clause	Page

1.INTERPRETATION    3

2.CREATION OF THE CHARGE    8

3.VOTING RIGHTS AND DIVIDENDS    10

4.REPRESENTATIONS, WARRANTIES AND COVENANTS    10

5.CHARGEE'S RIGHTS    13

6.ENFORCEMENT    14

7.GENERAL PROVISIONS    15

8.REMEDIES AND WAIVERS    16

9.SEVERABILITY    16

10.ATTORNEY    17

11.TERMINATION    17

12.POWER TO ASSIGN    18

13.NOTICES    18

14.GOVERNING LAW    18

15.JURISDICTION    18

16.LANGUAGE    18

17.AMENDMENTS    18

18.APPLICATION FOR REGISTRATION    19

SCHEDULE 1 - Form of the Extract of this Quota Charge Agreement

SCHEDULE 2 - Power of Attorney

SCHEDULE 3 - Part I CREDIT AGREEMENT

Part II SENIOR SECURED NOTE INDENTURE

Part III FIRST LIEN INTERCREDITOR AGREEMENT

THIS QUOTA CHARGE AGREEMENT (the "Agreement") is made on _______ 2010 – [Text of Public Notary to be inserted]

BETWEEN:

(1) Closure Systems International B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its seat as at the date of this Agreement at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, registered with the Chamber of Commerce in Amsterdam, The Netherlands, under registration number 34291082, as owner of the Quota (as defined below) and chargor under this Agreement (hereinafter referred to as the "Chargor");

and

(2) Wilmington Trust (London) Limited, acting as chargee under this Agreement, in its capacity as collateral agent acting on behalf and for the benefit of the Secured Parties (as defined below), as appointed under the First Lien Intercreditor Agreement (as defined below) and authorised to represent their joint and several rights in connection with this Agreement (hereinafter, with its successors, permitted transferees and permitted assigns in such capacity, referred to as the "Collateral Agent" or the "Chargee");

(1) and (2) are together hereinafter referred to as the "Parties" and "Party" means any of them, as the context may require.

This Agreement is hereby acknowledged and accepted by:

(3) CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság a limited liability company (korlátolt felelősségű társaság) incorporated under the laws of Hungary, having its registered seat as at the date of this Agreement at H-8000 Székesfehérvár, Berényi út 72-100., Hungary, registered under registration number: Cg.07-09-013757, with tax identification number: 14122952-2-07 (hereinafter referred to as the "Company").

WHEREAS

(A) Pursuant to the Loan Documents (as defined below) the Chargor was requested to provide security to the Chargee for the Obligations under the Loan Documents (each as defined below).

(B) The Parties have agreed to enter into this Agreement to create a security interest over the Quota in accordance with and subject to the terms and conditions as set out herein.

(C) The Secured Parties (as defined below) have duly authorised and empowered the Chargee to enter into this Agreement and to represent their joint and several rights in connection with the Charge (as defined below), acting for its own and for the Secured Parties' benefit.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. INTERPRETATION

1.1 Definitions

Unless defined in this Agreement or the context otherwise requires, a term defined in the First Lien Intercreditor Agreement has the same meaning in this Agreement and in any notice given under this Agreement.

In this Agreement:

"Agreed Security Principles" has the meaning it is given in the Credit Agreement and the Senior Secured Note Indenture and, to the extent of any inconsistency, the meaning it is given in the Credit Agreement shall prevail.

"Applicable Representative" has the meaning given to that term in the First Lien Intercreditor Agreement.

"Articles of Association" means the articles of association of the Company as it exists and is in full force and effect since their date as of 30 June 2009.

"Business Day" means a day (other than Saturday or Sunday) on which banks are open for business in New York, London and Budapest.

"Charge" means the charge created by, and pursuant to, this Agreement over the Quota.

"Civil Code" means Act IV of 1959 (as amended) on the Civil Code of the Republic of Hungary.

"Companies Act" means Act IV of 2006 on Business Associations.

"Company Register" means the Hungarian authentic registry of the company data, kept and maintained by the Court of Registration.

"Court Enforcement Act" means Act LIII of 1994 on Judicial Execution.

"Court of Registration" means the relevant Hungarian court of registration having jurisdiction over the Company (currently being "Fejér Megyei Bíróság mint Cégbíróság").

"Credit Agreement" means the Credit Agreement dated as of 5 November 2009, among Closure Systems International B.V., Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc. and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, attached as Part I of Schedule 3 (Credit Agreement) to this Agreement.

"Declaration" means a written declaration (in Hungarian: “ténytanúsítvány”/”ténytanúsító okirat” to be incorporated into a notarial deed) of the Chargee issued in accordance with Section 21(2) of the Court Enforcement Act (i) declaring the failure of the Chargor and/or the Loan Parties to pay the relevant amounts on the due date set forth in the Demand and (ii) stipulating the amount of principal, interest and default interest due as at the date of such declaration as well as the applicable rate of interest and default interest applicable from such date until the date of receipt by the Chargee of the proceeds of the enforcement hereunder.

"Demand" means a written demand made by the Chargee and delivered in accordance with this Agreement to the Chargor with a copy to the Loan Parties' Agent if an Event of Default has occurred and is continuing unremedied and unwaived (i) declaring the occurrence of an Event of Default which is continuing unremedied and unwaived; and (ii) setting (at the Chargee's total discretion) a payment date for the payment of all amounts outstanding under or in connection with the Credit Agreement and/or the other Loan Documents and stipulating that if such payment is not made when due, the Chargee becomes authorised to enforce the Charge.

"Dispute" has the meaning given to that term in clause 15 (Jurisdiction) of this Agreement.

"Enforcement Events" means collectively Enforcement Event I and Enforcement Event II and "Enforcement Event" means any one of them.

"Enforcement Event I" means the issuance of a Declaration by the relevant public notary after the non-payment of the full amounts set forth in the Demand on the due date thereof.

"Enforcement Event II" means the occurrence of an Event of Default which is continuing unremedied and unwaived and in respect of which a notice has been served in accordance with Article VII of the Credit Agreement or the equivalent provisions of the other Principal Finance Documents except that any rights of the Chargee in respect of the preservation of the assets or the security may be exercised if the Chargee determines that they are required to be exercised if an Event of Default has occurred and is continuing (i.e. without any notice).

"Event of Default"means an "Event of Default" under, and as defined in, the First Lien Intercreditor Agreement.

"Existing Quota Charge " means the first priority charge created by the Existing Quota Charge Agreement and registered in the Company Register.

"Existing Quota Charge Agreement" means the quota charge agreement entered into between Credit Suisse, Sydney Branch and the Chargor in the form of a notarial deed (notarial deed number: 11015/Ü/1273/2009) dated 1 October 2009.

"Expert" has the meaning given to such term in clause 6.5 (Enforcement) of this Agreement.

"First Lien Intercreditor Agreement" means the First Lien Intercreditor Agreement dated as of 5 November 2009, among the Collateral Agent, The Bank of New York Mellon, as trustee under the Senior Secured Note Indenture, Credit Suisse AG (formerly known as Credit Suisse), as administrative agent under the Credit Agreement, and the Loan Parties, as amended, novated, supplemented, restated or modified from time to time, (including by the Joinder Agreement which added the Collateral Agent as a collateral agent under the First Lien Intercreditor Agreement) attached as Part III of Schedule 3 (First Lien Intercreditor Agreement) to this Agreement.

"Founder's Resolution" ("alapítói határozat") means any resolution passed by the Chargor in respect of the Company.

"Intercreditor Arrangements" means the First Lien Intercreditor Agreement and any other document that is designated by the Loan Parties' Agent and the Collateral Agent as an intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced or modified from time to time.

"Issuers" means the "Issuers" under, and as defined in, the Senior Secured Note Indenture, including their successors in interest.

"Joinder Agreement" means the joinder agreement dated on 21 January 2010 made among (amongst others) the Collateral Agent, The Bank of New York Mellon, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which the Collateral Agent is appointed an additional collateral agent and becomes a party to the First Lien Intercreditor Agreement.

"Lien" has the meaning it is given in the First Lien Intercreditor Agreement.

"Loan Documents" means the "Credit Documents" under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document.

"Loan Parties" means the "Grantors" under, and as defined in, the First Lien Intercreditor Agreement.

"Loan Parties' Agent" means Reynolds Group Holdings Limited (formerly known as Rank Group Holdings Limited).

"Obligations" means all present and future obligations and liabilities including Parallel Debt (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents, together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities.

"Parallel Debt" means the independent obligations of any of the Loan Parties arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to and in the currency of each amount payable by such Loan Party to each of the Secured Parties under each of the Loan Documents.

"Principal Finance Document" means the Credit Agreement, the Senior Secured Note Indenture, the Intercreditor Arrangements and any Additional Agreement.

"Prohibition" has the meaning given to such term in clause 1.3 (Unlawful Financial Assistance) of this Agreement.

"Quota" means the quota owned by the Chargor in the Company representing its ownership interest in the Company from time to time.

"Secured Parties" means the "Secured Parties" under, and as defined in, the First Lien Intercreditor Agreement.

"Secured Principal" has the meaning given to such term in Clause 2.1 of this Agreement.

"Senior Secured Note Indenture" means the Indenture dated as of 5 November 2009, among the Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, attached as Part II of Schedule 3 (Senior Secured Note Indenture) to this Agreement.

"Value" has the meaning given to such term in Clause 6.5 of this Agreement.

1.2 Construction

1.2.1 Headings are for convenience of reference only.

1.2.2 Where the context so permits, the singular includes the plural and vice versa.

1.2.3 Save where the contrary is indicated, any reference in this Agreement to the "Chargee", the "Chargor", "Secured Party", a “Loan Party” or a "Lender" shall be construed so as to include its (or their) respective successors, transferees and assignees from time to time and any successor of such a successor, transferee or assignee in accordance with its (or their) respective interests.

1.2.4 The Parties agree and confirm that any person becoming a transferee of any rights and obligations of the Collateral Agent under the First Lien Intercreditor Agreement shall thereupon become entitled to the benefit of the provisions contained herein as if it had originally been and had been named as a party hereto.

1.2.5 References to Clause and Schedule shall, subject to any indication to the contrary, mean the respective Clause and Schedule of this Agreement.

1.2.6 References to the Credit Agreement, the First Lien Intercreditor Agreement, the other Loan Documents, this Agreement or any other agreement or document shall, where applicable, be deemed to be references to such Credit Agreement, the First Lien Intercreditor Agreement, the other Loan Documents, this Agreement or such other agreement or document as the same may have been, or may from time to time be, amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, as persons may accede thereto as a party or withdraw therefrom as a party in part or in whole or be released thereunder in part or in whole, and as facilities and financial services are or may from time to time be granted, extended, prolonged, increased, reduced, cancelled, withdrawn, amended, restated, supplemented, restructured, refunded, replaced, modified, renewed or novated thereunder.

1.2.7 Any amount will be deemed irrevocably paid in full if it has been paid in full and there is no evidence such as to give a reasonable belief that any claim will be brought to revoke such payment.

1.2.8 Reference to any element of the legislation, statute, law, act, regulation, or any provision thereof shall, where applicable, be deemed to be reference to that element of the legislation, as amended or re-enacted.

1.2.9 This Agreement is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this Agreement and the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.

1.3 Unlawful Financial Assistance

No obligations shall be included in the definition of "Obligations" to the extent that, if included, the security interest granted pursuant to this Agreement or any part thereof would be void as a result of a violation of the prohibition on financial assistance as contained in Articles 2:98c and 2:207c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the "Prohibition") and all provisions hereof will be construed accordingly. For the avoidance of doubt, this Agreement will continue to secure those obligations which, if included in the definition of "Obligations", would not constitute a violation of the Prohibition.

2. CREATION OF THE CHARGE

2.1 In order to secure the Obligations, up to the maximum amount of:

(i) USD 2,280,000,000 (that is two billion two hundred and eighty million U.S.$ and EUR 780,000,000 (that is seven hundred and eighty million euro) (the "Secured Principal"); plus

(ii) all accrued interest (as calculated in accordance with Loan Documents); plus all accrued default interest (as calculated in accordance with Loan Documents); plus any other amounts, monetary obligations, indemnities, fees, commissions, costs and expenses arising under and payable in accordance with the terms of the Loan Documents, which amounts, monetary obligations, indemnities, fees, commissions, costs, expenses, and the costs of the enforcement of this Agreement shall not exceed an aggregate amount representing 40% of the aggregate amount of Secured Principal,

the Chargor hereby grants to the Chargee, subject to the deletion of the Existing Quota Charge from the Company Register as contemplated under Clause 2.3 (Existing Quota Charge and Priority), a first priority Charge over the Quota owned by it in the Company and over any rights and/or benefits arising out of, or in connection with its Quota, including, without limitation all cash dividends or distributions payable at any time hereafter on the Quota. The Chargee hereby accepts such Charge.

2.2 The Charge constituted by this Agreement will come into existence upon the execution of this Agreement in the form of a notarial deed subject to its registration of the extract referred to in Clause 2.6 below at the Court of Registration.

2.3 Existing Quota Charge and Priority

2.3.1 The Parties represent and acknowledge that they are aware of the registration of the Existing Quota Charge with the Company Register.

2.3.2 The Chargee will request the deregistration of the Existing Quota Charge registered with the Company Register within fifteen (15) Business Days of the date of this Agreement.

2.4 Nature of the Charge

The Charge constituted by, and pursuant to, this Agreement shall:

(a) subject to the deletion of the Existing Quota Charge from the Company Register as contemplated under Clause 2.3 (Existing Quota Charge and Priority) and subject to any Lien permitted by the Loan Documents be a first priority security over the Quota;

(b) to the extent permitted by Hungarian law, be of the nature of "framework security" ("keretbiztosítéki jellegű"), the maximum amount of which is the sum set out under Clause 2.1. If the framework security nature of the Charge constituted by this Agreement is not recognised by a court for any reason, then the Charge shall be deemed to secure the Obligations;

(c) be a continuing security for the payment, satisfaction and discharge in full of the Obligations and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Obligations unless and until discharged by the Chargor;

(d) be in addition to and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security, encumbrance, guarantee, suretyship, indemnity or other right or remedy which the Chargee or any other Secured Party (or any person on their behalf) may now or at any time hereafter hold for or in respect of the Obligations or any part thereof; and

(e) not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Chargee or any other Secured Party (or any person on their behalf) in perfecting or enforcing any security, encumbrance, guarantee, suretyship, right or remedy that the Chargee or any other Secured Party (or any person on their behalf) may now or at any time hereafter have from or against the Loan Parties.

2.5 By signing this Agreement:

2.5.1 the Chargor and the Company acknowledge the Charge over the Quota; and

2.5.2 the Chargor expressly and irrevocably consents ("bejegyzési engedély") to the registration of the Charge in the Company Register created by this Agreement over the Quota.

2.6 The Parties hereby agree to sign the extract of this Agreement - for filing purposes to be submitted with the Court of Registration - substantially in the form and substance set out in Schedule 1 (Form of the extract of this Quota Charge Agreement) promptly upon the execution of this Agreement.

3. VOTING RIGHTS AND DIVIDENDS

3.1 The Chargee confirms that provided no Event of Default has occurred and is continuing unremedied and unwaived, the Chargor shall be entitled to:

3.1.1 receive, retain and utilise all dividends, interest and other monies arising on the Quota to the extent permitted under the Loan Documents; and

3.1.2 to retain and to exercise all voting rights in respect of the Quota and all other rights and powers relating to the Quota in a manner which does not adversely affect the validity or enforceability of the security constituted by this Agreement or cause an Event of Default to occur; however the Chargor (a) shall be entitled to vote upon the decrease of registered capital to be made in accordance with a mandatory statutory requirement set out in the relevant provisions of the Companies Act and (b) shall be entitled to exercise any voting rights otherwise prohibited by this clause with the consent of the Chargee.

3.2 The Company shall, to the extent permitted by the Loan Documents, be authorised to pay cash dividends directly to the Chargor. By signing this Agreement, the Company confirms that a written notice from the Chargee to the Company if, and stating that, an Event of Default has occurred and is continuing unremedied and unwaived, shall be sufficient for the Company to accept the Chargee as being exclusively entitled to such rights and other powers which it is entitled to exercise if an Event of Default has occurred and is continuing unremedied and unwaived.

3.3 If an Event of Default has occurred and is continuing unremedied and unwaived, the Chargee may, at its discretion (in the name of the Chargor or otherwise and without any further consent or authority from the Chargor), but subject to the provisions of this Agreement:

3.3.1 exercise (or refrain from exercising) any voting rights in respect of the Quota that is necessary and/or desirable in order to preserve the value, the status, the legal title and any relevant rights with respect to the Quota and to preserve the validity and enforceability of the Charge over the Quota;

3.3.2 apply all dividends, interest and other monies arising on the Quota as though they were the proceeds of sale under this Agreement in accordance with Clause 6 (Enforcement).

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 Representations and Warranties

In addition and without prejudice to those representations and warranties made by or in respect of the Chargor herein or in any other Principal Finance Document, the Chargor hereby represents and warrants that on the date of this Agreement with reference to the facts and circumstances then existing, and subject to the provisions of the Principal Finance Documents:

(a) the representations and warranties made by the Chargor as Loan Party in Section 3.01 (Organization; Powers), 3.02 (Authorization), 3.03 (Enforceability), 3.06 (No Material Adverse Change), 3.09 (Litigation, Compliance with Laws), 3.10 (Agreements), 3.19 (Security Documents) and 3.22 (Solvency) of the Credit Agreement are true and accurate as regards the Chargor and this Agreement;

(b) it has not sold or otherwise disposed of (or agreed to sell or otherwise dispose of) any of its rights to the Quota or any part thereof, other than as permitted by the Principal Finance Documents;

(c) upon de-registration of the Existing Quota Charge, this Agreement will, as at the date that the Charge is registered with the Court of Registration, establish a first priority Charge over the Quota, subject to Liens permitted by the Principal Finance Documents and subject to the Legal Reservations (as defined in the Credit Agreement);

(d) it has not granted any Lien that would have an adverse effect on the validity and enforceability of security constituted by this Agreement, other than as permitted by the Principal Finance Documents;

(e) it has not taken any action, and has used reasonable endeavours to prevent any of its authorised signatories or the Company from taking any action, that would have an adverse effect on the validity and enforceability of security constituted by this Agreement, other than as permitted by the Principal Finance Documents;

(f) except as disclosed in Schedule 3.08 of the Credit Agreement or otherwise permitted by the Principal Finance Documents, its Quota is fully paid up and there are no liabilities outstanding in respect thereof.

The representations and warranties set out in this Clause 4.1 shall be deemed to be repeated as true and correct in all material respects on the date of a Credit Event (as defined in the Credit Agreement) during the continuance of this Agreement.

4.2 Covenants

In addition and without prejudice to those covenants, undertakings, commitments and obligations made by or in respect of the Chargor herein or in any other Loan Documents, the Chargor hereby covenants that, so long as this Agreement shall be in force, it shall:

(a) not take or omit to take any action the taking or omission of which would result in the alteration or impairment of any rights of the Chargee under the Charge which would have an adverse effect on the validity and enforceability of security hereunder except if such actions or omissions are permitted by the Principal Finance Documents;

(b) in each case subject to the Agreed Security Principles, from time to time execute such documents and do all such acts and things as the Chargee may require (acting on the reasonable instructions of the Applicable Representative) from time to time to create, perfect or protect the Charge or any part thereof or to facilitate the realisation of the Charge or any part thereof and as are required (acting on the reasonable instructions of the Applicable Representative) in the exercise of all powers, authorities and discretions vested in the Chargee pursuant to this Agreement in respect of the Charge or any part thereof;

(c) promptly notify the Chargee of any event or circumstance of which the Chargor is aware which would (i) materially and adversely affect, alter or impair the Chargee's rights relating to the validity and enforceability of the security created under or pursuant to this Agreement, (ii) materially and adversely affect, alter or impair the Chargee's rights under or pursuant to this Agreement in relation to the filing of a petition for the bankruptcy ("csődeljárás") or insolvency ("felszámolási eljárás") of the Chargor and/or the Company, the initiation of an execution in respect of the Quota in accordance with the Court Enforcement Act or similar laws applicable in other jurisdictions, the termination of the Chargor’s and/or the Company's commercial activities or the winding up of the Chargor and/or the Company (unless the termination of the Chargor’s and/or the Company 's commercial activities or the winding up of the Chargor and/or the Company is permitted by the Principal Finance Documents);

(d) (i) except in respect of any Liens permitted by the Principal Finance Documents and subject to the Legal Reservations (as defined in the Credit Agreement) and the Agreed Security Principles, ensure that, after release and de-registration of the Existing Quota Charge, the Charge created hereunder shall be at all times a first ranking Charge over the Quota; (ii) not grant any further Lien over the Quota; and (iii) not sell, transfer or otherwise dispose of any or all of its rights in the Quota (whether with or without consideration), in each case other than as permitted by the Principal Finance Documents or this Agreement;

(e) unless otherwise permitted by the Loan Documents, not pass any Founder's Resolution without the prior written consent of the Chargee (i) to amend the Articles of Association of the Company in a manner that would adversely effect the validity and enforceability of the security hereunder or (ii) to dissolve and liquidate the Company or to authorise an application for the bankruptcy ("csődeljárás") or insolvency ("felszámolási eljárás") of the Company or (iii) to reduce the registered capital ("törzstőke") of the Company save for a decrease of registered capital to be made in accordance with a mandatory statutory requirement set out in the relevant provisions of the Companies Act;

(f) if an Event of Default has occurred and is continuing unremedied and unwaived, only pass Founder's Resolutions with the prior written consent of the Chargee; and

(g) procure that the Company files the extract of this Agreement (as stipulated in Clause 2.6 above) with the relevant Court of Registration within twenty (20) Business Days commencing on the date of the execution of this Agreement and the Chargor or the Company shall deliver to the Chargee a copy of such filing promptly thereafter.

5. CHARGEE'S RIGHTS

5.1 For the avoidance of doubt, it is acknowledged that the Collateral Agent is permitted to act on the instructions of the Applicable Representative in accordance with clause 2.02(a)(i) of the First Lien Intercreditor Agreement. It is further acknowledged that the Collateral Agent may assume that any and all instructions received by it from the Applicable Representative under this Agreement are reasonable, and that any question as to the reasonableness or otherwise of such instructions shall be determined as between the Applicable Representative and the Chargor.

5.2 The Chargor acknowledges and agrees that the Collateral Agent’s actions under this Agreement are on the basis of authority conferred under the Principal Finance Documents to which the Collateral Agent is a party, and on directions of the Applicable Representative. In so acting, the Collateral Agent shall have the protections, immunities, rights, indemnities and benefits conferred on a collateral agent under the Principal Finance Documents.

5.3 The powers conferred by this Agreement on the Chargee in relation to the Quota or any part thereof shall be in addition to and not in substitution for the rights conferred on the Chargee by applicable law except insofar as they are excluded by this Agreement and, where there is any ambiguity or conflict between the rights contained in any such applicable law and those conferred by this Agreement, then the terms of this Agreement shall prevail to the extent permitted by such law.

5.4 The Chargee shall be entitled, subject to the Agreed Security Principles, the terms of the Principal Finance Documents and this Agreement and the reasonable instructions of the Applicable Representative, at any time to take any such action permitted under the relevant laws as it in its discretion thinks fit for the purpose of protecting the Charge. For the avoidance of doubt, enforcement action shall be governed by Clause 6 of this Agreement.

5.5 Subject to Section 4.05 of the First Lien Intercreditor Agreement, the Chargee may, at any time and from time to time, delegate by power of attorney to any person all or any of the rights conferred on it by this Agreement which are for the time being exercisable by the Chargee hereunder in relation to the Quota or any part thereof and the Chargee shall inform the Chargor of such a delegation or appointment of a delegate.

5.6 The Chargee does not need, before it exercises any of the rights conferred upon it by this Agreement or by law, to (i) initiate proceedings or obtain a judgement against the Chargor or any other person in any court; (ii) make or file a claim in a bankruptcy or liquidation with respect to the Chargor or any other person; or (iii) enforce any of its rights in respect of any part of the Obligations, except as expressly required by Hungarian law from time to time.

6. ENFORCEMENT

6.1 The Chargor hereby acknowledges that if an Enforcement Event has occurred the Chargee becomes immediately entitled to enforce the Charge, by way of:

(a) court enforcement proceedings (as set out in Section 255 (1) of the Civil Code);or

(b) simplified court enforcement proceedings (as set out in Section 257 (4) of the Civil Code); or

(c) selling the Quota by the Chargee (pursuant to the provisions of Section 257 (2) of the Civil Code); or

(d) if the Chargee so elects, instructing a Hungarian institution engaged in granting charge-backed loans or arranging auctions as its main business (as set out in Section 257 (3) of the Civil Code) to sell the Quota, which sale shall be affected by a public auction to the highest bidder; or

(e) joint sale of the Quota by the Chargee and the Chargor.

6.2 If the Chargee elects to conduct the enforcement pursuant to Clause 6.1 (a) in accordance with Articles 10(b), 20 and 21 of Court Enforcement Act, then it shall become immediately entitled to enforce the Charge upon the occurrence of an Enforcement Event I.

6.3 If the Chargee elects to conduct the enforcement in accordance with any other method available under Clause 6.1, then it shall become immediately entitled to enforce the Charge if an Enforcement Event has occurred.

6.4 The Parties hereby agree that without prejudice to the provisions of Clause 6.1, if an Enforcement Event has occurred, at the request of the Chargee, the Parties will enter into negotiations in good faith regarding the possible acquisition of the Quota by the Chargee.

6.5 If the enforcement is conducted in accordance with Clause 6.1 (c), (d) or (e), then the sale of the Quota shall be subject to the following conditions: (i) the bidder must offer a minimum purchase price of the Quota being at least at 65% of the fair market value (the "Value") as determined by an independent expert of international repute (the "Expert"), which Expert is to be selected in accordance with Clause 6.11 below; and (ii) the sale must be completed within twelve (12) months of the Chargor receiving a written notice from the Chargee of its intention to proceed with the sale of the Quota in accordance with Clause 6.1 (c) to (e). If no offers are made at such rate during the period of twelve (12) months, then the Charged Assets shall be sold at least at the highest bid offered but at least at 50% of the Value (as determined by the Expert) within twelve (12) months. For the avoidance of doubt the Chargee shall be considered to have acted reasonably when it accepts the highest bid offered during the sale for the Quota in accordance with the terms above.

6.6 If the Charge is enforced by simplified court enforcement proceedings, in accordance with Sections 204/B to 204/H of Court Enforcement Act, and with Clause 6.1 (b) above, then the minimum purchase price of the Quota shall be at least 65% of the Value.

6.7 The Chargor shall, upon the request of the Chargee, if an Enforcement Event has occurred, as soon as practicable, but in any event within ten (10) Business Days, deliver any document relating to the Company which is required by the Chargee for the purposes of exercising its rights under this Agreement. The Chargor may request to receive a copy of the valuation report obtained from the Expert by the Chargee in respect of the Quota and the Chargee shall provide the same to the Chargor where the Chargee requests it (acting on the reasonable instructions of the Applicable Representative). The appointed Hungarian institution under Clause 6.1 (d) above is entitled to request all necessary documents for the sale from the Chargor and the Chargor must, as soon as practicable, but in any event within ten (10) Business Days, deliver such documents to that institution accordingly.

6.8 The Chargee shall within fifteen (15) days before the sale notify the Chargor in writing of (i) the method, (ii) the place and (iii) the date of such sale. The Chargee hereby confirms that it will comply with the provisions of Government Decree 12/2003 (I. 30.), including but not limited to notifying the Chargor of its intention to sell the Quota, at least thirty (30) days before the intended sale.

6.9 After deducting the documented costs incurred by it in connection with the sale of the Quota the Chargee shall utilise the proceeds of any sale under this Clause 6 and shall return the surplus amounts, if any, in accordance with the provisions of the First Lien Intercreditor Agreement.

6.10 No purchaser or other person shall be bound or concerned to see or enquire whether the right of the Chargee to exercise any of the powers hereby conferred has arisen, nor be concerned with notice to the contrary or with the propriety of the exercise or purported exercise of such powers.

6.11 The procedure of the appointment of the Expert is the following: the Chargee may propose three (3) internationally recognised, independent experts and the Chargor may, in its own discretion, elect one of these experts at the cost of the Chargor. If the Chargor fails to appoint the Expert within five (5) Business Days from the proposal of the Chargee, the Chargee may appoint the Expert in its sole discretion.

7. GENERAL PROVISIONS

7.1 Separate Agreements

This Agreement shall be construed so as to constitute a separate security agreement between the Chargor on the one hand and the Chargee on the other hand and if such separate agreement between the Chargor and the Chargee becomes invalid or unenforceable, is terminated, rescinded, released, void, voidable, amended, restated, renewed, novated, supplemented or otherwise affected, the obligations of the Chargor is satisfied or any of the rights of Chargee created thereby is ineffective, the foregoing shall, to the fullest extent permitted by law, not affect the validity or enforceability of any of the other agreements between the Chargor on the one hand and the Chargee on the other hand.

7.2 Immediate Recourse

To the fullest extent allowed by applicable law, the Chargor waives any right it may have of first requiring the Chargee to proceed against or claim payment from any other person or entity or enforce any guarantee, suretyship or security granted by any other person or entity before enforcing this Agreement and/or its rights hereunder or pursuant hereto.

7.3 Certificates

(a) A certificate (including but not limited to the Declaration) signed by any duly authorised officer of the Chargee setting forth any amount due to the Secured Parties from either of the Chargor and/or the Loan Parties in respect of any part of the Obligations as well as the occurrence of an Event of Default which is continuing shall be prima facie evidence of such amount against the Loan Parties and the Chargor except in case of manifest error or fraud on the part of the Chargee.

(b) The Chargor hereby acknowledges that after the occurrence of an Event of Default which is continuing the Chargee shall be entitled to incorporate such certificate, setting out the outstanding amount of all or any part of the Obligations in a notarial certificate (in Hungarian: “ténytanúsítvány”/”ténytanúsító okirat”), the costs of which are to be borne in accordance with the Principal Finance Documents. The Chargor accepts any notarial certificate issued according to this Clause as prima facie evidence except in case of manifest error or fraud on the part of the Chargee.

7.4 Discharge

Where any discharge (whether in respect of this Agreement, or other Security Document for the Obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is subsequently avoided or must be restored on bankruptcy ("csődeljárás"), insolvency ("felszámolási eljárás") or otherwise without limitation, the liability of the Chargor under this Agreement and the rights of the Chargee created hereby and pursuant hereto shall continue as if there had been no discharge or arrangement. The Chargee shall be under no obligation to challenge, contest or otherwise take any steps to remedy any avoidance of any payment, security or other disposition or the restoration thereof by any liquidator, receiver or similar officer on bankruptcy, insolvency or otherwise.

8. REMEDIES AND WAIVERS

No failure on the part of the Chargee to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by applicable law, the Credit Agreement or any other Loan Documents.

9. SEVERABILITY

If any of the terms hereof is or becomes invalid or unenforceable (or the security purported to be created hereunder or pursuant hereto are ineffective) for any reason under the laws of any jurisdiction or in relation to the Chargor, such invalidity or unenforceability shall, to the fullest extent possible under applicable law, not affect its validity or enforceability in any other jurisdiction or invalidate or make unenforceable any other term hereof. The Parties hereto agree that they will negotiate in good faith to replace any provision hereof held invalid, illegal or unenforceable with a valid, legal and enforceable provision which is as similar as possible in substance to the invalid, illegal or unenforceable provision.

10. ATTORNEY

To the fullest extent permitted by applicable law, the Chargor hereby appoints the Chargee, such appointment being made for the benefit of the Chargee and the other Secured Parties represented by the Chargee and shall be effective if an Enforcement Event has occurred to be its true and lawful attorney (with full power of substitution and delegation) for and on behalf of the Chargor and in its name or in the name of the Chargee and as the Chargor’s attorney in act and deed to sign, execute, seal, deliver, acknowledge, file, register and perfect any and all such assurances, documents, instruments, agreements (including any agreements to which the Chargee itself is a party) certificates and consents and to do any and all such acts and things as the Chargor itself could do in relation to the Charged Assets or in relation to any matters dealt with in this Agreement and which the Chargee may, (upon the reasonable instruction of the Applicable Representative), deem to be necessary in order to give full effect to the purposes of this Agreement. The Chargor will ratify and confirm whatever the Chargee shall do or cause to be done in pursuance of the powers conferred to it hereunder. For the avoidance of any doubt, this Clause constitutes the express consent of the Chargor to the appointment of the Collateral Agent as its representative for the purposes of Article 221 (3) of the Civil Code except that the Collateral Agent shall not be entitled to conclude or amend any agreement between the Chargor and any of the Secured Parties or to waive any rights of the Chargor against any of the Secured Parties.

In order to facilitate the Chargee to give effect to the provisions under Clause 10, the Chargor has granted a power of attorney on the date of this Agreement substantially in the form set out in Schedule 2 (Power of Attorney) of this Agreement. If an Enforcement Event has occurred the Chargee may under its sole discretion utilise such power of attorney to effectuate all or any necessary changes in accordance with this Agreement.

11. TERMINATION

11.1 The security constituted by this Agreement shall be released, re-assigned, re-transferred and cancelled (as applicable):

(a) by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Chargor, upon the Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Chargor or any other person under any of the Loan Documents; or

(b) in accordance with, and to the extent required by, the Intercreditor Arrangements.

11.2 Upon termination of this Agreement and subject to Clause 11.1, the Chargee shall promptly (but in any event within fifteen (15) days), at the cost of the Chargor, issue all certificates or other documents and sign all other documents and do all such acts as are required by law or requested reasonably by the Chargor in order that this Agreement will be terminated and the Charge can be deleted from the Company Register.

11.3 If the Chargor disposes of any of the Quota and that disposal is permitted by the Principal Finance Documents, that Quota shall, unless an Enforcement Event has occurred, be: (a) automatically released, re-assigned, re-transferred and cancelled (as applicable) from the Charge constituted by this Agreement with effect from the day of such disposal or (b) released, re-assigned, re-transferred and cancelled (as applicable) in accordance with and to the extent required by, the Intercreditor Arrangements.

11.4 Upon the Chargor disposing of any of the Quota (which disposal is permitted by the Principal Finance Documents), the Chargee shall promptly (but in any event within fifteen (15) days) at the cost of the Chargor, issue all certificates or other documents and sign all other documents and do all such acts as are required by law or requested reasonably by the Chargor in order to release the relevant Quota from the Charge constituted by this Agreement.

12. POWER TO ASSIGN

To the fullest extent permitted under the laws of Hungary and subject to the terms of the Loan Documents, only the Chargee (but not, for the avoidance of doubt, the Chargor, unless otherwise permitted by the Principal Finance Documents) shall be entitled to assign and/or transfer all or part of its rights and obligations under this Agreement to a replacement Collateral Agent appointed in accordance with the Principal Finance Documents and the Chargor hereby in advance gives its irrevocable consent to, within the meaning of Sections 328-331 of the Civil Code, and hereby in advance irrevocably co-operates with any such assignment and/or transfer (as the case may be) hereunder.

13. NOTICES

Each notice or other communication to be given or made by a Party under this Agreement shall be given or made in accordance with the First Lien Intercreditor Agreement.

14. GOVERNING LAW

This Agreement and all non-contractual obligations arising from or connected with it are governed by, and construed in accordance with, Hungarian law.

15. JURISDICTION

The Parties agree that any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity) ("Dispute") shall be referred to a Hungarian court in accordance with the provisions of Act III of 1952 on the code of civil procedure.

16. LANGUAGE

This Agreement shall be executed in English language only. This Agreement may be translated into Hungarian but in the event of any ambiguity or conflict between the two versions, the English version shall prevail to the extent permitted by law.

17. AMENDMENTS

17.1 This Agreement may be amended only by a written instrument executed by the Parties in the form of a notarial deed.

17.2 With consideration to the forthcoming potential enactment of a new Hungarian civil code, the Chargor hereby undertakes that, subject to the Agreed Security Principles, upon the request of the Collateral Agent:

17.2.1 it shall agree to an amendment and restatement of this Agreement following the entry into force of such a new civil code, in order to reflect the provisions thereof, to the extent such amendment is necessary to preserve the Charge or to clarify the security position of the Collateral Agent; and

17.2.2 it shall enter into good faith negotiations on the amendment and restatement terms of this Agreement, in order to reflect the provisions of the new civil code, other than those which are referred to in Clause 17.2.1 above.

18. APPLICATION FOR REGISTRATION

18.1 The Chargee and the Chargor hereby jointly request the Court of Registration to register the Charge created pursuant to this Agreement at the Court of Registration in favour of the Chargee, in the maximum amount of the Obligations.

18.2 The Parties hereby authorise Oppenheim Ügyvédi Iroda (1053 Budapest, Károlyi Mihály u. 12., Hungary) to act before the Court of Registration in connection with the registration (including but not limited to sign any documents in relation thereto) of the Charge with the Company Register.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective duly authorised officers as of the above date.

[Text of the public Notary to be inserted]

SCHEDULE 1

Form of the Extract of this Quota Charge Agreement

ÜZLETRÉSZ ZÁLOGSZERZŐDÉS KIVONATA

EXTRACT OF QUOTA CHARGE AGREEMENT

a cégnyilvántartásról, a bírósági cégeljárásról és a végelszámolásról szóló 2006. évi V. törvény 2. számú melléklete II. 1. ea) pontjának figyelembe vételével
with regard to the Clause II.1.ea) of Schedule No. 2 of the Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings

(a továbbiakban: "Kivonat") amely az alábbi felek között készült Budapesten, 2010. ____. napján létrejött zálogszerződés (a továbbiakban: "Zálogszerződés") alapján:

(hereinafter referred to as the "Extract"), which has been prepared on the basis of the quota charge agreement entered into by and between the parties named below in Budapest on ________ 2010 (hereinafter referred to as the "Quota Charge Agreement"):

(1) A Wilmington Trust (London) Limited,amelynek székhelye ([•]) cím alatt található, képviseli [•], meghatalmazás alapján,

(1) Wilmington Trust (London) Limited, having its registered office at: [•], represented by [•], under a power of attorney.

mint zálogjogosult (a továbbiakban: "Zálogjogosult")

as chargee (hereinafter referred to as the "Chargee"),

valamint

and

(2) CLOSURE SYSTEMS INTERNATIONAL B.V., egy, Hollandia jogszabályai alapján bejegyzett korlátolt felelősségű társaság, amelynek székhelye a Zálogszerződés aláírásakor, Teleportboulevard 140, 1043 EJ Amszterdam, Hollandia cím alatt található, és amelyet az amszterdami Kereskedelmi Kamaránál a 34291082-es számon tartanak nyilván, képviseli dr. Horvai-Hillenbrand Péter, meghatalmazás alapján,

(2) CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability incorporated under the laws of The Netherlands,having its registered seat as at the date of the Quota Charge Agreement at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, registered with the Chamber of Commerce in Amsterdam with registration number 34291082, represented by dr. Péter Horvai-Hillenbrand, under a power of attorney,

mint zálogkötelezett (a továbbiakban: "Zálogkötelezett")

as chargor (hereinafter referred to as the "Chargor").

Fent nevezett felek a jelen Kivonatban az alábbiakat kívánják rögzíteni:

The parties named above wish to declare the following in the present Extract:

1. A Zálogkötelezett és a Zálogjogosult a Zálogszerződéssel üzletrész zálogjogot alapítottak a Zálogjogosult javára Zálogkötelezettnek a CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaságban (székhelye: 8000 Székesfehérvár, Berényi út 72-100., Magyarország; cégjegyzékszáma a Fejér Megyei Bíróság mint Cégbíróságnál: Cg. 07-09-013757, adószáma: 14122952-2-07, a továbbiakban: "Társaság") fennálló 11.335.780.000,- Ft, azaz tizenegymilliárd-háromszázharmincötmillió-hétszáznyolcvanezer forint névértékű, a Társaság jegyzett tőkéjének 100%-át megtestesítő üzletrészén (a továbbiakban: "Üzletrész").

The Chargor and the Chargee created a quota charge in favour of the Chargee over the quota of the Chargor held in CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság(having its registered seat as at the date of the Quota Charge Agreement: 8000 Székesfehérvár, Berényi út 72-100., Hungary, company registration number: Cg. 07-09-013757 with the Fejér County Court as the Court of Registration, tax number: 14122952-2-07, hereinafter referred to as the "Company") with a nominal value of HUF 11,335,780,000.00 (i.e. eleven billion three hundred thirty five million seven hundred and eighty thousand Forint) representing 100% of the Company's registered capital (hereinafter referred to as the "Quota") by virtue of the Quota Charge Agreement.

2. A Zálogkötelezett a jelen Kivonat aláírásával visszavonhatatlan hozzájárulását adja ahhoz, hogy a Zálogjogosult javára az Üzletrészen alapított zálogjog ténye a cégjegyzékben feltüntetésre/bejegyzésre kerüljön (bejegyzési engedély).

Upon signing this Extract the Chargor hereby irrevocably consents that the charge created over the Quota in favour of the Chargee be registered in the company register (consent to registration).

3. Jelen Kivonat a Zálogszerződés rendelkezései alapján – kizárólag a zálogjog tényének cégjegyzékben történő feltüntetése céljából – készült, és nem helyettesíti a felek között a Zálogszerződésben foglaltak szerint létrejött részletes megállapodást. A Zálogszerződés és jelen Kivonat közötti esetleges ellentmondás vagy eltérés esetén a Zálogszerződés rendelkezései az irányadóak.

This Extract has been prepared on the basis of the terms and conditions set out in the Quota Charge Agreement exclusively for the purpose of registering the charge in the company register, and therefore, it may not substitute the detailed agreement between the parties contemplated in the Quota Charge Agreement. In case of any discrepancy between the Quota Charge Agreement and this Extract, the provisions of the Quota Charge Agreement shall prevail.

4. Jelen Kivonat magyar nyelven készült.

This Extract has been prepared in the Hungarian language.

5. A Zálogkötelezett és a Zálogjogosult meghatalmazzák az Oppenheim Ügyvédi Irodát (cím: 1053 Budapest, Károlyi Mihály u. 12.) hogy a Fejér Megyei Bíróságnál, mint Cégbíróságnál a jelen Zálogszerződéssel létrehozott, az Üzletrészen alapított zálogjog bejegyzésével kapcsolatban eljárjon (beleértve, de nem kizárólag bármely, ehhez kapcsolódó dokumentum aláírását).

The Chargor and the Chargee hereby authorise Oppenheim Law Firm (address: 1053 Budapest, Károlyi Mihály u. 12.) to act before the Fejér County Court as the Court of Registration in connection with the registration (including but not limited to sign any documents relating thereto) of the charge over the Quota.

Budapest, 2010 [•].

…….……………………….	…………………………..…
WILMINGTON TRUST (LONDON) LIMITED Zálogjogosult / Chargee	CLOSURE SYSTEMS INTERNATIONAL B.V. Zálogkötelezett / Chargor

SCHEDULE 2

Power of Attorney

POWER OF ATTORNEY	MEGHATALMAZÁS
Power of Attorney of Closure Systems International B.V. a private company with limited liability, duly incorporated under the laws of The Netherlands, having its seat as at the date of the Quota Charge Agreement (as defined below), at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, registered with the Chamber of Commerce in Amsterdam, The Netherlands, under registration number 34291082 (hereinafter the "Chargor") hereby	A Closure Systems International B.V., egy, Hollandia jogszabályai alapján bejegyzett korlátolt felelősségű társaság, amelynek székhelye (az alábbiakban meghatározott) Zálogszerződés aláírásakor, Teleportboulevard 140, 1043 EJ Amszterdam, Hollandia, nyilvántartási száma az amszterdami Kereskedelmi Kamaránál 34291082 (a továbbiakban a "Zálogkötelezett") által adott meghatalmazás:
With reference to: the quota charge agreement concluded on ________ 2010 between the Chargor and Wilmington Trust (London) Limited(registered office at: [●] as chargee (hereinafter the "Chargee"), acknowledged by CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság (registered office: 8000 Székesfehérvár, Berényi út 72-100., Hungary, registration no.: Cg. 07-09-013757) on creation of the charge in order to secure the Obligations specified in the agreement (the "Quota Charge Agreement")	Hivatkozással a Zálogkötelezett mint zálogkötelezett és Wilmington Trust (London) Limited (székhely: [●]), mint zálogjogosult (a továbbiakban a "Zálogjogosult") között 2010. _________-én megkötött, és a CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság (székhely: 8000 Székesfehérvár, Berényi út 72-100., cégjegyzékszám: Cg. 07-09-013757) által jóváhagyott, üzletrészen alapított zálogszerződésre, amelyben az abban megjelölt Kötelezettségek biztosítására zálogjogot alapítottak (az "Üzletrészen Alapított Zálogszerződés")
to the fullest extent permitted by applicable law, the Chargor hereby	a Zálogkötelezett az alkalmazandó jogszabályok által megengedett legteljesebb mértékben ezennel
appoints	meghatalmazza
the Chargee, such appointment being made for the benefit of the Chargee and the other Secured Parties represented by the Chargee, if an Enforcement Event (as defined in the Quota Charge Agreement) has occurred, to:	a Zálogjogosultat, amely Zálogjogosult és az általa képviselt többi Kedvezményezett javára, a Kikényszerítési Esemény bekövetkezését követően (az Üzletrészen Alapított Zálogszerződésben definiálva angolul: "Enforcement Event"), hogy:
exercise (or refrain from exercising) any voting rights in respect of the Quota	gyakorolja az Üzletrészhez fűződő szavazati jogokat (vagy azok gyakorlásától tartózkodjon)
at the discretion of the Chargee (in the name of the Chargor or otherwise and without any further consent or authority from the Chargor).	a Zálogjogosult saját belátása szerint (a Zálogkötelezett nevében, vagy egyébként a Zálogjogosult további hozzájárulása vagy felhatalmazása nélkül).
The Chargor will ratify and confirm whatever the Chargee together its successors and permitted assigns shall (upon the reasonable instructions of the Applicable Representative) do or cause to be done in pursuance of the powers conferred to it hereunder.	A Zálogkötelezett hozzájárul és jóváhagy minden, a Zálogjogosult és a Zálogjogosult meghatalmazott képviselője által a jelen Meghatalmazás szerint a Zálogjogosultra ruházott jogok alapján ésszerűen végrehajtott cselekményt.
This Power of Attorney shall be valid until it is withdrawn by written notification thereof to the Chargee.	A jelen meghatalmazás annak a Zálogjogosultnak küldött írásbeli értesítéssel történő visszavonásáig érvényes.
This Power of Attorney has been drafted in the Hungarian and English language. In case of any discrepancy the Hungarian version will prevail.	Jelen meghatalmazás magyar és angol nyelven került kiállításra. Eltérés esetén a magyar nyelvű változat irányadó.

Date/dátum: _______________________

For and on behalf ofClosure Systems International B.V.

_____________________________            

Name:                        

Title:                        

A Closure Systems International B.V. által adott meghatalmazást elfogadom. I hereby accept the Power of Attorney granted by Closure Systems International B.V.

Date/dátum: _____________________________

For and on behalf ofWilmington Trust (London) Limited

_____________________________

Name:

Title:

SCHEDULE 3

Part I

CREDIT AGREEMENT

(TO BE INSERTED)

Part II

SENIOR SECURED NOTE INDENTURE

(TO BE INSERTED)

Part III

FIRST LIEN INTERCREDITOR AGREEMENT

(TO BE INSERTED)

SIGNATURES

CLOSURE SYSTEMS INTERNATIONAL B.V. – as Chargor

By:

Wilmington Trust (London) Limited – as Chargee

By:

CSI HUNGARY GYÁRTÓ ÉS KERESKEDELMI KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG – as Company

By:

BUDAPEST-1/101307/03 Office/OFFICE

EX-2.86

AMENDMENT AGREEMENT NO. 6 dated NOVEMBER 7 2012 for CLOSURE SYSTEMS INTERNATIONAL B.V. as Chargor and WILMINGTON TRUST (LONDON) LIMITED as Chargee
	RELATING TO A QUOTA CHARGE AGREEMENT DATED 29 JANUARY 2010 AS AMENDED ON 4 MAY 2010, 16 NOVEMBER 2010, 1 FEBRUARY 2011, 9 FEBRUARY 2011 AND 8 SEPTEMBER 2011

in respect of its Quota in CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

THIS AMENDMENT AGREEMENT (the "Agreement") is made on [*] 2011 – [Text of Public Notary to be inserted]

BETWEEN:

(1) Closure Systems International B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its seat as at the date of this Agreement at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, registered with the Chamber of Commerce in Amsterdam, The Netherlands, under registration number 34291082, as owner of the Quota (as defined below) and chargor under this Agreement (hereinafter referred to as the "Chargor");

and

(2) Wilmington Trust (London) Limited, having its Registered office at Third Floor, 1 King’s Arms Yard, London, EC2R 7AF, the United Kingdom, acting as chargee under this Agreement, in its capacity as collateral agent acting on behalf and for the benefit of the Secured Parties (as defined below), as appointed under the First Lien Intercreditor Agreement and authorised to represent their joint and several rights in connection with this Agreement (hereinafter, with its successors, permitted transferees and permitted assignees in such capacity, referred to as the "Collateral Agent" or the "Chargee");

(1) and (2) are together hereinafter referred to as the "Parties" and "Party" means any of them, as the context may require.

This Agreement is hereby acknowledged and accepted by:

(3) CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság a limited liability company (korlátolt felelősségű társaság) incorporated under the laws of Hungary, having its registered seat as at the date of this Agreement at Berényi út 72-100., 8000 Székesfehérvár, Hungary, registered with the Fejér County Court acting as court of registration under registration number Cg.07-09-013757 (hereinafter referred to as the "Company").

RECITALS:

(A) The Parties hereby declare that the Quota Charge Agreement (as defined below) was originally concluded on 29 January 2010 between the Chargee and the Chargor, pursuant to both (i) the Credit Agreement and (ii) the 2009 Indenture (each as defined in the Quota Charge Agreement), and the Quota Charge Agreement was amended pursuant to, among others, (x) the 2010 Indenture, (y) the February 2011 Indenture and (z) the August 2011 Indenture (each as defined in the Quota Charge Agreement).

(B) In connection with the Credit Agreement, the 2009 Indenture, the 2010 Indenture, the February 2011 Indenture and the August 2011 Indenture, certain parties have entered into a first lien intercreditor agreement dated 5 November 2009 between, among others, The Bank of New York Mellon as trustee under the 2009 Indenture, Credit Suisse AG as representative under the Credit Agreement and each grantor party thereto, as subsequently amended by Amendment No. 1 and Joinder Agreement dated 21 January 2010, which added the Collateral Agent as a collateral agent under the First Lien Intercreditor Agreement (the "First Lien Intercreditor Agreement").

(C) Pursuant to an amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012, and entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Pactiv LLC (formerly Pactiv Corporation), Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, the Credit Agreement has been amended and restated in the form of Schedule A attached thereto.

(D) Pursuant to an indenture (the "September2012 Secured Notes Indenture") dated 28 September 2012 and entered into among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. as issuers (and, together, the "September 2012 Issuers"), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited as additional collateral agent, certain secured notes were issued by the September 2012 Issuers on 28 September 2012.

(E) The obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as "Additional Obligations" under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement.

(F) As a consequence of the above, the Parties agreed to amend the Quota Charge Agreement and enter into this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

"Quota Charge Agreement" means the quota charge agreement concluded in the form of a notarial deed dated 29 January 2010, as amended on 4 May 2010, 16 November 2010, 1 February 2011, 9 February 2011 and 8 September 2011 between the Chargor and the Chargee.

1.2 Incorporation of defined terms

(a) Unless a contrary indication appears, a term defined in the First Lien Intercreditor Agreement and in the Quota Charge Agreement has the same meaning in this Agreement and in any notice given under this Agreement.

(b) The principles of construction set out in the Quota Charge Agreement shall have effect as if set out in this Agreement.

1.3 Clauses

In this Agreement any reference to a "Clause" or a "Schedule" is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

2. AMENDMENTS TO THE QUOTA CHARGE AGREEMENT

With effect from the date of this Agreement:

(a) The definition of "Credit Agreement" in clause 1.1 (Definitions) of the Quota Charge Agreement shall be replaced with the following wording:

""Credit Agreement" means the Credit Agreement dated as of 5 November 2009, among Closure Systems International B.V., Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc. and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (including, without limitation by amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012 entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, attached as Part I of Schedule 3 (Credit Agreement) to this Agreement."

(b) The definition of "Loan Documents" in clause 1.1 (Definitions) of the Quota Charge Agreement shall be replaced with the following wording:

""Loan Documents" means the "Credit Documents" under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document (including also the documents attached to Schedule 3 to this Agreement)."

(c) The definitions of "May 2010 Incremental Assumption and Amendment Agreement", "September 2010 Incremental Assumption and Amendment Agreement", "February 2011 Incremental Assumption and Amendment Agreement" and "August 2011 Incremental Assumption and Amendment Agreement" shall be deleted in clause 1.1 (Definitions) of the Quota Charge Agreement.

(d) The following new definitions shall be inserted in clause 1.1 (Definitions) of the Quota Charge Agreement in alphabetical order:

""September2012 Issuers"means the "Issuers" under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest."

""September2012 Secured Notes Indenture" means the indenture dated 28 September 2012, among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, attached as Part X of Schedule 3 (September 2012 Secured Notes Indenture) to this Agreement."

(e) Clause 2.1 (i) of the Quota Charge Agreement shall be replaced in its entirety with the following wording:

"(i) USD 9,605,000,000 (that is nine billion six hundred and five million U.S. $) and EUR 830,000,000 (that is eight hundred and thirty million euro) (the "Secured Principal"); plus

(f) Part I of Schedule 3 (Credit Agreement) of the Quota Charge Agreement shall be replaced with Schedule A (Part I of Schedule 3 (Credit Agreement)) of this Agreement.

(g) The content of Part IV of Schedule 3 (Incremental Assumption and Amendment Agreement) of the Quota Charge Agreement shall be deleted. Under the title “Part IV” a statement should be inserted that the content of such Part IV have been “intentionally left blank”.

(h) The content of Part VII of Schedule 3 (February 2011 Incremental Assumption and Amendment Agreement) of the Quota Charge Agreement shall be deleted. Under the title “Part VII” a statement should be inserted that the content of such Part VII have been “intentionally left blank”.

(i) The content of Part IX of Schedule 3 (August2011 Incremental Assumption and Amendment Agreement) of the Quota Charge Agreement shall be deleted. Under the title “Part IX” a statement should be inserted that the content of such Part IX have been “intentionally left blank”.

(j) Schedule 3 of the Quota Charge Agreement shall be supplemented with Schedule B (Part X of Schedule 3 (September 2012 Secured Notes Indenture)) of this Agreement.

3. REGISTRATION OF CHANGES

3.1 The Chargor shall file with the Court of Registration an extract of this Agreement, attached as Schedule C (Form of the Extract of this Quota Charge Agreement) (the "Extract") within 10 (ten) Business Days of the date of this Agreement, in order to inform the Court of Registration of the amendment of the Quota Charge Agreement.

3.2 The Parties hereby authorise Oppenheim Ügyvédi Iroda (1053 Budapest, Károlyi Mihály u. 12., Hungary) to act before the Court of Registration in connection with the filing (including but not limited to sign any documents in relation thereto) of the Extract with the Court of Registration.

4. CONTINUITY AND FURTHER ASSURANCE

4.1 Continuing obligations

The provisions of the Quota Charge Agreement shall, save as amended by this Agreement, continue in full force and effect. The Parties agree that any filing to be made with any authority under this Agreement will serve for the sole purpose of administering the amendment to the Quota Charge Agreement, and shall not serve for the purpose of any re-registration of the Charge over the Quota. In addition, this Agreement and any filing to be made under this Agreement shall not in any way affect the ranking and the establishment date of the Charge.

4.2 Further assurance

The Chargor shall, at the reasonable request of the Chargee and at its own expense, do all such acts and things necessary to give effect to the amendments effected or to be effected pursuant to this Agreement.

5. INCORPORATION OF TERMS

The provisions of clause 8 (Remedies and waivers), clause 9 (Severability), clause 13 (Notices) and clause 15 (Jurisdiction) of the Quota Charge Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to "this Agreement" are references to this Agreement.

6. GOVERNING LAW

This Agreement is governed by Hungarian law.

7. RIGHTS OF THE COLLATERAL AGENT

Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a "Security Document" for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Quota Charge Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein.

[Certification of the Public Notary and the related powers of attorney inserted]

SCHEDULE A

"SCHEDULE 3

Part I

CREDIT AGREEMENT"

(To Be Inserted)

SCHEDULE B

"SCHEDULE 3

Part X

SEPTEMBER 2012 SECURED NOTES INDENTURE"

(To Be Inserted)

SCHEDULE C

ÜZLETRÉSZ ZÁLOGSZERZŐDÉST MÓDOSÍTÓ SZERZŐDÉS KIVONATA

EXTRACT OF THE AMENDMENT TO THE QUOTA CHARGE AGREEMENT

a cégnyilvántartásról, a bírósági cégeljárásról és a végelszámolásról szóló 2006. évi V. törvény 2. számú melléklete II. 1. ea) pontjának figyelembe vételével
with regard to the Clause II.1.ea) of Schedule No. 2 of the Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings

(a továbbiakban: "Kivonat") amely az alábbi felek között készült Budakeszin, 2012. _______ __. napján létrejött módosító szerződés (a továbbiakban: "Szerződés") alapján:

(hereinafter referred to as the "Extract"), which has been prepared on the basis of the amendment agreement entered into by and between the parties named below in Budakeszi on __ __________ 2012 (hereinafter referred to as the "Agreement"):

(1) A Wilmington Trust (London) Limited,amelynek székhelye 1 King's Arms Yard, London EC2R 7AF, Egyesült Királyság cím alatt található, képviseli __________________________, meghatalmazás alapján,

(1) Wilmington Trust (London) Limited, having its registered office at: 1 King's Arms Yard, London EC2R 7AF, United Kingdom, represented by ____________________________________, under a power of attorney,

mint zálogjogosult (a továbbiakban: "Zálogjogosult")

as chargee (hereinafter referred to as the "Chargee"),

valamint

and

(2) CLOSURE SYSTEMS INTERNATIONAL B.V., amelynek székhelye a Teleportboulevard 140, 1043 EJ Amszterdam, Hollandia cím alatt található, és amelyet az amszterdami Kereskedelmi Kamaránál a 34291082-es számon tartanak nyilván, képviseli dr. Horvai-Hillenbrand Péter, meghatalmazás alapján,

(2) CLOSURE SYSTEMS INTERNATIONAL B.V.having its registered seat at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, registered with the Chamber of Commerce in Amsterdam with registration number 34291082, represented by dr. Péter Horvai-Hillenbrand, under a power of attorney,

mint zálogkötelezett (a továbbiakban: "Zálogkötelezett")

as chargor (hereinafter referred to as the "Chargor").

Fent nevezett felek a jelen Kivonatban az alábbiakat kívánják rögzíteni:

The parties named above wish to declare the following in the present Extract:

1. A Zálogkötelezett és a Zálogjogosult a 2010. január 29-én kelt zálogszerződéssel (a "Zálogszerződés") üzletrész zálogjogot alapítottak a Zálogjogosult javára Zálogkötelezettnek a CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaságban (székhelye: 8000 Székesfehérvár, Berényi út 72-100., Magyarország; cégjegyzékszáma a Fejér Megyei Bíróság mint Cégbíróságnál: Cg. 07-09-013757, adószáma: 14122952-2-44, a továbbiakban: "Társaság") fennálló 16.908.940.000 ,- Ft, azaz tizenhatmilliárd-kilencszáznyolcmillió-kilencszáznegyvenezerforint névértékű, a Társaság jegyzett tőkéjének 100%-át megtestesítő üzletrészén. A Zálogszerződést a Zálogkötelezett és a Zálogjogosult 2010. május 4., 2010. november 16., 2011. február 1., 2011. február 9. és 2011. szeptember 8. napján módosította.

The Chargor and the Chargee created a quota charge in favour of the Chargee over the quota of the Chargor held in CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság(registered seat: 8000 Székesfehérvár, Berényi út 72-100., Hungary, company registration number: Cg. 07-09-013757 with the Fejér County Court as the Court of Registration, tax number: 14122952-2-44, hereinafter referred to as the "Company") with a nominal value of HUF 16,908,940,000(i.e. sixteen billion nine hundred eight million one nine hundred and forty thousand Forint) representing 100% of the Company's registered capital by virtue of the quota charge agreement dated 29 January 2010 (the "Quota Charge Agreement"). The Quota Charge Agreement was amended by the Chargor and the Chargee on 4 May 2010, 16 November 2010, 1 February 2011, 9 February 2011 and 8 September 2011.

2. A Zálogkötelezett és a Zálogjogosult a Szerződés rendelkezései alapján újból módosították a Zálogszerződés rendelkezéseit, többek között felemelték a Kötelezettségek összegét, melynek biztosítására az üzletrész zálogjog szolgál. A Zálogkötelezett és a Zálogjogosult ezúton megerősítik, hogy sem a Szerződés megkötése, sem a jelen Kivonat benyújtása semmilyen módon nem hat ki a Zálogjog ranghelyére és alapításának dátumára.

The Chargor and the Chargee have amended again the terms of the Quota Charge Agreement in accordance with the provisions of the Agreement; and, among others, increased the amount of the Obligations secured by the quota charge. The Chargor and the Chargee acknowledge that the conclusion of the Agreement and the submission of the present Extract do not in any way affect the ranking and the establishment date of the Charge.

3. Jelen Kivonat a Szerződés rendelkezései alapján – kizárólag a Zálogszerződés módosításának cégbírósági bejelentése céljából – készült, és nem helyettesíti a felek között a Szerződésben foglaltak szerint létrejött részletes megállapodást. A Szerződés és jelen Kivonat közötti esetleges ellentmondás vagy eltérés esetén a Szerződés rendelkezései az irányadóak.

This Extract has been prepared on the basis of the terms and conditions set out in the Agreement exclusively for the purpose of giving notice to the court of registration on the amendment to the Quota Charge Agreement, and therefore, it may not substitute the detailed agreement between the parties contemplated in the Agreement. In case of any discrepancy between the Agreement and this Extract, the provisions of the Agreement shall prevail.

4. Jelen Kivonat magyar és angol nyelven készült, a magyar és az angol nyelvű változat közötti eltérés esetén a magyar nyelvű verzió az irányadó.

This Extract has been prepared in the Hungarian and English language. In the event of any discrepancy between the Hungarian language and the English language versions, the Hungarian language version shall prevail.

5. A Zálogkötelezett és a Zálogjogosult meghatalmazzák az Oppenheim Ügyvédi Irodát (cím: 1053 Budapest, Károlyi Mihály u. 12.) hogy a Fejér Megyei Bíróságnál, mint Cégbíróságnál a Kivonat benyújtásával kapcsolatban eljárjon (beleértve, de nem kizárólag bármely, ehhez kapcsolódó dokumentum aláírását).

The Chargor and the Chargee hereby authorise Oppenheim Law Firm (address: 1053 Budapest, Károlyi Mihály u. 12.) to act before the Fejér County Court as the Court of Registration in connection with filing (including but not limited to sign any documents relating thereto) this Extract.

Budakeszi, 2012. ___________ __ / __ ___________ 2012

…….……………………….	…………………………..…
WILMINGTON TRUST (LONDON) LIMITED Zálogjogosult / Chargee	CLOSURE SYSTEMS INTERNATIONAL B.V. Zálogkötelezett / Chargor

SIGNATURES

Closure Systems International B.V. – as Chargor

By:

Wilmington Trust (London) Limited – as Chargee

By:

CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság – as Company

By:

EX-2.87

		[To be incorporated in notarial deed]
		Execution version
AMENDMENT AGREEMENT NO. 7 dated_________________ 2014 for CLOSURE SYSTEMS INTERNATIONAL B.V. as Chargor and WILMINGTON TRUST (LONDON) LIMITED as Chargee
	RELATING TO A QUOTA CHARGE AGREEMENT DATED 29 JANUARY 2010 AS AMENDED ON 4 MAY 2010, 16 NOVEMBER 2010, 1 FEBRUARY 2011, 9 FEBRUARY 2011, 8 SEPTEMBER 2011 AND 7 NOVEMBER 2012

in respect of its Quota in CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

THIS AMENDMENT AGREEMENT (the "Agreement") is made on ______________ 2014 – [Text of Public Notary to be inserted]

BETWEEN:

(1) Closure Systems International B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its seat as at the date of this Agreement at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, registered with the Chamber of Commerce in Amsterdam, The Netherlands, under registration number 34291082, as owner of the Quota (as defined below) and chargor under this Agreement (hereinafter referred to as the "Chargor");

and

(2) Wilmington Trust (London) Limited, having its Registered office at Third Floor, 1 King’s Arms Yard, London, EC2R 7AF, the United Kingdom, acting as chargee under this Agreement, in its capacity as collateral agent acting on behalf and for the benefit of the Secured Parties (as defined below), as appointed under the First Lien Intercreditor Agreement (as defined below) and authorised to represent their joint and several rights in connection with this Agreement (hereinafter, with its successors, permitted transferees and permitted assigns in such capacity, referred to as the "Collateral Agent" or the "Chargee");

(1) and (2) are together hereinafter referred to as the "Parties" and "Party" means any of them, as the context may require.

RECITALS:

(A) The Parties hereby declare that the Quota Charge Agreement (as defined below) was originally concluded on 29 January 2010 between the Chargee and the Chargor, pursuant to both (i) the Credit Agreement and (ii) the 2009 Indenture (each as defined in the Quota Charge Agreement), and the Quota Charge Agreement was amended pursuant to, among others, (w) the 2010 Indenture, (x) the February 2011 Indenture, (y) the August 2011 Indenture and (z) the September 2012 Secured Notes Indenture (each as defined in the Quota Charge Agreement).

(B) In connection with the Credit Agreement, the 2009 Indenture, the 2010 Indenture, the February 2011 Indenture, the August 2011 Indenture and the September 2012 Secured Notes Indenture, certain parties have entered into a first lien intercreditor agreement dated 5 November 2009 between, among others, The Bank of New York Mellon as trustee under the 2009 Indenture, Credit Suisse AG as representative under the Credit Agreement and each grantor party thereto, as subsequently amended by Amendment No. 1 and Joinder Agreement dated 21 January 2010, which added the Collateral Agent as a collateral agent under the First Lien Intercreditor Agreement (the "First Lien Intercreditor Agreement").

(C) Pursuant to an amendment no. 8 and incremental term loan assumption agreement dated 27 November 2013, and entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Pactiv LLC, Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, the Credit Agreement has been amended (the "Amendment no. 8 and Incremental Term Loan Assumption Agreement").

(D) Pursuant to a loan modification agreement dated 27 December 2013, and entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Pactiv LLC, Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, the Credit Agreement has been amended (the "December 2013 Loan Modification Agreement").

(E) Pursuant to the Credit Agreement, the Company was designated as an Excluded Subsidiary (as defined therein) and was released from its guarantee obligations thereunder. Further to the above, the Parties agreed that the notarial deed of any further amendment to the Quota Charge Agreement will not be countersigned by the Company.

(F) As a consequence of the above, the Parties agreed to amend the Quota Charge Agreement and enter into this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

"Quota Charge Agreement" means the quota charge agreement concluded in the form of a notarial deed dated 29 January 2010, as amended on 4 May 2010, 16 November 2010, 1 February 2011, 9 February 2011, 8 September 2011 and 7 November 2012 between the Chargor and the Chargee.

1.2 Incorporation of defined terms

(a) Unless a contrary indication appears, a term defined in the First Lien Intercreditor Agreement and in the Quota Charge Agreement has the same meaning in this Agreement and in any notice given under this Agreement.

(b) The principles of construction set out in the Quota Charge Agreement shall have effect as if set out in this Agreement.

1.3 Clauses

In this Agreement any reference to a "Clause" or a "Schedule" is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

2. AMENDMENTS TO THE QUOTA CHARGE AGREEMENT

With effect from the date of this Agreement:

(a) The definition of "Credit Agreement" in clause 1.1 (Definitions) of the Quota Charge Agreement shall be replaced with the following wording:

""Credit Agreement" means the Credit Agreement dated as of 5 November 2009, among Closure Systems International B.V., Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc. and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (including, without limitation by (i) Amendment no. 8 and Incremental Term Loan Assumption Agreement attached as Part X of Schedule 3 (Amendment no. 8 and Incremental Term Loan Assumption Agreement) to this Agreement and (ii) December 2013 Loan Modification Agreement attached as Part XI of Schedule 3 (December 2013 Loan Modification Agreement) to this Agreement "

(b) The following new definitions shall be inserted in clause 1.1 (Definitions) of the Quota Charge Agreement in alphabetical order:

""Amendment no. 8 and Incremental Term Loan Assumption Agreement" means amendment no. 8 and incremental term loan assumption agreement dated 27 November 2013, and entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Pactiv LLC, Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, attached as Part XI of Schedule 3 (Amendment no. 8 and Incremental Term Loan Assumption Agreement) to this Agreement"; and

""December 2013 Loan Modification Agreement" means a loan modification agreement dated 27 December 2013, and entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Pactiv LLC, Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, attached as Part XII of Schedule 3 (December 2013 Loan Modification Agreement) to this Agreement".

(c) Clause 2.1 (i) of the Quota Charge Agreement shall be replaced in its entirety with the following wording:

"(i) USD 9,582,650,000 (that is nine billion five hundred eighty two million and six hundred fifty thousand U.S. $) and EUR 351,235,000 (that is three hundred fifty-one million and two hundred thirty-five thousand euro) (the "Secured Principal"); plus"

(d) Schedule 3 of the Quota Charge Agreement shall be supplemented with Schedule A (Part XI of Schedule 3 (Amendment no. 8 and Incremental Term Loan Assumption Agreement)) and with Schedule B (Part XII of Schedule 3 (December 2013 Loan Modification Agreement)) of this Agreement.

3. REGISTRATION OF CHANGES

3.1 The Chargor shall file with the Court of Registration an extract of this Agreement, attached as Schedule C (Form of the Extract of this Quota Charge Agreement) (the "Extract") within 10 (ten) Business Days of the date of this Agreement, in order to inform the Court of Registration of the amendment of the Quota Charge Agreement.

3.2 The Parties hereby authorise Oppenheim Ügyvédi Iroda (1053 Budapest, Károlyi Mihály u. 12., Hungary) to act before the Court of Registration in connection with the filing (including but not limited to sign any documents in relation thereto) of the Extract with the Court of Registration.

4. DELIVERY TO THE COMPANY

Notwithstanding the provisions of Clause 13 (Notices) of the Quota Charge Agreement, the Chargor undertakes that it sends (directly or via its legal counsel) one copy of this Agreement by registered mail to the Company within 5 days from the execution of this Agreement and provide the Chargee with the copy of the respective return receipt signed by the Company without delay.

5. CONTINUITY AND FURTHER ASSURANCE

5.1 Continuing obligations

The provisions of the Quota Charge Agreement shall, save as amended by this Agreement, continue in full force and effect. The Parties agree that any filing to be made with any authority under this Agreement will serve for the sole purpose of administering the amendment to the Quota Charge Agreement, and shall not serve for the purpose of any re-registration of the Charge over the Quota. In addition, this Agreement and any filing to be made under this Agreement shall not in any way affect the ranking and the establishment date of the Charge.

5.2 Further assurance

The Chargor shall, at the reasonable request of the Chargee and at its own expense, do all such acts and things necessary to give effect to the amendments effected or to be effected pursuant to this Agreement.

6. INCORPORATION OF TERMS

The provisions of clause 8 (Remedies and waivers), clause 9 (Severability), clause 13 (Notices) and clause 15 (Jurisdiction) of the Quota Charge Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to "this Agreement" are references to this Agreement.

7. GOVERNING LAW

This Agreement is governed by Hungarian law.

8. RIGHTS OF THE COLLATERAL AGENT

Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a "Security Document" for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Quota Charge Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein.

[Certification of the Public Notary and the related powers of attorney inserted]

SCHEDULE A

"SCHEDULE 3

Part XI

AMENDMENT NO. 8 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT"

(To Be Inserted)

SCHEDULE B

"SCHEDULE 3

Part XII

DECEMBER 2013 LOAN MODIFICATION AGREEMENT"

(To Be Inserted)

SCHEDULE C

ÜZLETRÉSZ ZÁLOGSZERZŐDÉST MÓDOSÍTÓ SZERZŐDÉS KIVONATA

EXTRACT OF THE AMENDMENT TO THE QUOTA CHARGE AGREEMENT

a cégnyilvántartásról, a bírósági cégeljárásról és a végelszámolásról szóló 2006. évi V. törvény 2. számú melléklete II. 1. ea) pontjának figyelembe vételével
with regard to the Clause II.1.ea) of Schedule No. 2 of the Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings

(a továbbiakban: "Kivonat") amely az alábbi felek között készült Budakeszin, 2014. _______ __. napján létrejött módosító szerződés (a továbbiakban: "Szerződés") alapján:

(hereinafter referred to as the "Extract"), which has been prepared on the basis of the amendment agreement entered into by and between the parties named below in Budakeszi on __ __________ 2014 (hereinafter referred to as the "Agreement"):

(1) A Wilmington Trust (London) Limited,amelynek székhelye 1 King's Arms Yard, London EC2R 7AF, Egyesült Királyság cím alatt található, képviseli __________________________, meghatalmazás alapján,

(1) Wilmington Trust (London) Limited, having its registered office at: 1 King's Arms Yard, London EC2R 7AF, United Kingdom, represented by ____________________________________, under a power of attorney,

mint zálogjogosult (a továbbiakban: "Zálogjogosult")

as chargee (hereinafter referred to as the "Chargee"),

valamint

and

(2) CLOSURE SYSTEMS INTERNATIONAL B.V., amelynek székhelye a Teleportboulevard 140, 1043 EJ Amszterdam, Hollandia cím alatt található, és amelyet az amszterdami Kereskedelmi Kamaránál a 34291082-es számon tartanak nyilván, képviseli dr. Horvai-Hillenbrand Péter, meghatalmazás alapján,

(2) CLOSURE SYSTEMS INTERNATIONAL B.V.having its registered seat at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, registered with the Chamber of Commerce in Amsterdam with registration number 34291082, represented by dr. Péter Horvai-Hillenbrand, under a power of attorney,

mint zálogkötelezett (a továbbiakban: "Zálogkötelezett")

as chargor (hereinafter referred to as the "Chargor").

Fent nevezett felek a jelen Kivonatban az alábbiakat kívánják rögzíteni:

The parties named above wish to declare the following in the present Extract:

1. A Zálogkötelezett és a Zálogjogosult a 2010. január 29-én kelt zálogszerződéssel (a "Zálogszerződés") üzletrész zálogjogot alapítottak a Zálogjogosult javára Zálogkötelezettnek a CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaságban (székhelye: 8000 Székesfehérvár, Berényi út 72-100., Magyarország; cégjegyzékszáma a Fejér Megyei Bíróság mint Cégbíróságnál: Cg. 07-09-013757, adószáma: 14122952-2-44, a továbbiakban: "Társaság") fennálló 16.908.940.000 ,- Ft, azaz tizenhatmilliárd-kilencszáznyolcmillió-kilencszáznegyvenezerforint névértékű, a Társaság jegyzett tőkéjének 100%-át megtestesítő üzletrészén. A Zálogszerződést a Zálogkötelezett és a Zálogjogosult 2010. május 4., 2010. november 16., 2011. február 1., 2011. február 9. 2011. szeptember 8. és 2012. November 7. napján módosította.

The Chargor and the Chargee created a quota charge in favour of the Chargee over the quota of the Chargor held in CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság(registered seat: 8000 Székesfehérvár, Berényi út 72-100., Hungary, company registration number: Cg. 07-09-013757 with the Fejér County Court as the Court of Registration, tax number: 14122952-2-44, hereinafter referred to as the "Company") with a nominal value of HUF 16,908,940,000(i.e. sixteen billion nine hundred eight million one nine hundred and forty thousand Forint) representing 100% of the Company's registered capital by virtue of the quota charge agreement dated 29 January 2010 (the "Quota Charge Agreement"). The Quota Charge Agreement was amended by the Chargor and the Chargee on 4 May 2010, 16 November 2010, 1 February 2011, 9 February 2011 8 September 2011 and 7 November 2012.

2. A Zálogkötelezett és a Zálogjogosult a Szerződés rendelkezései alapján újból módosították a Zálogszerződés rendelkezéseit, többek között módosították a Kötelezettségek összegét, melynek biztosítására az üzletrész zálogjog szolgál. A Zálogkötelezett és a Zálogjogosult ezúton megerősítik, hogy sem a Szerződés megkötése, sem a jelen Kivonat benyújtása semmilyen módon nem hat ki a Zálogjog ranghelyére és alapításának dátumára.

The Chargor and the Chargee have amended again the terms of the Quota Charge Agreement in accordance with the provisions of the Agreement; and, among others, amended the amount of the Obligations secured by the quota charge. The Chargor and the Chargee acknowledge that the conclusion of the Agreement and the submission of the present Extract do not in any way affect the ranking and the establishment date of the Charge.

3. Jelen Kivonat a Szerződés rendelkezései alapján – kizárólag a Zálogszerződés módosításának cégbírósági bejelentése céljából – készült, és nem helyettesíti a felek között a Szerződésben foglaltak szerint létrejött részletes megállapodást. A Szerződés és jelen Kivonat közötti esetleges ellentmondás vagy eltérés esetén a Szerződés rendelkezései az irányadóak.

This Extract has been prepared on the basis of the terms and conditions set out in the Agreement exclusively for the purpose of giving notice to the court of registration on the amendment to the Quota Charge Agreement, and therefore, it may not substitute the detailed agreement between the parties contemplated in the Agreement. In case of any discrepancy between the Agreement and this Extract, the provisions of the Agreement shall prevail.

4. Jelen Kivonat magyar és angol nyelven készült, a magyar és az angol nyelvű változat közötti eltérés esetén a magyar nyelvű verzió az irányadó.

This Extract has been prepared in the Hungarian and English language. In the event of any discrepancy between the Hungarian language and the English language versions, the Hungarian language version shall prevail.

5. A Zálogkötelezett és a Zálogjogosult meghatalmazzák az Oppenheim Ügyvédi Irodát (cím: 1053 Budapest, Károlyi u. 12.) hogy a Fejér Megyei Bíróságnál, mint Cégbíróságnál a Kivonat benyújtásával kapcsolatban eljárjon (beleértve, de nem kizárólag bármely, ehhez kapcsolódó dokumentum aláírását).

The Chargor and the Chargee hereby authorise Oppenheim Law Firm (address: 1053 Budapest, Károlyi u. 12.) to act before the Fejér County Court as the Court of Registration in connection with filing (including but not limited to sign any documents relating thereto) this Extract.

Budakeszi, 2014. ___________ __ / __ ___________ 2014

…….……………………….	…………………………..…
WILMINGTON TRUST (LONDON) LIMITED Zálogjogosult / Chargee	CLOSURE SYSTEMS INTERNATIONAL B.V. Zálogkötelezett / Chargor

SIGNATURES

Closure Systems International B.V. – as Chargor

By:

Wilmington Trust (London) Limited – as Chargee

By:

EX-2.90

This Addendum to the Equity Interests Pledge Agreement (the “Addendum”) is entered into on this ______ day of August 2010, by and among Grupo CSI de México, S. de R.L. de C.V. (“Grupo CSI”), Closure Systems International B.V. (“Closure Systems International”), CSI Mexico LLC (“CSI Mexico”) CSI en Saltillo, S. de R.L. de C.V. (“CSI Saltillo”) and Closure Systems Mexico Holdings LLC (“Closure Systems Mexico”), as Pledgors, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties as Pledgee. Capitalized terms used in this Addendum which are no otherwise defined herein, shall have the meaning ascribed to such terms in the Agreement (as such term is defined below).

Recitals

WHEREAS, an Equity Interests Pledge Agreement (the “Agreement”) was entered into on January 29, 2010, by and among Grupo CSI, Closure Systems International, CSI Mexico, CSI Saltillo, and Closure Systems Mexico, as pledgors, and The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties as pledgee, with the acknowledgment of Bienes Industriales del Norte, S.A. de C.V., Técnicos de Tapas Innovativas, S.A. de C.V., CSI Tecniservicio, S. de R.L. de C.V., and CSI en Ensenada, S. de R.L. de C.V.

WHEREAS, on March 2, 2010, CSI Saltillo increased its variable corporate capital and, as a consequence thereof, inter alia, issued a new partnership interest (the “New Partnership Interest”) to CSI Mexico.

Representations and Warranties

I.    CSI Mexico hereby represents and warrants, through its legal representative, that on the date hereof CSI Mexico is the sole, legal and beneficial owner of 2 (two) partnership interests, representing the outstanding capital of CSI Saltillo, which in the aggregate represents 00.01% of the total issued and outstanding capital of CSI Saltillo, on a fully diluted basis.

II.    Each of the Pledgors hereby represents and warrants, with respect to itself, through its legal representative, that on the date hereof the individual executing this Addendum in the name and on behalf of such Pledgor has sufficient power and authority, as well as the necessary authority (corporate, organizational or otherwise) to validly execute and deliver this Addendum on its behalf and to validly bind such Pledgor under the terms herein, and in the case of CSI Saltillo and Grupo CSI as evidenced in public deeds numbers 30535 and 30538, respectively, dated October 30, 2009, granted before Mr. Jose Luis Villavicencio Castañeda, Notary Public number 218 for Mexico City, and that such powers, authority and authorizations have not been revoked, modified or limited in any manner.

NOW THEREFORE, the parties hereto agree as follows:

First.- Pledge; Grant of Security Interest.

CSI Mexico hereby grants a first priority pledge and security interest to the Pledgee for the benefit of the Secured Parties, over the New Partnership Interest, subject to and under the same terms and conditions set forth in the Agreement.

For purposes of perfecting the Security Interest over the New Partnership Interest pursuant to paragraphs II and III of Article 334 of the Law, CSI Mexico hereby delivers to the Pledgee (i) an executed original of this Addendum, and (ii) a copy of the entry made in the partners registry book of CSI Saltillo, duly certified by an authorized officer or attorney-in-fact, evidencing that, on the date hereof, the Security Interest in and to the New Partnership Interest has been duly recorded in such partners registry book.

Second.- Amendment

The Pledgors and the Pledgee agree to amend Representation I (d) of the Agreement so that from now on it reads as follows:

“(d) CSI Mexico is the sole, legal and beneficial owner of (i) 1 (one) partnership interest, representing the outstanding capital of Grupo CSI, which in the aggregate represents 52.48% of the total issued and outstanding capital of Grupo CSI, on a fully diluted basis (the “CSI Mexico Grupo CSI Pledged Partnership Interest”); and (ii) 2 (two) partnership interests, representing the outstanding capital of CSI Saltillo, which in the aggregate represents 00.01% of the total issued and outstanding capital of CSI Saltillo, on a fully diluted basis (the “CSI Mexico CSI Saltillo Pledged Partnership Interest”, and collectively with the CSI Mexico Grupo CSI Pledged Partnership Interest, the “CSI Mexico Pledged Partnership Interests”);”.

As a consequence of the above and for the avoidance of doubt, any future reference to the CSI Mexico CSI Saltillo Pledged Partnership Interest shall include the New Partnership Interest.

Third.- Entire agreement. This Addendum is subject to and governed by the same provisions set forth in the Agreement, which is hereby incorporated by reference. Except as expressly modified or supplemented in this Addendum, all provisions of the Agreement shall remain in full force and effect. The parties hereby expressly agree that all references made in or with respect to the Agreement, shall include the Agreement as modified by this Addendum. This Addendum and the Agreement shall from the date hereof be read and considered as one document.

Fourth.- No Novation. The parties hereby expressly agree that in no event shall this Addendum be deemed nor interpreted as a novation or payment of the Secured Obligations. By means of this Addendum, the parties hereby confirm and ratify all the terms of the Agreement that have not been expressly modified by this Addendum.

Fifth.- Jurisdiction, Governing Law. For all matters relating to the interpretation and fulfillment of this Addendum, the parties hereto expressly and irrevocably submit to the applicable laws of Mexico, and to the jurisdiction of the competent courts sitting in Mexico, Federal District, Mexico, with respect to any action or proceeding arising out of or relating hereto, and the parties hereby expressly and irrevocably waive all rights to any other jurisdiction to which they may be entitled to by reason of their present or future domiciles, or by any other reason.

Sixth.- Language. This Addendum is entered into in both the Spanish and English languages; provided that, in the case of any judicial procedure before a Mexican court, the Spanish version shall govern for all purposes.

Seventh.- Counterparts. This Addendum may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Addendum.

IN WITNESS WHEREOF, the parties hereto execute this Addendum in both the Spanish and English languages on the date first written above.

[Signature page continues]

The Pledgors:

Closure Systems International B.V. By:______________________ Name: Helen Golding Title: Attorney	Grupo CSI de México, S. de R.L. de C.V. By:______________________ Name: Helen Golding Title: Attorney
CSI Mexico LLC By:______________________ Name: Helen Golding Title: Assistant Secretary	CSI en Saltillo, S. de R.L. de C.V. By:______________________ Name: Helen Golding Title: Attorney
Closure Systems Mexico Holdings LLC             By:______________________             Name: Helen Golding             Title: Assistant Secretary

The Pledgee:

The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties.

By:______________________

Name:

Title:

- 1 -

EX-2.101

THE TAKL'I/G OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO ANY LOAN DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO ANY LOAN DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED COPIES THEREOF AND WRITTEN AND SIGNED REFERENCES TO IT OUTSIDE OF AUSTRIA AND AVOID PRINTING OUT ANY EMAIL COMMUNICATION WHICH REFERS TO ANY LOAN DOCUMENT IN AUSTRIA OR SENDING ANY E• MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO ANY LOAN DOCUMENT TO AN AUSTRIAN ADDRESSEE.

This Assignment Agreement (Convenio de Cesion) is entered into on this 30th day of March, 2015 (the "Agreement"), by and among Reynolds Packaging International B.Y. ("Reynolds BY"), Reynolds Metals Company de Mexico, S. de R.L. de C.Y. ("Reynolds Mexico") and The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee under the Pledge Agreement (The Bank of New York Mellon, Reynolds BY and Reynolds Mexico, are referred jointly as the "Parties"), with the acknowledgement of Pactiv Foodservice Mexico, S. de R.L. de C.V. (formerly Central de Bolsas, S. de R.L. de C.Y.) ("Central"), in accordance with the following Recitals, Representations and Warranties and Clauses. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meaning set forth in the Pledge Agreement.

Recitals

I. Pledge Agreement. On April 19, 2011, CS! en Saltillo, S. de R.L. de C.Y., as pledgor, and The Bank of New York Mellon, as pledgee, among others, entered into an equity interests pledge agreement ( as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced, acknowledged or in any other way modified from time to time, the "Pledge Agreement"), by means of which, among other matters, CSI en Saltillo, S. de R.L. de C.Y. granted a first priority pledge and security interest (the "Security Interest") to the Pledgee for the benefit of the Secured Parties, over the CS! Saltillo Pledged Partnership Interest, as collateral security for the due and timely payment, performance and satisfaction when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations.

IL Assignment of the Pledge. Pursuant to an Assignment Agreement dated October 27, 2014, CS! en Saltillo, S. de R.L. de C.Y. assigned and transferred to Reynolds Mexico all of its obligations, rights and interests to and under the Pledge Agreement.

III. Acquisition of the Pledged Partnership Interest. Pursuant to (i) Reynolds Mexico's partners resolutions dated March 24, 2015, (ii) Central's partners resolutions dated March 25, 2015, and (iii) the merger agreement dated March 25, 2015, executed by Reynolds Mexico and Central, it was agreed the merger of Reynolds Mexico as dissapearing company and Central as surviving company (the "Merger") and as a result thereof, the CS! Saltillo Pledged Partnership Interest will be automatically transferred from

Reynolds Mexico to Reynolds BV as the Merger becomes effective, which will occur as of

March 31, 2015.

Representations and Warranties

I. Reynolds Mexico hereby represents and warrants, through its legal representative, that:

a. It is a limited liability company of variable capital (sociedad de responsabilidad limitada de capital variable) duly organized and validly existing under the laws of Mexico.

b. It is the sole, legal and beneficial owner (registered as owner in the partners register book of Central) of, and has legal title to the CS! Saltillo Pledged Partnership Interest, representing 99.999999856% of the total issued and outstanding capital of Central, on a fully diluted basis.

c. The Merger, as well as the execution and fullfilment of this Agreement, does not constitute an Event of Default.

d. The individual executing this Agreement in its name and on its behalf has sufficient power and authority, as well as the necessary authorizations (corporate, organizational or otherwise) to validly execute and deliver this Agreement on its behalf and to validly bind it under the terms herein, and that such powers, authority and authorizations have not been revoked, modified or limited in any manner.

e. The CS! Saltillo Pledged Partnership Interest is subject to the Security Interest created in favor of the Pledgee, pursuant to the Pledge Agreement.

f. By executing this Agreement it expressly acknowledges the Pledgee's legal capacity and sufficient and necessary authority to act in the name and on behalf of the Secured Parties under the Pledge Agreement.

II. Reynolds BV hereby represents and warrants, through its legal representative, that:

a. It is a private company with limited liability duly organized and validly existing under the laws of The Netherlands.

b. By virtue of the Merger, it will become the sole, legal and beneficial owner (registered as owner in the partners register book of Central) of, and have legal title to the CS! Saltillo Pledged Partnership Interest, representing

99.9999965299% of the total issued and outstanding capital of Central, on a fully diluted basis.

c. The Merger, as well as the execution and fullfilment of this Agreement, does not constitute an Event of Default.

d. The individual executing this Agreement in its name and on its behalf has sufficient power and authority, as well as the necessary authorizations (corporate, organizational or otherwise) to validly execute and deliver this Agreement on its behalf and to validly bind it under the terms herein, and that such powers, authority and authorizations have not been revoked, modified or limited in any manner.

e. The CS! Saltillo Pledged Partnership Interest is subject to the Security Interest created in favor of the Pledgee, pursuant to the Pledge Agreement.

f. By executing this Agreement it expressly acknowledges the Pledgee's legal capacity and sufficient and necessary authority to act in the name and on behalf of the Secured Parties under the Pledge Agreement.

III. Central hereby represents and warrants, through its legal representative, that:

a. It is a limited liability company of variable capital (sociedad de responsabilidad limitada de capital variable) duly organized and validly existing under the laws of Mexico.

b. The Merger, as well as the execution and fullfilment of this Agreement, does not constitute an Event of Default.

c. It acknowledges that the CS! Saltillo Pledged Partnership Interest is subject to the Security Interest created in favor of the Pledgee under the Pledge Agreement.

d. The Security Interest created on the CS! Saltillo Pledged Partnership Interest under the Pledge Agreement is registered in the partners register book of Central.

e. The individual executing this Agreement in its name and on its behalf has sufficient power and authority, as well as the necessary authorizations ( corporate, organizational or otherwise) to validly execute and deliver this Agreement on its behalf and to validly bind it under the terms herein, and that such powers, authority and authorizations have not been revoked, modified or limited in any manner.

NOW, THEREFORE, based on the Recitals and Representations and Warranties contained herein, the Parties hereto agree as follows:

Clauses

First.- Assignment and Acknowledgment. Reynolds Mexico hereby transfers and assigns to Reynolds BV which accepts, all of its obligations, rights and interests to and under the Pledge Agreement. Reynolds BV hereby (a) confirms, acknowledges and agrees that the

CS! Saltillo Pledged Partnership Interest continues to be subject to the Pledge Agreement and the Security Interest created thereunder, which continue to be in full force and effect subject to the Legal Reservations (as such term is defined in the Credit Agreement, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time); (b) acknowledges and ratifies all of the terms and conditions of the Pledge Agreement, including, without limitation, all obligations of the Pledgors under the Pledge Agreement; (c) agrees to be bound by the terms of the Pledge Agreement, in its capacity as pledgor thereunder, as new owner of the CS! Saltillo Pledged Partnership Interest subject to the Security Interest; and (d) assumes, in its capacity as pledgor and as new owner of the CS! Saltillo Pledged Partnership Interest subject to the Security Interest, all obligations of CS! Saltillo arising out of the Pledge Agreement.

In view of the foregoing, the Parties hereby expressly acknowledge and agree that all references in the Pledge Agreement to (i) "CS! Saltillo" shall be understood and construed, to the applicable extent, as references to "Reynolds BV" and (ii) the "Pledgors" shall be understood and construed as to include "Reynolds BV" as new owner of the CS! Saltillo Pledged Partnership Interest.

Second.- Release. The Pledgee hereby agrees to and acknowledges the above and grants to

Reynolds Mexico a full release exclusively with respect to the Pledge Agreement.

Third.- No Novation. The Parties hereby expressly agree that this Agreement shall not extinguish the Secured Obligations under any Loan Document or discharge or release the priority of any Loan Document or any other security therefor. Nothing herein shall be construed as a substitution or novation of the Secured Obligations, which shall remain in full force and effect. Nothing in or implied by this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any Secured Obligation. The Pledge Agreement shall remain in full force and effect notwithstanding the execution and delivery of this Agreement.

The Parties agree that this Agreement shall be deemed a "Security Document" for the purposes of and as defined in the First Lien lntercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien [ntercreditor Agreement are hereby incorporated by reference.

Fourth.- Entire Agreement. The Parties hereby expressly agree that this Agreement is and shall be deemed a part of the Pledge Agreement and, for such reason, all references made in or with respect to the Pledge Agreement, shall include this Agreement.

Fifth.- Jurisdiction, Governing Law. For all matters relating to the interpretation and fulfillment of this Agreement, the Parties hereto expressly and irrevocably submit to the applicable laws of Mexico, and to the jurisdiction of the competent courts sitting in Mexico, Federal District, Mexico with respect to any actions or proceeding brought or derived from this Agreement, and the parties hereby expressly and irrevocably waive their rights to any other jurisdiction to which they may be entitled to by reason of their present or any future domiciles, or for any other reason.

Sixth.- Language. This Agreement is entered into in both the Spanish and English languages; provided that, in the case of any judicial procedure before a Mexican court, the Spanish version shall govern for all purposes.

Seventh- Effective Date. This Agreement shall become into force and effect concomitantly with the Merger becoming effective.

[Signature page continues]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the date first above written.

Reynolds Packaging International B.V.

/s/ Elizabeth Davies

Name: Elizabeth Davies

Title: Authorised Signatory

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

/s/ Eduardo Garcia Vazquez

Name: Eduardo Garcia Vazquez

Title: Authorised Signatory

The Pledgee:

The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties.

/s/ Catherine F. Donohue

Name: Catherine F. Donohue

Title: Vice President

With the acknowledgment of:

Pactiv Foodservice Mexico, S. de R.L. de C.V.

/s/ Salvada Costaneda

Name: Salvada Costaneda

Title: Authorised Signatory

EX-2.108

CLIFFORD CHANCE

2 - 4 P L AC E D E PA R I S B . P. 11 4 7

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G R AN D -D U CH É D E LU XE MB O U R G

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www.cliffordchance.com

EXECUTION VERSION

GRAHAM PACKAGING COMPANY, L.P.

AS PLEDGOR

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) S.À R.L.

AS COMPANY

PLEDGE OVER SHARES AGREEMENT

(GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) S.À R.L.)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

CONTENTS

CLAUSE PAGE

1. DEFINITIONS AND INTERPRETATION ....................................................................... 2

2. PLEDGE OVER PLEDGED PORTFOLIO ....................................................................... 5

3. VOTING RIGHTS AND DIVIDENDS ............................................................................. 6

4. PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS....................................... 7

5. POWER OF ATTORNEY .................................................................................................. 8

6. REMEDIES UPON DEFAULT.......................................................................................... 8

7. EFFECTIVENESS OF COLLATERAL .......................................................................... 10

8. INDEMNITY .................................................................................................................... 11

9. DELEGATION ................................................................................................................. 11

10. RIGHTS OF RECOURSE ................................................................................................ 11

11. PARTIAL ENFORCEMENT ........................................................................................... 12

12. COSTS AND EXPENSES................................................................................................ 12

13. CURRENCY CONVERSION .......................................................................................... 12

14. NOTICES.......................................................................................................................... 12

15. SUCCESSORS ................................................................................................................. 12

16. AMENDMENTS AND PARTIAL INVALIDITY........................................................... 13

17. LAW AND JURISDICTION............................................................................................ 13

THIS PLEDGE AGREEMENT has been entered into on 20 March 2012

BETWEEN

(1) GRAHAM PACKAGING COMPANY, L.P., a limited partnership organized under the laws of the State of Delaware, having its registered office at c/-The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801

USA, registered under number 2436955 (the "Pledgor");

(2) THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent as appointed under the First Lien Intercreditor Agreement (as defined below) for the benefit of the Secured Parties (as defined below), together with its successors and permitted assigns in such capacity (the "Collateral Agent"); and

(3) GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) S.À R.L., a société à responsabilité limitée incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann L-5365 Munsbach, Grand-duchy of Luxembourg registered with the Luxembourg register of commerce and companies under the number B165977 and having a share capital of EUR 113,697,825 (the "Company").

WHEREAS:

(A) Pursuant to a credit agreement (the "Credit Agreement") dated 5 November 2009 and entered into between Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation) and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, as amended by amendment agreements dated 21 January 2010, 4 May 2010, 30 September 2010, 9

February 2011 and 11 March 2011, as further amended and restated by the Second Amended and Restated Credit Agreement (as defined below), as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, certain loan facilities (the "Facilities") were made available to the Borrowers (as defined below).

(B) Pursuant to an indenture (the "2009 Senior Secured Notes Indenture") dated 5

November 2009 and entered into between the 2009 Issuers (as defined below), the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the 2009 Issuers.

(C) On 5 November 2009, the Collateral Agent, The Bank of New York Mellon as trustee under the 2009 Senior Secured Notes Indenture, Credit Suisse AG as administrative agent under the Credit Agreement, and the Loan Parties (as defined below) as at that date and certain other parties, entered into an intercreditor agreement (the "First Lien Intercreditor Agreement") amended by an amendment dated 21 January 2010 and as further amended, novated, supplemented, restated or modified from time to time.

(D) Pursuant to an indenture (the "2010 Senior Secured Notes Indenture") dated 15

October 2010 and entered into between the 2010 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the 2010 Issuers.

(E) Pursuant to an indenture (the "February 2011 Senior Secured Notes Indenture") dated 1 February 2011 and entered into between the February 2011 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the February 2011

Issuers.

(F) Pursuant to an indenture (the "August 2011 Senior Secured Notes Indenture") dated 9

August 2011 and entered into between the August 2011 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, together with certain other parties, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the August 2011 Issuers (the "August 2011 Senior Secured Notes").

(G) As a condition precedent to any borrowing under the Second Amended and Restated Credit Agreement and each of the Senior Secured Notes Indentures (as defined below), the Pledgor has agreed, for the payment and discharge of and as security for all of the Secured Obligations (as defined below), to enter into this pledge agreement (the "Pledge Agreement") which the Pledgor declares to be in its best corporate interest.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Unless defined in this Pledge Agreement or the context otherwise requires, a term defined in the First Lien Intercreditor Agreement has the same meaning in this Pledge Agreement and in any notice given under this Pledge Agreement.

