##### 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 March 31, 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
  Rule 12b-2
  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




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##### 





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


22Item 4. Controls and Procedures


23PART II  Other
    InformationItem 1. Legal Proceedings


24Item 1A. Risk Factors


24Item 2. Unregistered Sales of Equity
    Securities and Use of Proceeds


24Item 3. Defaults Upon Senior Securities*


24Item 4. Submission of Matters to a Vote of Security Holders*


24Item 5. Other Information*


24Item 6. Exhibits


24CertificationCertificationSection 1350 CertificationSection 1350 Certification      *
    
    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 March 31,(In millions, except share and per-share data)

2008


2007Sales

$
808


$
677Costs and expensesCost of sales, excluding depreciation and amortization


598



471Selling, general, and administrative


71



66Depreciation and amortization


46



36Other






1Restructuring and other


14



729



574Operating income


79



103Other income (expense)Interest income


1



2Interest expense, net of interest capitalized


(27
)


(18
)Income before income taxes


53



87Income-tax expense


18



30Income from continuing operations


35



57Loss from discontinued operations, net of tax


(1
)


Net income

$
34


$
57Earnings per shareWeighted-average number of shares of common stock outstandingBasic


130,593,232



131,706,830Diluted


132,107,033



133,538,777Basic earnings per share of common stockContinuing operations

$
0.26


$
0.43Discontinued operations






Total

$
0.26


$
0.43Diluted earnings per share of common stockContinuing operations

$
0.26


$
0.43Discontinued operations






Total

$
0.26


$
0.43    3




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##### Table of Contents



Condensed
    Consolidated Statement of Financial Position  March 31,


December 31,(In millions, except share data)

2008


2007AssetsCurrent assetsCash and temporary cash investments

$
52


$
95Accounts and notes receivableTrade, less allowances of $8 and $6 at the respective dates


266



254Other


19



19Total accounts and notes receivable


285



273InventoriesFinished goods


245



195Work in process


56



56Raw materials


85



73Other materials and supplies


48



45Total inventories


434



369Deferred income-tax assets


44



46Other


14



14Total current assets


829



797Property, plant, and equipment, net


1,270



1,264Other assetsGoodwill


1,122



1,123Intangible assets, net


416



423Other


207



158Total other assets


1,745



1,704Total assets

$
3,844


$
3,765Liabilities and shareholders equityCurrent liabilitiesShort-term debt, including current maturities of long-term debt

$
1


$
Accounts payable


204



162Taxes accrued


56



58Interest accrued


29



23Accrued promotions, rebates, and discounts


59



67Accrued payroll and benefits


57



80Other


76



68Liabilities from discontinued operations






2Total current liabilities


482



460Long-term debt


1,554



1,574Deferred income taxes


239



219Pension and postretirement benefits


151



147Other


91



94Noncurrent liabilities related to discontinued operations


29



32Minority interest


13



13Shareholders equityCommon stock  $0.01 par value,
    350,000,000 shares authorized, 130,782,233 and
    130,439,873 shares issued and outstanding, after deducting
    41,000,944 and 41,343,304 shares held in treasury, at the
    respective dates


1



1Premium on common stock and other capital surplus


686



683Accumulated other comprehensive income (loss)Currency translation adjustment


30



26Pension and postretirement plans


(881
)


(894
)Gain on derivatives


6



8Retained earnings


1,443



1,402Total shareholders equity


1,285



1,226Total liabilities and shareholders equity

$
3,844


$
3,765    4




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##### Table of Contents



Condensed
    Consolidated Statement of Cash Flows  For the three months ended March 31 (In millions)

2008


2007Operating activitiesNet income

$
34


$
57Less loss from discontinued operations


1



Income from continuing operations


35



57Adjustments to reconcile net income to cash provided by
    operating activities:Depreciation and amortization


46



36Deferred income taxes


8



9Restructuring and other


12



Pension income


(12
)


(13
)Noncash compensation expense


5



2Net working capital


(64
)


(58
)Other


(1
)


9Cash provided by operating activities  continuing
    operations


29



42Cash used by operating activities  discontinued
    operations


(5
)


Cash provided by operating activities

$
24


$
42Investing activitiesExpenditures for property, plant, and equipment


(47
)


(24
)Net proceeds from the sale of a business or assets






1Other investing activities


1



Cash used by investing activities

$
(46
)

$
(23
)Financing activitiesIssuance of common stock


1



12Purchase of common stock


(2
)


