##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWASHINGTON, D.C.
    20549
  FORM 10-Q
   (mark one)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended September 30, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934    Commission 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

60045(Zip Code)(Address of principal executive
    offices)   Registrants Telephone Number, including area code:
    (847)482-2000
  þ o
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ




---



##### 



TABLE OF
    CONTENTS
  PagePART I  Financial
    InformationItem 1. Financial Statements (Unaudited)Consolidated Statement of Income

3Condensed Consolidated Statement of Financial
    Position

4Condensed Consolidated Statement of Cash Flows

5Notes to Financial Statements

6Item 2. Managements Discussion and
    Analysis of Financial Condition and Results of Operations

14Item 3. Quantitative and Qualitative
    Disclosures About Market Risk

20Item 4. Controls and Procedures

21PART II  Other InformationItem 1. Legal Proceedings

22Item 1A. Risk Factors

22Item 2. Unregistered Sales of Equity
    Securities and Use of Proceeds

22Item 3. Defaults Upon Senior Securities*

22Item 4. Submission of Matters to a Vote of Security Holders*

22Item 5. Other Information*

22Item 6. Exhibits

22     *
    
    No response to this item is included herein because either it is
    inapplicable or there is nothing to report.CertificationCertificationSection 1350 CertificationSection 1350 Certification  2




---



##### Table of Contents



PART I 
    FINANCIAL INFORMATION
  ITEM 1.
    Financial
    Statements (Unaudited)  Consolidated
    Statement of Income
  Three months ended September 30,


Nine months ended September 30,(In millions, except share and per-share data)

2007


2006


2007


2006Sales

$
872


$
749


$
2,377


$
2,179Costs and expensesCost of sales, excluding depreciation and amortization


626



518



1,685



1,511Selling, general, and administrative


76



90



215



233Depreciation and amortization


45



38



120



110Other expense


3







4



1750



646



2,024



1,855Operating income


122



103



353



324Other income (expense)Interest income (loss)


1



1



4



4Realized foreign-currency exchange gain






31







31Interest expense, net of interest capitalized


(29
)


(18
)


(67
)


(54
)Share of income of joint ventures






1







2Income before income taxes and minority interest


94



118



290



307Income-tax expense


35



14



104



83Minority interest










1



Income from continuing operations


59



104



185



224Discontinued operations, net of tax






(2
)


1



(2
)Net income

$
59


$
102


$
186


$
222Earnings per shareWeighted-average number of shares of common stock outstandingBasic


130,648,291



136,161,990



131,045,346



139,377,944Diluted


132,197,719



138,083,567



132,792,715



141,232,386Basic earnings (loss) per share of common stockContinuing operations

$
0.46


$
0.76


$
1.41


$
1.61Discontinued operations






(0.02
)


0.01



(0.02
)Total

$
0.46


$
0.74


$
1.42


$
1.59Diluted earnings (loss) per share of common stockContinuing operations

$
0.45


$
0.75


$
1.39


$
1.59Discontinued operations






(0.02
)


0.01



(0.02
)Total

$
0.45


$
0.73


$
1.40


$
1.57    3




---



##### Table of Contents



Condensed
    Consolidated Statement of Financial Position
  September 30,


December 31,(In millions, except share data)

2007


2006AssetsCurrent assetsCash and temporary cash investments

$
69


$
181Accounts and notes receivableTrade, less allowances of $8 and $9 at the respective dates


282



310Other


14



13Total accounts and notes receivable


296



323InventoriesFinished goods


219



144Work in process


58



52Raw materials


88



61Other materials and supplies


47



39Total inventories


412



296Other


32



38Total current assets


809



838Property, plant, and equipment, net


1,281



1,093Other assetsGoodwill


1,110



525Intangible assets, net


424



238Other


62



64Total other assets


1,596



827Total assets

$
3,686


$
2,758Liabilities and shareholders equityCurrent liabilitiesShort-term debt, including current maturities of long-term debt

$



$
98Accounts payable


181



152Taxes accrued


56



54Interest accrued


31



8Accrued promotions, rebates, and discounts


74



77Accrued payroll and benefits


71



82Other


66



63Liabilities from discontinued operations


20



15Total current liabilities


499



549Long-term debt


1,666



771Deferred income taxes


96



120Unrecognized income-tax benefits


30



Pension and postretirement benefits


326



403Other


51



53Minority interest


13



9Shareholders equityCommon stock  $0.01 par value,
    350,000,000 shares authorized, 130,481,234 and
    132,676,408 shares issued and outstanding, after deducting
    41,301,943 and 39,106,769 shares held in treasury, at the
    respective dates


