Exhibit 99.1 Pactiv Fourth Quarter EPS From Continuing Operations of $0.41 Rises 11 Percent; Up 26 Percent Excluding Pension Income LAKE FOREST, Ill.--(BUSINESS WIRE)--Jan. 22, 2004-- Posts Fourth Consecutive Year of Strong Performance -- Including Significant Free Cash Flow and Return on Capital Pactiv Corporation (NYSE:PTV) today reported earnings per share from continuing operations for the quarter ended December 31, 2003, of $0.41, an increase of 11 percent from $0.37 per share in 2002. Income from continuing operations was $66 million compared with $59 million. Earnings per share from continuing operations excluding pension income in both years rose 26 percent. In the quarter the Company adopted FIN No. 46, Consolidation of Variable Interest Entities, to consolidate the properties covered by the Company's off balance sheet synthetic lease facility. This adoption required the Company to recognize, as a cumulative effect of a change in accounting principles, depreciation expense on the leased facilities from lease inception to December 31, 2003, of $12 million after tax, or $0.07 per share. Including this adoption, fourth quarter net income was $54 million, or $0.34 per share. Fourth quarter sales rose 5 percent to $818 million from $778 million. Gross margin was 29.5 percent compared with 31.1 percent in 2002 and 30.6 percent in the third quarter of 2003. The sequential reduction in margin was the result of lower gross margin in the Foodservice/Food Packaging segment, partially offset by improvement in Hefty(R) Consumer Products and Protective and Flexible Packaging. Operating margin of 15.8 percent was even with 2002. Full year 2003 net income was $183 million, or $1.14 per share, compared with $148 million, or $0.92 per share, in 2002. The 2003 results included the above-mentioned impact of the FIN No. 46 adoption, as well as the negative impact of a Tenneco Packaging litigation settlement of $35 million after tax, or $0.22 per share. The 2002 results included a non-cash impairment charge of $72 million after tax, or $0.45 per share, related to the adoption of SFAS No.142, Goodwill and Other Intangible Assets, and a $2 million, or $0.01 per share, gain from the partial reversal of a previously recorded restructuring charge. Excluding the impact of these items in both years, 2003 net income was $230 million, or $1.43 per share, compared with $218 million, or $1.36 per share, in 2002. Earnings per share from continuing operations excluding the above-mentioned items, as well as non-cash pension income, rose 24 percent. See the attached schedule "Regulation G GAAP Reconciliation" for details. Sales rose 9 percent to $3.1 billion from $2.9 billion. For the full year the Company generated free cash flow (cash flow from operating activities of $336 million less capital expenditures of $112 million) of $224 million. The aforementioned litigation settlement negatively impacted free cash flow by $19 million. Full year gross margin was 29.7 percent compared with 31.7 percent in 2002 primarily due to the impact of higher average resin costs throughout the year. Operating margin was 14.9 percent compared with 16.1 percent in 2002, reflecting the impact of higher raw material costs and lower non-cash pension income. "We posted another solid year of earnings and free cash flow performance. Likewise, since our spin-off in 1999, return on invested capital has improved continually and is now well above our weighted average cost of capital. We are creating substantial value and have the financial flexibility to continue to add even more value through internal investment, acquisition, and share repurchase," said Richard L. Wambold, Pactiv's chairman and chief executive officer. "As we look at 2004 we are positioned well to take advantage of an improving economy," Wambold continued. Business Segment Results Hefty(R) Consumer Products Fourth quarter sales of $243 million rose 6 percent from $229 million, reflecting improved pricing and volume gains. Operating income of $57 million rose 14 percent primarily reflecting price increases that offset higher raw material costs, and lower advertising and promotion expenses. Operating margin was 23.5 percent compared with 21.8 percent in the fourth quarter of 2002 and 21.4 percent in the third quarter of 2003. Volume growth continued to be strong in foam tableware and waste bags, despite a difficult comparison due to robust growth in the fourth quarter of 2002. Likewise, the Hefty(R) Fun Pals line of children's plates continued to post volume and market share growth. Several new Hefty(R) products are planned for later this year. For the full year, sales of $888 million rose 6 percent from $841 million. Operating profit of $195 million was up 4 percent from $188 million. Operating margin was 22.0 percent compared with 22.4 percent. Foodservice/Food Packaging Fourth quarter sales of $354 million grew 5 percent from $338 million last year driven by acquisitions. Base business volume was flat in an industry that has shown