1.2 In this Pledge Agreement:

"2009 Issuers" means the "Issuers" under and as defined in the 2009 Senior Secured

Notes Indenture, including their successors in interest.

"2010 Issuers" means the "Issuers" under and as defined in the 2010 Senior Secured

Notes Indenture, including their successors in interest.

"Applicable Representative" has the meaning ascribed to such term in the First Lien

Intercreditor Agreement.

"Agreed Security Principles" has the meaning it is given in the Second Amended and Restated Credit Agreement and each of the Senior Secured Notes Indentures and to the extent of any inconsistency the meaning it is given in the Second Amended and Restated Credit Agreement shall prevail.

"August 2011 Issuers" shall mean the "Issuers" under and as defined in the August 2011

Senior Secured Notes Indenture, including their successors in interest.

"Borrowers" shall mean the "Borrowers" under, and as defined in, the Second Amended and Restated Credit Agreement from time to time.

"Business Day" has the meaning ascribed to such term in the Second Amended and

Restated Credit Agreement.

"Event of Default" means an "Event of Default" under, and as defined in, the First Lien

Intercreditor Agreement.

"February 2011 Issuers" means the "Issuers" under and as defined in the February 2011

Senior Secured Notes Indenture, including their successors in interest.

"Financial Collateral Law" means the Luxembourg law of 5 August 2005 on financial collateral arrangements, as amended.

"Intercreditor Arrangements" means the First Lien Intercreditor Agreement and any other document that is designated by the Loan Parties’ Agent and the Collateral Agent as an intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced or modified from time to time.

"Legal Reservations" has the meaning ascribed to such term in the Second Amended and

Restated Credit Agreement.

"Loan Documents" means the "Credit Documents" under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties' Agent and the Collateral Agent as a Loan Document.

"Loan Parties" means the "Grantors", under and as defined, in the First Lien

Intercreditor Agreement.

"Loan Parties' Agent" means Reynolds Group Holdings Limited. "Pledged Portfolio" means the Shares and the Related Assets.

"Principal Finance Documents" means the Second Amended and Restated Credit Agreement, the Senior Secured Notes Indentures, the Intercreditor Arrangements and any Additional Agreement.

"Related Assets" means all dividends, interest and other monies payable in respect of the Shares and all other rights, benefits and proceeds (including the proceeds from any sale of the Shares following an enforcement of this Pledge and, in particular, any proceeds that

may not immediately be used to discharge Secured Obligations) in respect of or derived from the Shares (whether by way of redemption, liquidation, bonus, preference, option, substitution, conversion or otherwise) except to the extent these constitute Shares.

"Rights of Recourse" means all and any rights, actions and claims the Pledgor may have against any Loan Party or any other person having granted security or given a guarantee for the Secured Obligations, arising under or pursuant to the enforcement of the present Pledge including, in particular, the Pledgor's right of recourse against any such entity under the terms of Article 2028 et seq. of the Luxembourg Civil Code (including, for the avoidance of doubt, any right of recourse prior to enforcement), or any right of recourse by way of subrogation or any other similar right, action or claim under any applicable law.

"Second Amended and Restated Credit Agreement" means the Credit Agreement, as amended and restated by an amendment no. 6 and incremental term loan assumption agreement, dated as of 9 August 2011, between Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation) and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, together with certain other parties.

"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents (including, for the avoidance of doubt, any liability in respect of any further advances made under the Loan Documents or resulting from an amendment or an increase of the principal amount of the Facilities), together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities.

"Secured Parties" means the "Secured Parties" under, and as defined in, the First Lien

Intercreditor Agreement.

"Senior Secured Notes Indentures" means the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture.

"Shareholders Register" means the register of shareholders of the Company.

"Shares" means the rounded up number of shares (parts sociales) in the share capital of the Company held by, to the order or on behalf of the Pledgor and representing, at any time, as close as possible to, but no more than 65% of the issued and outstanding shares of the Company (which at the date of this agreement means 2,956,143 shares (parts sociales) of the 4,547,913 outstanding shares, numbered 1 to 2,956,143), including for the avoidance of doubt any shares which shall be issued by the Company to the Pledgor from time to time, regardless of the reason of such issuance, whether by way of substitution,

replacement, dividend or in addition to the shares held on the date hereof, whether following an exchange, division, free attribution, contribution in kind or in cash or for any other reason (the "Future Shares"), in which case such Future Shares shall immediately be and become subject to the security interest created hereunder provided that no more than 65% of the issued and outstanding shares of the Company shall be subject to the Pledge (as defined below) at any time.

1.3 This Pledge Agreement is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this Pledge Agreement and the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.

1.4 In this Pledge Agreement, any reference to (a) a "Clause" is, unless otherwise stated, a reference to a Clause hereof and (b) to any agreement (including this Pledge Agreement, the First Lien Intercreditor Agreement, the Second Amended and Restated Credit Agreement or any other Loan Document) is a reference to such agreement as amended, varied, modified or supplemented (however fundamentally) from time to time. Clause headings are for ease of reference only.

1.5 This Pledge Agreement may be executed in any number of counterparts and by way of facsimile exchange of executed signature pages, all of which together shall constitute one and the same Pledge Agreement.

2. PLEDGE OVER PLEDGED PORTFOLIO

2.1 The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first- priority security (gage) (the "Pledge") for the due and full payment and discharge of all of the Secured Obligations.

2.2 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in the Shareholders Register and to provide to the Collateral Agent a certified copy of the Shareholders Register evidencing such registration on the date hereof.

2.3 The following wording shall be used for the registration:

"2,956,143 shares in the Company owned by GRAHAM PACKAGING COMPANY, L.P. on the date of the present registration with registration number 1 to 2,956,143 and, representing at the date of today, the rounded up number of shares as close as possible to, but no more than 65% of the issued and outstanding shares of the Company, have been pledged in favour of THE BANK OF NEW YORK MELLON acting for itself and as collateral agent for the benefit of the secured parties pursuant to a pledge agreement dated [date]."

2.4 The Pledgor and the Collateral Agent request the Company and the Company undertakes to provide to the Collateral Agent a certified copy of the Shareholders Register evidencing the issuance and/or the registration of any Future Shares promptly following the date of such issuance.

2.5 The following wording shall be used for the registration:

"[number] shares in the Company owned by GRAHAM PACKAGING COMPANY, L.P. on the date of the present registration with registration number [number] to [number] and, together with shares in the Company previously pledged, representing at the date of today, the rounded up number of shares as close as possible to, but no more than 65% of the issued and outstanding shares of the Company, have been pledged in favour of THE BANK OF NEW YORK MELLON acting for itself and as collateral agent for the benefit of the secured parties pursuant to a pledge agreement dated [date]."

2.6 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken by the directors or other officers of the Company for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps within 10

Business Days of being notified of that failure and, for the avoidance of doubt, subject to the terms of the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent. In particular, should any such steps be required in relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future Shares.

2.7 The Pledgor and the Collateral Agent hereby give power to any member of the board of managers of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further Shares in the Shareholders Register.

2.8 The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

3. VOTING RIGHTS AND DIVIDENDS

3.1 As long as this Pledge Agreement remains in force and unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive all dividends, subject to the terms of and to the extent permitted by the Loan Documents. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Collateral Agent shall be entitled to receive all dividends (subject to terms of the Principal Finance Documents) and to apply them in accordance with the terms of the Loan Documents.

3.2 For the avoidance of doubt, unless an Event of Default has occurred and is continuing, this provision shall not restrict the ability of the Pledgor to amend the articles of association of the Company so long as any such amendment does not adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur.

3.3 Unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise all voting rights attached to the Shares and exercise all other rights and powers in respect of the Shares in a manner which does not adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Pledgor shall not, without the prior written consent of the Collateral Agent, exercise any voting rights or otherwise in relation to the Shares.

3.4 Following the occurrence of an Event of Default which is continuing, the Collateral Agent may, by giving a written notice to this effect to the Pledgor and the Company, elect to exercise the voting rights attaching to the Shares in accordance with the provisions of Article 9 of the Financial Collateral Law in any manner the Collateral Agent deems fit (including for the avoidance of doubt, in relation to the removal and appointment of managers). Immediately upon such election being made, the Pledgor shall no longer be entitled to exercise any voting rights, and, without prejudice to the Pledgor's ownership of the pledged Shares, the Collateral Agent may exercise any voting rights attaching to the Shares as well as the rights of the Pledgor as shareholder in relation to the convening of shareholder meetings or the adoption of written shareholder resolutions, including, for the avoidance of doubt (each time within the limits of the rights which the Pledgor has under applicable laws or the articles of association of the Company), the right to request the board of managers to convene shareholder meetings and to request items to be added to the agenda, to convene such meeting itself and to propose and adopt resolutions in written form. The Pledgor and the Company expressly acknowledge and accept that the Collateral Agent may exercise such rights and use, where required, the Shares for this purpose. The Pledgor shall do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Collateral Agent, including the issuing of a written proxy in any form or any other document that the Collateral Agent may require for the purpose of exercising the voting rights.

4. PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS

4.1 The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents:

4.1.1 the Shares represent 2,956,143 shares ("parts sociales") in the share capital of the Company, representing, at the date of today, the rounded up number of shares as close as possible to, but no more than 65% of the issued and outstanding shares of the Company;

4.1.2 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof;

4.1.3 it has not sold or disposed of all or any of its rights, title and interest in the

Pledged Portfolio; and

4.1.4 confirms to the Collateral Agent the representations contained in Section 3.02,

3.03 and 3.19(d) of the Second Amended and Restated Credit Agreement.

4.2 Unless permitted by the terms of the Principal Finance Documents, except with the

Collateral Agent’s prior written consent, the Pledgor shall not:

4.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio; or

4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or

(b) any restriction on the ability to transfer or realise all or any part of the

Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by law).

4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement:

4.3.1 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement;

4.3.2 as shareholder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would adversely affect the existence of the security interest created hereunder; and

4.3.3 without prejudice to Clause 3 (Voting Rights and Dividends), to inform the Collateral Agent of any meeting of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new shares.

5. POWER OF ATTORNEY

5.1 The Pledgor irrevocably appoints the Collateral Agent to be its attorney and in its name and on its behalf to execute, deliver and perfect all documents and do all things that the Collateral Agent may consider to be requisite for (a) carrying out any obligation imposed on the Pledgor under this Pledge Agreement or (b) exercising any of the rights conferred on the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, it being understood that the enforcement of the Pledge over the Pledged Portfolio must be carried out as described in Clause 6 (Remedies upon Default) hereunder. The powers under this Clause 5.1 shall only be exercised upon the occurrence of an Event of Default and provided that such Event of Default is continuing, or if the Pledgor has failed to comply with a further assurance or any perfection obligations hereunder within 10

Business Days of being notified of that failure.

5.2 The Pledgor shall ratify and confirm all things done and all documents executed by the

Collateral Agent in the exercise of that power of attorney.

5.3 The Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Pledgor under this Clause 5.1 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

6. REMEDIES UPON DEFAULT

6.1 Upon the occurrence of an Event of Default and provided that such Event of Default is continuing, the Collateral Agent shall be entitled to realise the Pledged Portfolio in the

most favourable manner provided for by Luxembourg law and in particular the Financial

Collateral Law and may, in particular, but without limitation,

6.1.1 appropriate the Pledged Portfolio in which case the Pledged Portfolio will be valued at its fair value, as determined by an independent expert appointed by the Collateral Agent, to the extent possible among the members of the Institut Luxembourgeois des réviseurs d'entreprises or, if no such appointment can be made or no valuation can be obtained within a reasonable time, by the Collateral Agent in its commercially reasonable discretion. The Collateral Agent may appoint a qualified third party to make (or to assist the Collateral Agent in making) such valuation;

6.1.2 sell the Pledged Portfolio in a private sale at normal commercial terms (conditions commerciales normales), or in a sale organised by a stock exchange (to be chosen by the Collateral Agent), or in a public sale (organised at the discretion of the Collateral Agent and which, for the avoidance of doubt, does not need to be made by or within a stock exchange);

6.1.3 request a judicial decision that the Pledged Portfolio shall be attributed to the Collateral Agent in discharge of the Secured Obligations following a valuation of the Pledged Portfolio made by a court appointed expert; or

6.1.4 proceed to a set off between the Secured Obligations and the Pledged Portfolio.

6.2 In as far as legally required, the Pledgor, has decided by means of a shareholder resolution dated 20 March 2012 (the "Shareholder Resolution") (substantially in the form attached hereto as Schedule 1), that the Collateral Agent and Secured Parties as well as any of their affiliated or group companies (as shown on the then latest consolidated balance sheet) or any successors or assignees of the Secured Parties in such capacity, are approved as future shareholders of the Company in case the Collateral Agent and/or the Secured Parties or such other entity buys or acquires or is attributed the Shares in any way (including as the result of a public auction).

6.3 The Pledgor further confirms that it has decided by the same decision referred to under Clause 6.2 hereof, in as far as legally required, to approve as new shareholders any other person who would acquire the Shares as the result of an enforcement of the Pledge over the Shares, and undertakes, to the extent necessary, to approve any other person as shall be designated by the Collateral Agent and/or the Secured Parties in the future for this purpose , as provided in Clause 6.2 hereof.

6.4 The Pledgor further undertakes not to revoke, amend or otherwise modify the resolutions referred to in Clauses 6.2 and 6.3 above, except to the extent that such modification has been requested or authorised by the Collateral Agent and/or the Secured Parties.

6.5 The Collateral Agent shall apply the proceeds of the sale in paying the costs of that sale or disposal and in or towards the discharge of the Secured Obligations, in accordance with the terms of the Loan Documents.

7. EFFECTIVENESS OF COLLATERAL

7.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.

7.2 The Pledge shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.

7.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.

7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.

7.5 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.

7.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:

7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;

7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;

7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or

7.6.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.

7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.

7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.

8. INDEMNITY

To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents, its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Pledge Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Pledge Agreement or otherwise relating to the Pledged Portfolio.

9. DELEGATION

Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by Luxembourg law), the Collateral Agent shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Pledge Agreement (including the power of attorney) on such terms and conditions as it shall see fit, which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent itself.

10. RIGHTS OF RECOURSE

10.1 For as long as the Secured Obligations are outstanding and have not been unconditionally and irrevocably paid and discharged in full or the Collateral Agent or the Secured Parties have any obligations under the Loan Documents, the Pledgor shall not exercise any Rights of Recourse, arising for any reason whatsoever, by any means whatsoever (including for the avoidance of doubt, by way of provisional measures such as provisional attachment ("saisie-arrêt conservatoire") or by way of set-off.

10.2 The Pledgor irrevocably agrees to waive its Rights of Recourse if the relevant person against whom the Rights of Recourse are to be exercised has come under the direct or indirect control of the Collateral Agent or the Secured Parties or any third party following or in connection with, the enforcement of any security granted in connection with the Secured Obligations.

10.3 Without prejudice to Clause 10.1 above, this Clause shall remain in full force and effect notwithstanding any discharge, release or termination of this Pledge (whether or not in accordance with Clause 7.1 of this Pledge Agreement).

11. PARTIAL ENFORCEMENT

Subject to Clause 6 (Remedies upon Default), the Collateral Agent shall be entitled to request enforcement of all or part of the Pledged Portfolio in its most absolute discretion. No action, choice or absence of action in this respect, or partial enforcement, shall in any manner affect the Pledge created hereunder over the Pledged Portfolio, as it then shall be (and in particular those Shares which have not been subject to enforcement). The Pledge shall continue to remain in full and valid existence until enforcement, discharge or termination hereof, as the case may be.

12. COSTS AND EXPENSES

Section 9.05 (Expenses; Indemnity) of the Second Amended and Restated Credit

Agreement applies to this Pledge Agreement.

13. CURRENCY CONVERSION

Without prejudice to the terms of the Loan Documents, for the purpose of, or pending the discharge of, any of the Secured Obligations the Collateral Agent may convert any money received, recovered or realised or subject to application by it under this Pledge Agreement from one currency to another, as the Collateral Agent (acting reasonably) may think fit and any such conversion shall be effected at the Collateral Agent’s spot rate of exchange for the time being for obtaining such other currency with the first currency.

14. NOTICES

Any notice or demand to be served by one person on another pursuant to this Pledge Agreement shall be served in accordance with the provisions of the First Lien Intercreditor Agreement.

15. SUCCESSORS

15.1 This Pledge Agreement shall remain in effect despite any amalgamation or merger (however effected) relating to the Secured Parties or the Collateral Agent, and references to the Secured Parties or the Collateral Agent shall be deemed to include any assignee or successor in title of the Secured Parties or the Collateral Agent and any person who, under any applicable law, has assumed the rights and obligations of the Secured Parties or the Collateral Agent hereunder or to which under such laws the same have been transferred or novated or assigned in any manner.

15.2 For the purpose of Articles 1278 et seq. of the Luxembourg Civil Code and any other relevant legal provisions, to the extent required under applicable law and without prejudice to any other terms hereof or of any other Loan Documents and in particular Clause 15.1 hereof, the Secured Parties and the Collateral Agent hereby expressly reserve and the Pledgor agrees to the preservation of this Pledge Agreement and the Pledge in

case of assignment, novation, amendment or any other transfer of the Secured Obligations or any other rights arising under the Loan Documents.

15.3 To the extent a further notification or registration or any other step is required by law to give effect to the above, such further registration shall be made and the Pledgor hereby gives power of attorney to the Collateral Agent to make any notifications and/or to require any required registrations to be made in the Shareholders Register, or to take any other steps, and undertakes to do so itself if so requested by the Collateral Agent.

16. AMENDMENTS AND PARTIAL INVALIDITY

16.1 Changes to this Pledge Agreement and any waiver of rights under this Pledge Agreement shall require written form.

16.2 If any provision of this Pledge Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from this Pledge Agreement and the remaining provisions of this Pledge Agreement shall remain in full force and effect. The Pledge Agreement shall, however, thereafter be amended by the parties in such reasonable manner so as to achieve, without illegality, the intention of the parties with respect to that severed provision.

17. LAW AND JURISDICTION

This Pledge Agreement shall be governed by Luxembourg law and the courts of Luxembourg-City shall have exclusive jurisdiction to settle any dispute which may arise from or in connection with it.

This Pledge Agreement has been duly executed by the parties in three originals.

SIGNATURE PAGE - PLEDGE OVER SHARES IN GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) S.A R.L.

The Collateral Agent

THE BANK OF NEW YORK MELLON

Duly represented by:

/s/ Catherine F. Donohue

Name: Catherine F. Donohue

Title: Vice President

The Pledgor

GRAHAM PACKAGING COMPANY, L.P.

Duly represented by:

/s/ Helen Dorothy Golding

Name: Helen Dorothy Golding

Title: Assistant Secretary

The Company

GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) S.A R.L.

Duly represented by:

/s/ Helen Dorothy Golding

Name: Helen Dorothy Golding

Title: Authorised Signatory

SIGNATURE PAGE

Schedule 1

GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) S.À R.L.

6C, rue Gabriel Lippmann L-5365 Munsbach, Grand-duchy of Luxembourg

Share capital: EUR 113,697,825

RCS Luxembourg B165977

SHAREHOLDER’S RESOLUTION DATED March 15, 2012

GRAHAM PACKAGING COMPANY, L.P., a limited partnership organized under the laws of the State of Delaware, having its registered office at c/-The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801 USA, registered under number 2436955 (the "Shareholder"),

acting in its capacity as shareholder of GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) S.À R.L. (the "Company"),

after having duly considered the pledge ("gage") agreement (the "Pledge Agreement") to be entered into on or about the date hereof between the Shareholder, as pledgor and The Bank of New York Mellon, as collateral agent, in respect of the Shares (as defined in the Pledge Agreement), the Shareholder took the following resolutions:

Resolutions:

1. The Collateral Agent and the Secured Parties, as well as any of their affiliated or group companies (as shown on the latest consolidated balance sheet) or any successors or assignees of the Collateral Agent and the Secured Parties in such capacity, are approved as shareholders of the Company in case that the Collateral Agent and the Secured Parties or such other entity buys or acquires or is attributed the Shares in any way.

2. In addition, to approve as new shareholder any other person who would acquire the Shares as the result of an enforcement of the pledge over the Shares.

[signature follow on next page]

23619036v2

The Shareholder

GRAHAM PACKAGING COMPANY, L.P.

Duly represented by:

/s/ Helen Dorothy Golding

Name: Helen Dorothy Golding

Title: Assistant Secretary

GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) S.A R.L.

SHAREHOLDER RESOLUTIONS

EX-2.1.2

[●] SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of [●] among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II” and, together with US Issuer I, the “US Issuers”), REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED (f/k/a Reynolds Group Issuer (Luxembourg) S.A.), a New Zealand limited liability company (the “NZ Issuer” and, together with the US Issuers, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED (f/k/a Beverage Packaging Holdings (Luxembourg) I S.A.), a New Zealand limited liability company (“BP I”), the affiliate of the Issuers party hereto (the “Additional Senior Secured Note Guarantor”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), under the indenture dated as of September 28, 2012, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an aggregate principal amount of $3,250,000,000 of 5.750% Senior Secured Notes due 2020 (the “Senior Secured Notes”).

W I T N E S S E T H:

WHEREAS pursuant to Section 4.11 of the Senior Secured Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment of the Senior Secured Notes;

WHEREAS pursuant to Section 9.01 of the Senior Secured Notes Indenture, the parties hereto are entitled to execute and deliver this Senior Secured Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Secured Note Guarantor covenants and agrees for the equal and ratable benefit of the Trustee and the Holders of the Senior Secured Notes as follows:

1. Guarantee. The Additional Senior Secured Note Guarantor hereby jointly and severally with all other Senior Secured Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and agrees to be bound as a Senior Secured Note Guarantor by all the other applicable provisions of the Senior Secured Notes Indenture.

2. Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law.THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR SECURED NOTE GUARANTOR AGREES TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.

4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representations as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, the Senior Secured Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of the Additional Senior Secured Note Guarantor with respect to its Senior Secured Note Guarantee. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Secured Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture or a Senior Secured Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Secured Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted (i) by the Issuers, BP I, the Additional Senior Secured Note Guarantor, any Holder or any other Person or (ii) with respect to any action taken by the Trustee under the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement or any other agreement referenced herein). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Secured Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(a) To secure the payment obligations of the Issuers, BP I and the Additional Senior Secured Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Secured Note Guarantor in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers or the Additional Senior Secured Note Guarantor:

[●]

If to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:

[●]

with a copy to

[●]

If to the Additional Collateral Agent:

[●]

13. Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Senior Secured Notes Supplemental Indenture to be duly executed as of the date first above written.

[Execution Blocks]

List of Substantially Similar Supplemental Indentures

1.	First Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020 Indenture, dated as of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, and Wilmington Trust (London) Limited, as additional collateral agent
2.	Second Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020 Indenture, dated as of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, and Wilmington Trust (London) Limited, as additional collateral agent
3.	Seventh Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020 Indenture, dated as of February 14, 2014, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.	Eighth Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020 Indenture, dated as of June 30, 2014, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
5.	Tenth Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020, dated as of June 16, 2015, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
6.	Eleventh Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020, dated as of October 25, 2016, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
7.	Fifteenth Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020, dated as of November 21, 2017, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent

EX-2.1.4

EXECUTION VERSION

THIRTEENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of June 30, 2017 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 148957 (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128592 (“BP I”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of September 28, 2012, as amended or supplemented (the “Senior Secured NotesIndenture”), in respect of the issuance of an original aggregate principal amount of $3,250,000,000 of 5.750% Senior Secured Notes due 2020 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS, on or prior to the date hereof, all of the equity interests in Beverage Packaging Holdings (Luxembourg) II S.A. (“BP II”) have been sold by Reynolds Group Holdings Limited to BP I;

WHEREAS it is intended that BP II shall be liquidated;

WHEREAS Section 5.01(a) of the Senior Secured Notes Indenture sets forth certain conditions to, among other things, the winding up by BP II into any other Person;

WHEREAS pursuant to Section 9.01(a)(iii) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized to execute and deliver this Senior Secured Notes Supplemental Indenture in order to comply with Article V of the Senior Secured Notes Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

i.Assumption of Obligations. Pursuant to Section 5.01(a)(ii) of the Senior Secured Notes Indenture, BP I hereby assumes all the obligations of BP II under the Senior Secured Notes Indenture, the Senior Secured Note Guarantee, the First Lien Intercreditor Agreement and the applicable Security Documents.

ii.Confirmation of Guarantee. Pursuant to Section 5.01(a)(v), each of the Issuers and each Senior Secured Note Guarantor hereby confirms that its obligations under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement and the Security Documents, as applicable, shall apply to the obligations of BP I under the Senior Secured Notes Indenture, the Senior Secured Notes and the Senior Secured Note Guarantees assumed hereunder.

iii.Release and Discharge of Obligations. Pursuant to Section 5.01(a) of the Senior Secured Notes Indenture, upon the effectiveness of this Supplemental Indenture, BP II is automatically released and discharged from its obligations under its Senior Secured Note Guarantee and the Senior Secured Notes Indenture.

iv.Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

v.Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

vi.Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representation. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representation as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

vii.Indemnity. (a) The Issuers and BP I, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the entry into this Senior Secured Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture against the Issuers or BP I (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers or BP I executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and BP I, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers and BP I in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

viii.Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

ix.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

x.No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

xi.No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation will have any liability for any obligations of the Issuers or Senior Secured Note Guarantors under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws.

xii.Successors and Assigns. All covenants and agreements of the Issuers and BP I in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

xiii.Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

xiv.Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers:

1900 West Field Court Lake Forest, IL 60045 Attention of Joseph E. Doyle

Group Legal Counsel
Fax: 847-482-4589 JDoyle@pactiv.com

If to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon
101 Barclay Street 7-E
New York, NY 10286
Attn: International Corporate Trust
Fax: (212) 815-5366
lesley.daley@bnymellon.com

If to the Additional Collateral Agent:

Wilmington Trust (London) Limited
Third Floor

1 King’s Arms Yard
London EC2R 7AF
Facsimile: +44 (0)20 7397 3601

Attention: Elaine Lockhart and Paul Barton

xv.Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

(1)

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Canada

EVERGREEN PACKAGING CANADA LIMITED
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

PACTIV CANADA INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

REYNOLDS CONSUMER PRODUCTS CANADA INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.135 and having a share capital of EUR 404,969,325
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 165957 and having a share capital of EUR 12,500
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A., a public limited liability company (société anonyme) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,603
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) VI S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,602 and with a share capital of EUR 55,012,500
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Luxembourg

EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6c, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 152.662 and having a share capital of EUR 12,500
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

The Netherlands

CLOSURE SYSTEMS INTERNATIONAL B.V.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

EVERGREEN PACKAGING INTERNATIONAL B.V.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

REYNOLDS PACKAGING INTERNATIONAL B.V.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

New Zealand

BEVERAGE PACKAGING (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

REYNOLDS GROUP HOLDINGS LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

United States

BAKER’S CHOICE PRODUCTS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

BCP/GRAHAM HOLDINGS L.L.C.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

BLUE RIDGE HOLDING CORP.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BRPP, LLC. BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BLUE RIDGE PAPER PRODUCTS INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

United States

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC
By:
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Vice President and Secretary

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

CSI MEXICO LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CSI SALES & TECHNICAL SERVICES INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

EVERGREEN PACKAGING INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

GEC PACKAGING TECHNOLOGIES LLC
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Secretary

GPC HOLDINGS LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GPC OPCO GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GPC SUB GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING ACQUISITION CORP.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING COMPANY INC.
By
	/s/ Mark Lightfoot
	Name: Mark Lightfoot
	Title: Secretary and Vice President

GRAHAM PACKAGING COMPANY, L.P.
By: GPC OPCO GP L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING HOLDINGS COMPANY
By: BCP/Graham Holdings L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX COMPANY
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING PX HOLDING CORPORATION
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX, LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

PACTIV INTERNATIONAL HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV MANAGEMENT COMPANY LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

United States

PACTIV PACKAGING INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

PCA WEST INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

RENPAC HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary and Vice President

REYNOLDS CONSUMER PRODUCTS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

United States

REYNOLDS GROUP HOLDINGS INC.
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS MANUFACTURING, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS PRESTO PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS SERVICES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

SOUTHERN PLASTICS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

TRANS WESTERN POLYMERS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent

By:/s/ Laurence J. O’Brien

Name: Laurence J. O’Brien

Title: Vice President

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent

By:/s/ Ekoue Kangni

Name: Ekoue Kangni

Title: Vice President

EX-2.1.5

EXECUTION VERSION

FOURTEENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of October 31, 2017 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”), REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED, a New Zealand limited liability company (together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED, a New Zealand limited liability company, THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of September 28, 2012, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an original aggregate principal amount of $3,250,000,000 of 5.750% Senior Secured Notes due 2020 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS, in connection with certain internal reorganizations, (a) Reynolds Group Issuer (Luxembourg) S.A., a Luxembourg société anonyme (a public limited liability company) (“Reynolds Issuer Lux”), has been redomiciled in New Zealand, and will continue in existence, as Reynolds Group Issuer (New Zealand) Limited, a New Zealand limited liability company (“Reynolds Issuer NZ”) and (b) Beverage Packaging Holdings (Luxembourg) I S.A., a Luxembourg société anonyme (a public limited liability company) (“BP I Lux”), has been redomiciled in New Zealand, and will continue in existence, as Beverage Packaging Holdings I Limited, a New Zealand limited liability company (“BP I NZ”);

WHEREAS Section 5.01(a) of the Senior Secured Notes Indenture sets forth certain conditions to, among other things, the conversion of Reynolds Issuer Lux or BP I Lux into any Person; and

WHEREAS pursuant to Section 9.01(a)(iii) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I NZ and the Issuers are authorized to execute and deliver this Senior Secured Notes Supplemental Indenture in order to comply with Article V of the Senior Secured Notes Indenture.

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

i.Assumption of Obligations. In accordance with, and to the extent required by, Section 5.01(a)(ii) of the Senior Secured Notes Indenture, (a) Reynolds Issuer NZ hereby expressly assumes all of the obligations of Reynolds Issuer Lux under the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement and the applicable Security Documents and (b) BP I NZ hereby expressly assumes all of the obligations of BP I Lux under the Senior Secured Notes Indenture, the Senior Secured Note Guarantee, the First Lien Intercreditor Agreement and the applicable Security Documents.

ii.Confirmation of Obligations. (a) In accordance with Section 5.01(a)(v), each of the Issuers (other than Reynolds Issuer NZ) and each Senior Secured Note Guarantor hereby confirms that its obligations under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement and the Security Documents, as applicable, shall apply to the obligations of Reynolds Issuer NZ under the Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement and the Security Documents. The foregoing confirmation of obligations by each of the Issuers (other than Reynolds Issuer NZ) and each Senior Secured Note Guarantor shall be deemed to have occurred immediately prior to the redomiciliation of Reynolds Issuer NZ.

(b) In accordance with Section 5.01(a)(v), each of the Issuers and each Senior Secured Note Guarantor (other than BP I NZ) hereby confirms that its obligations under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement and the Security Documents, as applicable, shall apply to the obligations of BP I NZ under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement and the Security Documents. The foregoing confirmation of obligations by each of the Issuers and each Senior Secured Note Guarantor (other than BP I NZ) shall be deemed to have occurred immediately prior to the redomiciliation of BP I NZ.

iii.Succession. In accordance with, and to the extent required by, Section 5.01(a) of the Senior Secured Notes Indenture, upon the effectiveness of this Senior Secured Notes Supplemental Indenture, (a) Reynolds Issuer NZ will succeed to, and be substituted for, Reynolds Issuer Lux under the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement and the applicable Security Documents and (b) BP I NZ will succeed to, and be substituted for, BP I Lux under the applicable Senior Secured Note Guarantee, the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement and the applicable Security Documents. All references in the Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement and the applicable Security Documents to the Luxembourg Issuer shall be deemed to be references to Reynolds Issuer NZ, and all references therein to BP I shall be deemed to be references to BP I NZ.

iv.Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

v.Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

vi.Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representation. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representation as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

vii.Indemnity. (a) The Issuers and BP I NZ, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the entry into this Senior Secured Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture against the Issuers or BP I NZ (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I NZ, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure to so notify the Issuers shall not relieve any of the Issuers or BP I NZ executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and BP I NZ, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers and BP I NZ in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

viii.Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

ix.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

x.No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I NZ, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

xi.No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I NZ or any Issuer or any direct or indirect parent corporation will have any liability for any obligations of the Issuers or Senior Secured Note Guarantors under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws.

xii.Successors and Assigns. All covenants and agreements of the Issuers and BP I NZ in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

xiii.Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

xiv.Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers:

1900 West Field Court Lake Forest, IL 60045 Attention of Joseph E. Doyle

Group Legal Counsel
Fax: 847-482-4589 JDoyle@pactiv.com

If to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon
101 Barclay Street 7-E
New York, NY 10286
Attn: International Corporate Trust
Fax: (212) 815-5366
lesley.daley@bnymellon.com

If to the Additional Collateral Agent:

Wilmington Trust (London) Limited
Third Floor

1 King’s Arms Yard
London EC2R 7AF
Facsimile: +44 (0) 20 7397 3601

Attention: Chris Hurford

xv.Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

(1)

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS I LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Canada

EVERGREEN PACKAGING CANADA LIMITED
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

PACTIV CANADA INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

REYNOLDS CONSUMER PRODUCTS CANADA INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

New Zealand

BEVERAGE PACKAGING HOLDINGS III LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS V LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

New Zealand

CLOSURE SYSTEMS INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

EVERGREEN PACKAGING INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

REYNOLDS PACKAGING INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

New Zealand

BEVERAGE PACKAGING (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

REYNOLDS GROUP HOLDINGS LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

United States

BAKER’S CHOICE PRODUCTS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

BCP/GRAHAM HOLDINGS L.L.C.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

BLUE RIDGE HOLDING CORP.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BRPP, LLC. BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BLUE RIDGE PAPER PRODUCTS INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

United States

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC
By:
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Vice President and Secretary

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

CSI MEXICO LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CSI SALES & TECHNICAL SERVICES INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

EVERGREEN PACKAGING INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

GEC PACKAGING TECHNOLOGIES LLC
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Secretary

GPC HOLDINGS LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GPC OPCO GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GPC SUB GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING ACQUISITION CORP.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING COMPANY INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

GRAHAM PACKAGING COMPANY, L.P.
By: GPC OPCO GP L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING HOLDINGS COMPANY
By: BCP/Graham Holdings L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX COMPANY
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING PX HOLDING CORPORATION
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX, LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

PACTIV INTERNATIONAL HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV MANAGEMENT COMPANY LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

United States

PACTIV PACKAGING INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

PCA WEST INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

RENPAC HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary and Vice President

REYNOLDS CONSUMER PRODUCTS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

United States

REYNOLDS GROUP HOLDINGS INC.
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS MANUFACTURING, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS PRESTO PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS SERVICES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

SOUTHERN PLASTICS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

TRANS WESTERN POLYMERS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent

By:/s/ Nancy R. Johnson

Name: Nancy R. Johnson

Title: Vice President

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent

By:/s/ Sajada Afzal

Name: Sajada Afzal

Title: Authorised Signatory

EX-2.2.2

FORM OF SUPPLEMENTAL INDENTURE WITH RESPECT TO GUARANTOR ACCESSIONS TO THE 6.875% SENIOR SECURED NOTES DUE 2021

[●] SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “[●] Senior Secured Notes Supplemental Indenture”) dated as of [●] among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), the affiliates of the Issuers party hereto (the “Additional Senior Secured Note Guarantors”), The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and Wilmington Trust (London) Limited, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of February 1, 2011, as amended or supplemented (the “Senior Secured NotesIndenture”), in respect of the issuance of an aggregate principal amount of $1,000,000,000 of 6.875% Senior Secured Notes due 2021 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Secured Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment and the other obligations of the Issuers under the Senior Secured Notes and the Senior Secured Notes Indenture;

WHEREAS the Original Collateral Agent is the collateral agent with respect to the Collateral of the Additional Senior Secured Note Guarantors;

WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized (i) to amend the Senior Secured Notes Indenture to add a Senior Secured Note Guarantor with respect to any Senior Secured Note and (ii) to execute and deliver this [●] Senior Secured Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Additional Senior Secured Note Guarantors mutually covenant and agrees for the equal and ratable benefit of the Trustee and the Holders of the Senior Secured Notes as follows:

1. Agreement to Guarantee. The Additional Senior Secured Note Guarantors hereby agree jointly and severally with all other Additional Senior Secured Note Guarantors, to unconditionally guarantee the Issuers’ obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and to be bound by all other applicable provisions of the Senior Secured Notes Indenture.

2. Ratification of Senior Secured Notes Indenture; [●] Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Following the date hereof, all of the covenants set forth in Article IV of the Senior Secured Notes Indenture shall be deemed to have been applicable to the Additional Senior Secured Note Guarantors beginning as of the Issue Date as if the Additional Senior Secured Note Guarantors had been parties thereto on such date, and any action or inaction taken by the Additional Senior Secured Note Guarantors after the Issue Date and prior to the date hereof prohibited by the Senior Secured Notes Indenture, shall be deemed a Default by the Additional Senior Secured Note Guarantors, under the Senior Secured Notes Indenture as of the date hereof. This [●] Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law.THIS [●] SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this [●] Senior Secured Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this [●] Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This [●] Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this [●] Senior Secured Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of a Additional Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, this [●] Senior Secured Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for the guarantee of the obligations under the Senior Secured Notes and the Senior Secured Notes Indenture by the Additional Senior Secured Note Guarantors. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Secured Note Guarantors in this [●] Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this [●] Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

10. Severability. In case any one or more of the provisions contained in this [●] Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this [●] Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

11. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

if to any of the Issuers or any Additional Senior Secured Note Guarantor:

[●]

and

if to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:

[●]

and

if to the Additional Collateral Agent:

[●]

12. Amendments and Modification. This [●] Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

[Execution Blocks]

List of Substantially Similar Supplemental Indentures

1.	Eighth Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of August 9, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
2.	Tenth Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
3.	Twelfth Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of October 14, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.	Thirteenth Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of March 20, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
5.	Seventeenth Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
6.	Twenty-Second Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021, dated as of February 14, 2014, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
7.	Twenty-Third Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021, dated as of June 30, 2014, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as collateral additional agent
8..	Twenty-fifth Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of June 16, 2015, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
9.	Twenty-sixth Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of October 25, 2016, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
10.	Thirtieth Senior Secured Notes Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of November 21, 2017, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent

EX-2.2.7

EXECUTION VERSION

TWENTY-EIGHTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of June 30, 2017 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 148957 (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128592 (“BP I”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of February 1, 2011, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an original aggregate principal amount of $1,000,000,000 of 6.875% Senior Secured Notes due 2021 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS, on or prior to the date hereof, all of the equity interests in Beverage Packaging Holdings (Luxembourg) II S.A. (“BP II”) have been sold by Reynolds Group Holdings Limited to BP I;

WHEREAS it is intended that BP II shall be liquidated;

WHEREAS Section 5.01(a) of the Senior Secured Notes Indenture sets forth certain conditions to, among other things, the winding up by BP II into any other Person;

WHEREAS pursuant to Section 9.01(a)(iii) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized to execute and deliver this Senior Secured Notes Supplemental Indenture in order to comply with Article V of the Senior Secured Notes Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

i.Assumption of Obligations. Pursuant to Section 5.01(a)(ii) of the Senior Secured Notes Indenture, BP I hereby assumes all the obligations of BP II under the Senior Secured Notes Indenture, the Senior Secured Note Guarantee, the First Lien Intercreditor Agreement and the applicable Security Documents.

ii.Confirmation of Guarantee. Pursuant to Section 5.01(a)(v), each of the Issuers and each Senior Secured Note Guarantor hereby confirms that its obligations under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement and the Security Documents, as applicable, shall apply to the obligations of BP I under the Senior Secured Notes Indenture, the Senior Secured Notes and the Senior Secured Note Guarantees assumed hereunder.

iii.Release and Discharge of Obligations. Pursuant to Section 5.01(a) of the Senior Secured Notes Indenture, upon the effectiveness of this Supplemental Indenture, BP II is automatically released and discharged from its obligations under its Senior Secured Note Guarantee and the Senior Secured Notes Indenture.

iv.Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

v.Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

vi.Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representation. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representation as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

vii.Indemnity. (a) The Issuers and BP I, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the entry into this Senior Secured Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture against the Issuers or BP I (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers or BP I executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and BP I, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers and BP I in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

viii.Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

ix.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

x.No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

xi.No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation will have any liability for any obligations of the Issuers or Senior Secured Note Guarantors under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws.

xii.Successors and Assigns. All covenants and agreements of the Issuers and BP I in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

xiii.Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

xiv.Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers:

1900 West Field Court Lake Forest, IL 60045 Attention of Joseph E. Doyle

Group Legal Counsel
Fax: 847-482-4589 JDoyle@pactiv.com

If to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon
101 Barclay Street 7-E
New York, NY 10286
Attn: International Corporate Trust
Fax: (212) 815-5366
lesley.daley@bnymellon.com

If to the Additional Collateral Agent:

Wilmington Trust (London) Limited
Third Floor

1 King’s Arms Yard
London EC2R 7AF
Facsimile: +44 (0)20 7397 3601

Attention: Elaine Lockhart and Paul Barton

xv.Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

(1)

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Canada

EVERGREEN PACKAGING CANADA LIMITED
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

PACTIV CANADA INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

REYNOLDS CONSUMER PRODUCTS CANADA INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.135 and having a share capital of EUR 404,969,325
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 165957 and having a share capital of EUR 12,500
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A., a public limited liability company (société anonyme) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,603
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) VI S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,602 and with a share capital of EUR 55,012,500
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Luxembourg

EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6c, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 152.662 and having a share capital of EUR 12,500
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

The Netherlands

CLOSURE SYSTEMS INTERNATIONAL B.V.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

EVERGREEN PACKAGING INTERNATIONAL B.V.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

REYNOLDS PACKAGING INTERNATIONAL B.V.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

New Zealand

BEVERAGE PACKAGING (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

REYNOLDS GROUP HOLDINGS LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

United States

BAKER’S CHOICE PRODUCTS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

BCP/GRAHAM HOLDINGS L.L.C.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

BLUE RIDGE HOLDING CORP.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BRPP, LLC. BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BLUE RIDGE PAPER PRODUCTS INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

United States

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC
By:
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Vice President and Secretary

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

CSI MEXICO LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CSI SALES & TECHNICAL SERVICES INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

EVERGREEN PACKAGING INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

GEC PACKAGING TECHNOLOGIES LLC
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Secretary

GPC HOLDINGS LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GPC OPCO GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GPC SUB GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING ACQUISITION CORP.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING COMPANY INC.
By
	/s/ Mark Lightfoot
	Name: Mark Lightfoot
	Title: Secretary and Vice President

GRAHAM PACKAGING COMPANY, L.P.
By: GPC OPCO GP L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING HOLDINGS COMPANY
By: BCP/Graham Holdings L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX COMPANY
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING PX HOLDING CORPORATION
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX, LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

PACTIV INTERNATIONAL HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV MANAGEMENT COMPANY LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

United States

PACTIV PACKAGING INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

PCA WEST INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

RENPAC HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary and Vice President

REYNOLDS CONSUMER PRODUCTS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

United States

REYNOLDS GROUP HOLDINGS INC.
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS MANUFACTURING, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS PRESTO PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS SERVICES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

SOUTHERN PLASTICS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

TRANS WESTERN POLYMERS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent

By:/s/ Laurence J. O’Brien

Name: Laurence J. O’Brien

Title: Vice President

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent

By:/s/ Ekoue Kangni

Name: Ekoue Kangni

Title: Vice President

EX-2.2.8

EXECUTION VERSION

TWENTY-NINTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of October 31, 2017 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”), REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED, a New Zealand limited liability company (together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED, a New Zealand limited liability company, THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of February 1, 2011, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an original aggregate principal amount of $1,000,000,000 of 6.875% Senior Secured Notes due 2021 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS, in connection with certain internal reorganizations, (a) Reynolds Group Issuer (Luxembourg) S.A., a Luxembourg société anonyme (a public limited liability company) (“Reynolds Issuer Lux”), has been redomiciled in New Zealand, and will continue in existence, as Reynolds Group Issuer (New Zealand) Limited, a New Zealand limited liability company (“Reynolds Issuer NZ”) and (b) Beverage Packaging Holdings (Luxembourg) I S.A., a Luxembourg société anonyme (a public limited liability company) (“BP I Lux”), has been redomiciled in New Zealand, and will continue in existence, as Beverage Packaging Holdings I Limited, a New Zealand limited liability company (“BP I NZ”);

WHEREAS Section 5.01(a) of the Senior Secured Notes Indenture sets forth certain conditions to, among other things, the conversion of Reynolds Issuer Lux or BP I Lux into any Person; and

WHEREAS pursuant to Section 9.01(a)(iii) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I NZ and the Issuers are authorized to execute and deliver this Senior Secured Notes Supplemental Indenture in order to comply with Article V of the Senior Secured Notes Indenture.

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

i.Assumption of Obligations. In accordance with, and to the extent required by, Section 5.01(a)(ii) of the Senior Secured Notes Indenture, (a) Reynolds Issuer NZ hereby expressly assumes all of the obligations of Reynolds Issuer Lux under the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement and the applicable Security Documents and (b) BP I NZ hereby expressly assumes all of the obligations of BP I Lux under the Senior Secured Notes Indenture, the Senior Secured Note Guarantee, the First Lien Intercreditor Agreement and the applicable Security Documents.

ii.Confirmation of Obligations. (a) In accordance with Section 5.01(a)(v), each of the Issuers (other than Reynolds Issuer NZ) and each Senior Secured Note Guarantor hereby confirms that its obligations under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement and the Security Documents, as applicable, shall apply to the obligations of Reynolds Issuer NZ under the Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement and the Security Documents. The foregoing confirmation of obligations by each of the Issuers (other than Reynolds Issuer NZ) and each Senior Secured Note Guarantor shall be deemed to have occurred immediately prior to the redomiciliation of Reynolds Issuer NZ.

(b) In accordance with Section 5.01(a)(v), each of the Issuers and each Senior Secured Note Guarantor (other than BP I NZ) hereby confirms that its obligations under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement and the Security Documents, as applicable, shall apply to the obligations of BP I NZ under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement and the Security Documents. The foregoing confirmation of obligations by each of the Issuers and each Senior Secured Note Guarantor (other than BP I NZ) shall be deemed to have occurred immediately prior to the redomiciliation of BP I NZ.

iii.Succession. In accordance with, and to the extent required by, Section 5.01(a) of the Senior Secured Notes Indenture, upon the effectiveness of this Senior Secured Notes Supplemental Indenture, (a) Reynolds Issuer NZ will succeed to, and be substituted for, Reynolds Issuer Lux under the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement and the applicable Security Documents and (b) BP I NZ will succeed to, and be substituted for, BP I Lux under the applicable Senior Secured Note Guarantee, the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement and the applicable Security Documents. All references in the Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement and the applicable Security Documents to the Luxembourg Issuer shall be deemed to be references to Reynolds Issuer NZ, and all references therein to BP I shall be deemed to be references to BP I NZ.

iv.Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

v.Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

vi.Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representation. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representation as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

vii.Indemnity. (a) The Issuers and BP I NZ, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the entry into this Senior Secured Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture against the Issuers or BP I NZ (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I NZ, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure to so notify the Issuers shall not relieve any of the Issuers or BP I NZ executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and BP I NZ, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers and BP I NZ in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

viii.Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

ix.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

x.No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I NZ, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

xi.No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I NZ or any Issuer or any direct or indirect parent corporation will have any liability for any obligations of the Issuers or Senior Secured Note Guarantors under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws.

xii.Successors and Assigns. All covenants and agreements of the Issuers and BP I NZ in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

xiii.Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

xiv.Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers:

1900 West Field Court Lake Forest, IL 60045 Attention of Joseph E. Doyle

Group Legal Counsel
Fax: 847-482-4589 JDoyle@pactiv.com

If to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon
101 Barclay Street 7-E
New York, NY 10286
Attn: International Corporate Trust
Fax: (212) 815-5366
lesley.daley@bnymellon.com

If to the Additional Collateral Agent:

Wilmington Trust (London) Limited
Third Floor

1 King’s Arms Yard
London EC2R 7AF
Facsimile: +44 (0) 20 7397 3601

Attention: Chris Hurford

xv.Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

(1)

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS I LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE - FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

Canada

EVERGREEN PACKAGING CANADA LIMITED
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

PACTIV CANADA INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

REYNOLDS CONSUMER PRODUCTS CANADA INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

New Zealand

BEVERAGE PACKAGING HOLDINGS III LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS V LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

New Zealand

CLOSURE SYSTEMS INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

EVERGREEN PACKAGING INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

REYNOLDS PACKAGING INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

New Zealand

BEVERAGE PACKAGING (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

REYNOLDS GROUP HOLDINGS LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

United States

BAKER’S CHOICE PRODUCTS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

BCP/GRAHAM HOLDINGS L.L.C.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

BLUE RIDGE HOLDING CORP.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BRPP, LLC. BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

BLUE RIDGE PAPER PRODUCTS INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

United States

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC
By:
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Vice President and Secretary

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

CSI MEXICO LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CSI SALES & TECHNICAL SERVICES INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

EVERGREEN PACKAGING INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

GEC PACKAGING TECHNOLOGIES LLC
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Secretary

GPC HOLDINGS LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GPC OPCO GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GPC SUB GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

GRAHAM PACKAGING ACQUISITION CORP.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING COMPANY INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

GRAHAM PACKAGING COMPANY, L.P.
By: GPC OPCO GP L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING HOLDINGS COMPANY
By: BCP/Graham Holdings L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX COMPANY
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING PX HOLDING CORPORATION
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

GRAHAM PACKAGING PX, LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

PACTIV INTERNATIONAL HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV MANAGEMENT COMPANY LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

United States

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

PACTIV PACKAGING INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

PCA WEST INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

RENPAC HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary and Vice President

REYNOLDS CONSUMER PRODUCTS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

United States

REYNOLDS GROUP HOLDINGS INC.
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS MANUFACTURING, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS PRESTO PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS SERVICES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

SOUTHERN PLASTICS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

United States

TRANS WESTERN POLYMERS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent

By:/s/ Nancy R. Johnson

Name: Nancy R. Johnson

Title: Vice President

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent

By:/s/ Sajada Afzal

Name: Sajada Afzal

Title: Authorised Signatory

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE -
FEBRUARY 2011 SECURED NOTES INDENTURE – LUX-NZ MIGRATION]

EX-2.3.18

EXECUTION VERSION

SUPPLEMENT NO. 41 (this “Supplement”) dated as of October 25, 2016 to the Collateral Agreement dated as of November 5, 2009 (the “Collateral Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation (“RGHI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company (“RCPH”), PACTIV LLC, a Delaware limited liability company (“Pactiv”), EVERGREEN PACKAGING INC., a Delaware corporation (“Evergreen”), REYNOLDS CONSUMER PRODUCTS LLC, a Delaware limited liability company (“RCPL”), CLOSURE SYSTEMS INTERNATIONAL INC., a Delaware corporation (“CSII”), GRAHAM PACKAGING COMPANY INC., a Delaware corporation (“Graham”), CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC (“CSIH”), a Delaware limited liability company, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsibilité limitée) (the “Luxembourg Borrower” and, together with CSIH, CSII, RCPL, RGHI, RCPH, Pactiv, Evergreen and Graham, the “U.S. Borrowers”), and CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (together with the Luxembourg Borrower, the “European Borrowers” and, together with the U.S. Borrowers, the “Borrowers”), REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “U.S. Issuer”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), each Subsidiary of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto (each such Subsidiary, the Borrowers and the Issuers are referred to collectively herein as the “Grantors”) and THE BANK OF NEW YORK MELLON, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).

A. Reference is made to (a) the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, Holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”), (b) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2011 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2011 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (c) the Indenture dated as of September 28, 2012 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2012 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2012 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (d) the Indenture dated as of June 27, 2016 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2016 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2016 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (e) the First Lien Intercreditor Agreement dated as of November 5, 2009, as amended by Amendment No. 1 and Joinder Agreement dated as of January 21, 2010 (as further amended, novated, supplemented, restated or modified from time to time, the “First Lien Intercreditor Agreement”), among the Collateral Agent, the 2011 Indenture Trustee, the 2012 Indenture Trustee, the 2016 Indenture Trustee, the Administrative Agent and the Loan Parties party thereto.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms pursuant to the Collateral Agreement.

C. The Grantors have entered into the Collateral Agreement in order to induce the Secured Parties to extend credit to the Grantors pursuant to the Loan Documents.

D. Section 5.16 of the Collateral Agreement provides that additional Subsidiaries of Holdings may become Grantors under the Collateral Agreement by execution and delivery of an instrument in the form of Exhibit A to the Collateral Agreement. GEC Packaging Technologies LLC, a Delaware limited liability company (the “New U.S. Subsidiary”) is executing this Supplement in accordance with the requirements of the Collateral Agreement and the other Loan Documents to become a Grantor under the Collateral Agreement in order to induce the Secured Parties to extend additional credit and as consideration for credit previously extended, in each case, under the Loan Documents.

Accordingly, the Collateral Agent and the New U.S. Subsidiary agree as follows:

SECTION 1. In accordance with Section 5.16 of the Collateral Agreement, the New U.S. Subsidiary by its signature below becomes a U.S. Grantor under the Collateral Agreement with the same force and effect as if originally named therein as a U.S. Grantor and the New U.S. Subsidiary hereby (i) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a U.S. Grantor thereunder and (ii) represents and warrants that the representations and warranties made by it as a U.S. Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New U.S. Subsidiary, as security for the payment and performance in full of the Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New U.S. Subsidiary’s right, title and interest in and to the U.S. Grantor Pledged Collateral of the New U.S. Subsidiary to the extent provided in the Collateral Agreement. Each reference to a “Grantor” and “U.S. Grantor” in the Collateral Agreement shall be deemed to include the New U.S. Subsidiary. The Collateral Agreement is hereby incorporated herein by reference.

SECTION 2. The New U.S. Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New U.S. Subsidiary and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New U.S. Subsidiary hereby represents and warrants that (a) set forth on Schedules 1, 2(a), 2(b) and 5 through 12 attached hereto are true and correct schedules of the information, with respect to the New U.S. Subsidiary, required by the Perfection Certificate the form of which is attached as Exhibit B to the Collateral Agreement and (b) set forth in Schedule 2(a) hereto, is the true and correct legal name of the New U.S. Subsidiary, its form of organization and its jurisdiction of organization.

SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall (except as otherwise permitted by the Collateral Agreement) be in writing and given as provided pursuant to Section 5.01 of the Collateral Agreement.

SECTION 9. The New U.S. Subsidiary agrees to reimburse the Collateral Agent for its out-of-pocket expenses in connection with this Supplement, including the fees, other charges and disbursements of counsel for the Collateral Agent as provided in Section 5.06 of the Collateral Agreement, mutatismutandis.

IN WITNESS WHEREOF, the New U.S. Subsidiary and the Collateral Agent have duly executed this Supplement to the Collateral Agreement as of the day and year first above written.

GEC PACKAGING TECHNOLOGIES LLC
By:	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Secretary

THE BANK OF NEW YORK MELLON, as Collateral Agent
By
	/s/ Laurence J. O’Brien
	Name: Laurence J. O’Brien
	Title: Vice President

EX-2.3.19

Draft — November 13, 2017

SUPPLEMENT NO. 42 (this “Supplement”) dated as of [__], 2017 to the Collateral Agreement dated as of November 5, 2009 (the “Collateral Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation (“RGHI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company (“RCPH”), PACTIV LLC, a Delaware limited liability company (“Pactiv”), EVERGREEN PACKAGING INC., a Delaware corporation (“Evergreen”), REYNOLDS CONSUMER PRODUCTS LLC, a Delaware limited liability company (“RCPL”), CLOSURE SYSTEMS INTERNATIONAL INC., a Delaware corporation (“CSII”), GRAHAM PACKAGING COMPANY INC., a Delaware corporation (“Graham”), CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC (“CSIH”), a Delaware limited liability company, BEVERAGE PACKAGING HOLDINGS III LIMITED, a New Zealand limited liability company (f/k/a Beverage Packaging Holdings (Luxembourg) III S.à r.l.) (the “NZ Borrower” and, together with CSIH, CSII, RCPL, RGHI, RCPH, Pactiv, Evergreen and Graham, the “U.S. Borrowers”), and CLOSURE SYSTEMS INTERNATIONAL LIMITED, a New Zealand limited liability company (f/k/a Closure Systems International B.V.) (together with the NZ Borrower, the “Non-U.S. Borrowers” and, together with the U.S. Borrowers, the “Borrowers”), REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “U.S. Issuer”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), each Subsidiary of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto (each such Subsidiary, the Borrowers and the Issuers are referred to collectively herein as the “Grantors”) and THE BANK OF NEW YORK MELLON, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).

A. Reference is made to (a) the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, Holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, Cayman Islands Branch as administrative agent (in such capacity, the “Administrative Agent”), (b) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2011 6.875% Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (New Zealand) Limited (f/k/a Reynolds Group Issuer (Luxembourg) S.A.), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2011 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (c) the Indenture dated as of September 28, 2012 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2012 5.750% Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (New Zealand) Limited (f/k/a Reynolds Group Issuer (Luxembourg) S.A.), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2012 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (d) the Indenture dated as of June 27, 2016 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2016 5.125% and Floating Rate Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (New Zealand) Limited (f/k/a Reynolds Group Issuer (Luxembourg) S.A.), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2016 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (e) the First Lien Intercreditor Agreement dated as of November 5, 2009, as amended by Amendment No. 1 and Joinder Agreement dated as of January 21, 2010 (as further amended, novated, supplemented, restated or modified from time to time, the “First Lien Intercreditor Agreement”), among the Collateral Agent, the 2011 Indenture Trustee, the 2012 Indenture Trustee, the 2016 Indenture Trustee, the Administrative Agent and the Loan Parties party thereto.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms pursuant to the Collateral Agreement.

C. The Grantors have entered into the Collateral Agreement in order to induce the Secured Parties to extend credit to the Grantors pursuant to the Loan Documents.

D. Section 5.16 of the Collateral Agreement provides that additional Subsidiaries of Holdings may become Grantors under the Collateral Agreement by execution and delivery of an instrument in the form of Exhibit A to the Collateral Agreement. GPC US LLC, a Delaware limited liability company (the “New U.S. Subsidiary”) is executing this Supplement in accordance with the requirements of the Collateral Agreement and the other Loan Documents to become a Grantor under the Collateral Agreement in order to induce the Secured Parties to extend additional credit and as consideration for credit previously extended, in each case, under the Loan Documents.

Accordingly, the Collateral Agent and the New U.S. Subsidiary agree as follows:

SECTION 1. In accordance with Section 5.16 of the Collateral Agreement, the New U.S. Subsidiary by its signature below becomes a U.S. Grantor under the Collateral Agreement with the same force and effect as if originally named therein as a U.S. Grantor and the New U.S. Subsidiary hereby (i) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a U.S. Grantor thereunder and (ii) represents and warrants that the representations and warranties made by it as a U.S. Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New U.S. Subsidiary, as security for the payment and performance in full of the Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New U.S. Subsidiary’s right, title and interest in and to the U.S. Grantor Pledged Collateral of the New U.S. Subsidiary to the extent provided in the Collateral Agreement. Each reference to a “Grantor” and “U.S. Grantor” in the Collateral Agreement shall be deemed to include the New U.S. Subsidiary. The Collateral Agreement is hereby incorporated herein by reference.

SECTION 2. The New U.S. Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New U.S. Subsidiary and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New U.S. Subsidiary hereby represents and warrants that (a) set forth on Schedules 1, 2(a), 2(b) and 5 through 12 attached hereto are true and correct schedules of the information, with respect to the New U.S. Subsidiary, required by the Perfection Certificate the form of which is attached as Exhibit B to the Collateral Agreement and (b) set forth in Schedule 2(a) hereto, is the true and correct legal name of the New U.S. Subsidiary, its form of organization and its jurisdiction of organization.

SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall (except as otherwise permitted by the Collateral Agreement) be in writing and given as provided pursuant to Section 5.01 of the Collateral Agreement.

SECTION 9. The New U.S. Subsidiary agrees to reimburse the Collateral Agent for its out-of-pocket expenses in connection with this Supplement, including the fees, other charges and disbursements of counsel for the Collateral Agent as provided in Section 5.06 of the Collateral Agreement, mutatismutandis.

IN WITNESS WHEREOF, the New U.S. Subsidiary and the Collateral Agent have duly executed this Supplement to the Collateral Agreement as of the day and year first above written.

GPC US LLC
By:	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President and Assistant Secretary

THE BANK OF NEW YORK MELLON, as Collateral Agent
By
	/s/ Laurence J. O’Brien
	Name: Laurence J. O’Brien
	Title: Vice President

EX-2.4.4

To: The Bank of New York Mellon and Wilmington Trust (London) Limited, as Collateral Agents, and each Representative under the First Lien Intercreditor Agreement (in each case, as such terms are defined below)

JOINDER (this “Joinder”) dated as of June 27, 2016 to the First Lien Intercreditor Agreement dated as of November 5, 2009 as amended by Amendment No. 1 and Joinder Agreement dated as of January 21, 2010 (as further amended or supplemented from time to time, the “First Lien Intercreditor Agreement”), among THE BANK OF NEW YORK MELLON AND WILMINGTON TRUST (LONDON) LIMITED, as collateral agents for the Secured Parties (in such capacity and together with their respective successors in such capacity, the “Collateral Agents”), CREDIT SUISSE AG, as Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), THE BANK OF NEW YORK MELLON, as Representative (together with its successors in such capacity, the “2010 Senior Secured Notes Trustee”) under that certain Indenture, dated as of October 15, 2010, among Escrow Issuers (as defined therein), the Bank of New York Mellon and Wilmington Trust (London) Limited, THE BANK OF NEW YORK MELLON, as Representative (together with its successors in such capacity, the “February 2011 Senior Secured Notes Trustee”) under that certain Indenture, dated as of February 1, 2011, among Issuers (as defined therein), the Bank of New York Mellon and Wilmington Trust (London) Limited, THE BANK OF NEW YORK MELLON, as Representative (together with its successors in such capacity, the “August 2011 Senior Secured Notes Trustee”) under that certain Indenture, dated as of August 9, 2011, among Escrow Issuers (as defined therein), the Bank of New York Mellon and Wilmington Trust (London) Limited, THE BANK OF NEW YORK MELLON, as Representative (together with its successors in such capacity, the “2012 Senior Secured Notes Trustee”) under that certain Indenture, dated as of September 28, 2012, among Issuers (as defined therein), The Bank of New York Mellon and Wilmington Trust (London) Limited, each GRANTOR party thereto (the “Grantors”) and each additional Representative from time to time party thereto for the Additional Secured Parties of the Series with respect to which it is acting in such capacity.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Intercreditor Agreement.

B. The Collateral Agents, the Administrative Agent, the 2010 Senior Secured Notes Trustee, the February 2011 Senior Secured Notes Trustee, the August 2011 Senior Secured Notes Trustee, the 2012 Senior Secured Notes Trustee, the Grantors from time to time party thereto and each additional Representative from time to time party thereto have entered into the First Lien Intercreditor Agreement and pursuant to clause (ii) of Section 5.02(c) of the First Lien Intercreditor Agreement in order to create a Series of Additional Obligations, the undersigned Representative (the “New Representative”) is executing this Joinder as Representative on behalf of the Series of Secured Parties it represents with respect to such Additional Obligations under the First Lien Intercreditor Agreement.

C. Pursuant to the terms of the First Lien Intercreditor Agreement, the Grantors have entered into an Additional Agreement under which the Grantors have incurred Additional Obligations. Such Additional Agreement is the Indenture dated as of June 27, 2016 (as supplemented by the Supplemental Indentures (as defined below), the “New Senior Secured Notes Indenture”) relating to the issuance of (i) $1,350 million aggregate principal amount of 5.125% senior secured notes due 2023, and (ii) $750 million aggregate principal amount of floating rate senior secured notes due 2021, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) S.A. (together, the “Issuers”), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent, collateral agent and calculation agent and Wilmington Trust (London) Limited, as additional collateral agent.

D. Pursuant to the terms of the New Senior Secured Notes Indenture and the Security Documents (as defined therein), the Secured Obligations (as defined therein) are secured by the Collateral, and immediately following the effectiveness of this Joinder, shall constitute Additional Obligations under the First Lien Intercreditor Agreement. In connection with the execution of this Joinder, Holdings has on or prior to the date hereof delivered a certificate signed by a Responsible Officer of Holdings as required under Section 5.02(c)(i) of the First Lien Intercreditor Agreement.

E. In consideration of the mutual agreements contained in the First Lien Intercreditor Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the New Representative, on behalf of the Series of Secured Parties it represents, hereby agrees as follows.

SECTION 1. In accordance with the First Lien Intercreditor Agreement, the New Representative by its signature below becomes a Representative under the First Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Representative and the New Representative hereby agrees to all the terms and provisions of the First Lien Intercreditor Agreement applicable to it as a Representative thereunder. Each reference to a “Representative” in the First Lien Intercreditor Agreement shall be deemed to include the New Representative. The First Lien Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Representative represents and warrants to the Collateral Agents, each other Representative and the Secured Parties that this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally (regardless of whether enforcement is considered in a proceeding at law or in equity) and subject to general principles of equity.

SECTION 3. This Joinder shall become effective when the Collateral Agents shall have received a counterpart of this Joinder that bears the signature of the New Representative. Delivery of an executed signature page to this Joinder by facsimile transmission or e-mail shall be effective as delivery of a manually signed counterpart of this Joinder.

SECTION 4. Except as expressly supplemented hereby, the First Lien Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Any provision of this Joinder held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder and under the First Lien Intercreditor Agreement to the New Representative shall be given to it at its address set forth below, or to such other address as such New Representative may hereafter specify.

SECTION 8. The New Representative agrees to reimburse the Collateral Agents for their respective reasonable out-of-pocket expenses in connection with this Joinder, including the fees, other charges and disbursements of counsel for the Collateral Agents.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the New Representative has duly executed this Joinder to the First Lien Intercreditor Agreement as of the day and year first above written.

THE BANK OF NEW YORK MELLON, as

Trustee under the New Senior Secured Notes

Indenture

By: /s/ Laurence J. O’Brien

Name: Laurence J. O’Brien

Title: Vice President

EX-2.5.2

EXECUTION VERSION

COPYRIGHT SECURITY AGREEMENT dated as of August 17, 2017 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S Grantors”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings LLC, Reynolds Group Issuer LLC (the “U.S. Co-Issuer”), Reynolds Group Issuer Inc. (together with the U.S. Co-Issuer, the “U.S. Issuers”), the Subsidiaries of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent, (b) the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016, as amended by Amendment No. 11 dated as of October 4, 2016, the Incremental Assumption Agreement dated as of October 7, 2016, and by the Incremental Assumption Agreement dated February 7, 2017 (as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers (as defined therein) (the “Borrowers”), Holdings, the other Guarantors (as defined therein) (together with Holdings, the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “February 2011 Senior Secured Notes Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A. (together with the U.S. Issuers, the “Issuers”), the guarantors from time to time party thereto, The Bank of New York Mellon (the “BNYM”), as trustee, principal paying agent, registrar and transfer agent and The Bank of New York Mellon, London Branch (the “BNYM London”), as paying agent, (d) the Indenture dated as of September 28, 2012 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “September 2012 Senior Secured Notes Indenture”), among the Issuers, the guarantors from time to time party thereto, BNYM as trustee, principal paying agent, registrar, transfer agent and collateral agent, BNYM London as paying agent and Wilmington Trust (London) Limited, as additional collateral agent (the “Additional Collateral Agent”), and (e) the Indenture dated as of June 27, 2016 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “June 2016 Senior Secured Notes Indenture”), among the Issuers, the guarantors from time to time party thereto, BNYM, as trustee, principal paying agent, transfer agent, collateral agent, registrar and calculation agent and the Additional Collateral Agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The Senior Secured Note Holders have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the February 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture and the June 2016 Senior Secured Notes Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. Each U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of such U.S. Grantor’s right, title or interest in, to and under all of the Copyrights of such U.S. Grantor (including those listed on Schedule II hereto) now owned or at any time hereafter acquired by such U.S. Grantor or in which such U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Copyright Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the Copyrights are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

REYNOLDS CONSUMER PRODUCTS LLC,
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS PRESTO PRODUCTS INC.,
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

THE BANK OF NEW YORK MELLON, as Collateral Agent,
By
	/s/ Lesley Daley
	Name: Lesley Daley
	Title: Vice President

Schedule I

U.S. Grantors

Reynolds Consumer Products LLC

Reynolds Presto Products Inc.

Schedule II

Copyrights

Registered Owner	Title	Reg. No.
Reynolds Consumer Products LLC	HEFTY ZOO PALS BLUE WHALE PLATE	VA0001210369
Reynolds Consumer Products LLC	SHAKEN DROPPED STACKED	VA0001811619
Reynolds Presto Products Inc.	Channel Protection System	VA0001742600
Reynolds Presto Products Inc.	Geoweb Cellular Confinement Systems Product Catalog	VA0001784847
Reynolds Presto Products Inc.	Geoweb Channel Protection Application Overview	VA0001788336
Reynolds Presto Products Inc.	Geoweb Channel Protection System Installation Guideline	VA0001778443
Reynolds Presto Products Inc.	GEOWEB Channel Protection System Product Specification CSI-Format	VA0001784417
Reynolds Presto Products Inc.	GEOWEB Channel Protection System Technical Overview	VA0001784410
Reynolds Presto Products Inc.	GEOWEB Channel Protection System Technical Overview	VA0001784420
Reynolds Presto Products Inc.	GEOWEB Earth Retention Application Overview	VA0001784423
Reynolds Presto Products Inc.	GEOWEB Earth Retention System Product Specification CSI-Format	VA0001788333
Reynolds Presto Products Inc.	GEOWEB Earth Retention System Technical Overview	VA0001784412
Reynolds Presto Products Inc.	GEOWEB Load Support Application Overview	VA0001784424
Reynolds Presto Products Inc.	GEOWEB Load Support System Product Specification CSI-Format	VA0001784425
Reynolds Presto Products Inc.	GEOWEB Load Support System Technical Overview	VA0001784413
Reynolds Presto Products Inc.	GEOWEB Slope and Shoreline Protection Application Overview	VA0001784941
Reynolds Presto Products Inc.	GEOWEB Slope Protection System Product Specification CSI-Format	VA0001784936
Reynolds Presto Products Inc.	GEOWEB Slope Protection System Technical Overview	VA0001784414
Reynolds Presto Products Inc.	GEOWEB Soil Stabilization System Material Specification	VA0001784934
Reynolds Presto Products Inc.	Perforated Geoweb System Performance & Material Specification Summary	VA0001784935
Reynolds Presto Products Inc.	Porous Pavement Systems: Geoblock, GeoPave, Geoweb Product Catalog	VA0001788341
Reynolds Presto Products Inc.	Slope Protection System	VA0001742599

[[NYCORP:3667127v2:4438D:07/21/2017--02:24 PM]]

EX-2.6.10

EXECUTION VERSION

PATENT SECURITY AGREEMENT dated as of April 9, 2013 (this “Agreement”), between Spirit Foodservice, Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Pactiv LLC (f/k/a Pactiv Corporation) (“Pactiv”), Reynolds Consumer Products Holdings LLC (f/k/a Reynolds Consumer Products Holdings Inc.) (the “U.S. Term Borrower” and, together with RGHI and Pactiv, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries (as defined in the Credit Agreement) of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent (as defined therein), (b) the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Notes Indenture”) among RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow (Luxembourg) I S.A. (the “Escrow Issuers”), The Bank of New York Mellon as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent, (d) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “February 2011 Senior Secured Notes Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (e) the Indenture dated as of August 9, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “August 2011 Senior Secured Notes Indenture”) among RGHL US Escrow II LLC, RGHL US Escrow II Inc., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (f) the Indenture dated as of September 28, 2012 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2012 Senior Secured Notes Indenture”) among the Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the guarantors party thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral Agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited, as additional collateral agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The 2010 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2010 Senior Secured Notes Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2010 Senior Secured Notes Indenture. The February 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the February 2011 Senior Secured Notes Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the February 2011 Senior Secured Notes Indenture. The August 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the August 2011 Senior Secured Notes Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the August 2011 Senior Secured Notes Indenture. The 2012 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2012 Senior Secured Notes Indenture) have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the 2012 Senior Secured Notes Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. The U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of the U.S. Grantor’s right, title or interest in, to and under all of the Patents of the U.S. Grantor (including those listed on Schedule I hereto) now owned or at any time hereafter acquired by the U.S. Grantor or in which the U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Patents are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

SECTION 6.    Governing Law.    THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[Remainder of this page intentionally left blank]

(a)

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

SPIRIT FOODSERVICE, INC.
By
	Name:
	Title:

THE BANK OF NEW YORK MELLON, as Collateral Agent
By
	Name: Catherine F. Donohue
	Title: Vice President

Schedule I

U.S. Patent Applications

Patent Application No.	Application Date
13-247,427	9/28/2011

23863070v4

EX-2.6.12

EXECUTION VERSION

PATENT SECURITY AGREEMENT dated as of August 17, 2017 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S Grantors”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings LLC, Reynolds Group Issuer LLC (the “U.S. Co-Issuer”), Reynolds Group Issuer Inc. (together with the U.S. Co-Issuer, the “U.S. Issuers”), the Subsidiaries of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent, (b) the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016, as amended by Amendment No. 11 dated as of October 4, 2016, the Incremental Assumption Agreement dated as of October 7, 2016, and by the Incremental Assumption Agreement dated February 7, 2017 (as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers (as defined therein) (the “Borrowers”), Holdings, the other Guarantors (as defined therein) (together with Holdings, the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “February 2011 Senior Secured Notes Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A. (together with the U.S. Issuers, the “Issuers”), the guarantors from time to time party thereto, The Bank of New York Mellon (the “BNYM”), as trustee, principal paying agent, registrar and transfer agent and The Bank of New York Mellon, London Branch (the “BNYM London”), as paying agent, (d) the Indenture dated as of September 28, 2012 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “September 2012 Senior Secured Notes Indenture”), among the Issuers, the guarantors from time to time party thereto, BNYM as trustee, principal paying agent, registrar, transfer agent and collateral agent, BNYM London as paying agent and Wilmington Trust (London) Limited, as additional collateral agent (the “Additional Collateral Agent”), and (e) the Indenture dated as of June 27, 2016 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “June 2016 Senior Secured Notes Indenture”), among the Issuers, the guarantors from time to time party thereto, BNYM, as trustee, principal paying agent, transfer agent, collateral agent, registrar and calculation agent and the Additional Collateral Agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The Senior Secured Note Holders have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the February 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture and the June 2016 Senior Secured Notes Indenture. The parties hereto agree as follows:

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

2

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. Each U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of such U.S. Grantor’s right, title or interest in, to and under all of the Patents of such U.S. Grantor (including those listed on Schedule II hereto) now owned or at any time hereafter acquired by such U.S. Grantor or in which such U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the Patents are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

(a)

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CLOSURE SYSTEMS INTERNATIONAL INC.,
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

EVERGREEN PACKAGING INC.,
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

GRAHAM PACKAGING COMPANY, L.P.,
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PET TECHNOLOGIES INC.,
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

PACTIV LLC,
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

[Signature Page to Patent Security Agreement]

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

PACTIV PACKAGING INC.,
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

REYNOLDS CONSUMER PRODUCTS LLC,
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS PRESTO PRODUCTS INC.,
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

[Signature Page to Patent Security Agreement]

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

THE BANK OF NEW YORK MELLON, as Collateral Agent,
By
	/s/ Lesley Daley
	Name: Lesley Daley
	Title: Vice President

[Signature Page to Patent Security Agreement]

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

Schedule I

U.S. Grantors

Closure Systems International Inc.

Evergreen Packaging Inc.

Graham Packaging Company, L.P.

Graham Packaging PET Technologies Inc.

Pactiv LLC

Pactiv Packaging Inc.

Reynolds Consumer Products LLC

Reynolds Presto Products Inc.

SECTION 1.02.

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

Schedule II

Patents

Current Owner	Case Type	Country	Appl. No.	Patent No.
Closure Systems International Inc.		United States	15/023060
Closure Systems International Inc.		United States	15/287496
Closure Systems International Inc.		United States	62/438589
Closure Systems International Inc.		United States	15/188753
Closure Systems International Inc.		PCT	PCT/US2016/021940
Closure Systems International Inc.	Design	United States	29/155253	D465731
Closure Systems International Inc.	Design	United States	29/312269	D606401
Closure Systems International Inc.	Utility	United States	13/369437	8220225
Closure Systems International Inc.	Utility	United States	13/980646
Closure Systems International Inc.	Utility	United States	11/257537	7299946
Closure Systems International Inc.	Utility	United States	13/539692	9085395
Closure Systems International Inc.	Utility	United States	13/037061	8763830
Closure Systems International Inc.	Utility	United States	13/037087
Closure Systems International Inc.	Utility	United States	13/581229	9289926
Closure Systems International Inc.	Utility	United States	12/757628	8622281
Closure Systems International Inc.	Utility	United States	12/934916	8807360
Closure Systems International Inc.	Utility	United States	12/745188	8453866
Closure Systems International Inc.	Design	United States	29/291127	D580264
Closure Systems International Inc.	Utility	United States	11/509523	7556163
Closure Systems International Inc.	Utility	United States	14/541972
Closure Systems International Inc.	Utility	United States	13/523495	8695821
Closure Systems International Inc.	Utility	United States	13/947882

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

1002570599v8

Closure Systems International Inc.	Utility	United States	13/735668	9254942
Closure Systems International Inc.	Utility	United States	13/906525	9126726
Closure Systems International Inc.	Utility	United States	15/188753
Closure Systems International Inc.	Utility	United States	14/596442	9290308
Closure Systems International Inc.	Design	United States	29/563418
Closure Systems International Inc.	Utility	PCT	PCT/US2015/016136
Closure Systems International Inc.	Utility	PCT	PCT/US15/011302
Closure Systems International Inc.	Utility	PCT	PCT/US2014/056760
Evergreen Packaging, Inc.		United States	62/329227
Evergreen Packaging, Inc.		United States	62/296657
Evergreen Packaging, Inc.		United States	62/296663
Evergreen Packaging Inc.	Utility	United States	13/550483	9309041
Evergreen Packaging Inc.	Design	United States	29/370051	D635016
Evergreen Packaging Inc.	Design	United States	29/336676	D616739
Evergreen Packaging Inc.	Design	United States	29/338699	D629294
Evergreen Packaging Inc.	Utility	United States	13/068990	8883278
Evergreen Packaging Inc.	Design	United States	29/422146	D682689
Evergreen Packaging Inc.	Design	United States	29/422170	D690195
Evergreen Packaging Inc.	Utility	United States	13/896806
Evergreen Packaging Inc.	Utility	United States	14/146416
Evergreen Packaging Inc.	Utility	PCT	PCT/US13/41599
Graham Packaging Company, L.P.		United States	12/104895	9302839
Graham Packaging Company, L.P.		United States	29/588733
Graham Packaging Company, L.P.		United States	62/440267
Graham Packaging Company, L.P.		United States	15/341908

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

1002570599v8

Graham Packaging Company, L.P.		United States	15/349326
Graham Packaging Company, L.P.		United States	62/415365
Graham Packaging Company, L.P.	Utility	United States	14/744856
Graham Packaging Company, L.P.	Utility	United States	13/407131	8671653
Graham Packaging Company, L.P.	Utility	United States	13/770824	9522749
Graham Packaging Company, L.P.	Utility	United States	14/255622
Graham Packaging Company, L.P.	Utility	United States	13/453981	8747727
Graham Packaging Company, L.P.	Utility	United States	13/453993
Graham Packaging Company, L.P.	Utility	United States	14/813576	9475600
Graham Packaging Company, L.P.	Utility	United States	13/488886	9120590
Graham Packaging Company, L.P.	Utility	United States	10/770875	6984119
Graham Packaging Company, L.P.	Utility	United States	09/589139	6355204
Graham Packaging Company, L.P.	Utility	United States	14/846452
Graham Packaging Company, L.P.	Utility	United States	14/535677
Graham Packaging Company, L.P.	Utility	United States	13/450872	8429880
Graham Packaging Company, L.P.	Utility	United States	13/750733
Graham Packaging Company, L.P.	Utility	United States	13/836957	9242756
Graham Packaging Company, L.P.	Utility	United States	14/253914	9527239
Graham Packaging Company, L.P.	Utility	United States	14/824904
Graham Packaging Company, L.P.	Utility	United States	13/483249	8783505
Graham Packaging Company, L.P.	Utility	United States	14/846432
Graham Packaging Company, L.P.	Utility	United States	13/651649	9327443
Graham Packaging Company, L.P.	Utility	United States	13/468755	8646646
Graham Packaging Company, L.P.	Utility	United States	14/571654
Graham Packaging Company, L.P.	Utility	United States	14/945949

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

1002570599v8

Graham Packaging Company, L.P.	Utility	United States	14/159933	8985362
Graham Packaging Company, L.P.	Utility	United States	13/476436
Graham Packaging Company, L.P.	Utility	United States	14/937272
Graham Packaging Company, L.P.	Utility	United States	13/590889	9259862
Graham Packaging Company, L.P.	Design	United States	29/486063	D770289
Graham Packaging Company, L.P.	Utility	United States	13/494201	8881629
Graham Packaging Company, L.P.	Utility	United States	13/410902	8991441
Graham Packaging Company, L.P.	Design	United States	29/495608	D766722
Graham Packaging Company, L.P.	Design	United States	29/416190	D703541
Graham Packaging Company, L.P.	Design	United States	29/414745	D720992
Graham Packaging Company, L.P.	Utility	United States	13/799880	9068113
Graham Packaging Company, L.P.	Design	United States	29/422135	D696947
Graham Packaging Company, L.P.	Design	United States	29/415876	D732968
Graham Packaging Company, L.P.	Design	United States	29/415807	D732967
Graham Packaging Company, L.P.	Utility	United States	13/423151
Graham Packaging Company, L.P.	Design	United States	29/422592	D696119
Graham Packaging Company, L.P.	Design	United States	29/432532	D691481
Graham Packaging Company, L.P.	Design	United States	29/432876	D709769
Graham Packaging Company, L.P.	Utility	United States	13/951966	8802207
Graham Packaging Company, L.P.	Utility	United States	15/005134
Graham Packaging Company, L.P.	Utility	United States	13/841566	9254937
Graham Packaging Company, L.P.	Design	United States	29/428999	D697406
Graham Packaging Company, L.P.	Utility	United States	14/553618
Graham Packaging Company, L.P.	Design	United States	29/431005	D708066
Graham Packaging Company, L.P.	Utility	United States	14/703602	9346212

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

1002570599v8

Graham Packaging Company, L.P.		United States	13/036722	9511890
Graham Packaging Company, L.P.		United States	12/866810	9511533
Graham Packaging Company, L.P.	Utility	United States	15/135336
Graham Packaging Company, L.P.	Utility	United States	13/841745	9022776
Graham Packaging Company, L.P.	Utility	United States	14/260670	8998025
Graham Packaging Company, L.P.	Utility	United States	13/797659	8739994
Graham Packaging Company, L.P.	Utility	United States	13/778815	9181036
Graham Packaging Company, L.P.	Utility	United States	14/838901
Graham Packaging Company, L.P.	Utility	United States	13/799985	9149975
Graham Packaging Company, L.P.	Utility	United States	14/164353
Graham Packaging Company, L.P.	Utility	United States	15/048312
Graham Packaging Company, L.P.	Utility	United States	14/176891	9296539
Graham Packaging Company, L.P.	Utility	United States	14/455255
Graham Packaging Company, L.P.	Utility	United States	14/976581
Graham Packaging Company, L.P.	Utility	United States	13/948718
Graham Packaging Company, L.P.	Utility	United States	13/948690	9038848
Graham Packaging Company, L.P.	Utility	United States	14/538298
Graham Packaging Company, L.P.	Design	United States	29/476149	D752443
Graham Packaging Company, L.P.	Design	United States	29/476151	D752444
Graham Packaging Company, L.P.	Utility	United States	14/157050	9447321
Graham Packaging Company, L.P.	Design	United States	29/478478	D760086
Graham Packaging Company, L.P.	Design	United States	29/487039	D746689
Graham Packaging Company, L.P.	Design	United States	29/484035	D746687
Graham Packaging Company, L.P.	Design	United States	29/484031	D746686
Graham Packaging Company, L.P.	Design	United States	29/484038	D746688

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

1002570599v8

Graham Packaging Company, L.P.	Utility	United States	14/717204
Graham Packaging Company, L.P.	Utility	United States	14/973514
Graham Packaging Company, L.P.	Design	United States	29/492243	D767401
Graham Packaging Company, L.P.	Design	United States	29/492255	D758875
Graham Packaging Company, L.P.	Design	United States	29/492249	D747971
Graham Packaging Company, L.P.	Design	United States	29/504441	D764307
Graham Packaging Company, L.P.	Design	United States	29/553948	D770293
Graham Packaging Company, L.P.	Design	United States	29/506260	D751915
Graham Packaging Company, L.P.	Design	United States	29/506434	D757561
Graham Packaging Company, L.P.	Design	United States	29/506438	D758194
Graham Packaging Company, L.P.	Design	United States	29/506267	D770290
Graham Packaging Company, L.P.	Design	United States	29/506264	D762480
Graham Packaging Company, L.P.	Design	United States	29/509244	D773935
Graham Packaging Company, L.P.	Utility	United States	14/861481
Graham Packaging Company, L.P.	Utility	United States	15/088977
Graham Packaging Company, L.P.	Utility	United States	15/009117
Graham Packaging Company, L.P.	Design	United States	29/523572	D769724
Graham Packaging Company, L.P.	Utility	United States	29/523573
Graham Packaging Company, L.P.	Design	United States	29/524417	D767998
Graham Packaging Company, L.P.	Design	United States	29/524420	D767999
Graham Packaging Company, L.P.	Design	United States	29/545793
Graham Packaging Company, L.P.	Utility	United States	14/798253
Graham Packaging Company, L.P.	Design	United States	29/538043
Graham Packaging Company, L.P.	Design	United States	29/538038
Graham Packaging Company, L.P.	Design	United States	29/538052

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

1002570599v8

Graham Packaging Company, L.P.	Design	United States	29/538048
Graham Packaging Company, L.P.	Design	United States	29/538030	D772717
Graham Packaging Company, L.P.	Design	United States	29/538023
Graham Packaging Company, L.P.	Design	United States	29/534605
Graham Packaging Company, L.P.	Utility	United States	13/562546
Graham Packaging Company, L.P.	Utility	United States	12/308081	8528304
Graham Packaging Company, L.P.	Utility	United States	14/677480
Graham Packaging Company, L.P.	Design	United States	29/433055	D691052
Graham Packaging Company, L.P.	Utility	United States	14/889379
Graham Packaging Company, L.P.	Provisional	United States	62/243574
Graham Packaging Company, L.P.	Design	United States	29/534602
Graham Packaging Company, L.P.	Design	United States	29/548960
Graham Packaging Company, L.P.	Design	United States	29/548963
Graham Packaging Company, L.P.	Provisional	United States	62/325256
Graham Packaging Company, L.P.	Provisional	United States	62/345383
Graham Packaging Company, L.P.	Design	United States	29/547836
Graham Packaging Company, L.P.	Design	United States	29/547835
Graham Packaging Company, L.P.		PCT	PCT/US2016/015346
Graham Packaging Company, L.P.	Utility	PCT	PCT/US05/08374
Graham Packaging Company, L.P.	Utility	PCT	PCT/US2016/025651
Graham Packaging Company, L.P.	Utility	PCT	PCT/US14/068530
Graham Packaging Company, L.P.	Utility	PCT	PCT/US15/067013
Graham Packaging Company, L.P.	Utility	PCT	PCT/US2015/049310
Graham Packaging Company, L.P.	Utility	PCT	PCT/US2015/010832
Graham Packaging Company, L.P.	Utility	PCT	PCT/US2015/057543

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

1002570599v8

Graham Packaging Company, L.P.	Utility	PCT	PCT/US15/066677
Graham Packaging Company, L.P.	Utility	PCT	PCT/US2015/058287
Graham Packaging Company, L.P.	Utility	PCT	PCT/US16/025651
Graham Packaging Company, L.P.	Utility	PCT	PCT/US2016/015346
Graham Packaging PET Technologies Inc.		United States	15/284622
Graham Packaging PET Technologies Inc.	Utility	United States	13/896683	9481485
Pactiv LLC		United States	15/347192
Pactiv LLC		United States	15/211592
Pactiv LLC		United States	62/437649
Pactiv LLC	Utility	United States	13/617329	8598244
Pactiv LLC	Utility	United States	14/196716	9453090
Pactiv LLC	Utility	United States	13/617200	8703835
Pactiv LLC	Utility	United States	12/889078	8317050
Pactiv LLC	Utility	United States	12/869359	8087147
Pactiv LLC	Utility	United States	13/331584	8622208
Pactiv LLC	Utility	United States	12/870042	7918016
Pactiv LLC	Utility	United States	12/973682	8439215
Pactiv LLC	Utility	United States	14/452180
Pactiv LLC	Design	United States	29/380840	D637489
Pactiv LLC	Design	United States	29/380836	D638704
Pactiv LLC	Design	United States	29/379515	D653536
Pactiv LLC	Design	United States	29/387753	D655567
Pactiv LLC	Utility	United States	13/156143	8720689
Pactiv LLC	Utility	United States	09/420287	6346318
Pactiv LLC	Utility	United States	11/688803	8679605

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

1002570599v8

Pactiv LLC	Utility	United States	13/449632
Pactiv LLC	Design	United States	29/412696	D686914
Pactiv LLC	Design	United States	29/412698	D686915
Pactiv LLC	Design	United States	29/412700	D673451
Pactiv LLC	Utility	United States	14/973427
Pactiv LLC	Utility	United States	13/481415	9242769
Pactiv LLC	Utility	United States	13/887081	9266660
Pactiv LLC	Design	United States	29/451069	D714101
Pactiv LLC	Utility	United States	14/080363
Pactiv LLC	Utility	United States	13/815754	9090375
Pactiv LLC	Utility	United States	10/934400	7766169
Pactiv LLC	Utility	United States	12/628242	7775364
Pactiv LLC	Utility	United States	12/726634	8640872
Pactiv LLC	Design	United States	29/435345	D694126
Pactiv LLC	Utility	United States	14/805752
Pactiv LLC	Utility	United States	14/742777
Pactiv LLC	Utility	United States	14/747031
Pactiv LLC	Utility	United States	90/011597
Pactiv LLC	Utility	United States	90/011596
Pactiv LLC	Utility	United States	13/349395	8613368
Pactiv LLC	Utility	PCT	PCT/US15/031775
Pactiv Packaging Inc.	Utility	United States	12/910458	8523000
Pactiv Packaging Inc.	Utility	United States	14/485593
Pactiv Packaging Inc.	Utility	United States	12/916171	8168108
Pactiv Packaging Inc.	Utility	United States	13/301214	8851315

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

1002570599v8

Pactiv Packaging Inc.	Utility	United States	13/438051	8919591
Pactiv Packaging Inc.	Utility	United States	11/987429	7631800
Pactiv Packaging Inc.	Utility	United States	12/458035	8113379
Pactiv Packaging Inc.	Utility	United States	13/240537	8584884
Pactiv Packaging Inc.	Utility	United States	13/269374	8733622
Pactiv Packaging Inc.	Utility	United States	13/109936	8955738
Reynolds Consumer Products LLC		United States	29/574598
Reynolds Consumer Products LLC	Utility	United States	13/396248	8927078
Reynolds Consumer Products LLC	Utility	United States	13/165514	8087826
Reynolds Consumer Products LLC	Utility	United States	13/078335	8684260
Reynolds Consumer Products LLC	Utility	United States	14/997220
Reynolds Consumer Products LLC	Design	United States	29/391887	D655573
Reynolds Consumer Products LLC	Design	United States	29/391890	D655574
Reynolds Consumer Products LLC	Design	United States	29/399144	D658074
Reynolds Consumer Products LLC	Utility	United States	13/590514	9315300
Reynolds Consumer Products LLC	Design	United States	29/425579	D691815
Reynolds Consumer Products LLC	Design	United States	29/425580	D691816
Reynolds Consumer Products LLC	Design	United States	29/425585	D690117
Reynolds Consumer Products LLC	Utility	United States	14/197964
Reynolds Consumer Products LLC	Utility	United States	14/933437
Reynolds Consumer Products LLC	Utility	United States	13/841054	9187215
Reynolds Consumer Products LLC	Utility	United States	13/839044	8882349
Reynolds Consumer Products LLC	Utility	United States	13/839496	9510651
Reynolds Consumer Products LLC	Design	United States	29/448284	D725915
Reynolds Consumer Products LLC	Design	United States	29/448286	D728245

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

1002570599v8

Reynolds Consumer Products LLC	Design	United States	29/448287	D725916
Reynolds Consumer Products LLC	Design	United States	29/468859
Reynolds Consumer Products LLC	Design	United States	29/468861
Reynolds Consumer Products LLC	Utility	United States	10/619314	7112764
Reynolds Consumer Products LLC	Design	United States	29/486134
Reynolds Consumer Products LLC	Design	United States	29/486130	D756668
Reynolds Consumer Products LLC	Design	United States	29/486123	D756665
Reynolds Consumer Products LLC	Design	United States	29/495641	D742695
Reynolds Consumer Products LLC	Design	United States	29/495634	D743207
Reynolds Consumer Products LLC	Design	United States	29/495626	D743206
Reynolds Consumer Products LLC	Design	United States	29/531974	D772013
Reynolds Consumer Products LLC	Design	United States	29/505645
Reynolds Consumer Products LLC	Design	United States	29/567128
Reynolds Consumer Products LLC	Design	United States	29/567132
Reynolds Consumer Products LLC	Utility	United States	13/296621	922509
Reynolds Consumer Products LLC		United States	12/461177	9237752
Reynolds Consumer Products LLC	Utility	United States	14/097849
Reynolds Presto Products Inc.		United States	15/015918
Reynolds Presto Products Inc.		United States	29/580866
Reynolds Presto Products Inc.		United States	15/225502	9554628
Reynolds Presto Products Inc.	Utility	United States	12/322144	8752356
Reynolds Presto Products Inc.	Utility	United States	12/910487
Reynolds Presto Products Inc.	Utility	United States	09/007926	6036364
Reynolds Presto Products Inc.	Utility	United States	09/853636	6544658
Reynolds Presto Products Inc.	Utility	United States	10/142815	6696511

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

1002570599v8

Reynolds Presto Products Inc.	Utility	United States	09/576886	6423417
Reynolds Presto Products Inc.	Utility	United States	12/277399	7758243
Reynolds Presto Products Inc.	Utility	United States	12/181546	7828242
Reynolds Presto Products Inc.	Utility	United States	12/061036	7699765
Reynolds Presto Products Inc.	Utility	United States	12/793252
Reynolds Presto Products Inc.	Utility	United States	13/290732	8398046
Reynolds Presto Products Inc.	Utility	United States	12/017851	7896306
Reynolds Presto Products Inc.	Utility	United States	12/017833	7544010
Reynolds Presto Products Inc.	Utility	United States	12/618817
Reynolds Presto Products Inc.	Utility	United States	13/341471	8459903
Reynolds Presto Products Inc.	Utility	United States	12/268084	8092122
Reynolds Presto Products Inc.	Utility	United States	13/162085	8820036
Reynolds Presto Products Inc.	Utility	United States	14/164947	8967918
Reynolds Presto Products Inc.	Utility	United States	13/069954	8651771
Reynolds Presto Products Inc.	Utility	United States	13/240437
Reynolds Presto Products Inc.	Design	United States	29/402308	D682116
Reynolds Presto Products Inc.	Design	United States	29/402299	D677578
Reynolds Presto Products Inc.	Design	United States	29/402290	D677568
Reynolds Presto Products Inc.	Design	United States	29/402293	D677159
Reynolds Presto Products Inc.	Design	United States	29/510197	D750280
Reynolds Presto Products Inc.	Design	United States	29/550981
Reynolds Presto Products Inc.	Design	United States	29/448410	D721824
Reynolds Presto Products Inc.	Utility	United States	15/015918
Reynolds Presto Products Inc.	Utility	United States	14/205552	9284097
Reynolds Presto Products Inc.	Utility	United States	15/094244

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

1002570599v8

Reynolds Presto Products Inc.	Utility	United States	14/208223	9321560
Reynolds Presto Products Inc.	Utility	United States	14/202704
Reynolds Presto Products Inc.	Utility	United States	14/202585
Reynolds Presto Products Inc.	Utility	United States	14/208261
Reynolds Presto Products Inc.	Utility	United States	13/837085	9156593
Reynolds Presto Products Inc.	Utility	United States	13/746531	8827597
Reynolds Presto Products Inc.	Design	United States	29/516595
Reynolds Presto Products Inc.	Design	United States	29/443714	D731266
Reynolds Presto Products Inc.	Utility	United States	14/247835	9505531
Reynolds Presto Products Inc.	Utility	United States	13/796144	9206559
Reynolds Presto Products Inc.	Utility	United States	12/966547	8448413

[[NYCORP:3642712v5:4438D:07/21/2017--02:23 PM]]

1002570599v8

EX-2.6.13

EXECUTION VERSION

PATENT SECURITY AGREEMENT dated as of August 17, 2017 (this “Agreement”), among Pactiv Canada Inc. (the “Company”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Canadian General Security Agreement dated as of November 16, 2010 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), between Pactiv Canada Inc. and the Collateral Agent, (b) the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016, as amended by Amendment No. 11 dated as of October 4, 2016, the Incremental Assumption Agreement dated as of October 7, 2016, and by the Incremental Assumption Agreement dated February 7, 2017 (as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers (as defined therein) (the “Borrowers”), Reynolds Group Holdings Limited (“Holdings”), the other Guarantors (as defined therein) (together with Holdings, the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “February 2011 Senior Secured Notes Indenture”), among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. (collectively, the “Issuers”), the guarantors from time to time party thereto, The Bank of New York Mellon (the “BNYM”), as trustee, principal paying agent, registrar and transfer agent and The Bank of New York Mellon, London Branch (the “BNYM London”), as paying agent, (d) the Indenture dated as of September 28, 2012 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “September 2012 Senior Secured Notes Indenture”), among the Issuers, the guarantors from time to time party thereto, BNYM as trustee, principal paying agent, registrar, transfer agent and collateral agent, BNYM London as paying agent and Wilmington Trust (London) Limited, as additional collateral agent (the “Additional Collateral Agent”), and (e) the Indenture dated as of June 27, 2016 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “June 2016 Senior Secured Notes Indenture”), among the Issuers, the guarantors from time to time party thereto, BNYM, as trustee, principal paying agent, transfer agent, collateral agent, registrar and calculation agent and the Additional Collateral Agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The Senior Secured Note Holders have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the February 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture and the June 2016 Senior Secured Notes Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 3 of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. The Company hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of such Company’s right, title or interest in, to and under all of the Patents listed on Schedule I hereto.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The Company hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Patents are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

(a)

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

PACTIV CANADA INC.,
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

THE BANK OF NEW YORK MELLON, as Collateral Agent,
By
	/s/ Lesley Daley
	Name: Lesley Daley
	Title: Vice President

Schedule I

Patents

Current Owner	Case Type	Country	Appl. No.	Patent No.
Pactiv Canada Inc.	Utility	United States	11/320843	7686181
Pactiv Canada Inc.	Utility	United States	11/747956	8863955
Pactiv Canada Inc.	Utility	United States	14/202987	9266665
Pactiv Canada Inc.	Utility	United States	12/637092	8695803
Pactiv Canada Inc.	Utility	United States	12/637108	8844721
Pactiv Canada Inc.	Utility	United States	13/677830
Pactiv Canada Inc.	Utility	United States	29/435344	D732401
Pactiv Canada Inc.	Utility	United States	13/677792

[[NYCORP:3643103v4:4438D:07/21/2017--02:26 PM]]

EX-2.6.2

EXECUTION COPY

PATENT SECURITY AGREEMENT dated as of September 1, 2010 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S. Grantors”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Reynolds Consumer Products Holdings Inc. (the “U.S. Term Borrower” and, together with RGHI, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent, (b) the Credit Agreement dated as of November 5, 2009 as amended by Amendment No. 1 dated as of January 1, 2010, and as amended by Amendment No. 2 and Incremental Term Loan Assumption Agreement dated as of May 4, 2010 (as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, and (c) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Senior Secured Note Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A., the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The Senior Secured Note Holders have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the Senior Note Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. Each U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of such U.S. Grantor’s right, title or interest in, to and under all of the Patents of such U.S. Grantor (including those listed on Schedule II hereto) now owned or at any time hereafter acquired by such U.S. Grantor or in which such U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the Patents are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

(a)

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

REYNOLDS PACKAGING LLC
By
	Name: Helen Golding
	Title: Assistant Secretary

REYNOLDS FOOD PACKAGING LLC
By
	Name: Helen Golding
	Title: Assistant Secretary

ULTRA PAC, INC.
By
	Name: Helen Golding
	Title: Assistant Secretary

THE BANK OF NEW YORK MELLON, as Collateral Agent
By
	Name: Catherine F. Donohue
	Title: Vice President

Schedule I

U.S. Grantors

Reynolds Packaging LLC
Reynolds Food Packaging LLC
Ultra Pac, Inc.

