- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
<Table>
(mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-15157
</Table>
PACTIV CORPORATION
(Exact name of registrant as specified in its charter)
<Table>
DELAWARE 36-2552989
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1900 WEST FIELD COURT
LAKE FOREST, ILLINOIS 60045
(Address of principal executive offices) (Zip Code)
</Table>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (847) 482-2000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date: Common stock, par value $0.01
per share: 137,980,797 as of July 31, 2006. (See Notes to Financial Statements.)
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TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statement of Income....................... 3
Condensed Consolidated Statement of Financial
Position.............................................. 4
Condensed Consolidated Statement of Cash Flows......... 5
Notes to Financial Statements.......................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 14
Item 3. Quantitative and Qualitative Disclosures About
Market Risk............................................ 21
Item 4. Controls and Procedures........................... 21
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings*................................ 22
Item 1A. Risk Factors..................................... 22
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds............................................... 22
Item 3. Defaults Upon Senior Securities*.................. 22
Item 4. Submission of Matters to a Vote of Security
Holders................................................ 22
Item 5. Other Information*................................ 23
Item 6. Exhibits.......................................... 23
</Table>
- ---------------
* No response to this item is included herein either because it is inapplicable
or there is nothing to report.
2
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
CONSOLIDATED STATEMENT OF INCOME
<Table>
<Caption>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- ---------------------------
2006 2005 2006 2005
(In millions, except share and per-share data) ------------ ------------ ------------ ------------
SALES.................................... $ 750 $ 707 $ 1,430 $ 1,320
COSTS AND EXPENSES
Cost of sales, excluding depreciation and
amortization........................ 511 525 993 988
Selling, general and administrative.... 77 66 143 123
Depreciation and amortization.......... 37 36 72 71
Other expense.......................... 1 3 2 3
Restructuring and other................ -- -- (1) 6
------------ ------------ ------------ ------------
626 630 1,209 1,191
OPERATING INCOME......................... 124 77 221 129
Interest income........................ (1) (1) (3) (1)
Interest expense, net of interest
capitalized......................... 18 20 36 40
Income-tax expense..................... 39 21 69 33
Share of income of joint ventures...... (1) -- (1) (1)
------------ ------------ ------------ ------------
INCOME FROM CONTINUING OPERATIONS........ 69 37 120 58
Loss from discontinued operations, net of
income taxes........................... -- (79) -- (78)
------------ ------------ ------------ ------------
NET INCOME (LOSS)........................ $ 69 $ (42) $ 120 $ (20)
------------ ------------ ------------ ------------
EARNINGS PER SHARE
Average number of shares of common stock
outstanding
Basic.................................. 139,927,613 149,329,245 141,005,348 149,124,670
Diluted................................ 141,436,816 151,208,648 142,493,649 151,175,843
Basic earnings (loss) per share of common
stock
Continuing operations.................. $ 0.50 $ 0.25 $ 0.85 $ 0.39
Discontinued operations................ -- (0.53) -- (0.52)
------------ ------------ ------------ ------------
Total.................................. $ 0.50 $ (0.28) $ 0.85 $ (0.13)
------------ ------------ ------------ ------------
Diluted earnings (loss) per share of common
stock
Continuing operations.................. $ 0.49 $ 0.24 $ 0.84 $ 0.38
Discontinued operations................ -- (0.52) -- (0.52)
------------ ------------ ------------ ------------
Total.................................. $ 0.49 $ (0.28) $ 0.84 $ (0.14)
------------ ------------ ------------ ------------
</Table>
The accompanying notes to the financial statements are an integral part of this
statement.
3
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
<Table>
<Caption>
JUNE 30, 2006 DECEMBER 31, 2005
(In millions, except share data) ---------------- --------------------
ASSETS
Current assets
Cash and temporary cash investments....................... $ 151 $ 172
Accounts and notes receivable
Trade, less allowances of $7 and $8 at the respective
dates................................................ 324 299
Other................................................... 7 20
------- -------
Total accounts and notes receivable..................... 331 319
------- -------
Inventories
Finished goods.......................................... 176 148
Work in process......................................... 49 41
Raw materials........................................... 62 61
Other materials and supplies............................ 39 39
------- -------
Total inventories....................................... 326 289
------- -------
Other..................................................... 42 40
------- -------
Total current assets...................................... 850 820
------- -------
Property, plant, and equipment, net......................... 1,112 1,141
------- -------
Other assets
Goodwill.................................................. 525 527
Intangible assets, net.................................... 255 260
Other..................................................... 68 72
------- -------
Total other assets........................................ 848 859
------- -------
TOTAL ASSETS................................................ $ 2,810 $ 2,820
------- -------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt, including current maturities of long-term
debt.................................................... $ 102 $ 3
Accounts payable.......................................... 165 179
Taxes accrued............................................. 31 32
Interest accrued.......................................... 8 8
Accrued promotions, rebates, and discounts................ 83 70
Accrued payroll and benefits.............................. 48 69
Other..................................................... 67 75
Liabilities from discontinued operations.................. 16 20
------- -------
Total current liabilities................................. 520 456
------- -------
Long-term debt.............................................. 771 869
------- -------
Deferred income taxes....................................... 121 104
------- -------
Pension and postretirement benefits......................... 506 525
------- -------
Other....................................................... 47 37
------- -------
Minority interest........................................... 9 9
------- -------
Shareholders' equity
Common stock (137,905,954 and 142,362,441 shares issued
and outstanding, after deducting 33,877,223 and
29,420,736 shares held in treasury, at the respective
dates).................................................. 2 2
Premium on common stock and other capital surplus......... 918 1,021
Accumulated other comprehensive income (loss)
Currency translation adjustment......................... 33 34
Additional minimum pension liability.................... (1,120) (1,120)
Retained earnings......................................... 1,003 883
------- -------
Total shareholders' equity................................ 836 820
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................. $ 2,810 $ 2,820
------- -------
</Table>
The accompanying notes to the financial statements are an integral part of this
statement
4
CONDENSED STATEMENT OF CASH FLOWS
<Table>
<Caption>
2006 2005
FOR THE SIX MONTHS ENDED JUNE 30 (In millions) ----- -----
OPERATING ACTIVITIES
Net income (loss)........................................... $ 120 $ (20)
Less loss from discontinued operations...................... -- 78
----- -----
Income from continuing operations........................... 120 58
Adjustments to reconcile income from continuing operations
to cash provided by continuing operations:
Depreciation and amortization............................. 72 71
Deferred income taxes..................................... 16 17
Restructuring and other................................... (1) --
Pension income............................................ (21) (27)
Noncash compensation income............................... 4 --
Net working capital....................................... (73) 23
Other..................................................... 6 (6)
----- -----
Cash provided by operating activities -- continuing
operations................................................ 123 136
Cash provided (used) by operating activities -- discontinued
operations................................................ (5) 28
----- -----
CASH PROVIDED BY OPERATING ACTIVITIES....................... 118 164
----- -----
INVESTING ACTIVITIES
Expenditures for property, plant, and
equipment -- continuing operations........................ (30) (61)
Net proceeds from sale of assets............................ 1 --
Acquisitions of businesses and assets....................... -- (98)
Other....................................................... 3 (1)
----- -----
Cash used by investing activities -- continuing
operations................................................ (26) (160)
Expenditures for property, plant, and
equipment -- discontinued operations...................... -- (14)
----- -----
CASH USED BY INVESTING ACTIVITIES........................... (26) (174)
----- -----
FINANCING ACTIVITIES
Issuance of common stock.................................... 21 11
Purchase of common stock.................................... (137) --
Retirement of long-term debt................................ (169)
Issuance of long-term debt.................................. -- 11
Other....................................................... -- 10
----- -----
CASH USED BY FINANCING ACTIVITIES -- CONTINUING
OPERATIONS................................................ (116) (137)
Effect of foreign exchange-rate changes on cash and
temporary cash investments................................ 3 (4)
----- -----
DECREASE IN CASH AND TEMPORARY CASH INVESTMENTS............. (21) (151)
Cash and temporary cash investments, January 1.............. 172 222
----- -----
CASH AND TEMPORARY CASH INVESTMENTS, JUNE 30................ $ 151 $ 71
----- -----
</Table>
The accompanying notes to the financial statements are an integral part of this
statement.
