Exhibit 99.1 Pactiv Second Quarter Sales Grow 8 Percent; Favorable Pricing Offsets Raw Material Cost Increases LAKE FOREST, Ill.--(BUSINESS WIRE)--Aug. 8, 2005--For the quarter ended June 30, Pactiv Corporation (NYSE:PTV) today announced that sales from continuing operations rose 8 percent to $707 million from $654 million as pricing gains of 9 percent offset a 1 percent volume decrease. On June 23, 2005, Pactiv announced an agreement to sell substantially all of its protective and flexible packaging businesses. The results of those businesses, as well as costs and estimated charges associated with that transaction, have been classified as discontinued operations. The results of the protective and flexible packaging businesses that are being retained have been included in the Foodservice/Food Packaging segment, and prior period results have been restated to reflect this change. This press release discusses Pactiv's results and outlook on a continuing operations basis unless noted otherwise. Income from continuing operations was $37 million, or $0.24 per share, compared with $47 million, or $0.30 per share, in 2004, as higher product launch costs, lower volume, and higher manufacturing and logistics costs more than offset favorable spread (the difference between raw material costs and selling prices). Excluding restructuring and other charges in the second quarter of 2004, earnings per share were $0.24 in 2005 compared with $0.35 in 2004. The loss from discontinued operations, which includes a net goodwill impairment of $36 million, estimated tax expense of $14 million on unremitted foreign earnings, an estimated $31 million net loss on the divestiture, and $3 million of transaction-related expenses, was $79 million, or $0.52 per share, compared with net income of $5 million, or $0.03 per share, in 2004. Net loss from continuing and discontinued operations was $42 million, or $0.28 per share, compared with net income of $52 million, or $0.33 per share, in 2004. Excluding restructuring and other charges as well as costs and estimated charges associated with the divestiture, net income from continuing and discontinued operations was $42 million, or $0.28 per share, in 2005, compared with $60 million, or $0.39 per share, in 2004. "Our industry continues to operate in a challenging raw material cost environment. Increasing pricing levels to recover the earnings power lost over the past 24 months to rising raw material costs has been a key strategic objective for each of our businesses. In the quarter we made substantial progress on this goal. As expected, during this dramatic shift, volume was impacted negatively. We expect to regain sales momentum as we move forward. We also continue to experience the temporary impact of higher launch costs for new products in our Hefty(R) business. These new products are being well received by retailers and customers and should add to our future financial success," said Richard L. Wambold, Pactiv's chairman and chief executive officer. Gross margin of 25.7 percent declined from 30.7 percent in the second quarter last year, but increased from 24.5 percent in the first quarter of 2005. The sequential improvement reflects the impact of favorable spread, while the year-over-year decline is due to the impact of new product launch costs and higher manufacturing and logistics expenses. Operating margin excluding the 2004 restructuring and other charge declined to 11.0 percent from 16.2 percent last year, but increased from 9.6 percent in the first quarter of 2005. For the six-month period, sales of $1.32 billion rose 7 percent from $1.23 billion. Income from continuing operations was $58 million, or $0.38 per share, compared with $47 million, or $0.30 per share, last year. Excluding the restructuring and other charges in both years, income from continuing operations was $62 million, or $0.40 per share, compared with $94 million, or $0.60 per share, in 2004. Net loss from discontinued operations was $78 million, or $0.52 per share, compared with net income of $5 million, or $0.03 per share, last year. Net loss from continuing and discontinued operations was $20 million, or $0.14 per share, compared with net income of $52 million, or $0.33 per share, last year. Excluding restructuring and other charges as well as costs and estimated charges related to the divestiture, net income from continuing and discontinued operations was $71 million, or $0.47 per share, compared with $104 million, or $0.67 per share, in 2004. Year-to-date free cash flow from continuing operations was a usage of cash of $10 million compared with free cash flow of $111 million in 2004. The decline primarily is due to higher raw material inventories, as well as higher finished goods inventories to support new product launches, lower accounts payable, and higher capital expenditures for future