EXHIBIT 99.1 Pactiv Sales Rise 9 Percent on Strong Volume Growth; Reports Significant Free Cash Flow LAKE FOREST, Ill.--(BUSINESS WIRE)--Oct. 20, 2004--For the quarter ended September 30, Pactiv Corporation (NYSE:PTV) today announced a 9-percent sales increase to $865 million from $793 million primarily based on strong volume growth. Earnings per share were $0.37 compared with $0.16 last year. Excluding a $0.01 per share "restructuring and other" (restructuring) charge related to the Company's restructuring program announced March 15, as well as $0.22 per share related to a litigation settlement in the third quarter of 2003, earnings per share of $0.38 were even with last year. Excluding these items and non-cash pension income, earnings per share rose 3 percent. Net income was $56 million compared with $26 million last year. Excluding the impact of the restructuring and litigation items, net income was $57 million compared with $61 million in 2003. "Our businesses remain healthy, as demonstrated by the broad-based sales growth and significant free cash flow generation we experienced in the quarter. Our performance reflects continued volume strength, as well as the impact of pricing actions and productivity gains that partially offset substantially higher raw material costs," said Richard L. Wambold, Pactiv's chairman and chief executive officer. Free cash flow (cash from operating activities less capital expenditures) grew significantly to $114 million compared with $90 million last year primarily because of improved operating working capital management. At the end of the quarter, the annualized return on capital employed reached 12.0 percent compared with 11.3 percent last year. In the quarter the Company repurchased 2.5 million shares of its stock. Year to date the Company has repurchased 10.1 million shares at an average price of $22.71. Gross margin was 27.2 percent compared with 30.6 percent last year due to the impact of higher raw material costs, partially offset by pricing improvement. Operating margin excluding the restructuring and litigation charges was 13.4 percent compared with 15.4 percent last year. For the nine-month period, sales of $2.50 billion increased 8 percent from $2.32 billion. Net income was $108 million, or $0.70 per share, compared with $129 million, or $0.80 per share, last year. Excluding the impact of the 2004 restructuring charges and the 2003 litigation settlement, year-to-date 2004 net income was $162 million, or $1.05 per share, compared with $164 million, or $1.02 per share, in 2003. Excluding these items and non-cash pension income, earnings per share rose 7 percent. Nine-month free cash flow was $246 million, up 27 percent compared with $194 million in 2003. Business Segment Results Hefty(R) Consumer Products Third quarter sales of $238 million increased 6 percent from $224 million last year, reflecting sound volume growth. The Company experienced volume increases in all product lines, led by gains in tableware and waste bags. Rollout of Hefty(R) Ultra Flex(TM), the Company's new strong and stretchable waste bag, is on track, and advertising and promotion support will begin in November. In the quarter, Hefty(R) Consumer Products also introduced extensions to its Hefty(R) Zoo Pals(R) line of plates with new bowls and utensils. Operating income of $44 million decreased 8 percent compared with $48 million last year. Operating margin was 18.5 percent compared with 21.4 percent last year primarily due to higher energy-related costs. A price increase on tableware products to lessen the impact of higher resin costs will be effective in the fourth quarter, and additional pricing actions in this segment are being considered for 2005. For the nine-month period, sales of $675 million rose 5 percent from $645 million. Operating income before the restructuring charge was $133 million, a decline of 4 percent from $138 million last year. On the same basis, operating margin was 19.7 percent compared with 21.4 percent. Foodservice/Food Packaging Third quarter sales of $386 million rose 10 percent from $351 million last year driven by strong volume and pricing gains. The sales growth was led by increases in foodservice foam, agricultural products, home meal replacement items, and processor trays. Operating income before the restructuring charge was $46 million, a decline of 13 percent compared with $53 million last year due to higher energy-related costs. On the same basis, operating margin was 11.9 percent compared with 15.1 percent last year. For the nine-month period, sales of $1.12 billion rose 10 percent from $1.02 billion. Operating profit of $131 million before restructuring charges decreased 3 percent from $135 million. On the same basis, operating margin was 11.7 percent compared with 13.3 percent in 2003. This segment has been successful in raising prices throughout 2004 and expects to raise prices in the fourth quarter to offset the unprecedented increases in raw material costs. Protective and Flexible Packaging Third quarter sales for the Protective and Flexible Packaging segment of $241 million increased 11 percent