SECTION 1.02.

Schedule II

Patents

REYNOLDS PACKAGING LLC

U.S. Patents

Title	Type	Serial No.	Patent No.
Multi-layer Water Blocking Cable Armor Laminate Containing Water Swelling Fabrics and Method of Making Such	U	11/092,260	7,522,794
Multi-layer Water Blocking Cable Armor Laminate Containing Water Swelling Fabrics and Associated Methods of Manufacture	U	11/491,045	7,555,182
**Lidstock Material Having Improved Burst Strength	U	10/388,001	7,404,994
Aluminum Alloys for Armored Cables	U	11/411,242	7,536,072
NO TEAR PHARMACEUTICAL POUCH	U	10/666,190	6,936,318
SEAMING PLASTIC FILM USING SOLVENT-BASED ADHESIVE BEAD	U	10/349,649	6,902,639
Peelable and Heat Sealable Lidstock Material for Plastic Containers	U	08/476,524	5,626,929

REYNOLDS FOOD PACKAGING LLC

U.S. Patents

Title	Type	Serial No.	Patent No.
Locking Structure for Hinged Container	U	10/966,726	7,284,673

ULTRA PAC, INC.

U.S. Patents

Title	Type	Serial No.	Patent No.
EASY OPEN PACKAGE	U	08/341,768	5,704,481
Egg Container	D	29/038,527	D-371,961
Egg Carton	D	29/040,185	D385,780
Base For Angel Food Cakes	D	29/042,365	D371,964
Clamshell Package For Cored Pineapple Fruit	D	29/021,944	D361,714
Shrimp Package With Hinged Lid	D	29/029,304	D364,090
Fruit Container	D	29/025,761	D-360,825
Fruit Container	D	29/040,985	D-379,300
Fruit Container	D	29/050,266	D-380,381
Fruit Container	D	29/052,442	D-385,784
Clamshell Container For Food Items	U	08/382,977	5,497,894
Clamshell Container For Food Items	D	29/034,458	D-365,272
Container for Herbs	D	29/030,361	D-363,022
Bread Tray	D	29/028,296	D-361,514
Blueberry Container	D	29/029,338	D-363,879
BERRY BOX	D	29/024,458	D-361,035
BERRY BOX	D	29/014,482	D-361,036
Stackable Berry Container with Hinged Lid	D	29/045,260	D-377,450
Stackable Berry Container with Hinged Lid	D	29/045,297	D-378,192
Cake Container	D	29/048,590	D-374,820
Food Container (2 Serving)	D	29/070,002	D-395,985
Food Container (4 Serving)	D	29/069,948	D-395,796
Food Container	D	29/041,784	D-371,940
Food Container	D	29/044,128	D-376,314
Fruit Box	U	08/193,433	5,590,805
Food Package With Hinged Lid	D	29/014,051	D-351,999
Food Package With Hinged Lid	D	29/014,058	D-354,436
Food Package With Hinged Lid	D	29/014,055	D-354,435
SANDWICH CONTAINER	D	29/009,434	D-349,050
LUNCH BOX	D	29/009,749	D-349,633
PASTRY PACKAGE	D	29/012,160	D-352,454
FRUIT CLAMSHELL CONTAINER	D	29/005,991	D-346,552
STORAGE AND DISPLAY CONTAINER FOR FOOD	D	29/005,651	D-346,554
TRAY FOR BAKED GOODS	D	29/004,349	D-345,894
CONTAINER FOR BAKED FOOD PRODUCTS	D	29/004,352	D-345,912
SNACK FOOD CONTAINER WITH LID	D	07/919,122	D-344,660
BERRY BOX	D	29/024,458	D-361,035
BERRY BOX	D	29/014,482	D-361,036
Chicken Container	D	29/073,173	D-394,807
Pie Container	D	29/073,780	D-391,850
Vegetable Container	D	29/084,690	D-421,695

23257627v1

EX-2.6.4

EXECUTION COPY

PATENT SECURITY AGREEMENT dated as of January 12, 2011 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S. Grantors”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Reynolds Consumer Products Holdings Inc. (the “U.S. Term Borrower” and, together with RGHI, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries (as defined in the Credit Agreement) of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent (as defined therein), (b) the Credit Agreement dated as of November 5, 2009 as amended by Amendment No. 1 dated as of January 1, 2010, as amended by Amendment No. 2 and Incremental Term Loan Assumption Agreement dated as of May 4, 2010 and as amended by Amendment No. 3 and Incremental Term Loan Assumption Agreement dated as of September 30, 2010 (as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, (c) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2009 Senior Secured Note Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A., the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, and (d) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Note Indenture”) among RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow (Luxembourg) I S.A. (the “Escrow Issuers”), The Bank of New York Mellon as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The 2009 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2009 Senior Secured Note Indenture) have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the 2009 Senior Secured Note Indenture. The 2010 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2010 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2010 Senior Secured Note Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. Each U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of such U.S. Grantor’s right, title or interest in, to and under all of the Patents of such U.S. Grantor (including those listed on Schedule II hereto) now owned or at any time hereafter acquired by such U.S. Grantor or in which such U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the Patents are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

(a)

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

PACTIV CORPORATION
By
	Name:
	Title:

NEWSPRING INDUSTRIAL CORP.
By
	Name:
	Title:

PRAIRIE PACKAGING, INC.
By
	Name:
	Title:

PWP INDUSTRIES, INC.
By
	Name:
	Title:

THE BANK OF NEW YORK MELLON, as Collateral Agent
By
	Name:
	Title:

Schedule I

U.S. Grantors

Pactiv CorporationNewspring Industrial Corp.Prairie Packaging, Inc.
PWP Industries, Inc.

SECTION 1.02.

Schedule II

Patents

PACTIV CORPORATION

U.S. Patent Applications

Status

Pactiv Ref. No.

Country

Case Type

Rel Type

Appl. No.

Appl. Date

Pub. No.

Pat. No.

Grant Date

Exp. Date

Title

Current Recorded Owner

Filed

02004US-UTCON01

US

Utility

Continuation

12/763478

20-Apr-10

US20100209021

POLYMERIC BAGS WITH PRESSURE RELIEF VALVES

Pactiv Corporation

Filed

02006US-UTCIP05

US

Utility

Continuation-In-Part

11/680170

28-Feb-07

20070208094

REDUCED-VOC AND NON-VOC BLOWING AGENTS FOR MAKING EXPANDED AND EXTRUDED THERMOPLASTIC FOAMS

Pactiv Corporation

Filed

02010USORG01

US

Utility

Original Filing

11/056642

11-Feb-05

20060180490

SELF-CONTAINED MERCHANDISING CONTAINER DISPLAY

Pactiv Corporation

Filed

02014USORG01

US

Utility

Original Filing

11/247060

11-Oct-05

20060108254

METHODS OF REDUCING THE STACKING HEIGHT OF CONTAINERS, LIDS, AND BASES

Pactiv Corporation

Filed

02017US-UTORG02

US

Utility

Original Filing

12/066593

5-Sep-08

US20090286023

POLYMER FILMS WITH TREATED FILLERS AND IMPROVED PROPERTIES AND PRODUCTS AND METHODS OF USING SAME

Pactiv Corporation

Filed

02024USORG01

US

Utility

Original Filing

11/272373

9-Nov-05

20060118453

CUP CADDY

Pactiv Corporation

Filed

02026USORG01

US

Utility

Original Filing

11/613642

20-Dec-06

20070193000

RECLOSABLE FASTENER WITH SLIDER FOR HIGH-PRESSURE PROCESSING

Pactiv Corporation

Filed

02040USORG01

US

Utility

Original Filing

11/098044

1-Apr-05

20060219594

NESTABLE LID FOR PACKAGING SYSTEMS

Pactiv Corporation

Filed

02042USORG01

US

Utility

Original Filing

11/528830

28-Sep-06

20070172554

MODULAR CONTAINER ASSEMBLY AND MERCHANDIZING CONTAINER DISPLAY

Pactiv Corporation

Filed

02066USORG01

US

Utility

Original Filing

11/333739

17-Jan-06

20070164019

CONTAINERS AND INTERLOCKING CONTAINER ASSEMBLIES

Pactiv Corporation

Filed

02068US-UTORG01

US

Utility

Original Filing

11/559653

14-Nov-06

20070178197

CONTAINER HAVING INTERNAL RESERVOIR

Pactiv Corporation

Filed

02068US-UTORG02

US

Utility

Original Filing

12/514564

4-Aug-09

US20100212827

METHOD OF FORMING A CONTAINER HAVING AN INTERNAL RESERVOIR

Pactiv Corporation

Filed

02073US-UTORG01

US

Utility

Original Filing

11/677371

21-Feb-07

20070213416

EXPANDED AND EXTRUDED POLYOLEFIN FOAMS MADE WITH METHYL FORMATE-BASED BLOWING AGENTS

Pactiv Corporation

Filed

02075US-UTORG01

US

Utility

Original Filing

11/758412

5-Jun-07

20080089618

SLIDER BAG WITH HANDLE BELOW THE ZIPPER TRACK

Pactiv Corporation

Filed

02076US-DSDIV01

US

Design

Division

29/367141

3-Aug-10

SLIDER BAG WITH HANDLE AT THE TOP

Pactiv Corporation

Filed

02084US-UTORG01

US

Utility

Original Filing

11/894228

20-Aug-07

20080041860

THREE-LAYERED CONTAINERS AND METHODS OF MAKING THE SAME

Pactiv Corporation

Filed

02085US-UTORG01

US

Utility

Original Filing

11/837318

10-Aug-07

20080034690

UNDERLAYMENT WITH IMPROVED DRAINAGE

Pactiv Corporation

Filed

02089US-UTORG01

US

Utility

Original Filing

11/985102

14-Nov-07

20080121681

THREE-LAYERED CONTAINERS AND METHODS OF MAKING THE SAME

Pactiv Corporation

Filed

02090US-UTORG01

US

Utility

Original Filing

11/975878

27-Oct-07

20080098693

METHOD OF FORMING A SLIDER RECLOSURE SEGMENT

Pactiv Corporation

Filed

02090US-UTDIV01

US

Utility

Division

12/322144

29-Jan-09

20090142008

METHOD OF FORMING A SLIDER RECLOSURE SEGMENT

Pactiv Corporation

Filed

02093US-UTORG01

US

Utility

Original Filing

11/955034

12-Dec-07

20080146686

EXPANDED AND EXTRUDED BIODEGRADABLE AND REDUCED EMISSION FOAMS MADE WITH METHYL FORMATE-BASED AGENTS

Pactiv Corporation

Filed

02107US-UTORG01

US

Utility

Original Filing

11/854418

12-Sep-07

20090067760

BAGS HAVING ODOR MANAGEMENT CAPABILITIES

Pactiv Corporation

Filed

02110US-UTORG01

US

Utility

Original Filing

11/957102

14-Dec-07

US20090155508

ENCAPSULATED ACTIVATED CARBON AND THE PREPARATION THEREOF

Pactiv Corporation

Filed

02111US-UTORG01

US

Utility

Original Filing

12/070396

19-Feb-08

20090206090

MULTI-PIECE COMPARTMENTED CONTAINER WITH VENTING

Pactiv Corporation

Filed

02112US-UTORG01

US

Utility

Original Filing

12/052523

20-Mar-08

FOOD STORAGE BAG VACUUM PUMP

Pactiv Corporation

Filed

02114US-UTCON01

US

Accelerated Examination

Continuation

12/364038

2-Feb-09

20090123728

POLYMER BLENDS OF BIODEGRADABLE OR BIO-BASED AND SYNTHETIC POLYMERS AND FOAMS THEREOF

Pactiv Corporation

Filed

02114US-UTORG01

US

Utility

Original Filing

12/048467

14-Mar-08

US20090234035

POLYMER BLENDS OF BIODEGRADABLE OR BIO-BASED AND SYNTHETIC POLYMERS AND FOAMS THEREOF

Pactiv Corporation

Filed

02123US-UTORG01

US

Utility

Original Filing

12/399752

6-Mar-09

TAMPER EVIDENT CONTAINER WITH PULL TAB

Pactiv Corporation

Filed

02124US-DSDIV01

US

Design

Division

29/367936

16-Aug-10

CONTAINER

Pactiv Corporation

Filed

02124US-DSORG01

US

Design

Original Filing

29/337145

15-May-09

CONTAINER

Pactiv Corporation

Filed

02124US-UTORG01

US

Utility

Original Filing

12/536971

6-Aug-09

CONTAINER WITH STACKING FEATURES

Pactiv Corporation

Filed

02125US-UTCON01

US

Accelerated Examination

Continuation

12/759610

13-Apr-10

CONVERTIBLE CONTAINER AND PLATE

Pactiv Corporation

Filed

02125US-UTCIP01

US

Utility

Continuation-In-Part

12/491002

24-Jun-09

CONVERTIBLE CONTAINER AND PLATE

Pactiv Corporation

Filed

02125US-UTORG01

US

Utility

Original Filing

12/435327

4-May-09

CONVERTIBLE CONTAINER AND PLATE

Pactiv Corporation

Filed

02126US-UTORG01

US

Utility

Original Filing

12/410359

24-Mar-09

BLANK FOR CONTAINER HAVING A ROLLED RIM, AND METHOD OF MAKING THE SAME

Pactiv Corporation

Filed

02139US-DSORG01

US

Design

Original Filing

29/337728

28-May-09

CUP

Pactiv Corporation

Filed

02140US-UTORG01

US

Utility

Original Filing

12/610003

30-Oct-09

MULTILAYER STRETCHY DRAWSTRING

Pactiv Corporation

Filed

02143US-UTORG01

US

Utility

Original Filing

12/691405

21-Jan-10

COMPOSITE ROOFING BOARDS AND METHODS FOR INSTALLING A COMPOSITE ROOFING BOARD

Pactiv Corporation

Filed

02144US-UTORG01

US

Utility

Original Filing

12/717728

4-Mar-10

APPARATUS AND METHOD FOR MANUFACTURING REINFORCED CONTAINERS

Pactiv Corporation

Filed

02145US-DSORG01

US

Design

Original Filing

29/360419

26-Apr-10

TOP OF A PAN LID

Pactiv Corporation

Filed

02146US-DSORG01

US

Design

Original Filing

29/360869

30-Apr-10

SIDEWALL FOR A CUP

Pactiv Corporation

Filed

02223US-DSORG01

US

Design

Original Filing

29/360429

26-Apr-10

BOTTOM OF A PAN

Pactiv Corporation

Filed

02225US-DSORG01

US

Design

Original Filing

29/360868

30-Apr-10

SIDEWALL FOR A CUP

Pactiv Corporation

Filed

02227US-PRORG01

US

Provisional Filing

Original Filing

61/358770

25-Jun-10

25-Jun-11

SLIDER TRACK WITH IMPROVED SEAL STRENGHT

Pactiv Corporation

Filed

02229US-DSORG01

US

Design

Original Filing

29/369212

3-Sep-10

TRASH BAG

Pactiv Corporation

Filed

02230US-DSORG01

US

Design

Original Filing

29/369211

3-Sep-10

TRASH BAG

Pactiv Corporation

Filed

47097-00015USREI01

US

Reissue Patent

Original Filing

10/652572

29-Aug-03

ZIPPER AND ZIPPER ARRANGEMENTS AND METHODS OF MANUFACTURING THE SAME

Pactiv Corporation

Filed

47097-00026US-RXORG01

US

Re-Examination

Original Filing

90/011128

2-Aug-10

Re-examination of MODIFIED ATMOSPHERE PACKAGE filed by Multisorb

Pactiv Corporation

Filed

47097-00125US-RXORG01

US

Re-Examination

Original Filing

90/010976

4-May-10

3-Apr-16

Ex Parte Reexamination of MODIFIED ATMOSPHERE PACKAGE FOR CUT OF RAW MEAT

Pactiv Corporation

Filed

47097-00958USPR

US

Reissue Patent

Original Filing

10/616733

10-Jul-03

VENTED CONTAINER WITH HANDLES AND EMBOSSMENT

Pactiv Corporation

Filed

47097-01034US-UTDIV01

US

Utility

Division

12/057892

28-Mar-08

20080173623

LASER CUTOFF STACKER ASSEMBLY

Pactiv Corporation

Filed

47097-01079US-UTCON02

US

Utility

Continuation

11/760642

8-Jun-07

20070228052

BASE FOR FOOD CONTAINERS

Pactiv Corporation

Filed

47097-01082US-UTDIV06

US

Utility

Division

12/834519

12-Jul-10

A METHOD OF PERFORMING UNIT OPERATIONS ON A WEB WITH ATTACHED ZIPPER

Pactiv Corporation

Filed

47097-01101US-UTDIV01

US

Utility

Division

12/021671

29-Jan-08

20080214375

TRASH BAGS WITH NARROWING SEALS TO FACILITATE GRIPPING

Pactiv Corporation

Filed

47097-01111US-UTDIV03

US

Utility

Division

12/649080

29-Dec-09

20100101055

RECLOSEABLE FASTENERS OR ZIPPERS FOR USE WITH POLYMERIC BAGS

Pactiv Corporation

Filed

47097-01113USCIP03

US

Utility

Continuation-In-Part

11/312208

19-Dec-05

20060110080

PACKAGES AND STRUCTURES WITH SELECTIVE DOSING OF ACTIVE AGENT

Pactiv Corporation

Filed

47097-01118US-UTDIV02

US

Utility

Division

12/683901

7-Jan-10

20100111450

ULTRASONIC END STOPS ON ZIPPER CLOSURE BAGS AND METHODS FOR MAKING SAME

Pactiv Corporation

Filed

47097-01120US-UTDIV01

US

Utility

Division

12/013886

14-Jan-08

20080105572

RECLOSABLE PACKAGE HAVING AN ACCESSIBLE ZIPPER AND A METHOD FOR MAKING THE SAME

Pactiv Corporation

Filed

47097-01126USCIP02

US

Utility

Continuation-In-Part

11/056678

11-Feb-05

20050189350

CONTAINER ASSEMBLIES WITH RELEASABLE LOCKING FEATURE

Pactiv Corporation

Filed

47097-01244USPT

US

Utility

Original Filing

10/818422

5-Apr-04

20050000332

PROCESS AND APPARATUS FOR TRIMMING POLYMERIC PARTS

Pactiv Corporation

Filed

47097-01245USPT

US

Utility

Original Filing

10/840728

6-May-04

20050247708

CLOSURE FOR A FOOD CONTAINER AND METHOD FOR USING THE SAME

Pactiv Corporation

Filed

47097-01249USPT

US

Utility

Original Filing

10/775601

10-Feb-04

20050175805

FIBER-REINFORCED FILM PROCESSES AND FILMS

Pactiv Corporation

Filed

47097-01251US-UTCON01

US

Utility

Continuation

11/508135

21-Aug-06

20080042311

METHOD OF FORMING A POLYMERIC FOAM CONTAINER

Pactiv Corporation

Filed

47097-01262US-UTCON01

US

Utility

Continuation

12/257891

24-Oct-08

20090044384

END TERMINATION FOR RECLOSABLE FASTENER AND METHOD OF MAKING SAME

Pactiv Corporation

Filed

47097-01290USPT

US

Utility

Original Filing

10/411633

11-Apr-03

20040200076

THEMED EATING UTENSIL

Pactiv Corporation

Filed

47099-00124USCIP02

US

Utility

Continuation-In-Part

11/367066

3-Mar-06

20060211321

PROTECTIVE DRAINAGE WRAPS

Pactiv Corporation

Filed

47099-00124USCIP04

US

Utility

Continuation-In-Part

11/415583

2-May-06

20060194494

PROTECTIVE DRAINAGE WRAPS

Pactiv Corporation

Filed

47099-00124USCON01

US

Utility

Continuation

11/212357

26-Aug-05

20050287338

PROTECTIVE DRAINAGE WRAPS

Pactiv Corporation

NEWSPRING INDUSTRIAL CORP.

U.S. Patent Applications

Status

Pactiv Ref. No.

Country

Case Type

Rel Type

Appl. No.

Appl. Date

Pub. No.

Pat. No.

Grant Date

Exp. Date

Title

Current Recorded Owner

Filed

02118US-UTORG01

US

Utility

Original Filing

12/251144

14-Oct-08

TAMPER-EVIDENT CONTAINER AND LID ASSEMBLY

Newspring

PRAIRIE PACKAGING, INC.

U.S. Patent Applications

Status

Pactiv Ref. No.

Country

Case Type

Rel Type

Appl. No.

Appl. Date

Pub. No.

Pat. No.

Grant Date

Exp. Date

Title

Current Recorded Owner

Filed

02100US-UTCIP01

US

Utility

Continuation-In-Part

11/559257

13-Nov-06

20070095832

DISPOSABLE CUP LID

Prairie Packaging

Filed

02101US-UTORG01

US

Utility

Original Filing

11/305617

15-Dec-05

20060281618

REINFORCED PLASTIC FOAM CUP AND METHOD OF AND APPARATUS FOR MANUFACTURING SAME

Prairie Packaging

Filed

02101US-UTCIP01

US

Utility

Continuation-In-Part

11/470938

7-Sep-06

20070107187

REINFORCED PLASTIC FOAM CUP AND METHOD OF AND APPARATUS FOR MANUFACTURING SAME

Prairie Packaging

Filed

02101US-UTCON01

US

Utility

Continuation

12/642405

18-Dec-09

US20100160129

REINFORCED FOAM CUP, METHOD OF AND APPARATUS FOR MANUFACTURING SAME

Prairie Packaging

PWP INDUSTRIES, INC.

U.S. Patent Applications

Status

Pactiv Ref. No.

Country

Case Type

Rel Type

Appl. No.

Appl. Date

Pub. No.

Pat. No.

Grant Date

Exp. Date

Title

Current Recorded Owner

Filed

02150US-UTORG01

US

Utility

Original Filing

10/645893

18-Aug-03

CAKE CONTAINER COVER-BASE CONNECTION

PWP Industries

Filed

02150US-UTCIP02

US

Utility

Continuation-In-Part

11/998582

30-Nov-07

20080105681

FAST CLOSING-TWIST TOP OPENING PACKAGING SYSTEM

PWP Industries

Filed

02150US-UTCIP04

US

Utility

Continuation-In-Part

12/328686

4-Dec-08

20090145908

SMART DISPENSER PACKAGING SYSTEM

PWP Industries

Filed

02150US-UTCIP05

US

Utility

Continuation-In-Part

12/658032

1-Feb-10

US20100176129

ENHANCED CONTAINER SYSTEM

PWP Industries

Filed

02152US-UTDIV01

US

Utility

Division

12/321254

20-Jan-09

20090223619

EDGE-TEARING TAMPER-EVIDENT CONTAINER

PWP Industries

Filed

02152US-UTCIP02

US

Utility

Continuation-In-Part

12/371888

16-Feb-09

HANGABLE TAMPER RESISTANT PACKAGING SYSTEM

PWP Industries

Filed

02153US-UTORG01

US

Utility

Original Filing

11/173302

30-Jun-05

20070000922

INSERTABLE COMPARTMENTALIZED PACKAGING CONTAINER

PWP Industries

Filed

02154US-UTORG01

US

Utility

Original Filing

11/303508

16-Dec-05

20070138177

FRUIT CONTAINER

PWP Industries

Filed

02155US-UTORG01

US

Utility

Original Filing

11/311503

19-Dec-05

20070138046

MULTI-COMPARTMENT CONTAINER SYSTEM

PWP Industries

Filed

02156US-UTORG01

US

Utility

Original Filing

11/315654

21-Dec-05

US20070138180

ENHANCED TAMPER EVIDENT BOWL WITH BLOCKED TAB

PWP Industries

Filed

02156US-UTCIP01

US

Utility

Continuation-In-Part

11/879168

16-Jul-07

20080006632

ADVANCED TAMPER EVIDENT BOWL

PWP Industries

Filed

02156US-UTCIP02

US

Utility

Continuation-In-Part

11/857144

18-Sep-07

20080000904

TAMPER EVIDENT CONTAINER

PWP Industries

Filed

02156US-UTCIP03

US

Utility

Continuation-In-Part

12/220017

21-Jul-08

20080277397

INTEGRATED FOOD PACKAGING SYSTEM

PWP Industries

Filed

02157US-UTORG01

US

Utility

Original Filing

11/358617

21-Feb-06

20070196541

DOMED FOOD CONTAINER SYSTEM

PWP Industries

Filed

02159US-UTDIV01

US

Utility

Division

12/592507

25-Nov-09

US20100140128

INTERCONNECTED FOOD CONTAINER SYSTEM

PWP Industries

Filed

02160US-UTORG01

US

Utility

Original Filing

11/600634

16-Nov-06

20080116098

FOOD CONTAINER WITH BREATHABLE PATCH

PWP Industries

Filed

02161US-UTORG01

US

Utility

Original Filing

11/713414

2-Mar-07

20080210101

STEAM BOWL

PWP Industries

Filed

02162US-UTORG01

US

Utility

Original Filing

11/879296

17-Jul-07

20090020540

TILTED CAKE CONTAINER SYSTEM

PWP Industries

Filed

02163US-UTORG01

US

Utility

Original Filing

11/899576

6-Sep-07

20090065514

INVERTIBLE TRAY

PWP Industries

Filed

02164US-UTORG01

US

Utility

Original Filing

11/949658

3-Dec-07

20090140461

MOLDING APPARATUS AND METHOD OF FORMING UNDERCUTS

PWP Industries

Filed

02165US-UTORG01

US

Utility

Original Filing

11/973779

9-Oct-07

20090090712

DIP PACKAGING SYSTEM

PWP Industries

Filed

02166US-UTORG01

US

Utility

Original Filing

12/012632

5-Feb-08

20090194544

FLUID RETENTION PACKAGE SYSTEM

PWP Industries

Filed

02167US-UTORG01

US

Utility

Original Filing

12/031650

14-Feb-08

20090206082

TAMPER-EVIDENT PACKAGING SYSTEM

PWP Industries

Filed

02168US-UTORG01

US

Utility

Original Filing

12/038765

27-Feb-08

20090211941

DISPLAY AND STORAGE CONTAINER

PWP Industries

Filed

02168US-DSCIP01

US

Design

Continuation-In-Part

29/314444

1-Apr-09

DIAGONALLY HINGED CONTAINER

PWP Industries

Filed

02168US-UTCIP01

US

Utility

Continuation-In-Part

12/647809

28-Dec-09

US20100155402

DISPLAY AND STORAGE CONTAINER

PWP Industries

Filed

02169US-UTORG01

US

Utility

Original Filing

12/228168

8-Aug-08

20100031829

FOOD CONTAINER LIQUID ISOLATION

PWP Industries

Filed

02206US-UTORG01

US

Utility

Original Filing

11/414847

1-May-06

20060255054

TAMPER EVIDENT CONTAINER

PWP Industries

Filed

02207US-UTCON01

US

Utility

Continuation

12/589050

16-Oct-09

ENHANCED TAMPER EVIDENT CONTAINER WITH TEAR-APART PARTS

PWP Industries

Filed

02207US-UTCIP01

US

Utility

Continuation-In-Part

12/626476

25-Nov-09

20100065567

TAMPER-EVIDENT CONTAINER WITH EXTENDED BAND

PWP Industries

Filed

02207US-UTORG02

US

Utility

Original Filing

11/230978

20-Sep-05

20070012710

VERSATILE TAMPER-EVIDENT FOOD CONTAINER

PWP Industries

Filed

02208US-UTORG01

US

Utility

Original Filing

11/523208

19-Sep-06

20070065545

MULTI-TOPPING TRAY CONTAINER SYSTEM

PWP Industries

Filed

02209US-UTORG01

US

Utility

Original Filing

12/075549

12-Mar-08

20090120937

DOUBLE RIBBED SECURE CONTAINER

PWP Industries

Filed

02209US-UTCIP01

US

Utility

Continuation-In-Part

12/327759

3-Dec-08

20090120942

CONVENIENT FOOD CONTAINER

PWP Industries

Filed

02210US-UTORG02

US

Utility

Original Filing

12/330472

8-Dec-08

20090145900

FOOD CONTAINER SYSTEM WITH HANDLE STRAP

PWP Industries

Filed

02216US-DSORG01

US

Design

Original Filing

29/307292

11-Apr-08

UNIVERSAL FOOD CONTAINER

PWP Industries

Filed

02219US-UTORG01

US

Utility

Original Filing

12/200670

28-Aug-08

TAMPER EVIDENT FOOD PACKAGE

PWP Industries

Filed

02220US-UTORG01

US

Utility

Original Filing

12/420750

8-Apr-09

ROTISSERIE CHICKEN TRAY

PWP Industries

Filed

02224US-DSORG01

US

Design

Original Filing

29/357493

12-Mar-10

TRIANGULAR TWISTED PACKAGE

PWP Industries

Filed

02228US-UTORG01

US

Utility

Original Filing

12/821926

23-Jun-10

VENTED HOT BAKED GOODS CONTAINERS

PWP Industries

Filed

02211US-UTORG01

US

Utility

Original Filing

12/584208

2-Sep-09

20100065562

DETACHABLE FOOD PACKAGE

PWP Industries (not yet recorded)

Filed

02221US-UTORG01

US

Utility

Original Filing

12/432627

29-Apr-09

ENHANCED SECURE CONTAINER

PWP Industries (not yet recorded)

23352452v2

EX-2.6.5

EXECUTION VERSION

PATENT SECURITY AGREEMENT dated as of May 2, 2011 (this “Agreement”), between Dopaco, Inc. (the “U.S Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Pactiv Corporation (“Pactiv”), Reynolds Consumer Products Holdings Inc. (the “U.S. Term Borrower” and, together with RGHI and Pactiv, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent, (b) the Amended and Restated Credit Agreement dated as of February 9, 2011 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2009 Senior Secured Note Indenture”), among Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee (in such capacity, the “2009 Indenture Trustee”), principal paying agent, transfer agent and collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (d) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Note Indenture”), among RGHL US Escrow I LLC, RGHL US Escrow I Inc., RGHL Escrow Issuer (Luxembourg) I S.A., The Bank of New York Mellon, as trustee (in such capacity, the “2010 Indenture Trustee”), principal paying agent, registrar and transfer agent and The Bank of New York Mellon, London Branch, as paying agent, (e) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2011 Senior Secured Note Indenture”, and together with the 2009 Senior Secured Note Indenture and the 2010 Senior Secured Note Indenture, the “Senior Secured Note Indentures”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2011 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The Senior Secured Note Holders have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the Senior Secured Note Indentures. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. The U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of the U.S. Grantor’s right, title or interest in, to and under all of the Patents of the U.S. Grantor (including those listed on Schedule I hereto) now owned or at any time hereafter acquired by the U.S. Grantor or in which the U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the Patents are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

DOPACO, INC.
By
	Name:
	Title:

THE BANK OF NEW YORK MELLON, as Collateral Agent,
By
	Name:
	Title:

23422426v2

Schedule I

Patents

DOPACO, INC.

U.S. Patents

Title	Type	Serial No.	Patent No.
Carton with Lug Locked Tray & Cover	UTL	833,114	5,188,284
Modular Carrier Handle Interlock	UTL	939,145	5,221,001
Cup Construction	UTL	815,955	5,229,182
Carton with Reinforced Handle	UTL	193,466	5,392,984
Container for Multiple Foodstuffs	UTL	523,510	5,520,324
Food Carton and Folding Blank Therefor	UTL	345,701	5,531,373
Convertible Container	UTL	360,635	5,538,179
Compartment Carton	UTL	568,467	5,575,420
Partitioned Meal Tray or Container and Blank for Forming Same	UTL	438,793	5,601,231
Covered Carton	UTL	555,049	5,603,450
Carton with Prize Coupon	UTL	751,312	5,697,549
Carton with Offset Lock	UTL	779,448	5,707,004
Beverage Carton	UTL	808,038	5,740,958
Cup Protector	UTL	758,156	5,765,716
Split Wall Carton	UTL	790,866	5,775,574
Cup Carrier	UTL	719,648	5,791,462
Sauce Cup Tray	UTL	756,938	5,799,794
Food Scoop with Condiment Compartment	UTL	971,620	5,875,957
Carton with Sauce Holder	UTL	16,803	5,890,648
Clamshell Carton with Partitions	UTL	09/122,662	5,909,840
Carton with Locking Lid	UTL	09/066,551	5,924,626
Cup with Separable Coupon	UTL	09/172,869	5,996,887
Cup Carrier	UTL	09/207,772	6,024,212
Carton with Integral Promotional Materials	UTL	09/262,310	6,027,018
Food Scoop	UTL	09/126,853	6,050,482
Sleeve Protector for Cups	UTL	09/152,258	6,053,352
Conical Food Scoop	UTL	09/154,985	6,053,403
French Fry Carton with Hidden Indicia	UTL	09/245,346	6,068,181
Stabilized Two-Cup Carrier	UTL	09/192,358	6,089,638
Take-Out Carrier	UTL	09/323,839	6,213,389 B1
Food Scoop with Condiment Holder	UTL	09/458,013	6,216,946 B1
Lockable Two-Piece Container	UTL	09/644,543	6,230,917 B1
Insulating Sleeve	UTL	09/565,078	6,343,735 B1
Container Having an Improved Hinge	UTL	09/641,131	6,349,875 B1
Food Scoop with Condiment Holder	UTL	09/795,136	6,471,119 B1

23422426v2

Title	Type	Serial No.	Patent No.
Stackable Food Tray with Condiment Compartment	UTL	09/892,653	6,543,679 B2
Food Scoop with Sealed Base	UTL	10/067,942	6,561,414 B1
Food Tray with Condiment Compartment	UTL	10/058,829	6,588,652 B2
Food Carton having Cylindrical Lower Portion	UTL	10/013,959	6,719,190 B2
Food Container for use with a Beverage Receptacle	UTL	10/742,913	7,182,242 B2
Carton Structure and Sheet Material Product with Indicia Keys	UTL	10/274,047	7,232,054 B2
Cup Lid With Slide Closure	UTL	11/513,327	7,753,224 B2
Coupon for a Carton	DES	29/101,510	Des 430,614
Coupon for a Carton	DES	29/126,012	D453,533 S
Clamshell Food Service Container	DES	29/214,112	D519,830 S
Flexible Hinge Food Service Container	DES	29/347,743	D631,340 S

U.S. Patent Applications

Title	Type	Serial No.
Flexible Hinge Clamshell Food Service Package	UTL	12/929,342
Flexible Hinge Clamshell Food Service Container with Continuous Sidewall Construction	UTL	12/929,768

23422426v2

EX-2.6.6

EXECUTION VERSION

PATENT SECURITY AGREEMENT dated as of March 20, 2012 (this “Agreement”), between Graham Packaging Company, L.P. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Pactiv LLC (f/k/a Pactiv Corporation) (“Pactiv”), Reynolds Consumer Products Holdings LLC (f/k/a Reynolds Consumer Products Holdings Inc.) (the “U.S. Term Borrower” and, together with RGHI and Pactiv, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries (as defined in the Credit Agreement) of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent (as defined therein), (b) the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2009 Senior Secured Note Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A., the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, (d) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Note Indenture”) among RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow (Luxembourg) I S.A. (the “Escrow Issuers”), The Bank of New York Mellon as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent, (e) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2011 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (f) the Indenture dated as of August 9, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “August 2011 Senior Secured Note Indenture”) among RGHL US Escrow II LLC, RGHL US Escrow II Inc., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent,

23600804v6

Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The 2009 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2009 Senior Secured Note Indenture) have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the 2009 Senior Secured Note Indenture. The 2010 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2010 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2010 Senior Secured Note Indenture. The 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2011 Senior Secured Note Indenture. The August 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the August 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the August 2011 Senior Secured Note Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. The U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of the U.S. Grantor’s right, title or interest in, to and under all of the Patents of the

U.S. Grantor (including those listed on Schedule Ihereto) now owned or at any time hereafter acquired by the U.S. Grantor or in which the U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Patents are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which

2

23600804v6

shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

3

23600804v6

IN WITNESS WHEREOF, the parties hereto have duly executed this

Agreement as of the day and year first above written.

GRAHAM PACKAGING COMPANY, L.P.

By: /s/ Helen Dorothy Golding

Name: Helen Dorothy Golding

Title: Assistant Secretary

THE BANK OF NEW YORK MELLON, as

Collateral Agent

By: /s/ Catherine F. Donohue

Name: Catherine F. Donohue

Title: Vice President

Schedule I

Patents

EX-2.6.7

EXECUTION VERSION

PATENT SECURITY AGREEMENT dated as of March 20, 2012 (this “Agreement”), between Graham Packaging PET Technologies Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Pactiv LLC (f/k/a Pactiv Corporation) (“Pactiv”), Reynolds Consumer Products Holdings LLC (f/k/a Reynolds Consumer Products Holdings Inc.) (the “U.S. Term Borrower” and, together with RGHI and Pactiv, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries (as defined in the Credit Agreement) of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent (as defined therein), (b) the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2009 Senior Secured Note Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A., the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, (d) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Note Indenture”) among RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow (Luxembourg) I S.A. (the “Escrow Issuers”), The Bank of New York Mellon as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent, (e) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2011 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (f) the Indenture dated as of August 9, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “August 2011 Senior Secured Note Indenture”) among RGHL US Escrow II LLC, RGHL US Escrow II Inc., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent,

23606526v4

Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The 2009 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2009 Senior Secured Note Indenture) have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the 2009 Senior Secured Note Indenture. The 2010 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2010 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2010 Senior Secured Note Indenture. The 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2011 Senior Secured Note Indenture. The August 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the August 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the August 2011 Senior Secured Note Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. The U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of the U.S. Grantor’s right, title or interest in, to and under all of the Patents of the

U.S. Grantor (including those listed on Schedule Ihereto) now owned or at any time hereafter acquired by the U.S. Grantor or in which the U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Patents are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which

23606526v4

shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

23606526v4

IN WITNESS WHEREOF, the parties hereto have duly executed this

Agreement as of the day and year first above written.

GRAHAM PACKAGING PET

TECHNOLOGIES INC.

By: /s/ Helen Dorothy Golding

Name: Helen Dorothy Golding

Title: Assistant Secretary

THE BANK OF NEW YORK MELLON, as

Collateral Agent

By: /s/ Catherine F. Donohue

Name: Catherine F. Donohue

Title: Vice President

Schedule I

Patents

EX-2.6.8

EXECUTION VERSION

PATENT SECURITY AGREEMENT dated as of March 20, 2012 (this “Agreement”), between Graham Packaging Plastic Products Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Pactiv LLC (f/k/a Pactiv Corporation) (“Pactiv”), Reynolds Consumer Products Holdings LLC (f/k/a Reynolds Consumer Products Holdings Inc.) (the “U.S. Term Borrower” and, together with RGHI and Pactiv, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries (as defined in the Credit Agreement) of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent (as defined therein), (b) the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2009 Senior Secured Note Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A., the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, (d) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Note Indenture”) among RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow (Luxembourg) I S.A. (the “Escrow Issuers”), The Bank of New York Mellon as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent, (e) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2011 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (f) the Indenture dated as of August 9, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “August 2011 Senior Secured Note Indenture”) among RGHL US Escrow II LLC, RGHL US Escrow II Inc., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent,

23606528v4

Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The 2009 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2009 Senior Secured Note Indenture) have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the 2009 Senior Secured Note Indenture. The 2010 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2010 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2010 Senior Secured Note Indenture. The 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2011 Senior Secured Note Indenture. The August 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the August 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the August 2011 Senior Secured Note Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. The U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of the U.S. Grantor’s right, title or interest in, to and under all of the Patents of the

U.S. Grantor (including those listed on Schedule Ihereto) now owned or at any time hereafter acquired by the U.S. Grantor or in which the U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Patents are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which

23606528v4

shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

23606528v4

IN WITNESS WHEREOF, the parties hereto have duly executed this

Agreement as of the day and year first above written.

GRAHAM PACKAGING PLASTIC

PRODUCTS INC.

By: /s/ Helen Dorothy Golding

Name: Helen Dorothy Golding

Title: Assistant Secretary

THE BANK OF NEW YORK MELLON, as

Collateral Agent

By: /s/ Catherine F. Donohue

Name: Catherine F. Donohue

Title: Vice President

Schedule I

Patents

EX-2.6.9

EXECUTION VERSION

PATENT SECURITY AGREEMENT dated as of March 20, 2012 (this “Agreement”), between Graham Packaging LC, L.P. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Pactiv LLC (f/k/a Pactiv Corporation) (“Pactiv”), Reynolds Consumer Products Holdings LLC (f/k/a Reynolds Consumer Products Holdings Inc.) (the “U.S. Term Borrower” and,together with RGHI and Pactiv, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries (as defined in the Credit Agreement) of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent (as defined therein), (b) the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2009 Senior Secured Note Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A., the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, (d) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Note Indenture”) among RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow (Luxembourg) I S.A. (the “Escrow Issuers”), The Bank of New York Mellon as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent, (e) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2011 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (f) the Indenture dated as of August 9, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “August 2011 Senior Secured Note Indenture”) among RGHL US Escrow II LLC, RGHL US Escrow II Inc., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer

23606587v4

2

agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The 2009 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2009 Senior Secured Note Indenture) have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the 2009 Senior Secured Note Indenture. The 2010 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2010 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2010 Senior Secured Note Indenture. The 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2011 Senior Secured Note Indenture. The August 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the August 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the August 2011 Senior Secured Note Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. The U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of the U.S. Grantor’s right, title or interest in, to and under all of the Patents of the U.S. Grantor (including those listed on Schedule I hereto) now owned or at any time hereafter acquired by the U.S. Grantor or in which the U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Patents are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

23606587v4

3

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

(a)

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GRAHAM PACKAGING LC, L.P.
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

THE BANK OF NEW YORK MELLON, as Collateral Agent
By
	Name:
	Title:

23606587v4

Schedule I

Patents

Patent Number	Issue Date
5,753,278	05/19/98
7,431,170	10/7/08

Patent Applications

Application Number	Filing Date
12/564,845	9/22/09
12/709,302	2/19/10
13/024,497	2/10/11
13/250,189	9/30/11

23606587v4

EX-2.7.10

EXECUTION VERSION

TRADEMARK SECURITY AGREEMENT dated as of August 17, 2017 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S Grantors”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings LLC, Reynolds Group Issuer LLC (the “U.S. Co-Issuer”), Reynolds Group Issuer Inc. (together with the U.S. Co-Issuer, the “U.S. Issuers”), the Subsidiaries of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent, (b) the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016, as amended by Amendment No. 11 dated as of October 4, 2016, the Incremental Assumption Agreement dated as of October 7, 2016, and by the Incremental Assumption Agreement dated February 7, 2017 (as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers (as defined therein) (the “Borrowers”), Holdings, the other Guarantors (as defined therein) (together with Holdings, the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “February 2011 Senior Secured Notes Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A. (together with the U.S. Issuers, the “Issuers”), the guarantors from time to time party thereto, The Bank of New York Mellon (the “BNYM”), as trustee, principal paying agent, registrar and transfer agent and The Bank of New York Mellon, London Branch (the “BNYM London”), as paying agent, (d) the Indenture dated as of September 28, 2012 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “September 2012 Senior Secured Notes Indenture”), among the Issuers, the guarantors from time to time party thereto, BNYM as trustee, principal paying agent, registrar, transfer agent and collateral agent, BNYM London as paying agent and Wilmington Trust (London) Limited, as additional collateral agent (the “Additional Collateral Agent”), and (e) the Indenture dated as of June 27, 2016 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “June 2016 Senior Secured Notes Indenture”), among the Issuers, the guarantors from time to time party thereto, BNYM, as trustee, principal paying agent, transfer agent, collateral agent, registrar and calculation agent and the Additional Collateral Agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The Senior Secured Note Holders have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the February 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture and the June 2016 Senior Secured Notes Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. Each U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of such U.S. Grantor’s right, title or interest in, to and under all of the Trademarks of such U.S. Grantor (including those listed on Schedule II hereto) now owned or at any time hereafter acquired by such U.S. Grantor or in which such U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the Trademarks are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CLOSURE SYSTEMS INTERNATIONAL INC.,
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

EVERGREEN PACKAGING INC.,
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

GRAHAM PACKAGING COMPANY, L.P.,
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

PACTIV LLC,
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

REYNOLDS CONSUMER PRODUCTS LLC,
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS PRESTO PRODUCTS INC.,
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

THE BANK OF NEW YORK MELLON, as Collateral Agent,
By
	/s/ Lesley Daley
	Name: Lesley Daley
	Title: Vice President

Schedule I

U.S. Grantors

Closure Systems International Inc.

Evergreen Packaging Inc.

Graham Packaging Company, L.P.

Pactiv LLC

Reynolds Consumer Products LLC

Reynolds Presto Products Inc.

Schedule II

Trademarks and Trademark Applications

Current Owner	Country	Mark	Appl No	Reg No
Closure Systems International Inc.	United States	ASEPTI-LOK	77/788900	4053472
Closure Systems International Inc.	United States	DAIRY-LOK	86/746354
Closure Systems International Inc.	United States	FLEX-CHUCK	85/850331	4417777
Closure Systems International Inc.	United States	MB-LOK MINI	85/210737	4089919
Closure Systems International Inc.	United States	PRO-LOK	86/746340
Closure Systems International Inc.	United States	SCANCAP	77/834496	4339017
Evergreen Packaging, Inc.	United States	CHOOSE CARTONS	87/109289
Evergreen Packaging, Inc.	United States	FRESHSIP GREEN	86/957926
Evergreen Packaging, Inc.	United States	SMARTFIT	86/969329
Evergreen Packaging, Inc.	United States	SMARTPAK	86/969320
Evergreen Packaging Inc.	United States	CARTON2GARDEN	86/372410
Evergreen Packaging Inc.	United States	EVERGREEN	85/167581	4547880
Evergreen Packaging Inc.	United States	EVERGREEN	85/167583	4547881
Evergreen Packaging Inc.	United States	EVERGREEN	85/167573	4547879
Evergreen Packaging Inc.	United States	EVERGREEN FOREST CERTIFICATION	85/575085	4538328
Evergreen Packaging Inc.	United States	EVERGREEN PACKAGING	85/142596	4036225
Evergreen Packaging Inc.	United States	EVERGREEN PACKAGING and hexagon design	85/015327	4091641
Evergreen Packaging Inc.	United States	EVERGREEN PACKAGING and hexagon design	85/015328	4254360
Evergreen Packaging Inc.	United States	EVERGREEN PACKAGING and hexagon design 2	85/183969	4692677
Evergreen Packaging Inc.	United States	EVERGREEN PACKAGING and hexagon design 2	85/183950	4106601
Evergreen Packaging Inc.	United States	EVERGREEN PACKAGING and hexagon design 2	85/183975	4199214
Evergreen Packaging Inc.	United States	EVERGREEN PACKAGING and hexagon design 2	85/183978	4106603
Evergreen Packaging Inc.	United States	EVERGREEN PACKAGING and hexagon design 2	85/183980	4183926
Evergreen Packaging Inc.	United States	EVERGREEN PACKAGING and hexagon design 2	85/183949	4097018
Evergreen Packaging Inc.	United States	FRESH BY DESIGN	85/170770	4191319
Evergreen Packaging Inc.	United States	FRESH BY DESIGN	85/170768	4187431
Evergreen Packaging Inc.	United States	FRESH BY DESIGN	85/170762	4538012
Evergreen Packaging Inc.	United States	FRESH HOUSE	86/957919
Evergreen Packaging Inc.	United States	FRESH TASTE	87/003123
Evergreen Packaging Inc.	United States	FRESHCAP	85/088858	3931015
Evergreen Packaging Inc.	United States	FRESH-LOOK	85/396502	4246980
Evergreen Packaging Inc.	United States	FRESHSIP	86/957929
Evergreen Packaging Inc.	United States	FRESHSIP GREEN	86957926
Evergreen Packaging Inc.	United States	HEALTHY BEVERAGE SHOPPER	87/057070
Evergreen Packaging Inc.	United States	Hexagon design (forest certification logo)	85/851585	4752333
Evergreen Packaging Inc.	United States	MADE BY MILK	85/446547	4251261
Evergreen Packaging Inc.	United States	MADE BY MILK	85/446536	4243322
Evergreen Packaging Inc.	United States	SMART POUR	87/077722
Evergreen Packaging Inc.	United States	TWIST-IT	86/471933
Graham Packaging Company, L.P.	United States	AEROPET	86/199093	4752818
Graham Packaging Company, L.P.	United States	AEROPET & Design	86/561957	4884465
Pactiv LLC	United States	ACTIVETECH	85/491642	4266986
Pactiv LLC	United States	CLEARVIEW	86/231096	4741926
Pactiv LLC	United States	GARDENWARE	85/461570	4289927
Pactiv LLC	United States	MASTER SELECT	85/485976	4429312
Pactiv LLC	United States	MASTERTOP	86/383178	4802409
Pactiv LLC	United States	ONEBOX	85/829028	4614463
Pactiv LLC	United States	THE GARDEN PARTY	85/579501	4214040
Pactiv LLC	United States	Tree with Chasing Arrows Logo	77/981425	3955843
Reynolds Consumer Products LLC	United States	PARTY ON!	87/276603
Reynolds Consumer Products LLC	United States	ALL YOU NEED IN ONE BAG	86/119754	4679806
Reynolds Consumer Products LLC	United States	BBQ BUDDY	75/168931	2182802
Reynolds Consumer Products LLC	United States	BE SURE IT'S SECURE	86/105581	4782642
Reynolds Consumer Products LLC	United States	BLACK TIE	85/384710	4231045
Reynolds Presto Products Inc.	United States	COLOR SEAL	77/083648	3413619
Reynolds Consumer Products LLC	United States	CREATE MEAL MAGIC EVERY DAY	85/754246	4328417
Reynolds Consumer Products LLC	United States	CRYSTAL COAT	85/527097	4213301
Reynolds Consumer Products LLC	United States	CUT-RITE (stylized)	73/601303	1421892
Reynolds Consumer Products LLC	United States	FOIL CHARACTER design (black and white)	85/763474	4332082
Reynolds Consumer Products LLC	United States	FOIL CHARACTER design (color)	85/763456	4332081
Reynolds Consumer Products LLC	United States	HEFTY	77/981631	3963246
Reynolds Consumer Products LLC	United States	HEFTY	85/523690	4339591
Reynolds Consumer Products LLC	United States	HEFTY	85/595977	4214066
Reynolds Consumer Products LLC	United States	HEFTY EARTHCHOICE	77/981284	3932642
Reynolds Consumer Products LLC	United States	HEFTY REYNOLDS WRAP RACING stylized	85/624241	4419397
Reynolds Consumer Products LLC	United States	HEFTY TRASH IT!	85/449587	4329019
Reynolds Consumer Products LLC	United States	HEFTY TRASH IT! and design	85/460007	4332578
Reynolds Consumer Products LLC	United States	MAXLOCK	85/553795	4213980
Reynolds Consumer Products LLC	United States	PARTYWARE	73/740187	1577805
Reynolds Consumer Products LLC	United States	REYNOLDS	85/371871	4131033
Reynolds Consumer Products LLC	United States	REYNOLDS	85/431600	4160470
Reynolds Consumer Products LLC	United States	REYNOLDS	86/862357	5035317
Reynolds Consumer Products LLC	United States	REYNOLDS KITCHENS	86/902519	5048677
Reynolds Consumer Products LLC	United States	REYNOLDS KITCHENS	86/918661
Reynolds Consumer Products LLC	United States	REYNOLDS REAL MOM	85/791456	4383306
Reynolds Consumer Products LLC	United States	REYNOLDS REAL MOMS	85/970408	4477919
Reynolds Consumer Products LLC	United States	REYNOLDS REAL MOMS (stylized)	85/970641	4595415
Reynolds Consumer Products LLC	United States	REYNOLDS WRAP	85/387917	4240235
Reynolds Consumer Products LLC	United States	REYNOLDS WRAP FOIL FOIL MADE IN U.S.A. FOR THE GRILL HEAVY DUTY NON-STICK ALUMINUM FOIL	86/061997	5107318
Reynolds Consumer Products LLC	United States	SAY IT WITH CUPCAKES	77/760515	4122160
Reynolds Consumer Products LLC	United States	SMARTGRID	86/534740	4965812
Reynolds Presto Products Inc.	United States	SPOOL DESIGN	77/552213	3732345
Reynolds Consumer Products LLC	United States	STAYBRITE	77/722088	3829266
Reynolds Presto Products Inc.	United States	SUPERFLEX	78/787758	3331879
Reynolds Consumer Products LLC	United States	SURE SEAL	85/255335	4637452
Reynolds Consumer Products LLC	United States	THE FUN NEVER FADES	85/618182	4498706
Reynolds Consumer Products LLC	United States	THE OFFICIAL CUP OF TAILGATING	86/721659
Reynolds Consumer Products LLC	United States	TUXEDO and design	85/234648	4076301
Reynolds Consumer Products LLC	United States	VIBRANTS	85/257222	4034988
Reynolds Consumer Products LLC	United States	VIBRANTS	85/977666	4243724
Reynolds Consumer Products LLC	United States	WARM APPLE SPICE	85/727047	4394145
Reynolds Consumer Products LLC	United States	ZOO PALS	85/430588	4112005
Reynolds Presto Products Inc.	United States	CHILD-GUARD	86/362601
Reynolds Presto Products Inc.	United States	CHILD-GUARD design	86/362628
Reynolds Presto Products Inc.	United States	CLICK 'N LOCK	86/012709	4661210
Reynolds Presto Products Inc.	United States	CLICK 'N LOCK	86/072105	4753466
Reynolds Presto Products Inc.	United States	CLICK 'N LOCK design	86/363640	4909574
Reynolds Presto Products Inc.	United States	COLOR REVEAL	77/083635	3534635
Reynolds Presto Products Inc.	United States	CREATING SUSTAINABLE ENVIRONMENTS	77/142779	3554731
Reynolds Presto Products Inc.	United States	GEOBIN	77/274420	3513774
Reynolds Presto Products Inc.	United States	GEOPAVE	77/369932	3722991
Reynolds Presto Products Inc.	United States	GEOTERRA	77/447843	3628394
Reynolds Presto Products Inc.	United States	GIFT TOPS	85/432818	4162626
Reynolds Presto Products Inc.	United States	GIVING YOU A LOCK ON GREEN	77/552223	3732346
Reynolds Presto Products Inc.	United States	ISLAND ALOHA	86/699743
Reynolds Presto Products Inc.	United States	ODOR PROTECT	85/729490	4434921
Reynolds Presto Products Inc.	United States	PRESTO	73/769354	1574978
Reynolds Presto Products Inc.	United States	PRESTO	86/660611	4904492
Reynolds Presto Products Inc.	United States	PRESTO AND STARBURST DESIGN	86/660604	4889111
Reynolds Presto Products Inc.	United States	SLIDER GUARD	87/059434
Reynolds Presto Products Inc.	United States	SLIDER-GUARD	87/059443
Reynolds Presto Products Inc.	United States	SMART MATCH	85/359704	4096298
Reynolds Presto Products Inc.	United States	SNAP 'N CLICK	86/247291	4914359
Reynolds Presto Products Inc.	United States	TERRAMAX	78/788215	3270158
Reynolds Presto Products Inc.	United States	TWIST and STORE	77/203105	3513502
Reynolds Presto Products Inc.	United States	ZIPPER SPOOL REUSE PROGRAM	77/552228	3671194

[[NYCORP:3642562v5:4438D:07/21/2017--02:24 PM]]

EX-2.7.2

TRADEMARK SECURITY AGREEMENT dated as of September 1, 2010 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S. Grantors”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Reynolds Consumer Products Holdings Inc. (the “U.S. Term Borrower” and, together with RGHI, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent, (b) the Credit Agreement dated as of November 5, 2009 as amended by Amendment No. 1 dated as of January 1, 2010, and as amended by Amendment No. 2 and Incremental Term Loan Assumption Agreement dated as of May 4, 2010 (as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, and (c) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Senior Secured Note Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A., the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The Senior Secured Note Holders have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the Senior Note Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. Each U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of such U.S. Grantor’s right, title or interest in, to and under all of the Trademarks of such U.S. Grantor (including those listed on Schedule II hereto) now owned or at any time hereafter acquired by such U.S. Grantor or in which such U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

23257609v1

2

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the Trademarks are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

23257609v1

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

REYNOLDS PACKAGING LLC
By
	Name: Helen Golding
	Title: Assistant Secretary

REYNOLDS FOOD PACKAGING LLC
By
	Name: Helen Golding
	Title: Assistant Secretary

ULTRA PAC, INC.
By
	Name: Helen Golding
	Title: Assistant Secretary

[Signature Page to Trademark Security Agreement]

23257609v1

THE BANK OF NEW YORK MELLON, as Collateral Agent
By
	Name: Catherine F. Donohue
	Title: Vice President

[Signature Page to Trademark Security Agreement]

23257609v1

Schedule I

U.S. Grantors

Reynolds Packaging LLCReynolds Food Packaging LLC
Ultra Pac, Inc.

23257609v1

Schedule II

Trademarks

REYNOLDS PACKAGING LLC

U.S. Trademark Registrations

Mark	Reg. Date	Reg. No.
COLD FORM	1-Nov-05	3,012,335
DRUG-PAK	9-Jan-01	2,419,278
DUOSEAL	18-Jan-94	1,816,644
HSM	27-Aug-68	855,584
INTEGRIPEL	11-May-04	2,841,596
PHARMA-POUCH	11-Aug-00	2,341,615
POUCH EXPRESS	19-Jul-05	2,973,949
REYSHIELD	12-May-98	2,157,658
SAFETY-PAK	21-Nov-00	2,406,304
SM	10-Dec-68	861,697
SMART-PEEL	15-Dec-09	3,725,956
SURE-PEEL	22-Jan-08	3,373,927
COMBO-PAK	8-Jun-82	1,197,314
CATER-TIME	1-Nov-88	1,510,995
CATER-TIME	11-Oct-88	1,507,800
CUTTER GARD	22-Oct-96	2,011,004
STAY PUT STRIP	22-Apr-97	2,055,323
MICRO SMART	10-Mar-09	3,589,023
REFLECTIONS	13-Nov-07	3,335,974
REFLECTIONS EASY LOCK	13-Mar-07	3,218,654
REYNOWAVE	7-Nov-00	2,402,623
PLASTERRA	15-Dec-09	3,725,957
DEL-PAK	7-Nov-89	1,564,584
INVERTIBLES	8-Dec-09	3,723,182

U.S. Trademark Applications

Mark	Filing Date	Application No.
REYNOLON PLUS	6-Dec-07	77/345,996
BUTCHER’S CHOICE	13-Jun-08	77/498,747
CATER-TIME	5-Aug-09	77/797,932
GROWER’S SELECT	13-Jun-08	77/498,754
BAKER’S BEST	13-Jun-08	77/498,744
REYFLEX	23-Aug-10	85/113803

23257609v1

REYNOLDS FOOD PACKAGING LLC

U.S. Trademark Registrations

Mark	Reg. Date	Reg. No.
FLIP N’ STACK	17-Mar-09	3,592,216
TAKEAWAY GOURMET	10-Mar-09	3,588,446

U.S. Trademark Applications

Mark	Filing Date	Application No.
TERRASMART	27-Nov-07	77/337,642

23257609v1

ULTRA PAC, INC.\

U.S. Trademark Registrations

Mark	Reg. Date	Reg. No.
ULTRA PAC	2-Dec-97	2,117,754
ULTRA PAC	31-Aug-99	2,273,796
CHICKEN COUPE	13-Oct-98	2,196,677
ULTRALITE BAKEABLES	26-Sep-95	1,922,089
PETEWICH	14-Feb-95	1,878,674
SNACK CLAM	14-Jun-94	1,839,975
SHO-BOWLS	17-Dec-91	1,668,553

23257609v1

EX-2.7.4

EXECUTION VERSION

TRADEMARK SECURITY AGREEMENT dated as of May 2, 2011 (this “Agreement”), between Dopaco, Inc. (the “U.S Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Pactiv Corporation (“Pactiv”), Reynolds Consumer Products Holdings Inc. (the “U.S. Term Borrower” and, together with RGHI and Pactiv, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent, (b) the Amended and Restated Credit Agreement dated as of February 9, 2011 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2009 Senior Secured Note Indenture”), among Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee (in such capacity, the “2009 Indenture Trustee”), principal paying agent, transfer agent and collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (d) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Note Indenture”), among RGHL US Escrow I LLC, RGHL US Escrow I Inc., RGHL Escrow Issuer (Luxembourg) I S.A., The Bank of New York Mellon, as trustee (in such capacity, the “2010 Indenture Trustee”), principal paying agent, registrar and transfer agent and The Bank of New York Mellon, London Branch, as paying agent, (e) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2011 Senior Secured Note Indenture”, and together with the 2009 Senior Secured Note Indenture and the 2010 Senior Secured Note Indenture, the “Senior Secured Note Indentures”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2011 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The Senior Secured Note Holders have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the Senior Secured Note Indentures. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. The U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of the U.S. Grantor’s right, title or interest in, to and under all of the Trademarks of the U.S. Grantor (including those listed on Schedule I hereto) now owned or at any time hereafter acquired by the U.S. Grantor or in which the U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the Trademarks are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

DOPACO, INC.
By
	Name:
	Title:

THE BANK OF NEW YORK MELLON, as Collateral Agent,
By
	Name:
	Title:

Schedule I

Trademarks

DOPACO, INC.

U.S. Trademark Registrations

Mark	Reg. Date	Reg. No.
DOPACO D	9/4/1990	1,612,042

23422397v2

EX-2.7.5

EXECUTION VERSION

TRADEMARK SECURITY AGREEMENT dated as of March 20, 2012 (this “Agreement”), between Graham Packaging LC, L.P. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Pactiv LLC (f/k/a Pactiv Corporation) (“Pactiv”), Reynolds Consumer Products Holdings LLC (f/k/a Reynolds Consumer Products Holdings Inc.) (the “U.S. Term Borrower” and, together with RGHI and Pactiv, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries (as defined in the Credit Agreement) of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent (as defined therein), (b) the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2009 Senior Secured Note Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A., the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, (d) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Note Indenture”) among RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow (Luxembourg) I S.A. (the “Escrow Issuers”), The Bank of New York Mellon as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent, (e) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2011 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (f) the Indenture dated as of August 9, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “August 2011 Senior Secured Note Indenture”) among RGHL US Escrow II LLC, RGHL US Escrow II Inc., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The 2009 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2009 Senior Secured Note Indenture) have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the 2009 Senior Secured Note Indenture. The 2010 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2010 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2010 Senior Secured Note Indenture. The 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2011 Senior Secured Note Indenture. The August 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the August 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the August 2011 Senior Secured Note Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. The U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of the U.S. Grantor’s right, title or interest in, to and under all of the Trademarks of the U.S. Grantor (including those listed on Schedule I hereto) now owned or at any time hereafter acquired by the U.S. Grantor or in which the U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademarks are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GRAHAM PACKAGING LC, L.P.

By        Name: Helen Dorothy Golding        Title: Assistant Secretary

THE BANK OF NEW YORK MELLON, as Collateral Agent

By        Name: Catherine F. Donohue        Title: Vice President

Schedule I

Trademarks

TRADEMARK	App. No.	Filing Date	Reg. No.	Reg. Date
THERMASET	77/877,670	11/20/2009	3,810,790	6/29/2010

23606543v4

EX-2.7.6

EXECUTION VERSION

TRADEMARK SECURITY AGREEMENT dated as of March 20, 2012 (this “Agreement”), between Graham Packaging Company, L.P. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Pactiv LLC (f/k/a Pactiv Corporation) (“Pactiv”), Reynolds Consumer Products Holdings LLC (f/k/a Reynolds Consumer Products Holdings Inc.) (the “U.S. Term Borrower” and, together with RGHI and Pactiv, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries (as defined in the Credit Agreement) of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent (as defined therein), (b) the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2009 Senior Secured Note Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A., the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, (d) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Note Indenture”) among RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow (Luxembourg) I S.A. (the “Escrow Issuers”), The Bank of New York Mellon as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent, (e) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2011 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (f) the Indenture dated as of August 9, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “August 2011 Senior Secured Note Indenture”) among RGHL US Escrow II LLC, RGHL US Escrow II Inc., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The 2009 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2009 Senior Secured Note Indenture) have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the 2009 Senior Secured Note Indenture. The 2010 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2010 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2010 Senior Secured Note Indenture. The 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2011 Senior Secured Note Indenture. The August 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the August 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the August 2011 Senior Secured Note Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. The U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of the U.S. Grantor’s right, title or interest in, to and under all of the Trademarks of the U.S. Grantor (including those listed on Schedule I hereto) now owned or at any time hereafter acquired by the U.S. Grantor or in which the U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademarks are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GRAHAM PACKAGING COMPANY, L.P.

By/s/ Helen Dorothy Golding        Name: Helen Dorothy Golding        Title: Assistant Secretary

THE BANK OF NEW YORK MELLON, as Collateral Agent

By/s/ Catherine F. Donohue        Name: Catherine F. Donohue        Title: Vice President

Schedule I

Trademarks

TRADEMARK	App. No.	Filing Date	Reg. No.	Reg. Date
"G" Stylized in a rectangle	73/016,114	3/18/1974	999,674	12/17/1974
BOTTLES-TO-BOTTLES RECYCLING & Design	74/051,150	4/20/1990	1,726,798	10/27/1992
"G" Stylized	74/660,362	4/12/1995	2,036,459	2/11/1997
MONOSORB	76/507,727	4/18/2003	2,936,711	3/29/2005
FLEXATUBE	76/517,080	5/27/2003	3,181,297	12/5/2006
ESCAPE	77/354,750	12/18/2007	3,632,387	6/2/2009
G-LITE	77/714,513	4/15/2009	3,708,311	11/10/2009
GRAHAM PACKAGING	77/926,666	2/3/2010	3,863,196	10/19/2010

23600805v6

EX-2.7.7

EXECUTION VERSION

TRADEMARK SECURITY AGREEMENT dated as of March 20, 2012 (this “Agreement”), between Graham Packaging PET Technologies Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Pactiv LLC (f/k/a Pactiv Corporation) (“Pactiv”), Reynolds Consumer Products Holdings LLC (f/k/a Reynolds Consumer Products Holdings Inc.) (the “U.S. Term Borrower” and, together with RGHI and Pactiv, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries (as defined in the Credit Agreement) of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent (as defined therein), (b) the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent, (c) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2009 Senior Secured Note Indenture”), among the Issuers, Reynolds Group Issuer (Luxembourg) S.A., the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, (d) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Note Indenture”) among RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow (Luxembourg) I S.A. (the “Escrow Issuers”), The Bank of New York Mellon as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent, (e) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2011 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (f) the Indenture dated as of August 9, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “August 2011 Senior Secured Note Indenture”) among RGHL US Escrow II LLC, RGHL US Escrow II Inc., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent. The Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The 2009 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2009 Senior Secured Note Indenture) have agreed to extend credit to the Issuers pursuant to, and upon the terms and conditions specified in, the 2009 Senior Secured Note Indenture. The 2010 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2010 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2010 Senior Secured Note Indenture. The 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the 2011 Senior Secured Note Indenture. The August 2011 Senior Secured Note Holders (each “Holder” under, and as defined in, the August 2011 Senior Secured Note Indenture) have agreed to extend credit to the Escrow Issuers pursuant to, and upon the terms and conditions specified in, the August 2011 Senior Secured Note Indenture. The parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified pursuant to the Collateral Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. The U.S. Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Security Interest in all of the U.S. Grantor’s right, title or interest in, to and under all of the Trademarks of the U.S. Grantor (including those listed on Schedule I hereto) now owned or at any time hereafter acquired by the U.S. Grantor or in which the U.S. Grantor now has or at any time in the future may acquire any right, title or interest as security for the payment or performance, as the case may be, in full of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the parties hereto for the purpose of recording the grant of the Security Interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions set forth in the Collateral Agreement.

SECTION 4. Collateral Agreement. The U.S. Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademarks are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GRAHAM PACKAGING PET TECHNOLOGIES INC.

By/s/ Helen Dorothy Golding        Name: Helen Dorothy Golding        Title: Assistant Secretary

THE BANK OF NEW YORK MELLON, as Collateral Agent

By/s/ Catherine F. Donohue        Name: Catherine F. Donohue        Title: Vice President

Schedule I

Trademarks

TRADEMARK	App. No.	Filing Date	Reg. No.	Reg. Date
SURSHOT	78/095,955	11/30/2001	2,900,558	11/2/2004
SURSHOT	78/095,907	11/30/2001	3,024,256	12/6/2005
SUR BOND BARRIER MATERIALS & Design	76/661,891	6/19/2006	3,232,245	4/24/2007

23606532v4

EX-2.7.8

Execution Version

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED June 1,2012

GRAHAM PACKAGING COMPANY, L.P.

AS THE CHARGOR IN FAVOUR OF

WILMINGTON TRUST (LONDON) LIMITED AS THE COLLATERAL AGENT

SECURITY OVER SHARES AGREEMENT

CONTENTS

Clause Page

1. Definitions And Interpretation.................................................................... 1

2. Covenant To Pay And Charge.................................................................... 6

3. Deliverables, Related Assets And Release...................................................... 7

4. Voting Rights And Dividends .................................................................... 9

5. Chargor's Representations .......................................................................10

6. Chargor's Undertakings ..........................................................................10

7. Further Assurance .................................................................................11

8. Power Of Attorney ................................................................................12

9. Security Enforcement .............................................................................12

10. Receivers And Administrators...................................................................14

11. Effectiveness Of Collateral ......................................................................17

12. Delegation ..........................................................................................19

13. Indemnity And Interest ...........................................................................20

14. Application Of Proceeds .........................................................................20

15. Other Lien ..........................................................................................20

16. Suspense Accounts And Currency Indemnity .................................................21

17. Assignment .........................................................................................22

18. Waivers And Counterparts .......................................................................23

19. Notices ..............................................................................................23

20. Law ..................................................................................................23

21. Enforcement........................................................................................23

Schedule 1 Particulars Of Shares .......................................................................25

Schedule 2 Form Of Acknowledgement From Nominee ............................................26

Schedule 3 Form Of Letter Of Resignation ...........................................................28

Schedule 4 Form Of Written Resolutions .............................................................29

Schedule 5 Form Of Letter Of Undertaking And Authorisation ...................................31

HKG-1-931357-v5 70-40145101

THIS AGREEMENT is made by way of deed on June 1,2012

BETWEEN

(1) GRAHAM PACKAGING COMPANY, L.P. a limited partnership established under the laws of the State of Delaware, United States of America, having its registered address at c/o The Corporation Trust Company, Corporation Trust Center, 1209

Orange Street, Wilmington, Delaware 19801 with registration number 2436955 (the

"Chargor"); and

(2) WILMINGTON TRUST (LONDON) LIMITED in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement (the "Collateral Agent").

RECITALS:

(A) Further to the Credit Agreement (as defined below) certain lenders and financial institutions have agreed to make available to the borrowers therein certain facilities (the "Facilities") on the terms set out in the Credit Agreement.

(B) Further to the Senior Secured Notes Indentures (as defined below), the Issuers (as defined below) have issued certain notes (the "Notes").

(C) The Chargor intends to provide security in respect of the Facilities and the Notes.

(D) It is intended by the parties to this Agreement that this document will take effect as a deed despite the fact that a party may only execute this Agreement under hand.

(E) The Collateral Agent is acting under and holds the benefit of the rights conferred upon it in this Agreement on trust for the Secured Parties.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

"2009 Issuers" means the "Issuers" under, and as defined in, the 2009 Senior Secured

Notes Indenture, including their successors in interest.

"2009 Senior Secured Notes Indenture" means the indenture dated 5 November,

2009, among the 2009 Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

"2010 Issuers" means the "Issuers" under, and as defined in, the 2010 Senior Secured

Notes Indenture, including their successors in interest.

"2010 Senior Secured Notes Indenture" means the indenture dated 15 October 2010, among the Escrow Issuers, the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time and to which the 2010

Issuers have or will become a party as issuers by way of the Escrow Issuers merging into the 2010 Issuers.

"Additional Agreement" has the meaning given to that term in the First Lien

Intercreditor Agreement.

"Additional Collateral Agent's Fee Letter" means the fee letter dated 20 January

2010 among the Collateral Agent and Reynolds Group Holdings Limited as amended, novated, supplemented, restated or modified from time to time.

"Agreed Security Principles" has the meaning it is given in the Credit Agreement and each of the Senior Secured Notes Indentures and to the extent of any inconsistency the meaning it is given in the Credit Agreement shall prevail.

"Amendment No. 1 and Joinder Agreement" means the joinder agreement dated 21

January 2010 made among (amongst others) the Collateral Agent, The Bank of New York Mellon, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which the Collateral Agent is appointed as an additional collateral agent and becomes party to the First Lien Intercreditor Agreement.

"Applicable Representative" has the meaning given to that term in the First Lien

Intercreditor Agreement.

"August 2011 Escrow Issuers" means RGHL US Escrow II Inc. and RGHL US Escrow II LLC, including their successors in interest.

"August 2011 Issuers" means the "Issuers" under, and as defined in, the August 2011

Senior Secured Notes Indenture, including their successors in interest.

"August 2011 Senior Secured Notes Indenture" means the indenture dated 9 August

2011 among the August 2011 Escrow Issuers, the Senior Secured Note Guarantors (each as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time and to which Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. have or will become a party as issuers by way of the August 2011 Escrow Issuers merging with and into the August 2011 Issuers, respectively, and one or more supplemental indentures being entered into between, among others, the August 2011 Escrow Issuers, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., The Bank of New

York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent.

"Business Day" means a day (other than Saturday or Sunday) on which banks are open for business in New York, London and Hong Kong.

"Charged Portfolio" means the Shares and the Related Assets.

"Collateral Rights" means all rights, powers and remedies of the Collateral Agent provided by or pursuant to this Agreement or by law.

"Company" means Graham Packaging Asia Limited, a company incorporated under the laws of Hong Kong with company number 1410281.

"Credit Agreement" means the second amended and restated credit agreement dated 9

August 2011 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (f/k/a Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (f/k/a Pactiv Corporation) and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

"Delegate" means a delegate or sub-delegate appointed pursuant to Clause 12 (Delegation) of this Agreement.

"Enforcement Event" means an "Event of Default" under, and as defined in, the First

Lien Intercreditor Agreement.

"Escrow Issuers" means RGHL US Escrow I Inc., RGHL US Escrow I LLC and

RGHL Escrow Issuer (Luxembourg) I S.A., including their successors in interest.

"February 2011 Issuers" means the "Issuers" under, and as defined in, the February

2011 Senior Secured Notes Indenture, including their successors in interest.

"February 2011 Senior Secured Notes Indenture" means the indenture dated as of

1 February 2011, among the February 2011 Issuers, the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

"First Lien Intercreditor Agreement" means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010

Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, Credit Suisse AG, as

administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.

"Future Shares" means all additional shares in the Company held by, to the order or on behalf of the Chargor after the date of this Agreement such that the shares subject to the security interest created by this Agreement shall represent (i) as close as possible to, but no more than 65% of the voting shares in the Company at any time and (ii) all non-voting shares in the Company held by, to the order or on behalf of the Chargor.

"Hong Kong" means the Hong Kong Special Administrative Region of the People's

Republic of China.

"Intercreditor Arrangements" means the First Lien Intercreditor Agreement and any other document that is designated by the Loan Parties' Agent and the Collateral Agent as an intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced or modified from time to time.

"Issuers" means the "Issuers" under, and as defined in, each of the Senior Secured

Notes Indentures, including their successors in interest.

"Lien" has the meaning given to such term in the First Lien Intercreditor Agreement. "Loan Documents" means the "Credit Documents" under, and as defined in, the First

Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document.

"Loan Parties" means the "Grantors" under, and as defined in, the First Lien

Intercreditor Agreement.

"Loan Parties' Agent" means Reynolds Group Holdings Limited (formerly known as

Rank Group Holdings Limited).

"Parallel Obligations" means the independent obligations of any of the Loan Parties arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Loan Party to the other Secured Parties (or any of them) under the Loan Documents.

"Principal Finance Documents" means the Credit Agreement, the 2009 Senior

Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011

Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the

Intercreditor Arrangements and any Additional Agreement.

"Receiver" means a receiver or receiver and manager or, where permitted by law, an administrative receiver of the whole or any part of the Charged Portfolio and that term will include any appointee made under a joint and/or several appointment.

"Related Assets" means all dividends, interest and other monies payable at any time in respect of the Shares and all other rights, benefits and proceeds (including the proceeds from any sale of the Shares following an enforcement of this Agreement and, in

particular, any proceeds that may not immediately be used to discharge Secured Liabilities) in respect of or derived from the Shares (whether by way of redemption, bonus, preference, option, substitution, conversion or otherwise).

"Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents including in particular, but not limited to, the Parallel Obligations together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other documents evidencing or securing any such liabilities provided always that no obligations shall be included in the definition of "Secured Liabilities" to the extent that, if included, the security interest granted pursuant to this Agreement or any part thereof would violate or breach any applicable law.

"Secured Parties" means the "Secured Parties" under, and as defined in, the First Lien

Intercreditor Agreement.

"Security Documents" means the "Security Documents" under, and as defined in, the

First Lien Intercreditor Agreement.

"Senior Secured Notes Indentures" means the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture.

"Shares" means (i) the voting shares in the Company held by, to the order or on behalf of the Chargor at any time representing as close as possible to, but no more than 65% of the voting shares in the Company and (ii) any non-voting shares in the Company held by, to the order or on behalf of the Chargor at any time (including, for the avoidance of doubt, any Future Shares) (the particulars of which, as at the date of this Agreement, are set out in Schedule 1 (Particulars of Shares) hereto).

1.2 Terms defined in the First Lien Intercreditor Agreement

Unless defined in this Agreement or the context otherwise requires, a term defined in the First Lien Intercreditor Agreement has the same meaning in this Agreement or any notice given under or in connection with this Agreement.

1.3 Construction

(a) The rules of interpretation contained in the First Lien Intercreditor Agreement will apply as if incorporated in this Agreement or in any notice given under or in connection with this Agreement, as if all references in such Clauses to the First Lien Intercreditor Agreement were a reference to this Agreement or such notice; and

(b) This Agreement is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this Agreement and the

Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.

1.4 Acknowledgement by Chargor

The Chargor acknowledges and agrees that the Collateral Agent's actions under this Agreement are on the basis of authority conferred under the Principal Finance Documents to which the Collateral Agent is a party, and on directions of the Applicable Representative. In so acting, the Collateral Agent shall have, subject to the terms of the Principal Finance Documents, the protections, immunities, rights, indemnities and benefits conferred on the collateral agent under the Principal Finance Documents.

2. COVENANT TO PAY AND CHARGE

2.1 Covenant to Pay

The Chargor covenants with the Collateral Agent that it shall discharge each of the

Secured Liabilities on their due date in accordance with their respective terms.

2.2 Further advances

(a) Subject to the terms of the Loan Documents, each Lender (as defined in the Credit Agreement) is under an obligation to make further Loans (as defined in the Credit Agreement) to the Loan Parties and that obligation will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(b) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(c) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(d) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(e) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

2.3 Charge

The Chargor charges the Charged Portfolio as beneficial owner and by way of first fixed charge, in favour of the Collateral Agent, as continuing security for the payment and discharge of the Secured Liabilities.

3. DELIVERABLES, RELATED ASSETS AND RELEASE

3.1 Deliverables

The Chargor will: (i) (in respect of the items referred to in paragraphs (a) and (b) below) upon the execution of this Agreement; and (ii) (in respect of the items referred to in paragraphs (c) to (e) below) promptly (and no later than 30 days) following the execution of this Agreement, deposit (or procure there to be deposited) with the Collateral Agent:

(a) all certificates and other documents of title to the Shares;

(b) undated bought and sold notes and instrument of transfer in respect of the Shares (in each case executed in blank by or on behalf of the Chargor or any person acting as its nominee);

(c) an undated letter of resignation executed by each director of the Company in substantially the form set out in Schedule 3 (Form of Letter of Resignation);

(d) undated written resolutions of the board of directors of the Company executed by all of the directors of the Company in substantially the form set out in Schedule 4 (Form of Written Resolutions); and

(e) a letter of undertaking and authorisation executed by each of the directors of the Company in substantially the form set out in Schedule 5 (Form of Letter of Undertaking and Authorisation),

and the Chargor will promptly (and no later than ten (10) Business Days) following the acquisition of any Future Shares in the capital of the Company by the Chargor, deliver to the Collateral Agent each of the documents specified in paragraphs (a) and (b) above in respect of such Future Shares together with (if applicable) an acknowledgement from each person holding any such Future Shares as the Chargor's nominee in substantially the form set out in Schedule 2 (Form of Acknowledgement from Nominee).

3.2 Related Assets

The Chargor shall, promptly (and no later than ten (10) Business Days) upon the accrual, offer or issue of any stocks, warrants or other securities in respect of or derived from the Shares, procure the delivery to the Collateral Agent of:

(a) all certificates and other documents of title representing such items;

(b) undated bought and sold notes and any instrument of transfer (executed in blank by or on behalf of the Chargor or any person acting as its nominee) in respect of such items as the Collateral Agent may request; and

(c) if applicable, an acknowledgement from each person (if any) holding any such items as the Chargor's nominee in substantially the form set out in Schedule 2 (Form of Acknowledgement from Nominee),

save to the extent that this would result in the shares subject to the security interest created by this Agreement representing more than 65% of the voting shares in the Company.

3.3 Change of Director

The Chargor shall, promptly (and no later than ten (10) Business Days) upon the appointment of any director of the Company after the date of this Agreement, procure the delivery to the Collateral Agent of:

(a) an undated letter of resignation executed by such director of the Company in substantially the form set out in Schedule 3 (Form of Letter of Resignation);

(b) undated written resolutions of the board of directors of the Company executed by all of the directors of the Company in substantially the form set out in Schedule 4 (Form of Written Resolutions); and

(c) a letter of undertaking and authorisation executed by such director of the Company in substantially the form set out in Schedule 5 (Form of Letter of Undertaking and Authorisation).

3.4 Dating of Documents

The Collateral Agent shall not be entitled to date and complete the undated documents delivered pursuant to Clauses 3.1 (Deliverables) to 3.3 (Change of Director) above unless the security created by or pursuant to this Agreement is enforceable in accordance with Clause 9 (Security Enforcement).

3.5 Release

(a) The security constituted by this Agreement shall be released, reassigned and cancelled:

(i) by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Chargor, upon the Secured Liabilities being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Chargor or any other person under any of the Loan Documents; or

(ii) in accordance with, and to the extent required by, the Intercreditor Arrangements (to the extent it is possible to give effect to such arrangements under Hong Kong law).

(b) If the Chargor disposes of any Shares and that disposal is permitted by the Principal Finance Documents, such Shares shall, unless an Enforcement Event has occurred and is continuing, be automatically released, reassigned, re-transferred and cancelled from the security constituted by this Agreement

with effect from the day of such disposal and the Collateral Agent (at the expense and cost of the Chargor) shall do all such acts which are reasonably requested by the Chargor in order to release, re-assign, re-transfer and cancel the relevant Shares from the security constituted by this Agreement. Any or all of the Shares shall also be released, re-assigned, re-transferred and cancelled in accordance with and to the extent permitted by the Intercreditor Arrangements.

4. VOTING RIGHTS AND DIVIDENDS

4.1 Voting rights and dividends before an Enforcement Event

If an Enforcement Event is not continuing, the Chargor shall:

(a) be entitled to all dividends, interest and other monies or distributions arising from the Charged Portfolio to the extent the same are permitted to be paid under the Principal Finance Documents; and

(b) be entitled to exercise all voting rights in relation to the Charged Portfolio provided that the Chargor shall not exercise (and shall procure that any nominee acting on its behalf does not exercise) such voting rights in any manner, or otherwise permit or agree to any (a) variation of the rights attaching to or conferred by any of the Shares or (b) increase in the issued share capital of the Company, which would adversely affect the validity or enforceability of the security created by this Agreement or which would cause the occurrence of an Enforcement Event.

4.2 Voting rights and dividends after an Enforcement Event

If an Enforcement Event has occurred and is continuing, the Collateral Agent may, at its discretion, (in the name of the Chargor or otherwise and without any further consent or authority from the Chargor):

(a) exercise (or refrain from exercising) any voting rights in respect of the

Charged Portfolio;

(b) apply all dividends, interest and other monies arising from the Charged

Portfolio in accordance with Clause 14 (Application of Proceeds);

(c) transfer the Charged Portfolio into the name of the Collateral Agent or such nominee(s) of the Collateral Agent as it shall require; and

(d) exercise (or refrain from exercising) the powers and rights conferred on or exercisable by the legal or beneficial owner of the Charged Portfolio, including the right, in relation to the Company, to concur or participate in:

(i) the reconstruction, amalgamation, sale or other disposal of such company or any of its assets or undertaking (including the exchange, conversion or reissue of any shares or securities as a consequence thereof),

(ii) the release, modification or variation of any rights or liabilities attaching to such shares or securities, and

(iii) the exercise, renunciation or assignment of any right to subscribe for any shares or securities,

in each case in the manner and on the terms the Collateral Agent thinks fit, and the proceeds of any such action shall form part of the Charged Portfolio.

5. CHARGOR'S REPRESENTATIONS

The Chargor represents and warrants that, on the date of this Agreement, with reference to the facts and circumstances then existing, it is not registered as a non- Hong Kong company under Part XI of the Companies Ordinance (Cap. 32) of Hong Kong nor has it made any application to be so registered.

6. CHARGOR'S UNDERTAKINGS

6.1 Undertakings

(a) Disposals and Negative pledge

Unless permitted by this Agreement or the Principal Finance Documents, the Chargor shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntarily or involuntarily, to sell, lease, transfer or otherwise dispose of the whole or any part of the Charged Portfolio and will not create or permit to subsist any security interest on any part of the Charged Portfolio or otherwise deal with any part of the Charged Portfolio, in each case without the consent of the Collateral Agent (acting on the reasonable instructions of the Applicable Representative).

(b) Calls on Shares

The Chargor undertakes to pay all calls or other payments when due in respect of any part of the Charged Portfolio. If the Chargor fails to make any such payment (of which the Collateral Agent has actual knowledge) the Collateral Agent may (but shall not be obliged to) make that payment on behalf of the Chargor and any sums so paid by the Collateral Agent shall be reimbursed by the Chargor promptly following demand together with interest on those sums. Such interest shall be calculated from the date of payment by the Collateral Agent until reimbursed (after, as well as before, judgment) in accordance with Clause 13.2 (Interest on Demands), provided that the Collateral Agent shall not be required to make any such payment on behalf of the Chargor unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or pre-funded to its satisfaction.

(c) Non-Hong Kong company

If at any time after the date of this Agreement, the Chargor applies to have itself registered as a non-Hong Kong company under Part XI of the Companies Ordinance (Cap. 32) of Hong Kong, it shall forthwith notify the

Collateral Agent. Without prejudice to the foregoing, upon its being registered as a non-Hong Kong company under Part XI of the Companies Ordinance (Cap. 32) of Hong Kong, it shall:

(i) forthwith notify the Collateral Agent and provide it with the details of such registration; and

(ii) promptly (and in any case within five weeks after the date of such registration) take all steps to comply with the requirements under section

91(5) of the Companies Ordinance (Cap. 32) of Hong Kong in respect of this Agreement and the security created hereby.

7. FURTHER ASSURANCE

7.1 Covenant for Further Assurance

Subject to the Agreed Security Principles, the Chargor will promptly at its own cost do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as, upon a reasonable instruction of the Applicable Representative, the Collateral Agent may specify (and in such form as the Collateral Agent, upon a reasonable instruction of the Applicable Representative, may require in favour of the Collateral Agent or its nominee(s) or Delegate) for the purposes of (a) exercising the Collateral Rights or perfecting the Lien created or intended to be created in respect of the Charged Portfolio (which may include the execution by the Chargor of a mortgage, charge or assignment over all or any of the assets constituting, or intended to constitute, the Charged Portfolio or the procurement of an acknowledgement from any nominee holder of any part of the Charged Portfolio substantially in the form of Schedule 2 (Form of Acknowledgement from Nominee)) or for the exercise of the rights, powers and remedies of the Collateral Agent provided by or pursuant to this Agreement or by law; and/or (b) to facilitate the realisation of the Charged Portfolio in each case in accordance with the rights vested in it under this Agreement. In addition, the Company shall procure that the relevant particulars of this Agreement are duly delivered to the Hong Kong Companies Registry for registration promptly upon execution hereof (and in any event, within five weeks of the date of execution hereof).

7.2 Prescribed Wording

The following covenants shall be implied in respect of any action taken by the Chargor to comply with its obligations under Clause 7.1 (Covenant for Further Assurance):

(a) the Chargor has the right to take such action in respect of the Charged

Portfolio; and

(b) subject to the Agreed Security Principles, the Chargor will at its own cost do all that it reasonably can to give the Collateral Agent or its nominee or Delegate the title and/or rights that it purports to give.

8. POWER OF ATTORNEY

8.1 Appointment and powers

The Chargor by way of security irrevocably (within the meaning of Section 4 of the Powers of Attorney Ordinance (Cap. 31)) appoints the Collateral Agent and any Receiver severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents (including, without limitation, any sold notes, any stock transfer forms and other instruments of transfer in respect of the Shares) and do all things which the attorney may consider to be required or desirable for:

(a) carrying out any obligation imposed on the Chargor by this Agreement or any other agreement binding on the Chargor to which the Collateral Agent is a party (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Charged Portfolio);

(b) enabling the Collateral Agent to exercise, or delegate the exercise of, all or any of the Collateral Rights; and

(c) enabling any Receiver to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on it by or pursuant to this Agreement or by law,

provided always that the Collateral Agent may only be entitled to exercise the powers conferred upon it by the Chargor under this Clause 8.1 if:

(i) an Enforcement Event has occurred and is continuing; and/or

(ii) the Collateral Agent has received notice from the Applicable Representative, the Loan Parties' Agent and/or the Chargor that the Chargor has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure (with a copy of that notice being sent to the Loan Party's Agent),

provided further that the Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Chargor under this Clause 8.1 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

8.2 Ratification

The Chargor shall ratify and confirm all things done and all documents executed by any attorney in the exercise or purported exercise of all or any of his powers.

9. SECURITY ENFORCEMENT

9.1 Time for Enforcement

If an Enforcement Event has occurred and is continuing or if a petition or application is presented for the making of a winding-up order in relation to the Chargor or if any person who is entitled to do so gives written notice of its intention to appoint an administrator of the Chargor or files such a notice with the court or is requested to do

so by the Chargor, save to the extent that such petition, application, notice or filing is not made by a member of the Group or any director of any member of the Group and is frivolous or vexatious and is stayed, dismissed or withdrawn within 4 Business Days of such petition, application, notice or filing being made the security created by or pursuant to this Agreement is immediately enforceable and the Collateral Agent may, without notice to the Chargor or prior authorisation from any court, subject to applicable laws, in its absolute discretion or shall, if so instructed by the Applicable Representative and if indemnified and/or secured and/or prefunded to its satisfaction:

(a) secure and perfect its title to all or any part of the Charged Portfolio (including transferring the Charged Portfolio into the name of the Collateral Agent or its nominees);

(b) enforce all or any part of the Lien created by this Agreement (at the times, in the manner and on the terms it in its sole discretion thinks fit) and take possession of and hold, sell, or otherwise dispose of all or any part of the Charged Portfolio (at the time, in the manner and on the terms it in its sole discretion thinks fit); and

(c) whether or not it has appointed a Receiver, exercise all or any of the powers, authorisations and discretions conferred by this Agreement on any Receiver or otherwise conferred by law on chargees or Receivers.

9.2 Power of sale

(a) If an Enforcement Event has occurred and is continuing, the Collateral Agent shall be entitled, without prior notice to the Chargor or prior authorisation from any court but subject to applicable laws, to sell or otherwise dispose of all or any part of the Charged Portfolio at the times, in the manner and on the terms it thinks fit. The Collateral Agent shall in its sole discretion apply the proceeds of that sale or other disposal in accordance with Clause 14 (Application of Proceeds).

(b) Any restrictions on the consolidation of security interests constituted by this Agreement shall be excluded to the fullest extent permitted by law and the Collateral Agent shall, so far as it shall be lawful, be entitled to consolidate all or any of the security interests constituted by this Agreement and/or its powers hereunder with any other security whether in existence at the date of this Agreement or created thereafter.

(c) A certificate in writing by an officer or agent of the Collateral Agent that any power of sale or other disposal has arisen and is exercisable shall be conclusive evidence (in the absence of manifest error) of that fact, in favour of a purchaser of all or any part of the Charged Portfolio.

9.3 Chargee's liability

Neither the Collateral Agent nor any Receiver will be liable to account as mortgagee or mortgagee in possession in respect of the Charged Portfolio or be liable for any loss

upon realisation or for any neglect, default or omission of any nature whatsoever in connection with the Charged Portfolio for which a mortgagee or mortgagee in possession might as such be liable.

10. RECEIVERS AND ADMINISTRATORS

10.1 Appointment and removal

Subject to applicable laws, at any time after having been requested to do so by the Chargor or if the security created by this Agreement is enforceable in accordance with Clause 9 (Security Enforcement), the Collateral Agent may by deed or otherwise (acting through an authorised officer of the Collateral Agent), without prior notice to the Chargor:

(a) appoint one or more persons to be a Receiver of the whole or any part of the

Charged Portfolio;

(b) remove (so far as it is lawfully able) any Receiver so appointed;

(c) appoint another person(s) as an additional or replacement Receiver(s); and

(d) appoint one or more persons to be an administrator of the Chargor.

10.2 Capacity of Receivers

Each person appointed to be a Receiver pursuant to Clause 10.1 (Appointment and removal) will be:

(a) entitled to act individually or together with any other person appointed or substituted as Receiver;

(b) for all purposes shall be deemed to be the agent of the Chargor which shall be solely responsible for his acts, defaults and liabilities and for the payment of his remuneration and no Receiver shall at any time act as agent for the Collateral Agent; and

(c) entitled to remuneration for his services at a rate to be fixed by the Collateral

Agent in its sole discretion from time to time.

10.3 Powers of Receivers

Every Receiver shall (subject to any restrictions in the instrument appointing him but notwithstanding any winding-up, bankruptcy, insolvency or dissolution of the Chargor) have and be entitled to exercise, in relation to the Charged Portfolio in respect of which he was appointed, and as varied and extended by the provisions of this Agreement and subject to applicable laws (in the name of or on behalf of the Chargor or in his own name and, in each case, at the cost of the Chargor):

(a) all the powers and rights of an absolute owner and power to do or omit to do anything which the Chargor itself could do or omit to do (including without limitation the right, in relation to the Company, to concur or participate in any of the matters specified in Clause 4.2(d), in each case in such manner and on

such terms as such Receiver may think fit, and the proceeds of any such action shall form part of such Charged Portfolio);

(b) the power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement or any of the Principal Finance Documents (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Receiver itself; and

(c) the power to do all things (including bringing or defending proceedings in the name or on behalf of the Chargor) which seem to the Receiver to be incidental or conducive to:

(i) any of the functions, powers, authorities or discretions conferred on or vested in him;

(ii) the exercise of any rights, powers and remedies of the Collateral Agent provided by or pursuant to this Agreement or by law (including realisation of all or any part of the Charged Portfolio); or

(iii) bringing to his hands any assets of the Chargor forming part of, or which when got in would be, the Charged Portfolio.