5
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The Consolidated Statement of Income for the three- and six-month period ended
June 30, 2006, and 2005, the Condensed Consolidated Statement of Financial
Position at June 30, 2006, and the Condensed Consolidated Statement of Cash
Flows for the six-month period ended June 30, 2006, and 2005, are unaudited. In
our opinion, the accompanying financial statements contain all normal recurring
adjustments necessary to present fairly the results of operations, financial
position, and cash flows for the periods and at the date indicated. These
statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC). They do not include all of the
information and footnotes required by generally accepted accounting principles.
Accordingly, these statements should be read in conjunction with Pactiv's Form
10-K for the year ended December 31, 2005, which may be found at www.pactiv.com,
under the Investor Relations link in the subsection entitled "SEC Filings", or a
free copy may be obtained by contacting Investor Relations at (866) 456-5439.
Certain reclassifications have been made to the prior-year financial information
to conform with current-year presentation.
We have three reporting segments: Consumer Products, Foodservice/Food Packaging,
and Other.
- Consumer Products manufactures disposable plastic, foam, molded-fiber,
pressed-paperboard, and aluminum packaging products and sells them to
customers such as grocery stores, mass merchandisers, and discount
chains. Products include waste bags, food-storage bags, and disposable
tableware and cookware. We sell many of our consumer products under
well-known trademarks, such as Hefty(R).
- Foodservice/Food Packaging manufactures foam, clear plastic, aluminum,
pressed-paperboard, and molded-fiber packaging products and sells them to
customers in the food-distribution channel, who prepare and process food
for consumption. Customers include foodservice distributors, restaurants
and other institutional foodservice outlets, food processors, and grocery
chains.
- Other relates to corporate and administrative-service operations and
retiree-benefit income and expense.
The accounting policies of the reporting segments are the same as those for
Pactiv as a whole. Where discrete financial information is not available by
segment, reasonable allocations of expenses and assets/liabilities are used.
NOTE 2. SUMMARY OF ACCOUNTING POLICIES
For a complete discussion of our accounting policies, refer to Pactiv's most
recent filing on Form 10-K.
STOCK-BASED COMPENSATION
In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 123(R) "Share-Based
Payments", which requires that the fair value of all share-based payments to
employees, including stock options, be recognized in financial statements. SFAS
No. 123(R) superceded Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees," which required that the
intrinsic-value method be used in determining compensation expense for
share-based payments to employees. Under SFAS No. 123(R), employee-compensation
expense is based on the grant-date fair value of awards, and is recognized in
the Statement of Income over the period that recipients of awards are required
to provide related service (normally the vesting period).
Effective January 1, 2006, we adopted the fair-value method of accounting for
employee stock-compensation costs as outlined in SFAS No. 123(R). Prior to that
date, we used the intrinsic-value method in accordance with requirements of APB
Opinion No. 25. The following table shows the effects on net income and earnings
per share had the fair-value method been used in determining stock-based
compensation costs in the three-and six-month period ended June 30, 2005.
6
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2005 JUNE 30, 2005
(In millions, except per-share data) ------------------ ----------------
Net income.................................................. $ (42) $ (20)
After-tax adjustment of stock-based compensation costs
Intrinsic-value method.................................... -- 1
Fair-value method......................................... (3) (6)
------ ------
Pro forma................................................... $ (45) $ (25)
------ ------
EARNINGS PER SHARE
Basic
As reported................................................. $(0.28) $(0.13)
Adjustment of stock-based compensation costs
Intrinsic-value method.................................... -- 0.01
Fair-value method......................................... (0.02) (0.04)
------ ------
Pro forma................................................... $(0.30) $(0.16)
------ ------
Diluted
As reported................................................. $(0.28) $(0.14)
Adjustment of stock-based compensation costs
Intrinsic-value method.................................... -- 0.01
Fair-value method......................................... (0.02) (0.04)
------ ------
Pro forma................................................... $(0.30) $(0.17)
------ ------
</Table>
Effective November 28, 2005, our board of directors replaced stock options with
performance shares under our long-term compensation program. As part of this
change, the board accelerated the vesting of all unvested stock options as of
that date. Accelerating the vesting of options will give rise to a reduction in
compensation costs going forward, compared with what would have been the case if
we had commenced the expensing of these options in 2006.
ACCOUNTS AND NOTES RECEIVABLE
On a recurring basis, we sell an undivided interest in a pool of trade
receivables meeting certain criteria to a third party as an alternative to debt
financing. Such sales, which represent a form of off-balance-sheet financing,
are recorded as a reduction of accounts and notes receivable in the Statement of
Financial Position. Related proceeds are included in cash provided by operating
activities in the Statement of Cash Flows. No receivables were sold at June 30,
2006, while amounts totaling $95 million were sold at June 30, 2005. Discounts
and fees related to these sales were $1 million for the three-and six-month
period ended June 30, 2005, and were immaterial for the same periods in 2006.
These expenses are included in "other expense" in the Statement of Income. In
the event that either Pactiv or the third-party purchaser of the trade
receivables were to discontinue this program, our debt would increase, or our
cash balance would decrease, by an amount corresponding to the level of sold
receivables at such time.
CHANGES IN ACCOUNTING PRINCIPLES
We adopted SFAS No. 123(R) using the modified prospective method as of January
1, 2006. The impact if SFAS No. 123(R) had been adopted in prior periods is
shown under the "Stock Based Compensation" section of this note. The one-time
cumulative adjustment recorded in connection with adopting SFAS No. 123(R) was
immaterial for the first six months of 2006.
We elected to use the simplified method in calculating our additional paid-in
capital pool upon adoption of SFAS No. 123(R), as described in FASB Staff
Position No. FAS 123(R) -- 3, "Transition Election Related to Accounting for the
Tax Effects of Share-Based Payment Awards."
7
SFAS No. 123(R) requires that tax deductions for compensation costs in excess of
amounts recognized for accounting purposes be reported as cash flow from
financing activities, rather than as cash flow from operating activities. Such
"excess" amounts totaled $2 million for the six months ended June 30, 2006. Tax
deductions for compensation costs did not exceed amounts recognized for book
purposes for the six months ended June 30, 2005.
In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, "Accounting for
Uncertainty in Income Taxes," which clarifies the application of SFAS No. 109,
"Accounting for Income Taxes." FIN No. 48 establishes a threshold condition that
a tax position must meet for any part of the benefit of that position to be
recognized in the financial statements. In addition, FIN No. 48 provides
guidance regarding measurement, derecognition, classification, and disclosure of
tax positions. FIN No. 48 is effective for fiscal years beginning after December
15, 2006, with earlier adoption permitted. We are currently reviewing FIN No. 48
and evaluating its potential impact on our financial statements.
NOTE 3. RESTRUCTURING AND OTHER
In the first quarter of 2004, we announced a restructuring program to reduce
manufacturing capacity and overhead costs and to reinvest a portion of the
related savings in strategic growth initiatives. The total cost of the
restructuring program, the majority of which was executed in the second quarter
of 2004, was $84 million; $54 million after tax, or $0.35 per share, which is
summarized below.