growth. Business Segment Results Hefty(R) Consumer Products Sales of $251 million rose 6 percent from $237 million reflecting an 11-percent price impact, partially offset by a volume decline of 5 percent. A strong contribution from new products and a volume increase in food bags were more than offset by a decline in foam tableware, reflecting soft market conditions and some price-related share loss, and a decline in waste bags, primarily related to a one-time inventory adjustment by a large customer. As previously announced, rollout of Hefty(R) Serve 'n Store(TM) plates and bowls, as well as Hefty(R) Easy Grip(TM) party cups, accelerated in the second quarter. Both products are on track to meet 2005 targeted distribution levels. Based on sales to this point, the products are on pace to meet or exceed targeted 2005 sales levels, and preliminary data regarding repeat purchases are encouraging. Operating income was $30 million, compared with $48 million last year primarily reflecting approximately $17 million of product launch costs. Favorable spread partially offset lower volume and higher manufacturing and logistics costs. Product launch costs are tracking as expected. Operating margin excluding restructuring and other charges was 12.0 percent compared with 20.3 percent last year and 9.8 percent in the first quarter of 2005. For the six-month period, sales of $465 million rose 6 percent from $437 million as an 8-percent price increase offset a 2-percent volume decline. Operating income was $50 million compared with $85 million last year. Excluding restructuring and other charges in both years, operating income was $51 million compared with $89 million. On the same basis, operating margin was 11.0 percent compared with 20.4 percent. Foodservice/Food Packaging Sales of $456 million rose 9 percent from $417 million last year based on price impact of 7 percent and volume growth of 2 percent. The volume growth reflects the inclusion of the Newspring Industrial Corporation acquisition that occurred in March, offset by a slight decline in base volume in a sluggish market. Operating income was $46 million compared with $45 million last year. Excluding the restructuring and other charge in 2004, operating income was $46 million in 2005 compared with $55 million in 2004. Higher raw material, manufacturing, and logistics costs more than offset the benefit of higher pricing and volume. Spread was even compared with prior year and improved from the first quarter of 2005. On the same basis, operating margin was 10.1 percent compared with 13.2 percent last year and 8.3 percent in the first quarter of 2005. For the six-month period, sales of $855 million increased 8 percent from $792 million. Operating income was $74 million compared with $24 million in 2004. Excluding restructuring and other charges in both years, operating income was $79 million compared with $94 million. On the same basis, operating margin was 9.2 percent compared with 11.9 percent. Outlook For the continuing operations of Pactiv, the third quarter earnings per share outlook is a range of $0.23 to $0.25. For the full year, the Company expects sales to grow in a range of 8 percent to 10 percent. The full year earnings per share outlook excluding restructuring charges is a range of $0.91 to $1.00. The full year outlook includes non-cash pension income of $35 million after tax, or $0.23 per share. Free cash flow for continuing operations for 2005 is anticipated to be approximately $100 million, excluding payments of approximately $15 million after tax related to the Tenneco Packaging litigation settlements. Capital expenditures are expected to be approximately $130 million, and depreciation and amortization expense will be approximately $145 million. For the full year, selling, general, and administrative expense is estimated to be in a range of $250 million to $260 million. The 2005 tax rate is expected to be 36 percent, and the full year expectation of the average fully diluted shares outstanding is approximately 150 million. Other This press release includes certain non-GAAP financial measures. A reconciliation of the non-GAAP financial measures to GAAP is shown in the "Consolidated Statement of Income", as well as the attached "Regulation G GAAP Reconciliations" or in the attached "Operating Results by Segment". The "Operating Results by Segment" also details the impact on sales of acquisitions and foreign exchange. Schedules restating prior period results to reflect the divestiture of substantially all of the protective and flexible businesses and the reclassification of the remaining businesses in that segment into the Foodservice/Food Packaging segment will be posted on the Company's website (www.pactiv.com) by the end of August. Cautionary Statements This press release includes certain "forward-looking statements" such as those