10.4 Specific Powers of Receivers

Without prejudice to the generality of the foregoing, each Receiver shall (subject to any restrictions in the instrument appointing him but notwithstanding any winding-up, bankruptcy, insolvency or dissolution of the Chargor) have the following powers (subject to applicable laws) in relation to the part of the Charged Portfolio (and any assets which, when got in, would be part of such Charged Portfolio) in respect of which he was appointed (and every reference in this Clause 10.4 to the "Charged Portfolio" shall be read as a reference to that part of the Charged Portfolio in respect of which such Receiver was appointed):

(a) Take Possession

power to take immediate possession of, collect and get in all or any part of the Charged Portfolio including without limitation all dividends, interests and other monies arising therefrom or accruing thereto (whether before or after the date of his appointment) and without prejudice to the foregoing, to cause to be registered all or any part of the Charged Portfolio in its own name or in the name of its nominee(s) or in the name of any purchaser(s) thereof in each case, provided such action is (directly or indirectly) in satisfaction of all or part of the Secured Liabilities;

(b) Proceedings and Claims

power to bring, prosecute, enforce, defend and abandon applications, claims, disputes, actions, suits and proceedings in connection with all or any part of the Charged Portfolio or this Agreement in the name of the Chargor or in his own name and to submit to arbitration, negotiate, compromise and settle any such applications, claims, disputes, actions, suits or proceedings and in addition to take or defend proceedings for the compulsory winding-up of the Chargor and proceedings for directions under Section 255 of the Companies Ordinance (Cap. 32);

(c) Deal with Charged Portfolio

power to sell, transfer, convey and/or dispose of all or any part of the Charged Portfolio (in each case with or without consideration provided such action is (directly or indirectly) in satisfaction of all or part of the Secured Liabilities) in such manner and on such terms as he thinks fit;

(d) Voting Rights

exercise (or refrain from exercising) any or all of the voting rights in respect of the Charged Portfolio or any part thereof in such manner and on such terms as he thinks fit;

(e) Appointment and Removal of Directors

complete, date and put into effect any sold note, instrument of transfer, any letter of resignation, any undated resolution(s) of the board of directors of the Company and/or any other document(s) delivered pursuant to Clause 3 (Deliverables, Related Assets and Release) and to exercise all powers of appointment and/or removal of the directors of the Company attaching to the Charged Portfolio or any part thereof;

(f) Acquisitions

power to purchase, lease, hire or otherwise acquire any assets or rights of any description which he shall in his absolute discretion consider necessary or desirable for the improvement or realisation of the whole or any part of the Charged Portfolio or otherwise for the benefit of the whole or any part of the Charged Portfolio;

(g) Redemption of Security

power to redeem, discharge or compromise any security on the Charged Portfolio whether or not having priority to the security constituted by this Agreement or any part of it;

(h) Covenants, Guarantees and Indemnities

power to enter into bonds, covenants, guarantees, commitments, indemnities and other obligations or liabilities as he shall think fit for the purposes of exercising any rights or powers conferred upon it by this Agreement, to make all payments needed to effect, maintain or satisfy such obligations or liabilities and to use the company seal(s) (if any) of the Chargor; and

(i) Exercise of Powers in Chargor's Name

power to exercise any of the above powers on behalf of and in the name of the Chargor (notwithstanding any winding-up, bankruptcy, insolvency or dissolution of the Chargor) or on his own behalf.

10.5 Consideration

The receipt of the Collateral Agent or any Receiver shall be a conclusive discharge to a purchaser and, in making any sale or disposal of any of the Charged Portfolio or making any acquisition, the Collateral Agent or any Receiver may do so for such consideration, in such manner and on such terms as it in its sole discretion thinks fit.

10.6 Protection of purchasers

No purchaser or other person dealing with the Collateral Agent or any Receiver shall be bound to inquire whether the right of the Collateral Agent or such Receiver to exercise any of its powers has arisen or become exercisable or be concerned with any propriety or regularity on the part of the Collateral Agent or such Receiver in such dealings.

10.7 Discretions

(a) Any liberty or power which may be exercised or any determination which may be made under this Agreement by the Collateral Agent or any Receiver may, subject to the terms and conditions of the Intercreditor Arrangements and to any requirement of reasonableness required under this Agreement, be exercised or made in its absolute and unfettered discretion without any obligation to give reasons.

(b) For the avoidance of doubt, it is acknowledged that the Collateral Agent is permitted to act on the instructions of the Applicable Representative in accordance with Clause 2.02(a)(i) of the First Lien Intercreditor Agreement. It is further acknowledged that the Collateral Agent may assume that any and all instructions received by it from the Applicable Representative under this Agreement are reasonable, and that any question as to the reasonableness or otherwise of such instructions shall be determined as between the Applicable Representative and the Chargor.

11. EFFECTIVENESS OF COLLATERAL

11.1 Collateral Cumulative

The collateral constituted by this Agreement and the Collateral Rights shall be cumulative, in addition to and independent of every other security which the Collateral

Agent or any other Secured Party may at any time hold for the Secured Liabilities or any rights, powers and remedies provided by law. No prior security held by the Collateral Agent or any other Secured Party over the whole or any part of the Charged Portfolio shall merge into the collateral constituted by this Agreement.

11.2 No Waiver

No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent, any right, power or remedy of the Collateral Agent provided by this Agreement or by law shall operate as a waiver, nor shall any single or partial exercise of that right, power or remedy prevent any further or other exercise of that or any other right, power or remedy of the Collateral Agent provided by this Agreement or by law.

11.3 Illegality, Invalidity, Unenforceability

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired and if any part of the security intended to be created by or pursuant to this Agreement is invalid, unenforceable or ineffective for any reason, that shall not affect or impair any other part of the security.

11.4 No liability

None of the Collateral Agent, its nominee(s) or any receiver or Delegate appointed pursuant to this Agreement shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the Charged Portfolio or (c) the taking possession or realisation of all or any part of the Charged Portfolio, except to the extent provided in the Principal Finance Documents.

11.5 Implied Covenants for Title

It shall be implied in respect of Clause 2.3 (Charge) that the Chargor is charging the Charged Portfolio free from all charges and encumbrances (whether monetary or not) and from all other rights exercisable by third parties (including liabilities imposed and rights conferred by or under any enactment).

11.6 Continuing Lien

(a) The Lien from time to time constituted by this Agreement is a continuing security and will remain in full force and effect as a continuing security until released or discharged by the Collateral Agent.

(b) No part of the security from time to time constituted by this Agreement will be considered satisfied or discharged by any intermediate payment, discharge or satisfaction of the whole or any part of the Secured Liabilities.

11.7 Immediate recourse

The Chargor waives any right it may have of first requiring the Collateral Agent or a Secured Party to proceed against or enforce any other rights or Lien or claim payment from any person before claiming from the Chargor under this Agreement. This waiver applies irrespective of any law or any provision of this Agreement to the contrary.

11.8 Avoidance of Payments

Notwithstanding Clause 3.5 (Release), if the Collateral Agent considers that any amount paid or credited to it is capable of being avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws, the liability of the Chargor under this Agreement and the security constituted by this Agreement shall continue and that amount shall not be considered to have been irrevocably paid.

11.9 Waiver of defences

The obligations of the Chargor under this Agreement and the Collateral Rights will not be affected by any act, omission, matter or thing which, but for this Clause 11.9 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Agreement and this Lien and whether or not known to the Chargor or the Collateral Agent or any Secured Party including:

(a) any time, waiver or consent granted to, or composition with, any Loan Party or other person;

(b) the release of any other Loan Party or any other person under the terms of any composition or arrangement with any creditor of any Loan Party;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Lien over assets of, any Loan Party or other person or any non-presentment or non- observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any other Lien;

(d) any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of, any Loan Party or any other person;

(e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of any Loan Document or any document or security or of the Secured Liabilities;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security or of the Secured Liabilities; or

(g) any insolvency or similar proceedings.

12. DELEGATION

Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by Hong Kong law), each of the Collateral Agent and any Receiver shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement (including the power of attorney) on such terms and conditions as it in its sole discretion shall see fit, which delegation shall not

preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent or the Receiver itself.

13. INDEMNITY AND INTEREST

13.1 Indemnity

To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement and in the Additional Collateral Agent's Fee Letter, the Chargor shall, notwithstanding any release or discharge of all or any part of the security constituted by this Agreement, indemnify the Collateral Agent, its agents, attorneys, any Delegate and any Receiver against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may sustain as a consequence of any breach by the Chargor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Charged Portfolio.

13.2 Interest on Demands

Section 2.07 (Default Interest) of the Credit Agreement applies to amounts which the Chargor fails to pay under this Agreement provided that such rate shall not exceed 2 per cent. per annum.

13.3 Payments Free Of Deduction

Section 2.20 (Taxes) of the Credit Agreement applies to this Agreement, save that, for the purposes of this Agreement only, the references in Section 2.20 (Taxes) of the Credit Agreement to "Loan Party" shall be replaced with "Chargor". The exceptions to, and exclusions from, Section 2.20 (Taxes) of the Credit Agreement contained in the Loan Documents (including, without limitation Schedule 10.03 of the Credit Agreement) apply to the incorporation of Section 2.20 (Taxes) of the Credit Agreement in this Agreement.

14. APPLICATION OF PROCEEDS

All moneys received or recovered by the Collateral Agent or any Receiver pursuant to this Agreement or the powers conferred by it shall (subject to the claims of any person having prior rights thereto) be applied in accordance with Section 2.01 of the First Lien Intercreditor Agreement save that any amount received or recovered in excess of the Secured Liabilities shall be returned to the Chargor.

15. OTHER LIEN

15.1 Redemption or transfer

In the event of any action, proceeding or step being taken to exercise any powers or remedies conferred by any prior ranking Lien in case of exercise by the Collateral Agent or any Receiver or any Delegate of any power of sale under this Agreement, the Collateral Agent may redeem such prior Lien or procure the transfer thereof to itself.

15.2 Accounts

The Collateral Agent may settle and pass the accounts of the prior Lien and any accounts so settled and passed will be conclusive and binding on the Chargor.

15.3 Costs of redemption or transfer

All principal monies, interest, costs, charges and expenses of and incidental to any redemption or transfer will be paid by the Chargor to the Collateral Agent on demand together with accrued interest thereon as well as before judgment at the rate from time to time applicable to unpaid sums specified in the Credit Agreement from the time or respective times of the same having been paid or incurred until payment thereof (after as well as before judgment).

15.4 Subsequent Interests

If the Collateral Agent (acting in its capacity as security trustee or otherwise) or any of the Secured Parties at any time receives notice or is deemed to have received notice of any subsequent Lien affecting all or any part of the Charged Portfolio or any assignment or transfer of the Charged Portfolio which in either case is prohibited by the terms of this Agreement or the Principal Finance Documents, all payments made by the Chargor to the Collateral Agent or any of the Secured Parties after that time shall be treated as having been credited to a new account of the Chargor and not as having been applied in reduction of the Secured Liabilities as at the time when the Collateral Agent received notice.

16. SUSPENSE ACCOUNTS AND CURRENCY INDEMNITY

16.1 Suspense Accounts

All monies received, recovered or realised by the Collateral Agent under this Agreement (including the proceeds of any conversion of currency) may in the discretion of the Collateral Agent be credited to any interest bearing suspense or impersonal account maintained with the Collateral Agent or any bank, building society or financial institution as it considers appropriate and may be held in such account for so long as the Collateral Agent may think fit (acting on the instructions of the Applicable Representative) pending their application from time to time (as the Collateral Agent is entitled to do in its discretion) in or towards the discharge of any of the Secured Liabilities and save as provided herein no party will be entitled to withdraw any amount at any time standing to the credit of any suspense or impersonal account referred to above.

16.2 Currency Indemnity

(a) The Secured Liabilities shall be paid in the currency in which it is denominated at the relevant time, unless the Loan Documents provide otherwise.

(b) If any Secured Liabilities is received from the Chargor in a currency ("first currency") other than the currency ("second currency") in which it is payable (whether as a result of obtaining or enforcing an order or judgment, the dissolution of any person or otherwise), the amount received shall only

satisfy the Chargor’s obligation to pay its Secured Liabilities to the extent of the amount in the second currency which the relevant Secured Party is able, in accordance with its usual practice, to purchase with the amount received in the first currency on the date of that receipt (or, if it is not possible to make that purchase on that date, on the first date upon which it is possible to do so).

(c) Subject to Section 9.05 of the Credit Agreement, the Additional Collateral Agent's Fee Letter and the terms of the Principal Finance Documents, the Chargor indemnifies each Secured Party against:

(i) any loss sustained by it as a result of the amount purchased by it in the second currency pursuant to 16.2(b) above being less than the amount due; and

(ii) all costs and expenses properly incurred by it in purchasing the second currency,

in respect of any Secured Liabilities received from the Chargor.

(d) The Chargor shall pay to the relevant Secured Party, promptly upon demand, in the currency stipulated, all amounts payable pursuant to such indemnity.

17. ASSIGNMENT

17.1 Permitted Successors

The Collateral Agent may assign and transfer all or any of its rights and obligations under this Agreement to facilitate the performance of its role as Collateral Agent under the Loan Documents in accordance with the Intercreditor Arrangements. This Agreement shall be binding upon and shall inure to the benefit of each party and its direct or subsequent legal successors, permitted transferees and assigns.

17.2 Collateral Agent Successors

This Agreement shall remain in effect despite any amalgamation or merger (however effected) relating to the Collateral Agent; and references to the Collateral Agent shall include any assignee or successor in title of the Collateral Agent and any person who, under the laws of its jurisdiction of incorporation or domicile, has assumed the rights and obligations of the Collateral Agent under this Agreement or to which, under such laws, those rights and obligations have been transferred.

17.3 Disclosure

Subject to Section 9.16 of the Credit Agreement and the terms of the Principal Finance Documents, the Collateral Agent shall be entitled to disclose such information concerning the Chargor or any other person and this Agreement as the Collateral Agent considers appropriate to any actual or proposed direct or indirect successor or to any person to whom information may be required to be disclosed by applicable law.

18. WAIVERS AND COUNTERPARTS

18.1 Waivers

No waiver by the Collateral Agent of any of its rights under this Agreement shall be effective unless given in writing.

18.2 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

19. NOTICES

All notices and other communications provided under this Agreement shall be served in accordance with the provisions of the First Lien Intercreditor Agreement.

20. LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by Hong Kong law.

21. ENFORCEMENT

21.1 Jurisdiction of Hong Kong Courts

(a) The courts of Hong Kong have exclusive jurisdiction to settle any dispute (a "Dispute") arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Agreement.

(b) The parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c) This Clause 21 (Enforcement) is for the benefit of the Collateral Agent only.

As a result and notwithstanding Clause 21.1(a), the Collateral Agent may take proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

21.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, the

Chargor:

(a) irrevocably appoints the Company as its agent for service of process in relation to any proceedings before the Hong Kong courts in connection with this Agreement; and

(b) agrees that failure by an agent for service of process to notify the Chargor of the process will not invalidate the proceedings concerned.

THIS AGREEMENT has been signed on behalf of the Collateral Agent and has been executed and is intended to be and is hereby delivered by the Chargor as a deed on the date specified above.

SCHEDULE 1

Registered Owner	PARTICULARS OF SHARES Beneficial Owner Shares (Ordinary	Representative
	Shares of HK$1 Each)	Share Certificate No(s)
Graham Packaging Company, L.P.	Graham Packaging 760,500 Company, L.P.	4

SCHEDULE 2

FORM OF ACKNOWLEDGEMENT FROM NOMINEE

To: Wilmington Trust (London) Limited, as Collateral Agent

Dear Sirs,

At the request of Graham Packaging Company, L.P. (the "Chargor"), I/we hereby:

1. warrant and confirm that I am/we are the registered holder(s) of [insert number and description of relevant Shares and/or Related Assets] in Graham Packaging Asia Limited (the "Share[s]") and am/are holding the Share[s] as nominee for and on behalf of the Chargor;

2. acknowledge that the Chargor has, pursuant to a security over shares agreement (the "Share Charge") dated [ • ] between the Chargor and you as Collateral Agent, charged the Share[s] in favour of you as security upon the terms and conditions specified therein;

3. undertake that I/we shall, upon and at all times after the enforcement of the security constituted by the Share Charge in respect of the Share[s], hold the Share[s] on trust for you (or any other person whom you may nominate);

4. undertake that I/we shall, upon being requested by you to do so, upon the enforcement of the security constituted by the Share Charge, transfer the legal title in the Share[s] to you (or any other person whom you may nominate) and do all acts and execute all documents as may be necessary and/or as you may require for such purpose; and

5. irrevocably and unconditionally appoint each of you and any Receiver (as defined in the Share Charge) severally to be my/our attorney on the terms of Clause 8 (Power of Attorney) and Clause 12 (Delegation) of the Share Charge (mutatis mutandis) as if I was/we were the Chargor, and undertake to execute such further powers of attorney in such form as you may require (acting on the reasonable instructions of the Applicable Representative) from time to time.

Dated:

[in the case where the relevant nominee is a company incorporated in Hong Kong or a company incorporated outside Hong Kong which has a company seal]

THE COMMON SEAL of ) [name of relevant nominee] ) was hereunto affixed ) in the presence of )

[in the case where the relevant nominee is a company outside Hong Kong which does not have

any company seal]

SIGNED, SEALED and DELIVERED ) as a DEED by ) [name of relevant authorised signatory] ) for and on behalf of ) [name of relevant nominee] ) in the presence of )

Witness:

[in the case where the relevant nominee is an individual]

SIGNED, SEALED and DELIVERED ) as a DEED by ) [name of relevant nominee] ) in the presence of )

Witness:

L.S

L.S

SCHEDULE 3

FORM OF LETTER OF RESIGNATION

To: The Board of Directors

Graham Packaging Asia Limited (the "Company") [insert address of registered office of the Company]

Date: [to be left blank]

Dear Sirs,

Security over Shares Agreement dated [ • ] between Graham Packaging Company, L.P. as Chargor and Wilmington Trust (London) Limited as Collateral Agent in respect of the Shares in the Company

Resignation

I hereby tender my unconditional and irrevocable resignation as a director of the Company with effect from the date of this letter. I confirm that:

1. I have no claims whatsoever against the Company or any of its subsidiaries or associated companies (if any) on any account (whether for loss of office or for fees or otherwise howsoever), provided that this letter is delivered without prejudice to any rights I have for accrued remuneration owing pursuant to my employment contract with the Company or for any claim I may have in respect of company pensions; and

2. there is no outstanding agreement or arrangement with the Company or any of its subsidiaries or associated companies (if any) under which the Company or any of such subsidiaries or associated companies has or would have any obligation to me whether now or in the future or under which I would derive any benefit other than any amounts due pursuant to my contract of employment with the Company and related employer pension benefits.

SIGNED, SEALED and DELIVERED ) as a DEED by ) [name of director] ) in the presence of )

Name, address and signature of witness

Signature:

Name: Address:

L.S

SCHEDULE 4

FORM OF WRITTEN RESOLUTIONS

GRAHAM PACKAGING ASIA LIMITED (the "Company")

WRITTEN RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY Dated: [to be left blank]

IT IS RESOLVED THAT:

1. the following transfer of the shares in the Company be approved and that, upon the delivery to any director of the Company of a duly completed instrument of transfer in respect of any of the following transfers, the name of the relevant transferee be entered forthwith in the register of members of the Company in respect of the relevant shares so transferred and that new share certificates in respect of such shares be issued forthwith to such transferee in accordance with the Articles of Association of the Company:

• transfer of [to be left blank] shares in the Company from Graham Packaging Company, L.P. (or its nominee(s) or successor(s) for the time being) to the Collateral Agent (as defined in the Share Charge) for the time being under the Share Charge or any person(s) nominated by the Collateral Agent in writing;

For the purpose of this paragraph 1, the "Share Charge" means the security over shares agreement dated [ • ] and made between Graham Packaging Company, L.P. as Chargor and Wilmington Trust (London) Limited as Collateral Agent (as amended from time to time).

2. each of the following persons be appointed as an additional director of the Company with immediate effect:

[to be left blank]

3. the resignation of the following persons as directors of the Company be accepted with immediate effect:

[to be left blank]

4. the above changes in directorships of the Company be notified to the Hong Kong Companies Registry as soon as shall be practicable and that any director or the secretary of the Company be authorised to sign and deliver any relevant return in connection therewith.

[all the directors of the Company to state their names and sign]

HKG-1-931357-v5 - 30 - 70-40145101

SCHEDULE 5

FORM OF LETTER OF UNDERTAKING AND AUTHORISATION

To: [the Collateral Agent]

Dear Sirs,

Security over Shares Agreement dated [ • ] between Graham Packaging Company, L.P. as Chargor and Wilmington Trust (London) Limited as Collateral Agent (the "Share Charge") in respect of the Shares in Graham Packaging Asia Limited (the "Company")

I hereby unconditionally and irrevocably:

1. undertake to procure, to the extent of my powers as a director of the Company, that any or all of the shares in the Company which are charged to you pursuant to the Share Charge shall upon your request, at any time if the security constituted by the Share Charge is enforceable in accordance with its terms, be promptly registered in the name of yourself or (at your request) any person(s) whom you may nominate; and

2. authorise each of you and any other person(s) authorised by you severally to complete, date and put into effect:

(a) the attached letter of resignation signed by me;

(b) the attached written resolutions of the board of directors of the Company signed by me; and

(c) any other document signed by me and delivered pursuant to Clause 3 (Deliverables, Related Assets and Release) of the Share Charge,

in each case, at any time if the security constituted by the Share Charge is enforceable in accordance with its terms.

Dated:

SIGNED, SEALED and DELIVERED ) as a DEED by ) [name of relevant director] ) in the presence of )

Name, address and signature of witness

Signature:

Name: Address:

L.S

HKG-1-931357-v5 - 31 - 70-40145101

EXECUTION PAGE FOR

GRAHAM PACKAGING COMPANY, L.P. SECURITY OVER SHARES AGREEMENT

Chargor

SIGNED, SEALED and DELIVERED as a DEED by )

)

)

) for and on behalfof ) GRAHAM PACKAGING COMPANY, L.P. )

Collateral Agent

WILMINGTON TRUST (LONDON) LIMITED

By:    /s/ Elaine Lockhart

Name:    Elaine Lockhart

Director

Address: Third Floor

I King's Arms Yard

London

EC2R 7AF

Fax: +44 (0)20 7397360 I

Attention: Paul Barton

/s/ Jill Urey

Jill Urey

Secretary

EX-4.6

Indemnification Agreement

[sometimes a Letter of Indemnification or Deed Pool of Indemnification]

Dated _____________________

Reynolds Group Holdings Limited

for the benefit and in favor of

the Indemnitees defined in agreement

THIS Agreement is made on ____________________________

BY:

Reynolds Group Holdings Limited, a company registered in New Zealand whose registered office is at Level 9, 148 Quay Street, Auckland, New Zealand (“RGHL”);

IN FAVOR AND FOR THE BENEFIT OF:

Each Indemnitee (as defined below).

BACKGROUND

A. [Describe Transactions] (the “Transactions”)

B. RGHL has agreed to provide an indemnity to the Indemnitees as defined below in respect of the Transaction as further described below.

It is the intention of RGHL that this document be executed as an agreement (this “Agreement”) in favor and for the benefit of each Indemnitee.

THIS AGREEMENT WITNESSES as follows:

1. Definitions

“Obligor” means the companies listed in Part A of the Schedule to this Agreement; and

“Indemnitee” means each person listed in Part B of the Schedule to this Agreement.

2. Indemnification

RGHL shall indemnify each Indemnitee against all legal expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges in connection therewith) (collectively, the “Indemnified Liabilities”) incurred by an Indemnitee or on an Indemnitee’s behalf in connection with any proceeding resulting from or relating to decisions the Indemnitee made or any actions the Indemnitee took on behalf of an Obligor in his or her capacity as a director or officer of that company in connection with any transactions or the approval or execution of any resolutions or documents in relation to [the Transactions].

3. Limitations on Indemnification

Notwithstanding any other provision of this Agreement, an Indemnitee shall not be entitled to indemnification under this Agreement:

(a) to the extent that such indemnification is not permitted by applicable laws; or

(b) to the extent such Indemnified Liabilities are the result of the gross negligence, bad faith or willful misconduct of the Indemnitee; or

(c) to the extent that payment is actually made, or for which payment is available, to or on behalf of the relevant Indemnitee under an insurance policy, except in respect of any amount in excess of the limits of liability of such policy or any applicable deductible for such policy; or

(d) to the extent that payment has or will be made to the relevant Indemnitee by an Obligor or any affiliate of RGHL otherwise than pursuant to this Agreement; or

(e) in connection with any proceeding (or part thereof) initiated by an Indemnitee, unless:

i. such indemnification is expressly required to be made by law;

ii. the proceeding was authorized by the shareholder(s) (or other decision making organ) of the relevant Obligor; or

iii. such indemnification is provided by the relevant Obligor, in its sole discretion, pursuant to the powers vested in the Obligor under applicable law.

4. Indemnification Procedure

(a) Each Indemnitee shall give RGHL notice in writing as soon as practicable of any proceeding in relation to that Indemnitee for which indemnification will or could be sought under this Agreement. To obtain indemnification payments or advances under this Agreement, an Indemnitee shall submit to RGHL a written request therefore, together with such invoices or other supporting information as may be reasonably requested by RGHL and reasonably available to the relevant Indemnitee. Subject to clause 4 (b), RGHL shall make such indemnification payment within 30 business days of receipt of such invoices and supporting information.

(b) There shall be no presumption in favor of indemnification. If there is a dispute between RGHL and an Indemnitee as to whether that Indemnitee is entitled to indemnification, then independent legal counsel shall be selected by the board of directors of RGHL to make such determination. The selected independent legal counsel shall make such determination within 30 business days of being selected and the decision of such independent legal counsel shall be binding upon all RGHL and the relevant Indemnitee;

5. Severability

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law.

6. Governing law

This Agreement shall be governed by and its provisions construed in accordance with _______________.

7. Amendments

No amendment or modification of this Agreement shall be effective unless it is approved in writing by each Indemnitee having the benefit of this Agreement.

8. [Termination

This Agreement shall remain in effect in favor and for the benefit of each Indemnitee until the expiration of 12 months after the date that is the later to occur of:

(a) the relevant Indemnitee ceasing to serve as a director of the relevant Obligor; and

(b) the date on which all obligations of the relevant Obligor of which that Indemnitee is a director or officer (as relevant) in respect of the [Transaction Documents] are expired, terminated or released.]

IN WITNESS of which this Agreement has been executed and has been delivered on the date stated at the beginning of this Agreement for the benefit and in favor of each Indemnitee.

Reynolds Group Holdings Limited

_______________________________

Name:

Schedule

Part A

Obligor

Part B

List of Indemnitees

List of Substantially Similar Agreements

Indemnification Agreement, dated August 25, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Netherlands)

Deed Poll of Indemnification, dated August 25, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (BP III - Luxembourg)

Deed Poll of Indemnification, dated August 25, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom)

Agreement of Indemnification, dated August 25, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (United States)

Deed Poll of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg)

Deed Poll of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom - SIG)

Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (SIG Euro Supervisory Board)

Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Austria - SIG)

Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Hong Kong - SIG)

Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Switzerland - SIG)

Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Thailand - SIG)

Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (US - SIG)

Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Germany - SIG)

Deed Poll of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom - Closures, Reynolds Consumer Products and Reynolds Foodservice)

Indemnification Agreement, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Netherlands)

Deed Poll of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Closures - Hong Kong)

Deed Poll of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Evergreen - Hong Kong)

Deed Poll of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Japan - Closures)

Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Germany - Closures)

Agreement of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States - Evergreen)

Agreement of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States - Closures, Reynolds Consumer Products and Reynolds Foodservice)

Agreement of Indemnification, dated November 16, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Pactiv - United States)

Deed Poll of Indemnification, dated November 16, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Pactiv - United Kingdom)

Letter of Indemnification, dated November 16, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Pactiv - Germany)

Deed Poll of Indemnification, dated December 17, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein

Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Germany - Closures)

Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Closures and Evergreen - Hong Kong)

Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Japan - Closures)

Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg)

Indemnification Agreement, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Netherlands)

Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom - Closures, Reynolds Consumer Products, Reynolds Foodservice and Pactiv)

Agreement of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States - Closures, Reynolds Consumer Products, Evergreen, Reynolds Foodservice and Pactiv)

Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Austria - SIG)

Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Germany - SIG)

Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Thailand)

Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Hong Kong - SIG)

Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (SIG Euro Supervisory Board)

Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Switzerland - SIG)

Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom - SIG)

Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (US - SIG)

Letter of Indemnification, dated March 1, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Pactiv - Germany)

Letter of Indemnification dated March 1, 2011 for the benefit and in favour of the Indemnitees defined therein (SIG Reinag AG)

Letter of Indemnification, dated July 6, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Germany - Closures)

Letter of Indemnification, dated July 6, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States - Closures, Reynolds Consumer Products and Pactiv Foodservice)

Letter of Indemnification, dated July 6, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Germany - SIG)

Letter of Indemnification, dated July 6, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom - SIG Holdings UK Limited, SIG Combibloc Limited)

Letter of Indemnification, dated July 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Hong Kong)

Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Hong Kong)

Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Japan)

Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg)

Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Netherlands)

Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Switzerland)

Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States - SIG Holdings USA, SIG Combibloc Inc.)

Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Switzerland)

Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom - Closures, Reynolds Consumer Products and Pactiv Foodservice)

 Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (SIG Euro Supervisory Board)

Letter of Indemnification, dated July 19, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Thailand)

Agreement of Indemnification, dated September 8, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States)

Letter of Indemnification, dated October 5, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Austria)

Deed Poll of Indemnification, dated October 13, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Registration Statement)

Agreement of Indemnification, dated October 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States - RenPac and Reynolds Manufacturing)

Agreement of Indemnification, dated March 12, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States - Graham Packaging Holdings Company and certain of its subsidiaries)

Deed Poll of Indemnification, dated March 14, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg - Beverage Packaging Holdings (Luxembourg) IV S.à r.l.)

Agreement of Indemnification, dated April 23, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Netherlands - Graham Packaging Holdings B.V.)

Deed Poll of Indemnification, dated October 22, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg - Beverage Packaging Factoring (Luxembourg) S.à r.l.)

Deed Poll of Indemnification, dated December 18, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg - Beverage Packaging Holdings (Luxembourg) V S.A.)

Agreement of Indemnification, dated May 20, 2013, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States - Beverage Packaging Holdings II Issuer Inc.)

Deed Poll of Indemnification, dated May 20, 2013, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg - Beverage Packaging Holdings (Luxembourg) VI S.à r.l.)

Agreement of Indemnification, dated April 4, 2013, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States - Spirit Foodservice Products, Inc., Spirit Foodservice, Inc. and Master Containers, Inc.)

 Letter of Indemnification, dated July 10, 2013, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Austria - SIG)

Deed Poll of Indemnification, dated November 5, 2013, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (BVI)

Agreement of Indemnification, dated February 14, 2014, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States - Trans Western Polymers, Inc.)

Deed Poll of Indemnification, dated February 14, 2014, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg - Beverage Packaging Holdings (Luxembourg) II S.A.)

Agreement of Indemnification, dated February 14, 2014, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Spain - Closure Systems International Espana S.L.U.)

Deed Poll of Indemnification, dated December 6, 2014, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Germany - Pactiv-Omni Germany Holdings GmbH)

Deed Poll of Indemnification, dated June 15, 2015 by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Beverage Packaging (New Zealand) Limited

Agreement of Indemnification dated October 21, 2016 by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnities defined therein (United States - GEC Packaging Technologies LLC)

1

EX-4.17

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (this "Agreement"), effective as of January I, 2012, by and among Rank Group North America, Inc., a corporation organized under the laws of Delaware ("RGNA" or the "Service Provider"), and Reynolds Services, Inc., a corporation organized under the laws of Delaware ("Reynolds Services" or "Service Recipient").

WHEREAS, RGNA is a direct subsidiary of Rank Group Limited, a corporation organized under the laws of New Zealand ("RGL"), and is indirectly owned by Graeme Richard Hart ("Mr. Hart");

WHEREAS, Reynolds Services is an indirect subsidiary of Reynolds Group Holdings Limited, a corporation organized under the laws of New Zealand ("RGHL" and together with its subsidiaries, the "Reynolds Group") with operations through various subsidiaries, including Reynolds Services, and is indirectly owned by Mr. Hart;

WHEREAS, the Service Recipient is seeking assistance, including for certain of their respective affiliates, with respect to certain categories of management services;

WHEREAS, the Service Provider desires to provide, either directly or through certain of its subsidiaries (in its sole discretion), certain categories of management services to the Service Recipient (and to certain of its respective subsidiaries);

WHEREAS, the Service Provider has the requisite knowledge and expertise to provide such management services; and

WHEREAS, the parties wish to enter into this Agreement to specify the terms on which the Services (defined below) will be provided.

NOW THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section I. SERVICE PROVIDER'S DUTIES AND RESPONSIBILITIES

1.1 The Service Recipient hereby hires the Service Provider to render, and the Service Provider hereby agrees to render, the management services described in Exhibit A (the "Services"). The Services will be provided by either the Service Provider's or any of its affiliates' personnel, or by third parties contracted by the Service Provider in a manner that most efficiently meets the needs of the Service Recipient, which in each case will be determined by the Service Provider in its sole discretion.

1.2 In no event will the Service Provider by liable to the Service Recipient for any financial loss to such Service Recipient in connection with the provision of Services under this Agreement.

Section 2. SERVICE FEE AND PAYMENT

2.1 The Service Provider will charge the Service Recipient, and the Service Recipient will pay the Service Provider, an arm's length service fee for the Services provided, which shall be equal to the amount determined in accordance with Exhibit B.

2.2 The costs incurred by the Service Provider in providing the Services under this Agreement will be calculated using a generally accepted cost accounting system and will be based on actual direct and indirect costs incurred by the Service Provider's or any of its affiliates' personnel or costs incurred by third parties contracted by the Service Provider.

2.3 All payments made by any Service Recipient under this Agreement will be in U.S. dollars net of any deduction or withholding for any and all Taxes (defined below) imposed on any party by the local taxing authority.

2.4 The Service Provider will invoice the Service Recipient for Services provided monthly. Each such invoice shall be payable upon receipt by the applicable Service Recipient. Interest will be charged on past due unpaid balances in the amount of the maximum interest rate per month legally permitted under the jurisdiction of the applicable Service Recipient. Payment will be made in the United States of America in accordance with the terms of the applicable invoice.

2.5 The parties have established this Agreement with the intent to satisfy the arm's length standard under local law. The parties intend to maintain contemporaneous documentation to support the determination of the service fee under this Agreement. In the event that the local taxing authority of any party makes an adjustment to any intercompany transaction and the local party has used its best efforts to resolve the matter, the parties hereby mutually agree that each is contractually bound to reimburse the other an amount equal to any final transfer pricing adjustment determined by said local taxing authority regarding the intercompany transactions at issue. This adjustment includes interest, penalty and any other additions to tax. Any reimbursement under this provision is to be made regardless of any local tax authority or tax treaty procedural matters relating to this Agreement.

2.6 The Service Provider will maintain corporate records that adequately support the invoices that it submitted to each Service Recipient and will make available such corporate records to any Service Recipient upon reasonable request.

Section 3. TERM OF AGREEMENT AND TERMINATION

3 .1 The initial term of this Agreement will commence as of the date set forth above and will continue until December 31, 2016 (the "Initial Term"). This Agreement will automatically renew thereafter in force for subsequent one year terms ( expiring December 31) (each, a "Term") unless such party notifies the other parties in writing 30 days before the expiration of the Initial Term or such Term.

3.2 The parties agree that the terms of this Agreement accurately reflect the conduct of the parties since the effective date.

parties.

3 .3 This Agreement may be terminated by mutual agreement m writing by both

3 .4 The Service Provider may terminate this Agreement (i) immediately and without notice if any Service Recipient is declared insolvent or bankrupt, makes a general assignment for the benefit of creditors, or if a petition for bankruptcy, reorganization or liquidation is filed against it or (ii) 30 days after notice of a material breach of this Agreement to such Service Recipient if such material breach is not cured during such 30 day period.

3 .5 The Service Recipient may terminate this Agreement (i) immediately and without notice if the Service Provider is declared insolvent or bankrupt, makes a general assignment for the benefit of creditors, or if a petition for bankruptcy, reorganization or liquidation is filed against it or (ii) 30 days after notice of a material breach of this Agreement to the Service Provider if such material breach is not cured during such 30 day period.

3.6 With respect to the Service Provider or Service Recipient, this Agreement shall terminate immediately and without notice if there is a change in the ownership or control of the Service Provider or such Service Recipient such that the Service Provider or Service Recipient is no longer wholly-owned directly or indirectly by Mr. Hart.

Section 4. TAXES

4.1 The term "Taxes" will mean any and all present and future levies, imposts, duties, deductions, charges, or withholdings and all liabilities with respect thereto imposed on either party by applicable tax authorities.

4.2 If the paying party is required by applicable law to deduct any Taxes from or in respect of any sum payable under or in respect of this Agreement to the other party (i) the paying party shall make such deductions, and (ii) the paying party shall pay the full amount deducted to the relevant taxing authorities in accordance with the requirements of applicable law.

4.3 In addition, the paying party agrees to pay any present or future stamp, recording, documentary, excise, property or similar tax, charge or levy that arise from any payments made under or in respect of this Agreement.

Section 5. CONFIDENTIALITY

Each party agrees to keep confidential all business secrets and information provided or received by it under this Agreement.

Section 6. INDEPENDENT CONTRACTOR

The Service Provider's status will be that of an independent contractor. The Service

Provider will not hold itself out as an employee, agent, representative or partner of, or joint

venturer with, any Service Recipient by virtue of this Agreement ( or the Services to be provided hereunder).

Section 7. MISCELLANEOUS

7.1 Notice. All notices, requests, demands and other communications provided for herein will be deemed to have been given at the time delivered to a recognized international express courier or when sent by registered mail, return receipt requested, or by cablegram, telex or facsimile duly acknowledged, to such parties at the addresses for their principal office indicated above or to such other address as the party to who notice is to be given may have furnished to the other party in writing.

7.2 Waiver. Any waiver by either party of a breach of any term or condition of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other term or condition hereof.

7.3 Severability. In the event that any of the provisions of this Agreement should be void or unenforceable, the other parts of this Agreement shall continue in full force and effect. The parties shall substitute the void or unenforceable provision with a valid provision with the same or substantially the same economic effects.

7.4 Governing Law. This Agreement will be governed by the laws of the State of

New York and will be construed in accordance with said laws.

7.5 Dispute Resolution. Any claim or dispute arising under this Agreement will be amicably settled if possible by mutual consent. In the event of failure to settle such claim or dispute, the matter will be submitted to, and settled by, the RGL Chief Financial Officer.

7.6 Subsequent Parties. This Agreement will be binding upon and inure to the benefit of the parties hereto and to their respective successors, assigns, parents, subsidiaries or otherwise related or affiliated company(s).

7.7 Assignment. No assignment or other transfer or rights or obligations set forth herein may be made by the Service Provider without the prior written consent of the Service Recipient. No assignment or other transfer or rights or obligations set forth herein may be made by any Service Recipient without the prior written consent of the Service Provider.

7.8 Headings. The section headings of this Agreement are for convenience only and will not be deemed to affect in any way the meaning of the provisions to which they refer.

7. 9 Entire Agreement. This Agreement represents the entire agreement between the parties and all prior assertions, understandings, warranties and representations are merged herein. It is a final integrated agreement which includes all the terms, conditions and representations between the parties, and the parties make no warranties, covenants or agreements, express or implied, except those expressly set forth herein.

7.10 Amendment or Modification. This Agreement may be modified or amended only by a written document signed by each party to this Agreement.

7.11 Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers.

SERVICE PROVIDER Rank Group North America Inc.

By: /s/ Tracee Reeves

Authorized Signatory: Tracee Reeves

SERVICE RECIPIENT

Reynolds Services, Inc.

By:    /s/ Joseph Doyle

Authorized Signatory: Joseph Doyle

EX-4.18

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (this "Agreement"), effective as of January I, 2016, by and among Rank Group Limited, a corporation organized under the laws of New Zealand ("RGL" or the "Service Provider"); and Reynolds Group Holdings Limited, a corporation organized under the laws of New Zealand ("RGHL" and together with its subsidiaries, the "Reynolds Group") (the "Service Recipient").

WHEREAS, RGL is a corporation organized under the laws of New Zealand, and is directly owned by Graeme Richard Hart ("Mr. Hait");

WHEREAS, the Service Recipient operates through various subsidiaries and is indirectly owned by Mr. Hart;

WHEREAS, the Service Recipient is seeking assistance, including for certain of its subsidiaries, with respect to certain categories of management services;

WHEREAS, the Service Provider desires to provide, either directly or through certain of its subsidiaries or affiliates (in its sole discretion), certain categories of management services to the Service Recipient (and to its subsidiaries);

WHEREAS, the Service Provider has the requisite knowledge and expertise to provide such management services; and

WHEREAS, the parties wish to enter into this Agreement to specify the terms on which the Services ( defined below) will be provided.

NOW THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the patties agree as follows:

Section I. SERVICE PROVIDER'S DUTIES AND RESPONSIBILITIES

1.1 The Service Recipient hereby hires the Service Provider to render, and the Service Provider hereby agrees to render, the management services described in Exhibit A (the "Services"). The Services will be provided by either the Service Provider's or any of its affiliates' personnel, or by third parties contracted by the Service Provider in a manner that most efficiently meets the needs of the Service Recipient, which in each case will be determined by the Service Provider in its sole discretion.

1.2 In no event will the Service Provider by liable to the Service Recipient for any financial loss to the Service Recipient in connection with the provision of Services under this Agreement.

Section 2. SERVICE FEE AND PAYMENT

I

2 .1 The Service Provider will charge the Service Recipient, and the Service Recipient will pay the Service Provider, an arm's length service fee for the Services provided, which shall be equal to the amount determined in accordance with Exhibit B.

2.2 The costs incurred by the Service Provider in providing the Services under this Agreement will be calculated using a generally accepted cost accounting system and will be based on actual direct and indirect costs incurred by the Service Provider's or any of its affiliates' personnel or costs incurred by third parties contracted by the Service Provider.

2.3 All payments made by the Service Recipient under this Agreement will be in U.S. dollars net of any deduction or withholding for any and all Taxes (defined below) imposed on any party by the local taxing authority,

2 .4 The Service Provider will invoice the Service Recipient for Services provided plus reimbursement of out of pocket expenses annually in arrears, Each such invoice shall be payable upon receipt by the applicable Service Recipient. Interest will be charged on past due unpaid balances in the amount of the maximum interest rate per month legally permitted under the jurisdiction of the Service Recipient.

2.5 The parties have established this Agreement with the intent to satisfy the arm's length standard under local law. The parties intend to maintain contemporaneous documentation to support the determination of the service fee under this Agreement. In the event that the local taxing authority of any patty makes an adjustment to any intercompany transaction and the local patty has used its best efforts to resolve the matter, the parties hereby mutually agree that each is contractually bound to reimburse the other an amount equal to any fmal transfer pricing adjustment determined by said local taxing authority regarding the intercompany transactions at issue. This adjustment includes interest, penalty and any other additions to tax. Any reimbursement under this provision is to be made regardless of any local tax authority or tax treaty procedural matters relating to this Agreement.

2.6 The Service Provider will maintain corporate records that adequately support the invoices that it submitted to the Service Recipient and will make available such corporate records to the Service Recipient upon reasonable request.

Section 3. TERM OF AGREEMENT AND TERMINATION

3 .1 The initial term of this Agreement will commence as of the date set forth above and will continue until December 31, 2016 (the "Initial Tetm"). This Agreement will automatically renew thereafter in force for subsequent one year terms ( expiring December 31) ( each, a "Tetm") unless such patty notifies the other patties in writing 30 days before the expiration of the Initial Term or such Term.

3 .2 The patties agree that the terms of this Agreement accurately reflect the conduct of the patties since the effective date.

parties.

3 .3 This Agreement may be terminated by mutual agreement in writing by both

3 .4 The Service Provider may terminate this Agreement (i) immediately and without notice if the Service Recipient is declared insolvent or bankrupt, makes a general assignment for the benefit of creditors, or if a petition for bankruptcy, reorganization or liquidation is filed against it or (ii) 30 days after notice of a material breach of this Agreement to the Service Recipient if such material breach is not cured during such 30 day period.

3 .5 The Service Recipient may terminate this Agreement (i) immediately and without notice if the Service Provider is declared insolvent or bankrupt, makes a general assignment for the benefit of creditors, or if a petition for bankruptcy, reorganization or liquidation is filed against it or (ii) 30 days after notice of a material breach of this Agreement to the Service Provider if such material breach is not cured during such 30 day period,

3 .6 With respect to the Service Provider or Service Recipient, this Agreement shall terminate immediately and without notice if there is a change in the ownership or control of the Service Provider or the Service Recipient such that the Service Provider or Service Recipient is no longer wholly-owned directly or indirectly by Mr. Hart,

Section 4. TAXES

4.1 The term "Taxes" will mean any and all present and future levies, imposts, duties, deductions, charges, or withholdings and all liabilities with respect thereto imposed on either party by applicable tax authorities.

4.2 If the paying party is required by applicable law to deduct any Taxes from or in respect of any sum payable under or in respect of this Agreement to the other party (i) the paying party shall make such deductions, and (ii) the paying party shall pay the full amount deducted to the relevant taxing authorities in accordance with the requirements of applicable law.

4.3 In addition, the paying party agrees to pay any present or future stamp, recording, documentary, excise, property or similar tax, charge or levy that arise from any payments made under or in respect of this Agreement.

Section 5. CONFIDENTIALITY

Each party agrees to keep confidential all business secrets and information provided or received by it under this Agreement.

Section 6. INDEPENDENT CONTRACTOR

The Service Provider's status will be that of an independent contractor. The Service Provider will not hold itself out as an employee, agent, representative or partner of, or joint venturer with, the Service Recipient by virtue of this Agreement ( or the Services to be provided hereunder).

Section 7. MISCELLANEOUS

7.1 Notice. All notices, requests, demands and other communications provided for herein will be deemed to have been given at the time delivered to a recognized international express courier or when sent by registered mail, return receipt requested, or by cablegram, telex or facsimile duly acknowledged, to such parties at the addresses for their principal office indicated above or to such other address as the party to who notice is to be given may have furnished to the other party in writing.

7 .2 Waiver. Any waiver by either party of a breach of any term or condition of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other term or condition hereof.

7 .3 Severabilitv. In the event that any of the provisions of this Agreement should be void or unenforceable, the other parts of this Agreement shall continue in full force and effect. The parties shall substitute the void or unenforceable provision with a valid provision with the same or substantially the same economic effects.

7.4 Governing Law. This Agreement will be governed by the laws of New Zealand and will be construed in accordance with said laws.

7 .5 Dispute Resolution. Any claim or dispute arising under this Agreement will be amicably settled if possible by mutual consent. hi the event of failure to settle such claim or dispute, the matter will be submitted to, and settled by, the RGL Chief Financial Officer.

7 .6 Subsequent Parties. This Agreement will be binding upon and inure to the benefit of the parties hereto and to their respective successors, assigns, parents, subsidiaries or otherwise related or affiliated company(s).

7 .7 Assignment. No assignment or other transfer or rights or obligations set forth herein may be made by the Service Provider without the prior written consent of the Service Recipient. No assignment or other transfer or rights or obligations set forth herein may be made by the Service Recipient without the prior written consent of the Service Provider.

7 .8 Headings. The section headings of this Agreement are for convenience only and will not be deemed to affect in any way the meaning of the provisions to which they refer.

7 .9 Entire Agreement. This Agreement represents the entire agreement between the patties and all prior assertions, understandings, warranties and representations are merged herein. It is a final integrated agreement which includes all the terms, conditions and representations between the parties, and the parties make no warranties, covenants or agreements, express or implied, except those expressly set forth herein.

7.10 Amendment or Modification. This Agreement may be modified or amended only by a written document signed by each party to this Agreement.

7.11 Counteipa1ts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement.

[Signature Page Follows}

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers.

SERVICE PROVIDER

Rank Group Limited

By:    /s/ Greg Cole

Name: Greg Cole

Director

22 December 2016

SERVICE PROVIDER

Reynolds Group Holdings Limited

By:    /s/ Greg Cole

Name: Greg Cole

Director

22 December 2016

6

EX-4.19

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (this "Agreement"), effective as of March 22, 2017, by and among Rank Group Limited, a corporation organized under the laws of New Zealand ("RGL" or the "Service Provider"); and Beverage Packaging Holdings (Luxembourg) LS.A. , a Luxembourg public limited liability company (societe anonyme) with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the RCS under number B 128.592 ("BPH I") (the "Service Recipient").

WHEREAS, RGL is a corporation organized under the laws of New Zealand, and is directly owned by Graeme Richard Hart ("Mr. Hart");

WHEREAS, the Service Recipient is seeking assistance, with respect to certain categories of management services;

WHEREAS, the Service Provider desires to provide, either directly or through certain of its subsidiaries or affiliates (in its sole discretion), certain categories of management services to the Service Recipient;

WHEREAS, the Service Provider has the requisite knowledge and expertise to provide such management services; and

WHEREAS, the parties wish to enter into this Agreement to specify the terms on which the Services (defined below) will be provided.

NOW THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1. SERVICE PROVIDER'S DUTIES AND RESPONSIBILITIES

1.1 The Service Recipient hereby hires the Service Provider to render, and the Service Provider hereby agrees to render, the management services described in Exhibit A (the "Services"). The Services will be provided by either the Service Provider's or any of its affiliates' personnel, or by third parties contracted by the Service Provider in a manner that most efficiently meets the needs of the Service Recipient, which in each case will be determined by the Service Provider in its sole discretion.

1.2 In no event will the Service Provider be liable to the Service Recipient for any financial loss to the Service Recipient in connection with the provision of Services under this Agreement.

Section 2. SERVICE FEE AND PAYMENT

2.1 The Service Provider will charge the Service Recipient, and the Service Recipient will pay the Service Provider, an arm's length service fee for the Services provided, which shall be equal to the amount determined in accordance with Exhibit B ..

2.2 The costs incurred by the Service Provider in providing the Services under this Agreement will be calculated using a generally accepted cost accounting system and will be based on actual direct and indirect costs incurred by the Service Provider's or any of its affiliates' personnel or costs incurred by third parties contracted by the Service Provider.

2.3 All payments made by the Service Recipient under this Agreement will be in New Zealand dollars net of any deduction or withholding for any and all Taxes ( defined below) imposed on any party by the local taxing authority.

2.4 The Service Provider will invoice the Service Recipient for Services provided plus reimbursement of out of pocket expenses and GST if applicable, monthly in arrears. Each such invoice shall be payable upon receipt by the applicable Service Recipient. Interest will be charged on past due unpaid balances in the amount of the maximum interest rate per month legally permitted under the jurisdiction of the Service Recipient.

2.5 The parties have established this Agreement with the intent to satisfy the arm's length standard under local law. The parties intend to maintain contemporaneous documentation to support the determination of the service fee under this Agreement. In the event that the local taxing authority of any party makes an adjustment to any intercompany transaction and the local party has used its best efforts to resolve the matter, the parties hereby mutually agree that each is contractually bound to reimburse the other an amount equal to any final transfer pricing adjustment determined by said local taxing authority regarding the intercompany transactions at issue. This adjustment includes interest, penalty and any other additions to tax. Any reimbursement under this provision is to be made regardless of any local tax authority or tax treaty procedural matters relating to this Agreement.

2.6 The Service Provider will maintain corporate records that adequately support the invoices that it submitted to the Service Recipient and will make available such corporate records to the Service Recipient upon reasonable request.

Section 3. TERM OF AGREEMENT AND TERMINATION

3 .1 The initial term of this Agreement will commence as of the date set forth above and will continue until March 22, 2022 (the "Term").

3 .2 The parties agree that the terms of this Agreement accurately reflect the conduct of the parties since the effective date.

3.3 This Agreement may be terminated by either party upon 30 days prior written notice to the other party.

3.4 The Service Provider may terminate this Agreement (i) immediately and without notice if the Service Recipient is declared insolvent or bankrupt, makes a general assignment for the benefit of creditors, or if a petition for bankruptcy, reorganization or liquidation is filed against it.

3.5 The Service Recipient may terminate this Agreement (i) immediately and without notice if the Service Provider is declared insolvent or bankrupt, makes a general assignment for the benefit of creditors, or if a petition for bankruptcy, reorganization or liquidation is filed against it.

3.6 With respect to the Service Provider or Service Recipient, this Agreement shall terminate immediately and without notice if there is a change in the ownership or control of the Service Provider or the Service Recipient such that the Service Provider or Service Recipient is no longer wholly-owned directly or indirectly by Mr. Hart.

Section 4. TAXES

4.1 The term "Taxes" will mean any and all present and future levies, imposts, duties, deductions, charges, or withholdings and all liabilities with respect thereto imposed on either party by applicable tax authorities.

4.2 If the paying party is required by applicable law to deduct any Taxes from or in respect of any sum payable under or in respect of this Agreement to the other party (i) the paying party shall make such deductions, and (ii) the paying party shall pay the full amount deducted to the relevant taxing authorities in accordance with the requirements of applicable law.

4.3 In addition, the paying party agrees to pay any present or future stamp, recording, documentary, excise, property or similar tax, charge or levy that arise from any payments made under or in respect of this Agreement.

Section 5. CONFIDENTIALITY

Each party agrees to keep confidential all business secrets and information provided or received by it under this Agreement.

Section 6. INDEPENDENT CONTRACTOR

The Service Provider's status will be that of an independent contractor. The Service Provider will not hold itself out as an employee, agent, representative or partner of, or joint venturer with, the Service Recipient by virtue of this Agreement (or the Services to be provided hereunder).

Section 7. MISCELLANEOUS

7.1 Notice. All notices, requests, demands and other communications provided for herein will be deemed to have been given at the time delivered to a recognized international express courier or when sent by registered mail, return receipt requested, or by cablegram, telex or

facsimile duly acknowledged, to such parties at the addresses for their principal office indicated above or to such other address as the party to who notice is to be given may have furnished to the other party in writing.

7.2 Waiver. Any waiver by either party of a breach of any term or condition of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other term or condition hereof.

7 .3 Severability. In the event that any of the provisions of this Agreement should be void or unenforceable, the other parts of this Agreement shall continue in full force and effect. The parties shall substitute the void or unenforceable provision with a valid provision with the same or substantially the same economic effects.

7.4 Governing Law. This Agreement will be governed by the laws of New Zealand and will be construed in accordance with said laws.

7.6 Subsequent Parties. This Agreement will be binding upon and inure to the benefit of the parties hereto and to their respective successors, assigns, parents, subsidiaries or otherwise related or affiliated company(s).

7. 7 Assignment. No assignment or other transfer or rights or obligations set forth herein may be made by the Service Provider without the prior written consent of the Service Recipient. No assignment or other transfer or rights or obligations set forth herein may be made by the Service Recipient without the prior written consent of the Service Provider.

7 .8 Headings. The section headings of this Agreement are for convenience only and will not be deemed to affect in any way the meaning of the provisions to which they refer.

7.9 Entire Agreement. This Agreement represents the entire agreement between the parties and all prior assertions, understandings, warranties and representations are merged herein. It is a final integrated agreement which includes all the terms, conditions and representations between the parties, and the parties make no warranties, covenants or agreements, express or implied, except those expressly set forth herein.

7 .10 Amendment or Modification. This Agreement may be modified or amended only by a written document signed by each party to this Agreement.

7 .11 Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers.

SERVICE PROVIDER

Rank Group Limited

By:        /s/ Greg Cole

Director

SERVICE RECIPIENT

Beverage Packaging Holdings (Luxembourg)

I.S.A.

By:        /s/ Hermann Schommarz

Director – Board of Management

By:        /s/ Eric Liu

Director – Board of Management

EX-4.2.2

FORM OF SUPPLEMENTAL INDENTURE WITH RESPECT TO GUARANTOR ACCESSIONS TO THE 5.125% SENIOR SECURED NOTES DUE 2023 AND THE SENIOR SECURED FLOATING RATE NOTES DUE 2021

[●] SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of [●], 2017 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II” and, together with US Issuer I, the “US Issuers”), REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED (f/k/a Reynolds Group Issuer (Luxembourg) S.A.), a New Zealand limited liability company (the “NZ Issuer” and, together with the US Issuers, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED (f/k/a Beverage Packaging Holdings (Luxembourg) I S.A.), a New Zealand limited liability company (“BP I”), the affiliate of the Issuers party hereto (the “Additional Senior Secured Note Guarantor”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), under the indenture dated as of June 27, 2016, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of (a) an aggregate principal amount of $1,600,000,000 of 5.125% Senior Secured Notes due 2023 (the “Fixed Rate Senior Secured Notes”) and (b) an aggregate principal amount of $750,000,000 of Senior Secured Floating Rate Notes due 2021 (the “Floating Rate Senior Secured Notes” and, together with the Fixed Rate Senior Secured Notes, the “Senior Secured Notes”).

W I T N E S S E T H:

WHEREAS pursuant to Section 4.11 of the Senior Secured Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment of the Senior Secured Notes;

WHEREAS pursuant to Section 9.01 of the Senior Secured Notes Indenture, the parties hereto are entitled to execute and deliver this Senior Secured Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Secured Note Guarantor covenants and agrees for the equal and ratable benefit of the Trustee and the Holders of the Senior Secured Notes as follows:

1. Guarantee. The Additional Senior Secured Note Guarantor hereby jointly and severally with all other Senior Secured Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and agrees to be bound as a Senior Secured Note Guarantor by all the other applicable provisions of the Senior Secured Notes Indenture.

2. Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law.THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR SECURED NOTE GUARANTOR AGREES TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.

4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representations as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, the Senior Secured Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of the Additional Senior Secured Note Guarantor with respect to its Senior Secured Note Guarantee. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Secured Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture or a Senior Secured Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Secured Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted (i) by the Issuers, BP I, the Additional Senior Secured Note Guarantor, any Holder or any other Person or (ii) with respect to any action taken by the Trustee under the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement or any other agreement referenced herein). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Secured Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(a) To secure the payment obligations of the Issuers, BP I and the Additional Senior Secured Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Secured Note Guarantor in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers or the Additional Senior Secured Note Guarantor:

[●]

If to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:

[●]

with a copy to

[●]

If to the Additional Collateral Agent:

[●]

13. Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Senior Secured Notes Supplemental Indenture to be duly executed as of the date first above written.

[Execution Blocks]

List of Substantially Similar Supplemental Indentures

1.

Second Senior Secured Notes Supplemental Indenture to the 5.125% Senior Secured Notes due 2023 and the Senior Secured Floating Rate Notes due 2021, dated as of October 25, 2016, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent

2.

Fifth Senior Secured Notes Supplemental Indenture to the 5.125% Senior Secured Notes due 2023 and the Senior Secured Floating Rate Notes due 2021, dated as of November 21, 2017 among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent

EX-4.2.3

REYNOLDS GROUP ISSUER LLC

REYNOLDS GROUP ISSUER INC.

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.,

as Issuers

and

and the Senior Secured Note Guarantors from time to time party hereto

5.125% Senior Secured Notes due 2023

________________________

FIRST SUPPLEMENTAL INDENTURE

Dated as of August 1, 2016

to the

SENIOR SECURED NOTES INDENTURE

Dated as of June 27, 2016

________________________

THE BANK OF NEW YORK MELLON,as Trustee, Principal Paying Agent, Transfer Agent, Collateral Agent, Calculation Agent and Registrar

WILMINGTON TRUST (LONDON) LIMITED,
as Additional Collateral Agent

FIRST SUPPLEMENTAL INDENTURE dated as of August 1, 2016 (as amended, supplemented or otherwise modified from time to time, the “Supplemental Indenture”), among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company having its registered office at CT Corporation, 1209 Orange Street, Wilmington, DE 19801 (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation having its registered office at CT Corporation, 1209 Orange Street, Wilmington, DE 19801 (the “US Issuer II” and, together with the US Issuer I, the “US Issuers”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a company incorporated as a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuers, the “Issuers”), the Senior Secured Note Guarantors (as defined in the Indenture referenced below) from time to time party hereto, THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, collateral agent, registrar and calculation agent, and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Issuers, the Senior Secured Notes Guarantors, the Trustee and the Additional Collateral Agent are party to the Senior Secured Notes Indenture, dated as of June 27, 2016 (as amended, supplemented, waived or otherwise modified from time to time, the “Indenture”), which provides for the issuance from time to time of Senior Secured Notes by the Company;

WHEREAS, Section 2.01 of the Indenture provides that the Issuers may provide for the issuance of Additional Senior Secured Notes in accordance with the limitations set forth in the Indenture;

WHEREAS, in connection with the issuance of $250,000,000 aggregate principal amount of the Issuers’ 5.125% Senior Secured Notes due 2023 (the “Tack-On Fixed Rate Senior Secured Notes”), the Company has duly authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the Tack-On Fixed Rate Senior Secured Notes as hereinafter described; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Senior Secured Notes Guarantors, the Trustee and the Additional Collateral Agent mutually covenant and agree for the benefit of the Holders as follows:

1.    Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.    Aggregate Principal Amount. The Tack-On Fixed Rate Senior Secured Notes will be issued by the Issuers, and authenticated and delivered by the Trustee, in an aggregate principal amount of $250,000,000.

3.    Terms. The Tack-On Fixed Rate Senior Secured Notes will be issued to Holders at a price of 103.500% of the aggregate principal amount of the Tack-On Fixed Rate Senior Secured Notes, plus accrued interest from June 27, 2016. The Tack-On Fixed Rate Senior Secured Notes will accrue interest from June 27, 2016. The Tack-On Fixed Rate Senior Secured Notes will be issued on August 1, 2016 (the “Issue Date”).

4.    Global Senior Secured Securities. (i) The Tack-On Fixed Rate Senior Secured Notes sold within the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act will be represented by one or more Global Fixed Rate Senior Secured Securities (the “Rule 144A Global Securities”) in registered form without interest coupons attached, such Rule 144A Global Securities being deposited upon issuance with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC, and (ii) the Tack-On Fixed Rate Senior Secured Notes sold outside the United States in reliance on Regulation S under the Securities Act will be represented by one or more Global Fixed Rate Senior Secured Securities (the “Regulation S Global Securities”) in registered form without interest coupons attached, such Regulation S Global Securities being deposited upon issuance with a custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. (i) Beneficial interests in the Regulation S Global Securities may not be exchanged for beneficial interests in the Global Fixed Rate Senior Secured Securities for the Original Fixed Rate Senior Secured Notes issued pursuant to Regulation S and (ii) beneficial interests in the Global Fixed Rate Senior Secured Securities for the Original Fixed Rate Senior Secured Notes issued pursuant to Regulation S may not be exchanged for beneficial interests in the Regulation S Global Securities, in each case until at least 40 days after the Issue Date.

5.    Additional Fixed Rate Senior Secured Notes. The Tack-On Fixed Rate Senior Secured Notes will be Additional Fixed Rate Senior Secured Notes for all purposes under the Indenture. The Tack-On Fixed Rate Senior Secured Notes will have the same terms as the Original Fixed Rate Senior Secured Notes, other than with respect to the issue price and the Issue Date.

6.    Form. The Tack-On Fixed Rate Senior Secured Notes shall be issued substantially in the form set forth, or referenced, in Article II of the Indenture, and Exhibit A-1 attached to the Indenture, in each case as provided for in Section 2.02 of the Indenture (as such form may be modified in accordance with Section 2.01 of the Indenture).

9.    Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE TACK-ON FIXED RATE SENIOR SECURED NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. FOR THE AVOIDANCE OF DOUBT, ARTICLES 86 TO 94-8 OF THE LUXEMBOURG LAW OF AUGUST 10, 1915 ON COMMERCIAL COMPANIES SHALL NOT BE APPLICABLE IN RESPECT OF THIS SUPPLEMENTAL INDENTURE AND THE TACK-ON FIXED RATE SENIOR SECURED NOTES. THE PARTIES HERETO HEREBY AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY.

10.    Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.

11.    Trustee and Collateral Agent. The Trustee and the Additional Collateral Agent make no representations as to the validity or sufficiency of this Supplemental Indenture.

12.    Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

13.    Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

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

REYNOLDS GROUP HOLDINGS LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by /s/ Amelia Reedy
	Name: Amelia Reedy
	Address: Level 22, 20 Bond St., Sydney
	Occupation: Personal Assistant

Canada

EVERGREEN PACKAGING CANADA LIMITED
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

PACTIV CANADA INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

REYNOLDS CONSUMER PRODUCTS CANADA INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a public limited liability company (société anonyme) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.592
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a public limited liability company (société anonyme) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.914
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.135 and having a share capital of EUR 404,969,325
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 165957 and having a share capital of EUR 12,500
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A., a public limited liability company (société anonyme) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,603
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) VI S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,602 and having a share capital of EUR 55,012,500
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Luxembourg

EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,602 and having a share capital of EUR 12,500
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a public limited liability company (société anonyme) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 148.957
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

The Netherlands

CLOSURE SYSTEMS INTERNATIONAL B.V.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

EVERGREEN PACKAGING INTERNATIONAL B.V.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

REYNOLDS PACKAGING INTERNATIONAL B.V.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

New Zealand

BEVERAGE PACKAGING (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by /s/ Amelia Reedy
	Name: Amelia Reedy
	Address: Level 22, 20 Bond St., Sydney
	Occupation: Personal Assistant

United States

BAKERS CHOICE PRODUCTS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

BCP/GRAHAM HOLDINGS L.L.C.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

BEVERAGE PACKAGING HOLDINGS II ISSUER INC.
By
	/s/ Carl John Getz
	Name: Carl John Getz
	Title: Secretary and Vice President

BLUE RIDGE HOLDING CORP.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BRPP, LLC
By: Blue Ridge Paper Products Inc., its Sole Member By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

United States

BLUE RIDGE PAPER PRODUCTS INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CSI MEXICO LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CSI SALES & TECHNICAL SERVICES INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

EVERGREEN PACKAGING INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

GPC HOLDINGS LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GPC OPCO GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GPC SUB GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING ACQUISITION CORP.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING INC.
By
	/s/ Mark Lightfoot
	Name: Mark Lightfoot
	Title: Secretary and Vice President

United States

GRAHAM PACKAGING COMPANY, L.P.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING HOLDINGS COMPANY
By: BCP/Graham Holdings L.L.C., its General Partner By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING PX COMPANY
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX HOLDING CORPORATION
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX, LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

PACTIV INTERNATIONAL HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

United States

PACTIV LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

PACTIV MANAGEMENT COMPANY LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV PACKAGING INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

PCA WEST INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

RENPAC HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

United States

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary and Vice President

REYNOLDS CONSUMER PRODUCTS LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

United States

REYNOLDS MANUFACTURING INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS PRESTO PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS SERVICES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

SOUTHERN PLASTICS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

TRANS WESTERN POLYMERS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, the Collateral Agent, Registrar and Calculation Agent
by
	/s/ Laurence J. O’Brien
	Name: Laurence J. O’Brien
	Title: Vice President

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent
by
	/s/ Paul Barton
	Name: Paul Barton
	Title: Director

1

EX-4.2.4

EXECUTION VERSION

THIRD SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of June 30, 2017 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 148957 (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128592 (“BP I”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of June 27, 2016, as amended or supplemented (the “Senior Secured NotesIndenture”), in respect of the issuance of (a) an aggregate principal amount of $1,350,000,000 of 5.125% Senior Secured Notes due 2023 (the “Fixed Rate Senior Secured Notes”) and (b) an aggregate principal amount of $750,000,000 of Senior Secured Floating Rate Notes due 2021 (the “Floating Rate Senior Secured Notes” and, together with the Fixed Rate Senior Secured Notes, the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS, on or prior to the date hereof, all of the equity interests in Beverage Packaging Holdings (Luxembourg) II S.A. (“BP II”) have been sold by Reynolds Group Holdings Limited to BP I;

WHEREAS it is intended that BP II shall be liquidated;

WHEREAS Section 5.01(a) of the Senior Secured Notes Indenture sets forth certain conditions to, among other things, the winding up by BP II into any other Person;

WHEREAS pursuant to Section 9.01(a)(iii) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized to execute and deliver this Senior Secured Notes Supplemental Indenture in order to comply with Article V of the Senior Secured Notes Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

i.Assumption of Obligations. Pursuant to Section 5.01(a)(ii) of the Senior Secured Notes Indenture, BP I hereby assumes all the obligations of BP II under the Senior Secured Notes Indenture, the Senior Secured Note Guarantee, the First Lien Intercreditor Agreement and the applicable Security Documents.

ii.Confirmation of Guarantee. Pursuant to Section 5.01(a)(v), each of the Issuers and each Senior Secured Note Guarantor hereby confirms that its obligations under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement and the Security Documents, as applicable, shall apply to the obligations of BP I under the Senior Secured Notes Indenture, the Senior Secured Notes and the Senior Secured Note Guarantees assumed hereunder.

iii.Release and Discharge of Obligations. Pursuant to Section 5.01(a) of the Senior Secured Notes Indenture, upon the effectiveness of this Supplemental Indenture, BP II is automatically released and discharged from its obligations under its Senior Secured Note Guarantee and the Senior Secured Notes Indenture.

iv.Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

v.Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

vi.Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representation. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representation as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

vii.Indemnity. (a) The Issuers and BP I, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the entry into this Senior Secured Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture against the Issuers or BP I (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers or BP I executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and BP I, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers and BP I in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

viii.Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

ix.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

x.No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

xi.No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation will have any liability for any obligations of the Issuers or Senior Secured Note Guarantors under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws.

xii.Successors and Assigns. All covenants and agreements of the Issuers and BP I in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

xiii.Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

xiv.Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers:

1900 West Field Court Lake Forest, IL 60045 Attention of Joseph E. Doyle

Group Legal Counsel
Fax: 847-482-4589 JDoyle@pactiv.com

If to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon
101 Barclay Street 7-E
New York, NY 10286
Attn: International Corporate Trust
Fax: (212) 815-5366
lesley.daley@bnymellon.com

If to the Additional Collateral Agent:

Wilmington Trust (London) Limited
Third Floor

1 King’s Arms Yard
London EC2R 7AF
Facsimile: +44 (0)20 7397 3601

Attention: Elaine Lockhart and Paul Barton

xv.Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

(1)

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Canada

EVERGREEN PACKAGING CANADA LIMITED
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

PACTIV CANADA INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

REYNOLDS CONSUMER PRODUCTS CANADA INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.135 and having a share capital of EUR 404,969,325
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 165957 and having a share capital of EUR 12,500
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A., a public limited liability company (société anonyme) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,603
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) VI S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,602 and with a share capital of EUR 55,012,500
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Luxembourg

EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6c, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 152.662 and having a share capital of EUR 12,500
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

The Netherlands

CLOSURE SYSTEMS INTERNATIONAL B.V.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

EVERGREEN PACKAGING INTERNATIONAL B.V.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

REYNOLDS PACKAGING INTERNATIONAL B.V.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

New Zealand

BEVERAGE PACKAGING (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

REYNOLDS GROUP HOLDINGS LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

United States

BAKER’S CHOICE PRODUCTS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

BCP/GRAHAM HOLDINGS L.L.C.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

BLUE RIDGE HOLDING CORP.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BRPP, LLC. BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BLUE RIDGE PAPER PRODUCTS INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

United States

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC
By:
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Vice President and Secretary

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

CSI MEXICO LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CSI SALES & TECHNICAL SERVICES INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

EVERGREEN PACKAGING INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

GEC PACKAGING TECHNOLOGIES LLC
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Secretary

GPC HOLDINGS LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GPC OPCO GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GPC SUB GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING ACQUISITION CORP.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING COMPANY INC.
By
	/s/ Mark Lightfoot
	Name: Mark Lightfoot
	Title: Secretary and Vice President

GRAHAM PACKAGING COMPANY, L.P.
By: GPC OPCO GP L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING HOLDINGS COMPANY
By: BCP/Graham Holdings L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX COMPANY
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING PX HOLDING CORPORATION
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX, LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

PACTIV INTERNATIONAL HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV MANAGEMENT COMPANY LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

United States

PACTIV PACKAGING INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

PCA WEST INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

RENPAC HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary and Vice President

REYNOLDS CONSUMER PRODUCTS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

United States

REYNOLDS GROUP HOLDINGS INC.
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS MANUFACTURING, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS PRESTO PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS SERVICES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

SOUTHERN PLASTICS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

TRANS WESTERN POLYMERS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent

By:/s/ Laurence J. O’Brien

Name: Laurence J. O’Brien

Title: Vice President

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent

By:/s Ekoue Kangni

Name: Ekoue Kangni

Title: Vice President

EX-4.2.5

EXECUTION VERSION

FOURTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of October 31, 2017 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”), REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED, a New Zealand limited liability company (together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED, a New Zealand limited liability company, THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar, calculation agent and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of June 27, 2016, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of (i) an original aggregate principal amount of $1,600,000 of 5.125% Senior Secured Notes due 2023 (the “Fixed RateSenior Secured Notes”) and (ii) an original aggregate principal amount of $750,000,000 of Floating Rate Senior Secured Notes due 2021(the “Floating Rate Senior Secured Notes” and, together with the Fixed Rate Senior Secured Notes, the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS, in connection with certain internal reorganizations, (a) Reynolds Group Issuer (Luxembourg) S.A., a Luxembourg société anonyme (a public limited liability company) (“Reynolds Issuer Lux”), has been redomiciled in New Zealand, and will continue in existence, as Reynolds Group Issuer (New Zealand) Limited, a New Zealand limited liability company (“Reynolds Issuer NZ”) and (b) Beverage Packaging Holdings (Luxembourg) I S.A., a Luxembourg société anonyme (a public limited liability company) (“BP I Lux”), has been redomiciled in New Zealand, and will continue in existence, as Beverage Packaging Holdings I Limited, a New Zealand limited liability company (“BP I NZ”);

WHEREAS Section 5.01(a) of the Senior Secured Notes Indenture sets forth certain conditions to, among other things, the conversion of Reynolds Issuer Lux or BP I Lux into any Person; and

WHEREAS pursuant to Section 9.01(a)(iii) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I NZ and the Issuers are authorized to execute and deliver this Senior Secured Notes Supplemental Indenture in order to comply with Article V of the Senior Secured Notes Indenture.

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

i.Assumption of Obligations. In accordance with, and to the extent required by, Section 5.01(a)(ii) of the Senior Secured Notes Indenture, (a) Reynolds Issuer NZ hereby expressly assumes all of the obligations of Reynolds Issuer Lux under the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents and (b) BP I NZ hereby expressly assumes all of the obligations of BP I Lux under the Senior Secured Notes Indenture, the Senior Secured Note Guarantee, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents.

ii.Confirmation of Obligations. (a) In accordance with Section 5.01(a)(v), each of the Issuers (other than Reynolds Issuer NZ) and each Senior Secured Note Guarantor hereby confirms that its obligations under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, as applicable, shall apply to the obligations of Reynolds Issuer NZ under the Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents. The foregoing confirmation of obligations by each of the Issuers (other than Reynolds Issuer NZ) and each Senior Secured Note Guarantor shall be deemed to have occurred immediately prior to the redomiciliation of Reynolds Issuer NZ.

(b) In accordance with Section 5.01(a)(v), each of the Issuers and each Senior Secured Note Guarantor (other than BP I NZ) hereby confirms that its obligations under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, as applicable, shall apply to the obligations of BP I NZ under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents. The foregoing confirmation of obligations by each of the Issuers and each Senior Secured Note Guarantor (other than BP I NZ) shall be deemed to have occurred immediately prior to the redomiciliation of BP I NZ.

iii.Succession. In accordance with, and to the extent required by, Section 5.01(a) of the Senior Secured Notes Indenture, upon the effectiveness of this Senior Secured Notes Supplemental Indenture, (a) Reynolds Issuer NZ will succeed to, and be substituted for, Reynolds Issuer Lux under the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents and (b) BP I NZ will succeed to, and be substituted for, BP I Lux under the applicable Senior Secured Note Guarantee, the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents. All references in the Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents to the Luxembourg Issuer shall be deemed to be references to Reynolds Issuer NZ, and all references therein to BP I shall be deemed to be references to BP I NZ.

iv.Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

v.Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

vi.Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representation. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representation as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

vii.Indemnity. (a) The Issuers and BP I NZ, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the entry into this Senior Secured Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture against the Issuers or BP I NZ (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I NZ, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure to so notify the Issuers shall not relieve any of the Issuers or BP I NZ executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and BP I NZ, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers and BP I NZ in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

viii.Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

ix.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

x.No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I NZ, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

xi.No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I NZ or any Issuer or any direct or indirect parent corporation will have any liability for any obligations of the Issuers or Senior Secured Note Guarantors under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws.

xii.Successors and Assigns. All covenants and agreements of the Issuers and BP I NZ in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

xiii.Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

xiv.Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers:

1900 West Field Court Lake Forest, IL 60045 Attention of Joseph E. Doyle

Group Legal Counsel
Fax: 847-482-4589 JDoyle@pactiv.com

If to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon
101 Barclay Street 7-E
New York, NY 10286
Attn: International Corporate Trust
Fax: (212) 815-5366
lesley.daley@bnymellon.com

If to the Additional Collateral Agent:

Wilmington Trust (London) Limited
Third Floor

1 King’s Arms Yard
London EC2R 7AF
Facsimile: +44 (0) 20 7397 3601

Attention: Chris Hurford

xv.Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

(1)

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS I LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Canada

EVERGREEN PACKAGING CANADA LIMITED
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

PACTIV CANADA INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

REYNOLDS CONSUMER PRODUCTS CANADA INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

New Zealand

BEVERAGE PACKAGING HOLDINGS III LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS V LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

New Zealand

CLOSURE SYSTEMS INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

EVERGREEN PACKAGING INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

REYNOLDS PACKAGING INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

New Zealand

BEVERAGE PACKAGING (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

REYNOLDS GROUP HOLDINGS LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

United States

BAKER’S CHOICE PRODUCTS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

BCP/GRAHAM HOLDINGS L.L.C.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

BLUE RIDGE HOLDING CORP.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BRPP, LLC. BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BLUE RIDGE PAPER PRODUCTS INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

United States

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC
By:
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Vice President and Secretary

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

CSI MEXICO LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CSI SALES & TECHNICAL SERVICES INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

EVERGREEN PACKAGING INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

GEC PACKAGING TECHNOLOGIES LLC
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Secretary

GPC HOLDINGS LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GPC OPCO GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GPC SUB GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING ACQUISITION CORP.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING COMPANY INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

GRAHAM PACKAGING COMPANY, L.P.
By: GPC OPCO GP L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING HOLDINGS COMPANY
By: BCP/Graham Holdings L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX COMPANY
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING PX HOLDING CORPORATION
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX, LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

PACTIV INTERNATIONAL HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV MANAGEMENT COMPANY LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

United States

PACTIV PACKAGING INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

PCA WEST INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

RENPAC HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary and Vice President

REYNOLDS CONSUMER PRODUCTS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

United States

REYNOLDS GROUP HOLDINGS INC.
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS MANUFACTURING, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS PRESTO PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS SERVICES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

SOUTHERN PLASTICS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

TRANS WESTERN POLYMERS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar, Calculation Agent and Original Collateral Agent

By:/s/ Nancy R. Johnson

Name: Nancy R. Johnson

Title: Vice President

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent

By:/s/ Sajada Afzal

Name: Sajada Afzal

Title: Authorised Signatory

EX-4.3.2

FORM OF SUPPLEMENTAL INDENTURE WITH RESPECT TO GUARANTOR ACCESSIONS TO THE 7.00% SENIOR NOTES DUE 2024

FOURTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of [●] among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II” and, together with US Issuer I, the “US Issuers”), REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED (f/k/a Reynolds Group Issuer (Luxembourg) S.A.), a New Zealand limited liability company (the “NZ Issuer” and, together with the US Issuers, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED (f/k/a Beverage Packaging Holdings (Luxembourg) I S.A.), a New Zealand limited liability company (“BP I”), the affiliate of the Issuers party hereto (the “Additional Senior Note Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent and registrar (the “Trustee”) under the indenture dated as of June 27, 2016, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $800,000,000 of 7.000% Senior Notes due 2024 (the “Senior Notes”).

W I T N E S S E T H:

WHEREAS pursuant to Section 4.11 of the Senior Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment of the Senior Notes;

WHEREAS pursuant to Section 9.01 of the Senior Notes Indenture, the parties hereto are entitled to execute and deliver this Senior Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Note Guarantor covenants and agrees for the equal and ratable benefit of the Trustee and the Holders of the Senior Notes as follows:

1. Guarantee. The Additional Senior Note Guarantor hereby jointly and severally with all other Senior Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Notes Indenture and agrees to be bound as a Senior Note Guarantor by all the other applicable provisions of the Senior Notes Indenture.

2. Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law.THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR NOTE GUARANTOR AGREES TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.

4. Trustee Makes No Representations. The Trustee makes no representation as to the validity or sufficiency of this Senior Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this Senior Notes Supplemental Indenture, the Senior Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of the Additional Senior Note Guarantor with respect to its Senior Note Guarantee. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Notes Supplemental Indenture or a Senior Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Senior Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(a) To secure the payment obligations of the Issuers, BP I and the Additional Senior Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Note Guarantor in this Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Notes Supplemental Indenture or the Senior Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers or the Additional Senior Note Guarantor:

[●]

If to the Trustee, Principal Paying Agent, Transfer Agent or Registrar:

[●]

with a copy to

[●]

13. Amendments and Modification. This Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Senior Notes Supplemental Indenture to be duly executed as of the date first above written.

[Execution Blocks]

List of Substantially Similar Supplemental Indentures

1.

First Senior Notes Supplemental Indenture to the 7.00% Senior Notes due 2024, dated as of October 25, 2016, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar

2.

Fourth Senior Notes Supplemental Indenture to the 7.00% Senior Notes due 2024, dated as of November 21, 2017, among Reynolds Group Issuer LLC, Reynolds Group Issuer, Inc., Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar

EX-4.3.3

EXECUTION VERSION

SECOND SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of June 30, 2017 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 148957 (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128592 (“BP I”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, registrar and transfer agent to the indenture dated as of June 27, 2016, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $800,000,000 of 7.000% Senior Notes due 2024 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS, on or prior to the date hereof, all of the equity interests in Beverage Packaging Holdings (Luxembourg) II S.A. (“BP II”) have been sold by Reynolds Group Holdings Limited to BP I;

WHEREAS it is intended that BP II shall be liquidated;

WHEREAS Section 5.01(a) of the Senior Notes Indenture sets forth certain conditions to, among other things, the winding up by BP II into any other Person;

WHEREAS pursuant to Section 9.01(a)(iii) of the Senior Notes Indenture, the Trustee, BP I and the Issuers are authorized to execute and deliver this Senior Notes Supplemental Indenture in order to comply with Article V of the Senior Notes Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

i.Assumption of Obligations. Pursuant to Section 5.01(a)(ii) of the Senior Notes Indenture, BP I hereby assumes all the obligations of BP II under the Senior Notes Indenture, the Senior Note Guarantee, the First Lien Intercreditor Agreement and the applicable Security Documents.

ii.Confirmation of Guarantee. Pursuant to Section 5.01(a)(v), each of the Issuers and each Senior Note Guarantor hereby confirms that its obligations under the Senior Notes Indenture, the Senior Notes, the Senior Note Guarantees, the First Lien Intercreditor Agreement and the Security Documents, as applicable, shall apply to the obligations of BP I under the Senior Notes Indenture, the Senior Notes and the Senior Note Guarantees assumed hereunder.

iii.Release and Discharge of Obligations. Pursuant to Section 5.01(a) of the Senior Notes Indenture, upon the effectiveness of this Supplemental Indenture, BP II is automatically released and discharged from its obligations under its Senior Note Guarantee and the Senior Notes Indenture.

iv.Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

v.Governing Law. THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

vi.Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Senior Notes Supplemental Indenture.

vii.Indemnity. (a) The Issuers and BP I, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the entry into this Senior Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Notes Supplemental Indenture against the Issuers or BP I (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers or BP I executing this Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and BP I, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers and BP I in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes.

viii.Duplicate Originals. The parties may sign any number of copies of this Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

ix.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

x.No Adverse Interpretation of Other Agreements. This Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Supplemental Indenture.

xi.No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation will have any liability for any obligations of the Issuers or Senior Note Guarantors under the Senior Notes, this Senior Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws.

xii.Successors and Assigns. All covenants and agreements of the Issuers and BP I in this Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors and assigns.

xiii.Severability. In case any one or more of the provisions contained in this Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Notes Supplemental Indenture or the Senior Notes.

xiv.Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers:

1900 West Field Court Lake Forest, IL 60045 Attention of Joseph E. Doyle

Group Legal Counsel
Fax: 847-482-4589 JDoyle@pactiv.com

If to the Trustee, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon
101 Barclay Street 7-E
New York, NY 10286
Attn: International Corporate Trust
Fax: (212) 815-5366
lesley.daley@bnymellon.com

xv.Amendments and Modification. This Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.

(1)

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER INC.
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Canada

EVERGREEN PACKAGING CANADA LIMITED
By
	Name: John C. Pekar
	Title: Secretary and Vice President

PACTIV CANADA INC.
By
	Name: Helen Dorothy Golding
	Title: Vice President

REYNOLDS CONSUMER PRODUCTS CANADA INC.
By
	Name: Joseph E. Doyle
	Title: Assistant Secretary

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.135 and having a share capital of EUR 404,969,325
By
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 165957 and having a share capital of EUR 12,500
By
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A., a public limited liability company (société anonyme) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,603
By
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) VI S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,602 and with a share capital of EUR 55,012,500
By
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Luxembourg

EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6c, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 152.662 and having a share capital of EUR 12,500
By
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

The Netherlands

CLOSURE SYSTEMS INTERNATIONAL B.V.
By
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

EVERGREEN PACKAGING INTERNATIONAL B.V.
By
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

REYNOLDS PACKAGING INTERNATIONAL B.V.
By
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

New Zealand

BEVERAGE PACKAGING (NEW ZEALAND) LIMITED
By
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

REYNOLDS GROUP HOLDINGS LIMITED
By
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

United States

BAKER’S CHOICE PRODUCTS, INC.
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

BCP/GRAHAM HOLDINGS L.L.C.
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

BLUE RIDGE HOLDING CORP.
By
	Name: John C. Pekar
	Title: Secretary and Vice President

BRPP, LLC. BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
By
	Name: John C. Pekar
	Title: Secretary and Vice President

BLUE RIDGE PAPER PRODUCTS INC.
By
	Name: John C. Pekar
	Title: Secretary and Vice President

United States

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC
By:
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL INC.
By
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By
	Name: Tracy Reeves
	Title: Vice President and Secretary

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

CSI MEXICO LLC
By
	Name: Tracy Reeves
	Title: Secretary and Vice President

CSI SALES & TECHNICAL SERVICES INC.
By
	Name: Tracy Reeves
	Title: Secretary and Vice President

EVERGREEN PACKAGING INC.
By
	Name: John C. Pekar
	Title: Secretary and Vice President

GEC PACKAGING TECHNOLOGIES LLC
By
	Name: Joseph E. Doyle
	Title: Secretary

GPC HOLDINGS LLC
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GPC OPCO GP LLC
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GPC SUB GP LLC
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING ACQUISITION CORP.
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING COMPANY INC.
By
	Name: Mark Lightfoot
	Title: Secretary and Vice President

GRAHAM PACKAGING COMPANY, L.P.
By: GPC OPCO GP L.L.C., its general partner
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING HOLDINGS COMPANY
By: BCP/Graham Holdings L.L.C., its general partner
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX COMPANY
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING PX HOLDING CORPORATION
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX, LLC
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

PACTIV INTERNATIONAL HOLDINGS INC.
By
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV LLC
By
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV MANAGEMENT COMPANY LLC
By
	Name: Helen Dorothy Golding
	Title: Vice President

United States

PACTIV PACKAGING INC.
By
	Name: Joseph E. Doyle
	Title: Assistant Secretary

PCA WEST INC.
By
	Name: Helen Dorothy Golding
	Title: Vice President

RENPAC HOLDINGS INC.
By
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By:
	Name: Helen Dorothy Golding
	Title: Secretary and Vice President

REYNOLDS CONSUMER PRODUCTS LLC
By:
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

United States

REYNOLDS GROUP HOLDINGS INC.
By:
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS MANUFACTURING, INC.
By
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS PRESTO PRODUCTS INC.
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS SERVICES INC.
By
	Name: Helen Dorothy Golding
	Title: Secretary

SOUTHERN PLASTICS, INC.
By
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

TRANS WESTERN POLYMERS, INC.
By
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar

By:

Name:

Title:

EX-4.3.4

EXECUTION VERSION

THIRD SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of October 31, 2017 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”), REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED, a New Zealand limited liability company (together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED, a New Zealand limited liability company and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent, transfer agent and registrar (the “Trustee”), to the indenture dated as of June 27, 2016, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an original aggregate principal amount of $800,000,000 of 7.000% Senior Notes due 2024 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS, in connection with certain internal reorganizations, (a) Reynolds Group Issuer (Luxembourg) S.A., a Luxembourg société anonyme (a public limited liability company) (“Reynolds Issuer Lux”), has been redomiciled in New Zealand, and will continue in existence, as Reynolds Group Issuer (New Zealand) Limited, a New Zealand limited liability company (“Reynolds Issuer NZ”) and (b) Beverage Packaging Holdings (Luxembourg) I S.A., a Luxembourg société anonyme (a public limited liability company) (“BP I Lux”), has been redomiciled in New Zealand, and will continue in existence, as Beverage Packaging Holdings I Limited, a New Zealand limited liability company (“BP I NZ”);

WHEREAS Section 5.01(a) of the Senior Notes Indenture sets forth certain conditions to, among other things, the conversion of Reynolds Issuer Lux or BP I Lux into any Person; and

WHEREAS pursuant to Section 9.01(a)(iii) of the Senior Notes Indenture, the Trustee, BP I NZ and the Issuers are authorized to execute and deliver this Senior Notes Supplemental Indenture in order to comply with Article V of the Senior Notes Indenture.

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

i.Assumption of Obligations. In accordance with, and to the extent required by, Section 5.01(a)(ii) of the Senior Notes Indenture, (a) Reynolds Issuer NZ hereby expressly assumes all of the obligations of Reynolds Issuer Lux under the Senior Notes Indenture and (b) BP I NZ hereby expressly assumes all of the obligations of BP I Lux under the Senior Notes Indenture and the Senior Note Guarantee.

ii.Confirmation of Obligations. (a) In accordance with Section 5.01(a)(v), each of the Issuers (other than Reynolds Issuer NZ) and each Senior Note Guarantor hereby confirms that its obligations under the Senior Notes Indenture, the Senior Notes and the Senior Note Guarantees, as applicable, shall apply to the obligations of Reynolds Issuer NZ under the Senior Notes Indenture and the Senior Notes. The foregoing confirmation of obligations by each of the Issuers (other than Reynolds Issuer NZ) and each Senior Note Guarantor shall be deemed to have occurred immediately prior to the redomiciliation of Reynolds Issuer NZ.

(b) In accordance with Section 5.01(a)(v), each of the Issuers and each Senior Note Guarantor (other than BP I NZ) hereby confirms that its obligations under the Senior Notes Indenture, the Senior Notes and the Senior Note Guarantees, as applicable, shall apply to the obligations of BP I NZ under the Senior Notes Indenture, the Senior Notes and the Senior Note Guarantees. The foregoing confirmation of obligations by each of the Issuers and each Senior Note Guarantor (other than BP I NZ) shall be deemed to have occurred immediately prior to the redomiciliation of BP I NZ.

iii.Succession. In accordance with, and to the extent required by, Section 5.01(a) of the Senior Notes Indenture, upon the effectiveness of this Senior Notes Supplemental Indenture, (a) Reynolds Issuer NZ will succeed to, and be substituted for, Reynolds Issuer Lux under the Senior Notes Indenture and (b) BP I NZ will succeed to, and be substituted for, BP I Lux under the applicable Senior Note Guarantee and the Senior Notes Indenture. All references in the Senior Notes Indenture and the Senior Notes to the Luxembourg Issuer shall be deemed to be references to Reynolds Issuer NZ, and all references therein to BP I shall be deemed to be references to BP I NZ.

iv.Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

v.Governing Law. THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

vi.Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Senior Notes Supplemental Indenture.

vii.Indemnity. (a) The Issuers and BP I NZ, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the entry into this Senior Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Notes Supplemental Indenture against the Issuers or BP I NZ (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I NZ, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee. The Trustee shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure to so notify the Issuers shall not relieve any of the Issuers or BP I NZ executing this Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and BP I NZ, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers and BP I NZ in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes.

viii.Duplicate Originals. The parties may sign any number of copies of this Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

ix.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

x.No Adverse Interpretation of Other Agreements. This Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I NZ, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Supplemental Indenture.

xi.No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I NZ or any Issuer or any direct or indirect parent corporation will have any liability for any obligations of the Issuers or Senior Note Guarantors under the Senior Notes, this Senior Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws.

xii.Successors and Assigns. All covenants and agreements of the Issuers and BP I NZ in this Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors and assigns.

xiii.Severability. In case any one or more of the provisions contained in this Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Notes Supplemental Indenture or the Senior Notes.

xiv.Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers:

1900 West Field Court Lake Forest, IL 60045 Attention of Joseph E. Doyle

Group Legal Counsel
Fax: 847-482-4589 JDoyle@pactiv.com

If to the Trustee, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon
101 Barclay Street 7-E
New York, NY 10286
Attn: International Corporate Trust
Fax: (212) 815-5366
lesley.daley@bnymellon.com

xv.Amendments and Modification. This Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.

(1)

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS I LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Canada

EVERGREEN PACKAGING CANADA LIMITED
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

PACTIV CANADA INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

REYNOLDS CONSUMER PRODUCTS CANADA INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

New Zealand

BEVERAGE PACKAGING HOLDINGS III LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS V LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

New Zealand

CLOSURE SYSTEMS INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

EVERGREEN PACKAGING INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

REYNOLDS PACKAGING INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

New Zealand

BEVERAGE PACKAGING (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

REYNOLDS GROUP HOLDINGS LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

United States

BAKER’S CHOICE PRODUCTS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

BCP/GRAHAM HOLDINGS L.L.C.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

BLUE RIDGE HOLDING CORP.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BRPP, LLC. BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BLUE RIDGE PAPER PRODUCTS INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

United States

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC
By:
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Vice President and Secretary

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

CSI MEXICO LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CSI SALES & TECHNICAL SERVICES INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

EVERGREEN PACKAGING INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

GEC PACKAGING TECHNOLOGIES LLC
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Secretary

GPC HOLDINGS LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GPC OPCO GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GPC SUB GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING ACQUISITION CORP.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING COMPANY INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

GRAHAM PACKAGING COMPANY, L.P.
By: GPC OPCO GP L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING HOLDINGS COMPANY
By: BCP/Graham Holdings L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX COMPANY
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING PX HOLDING CORPORATION
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX, LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

PACTIV INTERNATIONAL HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV MANAGEMENT COMPANY LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

United States

PACTIV PACKAGING INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

PCA WEST INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

RENPAC HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary and Vice President

REYNOLDS CONSUMER PRODUCTS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

United States

REYNOLDS GROUP HOLDINGS INC.
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS MANUFACTURING, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS PRESTO PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS SERVICES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

SOUTHERN PLASTICS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

TRANS WESTERN POLYMERS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar

By:/s/ Nancy R. Johnson

Name: Nancy R. Johnson

Title: Vice President

EX-4.5.4

[FORM OF GUARNTOR JOINDER AGREEMENT]

GUARANTOR JOINDER (this “Joinder”) dated as of [●] to the [●] (as amended, supplemented or otherwise modified from time to time, the “[●] Amended and Restated Credit Agreement”), among [REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC, a Delaware limited liability company, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL INC., a Delaware corporation, GRAHAM PACKAGING COMPANY INC., a Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL LIMITED (f/k/a Closure Systems International, B.V.), a New Zealand limited liability company, BEVERAGE PACKAGING HOLDINGS III LIMITED (f/k/a Beverage Packaging Holdings (Luxembourg) III S.à r.l.), a New Zealand limited liability company], REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the [●] Amended and Restated Credit Agreement.

B. The Guarantors have entered into the [●] Amended and Restated Credit Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Section 5.12 of the [●] Amended and Restated Credit Agreement provides that additional Subsidiaries may become Guarantors under the [●] Amended and Restated Credit Agreement by execution and delivery of an instrument substantially in the form of this Joinder. The undersigned Borrower or Subsidiary (the “New Guarantor”) is executing this Joinder in accordance with the requirements of the [●] Amended and Restated Credit Agreement to become a Guarantor under the [●] Amended and Restated Credit Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1. In accordance with Section 5.12 of the [●] Amended and Restated Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the [●] Amended and Restated Credit Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (i) agrees to all the terms and provisions of the [●] Amended and Restated Credit Agreement applicable to it as a Guarantor thereunder and (ii) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Each reference to a “Guarantor” in the [●] Amended and Restated Credit Agreement shall be deemed to include the New Guarantor. The [●] Amended and Restated Credit Agreement is hereby incorporated herein by reference.

SECTION 2. The New Guarantor hereby agrees to be bound by and become a party to the First Lien Intercreditor Agreement, as amended, supplemented or otherwise modified from time to time, as if originally named a Guarantor therein .

SECTION 3. The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 4. The New Guarantor is a limited liability company duly organized under the laws of Delaware.

SECTION 5. The New Guarantor confirms that no Default has occurred or would occur as a result of the New Guarantor becoming a Guarantor under the [●] Amended and Restated Credit Agreement.

SECTION 6. This Joinder may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder shall become effective when the Administrative Agent shall have received counterparts of this Joinder that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Joinder by facsimile transmission or other electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Joinder.

SECTION 7. Except as expressly supplemented hereby, the [●] Amended and Restated Credit Agreement shall remain in full force and effect.

SECTION 8. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9. In case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the [●] Amended and Restated Credit Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 10. All communications and notices hereunder shall (except as otherwise expressly permitted by the [●] Amended and Restated Credit Agreement) be in writing and given as provided in Section 9.01 of the [●] Amended and Restated Credit Agreement. All communications and notices hereunder to the New Guarantor shall be given to it in care of Holdings as provided in Section 9.01 of the [●] Amended and Restated Credit Agreement.

SECTION 11. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Joinder, including the fees, other charges and disbursements of counsel for the Administrative Agent.

IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Joinder as of the day and year first above written.

