##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
   FORM 10-K
   (Mark 1)x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2009o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934Commission File
    Number: 1-15157   PACTIV CORPORATION
 (Exact name of Registrant as
    Specified in its Charter)
  Delaware

36-2552989(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)1900 West Field Court
    Lake Forest, Illinois(Address of principal executive offices)

60045(Zip Code)   847) 482-2000
  Securities
    registered pursuant to Section 12 (b) of the
    Act:
  Name of each ExchangeTitle of each class

on which registeredCommon Stock ($.01 par value) and associated Preferred
    Stock Purchase Rights

New York Stock Exchange  Securities
    registered pursuant to Section 12(g) of the Act: None
  Indicate
    by check mark if the registrant is a well-known seasoned issuer,
    as defined in Rule 405 of the Securities Act.
  Yes ü     No
  Indicate by check mark if the
    registrant is not required to file reports pursuant to
    Section 13 or Section 15(d) of the Act.
  Yes      No ü
  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 ü     No
  Indicate by check mark whether the
    registrant has submitted electronically and posted on its
    corporate Web site, if any, every Interactive Data File required
    to be submitted and posted pursuant to Rule 405 of
    Regulation S-T
    (§ 232.405 of this chapter) during the preceding
    12 months (or for such shorter period that the registrant
    was required to submit and post such files).
  Yes      No
  Indicate by check mark if
    disclosure of delinquent filers pursuant to Item 405 of
    Regulation S-K
    is not contained herein, and will not be contained, to the best
    of registrants knowledge, in definitive proxy or
    information statements incorporated by reference in
    Part III of this
    Form 10-K
    or any amendment to this
    Form 10-K.
  Rule 12b-2
  Large accelerated
    filer ü

Accelerated filer

Non-accelerated filer

Smaller Reporting company(Do not check if a smaller reporting
    company)   Indicate by check mark whether the
    registrant is a shell company (as defined by
    Rule 12b-2
    of the Exchange Act).
  Yes      No ü
  State the aggregate market value of
    the voting and non-voting common equity held by non-affiliates
    of the registrant. The aggregate market value is computed by
    reference to the price at which the stock was sold, or the
    average bid and asked prices of such stock, as of the last
    business day of the registrants most recently completed
    second fiscal quarter.
  Class of Voting Stock and Number of Shares

Market Value of Common Stock held byHeld by Non-Affiliates at June 30, 2009

Non-AffiliatesCommon Stock 131,840,454 shares

$2,860,937,852     Documents Incorporated by Reference:
  Part of the Form 10-KDocument

into which incorporatedPactiv Corporations Definitive Proxy Statement for
    the Annual Meeting of Shareholders to be held May 14, 2010

Part III




---



##### 





TABLE OF
    CONTENTS
   
 PART IItem 1.


Business


1Item 1A.


Risk Factors


4Item 1B.


Unresolved Staff Comments


6Item 2.


Properties


6Item 3.


Legal Proceedings


6Item 4.


Submission of Matters to a Vote of Security
    Holders


6Item 4.1


Executive Officers of the Registrant


6PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters, and Issuer Purchases of Equity
    Securities


8Item 6.


Selected Financial Data


10Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


11Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


24Item 8.


Financial Statements and Supplementary Data


25Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


64Item 9A.


Controls and Procedures


64Item 9B.


Other Information


64PART IIIItem 10.


Directors, Executive Officers, and Corporate
    Governance


64Item 11.


Executive Compensation


64Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


65Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


65Item 14.


Principal Accounting Fees and Services


65PART IVItem 15.


Exhibits, Financial Statement Schedules


65EX-18EX-21EX-23EX-24EX-31.1EX-31.2EX-32.1EX-32.2




---



##### Table of Contents



ITEM 1.
    Business.  Overview
      
    Consumer Productsmanufactures 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®.
    Foodservice/Food Packagingmanufactures 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, other institutional foodservice outlets, food
    processors, and grocery chains.
    Otherincludes corporate and administrative service
    operations and retiree benefit income and expense.        Products
    and Markets
  Consumer
    Products
       Hefty®

   Hefty®

    Ultra
    Flex®

   Hefty®

Hearty
Mealstm   Hefty®

    Baggies®

   Hefty®

    Cinch
    Sak®

   Hefty®

    Elegantware®   Kordite®

   Hefty®

    The
    Gripper®

   Hefty®

    Zoo
    Pals®   Hefty®

    OneZip®

   Hefty®

    Kitchen
    Fresh®

   Hefty®

    Easy
    Grip®   Hefty®

    Odor
    Block®

   Hefty®

    Renew®

   Hefty®

    EZ
    Foil®     Foodservice/Food
    Packaging
   1




---



##### Table of Contents



Business
    Strategy
    Market
    Presence
    
    Strength of our
    Hefty®

    brands
    Breadth of our product lines
    Ability to offer one-stop shopping to our customers
    Strength of our supply chain capabilities  New
    Products
    Service
    Capabilities
    Productivity/Cost
    Reduction
   2




---



##### Table of Contents



Strategic
    Acquisitions
  and/or
    Marketing,
    Distribution, and Customers
      Analysis
    of Sales
    2009


2008


2007(In millions)

Amount


% Total


Amount


% Total


Amount


% TotalConsumer Products

$
1,285



38
%

$
1,342



38
%

$
1,221



38
%Foodservice/Food Packaging


2,075



62



2,225



62



2,032



62Total

$
3,360



100
%

$
3,567



100
%

$
3,253



100
%     Competition
    Raw
    Materials
    Environmental
    Regulation
   3




---



##### Table of Contents



Change in
    Accounting Method
  last-in, first-in, 250-10
  Other
      Available
    Information
    
    Annual reports on
    Form 10-K
    Quarterly reports on
    Form 10-Q
    Current reports on
    Form 8-K
    Amendments to these reports
    Code of business conduct/ethics
    Code of ethical conduct for financial managers
    Certain other corporate governance documents  Form 10-K
  ITEM 1A.
    Risk
    Factors.  Managements Discussion and Analysis of Financial
    Condition and Results of Operations)
  Product
    Changes and Innovation
   4




---



##### Table of Contents



Changes
    in Customers
      Increases
    in Production Costs
      Laws
    Relating to Use or Manufacture of Plastic Products
    Growth/Acquisitions
    and Divestitures
    International
    Issues
    Pension
    Plans
   5




---



##### Table of Contents




    Assumptions regarding the long-term rate of return on pension
    assets and other factors
    Interest rate used to discount projected benefit obligations
    Level of amortization of actuarial gains and losses
    Governmental regulations relating to funding of retirement plans
    in the U.S. and foreign countries
    Financial market performance  ITEM 1B.
    Unresolved
    Staff Comments.    ITEM 2.
    Properties.  Headquarters
  (847) 482-2000.
  Manufacturing
    and Distribution Facilities
      ITEM 3.
    Legal
    Proceedings.    ITEM 4.
    Submission
    of Matters to a Vote of Security Holders.    ITEM 4.1.
    Executive
    Officers of the Registrant.  Form 10-K Regulation S-K.
  Richard L. Wambold, 58, Chairman of the Board of Directors,
    President, and Chief Executive Officer.
 6




---



##### Table of Contents



Edward T. Walters, 58, Senior Vice President and Chief
    Financial Officer.
  Joseph E. Doyle, 50, Vice President, General Counsel, and
    Secretary.
  Peter J. Lazaredes, 59, Executive Vice President and General
    Manager, Foodservice/Food Packaging
  John N. Schwab, 60, Senior Vice President and General
    Manager,
    Hefty®

    Consumer Products. ®
  Michael O. Oliver, 56, Vice President and Chief Human
    Resources Officer.
 7




---



##### Table of Contents



PART II  ITEM 5.
    Market
    for Registrants Common Equity, Related Stockholder
    Matters, and Issuer Purchases of Equity
    Securities.    2009

2008Price/share

Dividends

Price/share

DividendsHigh

Low

paid

High

Low

paidFirst quarter

$
25.31


$
10.62


$



$
29.52


$
23.00


$
Second quarter


23.52



14.01







27.34



20.82



Third quarter


26.81



20.04







28.49



18.98



Fourth quarter


27.71



22.27







26.95



20.44



        8




---



##### Table of Contents



®
  Cumulative
    Total Return
    Based on an assumed initial investment of $100 on
    December 31, 2004
    with dividends reinvested
  
  December 31,2004


2005


2006


2007


2008


2009Pactiv Corp.