(100
)Revolving-credit facility payment


(20
)


Other


(1
)


13Cash used by financing activities

$
(22
)

$
(75
)Effect of foreign-exchange rate changes on cash and temporary
    cash investments


1



Decrease in cash and temporary cash investments


(43
)


(56
)Cash and temporary cash investments, January 1


95



181Cash and temporary cash investments, March 31

$
52


$
125    5




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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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Changes
    in Accounting Principles
             7




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##### Table of Contents



Note 3.
    Restructuring
    and Other  (earnings-per-share earnings-per-share
      Asset(In millions)

Severance


write-offs


TotalAccrued restructuring balance at January 1, 2008

$



$



$
Additions/adjustments to the accountConsumer Products


1



4



5Foodservice/Food Packaging


6



2



8Other


1







1Total additions/adjustments


8



6



14Cash payments


(1
)






(1
)Charges against asset accounts






(6
)


(6
)Accrued restructuring balance at March 31, 2008

$
7


$



$
7Restructuring costs at March 31, 2008Consumer Products

$
1


$
4


$
5Foodservice/Food Packaging


6



2



8Other


1







1Total

$
8


$
6


$
14Projected total restructuring costsConsumer Products

$
1


$
6


$
7Foodservice/Food Packaging


6



3



9Other


1







1Total

$
8


$
9


$
17  8




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##### Table of Contents



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

$
138Property, plant, and equipment


164Intangible assets


206Goodwill


590Total 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


$
1,123Foreign-currency translation adjustment






(1
)


(1
)Balance, March 31, 2008

$
286


$
836


$
1,122     March 31, 2008


December 31, 2007Carrying


Accumulated


Carrying


Accumulated(In millions)

value


amortization


value


amortizationIntangible assets subject to amortizationPatents

$
87


$
66


$
87


$
64Customer relationships


206



11



206



8Other


148



77



148



75441



154



441



147Intangible assets not subject to amortization (primarily
    trademarks)


129







129



$
570


$
154


$
570


$
147   15-year
  Note 8.
    Property,
    Plant, and Equipment, Net  March 31,


December 31,(In millions)

2008


2007Original costLand, buildings, and improvements

$
665


$
662Machinery and equipment


1,733



1,720Other, including construction in progress


185



152$
2,583


$
2,534Less accumulated depreciation and amortization


(1,313
)


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

$
1,270


$
1,264    10




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##### Table of Contents



Note 9.
    Common
    Stock  Earnings
    Per Share
    Three months ended March 31,(In millions, except share and per-share data)

2008


2007Basic earnings per shareIncome from continuing operations

$
35


$
57Weighted-average number of shares of common stock outstanding


130,593,232



131,706,830Basic earnings from continuing operations per share

$
0.26


$
0.43Diluted earnings per shareIncome from continuing operations

$
35


$
57Weighted-average number of shares of common stock outstanding


130,593,232



131,706,830Effect of dilutive securitiesStock options


808,961



1,396,113Performance shares


702,443



433,113Restricted shares


2,397



2,721Weighted-average number of shares of common stock outstanding,
    including dilutive securities


132,107,033



133,538,777Diluted earnings from continuing operations per share

$
0.26


$
0.43     Grantor
    Trust
    Note 10.
    Segment
    Information   11




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##### Table of Contents



Consumer


Foodservice/Food(In millions)

Products


Packaging


Other


TotalFor the three months ended March 31, 2008Sales to external customers

$
290


$
518


$



$
808Operating income


30



47



2
(b)


79
(a)Total assets


1,325



2,218



301
(c)


3,844For the three months ended March 31, 2007Sales to external customers

$
247


$
430


$



$
677Operating income (loss)


54



50



(1
)(b)


103Total assets


1,007



1,475



210
(c)


2,692     (a)
    
    Includes restructuring and other charges of $14 million
    (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 March 31,(In millions)

2008


2007Net income

$
34


$
57Other comprehensive income (loss)Pension and postretirement plans


13



7Net currency-translation gain (loss)


4



(2
)Loss on derivatives


(2
)


Total comprehensive income

$
49


$
62   Note 12.
    Pension
    Plans and Other Postretirement Benefits    Three months ended March 31,(In millions)

2008


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

$
(4
)

$
(4
)Interest cost of benefit obligations


(60
)


(57
)Expected return on plan assets


87



86Amortization of unrecognized net losses


(11
)


