##### 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, 2008ORo

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(State or other jurisdiction
    of
    incorporation or organization)

36-2552989(I.R.S. Employer
    Identification No.)   1900 West Field Court
    Lake Forest, Illinois(Address of principal executive
    offices)

60045(Zip Code)   Registrants Telephone Number, including area code:
    (847) 482-2000
  þ o
    Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    
    (Do not check if a smaller reporting company)

Smaller reporting
    company 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


15Item 3. Quantitative and Qualitative
    Disclosures About Market Risk


24Item 4. Controls and Procedures


25PART II  Other
    InformationItem 1. Legal Proceedings


26Item 1A. Risk Factors


26Item 2. Unregistered Sales of Equity
    Securities and Use of Proceeds


26Item 3. Defaults Upon Senior Securities*


26Item 4. Submission of Matters to a Vote of Security Holders*


26Item 5. Other Information*


26Item 6. Exhibits


26EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2      *
    
    No response to this item is included herein because either it is
    inapplicable or there is nothing to report. 2




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##### 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)

2008


2007


2008


2007Sales

$
925


$
872


$
2,684


$
2,377Costs and expensesCost of sales, excluding depreciation and amortization


711



626



2,013



1,685Selling, general, and administrative


67



76



208



215Depreciation and amortization


46



45



138



120Other


1



3



1



4Restructuring and other


(2
)






14



823



750



2,374



2,024Operating income


102



122



310



353Other income (expense)Interest income


1



1



2



4Interest expense, net of interest capitalized


(25
)


(29
)


(79
)


(67
)Income before income taxes and minority interest


78



94



233



290Income tax expense


24



35



80



104Minority interest


1







1



1Income from continuing operations


53



59



152



185Discontinued operations, net of tax










(4
)


1Net income

$
53


$
59


$
148


$
186Earnings per shareWeighted average number of shares of common stock outstandingBasic


130,907,540



130,648,291



130,762,298



131,045,346Diluted


132,098,844



132,197,719



132,050,604



132,792,715Basic earnings per share of common stockContinuing operations

$
0.40


$
0.46


$
1.16


$
1.41Discontinued operations










(0.03
)


0.01Total

$
0.40


$
0.46


$
1.13


$
1.42Diluted earnings per share of common stockContinuing operations

$
0.40


$
0.45


$
1.15


$
1.39Discontinued operations










(0.03
)


0.01Total

$
0.40


$
0.45


$
1.12


$
1.40    3




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##### Table of Contents



Condensed
    Consolidated Statement of Financial Position  September 30,


December 31,(In millions, except share data)

2008


2007AssetsCurrent assetsCash and temporary cash investments

$
37


$
95Accounts and notes receivableTrade, less allowances of $5 and $6 at the respective dates


280



254Other


20



19Total accounts and notes receivable


300



273InventoriesFinished goods


246



195Work in process


57



56Raw materials


96



73Other materials and supplies


51



45Total inventories


450



369Deferred income tax assets


37



46Other


11



14Total current assets


835



797Property, plant, and equipment, net


1,236



1,264Other assetsGoodwill


1,131



1,123Intangible assets, net


403



423Pension Asset


195



96Other


60



62Total other assets


1,789



1,704Total assets

$
3,860


$
3,765Liabilities and shareholders equityCurrent liabilitiesAccounts payable

$
192


$
162Taxes accrued


38



58Interest accrued


28



23Accrued promotions, rebates, and discounts


67



67Accrued payroll and benefits


65



80Other


72



68Liabilities from discontinued operations






2Total current liabilities


462



460Long-term debt


1,425



1,574Deferred income taxes


287



219Pension and postretirement benefits


151



147Other


76



94Noncurrent liabilities related to discontinued operations


31



32Minority interest


13



13Shareholders equityCommon stock  $0.01 par value,
    350,000,000 shares authorized, 130,938,820 and
    130,439,873 shares issued and outstanding, after deducting
    40,842,357 and 41,343,304 shares held in treasury, at the
    respective dates


1



1Premium on common stock and other capital surplus


694



683Accumulated other comprehensive income (loss)Currency translation adjustment


23



26Pension and postretirement plans


(867
)


(894
)Gain (loss) on derivatives


7



8Retained earnings


1,557



1,402Total shareholders equity


1,415



1,226Total liabilities and shareholders equity

$
3,860


$
3,765    4




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##### Table of Contents



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

2008


2007Operating activitiesNet income

$
148


$
186Less results from discontinued operations


4



(1
)Income from continuing operations


152



185Adjustments to reconcile income from continuing operations to
    cash provided (used) by operating activities:Depreciation and amortization


138



120Deferred income taxes


41



20Restructuring and other


13



Pension income


(37
)