$
100


$
87


$
141


$
105


$
98


$
95S&P
    500®

    Index

$
100


$
105


$
121


$
128


$
81


$
102Custom Composite Index (5 stocks)

$
100


$
108


$
129


$
123


$
95


$
123  9




---



##### Table of Contents



ITEM 6.
    Selected
    Financial Data.  For the years ended December 31(In millions, except per share data)

2009


2008 (1)


2007 (1)


2006 (1)


2005 (1)Statement of IncomeSalesConsumer Products

$
1,285


$
1,342


$
1,221


$
1,085


$
989Foodservice/Food Packaging


2,075



2,225



2,032



1,832



1,7673,360



3,567



3,253



2,917



2,756Income from continuing operations attributable to Pactiv, net of
    income tax (2)


308



220



243



278



145Discontinued operations, net of tax


15



(4
)


1



(3
)


(89
)Net income attributable to Pactiv

$
323


$
216


$
244


$
275


$
56Weighted average number of shares of common stock outstandingDiluted


133.471



132.473



132.870



139.704



148.849Earnings (loss) per share attributable to Pactiv common
    shareholdersDilutedContinuing operations (3)

$
2.31


$
1.66


$
1.83


$
1.99


$
0.97Discontinued operations


0.11



(0.03
)


0.01



(0.02
)


(0.60
)$
2.42


$
1.63


$
1.84


$
1.97


$
0.37Statement of Financial PositionTotal assets

$
3,574


$
3,761


$
3,798


$
2,792


$
2,854Short-term debt, including current maturities of long-term debt


5











98



3Long-term debt


1,270



1,345



1,574



771



869Pactiv shareholders equity


985



671



1,257



887



854Statement of Cash FlowsCash provided by operating activities

$
161


$
350


$
437


$
372


$
266Cash provided (used) by investing activities


(129
)


(137
)


(1,164
)


(75
)


283Cash provided (used) by financing activities


(66
)


(226
)


638



(294
)


(595
)Pension contributions (4)


550















Expenditures for property, plant, and equipment


111



136



151



78



143   Other
    Information:
      (1)
    
    2008 through 2005 have been
    adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.(2)
    
    Includes restructuring and other
    charges (credits) of $16 million in 2008, ($1) million
    in 2006, and $6 million in 2005, as well as a realized
    foreign currency exchange gain of $31 million in 2006.(3)
    
    2006 includes $0.14 per share for a
    realized foreign currency exchange gain and $0.21 for income tax
    liability adjustments.(4)
    
    In 2009, pension contributions were
    $411 million net of income tax.   10




---



##### Table of Contents



ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Basis of
    Presentation
              
    Consumer Productsmanufactures 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®.
    Foodservice/Food Packagingmanufactures 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, other institutional foodservice outlets, food
    processors, and grocery chains.
    Otherincludes corporate and administrative service
    operations and retiree benefit income and expense.    last-in, first-in, 250-10
  Subsequent
    Events
   11




---



##### Table of Contents



Executive
    Overview
  Business
        Consumer products ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ®
  Foodservice and food packaging products
  Significant
    Trends, Opportunities, and Challenges
  Risks
      
    The impact of raw material cost volatility
    The ability to maintain or increase selling prices
    The continued effectiveness of our productivity and procurement
    initiatives
    Economic and financial market conditions   
    Potential changes in consumer demand or governmental regulations
    Possible supplier and customer consolidations
    Potential increases in foreign-based competition
    Possible growth in market share of unbranded products    
    Adjusting selling prices to offset raw material price movements
    Implementing aggressive cost management and productivity programs
    Leveraging our existing products into new distribution channels
    Introducing innovative new products
    Making strategic acquisitions
    Growing our business by following, where appropriate, our dual
    brand/private label strategy 12




---



##### Table of Contents



Raw
    Materials and Energy-Related Costs
    Polystyrene (cents/lb.)

Polyethylene (cents/lb.)(LINE GRAPH)

(LINE GRAPH)       Demand
    Productivity
    Improvements
    Pension
   13




---



##### Table of Contents



Restructuring
    Results
    of Continuing Operations
  Year
    2009 compared with 2008
  Sales
  Increase (decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
1,285


$
1,342


$
(57
)


(4.2
)%Foodservice/Food Packaging


2,075



2,225



(150
)


(6.7
)Total

$
3,360


$
3,567


$
(207
)


(5.8
)%         Operating
    Income
  Increase (decrease)(In millions)

2009


2008 (1)


Amount


PercentConsumer Products

$
297


$
207


$
90



43.5
%Foodservice/Food Packaging


300



234



66



28.2Other


(18
)


3



(21
)


(700.0
)Total

$
579


$
444


$
135



30.4
%     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.   14




---



##### Table of Contents



Operating income - twelve months ended December 31, 2008GAAP


Restructuring and


Excluding restructuring(In millions)

basis (1)


other


and otherConsumer Products

$
207


$
5


$
212Foodservice/Food Packaging


234



10



244Other


3



1



4Total

$
444


$
16


$
460     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.      Increase (decrease)(In millions)

2009


2008 (1)


Amount


PercentConsumer Products

$
297


$
212


$
85



40.1
%Foodservice/Food Packaging


300



244



56



23.0Other


(18
)


4



(22
)


(550.0
)Total

$
579


$
460


$
119



25.9
%     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.  ® ®
      Income
    Taxes
    Income
    from Continuing Operations attributable to Pactiv
   15




---



##### Table of Contents



Discontinued
    Operations
  Income
    (Loss) from Discontinued Operations
      At December 31(In millions)

2009


2008Current liabilities

$



$
Noncurrent liabilities


11



30Total liabilities related to discontinued operations

$
11


$
30   Liquidity
    and Capital Resources
  Capitalization
  IncreaseAt December 31(In millions)

2009


2008 (1)


(decrease)Short-term debt, including current maturities of long-term
    debt (2)

$
5


$



$
5Long-term debt


1,270



1,345



(75
)Total debt


1,275



1,345



(70
)Noncontrolling interest


16



16



Pactiv shareholders equity


985



671



314Total capitalization

$
2,276


$
2,032


$
244Ratio of total debt to total capitalization


56.0
%


66.2
%     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.(2)
    
    Short-term debt payable in December 2010.     Pactivshareholders


Noncontrolling(In millions)

equity


interest


TotalTotal equity at December 31, 2008 (1)

$
671


$
16


$
687Increase (decrease) in equityPension and postretirement benefit liability adjustments


(40
)






(40
)Foreign currency translation adjustments


13







13Gain (loss) on derivatives


(1
)






(1
)Net income


323



1



324Stock-based compensation and common stock issued in connection
    with stock option exercises


19







19Dividends paid to noncontrolling interest






(1
)


(1
)Total equity at December 31, 2009

$
985


$
16


$
1,001     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements. 16




---



##### Table of Contents



Cash
    Flows
    Increase(decrease)(In millions)

2009


2008


in cash flowCash provided (used) by:Operating activities

$
161


$
350


$
(189
)Investing activities


(129
)


(137
)


8Financing activities


(66
)


(226
)


160         Capital
    Commitments
    Contractual
    Obligations
    Due inLess than 1








More than(In millions)

Total


year


1-3 years


3-5 years


5 yearsLong-term debt obligations (1)

$
2,275


$
99


$
431


$
158


$
1,587Operating lease obligations


137



30



43



24



40Purchase obligations (2)


408



275



133







Other long-term liabilities (3)


158



20



30



44



64Total

$
2,978


$
424


$
637


$
226


$
1,691     (1)
    
    Includes fixed rate notes, plus related interest payment
    obligations, based on rates in effect at December 31, 2009.(2)
    
    Includes open capital commitments, amounts related to the
    purchase of minimum quantities of raw materials at current
    market prices under supply agreements and other long-term vendor
    agreements with specific payment provisions and early
    termination penalties.(3)
    
    Includes undiscounted workers compensation obligations,
    and undiscounted and unfunded postretirement medical and
    supplemental pension funding requirements.  Liquidity
    and Off-Balance Sheet Financing
  5-year
 17




---



##### Table of Contents



Twelve months ended(In millions)

