Exhibit 99.1 Pactiv Fourth Quarter Sales Rise 12 Percent; EPS from Continuing Operations Reaches $0.30; Reports Significant Free Cash Flow LAKE FOREST, Ill.--(BUSINESS WIRE)--Jan. 23, 2006--For the quarter ended December 31, 2005, Pactiv Corporation (NYSE:PTV) today announced that income from continuing operations was $43 million, or $0.30 per share, compared with $42 million, or $0.28 per share, in 2004. Excluding restructuring and other charges taken in 2004, earnings per share in 2005 were $0.30, even with 2004, as price and volume gains offset higher raw material, operating, and selling, general and administrative (SG&A) expenses. Net income including discontinued operations was $35 million, or $0.25 per share, compared with $47 million, or $0.31 per share, in 2004. Sales from continuing operations rose 12 percent to $741 million from $663 million based on an 8-percent pricing impact and 4-percent volume growth. "We posted solid results with good volume in the fourth quarter despite a trying industry-wide operating environment. Raw material costs were up sharply, and we faced difficulty with resin supply due to petrochemical outages from the Gulf Coast hurricanes. Nevertheless, we managed the business to minimize the impact on customers and significantly lowered inventory, which we expect to replenish in the first quarter," said Richard L. Wambold, Pactiv's chairman and chief executive officer. Free cash flow from continuing operations in the fourth quarter was $57 million, bringing full-year free cash flow to $159 million after approximately $15 million in after-tax payments related to the previously discussed Tenneco Packaging litigation settlement. During the quarter the Company repurchased 2.1 million shares of its common stock. For the full year, the Company repurchased 8.6 million shares of its stock and reduced debt $468 million. Fourth quarter gross margin was 27.1 percent, even with 2004. Operating margin was 11.6 percent compared with 12.5 percent. Excluding restructuring and other charges in 2004, operating margin in 2005 was 11.6 percent compared with 13.4 percent as the impact of higher pricing was offset by higher raw material, operating, and SG&A costs. For the full year 2005, sales from continuing operations increased 8 percent to $2.76 billion from $2.54 billion on flat volume. Income from continuing operations was $143 million, or $0.96 per share, compared with $138 million, or $0.90 per share, in 2004. Excluding restructuring and other charges in both years, income from continuing operations was $147 million, or $0.99 per share, compared with $188 million, or $1.22 per share. Net income including discontinued operations was $54 million, or $0.36 per share, compared with $155 million, or $1.01 per share, in 2004. Net income in 2005 includes a loss from discontinued operations of $89 million, or $0.60 per share, which includes a net goodwill impairment of $36 million, estimated tax expense of $5 million on unremitted foreign earnings, an estimated $21 million net loss on the divestiture, and $9 million of transaction-related expenses. Gross margin was 26.2 percent compared with 29.4 percent in 2004, and operating margin excluding restructuring and other charges was 11.1 percent compared with 14.8 percent. The declines primarily reflect the impact of higher raw material costs, new product launch costs, and higher manufacturing and logistics expenses, partially offset by price increases. Business Segment Results Hefty(R) Consumer Products Fourth quarter sales of $277 million increased 7 percent from $259 million, reflecting flat volume. As occurred in the third quarter, volume trends in the fourth quarter improved in foam tableware and waste bags. Sales of Hefty(R) Serve 'n Store(R) plates and bowls and Hefty(R) Easy Grip(TM) party cups, which were introduced early in 2005, continued on plan in the fourth quarter. Operating income was $37 million compared with $46 million in 2004 primarily reflecting new product launch costs and higher manufacturing and logistics costs. Operating margin was 13.4 percent compared with 17.8 percent in 2004, and 10.1 percent in the third quarter. For the full year, sales of $989 million rose 6 percent from $934 million as volume improved in the second half, and limited the decline to 1-percent for the year. Operating income was $112 million compared with $175 million in 2004. Excluding restructuring and other charges in both years, operating income was $113 million in 2005 compared with $179 million in 2004. On the same basis, operating margin was 11.4 percent compared with 19.2 percent. Foodservice/Food Packaging Fourth quarter sales of $464 million rose 15 percent from $404 million. A 6-percent volume increase reflected the March 2005 acquisition of Newspring Industrial