1



1Premium on common stock and other capital surplus


682



757Accumulated other comprehensive income (loss)Currency translation adjustment


22



10Pension funded status


(1,051
)


(1,072
)Gain on derivatives


8



Retained earnings


1,343



1,157Total shareholders equity


1,005



853Total liabilities and shareholders equity

$
3,686


$
2,758    4




---



##### Table of Contents



Condensed
    Consolidated Statement of Cash Flows
  For the nine months ending September 30(In millions)

2007


2006Operating activitiesNet income

$
186


$
222Less results from discontinued operations


1



(2
)Income from continuing operations


185



224Adjustments to reconcile net income to cash provided by
    operating activities  continuing operations:Depreciation and amortization


120



110Deferred income taxes


20



(18
)Pension income


(38
)


(32
)Noncash compensation expense


7



7Net working capital


(12
)


(22
)Realized foreign-exchange gain






(31
)Other






11Cash provided by operating activities  continuing
    operations


282



249Cash used by operating activities  discontinued
    operations


(6
)


(7
)Cash provided by operating activities


276



242Investing activitiesExpenditures for property, plant, and equipment


(103
)


(45
)Acquisitions of businesses and assets


(1,023
)


Net proceeds from the sale of a business or assets


1



2Other investing activities






2Cash used by investing activities


(1,125
)


(41
)Financing activitiesIssuance of common stock


19



45Purchase of common stock


(107
)


(301
)Issuance of long-term debt, net of discounts


498



Retirement of long-term debt


(99
)


Revolving-credit facility borrowings


432



Revolving-credit facility payment


(40
)


Other


32



2Cash provided (used) by financing activities


735



(254
)Effect of foreign-exchange rate changes on cash and temporary
    cash investments


2



4Decrease in cash and temporary cash investments


(112
)


(49
)Cash and temporary cash investments, January 1


181



172Cash and temporary cash investments, September 30

$
69


$
123    5




---



##### Table of Contents



Notes
    to Financial Statements (Unaudited)
  Note 1.
    Basis of
    Presentation  Form 10-K (866) 456-5439.
  Form 8-K Form 8-K/A
      
    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.
    Otherrelates to corporate and administrative-service
    operations and retiree-benefit income and expense.    Note 2.
    Summary
    of Accounting Policies  Form 10-K.
  Stock-Based
    Compensation
   6




---



##### Table of Contents



Accounts
    and Notes Receivable
  nine-month
  Changes
    in Accounting Principles
    Note 3.
    Discontinued
    Operations        Note 4.
    Business
    Combination     7




---



##### Table of Contents



15-year
    June 5,(In millions)

2007Current assets

$
139Property, plant, and equipment


187Intangible assets


200Goodwill


578Total assets acquired


1,104Current liabilities


76Long-term liabilities


6Total liabilities assumed


82Net assets acquired

$
1,022     Nine monthsendedThree months ended September 30,


September 30,(In millions, except share and per-share data)

2007


2006


2007


2006Sales

$
872


$
857


$
2,577


$
2,494Net income


59



103



185



225Basic earnings per share

$
0.46


$
0.76


$
1.42


$
1.61Diluted earnings per share


0.45



0.75



1.40



1.59     Note 5.
    Long-Term
    Debt and Financing Arrangements   8




---



##### Table of Contents



Note 6.
    Goodwill
    and Intangible Assets    Consumer


Foodservice/(In millions)

Products


Food Packaging


TotalBalance, December 31, 2006

$
136


$
389


$
525Goodwill additions


147



431



578Foreign-currency translation adjustment






7



7Balance, September 30, 2007

$
283


$
827


$
1,110       September 30, 2007


December 31, 2006Carrying


Accumulated


Carrying


Accumulated(In millions)

value


amortization


value


amortizationIntangible assets subject to amortizationPatents

$
87


$
63


$
87


$
59Customer relationships


200



4







Other


148



73



148



67435



140



235



126Intangible assets not subject to amortization (primarily
    trademarks)


129







129



$
564


$
140


$
364


$
126   15-year
 9




---



##### Table of Contents



Note 7.
    Property,
    Plant, and Equipment, Net  September 30,


December 31,(In millions)

2007


2006Original costLand, buildings, and improvements

$
667


$
645Machinery and equipment


1,792



1,507Other, including construction in progress


166



82$
2,625


$
2,234Less accumulated depreciation and amortization


(1,344
)