December 31, 2009Net income attributable to Pactiv (1)

$
323Adjustments:Noncash restructuring and other (2)


(1
)Discontinued operations, net of tax (l)


(15
)Interest expense, net of interest capitalized (1)


94Income tax expense (1)


177Depreciation and amortization (1)


184Noncontrolling interest (1)


1EBITDA

$
763EBITDA

$
763Interest expense, net of interest capitalized (1)


94Interest coverage ratio


8.12Total debt (3)

$
1,275EBITDA


763Total debt to EBITDA ratio


1.67     (1)
    
    Amounts per the consolidated statement of income.(2)
    
    Amounts per the consolidated statement of cash flows.(3)
    
    Amounts per the consolidated statement of financial position.        24-month
   18




---



##### Table of Contents



Year
    2008 compared with 2007
  Sales
  Increase (decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
1,342


$
1,221


$
121



9.9
%Foodservice/Food Packaging


2,225



2,032



193



9.5Total

$
3,567


$
3,253


$
314



9.7
%         Operating
    Income
  Increase (decrease)(In millions)

2008 (1)


2007 (1)


Amount


PercentConsumer Products

$
207


$
226


$
(19
)


(8.4
)%Foodservice/Food Packaging


234



245



(11
)


(4.5
)Other


3



(2
)


5



250.0Total

$
444


$
469


$
(25
)


(5.3
)%     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.      Operating income - twelve months ended December 31, 2008GAAP


Restructuring and


Excluding restructuring(In millions)

basis (1)


other


and otherConsumer Products

$
207


$
5


$
212Foodservice/Food Packaging


234



10



244Other


3



1



4Total

$
444


$
16


$
460     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements. 19




---



##### Table of Contents



Increase (decrease)(In millions)

2008 (1)


2007 (1)


Amount


PercentConsumer Products

$
212


$
226


$
(14
)


(6.2
)%Foodservice/Food Packaging


244



245



(1
)


(0.4
)Other


4



(2
)


6



300.0Total

$
460


$
469


$
(9
)


(1.9
)%     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.        Income
    Taxes
    Income
    from Continuing Operations attributable to Pactiv
    Discontinued
    Operations
  Income
    (Loss) from Discontinued Operations
    740-10,
 20




---



##### Table of Contents



Changes
    in Accounting Principles
      Critical
    Accounting Policies
    Revenue
    Recognition
    Inventory
    Valuation
  and/or
    250-10
  Pension
    Plans
  715-20,
 21




---



##### Table of Contents



22




---



##### Table of Contents



CAUTIONARY
    STATEMENT FOR PURPOSES OF SAFE HARBOR PROVISIONS
    OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
    1995
  Form 10-K,
    
    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.
    Changes in
    U.S. and/or
    foreign governmental regulations relating to pension plan
    funding.
    Changes enacted by the Securities and Exchange Commission, 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 have acquired
    and may acquire or to dispose of businesses or business segments
    that we may wish to divest. 23




---



##### Table of Contents



ITEM 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.  Derivative
    Financial Instruments
    Commodity
    Derivatives
    Cash
    Flow Hedges
    Interest
    Rates
    5-year
      Maturities(In millions, except percentages)

2010


2012


Thereafter


TotalFixed rate debt





$
250


$
1,026


$
1,276Average interest rate






5.7
%


7.7
%


7.3
%Fair value





$
267


$
1,195


$
1,462Floating rate debt

$
5










$
5Average interest rate


0.4
%










0.4
%Fair value

$
5










$
5      24




---



##### 



ITEM 8.
    Financial
    Statements and Supplementary Data.  Index of
    the Financial Statements of Pactiv Corporation
    and Consolidated Subsidiaries
   
 PageManagements Report on Internal Control Over
    Financial Reporting


26Reports of Independent Registered Public
    Accounting Firm


27Consolidated Statement of Income for the three
    years ended December 31, 2009


29Consolidated Statement of Financial Position at
    December 31, 2009, and 2008


30Consolidated Statement of Cash Flows for the
    three years ended December 31, 2009


31Consolidated Statement of Changes in Equity for
    the three years ended December 31, 2009


32Consolidated Statement of Comprehensive Income
    (Loss) for the three years ended December 31, 2009


33Notes to Financial Statements


34   25




---



##### Table of Contents



Managements
    Report on Internal Control over Financial
    Reporting  Rules 13a-15(f)
       26




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm              ERNST &
    YOUNG LLP
    27




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                ERNST &
    YOUNG LLP
    28




---



##### Table of Contents



Consolidated
    Statement of Income  For years ended December 31(In millions, except share and per share data)

2009


2008 (1)


2007 (1)SalesConsumer Products

$
1,285


$
1,342


$
1,221Foodservice/Food Packaging


2,075



2,225



2,0323,360



3,567



3,253Costs and expensesCost of sales, excluding depreciation and amortization


2,241



2,638



2,325Selling, general, and administrative


349



281



286Depreciation and amortization


184



182



166Other


7



6



7Restructuring and other






16



2,781



3,123



2,784Operating income


579



444



469Other income (expense)Interest income


1



2



5Interest expense, net of interest capitalized


(94
)


(106
)


(96
)Income before income taxes


486



340



378Income tax expense


177



119



133Income from continuing operations


309



221



245Discontinued operations, net of tax


15



(4
)


1Net income


324



217



246Less: Net income attributable to the noncontrolling interest


1



1



2Net income attributable to Pactiv

$
323


$
216


$
244Amounts attributable to Pactiv common shareholdersIncome from continuing operations, net of tax

$
308


$
220


$
243Discontinued operations, net of tax


15



(4
)


1Net income

$
323


$
216


$
244Earnings per shareWeighted-average number of shares of common stock outstandingBasic


131,967,907



130,925,861



130,912,229Diluted


133,471,047



132,473,458



132,869,555Basic earnings per share of common stock attributable to Pactiv
    common shareholdersContinuing operations

$
2.33


$
1.68


$
1.85Discontinued operations


0.12



(0.03
)


0.01Total

$
2.45


$
1.65


$
1.86Diluted earnings per share of common stock attributable to
    Pactiv common shareholdersContinuing operations

$
2.31


$
1.66


$
1.83Discontinued operations


0.11



(0.03
)


0.01Total

$
2.42


$
1.63


$
1.84     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.   29




---



##### Table of Contents



Consolidated
    Statement of Financial Position  At December 31(In millions, except share data)

2009


2008 (1)AssetsCurrent assetsCash and temporary cash investments

$
46


$
80Accounts and notes receivableTrade, less allowances of $6 and $7 at the respective dates


277



264Other


51



47Total accounts and notes receivable


328



311InventoriesFinished goods


240



209Work in process


39



55Raw materials


63



78Other materials and supplies


48



49Total inventories


390



391Deferred income tax assets


53



Other


15



15Total current assets


832



797Property, plant, and equipment, net


1,172



1,209Other assetsGoodwill


1,135



1,128Intangible assets, net


372



396Noncurrent deferred income tax asset






161Other


63



70Total other assets


1,570



1,755Total assets

$
3,574


$
3,761Liabilities and equityCurrent liabilitiesShort-term debt, including current maturities of long-term debt

$
5


$
Accounts payable


144



115Taxes accrued


24



14Interest accrued


20



20Accrued promotions, rebates, and discounts


73



68Accrued payroll and benefits


97



66Other


54



55Total current liabilities


417



338Long-term debt


1,270



1,345Deferred income taxes


61



Pension and postretirement benefits


694



1,266Other


120



95Noncurrent liabilities related to discontinued operations


11



30Pactiv shareholders equityCommon stock  $0.01 par value,
    350,000,000 shares authorized, 132,334,417 and
    131,510,270 shares issued and outstanding, after deducting
    39,448,760 and 40,272,907 shares held in treasury, at the
    respective dates


1



1Premium on common stock and other capital surplus


729



710Accumulated other comprehensive income (loss)Currency translation adjustment


(3
)


(16
)Pension and postretirement plans


(1,729
)


(1,689
)Gain (loss) on derivatives


6



7Retained earnings


1,981



1,658Total Pactiv shareholders equity


985



671Noncontrolling interest


16



16Total equity


1,001



687Total liabilities and equity

$
3,574


$
3,761     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.   30




---



##### Table of Contents



Consolidated
    Statement of Cash Flows  For the twelve months ended December 31(In millions)