compared with $218 million last year driven by volume and price increases in North America, volume growth in Europe, and favorable foreign exchange. Demand was broad-based, including strong growth in inflatables, air cushioning, polyethylene foam, and micro-foam products. Operating income grew substantially to $23 million compared with $15 million last year. Operating margin was 9.5 percent compared with 6.9 percent last year. The profit improvement reflects the impact of restructuring initiatives, as well as volume and pricing gains. For the nine months, sales rose 7 percent to $707 million from $658 million. Excluding restructuring charges, operating profit of $56 million rose 33 percent versus $42 million last year. On the same basis, operating margin was 7.9 percent compared with 6.4 percent. Outlook The Company reiterates its 2004 outlook for earnings per share excluding restructuring charges in a range of $1.40 to $1.45. At this point, with high oil prices and the potential cost pass through from resin suppliers, as well as additional promotional spending to support the launch of Hefty(R) Ultra Flex(TM), the Company is most comfortable with the low end of the range. The Company is increasing its estimate for 2004 free cash flow to a range of $265 million to $275 million from a range of $230 million to $240 million primarily due to better operating working capital management. Other This press release includes certain non-GAAP financial measures. A reconciliation of the non-GAAP financial measures to GAAP is shown in the "Consolidated Statement of Income", as well as the attached "Regulation G GAAP Reconciliation" or in the attached "Operating Results by Segment". The "Operating Results by Segment" also details the impact on sales of acquisitions and foreign exchange. Cautionary Statements This press release includes certain "forward-looking statements" such as those in the Outlook section as well as "additional pricing actions in this segment are being considered for 2005", and "expects to raise prices in the fourth quarter". 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 56 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 79 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 Nine months ended ended September 30, September 30, --------------- --------------- 2004 2003 2004 2003 ------- ------- ------- ------- Sales $865 $793 $2,498 $2,320 Costs and expenses Cost of sales (excluding depreciation and amortization) 630 550 1,793 1,629 Depreciation and amortization 42 41 127 122 Selling, general, and administrative 77 80 243 233 Other (income) expense - - 3 (1) ------- ------- ------- ------- Operating income before restructuring and other 116 122 332 337 Restructuring and other 2 - 86 - ------- ------- ------- ------- Operating income 114 122 246 337 Tenneco Packaging litigation settlement and other - 56 - 56 Interest expense, net 25 23 75 71 Income tax expense 33 17 63 80 Minority interest - - - 1 ------- ------- ------- ------- Net income $56 $26 $108 $129 ======= ======= ======= ======= Average common shares outstanding (diluted) 151.7 159.2 154.6 160.3 Diluted earnings per share Before restructuring and other $0.38 $0.16 $1.05 $0.80 Restructuring and other (0.01) - (0.35) - ------- ------- ------- ------- Net $0.37 $0.16 $0.70 $0.80 ======= ======= ======= ======= Gross margin (before deprec. & amort.) 27.2% 30.6% 28.2% 29.8% Operating margin Excluding restructuring and other 13.4% 15.4% 13.3% 14.5% Restructuring & other -0.2% 0.0% -3.5% 0.0% Including restructuring and other 13.2% 15.4% 9.8% 14.5% Pactiv Corporation Consolidated Statement of Financial Position (In millions) September 30, 2004 December 31, 2003 ------------------ ------------------- Assets Current assets Cash and temporary cash investments $181 $140 Accounts and notes receivable 404 374 Inventories 415 399 Other 61 69 ------------------ ------------------- Total current assets 1,061 982 ------------------ ------------------- Property, plant, and equipment, net 1,434 1,522 ------------------ ------------------- Other assets Goodwill 646 643 Intangible assets, net 287 298 Pension assets, net 208 195 Other 66 66 ------------------ ------------------- Total other assets 1,207 1,202 ------------------ ------------------- Total assets $3,702 $3,706 ================== =================== Liabilities and shareholders' equity Current liabilities Short-term debt, including current maturities of long-term debt $5 $5 Accounts payable 244 198 Other 318 271 ------------------ ------------------- Total current liabilities 567 474 ------------------ ------------------- Long-term debt 1,336 1,336 Pension and postretirement benefits 547 576 Other liabilities 277 251 Minority interest 9 8 Shareholders' equity 966 1,061 ------------------ ------------------- Total liabilities and shareholders' equity $3,702 $3,706 ================== =================== Pactiv Corporation Consolidated Statement of Cash Flows (In millions) Nine months ended September 30, 2004 2003 --------- --------- Operating activities Net income $108 $129 Adjustments to reconcile net income to cash provided by operating