in the Outlook section as well as "we expect to regain sales momentum as we move forward," "...should add to our future financial success," "...products are on track to meet 2005 targeted distribution levels," "...products are on pace to meet or exceed targeted 2005 sales levels, and preliminary data regarding repeat purchases are encouraging." A variety of factors may cause actual results to differ materially from these expectations including a slowdown in economic growth, changes in the competitive market, increased cost of raw materials, and changes in the regulatory environment. More detailed information about these and other factors is contained in the Company's Annual Report on Form 10-K at page 56 filed with the Securities and Exchange Commission as revised and updated by Forms 10-Q and 8-K as filed with the Commission. Company Information Pactiv Corporation is a leading producer of specialty packaging products for the consumer and foodservice/food packaging markets. With sales of $2.5 billion, Pactiv has one of the broadest product lines in the specialty packaging industry, and derives more than 80 percent of its sales from market sectors in which it holds the No. 1 or No. 2 market-share position. For more information about Pactiv, log on to the company's website at www.pactiv.com. Pactiv Corporation Consolidated Statement of Income (In millions, except per-share data) Three months ended Six months ended June 30, June 30, ------------------- ------------------- 2005 2004 2005 2004 --------- --------- --------- --------- Sales $707 $654 $1,320 $1,229 Costs and expenses Cost of sales (excluding depreciation and amortization) 525 453 988 848 Depreciation and amortization 36 32 71 69 Selling, general, and administrative 66 62 123 118 Other (income) expense 2 1 1 2 --------- --------- --------- --------- Operating income before restructuring and other 78 106 137 192 Restructuring and other - 11 6 75 --------- --------- --------- --------- Operating income 78 95 131 117 Interest expense, net 20 21 40 42 Income tax expense 21 27 33 28 --------- --------- --------- --------- Income from continuing operations 37 47 58 47 Income (loss) on discontinued operations, net of tax (79) 5 (78) 5 --------- --------- --------- --------- Net income (loss) $(42) $52 $(20) $52 ========= ========= ========= ========= Average common shares outstanding (diluted) 151.2 154.4 151.2 155.9 Earnings (loss) per share Income from continuing operations before restructuring and other $0.24 $0.35 $0.40 $0.60 Restructuring and other - (0.05) (0.02) (0.30) --------- --------- --------- --------- Income from continuing operations 0.24 0.30 0.38 0.30 Income (loss) on discontinued operations (0.52) 0.03 (0.52) 0.03 --------- --------- --------- --------- Net $(0.28) $0.33 $(0.14) $0.33 ========= ========= ========= ========= Gross margin (before deprec. & amort.) 25.7% 30.7% 25.2% 31.0% Operating margin Excluding restructuring and other 11.0% 16.2% 10.4% 15.6% Restructuring & other 0.0% -1.7% -0.5% -6.1% Including restructuring and other 11.0% 14.5% 9.9% 9.5% Pactiv Corporation Consolidated Statement of Financial Position (In millions) June 30, 2005 December 31, 2004 ----------------- ----------------- Assets Current assets Cash and temporary cash investments $71 $222 Accounts and notes receivable 215 278 Inventories 360 311 Other 43 42 Assets of discontinued operations held for sale 652 735 ----------------- ----------------- Total current assets 1,341 1,588 ----------------- ----------------- Property, plant, and equipment, net 1,154 1,137 ----------------- ----------------- Other assets Goodwill 529 466 Intangible assets, net 270 270 Pension assets, net 10 214 Other 65 66 ----------------- ----------------- Total other assets 874 1,016 ----------------- ----------------- Total assets $3,369 $3,741 ================= ================= Liabilities and shareholders' equity Current liabilities Short-term debt, including current maturities of long-term debt $303 $471 Accounts payable 175 182 Other 265 226 Liabilities related to assets of discontinued operations held for sale 179 145 ----------------- ----------------- Total current liabilities 922 1,024 ----------------- ----------------- Long-term debt 880 869 Pension and postretirement benefits 358 473 Other liabilities 237 283 Minority interest 9 9 Shareholders' equity 963 1,083 ----------------- ----------------- Total liabilities and shareholders' equity $3,369 $3,741 ================= ================= Pactiv Corporation Consolidated Statement of Cash Flows (In millions) Six months ended June 30, 2005 2004 ----------------- ----------------- Operating activities Income from continuing operations $58 $47 Adjustments to reconcile income from continuing operations to cash provided by continuing operations Depreciation and amortization 71 69 Deferred income taxes 17 20 