2009


2008 (1)


2007 (1)Operating activitiesNet income

$
324


$
217


$
246Discontinued operations


(15
)


4



(1
)Income from continuing operations


309



221



245Adjustments to reconcile income from continuing operations to
    cash provided (used) by operating activities:Depreciation and amortization


184



182



166Deferred income taxes


208



112



37Restructuring and other


(1
)


12



Pension income


(36
)


(49
)


(50
)Noncash compensation expense


16



16



9Pension contributions


(550
)






Changes in components of working capital(Increase) decrease in receivables


(16
)


(14
)


103(Increase) decrease in inventories


7



22



4(Increase) decrease in prepayments and other current assets


1



(2
)


Increase (decrease) in accounts payable


28



(45
)


(26
)Increase (decrease) in taxes accrued


(30
)


(66
)


(16
)Increase (decrease) in interest accrued






(2
)


15Increase (decrease) in other current liabilities


36



(23
)


(37
)Other


8



(6
)


(5
)Cash provided (used) by operating activities 
    continuing operations


164



358



445Cash provided (used) by operating activities 
    discontinued operations


(3
)


(8
)


(8
)Cash provided (used) by operating activities

$
161


$
350


$
437Investing activitiesExpenditures for property, plant, and equipment

$
(111
)

$
(136
)

$
(151
)Acquisitions of businesses and assets


(20
)






(1,015
)Net proceeds from the sale of a business or assets










2Other investing activities


2



(1
)


Cash provided (used) by investing activities

$
(129
)

$
(137
)

$
(1,164
)Financing activitiesIssuance of common stock

$
6


$
8


$
19Purchase of common stock






(2
)


(108
)Issuance of long-term debt, net of discounts










498Retirement of long-term debt










(99
)Revolving credit facility borrowings










432Revolving credit facility payment


(70
)


(230
)


(132
)Dividends paid to noncontrolling interest


(1
)


(1
)


(1
)Other


(1
)


(1
)


29Cash provided (used) by financing activities

$
(66
)

$
(226
)

$
638Effect of foreign exchange rate changes on cash and temporary
    cash investments






(2
)


3Increase (decrease) in cash and temporary cash investments


(34
)


(15
)


(86
)Cash and temporary cash investments, January 1


80



95



181Cash and temporary cash investments, December 31

$
46


$
80


$
95Supplemental disclosure of cash flow informationCash paid for interest

$
93


$
109


$
81Cash paid for income taxes  continuing operations


4



59



94Cash paid for income taxes  discontinued operations


4



7



8     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.   31




---



##### Table of Contents



Consolidated
    Statement of Changes in Equity  Pactiv ShareholdersPremium on





Accumulatedcommon stock





otherCommon


and other


Retained


comprehensive


Noncontrolling


Total(In millions, except share amounts)

stock


capital surplus


earnings


income (loss)


interest


equityBalance, December 31, 2006 (1)

$
1


$
757


$
1,191


$
(1,063
)

$
10


$
896Premium on common stock issued (1,138,286 shares)






19















19Treasury stock repurchased (3,374,821 shares)






(108
)














(108
)Translation of foreign currency statements














15



1



16Stock-based compensation






15















15Gain (loss) on derivatives














8







8Pension and postretirement benefit liability adjustments, net of
    tax of $116














178







178Dividends paid to noncontrolling interest


















(1
)


(1
)Purchase of equity from noncontrolling interest


















3



3Net income










244







2



246Balance, December 31, 2007 (1)

$
1


$
683


$
1,435


$
(862
)

$
15


$
1,272Premium on common stock issued (1,028,245 shares)






25















25Treasury stock repurchased (75,218 shares)






(2
)














(2
)Translation of foreign currency statements














(40
)


1



(39
)Stock-based compensation






4















4Gain (loss) on derivatives














(1
)






(1
)Impact of adopting ASC
    715-20-65
    measurement date change, net of tax of $4










7











7Pension and postretirement benefit liability adjustments, net of
    tax of $(468)














(795
)






(795
)Dividends paid to noncontrolling interest


















(1
)


(1
)Net income










216







1



217Balance, December 31, 2008 (1)

$
1


$
710


$
1,658


$
(1,698
)

$
16


$
687Premium on common stock issued (806,759 shares)






19















19Translation of foreign currency statements














13







13Stock-based compensation






















Gain (loss) on derivatives














(1
)






(1
)Pension and postretirement benefit liability adjustments, net of
    tax of $16














(40
)






(40
)Dividends paid to noncontrolling interest


















(1
)


(1
)Net income










323







1



324Balance, December 31, 2009

$
1


$
729


$
1,981


$
(1,726
)

$
16


$
1,001     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.   32




---



##### Table of Contents



Consolidated
    Statement of Comprehensive Income (Loss)  Twelve Months Ended December 31,(In millions)

2009


2008 (1)


2007 (1)Net income

$
324


$
217


$
246Other comprehensive income (loss)Pension and postretirement plans


(40
)


(795
)


178Net currency translation gain (loss)


13



(39
)


16Gain (loss) on derivatives


(1
)


(1
)


8Total other comprehensive income (loss)


(28
)


(835
)


202Consolidated comprehensive income (loss)


296



(618
)


448Comprehensive income (loss) attributable to the noncontrolling
    interest


1



2



3Comprehensive income (loss) attributable to Pactiv

$
295


$
(620
)

$
445     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.   33




---



##### Table of Contents



Notes to
    Financial Statements  Note 1.
    Basis of
    Presentation        
    Consumer Productsmanufactures 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®.
    Foodservice/Food Packagingmanufactures 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, other institutional foodservice outlets, food
    processors, and grocery chains.
    Otherincludes corporate and administrative service
    operations and retiree benefit income and expense.    last-in, first-in, 250-10
  Subsequent
    Events
        Note 2.
    Summary
    of Accounting Policies  Consolidation
   34




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
  Foreign
    Currency Translation
  end-of-period
  Cash
    and Temporary Cash Investments
    Accounts
    and Notes Receivable
      Inventories
  and/or
    250-10
 35




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
    Year Ended

Year EndedDecember 31, 2008

December 31, 2007As Originally



As Originally(In millions, except per share data)

Reported

As Adjusted

Reported

As AdjustedCost of Sales, excluding depreciation and amortization

$
2,636


$
2,638


$
2,322


$
2,325Operating income


446



444



472



469Income tax expense


120



119



135



133Income from continuing operations


222



221



246



245Net income attributable to Pactiv


217



216



245



244Earnings (loss) per share of common stock:Basic

$
1.66


$
1.65


$
1.87


$
1.86Diluted

$
1.64


$
1.63


$
1.85


$
1.84     December 31, 2008As Originally(In millions)

Reported

As AdjustedInventories

$
344


$
391Deferred income tax assets


14



Goodwill


1,124



1,128Other current liabilities


50



55Retained earnings


1,626



1,658     Year Ended

Year EndedDecember 31, 2008

December 31, 2007As Originally



As Originally(In millions)

Reported

As Adjusted

Reported

As AdjustedNet income

$
218


$
217


$
247


$
246Deferred income taxes


113



112



38



37(Increase) decrease in inventories


20



22



1



4  36




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
    Year Ended


Year EndedDecember 31, 2008


December 31, 2007As Originally





As Originally(In millions)

Reported


As Adjusted


Reported


As AdjustedOperating income (loss)Consumer Products

$
207


$
207


$
227


$
226Foodservice/Food Packaging


236



234



247



245Other


3



3



(2
)


(2
)Total operating income (loss)

$
446


$
444


$
472


$
469Total assetsConsumer Products

$
1,307


$
1,326


$
1,345


$
1,365Foodservice/Food Packaging


2,070



2,102



2,125



2,159Other


348



333



295



274Total assets

$
3,725


$
3,761


$
3,765


$
3,798     Property,
    Plant, and Equipment, Net
        Goodwill
    and Intangibles, Net
      
    The first step requires that the fair value of individual
    reporting units be compared with their respective carrying
    values. If the carrying value of a reporting unit exceeds its
    fair value, a second step is performed to measure the amount of
    impairment, if any.
    The second step requires that the fair value of a reporting unit
    be allocated to all of its assets and liabilities, including
    indefinite-lived intangibles. Any remaining fair value is the
    implied goodwill, which is then compared with the carrying value
    of goodwill.   37