Corporation, as well as a 2-percent increase in the base business. Operating income was $52 million compared with $36 million in 2004. Excluding restructuring items in 2004, operating income in 2005 was $52 million compared with $41 million. The increase primarily reflected favorable spread (the difference between selling price and raw material costs) and volume, which more than offset higher manufacturing and logistics costs. On the same basis, operating margin was 11.2 percent compared with 10.1 percent. For the full year, sales of $1.77 billion rose 10 percent from $1.61 billion as volume grew 1 percent. Operating income was $186 million compared with $112 million. Excluding restructuring and other charges in both years, operating income was $191 million compared with $184 million. On the same basis, operating margin was 10.8 percent compared with 11.4 percent in 2004. Outlook The Company expects 2006 sales to grow approximately 6 percent to 8 percent. The Company has initiated a first quarter 2006 earnings per share outlook in a range of $0.19 to $0.23 and a full-year 2006 outlook for earnings per share in a range of $1.07 to $1.17. The full-year range includes non-cash pension income of $42 million pretax, $26 million after tax, or $0.18 per share. For the full year, SG&A expense is estimated to be approximately $300 million. The 2006 tax rate is expected to be 37 percent. Free cash flow for 2006 is anticipated to be in a range of $130 million to $150 million. Depreciation and amortization expense will be approximately $150 million, capital expenditures will be approximately $100 million, and the cash tax rate is estimated to be approximately 25 percent. Other This press release includes certain non-GAAP financial measures. A reconciliation of the non-GAAP financial measures to GAAP is shown in the "Consolidated Statement of Income", as well as the attached "Regulation G GAAP Reconciliation" or in the attached "Operating Results by Segment". The "Operating Results by Segment" also details the impact on sales of acquisitions and foreign exchange. On October 12, 2005, Pactiv completed the sale of 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 reflect this change. This press release discusses Pactiv's results and outlook on a continuing operations basis unless noted otherwise. Cautionary Statements This press release includes certain "forward-looking statements" such as those in the Outlook section. These statements are based on management's current reasonable and good faith expectations. A variety of factors may cause actual results to differ materially from these expectations including a slowdown in economic growth, changes in the competitive market, increased cost of raw materials, and changes in the regulatory environment. More detailed information about these and other factors is contained in the Company's Annual Report on Form 10-K at page 56 filed with the Securities and Exchange Commission as revised and updated by Forms 10-Q and 8-K as filed with the Commission. Company Information Pactiv Corporation is a leading producer of specialty packaging products for the consumer and foodservice/food packaging markets. With sales of $2.8 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 Twelve months ended December 31, December 31, --------------------- --------------------- 2005 2004 2005 2004 ---------- ---------- ---------- ---------- Sales $741 $663 $2,756 $2,544 Costs and expenses Cost of sales (excluding depreciation and amortization) 540 483 2,035 1,795 Depreciation and amortization 38 34 146 139 Selling, general, and administrative 73 56 259 229 Other (income) expense 4 1 10 5 ---------- ---------- ---------- ---------- Operating income before restructuring and other 86 89 306 376 Restructuring and other - 6 6 79 ---------- ---------- ---------- ---------- Operating income 86 83 300 297 Interest income (3) (1) (4) (2) Interest expense 22 21 82 85 Income tax expense 24 22 81 78 Equity in earnings of unconsolidated subsidiaries - (1) (2) (2) ---------- ---------- ---------- ---------- Income from continuing operations 43 42 143 138 Income (loss) from discontinued operations, net of tax (8) 5 (89) 17 ---------- ---------- ---------- ---------- Net income $35 $47 $54 $155 ========== ========== ========== ========== Average common shares outstanding (diluted) 144.2 150.9 148.8 153.8 Earnings (loss) per share Income from continuing operations before restructuring and other $0.30 $0.30 $0.99 $1.22 Restructuring and other - (0.02) (0.03) (0.32) ---------- ---------- ---------- ---------- Income from continuing operations 0.30 0.28 0.96 0.90 Income (loss) from discontinued operations (0.05) 0.03 (0.60) 0.11 ---------- ---------- ---------- ---------- Net $0.25 $0.31 $0.36 $1.01 ========== ========== ========== ========== Gross margin (before deprec. & amort.) 