(1,141
)Net property, plant, and equipment

$
1,281


$
1,093     Note 8.
    Common
    Stock  Earnings
    Per Share
    Three months ended September 30,


Nine months ended September 30,(In millions, except share and per-share data)

2007


2006


2007


2006Basic earnings per shareIncome from continuing operations

$
59


$
104


$
185


$
224Weighted-average number of shares of common stock outstanding


130,648,291



136,161,990



131,045,346



139,377,944Basic earnings from continuing operations per share

$
0.46


$
0.76


$
1.41


$
1.61Diluted earnings per shareIncome from continuing operations

$
59


$
104


$
185


$
224Weighted-average number of shares of common stock outstanding


130,648,291



136,161,990



131,045,346



139,377,944Effect of dilutive securitiesStock options


1,047,360



1,523,333



1,253,130



1,430,668Performance shares


500,168



397,835



491,873



423,697Restricted shares


1,900



409



2,366



77Weighted-average number of shares of common stock outstanding,
    including dilutive securities


132,197,719



138,083,567



132,792,715



141,232,386Diluted earnings from continuing operations per share

$
0.45


$
0.75


$
1.39


$
1.59     Grantor
    Trust
   10




---



##### Table of Contents



Note 9.
    Segment
    Information      Consumer


Foodservice/Food(In millions)

Products


Packaging


Other


TotalFor the three months ended September 30, 2007Sales to external customers

$
326


$
546


$



$
872Operating income


53



71



(2
)(b)


122For the three months ended September 30, 2006Sales to external customers

$
282


$
467


$



$
749Operating income


42



65



(4
)(b)


103At September 30, 2007, and for the nine months then
    endedSales to external customers

$
881


$
1,496


$



$
2,377Operating income


165



189



(1
)(b)


353Total assets


1,388



2,144



154
(c)


3,686At September 30, 2006, and for the nine months then
    endedSales to external customers

$
801


$
1,378


$



$
2,179Operating income


141



192
(a)


(9
)(b)


324Total assets


1,054



1,490



224
(c)


2,768     (a)
    
    Includes restructuring and other credits of $1 million.(b)
    
    Includes pension-plan income and unallocated corporate expenses.(c)
    
    Includes administrative-service operations.  Note 10.
    Comprehensive
    Income (Loss)    Three months ended September 30,


Nine months ended September 30,(In millions)

2007


2006


2007


2006Net income

$
59


$
102


$
186


$
222Other comprehensive incomePension funded status


7







21



Noncash realized foreign-currency exchange gain






(31
)






(31
)Net currency-translation gains


5



5



12



4Gain (loss) on derivatives


(1
)






8



Total comprehensive income

$
70


$
76


$
227


$
195    11




---



##### Table of Contents



Note 11.
    Pension
    Plans and Other Postretirement Benefits    Three months


Nine monthsended September 30,


ended September 30,(In millions)

2007


2006


2007


2006Components of net periodic benefit income (expense)Service cost of benefits earned

$
(5
)

$
(5
)

$
(14
)

$
(14
)Interest cost of benefit obligations


(57
)


(57
)


(170
)


(171
)Expected return on plan assets


86



86



257



258Amortization of unrecognized net losses


(11
)


(13
)


(35
)


(41
)Total net periodic benefit income

$
13


$
11


$
38


$
32     Note 12.
    Contingencies      Environmental
    Matters
  clean-up clean-up
 12




---



##### Table of Contents



Note 13.
    Income
    Taxes             13




---



##### Table of Contents



ITEM 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Basis of
    Presentation
    Form 8-K Form 8-K/A
      
    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, and other institutional foodservice outlets, food
    processors, and grocery chains.
    Otherrelates to corporate and administrative-service
    operations and retiree-benefit income and expense.    Three
    Months Ended September 30, 2007, Compared with Three Months
    Ended September 30, 2006
  Significant
    Trends
       14




---



##### Table of Contents



Sales
  Three months


Increaseended September 30,


(decrease)(In millions)

2007


2006


Amount


PercentConsumer Products

$
326


$
282


$
44



15.6
%Foodservice/Food Packaging


546



467



79



16.9Total

$
872


$
749


$
123



16.4
%         Operating
    Income
  Three months


Increaseended September 30,


(decrease)(In millions)

2007


2006


Amount


PercentConsumer Products

$
53


$
42


$
11



26.2
%Foodservice/Food Packaging


71



65



6



9.2Other


(2
)