<Table>
<Caption>
EMPLOYEE
SEVERANCE ASSET WRITE-OFFS OTHER* TOTAL
(In millions) --------- ---------------- ------ -----
CUMULATIVE RESTRUCTURING COSTS AT JUNE 30, 2006
Consumer Products.................................... $ 5 $-- $-- $ 5
Foodservice/Food Packaging........................... 10 31 35 76
Other................................................ -- -- 3 3
--- --- --- ---
TOTAL.................................................. $15 $31 $38 $84
--- --- --- ---
ACCRUED RESTRUCTURING BALANCE AT MARCH 31, 2006........ $-- $-- $ 1 $ 1
Additions/adjustments to the account
Foodservice/Food Packaging........................... -- -- -- --
--- --- --- ---
ACCRUED RESTRUCTURING BALANCE AT JUNE 30, 2006......... $-- $-- $ 1 $ 1
--- --- --- ---
</Table>
- ---------------
* Principally asset-removal costs.
Amounts recorded in 2006 and 2005 related to this program were as follows:
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
------------ ------------
2006 2005 2006 2005
(In millions, except per-share data) ---- ---- ---- -----
Restructuring charges (credits)............................. $-- $-- $(1) $ 6
After-tax restructuring charges (credits)................... -- -- -- 4
After-tax restructuring charges (credits) per share......... -- -- -- 0.02
After-tax restructuring cash payments....................... -- -- -- 4
</Table>
No further charges related to this program are anticipated.
NOTE 4. DISCONTINUED OPERATIONS
On October 12, 2005, we completed the sale of most of our protective- and
flexible-packaging businesses to Pregis Corporation for $523 million. These
businesses are reported in our financial statements as discontinued operations.
8
For the three months and six months ended June 30, 2005, sales from discontinued
operations were $224 million and $443 million, respectively. The loss from
discontinued operations before taxes for the same periods was $55 million and
$53 million, respectively. No income from discontinued operations was recorded
in the three months or six months ended June 30, 2006.
Liabilities related to discontinued operations totaled $16 million at June 30,
2006, and $20 million at December 31, 2005, and included obligations related to
income taxes, certain royalty payments, and the costs of closing a facility in
Europe.
NOTE 5. GOODWILL AND INTANGIBLE ASSETS
Changes in the carrying value of goodwill for the six months ended June 30,
2006, are shown in the following table.
<Table>
<Caption>
CONSUMER FOODSERVICE/
PRODUCTS FOOD PACKAGING TOTAL
(In millions) -------- -------------- -----
Balance, December 31, 2005.................................. $136 $391 527
Goodwill adjustment -- prior acquisition.................... -- (1) (1)
Foreign-currency translation adjustment..................... -- (1) (1)
---- ---- ---
Balance, June 30, 2006...................................... $136 $389 525
---- ---- ---
</Table>
Intangible assets are summarized in the following table.
<Table>
<Caption>
JUNE 30, 2006 DECEMBER 31, 2005
----------------------------- -----------------------------
ACCUMULATED ACCUMULATED
CARRYING VALUE AMORTIZATION CARRYING VALUE AMORTIZATION
(In millions) -------------- ------------ -------------- ------------
Intangible assets subject to amortization
Patents................................. $ 85 $ 55 $ 85 $ 52
Other................................... 159 63 157 59
---- ---- ---- ----
244 118 242 111
Intangible assets not subject to
amortization (primarily trademarks)..... 129 -- 129 --
---- ---- ---- ----
Total intangible assets................... $373 $118 $371 $111
---- ---- ---- ----
</Table>
Amortization expense for intangible assets was $7 million for the six months
ended June 30, 2006, and June 30, 2005. Amortization expense is estimated to
total $14 million, $14 million, $14 million, $13 million, and $12 million for
2006, 2007, 2008, 2009, and 2010, respectively.
NOTE 6. PROPERTY, PLANT, AND EQUIPMENT, NET
<Table>
<Caption>
JUNE 30, 2006 DECEMBER 31, 2005
(In millions) ---------------- --------------------
Original cost
Land, buildings, and improvements......................... $ 640 $ 636
Machinery and equipment................................... 1,486 1,454
Other, including construction in progress................. 75 94
------- -------
2,201 2,184
Less accumulated depreciation and amortization.............. (1,089) (1,043)
------- -------
Net property, plant, and equipment.......................... $ 1,112 $ 1,141
------- -------
</Table>
Capitalized interest was $1 million for the six months ended June 30, 2006, and
$2 million for the six months ended June 30, 2005.
9
NOTE 7. COMMON STOCK
EARNINGS PER SHARE
Earnings from continuing operations per share of common stock outstanding was
computed as follows:
<Table>
<Caption>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- ---------------------------
2006 2005 2006 2005
(In millions, except share and per-share data) ------------ ------------ ------------ ------------
BASIC EARNINGS PER SHARE
Income from continuing operations...... $ 69 $ 37 $ 120 $ 58
------------ ------------ ------------ ------------
Average number of shares of common stock
outstanding......................... 139,927,613 149,329,245 141,005,348 149,124,670
------------ ------------ ------------ ------------
Basic earnings from continuing operations
per share........................... $ 0.50 $ 0.25 $ 0.85 $ 0.39
------------ ------------ ------------ ------------
DILUTED EARNINGS PER SHARE
Income from continuing operations...... $ 69 $ 37 $ 120 $ 58
------------ ------------ ------------ ------------
Average number of shares of common stock
outstanding......................... 139,927,613 149,329,245 141,005,348 149,124,670
Effect of dilutive securities
Stock options....................... 1,405,066 1,575,086 1,384,164 1,693,774
Performance shares.................. 104,137 304,317 104,137 357,399
------------ ------------ ------------ ------------
Average number of shares of common stock
outstanding including dilutive shares... 141,436,816 151,208,648 142,493,649 151,175,843
------------ ------------ ------------ ------------
Diluted earnings from continuing operations
per share........................... $ 0.49 $ 0.24 $ 0.84 $ 0.38
------------ ------------ ------------ ------------
</Table>
In the first six months of 2006, we acquired 5,711,600 shares of our common
stock at an average price of $23.97 per share, representing a total outlay of
$137 million. In the first six months of 2005, we did not repurchase any of our
common stock.
GRANTOR TRUST
In November 1999, we established a grantor trust and reserved 3,200,000 shares
of Pactiv common stock for the trust. These shares were issued to the trust in
January 2000. This so-called "rabbi trust" is designed to assure the payment of
deferred compensation and supplemental pension benefits. These shares are not
considered outstanding for purposes of financial reporting.
NOTE 8. SEGMENT INFORMATION
We report the results of our segments in accordance with SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information." We have
three segments: Consumer Products, Foodservice/Food Packaging, and Other. See
Note 1 for additional details.
10
The following table sets forth certain segment information.
<Table>
<Caption>
CONSUMER FOODSERVICE/FOOD
PRODUCTS PACKAGING OTHER TOTAL
(In millions) -------- ---------------- ----- ------
FOR THE THREE MONTHS ENDED JUNE 30, 2006
Sales to external customers........................ $ 277 $ 473 $-- $ 750
Operating income................................... 57 70 (3)(a) 124
FOR THE THREE MONTHS ENDED JUNE 30, 2005
Sales to external customers........................ 251 456 -- 707
Operating income................................... 30 45 2(a) 77
AT JUNE 30, 2006 AND FOR THE SIX MONTHS THEN ENDED
Sales to external customers........................ 519 911 -- 1,430
Operating income................................... 99 127(b) (5)(a) 221
Total assets....................................... 1,040 1,527 243 2,810
AT JUNE 30, 2005 AND FOR THE SIX MONTHS THEN ENDED
Sales to external customers........................ 465 855 -- 1,320
Operating income................................... 50(c) 73(b) 6(a) 129
Total assets....................................... 1,061 1,441 867(d) 3,369
</Table>
- ---------------
(a) Includes pension-plan income and unallocated corporate expenses.