only sporadic demand improvement and also has been impacted by the West Coast supermarket strikes. Operating income was $43 million compared with $44 million last year. Operating margin was 12.1 percent compared with 13.0 percent in 2002 and 15.1 percent in the third quarter of 2003 driven by unfavorable spread (the difference between selling prices and raw material costs), actions to reduce inventory that resulted in a temporary increase in manufacturing costs, and the inclusion of the lower gross margin Rock-Tenn asset acquisition. Pactiv is in the process of rolling out its extended shelf life tray for the red meat case ready market. This product line offers the lowest cost, most technically advanced extended shelf life tray in the industry. Due to its unique sealing characteristics, this product offers processors the opportunity to significantly increase their line speeds, thereby reducing labor costs and increasing flexibility to meet their customers' needs. The Rock-Tenn packaging assets acquired in October 2003 complement Pactiv's current product line with multi-color, custom-design, and co-extrusion capabilities. For the full year, sales of $1.37 billion rose 12 percent from $1.22 billion. Operating income of $178 million increased 13 percent from $158 million. Operating margin was 13.0 percent versus 12.9 percent. Protective and Flexible Packaging Fourth quarter sales for the Protective and Flexible Packaging segment of $221 million rose 5 percent versus $211 million. Operating income of $16 million increased 14 percent from $14 million. Operating margin rose to 7.2 percent compared with 6.6 percent in 2002 and 6.9 percent in the third quarter of 2003. The improvement reflects an overall lower cost structure, as well as volume growth in North American protective packaging. Most of the European businesses continue to lag but are expected to improve as the European economies strengthen. For the full year, sales of $879 million increased 8 percent from $818 million. Operating income of $58 million decreased 7 percent from $62 million. Full year 2002 results included a $4 million gain from the partial reversal of a previously recorded restructuring charge. Full year 2003 operating margin was 6.6 percent compared with 7.6 percent in 2002. Outlook When the Company initiated its 2004 outlook in October 2003, raw material costs were declining and were expected to be stable or declining in 2004, and demand was expected to strengthen. At this point, raw material costs are higher than originally expected, and the economic recovery, while positive for some of our businesses, will take more time to have its full impact on demand. To be conservative, the company is adjusting its full year 2004 estimated range of earnings per share to $1.53 to $1.60, including pension income of $31 million after tax, or $0.19 per share. With respect to the first quarter, the target is earnings per share in the range of $0.25 to $0.27. "We are very optimistic about our ability to perform in 2004 but feel it is prudent to adjust our outlook for the higher resin costs we are currently seeing. We expect to see growth continue to improve with the economic recovery and margin to expand in a more favorable energy market in the months ahead. Excluding non-cash pension income, earnings per share are expected to once again show solid growth of between 14 and 19 percent, and we anticipate another strong year of free cash flow generation," said Wambold. Free cash flow for 2004 is anticipated to be in a range of $220 million to $240 million. The tax rate is expected to be 37 percent. Selling, general, and administrative expense is estimated to be $330 million compared with $302 million in 2003 due to lower pension income and the full year effect of the Rock-Tenn asset acquisition. The Company expects to continue its aggressive productivity and procurement program, again anticipating approximately $30 million in cost savings in 2004. Depreciation and amortization expense will be approximately $180 million, capital expenditures will be in the range of $120 million, and the full year expectation of the average fully diluted shares outstanding is between 158 million and 159 million. Other The attached "Operating Results by Segment" details the impact on sales of acquisitions, divestitures, and foreign currency exchange. Also, the attached "Regulation G GAAP Reconciliation" reconciles non-GAAP financial measures used in this press release with GAAP financial measure as required by Regulation G. Cautionary Statements This press release includes certain "forward-looking statements" such as those in the Outlook section as well as "positioned well to take advantage of an improving economy", "new Hefty(R) products are planned...", "...offers processors the opportunity to significantly increase...", and "...are expected to improve as the European economies strengthen." These statements are based on management's current reasonable and good faith expectations. A variety of factors may