About Pactiv Evergreen Inc. Pactiv Evergreen Inc. (NASDAQ: PTVE) is a leading manufacturer and distributor of fresh foodservice and food merchandising products and fresh beverage cartons in North America. The Company produces a broad range of on-trend and feature-rich products that protect, package and display food and beverages for today's consumers. Its products, many of which are made with recycled, recyclable or renewable materials, are sold to a diversified mix of customers, including restaurants, food ...

Pactiv Evergreen Inc. (NASDAQ:PTVE) Q1 2024 Earnings Conference Call May 3, 2024 8:30 AM ET Company Participants Curt Worthington - Vice President, Investor Relations & Strategy Michael King - Chief Executive Officer Jon Baksht - Chief Financial Officer Conference Call Participants Bryan Burgmeier - Citigroup Ghansham Panjabi - Baird Philip Ng - Jefferies Arun Viswanathan - RBC Capital Markets Adam Samuelson - Goldman Sachs George Staphos - Bank of America Operator Good day, and thank you for standing by. W ...

FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to __________ Commission File Number: 001-39528 PACTIV EVERGREEN INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incor ...

[First Quarter 2024 Financial Highlights](index=1&type=section&id=First%20Quarter%202024%20Financial%20Highlights) Pactiv Evergreen reported solid Q1 2024 operating performance, improving net income despite decreased revenues Q1 2024 Key Financial Metrics | Metric | Q1 2024 | vs. Q1 2023 | vs. Q4 2023 | | :--- | :--- | :--- | :--- | | **Net Revenues** | **$1,252 million** | Down **13%** (**$1,431 million**) | Down **2%** (**$1,274 million**) | | **Net Income (Loss)** | **$10 million** | Up from (**$133 million**) | Down from **$22 million** | | **Adjusted EBITDA** | **$168 million** | Down from **$189 million** | Down from **$207 million** | | **Diluted EPS** | **$0.04** | Up from (**$0.76**) | Down from **$0.12** | | **Adjusted EPS** | **$0.14** | Up from **$0.13** | Down from **$0.33** | [Management Commentary](index=1&type=section&id=Management%20Commentary) Management highlighted strategic focus on innovation, operational excellence, and financial flexibility - CEO Michael King stated the company is navigating a challenging environment by focusing on innovation, operational excellence, and customer service to drive volume growth[2](index=2&type=chunk) - CFO Jon Baksht announced an amendment to the company's credit agreement on May 1, 2024, increasing the revolving credit facility capacity from **$250 million** to **$1,100 million** and extending the maturity to May 1, 2029[2](index=2&type=chunk) [Strategic Initiatives Update](index=1&type=section&id=Strategic%20Initiatives%20Update) Updates on 'Footprint Optimization' and 'Beverage Merchandising Restructuring' plans, targeting cost savings and facility optimization - **Footprint Optimization**: A strategic initiative announced Feb 29, 2024, expected to incur **$40-45 million** in capex, **$50-65 million** in cash charges, and **$20-40 million** in non-cash charges. In Q1 2024, the company incurred **$8 million** in cash and **$2 million** in non-cash charges[3](index=3&type=chunk) - **Beverage Merchandising Restructuring**: A plan from March 6, 2023, involving the closure of the Canton, NC mill and Olmsted Falls, OH facility. Total expected charges are ~**$160 million** cash and ~**$330 million** non-cash. In Q1 2024, the company incurred **$8 million** in cash and **$3 million** in non-cash charges[4](index=4&type=chunk) [Financial Performance Analysis](index=3&type=section&id=Financial%20Performance%20Analysis) This section analyzes Q1 2024 financial performance against prior periods, detailing key drivers of revenue and profitability [First Quarter 2024 vs. First Quarter 2023 Results (YoY)](index=3&type=section&id=First%20Quarter%202024%20vs.%20First%20Quarter%202023%20Results) Year-over-year, net revenues decreased, but net income improved significantly despite Adjusted EBITDA decline - **Net revenues** decreased mainly due to the Canton, NC mill closure, lower pricing from passing through material costs, and lower sales volume amid market softening[8](index=8&type=chunk) - **Net income** improved significantly due to a **$106 million** increase in gross profit (largely from accelerated depreciation in the prior year) and a **$56 million** decrease in restructuring charges[9](index=9&type=chunk) - **Adjusted EBITDA** decreased due to lower sales volume, lower pricing (net of material costs), and higher employee-related costs, which were partially offset by lower manufacturing and transportation costs[10](index=10&type=chunk) [First Quarter 2024 vs. Fourth Quarter 2023 Results (QoQ)](index=3&type=section&id=First%20Quarter%202024%20vs.