[Execution Block for New Guarantor]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
by
	Name:
	Title:

by
	Name:
	Title:

List of Substantially Similar Agreements

1.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Evergreen Packaging Inc., and Credit Suisse AG, Cayman Islands Branch, as administrative agent
2.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Blue Ridge Holding Corp., and Credit Suisse AG, Cayman Islands Branch, as administrative agent
3.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Blue Ridge Paper Products Inc., and Credit Suisse AG, Cayman Islands Branch, as administrative agent
4.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between BRPP, LLC, and Credit Suisse AG, Cayman Islands Branch, as administrative agent
5.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Evergreen Packaging Canada Limited, and Credit Suisse AG, Cayman Islands Branch, as administrative agent
6.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Evergreen Packaging International B.V., and Credit Suisse AG, Cayman Islands Branch, as administrative agent
7.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Reynolds Packaging International B.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
8.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between Pactiv International Holdings Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
9.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between Pactiv Management Company LLC and Credit Suisse AG, Cayman Islands Branch, as administrative agent
10.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between PCA West Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
11.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between Pactiv Corporation (now known as Pactiv LLC.) and Credit Suisse AG, Cayman Islands Branch, as administrative agent
12.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between Pactiv Packaging Inc. (formerly PWP Industries, Inc.) and Credit Suisse AG, Cayman Islands Branch, as administrative agent
13.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between Pactiv Canada Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
14.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of September 8, 2011, between Graham Packaging Company Inc., BCP/Graham Holdings LLC and Credit Suisse AG, Cayman Islands Branch, as administrative agent
15.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of October 14, 2011, between Reynolds Manufacturing, Inc., RenPac Holdings Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
16.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of March 20, 2012, between certain additional guarantors and Credit Suisse AG, Cayman Islands Branch, as administrative agent
17.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of February 14, 2014 between certain additional guarantors and Credit Suisse AG, Cayman Islands Branch, as administrative agent
18.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 14, 2012, between Beverage Packaging Holdings (Luxembourg) V S.A. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
19.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of June 30, 2014 between certain additional guarantors and Credit Suisse AG, Cayman Islands Branch, as administrative agent
20.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement) dated as of December 18, 2014 between certain additional guarantors and Credit Suisse AG, Cayman Islands Branch, as administrative agent
21.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of October 25, 2016 between GEC Packaging Technologies LLC and Credit Suisse AG, Cayman Islands Branch, as administrative agent
22.	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 21, 2017, between GPC US LLC and Credit Suisse AG, Cayman Islands Branch, as administrative agent

1003594611v2

EX-7.1

(In $ million)	2017		2016		2015		2014		2013
Earnings
Pre-tax income (loss) from continuing operations	521		272		(294	)	(475	)	(270	)
Distributed income of equity investees	—		—		—		1		1
Fixed charges	686		915		1,074		1,358		1,413
Less:
Share of profit of associates and joint ventures, net of income tax	3		3		2		2		1
Non-controlling interests	(2	)	(2	)	(2	)	(2	)	(2	)
Interest capitalized	(3	)	(3	)	(5	)	(6	)	(6	)
Total Earnings	1,205		1,185		775		878		1,137
Fixed Charges
Interest expense and capitalized	626		851		1,002		1,268		1,326
Amortized premiums, discounts and capitalized expenses related to indebtedness	17		28		33		44		41
Fair value adjustment of acquired notes	(1	)	(2	)	(2	)	(2	)	(2	)
Estimate of interest in rental expense	44		38		41		48		48
Total Fixed Charges	686		915		1,074		1,358		1,413
Ratio of Earnings to Fixed Charges	1.8x		1.3x		—		—		—
Additional Pre-tax Earnings to Achieve 1:1 Ratio	—		—		299		480		276

EX-8.1

8.1 List of subsidiaries

			Ownership interest (%)		Voting interest (%)
	Reporting date	Country of incorporation	2017	2016	2017
Alusud Argentina S.R.L.	Dec-31	Argentina	100	100	100
Graham Packaging Argentina S.R.L.	Dec-31	Argentina	100	100	100
Lido Plast San Luis S.A. (a)	Dec-31	Argentina	—	100	—
Gulf Closures W.L.L.(b)	Dec-31	Bahrain	49	49	49
Graham Packaging Belgium BVBA	Dec-31	Belgium	100	100	100
Graham Packaging Lummen BVBA	Dec-31	Belgium	100	100	100
Closure Systems International (Brazil) Sistemas de Vedacao Ltda.	Dec-31	Brazil	100	100	100
Graham Packaging do Brasil Indústria e Comércio Ltda.	Dec-31	Brazil	100	100	100
Graham Packaging Paraná Ltda.	Dec-31	Brazil	100	100	100
Resin Rio Comercio Ltda.	Dec-31	Brazil	100	100	100
CSI Latin American Holdings Corporation	Dec-31	British Virgin Islands	100	100	100
Evergreen Packaging Canada Limited	Dec-31	Canada	100	100	100
Graham Packaging Canada Company	Dec-31	Canada	100	100	100
Pactiv Canada Inc.	Dec-31	Canada	100	100	100
Reynolds Consumer Products Canada Inc.	Dec-31	Canada	100	100	100
Alusud Embalajes Chile Ltda.	Dec-31	Chile	100	100	100
Closure Systems International (Guangzhou) Limited	Dec-31	China	100	100	100
Closure Systems International (Wuhan) Limited (a)	Dec-31	China	—	100	—
CSI Closure Systems (Hangzhou) Co., Ltd.	Dec-31	China	100	100	100
CSI Closure Systems (Tianjin) Co., Ltd.	Dec-31	China	100	100	100
Evergreen Packaging (Shanghai) Co., Ltd.	Dec-31	China	100	100	100
Graham Packaging (Guangzhou) Co., Ltd.	Dec-31	China	100	100	100
Graham Packaging (Taizhou) Co., Ltd. (c)	Dec-31	China	100	—	100
Graham Packaging Trading (Shanghai) Co., Ltd. (a)	Dec-31	China	—	100	—
Reynolds Metals (Shanghai) Ltd.	Dec-31	China	100	100	100
Techne Machineries Foshan Ltd (in liquidation) (d)	Dec-31	China	100	100	100
Zhejiang Zhongbao Pactiv Packaging Co., Ltd.	Dec-31	China	62.5	62.5	62.5
Alusud Embalajes Colombia Ltda.	Dec-31	Colombia	100	100	100
Closure Systems International (Colombia Trade) S.A.S.	Dec-31	Colombia	100	100	100
CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada	Dec-31	Costa Rica	100	100	100
Closure Systems International (Egypt) LLC	Dec-31	Egypt	100	100	100
Evergreen Packaging de El Salvador, S.A. de C.V.	Dec-31	El Salvador	100	100	100
Graham Packaging Company Oy	Dec-31	Finland	100	100	100
Graham Packaging Europe S.N.C.	Dec-31	France	100	100	100
Graham Packaging France S.A.S.	Dec-31	France	100	100	100
Graham Packaging Normandy S.A.R.L.	Dec-31	France	100	100	100
Graham Packaging Villecomtal S.A.R.L.	Dec-31	France	100	100	100
Closure Systems International Machinery (Germany) GmbH	Dec-31	Germany	100	100	100
Omni-Pac Ekco GmbH Verpackungsmittel (e)	Dec-31	Germany	—	100	—
Omni-Pac GmbH Verpackungsmittel (e)	Dec-31	Germany	—	100	—
Pactiv Deutschland Holdinggesellschaft mbH	Dec-31	Germany	100	100	100
Pactiv-Omni Germany Holdings GmbH	Dec-31	Germany	100	100	100
Closure Systems International (Hong Kong) Limited	Dec-31	Hong Kong	100	100	100
Graham Packaging Asia Limited	Dec-31	Hong Kong	100	100	100
Roots Investment Holding Private Limited	Dec-31	Hong Kong	100	100	100
Technegen International Limited	Dec-31	Hong Kong	100	100	100
CSI Hungary Manufacturing and Trading Limited Liability Company	Dec-31	Hungary	100	100	100
Closure Systems International (I) Private Limited	Mar-31	India	100	100	100
PT. Graham Packaging Indonesia	Dec-31	Indonesia	100	100	100
Graham Packaging Company Italia S.r.l. (e)	Dec-31	Italy	—	100	—
Closure Systems International Japan, Limited	Dec-31	Japan	100	100	100
Graham Packaging Japan Godo Kaisha (a)	Dec-31	Japan	—	100	—
Closure Systems International (Korea), Ltd.	Dec-31	Korea	100	100	100
Evergreen Packaging Korea Limited	Dec-31	Korea	100	100	100
Beverage Packaging Factoring (Luxembourg) S.à r.l. (f)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) II S.A. (a)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) IV S.à r.l. (f)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) VI S.à r.l. (a)	Dec-31	Luxembourg	—	100	—
Evergreen Packaging (Luxembourg) S.à r.l. (a)	Dec-31	Luxembourg	—	100	—
Graham Packaging European Holdings (Luxembourg) S.à r.l.	Dec-31	Luxembourg	100	100	100
Graham Packaging European Holdings (Luxembourg) I S.à r.l.	Dec-31	Luxembourg	100	100	100
Graham Packaging European Holdings (Luxembourg) II S.à r.l.	Dec-31	Luxembourg	100	100	100
CSI en Ensenada, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
CSI en Saltillo, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
CSI Tecniservicio, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Graham Packaging Plastic Products de Mexico, S. de. R.L. de C.V.	Dec-31	Mexico	100	100	100
Grupo Corporativo Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Grupo CSI de México, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Innovación y Asesoría en Plástico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Pactiv Foodservice Mexico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Pactiv Mexico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Servicio Terrestre Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Servicios Graham Packaging, S. de. R.L. de C.V.	Dec-31	Mexico	100	100	100
Servicios Industriales Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Servicios Integrales de Operacion, S.A. de C.V.	Dec-31	Mexico	100	100	100
Closure Systems International Nepal Private Limited	Jul-16	Nepal	100	100	100
Graham Packaging Company B.V. (e)	Dec-31	Netherlands	—	100	—
Graham Packaging Holdings B.V.	Dec-31	Netherlands	100	100	100
Graham Packaging Zoetermeer B.V.	Dec-31	Netherlands	100	100	100
Beverage Packaging (New Zealand) Limited	Dec-31	New Zealand	100	100	100
Beverage Packaging Factoring Trust (c) (g)	Dec-31	New Zealand	—	—	—
Beverage Packaging Holdings I Limited (h) (i)	Dec-31	New Zealand	100	100	100
Beverage Packaging Holdings III Limited (h) (j)	Dec-31	New Zealand	100	100	100
Beverage Packaging Holdings V Limited (h) (k)	Dec-31	New Zealand	100	100	100
Closure Systems International Limited (l) (m)	Dec-31	New Zealand	100	100	100
Evergreen Packaging International Limited (l) (n)	Dec-31	New Zealand	100	100	100
Reynolds Group Issuer (New Zealand) Limited (h) (o)	Dec-31	New Zealand	100	100	100
Reynolds Packaging International Limited (l) (p)	Dec-31	New Zealand	100	100	100
Alusud Peru S.A.	Dec-31	Peru	100	100	100
Closure Systems International (Philippines), Inc.	Dec-31	Philippines	100	100	100
Graham Packaging Poland Sp. z o.o.	Dec-31	Poland	100	100	100
CSI Vostok Limited Liability Company (in liquidation) (d)	Dec-31	Russia	100	100	100
Pactiv Asia Pte Ltd	Dec-31	Singapore	100	100	100
Closure Systems International España, S.L.U.	Dec-31	Spain	100	100	100
Closure Systems International Holdings (Spain), S.A.U.	Dec-31	Spain	100	100	100
Graham Packaging Iberica S.L.	Dec-31	Spain	100	100	100
Reynolds Food Packaging Spain, S.L.U.	Dec-31	Spain	100	100	100
Evergreen Packaging (Taiwan) Co., Ltd.	Dec-31	Taiwan	100	100	100
Closure Systems International Plastik Ithalat Ihracat Sanayi Ve Ticaret Limited Sirketi	Dec-31	Turkey	100	100	100
Graham Plastpak Plastik Ambalaj Sanayi Limited Sirketi (e)	Dec-31	Turkey	—	100	—
Graham Packaging European Services Limited	Dec-31	United Kingdom	100	100	100
Graham Packaging Plastics Limited	Dec-31	United Kingdom	100	100	100
Ivex Holdings, Ltd.	Dec-31	United Kingdom	100	100	100
Ivex Plastics Limited (q)	Dec-31	United Kingdom	100	100	100
Kama Europe Limited	Dec-31	United Kingdom	100	100	100
Pactiv (Films) Limited (r)	Dec-31	United Kingdom	100	—	100
Baker's Choice Products, Inc.	Dec-31	U.S.A.	100	100	100
BCP/Graham Holdings L.L.C.	Dec-31	U.S.A.	100	100	100
Blue Ridge Holding Corp.	Dec-31	U.S.A.	100	100	100
Blue Ridge Paper Products Inc.	Dec-31	U.S.A.	100	100	100
BRPP, LLC	Dec-31	U.S.A.	100	100	100
Closure Systems International Americas, Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems International Holdings LLC	Dec-31	U.S.A.	100	100	100
Closure Systems International Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems International Packaging Machinery Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems Mexico Holdings LLC	Dec-31	U.S.A.	100	100	100
Coast-Packaging Company (California General Partnership)(b)	Dec-31	U.S.A.	50	50	50
CSI Mexico LLC	Dec-31	U.S.A.	100	100	100
CSI Sales & Technical Services Inc.	Dec-31	U.S.A.	100	100	100
Evergreen Packaging Inc.	Dec-31	U.S.A.	100	100	100
GEC Packaging Technologies LLC	Dec 31	U.S.A.	100	100	100
GPC Holdings LLC (f)	Dec-31	U.S.A.	—	100	—
GPC Opco GP LLC	Dec-31	U.S.A.	100	100	100
GPC Sub GP LLC	Dec-31	U.S.A.	100	100	100
GPC US LLC (c)	Dec-31	U.S.A.	100	—	100
Graham Packaging Acquisition Corp. (f)	Dec-31	U.S.A.	—	100	—
Graham Packaging Company Europe LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging Company Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Company, L.P.	Dec-31	U.S.A.	100	100	100
Graham Packaging Holdings Company	Dec-31	U.S.A.	100	100	100
Graham Packaging International Plastics Products Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Latin America, LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging Leasing USA LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging PET Technologies Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Plastic Products LLC (s)	Dec-31	U.S.A.	100	100	100
Graham Packaging PX Company	Dec-31	U.S.A.	100	100	100
Graham Packaging PX Holding Corporation	Dec-31	U.S.A.	100	100	100
Graham Packaging PX, LLC	Dec-31	U.S.A.	100	100	100
Pactiv International Holdings Inc.	Dec-31	U.S.A.	100	100	100
Pactiv LLC	Dec-31	U.S.A.	100	100	100
Pactiv Management Company LLC	Dec-31	U.S.A.	100	100	100
Pactiv Packaging Inc.	Dec-31	U.S.A.	100	100	100
PCA West Inc.	Dec-31	U.S.A.	100	100	100
RenPac Holdings Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Consumer Products Holdings LLC	Dec-31	U.S.A.	100	100	100
Reynolds Consumer Products LLC	Dec-31	U.S.A.	100	100	100
Reynolds Group Holdings Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Group Issuer Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Group Issuer LLC	Dec-31	U.S.A.	100	100	100
Reynolds Manufacturing, Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Presto Products Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Services Inc.	Dec-31	U.S.A.	100	100	100
Southern Plastics Inc.	Dec-31	U.S.A.	100	100	100
Trans Western Polymers, Inc.	Dec-31	U.S.A.	100	100	100
Alusud Venezuela S.A. (a)	Dec-31	Venezuela	—	100	—

(a) Voluntarily liquidated/deregistered/dissolved during the year.

(b) The Group has the control and it has the power to govern the financial and operating policies of the entity.

(c) Incorporated during the year.

(d) In voluntary liquidation.

(e) Sold during the year.

(f) Merged during the year with another entity in the Group.

(g) Included as a group entity on the basis that Beverage Packaging Holdings I Limited is the manager and beneficiary of this entity.

(h) Jurisdiction changed during the year from Luxembourg.

(i) Name changed during the year from Beverage Packaging Holdings (Luxembourg) I S.A.

(j) Name changed during the year from Beverage Packaging Holdings (Luxembourg) III S.à r.l.

(k) Name changed during the year from Beverage Packaging Holdings (Luxembourg) V S.A.

(l) Jurisdiction changed during the year from Netherlands.

(m) Name changed during the year from Closure Systems International B.V.

(n) Name changed during the year from Evergreen Packaging International B.V.

(o) Name changed during the year from Reynolds Group Issuer (Luxembourg) S.A.

(p) Name changed during the year from Reynolds Packaging International B.V.

(q) Name changed during the year from Closure Systems International (UK) Limited.

(r) Company restored to the UK Register of Companies during the year.

(s) Name changed during the year from Graham Packaging Plastic Products Inc.

F-1

EX-12.1

Exhibit 12.1 - Rule 13a-14(a) Certification

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

1.     I have reviewed this annual report on Form 20-F of the registrant;

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

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

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

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

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

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

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

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

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

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

/s/ Thomas Degnan

Thomas Degnan

Chief Executive Officer

February 13, 2018

EX-12.2

Exhibit 12.2 - Rule 13a-14(a) Certification

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

1.     I have reviewed this annual report on Form 20-F of the registrant;

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

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

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

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

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

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

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

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

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

/s/ Allen Hugli

Allen Hugli

Chief Financial Officer

February 13, 2018

EX-13.1

EXHIBIT 13.1 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

(a)    The annual report of the Company for the year ended December 31, 2017 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(b)    The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas Degnan

Thomas Degnan

Chief Executive Officer

February 13, 2018

EX-13.2

EXHIBIT 13.2 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

(a)    The annual report of the Company for the year ended December 31, 2017 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(b)    The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Allen Hugli

Allen Hugli

Chief Financial Officer

February 13, 2018

XML

Document and entity information shares in Millions	12 Months Ended
	Dec. 31, 2017 shares
Document And Entity Information [Abstract]
Document Type	20-F
Amendment Flag	false
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Entity Registrant Name	Reynolds Group Holdings Ltd
Entity Central Index Key	0001527508
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	0

XML

Consolidated statements of comprehensive income - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Profit or loss [abstract]
Revenue		$ 10,524	$ 10,646	$ 11,178
Cost of sales	[1]	(8,202)	(8,259)	(8,978)
Gross profit		2,322	2,387	2,200
Selling, marketing and distribution expenses	[1]	(277)	(315)	(262)
General and administration expenses	[1]	(745)	(855)	(745)
Net other income (expenses)		(78)	(72)	53
Profit from operating activities		1,222	1,145	1,246
Financial income		49	169	22
Financial expenses		(750)	(1,042)	(1,562)
Net financial expenses		(701)	(873)	(1,540)
Profit (loss) from continuing operations before income tax		521	272	(294)
Income tax (expense) benefit		(81)	(105)	(60)
Profit (loss) from continuing operations		440	167	(354)
Profit (loss) from discontinued operations, net of income tax		(1)	(6)	2,672
Profit (loss) for the year		439	161	2,318
Items that may be reclassified into profit (loss)
Exchange differences on translating foreign operations		78	(66)	(106)
Reclassification from foreign currency translation reserve		25	0	(452)
Items that will not be reclassified into profit (loss)
Remeasurement of defined benefit plans		154	74	167
Total other comprehensive income (loss), net of income tax		257	8	(391)
Total comprehensive income (loss)		696	169	1,927
Profit (loss) attributable to:
Equity holder of the Group - continuing operations		438	165	(356)
Equity holder of the Group - discontinued operations		(1)	(6)	2,672
Non-controlling interests		2	2	2
Total comprehensive income (loss) attributable to:
Equity holder of the Group - continuing operations		695	173	(326)
Equity holder of the Group - discontinued operations		(1)	(6)	2,251
Non-controlling interests		$ 2	$ 2	$ 2

[1] For information on expenses by nature, refer to notes 8, 9, 12, 13, 14, 17 and 23.

XML

Consolidated statements of financial position - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 617	$ 932
Trade and other receivables, net	1,136	1,051
Inventories	1,370	1,245
Current tax assets	14	21
Assets held for sale	144	26
Derivatives	11	7
Other assets	40	50
Total current assets	3,332	3,332
Non-current assets
Related party and other non-current receivables	352	352
Investments in associates and joint ventures	24	22
Deferred tax assets	32	8
Property, plant and equipment	2,923	3,010
Intangible assets	9,659	9,902
Derivatives	281	257
Other assets	79	71
Total non-current assets	13,350	13,622
Total assets	16,682	16,954
Current liabilities
Trade and other payables	1,116	1,182
Liabilities directly associated with assets held for sale	34	23
Borrowings	470	746
Current tax liabilities	44	46
Derivatives	2	3
Employee benefits	213	248
Provisions	39	65
Total current liabilities	1,918	2,313
Non-current liabilities
Non-current payables	45	40
Borrowings	10,919	11,325
Deferred tax liabilities	1,014	1,082
Employee benefits	1,045	1,162
Provisions	89	75
Total non-current liabilities	13,112	13,684
Total liabilities	15,030	15,997
Net assets	1,652	957
Equity
Share capital	1,664	1,664
Reserves	(1,728)	(1,988)
Retained profits	1,706	1,272
Equity attributable to equity holder of the Group	1,642	948
Non-controlling interests	10	9
Total equity	$ 1,652	$ 957

XML

Consolidated statements of changes in equity (deficit) - USD ($) $ in Millions	Total	Equity (deficit) attributable to equity holder of the Group	Share capital	Translation of foreign operations	Other reserves		Retained profits (accumulated losses)	Non-controlling interests
Equity, beginning balance at Dec. 31, 2014	$ (1,125)	$ (1,144)	$ 1,664	$ 119	$ (1,678)	[1]	$ (1,249)	$ 19
Comprehensive income
Profit (loss)	2,318	2,316					2,316	2
Remeasurement of defined benefit plans	167	167			167	[1]
Exchange differences on translating foreign operations	(106)	(106)		(106)
Reclassification of foreign currency translation reserve upon disposal of businesses	(452)	(452)		(452)
Comprehensive income	1,927	1,925		(558)	167	[1]	2,316	2
Change upon sale of business					(46)	[1]	46
Dividends paid to non-controlling interests	(5)							(5)
Equity, ending balance at Dec. 31, 2015	797	781	1,664	(439)	(1,557)	[1]	1,113	16
Comprehensive income
Profit (loss)	161	159					159	2
Remeasurement of defined benefit plans	74	74			74	[1]
Exchange differences on translating foreign operations	(66)	(66)		(66)
Reclassification of foreign currency translation reserve upon disposal of businesses	0
Comprehensive income	169	167		(66)	74	[1]	159	2
Change upon sale of business	(7)							(7)
Dividends paid to non-controlling interests	(2)							(2)
Equity, ending balance at Dec. 31, 2016	957	948	1,664	(505)	(1,483)	[1]	1,272	9
Comprehensive income
Profit (loss)	439	437					437	2
Remeasurement of defined benefit plans	154	154			154	[1]
Exchange differences on translating foreign operations	78	78		78
Reclassification of foreign currency translation reserve upon disposal of businesses	25	25		25
Comprehensive income	696	694		103	154	[1]	437	2
Change upon sale of business					3	[1]	(3)
Dividends paid to non-controlling interests	(1)							(1)
Equity, ending balance at Dec. 31, 2017	$ 1,652	$ 1,642	$ 1,664	$ (402)	(1,326)	[1]	$ 1,706	$ 10
Comprehensive income
Increase (decrease) from common control transactions					$ 1,561

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

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Consolidated statements of cash flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities
Profit (loss)	$ 439	$ 161	$ 2,318
Adjustments for:
Depreciation and amortization	674	707	714
Asset impairment charges	45	45	17
Foreign currency adjustments	1	5	4
Change in fair value of derivatives	0	(18)	(87)
(Gain) loss on sale or disposal of businesses and non-current assets	13	3	(2,905)
Business disposal costs	(1)	(1)	(38)
Share of profit of associates and joint ventures, net of income tax	(2)	(3)	(9)
Net financial expenses	701	873	1,750
Premium on extinguishment of borrowings	(11)	(122)	(226)
Interest paid	(644)	(909)	(1,110)
Income tax expense (benefit)	81	105	118
Income taxes paid, net of refunds received	(196)	(163)	(74)
Change in trade and other receivables	(110)	9	51
Change in inventories	(151)	(2)	138
Change in trade and other payables	12	7	(116)
Change in provisions and employee benefits	1	176	92
Change in other assets and liabilities	(12)	3	17
Net cash from operating activities	840	876	654
Cash flows from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets	(410)	(324)	(381)
Purchases of short-term investments	0	0	(200)
Proceeds from sale of short-term investments	0	0	200
Proceeds from sale of property, plant and equipment and other assets	5	13	23
Proceeds from insurance claims	0	0	26
Disposal of businesses, net of cash disposed	44	149	4,148
Other	2	5	4
Net cash from (used in) investing activities	(359)	(157)	3,820
Cash flows used in financing activities
Drawdown of borrowings	452	4,706	150
Repayment of borrowings	(1,221)	(6,339)	(4,282)
Related party borrowings (repayments)	0	0	0
Payment of debt transaction costs	(10)	(110)	(15)
Other	(6)	(6)	(9)
Net cash used in financing activities	(785)	(1,749)	(4,156)
Net increase (decrease) in cash and cash equivalents	(304)	(1,030)	318
Cash and cash equivalents if different from statement of financial position, beginning of period	935	1,977	1,587
Cash and cash equivalents classified as assets held for sale	3	0	97
Effect of exchange rate fluctuations on cash and cash equivalents	6	(12)	(25)
Cash and cash equivalents, net of bank overdrafts, at the beginning of the year	932	1,977
Cash and cash equivalents classified as assets held for sale	20	3	0
Cash and cash equivalents if different from statement of financial position, end of period	637	935	1,977
Cash and cash equivalents as of December 31	$ 617	$ 932	$ 1,977

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Consolidated statements of cash flows (Parenthetical) - USD ($) $ in Millions	Aug. 31, 2016	Feb. 28, 2015
Condensed Cash Flow Statement1 [Line Items]
Line of credit facility, fair value of amount outstanding	$ 2,454	$ 2,439
Line of credit facility, principal payment	$ 203

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Reporting entity

12 Months Ended

Dec. 31, 2017

General Information about Financial Statements [Abstract]

Reporting entity

Reporting entity

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

The consolidated financial statements of Reynolds Group Holdings Limited as of and for the year ended December 31, 2017 comprise the Company and its subsidiaries and their interests in associates and jointly controlled entities. Collectively, these entities are referred to as the "Group.”

The Group is principally engaged in the manufacture and supply of consumer food and beverage packaging and storage products, primarily in North America, Asia, Europe and South America.

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

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Basis of preparation

12 Months Ended

Dec. 31, 2017

Disclosure of basis of preparation of financial statements [Abstract]

Disclosure of basis of preparation

Basis of preparation

2.1    Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and International Financial Reporting Interpretations Committee ("IFRIC") Interpretations as issued by the International Accounting Standards Board ("IASB").

The consolidated financial statements were approved by the Board of Directors (the “Directors”) on February 13, 2018 in Chicago, Illinois (February 14, 2018 in Auckland, New Zealand).

2.2    Going concern

The consolidated financial statements have been prepared using the going concern assumption.

2.3    Basis of measurement

The consolidated financial statements have been prepared under the historical cost convention except for:

• certain components of inventory which are measured at net realizable value;

• defined benefit pension plan liabilities and post-employment medical plan liabilities which are measured under the projected unit credit method; and

• certain assets and liabilities, such as derivatives, which are measured at fair value.

Information disclosed in the consolidated statement of comprehensive income, consolidated statement of changes in equity (deficit) and consolidated statement of cash flows for the current year is for the twelve month period ended December 31, 2017. Information for the comparative years is for the twelve month periods ended December 31, 2016 and December 31, 2015.

2.4    Presentation currency

These consolidated financial statements are presented in U.S. dollars (“$”), which is the Group’s presentation currency.

2.5    Use of estimates and judgements

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

Information about the areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is described in note 4.

2.6    Comparative information

During the year ended December 31, 2015, the Group made an adjustment to correct for an error related to the overstatement of employee benefits liability. The adjustment decreased the employee benefits liability by $19 million, increased deferred tax liabilities by $7 million and increased other comprehensive income by $12 million. The adjustment had no impact on the reported profit for the period, Adjusted EBITDA or the consolidated statement of cash flows. The adjustment did not have a material impact on any current or previously reported interim or annual consolidated financial statements.

During the year ended December 31, 2015, the Group made a cumulative adjustment to correct for amortization expense that was recorded in error since January 2012 at Pactiv Foodservice. The adjustment decreased general and administration expenses and increased intangible assets by $18 million. The impact to profit (loss) for the year was an increase of $11 million in profit. The adjustment had no impact on Adjusted EBITDA or the consolidated statement of cash flows. The adjustment did not have a material impact on any current or previously reported interim or annual consolidated financial statements.

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Significant accounting policies

12 Months Ended

Dec. 31, 2017

Disclosure of significant accounting policies [Abstract]

Significant accounting policies

Significant accounting policies

The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements by all Group entities.

3.1    Basis of consolidation

(a)    Subsidiaries

Subsidiaries are entities controlled by the parent of the Group. Control is achieved when the parent of the Group: has power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns from the investee. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there have been changes to one or more of these three elements of control. The financial statements of the subsidiaries are included in the consolidated financial statements from the date control commences until the date that control ceases.

The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of the acquisition, including the fair value of any contingent consideration and share-based payment awards (as measured in accordance with IFRS 2 “Share Based Payments”) of the acquiree that are mandatorily replaced as a result of the transaction. Transaction costs that the Group incurs in connection with an acquisition are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair value at the acquisition date, irrespective of the extent of any non-controlling interests. Non-controlling interests are initially recognized at their proportionate share of the fair value of the net assets acquired.

During the measurement period, an acquirer can report provisional information for a business combination if by the end of the reporting period in which the combination occurs the accounting is incomplete. The measurement period, however, ends at the earlier of when the acquirer has received all of the necessary information to determine the fair values or one year from the date of the acquisition.

(b)    Joint ventures and associates

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies, generally accompanied by a shareholding of between 20% and 50% of the voting rights. Investments in joint ventures and associates are accounted for using the equity method of accounting.

(c)    Transactions between entities under common control

Common control transactions arise between entities that are under the ultimate ownership of the common sole shareholder, Mr. Graeme Hart.

Acquisitions of businesses under common control are accounted for as follows:

• predecessor value method requires the financial statements to be prepared using predecessor book values without any step up to fair values;

• premium or discount on acquisition is calculated as the difference between the total consideration paid and the book value of the share capital of the acquired entity, and is recognized directly in equity as a component of a separate reserve; and

• the results of operations and cash flows of the acquired entity are included on a restated basis in the financial statements from the date that common control originally commenced (i.e., from the date the business was acquired by Mr. Graeme Hart) as though the entities had always been combined from the common control date forward.

(d)    Transactions eliminated on consolidation

Intra-group balances and unrealized items of income and expense arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

(e)    Transactions with non-controlling interests

The Group accounts for transactions with non-controlling interests as transactions with the equity owner of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

3.2    Foreign currency

(a)    Functional currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company is New Zealand dollars ("NZ$").

(b)    Foreign currency transactions

Foreign currency transactions are converted into the functional currency of the entity using the exchange rates prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency of the respective entities at the exchange rate at that date.

Foreign currency transactional gains or losses are recognized in the statement of comprehensive income as a component of profit or loss, unless the underlying transaction is recognized directly in equity.

(c)    Foreign currency translations

The results of operations and financial position of those entities that have a functional currency different from the presentation currency of the Group are translated into the Group's presentation currency as follows:

(i) assets and liabilities for each statement of financial position presented are translated at the closing exchange rate at the reporting date of the statement of financial position;

(ii) income and expense items for each profit or loss item are translated at average exchange rates;

(iii) items of other comprehensive income are translated at average exchange rates; and

(iv) all resulting exchange differences are recognized as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities are recognized as a component of equity and included in the foreign currency translation reserve. When a foreign operation is sold, such exchange differences are recognized in the statement of comprehensive income as part of the gain or loss on the sale.

(d)    Significant exchange rates

The following significant exchange rates applied during the year:

	Average rate for the year ended December 31,			As of December 31,
	2017	2016	2015	2017	2016
1 €	1.13	1.11	1.11	1.19	1.06
10 MXN	0.53	0.54	0.63	0.51	0.48
1 NZ$	0.71	0.70	0.70	0.71	0.70
1 CA$	0.77	0.75	0.78	0.80	0.74

3.3    Non-derivative financial instruments

Non-derivative financial instruments are comprised of cash and cash equivalents, trade and other receivables, trade and other payables and interest bearing borrowings.

A non-derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of the instrument. Non-derivative financial assets are derecognized if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset. Non-derivative financial liabilities are derecognized if the Group's obligations specified in the contract expire or are discharged or cancelled.

Non-derivative financial instruments are recognized initially at fair value, plus any directly attributable transaction costs for instruments not at fair value through profit or loss. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

Non-derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to offset exists and the Group intends to either settle the instrument net or realize the asset and liability simultaneously.

Upon initial acquisition the Group classifies its financial instruments in one of the following categories, which is dependent on the purpose for which the financial instruments were acquired or assumed.

(a)    Cash and cash equivalents

Cash and cash equivalents are comprised of cash on hand, deposits held at call with banks and other short-term highly liquid investments with maturities of less than three months. Bank overdrafts are included in borrowings and are classified as current liabilities in the statement of financial position except if repayable on demand, in which case they are included separately as a component of current liabilities. In the statement of cash flows, bank overdrafts are included as a component of cash and cash equivalents.

(b)    Loans and receivables

The Group's loans and receivables are comprised of trade and other receivables (including related party receivables) which are stated at their cost less provision for impairment.

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. Given the short-term nature of trade receivables the carrying amount is a reasonable approximation of fair value.

(c)    Other liabilities

Other liabilities are comprised of all non-derivative financial liabilities that are not disclosed as liabilities at fair value through profit or loss. Other liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. The Group's other liabilities are comprised of trade and other payables and interest bearing borrowings, including those with related parties. The Group's other liabilities are measured as follows:

(i) Trade and other payables

Subsequent to initial recognition trade and other payables are stated at amortized cost using the effective interest method.

(ii) Interest bearing borrowings including related party borrowings

On initial recognition, borrowings are stated at fair value less transaction costs that are directly attributable to borrowings. Subsequent to initial recognition interest bearing borrowings are stated at amortized cost. Any difference between the amortized cost and the redemption value is recognized in the statement of comprehensive income over the period of the borrowings, using the effective interest method.

The fair value of non-derivative financial liabilities, which is determined for disclosure purposes, is calculated by discounting the future contractual cash flows at the current market interest rates that are available for similar financial instruments.

3.4    Derivative financial instruments

A derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of an instrument at the trade date.

All derivatives are recognized at fair value based on a valuation model which includes consideration of credit risk, where applicable, and discounts the estimated future cash flows based on the terms and maturity of each contract using forward curves and market interest rates at the reporting date. Transaction costs are expensed as incurred. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognized in the statement of comprehensive income as a component of profit or loss unless the derivative financial instrument qualifies for hedge accounting, and the Group elects to apply hedge accounting.

Derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to offset exists.

Derivative financial assets are derecognized if the Group's contractual rights to the cash flows from the instrument expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset.

Derivative financial liabilities are derecognized if the Group's obligations specified in the contract expire or are discharged or cancelled.

Embedded derivatives are separated from the host contract and accounted for separately if the following conditions are met:

(i) the economic characteristics and risks of the host contract and the embedded derivative are not closely related;

(ii) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and

(iii) the combined instrument is not measured at fair value through profit or loss.

At the time of initial recognition of the embedded derivative an equal adjustment is also recognized against the host contract. The adjustment against the host contract is amortized over the remaining life of the host contract using the effective interest method.

Any embedded derivatives that are separated are measured at fair value with changes in fair value recognized through net financial expenses in the statement of comprehensive income as a component of profit or loss.

3.5    Inventories

(a)    Raw materials, work in progress and finished goods

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

The fair value of inventory acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale.

(b)    Engineering and maintenance materials

Engineering and maintenance materials (representing either critical or long order components) are measured at the lower of cost and net realizable value. The cost of these inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Net realizable value is determined with reference to the cost of replacement of such items in the ordinary course of business compared to the current market prices.

3.6    Property, plant and equipment

(a)    Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor and any other costs directly attributable to bringing the asset to a working condition for its intended use. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.

Property, plant and equipment acquired in a business combination is recorded at fair value, which is based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion. The market value of items of property, plant and equipment is based on the quoted market prices for similar items where available or based on the assessment of appropriately qualified independent valuers.

(b)    Assets under construction

Assets under construction are transferred to the appropriate asset category when they are ready for their intended use. Assets under construction are not depreciated but tested for impairment at least annually or when there is an indication of impairment.

(c)    Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within that part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(d)    Depreciation

Land is not depreciated. Depreciation on other assets is recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the estimated useful life of the asset.

The estimated useful lives for the material classes of property, plant and equipment are as follows:

• Buildings                20 to 50 years

• Plant and equipment            3 to 25 years

• Furniture and fixtures            3 to 20 years

Depreciation methods, useful lives and residual values are reassessed on an annual basis.

Gains and losses on the disposal of items of property, plant and equipment are determined by comparing the proceeds at the time of disposal with the net carrying amount of the asset.

3.7    Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Upon initial recognition the finance leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. The corresponding liability to the lessor is included in borrowings as a finance lease obligation. Subsequent to initial recognition the liability is accounted for at amortized cost using the effective interest method and the asset is accounted for in accordance with the accounting policy applicable to that asset.

Minimum lease payments made under finance leases are apportioned between the finance charges and the reduction of the outstanding liability. The finance charges which are recognized in the statement of comprehensive income as a component of profit or loss are allocated to each period during the lease term so as to reflect a constant rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for in the periods in which the payments are incurred.

Payments made under operating leases are recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the terms of the lease, except when another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. Contingent lease payments arising under operating leases are recognized as an expense in the period in which the payments are incurred. Presently, all payments under operating leases are recognized on a straight-line basis over the term of the lease in the statement of comprehensive income.

In the event that lease incentives are received to enter into an operating lease, such incentives are deferred and recognized as a liability. The aggregated benefits of the lease incentives are amortized as a reduction to the lease expenses on a straight-line basis, except when another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

3.8    Intangible assets

(a)    Goodwill

Goodwill arises on the acquisition of subsidiaries and business operations and is recognized at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer's previously-held equity interest in the acquiree over the fair value of the identifiable net assets recognized. Goodwill is allocated to the operations that are expected to benefit from the business combination in which the goodwill arose after the allocation of purchase consideration is finalized.

Goodwill is not amortized. Goodwill is measured at cost less accumulated impairment losses and is tested at least annually for impairment. Goodwill is monitored for impairment testing at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management purposes.

(b)    Trademarks

Trademarks are measured at cost less accumulated amortization and accumulated impairment losses. Trademarks acquired in a business combination are initially measured at fair value based on the discounted estimated royalty payments that have been avoided as a result of owning the trademark. Certain acquired trademarks are considered indefinite life intangible assets as they represent the value accumulated in the brand which is expected to continue indefinitely into the future and are recognized at cost less accumulated impairment losses.

(c)    Customer relationships

Customer relationships represent the value attributable to purchased long-standing business relationships which have been cultivated over the years with customers. Customer relationships acquired in a business combination are initially recognized at fair value based on the discounted cash flows expected to be derived from the relationship. Customer relationships are amortized using the straight-line method over the estimated remaining useful lives of the relationships, which are based on customer attrition rates and projected cash flows.

(d)    Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technological knowledge and understanding, is recognized in the statement of comprehensive income as a component of profit or loss as incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technologically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labor and overhead costs that are directly attributable to preparing the asset for its intended use. Intangible assets arising from development activities are measured at cost less accumulated amortization and accumulated impairment losses. Other development expenditure that does not qualify for capitalization is recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(e)    Other intangible assets

Other intangible assets comprise permits, software, technology and patents. Other intangible assets that have finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses. Other intangible assets that have indefinite useful lives are carried at cost less accumulated impairment losses.

(f)    Subsequent costs

Subsequent costs with respect to intangible assets are capitalized only when the expenditure increases the future economic benefits embodied in the specific asset to which the expenditure relates and it can be reliably measured. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(g)    Amortization

Amortization is recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and indefinite life intangibles, from the date that the intangible assets are available for use.

The estimated useful lives for the material classes of amortizable intangible assets are as follows:

• Trademarks             5 to 15 years

• Customer relationships            6 to 25 years

• Software/technology            3 to 15 years

• Patents             5 to 14 years

3.9    Impairment

The carrying amounts of the Group's assets are reviewed regularly and at least annually to determine whether there is any objective evidence of impairment. An impairment loss is recognized whenever the carrying amount of an asset, cash generating unit ("CGU") or group of CGUs exceeds its recoverable amount. Impairment losses directly reduce the carrying amount of assets and are recognized in the statement of comprehensive income as a component of profit or loss.

(a)    Impairment of loans and receivables

The Group's loans and receivables that are carried at amortized cost are assessed for impairment using the present value of estimated future cash flows. Long duration receivables are discounted using their original effective interest rate, while short duration receivables are not discounted.

Impairment is assessed on all instruments that are considered individually significant, based on that specific instrument's exposure. For trade receivables that are not individually significant, impairment is assessed on a portfolio basis, utilizing historical loss experiences on similarly aged portfolios.

The criteria that the Group uses to determine whether there is objective evidence of an impairment loss include:

• significant financial difficulty of the issuer or obligor;

• a breach of contract, such as default or delinquency with respect to interest or principal repayment; or

• observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio.

(b)    Non-financial assets

The carrying amounts of the Group's non-financial assets, including goodwill and indefinite life intangible assets, are reviewed at least annually to determine whether there is any indication of impairment. If any such indicators exist then the asset's or CGU's recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, recoverable amounts are estimated at least annually and whenever there is an indication that they may be impaired.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. A CGU is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognized in the statement of comprehensive income as a component of profit or loss. Impairment losses recognized with respect to a segment are allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amount of the other non-financial assets in the CGU on a pro rata basis.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. In assessing the fair value less costs to sell for goodwill and certain trademarks, the forecasted future Adjusted EBITDA (as defined in note 5) to be generated by the asset or segment being assessed is multiplied by a relevant market indexed multiple ("earnings multiple"). The fair value less cost to sell of the Reynolds® and Hefty® trademarks is first evaluated at the trademark level using the relief from royalty method. If no indication of impairment is identified, no further measurement is required. If the relief from royalty method indicates a possible impairment, the trade name is tested at the branded CGU level. Fair value at the branded CGU level would be determined based on estimated future cash flows that are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU.

Indefinite life intangible assets other than goodwill and the Reynolds® and Hefty® trademarks discussed above consist primarily of the Graham Packaging trademark and permits associated with various production plants. The fair value less cost to sell for other indefinite life intangible assets are evaluated at the applicable CGU level.

With respect to assets other than goodwill, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's revised carrying amount will not exceed the net carrying amount that would have been determined if no impairment loss had been recognized.

3.10    Assets and liabilities classified as held for sale and discontinued operations

(a)    Assets and liabilities classified as held for sale

Assets (or disposal groups comprised of assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. They are stated at the lower of carrying amount and fair value less costs to sell. Upon reclassification the Group ceases to depreciate or amortize non-current assets classified as held for sale. Impairment losses on initial classification of an asset to being held for sale and subsequent gains or losses on remeasurement are recognized in the statement of comprehensive income as a component of profit or loss. Gains are not recognized in excess of any prior cumulative impairment losses.

(b)    Discontinued operations

A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operation that has been disposed of or is held for sale, or is a subsidiary or business acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is revised as if the operation had been discontinued from the start of the earliest comparative period.

3.11    Employee benefits

(a)    Pension obligations

The Group operates various defined contribution and defined benefit plans.

(i)    Defined contribution plans

A defined contribution plan is a plan under which the employee and the Group pay fixed contributions to a separate entity. The Group has no legal or constructive obligation to pay further contributions in relation to an employee's service in the current and prior years. The Group's contributions are recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(ii)    Defined benefit plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on factors such as age, years of service and compensation.

The Group's net obligation with respect to defined benefit plans is calculated separately for each plan by estimating the amount of the future benefits that employees have earned in return for their service in the current and prior years. These benefits are then discounted to determine the present value of the Group's obligations. The discount rate used is the yield on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have maturity dates approximating the terms of the Group's obligations. The Group's net obligation is then determined with reference to the fair value of the plan assets (if any). The calculations are performed by qualified actuaries using the projected unit credit method.

Remeasurements of the net defined benefit liability, which include actuarial gains and losses and the return on plan assets (excluding calculated interest) are recognized in the period of remeasurement in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the beginning net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other plan expenses are recognized in profit or loss.

Past service costs are recognized as an expense in profit or loss at the earlier of the plan amendment or curtailment, or when the related restructuring or termination benefits are recognized.

The Group also participates in a limited number of multi-employer pension plans. To the extent that sufficient information is not available to use defined benefit plan accounting, the Group accounts for its participation in the multi-employer plan as if it were a defined contribution plan.

(b)    Short-term employee benefits

Short-term employee benefits are measured on an undiscounted basis and are expensed in the statement of comprehensive income as a component of profit or loss as the related services are provided. A provision is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans and outstanding annual leave balances if the Group has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee and the obligation can be estimated reliably.

(c)    Post-employment medical plans

In certain jurisdictions the Group sponsors a number of defined benefit medical plans for certain existing employees and retirees. Typically these plans are unfunded and define a level of medical care that the individual will receive.

The Group's net obligation is calculated separately for each plan by estimating the current and future use of these services by eligible employees and the current and expected future medical costs associated with such services, which are discounted to determine their present value. The discount rate used is the yield on bonds that are denominated in the currency and jurisdiction in which the benefits will be paid and that have maturity dates approximating the terms of the Group's obligations. The calculations are performed by qualified actuaries using the projected unit credit method with the use of mortality tables published by government agencies.

Past service costs are recognized in the statement of comprehensive income as a component of profit or loss in the current year.

(d)    Termination benefits

Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date. Termination benefits for voluntary redundancies are recognized if the Group has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted and the number of acceptances can be estimated reliably.

3.12    Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic resources will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision for the passage of time is recognized in financial expenses in the statement of comprehensive income as a component of profit or loss.

(a)    Legal

The Group is subject to litigation in the ordinary course of operations. Provisions for legal claims are recognized when estimated costs associated with settling current legal proceedings are considered probable. Provisions may include estimated legal and other fees associated with settling these claims.

(b)    Restructuring

A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been publicly announced. Business closure and rationalization provisions can include such items as employee severance or termination pay, site closure costs and onerous leases. No provision is made for future operating costs.

(c)    Asset retirement obligations

A provision for decommissioning costs is recognized when the Group has an obligation to fulfill certain requirements upon the disposal of particular assets.

3.13    Self-insured employee obligations

(a)    Self-insured employee workers' compensation

The Group is self-insured with respect to its workers' compensation obligations in the United States. As a component of its self-insured status the Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for companies of similar size. As of December 31, 2017, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities (based on the Group's historical claims) relating to these claims are included in provisions.

(b)    Self-insured employee health insurance

The Group is self-insured for certain employee health insurance. The Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for companies of similar size. As of December 31, 2017, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities (based on the Group's historical claims) relating to these claims are included in employee benefits.

3.14    Equity

(a)    Share capital

Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

(b)    Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations from their functional currencies to the Group's presentation currency.

(c)    Other reserves

The other reserves comprise balances resulting from transactions between entities under common control and remeasurement gains and losses arising on defined benefit plans.

In accordance with the Group's accounting policy for transactions between entities under common control (refer to note 3.1(c)), the Group has recognized in other reserves the difference between the total consideration paid for the businesses acquired and the book value of the share capital of the parent companies acquired for the transactions which occurred on November 5, 2009, May 4, 2010 and September 1, 2010.

3.15    Revenue

Revenue consists primarily of the sale of goods and is measured at the fair value of the consideration received or receivable net of returns and allowances, trade discounts, volume rebates and other customer incentives. Revenue is recognized when the significant risks and rewards of ownership have been substantially transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.

Transfers of risks and rewards of ownership vary depending on the individual terms of the contract of sale and occur either upon shipment of the goods or upon receipt of the goods and/or their installation at a customer location.

3.16    Financial income and expenses

Financial income is comprised of interest income, foreign currency gains and gains on derivative financial instruments in respect of financing activities that are recognized in the statement of comprehensive income as a component of profit or loss. Interest income is recognized as it accrues using the effective interest method.

Financial expenses are comprised of interest expense, amortization of capitalized transaction costs, foreign currency losses, losses on early extinguishment of debt, borrowing costs not qualifying for capitalization and losses on derivative financial instruments with respect to financing activities that are recognized in the statement of comprehensive income as a component of profit or loss.

3.17    Income tax

Income tax expense is comprised of current and deferred tax. Income tax expense is recognized in the statement of comprehensive income as a component of profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case it is recognized with the associated items on a net basis.

Current tax is the expected tax payable (refundable) on the taxable income for the year using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable (refundable) with respect to previous years.

Deferred tax is recognized using the balance sheet method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future and the Group is in a position to control the timing of the reversal of the temporary differences. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date.

Deferred tax assets are recognized when the Group considers it more likely than not that the deferred tax asset will be recoverable. In determining if a deferred tax asset is recoverable, the Group considers the adequacy of future taxable income, including the reversal of taxable temporary differences, forecasted earnings, and available tax planning strategies. The recoverability of deferred tax assets is reviewed at each reporting date.

Deferred income tax assets and liabilities of the same taxing jurisdiction are netted in the consolidated statement of financial position only to the extent that there is a legally enforceable right to offset current tax assets and current tax liabilities, the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxing authority and are expected to be settled on a net basis or realized simultaneously.

For subsidiaries in which the earnings are not considered to be permanently reinvested, the additional tax consequences of future dividend distributions are provided for in the consolidated statement of financial position.

3.18    Sales tax, value added tax and goods and services tax

All amounts (including cash flows) are shown exclusive of sales tax, value added tax ("VAT") and goods and services tax ("GST") to the extent the taxes are reclaimable, except for receivables and payables that are stated inclusive of sales tax, VAT and GST.

3.19    New and revised accounting standards and interpretations

(a)Interpretations and amendments to existing standards effective in 2017

In January 2016, the IASB issued an amendment to IAS 7, “Statement of Cash Flows” (“IAS 7”). The amendment clarifies that entities shall provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendment to IAS 7 is effective for annual periods beginning on or after January 1, 2017. The Group has evaluated the disclosure requirements of the amendment and has provided additional disclosures in note 16.

There have been no other interpretations or amendments to existing standards effective in 2017 that have an impact on the Group's financial statements.

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

The following standards and amendments to existing standards are not yet effective for the year ended December 31, 2017, and have not been applied in preparing these consolidated financial statements:

In June 2017, the IASB issued IFRIC Interpretation 23, “Uncertainty over Income Tax Treatments.” IFRIC 23 is to be applied while performing the determination of taxable profit or loss, tax bases, unused tax losses, unused tax credits and tax rates when there is uncertainty over income tax treatments under IAS 12. According to IFRIC 23, companies need to determine the probability of the relevant tax authority accepting each tax treatment, or group of tax treatments, that the companies have used or plan to use in their income tax filing which has to be considered to compute the most likely amount or the expected value of the tax treatment when determining taxable profit or loss, tax bases, unused tax losses, unused tax credits and tax rates. The interpretation is effective for annual periods beginning on or after January 1, 2019, although early adoption is permitted. The adoption of this interpretation is not expected to have a material impact on the Group's consolidated financial statements.

In January 2016, the IASB issued IFRS 16 “Leases.” The new standard supersedes IAS 17 "Leases" and related interpretations, and its objective is to ensure that lessees and lessors provide relevant information in a manner that faithfully represents those transactions. IFRS 16 introduces a single lessee accounting model whereby a lessee is required to record a right-to-use asset for all leases with a term that is greater than 12 months, unless the underlying asset is of low value, and a lease liability, and the subsequent amortization of the right-to-use asset over the lease term. As IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17, a lessor will continue to classify its leases as operating leases or finance leases and to account for those two types of leases differently. IFRS 16 is effective from January 1, 2019, with early adoption allowed only if IFRS 15 "Revenue from Contracts with Customers" is also adopted. The Group is currently assessing the impact of adopting IFRS 16.

In July 2014, the IASB issued the final version of IFRS 9 “Financial Instruments.” IFRS 9 replaces the guidance in International Accounting Standard ("IAS") 39 “Financial Instruments: Recognition and Measurement” and contains revised requirements in relation to the classification, measurement and presentation of financial instruments, including derivatives. It also includes guidance on hedge accounting and impairment testing of financial instruments. IFRS 9 will be effective for periods beginning on or after January 1, 2018. The adoption of this new standard is not expected to have a material impact on the Group's financial statements.

In May 2014, the IASB issued IFRS 15 “Revenue from Contracts with Customers.” IFRS 15 contains a revised revenue recognition framework. The effective date of the new standard is January 1, 2018. The Group is completing its evaluation of the impact of this new standard, particularly with respect to revenue streams for customer specific goods. The impact of the adoption of IFRS 15 will not have a material impact on the Group’s financial statements. The Group will adopt IFRS 15 under the modified retrospective transition method, with no change to the comparative financial information. The cumulative impact of the transition adjustment will be recognized in the statement of financial position as of January 1, 2018. Under this transition method, the Group will provide supplemental additional disclosure to highlight the impact of IFRS 15. The Group is continuing to evaluate the new disclosure requirements contained in IFRS 15.

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Critical accounting estimates and assumptions

12 Months Ended

Dec. 31, 2017

Disclosure of accounting judgements and estimates [Abstract]

Critical accounting estimates and assumptions

Critical accounting estimates and assumptions

In the process of applying the Group's accounting policies management has made certain estimates and assumptions about the carrying amounts of assets and liabilities, income and expenses and the disclosure of contingent assets and liabilities. The key assumptions concerning the future and other key sources of uncertainty with respect to estimates at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial reporting period are:

4.1Impairment of assets

(a)    Goodwill and indefinite life intangible assets

Determining whether goodwill is impaired requires estimation of the recoverable values of a segment, which is the lowest level within the Group at which goodwill is monitored for internal management purposes. Determining whether indefinite life intangible assets are impaired requires estimation of the recoverable values of a CGU or group of CGUs to which these assets have been allocated. Recoverable values have been based on the higher of fair value less costs to sell and value in use (as appropriate for the asset being reviewed). Significant judgment is involved with estimating the fair value of a segment. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the segment and a suitable discount rate in order to calculate present value. Details regarding the carrying amount of goodwill and indefinite life intangible assets and the assumptions used in impairment testing are provided in note 14.

(b)    Other assets

Other assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A change in the Group's intended use of certain assets, such as a decision to rationalize manufacturing locations, may trigger a future impairment.

4.2Income taxes

Determining the Group's worldwide income tax provision and income tax liability requires significant judgment and the use of accounting estimates and assumptions, some of which are highly uncertain. Each taxing jurisdiction's laws are complex and subject to differing interpretations by the taxpayer and the respective taxing authorities. Significant judgment is required in evaluating the Group's tax positions, including evaluating uncertainties. To the extent actual results differ from these estimates in future periods and depending on the tax strategies that the Group may implement, the Group's financial position may be directly affected.

4.3Realization of deferred tax assets

Deferred tax assets represent deductions available to reduce taxable income in future years. The Group evaluates the recoverability of deferred tax assets by assessing the adequacy of future taxable income, including reversal of taxable temporary differences, forecasted earnings and available tax planning strategies. The forecasts of future taxable income rely heavily on the use of estimates. The Group recognizes deferred tax assets when the Group considers it more likely than not that the deferred tax asset will be recoverable. Refer to note 10.2 regarding provisionally determined amounts as a result of the recent changes in U.S. federal tax legislation.

4.4Measurement of obligations under defined benefit plans

The Group operates a number of defined benefit pension plans. Amounts recognized under these plans are determined using actuarial methods. These actuarial valuations involve assumptions regarding discount rates, expected salary increases and life expectancy. These assumptions are reviewed at least annually and reflect estimates as of the measurement date.

Any change in these assumptions will impact the amounts reported in the statements of financial position, as well as net pension expense or income that may be recognized in future years.

4.5Promotional and trade allowances

In arriving at net sales, the Group estimates the amount of deductions from sales that are likely to be earned or taken by customers in conjunction with incentive programs or the amount of consumer incentives to be utilized. These incentives include volume rebates and early payment discounts for consumer programs. In addition, in certain of its businesses, the Group pays slotting fees and participates in customer pricing programs that provide price discounts to the ultimate end-users of its products in the form of redeemable coupons. Estimates for each of these programs are based on historical and current market trends which are affected by the business seasonality and competitiveness of promotional programs being offered. Estimates are reviewed quarterly for possible revisions.

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Segment reporting

12 Months Ended

Dec. 31, 2017

Operating Segments [Abstract]

Segment reporting

Segment reporting

The Group’s reportable business segments are as follows:

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

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

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

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

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

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

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

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

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

The SIG segment is presented as a discontinued operation. SIG is a manufacturer of aseptic carton packaging systems for both beverage and liquid food products. SIG has a global customer base with a significant presence in Europe. Refer to note 7 for additional information.

Business segment reporting

	For the year ended December 31, 2017
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Total external revenue	2,807		3,237		2,147		1,448		885		—		10,524
Total inter-segment revenue	152		492		—		114		16		(774	)	—
Total segment revenue	2,959		3,729		2,147		1,562		901		(774	)	10,524
Gross profit	853		721		323		276		155		(6	)	2,322
Expenses and other income	(283	)	(319	)	(188	)	(79	)	(103	)	(128	)	(1,100	)
Earnings before interest and tax (“EBIT”) from continuing operations	570		402		135		197		52		(134	)	1,222
Financial income													49
Financial expenses													(750	)
Profit (loss) from continuing operations before income tax													521
Income tax (expense) benefit													(81	)
Profit (loss) from continuing operations													440
Earnings before interest and tax (“EBIT”) from continuing operations	570		402		135		197		52		(134	)	1,222
Depreciation and amortization from continuing operations	86		205		257		59		66		1		674
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	656		607		392		256		118		(133	)	1,896

	For the year ended December 31, 2017
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice	Graham Packaging		Evergreen	Closures	Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	656		607	392		256	118	(133	)	1,896
Included in EBITDA:
Asset impairment charges, net of reversals	—		36	7		—	2	—		45
(Gain) loss on sale or disposal of businesses and non-current assets	—		11	(6	)	—	6	(1	)	10
Non-cash pension expense, net of settlement gain	—		—	—		—	—	58		58
Operational process engineering-related consultancy costs	3		12	—		—	—	—		15
Related party management fee	—		—	—		—	—	31		31
Restructuring costs, net of reversals	5		8	4		2	4	—		23
Other	(4	)	3	—		—	1	—		—
Adjusted EBITDA from continuing operations	660		677	397		258	131	(45	)	2,078
Segment assets (excluding intercompany balances)	4,122		4,743	4,430		1,163	1,147	1,077		16,682
Included in segment assets are:
Additions to property, plant and equipment	55		104	136		63	31	3		392
Additions to intangible assets	2		2	4		3	—	1		12
Segment liabilities (excluding intercompany balances)	596		881	814		386	255	12,098		15,030

	For the year ended December 31, 2016
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Total external revenue	2,790		3,254		2,223		1,467		912		—		10,646
Total inter-segment revenue	146		494		—		113		16		(769	)	—
Total segment revenue	2,936		3,748		2,223		1,580		928		(769	)	10,646
Gross profit	873		691		335		315		173		—		2,387
Expenses and other income	(307	)	(333	)	(202	)	(88	)	(108	)	(204	)	(1,242	)
Earnings before interest and tax (“EBIT”) from continuing operations	566		358		133		227		65		(204	)	1,145
Financial income													169
Financial expenses													(1,042	)
Profit (loss) from continuing operations before income tax													272
Income tax (expense) benefit													(105	)
Profit (loss) from continuing operations													167
Earnings before interest and tax (“EBIT”) from continuing operations	566		358		133		227		65		(204	)	1,145
Depreciation and amortization from continuing operations	92		223		269		57		65		1		707
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	658		581		402		284		130		(203	)	1,852

	For the year ended December 31, 2016
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	658		581		402		284		130		(203	)	1,852
Included in EBITDA:
Asset impairment charges, net of reversals	—		28		11		—		6		—		45
Non-cash change in multi-employer pension plan withdrawal liability	—		(1	)	—		(10	)	—		—		(11	)
Non-cash pension expense, net of settlement gain	—		—		—		—		—		124		124
Operational process engineering-related consultancy costs	—		21		—		—		—		—		21
Related party management fee	—		—		—		—		—		40		40
Restructuring costs, net of reversals	—		31		12		1		5		—		49
Unrealized (gain) loss on derivatives	(8	)	(7	)	—		(3	)	(2	)	—		(20	)
Other	—		9		(4	)	(2	)	(1	)	1		3
Adjusted EBITDA from continuing operations	650		662		421		270		138		(38	)	2,103
Segment assets (excluding intercompany balances)	4,047		4,797		4,489		1,130		1,195		1,296		16,954
Included in segment assets are:
Additions to property, plant and equipment	43		85		109		73		28		2		340
Additions to intangible assets	1		—		2		1		—		—		4
Segment liabilities (excluding intercompany balances)	808		1,215		1,028		411		254		12,281		15,997

	For the year ended December 31, 2015
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Total external revenue	2,796		3,414		2,447		1,553		968		—		11,178
Total inter-segment revenue	173		544		—		100		14		(831	)	—
Total segment revenue	2,969		3,958		2,447		1,653		982		(831	)	11,178
Gross profit	743		620		364		310		164		(1	)	2,200
Expenses and other income	(237	)	(177	)	(207	)	(79	)	(92	)	(162	)	(954	)
Earnings before interest and tax (“EBIT”) from continuing operations	506		443		157		231		72		(163	)	1,246
Financial income													22
Financial expenses													(1,562	)
Profit (loss) from continuing operations before income tax													(294	)
Income tax (expense) benefit													(60	)
Profit (loss) from continuing operations													(354	)
Earnings before interest and tax (“EBIT”) from continuing operations	506		443		157		231		72		(163	)	1,246
Depreciation and amortization from continuing operations	96		211		282		57		68		—		714
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	602		654		439		288		140		(163	)	1,960

	For the year ended December 31, 2015
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	602		654		439		288		140		(163	)	1,960
Included in EBITDA:
Asset impairment charges, net of reversals	—		6		7		—		4		—		17
Non-cash pension expense	—		—		—		—		—		65		65
Operational process engineering-related consultancy costs	—		18		—		—		—		—		18
Related party management fee	—		—		—		—		—		59		59
Restructuring costs, net of reversals	—		1		1		—		7		—		9
Unrealized (gain) loss on derivatives	(21	)	(77	)	(1	)	(3	)	(4	)	—		(106	)
Other	—		—		(1	)	(3	)	—		1		(3	)
Adjusted EBITDA from continuing operations	581		602		445		282		147		(38	)	2,019

Information about geographic area

The Group's revenue from external customers from continuing operations and information about its segment assets (total non-current assets excluding financial instruments, non-current receivables and deferred tax assets) by geographic origin are detailed below. In presenting information on a geographic basis, revenue and assets have been reported based on the location of the business operations.

(In $ million)	United States	Remaining North American Region	Asia	Europe	South America	Other	Total
Total external revenue
For the year ended December 31, 2017	8,962	632	449	319	152	10	10,524
For the year ended December 31, 2016	9,006	620	462	383	164	11	10,646
For the year ended December 31, 2015	9,376	686	480	423	196	17	11,178
Non-current assets
As of December 31, 2017	11,861	279	179	213	79	74	12,685
As of December 31, 2016	12,102	272	231	288	92	20	13,005

There was no revenue from external customers in New Zealand, where the Company is domiciled, for any years presented. There were $49 million in non-current assets in New Zealand as of December 31, 2017 (2016: none).

Information about major customers

The Group had revenue from transactions with a single external customer amounting to 10% or more of the Group's revenue. The revenue attributable to this customer during the years ended December 31, 2017 and 2016 was $1,163 million and $1,104 million, respectively, and is reported in the Reynolds Consumer Products segment. The Group did not have revenue from transactions with a single external customer amounting to 10% or more of the Group's revenue during the year ended December 31, 2015.

Information about major product lines

Supplemental information on net sales by major product line for continuing operations is set forth below:

	For the year ended December 31,
(In $ million)	2017		2016		2015
Foodservice packaging	3,729		3,748		3,958
Food and beverage plastic containers	1,487		1,541		1,704
Waste and storage products	1,157		1,166		1,205
Cooking products	1,071		1,060		1,060
Caps and closures	901		928		982
Carton packaging	774		809		835
Non-food plastic containers	660		682		743
Tableware	731		710		704
Liquid packaging board	453		414		443
Paper products	335		357		375
Inter-segment eliminations	(774	)	(769	)	(831	)
Total revenue	10,524		10,646		11,178

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Net other income (expenses)

12 Months Ended

Dec. 31, 2017

Disclosure of other operating income (expense) [Abstract]

Net other income (expenses)

Net other income (expenses)

	For the year ended December 31,
(In $ million)	2017		2016		2015
Asset impairment charges, net of reversals	(45	)	(45	)	(17	)
Gain (loss) on sale or disposal of businesses and non-current assets	(11	)	(4	)	3
Net foreign currency exchange gains (losses)	(2	)	(10	)	12
Related party management fee (refer to note 21)	(31	)	(40	)	(59	)
Unrealized gain (loss) on derivatives (refer to note 20)	—		18		114
Other	11		9		—
Net other income (expenses)	(78	)	(72	)	53

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Discontinued operations and assets and liabilities held for sale

12 Months Ended

Dec. 31, 2017

Disclosure of non-current assets held for sale and discontinued operations [Abstract]

Discontinued operations and assets and liabilities held for sale

Discontinued operations and assets and liabilities held for sale

On March 13, 2015, the sale of the SIG segment to Onex Corporation was finalized. Net proceeds of $4,149 million were received, including the settlement of final closing adjustments. In November 2016, an additional amount of €150 million was paid by Onex Corporation based on the financial performance of SIG during fiscal year 2015. In June 2017, an additional amount of €10 million was paid by Onex Corporation based on the financial performance of SIG during fiscal year 2016. All eligible earn-out proceeds have now been collected.

Based on the sale proceeds, the related book values of the net assets disposed of and the effect of the reclassification of foreign exchange, the pre-tax gain on sale of SIG was $2,903 millionfor the year ended December 31, 2015 as detailed below:

(In $ million)	For the year ended December 31, 2015
Cash proceeds received	4,233
Disposal costs	(5	)
Net proceeds received	4,228
Contingent consideration receivable	169
Indemnification reserve	(12	)
Details of net assets disposed of:
Cash and cash equivalents, net of bank overdrafts	84
Trade and other receivables, net	204
Current tax assets	3
Inventories	191
Deferred tax assets	33
Property, plant and equipment	795
Intangible assets	982
Investment in associates and joint ventures	112
Other current and non-current assets	177
Trade and other payables	(278	)
Current tax liabilities	(52	)
Deferred tax liabilities	(61	)
Provisions and employee benefits	(192	)
Other current and non-current liabilities	(64	)
Net assets disposed of	1,934
Gain on sale before reclassification of foreign currency translation reserve	2,451
Reclassification of foreign currency translation reserve	452
Gain on remeasurement or disposal	2,903

The results of SIG have been presented as discontinued operations for all years presented. The results and cash flows of the discontinued operations are detailed below:

	For the year ended December 31,
(In $ million)	2017		2016		2015
Results of discontinued operations
Revenue	—		—		334
Expenses	—		—		(507	)
Profit (loss) before income tax	—		—		(173	)
Income tax expense	—		—		(6	)
Profit (loss) from discontinued operations prior to gain on disposal	—		—		(179	)
Gain (loss) on remeasurement or disposal	(1	)	(6	)	2,903
Tax expense on disposal	—		—		(52	)
Gain (loss) on remeasurement or disposal, net of tax	(1	)	(6	)	2,851
Profit (loss) from discontinued operations	(1	)	(6	)	2,672
Cash flows from (used in) discontinued operations
Net cash from (used in) operating activities	—		(7	)	(16	)
Net cash used in investing activities	—		—		(27	)
Net cash used in financing activities	—		—		—
Net cash from (used in) discontinued operations	—		(7	)	(43	)

Assets held for sale, and liabilities directly associated with assets held for sale, as of December 31, 2017 include amounts associated with certain of Graham Packaging's and Closures' operations in Asia and Pactiv Foodservice's minor operations in Spain and the UK.

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Personnel expenses

12 Months Ended

Dec. 31, 2017

Analysis of income and expense [abstract]

Personnel expenses

Personnel expenses

Personnel expenses recognized in continuing operations in the statements of comprehensive income were $2,058 million for the year ended December 31, 2017 (2016: $2,122 million; 2015: $2,061 million). Personnel expenses include salaries, wages, employee related taxes, short-term employee benefits, pension benefits (including plans assumed), post-employment medical benefits, other long-term employee benefits and non-cash pension expense related to the exit from a multi-employer pension plan. For additional details related to the post-employment benefit plans, refer to note 17.

There were no personnel expenses recognized in discontinued operations in the statements of comprehensive income for the years ended December 31, 2017 and 2016 (2015: $68 million).

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Financial income and expenses

12 Months Ended

Dec. 31, 2017

Analysis of income and expense [abstract]

Financial income and expenses

Financial income and expenses

	For the year ended December 31,
(In $ million)	2017		2016		2015
Interest income	3		5		3
Interest income on related party loans (refer to note 21)	17		17		19
Net gain in fair value of derivatives	29		134		—
Net foreign currency exchange gain	—		13		—
Financial income	49		169		22
Interest expense:
Securitization Facility	(13	)	(9	)	(8	)
Credit Agreement	(146	)	(119	)	(110	)
Reynolds Notes:
7.125% Senior Secured Notes due 2019	—		(26	)	(57	)
7.875% Senior Secured Notes due 2019	—		(27	)	(64	)
5.750% Senior Secured Notes due 2020	(186	)	(186	)	(186	)
6.875% Senior Secured Notes due 2021	(44	)	(65	)	(69	)
Floating Rate Senior Secured Notes due 2021	(35	)	(16	)	—
5.125% Senior Secured Notes due 2023	(82	)	(41	)	—
8.500% Senior Notes due 2018	—		(28	)	(63	)
9.000% Senior Notes due 2019	—		(28	)	(73	)
9.875% Senior Notes due 2019	—		(83	)	(147	)
8.250% Senior Notes due 2021	(4	)	(75	)	(82	)
7.000% Senior Notes due 2024	(56	)	(29	)	—
2013 Notes:
5.625% Senior Notes due 2016	—		(30	)	(36	)
6.000% Senior Subordinated Notes due 2017	—		(18	)	(35	)
Pactiv Notes:
8.125% Debentures due 2017	(11	)	(24	)	(24	)
6.400% Notes due 2018	(1	)	(1	)	(1	)
7.950% Debentures due 2025	(22	)	(22	)	(22	)
8.375% Debentures due 2027	(17	)	(17	)	(17	)
Amortization of:
Transaction costs	(17	)	(28	)	(33	)
Fair value adjustment of acquired notes	1		2		2
Embedded derivatives	7		8		9
Net loss in fair value of derivatives	—		—		(198	)
Net foreign currency exchange loss	(44	)	—		(32	)
Loss on extinguishment of debt(a)(b)(c)	(67	)	(168	)	(305	)
Other	(13	)	(12	)	(11	)
Financial expenses	(750	)	(1,042	)	(1,562	)
Net financial expenses	(701	)	(873	)	(1,540	)

(a) The 2017 loss on extinguishment of debt included $56 million related to the write-off of unamortized transaction costs and embedded derivatives arising from the repurchase of the 8.250% Senior Notes, the Credit Agreement refinancing and the 2017 Securitization Facility refinancing as well as $11 million of redemption premiums related to the repurchase of the 8.250% Senior Notes and 5.750% Senior Secured Notes due 2020.

(b) The 2016 loss on extinguishment of debt included $125 million of redemption premiums and tender fees related to the repurchase of certain senior secured notes and senior notes using the proceeds from the issuance of the 5.125% Senior Secured Notes due 2023, the Floating Rate Senior Secured Notes due 2021 and the 7.000% Senior Notes due 2024, available cash and additional borrowings under the previous Securitization Facility. Also included is $43 million related to the write-off of unamortized transaction costs and embedded derivatives arising from the repurchase of these notes.

(c) The 2015 loss on extinguishment of debt included $296 million related to the write-off of unamortized transaction costs, embedded derivatives, repayment premiums and transaction costs arising from the repayment of certain amounts of senior secured notes and senior notes using the proceeds from the sale of SIG as well as the credit agreement amendment. Also included is the fair value adjustment on the 7.125% Senior Secured Notes due 2019 which included an $8 million redemption premium and $1 million of accelerated amortization of transaction costs.

Refer to note 16 for information on the Group's borrowings.

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Income tax

12 Months Ended

Dec. 31, 2017

Income Taxes [Abstract]

Income tax

Income tax

	For the year ended December 31,
(In $ million)	2017		2016		2015
Current tax (expense) benefit
Current year	(201	)	(123	)	(89	)
Adjustments for prior years	2		(1	)	—
	(199	)	(124	)	(89	)
Deferred tax (expense) benefit
Origination and reversal of temporary differences	100		16		23
Recognition of previously unrecognized tax losses and temporary differences	24		—		10
Adjustments for prior years	(6	)	3		(4	)
	118		19		29
Income tax (expense) benefit	(81	)	(105	)	(60	)

In addition to the above amounts, the Group has recognized tax expense of $25 million directly in other comprehensive income for the year ended December 31, 2017 (2016: $45 million tax expense; 2015: $99 million tax expense).

10.1    Reconciliation of income tax expense

	For the year ended December 31,
(In $ million)	2017		2016		2015
Profit (loss) from continuing operations before income tax	521		272		(294	)
Income tax using the New Zealand tax rate of 28%	(146	)	(76	)	83
Effect of tax rates in foreign jurisdictions	(57	)	(21	)	(3	)
Non-deductible expenses and permanent differences	(30	)	(14	)	(25	)
Tax exempt income and income at a reduced tax rate	9		2		3
Currency translation (gain) loss	25		11		(14	)
Domestic manufacturing deduction	13		13		—
Withholding tax	(10	)	(5	)	(6	)
Deemed mandatory repatriation	(5	)	—		—
Tax rate modifications	339		—		—
Write-off of previously recognized deferred tax assets	(228	)	—		(31	)
Recognition of deferred tax asset for previously unrecognized tax losses	24		—		8
Change in unrecognized tax losses and temporary differences	(21	)	(15	)	(66	)
Tax on unremitted earnings	9		(1	)	(7	)
Over (under) provided in prior periods	(4	)	2		(4	)
Other	1		(1	)	2
Total income tax (expense) benefit	(81	)	(105	)	(60	)

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

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the "Act"). In general, the Act (i) reduces the U.S. federal tax rate from a maximum of 35% to a flat rate of 21%, effective January 1, 2018; (ii) introduces amendments restricting the Group’s ability to utilize the benefit of previously disallowed interest expense; (iii) imposes a deemed mandatory repatriation tax on certain deferred foreign earnings of the Group while introducing a participation exemption tax system; and (iv) on a prospective basis, starting with the year ending December 31, 2018, changes the computation of the Group’s U.S. federal income tax, including the introduction of new components of income tax which may apply to the Group.

As of December 31, 2017, the Group has recognized provisional tax impacts based on reasonable estimates. The ultimate tax impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretation and assumptions made by the Group, additional regulatory guidance that may be issued and actions taken by the Group as a result of the Act. These reasonable estimates are incorporated in the (i) remeasurement of deferred taxes from a tax rate of 35% to 21%; (ii) evaluation of whether the existing deferred tax asset associated with carried forward interest deductions continues to exist after December 31, 2017; and (iii) quantification of the transition tax associated with the introduction of the participation exemption tax system.

As detailed in note 10.1, the reduction in the U.S. federal tax rate from 35% to 21% has resulted in a tax benefit of $339 million that is recognized in the income statement for the year ended December 31, 2017. The reduction in the U.S. federal tax rate from 35% to 21% has also resulted in a tax benefit of $42 million for the year ended December 31, 2017 that has been recognized directly in equity. Further adjustments to these amounts may be required as the interaction between the Act and U.S. state income tax legislation is finalized.

As of December 31, 2016, the Group had recognized a deferred tax asset of $562 million in respect of the expected future benefit from carried forward interest deductions. The Group has provisionally determined that it is more likely than not that the benefit will continue to be available under the Act. However, as the Act introduces new restrictions on the ability to claim interest deductions, the Group has provisionally determined that the future benefit that is probable of recovery is significantly less than the previously recognized deferred tax asset. This has resulted in a provisionally determined tax expense of $228 million for the year ended December 31, 2017, which reflects the Group’s current interpretations as to how future adjusted taxable income will be computed, and the overall estimated impact of the Act on projections of taxable income.

As detailed in note 10.1, the Group has recognized tax expense of $5 million for the estimated liability arising from the deemed mandatory repatriation of earnings associated with the introduction of a participation exemption tax system. This estimated amount includes provisional interpretations as to how foreign earnings and profits should be measured on an interim basis.

10.3    Current tax assets and liabilities

Current tax assets of $14 million as of December 31, 2017 (2016: $21 million) represent the amount of income taxes recoverable with respect to current and prior years and arise from the payment of tax in excess of the amounts due to the relevant tax authorities. Current tax liabilities of $44 million as of December 31, 2017 (2016: $46 million) represent the amount of income taxes payable with respect to current and prior years.

10.4    Movement in recognized deferred tax assets and liabilities

(In $ million)	Derivatives		Property, plant and equipment		Intangible assets		Employee benefits		Tax loss carry-forwards		Interest		Other items		Net deferred tax assets (liabilities)
Balance as of January 1, 2016	(33	)	(583	)	(1,763	)	490		110		501		230		(1,048	)
Recognized in profit or loss	(66	)	26		46		47		(13	)	61		(82	)	19
Recognized in equity	—		—		—		(43	)	—		—		(2	)	(45	)
Other	—		1		6		(2	)	—		—		(5	)	—
Balance as of December 31, 2016	(99	)	(556	)	(1,711	)	492		97		562		141		(1,074	)
Recognized in profit or loss	26		197		612		(214	)	(12	)	(450	)	(41	)	118
Recognized in equity	—		—		—		(20	)	—		—		(5	)	(25	)
Other	—		(1	)	(3	)	—		—		—		3		(1	)
Balance as of December 31, 2017	(73	)	(360	)	(1,102	)	258		85		112		98		(982	)

	As of December 31,
(In $ million)	2017		2016
Included in the statement of financial position as:
Deferred tax assets - non-current	32		8
Deferred tax liabilities - non-current	(1,014	)	(1,082	)
Total recognized net deferred tax liabilities	(982	)	(1,074	)

10.5    Unrecognized deferred tax liabilities

To the extent that dividends are expected to be remitted from overseas subsidiaries, joint ventures and associates, and would result in additional income taxes payable, appropriate amounts have been provided for in the statements of financial position. No deferred tax liabilities have been provided for unremitted earnings of the Group's overseas subsidiaries when these amounts are considered permanently reinvested in the businesses of these subsidiaries. As of December 31, 2017, the unrecognized deferred tax liabilities associated with unremitted earnings totaled approximately $35 million.

10.6    Unrecognized deferred taxes

	As of December 31,
(In $ million)	2017	2016
Deductible (taxable) temporary differences	239	22
Tax losses	344	512
Total unrecognized deferred tax assets	583	534

The tax losses of the Group expire over different time intervals depending on local jurisdiction requirements. Certain deductible temporary differences do not expire under current tax legislation in the jurisdiction where the differences arose. Deferred tax assets have not been recognized with respect to these items because it is not probable that future taxable profit will be available against which the Group can utilize the benefit.

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Trade and other receivables, net

12 Months Ended

Dec. 31, 2017

Trade and other receivables [abstract]

Trade and other receivables, net

Trade and other receivables, net

	As of December 31,
(In $ million)	2017		2016
Trade receivables	1,067		976
Provision for impairment	(8	)	(13	)
Total trade receivables, net of provision for impairment	1,059		963
Related party receivables (refer to note 21)	8		10
Other receivables	69		78
Total current trade and other receivables, net	1,136		1,051
Related party receivables (refer to note 21)	329		330
Other receivables	23		22
Total non-current receivables	352		352

11.1    Aging of trade receivables, net of provision for impairment

	As of December 31,
(In $ million)	2017	2016
Current	954	887
Past due 1 to 30 days	73	58
Past due 31 to 60 days	13	5
Past due 61 to 90 days	8	6
Past due more than 90 days	11	7
Balance at the end of the year	1,059	963

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Inventories

12 Months Ended

Dec. 31, 2017

Inventories [Abstract]

Inventories

Inventories

	As of December 31,
(In $ million)	2017		2016
Raw materials and consumables	391		331
Work in progress	161		163
Finished goods	717		654
Engineering and maintenance materials	116		115
Provision against inventories	(15	)	(18	)
Total inventories	1,370		1,245

During the year ended December 31, 2017, the raw materials elements of inventories recognized in continuing operations in the statements of comprehensive income as a component of cost of sales totaled approximately $4.6 billion (2016: $4.6 billion; 2015: $5.3 billion).

During the year ended December 31, 2017, write-downs of inventories to net realizable value were $6 million (2016: $8 million; 2015: $12 million). Reversals of write-downs during 2017 were $3 million (2016: $2 million; 2015: $2 million). The inventory write-downs and reversals are included in cost of sales.

During the years ended December 31, 2017 and 2016, there were no raw materials elements of inventories recognized in discontinued operations in the statements of comprehensive income (2015: $0.2 billion).

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Property, plant and equipment

12 Months Ended

Dec. 31, 2017

Property, plant and equipment [abstract]

Property, plant and equipment

Property, plant and equipment

(In $ million)	Land		Buildings and improvements		Plant and equipment		Capital work in progress		Finance leased assets		Total
As of December 31, 2017
Cost	170		903		4,931		300		28		6,332
Accumulated depreciation	—		(431	)	(2,916	)	—		(12	)	(3,359	)
Accumulated impairment losses	—		—		(50	)	—		—		(50	)
Carrying amount as of December 31, 2017	170		472		1,965		300		16		2,923
As of December 31, 2016
Cost	168		888		4,862		226		28		6,172
Accumulated depreciation	—		(390	)	(2,712	)	—		(10	)	(3,112	)
Accumulated impairment losses	—		—		(50	)	—		—		(50	)
Carrying amount as of December 31, 2016	168		498		2,100		226		18		3,010
Carrying amount as of January 1, 2017	168		498		2,100		226		18		3,010
Additions	—		2		—		390		—		392
Capitalization of borrowing costs	—		—		—		3		—		3
Disposals	—		—		(10	)	—		—		(10	)
Depreciation for the year	—		(50	)	(367	)	—		(2	)	(419	)
Impairment losses, net of reversals	—		—		(9	)	(1	)	—		(10	)
Other transfers	(1	)	18		235		(320	)	—		(68	)
Effect of movements in exchange rates	3		4		16		2		—		25
Carrying amount as of December 31, 2017	170		472		1,965		300		16		2,923
Carrying amount as of January 1, 2016	171		538		2,269		186		20		3,184
Additions	—		—		—		340		—		340
Capitalization of borrowing costs	—		—		—		3		—		3
Disposals	—		(3	)	(3	)	—		—		(6	)
Depreciation for the year	—		(51	)	(392	)	—		(2	)	(445	)
Impairment losses, net of reversals	—		(5	)	(38	)	(1	)	—		(44	)
Other transfers	(1	)	24		273		(300	)	—		(4	)
Effect of movements in exchange rates	(2	)	(5	)	(9	)	(2	)	—		(18	)
Carrying amount as of December 31, 2016	168		498		2,100		226		18		3,010

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

	For the year ended December 31,
(In $ million)	2017	2016	2015
Cost of sales	411	436	452
General and administration expenses	8	9	11
Total depreciation expense	419	445	463

During the year ended December 31, 2017, the Group incurred $10 million of impairment losses, net of reversals (2016: $44 million; 2015: $17 million). The recognition and reversal of impairment charges is included in net other income (expenses) in the statements of comprehensive income as a component of profit or loss.

Refer to note 16 for details of security granted over property, plant and equipment and other assets.

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Intangible assets

12 Months Ended

Dec. 31, 2017

Intangible Assets [Abstract]

Intangible assets

Intangible assets

(In $ million)	Goodwill		Trademarks		Customer relationships		Technology & software		Other		Total
As of December 31, 2017
Cost	5,465		1,763		3,321		883		102		11,534
Accumulated amortization	—		(83	)	(1,189	)	(573	)	(24	)	(1,869	)
Accumulated impairment losses	—		—		—		—		(6	)	(6	)
Carrying amount as of December 31, 2017	5,465		1,680		2,132		310		72		9,659
As of December 31, 2016
Cost	5,431		1,763		3,357		878		103		11,532
Accumulated amortization	—		(79	)	(1,035	)	(493	)	(22	)	(1,629	)
Accumulated impairment losses	—		—		—		—		(1	)	(1	)
Carrying amount as of December 31, 2016	5,431		1,684		2,322		385		80		9,902
Carrying amount as of January 1, 2017	5,431		1,684		2,322		385		80		9,902
Additions	—		—		—		10		2		12
Disposals	(1	)	—		—		(4	)	—		(5	)
Amortization for the year	—		(4	)	(168	)	(80	)	(3	)	(255	)
Impairment losses	—		—		—		—		(5	)	(5	)
Transfers to assets held for sale	19		—		(42	)	—		(2	)	(25	)
Other transfers	—		—		—		(1	)	—		(1	)
Effect of movements in exchange rates	16		—		20		—		—		36
Carrying amount as of December 31, 2017	5,465		1,680		2,132		310		72		9,659
Carrying amount as of January 1, 2016	5,447		1,689		2,512		463		81		10,192
Additions	—		—		—		2		2		4
Disposals	(5	)	—		—		—		—		(5	)
Amortization for the year	—		(5	)	(174	)	(80	)	(3	)	(262	)
Impairment losses	(1	)	—		(1	)	—		—		(2	)
Effect of movements in exchange rates	(10	)	—		(15	)	—		—		(25	)
Carrying amount as of December 31, 2016	5,431		1,684		2,322		385		80		9,902

During the year ended December 31, 2017, goodwill disposed of is attributable to the disposal of certain Graham Packaging and Closures businesses.

During the year ended December 31, 2016, goodwill disposed of is attributable to the deconsolidation of a business that had a non-controlling interest. 

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

	For the year ended December 31,
(In $ million)	2017	2016	2015
Cost of sales	42	41	42
General and administration expenses	213	221	209
Total amortization expense	255	262	251

During the year ended December 31, 2015, the Group recognized an $18 million benefit from a cumulative adjustment to correct for amortization expense related to customer relationships that was recorded in error since January 2012 at Pactiv Foodservice.

Refer to note 16 for details of security granted over the Group's intangible assets.

14.1    Impairment testing for indefinite life intangible assets

Goodwill, certain trademarks and certain other intangible assets are the only intangibles with indefinite useful lives and therefore are not subject to amortization. Instead, they are tested for impairment at least annually (as of December 31) as well as whenever there is an indication that they may be impaired. Goodwill is tested at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management purposes. Indefinite life intangible assets are tested at a group of CGUs that supports the indefinite life intangible assets.

The aggregate carrying amounts of goodwill and indefinite life intangible assets allocated to each segment for purposes of impairment testing are as follows:

	As of December 31,
	2017			2016
(In $ million)	Goodwill	Trademarks	Other	Goodwill	Trademarks	Other
Reynolds Consumer Products	1,913	850	—	1,913	850	—
Pactiv Foodservice	1,697	526	59	1,689	526	63
Graham Packaging	1,412	251	—	1,410	251	—
Evergreen	67	34	—	67	34	—
Closures	376	—	—	352	—	—
Total	5,465	1,661	59	5,431	1,661	63

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell.

For goodwill and certain indefinite lived trademarks the estimated fair value has been determined at the segment level using the 2017 Adjusted EBITDA or forecasted 2018 Adjusted EBITDA expected to be generated multiplied by an earnings multiple. The key assumptions in developing the forecasted Adjusted EBITDA include management's assessment of future trends in the segment's industry and are based on both external and internal sources. The forecasted 2018 Adjusted EBITDA has been prepared by segment management using certain key assumptions including selling prices, sales volumes and costs of raw materials. The forecasted 2018 Adjusted EBITDA is subject to final review by the Group's Chief Operating Decision Maker. Earnings multiples reflect recent sale and purchase transactions and comparable company EBITDA trading multiples in the same industry. The earnings multiples applied for December 31, 2017 ranged between 7.5x and 10x. Costs to sell were estimated to be 1%-1.5% of the fair value of each segment depending on the magnitude of the fair value.

In connection with the goodwill impairment test, the Group determined that Graham Packaging's goodwill was not impaired, but the value of the segment exceeded its carrying amount of $3.4 billion by approximately 4% (2016: 5%). A change of approximately 2% in the forecasted EBITDA, forecasted cash flows, discount rate or the estimated earnings multiple for Graham Packaging could result in a goodwill impairment.

The estimated fair value less cost to sell of the Reynolds® and Hefty® trademarks is first evaluated at the trademark level using the relief from royalty method. The royalty rates were based on observed royalty rates in the market, arm's-length royalty agreements, profit split analysis and previous transactions. The royalty rates applied ranged between 1% and 7%. The growth rates used to estimate future revenues were based on past performance, external market growth assumptions and the Group's experience of growth rates achievable in the Group's key markets. The revenue growth rates applied ranged up to 5%. The discount rate of 8.3% was based on market factors and costs to sell were estimated to be 1.5% of the fair value of each asset.

During the year ended December 31, 2017, there was $4 million of impairment of indefinite life intangible assets and no impairment of goodwill (2016: $2 million; 2015: none). It is reasonably possible that within the next 12 months, the Group could recognize goodwill or indefinite life intangible assets impairment charges in Graham Packaging if there are declines in profitability due to changes in sales volume, pricing, cost or the business environment. These changes could cause the Group to record impairment charges in future periods, which could be material.

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Trade and other payables

12 Months Ended

Dec. 31, 2017

Subclassifications of assets, liabilities and equities [abstract]

Trade and other payables

Trade and other payables

	As of December 31,
(In $ million)	2017	2016
Trade payables	646	660
Accrued interest	132	151
Related party payables (refer to note 21)	33	60
Other payables and accrued expenses	305	311
Total current trade and other payables	1,116	1,182
Non-current payables	45	40

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Borrowings

12 Months Ended

Dec. 31, 2017

Financial Instruments [Abstract]

Borrowings

Borrowings

As of December 31, 2017, the Group was in compliance with all of its covenants.

The Group's borrowings are detailed below:    

	As of December 31,
(In $ million)	2017		2016
Securitization Facility	420		407
Credit Agreement	3,576		3,578
Reynolds Notes:
Reynolds Senior Secured Notes:
5.750% Senior Secured Notes due 2020	3,137		3,237
6.875% Senior Secured Notes due 2021	645		645
Floating Rate Senior Secured Notes due 2021	750		750
5.125% Senior Secured Notes due 2023	1,600		1,600
Reynolds Senior Notes:
8.250% Senior Notes due 2021	—		345
7.000% Senior Notes due 2024	800		800
Pactiv Notes:
8.125% Debentures due 2017	—		300
6.400% Notes due 2018	16		16
7.950% Debentures due 2025	276		276
8.375% Debentures due 2027	200		200
Related party borrowings	—		1
Other borrowings	20		24
Total principal amount of borrowings	11,440		12,179
Transaction costs	(77	)	(136	)
Embedded derivatives	32		40
Original issue discounts, net of premiums	(6	)	(12	)
Carrying value	11,389		12,071
Current borrowings	470		746
Non-current borrowings	10,919		11,325
Total borrowings	11,389		12,071

16.1        Securitization Facility

On March 22, 2017, the Group entered into a new $600 million securitization facility (the “2017 Securitization Facility”), of which $452 million was drawn on the closing date. The proceeds and cash were used to repay and extinguish all amounts outstanding under the previous securitization facility and pay transaction fees and expenses. The 2017 Securitization Facility matures on March 22, 2022. Consistent with the previous facility: (i) the amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables; (ii) the 2017 Securitization Facility is secured by all of the assets of the borrower, which are primarily the eligible trade receivables and cash; and (iii) the terms of the arrangement do not result in the derecognition of the trade receivables by the Group. The 2017 Securitization Facility has an interest rate equal to one-month LIBOR with a 0% floor, plus a margin of 1.75% per annum. As of December 31, 2017, $420 million was drawn under the 2017 Securitization Facility.

16.2        Credit Agreement

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

	Currency	Maturity date	Facility value (in million)	Value drawn or utilized as of December 31, 2017 (in million)	Applicable interest rate as of December 31, 2017
Term Tranches
U.S. Term Loans	$	February 5, 2023	3,315	3,282	LIBOR (floor of 0.000%) + 2.750%
European Term Loans	€	February 5, 2023	249	247	EURIBOR (floor of 0.000%) + 3.250%
Revolving Tranche(1)
U.S. Revolving Loans	$	August 5, 2021	302	62	—

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

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

Refer to note 9 for the loss recognized on the extinguishment of borrowings as a result of the write-off of unamortized debt issuance costs.

On September 29, 2017, the interest rate margin applicable to the outstanding U.S. and European term loans was reduced by 0.25% per annum to 2.750% per annum and 3.250% per annum, respectively, due to certain upgrades in RGHL’s credit rating.

On August 5, 2016, the Group amended and restated the Credit Agreement to, among other things, (i) reduce the applicable margin on the U.S. term loans by 25 basis points and increase the applicable margin on the European term loans by 25 basis points, (ii) reduce the EURIBOR floor on the European term loans by 100 basis points to 0.000%, (iii) restructure the revolving tranches into a $302 million facility and (iv) make certain other changes to the covenants contained in the Credit Agreement, including removing the quarterly financial ratio covenant for the Term Loan borrowings.

Also on August 5, 2016, the Group used the proceeds from the additional $250 million of 5.125% Senior Secured Notes due 2023 issued on August 1, 2016, together with the incurrence of the new Credit Agreement discussed above and available cash, to repay all amounts outstanding under the previous Credit Agreement and to pay transaction costs.

On October 7, 2016, the Group incurred $1,350 million of additional U.S. term loans under the Credit Agreement. The Group used the net proceeds, together with available cash, to repay all of the outstanding aggregate principal amount of 5.625% Senior Notes due 2016 and 9.875% Senior Notes due 2019, $500 million aggregate principal amount of 8.250% Senior Notes due 2021, $350 million aggregate principal amount of 6.875% Senior Secured Notes due 2021 and to pay redemption premiums and transaction costs.

The Company and certain members of the Group have guaranteed on a senior basis the obligations under the Credit Agreement and related documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations under the Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the Reynolds Senior Secured Notes.

Indebtedness under the Credit Agreement may be voluntarily repaid in whole or in part and must be mandatorily repaid in certain circumstances. The borrowers also make quarterly amortization payments of 0.25% of the principal amount of term loans outstanding on February 7, 2017. The borrowers are required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% or 0% if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due in 2017 or are due in 2018 for the year ended December 31, 2017.

The Credit Agreement contains customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the Credit Agreement. In addition, total assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 25% or less of the adjusted consolidated total assets of the Group as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available, and the aggregate of the EBITDA of the non-guarantor companies is required to be 25% or less of the consolidated EBITDA of the Group for the period of four consecutive fiscal quarters of the Company for which financial statements are available, in each case calculated in accordance with the Credit Agreement (the "Guarantor Coverage Test") which may differ from the measure of Adjusted EBITDA as disclosed in note 5. If the Group is unable to meet the Guarantor Coverage Test, the Group will be required to add additional subsidiary guarantors as necessary to satisfy such requirements. Provided that the Group meets the Guarantor Coverage Test, the Group has the ability to designate certain non-U.S. companies as excluded subsidiaries which would result in such non-U.S. companies no longer guaranteeing the Credit Agreement and being released from their guarantees of the Reynolds Notes (as defined below).

The Credit Agreement also contains a total secured leverage ratio covenant not to exceed 5.00 to 1.00 on a pro forma basis. This covenant applies if the aggregate revolving credit exposure (excluding any exposure in respect of undrawn letters of credit) as of the last day of a fiscal quarter exceeds 35% of the total commitments under the revolving credit facility on such day.

16.3        Reynolds Notes

The Group's borrowings as of December 31, 2017 issued by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (New Zealand) Limited (together, the "Reynolds Notes Issuers") are summarized below:

	Maturity date	Interest payment dates
5.750% Senior Secured Notes due 2020	October 15, 2020	April 15 and October 15
6.875% Senior Secured Notes due 2021	February 15, 2021	February 15 and August 15
Floating Rate Senior Secured Notes due 2021(1)	July 15, 2021	January 15, April 15, July 15 and October 15
5.125% Senior Secured Notes due 2023(2)	July 15, 2023	January 15 and July 15; commencing January 15, 2017
7.000% Senior Notes due 2024	July 15, 2024	January 15 and July 15; commencing January 15, 2017

(1) The Floating Rate Senior Secured Notes due 2021 were issued at an issue price of 99.000% and have an interest rate equal to the three-month Dollar LIBOR plus 3.500% reset quarterly. In July 2016, the Group entered into an interest rate swap agreement to mitigate the interest rate risk exposure of the Floating Rate Senior Secured Noted due 2021. While the Group has elected not to adopt hedge accounting, the economic effect of this derivative is that the effective interest rate on the Floating Rate Senior Secured Notes due 2021 is 4.670% from October 15, 2016.

(2) $250 million aggregate principal amount of 5.125% Senior Secured Notes due 2023 were issued at an issue price of 103.500%.

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

On December 15, 2017, the Group repaid $100 million aggregate principal amount of 5.750% Senior Secured Notes due 2020 at a redemption price of 101.438%, plus accrued and unpaid interest.

During the year ended December 31, 2016, the Group repaid an aggregate principal amount of $1,568 million of Reynolds Senior Secured Notes and $3,214 million of Reynolds Senior Notes.

Refer to note 9 for the loss recognized on the reduction in borrowings as a result of premiums incurred and the write-off of unamortized debt issuance costs.

Refer to note 27 for details regarding changes to certain of the Reynolds Notes subsequent to December 31, 2017.

Assets pledged as security for borrowings

The shares in Beverage Packaging Holdings I Limited ("BP I") (a wholly owned subsidiary of the Company) have been pledged as collateral to support the obligations under the Credit Agreement and the Reynolds Senior Secured Notes. In addition, the BP I and certain subsidiaries of BP I have pledged certain of their assets (including shares and equity interests) as collateral to support the obligations under the Credit Agreement and the Reynolds Senior Secured Notes.

Certain guarantee and security arrangements

All of the guarantors of the Credit Agreement have guaranteed the obligations under the Reynolds Notes to the extent permitted by law.

Certain guarantors have granted security over certain of their assets to support the obligations under the Reynolds Senior Secured Notes. This security is expected to be shared on a first priority basis with the creditors under the Credit Agreement.

Reynolds Notes indentures restrictions

The respective indentures governing the Reynolds Notes all contain customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the respective indentures governing the Reynolds Notes.

Early redemption option and change in control provisions

Under the respective indentures governing the Reynolds Notes, the Reynolds Notes Issuers, at their option, can elect to redeem the Reynolds Notes under terms and conditions specified in the respective indentures. The terms of the early redemption constitute an embedded derivative. In accordance with the Group's accounting policy for embedded derivatives, the Group has recognized embedded derivatives in relation to the redemption provisions of the indentures governing the respective Reynolds Notes.

Under the respective indentures governing the Reynolds Notes in certain circumstances which would constitute a change in control, the holders of the Reynolds Notes have the right to require the Reynolds Notes Issuers to repurchase the Reynolds Notes at a premium.

16.4         2013 Notes

On June 27, 2016, the Group repurchased $538 million aggregate principal amount of the 6.000% Senior Subordinated Notes due 2017 pursuant to a tender offer for the notes. Also on June 27, 2016, the Group irrevocably deposited with the trustee an amount in cash to satisfy and discharge its obligations under the indenture for the remaining $52 million of the 6.000% Senior Subordinated Notes due 2017 which were redeemed on July 27, 2016 at a redemption price of 100% of the principal thereof, plus accrued and unpaid interest.

On October 30, 2016, the Group repurchased the remaining $642 million of the 5.625% Senior Notes due 2016 at a redemption price of 100% of the principal thereof, plus accrued and unpaid interest.