(4
)


2



(50.0
)Total

$
122


$
103


$
19



18.4
%           Income
    from Continuing Operations
   15




---



##### Table of Contents



Nine
    Months Ended September 30, 2007, compared with Nine Months
    Ended September 30, 2006
  Sales
  Nine months


Increaseended September 30,


(decrease)(In millions)

2007


2006


Amount


PercentConsumer Products

$
881


$
801


$
80



10.0
%Foodservice/Food Packaging


1,496



1,378



118



8.6Total

$
2,377


$
2,179


$
198



9.1
%         Operating
    Income
  Nine months


Increaseended September 30,


(decrease)(In millions)

2007


2006


Amount


PercentConsumer Products

$
165


$
141


$
24



17.0
%Foodservice/Food Packaging


189



192



(3
)


(1.6
)Other


(1
)


(9
)


8



(88.9
)Total

$
353


$
324


$
29



9.0
%           Income
    from Continuing Operations
   16




---



##### Table of Contents



Liquidity
    and Capital Resources
  Capitalization
  September 30,


December 31,


Increase(In millions)

2007


2006


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

$



$
98


$
(98
)Long-term debt


1,666



771



895Total debt


1,666



869



797Minority interest


13



9



4Shareholders equity


1,005



853



152Total capitalization

$
2,684


$
1,731


$
953Ratio of total debt to total capitalization


62.1
%


50.2
%


11.9
%       (In millions)Shareholders equity at December 31, 2006

$
853Increase (decrease)Change in pension funded status


21Foreign-currency translation adjustments


12Gain on derivatives


8Stock repurchases


(107
)Net income


186Stock-based compensation and common stock issued in connection
    with stock-option exercises


32Shareholders equity at September 30, 2007

$
1,005   Cash
    Flows
  Nine monthsended September 30,


Increase(In millions)

2007


2006


(decrease)Cash provided (used) by:Operating activities

$
276


$
242


$
34Investing activities


(1,125
)


(41
)


(1,084
)Financing activities


735



(254
)


989    17




---



##### Table of Contents



Capital
    Commitments
    Contractual
    Obligations
    Liquidity
    and Off-Balance-Sheet Financing
  5-year
      Changes
    in Accounting Principles
    Critical
    Accounting Policies
  Form 10-K.
 18




---



##### Table of Contents



CAUTIONARY
    STATEMENT FOR PURPOSES OF SAFE HARBOR PROVISIONS
    OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
    1995
  Form 10-Q,
  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. 19




---



##### Table of Contents



ITEM 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Derivative
    Financial Instruments
    Commodity
    Derivatives
    Interest
    Rates
          Maturities(In millions, except percentages)

2010


2011


2012


Thereafter


TotalFixed-rate debt









$
250


$
1,026


$
1,276Average interest rate










5.8
%


7.7
%


7.3
%Fair value









$
252


$
1,109


$
1,361Floating-rate debt

$
5


$
392










$
397Average interest rate


3.8
%


6.0
%










5.9
%Fair value

$
5


$
392










$
397        20




---



##### Table of Contents



ITEM 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e))
  Rules 13a-15(f) 15d-15(f))
 21




---



##### Table of Contents



PART II 
    OTHER INFORMATION
  ITEM 1.
    Legal
    Proceedings    ITEM 1A.
    Risk
    Factors  Form 10-K
  ITEM 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds      Total number ofshares

Maximumpurchased as

number ofpart of publicly

shares that mayTotal number

Average

announced

yet be purchasedof shares

price paid

plans or

under plans orPeriod

purchased

per share

programs

programsSeptember 2007


250,000


$
26.99



250,000



645,700   ITEM 3-5.
    None
  ITEM 6.
    Exhibits    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). 22




---



##### Table of Contents



Exhibit No.