%20Fourth%20Quarter%202023%20Results) Quarter-over-quarter, net revenues decreased, impacting net income and Adjusted EBITDA due to higher costs - **Net revenues** decreased mostly due to lower sales volume from seasonal trends in the Foodservice segment[15](index=15&type=chunk) - **Net income** decreased due to a **$32 million** drop in gross profit, which was partially offset by a **$21 million** decrease in restructuring charges[16](index=16&type=chunk) - **Adjusted EBITDA** and **Adjusted EPS** decreased mainly due to higher manufacturing and material costs and lower sales volume[17](index=17&type=chunk) [Segment Results](index=3&type=section&id=Segment%20Results) This section details performance of Foodservice and Food and Beverage Merchandising segments, analyzing revenue and EBITDA changes [Foodservice Segment](index=3&type=section&id=Foodservice%20Segment) Foodservice segment revenues decreased YoY and QoQ due to lower pricing and seasonal volume, impacting EBITDA Foodservice Performance (YoY) | Metric (in millions) | Q1 2024 | Q1 2023 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | **Net Revenues** | $597 | $614 | ($17) | (3)% | | **Segment Adjusted EBITDA** | $90 | $106 | ($16) | (15)% | Foodservice Performance (QoQ) | Metric (in millions) | Q1 2024 | Q4 2023 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | **Net Revenues** | $597 | $626 | ($29) | (5)% | | **Segment Adjusted EBITDA** | $90 | $112 | ($22) | (20)% | [Food and Beverage Merchandising Segment](index=3&type=section&id=Food%20and%20Beverage%20Merchandising%20Segment) Food and Beverage Merchandising segment revenues decreased YoY due to mill closure, impacting QoQ Adjusted EBITDA Food and Beverage Merchandising Performance (YoY) | Metric (in millions) | Q1 2024 | Q1 2023 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | **Net Revenues** | $660 | $850 | ($190) | (22)% | | **Segment Adjusted EBITDA** | $100 | $101 | ($1) | (1)% | Food and Beverage Merchandising Performance (QoQ) | Metric (in millions) | Q1 2024 | Q4 2023 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | **Net Revenues** | $660 | $653 | $7 | 1% | | **Segment Adjusted EBITDA** | $100 | $113 | ($13) | (12)% | [Balance Sheet and Cash Flow Highlights](index=5&type=section&id=Balance%20Sheet%20and%20Cash%20Flow%20Highlights) The company strengthened its balance sheet by reducing debt, with negative Q1 2024 Free Cash Flow and a dividend - The company reduced its **total outstanding debt** by **$551 million** since December 31, 2022[23](index=23&type=chunk) - The Board declared a Q1 2024 dividend of **$0.10** per share, payable on June 14, 2024[23](index=23&type=chunk) Q1 2024 Balance Sheet & Cash Flow Metrics | Metric (in millions) | As of March 31, 2024 | | :--- | :--- | | **Total outstanding debt** | $3,585 | | **Net Debt** | $3,514 | | **Net cash flow used in operating activities** | ($33) | | **Free Cash Flow** | ($74) | [Outlook](index=5&type=section&id=Outlook) Pactiv Evergreen reiterated full-year 2024 guidance, confident in achieving targets through strategic initiatives - The company reiterates its full-year 2024 **Adjusted EBITDA** guidance range of **$850 million** to **$870 million**[25](index=25&type=chunk) - The company also reiterates its guidance for full-year 2024 **Free Cash Flow**[25](index=25&type=chunk) [Financial Statements](index=8&type=section&id=Financial%20Statements) This section presents unaudited condensed consolidated financial statements, providing a GAAP-based view of performance - Presents the Condensed Consolidated Statements of Income (Loss) for Q1 2024, Q4 2023, and Q1 2023[40](index=40&type=chunk)[41](index=41&type=chunk) - Presents the Condensed Consolidated Balance Sheets as of March 31, 2024, December 31, 2023, and March 31, 2023[42](index=42&type=chunk)[43](index=43&type=chunk) - Presents the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and the preceding four