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
          Environmental
    Liabilities
  clean-up clean-up
  Revenue
    Recognition
    Freight
   38




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
  General
    and Administrative Expenses
    For the years ended December 31(In millions)

2009


2008


2007Pension income (recorded as an offset to selling, general, and
    administrative costs)

$
44


$
54


$
54Pension service costs associated with production operations
    (recorded in cost of sales)


(8
)


(5
)


(4
)Total noncash pension income

$
36


$
49


$
50   Research
    and Development
    Advertising
    Stock-Based
    Compensation
  718-10 718-10
  Income
    Taxes
      Earnings
    Per Share
   39




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
  Risk
    Management
        Changes
    in Accounting Principles
  105-10, 105-10 105-10
  820-10, 820-10 820-10, 820-10
  715-20, 715-20-65
  825-10, 825-10 825-10 820-10. 825-10
  805-10, 805-10
 40




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
  805-10 740-10, 805-10 805-10. 805-10
  810-10-45, 810-10-45 810-10-45 810-10-45
  815-10-65, 815-10 815-10 815-10
  825-10-65, 825-10-65 825-10-65 270-10, 825-10-65
  855-10, 855-10 855-10
  715-20-65 715-20-65 715-20-65
   41




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
    Estimates
    Note 3.
    Restructuring
    and Other    Asset(In millions)

Severance


write-offs


Other (1)


TotalRestructuring costs for the year ended December 31, 2008Consumer Products

$
2


$
7


$
(4
)

$
5Foodservice/Food Packaging


6



2



2



10Other


1











1Total

$
9


$
9


$
(2
)

$
16     (1)
    
    Consists principally of a gain on the sale of one of our
    facilities and asset removal and transfer costs.  Note 4.
    Business
    Combinations    15-year
   42




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
    (In millions)Current assets

$
4Property, plant, and equipment


13Intangible assets


3Goodwill


1Total assets acquired


21Current liabilities


1Total liabilities assumed


1Net assets acquired

$
20     Note 5.
    Discontinued
    Operations      At December 31(In millions)

2009


2008Current liabilities

$



$
Noncurrent liabilities


11



30Total liabilities related to discontinued operations

$
11


$
30  43




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
   Note 6.
    Long-Term
    Debt, Short-Term Debt, and Financing Arrangements  Long-Term
    Debt
  At December 31(In millions)

2009


2008Notes due 2010, effective interest rate of 0.4%

$



$
5Borrowings under a
    5-year,
    $750 million revolving credit facility






70Notes due 2012, effective interest rate of 5.7%


250



250Notes due 2017, effective interest rate of 8.1%


300



300Notes due 2018, effective interest rate of 6.3%, net of
    $1 million of unamortized discount


249



249Notes due 2025, effective interest rate of 7.9%, net of
    $1 million of unamortized discount


275



275Notes due 2027, effective interest rate of 8.4%, net of
    $4 million of unamortized discount


196



196Total long-term debt

$
1,270


$
1,345   Short-Term
    Debt
  At December 31(In millions)

2009

2008Current maturities of long-term debt

$
5


$
           Note 7.
    Financial
    Instruments  Asset
    and Liability Instruments
    Instruments
    with Off-Balance Sheet Risk (Including
    Derivatives)
   44




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
  Cash Flow
    Hedges
    Foreign
    Currency
    Interest
    Rates
    Commodity
  mark-to-market
    Fair
    Value Measurements
  820-10-35
   45




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
    (Gain) or LossReclassified from OCI intoGain or (Loss)



IncomeRecognized in OCI

Location of Gain or (Loss)

(Effective(Effective Portion)

Reclassified from OCI into

Portion)(In millions)

2009

2008

Income (Effective Portion)

2009

2008Commodity Contracts

$



$



Cost of Sales

$
(2
)

$
Interest Rate Contracts

$



$



Interest Expense

$
(1
)

$
(1
)     Note 8.
    Goodwill
    and Intangible Assets    Consumer


Foodservice/(In millions)

Products


Food Packaging


TotalBalance, December 31, 2007 (1)

$
288


$
839


$
1,127Goodwill adjustment


3



13



16Foreign currency translation adjustment






(15
)


(15
)Balance, December 31, 2008 (1)

$
291


$
837


$
1,128Goodwill additions






1



1Goodwill adjustment






(1
)


(1
)Foreign currency translation adjustment






7



7Balance, December 31, 2009

$
291


$
844


$
1,135     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.  15-year
    December 31, 2009


December 31, 2008Accumulated





Accumulated(In millions)

Carrying value


amortization


Carrying value


amortizationIntangible assets subject to amortizationPatents

$
87


$
74


$
87


$
69Customer relationships


209



36



206



21Other


145



88



145



81441



198



438



171Intangible assets not subject to amortization (primarily
    trademarks)


129







129



$
570


$
198


$
567


$
171  46




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
    Note 9.
    Property,
    Plant, and Equipment, Net  (In millions)

December 31, 2009


December 31, 2008Original costLand, buildings, and improvements

$
667


$
654Machinery and equipment


1,929



1,808Other, including construction in progress


96



125$
2,692


$
2,587Less accumulated depreciation and amortization


(1,520
)


(1,378
)Net property, plant, and equipment

$
1,172


$
1,209     Note 10.
    Income
    Taxes    (In millions)

2009


2008 (1)


2007 (1)Income (loss) from continuing operations before income taxesU.S. operations

$
458


$
321


$
357Foreign operations


28



19



21Total

$
486


$
340


$
378     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.    (In millions)

2009


2008 (1)


2007 (1)CurrentFederal

$
(35
)

$
10


$
71State and local


(2
)


(4
)


14Foreign


7



1



12(30
)


7



97DeferredFederal


186



101



31State and local


19



7



3Foreign


2



4



2207



112



36Total income tax expense

$
177


$
119


$
133     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements. 47




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
     2009


2008 (1)


2007 (1)U.S. statutory federal income tax rate


35.0
%


35.0
%


35.0
%Increase (decrease) in income tax rateForeign income taxed at various rates


(0.2
)


(0.5
)


0.5State and local taxes on income, net of federal income tax
    benefit


2.3



(0.3
)


3.0Domestic production deduction


0.0



(0.1
)


(1.3
)Research and experimentation credit


(0.2
)


(0.1
)


(0.3
)Income tax reserve increase


0.5



2.8



1.4Income tax reserve decrease


(0.9
)


(1.8
)


(2.2
)Other


(0.1
)


0.1



(0.8
)Effective income tax rate


36.4
%


35.1
%


35.5
%     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.    December 31(In millions)

2009


2008 (1)Deferred tax assetsTax loss carryforwardsFederal

$
42


$
15State and local


3



Foreign


12



18Tax Credits


15



5Pensions (2)


240



412Postretirement benefits


37



38Benefits of ASC
    740-10


11



11Other items


29



14Valuation allowance (3)


(35
)


(33
)Total deferred tax assets

$
354


$
480Deferred tax liabilitiesProperty and equipment


362



324Total deferred tax liabilities


362



324Net deferred tax (assets) liabilities

$
8


$
(156
)     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.(2)
    
    Decrease mainly due to realized tax benefits from pension
    contributions.(3)
    
    Related to federal and foreign tax loss and tax credit
    carryforwards.   48




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
      740-10 740-10 740-10
    (In millions)

2009


2008Balance at January 31

$
57


$
53Increases related to prior year tax positions


20



12Decreases related to prior year tax positions


(4
)


(1
)Increases pertaining to current year tax positions


1



5Settlements


(2
)


(11
)Expiration of statute of limitations


(14
)


(1
)Balance at December 31

$
58


$
57           718-10 718-10, 718-10
 49




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
   Note 11.
    Common
    Stock    Reserves
    (In thousands)Thrift plans


8602002 incentive compensation plan


15,151Total


16,011   Stock
    Plans
  2002 Incentive Compensation Plan
      PerformancesharesOutstanding, December 31, 2007