16.5    Pactiv Notes

As of December 31, 2017, the Group had outstanding the following notes and debentures (together, the “Pactiv Notes”) issued by Pactiv LLC:

	Maturity date	Semi-annual interest payment dates
6.400% Notes due 2018	January 15, 2018	January 15 and July 15
7.950% Debentures due 2025	December 15, 2025	June 15 and December 15
8.375% Debentures due 2027	April 15, 2027	April 15 and October 15

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

The Pactiv Notes are not guaranteed by any member of the Group and are unsecured.

The indentures governing the Pactiv Notes contain a negative pledge clause limiting the ability of certain entities within the Group, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on “principal manufacturing properties” (as such term is defined in the indentures governing the Pactiv Notes) or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing property and (ii) sell and then take an immediate lease back of such principal manufacturing property.

The 8.375% Debentures due 2027 may be redeemed at any time at the Group's option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest to the date of the redemption.

16.6     Other borrowings

As of December 31, 2017, in addition to the 2017 Securitization Facility, the Credit Agreement, the Reynolds Notes and the Pactiv Notes, the Group had a number of unsecured working capital facilities extended to certain operating companies of the Group. These facilities bear interest at floating or fixed rates.

As of December 31, 2017, the Group had local working capital facilities in a number of jurisdictions which are secured by the collateral under the Credit Agreement and the Reynolds Senior Secured Notes and by certain other assets. These facilities rank pari passu with the obligations under the Credit Agreement and under the Reynolds Senior Secured Notes.

Other borrowings as of December 31, 2017 included finance lease obligations of $20 million (2016: $23 million).

16.7     Reconciliation of liabilities arising from financing activities

(In $ million)	Principal borrowings		Transaction costs		Total
Carrying amount as of January 1, 2017	12,179		(108	)	12,071
Cash flows	(773	)	—		(773	)
Capitalization of borrowing costs	—		(10	)	(10	)
Effects of movements in exchange rates	34		—		34
Other	—		67		67
Carrying amount as of December 31, 2017	11,440		(51	)	11,389

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Employee benefits

12 Months Ended

Dec. 31, 2017

Disclosure of employee benefits [Abstract]

Employee benefits

Employee benefits

17.1    Summary of employee benefits liabilities

	As of December 31,
(In $ million)	2017	2016
Salaries and wages accrued	149	185
Provision for annual leave	40	37
Provision for other employee benefits	53	40
Provision for exit from multi-employer pension plans	70	73
Defined benefit obligations:
Pension benefits	840	970
Post-employment medical benefits	106	105
Total employee benefits liabilities	1,258	1,410
Current	213	248
Non-current	1,045	1,162
Total employee benefits liabilities	1,258	1,410

Included in liabilities directly associated with assets held for sale at December 31, 2016 is $18 million of employee benefits liabilities.

17.2    Pension benefits

The Group makes contributions to defined benefit pension plans which define the level of pension benefit an employee will receive on retirement. The Group operates defined benefit pension plans in countries including Canada, Germany, Japan, Taiwan, United Kingdom, Mexico and the United States. The majority of the Group’s net pension plan liabilities are in the United States and subject to governmental regulations relating to the funding of retirement plans. The Group generally funds its retirement plans equal to the annual minimum funding requirements specified by government regulations covering each plan. Deterioration in the value of plan assets, including equity and debt securities, resulting from a general financial downturn or otherwise, or a change in the interest rate used to discount the projected benefit obligations, could cause an increase in the underfunded status of the Group’s defined benefit pension plans, thereby increasing the Group’s obligation to make contributions to the plans, which in turn would reduce the cash available for the Group’s business. The Group has generally provided aggregated disclosures in respect of these plans on the basis that these plans are not exposed to materially different risks.

The Group’s largest pension plan is the Pactiv Retirement Plan, of which Pactiv became the sponsor at the time of the Pactiv spin-off from Tenneco Inc. in 1999. The plan was assumed as part of the Pactiv acquisition in 2010. This plan covers certain of Pactiv Foodservice's employees as well as employees (or their beneficiaries) of certain companies previously owned by Tenneco Inc. but not currently owned by the Group. As a result, while persons who are not current Pactiv Foodservice employees do not accrue benefits under the plan, the total number of individuals/beneficiaries covered by this plan is much larger than if only Pactiv Foodservice personnel were participants. The Pactiv Retirement Plan comprises 96% (2016: 91%) of the Group’s present value of pension plan obligations. For this reason, the impact of this pension plan on the Group’s net income and cash from operations is greater than the impact typically found at similarly sized companies. Changes in the following factors can have a disproportionate effect on the Group’s results of operations and statement of financial position compared with similarly sized companies: (i)interest rate used to discount projected benefit obligations and to calculate the net interest on the net defined benefit liability (asset), (ii)governmental regulations relating to funding of retirement plans in the United States, (iii) financial market performance and (iv) revisions to mortality tables as a result of changes in life expectancy. Therefore, certain information applicable to the Pactiv Retirement Plan has been separately disclosed. As of December 31, 2017, the Pactiv Retirement Plan was underfunded by $764 million.

On November 8, 2016, the Group entered into an agreement with the U.S. Pension Benefit Guaranty Corporation (the “PBGC”) whereby the PBGC agreed not to assert a termination liability against the Group in relation to three defined benefit pension plans of UCI Holdings Limited (the “UCI Pension Plans”) in return for Pactiv LLC, a member of the Group, becoming the sponsor of the UCI Pension Plans. UCI Holdings Limited was a former member of the Group's "controlled group," as defined by the PBGC. This agreement became effective on December 30, 2016, resulting in the recognition of a net liability of $65 million, comprising plan assets of $213 million and actuarially determined plan liabilities of $278 million. On December 1, 2017, the UCI Pension Plans were merged into the Pactiv Retirement Plan.

Future contributions to the Group’s pension plans, including the Pactiv Retirement Plan, could reduce the cash otherwise available to operate the Group’s business and could have an adverse effect on the Group’s results of operations. The Group expects to make contributions to the Pactiv Retirement Plan of $49 million in 2018. Expected contributions during the year ending December 31, 2018 for all other defined benefit plans are estimated to be up to $9 million. Future contributions will be dependent on future plan asset returns and interest rates and are highly sensitive to changes.

The various defined benefit plans are governed in accordance with the relevant local legislation. Typically each plan has a separate governance committee which is responsible for managing the plan. In certain jurisdictions membership of the governance committee includes plan representatives. The Group has sole responsibility for the administration of the Pactiv Retirement Plan.

Movement in defined benefit pension obligations

	Defined benefit obligation				Fair value of plan assets				Net defined benefit liability (asset)
(In $ million)	2017		2016		2017		2016		2017		2016
Balance as of January 1	5,076		4,899		(4,091	)	(3,932	)	985		967
Included in profit or loss:
Current service cost	9		10		—		—		9		10
Interest cost (income)	198		206		(160	)	(165	)	38		41
Administrative expenses	—		—		35		32		35		32
Settlement (gain)	(7	)	(7	)	—		—		(7	)	(7	)
Assumption of UCI pension plans	—		278		—		(213	)	—		65
Total expense (income) recognized in profit or loss	200		487		(125	)	(346	)	75		141
Remeasurement (gains) losses:
Actuarial (gains) losses arising from:
Demographic assumptions	(10	)	(91	)	—		—		(10	)	(91	)
Financial assumptions	265		138		—		—		265		138
Return on plan assets, excluding interest income	—		—		(429	)	(160	)	(429	)	(160	)
Total remeasurement (gains) losses	255		47		(429	)	(160	)	(174	)	(113	)
Other movements:
Contributions by the Group	—		—		(33	)	(7	)	(33	)	(7	)
Benefits paid by the plans	(691	)	(352	)	691		352		—		—
Business disposals	(15	)	—		—		—		(15	)	—
Effect of movements in exchange rates	5		(5	)	(3	)	2		2		(3	)
Total other movements	(701	)	(357	)	655		347		(46	)	(10	)
Balance as of December 31	4,830		5,076		(3,990	)	(4,091	)	840		985
Comprised of:
Pactiv Retirement Plan	4,646		4,616		(3,882	)	(3,784	)	764		832
Other plans	184		445		(108	)	(307	)	76		138
	4,830		5,061		(3,990	)	(4,091	)	840		970
Plans associated with assets held for sale	—		15		—		—		—		15
Balance as of December 31	4,830		5,076		(3,990	)	(4,091	)	840		985
Comprised of:
Funded plans									796		925
Plans associated with assets held for sale									—		15
Unfunded plans									44		45
Total net pension benefits liability									840		985
Included in the statements of financial position as:
Employee benefits liabilities									840		970
Liabilities directly associated with assets held for sale									—		15
Total net pension benefits liability									840		985

The Group's pension plans had a weighted average duration of 10 years (2016: 10 years).

For the year ended December 31, 2015, the Group recognized remeasurement gains of $253 million directly in other comprehensive income. The gains were comprised of $95 million of gains from changes in demographic assumptions and $190 million of gains from changes in financial assumptions, partially offset by $32 million from losses on plan assets, excluding interest.

Expense recognized in the statements of comprehensive income

The expense is recognized in the following components in the statements of comprehensive income:

	For the year ended December 31,
(In $ million)	2017	2016	2015
Cost of sales	14	14	15
General and administration expenses	61	127	69
Total plan net expense from continuing operations	75	141	84
Discontinued operations	—	—	2
Total plan net expense	75	141	86

The Group presents pension (income) expense in personnel costs, which are reported in cost of sales and general and administration expenses.

The plan net expense for the year ended December 31, 2015 was comprised of current service cost of $14 million, administrative expense of $27 million and interest expense of $206 million, partially offset by interest income of $161 million.

During the year ended December 31, 2017, the plan net expense of the Pactiv Retirement Plan was $72 million (2016: $63 million; 2015: $65 million).

In September 2017, the Group recorded a $5 million pension settlement charge in general and administration expenses in connection with the purchase of a group annuity contract from an insurance company to settle $308 million of the outstanding pension benefit obligations under the Pactiv Retirement Plan. The insurance company assumed the obligation to pay future pension benefits and provide administrative services for approximately 13,600 retirees and surviving beneficiaries who are currently receiving payments from this plan. The purchase was funded directly by plan assets.

In October and November 2017, the UCI Pension Plans settled retirement benefits with certain vested members through a voluntary lump-sum buyout of their benefits, resulting in the payment of $60 million to those who elected to receive the buyout and a settlement gain of $12 million which is included in the pension plan expense for 2017.

During the year ended December 31, 2016, the Pactiv Retirement Plan settled retirement benefits with certain vested members through a voluntary lump-sum buyout of their benefits, resulting in the payment of $43 million from plan assets to those who elected to receive the buyout and a settlement gain of $7 million which is included in the plan expense for 2016.

Plan assets

Plan assets consist of the following:

	As of December 31,
(In $ million)	2017	2016
Equity instruments	2,802	2,818
Debt instruments	616	649
Property	403	447
Other	169	177
Total plan assets	3,990	4,091

Approximately 97% of total plan assets are held by the Pactiv Retirement Plan. This plan's total assets include the following exposures: (i) $2,742 million of exposure to equity markets, which includes exposure to $2,225 million of U.S. equities held through a combination of listed equities and equity index funds, and exposure to approximately $517 million of non-U.S. equities held through listed equities and unlisted index funds; (ii) $597 million of exposure to debt instruments, which include investments in corporate bonds and high yield bonds; and (iii) $395 million of exposure to property held through unlisted commingled funds.

In addition to the above plan assets, the Group is required to hold assets as collateral against certain unfunded defined benefit obligations assumed as part of the Pactiv acquisition. As of both December 31, 2017 and 2016, $27 million in cash, included in other non-current assets in the statements of financial position, was held as collateral against these obligations.

Actuarial assumptions — all plans

	For the year ended December 31,
	2017	2016	2015
Discount rates at December 31	0.6% - 8.0%	0.6% - 8.0%	0.8% - 7.3%
Future salary increases	0.0% - 7.0%	0.0% - 7.0%	0.0% - 7.0%
Future pension increases	0.0% - 3.7%	0.0% - 3.7%	0.0% - 4.0%

The discount rate for the Pactiv Retirement Plan for the years ended December 31, 2017 and 2016 was 3.6% and 4.1%, respectively. Retirement benefits under the Pactiv Retirement Plan are frozen. Therefore, future salary increases and future pension increase assumptions have no effect on the retirement benefit obligation of that plan. The principal mortality rates assumed are the published mortality rates within the RP 2014 aggregate table with projection scale MP-2017 for 2017 and projection scale MP-2016 for 2016.

Sensitivity analysis

The assumed discount rate is an assumption that changes annually, and has an effect on the amounts of the defined benefit obligation. A one-half percentage point change in assumed discount rates would have the following effects:

(In $ million)	Increase	Decrease
Effect on the net plan expense	7	5
Effect on the defined benefit obligation	246	271

The mortality tables used for the mortality assumption included projections of improved life expectancy. These tables are only changed infrequently; however, when they change they can have a significant impact on the plan liability. Estimates of the impact of mortality table changes are complex and difficult to measure. The Group does not expect changes to the mortality tables similar to those adopted in 2014 to occur in the next several years.

17.3    Post-employment medical benefits

The Group operates unfunded post-employment medical benefit plans mainly in the United States. The liability for the post-employment medical benefits has been assessed using the same assumptions as for the pension benefits, together with the assumption of a weighted average healthcare cost trend rate of 7.2% for the year ended December 31, 2017, 7.0% for the year ended December 31, 2016 and 8.0% for the year ended December 31, 2015.

The main actuarial assumption is the published mortality rates within the RP 2014 aggregate table with projection scale MP-2017 for 2017 and projection scale MP-2016 for 2016.

The Group expects to contribute $6 million to the post-employment medical benefit plans during the annual period ending December 31, 2018.

Movement in the post-employment medical obligations

	For the year ended December 31,
(In $ million)	2017		2016
Liability for post-employment medical obligations as of the beginning of the year	105		111
Included in profit or loss:
Current service cost	1		1
Interest cost	4		4
Total expense recognized in profit or loss	5		5
Remeasurement (gains) losses:
Actuarial (gains) losses from changes in demographic assumptions	(6	)	(7	)
Actuarial (gains) losses from changes in financial assumptions	8		2
Total remeasurement (gains) losses	2		(5	)
Other movements:
Benefits paid by the plans	(6	)	(6	)
Total other movements	(6	)	(6	)
Liability for post-employment medical obligations as of the end of the year	106		105

For the year ended December 31, 2015, the Group recognized benefit plan expense of $7 million related to post-employment medical obligations. The benefit plan expense was comprised of $2 million of current service cost and $5 million of interest cost.

For the year ended December 31, 2015, the Group recognized a remeasurement gain of $13 million directly in other comprehensive income. The gain was comprised of $11 million from changes in demographic assumptions and $2 million from changes in financial assumptions.

Assumed health care cost trend rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one percentage point change in assumed health care cost trend rates would have the following effects:

(In $ million)	Increase	Decrease
Effect on plan expense	—	—
Effect on the post-employment medical obligations	2	2

Discount rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one-half percentage point change in discount rates would have the following effects:

(In $ million)	Increase	Decrease
Effect on plan expense	—	—
Effect on the post-employment medical obligations	6	6

17.4    Defined contribution plans

The Group sponsors various defined contribution plans. During the year ended December 31, 2017, the Group recorded expense of $66 million (2016: $62 million; 2015: $62 million) in relation to contributions to these plans in continuing operations in the statement of comprehensive income.

17.5    Multi-employer plans

The Group also makes contributions, for some current and former employees, to union administered multi-employer pension plans based on negotiated labor contracts. While these plans provide for defined benefits, as a result of insufficient information the Group accounts for its participation in these plans as defined contribution plans. Specifically, the plans do not maintain IFRS accounting records and there is insufficient information to allocate amounts among employer participants. The Group, with union approval, has elected over the last several years to withdraw from virtually all of these multi-employer plans. Withdrawal creates a withdrawal liability obligation based upon guidelines outlined in the specific multi-employer plan.

The most significant of the multi-employer pension plans in which the Group participated was the PACE Industry Union-Management Pension Fund (“PIUMPF”), in which certain employees of both Evergreen and Pactiv Foodservice participated. Graham Packaging had withdrawn from this plan prior to the acquisition by the Group. Evergreen and Pactiv Foodservice reached agreements with the relevant unions, ratified by the unions in November 2013, to allow Evergreen and Pactiv Foodservice to withdraw from PIUMPF as of December 31, 2013. In December 2016, the Group and PIUMPF formally agreed and signed a Settlement Agreement and Release, which settles all prior matters relating to the pension withdrawal liability. The Group and PIUMPF agreed to a settlement of $88 million, which was less than the previously-notified funding obligation, to be paid over 20 years reduced by amounts previously paid in 2015 and 2014. As a result, the Group has a liability of $61 million as of December 31, 2017 ($63 million as of December 31, 2016) for the present value of such future payments. If PIUMPF suffers a “mass withdrawal” (as defined in the Employee Retirement Income Security Act) prior to January 1, 2016, the Group's annual payment will continue until the end of the year in which the assets (exclusive of the withdrawal liability claims) are sufficient to meet all obligations, as determined by the Pension Benefit Guaranty Corporation. As of February 13, 2018, the Group has not received any notification that PIUMPF has suffered a mass withdrawal. If one did occur, the aggregate amount of the Group’s required payments could increase and the increase could be material.

The Group has a withdrawal liability of $9 million for its withdrawal from the other multi-employer plans.

For all of its multi-employer pension plans, the Group expects to make payments of approximately $4 million annually over the next 18 years.

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Provisions

12 Months Ended

Dec. 31, 2017

Disclosure of other provisions, contingent liabilities and contingent assets [Abstract]

Provisions

Provisions

(In $ million)	Asset retirement obligations		Restructuring		Workers’ compensation		Other		Total
Balance as of December 31, 2016	39		30		47		24		140
Provisions made	3		19		9		6		37
Provisions used	(1	)	(27	)	(14	)	(8	)	(50	)
Provisions reversed	—		(4	)	—		(1	)	(5	)
Other	3		1		—		2		6
Balance as of December 31, 2017	44		19		42		23		128
Current	2		13		13		11		39
Non-current	42		6		29		12		89
Total provisions as of December 31, 2017	44		19		42		23		128
Current	1		24		29		11		65
Non-current	38		6		18		13		75
Total provisions as of December 31, 2016	39		30		47		24		140

Other provisions

Other provisions as of December 31, 2017 included $7 million of environmental remediation programs (2016: $7 million).

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Equity

12 Months Ended

Dec. 31, 2017

Equity [abstract]

Equity

Equity

19.1    Share capital

The reported share capital balance as of December 31, 2017 is that of the Company.

Further information regarding Reynolds Group Holdings Limited's issued capital is detailed below:

	For the year ended December 31,
Number of shares	2017	2016	2015
Balance at the beginning of the year	71,500,004	71,500,004	71,500,004
Changes in shares	—	—	—
Balance at the end of the year	71,500,004	71,500,004	71,500,004

All issued shares are fully paid and have no par value.

The holder of the shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share. All shares rank equally with regard to the Company's residual assets in the event of a wind-up.

19.2    Dividends

There were no dividends declared or paid by the Company during any years presented.

19.3    Capital management

The Directors are responsible for monitoring and managing the Group's capital structure. Capital is comprised of equity and external borrowings.

The Directors' policy is to maintain an acceptable capital base to promote the confidence of the Group's financiers and creditors and to sustain the future development of the business. The Directors monitor the Group's financial position to ensure that it complies at all times with its financial and other covenants as set out in its financing arrangements.

In order to maintain or adjust the capital structure, the Directors may elect to take a number of measures including, for example, to dispose of assets or operating segments of the business, alter its short to medium term plans with respect to capital projects and working capital levels, or re-balance the level of equity and external debt in place.

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Financial risk management

12 Months Ended

Dec. 31, 2017

Financial Instruments [Abstract]

Financial risk management

Financial risk management

20.1    Overview

This note presents information about the Group's exposure to market risk, credit risk and liquidity risk, and where applicable, the Group's objectives, policies and procedures for managing these risks.

Exposure to market, credit and liquidity risks arises in the normal course of the Group's business. The Directors of the Group and the ultimate parent entity have overall responsibility for the establishment and oversight of the Group's risk management framework.

The Directors have established a treasury policy that identifies risks faced by the Group and sets out policies and procedures to mitigate those risks. Risk management is primarily carried out by the treasury function of the Group. The Directors have delegated authority levels and authorized the use of various financial instruments to a restricted number of personnel within the treasury function.

Monthly combined treasury reports are prepared for the Directors and officers of the Group, who ensure compliance with the risk management policies and procedures.

20.2    Market risk

Market risk is the risk that changes in market prices, such as foreign currency exchange rates, interest rates and commodity prices, will affect the Group's cash flows or the fair value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

The Group buys and sells derivatives in the ordinary course of business to manage market risks. The Group does not enter into derivative contracts for speculative purposes.

(a) Foreign currency exchange rate risk

As a result of the Group's international operations, foreign currency exchange risk exposures exist on sales, purchases, financial assets and borrowings that are denominated in currencies that are not the functional currency of that subsidiary. In these circumstances, a change in exchange rates would impact the profit or loss component of the Group's statement of comprehensive income.

In accordance with the Group's treasury policy, the Group takes advantage of natural offsets to the extent possible. Therefore, when commercially feasible, the Group borrows in the same currencies in which cash flows from operations are generated. On a limited basis, the Group uses derivatives to hedge residual foreign currency exchange risk arising from receipts and payments denominated in foreign currencies. The Group generally does not hedge its exposure to translation gains or losses in respect of its non-U.S. dollar functional currency assets or liabilities. Additionally, when considered appropriate, the Group may enter into derivatives to hedge foreign currency exchange risk arising from specific transactions.

The following table provides the detail of outstanding foreign currency derivative contracts as of December 31, 2017:

Type	Contract type	Currency	Contracted volume	Counter-currency	Contracted conversion range	Contracted date of maturity
Currency forwards	Sell	CA$	13,000,000	$	1.2548 - 1.2925	Jan 2018 - May 2018

The fair values of the derivative contracts are derived from inputs based on quoted market prices or traded exchange market prices and represent the estimated amounts that the Group would pay or receive to terminate the contracts. During the year ended December 31, 2017, the Group recognized an unrealized loss of $1 million (2016: unrealized loss of $4 million; 2015: unrealized gain of $2 million) as a component of net other income (expenses) in the statements of comprehensive income. During the year ended December 31, 2017, the Group recognized a realized loss of $1 million (2016: realized loss of $6 million; 2015: realized gain of $14 million) as a component of net other income (expenses) in the statements of comprehensive income.

A 10% upward (downward) movement in the price curve used to value the foreign currency derivative contracts, applied as of December 31, 2017, would have resulted in no change in unrealized gains recognized in the statement of comprehensive income assuming all other variables remain constant.

The Group is also exposed to foreign currency exchange risk on certain intercompany borrowings between certain of its entities with different functional currencies.

(b) Interest rate risk

The Group's interest rate risk arises from long-term borrowings at both fixed and floating rates and from deposits which earn interest at floating rates. Borrowings and deposits at floating rates expose the Group to cash flow interest rate risk. Borrowings at fixed rates expose the Group to fair value interest rate risk.

The Group has exposure to both floating and fixed interest rates on borrowings primarily denominated in the U.S. dollar and the euro. Interest rate risk on borrowings at floating rates is partially offset by interest on cash deposits also earned at floating rates.

The Group has adopted a policy to ensure that at least 50% of its overall exposure to changes in interest rates on borrowings is on a fixed rate basis.

The following table sets out the Group's interest rate risk repricing profile:

(In $ million)	Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2017
Fixed rate instruments
Borrowings	(6,694	)	(19	)	(3,141	)	(650	)	(2,884	)
Total fixed rate instruments	(6,694	)	(19	)	(3,141	)	(650	)	(2,884	)
Floating rate instruments
Cash and cash equivalents	617		617		—		—		—
Related party receivables	329		329		—		—		—
Borrowings	(4,746	)	(4,746	)	—		—		—
Total floating rate instruments	(3,800	)	(3,800	)	—		—		—
Total	(10,494	)	(3,819	)	(3,141	)	(650	)	(2,884	)

(In $ million)	Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2016
Fixed rate instruments
Borrowings	(7,444	)	(304	)	(21	)	(4,232	)	(2,887	)
Total fixed rate instruments	(7,444	)	(304	)	(21	)	(4,232	)	(2,887	)
Floating rate instruments
Cash and cash equivalents	932		932		—		—		—
Related party receivables	330		330		—		—		—
Borrowings	(4,735	)	(4,735	)	—		—		—
Total floating rate instruments	(3,473	)	(3,473	)	—		—		—
Total	(10,917	)	(3,777	)	(21	)	(4,232	)	(2,887	)

The Group's sensitivity to interest rate risk can be expressed in two ways:

Fair value sensitivity analysis

A change in interest rates impacts the fair value of the Group's fixed rate borrowings. Given all debt instruments are carried at amortized cost, a change in interest rates would not impact the profit or loss component of the statement of comprehensive income.

Cash flow sensitivity analysis

A change in interest rates would impact future interest payments and receipts on the Group's floating rate liabilities and assets. An increase or decrease in interest rates of 100 basis points at the reporting date would impact the statement of comprehensive income result and equity by the amounts described below, based on the assets and liabilities held at the reporting date, and a one-year timeframe. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant. The analysis is performed on the same basis for comparative years.

The underlying rate for the Floating Rate Senior Secured Notes due 2021 is the three-month Dollar LIBO Rate. As of December 31, 2017, the three-month Dollar LIBO Rate was 1.36%. In July 2016, the Group entered into a $750 million interest rate swap agreement to mitigate the interest rate risk exposure of the Floating Rate Senior Secured Notes due 2021. While the Group has elected not to adopt hedge accounting, the economic effect of this derivative is that the effective interest rate on the Floating Rate Senior Secured Notes due 2021 is fixed at 4.670% from October 15, 2016.

The underlying rates for the Credit Agreement are the one-month LIBOR and EURIBOR, which as of December 31, 2017 were 1.57% and (0.37)%, respectively. Based on the Group's outstanding debt commitments as of December 31, 2017, a one-year timeframe and all other variables, in particular foreign currency exchange rates, remaining constant, a 100 basis point increase in interest rates would result in a $33 million increase in interest expense on the U.S. term loan and a $2 million increase in interest expense on the European term loan under the Credit Agreement. A 100 basis point decrease in interest rates would result in a $33 million decrease in interest expense on the U.S. term loan and would have no impact on interest expense for the European term loan due to the EURIBOR floor under the Credit Agreement.

The underlying rate for the 2017 Securitization Facility is the one-month LIBOR. As of December 31, 2017, the applicable one-month LIBOR was 1.50%. Based on the Group's outstanding debt commitments under the 2017 Securitization Facility as of December 31, 2017, a one-year timeframe and all other variables remaining constant, a 100 basis point increase (decrease) in the underlying interest rate would result in a $4 million increase (decrease) in interest expense.

(c) Commodity and other price risk

Commodity and other price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market.

The Group's exposure to commodity and other price risk arises principally from the purchase of resin, natural gas and aluminum. The Group generally purchases commodities at spot market prices and does not use commodity financial instruments or derivatives to hedge commodity prices, except for the items in the table below.

The Group's objective is to ensure that its commodity and other price risk exposure is kept at an acceptable level. In accordance with the Group's treasury policy, the Group enters into derivative instruments to reduce the Group's exposure in relation to the cost of resin (and its components), natural gas, diesel, electricity and aluminum. These derivatives are implemented to either (a) mitigate the impact of the lag in timing between when raw material costs change and when the Group can pass on these raw material costs changes to its customers or (b) fix the Group's input costs for a period of time.

The following table provides the detail of outstanding commodity derivative contracts as of December 31, 2017:

Type	Unit of measure	Contracted volume	Contracted price range	Contracted date of maturity
Aluminum swaps	metric tonne	18,501	$1,563 - $2,308	Jan 2018 - Jan 2019
Aluminum Midwest Premium swaps	pound	1,859,987	$0.08 - $0.10	Jan 2018 - Dec 2018
Natural gas swaps	million BTU	6,203,778	$2.82 - $3.34	Feb 2018 - Dec 2018
Ethylene swaps	pound	3,353,654	$0.35 - $0.35	Jan 2018 - May 2018
Polymer-grade propylene swaps	pound	24,069,527	$0.41 - $0.50	Jan 2018 - Jun 2018
Benzene swaps	U.S. liquid gallon	10,991,038	$2.58 - $3.25	Feb 2018 - Sep 2018
Diesel swaps	U.S. liquid gallon	4,033,447	$2.46 - $2.88	Jan 2018 - Dec 2018
Low-density polyethylene swaps	pound	6,000,000	$0.81 - $0.82	Jan 2018 - Jun 2018

The fair values of the derivative contracts are derived from inputs based on quoted market prices or traded exchange market prices and represent the estimated amounts that the Group would pay or receive to terminate the contracts. During the year ended December 31, 2017, the Group recognized an unrealized gain of $1 million (2016: unrealized gain of $22 million; 2015: unrealized gain of $112 million) as a component of net other income (expenses) in the statements of comprehensive income. During the year ended December 31, 2017, the Group recognized a realized gain of $20 million (2016: realized loss of $17 million; 2015: realized loss of $182 million) as a component of cost of sales in the statements of comprehensive income.

A 10% upward (downward) movement in the price curve used to value the commodity derivative contracts, applied as of December 31, 2017, would have resulted in a $1 million change in unrealized gains recognized in the statement of comprehensive income assuming all other variables remain constant.

20.3Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers and related entities.

Given the diverse global operations and customers across the Group, the Directors have delegated authority for credit control procedures to each of the segments within the Group, subject to certain Group-determined limits. Each operating business is responsible for managing its own credit control procedures. These include, but are not limited to, reviewing the individual characteristics of new customers for creditworthiness before accepting the customer and agreeing upon purchase limits and terms of trade. If considered appropriate the operating business may take out insurance for specific debtors.

Generally, the Group does not require collateral with respect to trade and other receivables. Goods are generally sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. For certain sales letters of credit are obtained.

The Group's exposure to credit risk is primarily in its trade and other receivables and is influenced mainly by the individual characteristics of each customer. Historically there has been a low level of losses resulting from default by customers and related entities. The carrying amount represents the maximum credit exposure. Refer to note 11 for additional information.

The Group limits its exposure to credit risk by making deposits and entering into derivative instruments with counterparties that have a credit rating of at least investment grade. Given these high credit ratings, management does not expect any such counterparty to fail to meet its obligations.

20.4 Liquidity risk

Liquidity risk is the risk that the Group will not meet its contractual obligations as they fall due. The Group's approach to managing liquidity risk is to ensure that it will always have sufficient liquidity to meet its liabilities as and when they fall due.

The Group evaluates its liquidity requirements on an ongoing basis using both a 13-week rolling forecast and a 12-month rolling forecast and ensures that it has sufficient cash on hand to meet expected operating expenses, including the servicing of financial obligations. As of December 31, 2017, the Group had $617 million of cash and cash equivalents on hand.

The Group's cash flows from operations and existing cash, together with other available external financing sources, will be adequate to meet the Group's liquidity needs for the next year. It also has credit lines in place to cover potential shortfalls. As of December 31, 2017, the Group had undrawn lines of credit under the revolving facilities of the Credit Agreement totaling $240 million and undrawn availability under the 2017 Securitization Facility. In addition, the Group has local working capital facilities in various jurisdictions which are available if needed to support the cash management of local operations.

The following table sets out contractual cash flows for all financial liabilities including commodity and foreign currency derivatives:

(In $ million)	Carrying amount		Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2017
Non-derivative financial liabilities
Trade and other payables	(1,116	)	(984	)	(984	)	—		—		—
Borrowings, including interest	(11,389	)	(14,253	)	(1,069	)	(4,394	)	(2,172	)	(6,618	)
	(12,505	)	(15,237	)	(2,053	)	(4,394	)	(2,172	)	(6,618	)
Derivative financial assets (liabilities)
Commodity and foreign currency derivatives:
Inflows	5		7		7		—		—		—
Outflows	—		(2	)	(2	)	—		—		—
	5		5		5		—		—		—
Total	(12,500	)	(15,232	)	(2,048	)	(4,394	)	(2,172	)	(6,618	)

(In $ million)	Carrying amount		Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2016
Non-derivative financial liabilities
Trade and other payables	(1,182	)	(1,031	)	(1,031	)	—		—		—
Borrowings, including interest	(12,071	)	(15,730	)	(1,392	)	(1,335	)	(6,056	)	(6,947	)
	(13,253	)	(16,761	)	(2,423	)	(1,335	)	(6,056	)	(6,947	)
Derivative financial assets (liabilities)
Commodity and foreign currency derivatives:
Inflows	5		7		7		—		—		—
Outflows	—		(2	)	(2	)	—		—		—
	5		5		5		—		—		—
Total	(13,248	)	(16,756	)	(2,418	)	(1,335	)	(6,056	)	(6,947	)

20.5Classification and fair values

(In $ million)	Fair value through profit or loss		Cash, loans and receivables	Other liabilities		Total carrying amount		Fair value
As of December 31, 2017
Assets
Cash and cash equivalents	—		617	—		617		617
Current and non-current receivables	—		1,488	—		1,488		1,488
Derivative financial assets:
Commodity derivatives	7		—	—		7		7
Interest rate swap derivatives	26		—	—		26		26
Embedded derivatives	259		—	—		259		259
Total assets	292		2,105	—		2,397		2,397
Liabilities
Trade and other payables	—		—	(1,116	)	(1,116	)	(1,116	)
Non-current payables	—		—	(45	)	(45	)	(45	)
Derivative financial liabilities:
Commodity derivatives	(2	)	—	—		(2	)	(2	)
Borrowings	—		—	(11,389	)	(11,389	)	(11,696	)
Total liabilities	(2	)	—	(12,550	)	(12,552	)	(12,859	)

(In $ million)	Fair value through profit or loss		Cash, loans and receivables	Other liabilities		Total carrying amount		Fair value
As of December 31, 2016
Assets
Cash and cash equivalents	—		932	—		932		932
Current and non-current receivables	—		1,403	—		1,403		1,403
Derivative financial assets:
Commodity derivatives	6		—	—		6		6
Foreign currency derivatives	1		—	—		1		1
Interest rate swap derivatives	24		—	—		24		24
Embedded derivatives	233		—	—		233		233
Total assets	264		2,335	—		2,599		2,599
Liabilities
Trade and other payables	—		—	(1,182	)	(1,182	)	(1,182	)
Non-current payables	—		—	(40	)	(40	)	(40	)
Derivative financial liabilities:
Commodity derivatives	(2	)	—	—		(2	)	(2	)
Interest rate swap derivatives	(1	)	—	—		(1	)	(1	)
Borrowings	—		—	(12,071	)	(12,071	)	(12,455	)
Total liabilities	(3	)	—	(13,293	)	(13,296	)	(13,680	)

The methods used in determining fair values of financial instruments are disclosed in note 3.3 and note 3.4.

20.6Fair value measurements recognized in the statement of comprehensive income

The following table sets out an analysis of the Group's financial instruments that are measured subsequent to initial recognition at fair value and are grouped into levels based on the degree to which the fair value is observable:

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

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

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

(In $ million)	Level 1	Level 2	Level 3	Total
As of December 31, 2017
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net	—	5	—	5
Interest rate swap derivatives, net	—	26	—	26
Embedded derivatives	—	259	—	259
Total	—	290	—	290
As of December 31, 2016
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net	—	4	—	4
Foreign currency derivatives, net	—	1	—	1
Interest rate swap derivatives, net	—	23	—	23
Embedded derivatives	—	233	—	233
Total	—	261	—	261

There were no transfers between any levels during the years ended December 31, 2017 and 2016. There have been no changes in the classifications of financial instruments as a result of a change in the purpose or use of these instruments.

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Related parties

12 Months Ended

Dec. 31, 2017

Related Party [Abstract]

Related parties

Related parties

Parent and ultimate controlling party

The immediate parent of the Company is Packaging Finance Limited, the ultimate parent of the Company is Packaging Holdings Limited and the ultimate shareholder is Mr. Graeme Hart.

Transactions with key management personnel

Key management personnel compensation was comprised of:

	For the year ended December 31,
(In $ million)	2017	2016	2015
Short-term employee benefits	15	17	11
Long-term employee benefits	3	4	—
Total compensation expense to key management personnel	18	21	11

Certain key management personnel are compensated by related party entities outside of the Group and it is not possible to make a reasonable apportionment of their compensation in respect of the Group. Accordingly, the above amounts include no compensation in respect of these individuals.

There were no other transactions with key management personnel during the years ended December 31, 2017, 2016 and 2015.

Related party transactions

The entities and types of transactions with which the Group entered into related party transactions during the years are detailed below. All related parties detailed below have a common ultimate shareholder, except for the joint ventures.

	Transaction value for the year ended December 31,						Balance outstanding as of December 31,
(In $ million)	2017		2016		2015		2017		2016
Balances and transactions with immediate and ultimate parent entities
Included in trade and other payables							—		—
Tax loss transfer	—		(16	)	—
Included in borrowings(a)(g)							—		(1	)
Balances and transactions with joint ventures
Included in trade and other receivables, net							8		9
Sale of goods and services(b)(c)	22		24		52
Balances and transactions with Rank Group Limited
Included in related party and other non-current receivables(d)(g)							329		330
Interest income	17		17		19
Included in trade and other payables(g)							(31	)	(59	)
Recharges(e)	(5	)	(7	)	(17	)
Management fee(f)	(31	)	(47	)	(65	)
Tax loss transfer	(1	)	(4	)	(5	)
Balances and transactions with Rank Group North America, Inc.
Included in trade and other receivables, net							—		—
Recharges	1		4		5
Included in trade and other payables							—		—
Recharges(e)	(16	)	(15	)	(15	)
Balances and transactions with other related parties
Included in trade and other receivables, net							—		1
Sale of goods	—		—		1
Recharges	5		3		1
Included in trade and other payables							(1	)	(1	)

(a) The borrowing due to the Company's ultimate parent was non-interest bearing, unsecured and repayable on demand.

(b) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated on a cost-plus basis allowing a margin ranging from 3% to 6%. All amounts are unsecured, non-interest bearing and repayable on demand.

(c) Includes related party transactions entered into by SIG before its sale in March 2015.

(d) The loan receivable from Rank Group Limited accrues interest at a rate based on the average 90-day New Zealand bank bill rate, set quarterly, plus a margin of 3.25%. Interest is only charged or accrued if demanded by the Company. During the year ended December 31, 2017, interest was charged at 5.16% to 5.25% (2016: 5.31% to 5.78%; 2015: 6.21% to 6.92%). The loan is unsecured and repayable on demand. This loan is subordinated on terms such that, unless otherwise permitted, no payments can be made until the obligations under a senior secured credit facility of Rank Group Limited are repaid in full.

(e) Represents certain costs paid by Rank Group Limited or Rank Group North America, Inc. on behalf of the Group that were subsequently recharged to the Group. These charges are for various costs incurred including services provided, financing and other activities. All amounts are unsecured, non-interest bearing and settled on normal trade terms.

(f) The Group’s financing agreements permit the payment to related parties of management, consulting, monitoring and advising fees (the “Management Fee”) of up to 1.5% of the Group’s Adjusted EBITDA (as defined in the financing agreements) for the previous year. During the year ended December 31, 2016, the Group entered into a services agreement with Rank Group Limited. Rank Group Limited charged the Group a Management Fee of $31 million during the year ended December 31, 2017 in relation to the 2016 financial year. During the years ended December 31, 2016 and 2015, Rank Group Limited charged the Group a Management Fee of $30 million and $35 million, of which $30 million and $29 million, respectively, was included in continuing operations with the remainder included in discontinued operations, in relation to the 2015 and 2014 financial years, respectively. Also during the year ended December 31, 2016, Rank Group Limited charged the Group a Management Fee of $15 million in relation to the 2009 and 2010 financial years, of which $8 million was included in continuing operations with the remainder included in discontinued operations. In addition, the Group has accrued $31 million in 2017 in respect of an expected management fee related to the 2017 financial year.

(g) In August 2017, Rank Group Limited repaid $24 million of the related party loan receivable balance and the Group, by way of a payment direction, repaid $23 million of outstanding related party trade payable balances due to Rank Group Limited and $1 million of outstanding related party borrowings due to the Company's ultimate parent.

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Group entities

12 Months Ended

Dec. 31, 2017

Interests In Other Entities [Abstract]

Group entities

Group entities

			Ownership interest (%)		Voting interest (%)
	Reporting date	Country of incorporation	2017	2016	2017
Alusud Argentina S.R.L.	Dec-31	Argentina	100	100	100
Graham Packaging Argentina S.R.L.	Dec-31	Argentina	100	100	100
Lido Plast San Luis S.A. (a)	Dec-31	Argentina	—	100	—
Gulf Closures W.L.L.(b)	Dec-31	Bahrain	49	49	49
Graham Packaging Belgium BVBA	Dec-31	Belgium	100	100	100
Graham Packaging Lummen BVBA	Dec-31	Belgium	100	100	100
Closure Systems International (Brazil) Sistemas de Vedacao Ltda.	Dec-31	Brazil	100	100	100
Graham Packaging do Brasil Indústria e Comércio Ltda.	Dec-31	Brazil	100	100	100
Graham Packaging Paraná Ltda.	Dec-31	Brazil	100	100	100
Resin Rio Comercio Ltda.	Dec-31	Brazil	100	100	100
CSI Latin American Holdings Corporation	Dec-31	British Virgin Islands	100	100	100
Evergreen Packaging Canada Limited	Dec-31	Canada	100	100	100
Graham Packaging Canada Company	Dec-31	Canada	100	100	100
Pactiv Canada Inc.	Dec-31	Canada	100	100	100
Reynolds Consumer Products Canada Inc.	Dec-31	Canada	100	100	100
Alusud Embalajes Chile Ltda.	Dec-31	Chile	100	100	100
Closure Systems International (Guangzhou) Limited	Dec-31	China	100	100	100
Closure Systems International (Wuhan) Limited (a)	Dec-31	China	—	100	—
CSI Closure Systems (Hangzhou) Co., Ltd.	Dec-31	China	100	100	100
CSI Closure Systems (Tianjin) Co., Ltd.	Dec-31	China	100	100	100
Evergreen Packaging (Shanghai) Co., Ltd.	Dec-31	China	100	100	100
Graham Packaging (Guangzhou) Co., Ltd.	Dec-31	China	100	100	100
Graham Packaging (Taizhou) Co., Ltd. (c)	Dec-31	China	100	—	100
Graham Packaging Trading (Shanghai) Co., Ltd. (a)	Dec-31	China	—	100	—
Reynolds Metals (Shanghai) Ltd.	Dec-31	China	100	100	100
Techne Machineries Foshan Ltd (in liquidation) (d)	Dec-31	China	100	100	100
Zhejiang Zhongbao Pactiv Packaging Co., Ltd.	Dec-31	China	62.5	62.5	62.5
Alusud Embalajes Colombia Ltda.	Dec-31	Colombia	100	100	100
Closure Systems International (Colombia Trade) S.A.S.	Dec-31	Colombia	100	100	100
CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada	Dec-31	Costa Rica	100	100	100
Closure Systems International (Egypt) LLC	Dec-31	Egypt	100	100	100
Evergreen Packaging de El Salvador, S.A. de C.V.	Dec-31	El Salvador	100	100	100
Graham Packaging Company Oy	Dec-31	Finland	100	100	100
Graham Packaging Europe S.N.C.	Dec-31	France	100	100	100
Graham Packaging France S.A.S.	Dec-31	France	100	100	100
Graham Packaging Normandy S.A.R.L.	Dec-31	France	100	100	100
Graham Packaging Villecomtal S.A.R.L.	Dec-31	France	100	100	100
Closure Systems International Machinery (Germany) GmbH	Dec-31	Germany	100	100	100
Omni-Pac Ekco GmbH Verpackungsmittel (e)	Dec-31	Germany	—	100	—
Omni-Pac GmbH Verpackungsmittel (e)	Dec-31	Germany	—	100	—
Pactiv Deutschland Holdinggesellschaft mbH	Dec-31	Germany	100	100	100
Pactiv-Omni Germany Holdings GmbH	Dec-31	Germany	100	100	100
Closure Systems International (Hong Kong) Limited	Dec-31	Hong Kong	100	100	100
Graham Packaging Asia Limited	Dec-31	Hong Kong	100	100	100
Roots Investment Holding Private Limited	Dec-31	Hong Kong	100	100	100

Technegen International Limited	Dec-31	Hong Kong	100	100	100
CSI Hungary Manufacturing and Trading Limited Liability Company	Dec-31	Hungary	100	100	100
Closure Systems International (I) Private Limited	Mar-31	India	100	100	100
PT. Graham Packaging Indonesia	Dec-31	Indonesia	100	100	100
Graham Packaging Company Italia S.r.l. (e)	Dec-31	Italy	—	100	—
Closure Systems International Japan, Limited	Dec-31	Japan	100	100	100
Graham Packaging Japan Godo Kaisha (a)	Dec-31	Japan	—	100	—
Closure Systems International (Korea), Ltd.	Dec-31	Korea	100	100	100
Evergreen Packaging Korea Limited	Dec-31	Korea	100	100	100
Beverage Packaging Factoring (Luxembourg) S.à r.l. (f)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) II S.A. (a)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) IV S.à r.l. (f)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) VI S.à r.l. (a)	Dec-31	Luxembourg	—	100	—
Evergreen Packaging (Luxembourg) S.à r.l. (a)	Dec-31	Luxembourg	—	100	—
Graham Packaging European Holdings (Luxembourg) S.à r.l.	Dec-31	Luxembourg	100	100	100
Graham Packaging European Holdings (Luxembourg) I S.à r.l.	Dec-31	Luxembourg	100	100	100
Graham Packaging European Holdings (Luxembourg) II S.à r.l.	Dec-31	Luxembourg	100	100	100
CSI en Ensenada, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
CSI en Saltillo, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
CSI Tecniservicio, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Graham Packaging Plastic Products de Mexico, S. de. R.L. de C.V.	Dec-31	Mexico	100	100	100
Grupo Corporativo Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Grupo CSI de México, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Innovación y Asesoría en Plástico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Pactiv Foodservice Mexico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Pactiv Mexico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Servicio Terrestre Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Servicios Graham Packaging, S. de. R.L. de C.V.	Dec-31	Mexico	100	100	100
Servicios Industriales Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Servicios Integrales de Operacion, S.A. de C.V.	Dec-31	Mexico	100	100	100
Closure Systems International Nepal Private Limited	Jul-16	Nepal	100	100	100
Graham Packaging Company B.V. (e)	Dec-31	Netherlands	—	100	—
Graham Packaging Holdings B.V.	Dec-31	Netherlands	100	100	100
Graham Packaging Zoetermeer B.V.	Dec-31	Netherlands	100	100	100
Beverage Packaging (New Zealand) Limited	Dec-31	New Zealand	100	100	100
Beverage Packaging Factoring Trust (c) (g)	Dec-31	New Zealand	—	—	—
Beverage Packaging Holdings I Limited (h) (i)	Dec-31	New Zealand	100	100	100
Beverage Packaging Holdings III Limited (h) (j)	Dec-31	New Zealand	100	100	100
Beverage Packaging Holdings V Limited (h) (k)	Dec-31	New Zealand	100	100	100
Closure Systems International Limited (l) (m)	Dec-31	New Zealand	100	100	100
Evergreen Packaging International Limited (l) (n)	Dec-31	New Zealand	100	100	100
Reynolds Group Issuer (New Zealand) Limited (h) (o)	Dec-31	New Zealand	100	100	100
Reynolds Packaging International Limited (l) (p)	Dec-31	New Zealand	100	100	100
Alusud Peru S.A.	Dec-31	Peru	100	100	100
Closure Systems International (Philippines), Inc.	Dec-31	Philippines	100	100	100
Graham Packaging Poland Sp. z o.o.	Dec-31	Poland	100	100	100
CSI Vostok Limited Liability Company (in liquidation) (d)	Dec-31	Russia	100	100	100
Pactiv Asia Pte Ltd	Dec-31	Singapore	100	100	100
Closure Systems International España, S.L.U.	Dec-31	Spain	100	100	100
Closure Systems International Holdings (Spain), S.A.U.	Dec-31	Spain	100	100	100
Graham Packaging Iberica S.L.	Dec-31	Spain	100	100	100

Reynolds Food Packaging Spain, S.L.U.	Dec-31	Spain	100	100	100
Evergreen Packaging (Taiwan) Co., Ltd.	Dec-31	Taiwan	100	100	100
Closure Systems International Plastik Ithalat Ihracat Sanayi Ve Ticaret Limited Sirketi	Dec-31	Turkey	100	100	100
Graham Plastpak Plastik Ambalaj Sanayi Limited Sirketi (e)	Dec-31	Turkey	—	100	—
Graham Packaging European Services Limited	Dec-31	United Kingdom	100	100	100
Graham Packaging Plastics Limited	Dec-31	United Kingdom	100	100	100
Ivex Holdings, Ltd.	Dec-31	United Kingdom	100	100	100
Ivex Plastics Limited (q)	Dec-31	United Kingdom	100	100	100
Kama Europe Limited	Dec-31	United Kingdom	100	100	100
Pactiv (Films) Limited (r)	Dec-31	United Kingdom	100	—	100
Baker's Choice Products, Inc.	Dec-31	U.S.A.	100	100	100
BCP/Graham Holdings L.L.C.	Dec-31	U.S.A.	100	100	100
Blue Ridge Holding Corp.	Dec-31	U.S.A.	100	100	100
Blue Ridge Paper Products Inc.	Dec-31	U.S.A.	100	100	100
BRPP, LLC	Dec-31	U.S.A.	100	100	100
Closure Systems International Americas, Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems International Holdings LLC	Dec-31	U.S.A.	100	100	100
Closure Systems International Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems International Packaging Machinery Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems Mexico Holdings LLC	Dec-31	U.S.A.	100	100	100
Coast-Packaging Company (California General Partnership)(b)	Dec-31	U.S.A.	50	50	50
CSI Mexico LLC	Dec-31	U.S.A.	100	100	100
CSI Sales & Technical Services Inc.	Dec-31	U.S.A.	100	100	100
Evergreen Packaging Inc.	Dec-31	U.S.A.	100	100	100
GEC Packaging Technologies LLC	Dec 31	U.S.A.	100	100	100
GPC Holdings LLC (f)	Dec-31	U.S.A.	—	100	—
GPC Opco GP LLC	Dec-31	U.S.A.	100	100	100
GPC Sub GP LLC	Dec-31	U.S.A.	100	100	100
GPC US LLC (c)	Dec-31	U.S.A.	100	—	100
Graham Packaging Acquisition Corp. (f)	Dec-31	U.S.A.	—	100	—
Graham Packaging Company Europe LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging Company Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Company, L.P.	Dec-31	U.S.A.	100	100	100
Graham Packaging Holdings Company	Dec-31	U.S.A.	100	100	100
Graham Packaging International Plastics Products Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Latin America, LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging Leasing USA LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging PET Technologies Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Plastic Products LLC (s)	Dec-31	U.S.A.	100	100	100
Graham Packaging PX Company	Dec-31	U.S.A.	100	100	100
Graham Packaging PX Holding Corporation	Dec-31	U.S.A.	100	100	100
Graham Packaging PX, LLC	Dec-31	U.S.A.	100	100	100
Pactiv International Holdings Inc.	Dec-31	U.S.A.	100	100	100
Pactiv LLC	Dec-31	U.S.A.	100	100	100
Pactiv Management Company LLC	Dec-31	U.S.A.	100	100	100
Pactiv Packaging Inc.	Dec-31	U.S.A.	100	100	100
PCA West Inc.	Dec-31	U.S.A.	100	100	100
RenPac Holdings Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Consumer Products Holdings LLC	Dec-31	U.S.A.	100	100	100
Reynolds Consumer Products LLC	Dec-31	U.S.A.	100	100	100
Reynolds Group Holdings Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Group Issuer Inc.	Dec-31	U.S.A.	100	100	100

Reynolds Group Issuer LLC	Dec-31	U.S.A.	100	100	100
Reynolds Manufacturing, Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Presto Products Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Services Inc.	Dec-31	U.S.A.	100	100	100
Southern Plastics Inc.	Dec-31	U.S.A.	100	100	100
Trans Western Polymers, Inc.	Dec-31	U.S.A.	100	100	100
Alusud Venezuela S.A. (a)	Dec-31	Venezuela	—	100	—

(a) Voluntarily liquidated/deregistered/dissolved during the year.

(b) The Group has the control and it has the power to govern the financial and operating policies of the entity.

(c) Incorporated during the year.

(d) In voluntary liquidation.

(e) Sold during the year.

(f) Merged during the year with another entity in the Group.

(g) Included as a group entity on the basis that Beverage Packaging Holdings I Limited is the manager and beneficiary of this entity.

(h) Jurisdiction changed during the year from Luxembourg.

(i) Name changed during the year from Beverage Packaging Holdings (Luxembourg) I S.A.

(j) Name changed during the year from Beverage Packaging Holdings (Luxembourg) III S.à r.l.

(k) Name changed during the year from Beverage Packaging Holdings (Luxembourg) V S.A.

(l) Jurisdiction changed during the year from Netherlands.

(m) Name changed during the year from Closure Systems International B.V.

(n) Name changed during the year from Evergreen Packaging International B.V.

(o) Name changed during the year from Reynolds Group Issuer (Luxembourg) S.A.

(p) Name changed during the year from Reynolds Packaging International B.V.

(q) Name changed during the year from Closure Systems International (UK) Limited.

(r) Company restored to the UK Register of Companies during the year.

(s) Name changed during the year from Graham Packaging Plastic Products Inc.

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Operating leases

12 Months Ended

Dec. 31, 2017

Disclosure of leases [Abstract]

Operating leases

Operating leases

Non-cancellable operating lease rentals are payable as follows:

	As of December 31,
(In $ million)	2017	2016
Less than one year	110	103
Between 1 and 5 years	244	239
More than 5 years	63	76
Total	417	418

During the year ended December 31, 2017, $133 million of operating lease expense was recognized in continuing operations in the statement of comprehensive income as a component of profit or loss (2016: $114 million; 2015: $124 million).

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Capital commitments

12 Months Ended

Dec. 31, 2017

Capital commitments [abstract]

Capital commitments

Capital commitments

As of December 31, 2017, the Group had entered into contracts to incur capital expenditures of $155 million (2016: $95 million) for the acquisition of property, plant and equipment. These commitments are expected to be settled in the following financial year.

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Contingencies

12 Months Ended

Dec. 31, 2017

Contingencies [Abstract]

Contingencies

Contingencies

Management fee

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

Security and guarantee arrangements

Certain members of the Group have entered into guarantee and security arrangements in respect of the Group's indebtedness (refer to note 16 for additional information).

Other matters

The Group is party to litigation, legal proceedings and tax examinations arising from its operations. The Group establishes provisions for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on management's assessment of the facts and circumstances now known, management does not believe any of these matters, individually or in the aggregate, will have a material adverse effect on the Group's financial position, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on the Group's financial position, results of operations or cash flows in a particular future period. As of December 31, 2017, except for amounts provided, there were no legal proceedings pending other than those for which the Group has determined that the possibility of a material outflow is remote.

As part of the agreements for the sale of various businesses, the Group has provided certain warranties and indemnities to the respective purchasers as set out in the respective sale agreements. These warranties and indemnities are subject to various terms and conditions affecting the duration and total amount of the indemnities. As of December 31, 2017, the Group is not aware of any material claims under these agreements that would give rise to an additional liability. However, if such claims arise in the future, they could have a material effect on the Group’s financial position, results of operations and cash flows.

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Condensed consolidating guarantor financial information

12 Months Ended

Dec. 31, 2017

Disclosure of separate financial statements [Abstract]

Condensed consolidating guarantor financial information

Condensed consolidating guarantor financial information

Certain of the Group's subsidiaries have guaranteed the Group's obligations under the Reynolds Notes (as defined in note 16).

The following condensed consolidating financial information presents:

(1) The condensed consolidating statements of financial position as of December 31, 2017 and 2016 and the related statements of comprehensive income and cash flows for each of the years ended December 31, 2017, 2016 and 2015 of:

a. Reynolds Group Holdings Limited, the Parent;

b. the Reynolds Notes Issuers (as defined in note 16);

c. the other guarantor subsidiaries;

d. the non-guarantor subsidiaries; and

e. the Group on a consolidated basis.

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

The condensed consolidating statements of comprehensive income and consolidating statements of cash flows for the years ended December 31, 2017, 2016 and 2015 and the condensed consolidating statements of financial position as of December 31, 2017 and 2016 reflect the current guarantor structure of the Group.

Each guarantor subsidiary is 100% owned by the Parent. The notes are guaranteed to the extent permitted by law and are subject to certain customary guarantee release provisions set forth in the indentures governing the notes on a joint and several basis by each guarantor subsidiary. Provided below are condensed consolidating statements of comprehensive income, financial position and cash flows of each of the companies listed above, together with the condensed consolidating statements of comprehensive income, financial position and cash flows of guarantor and non-guarantor subsidiaries. These have been prepared under the Group's accounting policies disclosed in note 3 which comply with IFRS with the exception of investments in subsidiaries. Investments in subsidiaries are accounted for using the equity method. The guarantor subsidiaries and non-guarantor subsidiaries are each presented on a combined basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

Condensed consolidating statement of comprehensive income

	For the year ended December 31, 2017
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Revenue	—		—		9,368		1,352		(196	)	10,524
Cost of sales	—		—		(7,259	)	(1,139	)	196		(8,202	)
Gross profit	—		—		2,109		213		—		2,322
Net other income (expenses) and share of equity method earnings, net of income tax	425		—		176		(69	)	(610	)	(78	)
Selling, marketing and distribution expenses	—		—		(247	)	(30	)	—		(277	)
General and administration expenses	—		—		(681	)	(64	)	—		(745	)
Profit (loss) from operating activities	425		—		1,357		50		(610	)	1,222
Financial income	17		567		26		65		(626	)	49
Financial expenses	(2	)	(423	)	(904	)	(47	)	626		(750	)
Net financial income (expenses)	15		144		(878	)	18		—		(701	)
Profit (loss) from continuing operations before income tax	440		144		479		68		(610	)	521
Income tax (expense) benefit	(2	)	(22	)	(34	)	(23	)	—		(81	)
Profit (loss) from continuing operations	438		122		445		45		(610	)	440
Profit (loss) from discontinued operations, net of income tax	(1	)	—		(1	)	—		1		(1	)
Profit (loss) for the year	437		122		444		45		(609	)	439
Total other comprehensive income (loss), net of income tax	257		—		253		92		(345	)	257
Total comprehensive income (loss) for the year	694		122		697		137		(954	)	696
Profit (loss) attributable to:
Equity holder of the Group - continuing operations	438		122		445		43		(610	)	438
Equity holder of the Group - discontinued operations	(1	)	—		(1	)	—		1		(1	)
Non-controlling interests	—		—		—		2		—		2
	437		122		444		45		(609	)	439
Total comprehensive income (loss) attributable to:
Equity holder of the Group - continuing operations	695		122		698		135		(955	)	695
Equity holder of the Group - discontinued operations	(1	)	—		(1	)	—		1		(1	)
Non-controlling interests	—		—		—		2		—		2
	694		122		697		137		(954	)	696

Condensed consolidating statement of financial position

	As of December 31, 2017
(In $ million)	Parent	Reynolds Notes Issuers	Other guarantor entities	Non-guarantor entities	Adjustments and eliminations		Consolidated
Assets
Cash and cash equivalents	—	—	457	160	—		617
Trade and other receivables, net	—	—	93	1,043	—		1,136
Inventories	—	—	1,225	145	—		1,370
Inter-group receivables	—	717	25	—	(742	)	—
Assets held for sale	—	—	3	141	—		144
Other assets	—	4	43	18	—		65
Total current assets	—	721	1,846	1,507	(742	)	3,332
Investments in subsidiaries	1,407	—	1,125	—	(2,532	)	—
Property, plant and equipment	—	—	2,601	322	—		2,923
Intangible assets	—	—	9,306	353	—		9,659
Inter-group receivables	9	6,763	1,609	149	(8,530	)	—
Other assets	330	282	114	42	—		768
Total non-current assets	1,746	7,045	14,755	866	(11,062	)	13,350
Total assets	1,746	7,766	16,601	2,373	(11,804	)	16,682
Liabilities
Trade and other payables	33	125	786	172	—		1,116
Borrowings	—	—	52	418	—		470
Inter-group payables	—	4	718	20	(742	)	—
Liabilities directly associated with assets held for sale	—	—	—	34	—		34
Other liabilities	6	—	257	35	—		298
Total current liabilities	39	129	1,813	679	(742	)	1,918
Borrowings	—	6,897	4,022	—	—		10,919
Inter-group liabilities	65	490	7,304	671	(8,530	)	—
Other liabilities	—	66	2,055	72	—		2,193
Total non-current liabilities	65	7,453	13,381	743	(8,530	)	13,112
Total liabilities	104	7,582	15,194	1,422	(9,272	)	15,030
Net assets	1,642	184	1,407	951	(2,532	)	1,652
Equity
Equity attributable to equity holder of the Group	1,642	184	1,407	941	(2,532	)	1,642
Non-controlling interests	—	—	—	10	—		10
Total equity	1,642	184	1,407	951	(2,532	)	1,652

Condensed consolidating statement of cash flows

	For the year ended December 31, 2017
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Net cash from (used in) operating activities	(18	)	(397	)	1,245		(136	)	146		840
Cash flows from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets	—		—		(362	)	(48	)	—		(410	)
Proceeds from sale of property, plant and equipment and other assets	—		—		5		—		—		5
Disposal of businesses, net of cash disposed	—		—		12		32		—		44
Net related party (advances) repayments	—		446		(413	)	14		(47	)	—
Related party interest received	—		131		15		—		(146	)	—
Other	—		—		2		—		—		2
Net cash from (used in) investing activities	—		577		(741	)	(2	)	(193	)	(359	)
Cash flows from (used in) financing activities
Drawdown of borrowings	—		—		—		452		—		452
Repayment of borrowings	—		(445	)	(336	)	(440	)	—		(1,221	)
Net related party borrowings (repayments)	18		265		(459	)	129		47		—
Payment of debt transaction costs	—		—		(6	)	(4	)	—		(10	)
Other	—		—		(3	)	(3	)	—		(6	)
Net cash from (used in) financing activities	18		(180	)	(804	)	134		47		(785	)

Condensed consolidating statement of comprehensive income

	For the year ended December 31, 2016
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Revenue	—		—		9,386		1,446		(186	)	10,646
Cost of sales	—		—		(7,224	)	(1,221	)	186		(8,259	)
Gross profit	—		—		2,162		225		—		2,387
Net other income (expenses) and share of equity method earnings, net of income tax	151		—		130		(64	)	(289	)	(72	)
Selling, marketing and distribution expenses	—		—		(281	)	(34	)	—		(315	)
General and administration expenses	—		—		(779	)	(76	)	—		(855	)
Profit (loss) from operating activities	151		—		1,232		51		(289	)	1,145
Financial income	17		813		29		58		(748	)	169
Financial expenses	—		(724	)	(1,041	)	(25	)	748		(1,042	)
Net financial income (expenses)	17		89		(1,012	)	33		—		(873	)
Profit (loss) from continuing operations before income tax	168		89		220		84		(289	)	272
Income tax (expense) benefit	(3	)	(33	)	(43	)	(26	)	—		(105	)
Profit (loss) from continuing operations	165		56		177		58		(289	)	167
Profit (loss) from discontinued operations, net of income tax	(6	)	—		1		—		(1	)	(6	)
Profit (loss) for the year	159		56		178		58		(290	)	161
Total other comprehensive income (loss), net of income tax	8		—		4		(85	)	81		8
Total comprehensive income (loss) for the year	167		56		182		(27	)	(209	)	169
Profit (loss) attributable to:
Equity holder of the Group - continuing operations	165		56		177		56		(289	)	165
Equity holder of the Group - discontinued operations	(6	)	—		1		—		(1	)	(6	)
Non-controlling interests	—		—		—		2		—		2
	159		56		178		58		(290	)	161
Total comprehensive income (loss) attributable to:
Equity holder of the Group - continuing operations	173		56		181		(29	)	(208	)	173
Equity holder of the Group - discontinued operations	(6	)	—		1		—		(1	)	(6	)
Non-controlling interests	—		—		—		2		—		2
	167		56		182		(27	)	(209	)	169

Condensed consolidating statement of financial position

	As of December 31, 2016
(In $ million)	Parent	Reynolds Notes Issuers	Other guarantor entities	Non-guarantor entities	Adjustments and eliminations		Consolidated
Assets
Cash and cash equivalents	—	—	757	175	—		932
Trade and other receivables, net	6	—	152	893	—		1,051
Inventories	—	—	1,090	155	—		1,245
Inter-group receivables	—	332	21	2	(355	)	—
Assets held for sale	—	—	4	22	—		26
Other assets	—	—	57	21	—		78
Total current assets	6	332	2,081	1,268	(355	)	3,332
Investments in subsidiaries	710	—	907	—	(1,617	)	—
Property, plant and equipment	—	—	2,626	384	—		3,010
Intangible assets	—	—	9,556	346	—		9,902
Inter-group receivables	13	7,266	1,059	128	(8,466	)	—
Other assets	330	258	85	37	—		710
Total non-current assets	1,053	7,524	14,233	895	(10,083	)	13,622
Total assets	1,059	7,856	16,314	2,163	(10,438	)	16,954
Liabilities
Trade and other payables	60	144	785	193	—		1,182
Borrowings	1	—	338	407	—		746
Inter-group payables	—	1	337	20	(358	)	—
Liabilities directly associated with assets held for sale	—	—	—	23	—		23
Other liabilities	5	1	314	42	—		362
Total current liabilities	66	146	1,774	685	(358	)	2,313
Borrowings	—	7,332	3,992	1	—		11,325
Inter-group liabilities	45	272	7,637	509	(8,463	)	—
Other liabilities	—	81	2,201	77	—		2,359
Total non-current liabilities	45	7,685	13,830	587	(8,463	)	13,684
Total liabilities	111	7,831	15,604	1,272	(8,821	)	15,997
Net assets	948	25	710	891	(1,617	)	957
Equity
Equity attributable to equity holder of the Group	948	25	710	882	(1,617	)	948
Non-controlling interests	—	—	—	9	—		9
Total equity	948	25	710	891	(1,617	)	957

Condensed consolidating statement of cash flows

	For the year ended December 31, 2016
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Net cash from (used in) operating activities	(46	)	(727	)	1,132		68		449		876
Cash flows from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets	—		—		(286	)	(38	)	—		(324	)
Proceeds from sale of property, plant and equipment and other assets	—		—		10		3		—		13
Disposal of businesses, net of cash disposed	—		—		149		—		—		149
Net related party (advances) repayments	—		1,811		(38	)	4		(1,777	)	—
Related party interest received	—		450		4		—		(449	)	5
Net cash from (used in) investing activities	—		2,261		(161	)	(31	)	(2,226	)	(157	)
Cash flows from (used in) financing activities
Drawdown of borrowings	—		3,152		1,348		206		—		4,706
Repayment of borrowings	—		(4,774	)	(1,450	)	(115	)	—		(6,339	)
Net related party borrowings (repayments)	45		122		(1,824	)	(120	)	1,777		—
Payment of debt transaction costs	—		(34	)	(76	)	—		—		(110	)
Other	—		—		(5	)	(1	)	—		(6	)
Net cash from (used in) financing activities	45		(1,534	)	(2,007	)	(30	)	1,777		(1,749	)

Condensed consolidating statement of comprehensive income

	For the year ended December 31, 2015
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Revenue	—		—		9,795		1,594		(211	)	11,178
Cost of sales	—		—		(7,825	)	(1,364	)	211		(8,978	)
Gross profit	—		—		1,970		230		—		2,200
Net other income (expenses) and share of equity method earnings, net of income tax	(358	)	—		110		(15	)	316		53
Selling, marketing and distribution expenses	—		—		(228	)	(34	)	—		(262	)
General and administration expenses	—		—		(668	)	(77	)	—		(745	)
Profit (loss) from operating activities	(358	)	—		1,184		104		316		1,246
Financial income	19		1,074		18		72		(1,161	)	22
Financial expenses	(15	)	(1,238	)	(1,433	)	(37	)	1,161		(1,562	)
Net financial income (expenses)	4		(164	)	(1,415	)	35		—		(1,540	)
Profit (loss) from continuing operations before income tax	(354	)	(164	)	(231	)	139		316		(294	)
Income tax (expense) benefit	(2	)	43		(68	)	(33	)	—		(60	)
Profit (loss) from continuing operations	(356	)	(121	)	(299	)	106		316		(354	)
Profit (loss) from discontinued operations, net of income tax	2,672		—		2,678		4		(2,682	)	2,672
Profit (loss) for the year	2,316		(121	)	2,379		110		(2,366	)	2,318
Total other comprehensive income (loss), net of income tax	(391	)	—		(369	)	(125	)	494		(391	)
Total comprehensive income (loss) for the year	1,925		(121	)	2,010		(15	)	(1,872	)	1,927
Profit (loss) attributable to:
Equity holder of the Group - continuing operations	(356	)	(121	)	(299	)	104		316		(356	)
Equity holder of the Group - discontinued operations	2,672		—		2,678		4		(2,682	)	2,672
Non-controlling interests	—		—		—		2		—		2
	2,316		(121	)	2,379		110		(2,366	)	2,318
Total comprehensive income (loss) attributable to:
Equity holder of the Group - continuing operations	(326	)	(121	)	(247	)	(13	)	381		(326	)
Equity holder of the Group - discontinued operations	2,251		—		2,257		(4	)	(2,253	)	2,251
Non-controlling interests	—		—		—		2		—		2
	1,925		(121	)	2,010		(15	)	(1,872	)	1,927

Condensed consolidating statement of cash flows

	For the year ended December 31, 2015
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Net cash from (used in) operating activities	(41	)	(800	)	698		(26	)	823		654
Cash flows from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets	—		—		(323	)	(58	)	—		(381	)
Purchases of short-term investments	—		—		(200	)	—		—		(200	)
Proceeds from sale of short-term investments	—		—		200		—		—		200
Proceeds from sale of property, plant and equipment and other assets	—		—		23		—		—		23
Proceeds from insurance claims	—		—		26		—		—		26
Disposal of businesses, net of cash disposed	—		—		4,168		(20	)	—		4,148
Net related party (advances) repayments	—		4,010		(9	)	12		(4,013	)	—
Proceeds from intercompany share repurchase	41		—		—		—		(41	)	—
Intercompany capital injection	—		—		(7	)	—		7		—
Related party interest received	—		803		14		6		(823	)	—
Other	—		—		3		1		—		4
Net cash from (used in) investing activities	41		4,813		3,895		(59	)	(4,870	)	3,820
Cash flows from (used in) financing activities
Drawdown of borrowings	—		—		—		150		—		150
Repayment of borrowings	—		(3,982	)	(72	)	(228	)	—		(4,282	)
Net related party borrowings (repayments)	—		(30	)	(4,022	)	39		4,013		—
Payment of debt transaction costs	—		—		(15	)	—		—		(15	)
Payment for intercompany share repurchase	—		—		(41	)	—		41		—
Proceeds from intercompany capital injection	—		—		—		7		(7	)	—
Other	—		—		(4	)	(5	)	—		(9	)
Net cash from (used in) financing activities	—		(4,012	)	(4,154	)	(37	)	4,047		(4,156	)

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Subsequent events

12 Months Ended

Dec. 31, 2017

Disclosure of events after reporting period [Abstract]

Subsequent events

Subsequent events

On January 16, 2018, the Group issued a notice of redemption for $300 million aggregate principal amount of the outstanding 6.875% Senior Secured Notes due 2021 to be repaid on February 15, 2018 at a redemption price of 101.146% plus accrued and unpaid interest.

Other than as disclosed herein, there have been no events subsequent to December 31, 2017 which would require accrual or disclosure in these consolidated financial statements.

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Significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2017

Disclosure of significant accounting policies [Abstract]

Statement of compliance

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and International Financial Reporting Interpretations Committee ("IFRIC") Interpretations as issued by the International Accounting Standards Board ("IASB").

Basis of measurement

Basis of measurement

The consolidated financial statements have been prepared under the historical cost convention except for:

• certain components of inventory which are measured at net realizable value;

• defined benefit pension plan liabilities and post-employment medical plan liabilities which are measured under the projected unit credit method; and

• certain assets and liabilities, such as derivatives, which are measured at fair value.

Information disclosed in the consolidated statement of comprehensive income, consolidated statement of changes in equity (deficit) and consolidated statement of cash flows for the current year is for the twelve month period ended December 31, 2017. Information for the comparative years is for the twelve month periods ended December 31, 2016 and December 31, 2015.

Use of estimates and judgements

Use of estimates and judgements

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

Comparative information

Comparative information

During the year ended December 31, 2015, the Group made an adjustment to correct for an error related to the overstatement of employee benefits liability. The adjustment decreased the employee benefits liability by $19 million, increased deferred tax liabilities by $7 million and increased other comprehensive income by $12 million. The adjustment had no impact on the reported profit for the period, Adjusted EBITDA or the consolidated statement of cash flows. The adjustment did not have a material impact on any current or previously reported interim or annual consolidated financial statements.

During the year ended December 31, 2015, the Group made a cumulative adjustment to correct for amortization expense that was recorded in error since January 2012 at Pactiv Foodservice. The adjustment decreased general and administration expenses and increased intangible assets by $18 million. The impact to profit (loss) for the year was an increase of $11 million in profit. The adjustment had no impact on Adjusted EBITDA or the consolidated statement of cash flows. The adjustment did not have a material impact on any current or previously reported interim or annual consolidated financial statements.

Basis of consolidation

Basis of consolidation

(a)    Subsidiaries

Subsidiaries are entities controlled by the parent of the Group. Control is achieved when the parent of the Group: has power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns from the investee. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there have been changes to one or more of these three elements of control. The financial statements of the subsidiaries are included in the consolidated financial statements from the date control commences until the date that control ceases.

The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of the acquisition, including the fair value of any contingent consideration and share-based payment awards (as measured in accordance with IFRS 2 “Share Based Payments”) of the acquiree that are mandatorily replaced as a result of the transaction. Transaction costs that the Group incurs in connection with an acquisition are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair value at the acquisition date, irrespective of the extent of any non-controlling interests. Non-controlling interests are initially recognized at their proportionate share of the fair value of the net assets acquired.

During the measurement period, an acquirer can report provisional information for a business combination if by the end of the reporting period in which the combination occurs the accounting is incomplete. The measurement period, however, ends at the earlier of when the acquirer has received all of the necessary information to determine the fair values or one year from the date of the acquisition.

(b)    Joint ventures and associates

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies, generally accompanied by a shareholding of between 20% and 50% of the voting rights. Investments in joint ventures and associates are accounted for using the equity method of accounting.

(c)    Transactions between entities under common control

Common control transactions arise between entities that are under the ultimate ownership of the common sole shareholder, Mr. Graeme Hart.

Acquisitions of businesses under common control are accounted for as follows:

• predecessor value method requires the financial statements to be prepared using predecessor book values without any step up to fair values;

• premium or discount on acquisition is calculated as the difference between the total consideration paid and the book value of the share capital of the acquired entity, and is recognized directly in equity as a component of a separate reserve; and

• the results of operations and cash flows of the acquired entity are included on a restated basis in the financial statements from the date that common control originally commenced (i.e., from the date the business was acquired by Mr. Graeme Hart) as though the entities had always been combined from the common control date forward.

(d)    Transactions eliminated on consolidation

Intra-group balances and unrealized items of income and expense arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

(e)    Transactions with non-controlling interests

The Group accounts for transactions with non-controlling interests as transactions with the equity owner of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

Functional currency

Functional currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company is New Zealand dollars ("NZ$").

Foreign currency transactions

Foreign currency transactions

Foreign currency transactions are converted into the functional currency of the entity using the exchange rates prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency of the respective entities at the exchange rate at that date.

Foreign currency transactional gains or losses are recognized in the statement of comprehensive income as a component of profit or loss, unless the underlying transaction is recognized directly in equity.

Foreign currency translations

Foreign currency translations

The results of operations and financial position of those entities that have a functional currency different from the presentation currency of the Group are translated into the Group's presentation currency as follows:

(i) assets and liabilities for each statement of financial position presented are translated at the closing exchange rate at the reporting date of the statement of financial position;

(ii) income and expense items for each profit or loss item are translated at average exchange rates;

(iii) items of other comprehensive income are translated at average exchange rates; and

(iv) all resulting exchange differences are recognized as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities are recognized as a component of equity and included in the foreign currency translation reserve. When a foreign operation is sold, such exchange differences are recognized in the statement of comprehensive income as part of the gain or loss on the sale.

Non-derivative financial instruments

Non-derivative financial instruments

Non-derivative financial instruments are comprised of cash and cash equivalents, trade and other receivables, trade and other payables and interest bearing borrowings.

A non-derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of the instrument. Non-derivative financial assets are derecognized if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset. Non-derivative financial liabilities are derecognized if the Group's obligations specified in the contract expire or are discharged or cancelled.

Non-derivative financial instruments are recognized initially at fair value, plus any directly attributable transaction costs for instruments not at fair value through profit or loss. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

Non-derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to offset exists and the Group intends to either settle the instrument net or realize the asset and liability simultaneously.

Upon initial acquisition the Group classifies its financial instruments in one of the following categories, which is dependent on the purpose for which the financial instruments were acquired or assumed.

(a)    Cash and cash equivalents

Cash and cash equivalents are comprised of cash on hand, deposits held at call with banks and other short-term highly liquid investments with maturities of less than three months. Bank overdrafts are included in borrowings and are classified as current liabilities in the statement of financial position except if repayable on demand, in which case they are included separately as a component of current liabilities. In the statement of cash flows, bank overdrafts are included as a component of cash and cash equivalents.

(b)    Loans and receivables

The Group's loans and receivables are comprised of trade and other receivables (including related party receivables) which are stated at their cost less provision for impairment.

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. Given the short-term nature of trade receivables the carrying amount is a reasonable approximation of fair value.

Other liabilities

Other liabilities

Other liabilities are comprised of all non-derivative financial liabilities that are not disclosed as liabilities at fair value through profit or loss. Other liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. The Group's other liabilities are comprised of trade and other payables and interest bearing borrowings, including those with related parties. The Group's other liabilities are measured as follows:

(i) Trade and other payables

Subsequent to initial recognition trade and other payables are stated at amortized cost using the effective interest method.

(ii) Interest bearing borrowings including related party borrowings

On initial recognition, borrowings are stated at fair value less transaction costs that are directly attributable to borrowings. Subsequent to initial recognition interest bearing borrowings are stated at amortized cost. Any difference between the amortized cost and the redemption value is recognized in the statement of comprehensive income over the period of the borrowings, using the effective interest method.

The fair value of non-derivative financial liabilities, which is determined for disclosure purposes, is calculated by discounting the future contractual cash flows at the current market interest rates that are available for similar financial instruments.

Derivative financial instruments

Derivative financial instruments

A derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of an instrument at the trade date.

All derivatives are recognized at fair value based on a valuation model which includes consideration of credit risk, where applicable, and discounts the estimated future cash flows based on the terms and maturity of each contract using forward curves and market interest rates at the reporting date. Transaction costs are expensed as incurred. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognized in the statement of comprehensive income as a component of profit or loss unless the derivative financial instrument qualifies for hedge accounting, and the Group elects to apply hedge accounting.

Derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to offset exists.

Derivative financial assets are derecognized if the Group's contractual rights to the cash flows from the instrument expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset.

Derivative financial liabilities are derecognized if the Group's obligations specified in the contract expire or are discharged or cancelled.

Embedded derivatives are separated from the host contract and accounted for separately if the following conditions are met:

(i) the economic characteristics and risks of the host contract and the embedded derivative are not closely related;

(ii) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and

(iii) the combined instrument is not measured at fair value through profit or loss.

At the time of initial recognition of the embedded derivative an equal adjustment is also recognized against the host contract. The adjustment against the host contract is amortized over the remaining life of the host contract using the effective interest method.

Any embedded derivatives that are separated are measured at fair value with changes in fair value recognized through net financial expenses in the statement of comprehensive income as a component of profit or loss.

Inventories

Inventories

(a)    Raw materials, work in progress and finished goods

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

The fair value of inventory acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale.

(b)    Engineering and maintenance materials

Engineering and maintenance materials (representing either critical or long order components) are measured at the lower of cost and net realizable value. The cost of these inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Net realizable value is determined with reference to the cost of replacement of such items in the ordinary course of business compared to the current market prices.

Property, plant and equipment

Property, plant and equipment

(a)    Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor and any other costs directly attributable to bringing the asset to a working condition for its intended use. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.

Property, plant and equipment acquired in a business combination is recorded at fair value, which is based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion. The market value of items of property, plant and equipment is based on the quoted market prices for similar items where available or based on the assessment of appropriately qualified independent valuers.

(b)    Assets under construction

Assets under construction are transferred to the appropriate asset category when they are ready for their intended use. Assets under construction are not depreciated but tested for impairment at least annually or when there is an indication of impairment.

(c)    Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within that part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(d)    Depreciation

Land is not depreciated. Depreciation on other assets is recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the estimated useful life of the asset.

The estimated useful lives for the material classes of property, plant and equipment are as follows:

• Buildings                20 to 50 years

• Plant and equipment            3 to 25 years

• Furniture and fixtures            3 to 20 years

Depreciation methods, useful lives and residual values are reassessed on an annual basis.

Gains and losses on the disposal of items of property, plant and equipment are determined by comparing the proceeds at the time of disposal with the net carrying amount of the asset.

Leases

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Upon initial recognition the finance leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. The corresponding liability to the lessor is included in borrowings as a finance lease obligation. Subsequent to initial recognition the liability is accounted for at amortized cost using the effective interest method and the asset is accounted for in accordance with the accounting policy applicable to that asset.

Minimum lease payments made under finance leases are apportioned between the finance charges and the reduction of the outstanding liability. The finance charges which are recognized in the statement of comprehensive income as a component of profit or loss are allocated to each period during the lease term so as to reflect a constant rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for in the periods in which the payments are incurred.

Payments made under operating leases are recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the terms of the lease, except when another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. Contingent lease payments arising under operating leases are recognized as an expense in the period in which the payments are incurred. Presently, all payments under operating leases are recognized on a straight-line basis over the term of the lease in the statement of comprehensive income.

In the event that lease incentives are received to enter into an operating lease, such incentives are deferred and recognized as a liability. The aggregated benefits of the lease incentives are amortized as a reduction to the lease expenses on a straight-line basis, except when another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

Goodwill

Goodwill

Goodwill arises on the acquisition of subsidiaries and business operations and is recognized at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer's previously-held equity interest in the acquiree over the fair value of the identifiable net assets recognized. Goodwill is allocated to the operations that are expected to benefit from the business combination in which the goodwill arose after the allocation of purchase consideration is finalized.

Goodwill is not amortized. Goodwill is measured at cost less accumulated impairment losses and is tested at least annually for impairment. Goodwill is monitored for impairment testing at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management purposes.

Intangible assets other than goodwill

Trademarks

Trademarks are measured at cost less accumulated amortization and accumulated impairment losses. Trademarks acquired in a business combination are initially measured at fair value based on the discounted estimated royalty payments that have been avoided as a result of owning the trademark. Certain acquired trademarks are considered indefinite life intangible assets as they represent the value accumulated in the brand which is expected to continue indefinitely into the future and are recognized at cost less accumulated impairment losses.

(c)    Customer relationships

Customer relationships represent the value attributable to purchased long-standing business relationships which have been cultivated over the years with customers. Customer relationships acquired in a business combination are initially recognized at fair value based on the discounted cash flows expected to be derived from the relationship. Customer relationships are amortized using the straight-line method over the estimated remaining useful lives of the relationships, which are based on customer attrition rates and projected cash flows.

(d)    Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technological knowledge and understanding, is recognized in the statement of comprehensive income as a component of profit or loss as incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technologically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labor and overhead costs that are directly attributable to preparing the asset for its intended use. Intangible assets arising from development activities are measured at cost less accumulated amortization and accumulated impairment losses. Other development expenditure that does not qualify for capitalization is recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(e)    Other intangible assets

Other intangible assets comprise permits, software, technology and patents. Other intangible assets that have finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses. Other intangible assets that have indefinite useful lives are carried at cost less accumulated impairment losses.

(f)    Subsequent costs

Subsequent costs with respect to intangible assets are capitalized only when the expenditure increases the future economic benefits embodied in the specific asset to which the expenditure relates and it can be reliably measured. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(g)    Amortization

Amortization is recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and indefinite life intangibles, from the date that the intangible assets are available for use.

The estimated useful lives for the material classes of amortizable intangible assets are as follows:

• Trademarks             5 to 15 years

• Customer relationships            6 to 25 years

• Software/technology            3 to 15 years

• Patents             5 to 14 years

Impairment

Impairment

The carrying amounts of the Group's assets are reviewed regularly and at least annually to determine whether there is any objective evidence of impairment. An impairment loss is recognized whenever the carrying amount of an asset, cash generating unit ("CGU") or group of CGUs exceeds its recoverable amount. Impairment losses directly reduce the carrying amount of assets and are recognized in the statement of comprehensive income as a component of profit or loss.

(a)    Impairment of loans and receivables

The Group's loans and receivables that are carried at amortized cost are assessed for impairment using the present value of estimated future cash flows. Long duration receivables are discounted using their original effective interest rate, while short duration receivables are not discounted.

Impairment is assessed on all instruments that are considered individually significant, based on that specific instrument's exposure. For trade receivables that are not individually significant, impairment is assessed on a portfolio basis, utilizing historical loss experiences on similarly aged portfolios.

The criteria that the Group uses to determine whether there is objective evidence of an impairment loss include:

• significant financial difficulty of the issuer or obligor;

• a breach of contract, such as default or delinquency with respect to interest or principal repayment; or

• observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio.

Non-financial assets

Non-financial assets

The carrying amounts of the Group's non-financial assets, including goodwill and indefinite life intangible assets, are reviewed at least annually to determine whether there is any indication of impairment. If any such indicators exist then the asset's or CGU's recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, recoverable amounts are estimated at least annually and whenever there is an indication that they may be impaired.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. A CGU is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognized in the statement of comprehensive income as a component of profit or loss. Impairment losses recognized with respect to a segment are allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amount of the other non-financial assets in the CGU on a pro rata basis.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. In assessing the fair value less costs to sell for goodwill and certain trademarks, the forecasted future Adjusted EBITDA (as defined in note 5) to be generated by the asset or segment being assessed is multiplied by a relevant market indexed multiple ("earnings multiple"). The fair value less cost to sell of the Reynolds® and Hefty® trademarks is first evaluated at the trademark level using the relief from royalty method. If no indication of impairment is identified, no further measurement is required. If the relief from royalty method indicates a possible impairment, the trade name is tested at the branded CGU level. Fair value at the branded CGU level would be determined based on estimated future cash flows that are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU.

Indefinite life intangible assets other than goodwill and the Reynolds® and Hefty® trademarks discussed above consist primarily of the Graham Packaging trademark and permits associated with various production plants. The fair value less cost to sell for other indefinite life intangible assets are evaluated at the applicable CGU level.

With respect to assets other than goodwill, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's revised carrying amount will not exceed the net carrying amount that would have been determined if no impairment loss had been recognized.

Assets and liabilities classified as held for sale and discontinued operations

Assets and liabilities classified as held for sale and discontinued operations

(a)    Assets and liabilities classified as held for sale

Assets (or disposal groups comprised of assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. They are stated at the lower of carrying amount and fair value less costs to sell. Upon reclassification the Group ceases to depreciate or amortize non-current assets classified as held for sale. Impairment losses on initial classification of an asset to being held for sale and subsequent gains or losses on remeasurement are recognized in the statement of comprehensive income as a component of profit or loss. Gains are not recognized in excess of any prior cumulative impairment losses.

(b)    Discontinued operations

A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operation that has been disposed of or is held for sale, or is a subsidiary or business acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is revised as if the operation had been discontinued from the start of the earliest comparative period.

Employee benefits

Employee benefits

(a)    Pension obligations

The Group operates various defined contribution and defined benefit plans.

(i)    Defined contribution plans

A defined contribution plan is a plan under which the employee and the Group pay fixed contributions to a separate entity. The Group has no legal or constructive obligation to pay further contributions in relation to an employee's service in the current and prior years. The Group's contributions are recognized in the statement of comprehensive income as a component of profit or loss as incurred.

(ii)    Defined benefit plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on factors such as age, years of service and compensation.

The Group's net obligation with respect to defined benefit plans is calculated separately for each plan by estimating the amount of the future benefits that employees have earned in return for their service in the current and prior years. These benefits are then discounted to determine the present value of the Group's obligations. The discount rate used is the yield on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have maturity dates approximating the terms of the Group's obligations. The Group's net obligation is then determined with reference to the fair value of the plan assets (if any). The calculations are performed by qualified actuaries using the projected unit credit method.

Remeasurements of the net defined benefit liability, which include actuarial gains and losses and the return on plan assets (excluding calculated interest) are recognized in the period of remeasurement in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the beginning net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other plan expenses are recognized in profit or loss.

Past service costs are recognized as an expense in profit or loss at the earlier of the plan amendment or curtailment, or when the related restructuring or termination benefits are recognized.

The Group also participates in a limited number of multi-employer pension plans. To the extent that sufficient information is not available to use defined benefit plan accounting, the Group accounts for its participation in the multi-employer plan as if it were a defined contribution plan.

(b)    Short-term employee benefits

Short-term employee benefits are measured on an undiscounted basis and are expensed in the statement of comprehensive income as a component of profit or loss as the related services are provided. A provision is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans and outstanding annual leave balances if the Group has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee and the obligation can be estimated reliably.

(c)    Post-employment medical plans

In certain jurisdictions the Group sponsors a number of defined benefit medical plans for certain existing employees and retirees. Typically these plans are unfunded and define a level of medical care that the individual will receive.

The Group's net obligation is calculated separately for each plan by estimating the current and future use of these services by eligible employees and the current and expected future medical costs associated with such services, which are discounted to determine their present value. The discount rate used is the yield on bonds that are denominated in the currency and jurisdiction in which the benefits will be paid and that have maturity dates approximating the terms of the Group's obligations. The calculations are performed by qualified actuaries using the projected unit credit method with the use of mortality tables published by government agencies.

Past service costs are recognized in the statement of comprehensive income as a component of profit or loss in the current year.

(d)    Termination benefits

Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date. Termination benefits for voluntary redundancies are recognized if the Group has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted and the number of acceptances can be estimated reliably.

Measurement of obligations under defined benefit plans

The Group operates a number of defined benefit pension plans. Amounts recognized under these plans are determined using actuarial methods. These actuarial valuations involve assumptions regarding discount rates, expected salary increases and life expectancy. These assumptions are reviewed at least annually and reflect estimates as of the measurement date.

Any change in these assumptions will impact the amounts reported in the statements of financial position, as well as net pension expense or income that may be recognized in future years.

Provisions

Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic resources will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision for the passage of time is recognized in financial expenses in the statement of comprehensive income as a component of profit or loss.

(a)    Legal

The Group is subject to litigation in the ordinary course of operations. Provisions for legal claims are recognized when estimated costs associated with settling current legal proceedings are considered probable. Provisions may include estimated legal and other fees associated with settling these claims.

(b)    Restructuring

A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been publicly announced. Business closure and rationalization provisions can include such items as employee severance or termination pay, site closure costs and onerous leases. No provision is made for future operating costs.

(c)    Asset retirement obligations

A provision for decommissioning costs is recognized when the Group has an obligation to fulfill certain requirements upon the disposal of particular assets.

Self-insured employee obligations

Self-insured employee obligations

(a)    Self-insured employee workers' compensation

The Group is self-insured with respect to its workers' compensation obligations in the United States. As a component of its self-insured status the Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for companies of similar size. As of December 31, 2017, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities (based on the Group's historical claims) relating to these claims are included in provisions.

(b)    Self-insured employee health insurance

The Group is self-insured for certain employee health insurance. The Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for companies of similar size. As of December 31, 2017, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities (based on the Group's historical claims) relating to these claims are included in employee benefits.

Equity

Equity

(a)    Share capital

Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

(b)    Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations from their functional currencies to the Group's presentation currency.

(c)    Other reserves

The other reserves comprise balances resulting from transactions between entities under common control and remeasurement gains and losses arising on defined benefit plans.

In accordance with the Group's accounting policy for transactions between entities under common control (refer to note 3.1(c)), the Group has recognized in other reserves the difference between the total consideration paid for the businesses acquired and the book value of the share capital of the parent companies acquired for the transactions which occurred on November 5, 2009, May 4, 2010 and September 1, 2010.

Revenue

Revenue

Revenue consists primarily of the sale of goods and is measured at the fair value of the consideration received or receivable net of returns and allowances, trade discounts, volume rebates and other customer incentives. Revenue is recognized when the significant risks and rewards of ownership have been substantially transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.

Transfers of risks and rewards of ownership vary depending on the individual terms of the contract of sale and occur either upon shipment of the goods or upon receipt of the goods and/or their installation at a customer location.

Financial income and expenses

Financial income and expenses

Financial income is comprised of interest income, foreign currency gains and gains on derivative financial instruments in respect of financing activities that are recognized in the statement of comprehensive income as a component of profit or loss. Interest income is recognized as it accrues using the effective interest method.

Financial expenses are comprised of interest expense, amortization of capitalized transaction costs, foreign currency losses, losses on early extinguishment of debt, borrowing costs not qualifying for capitalization and losses on derivative financial instruments with respect to financing activities that are recognized in the statement of comprehensive income as a component of profit or loss.

Income taxes

Income tax

Income tax expense is comprised of current and deferred tax. Income tax expense is recognized in the statement of comprehensive income as a component of profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case it is recognized with the associated items on a net basis.

Current tax is the expected tax payable (refundable) on the taxable income for the year using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable (refundable) with respect to previous years.

Deferred tax is recognized using the balance sheet method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future and the Group is in a position to control the timing of the reversal of the temporary differences. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date.

Deferred tax assets are recognized when the Group considers it more likely than not that the deferred tax asset will be recoverable. In determining if a deferred tax asset is recoverable, the Group considers the adequacy of future taxable income, including the reversal of taxable temporary differences, forecasted earnings, and available tax planning strategies. The recoverability of deferred tax assets is reviewed at each reporting date.

Deferred income tax assets and liabilities of the same taxing jurisdiction are netted in the consolidated statement of financial position only to the extent that there is a legally enforceable right to offset current tax assets and current tax liabilities, the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxing authority and are expected to be settled on a net basis or realized simultaneously.

For subsidiaries in which the earnings are not considered to be permanently reinvested, the additional tax consequences of future dividend distributions are provided for in the consolidated statement of financial position.

Income taxes

Determining the Group's worldwide income tax provision and income tax liability requires significant judgment and the use of accounting estimates and assumptions, some of which are highly uncertain. Each taxing jurisdiction's laws are complex and subject to differing interpretations by the taxpayer and the respective taxing authorities. Significant judgment is required in evaluating the Group's tax positions, including evaluating uncertainties. To the extent actual results differ from these estimates in future periods and depending on the tax strategies that the Group may implement, the Group's financial position may be directly affected.

Sales tax, value added tax and goods and services tax

Sales tax, value added tax and goods and services tax

All amounts (including cash flows) are shown exclusive of sales tax, value added tax ("VAT") and goods and services tax ("GST") to the extent the taxes are reclaimable, except for receivables and payables that are stated inclusive of sales tax, VAT and GST.

New and revised accounting standards and interpretations

New and revised accounting standards and interpretations

(a)Interpretations and amendments to existing standards effective in 2017

In January 2016, the IASB issued an amendment to IAS 7, “Statement of Cash Flows” (“IAS 7”). The amendment clarifies that entities shall provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendment to IAS 7 is effective for annual periods beginning on or after January 1, 2017. The Group has evaluated the disclosure requirements of the amendment and has provided additional disclosures in note 16.

There have been no other interpretations or amendments to existing standards effective in 2017 that have an impact on the Group's financial statements.

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

The following standards and amendments to existing standards are not yet effective for the year ended December 31, 2017, and have not been applied in preparing these consolidated financial statements:

In June 2017, the IASB issued IFRIC Interpretation 23, “Uncertainty over Income Tax Treatments.” IFRIC 23 is to be applied while performing the determination of taxable profit or loss, tax bases, unused tax losses, unused tax credits and tax rates when there is uncertainty over income tax treatments under IAS 12. According to IFRIC 23, companies need to determine the probability of the relevant tax authority accepting each tax treatment, or group of tax treatments, that the companies have used or plan to use in their income tax filing which has to be considered to compute the most likely amount or the expected value of the tax treatment when determining taxable profit or loss, tax bases, unused tax losses, unused tax credits and tax rates. The interpretation is effective for annual periods beginning on or after January 1, 2019, although early adoption is permitted. The adoption of this interpretation is not expected to have a material impact on the Group's consolidated financial statements.

In January 2016, the IASB issued IFRS 16 “Leases.” The new standard supersedes IAS 17 "Leases" and related interpretations, and its objective is to ensure that lessees and lessors provide relevant information in a manner that faithfully represents those transactions. IFRS 16 introduces a single lessee accounting model whereby a lessee is required to record a right-to-use asset for all leases with a term that is greater than 12 months, unless the underlying asset is of low value, and a lease liability, and the subsequent amortization of the right-to-use asset over the lease term. As IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17, a lessor will continue to classify its leases as operating leases or finance leases and to account for those two types of leases differently. IFRS 16 is effective from January 1, 2019, with early adoption allowed only if IFRS 15 "Revenue from Contracts with Customers" is also adopted. The Group is currently assessing the impact of adopting IFRS 16.

In July 2014, the IASB issued the final version of IFRS 9 “Financial Instruments.” IFRS 9 replaces the guidance in International Accounting Standard ("IAS") 39 “Financial Instruments: Recognition and Measurement” and contains revised requirements in relation to the classification, measurement and presentation of financial instruments, including derivatives. It also includes guidance on hedge accounting and impairment testing of financial instruments. IFRS 9 will be effective for periods beginning on or after January 1, 2018. The adoption of this new standard is not expected to have a material impact on the Group's financial statements.

In May 2014, the IASB issued IFRS 15 “Revenue from Contracts with Customers.” IFRS 15 contains a revised revenue recognition framework. The effective date of the new standard is January 1, 2018. The Group is completing its evaluation of the impact of this new standard, particularly with respect to revenue streams for customer specific goods. The impact of the adoption of IFRS 15 will not have a material impact on the Group’s financial statements. The Group will adopt IFRS 15 under the modified retrospective transition method, with no change to the comparative financial information. The cumulative impact of the transition adjustment will be recognized in the statement of financial position as of January 1, 2018. Under this transition method, the Group will provide supplemental additional disclosure to highlight the impact of IFRS 15. The Group is continuing to evaluate the new disclosure requirements contained in IFRS 15.

Description of accounting policy for impairment of assets

Impairment of assets

(a)    Goodwill and indefinite life intangible assets

Determining whether goodwill is impaired requires estimation of the recoverable values of a segment, which is the lowest level within the Group at which goodwill is monitored for internal management purposes. Determining whether indefinite life intangible assets are impaired requires estimation of the recoverable values of a CGU or group of CGUs to which these assets have been allocated. Recoverable values have been based on the higher of fair value less costs to sell and value in use (as appropriate for the asset being reviewed). Significant judgment is involved with estimating the fair value of a segment. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the segment and a suitable discount rate in order to calculate present value. Details regarding the carrying amount of goodwill and indefinite life intangible assets and the assumptions used in impairment testing are provided in note 14.