quarters[44](index=44&type=chunk)[45](index=45&type=chunk) [Non-GAAP Reconciliations](index=11&type=section&id=Non-GAAP%20Reconciliations) This section reconciles non-GAAP financial measures to GAAP counterparts, including Adjusted EBITDA and EPS - Provides definitions for non-GAAP financial measures used by the company, including **Adjusted EBITDA**, **Adjusted EPS**, **Free Cash Flow**, and **Net Debt**[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) - Includes a detailed table reconciling **Net Income (Loss)** to **Adjusted EBITDA** and **Diluted EPS** to **Adjusted EPS**, showing specific adjustments for items like restructuring charges, depreciation, and amortization[50](index=50&type=chunk) - Shows the reconciliation of reportable segment **Adjusted EBITDA** to the consolidated **Adjusted EBITDA**[48](index=48&type=chunk)[49](index=49&type=chunk)

Pactiv Evergreen Inc. (NASDAQ:PTVE) Q4 2023 Earnings Conference Call March 1, 2024 8:30 AM ET Company Participants Curt Worthington - Vice President, Investor Relations & Strategy Michael King - President and Chief Executive Officer Jonathan Baksht - Chief Financial Officer Conference Call Participants Arun Viswanathan - RBC Capital Markets Ghansham Panjabi - Baird Anthony Pettinari - Citigroup Jordan Lee - Goldman Sachs Philip Ng - Jefferies Curt Woodworth - UBS Operator Good day, and thank you for standin ...

(1) Adjusted EBITDA is a non-GAAP measure. See the reconciliation to the GAAP measure in the appendix. Beverage Merchandise Restructuring: Estimated Financial Impacts | --- | --- | --- | --- | --- | --- | --- | --- | --- | |---------------------------------------------------------------------------------------------------------|---------------------------------|--------------------------------------------------|---------------------------------|--------------------------------------------------------------- ...

PART I [Business](index=5&type=section&id=Item%201.%20Business) Pactiv Evergreen, a leading North American packaging manufacturer, restructured its Beverage Merchandising operations in 2023, focusing on strategic growth and sustainability - The company operates through two reportable segments: Foodservice and Food and Beverage Merchandising, with legacy segments combined in **Q2 2023**[14](index=14&type=chunk)[15](index=15&type=chunk)[17](index=17&type=chunk) Net External Revenues by Segment (Continuing Operations) | Year | Foodservice (%) | Food and Beverage Merchandising (%) | Other (%) | | :--- | :--- | :--- | :--- | | 2023 | 47 | 53 | 0 | | 2022 | 44 | 55 | 1 | | 2021 | 42 | 56 | 2 | - In **2023**, a significant restructuring of Beverage Merchandising operations was initiated, including the closure of the Canton, North Carolina mill and Olmsted Falls, Ohio facility[18](index=18&type=chunk) - The company's top ten customers accounted for **42%** of net revenues in **2023**, with one customer representing approximately **10%** of consolidated net revenues[23](index=23&type=chunk) - Primary raw materials include plastic resins, fiber, and paperboard, with commodity cost impacts mitigated by pass-through mechanisms in customer contracts, typically with a **three-month** lag[30](index=30&type=chunk)[32](index=32&type=chunk) Research and Development Expenses | Year | R&D Expense (in millions) | | :--- | :--- | | 2023 | $45 | | 2022 | $33 | | 2021 | $22 | - The company aims for **100%** of its packaging products to be from recycled, recyclable, or renewable materials by **2030**, reaching approximately **66%** of this goal as of **2023**[49](index=49&type=chunk) - As of December 31, **2023**, the company employed approximately **15,000** people globally, with about **25%** represented by labor unions[61](index=61&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from volatile costs, customer concentration, labor issues, substantial debt, stringent regulations, and controlling shareholder influence - The business is significantly impacted by fluctuations in raw material, energy, and freight costs, with a lead-lag effect on margins despite cost pass-through mechanisms[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) - The company has high customer concentration, with one customer accounting for about **10%** of net revenues in **2023** and the top ten customers accounting for **42%**[88](index=88&type=chunk) - Labor shortages and