(12
)Total net periodic-benefit income

$
12


$
13    12




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Note 13.
    Contingencies  Litigation
      Environmental
    Matters
  clean-up clean-up
  Note 14.
    Income
    Taxes     13




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##### Table of Contents



14




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##### 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
  (earnings-per-share earnings-per-share
      Asset(In millions)

Severance


write-offs


TotalAccrued restructuring balance at January 1, 2008

$



$



$
Additions/adjustments to the accountConsumer Products


1



4



5Foodservice/Food Packaging


6



2



8Other


1







1Total additions/adjustments


8



6



14Cash payments


(1
)






(1
)Charges against asset accounts






(6
)


(6
)Accrued restructuring balance at March 31, 2008

$
7


$



$
7 15




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##### Table of Contents



Asset(In millions)

Severance


write-offs


TotalRestructuring costs at March 31, 2008Consumer Products

$
1


$
4


$
5Foodservice/Food Packaging


6



2



8Other


1







1Total

$
8


$
6


$
14Projected total restructuring costsConsumer Products

$
1


$
6


$
7Foodservice/Food Packaging


6



3



9Other


1







1Total

$
8


$
9


$
17   Three
    Months Ended March 31, 2008, Compared with Three Months
    Ended March 31, 2007
  Significant
    Trends
          Sales
  Three months


Increaseended  March 31,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
290


$
247


$
43



17.4
%Foodservice/Food Packaging


518



430



88



20.4Total

$
808


$
677


$
131



19.4
%  16




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##### Table of Contents



Operating
    Income
  Three months


Increaseended March 31,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
30


$
54


$
(24
)


(44.4
)%Foodservice/Food Packaging


47



50



(3
)


(6.0
)Other


2



(1
)


3Total

$
79


$
103


$
(24
)


(23.3
)%       Operating income - Three months ended March 31, 2008GAAP


Restructuring and


Excluding restructuring(In millions)

basis


other charges


and other chargesConsumer Products

$
30


$
5


$
35Foodservice/Food Packaging


47



8



55Other


2



1



3Total

$
79


$
14


$
93    17




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##### Table of Contents



Three months


Increaseended March 31,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
35


$
54


$
(19
)


(35.2
)%Foodservice/Food Packaging


55



50



5



10.0Other


3



(1
)


4Total

$
93


$
103


$
(10
)


(9.7
)%           Income
    from Continuing Operations
    Liquidity
    and Capital Resources
  Capitalization
  March 31,


December 31,


Increase(In millions)

2008


2007


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

$
1


$



$
1Long-term debt


1,554



1,574



(20
)Total debt


1,555



1,574



(19
)Minority interest


13



13



Shareholders equity


1,285



1,226



59Total capitalization

$
2,853


$
2,813


$
40Ratio of total debt to total capitalization


54.5
%


56.0
%  18




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##### Table of Contents



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

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


13Foreign-currency translation adjustments


4Loss on derivatives


(2
)Adoption of SFAS No. 158 (1) measurement
    date change


7Stock repurchases


(2
)Net income


34Stock-based compensation and common stock issued in connection
    with stock-option exercises


5Shareholders equity at March 31, 2008

$
1,285     (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
  Three monthsended March 31,


Increase(In millions)

2008


2007


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

$
24


$
42


$
(18
)Investing activities


(46
)


(23
)


(23
)Financing activities


(22
)


(75
)


53         Capital
    Commitments
    Contractual
    Obligations
   19




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##### Table of Contents



Liquidity
    and Off-Balance-Sheet Financing
  5-year
      Changes
    in Accounting Principles
        Critical
    Accounting Policies
  Form 10-K.
 20




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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. 21




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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









$
262


$
1,142


$
1,404Floating-rate debt

$
5


$
280










$
285Average interest rate


2.7
%


4.4
%










4.4
%Fair value

$
5


$
280










$
285      22




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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))
 23




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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      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


programsJanuary 2008


51,829


$
25.94



51,829



545,750February 2008


23,389



27.36



23,389



522,361Total


75,218







75,218   ITEM 3-5.
    None  ITEM 6.
    Exhibits    24




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##### Table of Contents



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 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). 25




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##### Table of Contents



Exhibit No.

Description4
.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).10
.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). 26




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##### Table of Contents



Exhibit No.

Description10
.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).10
.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 27




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##### Table of Contents



SIGNATURES
      By:
    /s/  ANDREW
    A. CAMPBELL       28