27.1% 27.1% 26.2% 29.4% Operating margin Excluding restructuring and other 11.6% 13.4% 11.1% 14.8% Restructuring & other 0.0% -0.9% -0.2% -3.1% Including restructuring and other 11.6% 12.5% 10.9% 11.7% Certain amounts in the prior year's financial statements have been reclassified to conform with the presentation used in 2005. Pactiv Corporation Consolidated Statement of Financial Position (In millions) December 31, 2005 December 31, 2004 ----------------- ----------------- Assets Current assets Cash and temporary cash investments $172 $222 Accounts and notes receivable 319 278 Inventories 289 311 Other 40 42 Assets of discontinued operations - 735 ----------------- ----------------- Total current assets 820 1,588 ----------------- ----------------- Property, plant, and equipment, net 1,141 1,137 ----------------- ----------------- Other assets Goodwill 527 466 Intangible assets, net 260 270 Pension assets, net 8 214 Other 64 66 ----------------- ----------------- Total other assets 859 1,016 ----------------- ----------------- Total assets $2,820 $3,741 ================= ================= Liabilities and shareholders' equity Current liabilities Short-term debt, including current maturities of long-term debt $3 $471 Accounts payable 179 181 Other 254 235 Liabilities related to assets of discontinued operations 20 149 ----------------- ----------------- Total current liabilities 456 1,036 ----------------- ----------------- Long-term debt 869 869 Pension and postretirement benefits 525 473 Other liabilities 141 271 Minority interest 9 9 Shareholders' equity 820 1,083 ----------------- ----------------- Total liabilities and shareholders' equity $2,820 $3,741 ================= ================= Certain amounts in the prior year's financial statements have been reclassified to conform with the presentation used in 2005. Pactiv Corporation Consolidated Statement of Cash Flows (In millions) Twelve months ended December 31, 2005 2004 ----------------- ----------------- Operating activities Income from continuing operations $143 $138 Adjustments to reconcile income from continuing operations to cash provided by continuing operations Depreciation and amortization 146 139 Deferred income taxes 20 37 Restructuring and other (1) 32 Noncash pension income (54) (56) Working capital 24 30 Other (8) 4 ----------------- ----------------- Cash provided by operating activities - continuing operations 270 324 Cash provided (used) by operating activities - discontinued operations (4) 42 ----------------- ----------------- Cash provided by operating activities 266 366 ----------------- ----------------- Investing activities Expenditures for property, plant, and equipment - continuing operations (121) (78) Net proceeds from sales of businesses and assets 526 - Acquisitions of businesses and assets (98) - Other continuing operations investing activities (2) 2 ----------------- ----------------- Cash provided (used) by investing activities - continuing operations 305 (76) Expenditures for property, plant, and equipment - discontinued operations (22) (22) Other discontinued operations investing activities - 7 ----------------- ----------------- Cash provided (used) by investing activities 283 (91) ----------------- ----------------- Financing activities Issuance of common stock 28 33 Purchase of common stock (164) (230) Retirement of long-term debt (468) - Other 9 - ----------------- ----------------- Cash used by financing activities - continuing operations (595) (197) Cash used by financing activities - discontinued operations - - ----------------- ----------------- Cash used by financing activities (595) (197) ----------------- ----------------- Effect of foreign-currency exchange rate changes on cash and temporary cash investments (4) 4 ----------------- ----------------- Increase (decrease) in cash and temporary cash investments (50) 82 Cash and temporary cash investments, January 1 222 140 ----------------- ----------------- Cash and temporary cash investments, December 31 $172 $222 ================= ================= Certain amounts in the prior year's financial statements have been reclassified to conform with the presentation used in 2005. Pactiv Corporation Operating Results by Segment (In millions) Foodservice / Continuing Consumer Food Packaging Other operations --------- --------------- -------- ----------- Three months ended December 31, 2005 - ------------------ Sales $277 $464 $- $741 Acquisitions (a) - (17) - (17) --------- --------------- -------- ----------- Adjusted sales (c) 277 447 - 724 --------- --------------- -------- ----------- Operating income before restructuring & other $37 $52 $(3) $86 Restructuring & other - - - - --------- --------------- -------- ----------- Operating