Restructuring and other - 47 Noncash retirement benefits, net (27) (28) Working capital 23 (16) Other (6) 1 ----------------- ----------------- Cash provided by operating activities - continuing operations 136 140 Cash provided by operating activities - discontinued operations 28 29 ----------------- ----------------- Cash provided by operating activities 164 169 ----------------- ----------------- Investing activities Expenditures for property, plant, and equipment - continuing operations (61) (29) Acquisitions of businesses and assets (98) - Other continuing operations investing activities (1) - ----------------- ----------------- Cash used by investing activities - continuing operations (160) (29) Expenditures for property, plant, and equipment - discontinued operations (14) (8) Other discontinued operations investing activities - 1 ----------------- ----------------- Cash used by investing activities (174) (36) ----------------- ----------------- Financing activities Issuance of common stock 11 19 Purchase of common stock - (171) Retirement of long-term debt (169) - Issuance of long-term debt 11 - Other 10 - ----------------- ----------------- Cash used by financing activities - continuing operations (137) (152) Cash used by financing activities - discontinued operations - (1) ----------------- ----------------- Cash used by financing activities (137) (153) ----------------- ----------------- Effect of foreign-currency exchange rate changes on cash and temporary cash investments (4) (1) ----------------- ----------------- Increase (decrease) in cash and temporary cash investments (151) (21) Cash and temporary cash investments, January 1 222 140 ----------------- ----------------- Cash and temporary cash investments, June 30 $71 $119 ================= ================= Pactiv Corporation Operating Results by Segment (In millions) Foodservice / Food Continuing Consumer Packaging Other operations ---------- ------------- --------- ----------- Three months ended June 30, 2005 - ------------------- Sales $251 $456 $- $707 Acquisitions (a) - (16) - (16) ---------- ------------- --------- ----------- Adjusted sales (c) 251 440 - 691 ---------- ------------- --------- ----------- Operating income before restructuring & other $30 $46 $2 $78 Restructuring & other - - - - ---------- ------------- --------- ----------- Operating income 30 46 2 78 ---------- ------------- --------- ----------- Operating margin Excluding restructuring and other 12.0% 10.1% NA 11.0% Restructuring & other 0.0% 0.0% NA 0.0% Including restructuring and other 12.0% 10.1% NA 11.0% Three months ended June 30, 2004 - ------------------ Sales $237 $417 $- $654 Foreign exchange (b) - 3 - 3 ---------- ------------- --------- ----------- Adjusted sales (c) 237 420 - 657 ---------- ------------- --------- ----------- Operating income before restructuring & other $48 $55 $3 $106 Restructuring & other - 10 1 11 ---------- ------------- --------- ----------- Operating income 48 45 2 95 ---------- ------------- --------- ----------- Operating margin Excluding restructuring and other 20.3% 13.2% NA 16.2% Restructuring & other 0.0% -2.4% NA -1.7% Including restructuring and other 20.3% 10.8% NA 14.5% Six months ended June 30, 2005 - ----------------- Sales $465 $855 $- $1,320 Acquisitions (a) - (19) - (19) ---------- ------------- --------- ----------- Adjusted sales (c) 465 836 - 1,301 ---------- ------------- --------- ----------- Operating income before restructuring & other $51 $79 $7 $137 Restructuring & other 1 5 - 6 ---------- ------------- --------- ----------- Operating income 50 74 7 131 ---------- ------------- --------- ----------- Operating margin Excluding restructuring and other 11.0% 9.2% NA 10.4% Restructuring & other -0.2% -0.5% NA -0.5% Including restructuring and other 10.8% 8.7% NA 9.9% Six months ended June 30, 2004 - ---------------- Sales $437 $792 $- $1,229 Foreign exchange (b) - 3 - 3 ---------- ------------- --------- ----------- Adjusted sales (c) 437 795 - 1,232 ---------- ------------- --------- ----------- Operating income before restructuring & other $89 $94 $9 $192 Restructuring & other 4 70 1 75 ---------- ------------- --------- ----------- Operating income 85 24 8 117 ---------- ------------- --------- ----------- Operating margin Excluding restructuring and other 20.4% 11.9% NA 15.6% Restructuring & other -0.9% -8.9% NA -6.1% Including restructuring and other 19.5% 3.0% NA 9.5% (a) Adjustment to current year sales for incremental sales from acquisitions. (b) Adjustment of prior year sales to current year foreign exchange rates. (c) Sales adjusted for acquisitions and foreign exchange. Pactiv Corporation Regulation G GAAP Reconciliation Net Income (Loss) and Earnings (Loss) per Share (In millions, except per-share amounts) Three months ended Six months ended June 30, June 30, ------------------- ------------------- 