Description3
.2

Amended and Restated By-laws of the registrant adopted July 12,
    2007 (incorporated herein by reference to Exhibit 3.1 to Pactiv
    Corporations Current Report on Form 8-K dated July 13,
    2007, File No. 1-15157).4
.1

Specimen Stock Certificate of Pactiv Corporation Common Stock
    (incorporated herein by reference to Exhibit 4.1 to Pactiv
    Corporations Quarterly Report on Form 10-Q for the quarter
    ended September 30, 1999, File No. 1-15157).4
.2(a)

Qualified Offer Plan Rights Agreement, dated as of November 4,
    1999, by and between the registrant and First Chicago Trust
    Company of New York, as Rights Agent (incorporated herein by
    reference to Exhibit 4.2 to Pactiv Corporations Quarterly
    Report on Form 10-Q for the quarter ended September 30, 1999,
    File No. 1-15157).4
.2(b)

Amendment No. 1 to Rights Agreement, dated as of November 7,
    2002, by and between the registrant and National City Bank, as
    rights agent (incorporated herein by reference to Exhibit 4.4(a)
    to Pactiv Corporations Registration Statement on Form S-8,
    File No. 333-101121).4
.3(a)

Indenture, dated September 29, 1999, by and between the
    registrant and The Chase Manhattan Bank, as Trustee
    (incorporated herein by reference to Exhibit 4.1 to Tenneco
    Packaging Inc.s Registration Statement on Form S-4, File
    No. 333-82923).4
.3(b)

First Supplemental Indenture, dated as of November 4, 1999, to
    Indenture dated as of September 29, 1999, between the registrant
    and The Chase Manhattan Bank, as Trustee (incorporated herein by
    reference to Exhibit 4.3(b) to Pactiv Corporations
    Quarterly Report on Form 10-Q for the quarter ended September
    30, 1999, File No. 1-15157).4
.3(c)

Second Supplemental Indenture, dated as of November 4, 1999, to
    Indenture dated as of September 29, 1999, between the registrant
    and The Chase Manhattan Bank, as Trustee (incorporated herein by
    reference to Exhibit 4.3(c) to Pactiv Corporations
    Quarterly Report on Form 10-Q for the quarter ended September
    30, 1999, File No. 1-15157).4
.3(d)

Third Supplemental Indenture, dated as of November 4, 1999, to
    Indenture dated as of September 29, 1999, between the registrant
    and The Chase Manhattan Bank, as Trustee (incorporated herein by
    reference to Exhibit 4.3(d) to Pactiv Corporations
    Quarterly Report on Form 10-Q for the quarter ended September
    30, 1999, File No. 1-15157).4
.3(e)

Fourth Supplemental Indenture, dated as of November 4, 1999, to
    Indenture dated as of September 1999, between the registrant and
    The Chase Manhattan Bank, as Trustee (incorporated herein by
    reference to Exhibit 4.3(e) to Pactiv Corporations
    Quarterly Report on Form 10-Q for the quarter ended September
    30, 1999, File No. 1-15157).4
.3(f)

Fifth Supplemental Indenture, dated as of November 4, 1999, to
    Indenture dated as of September 29, 1999, between the registrant
    and The Chase Manhattan Bank, as Trustee (incorporated herein by
    reference to Exhibit 4.3(f) to Pactiv Corporations
    Quarterly Report on Form 10-Q for the quarter ended September
    30, 1999, File No. 1-15157).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).4
.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

Human Resources Agreement, dated as of November 4, 1999, by and
    between Tenneco Inc. and the registrant (incorporated herein by
    reference to Exhibit 16.1 to Tenneco Inc.s Current Report
    on Form 8-K
    dated November 4, 1999, File No. 1-12387). 23




---



##### Table of Contents



Exhibit No.

Description10
.2

Tax Sharing Agreement, dated as of November 3, 1999, by and
    between Tenneco Inc. and the registrant (incorporated herein by
    reference to Exhibit 16.2 to Tenneco Inc.s Current Report
    on Form 8-K dated November 4, 1999, File No. 1-12387).10
.3

Amended and Restated Transition Services Agreement, dated as of
    November 4, 1999, by and between Tenneco Inc. and the registrant
    (incorporated herein by reference to Exhibit 10.3 to Tenneco
    Automotive Inc.s Quarterly Report on Form 10-Q for
    quarterly period ended September 30, 1999, File No. 1-12387).10
.4

Pactiv Corporation (formerly known as Tenneco Packaging Inc.)
    Executive Incentive Compensation Plan (incorporated herein by
    reference to Exhibit 10.5 to Pactiv Corporations Quarterly
    Report on Form 10-Q for the quarter ended September 30, 1999,
    File No. 1-15157).10
.5

Pactiv Corporation (formerly known as Tenneco Packaging Inc.)
    Supplemental Executive Retirement Plan (incorporated herein by
    reference to Exhibit 10.6 to Pactiv Corporations Quarterly
    Report on Form 10-Q for the quarter ended September 30, 1999,
    File No. 1-15157).10
.6