increased labor costs have decreased production output and increased operating expenses, with the company experiencing heightened employee turnover[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - The company had **$3,605 million** of outstanding indebtedness as of December 31, **2023**, with **$1,680 million (47%)** at variable interest rates, exposing it to interest rate risk[124](index=124&type=chunk)[125](index=125&type=chunk) - The company is subject to stringent environmental regulations, including California's Plastic Pollution Prevention and Packaging Producer Responsibility Act, requiring a **25%** reduction of plastics in single-use products by **2032**[139](index=139&type=chunk)[140](index=140&type=chunk) - Packaging Finance Limited (PFL) controls approximately **77%** of the company's voting stock, enabling it to determine the outcome of all corporate actions requiring shareholder approval[172](index=172&type=chunk) - Due to PFL's majority control, the company is a "controlled company" under Nasdaq rules, exempt from certain corporate governance requirements like having a majority of independent directors[190](index=190&type=chunk) [Unresolved Staff Comments](index=52&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[200](index=200&type=chunk) [Cybersecurity](index=52&type=section&id=Item%201C.%20Cybersecurity) The company maintains a cybersecurity risk management program overseen by the Audit Committee, with no material threats identified in 2023 - The Board of Directors has delegated cybersecurity risk management oversight to the Audit Committee[202](index=202&type=chunk) - The cybersecurity program is managed by the Senior Vice President for Business Transformation and a Chief Information Security Officer (CISO) with **42 years** of experience[202](index=202&type=chunk)[203](index=203&type=chunk) - In **2023**, the company did not identify any cybersecurity threats that materially affected or are reasonably likely to materially affect its business, operations, or financial condition[205](index=205&type=chunk) [Properties](index=52&type=section&id=Item%202.%20Properties) The company operates 56 manufacturing plants and 42 warehouses globally, with its corporate office in Lake Forest, Illinois - As of December 31, **2023**, the company's global production and distribution network consisted of **56** manufacturing facilities and **42** warehouses[206](index=206&type=chunk) [Legal Proceedings](index=54&type=section&id=Item%203.%20Legal%20Proceedings) Material pending legal proceedings are disclosed in Note 14 to the consolidated financial statements - Details on material pending legal proceedings are incorporated by reference from Note 14 to the financial statements[208](index=208&type=chunk) [Mine Safety Disclosures](index=54&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[209](index=209&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=55&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock is listed on Nasdaq under "PTVE" since 2020, with two holders of record as of February 2024 - Common stock has been listed on the Nasdaq under the symbol "**PTVE**" since September 21, **2020**[212](index=212&type=chunk) - As of February 23, **2024**, there were **two** holders of record of the company's common stock[213](index=213&type=chunk) - The company completed its IPO on September 16, **2020**, selling **41,026,000** shares at **$14.00** per share for net proceeds of **$546 million**, with an additional **$23 million** from underwriters' option exercise[215](index=215&type=chunk) [Reserved](index=56&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and not applicable - Not applicable[222](index=222&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2023, net revenues decreased 11% to **$5.51 billion**, resulting in a **$222 million** net loss, while Adjusted EBITDA increased 7% to **$840 million** - In **Q2 2023**, the company combined its legacy Food Merchandising and Beverage Merchandising segments into a new Food and Beverage Merchandising segment, with all prior period information recast[226](index=226&type=chunk)[227](index=227&type=chunk) - On February 29, **2024**, the company announced a new "Footprint Optimization" restructuring plan to improve manufacturing and warehousing efficiency[234](index=234&type=chunk) - The Beverage Merchandising