(38
)Noncash compensation expense


12



7Net working capital


(104
)


(12
)Other


(5
)


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


210



282Cash provided (used) by operating activities 
    discontinued operations


(7
)


(6
)Cash provided (used) by operating activities

$
203


$
276Investing activitiesExpenditures for property, plant, and equipment


(109
)


(103
)Acquisitions of businesses and assets






(1,023
)Net proceeds from the sale of a business or assets






1Cash provided (used) by investing activities

$
(109
)

$
(1,125
)Financing activitiesIssuance of common stock


2



19Purchase of common stock


(2
)


(107
)Issuance of long-term debt, net of discounts






498Retirement of long-term debt






(99
)Revolving credit facility borrowings






432Revolving credit facility payment


(150
)


(40
)Other


(1
)


32Cash provided (used) by financing activities

$
(151
)

$
735Effect of foreign-exchange rate changes on cash and temporary
    cash investments


(1
)


2Increase (decrease) in cash and temporary cash investments


(58
)


(112
)Cash and temporary cash investments, January 1


95



181Cash and temporary cash investments, September 30

$
37


$
69    5




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##### Table of Contents



Notes to
    Financial Statements (Unaudited)  Note 1.
    Basis of
    Presentation  Form 10-K (866) 456-5439.
      
    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.
  Accounts
    and Notes Receivable
   6




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##### Table of Contents



Changes
    in Accounting Principles
             7




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##### Table of Contents



Note 3.
    Restructuring
    and Other        Asset(In millions)

Severance


write-offs


Other (a)


TotalAccrued restructuring balance at June 30, 2008

$
5


$



$



$
5Additions/adjustments to the accountConsumer Products


1



1



(5
)


(3
)Foodservice/Food Packaging










1



1Other














Total additions/adjustments


1



1



(4
)


(2
)Cash payments


(3
)






7



4Charges against asset accounts






(1
)


(3
)


(4
)Accrued restructuring balance at September 30, 2008

$
3


$



$



$
3Restructuring charges for the nine months ended
    September 30, 2008Consumer Products

$
2


$
6


$
(4
)

$
4Foodservice/Food Packaging


6



2



1



9Other


1











1Total

$
9


$
8


$
(3
)

$
14Projected total restructuring costsConsumer Products

$
2


$
7


$
(4
)

$
5Foodservice/Food Packaging


6



2



2



10Other


1











1Total

$
9


$
9


$
(2
)

$
16     (a)
    
    Consists principally of a gain on the sale of one of our
    facilities and asset removal and transfer costs. 8




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##### Table of Contents



Note 4.
    Discontinued
    Operations      Note 5.
    Business
    Combination    15-year
      (In millions)Current assets

$
137Property, plant, and equipment


154Intangible assets


206Goodwill


601Total assets acquired


1,098Current liabilities


77Long-term liabilities


6Total liabilities assumed


83Net assets acquired

$
1,015   Note 6.
    Long-Term
    Debt and Financing Arrangements   9




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##### Table of Contents



Note 7.
    Goodwill
    and Intangible Assets    Consumer


Foodservice/(In millions)

Products


Food Packaging


TotalBalance, December 31, 2007

$
286


$
837


$
1,123Goodwill adjustment


3



8



11Foreign currency translation adjustment






(3
)


(3
)Balance, September 30, 2008

$
289


$
842


$
1,131     September 30, 2008


December 31, 2007Carrying


Accumulated


Carrying


Accumulated(In millions)

value


amortization


value


amortizationIntangible assets subject to amortizationPatents

$
87


$
68


$
87


$
64Customer relationships


206



18



206



8Other


148



81



148



75441



167



441



147Intangible assets not subject to amortization (primarily
    trademarks)


129







129



$
570


$
167


$
570


$
147   15-year
 10




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##### Table of Contents



Note 8.
    Property,
    Plant, and Equipment, Net  September 30,


December 31,(In millions)

2008


2007Original costLand, buildings, and improvements

$
657


$
662Machinery and equipment


1,760



1,720Other, including construction in progress


175



152$
2,592


$
2,534Less accumulated depreciation and amortization


(1,356
)


(1,270
)Net property, plant, and equipment

$
1,236


$
1,264     Note 9.
    Common
    Stock  Earnings
    Per Share
    Three months ended September 30,


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

2008


2007


2008


2007Basic earnings per shareIncome from continuing operations

$
53


$
59


$
152


$
185Weighted average number of shares of common stock outstanding


130,907,540



130,648,291



130,762,298



131,045,346Basic earnings from continuing operations per share

$
0.40


$
0.46


$
1.16


$
1.41Diluted earnings per shareIncome from continuing operations

$
53


$
59


$
152


$
185Weighted average number of shares of common stock outstanding


130,907,540



130,648,291



130,762,298



131,045,346Effect of dilutive securitiesStock options


667,501



1,047,360



705,627



1,253,130Performance shares


522,591



500,168



580,876



491,873Restricted shares


1,212



1,900



1,803



2,366Weighted average number of shares of common stock outstanding,
    including dilutive securities