2005 2004 2005 2004 --------- --------- --------- --------- Net income (loss) - US GAAP basis $(42) $52 $(20) $52 Adjustments (net of tax) to exclude: Loss on sale of discontinued operations 31 - 31 - Goodwill impairment - discontinued operations 36 - 36 - Incremental tax expense related to discontinued operations 14 - 14 - Transaction-related costs 3 - 6 - Restructuring and other charges - 8 4 52 --------- --------- --------- --------- Net income - US GAAP basis excluding impacts of the company's planned sale of businesses classified as discontinued operations and restructuring and other charges (a) $42 $60 $71 $104 ========= ========= ========= ========= Average common shares outstanding (diluted) 151.2 154.4 151.2 155.9 Diluted earnings (loss) per share Net - US GAAP basis $(0.28) $0.33 $(0.14) $0.33 Adjustments (net of tax) to exclude: Loss on sale of discontinued operations 0.20 - 0.20 - Goodwill impairment - discontinued operations 0.25 - 0.25 - Incremental tax expense related to discontinued operations 0.09 - 0.09 - Transaction-related costs 0.02 - 0.05 - Restructuring and other charges - 0.06 0.02 0.34 --------- --------- --------- --------- Net - US GAAP basis excluding impacts of the company's planned sale of businesses classified as discontinued operations and restructuring and other charges (a) $0.28 $0.39 $0.47 $0.67 ========= ========= ========= ========= Percent change - 2005 vs. 2004 -28.2% -29.9% (a) In accordance with generally accepted accounting principles (US GAAP), reported net income includes the after-tax impacts of the company's planned sale of businesses classified as discontinued operations and restructuring and other charges. The company's management believes that by adjusting reported net income to exclude the effects of these items, the resulting earnings present an operationally-oriented depiction of the company's performance. The company's management uses earnings excluding the after-tax impacts of the company's planned sale of businesses classified as discontinued operations and restructuring and other charges to evaluate operating performance, to value various business units, and, along with other factors, in determining management compensation. Regulation G GAAP Reconciliation Free Cash Flow Three months ended Six months ended June 30, June 30, ------------------- ------------------- 2005 2004 2005 2004 --------- --------- --------- --------- Cash flow provided by operating activities - continuing operations (US GAAP basis) $19 $70 $136 $140 Less: Capital expenditures - continuing operations (30) (15) (61) (29) (Increase) decrease in asset securitization program (10) - (85) - --------- --------- --------- --------- Free cash flow - continuing operations (b) ($21) $55 ($10) $111 ========= ========= ========= ========= (b) Free cash flow is defined as cash flow provided by operating activities less amounts for capital expenditures and changes in the usage of the company's asset securitization program. These amounts have been calculated in accordance with US GAAP. The company's management believes free cash flow, as defined, provides a useful measure of the company's liquidity. The company's management uses free cash flow as a measure of cash available to fund required or early debt retirement and incremental investing and/or financing activities, such as, but not limited to, acquisitions and share repurchases. However, free cash flow has limitations, as it does not represent residual cash flows available for discretionary expenditures. Some of the company's expenditures are mandatory. The amount of mandatory versus discretionary expenditures can vary significantly between periods. Pactiv Corporation Regulation G GAAP Reconciliation Income from Continuing Operations and Earnings per Share (In millions, except per-share amounts) Three months ended Six months ended June 30, June 30, ------------------- ------------------- 2005 2004 2005 2004 --------- --------- --------- --------- Income from continuing operations - US GAAP basis $37 $47 $58 $47 Adjustments (net of tax) to exclude: Restructuring and other charges - 7 4 47 --------- --------- --------- --------- Net income - US GAAP basis excluding restructuring and other charges (a) $37 $54 $62 $94 ========= ========= ========= ========= Average common shares outstanding (diluted) 151.2 154.4 151.2 155.9 Diluted earnings (loss) per share Income from continuing operations - US GAAP basis $0.24 $0.30 $0.38 $0.30 Adjustments (net of tax) to exclude: Restructuring and other charges - 0.05 0.02 0.30 --------- --------- --------- --------- Net - US GAAP basis excluding restructuring and other charges (a) $0.24 $0.35 $0.40 $0.60 ========= ========= ========= ========= Percent change - 2005 vs. 2004 -31.4% -33.3% (a) In accordance with generally accepted accounting principles (US GAAP), reported