2,058,968Granted


655,850Canceled


(128,089
)Paid


(867,663
)Outstanding, December 31, 2008


1,719,066Granted


606,325Canceled


(152,692
)Paid


(604,410
)Outstanding, December 31, 2009


1,568,289     Weighted-averagegrant date

Pretax

Associatedfair value

compensation

tax

Impact on(In millions, except per share data)

per share

expense

benefit

net income2009

$
20.10


$
16


$
6


$
102008


28.31



16



6



102007


32.64



13



5



8    50




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
    Shares under


Weighted-averageoption


exercise priceOutstanding, January 1, 2008


5,407,096


$
22.69Exercised


(559,703
)


14.52Canceled


(117,096
)


32.81Outstanding, December 31,2008


4,730,297



23.41Exercisable, December 31,2008


4,730,297



23.41Outstanding, January 1, 2009


4,730,297



23.41Exercised


(429,190
)


13.87Canceled


(683,824
)


37.88Outstanding, December 31,2009


3,617,283



21.80Exercisable, December 31,2009


3,617,283



21.80     Outstanding optionsWeighted-Weighted-average

averageremaining

exerciseRange of exercise price

Number

contractual life

price$ 7 to $12


153,691



0.8


$
11.72$13 to $21


2,040,042



2.9



18.51$22 to $29


983,839



4.7



23.98$30 to $37


263,671



8.0



32.86$38 to $45


176,040



6.3



40.003,617,283     Employee 401(k) Plans 
  Rabbi Trust 
 51




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
  Earnings
    Per Share
    (In millions, except share and per share data)

2009


2008 (1)


2007 (1)Basic earnings per shareIncome from continuing operations attributable to Pactiv

$
308


$
220


$
243Weighted-average number of shares of common stock outstanding


131,967,907



130,925,861



130,912,229Basic earnings from continuing operations per share attributable
    to Pactiv

$
2.33


$
1.68


$
1.85Diluted earnings per shareIncome from continuing operations attributable to Pactiv

$
308


$
220


$
243Weighted-average number of shares of common stock outstanding


131,967,907



130,925,861



130,912,229Effect of dilutive securitiesStock options


328,072



648,682



1,149,964Performance shares


1,175,068



897,216



805,085Restricted shares






1,699



2,277Weighted-average number of shares of common stock outstanding,
    including dilutive securities


133,471,047



132,473,458



132,869,555Diluted earnings from continuing operations per share
    attributable to Pactiv

$
2.31


$
1.66


$
1.83     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.    Average price(In millions)

Number of shares

paid per share

Total outlay2009





$



$
2008


75,218


$
26.38


$
22007


3,374,821


$
32.14


$
108   Note 12.
    Preferred
    Stock    Note 13.
    Pension
    Plans and Other Postretirement Benefits     52




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
      715-10.
   53




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
    Pension plans


Postretirement plans(In millions)

2009


2008


2009


2008Changes in projected benefit obligations (1)Benefit obligations at beginning of year

$
3,707


$
3,907


$
73


$
85Currency rate conversion


1



(5
)






Service cost of benefits earned


15



20



1



1Interest cost of benefit obligations


240



300



4



7Actuarial (gains) losses


403



(166
)


(5
)


(13
)Benefits paid


(282
)


(350
)


(11
)


(15
)Participant contributions










5



7Plan amendments






1







Medicare Part D reimbursement










1



1Projected benefit obligations at December 31

$
4,084


$
3,707


$
68


$
73Changes in fair value of plan assets (1)Fair value at beginning of year

$
2,506


$
3,920


$



$
Currency rate conversion


2



(6
)






Actual return on plan assets


665



(1,069
)






Employer contributions


556



11



6



8Participant contributions










5



7Benefits paid


(282
)


(350
)


(11
)


(15
)Fair value of plan assets at December 31

$
3,447


$
2,506


$



$
Development of amounts recognized in the statement of financial
    positionFunded status at December 31

$
(637
)

$
(1,201
)

$
(68
)

$
(73
)Amounts recognized in the statement of financial positionNoncurrent assets

$
2


$
5


$



$
Current liabilities


(8
)


(8
)


(6
)


(7
)Noncurrent liabilities


(631
)


(1,198
)


(62
)


(66
)Net asset (liability) at December 31

$
(637
)

$
(1,201
)

$
(68
)

$
(73
)Pretax amounts recognized in accumulated other comprehensive
    income (loss) at December 31Net actuarial gains (losses)

$
(2,751
)

$
(2,722
)

$
2


$
(2
)Prior service credit costs


2



2



(1
)


(1
)$
(2,749
)

$
(2,720
)

$
1


$
(3
)Other changes in plan assets and projected benefit obligations
    recognized in other comprehensive income (loss) during yearNet actuarial gains (losses)

$
(79
)





$
5Amortization of net actuarial gains


51







Prior service costs










Amortization of prior service costs










(1
)Total other comprehensive income (loss)

$
(28
)





$
4Pension





Postretirementplans





plansEffect of amortization of net actuarial losses and prior service
    creditson 2010 net periodic benefit income (expense)Net actuarial gains (losses)

$
75






$
Prior service costs










$
75






$
     (1)
    
    For 2008, the change in benefit obligation and plan assets are
    for the period beginning October 1, 2007 and ending
    December 31, 2008, including amounts recorded in the
    statement of income and in other comprehensive
    income in 2008. 54




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
     Postretirementplans, net of expected(In millions)

Pension plans

Medicare subsidy2010

$
297


$
52011


296



52012


300



52013


304



42014


318



42015-2019


1,522



23       (In millions)

2009


2008


2007Components of net periodic benefit income (expense)Service cost of benefits earned

$
(15
)

$
(16
)

$
(18
)Interest cost of benefit obligations


(240
)


(240
)


(228
)Expected return on plan assets


342



349



344Amortization of:Unrecognized net actuarial losses


(50
)


(44
)


(47
)Unrecognized prior service costs










Additional cost due to ASC
    715-20 (1)


(1
)






(1
)Total net periodic benefit income (expense)

$
36


$
49


$
50     (1)
    
    ASC 715-20,
    Compensation  Retirement Benefits, Defined
    Benefit Plans.      December 31,

December 31,

September 30,2009

2008

2007Actuarial assumptionsDiscount rate


5.75
%


6.74
%


6.39
%Compensation increases


4.00



4.00



4.00Return on assets


9.00



9.00



9.00         December 31,

December 31,(In millions)

2009

2008Projected benefit obligations

$
4,067


$
3,695Accumulated benefit obligations


4,029



3,665Fair value of plan assets


3,428



2,490  55




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
    Plan
    Assets
  non-U.S. stocks,
   56




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
    Fair value measurements at December 31, 2009Quoted prices in


Significant


Significantactive markets for


observable


unobservable(In millions)




identical assets


inputs


inputsAsset category

Total


(Level 1)


(Level 2)


(Level 3)Cash and cash equivalents

$
92


$



$
92


$
Equity securities:Common collective funds (a)


664







664



International companies


31



31







US large cap companies


1,251



1,251







US mid cap companies


360



360







US small cap companies


122



122







Fixed income securities:Common collective funds


4







4



Corporate bonds


61







61



Corporate bonds (S&P rating of A or higher)


325







325



Corporate bonds (S&P rating of lower than A)


328







328



Government securities


151







151



Mortgage backed securities


7







7



Other fixed income (b)


20







20



Other investmentsCommon collective funds


1







1



Private equity funds (c)


30











30Total

$
3,447


$
1,764


$
1,653


$
30     (a)
    
    This asset category includes funds that invest in international
    companies including companies from countries classified as
    Emerging Markets by MSCI.(b)
    
    This asset category includes municipal bonds.(c)
    
    This asset category includes venture capital funds.    Fair value measurements usingsignificant unobservable inputsPrivate equity(In millions)

funds


TotalBeginning balance at December 31, 2008

$
36


$
36Actual return on plan assets:Relating to assets still held at the reporting date


(9
)


(9
)Relating to assets sold during the period


(1
)


(1
)Purchases, sales, and settlements


4



4Transfers in and/or out of Level 3






Ending balance at December 31, 2009

$
30


$
30    57




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
    715-20.
    (In millions)

2009


2008


2007Service cost of benefits earned

$
1


$
1


$
1Interest cost of benefit obligations


4



5



5Prior service costs


(1
)


(1
)