activities Depreciation and amortization 127 122 Deferred income taxes 29 43 Restructuring and other 40 - Noncash pension income, net (37) (45) Working capital 44 19 Other 2 7 --------- --------- Cash provided by operating activities 313 275 --------- --------- Investing activities Expenditures for property, plant, and equipment (67) (81) Acquisitions of businesses and assets - (22) Other 1 - --------- --------- Cash used by investing activities (66) (103) --------- --------- Financing activities Issuance of common stock 24 12 Purchase of common stock (230) (59) Retirement of long-term debt - (67) Net increase (decrease) in short-term debt, excluding current maturities of long-term debt - (1) --------- --------- Cash used by financing activities (206) (115) --------- --------- Effect of foreign-currency exchange rate changes on cash and temporary cash investments - 2 --------- --------- Increase (decrease) in cash and temporary cash investments 41 59 Cash and temporary cash investments, January 1 140 127 --------- --------- Cash and temporary cash investments, September 30 $181 $186 ========= ========= Pactiv Corporation Operating Results by Segment (In millions) Foodservice/ Protective Food & Flexible Consumer Packaging Packaging Other Total ---------- ------------ ---------- -------- -------- Three months ended September 30, 2004 - ------------------- Sales $238 $386 $241 $- $865 Acquisitions (a) - (20) - - (20) ---------- ------------ ---------- -------- -------- Adjusted sales (c) 238 366 241 - 845 ---------- ------------ ---------- -------- -------- Operating income before restructuring & other $44 $46 $23 $3 $116 Restructuring & other - 1 - 1 2 ---------- ------------ ---------- -------- -------- Operating income 44 45 23 2 114 ---------- ------------ ---------- -------- -------- Operating margin Excluding restructuring and other 18.5% 11.9% 9.5% NA 13.4% Restructuring & other 0.0% -0.2% 0.0% NA -0.2% Including restructuring and other 18.5% 11.7% 9.5% NA 13.2% Three months ended September 30, 2003 - ------------------ Sales $224 $351 $218 $- $793 Foreign exchange (b) - (1) 11 - 10 ---------- ------------ ---------- -------- -------- Adjusted sales (c) 224 350 229 - 803 ---------- ------------ ---------- -------- -------- Operating income 48 53 15 6 122 ---------- ------------ ---------- -------- -------- Operating margin 21.4% 15.1% 6.9% NA 15.4% Nine months ended September 30, 2004 - ------------------ Sales $675 $1,116 $707 $- $2,498 Acquisitions (a) - (55) - - (55) ---------- ------------ ---------- -------- -------- Adjusted sales (c) 675 1,061 707 - 2,443 ---------- ------------ ---------- -------- -------- Operating income before restructuring & other $133 $131 $56 $12 $332 Restructuring & other 4 27 53 2 86 ---------- ------------ ---------- -------- -------- Operating income 129 104 3 10 246 ---------- ------------ ---------- -------- -------- Operating margin Excluding restructuring and other 19.7% 11.7% 7.9% NA 13.3% Restructuring & other -0.6% -2.4% -7.5% NA -3.5% Including restructuring and other 19.1% 9.3% 0.4% NA 9.8% Nine months ended September 30, 2003 - ------------------ Sales $645 $1,017 $658 $- $2,320 Foreign exchange (b) - (1) 41 - 40 ---------- ------------ ---------- -------- -------- Adjusted sales (c) 645 1,016 699 - 2,360 ---------- ------------ ---------- -------- -------- Operating income 138 135 42 22 337 ---------- ------------ ---------- -------- -------- Operating margin 21.4% 13.3% 6.4% NA 14.5% (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 Net Income and Earnings per Share (Dollars in millions, except per-share amounts) Three months Nine months ended ended September 30, September 30, ----------------- ----------------- 2004 2003 2004 2003 -------- -------- -------- -------- Net income - US GAAP basis (a) $56 $26 $108 $129 Excluding: Tenneco Packaging litigation settlement and other - 35 - 35 Restructuring and other charges 1 - 54 - -------- -------- -------- -------- Net income - US GAAP basis excluding restructuring and other charges and Tenneco Packaging litigation settlement and other 57 61 162 164 Excluding: Pension income (8) (10) (23) (29) -------- -------- -------- -------- Net income excluding restructuring and other charges, Tenneco Packaging litigation settlement and other, and pension income $49 $51 $139 $135 ======== ======== ======== ======== Average common shares outstanding (diluted) 151.7 159.2 154.6 160.3 Diluted earnings per share Net - US GAAP basis (a) $0.37 $0.16 $0.70 $0.80 Excluding: Tenneco Packaging litigation settlement and other - 0.22 - 0.22 Restructuring and other charges 0.01 - 0.35 - -------- -------- -------- -------- Net - US GAAP basis excluding restructuring and other charges and Tenneco Packaging litigation settlement and other 0.38 0.38 1.05 1.02 Excluding: Pension income (0.05) (0.06) (0.15) (0.18) -------- -------- -------- -------- Net - US GAAP basis excluding restructuring and other charges, Tenneco Packaging litigaton settlement and other, and pension income $0.33 $0.32 $0.90 $0.84 ======== ======== ======== ======== Percent change - 2004 vs. 2003 3% 7% (a) In