(b) Includes restructuring and other charges (credits) of $(1) million for the
six months ended June 30, 2006, and $5 million for the six months ended
June 30, 2005.
(c) Includes restructuring and other charges of $1 million for the six months
ended June 30, 2005.
(d) Includes administrative-service operations and assets from discontinued
operations of $656 million.
NOTE 9. COMPREHENSIVE INCOME (LOSS)
Details of total comprehensive income (loss) were as follows:
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
--------------- ----------------
2006 2005 2006 2005
(In millions) -------- ---- -------- -----
Net income (loss)........................................... $69 $(42) $120 $ (20)
Other comprehensive income
Additional minimum pension liability, net of tax of $43
million................................................ -- -- -- (72)
Net currency-translation gains (losses)................... 1 (23) (1) (44)
Other..................................................... -- -- -- 1
--- ---- ---- -----
Total comprehensive income (loss)........................... $70 $(65) $119 $(135)
--- ---- ---- -----
</Table>
11
NOTE 10. PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS
The impact of pension plans on pretax income from continuing operations was as
follows:
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
------------- -------------
2006 2005 2006 2005
(In millions) ----- ----- ----- -----
Components of net periodic benefit income (expense)
Service cost of benefits earned........................... (4) (4) (9) (9)
Interest cost on benefit obligations...................... (57) (58) (114) (116)
Expected return on plan assets............................ 86 86 172 172
Amortization of:
Unrecognized actuarial losses.......................... (13) (9) (26) (18)
Unrecognized prior-service cost........................ (1) (1) (1) (2)
FAS No. 88 expense........................................ (1) -- (1) --
---- ---- ----- -----
Total net periodic benefit income........................... $ 10 $ 14 $ 21 $ 27
---- ---- ----- -----
</Table>
We have post-retirement health-care and life-insurance plans that cover certain
of our salaried and hourly employees who retire in accordance with the
provisions of these plans. Benefits may be subject to deductibles, co-payments,
and other limitations. Post-retirement plans are not funded. We reserve the
right to change post-retirement plans.
NOTE 11. CONTINGENCIES
In November 2004, a law firm purporting to represent more than 1,400 potential
plaintiffs, who allegedly experienced various personal injuries and property
damages as a result of the alleged release of chemical substances from a
wood-treatment facility in Lockhart, Alabama, during the period from 1963 to
1998, notified us that it believes we are at least partially responsible for
some of such alleged injuries and damages. A predecessor of Pactiv owned the
facility from 1978 to 1983. The letter was addressed to Pactiv and Louisiana-
Pacific Corporation, the current owner of the facility, to whom a predecessor of
Pactiv sold the facility in 1983. As of the date of this report, 12 lawsuits,
covering several hundred plaintiffs, have been filed in state and federal court
in Alabama, seeking unspecified damages. We are not currently able to quantify
our financial exposure, if any, relating to this matter. We intend to defend
these lawsuits vigorously and any other lawsuits that may be commenced against
us by the potential plaintiffs.
In March 2005, we filed a declaratory-judgment action in the United States
District Court, Eastern District of Michigan, related to a superfund site in
Filer City, Michigan. The final clean-up remedy for the site was pursuant to a
U.S. Environmental Protection Agency (EPA) Record of Decision and Administrative
Order in 1993, in which the EPA expressly determined that conditions at the site
posed no current or potentially unacceptable risk to human health or the
environment. We contend that, because of the federal EPA action in 1993, the
Michigan Department of Environmental Quality is precluded from demanding that
Pactiv undertake additional investigative and remedial work at the site. While
we cannot predict the outcome of this proceeding, based on our assessment of the
facts and circumstances now known, we do not believe it will have a material
effect on our financial position.
We are party to other legal proceedings arising from our operations. We
establish reserves for claims and proceedings when it is probable that
liabilities exist and where reasonable estimates of such liabilities can be
made. While it is not possible to predict the outcome of any of these matters,
based on our assessment of the facts and circumstances now known, we do not
believe that any of these matters, individually or in the aggregate, will have a
material adverse effect on our financial position. However, actual outcomes may
be different from those expected and could have a material effect on our results
of operations or cash flows in a particular period.
12
ENVIRONMENTAL MATTERS
We are subject to a variety of environmental and pollution-control laws and
regulations. From time to time, we identify costs or liabilities arising from
compliance with environmental laws and regulations. When related liabilities are
probable and can be reasonably estimated, we establish appropriate reserves.
Estimated liabilities may change as additional information becomes available. We
appropriately adjust our reserves as new information on possible clean-up costs,
expense and effectiveness of alternative clean-up methods, and other potential
liabilities is received. We do not expect that any additional liabilities
recorded as a result of the availability of new information will have a material
adverse effect on our financial position. However, such costs could have a
material effect on our results of operations or cash flows in a particular
period.
NOTE 12. SUBSEQUENT EVENTS
On July 13, 2006, our board of directors increased our share-repurchase
authorization by 10 million shares. This new authorization, along with shares
remaining under prior authorizations, brought the total shares available for
repurchase to 12.1 million as of that date.
The preceding notes are an integral part of the foregoing financial statements.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
BASIS OF PRESENTATION
Financial statements for all periods presented in this report have been prepared
on a consolidated basis in accordance with generally accepted accounting
principles consistently applied. All per-share information is presented on a
diluted basis unless otherwise noted. Certain reclassifications have been made
to the prior-year financial information to conform with current-year
presentation.
We have three reporting segments: Consumer Products, Foodservice/Food Packaging,
and Other.
- Consumer Products manufactures disposable plastic, foam, molded-fiber,
pressed-paperboard, and aluminum packaging products and sells them to
customers such as grocery stores, mass merchandisers, and discount
chains. Products include waste bags, food-storage bags, and disposable
tableware and cookware. We sell many of our consumer products under
well-known trademarks, such as Hefty(R).
- Foodservice/Food Packaging manufactures foam, clear plastic, aluminum,
pressed-paperboard, and molded-fiber packaging products and sells them to
customers in the food-distribution channel who prepare and process food
for consumption. Customers include foodservice distributors, restaurants
and other institutional foodservice outlets, food processors, and grocery
chains.
- Other relates to corporate and administrative-service operations and
retiree-benefit income and expense.
The accounting policies of the reporting segments are the same as those for
Pactiv as a whole. Where discrete financial information is not available by
segment, reasonable allocations of expenses and assets/liabilities are used.
RESTRUCTURING AND OTHER
In the first quarter of 2004, we announced a restructuring program to reduce
manufacturing capacity and overhead costs and to reinvest a portion of the
related savings in strategic growth initiatives. The total cost of the
restructuring program, the majority of which was executed in the second quarter
of 2004, was $84 million; $54 million after tax, or $0.35 per share, which is
summarized below.
<Table>
<Caption>
EMPLOYEE ASSET
SEVERANCE WRITE-OFFS OTHER* TOTAL
(In millions) --------- ---------- ------ -----
CUMULATIVE RESTRUCTURING COSTS AT JUNE 30, 2006
Consumer Products........................................ $ 5 $-- $-- $ 5
Foodservice/Food Packaging............................... 10 31 35 76
Other.................................................... -- -- 3 3
--- --- --- ---
TOTAL...................................................... $15 $31 $38 $84
--- --- --- ---
ACCRUED RESTRUCTURING BALANCE AT MARCH 31, 2006............ $-- $-- $ 1 $ 1
Additions/adjustments to the account
Foodservice/Food Packaging............................... -- -- -- --
--- --- --- ---
ACCRUED RESTRUCTURING BALANCE AT JUNE 30, 2006............. $-- $-- $ 1 $ 1
--- --- --- ---
</Table>
- ---------------
* Principally asset-removal costs.