Restructuring, announced in March **2023**, involved closing the Canton, NC mill and Olmsted Falls, OH facility to streamline operations[232](index=232&type=chunk)[235](index=235&type=chunk) Summary of Results - 2023 vs 2022 | Metric | 2023 | 2022 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | Net Revenues | $5,510M | $6,220M | ($710M) | (11%) | | Net (Loss) Income from Cont. Ops | ($222M) | $319M | ($541M) | (170%) | | Adjusted EBITDA from Cont. Ops | $840M | $785M | $55M | 7% | | Capital Expenditures | $285M | $258M | $27M | 10% | [Comparison of Results of Operations for 2023 with 2022](index=67&type=section&id=Comparison%20of%20Results%20of%20Operations%20for%202023%20with%202022) In 2023, net revenues decreased 11% to **$5.51 billion**, leading to a **$222 million** net loss, despite a 7% increase in Adjusted EBITDA to **$840 million** Consolidated Results (2023 vs. 2022) | (In millions) | 2023 | 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total net revenues | $5,510 | $6,220 | $(710) | (11)% | | Gross profit | $733 | $997 | $(264) | (26)% | | Operating income from continuing operations | $28 | $637 | $(609) | (96)% | | (Loss) income from continuing operations | $(222) | $319 | $(541) | (170)% | | Adjusted EBITDA from continuing operations | $840 | $785 | $55 | 7% | - The **11%** decrease in net revenues was primarily due to the Canton mill closure, lower sales volume from a focus on value over volume, and the disposition of Beverage Merchandising Asia[274](index=274&type=chunk) - Cost of sales decreased by **9%**, less than the revenue decline, due to **$299 million** in charges from the Beverage Merchandising Restructuring and higher manufacturing costs[275](index=275&type=chunk) - Restructuring charges increased by **$113 million** to **$171 million**, primarily due to the Beverage Merchandising Restructuring[277](index=277&type=chunk) - Foodservice segment Adjusted EBITDA was flat at **$463 million**, as lower material and transportation costs were offset by higher manufacturing costs and lower sales volume[285](index=285&type=chunk)[287](index=287&type=chunk) - Food and Beverage Merchandising segment Adjusted EBITDA increased **10%** to **$453 million**, driven by favorable pricing and lower transportation costs, offsetting higher manufacturing costs and lower volume[288](index=288&type=chunk)[289](index=289&type=chunk) [Comparison of Results of Operations for 2022 with 2021](index=72&type=section&id=Comparison%20of%20Results%20of%20Operations%20for%202022%20with%202021) In 2022, net revenues grew 14% to **$6.22 billion**, with income from continuing operations increasing to **$319 million** and Adjusted EBITDA rising 48% to **$785 million** Consolidated Results (2022 vs. 2021) | (In millions) | 2022 | 2021 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total net revenues | $6,220 | $5,437 | $783 | 14% | | Gross profit | $997 | $574 | $423 | 74% | | Operating income from continuing operations | $637 | $119 | $518 | 435% | | Income from continuing operations | $319 | $33 | $286 | 867% | | Adjusted EBITDA from continuing operations | $785 | $531 | $254 | 48% | - The **14%** revenue increase was driven by favorable pricing (**18%** impact) and acquisitions (**6%** impact), partially offset by lower volume (**-8%** impact) and dispositions (**-2%** impact)[293](index=293&type=chunk) - Other income increased by **$261 million**, primarily due to a **$239 million** gain on the sale of Beverage Merchandising Asia and a **$27 million** gain on the sale of the Naturepak Beverage joint venture[297](index=297&type=chunk) - Foodservice segment Adjusted EBITDA increased **60%** to **$463 million**, driven by favorable pricing and the Fabri-Kal acquisition[304](index=304&type=chunk)[306](index=306&type=chunk) - Food and Beverage Merchandising segment Adjusted EBITDA increased **49%** to **$412 million**, primarily due to favorable pricing and the non-recurrence of prior year costs from Winter Storm Uri and Tropical Storm Fred[307](index=307&type=chunk)[308](index=308&type=chunk) [Liquidity and Capital Resources](index=75&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained **$365 million** in liquidity at year-end 2023, with operating cash flow increasing to **$534 million**, while reducing debt by **$547 million** Cash Flow Summary | (In