income 37 52 (3) 86 --------- --------------- -------- ----------- Operating margin Excluding restructuring and other 13.4% 11.2% NA 11.6% Restructuring & other 0.0% 0.0% NA 0.0% Including restructuring and other 13.4% 11.2% NA 11.6% Three months ended December 31, 2004 - ------------------ Sales $259 $404 $- $663 Foreign exchange (b) - - - - --------- --------------- -------- ----------- Adjusted sales (c) 259 404 - 663 --------- --------------- -------- ----------- Operating income before restructuring & other $46 $41 $2 $89 Restructuring & other - 5 1 6 --------- --------------- -------- ----------- Operating income 46 36 1 83 --------- --------------- -------- ----------- Operating margin Excluding restructuring and other 17.8% 10.1% NA 13.4% Restructuring & other 0.0% -1.2% NA -0.9% Including restructuring and other 17.8% 8.9% NA 12.5% Twelve months ended December 31, 2005 - ------------------- Sales $989 $1,767 $- $2,756 Acquisitions (a) - (51) - (51) --------- --------------- -------- ----------- Adjusted sales (c) 989 1,716 - 2,705 --------- --------------- -------- ----------- Operating income before restructuring & other $113 $191 $2 $306 Restructuring & other 1 5 - 6 --------- --------------- -------- ----------- Operating income 112 186 2 300 --------- --------------- -------- ----------- Operating margin Excluding restructuring and other 11.4% 10.8% NA 11.1% Restructuring & other -0.1% -0.3% NA -0.2% Including restructuring and other 11.3% 10.5% NA 10.9% Twelve months ended December 31, 2004 - ------------------- Sales $934 $1,610 $- $2,544 Foreign exchange (b) - 5 - 5 --------- --------------- -------- ----------- Adjusted sales (c) 934 1,615 - 2,549 --------- --------------- -------- ----------- Operating income before restructuring & other $179 $184 $13 $376 Restructuring & other 4 72 3 79 --------- --------------- -------- ----------- Operating income 175 112 10 297 --------- --------------- -------- ----------- Operating margin Excluding restructuring and other 19.2% 11.4% NA 14.8% Restructuring & other -0.5% -4.4% NA -3.1% Including restructuring and other 18.7% 7.0% NA 11.7% (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. Certain amounts in the prior year's financial statements have been reclassified to conform with the presentation used in 2005. Pactiv Corporation Regulation G GAAP Reconciliation Income from Continuing Operations and Earnings per Share (In millions, except per-share amounts) Three months ended Twelve months ended December 31, December 31, --------------------- --------------------- 2005 2004 2005 2004 ---------- ---------- ---------- ---------- Income from continuing operations - US GAAP basis $43 $42 $143 $138 Adjustments (net of tax) to exclude: Restructuring and other charges - 4 4 50 ---------- ---------- ---------- ---------- Net income - US GAAP basis excluding restructuring and other charges (a) $43 $46 $147 $188 ========== ========== ========== ========== Average common shares outstanding (diluted) 144.2 150.9 148.8 153.8 Diluted earnings per share Income from continuing operations - US GAAP basis $0.30 $0.28 $0.96 $0.90 Adjustments (net of tax) to exclude: Restructuring and other charges - 0.02 0.03 0.32 ---------- ---------- ---------- ---------- Net - US GAAP basis excluding restructuring and other charges (a) $0.30 $0.30 $0.99 $1.22 ========== ========== ========== ========== Percent change - 2005 vs. 2004 0.0% -18.9% (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. Regulation G GAAP Reconciliation Free Cash Flow Three months ended Twelve months ended December 31, December 31, --------------------- --------------------- 2005 2004 2005 2004 ---------- ---------- ---------- ---------- Cash flow provided by operating activities - continuing operations (US GAAP basis) $81 $54 $270 $324 Less: Capital expenditures - continuing operations (24) (23) (121) (78) (Increase) decrease in asset securitization program - - 10 - ---------- ---------- ---------- ---------- Free cash flow - continuing operations (b) $57 $31 $159 $246 ========== ========== ========== ========== (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. Certain amounts in the prior year's financial statements have been reclassified to conform with the presentation used in 2005. Pactiv Corporation Regulation G GAAP Reconciliation Outlook for 2006 Twelve months ended Free cash flow (in millions) December 31, 2006 ----------------------------------- Low High Cash flow provided by operating activities - US GAAP basis $230 $250 Less: Capital expenditures - continuing operations (100) (100) (Increase) decrease in asset securitization program - - ----------------------------------- Free cash flow (a) $130 $150 =================================== (a) 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