14
Amounts recorded in 2006 and 2005 related to this program were as follows:
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
---------------- -----------------
2006 2005 2006 2005
(In millions, except per-share data) ---- ---- ---- -----
Restructuring charges (credits)......................... $-- $-- $ (1) $ 6
After-tax restructuring charges (credits)............... -- -- -- 4
After-tax restructuring charges (credits) per share..... -- -- -- 0.02
After-tax restructuring cash payments................... -- -- -- 4
</Table>
No further charges related to this program are anticipated.
THREE MONTHS ENDED JUNE 30, 2006, COMPARED WITH THREE MONTHS ENDED JUNE 30, 2005
RESULTS OF CONTINUING OPERATIONS
Significant Trends
The principal raw materials used to manufacture our products are plastic resins,
principally polystyrene and polyethylene. Average industry prices for
polystyrene were approximately 7% lower in the second quarter of 2006 than in
the same period of 2005, driven principally by softer market demand and lower
benzene prices. Lower resin costs helped improve the spread (the difference
between selling prices and raw-material costs) on our polystyrene-based products
in the second quarter of 2006. Average industry prices for polyethylene rose
approximately 16% in the second quarter of 2006, compared with the same period
in 2005, fueled by greater demand and higher natural-gas and ethane prices. Over
the past three years, we were able to raise selling prices in many areas of our
business to mitigate the effect of resin cost increases.
Raw-material costs were lower on average in the second quarter, compared with
the first quarter. However, we exited the quarter at a higher cost level. As oil
prices remain near their historic highs, resin costs will likely continue to be
a source of uncertainty for us in the near-term. Resin suppliers have announced
price increases effective in the third quarter of 2006. At this time, it is not
clear whether these price increases will be implemented as announced. We
continue to closely monitor the resin marketplace in order to respond quickly to
any raw-material cost increases.
Our business is sensitive to other energy-related cost movements, particularly
those that affect transportation, logistics, and utility costs. Historically, we
have been able to mitigate the effect of higher energy-related costs with
productivity improvements and other cost reductions. However, if energy-related
costs increase significantly in the future, we may not be able to fully offset
such increases with productivity gains.
New consumer product lines launched in 2005 included Hefty(R) Serve 'n Store(R)
tableware, Hefty(R) Easy Grip(TM) cups, and Hefty(R) EZ Ovenware(TM) Casserole
Pans. In the second quarter of 2006, we continued to benefit from better
operating efficiencies and lower new-product launch costs in our Consumer
Products segment. For full year 2006, we expect the negative impact on income
from the launch of new products to be about one-half of what it was in 2005.
Sales
<Table>
<Caption>
THREE MONTHS ENDED INCREASE
JUNE 30, (DECREASE)
------------------ ----------------
2006 2005 AMOUNT PERCENT
(In millions) ------ ------ ------ -------
Consumer Products.......................................... $277 $251 $26 10%
Foodservice/Food Packaging................................. 473 456 17 4
---- ---- ---
Total...................................................... $750 $707 $43 6%
---- ---- ---
</Table>
Sales increased 6% on the strength of previous pricing actions, while overall
volume was flat.
15
Increased Consumer Products sales reflected 9% pricing gains and 1% volume
growth. New distribution and strong promotions gave rise to an increase in
food-storage bag shipments, and a rebound in sales of Hefty(R) foam products led
to growth in tableware. Waste bags also posted a slight volume increase.
Sales growth in the Foodservice/Food Packaging business was driven by pricing
gains. Volume declined slightly driven by sluggish market conditions, our
decision to prune certain lower-margin product lines, and the impact of a major
fast-food chain's decision to discontinue a menu item that used packaging
sourced solely from Pactiv.
Operating Income
<Table>
<Caption>
THREE MONTHS ENDED INCREASE
JUNE 30, (DECREASE)
------------------ ----------------
2006 2005 AMOUNT PERCENT
(In millions) ----- ----- ------ -------
Consumer Products......................................... $ 57 $30 $27 90%
Foodservice/Food Packaging................................ 70 45 25 56
Other..................................................... (3) 2 (5) (250)
---- --- ---
Total..................................................... $124 $77 $47 61%
---- --- ---
</Table>
Total operating income increased significantly driven primarily by higher
selling prices, manufacturing and logistics productivity gains, and lower
product-launch costs, offset partially by higher selling, general, and
administrative (SG&A) costs.
Operating income for the Consumer Products business nearly doubled compared with
2005. The increase was driven principally by higher selling prices and lower
product-launch costs, offset partially by higher advertising and promotion
costs.
Operating income for the Foodservice/Food Packaging business increased
significantly from the prior year, reflecting higher selling prices and lower
operating costs.
Operating income for the Other segment decreased from 2005, principally because
of higher compensation-related expenses and lower noncash pension income.
Income from Continuing Operations
We recorded income from continuing operations of $69 million, or $0.49 per
share, in the second quarter of 2006, compared with $37 million, or $0.24 per
share, in 2005.
SIX MONTHS ENDED JUNE 30, 2006, COMPARED WITH SIX MONTHS ENDED JUNE 30, 2005
Sales
<Table>
<Caption>
SIX MONTHS ENDED INCREASE
JUNE 30, (DECREASE)
------------------ ----------------
2006 2005 AMOUNT PERCENT
(In millions) ------ ------ ------ -------
Consumer Products....................................... $ 519 $ 465 $ 54 12%
Foodservice/Food Packaging.............................. 911 855 56 7
------ ------ ----
Total................................................... $1,430 $1,320 $110 8%
------ ------ ----
</Table>
Sales increased on the strength of previous pricing actions and higher volume
from acquisitions. Excluding the positive impact of acquisitions ($16 million),
sales grew 7%.
Sales growth in the Consumer Products business reflected 10% pricing gains and
2% volume growth. Volume growth was led by gains in food-storage bags and
tableware, offset partially by a small decline in waste bags.
Foodservice/Food Packaging sales growth was driven by pricing gains of 5% and
acquisition related growth of 2%. Organic volume for the period was relatively
flat, primarily reflecting sluggish market conditions, our
16
decision in 2005 to eliminate certain low-margin business, and the effect of a
major fast-food chain's decision to discontinue a menu item that used packaging
sourced solely from Pactiv.
Operating Income
<Table>
<Caption>
SIX MONTHS
ENDED INCREASE
JUNE 30, (DECREASE)
-------------- -------------------
2006 2005 AMOUNT PERCENT
(In millions) ---- ---- ------ -------
Consumer Products.................................... $ 99 $ 50 $49 98%
Foodservice/Food Packaging........................... 127 73 54 74
Other................................................ (5) 6 (11) (183)
---- ---- ---
Total................................................ $221 $129 $92 71%
---- ---- ---
</Table>
Total operating income improved significantly from 2005, driven by higher
selling prices and lower new-product launch costs, offset, in part, by higher
SG&A costs. Total operating income included a credit of $1 million in 2006 and a
charge of $6 million in 2005 for restructuring.
Operating income for the Consumer Products business nearly doubled compared with
2005. The increase was due primarily to higher selling prices and lower
new-product launch costs, offset, in part, by slightly higher advertising and
promotion costs.
Operating income for the Foodservice/Food Packaging business increased
significantly from 2005. The increase primarily reflected higher selling prices,
benefits accruing from our efforts to increase sales of higher-margin products,
and operating-cost improvements resulting from our lean-manufacturing programs.
Operating income included a credit of $1 million in 2006 and a charge of $5
million in 2005 for restructuring.
Operating income for the Other segment decreased from 2005, principally because
of higher compensation-related expenses and lower noncash pension income.
Income from Continuing Operations
We recorded income from continuing operations of $120 million, or $0.84 per
share, for the six months ended June 30, 2006, compared with $58 million, or
$0.38 per share, in 2005.