millions) | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $534 | $414 | | Net cash (used in) provided by investing activities | $(272) | $102 | | Net cash used in financing activities | $(633) | $(193) | Liquidity Position as of Year-End | (In millions) | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $164 | $531 | | Availability under revolving credit facility | $201 | $200 | | **Total Liquidity** | **$365** | **$731** | - Total principal debt outstanding was **$3,605 million** as of December 31, **2023**, of which **$1,680 million** is subject to variable interest rates[316](index=316&type=chunk) - In **2023**, the company repaid an aggregate of **$535 million** of its U.S. term loans Tranche B-2[319](index=319&type=chunk) - The company anticipates incurring approximately **$300 million** in capital expenditures during **2024**[326](index=326&type=chunk) [Critical Accounting Policies, Estimates and Assumptions](index=79&type=section&id=Critical%20Accounting%20Policies%2C%20Estimates%20and%20Assumptions) Critical accounting policies involve significant estimates for pension plans, goodwill impairment, long-lived assets, and income taxes, which can materially impact financial results - The most critical accounting policies and estimates relate to defined benefit pension plans, goodwill and indefinite-lived intangible assets, other long-lived assets, and income taxes[330](index=330&type=chunk) - The company's largest pension plan, the PPPE, is highly sensitive to changes in the discount rate; a **50-basis-point** decrease would increase the defined benefit obligation by **$55 million** as of December 31, **2023**[332](index=332&type=chunk)[337](index=337&type=chunk) - Goodwill is tested for impairment annually using a quantitative assessment comparing the fair value of each reporting unit (Foodservice, Food Merchandising, Beverage Merchandising) to its carrying value, with no impairment recognized in **2023**[339](index=339&type=chunk)[340](index=340&type=chunk)[343](index=343&type=chunk) - Significant judgment is required for income taxes, particularly in assessing the need for a valuation allowance against deferred tax assets, with deferred interest expense deductions being one of the largest[347](index=347&type=chunk)[348](index=348&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=84&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company manages market risks from interest rates, foreign currency, and commodity prices through debt structure, swaps, and derivatives - The company is exposed to interest rate risk on its variable-rate borrowings, with **$1,000 million** in interest rate swap agreements as of December 31, **2023**, to hedge a portion of this exposure[352](index=352&type=chunk)[354](index=354&type=chunk) - A hypothetical **100 basis point (1%)** increase in interest rates would result in an estimated **$7 million** increase in annual interest expense, based on debt levels as of December 31, **2023**[355](index=355&type=chunk) - The company is exposed to commodity price risk for materials like resin, natural gas, electricity, wood, and diesel, periodically using futures and swaps to manage this risk[358](index=358&type=chunk)[359](index=359&type=chunk) [Financial Statements and Supplementary Data](index=85&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for 2023, including key figures for revenues, net loss, assets, debt, and cash flows Consolidated Statement of (Loss) Income Highlights (2023) | (In millions, except per share) | 2023 | | :--- | :--- | | Total net revenues | $5,510 | | Gross profit | $733 | | Operating income from continuing operations | $28 | | Net (loss) income | $(220) | | Diluted (loss) per share | $(1.26) | Consolidated Balance Sheet Highlights (as of Dec 31, 2023) | (In millions) | 2023 | | :--- | :--- | | Total current assets | $1,589 | | Total assets | $6,395 | | Total current liabilities | $796 | | Long-term debt | $3,571 | | Total liabilities | $5,046 | | Total equity | $1,349 | Consolidated Statement of Cash Flows Highlights (2023) | (In millions) | 2023 | | :--- | :--- | | Net cash provided by operating activities | $534 | | Net cash used in investing activities | $(272) | | Net cash used in financing activities | $(633) | | Net decrease in cash | $(370) | [Note 3. Acquisitions and Dispositions](index=105&type=section&id=Note%203.