Amended and Restated Change in Control Severance Benefit Plan
    for Key Executives as of December 31, 2006 (incorporated herein
    by reference to Exhibit 10.6 to Pactiv Corporations Annual
    Report on Form 10-K for the year ended December 31, 2006, File
    No. 1-15157) (superseding Pactiv Corporation Change in Control
    Severance Benefit Plan for Key Executives as of March 1, 2005).10
.7

Pactiv Corporation (formerly known as Tenneco Packaging Inc.)
    Deferred Compensation Plan (incorporated herein by reference to
    Exhibit 10.8 to Pactiv Corporations Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1999, File No. 1-15157).10
.8

Pactiv Corporation Rabbi Trust (incorporated herein by reference
    to Exhibit 10.11 to Pactiv Corporations Quarterly Report
    on Form 10-Q for the quarter ended September 30, 1999, File No.
    1-15157).10
.9

Employment Agreement, dated as of March 11, 1997, by and between
    Richard L. Wambold and Tenneco Inc. (incorporated herein by
    reference to Exhibit 10.17 to Pactiv Corporations
    Quarterly Report on Form 10-Q for the quarter ended September
    30, 1999, File No. 1-15157).10
.10

Pactiv Corporation 2002 Incentive Compensation Plan
    (incorporated herein by reference to Exhibit 4.7 to Pactiv
    Corporations Registration Statement on Form S-8, File No.
    333-101121).10
.11

Credit Agreement, dated as of April 19, 2006, among the
    registrant, Bank of America, N.A., as Administrative Agent, JP
    Morgan Chase Bank, N.A., as Syndication Agent and L/C Issuer,
    BNP Paribas, Suntrust Bank, and Citibank, N.A., as
    Co-Documentation Agents, and the other financial institutions
    party thereto (incorporated herein by reference to Exhibit 10.15
    to Pactiv Corporations Quarterly Report on form 10-Q for
    the quarter ended March 31, 2006, File No. 1-15157).10
.12

Pactiv Corporation Defined Retirement Savings Plan (incorporated
    herein by reference to Exhibit 10.16 to Pactiv
    Corporations Annual Report on Form 10-K for the year ended
    December 31, 2004, File No. 1-15157).10
.13

Form of Pactiv Corporation Non-Qualified Stock Option Award
    Agreement (incorporated herein by reference to Exhibit 10.17 to
    Pactiv Corporations Annual Report on Form 10-K for the
    year ended December 31, 2004, File No. 1-15157).10
.14

Form of Pactiv Corporation Performance Share Award Agreement
    (incorporated herein by reference to Exhibit 10.18 to Pactiv
    Corporations Annual Report on Form 10-K for the year ended
    December 31, 2004, File No. 1-15157).10
.15

Summary of Compensation Arrangements of Directors (incorporated
    herein by reference to Exhibit 10.19 to Pactiv
    Corporations Quarterly Report on Form 10-Q for the quarter
    ended June 30, 2006, File No. 1-15157).10
.16

Summary of Named Executive Officer Compensation Arrangements
    (incorporated herein by reference to Exhibit 10.20 to Pactiv
    Corporations Annual Report on Form 10-K for the year ended
    December 31, 2004, File No. 1-15157).10
.17

Stock Purchase agreement dated as of June 23, 2005, among Pactiv
    Corporation and certain of its affiliates, as sellers, and PFP
    Holding II Corporation, as purchaser (incorporated herein
    by reference to Exhibit 10.21 to Pactiv Corporations
    Current Report on Form 8-K dated June 23, 2005, File No.
    1-15157) 24




---



##### Table of Contents



Exhibit No.

Description10
.18

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
.19

Agreement and Plan of Merger dated April 10, 2007, among Pactiv
    Corporation, Meadow Acquisition Corp., Prairie Packaging, Inc.,
    Earl W. Shapiro, and Benjamin M. Shapiro (incorporated herein by
    reference to Exhibit 10.23 to Pactiv Corporations Current
    Report on Form 8-K dated April 12, 2006, File No. 1-15157).10
.20

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
.21

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.15


None.18


None.19


None.22


None.23


None.24


None.*31
.1

Rule 13a-14(a)/15d-14(a) Certification.*31
.2

Rule 13a-14(a)/15d-14(a) Certification.**32
.1

Section 1350 Certification.**32
.2

Section 1350 Certification.     *
    
    Filed herewith**
    
    Furnished herewith 25




---



##### Table of Contents



SIGNATURES
      By:
    /s/  ANDREW
    A. CAMPBELL       26