LIQUIDITY AND CAPITAL RESOURCES
Capitalization
<Table>
<Caption>
JUNE 30, DECEMBER 31, INCREASE
2006 2005 (DECREASE)
(In millions) ----------- --------------- ----------
Short-term debt, including current maturities of long-term
debt...................................................... $ 102 $ 3 $ 99
Long-term debt.............................................. 771 869 (98)
------ ------ -----
Total debt.................................................. 873 872 1
Minority interest........................................... 9 9 --
Shareholders' equity........................................ 836 820 16
------ ------ -----
Total capitalization........................................ $1,718 $1,701 $ 17
------ ------ -----
Ratio of total debt to total capitalization................. 50.8% 51.3% -0.5%
</Table>
17
Shareholders' equity increased $16 million from December 31, 2005, as detailed
below.
<Table>
<Caption>
(In millions)
Shareholders' equity at December 31, 2005................... $820
Increase (decrease)
Unfavorable foreign-currency translation adjustments...... (1)
Stock repurchases......................................... (137)
Net income................................................ 120
Issuance of common stock in connection with the
administration of employee-benefit plans(a)............ 34
----
Shareholders' equity at June 30, 2006....................... $836
----
</Table>
- ---------------
(a)Includes $12 million of accrued compensation expense related to
performance-share awards.
Cash Flows
<Table>
<Caption>
SIX MONTHS
ENDED
JUNE 30,
----------- INCREASE
2006 2005 (DECREASE)
(In millions) ---- ---- ----------
Cash provided (used) by:
Operating activities...................................... $118 $164 $(46)
Investing activities...................................... (26) (174) 148
Financing activities...................................... (116) (137) 21
</Table>
The decrease in cash provided by operating activities resulted primarily from
the reduced usage of our accounts receivable securitization program (See Note
2), offset partially by the increase in net income.
Cash used by investing activities was $26 million in 2006, primarily
representing capital expenditures, compared with $174 million in 2005, which
included $98 million related to the Newspring acquisition and $75 million for
capital expenditures.
Cash used by financing activities was $116 million in 2006, reflecting the
repurchase of company stock ($137 million), offset by the issuance of company
stock ($21 million) in connection with the administration of employee-benefit
plans. Cash used by financing activities was $137 million in 2005, reflecting
repayment of the company's synthetic-lease facility balance ($169 million),
offset partially by the issuance of company stock ($11 million) in connection
with the administration of employee-benefits plans, an increase in revolving-
credit borrowings ($11 million), and future amounts due in connection with the
acquisition of Newspring ($11 million).
Capital Commitments
Commitments for authorized capital expenditures totaled approximately $48
million at June 30, 2006. It is anticipated that the majority of these
expenditures will be funded over the remainder of the year from existing cash
and short-term investments and internally generated cash.
Contractual Obligations
There has been no material change in the company's aggregate contractual
obligations since the end of 2005.
Liquidity and Off-Balance-Sheet Financing
We use various sources of funding to manage liquidity. Sources of liquidity
include cash flow from operations and a 5-year revolving-credit facility. On
April 19, 2006, we finalized an agreement to increase our revolving-credit
facility from $600 to $750 million. No amounts were outstanding at June 30,
2006. We were in full compliance with financial and other covenants of the
revolving-credit agreement at the end of the second
18
quarter of 2006. We also use an asset-securitization program as
off-balance-sheet financing. No amounts were securitized under this program at
June 30, 2006, or December 31, 2005.
We have pension plans that cover substantially all of our employees. Funding of
the qualified U.S. plan is determined by the Employee Retirement Income Security
Act. Based on long-term projections and regulations in existence at June 30,
2006, we do not expect to be required to contribute cash to this plan through at
least 2014.
We believe that cash flow from operations, available cash reserves, and the
ability to obtain cash under our credit facilities and asset-securitization
program will be sufficient to meet current and future liquidity and capital
requirements.
CHANGES IN ACCOUNTING PRINCIPLES
In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 123(R) "Share-Based
Payments," which requires that the fair value of all share-based payments to
employees, including stock options, be recognized in financial statements. SFAS
No. 123(R) superceded Accounting Principles Board (APB) Opinion No. 25
"Accounting for Stock Issued to Employees," which required that the
intrinsic-value method be used in determining compensation expense for
share-based payments to employees. Under SFAS No. 123(R), employee-compensation
expense is based on the grant-date fair value of awards, and is recognized in
the Statement of Income over the period that recipients of awards are required
to provide related service (normally the vesting period).
We adopted SFAS No. 123(R) using the modified prospective method as of January
1, 2006. The impact if SFAS No. 123(R) had been adopted in prior periods is
shown under the "Stock Based Compensation" section of Note 2. The one-time
cumulative adjustment recorded in connection with adopting SFAS No. 123(R) was
immaterial for the first six months of 2006.
We elected to use the simplified method in calculating our additional paid-in
capital pool upon adoption of SFAS No. 123(R), as described in FASB Staff
Position No. FAS 123(R) -- 3, "Transition Election Related to Accounting for the
Tax Effects of Share-Based Payment Awards."
SFAS No. 123(R) requires that tax deductions for compensation costs in excess of
amounts recognized for accounting purposes be reported as cash flow from
financing activities, rather than as cash flow from operating activities. Such
"excess" amounts totaled $2 million for the six months ended June 30, 2006. Tax
deductions for compensation costs did not exceed amounts recognized for book
purposes for the six months ended June 30, 2005.
In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, "Accounting for
Uncertainty in Income Taxes," which clarifies the application of SFAS No. 109,
"Accounting for Income Taxes." FIN No. 48 establishes a threshold condition that
a tax position must meet for any part of the benefit of that position to be
recognized in the financial statements. In addition, FIN No. 48 provides
guidance regarding measurement, derecognition, classification, and disclosure of
tax positions. FIN No. 48 is effective for fiscal years beginning after December
15, 2006, with earlier adoption permitted. We are currently reviewing FIN No. 48
and evaluating its potential impact on our financial statements.
CRITICAL ACCOUNTING POLICIES
For a complete discussion of the company's critical accounting policies, refer
to Pactiv's most recent filing on Form 10-K.
19
CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements included in this Quarterly Report on Form 10-Q, including
statements in the "Management's Discussion and Analysis of Financial Condition
and Results of Operations" section and in the notes to the financial statements,
are "forward-looking statements." All statements other than statements of
historical fact, including statements regarding prospects and future results,
are forward-looking. These forward-looking statements generally can be
identified by the use of terms and phrases such as "will", "believe",
"anticipate", "may", "might", "could", "expect", "estimated", "projects",
"intends", "foreseeable future", and similar terms and phrases. These
forward-looking statements are not based on historical facts, but rather on our
current expectations or projections about future events. Accordingly, these
forward-looking statements are subject to known and unknown risks and
uncertainties. While we believe that the assumptions underlying these
forward-looking statements are reasonable and make the statements in good faith,
actual results almost always vary from expected results, and the differences
could be material.
See "Risk Factors" section (Item 1A) in our most recently filed Securities and
Exchange Commission (SEC) Form 10-K and Part II (Item 1A) of this report for
some of the factors that we believe could cause our actual results to differ
materially from future results expressed or implied by these forward-looking
statements. These factors include the following:
- Changes in consumer demand and selling prices for our products, including
new products that our competitors or we may introduce that could impact
sales and margins.
- Material substitutions and changes in costs of raw materials, including
plastic resins, labor, utilities, or transportation that could impact our
expenses and margins.
- Changes in laws or governmental actions, including changes in regulations
such as those relating to air emissions or plastics generally.
- The availability or cost of capital could impact growth or acquisition
opportunities.
- Workforce factors such as strikes or other labor interruptions.
- The general economic, political, and competitive conditions in countries
in which we operate, including currency fluctuations and other risks
associated with operating outside of the U. S.