%20Acquisitions%20and%20Dispositions) This note details the 2021 Fabri-Kal acquisition for **$378 million** and 2022 dispositions of Beverage Merchandising Asia and Naturepak Beverage - On October 1, **2021**, the company acquired Fabri-Kal, a manufacturer of thermoformed plastic packaging, for a purchase price of **$378 million**[442](index=442&type=chunk) - The company sold its Beverage Merchandising Asia business on August 2, **2022**, for proceeds of **$336 million**, recognizing a gain on sale of **$239 million**[451](index=451&type=chunk) - In **Q3 2022**, the company committed to selling its remaining closures businesses and recognized a related impairment charge of **$56 million**[453](index=453&type=chunk) [Note 4. Restructuring, Asset Impairment and Other Related Charges](index=109&type=section&id=Note%204.%20Restructuring%2C%20Asset%20Impairment%20and%20Other%20Related%20Charges) This note details the 2023 Beverage Merchandising restructuring, incurring **$470 million** in charges from mill closures and workforce reductions - The Beverage Merchandising Restructuring announced on March 6, **2023**, included the closure of the Canton, NC mill and the Olmsted Falls, OH facility, resulting in a workforce reduction of approximately **1,300** employees[457](index=457&type=chunk)[459](index=459&type=chunk) Beverage Merchandising Restructuring Charges (2023) | Charge Type | Incurred in 2023 (in millions) | Total Expected (in millions) | | :--- | :--- | :--- | | **Non-cash Charges** | | | | Accelerated depreciation | $274 | $280 | | Other non-cash | $50 | $45 - $50 | | **Cash Charges** | | | | Severance & related costs | $43 | $45 | | Exit, disposal & transition | $103 | $105 - $115 | | **Total Charges** | **$470** | **$475 - $490** | [Note 9. Debt](index=114&type=section&id=Note%209.%20Debt) As of December 31, 2023, total principal debt was **$3.605 billion**, a decrease from 2022, with **$535 million** repaid on term loans Debt Composition as of Dec 31, 2023 | Debt Instrument | Principal Amount (in millions) | | :--- | :--- | | Credit Agreement | $1,680 | | 4.000% Senior Secured Notes due 2027 | $1,000 | | 4.375% Senior Secured Notes due 2028 | $500 | | Pactiv Debentures | $384 | | Other | $41 | | **Total Principal** | **$3,605** | - During **2023**, the company repaid a total of **$535 million** of its U.S. term loans Tranche B-2[478](index=478&type=chunk) Scheduled Debt Maturities (as of Dec 31, 2023) | Year | Principal Amount (in millions) | | :--- | :--- | | 2024 | $15 | | 2025 | $233 | | 2026 | $706 | | 2027 | $1,183 | | 2028 | $1,457 | | Thereafter | $11 | [Note 20. Segment Information](index=139&type=section&id=Note%2020.%20Segment%20Information) In Q2 2023, segments were reorganized into Foodservice and Food and Beverage Merchandising, with the US accounting for **90.5%** of 2023 net revenues - In **Q2 2023**, the company implemented a new operating structure, creating two reportable segments: Foodservice and Food and Beverage Merchandising, with all prior periods recast[568](index=568&type=chunk)[571](index=571&type=chunk) Segment Performance (2023) | (In millions) | Foodservice | Food and Beverage Merchandising | | :--- | :--- | :--- | | Total segment net revenues | $2,571 | $3,020 | | Adjusted EBITDA | $463 | $453 | Net Revenues by Geography (2023) | Region | Net Revenues (in millions) | | :--- | :--- | | United States | $4,986 | | Rest of North America | $522 | | Other | $2 | | **Total** | **$5,510** | [Note 21. Subsequent Events](index=145&type=section&id=Note%2021.%20Subsequent%20Events) On February 29, 2024, the company announced a "Footprint Optimization" restructuring plan, targeting **$35 million** in cost savings by 2026 - On February 29, **2024**, the company announced a new restructuring plan called the "Footprint Optimization" to improve operating efficiency[588](index=588&type=chunk) - The plan is expected to result in estimated run-rate cost savings of **$35 million** by **2026**[588](index=588&type=chunk) - Expected costs to implement the plan include **$50-$65 million** in cash charges, **$20-$40 million** in non-cash charges, and **$40-$45 million** in capital expenditures, primarily during **2024** and **2025**[588](index=588&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=147&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[590](index=590&type=chunk) [Controls and Procedures](index=147&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023 - The CEO and CFO concluded that disclosure controls and procedures were effective as of December 31, **2023**[591](index=591&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, **2023**, based on the COSO framework[595](index=595&type=chunk) - During **Q4 2023**, a legacy ERP system was migrated to the company's primary ERP system as part of the Beverage Merchandising Restructuring[596](index=596&type=chunk) [Other Information](index=147&type=section&id=Item%209B.