(1
)Losses






1



2Total postretirement benefit plan costs

$
4


$
6


$
7     December 31,

December 31,

September 30,2009

2008

2007Actuarial assumptionsHealth care cost inflation (1)Prior to age 65


8.5
%


8.5
%


8.6
%After age 65


8.0



8.0



9.8Discount rate


5.75



6.74



6.39     (1)
    
    Assumed to decline to 5% in 2017.    (In millions)

1% increase

1% decreaseEffect on total service and interest costs

$



$
Effect on postretirement benefit obligations


2



(2
)     Note 14.
    Segment
    and Geographic Area Information     58




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
    Consumer


Foodservice/(In millions)

Products


Food Packaging


Other


TotalFor the year ended December 31, 2009Sales to external customers

$
1,285


$
2,075


$



$
3,360Depreciation and amortization


63



114



7



184Operating income (loss)


297



300



(18
) (b)


579Total assets


1,270



2,122



182



3,574Capital expenditures related to continuing operations


13



92



6



111Noncash items other than depreciation and amortization










(20
) (c)


(20
)For the year ended December 31, 2008Sales to external customers

$
1,342


$
2,225


$



$
3,567Depreciation and amortization


63



112



7



182Operating income (loss) (d)


207



234



3
(b)


444
(a)Total assets (d)


1,326



2,102



333



3,761Capital expenditures related to continuing operations


25



105



6



136Noncash items other than depreciation and amortization










(33
) (c)


(33
)For the year ended December 31, 2007Sales to external customers

$
1,221


$
2,032


$



$
3,253Depreciation and amortization


62



97



7



166Operating income (loss) (d)


226



245



(2
) (b)


469Total assets (d)


1,365



2,159



274



3,798Capital expenditures related to continuing operations


16



129



6



151Noncash items other than depreciation and amortization










(41
) (c)


(41
)     (a)
    
    Included restructuring and other charges of $16 million in
    2008 ($5 million for Consumer Products, $10 million
    for Foodservice/Food Packaging, and $1 million for Other).(b)
    
    Included pension plan income and unallocated corporate expense.(c)
    
    Included pension plan income and stock-based compensation
    expense.(d)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements. 59




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
     Geographic areaUnited(In millions)

States


Foreign (1)


TotalAt December 31, 2009, and for the year then endedSales to external customers (2)

$
3,054


$
307


$
3,360Long-lived assets (3)


1,131



103



1,234Total assets


3,266



307



3,574At December 31, 2008, and for the year then endedSales to external customers (2)

$
3,240


$
327


$
3,567Long-lived assets (3)


1,172



107



1,279Total assets (4)


3,470



292



3,761At December 31, 2007, and for the year then endedSales to external customers (2)

$
2,946


$
307


$
3,253Long-lived assets (3)


1,301



121



1,422Total assets (4)


3,461



337



3,798     (1)
    
    Sales to external customers and long-lived assets for individual
    countries (primarily Germany, Canada, and Mexico) were not
    material.    (3)
    Long-lived assets include all long-term assets other than net
    assets of discontinued operations, goodwill, intangibles, and
    deferred taxes.(4)
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements.  Note 15.
    Commitments
    and Contingencies  Capital
    Commitments
    Lease
    Commitments
      Litigation
   60




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
    Environmental
    Matters
  clean-up clean-up
  Note 16.
    Quarterly
    Financial Data (Unaudited)  Amounts attributable to PactivIncome (loss)Income from


fromCost of


Restructuring


continuing


discontinued(In millions)

Sales


sales (1)


and other


operations (1)


operations


Net income (1)2009First quarter

$
766


$
495


$



$
77


$



$
77Second quarter


901



601







81



(1
)


80Third quarter


839



562







79



15



94Fourth quarter


854



583







71



1



72$
3,360


$
2,241


$



$
308


$
15


$
3232008First quarter

$
808


$
585


$
14


$
43


$
(1
)

$
42Second quarter


951



706



2



63



(3
)


60Third quarter


925



700



(2
)


59







59Fourth quarter


883



647



2



55







55$
3,567


$
2,638


$
16


$
220


$
(4
)

$
216     (1)
    
    First quarter 2009 through third quarter 2009 and all four
    quarters of 2008 have been adjusted for the change in inventory
    accounting method. 61




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
   Attributable to Pactiv common shareholders (1)Basic earnings per share of common stock


Diluted earnings per share of common stockContinuing


Discontinued


Net


Continuing


Discontinued


Net


Stock price/shareoperations


operations


income


operations


operations


income


High


Low2009First quarter

$
0.58


$



$
0.58


$
0.58


$



$
0.58


$
25.31


$
10.62Second quarter


0.61



(0.01
)


0.60



0.61



(0.01
)


0.60



23.52



14.01Third quarter


0.60



0.12



0.72



0.59



0.11



0.70



26.81



20.04Fourth quarter


0.54



0.01



0.55



0.53



0.01



0.54



27.71



22.27Total year


2.33



0.12



2.45



2.31



0.11



2.42



27.71



10.622008First quarter

$
0.32


$



$
0.32


$
0.32


$



$
0.32


$
29.52


$
23.00Second quarter


0.49



(0.03
)


0.46



0.48



(0.03
)


0.45



27.34



20.82Third quarter


0.45







0.45



0.45







0.45



28.49



18.98Fourth quarter


0.42







0.42



0.41







0.41



26.95



20.44Total year


1.68



(0.03
)


1.65



1.66



(0.03
)


1.63



29.52



18.98     (1)
    
    The sum of amounts shown for individual quarters may not equal
    the total for the year because of changes in the
    weighted-average number of shares outstanding throughout the
    year. First quarter 2009 through third quarter 2009 and the full
    year 2008 have been adjusted for the change in inventory
    accounting method.    Three Months Ended

Three Months Ended

Three Months EndedSeptember 30, 2009

June 30, 2009

March 31, 2009As Originally



As Originally



As Originally(In millions)

Reported

As Adjusted

Reported

As Adjusted

Reported

As AdjustedCost of Sales, excluding depreciation and amortization

$
573


$
562


$
575


$
601


$
473


$
495Operating income


137



148



179



153



167



145Income tax expense


41



45



59



49



53



45Income from continuing operations


73



80



97



81



91



77Net income attributable to Pactiv


87



94



96



80



91



77Earnings (loss) per share of common stock:Basic

$
0.67


$
0.72


$
0.72


$
0.60


$
0.69


$
0.58Diluted

$
0.65


$
0.70


$
0.72


$
0.60


$
0.69


$
0.58   Nine Months Ended

Six Months Ended

Three Months EndedSeptember 30, 2009

June 30, 2009

March 31, 2009As Originally



As Originally



As Originally(In millions)

Reported

As Adjusted

Reported

As Adjusted

Reported

As AdjustedNet income

$
275


$
252


$
187


$
157


$
91


$
77Deferred income taxes


114



100



52



34



20



11Net working capital (1)


92



129



91



139



67



90     (1)
    
    Impacts the (increase) decrease in inventories 62




---



##### Table of Contents



Notes to
    Financial Statements  (Continued)
   Three Months Ended


Three Months Ended


Three Months EndedSeptember 30, 2009


June 30, 2009


March 31, 2009As Originally





As Originally





As Originally(In millions)

Reported


As Adjusted


Reported


As Adjusted


Reported


As AdjustedOperating income (loss)Consumer Products

$
72


$
80


$
94


$
80


$
74


$
63Foodservice/Food Packaging


70



73



89



77



95



84Other


(5
)


(5
)


(4
)


(4
)


(2
)


(2
)Total operating income (loss)

$
137


$
148


$
179


$
153


$
167


$
145   Nine Months Ended


Six Months Ended


Three Months EndedSeptember 30, 2009


June 30, 2009


March 31, 2009As Originally





As Originally





As Originally(In millions)

Reported


As Adjusted


Reported


As Adjusted


Reported


As AdjustedTotal assetsConsumer Products

$
1,248


$
1,250


$
1,280


$
1,275


$
1,240


$
1,249Foodservice/Food Packaging


2,099



2,111



2,122



2,130



2,115



2,135Other


216



211



397



396



365



354Total assets

$
3,563


$
3,572


$
3,799


$
3,801


$
3,720


$
3,738   Note 17.
    Noncontrolling
    Interests  810-10-45, 810-10-45 810-10-45 810-10-45
  810-10-45
   63