(b)    Other assets

Other assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A change in the Group's intended use of certain assets, such as a decision to rationalize manufacturing locations, may trigger a future impairment.

Description of accounting policy for deferred income tax

Realization of deferred tax assets

Deferred tax assets represent deductions available to reduce taxable income in future years. The Group evaluates the recoverability of deferred tax assets by assessing the adequacy of future taxable income, including reversal of taxable temporary differences, forecasted earnings and available tax planning strategies. The forecasts of future taxable income rely heavily on the use of estimates. The Group recognizes deferred tax assets when the Group considers it more likely than not that the deferred tax asset will be recoverable.

Promotional and trade allowances

Promotional and trade allowances

In arriving at net sales, the Group estimates the amount of deductions from sales that are likely to be earned or taken by customers in conjunction with incentive programs or the amount of consumer incentives to be utilized. These incentives include volume rebates and early payment discounts for consumer programs. In addition, in certain of its businesses, the Group pays slotting fees and participates in customer pricing programs that provide price discounts to the ultimate end-users of its products in the form of redeemable coupons. Estimates for each of these programs are based on historical and current market trends which are affected by the business seasonality and competitiveness of promotional programs being offered. Estimates are reviewed quarterly for possible revisions.

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Significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of significant accounting policies [Abstract]

Disclosure of detailed information about exchange rates

The following significant exchange rates applied during the year:

	Average rate for the year ended December 31,			As of December 31,
	2017	2016	2015	2017	2016
1 €	1.13	1.11	1.11	1.19	1.06
10 MXN	0.53	0.54	0.63	0.51	0.48
1 NZ$	0.71	0.70	0.70	0.71	0.70
1 CA$	0.77	0.75	0.78	0.80	0.74

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Segment reporting (Tables)

12 Months Ended

Dec. 31, 2017

Operating Segments [Abstract]

Disclosure of operating segments

Business segment reporting

	For the year ended December 31, 2017
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Total external revenue	2,807		3,237		2,147		1,448		885		—		10,524
Total inter-segment revenue	152		492		—		114		16		(774	)	—
Total segment revenue	2,959		3,729		2,147		1,562		901		(774	)	10,524
Gross profit	853		721		323		276		155		(6	)	2,322
Expenses and other income	(283	)	(319	)	(188	)	(79	)	(103	)	(128	)	(1,100	)
Earnings before interest and tax (“EBIT”) from continuing operations	570		402		135		197		52		(134	)	1,222
Financial income													49
Financial expenses													(750	)
Profit (loss) from continuing operations before income tax													521
Income tax (expense) benefit													(81	)
Profit (loss) from continuing operations													440
Earnings before interest and tax (“EBIT”) from continuing operations	570		402		135		197		52		(134	)	1,222
Depreciation and amortization from continuing operations	86		205		257		59		66		1		674
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	656		607		392		256		118		(133	)	1,896

	For the year ended December 31, 2017
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice	Graham Packaging		Evergreen	Closures	Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	656		607	392		256	118	(133	)	1,896
Included in EBITDA:
Asset impairment charges, net of reversals	—		36	7		—	2	—		45
(Gain) loss on sale or disposal of businesses and non-current assets	—		11	(6	)	—	6	(1	)	10
Non-cash pension expense, net of settlement gain	—		—	—		—	—	58		58
Operational process engineering-related consultancy costs	3		12	—		—	—	—		15
Related party management fee	—		—	—		—	—	31		31
Restructuring costs, net of reversals	5		8	4		2	4	—		23
Other	(4	)	3	—		—	1	—		—
Adjusted EBITDA from continuing operations	660		677	397		258	131	(45	)	2,078
Segment assets (excluding intercompany balances)	4,122		4,743	4,430		1,163	1,147	1,077		16,682
Included in segment assets are:
Additions to property, plant and equipment	55		104	136		63	31	3		392
Additions to intangible assets	2		2	4		3	—	1		12
Segment liabilities (excluding intercompany balances)	596		881	814		386	255	12,098		15,030

	For the year ended December 31, 2016
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Total external revenue	2,790		3,254		2,223		1,467		912		—		10,646
Total inter-segment revenue	146		494		—		113		16		(769	)	—
Total segment revenue	2,936		3,748		2,223		1,580		928		(769	)	10,646
Gross profit	873		691		335		315		173		—		2,387
Expenses and other income	(307	)	(333	)	(202	)	(88	)	(108	)	(204	)	(1,242	)
Earnings before interest and tax (“EBIT”) from continuing operations	566		358		133		227		65		(204	)	1,145
Financial income													169
Financial expenses													(1,042	)
Profit (loss) from continuing operations before income tax													272
Income tax (expense) benefit													(105	)
Profit (loss) from continuing operations													167
Earnings before interest and tax (“EBIT”) from continuing operations	566		358		133		227		65		(204	)	1,145
Depreciation and amortization from continuing operations	92		223		269		57		65		1		707
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	658		581		402		284		130		(203	)	1,852

	For the year ended December 31, 2016
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	658		581		402		284		130		(203	)	1,852
Included in EBITDA:
Asset impairment charges, net of reversals	—		28		11		—		6		—		45
Non-cash change in multi-employer pension plan withdrawal liability	—		(1	)	—		(10	)	—		—		(11	)
Non-cash pension expense, net of settlement gain	—		—		—		—		—		124		124
Operational process engineering-related consultancy costs	—		21		—		—		—		—		21
Related party management fee	—		—		—		—		—		40		40
Restructuring costs, net of reversals	—		31		12		1		5		—		49
Unrealized (gain) loss on derivatives	(8	)	(7	)	—		(3	)	(2	)	—		(20	)
Other	—		9		(4	)	(2	)	(1	)	1		3
Adjusted EBITDA from continuing operations	650		662		421		270		138		(38	)	2,103
Segment assets (excluding intercompany balances)	4,047		4,797		4,489		1,130		1,195		1,296		16,954
Included in segment assets are:
Additions to property, plant and equipment	43		85		109		73		28		2		340
Additions to intangible assets	1		—		2		1		—		—		4
Segment liabilities (excluding intercompany balances)	808		1,215		1,028		411		254		12,281		15,997

	For the year ended December 31, 2015
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Total external revenue	2,796		3,414		2,447		1,553		968		—		11,178
Total inter-segment revenue	173		544		—		100		14		(831	)	—
Total segment revenue	2,969		3,958		2,447		1,653		982		(831	)	11,178
Gross profit	743		620		364		310		164		(1	)	2,200
Expenses and other income	(237	)	(177	)	(207	)	(79	)	(92	)	(162	)	(954	)
Earnings before interest and tax (“EBIT”) from continuing operations	506		443		157		231		72		(163	)	1,246
Financial income													22
Financial expenses													(1,562	)
Profit (loss) from continuing operations before income tax													(294	)
Income tax (expense) benefit													(60	)
Profit (loss) from continuing operations													(354	)
Earnings before interest and tax (“EBIT”) from continuing operations	506		443		157		231		72		(163	)	1,246
Depreciation and amortization from continuing operations	96		211		282		57		68		—		714
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	602		654		439		288		140		(163	)	1,960

	For the year ended December 31, 2015
(In $ million)	Reynolds Consumer Products		Pactiv Foodservice		Graham Packaging		Evergreen		Closures		Corporate / Unallocated		Total
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	602		654		439		288		140		(163	)	1,960
Included in EBITDA:
Asset impairment charges, net of reversals	—		6		7		—		4		—		17
Non-cash pension expense	—		—		—		—		—		65		65
Operational process engineering-related consultancy costs	—		18		—		—		—		—		18
Related party management fee	—		—		—		—		—		59		59
Restructuring costs, net of reversals	—		1		1		—		7		—		9
Unrealized (gain) loss on derivatives	(21	)	(77	)	(1	)	(3	)	(4	)	—		(106	)
Other	—		—		(1	)	(3	)	—		1		(3	)
Adjusted EBITDA from continuing operations	581		602		445		282		147		(38	)	2,019

Disclosure of geographical areas

The Group's revenue from external customers from continuing operations and information about its segment assets (total non-current assets excluding financial instruments, non-current receivables and deferred tax assets) by geographic origin are detailed below. In presenting information on a geographic basis, revenue and assets have been reported based on the location of the business operations.

(In $ million)	United States	Remaining North American Region	Asia	Europe	South America	Other	Total
Total external revenue
For the year ended December 31, 2017	8,962	632	449	319	152	10	10,524
For the year ended December 31, 2016	9,006	620	462	383	164	11	10,646
For the year ended December 31, 2015	9,376	686	480	423	196	17	11,178
Non-current assets
As of December 31, 2017	11,861	279	179	213	79	74	12,685
As of December 31, 2016	12,102	272	231	288	92	20	13,005

Disclosure of products and services

Supplemental information on net sales by major product line for continuing operations is set forth below:

	For the year ended December 31,
(In $ million)	2017		2016		2015
Foodservice packaging	3,729		3,748		3,958
Food and beverage plastic containers	1,487		1,541		1,704
Waste and storage products	1,157		1,166		1,205
Cooking products	1,071		1,060		1,060
Caps and closures	901		928		982
Carton packaging	774		809		835
Non-food plastic containers	660		682		743
Tableware	731		710		704
Liquid packaging board	453		414		443
Paper products	335		357		375
Inter-segment eliminations	(774	)	(769	)	(831	)
Total revenue	10,524		10,646		11,178

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Net other income (expenses) (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of other operating income (expense) [Abstract]

Disclosure of other operating income (expense)

Net other income (expenses)

	For the year ended December 31,
(In $ million)	2017		2016		2015
Asset impairment charges, net of reversals	(45	)	(45	)	(17	)
Gain (loss) on sale or disposal of businesses and non-current assets	(11	)	(4	)	3
Net foreign currency exchange gains (losses)	(2	)	(10	)	12
Related party management fee (refer to note 21)	(31	)	(40	)	(59	)
Unrealized gain (loss) on derivatives (refer to note 20)	—		18		114
Other	11		9		—
Net other income (expenses)	(78	)	(72	)	53

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Discontinued operations and assets and liabilities held for sale (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of non-current assets held for sale and discontinued operations [Abstract]

Disclosure of detailed information on discontinued operations

Based on the sale proceeds, the related book values of the net assets disposed of and the effect of the reclassification of foreign exchange, the pre-tax gain on sale of SIG was $2,903 millionfor the year ended December 31, 2015 as detailed below:

(In $ million)	For the year ended December 31, 2015
Cash proceeds received	4,233
Disposal costs	(5	)
Net proceeds received	4,228
Contingent consideration receivable	169
Indemnification reserve	(12	)
Details of net assets disposed of:
Cash and cash equivalents, net of bank overdrafts	84
Trade and other receivables, net	204
Current tax assets	3
Inventories	191
Deferred tax assets	33
Property, plant and equipment	795
Intangible assets	982
Investment in associates and joint ventures	112
Other current and non-current assets	177
Trade and other payables	(278	)
Current tax liabilities	(52	)
Deferred tax liabilities	(61	)
Provisions and employee benefits	(192	)
Other current and non-current liabilities	(64	)
Net assets disposed of	1,934
Gain on sale before reclassification of foreign currency translation reserve	2,451
Reclassification of foreign currency translation reserve	452
Gain on remeasurement or disposal	2,903

The results of SIG have been presented as discontinued operations for all years presented. The results and cash flows of the discontinued operations are detailed below:

	For the year ended December 31,
(In $ million)	2017		2016		2015
Results of discontinued operations
Revenue	—		—		334
Expenses	—		—		(507	)
Profit (loss) before income tax	—		—		(173	)
Income tax expense	—		—		(6	)
Profit (loss) from discontinued operations prior to gain on disposal	—		—		(179	)
Gain (loss) on remeasurement or disposal	(1	)	(6	)	2,903
Tax expense on disposal	—		—		(52	)
Gain (loss) on remeasurement or disposal, net of tax	(1	)	(6	)	2,851
Profit (loss) from discontinued operations	(1	)	(6	)	2,672
Cash flows from (used in) discontinued operations
Net cash from (used in) operating activities	—		(7	)	(16	)
Net cash used in investing activities	—		—		(27	)
Net cash used in financing activities	—		—		—
Net cash from (used in) discontinued operations	—		(7	)	(43	)

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Financial income and expenses (Tables)

12 Months Ended

Dec. 31, 2017

Analysis of income and expense [abstract]

Disclosure of detailed information about financial income (cost)

Financial income and expenses

	For the year ended December 31,
(In $ million)	2017		2016		2015
Interest income	3		5		3
Interest income on related party loans (refer to note 21)	17		17		19
Net gain in fair value of derivatives	29		134		—
Net foreign currency exchange gain	—		13		—
Financial income	49		169		22
Interest expense:
Securitization Facility	(13	)	(9	)	(8	)
Credit Agreement	(146	)	(119	)	(110	)
Reynolds Notes:
7.125% Senior Secured Notes due 2019	—		(26	)	(57	)
7.875% Senior Secured Notes due 2019	—		(27	)	(64	)
5.750% Senior Secured Notes due 2020	(186	)	(186	)	(186	)
6.875% Senior Secured Notes due 2021	(44	)	(65	)	(69	)
Floating Rate Senior Secured Notes due 2021	(35	)	(16	)	—
5.125% Senior Secured Notes due 2023	(82	)	(41	)	—
8.500% Senior Notes due 2018	—		(28	)	(63	)
9.000% Senior Notes due 2019	—		(28	)	(73	)
9.875% Senior Notes due 2019	—		(83	)	(147	)
8.250% Senior Notes due 2021	(4	)	(75	)	(82	)
7.000% Senior Notes due 2024	(56	)	(29	)	—
2013 Notes:
5.625% Senior Notes due 2016	—		(30	)	(36	)
6.000% Senior Subordinated Notes due 2017	—		(18	)	(35	)
Pactiv Notes:
8.125% Debentures due 2017	(11	)	(24	)	(24	)
6.400% Notes due 2018	(1	)	(1	)	(1	)
7.950% Debentures due 2025	(22	)	(22	)	(22	)
8.375% Debentures due 2027	(17	)	(17	)	(17	)
Amortization of:
Transaction costs	(17	)	(28	)	(33	)
Fair value adjustment of acquired notes	1		2		2
Embedded derivatives	7		8		9
Net loss in fair value of derivatives	—		—		(198	)
Net foreign currency exchange loss	(44	)	—		(32	)
Loss on extinguishment of debt(a)(b)(c)	(67	)	(168	)	(305	)
Other	(13	)	(12	)	(11	)
Financial expenses	(750	)	(1,042	)	(1,562	)
Net financial expenses	(701	)	(873	)	(1,540	)

(a) The 2017 loss on extinguishment of debt included $56 million related to the write-off of unamortized transaction costs and embedded derivatives arising from the repurchase of the 8.250% Senior Notes, the Credit Agreement refinancing and the 2017 Securitization Facility refinancing as well as $11 million of redemption premiums related to the repurchase of the 8.250% Senior Notes and 5.750% Senior Secured Notes due 2020.

(b) The 2016 loss on extinguishment of debt included $125 million of redemption premiums and tender fees related to the repurchase of certain senior secured notes and senior notes using the proceeds from the issuance of the 5.125% Senior Secured Notes due 2023, the Floating Rate Senior Secured Notes due 2021 and the 7.000% Senior Notes due 2024, available cash and additional borrowings under the previous Securitization Facility. Also included is $43 million related to the write-off of unamortized transaction costs and embedded derivatives arising from the repurchase of these notes.

(c) The 2015 loss on extinguishment of debt included $296 million related to the write-off of unamortized transaction costs, embedded derivatives, repayment premiums and transaction costs arising from the repayment of certain amounts of senior secured notes and senior notes using the proceeds from the sale of SIG as well as the credit agreement amendment. Also included is the fair value adjustment on the 7.125% Senior Secured Notes due 2019 which included an $8 million redemption premium and $1 million of accelerated amortization of transaction costs.

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Income tax (Tables)

12 Months Ended

Dec. 31, 2017

Income Taxes [Abstract]

Disclosure of major components of tax expense (income)

Income tax

	For the year ended December 31,
(In $ million)	2017		2016		2015
Current tax (expense) benefit
Current year	(201	)	(123	)	(89	)
Adjustments for prior years	2		(1	)	—
	(199	)	(124	)	(89	)
Deferred tax (expense) benefit
Origination and reversal of temporary differences	100		16		23
Recognition of previously unrecognized tax losses and temporary differences	24		—		10
Adjustments for prior years	(6	)	3		(4	)
	118		19		29
Income tax (expense) benefit	(81	)	(105	)	(60	)

Disclosure of reconciliation of accounting profit multiplied by applicable tax rates

Reconciliation of income tax expense

	For the year ended December 31,
(In $ million)	2017		2016		2015
Profit (loss) from continuing operations before income tax	521		272		(294	)
Income tax using the New Zealand tax rate of 28%	(146	)	(76	)	83
Effect of tax rates in foreign jurisdictions	(57	)	(21	)	(3	)
Non-deductible expenses and permanent differences	(30	)	(14	)	(25	)
Tax exempt income and income at a reduced tax rate	9		2		3
Currency translation (gain) loss	25		11		(14	)
Domestic manufacturing deduction	13		13		—
Withholding tax	(10	)	(5	)	(6	)
Deemed mandatory repatriation	(5	)	—		—
Tax rate modifications	339		—		—
Write-off of previously recognized deferred tax assets	(228	)	—		(31	)
Recognition of deferred tax asset for previously unrecognized tax losses	24		—		8
Change in unrecognized tax losses and temporary differences	(21	)	(15	)	(66	)
Tax on unremitted earnings	9		(1	)	(7	)
Over (under) provided in prior periods	(4	)	2		(4	)
Other	1		(1	)	2
Total income tax (expense) benefit	(81	)	(105	)	(60	)

Disclosure of temporary difference, unused tax losses and unused tax credits

Unrecognized deferred taxes

	As of December 31,
(In $ million)	2017	2016
Deductible (taxable) temporary differences	239	22
Tax losses	344	512
Total unrecognized deferred tax assets	583	534

Movement in recognized deferred tax assets and liabilities

(In $ million)	Derivatives		Property, plant and equipment		Intangible assets		Employee benefits		Tax loss carry-forwards		Interest		Other items		Net deferred tax assets (liabilities)
Balance as of January 1, 2016	(33	)	(583	)	(1,763	)	490		110		501		230		(1,048	)
Recognized in profit or loss	(66	)	26		46		47		(13	)	61		(82	)	19
Recognized in equity	—		—		—		(43	)	—		—		(2	)	(45	)
Other	—		1		6		(2	)	—		—		(5	)	—
Balance as of December 31, 2016	(99	)	(556	)	(1,711	)	492		97		562		141		(1,074	)
Recognized in profit or loss	26		197		612		(214	)	(12	)	(450	)	(41	)	118
Recognized in equity	—		—		—		(20	)	—		—		(5	)	(25	)
Other	—		(1	)	(3	)	—		—		—		3		(1	)
Balance as of December 31, 2017	(73	)	(360	)	(1,102	)	258		85		112		98		(982	)

	As of December 31,
(In $ million)	2017		2016
Included in the statement of financial position as:
Deferred tax assets - non-current	32		8
Deferred tax liabilities - non-current	(1,014	)	(1,082	)
Total recognized net deferred tax liabilities	(982	)	(1,074	)

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Trade and other receivables, net (Tables)

12 Months Ended

Dec. 31, 2017

Trade and other receivables [abstract]

Trade and other receivables, net

Trade and other receivables, net

	As of December 31,
(In $ million)	2017		2016
Trade receivables	1,067		976
Provision for impairment	(8	)	(13	)
Total trade receivables, net of provision for impairment	1,059		963
Related party receivables (refer to note 21)	8		10
Other receivables	69		78
Total current trade and other receivables, net	1,136		1,051
Related party receivables (refer to note 21)	329		330
Other receivables	23		22
Total non-current receivables	352		352

Schedule of financial assets that are either past due or impaired

Aging of trade receivables, net of provision for impairment

	As of December 31,
(In $ million)	2017	2016
Current	954	887
Past due 1 to 30 days	73	58
Past due 31 to 60 days	13	5
Past due 61 to 90 days	8	6
Past due more than 90 days	11	7
Balance at the end of the year	1,059	963

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Inventories (Tables)

12 Months Ended

Dec. 31, 2017

Inventories [Abstract]

Classes of current inventories

Inventories

	As of December 31,
(In $ million)	2017		2016
Raw materials and consumables	391		331
Work in progress	161		163
Finished goods	717		654
Engineering and maintenance materials	116		115
Provision against inventories	(15	)	(18	)
Total inventories	1,370		1,245

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Property, plant and equipment (Tables)

12 Months Ended

Dec. 31, 2017

Property, plant and equipment [abstract]

Disclosure of detailed information about property, plant and equipment

Property, plant and equipment

(In $ million)	Land		Buildings and improvements		Plant and equipment		Capital work in progress		Finance leased assets		Total
As of December 31, 2017
Cost	170		903		4,931		300		28		6,332
Accumulated depreciation	—		(431	)	(2,916	)	—		(12	)	(3,359	)
Accumulated impairment losses	—		—		(50	)	—		—		(50	)
Carrying amount as of December 31, 2017	170		472		1,965		300		16		2,923
As of December 31, 2016
Cost	168		888		4,862		226		28		6,172
Accumulated depreciation	—		(390	)	(2,712	)	—		(10	)	(3,112	)
Accumulated impairment losses	—		—		(50	)	—		—		(50	)
Carrying amount as of December 31, 2016	168		498		2,100		226		18		3,010
Carrying amount as of January 1, 2017	168		498		2,100		226		18		3,010
Additions	—		2		—		390		—		392
Capitalization of borrowing costs	—		—		—		3		—		3
Disposals	—		—		(10	)	—		—		(10	)
Depreciation for the year	—		(50	)	(367	)	—		(2	)	(419	)
Impairment losses, net of reversals	—		—		(9	)	(1	)	—		(10	)
Other transfers	(1	)	18		235		(320	)	—		(68	)
Effect of movements in exchange rates	3		4		16		2		—		25
Carrying amount as of December 31, 2017	170		472		1,965		300		16		2,923
Carrying amount as of January 1, 2016	171		538		2,269		186		20		3,184
Additions	—		—		—		340		—		340
Capitalization of borrowing costs	—		—		—		3		—		3
Disposals	—		(3	)	(3	)	—		—		(6	)
Depreciation for the year	—		(51	)	(392	)	—		(2	)	(445	)
Impairment losses, net of reversals	—		(5	)	(38	)	(1	)	—		(44	)
Other transfers	(1	)	24		273		(300	)	—		(4	)
Effect of movements in exchange rates	(2	)	(5	)	(9	)	(2	)	—		(18	)
Carrying amount as of December 31, 2016	168		498		2,100		226		18		3,010

Disclosure of detailed information about depreciation expense

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

	For the year ended December 31,
(In $ million)	2017	2016	2015
Cost of sales	411	436	452
General and administration expenses	8	9	11
Total depreciation expense	419	445	463

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Intangible assets (Tables)

12 Months Ended

Dec. 31, 2017

Intangible Assets [Abstract]

Disclosure of detailed information about intangible assets

Intangible assets

(In $ million)	Goodwill		Trademarks		Customer relationships		Technology & software		Other		Total
As of December 31, 2017
Cost	5,465		1,763		3,321		883		102		11,534
Accumulated amortization	—		(83	)	(1,189	)	(573	)	(24	)	(1,869	)
Accumulated impairment losses	—		—		—		—		(6	)	(6	)
Carrying amount as of December 31, 2017	5,465		1,680		2,132		310		72		9,659
As of December 31, 2016
Cost	5,431		1,763		3,357		878		103		11,532
Accumulated amortization	—		(79	)	(1,035	)	(493	)	(22	)	(1,629	)
Accumulated impairment losses	—		—		—		—		(1	)	(1	)
Carrying amount as of December 31, 2016	5,431		1,684		2,322		385		80		9,902
Carrying amount as of January 1, 2017	5,431		1,684		2,322		385		80		9,902
Additions	—		—		—		10		2		12
Disposals	(1	)	—		—		(4	)	—		(5	)
Amortization for the year	—		(4	)	(168	)	(80	)	(3	)	(255	)
Impairment losses	—		—		—		—		(5	)	(5	)
Transfers to assets held for sale	19		—		(42	)	—		(2	)	(25	)
Other transfers	—		—		—		(1	)	—		(1	)
Effect of movements in exchange rates	16		—		20		—		—		36
Carrying amount as of December 31, 2017	5,465		1,680		2,132		310		72		9,659
Carrying amount as of January 1, 2016	5,447		1,689		2,512		463		81		10,192
Additions	—		—		—		2		2		4
Disposals	(5	)	—		—		—		—		(5	)
Amortization for the year	—		(5	)	(174	)	(80	)	(3	)	(262	)
Impairment losses	(1	)	—		(1	)	—		—		(2	)
Effect of movements in exchange rates	(10	)	—		(15	)	—		—		(25	)
Carrying amount as of December 31, 2016	5,431		1,684		2,322		385		80		9,902

Disclosure of amortization expense

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

	For the year ended December 31,
(In $ million)	2017	2016	2015
Cost of sales	42	41	42
General and administration expenses	213	221	209
Total amortization expense	255	262	251

Disclosure of intangible assets with indefinite useful life

The aggregate carrying amounts of goodwill and indefinite life intangible assets allocated to each segment for purposes of impairment testing are as follows:

	As of December 31,
	2017			2016
(In $ million)	Goodwill	Trademarks	Other	Goodwill	Trademarks	Other
Reynolds Consumer Products	1,913	850	—	1,913	850	—
Pactiv Foodservice	1,697	526	59	1,689	526	63
Graham Packaging	1,412	251	—	1,410	251	—
Evergreen	67	34	—	67	34	—
Closures	376	—	—	352	—	—
Total	5,465	1,661	59	5,431	1,661	63

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Trade and other payables (Tables)

12 Months Ended

Dec. 31, 2017

Subclassifications of assets, liabilities and equities [abstract]

Disclosure of trade and other payables

Trade and other payables

	As of December 31,
(In $ million)	2017	2016
Trade payables	646	660
Accrued interest	132	151
Related party payables (refer to note 21)	33	60
Other payables and accrued expenses	305	311
Total current trade and other payables	1,116	1,182
Non-current payables	45	40

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Borrowings (Tables)

12 Months Ended

Dec. 31, 2017

Financial Instruments [Abstract]

Disclosure of detailed information about borrowings

As of December 31, 2017, the Group had outstanding the following notes and debentures (together, the “Pactiv Notes”) issued by Pactiv LLC:

	Maturity date	Semi-annual interest payment dates
6.400% Notes due 2018	January 15, 2018	January 15 and July 15
7.950% Debentures due 2025	December 15, 2025	June 15 and December 15
8.375% Debentures due 2027	April 15, 2027	April 15 and October 15

The Group's borrowings are detailed below:    

	As of December 31,
(In $ million)	2017		2016
Securitization Facility	420		407
Credit Agreement	3,576		3,578
Reynolds Notes:
Reynolds Senior Secured Notes:
5.750% Senior Secured Notes due 2020	3,137		3,237
6.875% Senior Secured Notes due 2021	645		645
Floating Rate Senior Secured Notes due 2021	750		750
5.125% Senior Secured Notes due 2023	1,600		1,600
Reynolds Senior Notes:
8.250% Senior Notes due 2021	—		345
7.000% Senior Notes due 2024	800		800
Pactiv Notes:
8.125% Debentures due 2017	—		300
6.400% Notes due 2018	16		16
7.950% Debentures due 2025	276		276
8.375% Debentures due 2027	200		200
Related party borrowings	—		1
Other borrowings	20		24
Total principal amount of borrowings	11,440		12,179
Transaction costs	(77	)	(136	)
Embedded derivatives	32		40
Original issue discounts, net of premiums	(6	)	(12	)
Carrying value	11,389		12,071
Current borrowings	470		746
Non-current borrowings	10,919		11,325
Total borrowings	11,389		12,071

Reconciliation of liabilities arising from financing activities

(In $ million)	Principal borrowings		Transaction costs		Total
Carrying amount as of January 1, 2017	12,179		(108	)	12,071
Cash flows	(773	)	—		(773	)
Capitalization of borrowing costs	—		(10	)	(10	)
Effects of movements in exchange rates	34		—		34
Other	—		67		67
Carrying amount as of December 31, 2017	11,440		(51	)	11,389

The Credit Agreement comprises the following term and revolving tranches:

	Currency	Maturity date	Facility value (in million)	Value drawn or utilized as of December 31, 2017 (in million)	Applicable interest rate as of December 31, 2017
Term Tranches
U.S. Term Loans	$	February 5, 2023	3,315	3,282	LIBOR (floor of 0.000%) + 2.750%
European Term Loans	€	February 5, 2023	249	247	EURIBOR (floor of 0.000%) + 3.250%
Revolving Tranche(1)
U.S. Revolving Loans	$	August 5, 2021	302	62	—

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

The Group's borrowings as of December 31, 2017 issued by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (New Zealand) Limited (together, the "Reynolds Notes Issuers") are summarized below:

	Maturity date	Interest payment dates
5.750% Senior Secured Notes due 2020	October 15, 2020	April 15 and October 15
6.875% Senior Secured Notes due 2021	February 15, 2021	February 15 and August 15
Floating Rate Senior Secured Notes due 2021(1)	July 15, 2021	January 15, April 15, July 15 and October 15
5.125% Senior Secured Notes due 2023(2)	July 15, 2023	January 15 and July 15; commencing January 15, 2017
7.000% Senior Notes due 2024	July 15, 2024	January 15 and July 15; commencing January 15, 2017

(1) The Floating Rate Senior Secured Notes due 2021 were issued at an issue price of 99.000% and have an interest rate equal to the three-month Dollar LIBOR plus 3.500% reset quarterly. In July 2016, the Group entered into an interest rate swap agreement to mitigate the interest rate risk exposure of the Floating Rate Senior Secured Noted due 2021. While the Group has elected not to adopt hedge accounting, the economic effect of this derivative is that the effective interest rate on the Floating Rate Senior Secured Notes due 2021 is 4.670% from October 15, 2016.

(2) $250 million aggregate principal amount of 5.125% Senior Secured Notes due 2023 were issued at an issue price of 103.500%.

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Employee benefits (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of employee benefits [Abstract]

Disclosure of defined benefit plans

Summary of employee benefits liabilities

	As of December 31,
(In $ million)	2017	2016
Salaries and wages accrued	149	185
Provision for annual leave	40	37
Provision for other employee benefits	53	40
Provision for exit from multi-employer pension plans	70	73
Defined benefit obligations:
Pension benefits	840	970
Post-employment medical benefits	106	105
Total employee benefits liabilities	1,258	1,410
Current	213	248
Non-current	1,045	1,162
Total employee benefits liabilities	1,258	1,410

Actuarial assumptions — all plans

	For the year ended December 31,
	2017	2016	2015
Discount rates at December 31	0.6% - 8.0%	0.6% - 8.0%	0.8% - 7.3%
Future salary increases	0.0% - 7.0%	0.0% - 7.0%	0.0% - 7.0%
Future pension increases	0.0% - 3.7%	0.0% - 3.7%	0.0% - 4.0%

Disclosure of net defined benefit liability (asset)

Movement in the post-employment medical obligations

	For the year ended December 31,
(In $ million)	2017		2016
Liability for post-employment medical obligations as of the beginning of the year	105		111
Included in profit or loss:
Current service cost	1		1
Interest cost	4		4
Total expense recognized in profit or loss	5		5
Remeasurement (gains) losses:
Actuarial (gains) losses from changes in demographic assumptions	(6	)	(7	)
Actuarial (gains) losses from changes in financial assumptions	8		2
Total remeasurement (gains) losses	2		(5	)
Other movements:
Benefits paid by the plans	(6	)	(6	)
Total other movements	(6	)	(6	)
Liability for post-employment medical obligations as of the end of the year	106		105

Movement in defined benefit pension obligations

	Defined benefit obligation				Fair value of plan assets				Net defined benefit liability (asset)
(In $ million)	2017		2016		2017		2016		2017		2016
Balance as of January 1	5,076		4,899		(4,091	)	(3,932	)	985		967
Included in profit or loss:
Current service cost	9		10		—		—		9		10
Interest cost (income)	198		206		(160	)	(165	)	38		41
Administrative expenses	—		—		35		32		35		32
Settlement (gain)	(7	)	(7	)	—		—		(7	)	(7	)
Assumption of UCI pension plans	—		278		—		(213	)	—		65
Total expense (income) recognized in profit or loss	200		487		(125	)	(346	)	75		141
Remeasurement (gains) losses:
Actuarial (gains) losses arising from:
Demographic assumptions	(10	)	(91	)	—		—		(10	)	(91	)
Financial assumptions	265		138		—		—		265		138
Return on plan assets, excluding interest income	—		—		(429	)	(160	)	(429	)	(160	)
Total remeasurement (gains) losses	255		47		(429	)	(160	)	(174	)	(113	)
Other movements:
Contributions by the Group	—		—		(33	)	(7	)	(33	)	(7	)
Benefits paid by the plans	(691	)	(352	)	691		352		—		—
Business disposals	(15	)	—		—		—		(15	)	—
Effect of movements in exchange rates	5		(5	)	(3	)	2		2		(3	)
Total other movements	(701	)	(357	)	655		347		(46	)	(10	)
Balance as of December 31	4,830		5,076		(3,990	)	(4,091	)	840		985
Comprised of:
Pactiv Retirement Plan	4,646		4,616		(3,882	)	(3,784	)	764		832
Other plans	184		445		(108	)	(307	)	76		138
	4,830		5,061		(3,990	)	(4,091	)	840		970
Plans associated with assets held for sale	—		15		—		—		—		15
Balance as of December 31	4,830		5,076		(3,990	)	(4,091	)	840		985
Comprised of:
Funded plans									796		925
Plans associated with assets held for sale									—		15
Unfunded plans									44		45
Total net pension benefits liability									840		985
Included in the statements of financial position as:
Employee benefits liabilities									840		970
Liabilities directly associated with assets held for sale									—		15
Total net pension benefits liability									840		985

Disclosure of defined benefit plan expense recognized in other comprehensive income explanatory

Expense recognized in the statements of comprehensive income

The expense is recognized in the following components in the statements of comprehensive income:

	For the year ended December 31,
(In $ million)	2017	2016	2015
Cost of sales	14	14	15
General and administration expenses	61	127	69
Total plan net expense from continuing operations	75	141	84
Discontinued operations	—	—	2
Total plan net expense	75	141	86

Disclosure of fair value of plan assets

Plan assets consist of the following:

	As of December 31,
(In $ million)	2017	2016
Equity instruments	2,802	2,818
Debt instruments	616	649
Property	403	447
Other	169	177
Total plan assets	3,990	4,091

Disclosure of sensitivity analysis for actuarial assumptions

Assumed health care cost trend rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one percentage point change in assumed health care cost trend rates would have the following effects:

(In $ million)	Increase	Decrease
Effect on plan expense	—	—
Effect on the post-employment medical obligations	2	2

Discount rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one-half percentage point change in discount rates would have the following effects:

(In $ million)	Increase	Decrease
Effect on plan expense	—	—
Effect on the post-employment medical obligations	6	6

The assumed discount rate is an assumption that changes annually, and has an effect on the amounts of the defined benefit obligation. A one-half percentage point change in assumed discount rates would have the following effects:

(In $ million)	Increase	Decrease
Effect on the net plan expense	7	5
Effect on the defined benefit obligation	246	271

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Provisions (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of other provisions, contingent liabilities and contingent assets [Abstract]

Disclosure of other provisions

Provisions

(In $ million)	Asset retirement obligations		Restructuring		Workers’ compensation		Other		Total
Balance as of December 31, 2016	39		30		47		24		140
Provisions made	3		19		9		6		37
Provisions used	(1	)	(27	)	(14	)	(8	)	(50	)
Provisions reversed	—		(4	)	—		(1	)	(5	)
Other	3		1		—		2		6
Balance as of December 31, 2017	44		19		42		23		128
Current	2		13		13		11		39
Non-current	42		6		29		12		89
Total provisions as of December 31, 2017	44		19		42		23		128
Current	1		24		29		11		65
Non-current	38		6		18		13		75
Total provisions as of December 31, 2016	39		30		47		24		140

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Equity (Tables)

12 Months Ended

Dec. 31, 2017

Equity [abstract]

Disclosure of detailed information about equity

Further information regarding Reynolds Group Holdings Limited's issued capital is detailed below:

	For the year ended December 31,
Number of shares	2017	2016	2015
Balance at the beginning of the year	71,500,004	71,500,004	71,500,004
Changes in shares	—	—	—
Balance at the end of the year	71,500,004	71,500,004	71,500,004

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Financial risk management (Tables)

12 Months Ended

Dec. 31, 2017

Financial Instruments [Abstract]

Disclosure of nature and extent of risks arising from financial instruments

The following table provides the detail of outstanding foreign currency derivative contracts as of December 31, 2017:

Type	Contract type	Currency	Contracted volume	Counter-currency	Contracted conversion range	Contracted date of maturity
Currency forwards	Sell	CA$	13,000,000	$	1.2548 - 1.2925	Jan 2018 - May 2018

The following table sets out the Group's interest rate risk repricing profile:

(In $ million)	Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2017
Fixed rate instruments
Borrowings	(6,694	)	(19	)	(3,141	)	(650	)	(2,884	)
Total fixed rate instruments	(6,694	)	(19	)	(3,141	)	(650	)	(2,884	)
Floating rate instruments
Cash and cash equivalents	617		617		—		—		—
Related party receivables	329		329		—		—		—
Borrowings	(4,746	)	(4,746	)	—		—		—
Total floating rate instruments	(3,800	)	(3,800	)	—		—		—
Total	(10,494	)	(3,819	)	(3,141	)	(650	)	(2,884	)

(In $ million)	Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2016
Fixed rate instruments
Borrowings	(7,444	)	(304	)	(21	)	(4,232	)	(2,887	)
Total fixed rate instruments	(7,444	)	(304	)	(21	)	(4,232	)	(2,887	)
Floating rate instruments
Cash and cash equivalents	932		932		—		—		—
Related party receivables	330		330		—		—		—
Borrowings	(4,735	)	(4,735	)	—		—		—
Total floating rate instruments	(3,473	)	(3,473	)	—		—		—
Total	(10,917	)	(3,777	)	(21	)	(4,232	)	(2,887	)

The following table provides the detail of outstanding commodity derivative contracts as of December 31, 2017:

Type	Unit of measure	Contracted volume	Contracted price range	Contracted date of maturity
Aluminum swaps	metric tonne	18,501	$1,563 - $2,308	Jan 2018 - Jan 2019
Aluminum Midwest Premium swaps	pound	1,859,987	$0.08 - $0.10	Jan 2018 - Dec 2018
Natural gas swaps	million BTU	6,203,778	$2.82 - $3.34	Feb 2018 - Dec 2018
Ethylene swaps	pound	3,353,654	$0.35 - $0.35	Jan 2018 - May 2018
Polymer-grade propylene swaps	pound	24,069,527	$0.41 - $0.50	Jan 2018 - Jun 2018
Benzene swaps	U.S. liquid gallon	10,991,038	$2.58 - $3.25	Feb 2018 - Sep 2018
Diesel swaps	U.S. liquid gallon	4,033,447	$2.46 - $2.88	Jan 2018 - Dec 2018
Low-density polyethylene swaps	pound	6,000,000	$0.81 - $0.82	Jan 2018 - Jun 2018

Disclosure of maturity analysis for derivative financial liabilities

The following table sets out contractual cash flows for all financial liabilities including commodity and foreign currency derivatives:

(In $ million)	Carrying amount		Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2017
Non-derivative financial liabilities
Trade and other payables	(1,116	)	(984	)	(984	)	—		—		—
Borrowings, including interest	(11,389	)	(14,253	)	(1,069	)	(4,394	)	(2,172	)	(6,618	)
	(12,505	)	(15,237	)	(2,053	)	(4,394	)	(2,172	)	(6,618	)
Derivative financial assets (liabilities)
Commodity and foreign currency derivatives:
Inflows	5		7		7		—		—		—
Outflows	—		(2	)	(2	)	—		—		—
	5		5		5		—		—		—
Total	(12,500	)	(15,232	)	(2,048	)	(4,394	)	(2,172	)	(6,618	)

(In $ million)	Carrying amount		Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2016
Non-derivative financial liabilities
Trade and other payables	(1,182	)	(1,031	)	(1,031	)	—		—		—
Borrowings, including interest	(12,071	)	(15,730	)	(1,392	)	(1,335	)	(6,056	)	(6,947	)
	(13,253	)	(16,761	)	(2,423	)	(1,335	)	(6,056	)	(6,947	)
Derivative financial assets (liabilities)
Commodity and foreign currency derivatives:
Inflows	5		7		7		—		—		—
Outflows	—		(2	)	(2	)	—		—		—
	5		5		5		—		—		—
Total	(13,248	)	(16,756	)	(2,418	)	(1,335	)	(6,056	)	(6,947	)

Disclosure of maturity analysis for non-derivative financial liabilities

The following table sets out contractual cash flows for all financial liabilities including commodity and foreign currency derivatives:

(In $ million)	Carrying amount		Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2017
Non-derivative financial liabilities
Trade and other payables	(1,116	)	(984	)	(984	)	—		—		—
Borrowings, including interest	(11,389	)	(14,253	)	(1,069	)	(4,394	)	(2,172	)	(6,618	)
	(12,505	)	(15,237	)	(2,053	)	(4,394	)	(2,172	)	(6,618	)
Derivative financial assets (liabilities)
Commodity and foreign currency derivatives:
Inflows	5		7		7		—		—		—
Outflows	—		(2	)	(2	)	—		—		—
	5		5		5		—		—		—
Total	(12,500	)	(15,232	)	(2,048	)	(4,394	)	(2,172	)	(6,618	)

(In $ million)	Carrying amount		Total		Less than one year		One to three years		Three to five years		Greater than five years
As of December 31, 2016
Non-derivative financial liabilities
Trade and other payables	(1,182	)	(1,031	)	(1,031	)	—		—		—
Borrowings, including interest	(12,071	)	(15,730	)	(1,392	)	(1,335	)	(6,056	)	(6,947	)
	(13,253	)	(16,761	)	(2,423	)	(1,335	)	(6,056	)	(6,947	)
Derivative financial assets (liabilities)
Commodity and foreign currency derivatives:
Inflows	5		7		7		—		—		—
Outflows	—		(2	)	(2	)	—		—		—
	5		5		5		—		—		—
Total	(13,248	)	(16,756	)	(2,418	)	(1,335	)	(6,056	)	(6,947	)

Disclosure of financial liabilities

Classification and fair values

(In $ million)	Fair value through profit or loss		Cash, loans and receivables	Other liabilities		Total carrying amount		Fair value
As of December 31, 2017
Assets
Cash and cash equivalents	—		617	—		617		617
Current and non-current receivables	—		1,488	—		1,488		1,488
Derivative financial assets:
Commodity derivatives	7		—	—		7		7
Interest rate swap derivatives	26		—	—		26		26
Embedded derivatives	259		—	—		259		259
Total assets	292		2,105	—		2,397		2,397
Liabilities
Trade and other payables	—		—	(1,116	)	(1,116	)	(1,116	)
Non-current payables	—		—	(45	)	(45	)	(45	)
Derivative financial liabilities:
Commodity derivatives	(2	)	—	—		(2	)	(2	)
Borrowings	—		—	(11,389	)	(11,389	)	(11,696	)
Total liabilities	(2	)	—	(12,550	)	(12,552	)	(12,859	)

(In $ million)	Fair value through profit or loss		Cash, loans and receivables	Other liabilities		Total carrying amount		Fair value
As of December 31, 2016
Assets
Cash and cash equivalents	—		932	—		932		932
Current and non-current receivables	—		1,403	—		1,403		1,403
Derivative financial assets:
Commodity derivatives	6		—	—		6		6
Foreign currency derivatives	1		—	—		1		1
Interest rate swap derivatives	24		—	—		24		24
Embedded derivatives	233		—	—		233		233
Total assets	264		2,335	—		2,599		2,599
Liabilities
Trade and other payables	—		—	(1,182	)	(1,182	)	(1,182	)
Non-current payables	—		—	(40	)	(40	)	(40	)
Derivative financial liabilities:
Commodity derivatives	(2	)	—	—		(2	)	(2	)
Interest rate swap derivatives	(1	)	—	—		(1	)	(1	)
Borrowings	—		—	(12,071	)	(12,071	)	(12,455	)
Total liabilities	(3	)	—	(13,293	)	(13,296	)	(13,680	)

Disclosure of financial assets

Classification and fair values

(In $ million)	Fair value through profit or loss		Cash, loans and receivables	Other liabilities		Total carrying amount		Fair value
As of December 31, 2017
Assets
Cash and cash equivalents	—		617	—		617		617
Current and non-current receivables	—		1,488	—		1,488		1,488
Derivative financial assets:
Commodity derivatives	7		—	—		7		7
Interest rate swap derivatives	26		—	—		26		26
Embedded derivatives	259		—	—		259		259
Total assets	292		2,105	—		2,397		2,397
Liabilities
Trade and other payables	—		—	(1,116	)	(1,116	)	(1,116	)
Non-current payables	—		—	(45	)	(45	)	(45	)
Derivative financial liabilities:
Commodity derivatives	(2	)	—	—		(2	)	(2	)
Borrowings	—		—	(11,389	)	(11,389	)	(11,696	)
Total liabilities	(2	)	—	(12,550	)	(12,552	)	(12,859	)

(In $ million)	Fair value through profit or loss		Cash, loans and receivables	Other liabilities		Total carrying amount		Fair value
As of December 31, 2016
Assets
Cash and cash equivalents	—		932	—		932		932
Current and non-current receivables	—		1,403	—		1,403		1,403
Derivative financial assets:
Commodity derivatives	6		—	—		6		6
Foreign currency derivatives	1		—	—		1		1
Interest rate swap derivatives	24		—	—		24		24
Embedded derivatives	233		—	—		233		233
Total assets	264		2,335	—		2,599		2,599
Liabilities
Trade and other payables	—		—	(1,182	)	(1,182	)	(1,182	)
Non-current payables	—		—	(40	)	(40	)	(40	)
Derivative financial liabilities:
Commodity derivatives	(2	)	—	—		(2	)	(2	)
Interest rate swap derivatives	(1	)	—	—		(1	)	(1	)
Borrowings	—		—	(12,071	)	(12,071	)	(12,455	)
Total liabilities	(3	)	—	(13,293	)	(13,296	)	(13,680	)

Disclosure of fair value measurement of assets

The following table sets out an analysis of the Group's financial instruments that are measured subsequent to initial recognition at fair value and are grouped into levels based on the degree to which the fair value is observable:

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

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

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

(In $ million)	Level 1	Level 2	Level 3	Total
As of December 31, 2017
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net	—	5	—	5
Interest rate swap derivatives, net	—	26	—	26
Embedded derivatives	—	259	—	259
Total	—	290	—	290
As of December 31, 2016
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net	—	4	—	4
Foreign currency derivatives, net	—	1	—	1
Interest rate swap derivatives, net	—	23	—	23
Embedded derivatives	—	233	—	233
Total	—	261	—	261

Disclosure of fair value measurement of liabilities

(In $ million)	Level 1	Level 2	Level 3	Total
As of December 31, 2017
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net	—	5	—	5
Interest rate swap derivatives, net	—	26	—	26
Embedded derivatives	—	259	—	259
Total	—	290	—	290
As of December 31, 2016
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net	—	4	—	4
Foreign currency derivatives, net	—	1	—	1
Interest rate swap derivatives, net	—	23	—	23
Embedded derivatives	—	233	—	233
Total	—	261	—	261

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Related parties (Tables)

12 Months Ended

Dec. 31, 2017

Related Party [Abstract]

Disclosure of transactions between related parties

The entities and types of transactions with which the Group entered into related party transactions during the years are detailed below. All related parties detailed below have a common ultimate shareholder, except for the joint ventures.

	Transaction value for the year ended December 31,						Balance outstanding as of December 31,
(In $ million)	2017		2016		2015		2017		2016
Balances and transactions with immediate and ultimate parent entities
Included in trade and other payables							—		—
Tax loss transfer	—		(16	)	—
Included in borrowings(a)(g)							—		(1	)
Balances and transactions with joint ventures
Included in trade and other receivables, net							8		9
Sale of goods and services(b)(c)	22		24		52
Balances and transactions with Rank Group Limited
Included in related party and other non-current receivables(d)(g)							329		330
Interest income	17		17		19
Included in trade and other payables(g)							(31	)	(59	)
Recharges(e)	(5	)	(7	)	(17	)
Management fee(f)	(31	)	(47	)	(65	)
Tax loss transfer	(1	)	(4	)	(5	)
Balances and transactions with Rank Group North America, Inc.
Included in trade and other receivables, net							—		—
Recharges	1		4		5
Included in trade and other payables							—		—
Recharges(e)	(16	)	(15	)	(15	)
Balances and transactions with other related parties
Included in trade and other receivables, net							—		1
Sale of goods	—		—		1
Recharges	5		3		1
Included in trade and other payables							(1	)	(1	)

(a) The borrowing due to the Company's ultimate parent was non-interest bearing, unsecured and repayable on demand.

(b) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated on a cost-plus basis allowing a margin ranging from 3% to 6%. All amounts are unsecured, non-interest bearing and repayable on demand.

(c) Includes related party transactions entered into by SIG before its sale in March 2015.

(d) The loan receivable from Rank Group Limited accrues interest at a rate based on the average 90-day New Zealand bank bill rate, set quarterly, plus a margin of 3.25%. Interest is only charged or accrued if demanded by the Company. During the year ended December 31, 2017, interest was charged at 5.16% to 5.25% (2016: 5.31% to 5.78%; 2015: 6.21% to 6.92%). The loan is unsecured and repayable on demand. This loan is subordinated on terms such that, unless otherwise permitted, no payments can be made until the obligations under a senior secured credit facility of Rank Group Limited are repaid in full.

(e) Represents certain costs paid by Rank Group Limited or Rank Group North America, Inc. on behalf of the Group that were subsequently recharged to the Group. These charges are for various costs incurred including services provided, financing and other activities. All amounts are unsecured, non-interest bearing and settled on normal trade terms.

(f) The Group’s financing agreements permit the payment to related parties of management, consulting, monitoring and advising fees (the “Management Fee”) of up to 1.5% of the Group’s Adjusted EBITDA (as defined in the financing agreements) for the previous year. During the year ended December 31, 2016, the Group entered into a services agreement with Rank Group Limited. Rank Group Limited charged the Group a Management Fee of $31 million during the year ended December 31, 2017 in relation to the 2016 financial year. During the years ended December 31, 2016 and 2015, Rank Group Limited charged the Group a Management Fee of $30 million and $35 million, of which $30 million and $29 million, respectively, was included in continuing operations with the remainder included in discontinued operations, in relation to the 2015 and 2014 financial years, respectively. Also during the year ended December 31, 2016, Rank Group Limited charged the Group a Management Fee of $15 million in relation to the 2009 and 2010 financial years, of which $8 million was included in continuing operations with the remainder included in discontinued operations. In addition, the Group has accrued $31 million in 2017 in respect of an expected management fee related to the 2017 financial year.

(g) In August 2017, Rank Group Limited repaid $24 million of the related party loan receivable balance and the Group, by way of a payment direction, repaid $23 million of outstanding related party trade payable balances due to Rank Group Limited and $1 million of outstanding related party borrowings due to the Company's ultimate parent.

Key management personnel compensation was comprised of:

	For the year ended December 31,
(In $ million)	2017	2016	2015
Short-term employee benefits	15	17	11
Long-term employee benefits	3	4	—
Total compensation expense to key management personnel	18	21	11

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Group entities (Tables)

12 Months Ended

Dec. 31, 2017

Interests In Other Entities [Abstract]

Group entities

Group entities

			Ownership interest (%)		Voting interest (%)
	Reporting date	Country of incorporation	2017	2016	2017
Alusud Argentina S.R.L.	Dec-31	Argentina	100	100	100
Graham Packaging Argentina S.R.L.	Dec-31	Argentina	100	100	100
Lido Plast San Luis S.A. (a)	Dec-31	Argentina	—	100	—
Gulf Closures W.L.L.(b)	Dec-31	Bahrain	49	49	49
Graham Packaging Belgium BVBA	Dec-31	Belgium	100	100	100
Graham Packaging Lummen BVBA	Dec-31	Belgium	100	100	100
Closure Systems International (Brazil) Sistemas de Vedacao Ltda.	Dec-31	Brazil	100	100	100
Graham Packaging do Brasil Indústria e Comércio Ltda.	Dec-31	Brazil	100	100	100
Graham Packaging Paraná Ltda.	Dec-31	Brazil	100	100	100
Resin Rio Comercio Ltda.	Dec-31	Brazil	100	100	100
CSI Latin American Holdings Corporation	Dec-31	British Virgin Islands	100	100	100
Evergreen Packaging Canada Limited	Dec-31	Canada	100	100	100
Graham Packaging Canada Company	Dec-31	Canada	100	100	100
Pactiv Canada Inc.	Dec-31	Canada	100	100	100
Reynolds Consumer Products Canada Inc.	Dec-31	Canada	100	100	100
Alusud Embalajes Chile Ltda.	Dec-31	Chile	100	100	100
Closure Systems International (Guangzhou) Limited	Dec-31	China	100	100	100
Closure Systems International (Wuhan) Limited (a)	Dec-31	China	—	100	—
CSI Closure Systems (Hangzhou) Co., Ltd.	Dec-31	China	100	100	100
CSI Closure Systems (Tianjin) Co., Ltd.	Dec-31	China	100	100	100
Evergreen Packaging (Shanghai) Co., Ltd.	Dec-31	China	100	100	100
Graham Packaging (Guangzhou) Co., Ltd.	Dec-31	China	100	100	100
Graham Packaging (Taizhou) Co., Ltd. (c)	Dec-31	China	100	—	100
Graham Packaging Trading (Shanghai) Co., Ltd. (a)	Dec-31	China	—	100	—
Reynolds Metals (Shanghai) Ltd.	Dec-31	China	100	100	100
Techne Machineries Foshan Ltd (in liquidation) (d)	Dec-31	China	100	100	100
Zhejiang Zhongbao Pactiv Packaging Co., Ltd.	Dec-31	China	62.5	62.5	62.5
Alusud Embalajes Colombia Ltda.	Dec-31	Colombia	100	100	100
Closure Systems International (Colombia Trade) S.A.S.	Dec-31	Colombia	100	100	100
CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada	Dec-31	Costa Rica	100	100	100
Closure Systems International (Egypt) LLC	Dec-31	Egypt	100	100	100
Evergreen Packaging de El Salvador, S.A. de C.V.	Dec-31	El Salvador	100	100	100
Graham Packaging Company Oy	Dec-31	Finland	100	100	100
Graham Packaging Europe S.N.C.	Dec-31	France	100	100	100
Graham Packaging France S.A.S.	Dec-31	France	100	100	100
Graham Packaging Normandy S.A.R.L.	Dec-31	France	100	100	100
Graham Packaging Villecomtal S.A.R.L.	Dec-31	France	100	100	100
Closure Systems International Machinery (Germany) GmbH	Dec-31	Germany	100	100	100
Omni-Pac Ekco GmbH Verpackungsmittel (e)	Dec-31	Germany	—	100	—
Omni-Pac GmbH Verpackungsmittel (e)	Dec-31	Germany	—	100	—
Pactiv Deutschland Holdinggesellschaft mbH	Dec-31	Germany	100	100	100
Pactiv-Omni Germany Holdings GmbH	Dec-31	Germany	100	100	100
Closure Systems International (Hong Kong) Limited	Dec-31	Hong Kong	100	100	100
Graham Packaging Asia Limited	Dec-31	Hong Kong	100	100	100
Roots Investment Holding Private Limited	Dec-31	Hong Kong	100	100	100

Technegen International Limited	Dec-31	Hong Kong	100	100	100
CSI Hungary Manufacturing and Trading Limited Liability Company	Dec-31	Hungary	100	100	100
Closure Systems International (I) Private Limited	Mar-31	India	100	100	100
PT. Graham Packaging Indonesia	Dec-31	Indonesia	100	100	100
Graham Packaging Company Italia S.r.l. (e)	Dec-31	Italy	—	100	—
Closure Systems International Japan, Limited	Dec-31	Japan	100	100	100
Graham Packaging Japan Godo Kaisha (a)	Dec-31	Japan	—	100	—
Closure Systems International (Korea), Ltd.	Dec-31	Korea	100	100	100
Evergreen Packaging Korea Limited	Dec-31	Korea	100	100	100
Beverage Packaging Factoring (Luxembourg) S.à r.l. (f)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) II S.A. (a)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) IV S.à r.l. (f)	Dec-31	Luxembourg	—	100	—
Beverage Packaging Holdings (Luxembourg) VI S.à r.l. (a)	Dec-31	Luxembourg	—	100	—
Evergreen Packaging (Luxembourg) S.à r.l. (a)	Dec-31	Luxembourg	—	100	—
Graham Packaging European Holdings (Luxembourg) S.à r.l.	Dec-31	Luxembourg	100	100	100
Graham Packaging European Holdings (Luxembourg) I S.à r.l.	Dec-31	Luxembourg	100	100	100
Graham Packaging European Holdings (Luxembourg) II S.à r.l.	Dec-31	Luxembourg	100	100	100
CSI en Ensenada, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
CSI en Saltillo, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
CSI Tecniservicio, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Graham Packaging Plastic Products de Mexico, S. de. R.L. de C.V.	Dec-31	Mexico	100	100	100
Grupo Corporativo Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Grupo CSI de México, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Innovación y Asesoría en Plástico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Pactiv Foodservice Mexico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Pactiv Mexico, S. de R.L. de C.V.	Dec-31	Mexico	100	100	100
Servicio Terrestre Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Servicios Graham Packaging, S. de. R.L. de C.V.	Dec-31	Mexico	100	100	100
Servicios Industriales Jaguar, S.A. de C.V.	Dec-31	Mexico	100	100	100
Servicios Integrales de Operacion, S.A. de C.V.	Dec-31	Mexico	100	100	100
Closure Systems International Nepal Private Limited	Jul-16	Nepal	100	100	100
Graham Packaging Company B.V. (e)	Dec-31	Netherlands	—	100	—
Graham Packaging Holdings B.V.	Dec-31	Netherlands	100	100	100
Graham Packaging Zoetermeer B.V.	Dec-31	Netherlands	100	100	100
Beverage Packaging (New Zealand) Limited	Dec-31	New Zealand	100	100	100
Beverage Packaging Factoring Trust (c) (g)	Dec-31	New Zealand	—	—	—
Beverage Packaging Holdings I Limited (h) (i)	Dec-31	New Zealand	100	100	100
Beverage Packaging Holdings III Limited (h) (j)	Dec-31	New Zealand	100	100	100
Beverage Packaging Holdings V Limited (h) (k)	Dec-31	New Zealand	100	100	100
Closure Systems International Limited (l) (m)	Dec-31	New Zealand	100	100	100
Evergreen Packaging International Limited (l) (n)	Dec-31	New Zealand	100	100	100
Reynolds Group Issuer (New Zealand) Limited (h) (o)	Dec-31	New Zealand	100	100	100
Reynolds Packaging International Limited (l) (p)	Dec-31	New Zealand	100	100	100
Alusud Peru S.A.	Dec-31	Peru	100	100	100
Closure Systems International (Philippines), Inc.	Dec-31	Philippines	100	100	100
Graham Packaging Poland Sp. z o.o.	Dec-31	Poland	100	100	100
CSI Vostok Limited Liability Company (in liquidation) (d)	Dec-31	Russia	100	100	100
Pactiv Asia Pte Ltd	Dec-31	Singapore	100	100	100
Closure Systems International España, S.L.U.	Dec-31	Spain	100	100	100
Closure Systems International Holdings (Spain), S.A.U.	Dec-31	Spain	100	100	100
Graham Packaging Iberica S.L.	Dec-31	Spain	100	100	100

Reynolds Food Packaging Spain, S.L.U.	Dec-31	Spain	100	100	100
Evergreen Packaging (Taiwan) Co., Ltd.	Dec-31	Taiwan	100	100	100
Closure Systems International Plastik Ithalat Ihracat Sanayi Ve Ticaret Limited Sirketi	Dec-31	Turkey	100	100	100
Graham Plastpak Plastik Ambalaj Sanayi Limited Sirketi (e)	Dec-31	Turkey	—	100	—
Graham Packaging European Services Limited	Dec-31	United Kingdom	100	100	100
Graham Packaging Plastics Limited	Dec-31	United Kingdom	100	100	100
Ivex Holdings, Ltd.	Dec-31	United Kingdom	100	100	100
Ivex Plastics Limited (q)	Dec-31	United Kingdom	100	100	100
Kama Europe Limited	Dec-31	United Kingdom	100	100	100
Pactiv (Films) Limited (r)	Dec-31	United Kingdom	100	—	100
Baker's Choice Products, Inc.	Dec-31	U.S.A.	100	100	100
BCP/Graham Holdings L.L.C.	Dec-31	U.S.A.	100	100	100
Blue Ridge Holding Corp.	Dec-31	U.S.A.	100	100	100
Blue Ridge Paper Products Inc.	Dec-31	U.S.A.	100	100	100
BRPP, LLC	Dec-31	U.S.A.	100	100	100
Closure Systems International Americas, Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems International Holdings LLC	Dec-31	U.S.A.	100	100	100
Closure Systems International Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems International Packaging Machinery Inc.	Dec-31	U.S.A.	100	100	100
Closure Systems Mexico Holdings LLC	Dec-31	U.S.A.	100	100	100
Coast-Packaging Company (California General Partnership)(b)	Dec-31	U.S.A.	50	50	50
CSI Mexico LLC	Dec-31	U.S.A.	100	100	100
CSI Sales & Technical Services Inc.	Dec-31	U.S.A.	100	100	100
Evergreen Packaging Inc.	Dec-31	U.S.A.	100	100	100
GEC Packaging Technologies LLC	Dec 31	U.S.A.	100	100	100
GPC Holdings LLC (f)	Dec-31	U.S.A.	—	100	—
GPC Opco GP LLC	Dec-31	U.S.A.	100	100	100
GPC Sub GP LLC	Dec-31	U.S.A.	100	100	100
GPC US LLC (c)	Dec-31	U.S.A.	100	—	100
Graham Packaging Acquisition Corp. (f)	Dec-31	U.S.A.	—	100	—
Graham Packaging Company Europe LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging Company Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Company, L.P.	Dec-31	U.S.A.	100	100	100
Graham Packaging Holdings Company	Dec-31	U.S.A.	100	100	100
Graham Packaging International Plastics Products Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Latin America, LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging Leasing USA LLC	Dec-31	U.S.A.	100	100	100
Graham Packaging PET Technologies Inc.	Dec-31	U.S.A.	100	100	100
Graham Packaging Plastic Products LLC (s)	Dec-31	U.S.A.	100	100	100
Graham Packaging PX Company	Dec-31	U.S.A.	100	100	100
Graham Packaging PX Holding Corporation	Dec-31	U.S.A.	100	100	100
Graham Packaging PX, LLC	Dec-31	U.S.A.	100	100	100
Pactiv International Holdings Inc.	Dec-31	U.S.A.	100	100	100
Pactiv LLC	Dec-31	U.S.A.	100	100	100
Pactiv Management Company LLC	Dec-31	U.S.A.	100	100	100
Pactiv Packaging Inc.	Dec-31	U.S.A.	100	100	100
PCA West Inc.	Dec-31	U.S.A.	100	100	100
RenPac Holdings Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Consumer Products Holdings LLC	Dec-31	U.S.A.	100	100	100
Reynolds Consumer Products LLC	Dec-31	U.S.A.	100	100	100
Reynolds Group Holdings Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Group Issuer Inc.	Dec-31	U.S.A.	100	100	100

Reynolds Group Issuer LLC	Dec-31	U.S.A.	100	100	100
Reynolds Manufacturing, Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Presto Products Inc.	Dec-31	U.S.A.	100	100	100
Reynolds Services Inc.	Dec-31	U.S.A.	100	100	100
Southern Plastics Inc.	Dec-31	U.S.A.	100	100	100
Trans Western Polymers, Inc.	Dec-31	U.S.A.	100	100	100
Alusud Venezuela S.A. (a)	Dec-31	Venezuela	—	100	—

(a) Voluntarily liquidated/deregistered/dissolved during the year.

(b) The Group has the control and it has the power to govern the financial and operating policies of the entity.

(c) Incorporated during the year.

(d) In voluntary liquidation.

(e) Sold during the year.

(f) Merged during the year with another entity in the Group.

(g) Included as a group entity on the basis that Beverage Packaging Holdings I Limited is the manager and beneficiary of this entity.

(h) Jurisdiction changed during the year from Luxembourg.

(i) Name changed during the year from Beverage Packaging Holdings (Luxembourg) I S.A.

(j) Name changed during the year from Beverage Packaging Holdings (Luxembourg) III S.à r.l.

(k) Name changed during the year from Beverage Packaging Holdings (Luxembourg) V S.A.

(l) Jurisdiction changed during the year from Netherlands.

(m) Name changed during the year from Closure Systems International B.V.

(n) Name changed during the year from Evergreen Packaging International B.V.

(o) Name changed during the year from Reynolds Group Issuer (Luxembourg) S.A.

(p) Name changed during the year from Reynolds Packaging International B.V.

(q) Name changed during the year from Closure Systems International (UK) Limited.

(r) Company restored to the UK Register of Companies during the year.

(s) Name changed during the year from Graham Packaging Plastic Products Inc.

XML

Operating leases (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of leases [Abstract]

Disclosure of finance lease and operating lease by lessee

Non-cancellable operating lease rentals are payable as follows:

	As of December 31,
(In $ million)	2017	2016
Less than one year	110	103
Between 1 and 5 years	244	239
More than 5 years	63	76
Total	417	418

XML

Condensed consolidating guarantor financial information (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of separate financial statements [Abstract]

Condensed financial statements

Condensed consolidating statement of comprehensive income

	For the year ended December 31, 2017
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Revenue	—		—		9,368		1,352		(196	)	10,524
Cost of sales	—		—		(7,259	)	(1,139	)	196		(8,202	)
Gross profit	—		—		2,109		213		—		2,322
Net other income (expenses) and share of equity method earnings, net of income tax	425		—		176		(69	)	(610	)	(78	)
Selling, marketing and distribution expenses	—		—		(247	)	(30	)	—		(277	)
General and administration expenses	—		—		(681	)	(64	)	—		(745	)
Profit (loss) from operating activities	425		—		1,357		50		(610	)	1,222
Financial income	17		567		26		65		(626	)	49
Financial expenses	(2	)	(423	)	(904	)	(47	)	626		(750	)
Net financial income (expenses)	15		144		(878	)	18		—		(701	)
Profit (loss) from continuing operations before income tax	440		144		479		68		(610	)	521
Income tax (expense) benefit	(2	)	(22	)	(34	)	(23	)	—		(81	)
Profit (loss) from continuing operations	438		122		445		45		(610	)	440
Profit (loss) from discontinued operations, net of income tax	(1	)	—		(1	)	—		1		(1	)
Profit (loss) for the year	437		122		444		45		(609	)	439
Total other comprehensive income (loss), net of income tax	257		—		253		92		(345	)	257
Total comprehensive income (loss) for the year	694		122		697		137		(954	)	696
Profit (loss) attributable to:
Equity holder of the Group - continuing operations	438		122		445		43		(610	)	438
Equity holder of the Group - discontinued operations	(1	)	—		(1	)	—		1		(1	)
Non-controlling interests	—		—		—		2		—		2
	437		122		444		45		(609	)	439
Total comprehensive income (loss) attributable to:
Equity holder of the Group - continuing operations	695		122		698		135		(955	)	695
Equity holder of the Group - discontinued operations	(1	)	—		(1	)	—		1		(1	)
Non-controlling interests	—		—		—		2		—		2
	694		122		697		137		(954	)	696

Condensed consolidating statement of financial position

	As of December 31, 2017
(In $ million)	Parent	Reynolds Notes Issuers	Other guarantor entities	Non-guarantor entities	Adjustments and eliminations		Consolidated
Assets
Cash and cash equivalents	—	—	457	160	—		617
Trade and other receivables, net	—	—	93	1,043	—		1,136
Inventories	—	—	1,225	145	—		1,370
Inter-group receivables	—	717	25	—	(742	)	—
Assets held for sale	—	—	3	141	—		144
Other assets	—	4	43	18	—		65
Total current assets	—	721	1,846	1,507	(742	)	3,332
Investments in subsidiaries	1,407	—	1,125	—	(2,532	)	—
Property, plant and equipment	—	—	2,601	322	—		2,923
Intangible assets	—	—	9,306	353	—		9,659
Inter-group receivables	9	6,763	1,609	149	(8,530	)	—
Other assets	330	282	114	42	—		768
Total non-current assets	1,746	7,045	14,755	866	(11,062	)	13,350
Total assets	1,746	7,766	16,601	2,373	(11,804	)	16,682
Liabilities
Trade and other payables	33	125	786	172	—		1,116
Borrowings	—	—	52	418	—		470
Inter-group payables	—	4	718	20	(742	)	—
Liabilities directly associated with assets held for sale	—	—	—	34	—		34
Other liabilities	6	—	257	35	—		298
Total current liabilities	39	129	1,813	679	(742	)	1,918
Borrowings	—	6,897	4,022	—	—		10,919
Inter-group liabilities	65	490	7,304	671	(8,530	)	—
Other liabilities	—	66	2,055	72	—		2,193
Total non-current liabilities	65	7,453	13,381	743	(8,530	)	13,112
Total liabilities	104	7,582	15,194	1,422	(9,272	)	15,030
Net assets	1,642	184	1,407	951	(2,532	)	1,652
Equity
Equity attributable to equity holder of the Group	1,642	184	1,407	941	(2,532	)	1,642
Non-controlling interests	—	—	—	10	—		10
Total equity	1,642	184	1,407	951	(2,532	)	1,652

Condensed consolidating statement of cash flows

	For the year ended December 31, 2017
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Net cash from (used in) operating activities	(18	)	(397	)	1,245		(136	)	146		840
Cash flows from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets	—		—		(362	)	(48	)	—		(410	)
Proceeds from sale of property, plant and equipment and other assets	—		—		5		—		—		5
Disposal of businesses, net of cash disposed	—		—		12		32		—		44
Net related party (advances) repayments	—		446		(413	)	14		(47	)	—
Related party interest received	—		131		15		—		(146	)	—
Other	—		—		2		—		—		2
Net cash from (used in) investing activities	—		577		(741	)	(2	)	(193	)	(359	)
Cash flows from (used in) financing activities
Drawdown of borrowings	—		—		—		452		—		452
Repayment of borrowings	—		(445	)	(336	)	(440	)	—		(1,221	)
Net related party borrowings (repayments)	18		265		(459	)	129		47		—
Payment of debt transaction costs	—		—		(6	)	(4	)	—		(10	)
Other	—		—		(3	)	(3	)	—		(6	)
Net cash from (used in) financing activities	18		(180	)	(804	)	134		47		(785	)

Condensed consolidating statement of comprehensive income

	For the year ended December 31, 2016
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Revenue	—		—		9,386		1,446		(186	)	10,646
Cost of sales	—		—		(7,224	)	(1,221	)	186		(8,259	)
Gross profit	—		—		2,162		225		—		2,387
Net other income (expenses) and share of equity method earnings, net of income tax	151		—		130		(64	)	(289	)	(72	)
Selling, marketing and distribution expenses	—		—		(281	)	(34	)	—		(315	)
General and administration expenses	—		—		(779	)	(76	)	—		(855	)
Profit (loss) from operating activities	151		—		1,232		51		(289	)	1,145
Financial income	17		813		29		58		(748	)	169
Financial expenses	—		(724	)	(1,041	)	(25	)	748		(1,042	)
Net financial income (expenses)	17		89		(1,012	)	33		—		(873	)
Profit (loss) from continuing operations before income tax	168		89		220		84		(289	)	272
Income tax (expense) benefit	(3	)	(33	)	(43	)	(26	)	—		(105	)
Profit (loss) from continuing operations	165		56		177		58		(289	)	167
Profit (loss) from discontinued operations, net of income tax	(6	)	—		1		—		(1	)	(6	)
Profit (loss) for the year	159		56		178		58		(290	)	161
Total other comprehensive income (loss), net of income tax	8		—		4		(85	)	81		8
Total comprehensive income (loss) for the year	167		56		182		(27	)	(209	)	169
Profit (loss) attributable to:
Equity holder of the Group - continuing operations	165		56		177		56		(289	)	165
Equity holder of the Group - discontinued operations	(6	)	—		1		—		(1	)	(6	)
Non-controlling interests	—		—		—		2		—		2
	159		56		178		58		(290	)	161
Total comprehensive income (loss) attributable to:
Equity holder of the Group - continuing operations	173		56		181		(29	)	(208	)	173
Equity holder of the Group - discontinued operations	(6	)	—		1		—		(1	)	(6	)
Non-controlling interests	—		—		—		2		—		2
	167		56		182		(27	)	(209	)	169

Condensed consolidating statement of financial position

	As of December 31, 2016
(In $ million)	Parent	Reynolds Notes Issuers	Other guarantor entities	Non-guarantor entities	Adjustments and eliminations		Consolidated
Assets
Cash and cash equivalents	—	—	757	175	—		932
Trade and other receivables, net	6	—	152	893	—		1,051
Inventories	—	—	1,090	155	—		1,245
Inter-group receivables	—	332	21	2	(355	)	—
Assets held for sale	—	—	4	22	—		26
Other assets	—	—	57	21	—		78
Total current assets	6	332	2,081	1,268	(355	)	3,332
Investments in subsidiaries	710	—	907	—	(1,617	)	—
Property, plant and equipment	—	—	2,626	384	—		3,010
Intangible assets	—	—	9,556	346	—		9,902
Inter-group receivables	13	7,266	1,059	128	(8,466	)	—
Other assets	330	258	85	37	—		710
Total non-current assets	1,053	7,524	14,233	895	(10,083	)	13,622
Total assets	1,059	7,856	16,314	2,163	(10,438	)	16,954
Liabilities
Trade and other payables	60	144	785	193	—		1,182
Borrowings	1	—	338	407	—		746
Inter-group payables	—	1	337	20	(358	)	—
Liabilities directly associated with assets held for sale	—	—	—	23	—		23
Other liabilities	5	1	314	42	—		362
Total current liabilities	66	146	1,774	685	(358	)	2,313
Borrowings	—	7,332	3,992	1	—		11,325
Inter-group liabilities	45	272	7,637	509	(8,463	)	—
Other liabilities	—	81	2,201	77	—		2,359
Total non-current liabilities	45	7,685	13,830	587	(8,463	)	13,684
Total liabilities	111	7,831	15,604	1,272	(8,821	)	15,997
Net assets	948	25	710	891	(1,617	)	957
Equity
Equity attributable to equity holder of the Group	948	25	710	882	(1,617	)	948
Non-controlling interests	—	—	—	9	—		9
Total equity	948	25	710	891	(1,617	)	957

Condensed consolidating statement of cash flows

	For the year ended December 31, 2016
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Net cash from (used in) operating activities	(46	)	(727	)	1,132		68		449		876
Cash flows from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets	—		—		(286	)	(38	)	—		(324	)
Proceeds from sale of property, plant and equipment and other assets	—		—		10		3		—		13
Disposal of businesses, net of cash disposed	—		—		149		—		—		149
Net related party (advances) repayments	—		1,811		(38	)	4		(1,777	)	—
Related party interest received	—		450		4		—		(449	)	5
Net cash from (used in) investing activities	—		2,261		(161	)	(31	)	(2,226	)	(157	)
Cash flows from (used in) financing activities
Drawdown of borrowings	—		3,152		1,348		206		—		4,706
Repayment of borrowings	—		(4,774	)	(1,450	)	(115	)	—		(6,339	)
Net related party borrowings (repayments)	45		122		(1,824	)	(120	)	1,777		—
Payment of debt transaction costs	—		(34	)	(76	)	—		—		(110	)
Other	—		—		(5	)	(1	)	—		(6	)
Net cash from (used in) financing activities	45		(1,534	)	(2,007	)	(30	)	1,777		(1,749	)

Condensed consolidating statement of comprehensive income

	For the year ended December 31, 2015
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Revenue	—		—		9,795		1,594		(211	)	11,178
Cost of sales	—		—		(7,825	)	(1,364	)	211		(8,978	)
Gross profit	—		—		1,970		230		—		2,200
Net other income (expenses) and share of equity method earnings, net of income tax	(358	)	—		110		(15	)	316		53
Selling, marketing and distribution expenses	—		—		(228	)	(34	)	—		(262	)
General and administration expenses	—		—		(668	)	(77	)	—		(745	)
Profit (loss) from operating activities	(358	)	—		1,184		104		316		1,246
Financial income	19		1,074		18		72		(1,161	)	22
Financial expenses	(15	)	(1,238	)	(1,433	)	(37	)	1,161		(1,562	)
Net financial income (expenses)	4		(164	)	(1,415	)	35		—		(1,540	)
Profit (loss) from continuing operations before income tax	(354	)	(164	)	(231	)	139		316		(294	)
Income tax (expense) benefit	(2	)	43		(68	)	(33	)	—		(60	)
Profit (loss) from continuing operations	(356	)	(121	)	(299	)	106		316		(354	)
Profit (loss) from discontinued operations, net of income tax	2,672		—		2,678		4		(2,682	)	2,672
Profit (loss) for the year	2,316		(121	)	2,379		110		(2,366	)	2,318
Total other comprehensive income (loss), net of income tax	(391	)	—		(369	)	(125	)	494		(391	)
Total comprehensive income (loss) for the year	1,925		(121	)	2,010		(15	)	(1,872	)	1,927
Profit (loss) attributable to:
Equity holder of the Group - continuing operations	(356	)	(121	)	(299	)	104		316		(356	)
Equity holder of the Group - discontinued operations	2,672		—		2,678		4		(2,682	)	2,672
Non-controlling interests	—		—		—		2		—		2
	2,316		(121	)	2,379		110		(2,366	)	2,318
Total comprehensive income (loss) attributable to:
Equity holder of the Group - continuing operations	(326	)	(121	)	(247	)	(13	)	381		(326	)
Equity holder of the Group - discontinued operations	2,251		—		2,257		(4	)	(2,253	)	2,251
Non-controlling interests	—		—		—		2		—		2
	1,925		(121	)	2,010		(15	)	(1,872	)	1,927

Condensed consolidating statement of cash flows

	For the year ended December 31, 2015
(In $ million)	Parent		Reynolds Notes Issuers		Other guarantor entities		Non-guarantor entities		Adjustments and eliminations		Consolidated
Net cash from (used in) operating activities	(41	)	(800	)	698		(26	)	823		654
Cash flows from (used in) investing activities
Acquisition of property, plant and equipment and intangible assets	—		—		(323	)	(58	)	—		(381	)
Purchases of short-term investments	—		—		(200	)	—		—		(200	)
Proceeds from sale of short-term investments	—		—		200		—		—		200
Proceeds from sale of property, plant and equipment and other assets	—		—		23		—		—		23
Proceeds from insurance claims	—		—		26		—		—		26
Disposal of businesses, net of cash disposed	—		—		4,168		(20	)	—		4,148
Net related party (advances) repayments	—		4,010		(9	)	12		(4,013	)	—
Proceeds from intercompany share repurchase	41		—		—		—		(41	)	—
Intercompany capital injection	—		—		(7	)	—		7		—
Related party interest received	—		803		14		6		(823	)	—
Other	—		—		3		1		—		4
Net cash from (used in) investing activities	41		4,813		3,895		(59	)	(4,870	)	3,820
Cash flows from (used in) financing activities
Drawdown of borrowings	—		—		—		150		—		150
Repayment of borrowings	—		(3,982	)	(72	)	(228	)	—		(4,282	)
Net related party borrowings (repayments)	—		(30	)	(4,022	)	39		4,013		—
Payment of debt transaction costs	—		—		(15	)	—		—		(15	)
Payment for intercompany share repurchase	—		—		(41	)	—		41		—
Proceeds from intercompany capital injection	—		—		—		7		(7	)	—
Other	—		—		(4	)	(5	)	—		(9	)
Net cash from (used in) financing activities	—		(4,012	)	(4,154	)	(37	)	4,047		(4,156	)

XML

Basis of preparation (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Adjustments For Error Corrections [Line Items]
Provisions for employee benefits		$ 1,258	$ 1,410
Other comprehensive income		257	8	$ (391)
Gross profit		2,322	2,387	2,200
General and administration expenses	[1]	(745)	(855)	(745)
Profit (loss)		439	161	2,318
Adjusted EBITDA from continuing operations		2,078	2,103	2,019
Net cash from operating activities		$ 840	$ 876	654
Overstatement of Employee Benefit Liability [member]
Adjustments For Error Corrections [Line Items]
Provisions for employee benefits				(19)
Net deferred tax liabilities				7
Other comprehensive income				12
Gross profit				0
Amortization Expense Error [member]
Adjustments For Error Corrections [Line Items]
Intangible assets other than goodwill				18
General and administration expenses				18
Profit (loss)				11
Adjusted EBITDA from continuing operations				0
Net cash from operating activities				$ 0

[1] For information on expenses by nature, refer to notes 8, 9, 12, 13, 14, 17 and 23.

XML

Significant accounting policies (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Bottom of range [member] | Buildings [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	20 years
Bottom of range [member] | Plant and Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	3 years
Bottom of range [member] | Fixtures and fittings [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	3 years
Bottom of range [member] | Brand names [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	5 years
Bottom of range [member] | Customer-related intangible assets [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	6 years
Bottom of range [member] | Technology-based intangible assets [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	3 years
Bottom of range [member] | Copyrights, patents and other industrial property rights, service and operating rights [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	5 years
Top of range [member] | Buildings [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	50 years
Top of range [member] | Plant and Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	25 years
Top of range [member] | Fixtures and fittings [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	20 years
Top of range [member] | Brand names [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	15 years
Top of range [member] | Customer-related intangible assets [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	25 years
Top of range [member] | Technology-based intangible assets [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	15 years
Top of range [member] | Copyrights, patents and other industrial property rights, service and operating rights [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful lives or amortisation rates, intangible assets other than goodwill	14 years
Euro Member Countries, Euro [member]
Disclosure of detailed information about property, plant and equipment [line items]
Average foreign exchange rate	1.13	1.11	1.11
Closing foreign exchange rate	1.19	1.06
Mexico, Pesos [member]
Disclosure of detailed information about property, plant and equipment [line items]
Average foreign exchange rate	0.53	0.54	0.63
Closing foreign exchange rate	0.51	0.48
New Zealand, Dollars [member]
Disclosure of detailed information about property, plant and equipment [line items]
Average foreign exchange rate	0.71	0.70	0.70
Closing foreign exchange rate	0.71	0.70
Canada, Dollars [member]
Disclosure of detailed information about property, plant and equipment [line items]
Average foreign exchange rate	0.77	0.75	0.78
Closing foreign exchange rate	0.80	0.74

XML

Segment reporting (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of operating segments [line items]
Revenue	$ 10,524	$ 10,646	$ 11,178
Gross profit	2,322	2,387	2,200
Expenses and other income	(1,100)	(1,242)	(954)
Profit from operating activities	1,222	1,145	1,246
Financial income	49	169	22
Financial expenses	(750)	(1,042)	(1,562)
Profit (loss) from continuing operations before income tax	521	272	(294)
Income tax (expense) benefit	(81)	(105)	(60)
Profit (loss) from continuing operations	440	167	(354)
Depreciation and amortisation expense	674	707	714
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	1,896	1,852	1,960
Asset impairment charges, net of reversals	45	45	17
(Gain) loss on sale or disposal of businesses and non-current assets	10
Non-cash change in multi-employer pension plan withdrawal liability		(11)
Non-cash pension expense, net of settlement gain	58	124	65
Operational process engineering-related consultancy costs	15	21	18
Related party management fee	31	40	59
Restructuring costs, net of reversals	23	49	9
Unrealized (gain) loss on derivatives		(20)	(106)
Other	0	3	(3)
Adjusted EBITDA from continuing operations	2,078	2,103	2,019
Segment assets (excluding intercompany balances)	16,682	16,954
Additions	392	340
Additions	12	4
Segment liabilities (excluding intercompany balances)	15,030	15,997
Reynolds Consumer Products [member]
Disclosure of operating segments [line items]
Revenue	2,959	2,936	2,969
Pactiv Foodservice [member]
Disclosure of operating segments [line items]
Revenue	3,729	3,748	3,958
Graham Packaging [member]
Disclosure of operating segments [line items]
Revenue	2,147	2,223	2,447
Evergreen [member]
Disclosure of operating segments [line items]
Revenue	1,562	1,580	1,653
Closures [member]
Disclosure of operating segments [line items]
Revenue	901	928	982
Operating segments [member] | Reynolds Consumer Products [member]
Disclosure of operating segments [line items]
Revenue	2,807	2,790	2,796
Gross profit	853	873	743
Expenses and other income	(283)	(307)	(237)
Profit from operating activities	570	566	506
Depreciation and amortisation expense	86	92	96
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	656	658	602
Asset impairment charges, net of reversals	0	0	0
(Gain) loss on sale or disposal of businesses and non-current assets	0
Non-cash change in multi-employer pension plan withdrawal liability		0
Non-cash pension expense, net of settlement gain	0	0	0
Operational process engineering-related consultancy costs	3	0	0
Related party management fee	0	0	0
Restructuring costs, net of reversals	5	0	0
Unrealized (gain) loss on derivatives		(8)	(21)
Other	(4)	0	0
Adjusted EBITDA from continuing operations	660	650	581
Segment assets (excluding intercompany balances)	4,122	4,047
Additions	55	43
Additions	2	1
Segment liabilities (excluding intercompany balances)	596	808
Operating segments [member] | Pactiv Foodservice [member]
Disclosure of operating segments [line items]
Revenue	3,237	3,254	3,414
Gross profit	721	691	620
Expenses and other income	(319)	(333)	(177)
Profit from operating activities	402	358	443
Depreciation and amortisation expense	205	223	211
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	607	581	654
Asset impairment charges, net of reversals	36	28	6
(Gain) loss on sale or disposal of businesses and non-current assets	11
Non-cash change in multi-employer pension plan withdrawal liability		(1)
Non-cash pension expense, net of settlement gain	0	0	0
Operational process engineering-related consultancy costs	12	21	18
Related party management fee	0	0	0
Restructuring costs, net of reversals	8	31	1
Unrealized (gain) loss on derivatives		(7)	(77)
Other	3	9	0
Adjusted EBITDA from continuing operations	677	662	602
Segment assets (excluding intercompany balances)	4,743	4,797
Additions	104	85
Additions	2	0
Segment liabilities (excluding intercompany balances)	881	1,215
Operating segments [member] | Graham Packaging [member]
Disclosure of operating segments [line items]
Revenue	2,147	2,223	2,447
Gross profit	323	335	364
Expenses and other income	(188)	(202)	(207)
Profit from operating activities	135	133	157
Depreciation and amortisation expense	257	269	282
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	392	402	439
Asset impairment charges, net of reversals	7	11	7
(Gain) loss on sale or disposal of businesses and non-current assets	(6)
Non-cash change in multi-employer pension plan withdrawal liability		0
Non-cash pension expense, net of settlement gain	0	0	0
Operational process engineering-related consultancy costs	0	0	0
Related party management fee	0	0	0
Restructuring costs, net of reversals	4	12	1
Unrealized (gain) loss on derivatives		0	(1)
Other	0	(4)	(1)
Adjusted EBITDA from continuing operations	397	421	445
Segment assets (excluding intercompany balances)	4,430	4,489
Additions	136	109
Additions	4	2
Segment liabilities (excluding intercompany balances)	814	1,028
Operating segments [member] | Evergreen [member]
Disclosure of operating segments [line items]
Revenue	1,448	1,467	1,553
Gross profit	276	315	310
Expenses and other income	(79)	(88)	(79)
Profit from operating activities	197	227	231
Depreciation and amortisation expense	59	57	57
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	256	284	288
Asset impairment charges, net of reversals	0	0	0
(Gain) loss on sale or disposal of businesses and non-current assets	0
Non-cash change in multi-employer pension plan withdrawal liability		(10)
Non-cash pension expense, net of settlement gain	0	0	0
Operational process engineering-related consultancy costs	0	0	0
Related party management fee	0	0	0
Restructuring costs, net of reversals	2	1	0
Unrealized (gain) loss on derivatives		(3)	(3)
Other	0	(2)	(3)
Adjusted EBITDA from continuing operations	258	270	282
Segment assets (excluding intercompany balances)	1,163	1,130
Additions	63	73
Additions	3	1
Segment liabilities (excluding intercompany balances)	386	411
Operating segments [member] | Closures [member]
Disclosure of operating segments [line items]
Revenue	885	912	968
Gross profit	155	173	164
Expenses and other income	(103)	(108)	(92)
Profit from operating activities	52	65	72
Depreciation and amortisation expense	66	65	68
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	118	130	140
Asset impairment charges, net of reversals	2	6	4
(Gain) loss on sale or disposal of businesses and non-current assets	6
Non-cash change in multi-employer pension plan withdrawal liability		0
Non-cash pension expense, net of settlement gain	0	0	0
Operational process engineering-related consultancy costs	0	0	0
Related party management fee	0	0	0
Restructuring costs, net of reversals	4	5	7
Unrealized (gain) loss on derivatives		(2)	(4)
Other	1	(1)	0
Adjusted EBITDA from continuing operations	131	138	147
Segment assets (excluding intercompany balances)	1,147	1,195
Additions	31	28
Additions	0	0
Segment liabilities (excluding intercompany balances)	255	254
Elimination of intersegment amounts [member]
Disclosure of operating segments [line items]
Revenue	(774)	(769)	(831)
Elimination of intersegment amounts [member] | Reynolds Consumer Products [member]
Disclosure of operating segments [line items]
Revenue	152	146	173
Elimination of intersegment amounts [member] | Pactiv Foodservice [member]
Disclosure of operating segments [line items]
Revenue	492	494	544
Elimination of intersegment amounts [member] | Graham Packaging [member]
Disclosure of operating segments [line items]
Revenue	0	0	0
Elimination of intersegment amounts [member] | Evergreen [member]
Disclosure of operating segments [line items]
Revenue	114	113	100
Elimination of intersegment amounts [member] | Closures [member]
Disclosure of operating segments [line items]
Revenue	16	16	14
Unallocated amounts [member]
Disclosure of operating segments [line items]
Revenue	(774)	(769)	(831)
Gross profit	(6)		(1)
Expenses and other income	(128)	(204)	(162)
Profit from operating activities	(134)	(204)	(163)
Depreciation and amortisation expense	1	1	0
Earnings before interest, tax, depreciation and amortization (“EBITDA”) from continuing operations	(133)	(203)	(163)
Asset impairment charges, net of reversals	0	0	0
(Gain) loss on sale or disposal of businesses and non-current assets	(1)
Non-cash change in multi-employer pension plan withdrawal liability		0
Non-cash pension expense, net of settlement gain	58	124	65
Operational process engineering-related consultancy costs	0	0	0
Related party management fee	31	40	59
Restructuring costs, net of reversals	0	0	0
Unrealized (gain) loss on derivatives		0	0
Other	0	1	1
Adjusted EBITDA from continuing operations	(45)	(38)	$ (38)
Segment assets (excluding intercompany balances)	1,077	1,296
Additions	3	2
Additions	1	0
Segment liabilities (excluding intercompany balances)	$ 12,098	$ 12,281

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Segment reporting Geographic (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of geographical areas [line items]
Revenue	$ 10,524	$ 10,646	$ 11,178
Non-current assets	12,685	13,005
United States [member]
Disclosure of geographical areas [line items]
Revenue	8,962	9,006	9,376
Non-current assets	11,861	12,102
Remaining North American Region [member]
Disclosure of geographical areas [line items]
Revenue	632	620	686
Non-current assets	279	272
Asia [member]
Disclosure of geographical areas [line items]
Revenue	449	462	480
Non-current assets	179	231
Europe [member]
Disclosure of geographical areas [line items]
Revenue	319	383	423
Non-current assets	213	288
South America [member]
Disclosure of geographical areas [line items]
Revenue	152	164	196
Non-current assets	79	92
Other Regions [member]
Disclosure of geographical areas [line items]
Revenue	10	11	17
Non-current assets	74	20
Country of domicile [member]
Disclosure of geographical areas [line items]
Revenue	0	0	$ 0
Non-current assets	$ 49	$ 0

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Segment reporting Major customers (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of major customers [line items]
Revenue	$ 10,524	$ 10,646	$ 11,178
Reynolds Consumer Products [member]
Disclosure of major customers [line items]
Revenue	2,959	2,936	$ 2,969
Reynolds Consumer Products [member] | Customers [member]
Disclosure of major customers [line items]
Revenue	$ 1,163	$ 1,104

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Segment reporting Product lines (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of products and services [line items]
Revenue	$ 10,524	$ 10,646	$ 11,178
Foodservice packaging [member]
Disclosure of products and services [line items]
Revenue	3,729	3,748	3,958
Food and beverage package containers [member]
Disclosure of products and services [line items]
Revenue	1,487	1,541	1,704
Waste and storage products [member]
Disclosure of products and services [line items]
Revenue	1,157	1,166	1,205
Cooking products [member]
Disclosure of products and services [line items]
Revenue	1,071	1,060	1,060
Caps and closures [member]
Disclosure of products and services [line items]
Revenue	901	928	982
Carton packaging [member]
Disclosure of products and services [line items]
Revenue	774	809	835
Non-food plastic containers [member]
Disclosure of products and services [line items]
Revenue	660	682	743
Tableware [member]
Disclosure of products and services [line items]
Revenue	731	710	704
Liquid packaging board [member]
Disclosure of products and services [line items]
Revenue	453	414	443
Paper products [member]
Disclosure of products and services [line items]
Revenue	335	357	375
Elimination of intersegment amounts [member]
Disclosure of products and services [line items]
Revenue	$ (774)	$ (769)	$ (831)

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Net other income (expenses) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of other operating income (expense) [Abstract]
Asset impairment charges, net of reversals	$ (45)	$ (45)	$ (17)
Gain (loss) on sale or disposal of businesses and non-current assets	(11)	(4)	3
Net foreign currency exchange gains (losses)	(2)	(10)	12
Related party management fee (refer to note 21)	(31)	(40)	(59)
Unrealized gain (loss) on derivatives (refer to note 20)	0	18	114
Other	11	9	0
Net other income (expenses)	$ (78)	$ (72)	$ 53

XML

Discontinued operations and assets and liabilities held for sale (Details) € in Millions, $ in Millions		1 Months Ended		12 Months Ended
	Mar. 13, 2015 USD ($)	Jun. 30, 2017 EUR (€)	Nov. 30, 2016 EUR (€)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Disclosure of Non-current Assets Held for Sale and Discontinued Operations [Line Items]
Consideration paid (received)	$ 4,149
Contingent consideration proceeds | €		€ 10	€ 150
Cash proceeds received						$ 4,233
Disposal costs						(5)
Net proceeds received						4,228
Cash and cash equivalents				$ 617	$ 932	1,977
Trade and other receivables, net				1,136	1,051
Deferred tax assets				32	8
Property, plant and equipment				2,923	3,010	3,184
Investments in associates and joint ventures				24	22
Trade and other payables				(1,116)	(1,182)
Deferred tax liabilities				(1,014)	(1,082)
Provisions and employee benefits				(1,258)	(1,410)
Net assets				1,652	957
Revenue				0	0	334
Expenses				0	0	(507)
Profit (loss) before income tax				0	0	(173)
Income tax expense				0	0	(6)
Profit (loss) from discontinued operations prior to gain on disposal				0	0	(179)
Gain (loss) on remeasurement or disposal				(1)	(6)	2,903
Tax expense on disposal				0	0	(52)
Gain (loss) on remeasurement or disposal, net of tax				(1)	(6)	2,851
Profit (loss) from discontinued operations				(1)	(6)	2,672
Net cash from (used in) operating activities				0	(7)	(16)
Net cash used in investing activities				0	0	(27)
Net cash used in financing activities				0	0	0
Net cash from (used in) discontinued operations				$ 0	$ (7)	(43)
Discontinued operations [member]
Disclosure of Non-current Assets Held for Sale and Discontinued Operations [Line Items]
Contingent consideration receivable						169
Indemnification reserve						(12)
Cash and cash equivalents						84
Trade and other receivables, net						204
Current tax assets						3
Inventories						191
Deferred tax assets						33
Property, plant and equipment						795
Intangible assets						982
Investments in associates and joint ventures						112
Other current and non-current assets						177
Trade and other payables						(278)
Current tax liabilities						(52)
Deferred tax liabilities						(61)
Provisions and employee benefits						(192)
Other current and non-current liabilities						(64)
Net assets						1,934
Gain on sale before reclassification of foreign currency translation reserve						2,451
Reclassification of foreign currency translation reserve						452
Gain (loss) on remeasurement or disposal						$ 2,903

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Personnel expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Employee Benefits [Line Items]
Employee benefits expense	$ 2,058	$ 2,122	$ 2,061
Discontinued operations [member]
Employee Benefits [Line Items]
Employee benefits expense	$ 0	$ 0	$ 68