132,098,844



132,197,719



132,050,604



132,792,715Diluted earnings from continuing operations per share

$
0.40


$
0.45


$
1.15


$
1.39    11




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##### Table of Contents



Rabbi
    Trust
    Note 10.
    Segment
    Information      Consumer


Foodservice/Food(In millions)

Products


Packaging


Other


TotalFor the three months ended September 30, 2008Sales to external customers

$
342


$
583


$



$
925Operating income (loss)


51



52



(1
) (b)


102
(a)For the three months ended September 30, 2007Sales to external customers

$
326


$
546


$



$
872Operating income (loss)


53



71



(2
) (b)


122At September 30, 2008, and for the nine months then
    endedSales to external customers

$
990


$
1,694


$



$
2,684Operating income (loss)


142



167



1
(b)


310
(a)Total assets


1,351



2,181



328
(c)


3,860At September 30, 2007, and for the nine months then
    endedSales to external customers

$
881


$
1,496


$



$
2,377Operating income (loss)


165



189



(1
) (b)


353Total assets


1,388



2,144



154
(c)


3,686     (a)
    
    Includes restructuring and other charges/(credits) of
    ($2) million for the three months ended September 30,
    2008, and $14 million for the nine months ended
    September 30, 2008 (see Note 3 for details by segment).(b)
    
    Includes pension plan income and unallocated corporate expenses.(c)
    
    Includes administrative service operations.  Note 11.
    Comprehensive
    Income (Loss)    Three months ended September 30,


Nine months ended September 30,(In millions)

2008


2007


2008


2007Net income

$
53


$
59


$
148


$
186Other comprehensive income (loss)Pension and postretirement plans


7



7



27



21Net currency translation gain (loss)


(13
)


5



(3
)


12Gain (loss) on derivatives






(1
)


(1
)


8Total comprehensive income

$
47


$
70


$
171


$
227  12




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##### Table of Contents



Note 12.
    Pension
    Plans and Other Postretirement Benefits    Three months


Nine monthsended September 30,


ended September 30,(In millions)

2008


2007


2008


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

$
(4
)

$
(5
)

$
(12
)

$
(14
)Interest cost of benefit obligations


(60
)


(57
)


(180
)


(170
)Expected return on plan assets


87



86



262



257Amortization of unrecognized net losses


(11
)


(11
)


(33
)


(35
)Total net periodic-benefit income (expense)

$
12


$
13


$
37


$
38       Three months


Nine monthsended September 30,


ended September 30,(In millions)

2008


2007


2008


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

$
(1
)

$
(1
)

$
(1
)

$
(1
)Interest cost of benefit obligations


(1
)


(1
)


(4
)


(4
)Expected return on plan assets


1



1



1



1Amortization of unrecognized net losses


(1
)






(1
)


(1
)Total net periodic-benefit income (expense)

$
(2
)

$
(1
)

$
(5
)

$
(5
)     Note 13.
    Contingencies  Litigation
   13




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##### Table of Contents



Environmental
    Matters
  clean-up clean-up
  Note 14.
    Income
    Taxes               14




---



##### Table of Contents



ITEM 2.
    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, and other institutional foodservice outlets, food
    processors, and grocery chains.
    Otherrelates to corporate and administrative service
    operations and retiree benefit income and expense.    Restructuring
    and Other
        Asset(In millions)

Severance


write-offs


Other (a)


TotalAccrued restructuring balance at June 30, 2008

$
5


$



$



$
5Additions/adjustments to the accountConsumer Products


1



1



(5
)


(3
)Foodservice/Food Packaging










1



1Other














Total additions/adjustments


1



1



(4
)


(2
)Cash payments


(3
)






7



4Charges against asset accounts






(1
)


(3
)


(4
)Accrued restructuring balance at September 30, 2008

$
3


$



$



$
3 15




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##### Table of Contents



Asset(In millions)

Severance


write-offs


Other (a)


TotalRestructuring charges for the nine months ended
    September 30, 2008Consumer Products

$
2


$
6


$
(4
)

$
4Foodservice/Food Packaging


6



2



1



9Other


1











1Total

$
9


$
8


$
(3
)

$
14Projected total restructuring costsConsumer Products

$
2


$
7


$
(4
)

$
5Foodservice/Food Packaging


6



2



2



10Other


1











1Total

$
9


$
9


$
(2
)

$
16     (a)
    