cause actual results to differ materially from these expectations including a slowdown in economic growth, changes in the competitive market, increased cost of raw materials, and changes in the regulatory environment. More detailed information about these and other factors is contained in the Company's Annual Report on Form 10-K at page 52 filed with the Securities and Exchange Commission as revised and updated by Forms 10-Q and 8-K as filed with the Commission. Company Information Pactiv Corporation, a $3.1 billion company, is a leading provider of advanced packaging solutions for the consumer, foodservice/food packaging and protective/flexible packaging markets. The specialty packaging leader currently operates 80 facilities in 14 countries around the world. For more information about Pactiv, visit the company's web site at www.pactiv.com. Pactiv Corporation Consolidated Statement of Income (In millions, except per-share data) Three months Twelve months ended December 31, ended December 31, 2003 2002 2003 2002 Sales $ 818 $ 778 $ 3,138 $ 2,880 Costs and expenses Cost of sales (excl. depr. and amort.) 577 536 2,206 1,967 Depr. and amort. 41 42 163 158 SG & A 69 76 302 296 Other expense, net 2 1 1 - Restructuring - - - (4) Operating income 129 123 466 463 Tenneco Packaging litigation settlement and other - - 56 - Interest expense, net 25 25 96 96 Income tax expense 38 39 118 146 Minority interest - - 1 1 Income from cont. oper. 66 59 195 220 Cumulative effect of change in accounting principles (12) - (12) (72) Net income $ 54 $ 59 $ 183 $ 148 Avg. common shares outstanding (diluted) 159.5 160.5 160.1 160.6 Earnings per share Cont. oper. $ 0.41 $ 0.37 $ 1.21 $ 1.37 Cumulative effect of change in accounting principles (0.07) - (0.07) (0.45) Net $ 0.34 $ 0.37 $ 1.14 $ 0.92 Gross margin (before depr. & amort.) 29.5% 31.1% 29.7% 31.7% Operating margin 15.8% 15.8% 14.9% 16.1% Pactiv Corporation Consolidated Statement of Financial Position (In millions) December 31, December 31, 2003 2002 Assets Current assets Cash and temporary cash investments $ 140 $ 127 Accounts and notes receivable 374 358 Inventories 399 368 Other 69 51 Total current assets 982 904 Property, plant, and equipment, net 1,522 1,366 Other assets Goodwill 643 612 Intangible assets, net 298 294 Pension assets, net 195 170 Other 66 66 Total other assets 1,202 1,142 Total assets $3,706 $3,412 Liabilities and shareholders' equity Current liabilities Short-term debt, including current maturities of long-term debt $ 5 $ 13 Accounts payable 198 217 Other 271 271 Total current liabilities 474 501 Long-term debt 1,336 1,224 Other liabilities 827 769 Minority interest 8 21 Shareholders' equity 1,061 897 Total liabilities and shareholders' equity $3,706 $3,412 Pactiv Corporation Consolidated Statement of Cash Flows (In millions) Twelve months ended December 31, 2003 2002 Operating activities Income from continuing operations $ 195 $ 220 Adjustments to reconcile income from continuing operations to cash provided by continuing operations Depreciation and amortization 163 158 Deferred income taxes 33 101 Restructuring and other, net - (4) Noncash retirement benefits, net (64) (109) Working capital 4 3 Other 5 15 Cash provided by operating activities 336 384 Investing activities Net proceeds from sale of businesses and assets 3 7 Expenditures for property, plant, and equipment (112) (126) Acquisitions of businesses and assets (82) (125) Other (3) - Cash used by investing activities (194) (244) Financing activities Issuance of common stock 20 11 Purchase of common stock (87) (40) Retirement of long-term debt (67) (22) Net increase (decrease) in short-term debt, excluding current maturities of long-term debt - (6) Cash used by financing activities (134) (57) Effect of foreign-currency exchange rate changes on cash and temporary cash investments 5 3 Increase in cash and temporary cash investments 13 86 Cash and temporary cash investments, January 1 127 41 Cash and temporary cash investments, December 31 $ 140 $ 127 Pactiv Corporation Operating Results by Segment (In millions) Protective Three months ended Foodservice/ & Flexible December 31, 2003 Consumer Food Packaging Packaging Sales $ 243 $ 354 $ 221 Acquisitions(a) - (17) (1) Adjusted sales(c) 243 337 220 Operating income 57 43 16 Three months ended December 31, 2003 Other Total Sales $ - $ 818 Acquisitions(a) - (18) Adjusted sales(c) - 800 Operating income 13 129 Protective Three months ended Foodservice/ & Flexible December 31, 2002 Consumer Food Packaging Packaging Sales $ 229 $ 338 $ 211 Foreign exchange(b) - 1 17 Adjusted sales(c) 229 339 228 Operating income 50 44 14 Three months ended December 31, 2002 Other Total Sales $ - $ 778 Foreign exchange(b) - 18 Adjusted sales(c) - 796 Operating income 15 123 Protective Twelve months ended Foodservice/ & Flexible December 31, 2003 Consumer Food Packaging Packaging Sales $ 888 $1,371 $ 879 Acquisitions(a) - (111) (5) Adjusted sales(c) 888 1,260 874 Operating income 195 178 58 Twelve months ended