%20Other%20Information) This section discloses the "Footprint Optimization" plan, a new board election, and executive compensation changes - The Footprint Optimization plan, approved February 28, **2024**, is expected to incur total charges ranging from **$70 million** to **$105 million**[600](index=600&type=chunk) - On February 28, **2024**, Linda K. Massman was elected to the Board of Directors and will serve on the Audit Committee[601](index=601&type=chunk) - On February 27-28, **2024**, the Compensation Committee and Board approved compensation increases for the CEO and other executive officers, including base salary and incentive target adjustments for **2024**[604](index=604&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=149&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - None[607](index=607&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=152&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference to the company's **2024** Proxy Statement[610](index=610&type=chunk) [Executive Compensation](index=152&type=section&id=Item%2011.%20Executive%20Compensation) Information on executive compensation is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference to the company's **2024** Proxy Statement[613](index=613&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=152&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference to the company's **2024** Proxy Statement[614](index=614&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=152&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference to the company's **2024** Proxy Statement[615](index=615&type=chunk) [Principal Accounting Fees and Services](index=152&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information on principal accounting fees and services is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference to the company's **2024** Proxy Statement[616](index=616&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=153&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements, schedules, and exhibits filed as part of the Annual Report on Form 10-K - This item contains the index to the financial statements and a list of all exhibits filed with the report[619](index=619&type=chunk)[621](index=621&type=chunk) [Form 10-K Summary](index=159&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for Form 10-K in this section - None[627](index=627&type=chunk)

Exhibit 99.1 LAKE FOREST, Ill., (February 29, 2024) - Pactiv Evergreen Inc. ("Pactiv Evergreen" or the "Company") today reported results for the fourth quarter of 2023. Michael King, President and Chief Executive Officer of Pactiv Evergreen, said, "This was a pivotal year for Pactiv Evergreen. The Company's commitment to operational excellence and profitable growth helped offset the headwinds we encountered throughout the year. Our teams demonstrated agility and discipline, allowing the Company to exceed it ...

Pactiv Evergreen Inc. (NASDAQ:PTVE) Q3 2023 Earnings Call November 2, 2023 8:30 AM ET Company Participants Curt Worthington - Vice President, Investor Relations & Strategy Mike King - President and Chief Executive Officer Jon Baksht - Chief Financial Officer Conference Call Participants Ghansham Panjabi - Baird George Staphos - Bank of America Arun Viswanathan - RBC Capital Markets Anthony Pettinari - Citi Adam Samuelson - Goldman Sachs Operator Good day, and thank you for standing by. Welcome to the Pactiv ...

evergreen" November 2, 2023 This presentation contains forward-looking statements. All statements contained in this presentation other than statements of historical fact are forward-looking statements, including statements regarding our guidance as to our future financial and operational results. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," ...