accordance with generally accepted accounting principles (US GAAP), reported net income and earnings per share include the after- tax impacts of 2004 restructuring and other charges, 2003 Tenneco Packaging litigation settlement and other, and pension income. The company's management believes that by adjusting reported net income and diluted earnings per share to exclude the effects of these items, the resulting metrics reflect the company's operating performance. The company's management uses these metrics to evaluate operating performance, to value various business units, and, along with other factors, in determining management compensation. Regulation G GAAP Reconciliation Free Cash Flow Three months Nine months ended ended September 30, September 30, ----------------- ----------------- 2004 2003 2004 2003 -------- -------- -------- -------- Cash flow provided by operating activities - US GAAP basis $144 $120 $313 $275 Less: capital expenditures (30) (30) (67) (81) -------- -------- -------- -------- Free cash flow (b) $114 $90 $246 $194 ======== ======== ======== ======== (b) Free cash flow is defined as cash flow provided by operating activities less capital expenditures. Both of these amounts are calculated in accordance with US GAAP. The company's management believes free cash flow, as defined, is 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, incremental investments, or financing activities, such as, but not limited to, acquisitions and share repurchases. Pactiv Corporation Regulation G GAAP Reconciliation Average Return on Capital Employed Dollars in millions Last 12 months ended 9/30/2004 9/30/2003 9/30/2002 --------- --------- --------- Operating income $375 $460 Restructuring & other 86 - Other (income) expense 4 - Pension income (56) (73) ---------------------- Pretax NOPAT 409 387 Long-term cash tax rate 30.0% 30.0% Taxes 123 116 ---------------------- NOPAT $286 $271 ---------------------- Short-term debt $5 $4 $5 Long-term debt 1,336 1,168 1,204 Minority interest 9 8 8 Shareholders' equity 966 1,021 864 Pension assets (208) (184) (162) Pension and other postretirement benefit liabilities 547 551 575 Deferred tax on net pension assets/liabilities (@ 38%) (129) (139) (157) Cash (181) (186) (133) Synthetic lease adjustment - 169 169 --------------------------------- Net capital employed $2,345 $2,412 $2,373 --------------------------------- Average return on capital employed (a) 12.0% 11.3% (a) Return on capital employed (ROCE) is defined as net operating profit after taxes (NOPAT) divided by the average capital employed in the business. The numerator is a measure of the company's profitability and is derived from operating income calculated in accordance with US GAAP. Likewise, the denominator is derived from the sum of the company's total debt, minority interest, and shareholders' equity, all of which have been calculated in accordance with US GAAP. The company's management believes that ROCE, as defined, is a useful measure of the company's effectiveness in managing operating assets and increasing shareholder value. The company's management uses ROCE to evaluate performance and, along with other factors, in determining management compensation. Pactiv Corporation Regulation G GAAP Reconciliation Outlook for 2004 Three months ended Twelve months ended December 31, 2004 December 31, 2004 --------------------- --------------------- Diluted earnings per share Low High Low High estimate estimate estimate estimate ---------- ---------- ---------- ---------- Net - US GAAP basis (a) $0.31 $0.36 $1.01 $1.06 Adjustments to exclude restructuring and other charges 0.04 0.04 0.39 0.39 ---------- ---------- ---------- ---------- Net - US GAAP basis excluding restructuring and other charges $0.35 $0.40 $1.40 $1.45 ========== ========== ========== ========== Twelve months ended December 31, 2004 --------------------- Free cash flow (in millions) Low High estimate estimate ---------- ---------- Cash flow provided by operating activities - US GAAP basis $365 $375 Less: capital expenditures (100) (100) ---------- ---------- Free cash flow (b) $265 $275 ========== ========== (a) In accordance with generally accepted accounting principles (US GAAP), reported earnings per share include the after-tax effects of restructuring and other charges. The company's management believes that by adjusting reported earnings per share to exclude the effects of these items, the resulting metric reflects the company's operating performance. The company's management uses this metric to evaluate operating performance, to value various 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 capital expenditures. Both of these amounts are calculated in accordance with US GAAP. The company's management believes free cash flow, as defined, is 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, incremental investments, or financing activities, such as, but not limited to, acquisitions and share repurchases. CONTACT: Pactiv Corporation Christine Hanneman (Investor Relations), 847-482-2429 channeman@pactiv.com or Lisa Foss (Media Relations), 847-482-2704 lfoss@pactiv.com