    Consists principally of a gain on the sale of one of our
    facilities and asset removal and transfer costs.  Significant
    Trends, Opportunities and Challenges
           16




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##### Table of Contents



Results
    of Continuing Operations
    Three
    Months Ended September 30, 2008, Compared with Three Months
    Ended September 30, 2007
  Sales
  Three months


Increaseended September 30,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
342


$
326


$
16



4.9
%Foodservice/Food Packaging


583



546



37



6.8Total

$
925


$
872


$
53



6.1
%         Operating
    Income
  Three months


Increaseended September 30,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
51


$
53


$
(2
)


(3.8
)%Foodservice/Food Packaging


52



71



(19
)


(26.8
)Other


(1
)


(2
)


1



50.0Total

$
102


$
122


$
(20
)


(16.4
)%    17




---



##### Table of Contents



Operating income - three months ended September 30,
    2008GAAP


Restructuring and


Excluding restructuring(In millions)

basis


other


and otherConsumer Products

$
51


$
(3
)

$
48Foodservice/Food Packaging


52



1



53Other


(1
)






(1
)Total

$
102


$
(2
)

$
100       Three months


Increaseended September 30,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
48


$
53


$
(5
)


(9.4
)%Foodservice/Food Packaging


53



71



(18
)


(25.4
)Other


(1
)


(2
)


1



50.0Total

$
100


$
122


$
(22
)


(18.0
)%         Income
    from Continuing Operations
   18




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##### Table of Contents



Nine
    Months Ended September 30, 2008, compared with Nine Months
    Ended September 30, 2007
  Sales
  Nine months


Increaseended September 30,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
990


$
881


$
109



12.4
%Foodservice/Food Packaging


1,694



1,496



198



13.2Total

$
2,684


$
2,377


$
307



12.9
%         Operating
    Income
  Nine months


Increaseended September 30,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
142


$
165


$
(23
)


(13.9
)%Foodservice/Food Packaging


167



189



(22
)


(11.6
)Other


1



(1
)


2



200.0Total

$
310


$
353


$
(43
)


(12.2
)%       Operating income - nine months ended September 30,
    2008GAAP


Restructuring and


Excluding restructuring(In millions)

basis


other


and otherConsumer Products

$
142


$
4


$
146Foodservice/Food Packaging


167



9



176Other


1



1



2Total

$
310


$
14


$
324    19




---



##### Table of Contents



Nine months


Increaseended September 30,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
146


$
165


$
(19
)


(11.5
)%Foodservice/Food Packaging


176



189



(13
)


(6.9
)Other


2



(1
)


3



300.0Total

$
324


$
353


$
(29
)


(8.2
)%         Income
    from Continuing Operations
    Liquidity
    and Capital Resources
  Capitalization
  September 30,


December 31,


Increase(In millions)

2008


2007


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

$



$



$
Long-term debt


1,425



1,574



(149
)Total debt


1,425



1,574



(149
)Minority interest


13



13



Shareholders equity


1,415



1,226



189Total capitalization

$
2,853


$
2,813


$
40Ratio of total debt to total capitalization


49.9
%


56.0
%  20




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##### Table of Contents



(In millions)Shareholders equity at December 31, 2007

$
1,226Increase (decrease)Change in pension and postretirement plans


27Foreign currency translation adjustments


(3
)Loss on derivatives


(1
)Adoption of SFAS No. 158(1) measurement date
    change


7Stock repurchases


(2
)Net income


148Stock-based compensation and common stock issued in connection
    with stock option exercises


13Shareholders equity at September 30, 2008

$
1,415     (1)
    
    Statement of Financial Accounting Standards (SFAS) No. 158,
    Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an Amendment of
    SFAS Nos. 87, 88, 106, and 132(R).  Cash
    Flows
  Nine monthsended September 30,


Increase(In millions)

2008


2007


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

$
203


$
276


$
(73
)Investing activities


(109
)


(1,125
)


1,016Financing activities


(151
)


735



(886
)         Capital
    Commitments
   21




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##### Table of Contents



Contractual
    Obligations
    Liquidity
    and Off-Balance-Sheet Financing
  5-year
    Changes
    in Accounting Principles
        Critical
    Accounting Policies
  Form 10-K.
 22




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##### 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 SEC, the FASB, 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




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##### 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


$
1,077


$
1,329Floating rate debt

$
5


$
150










$
155Average interest rate


7.5
%


3.4
%










3.5
%Fair value

$
5


$
150










$
155      24




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##### Table of Contents



ITEM 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e))
  Rules 13a-15(f) 15d-15(f))
 25




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##### 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      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). 26




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##### 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
    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).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). 27




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##### 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 dated
    November 8, 2002, 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) 28




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##### 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 29




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SIGNATURES
      By:
    /s/  EDWARD
    T. WALTERS       30