---



##### Table of Contents



ITEM 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    ITEM 9A.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)) Form 10-K
  Rules 13a-15(f) 15d-15(f))
  ITEM 9B.
    Other
    Information.   PART III  ITEM 10.
    Directors,
    Executive Officers, and Corporate Governance.      
    Information regarding our directors
    Information regarding compliance with Section 16(a) of the
    Securities Exchange Act of 1934
    Information regarding our code of ethics  ITEM 11.
    Executive
    Compensation.   64




---



##### Table of Contents



ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.      Number of shares ofcommon stockNumber of shares of



available for futurecommon stock to be



issuance underissued upon exercise

Weighted-average

equity-compensationof outstanding

exercise price of

plans (excludingoptions, warrants

outstanding options,

shares reflected inPlan category

and rights (a)

warrants and rights

the first column)Equity compensation plans approved by shareholders


5,185,572 (b
)

$
21.80



9,965,678     (a)
    
    Does not include Pactiv common stock index units (common stock
    equivalents) under the companys deferred compensation
    plan. The deferred compensation is unfunded, and allows
    participants to defer receipt of certain compensation and to
    elect to have such deferred amounts indexed against various
    investment options, including the Pactiv Stock Index Fund.
    Participants may elect to have their deferred amounts paid in
    cash or in Pactiv common stock. If all persons who had their
    deferred compensation indexed against the Pactiv Stock Index
    Fund elected to receive their payout in Pactiv common stock,
    494,673 shares of common stock would be issuable as of
    December 31, 2009.(b)
    
    Includes outstanding options and performance share awards.
    Outstanding performance share awards are subject to achievement
    of performance criteria, vesting, and continued employment, and
    are paid in stock. See Note 11 to the financial statements
    for additional information.  ITEM 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    ITEM 14.
    Principal
    Accounting Fees and Services.   PART IV  ITEM 15.
    Exhibits
    and Financial Statement Schedules.  Financial
    Statements Included in Item 8
   65




---



##### Table of Contents



Index of
    Financial Statements and Schedules Included in
    Item 15
  PageSchedule II  Valuation and qualifying
    accounts  three years ended December 31, 2009


67Schedules Omitted as Not Required or InapplicableSchedule I  Condensed financial information of
    registrantSchedule III  Real estate and accumulated
    depreciationSchedule IV  Mortgage loans on real estateSchedule V  Supplemental information concerning
    property  casualty insurance operations   66




---



##### Table of Contents



Schedule II 
    Valuation and Qualifying Accounts (In
    millions)
  Column A

Column B

Column C

Column D

Column EAdditionsCharged to

Charged toBalance at

(reversed

(reversed



Balancebeginning

from) costs

from) other



at end ofDescription

of year

and expenses

accounts

Deductions

YearAllowance for doubtful accountsYear ended December 31, 2009

$
7


$
1


$
(2
)

$



$
6Year ended December 31, 2008


6



6



(5
)






7Year ended December 31, 2007


9



(1
)


(2
)






6Inventory valuationYear ended December 31, 2009

$
5


$
3


$



$



$
8Year ended December 31, 2008 (1)


4



1











5Year ended December 31, 2007 (1)


6



(2
)










4Deferred tax asset valuationYear ended December 31, 2009

$
33


$
2


$



$



$
35Year ended December 31, 2008


40



(4
)


(3
)






33Year ended December 31, 2007


42



(5
)


3







40     (1)
    
    Adjusted for the change in inventory accounting method, as
    described in Note 2 to the financial statements. 67




---



##### Table of Contents



Index of
    Exhibits
  Form 10-K
  Exhibit No.

Description2


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 (incorporated
    herein by reference to Exhibit 3.1 to Pactiv
    Corporations Current Report on
    Form 8-K
    dated September 4, 2009, 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
    dated November 8, 2002, 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 29, 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).4
.3(g)

Sixth Supplemental Indenture dated as of June 25, 2007 to
    Indenture, dated as of September 29, 1999, between Pactiv
    Corporation and the Bank of New York Trust Company, N.A.,
    as Trustee (incorporated herein by reference to Exhibit 4.1
    to Pactiv Corporations Current Report on
    Form 8-K
    dated June 25, 2007, File
    No. 1-15157). 68




---



##### Table of Contents



Exhibit No.

Description4
.3(h)

Seventh Supplemental Indenture dated as of June 25, 2007 to
    Indenture, dated as of September 29, 1999, between Pactiv
    Corporation and the Bank of New York Trust Company, N.A.,
    as Trustee (incorporated herein by reference to Exhibit 4.2
    to Pactiv Corporations Current Report on
    Form 8-K
    dated June 25, 2007, File
    No. 1-15157).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

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
.2

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
.3

Amended and Restated Change in Control Severance Benefit Plan
    for Key Executives (incorporated herein by reference to
    Exhibit 10.6 to Pactiv Corporations Current Report on
    Form 8-K
    dated September 4, 2009, File
    No. 1-15157).10
.4

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
.5

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
.6

Pactiv Corporation 2002 Incentive Compensation Plan
    (incorporated herein by reference to Exhibit 4.7 to Pactiv
    Corporations Registration Statement on
    Form S-8
    dated November 8, 2002, File
    No. 333-101121).10
.7

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., Inc., 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
.8

Pactiv Corporation Deferred 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
.9

Receivables Purchase Agreement, dated as of December 21,
    2006, among the registrant and Atlantic Asset Securitization LLC
    and Calyon New York Branch, as agent for Purchasers
    (incorporated herein by reference to Exhibit 10.22 to
    Pactiv Corporations Annual Report on
    Form 10-K
    for the year ended December 31, 2006, File
    No. 1-15157).10
.10

Continuing Agreement for Standby Letters of Credit between
    Pactiv Corporation and JPMorgan Chase Bank, N.A. dated
    June 5, 2007 (incorporated herein by reference to
    Exhibit 10.20 to Pactiv Corporations Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30, 2007, File
    No. 1-15157).10
.11

Credit Agreement between Pactiv Corporation and JPMorgan Chase
    Bank, N.A. dated June 5, 2007 (incorporated herein by
    reference to Exhibit 10.21 to Pactiv Corporations
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007, File
    No. 1-15157).11


None.12


None.13


None.14


Code of Ethical Conduct for Financial Managers (posted to
    companys website, www.pactiv.com) in accordance with
    Item 406(c)(2) of
    Regulation S-K. 69




---



##### Table of Contents



Exhibit No.

Description15


None.16


None.*
18


Letter regarding change in accounting principle.*
21


List of subsidiaries of Pactiv Corporation.22


None.*
23


Consent of Ernst & Young LLP.*
24


Powers of Attorney for the following directors of Pactiv
    Corporation: Larry D. Brady, K. Dane Brooksher, Robert J.
    Darnall, Mary R. (Nina) Henderson, N. Thomas Linebarger, Roger
    B. Porter, and Norman H. Wesley.*
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.     *
    
    Filed herewith**
    
    Furnished herewith 70




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Richard
    L. Wambold           Signature

Title

Date/s/  Richard
    L. Wambold     Richard
    L. Wambold

Chairman, President, Chief Executive Officer and Director
    (principal executive officer)

February 26, 2010/s/  Edward
    T. Walters     Edward
    T. Walters

Senior Vice President and Chief Financial Officer (principal
    financial officer)

February 26, 2010/s/  Donald
    E. King     Donald
    E. King

Corporate Controller and Chief Accounting Officer (principle
    accounting officer)

February 26, 2010/s/  Larry
    D. Brady*     Larry
    D. Brady

Director

February 26, 2010/s/  K.
    Dane Brooksher*     K.
    Dane Brooksher

Director

February 26, 2010/s/  Robert
    J. Darnall*     Robert
    J. Darnall

Director

February 26, 2010/s/  Mary
    R. (Nina) Henderson*     Mary
    R. (Nina) Henderson

Director

February 26, 2010/s/  N.
    Thomas Linebarger*     N.
    Thomas Linebarger

Director

February 26, 2010/s/  Roger
    B. Porter*     Roger
    B. Porter

Director

February 26, 2010/s/  Norman
    H. Wesley*     Norman
    H. Wesley

Director

February 26, 2010*By: 
    /s/  Joseph
    E. Doyle     Joseph
    E. DoyleAttorney-in-fact



February 26, 2010  71