- Changes in (1) assumptions regarding the long-term rate of return on
pension assets and other factors, (2) the discount rate, and (3) the
level of amortization of actuarial gains and losses.
- Proposed changes in U.S. and/or foreign governmental regulations relating
to pension-plan funding.
- Changes enacted by the SEC, the Financial Accounting Standards Board, or
other regulatory or accounting bodies. See "Changes in Accounting
Principles."
- Competition from producers located in countries that have lower labor and
other costs.
- Our ability to integrate new businesses that we may acquire or to dispose
of businesses or business segments that we may wish to divest.
20
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DERIVATIVE FINANCIAL INSTRUMENTS
We are exposed to market risks related to changes in foreign-currency exchange
rates, interest rates, and commodity prices. To manage these risks we may enter
into various hedging contracts in accordance with established policies and
procedures. We do not use hedging instruments for trading purposes and are not a
party to any transactions involving leveraged derivatives.
Foreign-Currency Exchange
We use foreign-currency forward contracts to hedge our exposure to adverse
changes in exchange rates, primarily related to the euro and the British pound.
Associated gains or losses offset gains or losses on underlying assets or
liabilities.
In managing foreign-currency risk, we aggregate existing positions and hedge
residual exposures through third-party derivative contracts. We did not have any
foreign-currency forward contracts in effect at June 30, 2006.
Interest Rates
At June 30, 2006, we had public-debt securities of $875 million outstanding,
with fixed interest rates and maturity dates ranging from 10 months to 21 years.
Should we decide to redeem these securities prior to their stated maturity, we
would incur costs based on the fair value of the securities at that time. In
addition, we had floating-rate debt of $4 million outstanding at June 30, 2006.
The following table provides information about Pactiv's financial instruments
that are sensitive to interest-rate risks.
<Table>
<Caption>
MATURITIES
------------------------
2006 2007 AFTER 2007 TOTAL
(Dollars in millions) ---- ---- ---------- -----
Fixed-rate debt............................................. $ -- $ 99 $776 $875
Average interest rate....................................... --% 8.0% 8.1% 8.1%
Fair value.................................................. $ -- $ 99 $835 $934
Floating-rate debt.......................................... $ 4 $ -- $ -- $ 4
Average interest rate....................................... 4.8% --% --% 4.8%
Fair value.................................................. $ 4 $ -- $ -- $ 4
</Table>
Prior to our spin-off from Tenneco Inc., we entered into an interest-rate swap
to hedge our exposure to interest-rate movements. We settled this swap in
November 1999, incurring a $43 million loss, which is being recognized as
additional interest expense over the average life of the underlying debt.
ITEM 4. 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 the reports we file or submit under the Securities Exchange
Act is recorded, processed, summarized, and reported within the appropriate time
periods. We, under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, have
evaluated the effectiveness of our disclosure controls and procedures, and we
and such officers have concluded that such controls and procedures were adequate
and effective as of June 30, 2006.
There were no changes in internal controls over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended June 30,
2006, that materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.
21
PART II -- OTHER INFORMATION
ITEM 1. NONE.
ITEM 1A. RISK FACTORS
There have been no material changes in the risk factors disclosed in our Form
10-K for the year ended December 31, 2005.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In August 2004, our board of directors approved a plan to repurchase up to 5
million shares of our common stock. In August 2005 and October 2005, the board
of directors approved the repurchase of an additional 6.1 million and 6.5
million shares, respectively. As of June 30, 2006, the remaining number of
shares authorized for repurchase under these plans was 2.1 million. On July 13,
2006, the board of directors approved a plan to repurchase an additional 10
million shares of our common stock. We repurchase shares using open-market or
privately negotiated transactions. Repurchased shares are held in treasury for
general corporate purposes. There are no expiration dates for the current
share-repurchase authorizations.
The following table summarizes our stock repurchases in the second quarter of
2006.
<Table>
<Caption>
TOTAL TOTAL NUMBER OF SHARES MAXIMUM NUMBER OF
NUMBER OF AVERAGE PURCHASED AS PART OF SHARES THAT MAY YET BE
SHARES PRICE PAID PUBLICLY ANNOUNCED PURCHASED UNDER PLANS
PERIOD PURCHASED PER SHARE PLANS OR PROGRAMS OR PROGRAMS
- ------ ------------ ---------- ---------------------- ----------------------
April 2006....................... -- -- -- 5,875,500
May 2006......................... 1,976,900 $24.90 1,976,900 3,898,600
June 2006........................ 1,732,800 $23.94 1,732,800 2,165,800(a)
--------- ---------
Total............................ 3,709,700 3,709,700
--------- ---------
</Table>
- ---------------
(a) Represents the number of shares that are available for repurchase as of June
30, 2006.
ITEM 3. NONE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The company's 2006 annual meeting of shareholders was held on May 19, 2006, for
the purpose of (1) electing directors, (2) ratifying the engagement of Ernst &
Young LLP as our independent public accountants for the year 2006, and (3)
acting upon such other matters as might be properly brought before the meeting
or any adjournment or postponement thereof.
At the meeting, the following persons were elected to the company's board of
directors, each for a term to expire at the company's 2007 annual meeting of
shareholders:
<Table>
<Caption>
NUMBER OF VOTES
------------------------
NOMINEE FOR WITHHELD
- ------- ----------- ----------
Larry D. Brady.............................................. 130,564,940 1,493,020
K. Dane Brooksher........................................... 130,565,911 1,492,049
Robert J. Darnall........................................... 126,911,194 5,146,766
Mary R. (Nina) Henderson.................................... 130,467,665 1,590,295
N. Thomas Linebarger........................................ 130,552,126 1,505,834
Roger B. Porter............................................. 129,855,193 2,202,767
Richard L. Wambold.......................................... 129,912,701 2,145,259
Norman H. Wesley............................................ 112,759,770 19,298,190
</Table>
The shareholders ratified the appointment of Ernst & Young LLP as our
independent auditors for the year 2006, with 130,888,136 votes for ratification,
335,598 votes against ratification and 834,226 votes abstaining.
22
ITEM 5. NONE.
ITEM 6. EXHIBITS.
Exhibits designated with an asterisk in the following index are furnished; all
other exhibits are incorporated by reference.
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2 Distribution Agreement by and between Tenneco Inc. and the
registrant (incorporated herein by reference to Exhibit 2 to
Pactiv Corporation's Current Report on Form 8-K dated
November 11, 1999, File No. 1-15157).
3.1 Restated Certificate of Incorporation of the registrant
(incorporated herein by reference to Exhibit 3.1 to Pactiv
Corporation's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, File No. 1-15157).
3.2 Amended and Restated By-laws of the registrant adopted
September 9, 2005 (incorporated herein by reference to
Exhibit 3.2 to Pactiv Corporation's Quarterly Report on Form
10-Q for the quarter ended September 30, 2005, File No.
1-15157).
4.1 Specimen Stock Certificate of Pactiv Corporation Common
Stock (incorporated herein by reference to Exhibit 4.1 to
Pactiv Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, File No. 1-15157).
4.2(a) Qualified Offer Plan Rights Agreement, dated as of November
4, 1999, by and between the registrant and First Chicago
Trust Company of New York, as Rights Agent (incorporated
herein by reference to Exhibit 4.2 to Pactiv Corporation's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, File No. 1-15157).
4.2(b) Amendment No. 1 to Rights Agreement, dated as of November 7,
2002, by and between the registrant and National City Bank,
as rights agent (incorporated herein by reference to Exhibit
4.4(a) to Pactiv Corporation's Registration Statement on
Form S-8, File No. 333-101121).
4.3(a) Indenture, dated September 29, 1999, by and between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference to Exhibit 4.1 to Tenneco
Packaging Inc.'s Registration Statement on Form S-4, File
No. 333-82923).