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Financial income and expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Revenue [abstract]
Interest income	$ 3	$ 5	$ 3
Interest income on related party loans (refer to note 21)	17	17	19
Net gain in fair value of derivatives	29	134	0
Net foreign currency exchange gain	0	13	0
Financial income	49	169	22
Transaction costs	(17)	(28)	(33)
Fair value adjustment of acquired notes	1	2	2
Embedded derivatives	7	8	9
Net loss in fair value of derivatives	0	0	(198)
Net foreign currency exchange loss	(44)	0	(32)
Loss on extinguishment of debt(a)(b)(c)	(67)	(168)	(305)
Other	(13)	(12)	(11)
Financial expenses	(750)	(1,042)	(1,562)
Net financial expenses	(701)	(873)	(1,540)
Reynolds Notes, Senior Notes 8.250%, Credit Agreement, And 2017 Securitization Facility [member]
Revenue [abstract]
Write off of deferred debt issuance cost	56
Securitization Facility [member]
Revenue [abstract]
Interest expense on borrowings	(13)	(9)	(8)
Credit Agreement [member]
Revenue [abstract]
Interest expense on borrowings	$ (146)	(119)	(110)
Reynolds Notes, Senior Secured Notes 7.125% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	7.125%
Revenue [abstract]
Interest expense on borrowings	$ 0	(26)	(57)
Transaction costs			1
Redemption premium			8
Reynolds Notes, Senior Secured Notes 7.875% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	7.875%
Revenue [abstract]
Interest expense on borrowings	$ 0	(27)	(64)
Reynolds Notes, Senior Secured Notes 5.750% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	5.75%
Revenue [abstract]
Interest expense on borrowings	$ (186)	(186)	(186)
Reynolds Notes, Senior Secured Notes 6.875% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	6.875%
Revenue [abstract]
Interest expense on borrowings	$ (44)	(65)	(69)
Reynolds Notes, Senior Secured Notes Floating Rate [member]
Revenue [abstract]
Interest expense on borrowings	$ (35)	(16)	0
Reynolds Notes, Senior Secured Notes 5.125% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	5.125%
Revenue [abstract]
Interest expense on borrowings	$ (82)	(41)	0
Reynolds Notes, Senior Notes 8.500% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	8.50%
Revenue [abstract]
Interest expense on borrowings	$ 0	(28)	(63)
Reynolds Notes, Senior Notes 9.000% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	9.00%
Revenue [abstract]
Interest expense on borrowings	$ 0	(28)	(73)
Reynolds Notes, Senior Notes 9.875% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	9.875%
Revenue [abstract]
Interest expense on borrowings	$ 0	(83)	(147)
Reynolds Notes, Senior Notes 8.250% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	8.25%
Revenue [abstract]
Interest expense on borrowings	$ (4)	(75)	(82)
Reynolds Notes, Senior Notes 8.250% [member]
Revenue [abstract]
Redemption premium	$ 11
Certain Senior Secured Notes And Senior Notes [member]
Revenue [abstract]
Write off of deferred debt issuance cost		43
Redemption premium		125	296
Reynolds Notes, Senior Notes 7.000% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	7.00%
Revenue [abstract]
Interest expense on borrowings	$ (56)	(29)	0
2013 Notes, Senior Notes 5.625% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	5.625%
Revenue [abstract]
Interest expense on borrowings	$ 0	(30)	(36)
2013 Notes, Senior Subordinated Notes 6.000% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	6.00%
Revenue [abstract]
Interest expense on borrowings	$ 0	(18)	(35)
Pactiv Notes, Debentures 8.125% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	8.125%
Revenue [abstract]
Interest expense on borrowings	$ (11)	(24)	(24)
Pactiv Notes, Notes 6.400% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	6.40%
Revenue [abstract]
Interest expense on borrowings	$ (1)	(1)	(1)
Pactiv Notes, Debentures 7.950% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	7.95%
Revenue [abstract]
Interest expense on borrowings	$ (22)	(22)	(22)
Pactiv Notes, Debentures 8.375% [member]
Analysis of income and expense [Line Items]
Borrowings, interest rate	8.375%
Revenue [abstract]
Interest expense on borrowings	$ (17)	$ (17)	$ (17)

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Income tax (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Current tax (expense) benefit
Current year	$ (201)	$ (123)	$ (89)
Adjustments for prior years	2	(1)	0
Current tax expense (benefit) and adjustments for current tax of prior periods	(199)	(124)	(89)
Deferred tax (expense) benefit
Origination and reversal of temporary differences	100	16	23
Recognition of previously unrecognized tax losses and temporary differences	24	0	10
Adjustments for prior years	(6)	3	(4)
Deferred tax expense (benefit)	118	19	29
Income tax (expense) benefit	(81)	(105)	(60)
Income tax relating to components of other comprehensive income	25	45	$ 99
Current tax assets	14	21
Current tax liabilities	$ 44	$ 46

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Income tax Reconciliation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Reconciliation of accounting profit multiplied by applicable tax rates [abstract]
Profit (loss) from continuing operations before income tax	$ 521	$ 272	$ (294)
Income tax using the New Zealand tax rate of 28%	(146)	(76)	83
Effect of tax rates in foreign jurisdictions	(57)	(21)	(3)
Non-deductible expenses and permanent differences	(30)	(14)	(25)
Tax exempt income and income at a reduced tax rate	9	2	3
Currency translation (gain) loss	25	11	(14)
Domestic manufacturing deduction	13	13	0
Withholding tax	(10)	(5)	(6)
Deemed mandatory repatriation	(5)	0	0
Tax rate modifications	339	0	0
Write-off of previously recognized deferred tax assets	(228)	0	(31)
Recognition of deferred tax asset for previously unrecognized tax losses	24	0	8
Change in unrecognized tax losses and temporary differences	(21)	(15)	(66)
Tax on unremitted earnings	9	(1)	(7)
Over (under) provided in prior periods	(4)	2	(4)
Other	1	(1)	2
Income tax (expense) benefit	$ (81)	$ (105)	$ (60)

XML

Income tax Change in Tax Rates (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Taxes [Abstract]
Tax rate modifications	$ 339	$ 0	$ 0
Tax Cuts and Jobs Act of 2017, reclassification	42
Interest carryforward		$ 562
Tax Cuts and Jobs Act of 2017, change in tax rate, deferred tax asset	228
Tax Cuts and Jobs Act of 2017, change in tax rate, deferred tax liability	$ 5

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Income tax Deferred Tax Asset Rollforward (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Reconciliation of changes in deferred tax liability (asset) [abstract]
Deferred tax liability (asset)	$ (1,074)	$ (1,048)
Deferred tax expense (income) recognised in profit or loss	118	19
Deferred tax relating to items credited (charged) directly to equity	(25)	(45)
Increase (decrease) through net exchange differences, deferred tax liability (asset)	(1)	0
Deferred tax liability (asset)	(982)	(1,074)
Deferred tax assets	32	8
Deferred tax liabilities	(1,014)	(1,082)
Derivatives [member]
Reconciliation of changes in deferred tax liability (asset) [abstract]
Deferred tax liability (asset)	(99)	(33)
Deferred tax expense (income) recognised in profit or loss	26	(66)
Deferred tax relating to items credited (charged) directly to equity	0	0
Increase (decrease) through net exchange differences, deferred tax liability (asset)	0	0
Deferred tax liability (asset)	(73)	(99)
Property, plant and equipment [member]
Reconciliation of changes in deferred tax liability (asset) [abstract]
Deferred tax liability (asset)	(556)	(583)
Deferred tax expense (income) recognised in profit or loss	197	26
Deferred tax relating to items credited (charged) directly to equity	0	0
Increase (decrease) through net exchange differences, deferred tax liability (asset)	(1)	1
Deferred tax liability (asset)	(360)	(556)
Intangible assets [member]
Reconciliation of changes in deferred tax liability (asset) [abstract]
Deferred tax liability (asset)	(1,711)	(1,763)
Deferred tax expense (income) recognised in profit or loss	612	46
Deferred tax relating to items credited (charged) directly to equity	0	0
Increase (decrease) through net exchange differences, deferred tax liability (asset)	(3)	6
Deferred tax liability (asset)	(1,102)	(1,711)
Employee benefits [member]
Reconciliation of changes in deferred tax liability (asset) [abstract]
Deferred tax liability (asset)	492	490
Deferred tax expense (income) recognised in profit or loss	(214)	47
Deferred tax relating to items credited (charged) directly to equity	(20)	(43)
Increase (decrease) through net exchange differences, deferred tax liability (asset)	0	(2)
Deferred tax liability (asset)	258	492
Unused tax losses [member]
Reconciliation of changes in deferred tax liability (asset) [abstract]
Deferred tax liability (asset)	97	110
Deferred tax expense (income) recognised in profit or loss	(12)	(13)
Deferred tax relating to items credited (charged) directly to equity	0	0
Increase (decrease) through net exchange differences, deferred tax liability (asset)	0	0
Deferred tax liability (asset)	85	97
Interest [member]
Reconciliation of changes in deferred tax liability (asset) [abstract]
Deferred tax liability (asset)	562	501
Deferred tax expense (income) recognised in profit or loss	(450)	61
Deferred tax relating to items credited (charged) directly to equity	0	0
Increase (decrease) through net exchange differences, deferred tax liability (asset)	0	0
Deferred tax liability (asset)	112	562
Other Items [member]
Reconciliation of changes in deferred tax liability (asset) [abstract]
Deferred tax liability (asset)	141	230
Deferred tax expense (income) recognised in profit or loss	(41)	(82)
Deferred tax relating to items credited (charged) directly to equity	(5)	(2)
Increase (decrease) through net exchange differences, deferred tax liability (asset)	3	(5)
Deferred tax liability (asset)	$ 98	$ 141

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Income tax Unrecognized Deferred Taxes Rollforward (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deductible (taxable) temporary differences	$ 239	$ 22
Tax losses	344	512
Total unrecognized deferred tax assets	583	$ 534
Taxable temporary differences [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Unrecognized tax benefits	$ 35

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Trade and other receivables, net Schedule Of Trade And Other Receivables, Net (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Trade Receivables [Line Items]
Trade receivables	$ 1,059	$ 963
Other receivables	69	78
Amounts receivable, related party transactions	8	10
Total current trade and other receivables, net	1,136	1,051
Other receivables	23	22
Total non-current receivables	352	352
Gross carrying amount [member]
Trade Receivables [Line Items]
Trade receivables	1,067	976
Accumulated impairment [member]
Trade Receivables [Line Items]
Trade receivables	(8)	(13)
Rank Group Limited [member]
Trade Receivables [Line Items]
Amounts receivable, related party transactions	$ 329	$ 330

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Trade and other receivables, net Aging Of Trade Receivables, Net Of Provision For Impairment (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables	$ 1,059	$ 963
Current [member]
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables	954	887
Past due 1 to 30 days [member]
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables	73	58
Past due 31 to 60 days [member]
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables	13	5
Past due 61 to 90 days [member]
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables	8	6
Past due more than 90 days [member]
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables	$ 11	$ 7

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Inventories (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Inventories [Abstract]
Raw materials and consumables	$ 391	$ 331
Work in progress	161	163
Finished goods	717	654
Engineering and maintenance materials	116	115
Provision against inventories	(15)	(18)
Current inventories	1,370	1,245
Classes of Current Inventories [Line Items]
Inventory write-down	6	8	$ 12
Reversal of inventory write-down	3	2	2
Continuing operations [member]
Classes of Current Inventories [Line Items]
Current raw materials	4,600	4,600	5,300
Discontinued operations [member]
Classes of Current Inventories [Line Items]
Current raw materials	$ 0	$ 0	$ 200

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Property, plant and equipment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	$ 3,010	$ 3,184	$ 3,184
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	3,010	3,184
Additions	392	340
Capitalization of borrowing costs	3	3
Disposals	(10)	(6)
Depreciation for the year	(419)	(445)	(463)
Impairment losses, net of reversals	(10)	(44)
Other transfers	(68)	(4)
Effect of movements in exchange rates	25	(18)
Property, plant and equipment, ending balance	2,923	3,010	3,184
Land [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	168	171	171
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	168	171
Additions	0	0
Capitalization of borrowing costs	0	0
Disposals	0	0
Depreciation for the year	0	0
Impairment losses, net of reversals	0	0
Other transfers	(1)	(1)
Effect of movements in exchange rates	3	(2)
Property, plant and equipment, ending balance	170	168	171
Buildings and Improvements [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	498	538	538
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	498	538
Additions	2	0
Capitalization of borrowing costs	0	0
Disposals	0	(3)
Depreciation for the year	(50)	(51)
Impairment losses, net of reversals	0	(5)
Other transfers	18	24
Effect of movements in exchange rates	4	(5)
Property, plant and equipment, ending balance	472	498	538
Plant and Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	2,100	2,269	2,269
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	2,100	2,269
Additions	0	0
Capitalization of borrowing costs	0	0
Disposals	(10)	(3)
Depreciation for the year	(367)	(392)
Impairment losses, net of reversals	(9)	(38)
Other transfers	235	273
Effect of movements in exchange rates	16	(9)
Property, plant and equipment, ending balance	1,965	2,100	2,269
Capital work in progress [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	226	186	186
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	226	186
Additions	390	340
Capitalization of borrowing costs	3	3
Disposals	0	0
Depreciation for the year	0	0
Impairment losses, net of reversals	(1)	(1)
Other transfers	(320)	(300)
Effect of movements in exchange rates	2	(2)
Property, plant and equipment, ending balance	300	226	186
Finance leased assets [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	18	20	20
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	18	20
Additions	0	0
Capitalization of borrowing costs	0	0
Disposals	0	0
Depreciation for the year	(2)	(2)
Impairment losses, net of reversals	0	0
Other transfers	0	0
Effect of movements in exchange rates	0	0
Property, plant and equipment, ending balance	16	18	$ 20
Cost [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	6,172	6,172
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	6,172
Property, plant and equipment, ending balance	6,332	6,172
Cost [member] | Land [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	168	168
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	168
Property, plant and equipment, ending balance	170	168
Cost [member] | Buildings and Improvements [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	888	888
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	888
Property, plant and equipment, ending balance	903	888
Cost [member] | Plant and Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	4,862	4,862
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	4,862
Property, plant and equipment, ending balance	4,931	4,862
Cost [member] | Capital work in progress [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	226	226
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	226
Property, plant and equipment, ending balance	300	226
Cost [member] | Finance leased assets [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	28	28
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	28
Property, plant and equipment, ending balance	28	28
Accumulated depreciation [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	(3,112)	(3,112)
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	(3,112)
Property, plant and equipment, ending balance	(3,359)	(3,112)
Accumulated depreciation [member] | Land [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	0	0
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	0
Property, plant and equipment, ending balance	0	0
Accumulated depreciation [member] | Buildings and Improvements [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	(390)	(390)
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	(390)
Property, plant and equipment, ending balance	(431)	(390)
Accumulated depreciation [member] | Plant and Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	(2,712)	(2,712)
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	(2,712)
Property, plant and equipment, ending balance	(2,916)	(2,712)
Accumulated depreciation [member] | Capital work in progress [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	0	0
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	0
Property, plant and equipment, ending balance	0	0
Accumulated depreciation [member] | Finance leased assets [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	(10)	(10)
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	(10)
Property, plant and equipment, ending balance	(12)	(10)
Accumulated impairment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	(50)	(50)
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	(50)
Property, plant and equipment, ending balance	(50)	(50)
Accumulated impairment [member] | Land [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	0	0
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	0
Property, plant and equipment, ending balance	0	0
Accumulated impairment [member] | Buildings and Improvements [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	0	0
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	0
Property, plant and equipment, ending balance	0	0
Accumulated impairment [member] | Plant and Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	(50)	(50)
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	(50)
Property, plant and equipment, ending balance	(50)	(50)
Accumulated impairment [member] | Capital work in progress [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	0	0
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	0
Property, plant and equipment, ending balance	0	0
Accumulated impairment [member] | Finance leased assets [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	0	0
Reconciliation of changes in property, plant and equipment [abstract]
Property, plant and equipment, beginning balance	0
Property, plant and equipment, ending balance	$ 0	$ 0

XML

Property, plant and equipment Depreciation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of detailed information about depreciation [Line Items]
Depreciation for the year	$ 419	$ 445	$ 463
Write-downs (reversals of write-downs) of property, plant and equipment	10	44	17
Cost of Sales [member]
Disclosure of detailed information about depreciation [Line Items]
Depreciation for the year	411	436	452
General and Administrative Expense [member]
Disclosure of detailed information about depreciation [Line Items]
Depreciation for the year	$ 8	$ 9	$ 11

XML

Intangible assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	$ 9,902	$ 10,192	$ 10,192
Intangible assets and goodwill, beginning balance	9,902	10,192
Additions	12	4
Disposals, intangible assets and goodwill	(5)	(5)
Amortization for the year	(255)	(262)	(251)
Impairment losses	(5)	(2)
Transfers to assets held for sale	(25)
Other transfers	(1)
Effect of movements in exchange rates	36	(25)
Intangible assets and goodwill, ending balance	9,659	9,902	10,192
Goodwill [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	5,431	5,447	5,447
Intangible assets and goodwill, beginning balance	5,431	5,447
Additions	0	0
Disposals, intangible assets and goodwill	(1)	(5)
Impairment losses	0	(1)
Transfers to assets held for sale	19
Other transfers	0
Effect of movements in exchange rates	16	(10)
Intangible assets and goodwill, ending balance	5,465	5,431	5,447
Brand names [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	1,684	1,689	1,689
Intangible assets and goodwill, beginning balance	1,684	1,689
Additions	0	0
Disposals, intangible assets and goodwill	0	0
Amortization for the year	(4)	(5)
Impairment losses	0	0
Transfers to assets held for sale	0
Other transfers	0
Effect of movements in exchange rates	0	0
Intangible assets and goodwill, ending balance	1,680	1,684	1,689
Customer-related intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	2,322	2,512	2,512
Intangible assets and goodwill, beginning balance	2,322	2,512
Additions	0	0
Disposals, intangible assets and goodwill	0	0
Amortization for the year	(168)	(174)
Impairment losses	0	(1)
Transfers to assets held for sale	(42)
Other transfers	0
Effect of movements in exchange rates	20	(15)
Intangible assets and goodwill, ending balance	2,132	2,322	2,512
Technology-based intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	385	463	463
Intangible assets and goodwill, beginning balance	385	463
Additions	10	2
Disposals, intangible assets and goodwill	(4)	0
Amortization for the year	(80)	(80)
Impairment losses	0	0
Transfers to assets held for sale	0
Other transfers	(1)
Effect of movements in exchange rates	0	0
Intangible assets and goodwill, ending balance	310	385	463
Other intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	80	81	81
Intangible assets and goodwill, beginning balance	80	81
Additions	2	2
Disposals, intangible assets and goodwill	0	0
Amortization for the year	(3)	(3)
Impairment losses	(5)	0
Transfers to assets held for sale	(2)
Other transfers	0
Effect of movements in exchange rates	0	0
Intangible assets and goodwill, ending balance	72	80	$ 81
Gross carrying amount [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	11,532	11,532
Intangible assets and goodwill, beginning balance	11,532
Intangible assets and goodwill, ending balance	11,534	11,532
Gross carrying amount [member] | Goodwill [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	5,431	5,431
Intangible assets and goodwill, beginning balance	5,431
Intangible assets and goodwill, ending balance	5,465	5,431
Gross carrying amount [member] | Brand names [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	1,763	1,763
Intangible assets and goodwill, beginning balance	1,763
Intangible assets and goodwill, ending balance	1,763	1,763
Gross carrying amount [member] | Customer-related intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	3,357	3,357
Intangible assets and goodwill, beginning balance	3,357
Intangible assets and goodwill, ending balance	3,321	3,357
Gross carrying amount [member] | Technology-based intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	878	878
Intangible assets and goodwill, beginning balance	878
Intangible assets and goodwill, ending balance	883	878
Gross carrying amount [member] | Other intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	103	103
Intangible assets and goodwill, beginning balance	103
Intangible assets and goodwill, ending balance	102	103
Accumulated depreciation and amortisation [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	(1,629)	(1,629)
Intangible assets and goodwill, beginning balance	(1,629)
Intangible assets and goodwill, ending balance	(1,869)	(1,629)
Accumulated depreciation and amortisation [member] | Goodwill [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	0	0
Intangible assets and goodwill, beginning balance	0
Intangible assets and goodwill, ending balance	0	0
Accumulated depreciation and amortisation [member] | Brand names [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	(79)	(79)
Intangible assets and goodwill, beginning balance	(79)
Intangible assets and goodwill, ending balance	(83)	(79)
Accumulated depreciation and amortisation [member] | Customer-related intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	(1,035)	(1,035)
Intangible assets and goodwill, beginning balance	(1,035)
Intangible assets and goodwill, ending balance	(1,189)	(1,035)
Accumulated depreciation and amortisation [member] | Technology-based intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	(493)	(493)
Intangible assets and goodwill, beginning balance	(493)
Intangible assets and goodwill, ending balance	(573)	(493)
Accumulated depreciation and amortisation [member] | Other intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	(22)	(22)
Intangible assets and goodwill, beginning balance	(22)
Intangible assets and goodwill, ending balance	(24)	(22)
Accumulated impairment [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	(1)	(1)
Intangible assets and goodwill, beginning balance	(1)
Intangible assets and goodwill, ending balance	(6)	(1)
Accumulated impairment [member] | Goodwill [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	0	0
Intangible assets and goodwill, beginning balance	0
Intangible assets and goodwill, ending balance	0	0
Accumulated impairment [member] | Brand names [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	0	0
Intangible assets and goodwill, beginning balance	0
Intangible assets and goodwill, ending balance	0	0
Accumulated impairment [member] | Customer-related intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	0	0
Intangible assets and goodwill, beginning balance	0
Intangible assets and goodwill, ending balance	0	0
Accumulated impairment [member] | Technology-based intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	0	0
Intangible assets and goodwill, beginning balance	0
Intangible assets and goodwill, ending balance	0	0
Accumulated impairment [member] | Other intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	(1)	(1)
Intangible assets and goodwill, beginning balance	(1)
Intangible assets and goodwill, ending balance	$ (6)	$ (1)

XML

Intangible assets Amortization (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Intangible Assets [Abstract]
Cost of sales	$ 42	$ 41	$ 42
General and administration expenses	213	221	209
Amortisation, intangible assets other than goodwill	$ 255	$ 262	$ 251

XML

Intangible assets Segments (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Goodwill [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	$ 5,465	$ 5,431
Brand names [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	1,661	1,661
Other intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	59	63
Reynolds Consumer Products [member] | Goodwill [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	1,913	1,913
Reynolds Consumer Products [member] | Brand names [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	850	850
Reynolds Consumer Products [member] | Other intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	0	0
Pactiv Foodservice [member] | Goodwill [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	1,697	1,689
Pactiv Foodservice [member] | Brand names [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	526	526
Pactiv Foodservice [member] | Other intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	59	63
Graham Packaging [member] | Goodwill [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	1,412	1,410
Graham Packaging [member] | Brand names [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	251	251
Graham Packaging [member] | Other intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	0	0
Evergreen [member] | Goodwill [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	67	67
Evergreen [member] | Brand names [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	34	34
Evergreen [member] | Other intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	0	0
Closures [member] | Goodwill [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	376	352
Closures [member] | Brand names [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	0	0
Closures [member] | Other intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	$ 0	$ 0

XML

Intangible assets Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Amortization for the year	$ (255)	$ (262)	$ (251)
Growth rate used to extrapolate cash flow projections	5.00%
Discount rate applied to cash flow projections	8.30%
Discount rate for costs of disposal of the fair value of asset	0.015
Impairment loss recognised in profit or loss, intangible assets other than goodwill	$ 4
Impairment loss recognised in profit or loss, goodwill	0	2	0
Customer-related intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Amortization for the year	(168)	$ (174)
Graham Packaging [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets	$ 3,400
Percentage of fair value in excess of carrying amount	0.04	0.05
Percentage change in forecasted EBITDA	0.02
Percentage change in forecasted cash flows	0.02
Percentage change in discount rate	0.02
Bottom of range [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Revenue multiple, significant unobservable inputs, assets	7.5
Royalty rate	0.01
Discount rate for costs of disposal of the fair value of asset	0.01
Top of range [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Revenue multiple, significant unobservable inputs, assets	10
Royalty rate	0.07
Discount rate for costs of disposal of the fair value of asset	0.015
Amortization Expense Error [member] | Pactiv Foodservice [member] | Customer-related intangible assets [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Amortization for the year			$ 18

XML

Trade and other payables (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Subclassifications of assets, liabilities and equities [abstract]
Trade payables	$ 646	$ 660
Accrued interest	132	151
Inter-group payables	33	60
Other payables and accrued expenses	305	311
Total current trade and other payables	1,116	1,182
Non-current payables	$ 45	$ 40

XML

Borrowings (Details) - USD ($) $ in Millions	Dec. 31, 2017	Feb. 28, 2017	Dec. 31, 2016
Disclosure of detailed information about borrowings [line items]
Total borrowings	$ 11,389		$ 12,071
Current borrowings	470		746
Non-current borrowings	$ 10,919		11,325
Credit Agreement [member]
Disclosure of detailed information about borrowings [line items]
Total borrowings		$ 3,583
Reynolds Notes, Senior Secured Notes 5.750% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	5.75%
Reynolds Notes, Senior Secured Notes 6.875% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	6.875%
Reynolds Notes, Senior Secured Notes 5.125% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	5.125%
Reynolds Notes, Senior Notes 8.250% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	8.25%
Reynolds Notes, Senior Notes 7.000% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	7.00%
Pactiv Notes, Debentures 8.125% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	8.125%
Pactiv Notes, Notes 6.400% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	6.40%
Pactiv Notes, Debentures 7.950% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	7.95%
Pactiv Notes, Debentures 8.375% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	8.375%
Gross carrying amount [member]
Disclosure of detailed information about borrowings [line items]
Total borrowings	$ 11,440		12,179
Gross carrying amount [member] | Securitization Facility [member]
Disclosure of detailed information about borrowings [line items]
Total borrowings	420		407
Gross carrying amount [member] | Credit Agreement [member]
Disclosure of detailed information about borrowings [line items]
Total borrowings	$ 3,576		3,578
Gross carrying amount [member] | Reynolds Notes, Senior Secured Notes 5.750% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	5.75%
Total borrowings	$ 3,137		3,237
Gross carrying amount [member] | Reynolds Notes, Senior Secured Notes 6.875% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	6.875%
Total borrowings	$ 645		645
Gross carrying amount [member] | Reynolds Notes, Senior Secured Notes Floating Rate [member]
Disclosure of detailed information about borrowings [line items]
Total borrowings	$ 750		750
Gross carrying amount [member] | Reynolds Notes, Senior Secured Notes 5.125% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	5.125%
Total borrowings	$ 1,600		1,600
Gross carrying amount [member] | Reynolds Notes, Senior Notes 8.250% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	8.25%
Total borrowings	$ 0		345
Gross carrying amount [member] | Reynolds Notes, Senior Notes 7.000% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	7.00%
Total borrowings	$ 800		800
Gross carrying amount [member] | Pactiv Notes, Debentures 8.125% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	8.125%
Total borrowings	$ 0		300
Gross carrying amount [member] | Pactiv Notes, Notes 6.400% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	6.40%
Total borrowings	$ 16		16
Gross carrying amount [member] | Pactiv Notes, Debentures 7.950% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	7.95%
Total borrowings	$ 276		276
Gross carrying amount [member] | Pactiv Notes, Debentures 8.375% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	8.375%
Total borrowings	$ 200		200
Gross carrying amount [member] | Related Party Borrowing [Member]
Disclosure of detailed information about borrowings [line items]
Total borrowings	0		1
Gross carrying amount [member] | Other Borrowing [Member]
Disclosure of detailed information about borrowings [line items]
Total borrowings	20		24
Transaction Cost [member]
Disclosure of detailed information about borrowings [line items]
Total borrowings	(77)		(136)
Embedded Derivatives [member]
Disclosure of detailed information about borrowings [line items]
Total borrowings	32		40
Original Issue Discounts, Net Of Premiums [member]
Disclosure of detailed information about borrowings [line items]
Total borrowings	$ (6)		$ (12)

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Borrowings Securitization Facility (Details) - USD ($) $ in Millions	Dec. 31, 2017	Mar. 22, 2017	Dec. 31, 2016
Disclosure of detailed information about borrowings [line items]
Borrowings	$ 11,389		$ 12,071
2017 Securitization Facility [member]
Disclosure of detailed information about borrowings [line items]
Notional amount		$ 600
Borrowings	$ 420	$ 452
LIBOR [member] | 2017 Securitization Facility [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor		0.00%
Borrowings, adjustment to interest rate basis		1.75%

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Borrowings Credit Agreement (Details) € in Millions, $ in Millions	Dec. 31, 2017 USD ($)	Dec. 31, 2017 EUR (€)	Sep. 29, 2017	Feb. 07, 2017 USD ($)	Feb. 07, 2017 EUR (€)	Dec. 31, 2016 USD ($)	Oct. 07, 2016 USD ($)	Aug. 05, 2016 USD ($)
Disclosure of detailed information about borrowings [line items]
Borrowings	$ 11,389					$ 12,071
US Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	3,315			$ 3,315
Long-term debt	$ 3,282
European Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Borrowings | €		€ 249			€ 249
Long-term debt | €		€ 247
US and European Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, quarterly amortization payment percentage	0.25%	0.25%
Debt instrument, annual prepayment percentage of excess cash flow	50.00%	50.00%
US Revolving Loans [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	$ 302
Long-term debt	$ 62
Reynolds Notes, Senior Secured Notes 5.125% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor	5.125%	5.125%
Notional amount								$ 250
Additional US Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Notional amount							$ 1,350
Reynolds Notes, Senior Notes 8.250% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor	8.25%	8.25%
Debt instrument, repurchased face amount							500
Reynolds Notes, Senior Secured Notes 6.875% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor	6.875%	6.875%
Debt instrument, repurchased face amount							$ 350
Fixed interest rate [member] | US Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor			2.75%	3.00%	3.00%
Fixed interest rate [member] | European Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor			3.25%	3.50%	3.50%
Fixed interest rate [member] | US and European Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, reduction to rate			0.25%	0.25%	0.25%
Fixed interest rate [member] | Reynolds Notes, Senior Secured Notes 5.125% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor								5.125%
Fixed interest rate [member] | Senior Notes Due 2016, 5.625% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor							5.625%
Fixed interest rate [member] | Senior Notes Due 2019, 9.875% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor							9.875%
Fixed interest rate [member] | Reynolds Notes, Senior Notes 8.250% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor							8.25%
Fixed interest rate [member] | Reynolds Notes, Senior Secured Notes 6.875% [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor							6.875%
LIBOR [member] | US Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor	0.00%	0.00%
Borrowings, adjustment to interest rate basis	(2.75%)	(2.75%)		0.00%	0.00%
Floating interest rate [member] | US Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis				(100.00%)	(100.00%)			25.00%
Floating interest rate [member] | European Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis								(25.00%)
EURIBOR [member] | European Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor	0.00%	0.00%						0.00%
Borrowings, adjustment to interest rate basis	(3.25%)	(3.25%)
EURIBOR [member] | Floating interest rate [member] | European Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate floor								100.00%
Bottom of range [member] | US and European Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, annual prepayment percentage of excess cash flow	25.00%	25.00%
Top of range [member] | US and European Term Loans [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, annual prepayment percentage of excess cash flow	0.00%	0.00%

XML

Borrowings Reynolds Notes (Details) - USD ($) $ in Millions	Dec. 15, 2017	Feb. 15, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Reynolds Notes, Senior Secured Notes Floating Rate [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, issuance price, percentage					99.00%
Reynolds Notes, Senior Secured Notes 5.125% [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, issuance price, percentage					103.50%
Reynolds Notes, Senior Notes 8.250% [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, redemption price, percentage of principal amount redeemed		102.75%
Debt instrument, redemption amount		$ 345
Reynolds Notes, Senior Secured Notes 5.750% [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, redemption price, percentage of principal amount redeemed	101.438%
Debt instrument, redemption amount	$ 100
Reynolds Senior Secured Notes [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, redemption amount				$ 1,568
Reynolds Senior Notes [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, redemption amount				$ 3,214
LIBOR [member] | Floating interest rate [member] | Reynolds Notes, Senior Secured Notes Floating Rate [member]
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis			3.50%

XML

Borrowings 2013 Notes, Pactiv, and Other (Details) - USD ($) $ in Millions			12 Months Ended
	Oct. 30, 2016	Jul. 27, 2016	Dec. 31, 2017	Jun. 15, 2017	Dec. 31, 2016	Jun. 27, 2016
Disclosure of detailed information about borrowings [line items]
Finance lease liabilities			$ 20		$ 23
2013 Notes, Senior Subordinated Notes 6.000% [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, repurchased face amount						$ 538
Current portion of non-current borrowings						$ 52
Debt instrument, redemption price, percentage of principal amount redeemed		100.00%
2013 Notes, Senior Notes 5.625% [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, repurchased face amount	$ 642
Debt instrument, redemption price, percentage of principal amount redeemed	100.00%
Pactiv Notes, Debentures 8.125% [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, repurchased face amount				$ 300
Pactiv Notes, Notes 6.400% [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, redemption price, percentage of principal amount redeemed			100.00%
Pactiv Notes, Debentures 8.375% [member]
Disclosure of detailed information about borrowings [line items]
Debt instrument, redemption price, percentage of principal amount redeemed			100.00%

XML

Borrowings Reconciliation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)
Disclosure of detailed information about borrowings [line items]
Borrowings, transaction costs	$ (108)
Borrowings	12,071
Cash flows	(773)
Borrowing costs capitalised	(10)
Effects of movements in exchange rates	34
Other	67
Borrowings, transaction costs	(51)
Borrowings	11,389
Gross carrying amount [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	12,179
Cash flows	(773)
Effects of movements in exchange rates	34
Borrowings	$ 11,440

XML

Employee benefits (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of employee benefits [Abstract]
Salaries and wages accrued	$ 149	$ 185
Provision for annual leave	40	37
Provision for exit from multi-employer pension plans	53	40
Provision for exit from multi-employer pension plans	70	73
Surplus (deficit) in plan [abstract]
Pension benefits	840	970
Post-employment medical benefits	106	105
Employee benefits, current	213	248
Employee benefits, noncurrent	1,045	1,162
Total employee benefits liabilities	1,258	1,410
Disclosure of fair value of plan assets [line items]
Provisions for employee benefits	1,258	1,410
Assets and liabilities classified as held for sale [member]
Surplus (deficit) in plan [abstract]
Pension benefits	$ 0	15
Total employee benefits liabilities		18
Disclosure of fair value of plan assets [line items]
Provisions for employee benefits		$ 18

XML

Employee benefits Narrative (Details) $ in Millions	1 Months Ended	2 Months Ended	12 Months Ended
	Sep. 30, 2017 USD ($) retireesandbeneficiaries	Nov. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 30, 2016 USD ($)	Nov. 08, 2016 plan
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)			$ 840	$ 985	$ 967
Post-employment benefit expense, defined contribution plans			66	62	62
Contributions to plan, net defined benefit liability (asset)			33	7
Interest cost (income)			38	41
Total expense (income) recognized in profit or loss			75	141	86
Gain (loss) on payments of settlements, net defined benefit liability (asset)			7	7
Payments in respect of settlements, net defined benefit liability (asset)			$ 0	0
Multiemployer plans, contribution period			18 years
Gain (loss) on remeasurement, net defined benefit liability (asset)			$ 174	113	253
Actuarial gains (losses) arising from changes in demographic assumptions, net defined benefit liability (asset)			10	91	95
Current service cost			9	10	14
Actuarial gains (losses) arising from changes in financial assumptions, net defined benefit liability (asset)			(265)	(138)	190
Return on plan assets, excluding interest income			(429)	(160)	32
Administrative expenses, net defined benefit liability (asset)			(35)	(32)	27
Multiemployer plans, plan contributions			4
Present value of defined benefit obligation [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)			4,830	5,076	4,899
Contributions to plan, net defined benefit liability (asset)			0	0
Interest cost (income)			198	206	206
Total expense (income) recognized in profit or loss			200	487
Gain (loss) on payments of settlements, net defined benefit liability (asset)			7	7
Payments in respect of settlements, net defined benefit liability (asset)			691	352
Gain (loss) on remeasurement, net defined benefit liability (asset)			(255)	(47)
Actuarial gains (losses) arising from changes in demographic assumptions, net defined benefit liability (asset)			10	91
Current service cost			9	10
Actuarial gains (losses) arising from changes in financial assumptions, net defined benefit liability (asset)			(265)	(138)
Return on plan assets, excluding interest income			0	0
Administrative expenses, net defined benefit liability (asset)			0	0
Plan assets [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)			(3,990)	(4,091)	(3,932)
Contributions to plan, net defined benefit liability (asset)			33	7
Interest cost (income)			(160)	(165)	161
Total expense (income) recognized in profit or loss			(125)	(346)
Gain (loss) on payments of settlements, net defined benefit liability (asset)			0	0
Payments in respect of settlements, net defined benefit liability (asset)			(691)	(352)
Gain (loss) on remeasurement, net defined benefit liability (asset)			429	160
Actuarial gains (losses) arising from changes in demographic assumptions, net defined benefit liability (asset)			0	0
Current service cost			0	0
Actuarial gains (losses) arising from changes in financial assumptions, net defined benefit liability (asset)			0	0
Return on plan assets, excluding interest income			(429)	(160)
Administrative expenses, net defined benefit liability (asset)			(35)	$ (32)
UCI Pension Plans [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)						$ 65
Number of defined pension plans | plan							3
Gain (loss) on payments of settlements, net defined benefit liability (asset)			$ 12
Payments in respect of settlements, net defined benefit liability (asset)		$ 60
UCI Pension Plans [member] | Present value of defined benefit obligation [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)						278
UCI Pension Plans [member] | Plan assets [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)						$ 213
Pactiv Retirement Plan [member]
Disclosure of net defined benefit liability (asset) [line items]
Percentage of present value of pension plan obligations			96.00%	91.00%
Net defined benefit liability (asset)			$ 764	$ 832
Estimate of contributions expected to be paid to plan for next annual reporting period			49
Total expense (income) recognized in profit or loss			72	63	65
Number of retirees and beneficiaries | retireesandbeneficiaries	13,600
Gain (loss) on payments of settlements, net defined benefit liability (asset)				7
Payments in respect of settlements, net defined benefit liability (asset)				43
Pactiv Retirement Plan [member] | Present value of defined benefit obligation [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	$ 308		4,646	4,616
Pactiv Retirement Plan [member] | Plan assets [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)			(3,882)	(3,784)
Other Plans [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)			76	138
Estimate of contributions expected to be paid to plan for next annual reporting period			9
Other Plans [member] | Present value of defined benefit obligation [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)			184	445
Other Plans [member] | Plan assets [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)			(108)	(307)
PIUMPF [member]
Disclosure of net defined benefit liability (asset) [line items]
Multiemployer plan, settlement amount				88
Multiemployer plans, settlement liability			$ 61	63
Multiemployer plans, contribution period			20 years
Other Multi-Employer Plans [member]
Disclosure of net defined benefit liability (asset) [line items]
Multiemployer plans, settlement liability			$ 9
General and Administrative Expense [member] | Pactiv Retirement Plan [member]
Disclosure of net defined benefit liability (asset) [line items]
Total expense (income) recognized in profit or loss	$ 5
Postretirement Health Coverage [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)			106	105	111
Estimate of contributions expected to be paid to plan for next annual reporting period			6
Interest cost (income)			4	4	5
Total expense (income) recognized in profit or loss			5	5	7
Gain (loss) on remeasurement, net defined benefit liability (asset)			(2)	5	13
Actuarial gains (losses) arising from changes in demographic assumptions, net defined benefit liability (asset)			6	7	11
Current service cost			1	1	2
Actuarial gains (losses) arising from changes in financial assumptions, net defined benefit liability (asset)			$ (8)	$ (2)	$ 2

XML

Employee benefits Movement in Defined Benefit Obligation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($) year	Dec. 31, 2016 USD ($) year	Dec. 31, 2015 USD ($)	Sep. 30, 2017 USD ($)
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	$ 840	$ 985	$ 967
Net defined benefit liability (asset), continuing operations	840	970
Pension benefits	840	970
Changes in net defined benefit liability (asset) [abstract]
Current service cost	9	10	14
Interest cost (income)	38	41
Administrative expenses	35	32	(27)
Settlement (gain)	(7)	(7)
Assumption of UCI pension plans	0	65
Total expense (income) recognized in profit or loss	75	141	86
Remeasurement (gains) losses:
Demographic assumptions	(10)	(91)	(95)
Financial assumptions	265	138	(190)
Return on plan assets, excluding interest income	(429)	(160)	32
Total remeasurement (gains) losses	(174)	(113)	(253)
Contributions by the Group	(33)	(7)
Benefits paid by the plans	0	0
Business disposals	(15)	0
Effect of movements in exchange rates	2	(3)
Total other movements	$ (46)	$ (10)
Weighted average duration of defined benefit obligation | year	10	10
Present value of defined benefit obligation [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	$ 4,830	$ 5,076	4,899
Net defined benefit liability (asset), continuing operations	4,830	5,061
Changes in net defined benefit liability (asset) [abstract]
Current service cost	9	10
Interest cost (income)	198	206	206
Administrative expenses	0	0
Settlement (gain)	(7)	(7)
Assumption of UCI pension plans	0	278
Total expense (income) recognized in profit or loss	200	487
Remeasurement (gains) losses:
Demographic assumptions	(10)	(91)
Financial assumptions	265	138
Return on plan assets, excluding interest income	0	0
Total remeasurement (gains) losses	255	47
Contributions by the Group	0	0
Benefits paid by the plans	(691)	(352)
Business disposals	(15)	0
Effect of movements in exchange rates	5	(5)
Total other movements	(701)	(357)
Plan assets [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	(3,990)	(4,091)	(3,932)
Net defined benefit liability (asset), continuing operations	(3,990)	(4,091)
Changes in net defined benefit liability (asset) [abstract]
Current service cost	0	0
Interest cost (income)	(160)	(165)	161
Administrative expenses	35	32
Settlement (gain)	0	0
Assumption of UCI pension plans	0	(213)
Total expense (income) recognized in profit or loss	(125)	(346)
Remeasurement (gains) losses:
Demographic assumptions	0	0
Financial assumptions	0	0
Return on plan assets, excluding interest income	(429)	(160)
Total remeasurement (gains) losses	(429)	(160)
Contributions by the Group	(33)	(7)
Benefits paid by the plans	691	352
Business disposals	0	0
Effect of movements in exchange rates	(3)	2
Total other movements	655	347
Assets and liabilities classified as held for sale [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	0	15
Pension benefits	0	15
Assets and liabilities classified as held for sale [member] | Present value of defined benefit obligation [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	0	15
Assets and liabilities classified as held for sale [member] | Plan assets [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	0	0
Pactiv Retirement Plan [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	764	832
Changes in net defined benefit liability (asset) [abstract]
Settlement (gain)		(7)
Total expense (income) recognized in profit or loss	72	63	65
Remeasurement (gains) losses:
Benefits paid by the plans		(43)
Pactiv Retirement Plan [member] | Present value of defined benefit obligation [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	4,646	4,616		$ 308
Pactiv Retirement Plan [member] | Plan assets [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	(3,882)	(3,784)
Other Plans [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	76	138
Other Plans [member] | Present value of defined benefit obligation [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	184	445
Other Plans [member] | Plan assets [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	(108)	(307)
Funded Plans [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	796	925
Unfunded Plans [member]
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	44	45
Continuing operations [member]
Disclosure of net defined benefit liability (asset) [line items]
Pension benefits	840	970
Changes in net defined benefit liability (asset) [abstract]
Total expense (income) recognized in profit or loss	$ 75	$ 141	$ 84

XML

Employee benefits Recognized in OCI (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of defined benefit plans [line items]
Total expense (income) recognized in profit or loss	$ 75	$ 141	$ 86
Continuing operations [member]
Disclosure of defined benefit plans [line items]
Total expense (income) recognized in profit or loss	75	141	84
Continuing operations [member] | Cost of Sales [member]
Disclosure of defined benefit plans [line items]
Total expense (income) recognized in profit or loss	14	14	15
Continuing operations [member] | General and Administrative Expense [member]
Disclosure of defined benefit plans [line items]
Total expense (income) recognized in profit or loss	61	127	69
Discontinued operations [member]
Disclosure of defined benefit plans [line items]
Total expense (income) recognized in profit or loss	$ 0	$ 0	$ 2

XML

Employee benefits Plan Assets (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of net defined benefit liability (asset) [line items]
Equity instruments	$ 2,802	$ 2,818
Debt instruments	616	649
Property	403	447
Other	169	177
Total plan assets	3,990	4,091
Pactiv Retirement Plan [member]
Disclosure of net defined benefit liability (asset) [line items]
Equity instruments	2,742
Debt instruments	597
Property	$ 395
Total plan assets, percentage	97.00%
Cash and cash equivalents, amount contributed to fair value of plan assets	$ 27	$ 27
U.S. Equities [member] | Pactiv Retirement Plan [member]
Disclosure of net defined benefit liability (asset) [line items]
Equity instruments	2,225
Non-U.S. Equities [member] | Pactiv Retirement Plan [member]
Disclosure of net defined benefit liability (asset) [line items]
Equity instruments	$ 517

XML

Employee benefits Assumptions and Sensitivity (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Bottom of range [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of discount rates	0.60%	0.60%	0.80%
Actuarial assumption of expected rates of salary increases	0.00%	0.00%	0.00%
Actuarial assumption of expected rates of pension increases	0.00%	0.00%	0.00%
Top of range [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of discount rates	8.00%	8.00%	7.30%
Actuarial assumption of expected rates of salary increases	7.00%	7.00%	7.00%
Actuarial assumption of expected rates of pension increases	3.70%	3.70%	4.00%
Pactiv Retirement Plan [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of discount rates	3.60%	4.10%
Actuarial assumption of discount rates [member]
Disclosure of defined benefit plans [line items]
Increase (decrease) in defined benefit plan expense due to reasonably possible increase in actuarial assumption	$ 7
Increase (decrease) in defined benefit plan expense due to reasonably possible decrease in actuarial assumption	5
Increase (decrease) in defined benefit obligation due to reasonably possible increase in actuarial assumption	246
Increase (decrease) in defined benefit obligation due to reasonably possible decrease in actuarial assumption	271
Postretirement Health Coverage [member] | Actuarial assumption of medical cost trend rates [member]
Disclosure of defined benefit plans [line items]
Increase (decrease) in defined benefit plan expense due to reasonably possible increase in actuarial assumption	0
Increase (decrease) in post-employment medical plan expense due to reasonably possible decrease in actuarial assumption	0
Increase (decrease) in defined benefit obligation due to reasonably possible increase in actuarial assumption	2
Increase (decrease) in defined benefit obligation due to reasonably possible decrease in actuarial assumption	2
Postretirement Health Coverage [member] | Actuarial assumption of discount rates [member]
Disclosure of defined benefit plans [line items]
Increase (decrease) in defined benefit plan expense due to reasonably possible increase in actuarial assumption	0
Increase (decrease) in post-employment medical plan expense due to reasonably possible decrease in actuarial assumption	0
Increase (decrease) in post-employment medical obligation due to reasonably possible increase in actuarial assumption	6
Increase (decrease) in post-employment medical obligations due to reasonably possible decrease in actuarial assumption	$ 6

XML

Employee benefits Post-employment Medical Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of net defined benefit liability (asset) [line items]
Net defined benefit liability (asset)	$ 840	$ 985	$ 967
Current service cost	9	10	14
Interest cost (income)	38	41
Total expense (income) recognized in profit or loss	75	141	86
Demographic assumptions	(10)	(91)	(95)
Financial assumptions	265	138	(190)
Gain (loss) on remeasurement, net defined benefit liability (asset)	(174)	(113)	$ (253)
Increase (decrease) through other changes, net defined benefit liability (asset)	$ (46)	$ (10)
Postretirement Health Coverage [member]
Disclosure of net defined benefit liability (asset) [line items]
Actuarial assumption of medical cost trend rates	7.20%	7.00%	8.00%
Estimate of contributions expected to be paid to plan for next annual reporting period	$ 6
Net defined benefit liability (asset)	106	$ 105	$ 111
Current service cost	1	1	2
Interest cost (income)	4	4	5
Total expense (income) recognized in profit or loss	5	5	7
Demographic assumptions	(6)	(7)	(11)
Financial assumptions	8	2	(2)
Gain (loss) on remeasurement, net defined benefit liability (asset)	2	(5)	$ (13)
Payments from plan, net defined benefit liability (asset)	(6)	(6)
Increase (decrease) through other changes, net defined benefit liability (asset)	$ (6)	$ (6)

XML

Provisions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Reconciliation of changes in other provisions [abstract]
Other provisions, beginning balance	$ 140
Provisions made	37
Provisions used	(50)
Provisions reversed	(5)
Other	6
Other provisions, ending balance	128
Current provisions		$ 39	$ 65
Non-current provisions		89	75
Total provisions	140	128	140
Provision for decommissioning, restoration and rehabilitation costs [member]
Reconciliation of changes in other provisions [abstract]
Other provisions, beginning balance	39
Provisions made	3
Provisions used	(1)
Provisions reversed	0
Other	3
Other provisions, ending balance	44
Current provisions		2	1
Non-current provisions		42	38
Total provisions	39	44	39
Restructuring provision [member]
Reconciliation of changes in other provisions [abstract]
Other provisions, beginning balance	30
Provisions made	19
Provisions used	(27)
Provisions reversed	(4)
Other	1
Other provisions, ending balance	19
Current provisions		13	24
Non-current provisions		6	6
Total provisions	30	19	30
Workers' compensation [member]
Reconciliation of changes in other provisions [abstract]
Other provisions, beginning balance	47
Provisions made	9
Provisions used	(14)
Provisions reversed	0
Other	0
Other provisions, ending balance	42
Current provisions		13	29
Non-current provisions		29	18
Total provisions	47	42	47
Miscellaneous other provisions [member]
Reconciliation of changes in other provisions [abstract]
Other provisions, beginning balance	24
Provisions made	6
Provisions used	(8)
Provisions reversed	(1)
Other	2
Other provisions, ending balance	23
Current provisions		11	11
Non-current provisions		12	13
Total provisions	24	23	24
Other environment related provision [member]
Reconciliation of changes in other provisions [abstract]
Other provisions, beginning balance	7
Other provisions, ending balance	7
Total provisions	$ 7	$ 7	$ 7

XML

Equity (Details) - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Equity [abstract]
Equity, beginning balance	71,500,004	71,500,004	71,500,004
Changes in shares	0	0	0
Equity, ending balance	71,500,004	71,500,004	71,500,004
Dividends paid	$ 0	$ 0	$ 0
Dividends declared	$ 0	$ 0	$ 0

XML

Financial risk management Foreign currency exchange risk (Details) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($) CAD / $	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Disclosure of nature and extent of risks arising from financial instruments [line items]
Unrealized (gain) loss on derivatives	$ 0	$ (18)	$ (114)
Currency risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Unrealized (gain) loss on derivatives	1	4	(2)
Net loss in fair value of derivatives	$ (1)	$ (6)	$ 14
Forward contract [member] | Currency risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Underlying derivative volume	13,000,000
Unrealized (gain) loss on derivatives	$ 0
Sensitivity analysis for types of market risk, reasonably possible change in risk variable, percent	10.00%
Forward contract [member] | Bottom of range [member] | Currency risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate | CAD / $	1.2548
Forward contract [member] | Top of range [member] | Currency risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate | CAD / $	1.2925

XML

Financial risk management Interest rate risk (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of nature and extent of risks arising from financial instruments [line items]
Cash and cash equivalents	$ 617	$ 932	$ 1,977
Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Sensitivity analysis for types of market risk, reasonably possible change in risk variable, percent	100.00%
Risk exposure associated with instruments sharing characteristic	$ (10,494)	(10,917)
Not later than one year [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(3,819)	(3,777)
Later than one year and not later than three years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(3,141)	(21)
Later than three years and not later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(650)	(4,232)
Later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(2,884)	(2,887)
Fixed interest rate [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(6,694)	(7,444)
Fixed interest rate [member] | Not later than one year [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(19)	(304)
Fixed interest rate [member] | Later than one year and not later than three years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(3,141)	(21)
Fixed interest rate [member] | Later than three years and not later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(650)	(4,232)
Fixed interest rate [member] | Later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(2,884)	(2,887)
Floating interest rate [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(3,800)	(3,473)
Floating interest rate [member] | Not later than one year [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(3,800)	(3,473)
Floating interest rate [member] | Later than one year and not later than three years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	0	0
Floating interest rate [member] | Later than three years and not later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	0	0
Floating interest rate [member] | Later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	$ 0	0
LIBOR [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt instrument, interest rate, stated percentage	1.569%
EURIBOR [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt instrument, interest rate, stated percentage	(0.368%)
European Term Loans [member] | Floating interest rate [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Sensitivity Analysis For Types Of Market Risk, Reasonably Possible Increase In Risk Variable, Impact On Pre-Tax Earnings	$ 2
Sensitivity Analysis For Types Of Market Risk, Reasonably Possible Decrease In Risk Variable, Impact On Pre-Tax Earnings	$ 0
Reynolds Notes, Senior Secured Notes Floating Rate [member] | Three Month LIBOR Rate [Member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Borrowings, variable rate basis percentage	1.36%
US Term Loans [member] | Floating interest rate [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Sensitivity Analysis For Types Of Market Risk, Reasonably Possible Increase In Risk Variable, Impact On Pre-Tax Earnings	$ 33
Sensitivity Analysis For Types Of Market Risk, Reasonably Possible Decrease In Risk Variable, Impact On Pre-Tax Earnings	(33)
2017 Securitization Facility [member] | Floating interest rate [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Interest expense on borrowings	$ (4)
2017 Securitization Facility [member] | One Month LIBOR Rate [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Borrowings, variable rate basis percentage	1.50%
Interest rate swap contract [member] | Reynolds Notes, Senior Secured Notes Floating Rate [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative, fixed interest rate	4.67%
Borrowings [member] | Fixed interest rate [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	$ (6,694)	(7,444)
Borrowings [member] | Fixed interest rate [member] | Not later than one year [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(19)	(304)
Borrowings [member] | Fixed interest rate [member] | Later than one year and not later than three years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(3,141)	(21)
Borrowings [member] | Fixed interest rate [member] | Later than three years and not later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(650)	(4,232)
Borrowings [member] | Fixed interest rate [member] | Later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(2,884)	(2,887)
Borrowings [member] | Floating interest rate [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(4,746)	(4,735)
Borrowings [member] | Floating interest rate [member] | Not later than one year [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(4,746)	(4,735)
Borrowings [member] | Floating interest rate [member] | Later than one year and not later than three years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	0	0
Borrowings [member] | Floating interest rate [member] | Later than three years and not later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	0	0
Borrowings [member] | Floating interest rate [member] | Later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	0	0
Cash And Cash Equivalents [member] | Floating interest rate [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(617)	(932)
Cash And Cash Equivalents [member] | Floating interest rate [member] | Not later than one year [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(617)	(932)
Cash And Cash Equivalents [member] | Floating interest rate [member] | Later than one year and not later than three years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	0	0
Cash And Cash Equivalents [member] | Floating interest rate [member] | Later than three years and not later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	0	0
Cash And Cash Equivalents [member] | Floating interest rate [member] | Later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	0	0
Related Party Receivables [member] | Floating interest rate [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(329)	(330)
Related Party Receivables [member] | Floating interest rate [member] | Not later than one year [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	(329)	(330)
Related Party Receivables [member] | Floating interest rate [member] | Later than one year and not later than three years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	0	0
Related Party Receivables [member] | Floating interest rate [member] | Later than three years and not later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	0	0
Related Party Receivables [member] | Floating interest rate [member] | Later than five years [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Risk exposure associated with instruments sharing characteristic	$ 0	0
Gross carrying amount [member] | Interest rate swap contract [member] | Reynolds Notes, Senior Secured Notes Floating Rate [member] | Interest rate risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Borrowings		$ 750

XML

Financial risk management Commodity and other price risk (Details) pound in Millions, million_BTU in Millions, metric_tonne in Millions, U.S._liquid_gallon in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($) metric_tonne $ / metric_tonne $ / million_BTU $ / pound pound U.S._liquid_gallon million_BTU $ / U.S._liquid_gallon	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Disclosure of nature and extent of risks arising from financial instruments [line items]
Unrealized gain (loss) on derivatives | $	$ 0	$ 18	$ 114
Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Sensitivity analysis for types of market risk, reasonably possible change in risk variable, percent	10.00%
Other Gains (Losses) [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Unrealized gain (loss) on derivatives | $	$ 1	22	112
Reasonably possible change in risk variable, impact on pre-tax earnings | $	1
Sales and Marketing Expense [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Net loss in fair value of derivatives | $	$ 20	$ (17)	$ (182)
Aluminum Swaps [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Underlying derivative volume | metric_tonne	18,501
Aluminum Swaps [member] | United States of America, Dollars [member] | Bottom of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate | $ / metric_tonne	1,563
Aluminum Swaps [member] | United States of America, Dollars [member] | Top of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate | $ / metric_tonne	2,308
Aluminum Midwest Premium Swaps [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Underlying derivative volume | pound	1,859,987
Aluminum Midwest Premium Swaps [member] | United States of America, Dollars [member] | Bottom of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate	0.08
Aluminum Midwest Premium Swaps [member] | United States of America, Dollars [member] | Top of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate	0.10
Natural Gas Swaps [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Underlying derivative volume | million_BTU	6,203,778
Natural Gas Swaps [member] | United States of America, Dollars [member] | Bottom of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate | $ / million_BTU	2.82
Natural Gas Swaps [member] | United States of America, Dollars [member] | Top of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate | $ / million_BTU	3.34
Ethylene Swaps [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Underlying derivative volume | pound	3,353,654
Ethylene Swaps [member] | United States of America, Dollars [member] | Bottom of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate	0.35
Ethylene Swaps [member] | United States of America, Dollars [member] | Top of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate	0.35
Polymer-Grade Propylene Swaps [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Underlying derivative volume | pound	24,069,527
Polymer-Grade Propylene Swaps [member] | United States of America, Dollars [member] | Bottom of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate	0.41
Polymer-Grade Propylene Swaps [member] | United States of America, Dollars [member] | Top of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate	0.5
Benzene Swaps [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Underlying derivative volume | U.S._liquid_gallon	10,991,038
Benzene Swaps [member] | United States of America, Dollars [member] | Bottom of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate | $ / U.S._liquid_gallon	2.58
Benzene Swaps [member] | United States of America, Dollars [member] | Top of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate | $ / U.S._liquid_gallon	3.25
Diesel Swaps [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Underlying derivative volume | U.S._liquid_gallon	4,033,447
Diesel Swaps [member] | United States of America, Dollars [member] | Bottom of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate | $ / U.S._liquid_gallon	2.46
Diesel Swaps [member] | United States of America, Dollars [member] | Top of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate | $ / U.S._liquid_gallon	2.88
Low-Density Polyethylene Swaps [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Underlying derivative volume | pound	6,000,000
Low-Density Polyethylene Swaps [member] | United States of America, Dollars [member] | Bottom of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate	0.81
Low-Density Polyethylene Swaps [member] | United States of America, Dollars [member] | Top of range [member] | Swap contract [member] | Commodity price risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative conversion rate	0.82

XML

Financial risk management Liquidity risk (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure Of Maturity Analysis For Derivative And NonDerivative Financial Liabilities [Line Items]
Financial assets	$ 2,397	$ 2,599
Cash and cash equivalents	617	932	$ 1,977
Undrawn borrowing facilities	240
Borrowings	(11,389)	(12,071)
Financial liabilities	12,552	13,296
Liquidity risk [member]
Disclosure Of Maturity Analysis For Derivative And NonDerivative Financial Liabilities [Line Items]
Trade and other payables	(1,116)	(1,182)
Trade and other payables, undiscounted cash flows	(984)	(1,031)
Borrowings	(11,389)	(12,071)
Payables to related parties, undiscounted cash flows	(14,253)	(15,730)
Non-derivative financial liabilities	(12,505)	(13,253)
Non-derivative financial liabilities, undiscounted cash flows	(15,237)	(16,761)
Derivative financial assets (liabilities)	5	5
Derivative financial assets (liabilities), undiscounted cash flows	5	5
Financial liabilities	(12,500)	(13,248)
Derivative and non-derivative financial liabilities, undiscounted cash flows	(15,232)	(16,756)
Liquidity risk [member] | Later than one year [member]
Disclosure Of Maturity Analysis For Derivative And NonDerivative Financial Liabilities [Line Items]
Trade and other payables, undiscounted cash flows	(984)	(1,031)
Payables to related parties, undiscounted cash flows	(1,069)	(1,392)
Non-derivative financial liabilities, undiscounted cash flows	(2,053)	(2,423)
Derivative financial assets (liabilities), undiscounted cash flows	5	5
Derivative and non-derivative financial liabilities, undiscounted cash flows	(2,048)	(2,418)
Liquidity risk [member] | Later than one year and not later than three years [member]
Disclosure Of Maturity Analysis For Derivative And NonDerivative Financial Liabilities [Line Items]
Trade and other payables, undiscounted cash flows	0	0
Payables to related parties, undiscounted cash flows	(4,394)	(1,335)
Non-derivative financial liabilities, undiscounted cash flows	(4,394)	(1,335)
Derivative financial assets (liabilities), undiscounted cash flows	0	0
Derivative and non-derivative financial liabilities, undiscounted cash flows	(4,394)	(1,335)
Liquidity risk [member] | Later than three years and not later than five years [member]
Disclosure Of Maturity Analysis For Derivative And NonDerivative Financial Liabilities [Line Items]
Trade and other payables, undiscounted cash flows	0	0
Payables to related parties, undiscounted cash flows	(2,172)	(6,056)
Non-derivative financial liabilities, undiscounted cash flows	(2,172)	(6,056)
Derivative financial assets (liabilities), undiscounted cash flows	0	0
Derivative and non-derivative financial liabilities, undiscounted cash flows	(2,172)	(6,056)
Liquidity risk [member] | Later than five years [member]
Disclosure Of Maturity Analysis For Derivative And NonDerivative Financial Liabilities [Line Items]
Trade and other payables, undiscounted cash flows	0	0
Payables to related parties, undiscounted cash flows	(6,618)	(6,947)
Non-derivative financial liabilities, undiscounted cash flows	(6,618)	(6,947)
Derivative financial assets (liabilities), undiscounted cash flows	0	0
Derivative and non-derivative financial liabilities, undiscounted cash flows	(6,618)	(6,947)
Interest rate swap contract [member]
Disclosure Of Maturity Analysis For Derivative And NonDerivative Financial Liabilities [Line Items]
Financial assets	26	24
Commodity and Foreign Currency Derivatives [member] | Liquidity risk [member]
Disclosure Of Maturity Analysis For Derivative And NonDerivative Financial Liabilities [Line Items]
Derivative financial assets	5	5
Contractual amounts to be exchanged in derivative financial instrument for which gross cash flows are exchanged	7	7
Derivative financial liabilities	0	0
Derivative financial liabilities, undiscounted cash flows	(2)	(2)
Commodity and Foreign Currency Derivatives [member] | Liquidity risk [member] | Later than one year [member]
Disclosure Of Maturity Analysis For Derivative And NonDerivative Financial Liabilities [Line Items]
Contractual amounts to be exchanged in derivative financial instrument for which gross cash flows are exchanged	7	7
Derivative financial liabilities, undiscounted cash flows	(2)	(2)
Commodity and Foreign Currency Derivatives [member] | Liquidity risk [member] | Later than one year and not later than three years [member]
Disclosure Of Maturity Analysis For Derivative And NonDerivative Financial Liabilities [Line Items]
Contractual amounts to be exchanged in derivative financial instrument for which gross cash flows are exchanged	0	0
Derivative financial liabilities, undiscounted cash flows	0	0
Commodity and Foreign Currency Derivatives [member] | Liquidity risk [member] | Later than three years and not later than five years [member]
Disclosure Of Maturity Analysis For Derivative And NonDerivative Financial Liabilities [Line Items]
Contractual amounts to be exchanged in derivative financial instrument for which gross cash flows are exchanged	0	0
Derivative financial liabilities, undiscounted cash flows	0	0
Commodity and Foreign Currency Derivatives [member] | Liquidity risk [member] | Later than five years [member]
Disclosure Of Maturity Analysis For Derivative And NonDerivative Financial Liabilities [Line Items]
Contractual amounts to be exchanged in derivative financial instrument for which gross cash flows are exchanged	0	0
Derivative financial liabilities, undiscounted cash flows	$ 0	$ 0

XML

Financial risk management Classification and fair values (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	$ 2,397	$ 2,599
Financial assets, at fair value	2,397	2,599
Financial liabilities	(12,552)	(13,296)
Financial liabilities, at fair value	(12,859)	(13,680)
Financial liabilities at fair value through profit or loss, category [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities	(2)	(3)
Financial liabilities at amortised cost, category [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities		(13,293)
Other Liabilities [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities	(12,550)
Trade and Other Payables [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities	(1,116)	(1,182)
Financial liabilities, at fair value	(1,116)	(1,182)
Trade and Other Payables [member] | Financial liabilities at fair value through profit or loss, category [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities	0	0
Trade and Other Payables [member] | Financial liabilities at amortised cost, category [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities		(1,182)
Trade and Other Payables [member] | Other Liabilities [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities	(1,116)
Non-Current Payables [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities	(45)	(40)
Financial liabilities, at fair value	(45)	(40)
Non-Current Payables [member] | Financial liabilities at fair value through profit or loss, category [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities	0	0
Non-Current Payables [member] | Financial liabilities at amortised cost, category [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities		(40)
Non-Current Payables [member] | Other Liabilities [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities	(45)
Commodity Derivatives [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities	(2)	(2)
Financial liabilities, at fair value	(2)	(2)
Commodity Derivatives [member] | Financial liabilities at fair value through profit or loss, category [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities	(2)	(2)
Commodity Derivatives [member] | Financial liabilities at amortised cost, category [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities		0
Commodity Derivatives [member] | Other Liabilities [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities	0
Interest rate swap contract [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities		(1)
Financial liabilities, at fair value		(1)
Interest rate swap contract [member] | Financial liabilities at fair value through profit or loss, category [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities		(1)
Interest rate swap contract [member] | Financial liabilities at amortised cost, category [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities		0
Borrowings [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities	(11,389)	(12,071)
Financial liabilities, at fair value	(11,696)	(12,455)
Borrowings [member] | Financial liabilities at fair value through profit or loss, category [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities	0	0
Borrowings [member] | Financial liabilities at amortised cost, category [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial liabilities		(12,071)
Cash And Cash Equivalents [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	617	932
Financial assets, at fair value	617	932
Receivables [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	1,488	1,403
Financial assets, at fair value	1,488	1,403
Commodity Derivatives [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	7	6
Financial assets, at fair value	7	6
Foreign Currency Derivative [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets		1
Financial assets, at fair value		1
Interest rate swap contract [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	26	24
Financial assets, at fair value	26	24
Embedded Derivatives [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	259	233
Financial assets, at fair value	259	233
Financial assets at fair value through profit or loss, category [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	292	264
Financial assets at fair value through profit or loss, category [member] | Cash And Cash Equivalents [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	0	0
Financial assets at fair value through profit or loss, category [member] | Receivables [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	0	0
Financial assets at fair value through profit or loss, category [member] | Commodity Derivatives [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	7	6
Financial assets at fair value through profit or loss, category [member] | Foreign Currency Derivative [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets		1
Financial assets at fair value through profit or loss, category [member] | Interest rate swap contract [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	26	24
Financial assets at fair value through profit or loss, category [member] | Embedded Derivatives [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	259	233
Cash, Loans and Receivables [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	2,105	2,335
Cash, Loans and Receivables [member] | Cash And Cash Equivalents [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	617	932
Cash, Loans and Receivables [member] | Receivables [member]
Disclosure of Financial Assets and Liabilities [Line Items]
Financial assets	$ 1,488	$ 1,403

XML

Financial risk management Fair value measurements (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of fair value measurement of assets [line items]
Derivative assets	$ 1,652	$ 957
At fair value [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	290	261
At fair value [member] | Commodity Derivatives, Net [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	5	4
At fair value [member] | Foreign Currency Derivative, Net [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets		1
At fair value [member] | Interest rate swap contract [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	26	23
At fair value [member] | Embedded Derivatives [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	259	233
At fair value [member] | Level 1 of fair value hierarchy [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	0	0
At fair value [member] | Level 1 of fair value hierarchy [member] | Commodity Derivatives, Net [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	0	0
At fair value [member] | Level 1 of fair value hierarchy [member] | Foreign Currency Derivative, Net [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets		0
At fair value [member] | Level 1 of fair value hierarchy [member] | Interest rate swap contract [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	0	0
At fair value [member] | Level 1 of fair value hierarchy [member] | Embedded Derivatives [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	0	0
At fair value [member] | Level 2 of fair value hierarchy [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	290	261
At fair value [member] | Level 2 of fair value hierarchy [member] | Commodity Derivatives, Net [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	5	4
At fair value [member] | Level 2 of fair value hierarchy [member] | Foreign Currency Derivative, Net [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets		1
At fair value [member] | Level 2 of fair value hierarchy [member] | Interest rate swap contract [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	26	23
At fair value [member] | Level 2 of fair value hierarchy [member] | Embedded Derivatives [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	259	233
At fair value [member] | Level 3 of fair value hierarchy [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	0	0
At fair value [member] | Level 3 of fair value hierarchy [member] | Commodity Derivatives, Net [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	0	0
At fair value [member] | Level 3 of fair value hierarchy [member] | Foreign Currency Derivative, Net [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets		0
At fair value [member] | Level 3 of fair value hierarchy [member] | Interest rate swap contract [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	0	0
At fair value [member] | Level 3 of fair value hierarchy [member] | Embedded Derivatives [member]
Disclosure of fair value measurement of assets [line items]
Derivative assets	$ 0	$ 0

XML

Related parties (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Related Party [Abstract]
Short-term employee benefits	$ 15	$ 17	$ 11
Long-term employee benefits	3	4	0
Total compensation expense to key management personnel	$ 18	$ 21	$ 11

XML

Related parties Transactions (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Aug. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of transactions between related parties [line items]
Related party and other non-current receivables		$ 8	$ 10
Management fee, percentage (up to)		1.50%
Payment for management fees related to prior fiscal year		$ 31
Parent [member]
Disclosure of transactions between related parties [line items]
Included in trade and other payables(g)		0	0
Tax loss transfer		0	(16)	$ 0
Included in borrowings(a)(g)		0	(1)
Joint ventures where entity is venturer [member]
Disclosure of transactions between related parties [line items]
Related party and other non-current receivables		8	9
Sale of goods and services(b)(c)		22	24	52
Rank Group Limited [member]
Disclosure of transactions between related parties [line items]
Included in trade and other payables(g)		(31)	(59)
Related party and other non-current receivables		329	330
Tax loss transfer		(1)	(4)	(5)
Interest income		17	17	19
Recharges(e)		(5)	(7)	(17)
Management Fee Expense1		(31)	(47)	(65)
Payment for management fees related to prior fiscal year		31	30	35
Payment For management fees related to prior fiscal years			15
Non-cash advances and loans from related parties	$ 24
Non-cash repayments of advances and loans from related parties	23
Rank Group North America [member]
Disclosure of transactions between related parties [line items]
Included in trade and other payables(g)		0	0
Related party and other non-current receivables		0	0
Recharges(e)		(16)	(15)	(15)
Recharges		1	4	5
Other related parties [member]
Disclosure of transactions between related parties [line items]
Included in trade and other payables(g)		(1)	(1)
Related party and other non-current receivables		0	1
Sale of goods and services(b)(c)		0	0	1
Recharges		$ 5	3	1
Packaging Holdings Limited [member]
Disclosure of transactions between related parties [line items]
Non-cash repayments of advances and loans from related parties	$ 1
Continuing operations [member] | Rank Group Limited [member]
Disclosure of transactions between related parties [line items]
Payment for management fees related to prior fiscal year			30	$ 29
Payment For management fees related to prior fiscal years			$ 8
Floating interest rate [member] | Rank Group Limited [member]
Disclosure of transactions between related parties [line items]
Receivables, adjustment to interest rate basis		3.25%
Bottom of range [member]
Disclosure of transactions between related parties [line items]
Receivables, interest rate		5.16%	5.31%	6.21%
Bottom of range [member] | Joint ventures where entity is venturer [member]
Disclosure of transactions between related parties [line items]
Receivables, adjustment to interest rate basis		3.00%
Top of range [member]
Disclosure of transactions between related parties [line items]
Receivables, interest rate		5.25%	5.78%	6.92%
Top of range [member] | Joint ventures where entity is venturer [member]
Disclosure of transactions between related parties [line items]
Receivables, adjustment to interest rate basis		6.00%

XML

Group entities (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Alusud Argentina S.R.L [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Argentina S.R.L [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Lido Plast San Luis S.A. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Gulf Closures W.L.L [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	49.00%	49.00%
Proportion of voting rights held in subsidiary	49.00%
Graham Packaging Belgium BVBA [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Lummen BVBA [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International Sistemas de Vedacao Ltda. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging do Brasil Industria e Comercio Ltda. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Parana Ltda. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Resin Rio Comercio Ltda. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
CSI Latin American Holdings Corporation [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Evergreen Packaging Canada Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Canada Company [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Pactiv Canada Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Reynolds Consumer Products Canada Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Alusud Embalajes Chile Ltda. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International (Gaungzhou) Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International (Wuhan) Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
CSI Closure Systems (Hangzhou) Co., Ltd. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
CSI Closure Systems (Tianjin) Co. Ltd. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Evergreen Packaging (Shanghai) Co., Ltd. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging (Guanzhou) Co., Ltd. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging (Taizhou) Co., Ltd. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	0.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Trading (Shanghai) Co., Ltd. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Reynolds Metals (Shanghai) Ltd. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Techne Machineries Foshan Ltd [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Zhejiang Zhongbao Pactiv Packaging Co., Ltd. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	62.50%	62.50%
Proportion of voting rights held in subsidiary	62.50%
Alusud Embalajes Colombia Ltda. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International (Colombia Trade) S.A.S. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International (Egypt) LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Evergreen Packaging de El Salvador, S.A de C.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Company Oy [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Europe S.N.C. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging France S.A.S [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Normandy S.A.R.L. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Villecomtal S.A.R.L. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International Machinery (Germany) GmbH [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Omni-Pac Ekco GmbH Verpackungsmittel [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Omni-Pac GmbH Verpackungsmittel [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Pactiv Deutschland Holdinggesellschaft mbH [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Pactiv-Omni Germany Holdings GmbH [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International (Hong Kong) Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Asia Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Roots Investment Holding Private Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Technegen International Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
CSI Hungary Manufacturing and Trading Limited Liability Company [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International (I) Private Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
PT. Graham Packaging Indonesia [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Company Italia S.r.l. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Closure Systems International Japan, Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Japan Godo Kaisha [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Closure Systems International (Korea), Ltd. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Evergreen Packaging Korea Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Beverage Packaging Factoring (Luxembourg) S.a.r.l. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Beverage Packaging Holdings (Luxembourg) II S.A. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Beverage Packaging Holdings (Luxembourg) IV S.a r.l. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Beverage Packaging Holdings (Luxembourg) VI S.a r.l. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Evergreen Packaging (Luxembourg) S.a r.l. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Graham Packaging European Holdings (Luxembourg) S.a r.l. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging European Holdings (Luxembourg) I S.a r.l. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging European Holdings (Luxembourg) II S.a r.l. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
CSI en Ensenada, S. de R.L. de C.V [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
CSI en Saltillo, S. de R.L. de C.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
CSI Tecniservicio, S. de R.L. de C.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Plastic Products de Mexico, S. de. R.L. de C.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Grupo Corporativo Jaguar, S.A. de C.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Grupo CSI de Mexico S. de R.L. de C.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Innovacioin y Asesoria en Plastico, S. de R.L. de C.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Pactiv Foodservice Mexico, S. de R.L. de C.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Practiv Mexico, S. de R.L. de C.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Servicio Terrestre Jaguar, S.A. de C.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Servicios Graham Packaging, S. de. R.L. de C.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Servicios Industriales Jaguar, S.A. de C.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Servicios Integrales de Operacion, S.A. de C.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International Nepal Private Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Company B.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Graham Packaging Holdings B.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Zoetermeer B.V. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Beverage Packaging (New Zealand) Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Beverage Packaging Factoring Trust [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	0.00%
Proportion of voting rights held in subsidiary	0.00%
Beverage Packaging Holdings I Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Beverage Packaging Holdings III Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Beverage Packaging Holdings V Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Evergreen Packaging International Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Reynolds Group Issuer (New Zealand) Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Reynolds Packaging International Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Alusud Peru S.A. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International (Phillippines), Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Poland Sp. z o.o. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
SDI Vostok Limited Liability Company (in liquidation) [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Pactiv Asia Pte Ltd [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International Espana, S.L.U. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International Holdings (Spain), S.A.U. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Iberica S.L. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Reynolds Food Packaging Spain, S.L.U. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Evergreen Packaging (Taiwan) Co., Ltd. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International Plastik Ithalat Ihracat Sanayi Ve Ticaret Limited Sirketi [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Plastpak Plastik Ambalaj Sanayi Limited Sirketi [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Graham Packaging European Services Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Plastics Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Ivex Holdings, Ltd. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Ivex Plastics Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Kama Europe Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Pactiv (Films) Limited [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	0.00%
Proportion of voting rights held in subsidiary	100.00%
Baker's Choice Products, Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
BCP/Graham Holdings L.L.C.[member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Blue Ridge Holding Corp. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Blue Ridge Paper Products Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
BRPP, LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International Americas, Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International Holdings LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems International Packaging Machinery Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Closure Systems Mexico Holdings LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Coast-Packaging Company (California General Partnership) [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	50.00%	50.00%
Proportion of voting rights held in subsidiary	50.00%
CSI Mexico LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
CSI Sales & Technical Services Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Evergreen Packaging Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
GEC Packaging Technologies LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
GPC Holdings LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
GPC Opco GP LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
GPC Sub GP LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
GPC US LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	0.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Acquisition Corp. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%
Graham Packaging Company Europe LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Company Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Company, L.P. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Holdings Company [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging International Plastics Products Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Latin America, LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Leasing USA LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging PET Technologies Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging Plastic Products Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging PX Company [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging PX Holding Corporation [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Graham Packaging PX, LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Pactiv International Holdings Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Pactiv LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Pactiv Management Company LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Pactiv Packaging Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
PCA West Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
RenPac Holdings Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Reynolds Consumer Products Holdings LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Reynolds Consumer Products LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Reynolds Group Holdings Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Reynolds Group Issuer Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Reynolds Group Issuer LLC [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Reynolds Manufacturing, Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Reynolds Presto Products Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Reynolds Services Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Southern Plastics Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Trans Western Polymers, Inc. [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%
Proportion of voting rights held in subsidiary	100.00%
Alusud Venezuela S.A. (in liquidation) [member]
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	100.00%
Proportion of voting rights held in subsidiary	0.00%

XML

Operating leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of finance lease and operating lease by lessee [line items]
Minimum lease payments payable under non-cancellable operating lease	$ 417	$ 418
Lease and sublease payments recognised as expense	133	114	$ 124
Less than one year [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum lease payments payable under non-cancellable operating lease	110	103
Between one and five years [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum lease payments payable under non-cancellable operating lease	244	239
More than five years [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum lease payments payable under non-cancellable operating lease	$ 63	$ 76

XML

Capital commitments (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Capital commitments [abstract]
Capital commitments	$ 155	$ 95

XML

Contingencies (Details) - Top of range [member] - 2009-2010 [member]	Dec. 31, 2017 USD ($)
Disclosure of transactions between related parties [line items]
Management fee payable	$ 22,000,000
Remaining management fee payable	$ 22,000,000

XML

Condensed consolidating guarantor financial information (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Condensed Statement of Comprehensive Income1 [Line Items]
Revenue		$ 10,524	$ 10,646	$ 11,178
Cost of sales	[1]	(8,202)	(8,259)	(8,978)
Gross profit		2,322	2,387	2,200
Net other income (expenses)		(78)	(72)	53
Selling, marketing and distribution expenses	[1]	(277)	(315)	(262)
General and administration expenses	[1]	(745)	(855)	(745)
Profit from operating activities		1,222	1,145	1,246
Financial income		49	169	22
Financial expenses		(750)	(1,042)	(1,562)
Net financial expenses		(701)	(873)	(1,540)
Profit (loss) from continuing operations before income tax		521	272	(294)
Income tax (expense) benefit		(81)	(105)	(60)
Profit (loss) from continuing operations		440	167	(354)
Profit (loss) from discontinued operations, net of income tax		(1)	(6)	2,672
Profit (loss) for the year		439	161	2,318
Total other comprehensive income (loss), net of income tax		257	8	(391)
Total comprehensive income (loss)		696	169	1,927
Equity holder of the Group - continuing operations		438	165	(356)
Equity holder of the Group - discontinued operations		(1)	(6)	2,672
Non-controlling interests		2	2	2
Equity holder of the Group - continuing operations		695	173	(326)
Equity holder of the Group - discontinued operations		(1)	(6)	2,251
Non-controlling interests		2	2	2
Parent [member]
Condensed Statement of Comprehensive Income1 [Line Items]
Revenue		0	0	0
Cost of sales		0	0	0
Gross profit		0	0	0
Net other income (expenses)		425	151	(358)
Selling, marketing and distribution expenses		0	0	0
General and administration expenses		0	0	0
Profit from operating activities		425	151	(358)
Financial income		17	17	19
Financial expenses		(2)	0	(15)
Net financial expenses		15	17	4
Profit (loss) from continuing operations before income tax		440	168	(354)
Income tax (expense) benefit		(2)	(3)	(2)
Profit (loss) from continuing operations		438	165	(356)
Profit (loss) from discontinued operations, net of income tax		(1)	(6)	2,672
Profit (loss) for the year		437	159	2,316
Total other comprehensive income (loss), net of income tax		257	8	(391)
Total comprehensive income (loss)		694	167	1,925
Equity holder of the Group - continuing operations		438	165	(356)
Equity holder of the Group - discontinued operations		(1)	(6)	2,672
Non-controlling interests		0	0	0
Equity holder of the Group - continuing operations		695	173	(326)
Equity holder of the Group - discontinued operations		(1)	(6)	2,251
Non-controlling interests		0	0	0
Reynolds Notes Issuers [member]
Condensed Statement of Comprehensive Income1 [Line Items]
Revenue		0	0	0
Cost of sales		0	0	0
Gross profit		0	0	0
Net other income (expenses)		0	0	0
Selling, marketing and distribution expenses		0	0	0
General and administration expenses		0	0	0
Profit from operating activities		0	0	0
Financial income		567	813	1,074
Financial expenses		(423)	(724)	(1,238)
Net financial expenses		144	89	(164)
Profit (loss) from continuing operations before income tax		144	89	(164)
Income tax (expense) benefit		(22)	(33)	43
Profit (loss) from continuing operations		122	56	(121)
Profit (loss) from discontinued operations, net of income tax		0	0	0
Profit (loss) for the year		122	56	(121)
Total other comprehensive income (loss), net of income tax		0	0	0
Total comprehensive income (loss)		122	56	(121)
Equity holder of the Group - continuing operations		122	56	(121)
Equity holder of the Group - discontinued operations		0	0	0
Non-controlling interests		0	0	0
Equity holder of the Group - continuing operations		122	56	(121)
Equity holder of the Group - discontinued operations		0	0	0
Non-controlling interests		0	0	0
Other Guarantor Entities [member]
Condensed Statement of Comprehensive Income1 [Line Items]
Revenue		9,368	9,386	9,795
Cost of sales		(7,259)	(7,224)	(7,825)
Gross profit		2,109	2,162	1,970
Net other income (expenses)		176	130	110
Selling, marketing and distribution expenses		(247)	(281)	(228)
General and administration expenses		(681)	(779)	(668)
Profit from operating activities		1,357	1,232	1,184
Financial income		26	29	18
Financial expenses		(904)	(1,041)	(1,433)
Net financial expenses		(878)	(1,012)	(1,415)
Profit (loss) from continuing operations before income tax		479	220	(231)
Income tax (expense) benefit		(34)	(43)	(68)
Profit (loss) from continuing operations		445	177	(299)
Profit (loss) from discontinued operations, net of income tax		(1)	1	2,678
Profit (loss) for the year		444	178	2,379
Total other comprehensive income (loss), net of income tax		253	4	(369)
Total comprehensive income (loss)		697	182	2,010
Equity holder of the Group - continuing operations		445	177	(299)
Equity holder of the Group - discontinued operations		(1)	1	2,678
Non-controlling interests		0	0	0
Equity holder of the Group - continuing operations		698	181	(247)
Equity holder of the Group - discontinued operations		(1)	1	2,257
Non-controlling interests		0	0	0
Non-guarantor Entities [member]
Condensed Statement of Comprehensive Income1 [Line Items]
Revenue		1,352	1,446	1,594
Cost of sales		(1,139)	(1,221)	(1,364)
Gross profit		213	225	230
Net other income (expenses)		(69)	(64)	(15)
Selling, marketing and distribution expenses		(30)	(34)	(34)
General and administration expenses		(64)	(76)	(77)
Profit from operating activities		50	51	104
Financial income		65	58	72
Financial expenses		(47)	(25)	(37)
Net financial expenses		18	33	35
Profit (loss) from continuing operations before income tax		68	84	139
Income tax (expense) benefit		(23)	(26)	(33)
Profit (loss) from continuing operations		45	58	106
Profit (loss) from discontinued operations, net of income tax		0	0	4
Profit (loss) for the year		45	58	110
Total other comprehensive income (loss), net of income tax		92	(85)	(125)
Total comprehensive income (loss)		137	(27)	(15)
Equity holder of the Group - continuing operations		43	56	104
Equity holder of the Group - discontinued operations		0	0	4
Non-controlling interests		2	2	2
Equity holder of the Group - continuing operations		135	(29)	(13)
Equity holder of the Group - discontinued operations		0	0	(4)
Non-controlling interests		2	2	2
Elimination of intersegment amounts [member]
Condensed Statement of Comprehensive Income1 [Line Items]
Revenue		(196)	(186)	(211)
Cost of sales		196	186	211
Gross profit		0	0	0
Net other income (expenses)		(610)	(289)	316
Selling, marketing and distribution expenses		0	0	0
General and administration expenses		0	0	0
Profit from operating activities		(610)	(289)	316
Financial income		(626)	(748)	(1,161)
Financial expenses		626	748	1,161
Net financial expenses		0	0	0
Profit (loss) from continuing operations before income tax		(610)	(289)	316
Income tax (expense) benefit		0	0	0
Profit (loss) from continuing operations		(610)	(289)	316
Profit (loss) from discontinued operations, net of income tax		1	(1)	(2,682)
Profit (loss) for the year		(609)	(290)	(2,366)
Total other comprehensive income (loss), net of income tax		(345)	81	494
Total comprehensive income (loss)		(954)	(209)	(1,872)
Equity holder of the Group - continuing operations		(610)	(289)	316
Equity holder of the Group - discontinued operations		1	(1)	(2,682)
Non-controlling interests		0	0	0
Equity holder of the Group - continuing operations		(955)	(208)	381
Equity holder of the Group - discontinued operations		1	(1)	(2,253)
Non-controlling interests		$ 0	$ 0	$ 0

[1] For information on expenses by nature, refer to notes 8, 9, 12, 13, 14, 17 and 23.

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Condensed consolidating guarantor financial information Condensed Balance Sheet (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Condensed Balance Sheet Statement1 [Line Items]
Cash and cash equivalents	$ 617	$ 932	$ 1,977
Trade and other receivables, net	1,136	1,051
Inventories	1,370	1,245
Inter-group receivables	0	0
Assets held for sale	144	26
Other assets	65	78
Total current assets	3,332	3,332
Investments in subsidiaries	0	0
Property, plant and equipment	2,923	3,010	3,184
Intangible assets	9,659	9,902	10,192
Inter-group receivables	0	0
Other non-current assets	768	710
Total non-current assets	13,350	13,622
Total assets	16,682	16,954
Trade and other payables	1,116	1,182
Inter-group payables	0	0
Borrowings	470	746
Liabilities directly associated with assets held for sale	34	23
Other liabilities	298	362
Total current liabilities	1,918	2,313
Borrowings	10,919	11,325
Inter-group liabilities	0	0
Other liabilities	2,193	2,359
Total non-current liabilities	13,112	13,684
Total liabilities	15,030	15,997
Net assets	1,652	957
Equity attributable to holder of the Group	1,642	948
Non-controlling interests	10	9
Total equity	1,652	957	$ 797	$ (1,125)
Parent [member]
Condensed Balance Sheet Statement1 [Line Items]
Cash and cash equivalents	0	0
Trade and other receivables, net	0	6
Inventories	0	0
Inter-group receivables	0	0
Assets held for sale	0	0
Other assets	0	0
Total current assets	0	6
Investments in subsidiaries	1,407	710
Property, plant and equipment	0	0
Intangible assets	0	0
Inter-group receivables	9	13
Other non-current assets	330	330
Total non-current assets	1,746	1,053
Total assets	1,746	1,059
Trade and other payables	33	60
Inter-group payables	0	0
Borrowings	0	1
Liabilities directly associated with assets held for sale	0	0
Other liabilities	6	5
Total current liabilities	39	66
Borrowings	0	0
Inter-group liabilities	65	45
Other liabilities	0	0
Total non-current liabilities	65	45
Total liabilities	104	111
Net assets	1,642	948
Equity attributable to holder of the Group	1,642	948
Non-controlling interests	0	0
Total equity	1,642	948
Reynolds Notes Issuers [member]
Condensed Balance Sheet Statement1 [Line Items]
Cash and cash equivalents	0	0
Trade and other receivables, net	0	0
Inventories	0	0
Inter-group receivables	717	332
Assets held for sale	0	0
Other assets	4	0
Total current assets	721	332
Investments in subsidiaries	0	0
Property, plant and equipment	0	0
Intangible assets	0	0
Inter-group receivables	6,763	7,266
Other non-current assets	282	258
Total non-current assets	7,045	7,524
Total assets	7,766	7,856
Trade and other payables	125	144
Inter-group payables	4	1
Borrowings	0	0
Liabilities directly associated with assets held for sale	0	0
Other liabilities	0	1
Total current liabilities	129	146
Borrowings	6,897	7,332
Inter-group liabilities	490	272
Other liabilities	66	81
Total non-current liabilities	7,453	7,685
Total liabilities	7,582	7,831
Net assets	184	25
Equity attributable to holder of the Group	184	25
Non-controlling interests	0	0
Total equity	184	25
Other Guarantor Entities [member]
Condensed Balance Sheet Statement1 [Line Items]
Cash and cash equivalents	457	757
Trade and other receivables, net	93	152
Inventories	1,225	1,090
Inter-group receivables	25	21
Assets held for sale	3	4
Other assets	43	57
Total current assets	1,846	2,081
Investments in subsidiaries	1,125	907
Property, plant and equipment	2,601	2,626
Intangible assets	9,306	9,556
Inter-group receivables	1,609	1,059
Other non-current assets	114	85
Total non-current assets	14,755	14,233
Total assets	16,601	16,314
Trade and other payables	786	785
Inter-group payables	718	337
Borrowings	52	338
Liabilities directly associated with assets held for sale	0	0
Other liabilities	257	314
Total current liabilities	1,813	1,774
Borrowings	4,022	3,992
Inter-group liabilities	7,304	7,637
Other liabilities	2,055	2,201
Total non-current liabilities	13,381	13,830
Total liabilities	15,194	15,604
Net assets	1,407	710
Equity attributable to holder of the Group	1,407	710
Non-controlling interests	0	0
Total equity	1,407	710
Non-guarantor Entities [member]
Condensed Balance Sheet Statement1 [Line Items]
Cash and cash equivalents	160	175
Trade and other receivables, net	1,043	893
Inventories	145	155
Inter-group receivables	0	2
Assets held for sale	141	22
Other assets	18	21
Total current assets	1,507	1,268
Investments in subsidiaries	0	0
Property, plant and equipment	322	384
Intangible assets	353	346
Inter-group receivables	149	128
Other non-current assets	42	37
Total non-current assets	866	895
Total assets	2,373	2,163
Trade and other payables	172	193
Inter-group payables	20	20
Borrowings	418	407
Liabilities directly associated with assets held for sale	34	23
Other liabilities	35	42
Total current liabilities	679	685
Borrowings	0	1
Inter-group liabilities	671	509
Other liabilities	72	77
Total non-current liabilities	743	587
Total liabilities	1,422	1,272
Net assets	951	891
Equity attributable to holder of the Group	941	882
Non-controlling interests	10	9
Total equity	951	891
Elimination of intersegment amounts [member]
Condensed Balance Sheet Statement1 [Line Items]
Cash and cash equivalents	0	0
Trade and other receivables, net	0	0
Inventories	0	0
Inter-group receivables	(742)	(355)
Assets held for sale	0	0
Other assets	0	0
Total current assets	(742)	(355)
Investments in subsidiaries	(2,532)	(1,617)
Property, plant and equipment	0	0
Intangible assets	0	0
Inter-group receivables	(8,530)	(8,466)
Other non-current assets	0	0
Total non-current assets	(11,062)	(10,083)
Total assets	(11,804)	(10,438)
Trade and other payables	0	0
Inter-group payables	(742)	(358)
Borrowings	0	0
Liabilities directly associated with assets held for sale	0	0
Other liabilities	0	0
Total current liabilities	(742)	(358)
Borrowings	0	0
Inter-group liabilities	(8,530)	(8,463)
Other liabilities	0	0
Total non-current liabilities	(8,530)	(8,463)
Total liabilities	(9,272)	(8,821)
Net assets	(2,532)	(1,617)
Equity attributable to holder of the Group	(2,532)	(1,617)
Non-controlling interests	0	0
Total equity	$ (2,532)	$ (1,617)

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Condensed consolidating guarantor financial information Condensed Cash Flow Statement (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Condensed Cash Flow Statement1 [Line Items]
Net cash from operating activities	$ 840	$ 876	$ 654
Acquisition of property, plant and equipment and intangible assets	(410)	(324)	(381)
Purchases of short-term investments	0	0	(200)
Proceeds from sale of short-term investments	0	0	200
Proceeds from sale of property, plant and equipment and other assets	5	13	23
Proceeds from insurance claims	0	0	26
Disposal of businesses, net of cash disposed	44	149	4,148
Net related party (advances) repayments	0	0	0
Proceeds from intercompany share repurchase			0
Intercompany capital injection			0
Related party interest received	0	5	0
Other	2	5	4
Net cash from (used in) investing activities	(359)	(157)	3,820
Drawdown of borrowings	452	4,706	150
Repayment of borrowings	(1,221)	(6,339)	(4,282)
Related party borrowings (repayments)	0	0	0
Payment of debt transaction costs	(10)	(110)	(15)
Payment for intercompany share repurchase			0
Proceeds from intercompany capital injection			0
Other	(6)	(6)	(9)
Net cash used in financing activities	(785)	(1,749)	(4,156)
Parent [member]
Condensed Cash Flow Statement1 [Line Items]
Net cash from operating activities	(18)	(46)	(41)
Acquisition of property, plant and equipment and intangible assets	0	0	0
Purchases of short-term investments			0
Proceeds from sale of short-term investments			0
Proceeds from sale of property, plant and equipment and other assets	0	0	0
Proceeds from insurance claims			0
Disposal of businesses, net of cash disposed	0	0	0
Net related party (advances) repayments	0	0	0
Proceeds from intercompany share repurchase			41
Intercompany capital injection			0
Related party interest received	0	0	0
Other	0		0
Net cash from (used in) investing activities	0	0	41
Drawdown of borrowings	0	0	0
Repayment of borrowings	0	0	0
Related party borrowings (repayments)	18	45	0
Payment of debt transaction costs	0	0	0
Payment for intercompany share repurchase			0
Proceeds from intercompany capital injection			0
Other	0	0	0
Net cash used in financing activities	18	45	0
Reynolds Notes Issuers [member]
Condensed Cash Flow Statement1 [Line Items]
Net cash from operating activities	(397)	(727)	(800)
Acquisition of property, plant and equipment and intangible assets	0	0	0
Purchases of short-term investments			0
Proceeds from sale of short-term investments			0
Proceeds from sale of property, plant and equipment and other assets	0	0	0
Proceeds from insurance claims			0
Disposal of businesses, net of cash disposed	0	0	0
Net related party (advances) repayments	446	1,811	4,010
Proceeds from intercompany share repurchase			0
Intercompany capital injection			0
Related party interest received	131	450	803
Other	0		0
Net cash from (used in) investing activities	577	2,261	4,813
Drawdown of borrowings	0	3,152	0
Repayment of borrowings	(445)	(4,774)	(3,982)
Related party borrowings (repayments)	265	122	(30)
Payment of debt transaction costs	0	(34)	0
Payment for intercompany share repurchase			0
Proceeds from intercompany capital injection			0
Other	0	0	0
Net cash used in financing activities	(180)	(1,534)	(4,012)
Other Guarantor Entities [member]
Condensed Cash Flow Statement1 [Line Items]
Net cash from operating activities	1,245	1,132	698
Acquisition of property, plant and equipment and intangible assets	(362)	(286)	(323)
Purchases of short-term investments			(200)
Proceeds from sale of short-term investments			200
Proceeds from sale of property, plant and equipment and other assets	5	10	23
Proceeds from insurance claims			26
Disposal of businesses, net of cash disposed	12	149	4,168
Net related party (advances) repayments	(413)	(38)	(9)
Proceeds from intercompany share repurchase			0
Intercompany capital injection			(7)
Related party interest received	15	4	14
Other	2		3
Net cash from (used in) investing activities	(741)	(161)	3,895
Drawdown of borrowings	0	1,348	0
Repayment of borrowings	(336)	(1,450)	(72)
Related party borrowings (repayments)	(459)	(1,824)	(4,022)
Payment of debt transaction costs	(6)	(76)	(15)
Payment for intercompany share repurchase			(41)
Proceeds from intercompany capital injection			0
Other	(3)	(5)	(4)
Net cash used in financing activities	(804)	(2,007)	(4,154)
Non-guarantor Entities [member]
Condensed Cash Flow Statement1 [Line Items]
Net cash from operating activities	(136)	68	(26)
Acquisition of property, plant and equipment and intangible assets	(48)	(38)	(58)
Purchases of short-term investments			0
Proceeds from sale of short-term investments			0
Proceeds from sale of property, plant and equipment and other assets	0	3	0
Proceeds from insurance claims			0
Disposal of businesses, net of cash disposed	32	0	(20)
Net related party (advances) repayments	14	4	12
Proceeds from intercompany share repurchase			0
Intercompany capital injection			0
Related party interest received	0	0	6
Other	0		1
Net cash from (used in) investing activities	(2)	(31)	(59)
Drawdown of borrowings	452	206	150
Repayment of borrowings	(440)	(115)	(228)
Related party borrowings (repayments)	129	(120)	39
Payment of debt transaction costs	(4)	0	0
Payment for intercompany share repurchase			0
Proceeds from intercompany capital injection			7
Other	(3)	(1)	(5)
Net cash used in financing activities	134	(30)	(37)
Elimination of intersegment amounts [member]
Condensed Cash Flow Statement1 [Line Items]
Net cash from operating activities	146	449	823
Acquisition of property, plant and equipment and intangible assets	0	0	0
Purchases of short-term investments			0
Proceeds from sale of short-term investments			0
Proceeds from sale of property, plant and equipment and other assets	0	0	0
Proceeds from insurance claims			0
Disposal of businesses, net of cash disposed	0	0	0
Net related party (advances) repayments	(47)	(1,777)	(4,013)
Proceeds from intercompany share repurchase			(41)
Intercompany capital injection			7
Related party interest received	(146)	(449)	(823)
Other	0		0
Net cash from (used in) investing activities	(193)	(2,226)	(4,870)
Drawdown of borrowings	0	0	0
Repayment of borrowings	0	0	0
Related party borrowings (repayments)	47	1,777	4,013
Payment of debt transaction costs	0	0	0
Payment for intercompany share repurchase			41
Proceeds from intercompany capital injection			(7)
Other	0	0	0
Net cash used in financing activities	$ 47	$ 1,777	$ 4,047

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Subsequent events (Details) - Reynolds Notes, Senior Secured Notes 6.875% [member] - USD ($) $ in Millions	Feb. 15, 2018	Oct. 07, 2016
Disclosure of non-adjusting events after reporting period [line items]
Debt instrument, repurchased face amount		$ 350
Subsequent Event [member]
Disclosure of non-adjusting events after reporting period [line items]
Debt instrument, repurchased face amount	$ 300
Debt instrument, redemption price, percentage of principal amount redeemed	101.146%