December 31, 2003 Other Total Sales $ - $3,138 Acquisitions(a) - (116) Adjusted sales(c) - 3,022 Operating income 35 466 Protective Twelve months ended Foodservice/ & Flexible December 31, 2002 Consumer Food Packaging Packaging Sales $ 841 $1,221 $ 818 Foreign exchange(b) - 3 68 Adjusted sales(c) 841 1,224 886 Operating income 188 158 62 Twelve months ended December 31, 2002 Other Total Sales $ - $2,880 Foreign exchange(b) - 71 Adjusted sales(c) - 2,951 Operating income 55 463 (a) Adjustment to current year sales for incremental sales from acquisitions. (b) Adjustment of prior year sales to current year foreign exchange rates. (c) Sales adjusted for acquisitions and foreign exchange. Pactiv Corporation Regulation G GAAP Reconciliation Income from Continuing Operations and Earnings per Share (In millions, except per-share amounts) Three months ended Twelve months ended December 31, December 31, 2003 2002 2003 2002 Net income - US GAAP basis $ 54 $ 59 $ 183 $ 148 Adjustments (net of tax) to exclude: Cumulative effect of change in accounting principles 12 - 12 72 Restructuring and other charges - - - (2) Tenneco Packaging litigation settlement and other - - 35 - Income from continuing operations - US GAAP basis excluding restructuring and litigation settlement 66 59 230 218 Pension income (11) (16) (40) (65) Income from continuing operations excluding restructuring, litigation settlement and pension income(a) $ 55 $ 43 $ 190 $ 153 Average common shares outstanding (diluted) 159.5 160.5 160.1 160.6 Diluted earnings per share Net - US GAAP basis $ 0.34 $ 0.37 $ 1.14 $ 0.92 Adjustments to exclude: Cumulative effect of change in accounting principles 0.07 - 0.07 0.45 Restructuring and other charges - - - (0.01) Tenneco Packaging litigation settlement and other - - 0.22 - Continuing operations excluding restructuring and litigation settlement 0.41 0.37 1.43 1.36 Pension income (0.07) (0.10) (0.25) (0.41) Continuing operations excluding restructuring, litigation settlement, and pension income(a) $ 0.34 $ 0.27 $ 1.18 $ 0.95 Percent change - 2003 vs. 2002 26% 24% (a) In accordance with generally accepted accounting principles (US GAAP), reported net income includes the after-tax impacts of cumulative effect of change in accounting principles, restructuring activity, Tenneco Packaging litigation settlement, and pension income. The company's management believes that by adjusting reported net income to exclude the effects of these items, the resulting earnings present an operationally-oriented depiction of the company's performance. The company's management uses earnings excluding cumulative effect of change in accounting principles, restructuring, Tenneco Packaging litigation settlement, and pension income to evaluate operating performance, to value various business units, and, along with other factors, in determining management compensation. Pactiv Corporation Regulation G GAAP Reconciliation Outlook for Full Year 2004 Year ended December 31, 2004 (Outlook) 2003 (Actual) High Estimate Low Estimate Diluted earnings per share Continuing operations - US GAAP basis $ 1.60 $ 1.53 $ 1.21 Adjustments to exclude: Tenneco Packaging litigation settlement and other - - 0.22 Pension income (0.19) (0.19) (0.25) Continuing operations excluding litigation settlement and pension income(a) $ 1.41 $ 1.34 $ 1.18 Percent change - 2004 vs. 2003 19% 14% Year ended December 31, 2004 (Outlook) 2003 (Actual) High Estimate Low Estimate Free cash flow (in millions) Cash flow provided by operating activities - US GAAP basis $ 360 $ 340 $ 336 Less: capital expenditures (120) (120) (112) Free cash flow(b) $ 240 $ 220 $ 224 (a) In accordance with generally accepted accounting principles (US GAAP), reported net income from continuing operations includes the after-tax effects of Tenneco Packaging litigation settlement and pension income. The company's management believes that by adjusting reported net income from continuing operations to exclude the effects of these items, the resulting earnings present an operationally-oriented depiction of the company's performance. The company's management uses earnings excluding Tenneco Packaging litigation settlement and pension income to evaluate operating performance, to value business units, and, along with other factors, in determining management compensation. (b) Free cash flow is defined as cash flow provided by operating activities less amounts for capital expenditures. Both of these amounts have been calculated in accordance with US GAAP. The company's management believes free cash flow, as defined, provides a useful measure of the company's liquidity. The company's management uses free cash flow as a measure of cash available to fund required or early debt retirement and incremental investing and/or financing activities, such as, but not limited to, acquisitions and share repurchases. CONTACT: Pactiv Corporation Christine Hanneman, 847-482-2429 (Investor Relations) channeman@pactiv.com Lisa Foss, 847-482-2704 (Media Relations) lfoss@pactiv.com