4.3(b) First Supplemental Indenture, dated as of November 4, 1999,
to Indenture dated as of September 29, 1999, between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference to Exhibit 4.3(b) to
Pactiv Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, File No. 1-15157).
4.3(c) Second Supplemental Indenture, dated as of November 4, 1999,
to Indenture dated as of September 29, 1999, between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference to Exhibit 4.3(c) to
Pactiv Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, File No. 1-15157).
4.3(d) Third Supplemental Indenture, dated as of November 4, 1999,
to Indenture dated as of September 29, 1999, between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference to Exhibit 4.3(d) to
Pactiv Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, File No. 1-15157).
4.3(e) Fourth Supplemental Indenture, dated as of November 4, 1999,
to Indenture dated as of September 1999, between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference to Exhibit 4.3(e) to
Pactiv Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, File No. 1-15157).
4.3(f) Fifth Supplemental Indenture, dated as of November 4, 1999,
to Indenture dated as of September 29, 1999, between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference to Exhibit 4.3(f) to
Pactiv Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, File No. 1-15157).
</Table>
23
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.4 Registration Rights Agreement, dated as of November 4, 1999,
by and between the registrant and the trustees under the
Pactiv Corporation Rabbi Trust (incorporated herein by
reference to Exhibit 4.4 to Pactiv Corporation's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999, File No. 1-15157).
10.1 Human Resources Agreement, dated as of November 4, 1999, by
and between Tenneco Inc. and the registrant (incorporated
herein by reference to Exhibit 16.1 to Tenneco Inc.'s
Current Report on Form 8-K dated November 4, 1999, File No.
1-12387).
10.2 Tax Sharing Agreement, dated as of November 3, 1999, by and
between Tenneco Inc. and the registrant (incorporated herein
by reference to Exhibit 16.2 to Tenneco Inc.'s Current
Report on Form 8-K dated November 4, 1999, File No.
1-12387).
10.3 Amended and Restated Transition Services Agreement, dated as
of November 4, 1999, by and between Tenneco Inc. and the
registrant (incorporated herein by reference to Exhibit 10.3
to Tenneco Automotive Inc.'s Quarterly Report on Form 10-Q
for quarterly period ended September 30, 1999, File No.
1-12387).
10.4 Pactiv Corporation (formerly known as Tenneco Packaging
Inc.) Executive Incentive Compensation Plan (incorporated
herein by reference to Exhibit 10.5 to Pactiv Corporation's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, File No. 1-15157).
10.5 Pactiv Corporation (formerly known as Tenneco Packaging
Inc.) Supplemental Executive Retirement Plan (incorporated
herein by reference to Exhibit 10.6 to Pactiv Corporation's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, File No. 1-15157).
10.6 Amended and Restated Change in Control Severance Benefit
Plan for Key Executives as of March 1, 2005 (incorporated
herein by reference to Exhibit 10.6 to Pactiv Corporation's
Annual Report on Form 10-K for the year ended December 31,
2004, File No. 1-15157) (superseding Pactiv Corporation
(formerly known as Tenneco Packaging Inc.) Change in Control
Severance Benefit Plan for Key Executives (incorporated
herein by reference to Exhibit 10.7 to Pactiv Corporation's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, File No. 1-15157).
10.7 Pactiv Corporation (formerly known as Tenneco Packaging
Inc.) Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10.8 to Pactiv Corporation's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999, File No. 1-15157).
10.8 Pactiv Corporation Rabbi Trust (incorporated herein by
reference to Exhibit 10.11 to Pactiv Corporation's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999, File No. 1-15157).
10.9 Employment Agreement, dated as of March 11, 1997, by and
between Richard L. Wambold and Tenneco Inc. (incorporated
herein by reference to Exhibit 10.17 to Pactiv Corporation's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, File No. 1-15157).
10.10 Long Term Credit Agreement, dated as of September 29, 1999,
among the registrant, Bank of America, N.A., as
Administrative Agent, Credit Suisse First Boston, as
Syndication Agent, Bank One, NA and Banque Nationale de
Paris, as Co-Documentation Agents, and the other financial
institutions party thereto (incorporated herein by reference
to Exhibit 4.3 to Tenneco Packaging Inc.'s Registration
Statement on Form S-4, File No. 333-82923).
10.11 Term Loan Agreement, dated as of November 3, 1999, between
the registrant and Bank of America (incorporated herein by
reference to Exhibit 10.21 to Pactiv Corporation's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999, File No. 1-15157).
10.12 Letter of Agreement dated September 10, 1999, by and among
Tenneco Inc., Bank of America, N.A., and Bank of America
Securities LLC, related to Term Loan Agreement, dated as of
November 3, 1999, by and between the registrant and Bank of
America (incorporated herein by reference to Exhibit 10.22
to Pactiv Corporation's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, File No. 1-15157).
</Table>
24
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
10.13 Participation Agreement, dated as of October 28, 1999, among
the registrant, First Security Bank, N.A., Bank of America,
as Administrative Agent, and the other financial
institutions party thereto (incorporated herein by reference
to Exhibit 10.23 to Pactiv Corporation's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999, File No.
1-15157).
10.14 Pactiv Corporation 2002 Incentive Compensation Plan
(incorporated herein by reference to Exhibit 4.7 to Pactiv
Corporation's Registration Statement on Form S-8, File No.
333-101121).
10.15 Credit Agreement, dated as of April 19, 2006, among the
registrant, Bank of America, N.A., as Administrative Agent,
JP Morgan Chase Bank, N.A., as Syndication Agent and L/C
Issuer, BNP Paribas, Suntrust Bank, and Citibank, N.A., as
Co-Documentation Agents, and the other financial
institutions party thereto (incorporated herein by reference
to Exhibit 10.15 to Pactiv Corporation's Quarterly Report on
form 10-Q for the quarter ended March 31, 2006, File No.
1-15157).
10.16 Pactiv Corporation Defined Retirement Savings Plan
(incorporated herein by reference to Exhibit 10.16 to Pactiv
Corporation's Annual Report on Form 10-K for the year ended
December 31, 2004, File No. 1-15157).
10.17 Form of Pactiv Corporation Non-Qualified Stock Option Award
Agreement (incorporated herein by reference to Exhibit 10.17
to Pactiv Corporation's Annual Report on Form 10-K for the
year ended December 31, 2004, File No. 1-15157).
10.18 Form of Pactiv Corporation Performance Share Award Agreement
(incorporated herein by reference to Exhibit 10.18 to Pactiv
Corporation's Annual Report on Form 10-K for the year ended
December 31, 2004, File No. 1-15157).
*10.19 Summary of Compensation Arrangements of Directors
10.20 Summary of Named Executive Officer Compensation Arrangements
(incorporated herein by reference to Exhibit 10.20 to Pactiv
Corporation's Annual Report on Form 10-K for the year ended
December 31, 2004, File No. 1-15157).
10.21 Stock Purchase agreement dated as of June 23, 2005, among
Pactiv Corporation and certain of its affiliates, as
sellers, and PFP Holding II Corporation, as purchaser
(incorporated herein by reference to Exhibit 10.21 to Pactiv
Corporation's Current Report on form 8-K dated June 23,
2005, file No. 1-15157).
11 None.
15 None.
18 None.
19 None.
22 None.
23 None.
24 None.
*31.1 Rule 13a-14(a)/15d-14(a) Certification.
*31.2 Rule 13a-14(a)/15d-14(a) Certification.
**32.1 Section 1350 Certification.
**32.2 Section 1350 Certification.
</Table>
- ---------------
* Filed herewith
** Furnished herewith
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PACTIV CORPORATION
By: /s/ ANDREW A. CAMPBELL
------------------------------------
Andrew A. Campbell
Senior Vice President and Chief
Financial Officer
(principal financial and accounting
officer)
Date: August 8, 2006
26