net income includes the after-tax impacts of restructuring and other charges. The company's management believes that by adjusting reported net income to exclude the effects of these items, the resulting earnings present an operationally-oriented depiction of the company's performance. The company's management uses earnings excluding the after-tax impacts of restructuring and other charges to evaluate operating performance, to value various business units, and, along with other factors, in determining management compensation. Pactiv Corporation Regulation G GAAP Reconciliation Operating Results by Segment Three Months Ended March 31, 2005, and March 31, 2004 (In millions) Foodservice / Food Continuing Consumer Packaging Other operations ----------- ------------- --------- ----------- Three months ended March 31, 2005 - ------------------ Sales $214 $399 $- $613 Acquisitions (a) - (3) - (3) ----------- ------------- --------- ----------- Adjusted sales (c) 214 396 - 610 ----------- ------------- --------- ----------- Operating income before restructuring & other $21 $33 $5 $59 Restructuring & other 1 5 - 6 ----------- ------------- --------- ----------- Operating income $20 28 5 53 ----------- ------------- --------- ----------- Operating margin Excluding restructuring and other 9.8% 8.3% NA 9.6% Restructuring & other -0.5% -1.3% NA -1.0% Including restructuring and other 9.3% 7.0% NA 8.6% Three months ended March 31, 2004 - ------------------ Sales $200 $375 $- $575 Foreign exchange (b) - - - - ----------- ------------- --------- ----------- Adjusted sales (c) 200 375 - 575 ----------- ------------- --------- ----------- Operating income before restructuring & other $41 $39 $6 $86 Restructuring & other 4 60 - 64 ----------- ------------- --------- ----------- Operating income $37 (21) 6 22 ----------- ------------- --------- ----------- Operating margin Excluding restructuring and other 20.5% 10.4% NA 15.0% Restructuring & other -2.0% -16.0% NA -11.2% Including restructuring and other 18.5% -5.6% NA 3.8% (a) Adjustment to current year sales for incremental sales from acquisitions. (b) Adjustment of prior year sales to current year foreign exchange rates. (c) Sales adjusted for acquisitions and foreign exchange. Pactiv Corporation Regulation G GAAP Reconciliation Outlook for 2005 Three months ended Twelve months September 30, ended December 2005 31, 2005 ------------------- ------------------- Diluted earnings per share Low High Low High estimate estimate estimate estimate --------- --------- --------- --------- Continuing operations - US GAAP basis $0.23 $0.25 $0.89 $0.98 Adjustments to exclude restructuring and other charges - - 0.02 0.02 --------- --------- --------- --------- Continuing operations excluding restructuring and other charges (a) $0.23 $0.25 $0.91 $1.00 ========= ========= ========= ========= Twelve months ended December 31, 2005 Free cash flow (in millions) ------------------- Cash flow provided by operating activities - US GAAP basis $215 Less: Capital expenditures - continuing operations (130) (Increase) decrease in asset securitization program - ------------------- Free cash flow (b) $85 =================== (a) In accordance with generally accepted accounting principles (US GAAP), reported net income from continuing operations includes the after- tax effects of restructuring and other charges. The company's management believes that by adjusting reported net income from continuing operations to exclude the effects of these items, the resulting earnings present an operationally-oriented depiction of the company's performance. The company's management uses earnings excluding restructuring and other charges to evaluate operating performance, to value various business units, and, along with other factors, in determining management compensation. (b) Free cash flow is defined as cash flow provided by operating activities less amounts for capital expenditures and changes in the usage of the company's asset securitization program. These amounts have been calculated in accordance with US GAAP. The company's management believes free cash flow, as defined, provides a useful measure of the company's liquidity. The company's management uses free cash flow as a measure of cash available to fund required or early debt retirement and incremental investing and/or financing activities, such as, but not limited to, acquisitions and share repurchases. However, free cash flow has limitations, as it does not represent residual cash flows available for discretionary expenditures. Some of the company's expenditures are mandatory. The amount of mandatory versus discretionary expenditures can vary significantly between periods. CONTACT: Pactiv Corporation Christine Hanneman (Investor Relations), 847-482-2429 channeman@pactiv.com or Lisa Foss (Media Relations), 847-482-2704 lfoss@pactiv.com