##### 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, 2009ORo

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
  Regulation S-T o 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




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##### 





TABLE OF
    CONTENTS
   
 PagePART I  Financial
    InformationItem 1. Financial Statements (Unaudited)


3Consolidated Statement of Income


3Condensed Consolidated Statement of Financial
    Position


4Condensed Consolidated Statement of Cash Flows


5Condensed Consolidated Statement of Changes in
    Equity


6Condensed Consolidated Statement of Comprehensive
    Income (Loss)


7Notes to Financial Statements


8Item 2. Managements Discussion and
    Analysis of Financial Condition and Results of Operations


16Item 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


26EX-31.1EX-31.2EX-32.1EX-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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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)

2009


2008Sales

$
766


$
808Costs and expensesCost of sales, excluding depreciation and amortization


473



598Selling, general, and administrative


80



71Depreciation and amortization


46



46Restructuring and other






14599



729Operating income


167



79Other income (expense)Interest income






1Interest expense, net of interest capitalized


(23
)


(27
)Income before income taxes


144



53Income tax expense


53



18Income from continuing operations


91



35Discontinued operations, net of tax






(1
)Net income attributable to Pactiv

$
91


$
34Earnings per shareWeighted-average number of shares of common stock outstandingBasic


131,708,127



130,593,232Diluted


132,485,534



132,107,033Basic earnings per share of common stock attributable to Pactiv
    common shareholdersContinuing operations

$
0.69


$
0.26Discontinued operations






Total

$
0.69


$
0.26Diluted earnings per share of common stock attributable to
    Pactiv common shareholdersContinuing operations

$
0.69


$
0.26Discontinued operations






Total

$
0.69


$
0.26    3




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Condensed
    Consolidated Statement of Financial Position  March 31,


December 31,(In millions, except share data)

2009


2008AssetsCurrent assetsCash and temporary cash investments

$
152


$
80Accounts and notes receivableTrade, less allowances of $9 and $7 at the respective dates


231



264Other


13



47Total accounts and notes receivable


244



311InventoriesFinished goods


190



161Work in process


61



55Raw materials


79



78Other materials and supplies


47



50Total inventories


377



344Deferred income tax assets


34



34Other


15



16Total current assets


822



785Property, plant, and equipment, net


1,200



1,209Other assetsGoodwill


1,123



1,124Intangible assets, net


392



396Pension asset


5



5Noncurrent deferred income tax asset


115



141Other


63



65Total other assets


1,698



1,731Total assets

$
3,720


$
3,725Liabilities and equityCurrent liabilitiesAccounts payable

$
128


$
115Taxes accrued


51



14Interest accrued


28



20Accrued promotions, rebates, and discounts


60



68Accrued payroll and benefits


59



66Other


44



50Total current liabilities


370



333Long-term debt


1,345



1,345Pension and postretirement benefits


1,144



1,266Other


88



96Noncurrent liabilities related to discontinued operations


30



30Pactiv shareholders equityCommon stock  $0.01 par value,
    350,000,000 shares authorized, 131,897,727 and
    131,510,270 shares issued and outstanding, after deducting
    39,885,450 and 40,272,907 shares held in treasury, at the
    respective dates


1



1Premium on common stock and other capital surplus


709



710Accumulated other comprehensive income (loss)Currency translation adjustment


(26
)


(16
)Pension and postretirement plans


(1,681
)


(1,689
)Gain (loss) on derivatives


7



7Retained earnings


1,717



1,626Total Pactiv shareholders equity


727



639Noncontrolling interest


16



16Total equity


743



655Total liabilities and equity

$
3,720


$
3,725    4




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

2009


2008Operating activitiesNet income attributable to Pactiv

$
91


$
34Discontinued operations






1Income from continuing operations


91



35Adjustments to reconcile income from continuing operations to
    cash provided (used) by operating activities:Depreciation and amortization


46



46Deferred income taxes


20



8Restructuring and other






12Pension income


(7
)


(12
)Noncash compensation expense


3



5Net working capital


67



(64
)Pension contributions


(100
)


Other


(4
)


(1
)Cash provided (used) by operating activities 
    continuing operations


116



29Cash provided (used) by operating activities 
    discontinued operations






(5
)Cash provided (used) by operating activities

$
116


$
24Investing activitiesExpenditures for property, plant, and equipment

$
(23
)

$
(47
)Acquisitions of businesses and assets


(20
)


Other investing activities


1



1Cash provided (used) by investing activities

$
(42
)

$
(46
)Financing activitiesIssuance of common stock

$



$
1Purchase of common stock






(2
)Revolving credit facility payment






(20
)Other


(1
)


(1
)Cash provided (used) by financing activities

$
(1
)

$
(22
)Effect of foreign exchange rate changes on cash and temporary
    cash investments


(1
)


1Increase (decrease) in cash and temporary cash investments


72



(43
)Cash and temporary cash investments, January 1


80



95Cash and temporary cash investments, March 31

$
152


$
52    5




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Consolidated
    Statement of Changes in Equity(In
    millions, except share amounts)  Pactiv ShareholdersPremium oncommon stock





Accumulatedand other





otherCommon


capital


Retained


comprehensive


Noncontrolling


Totalstock


surplus


earnings


income (loss)


interest


equityThree months ended March 31, 2009Balance, December 31, 2008

$
1


$
710


$
1,626


$
(1,698
)

$
16


$
655Premium on common stock issued (371,322 shares)






11















11Translation of foreign currency statements














(10
)






(10
)Stock-based compensation






(12
)














(12
)Gain (loss) on derivativesChange in pension and postretirement plan funded status, net of
    tax of $5














8







8Net income










91











91Total comprehensive income (loss)Balance, March 31, 2009

$
1


$
709


$
1,717


$
(1,700
)

$
16


$
743Three months ended March 31, 2008Balance, December 31, 2007

$
1


$
683


$
1,402


$
(862
)

$
15


$
1,239Premium on common stock issued (417,578 shares)






9















9Treasury stock repurchased (75,218 shares)






(2
)














(2
)Translation of foreign currency statements














3



1



4Stock-based compensation






(4
)














(4
)Gain (loss) on derivatives














(2
)






(2
)Impact of adopting SFAS No. 158 measurement date
    change, net of tax of $4










7











7Change in pension and postretirement plan funded status, net of
    tax of $9














13







13Net income










34











34Total comprehensive income (loss)Balance, March 31, 2008

$
1


$
686


$
1,443


$
(848
)

$
16


$
1,298    6




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Consolidated
    Statement of Comprehensive Income (Loss)  For the three months ended March 31(In millions)

2009


2008Consolidated net income

$
91


$
34Other comprehensive income (loss)Pension and postretirement plans


8



13Net currency translation gain (loss)


(10
)


4Gain (loss) on derivatives






(2
)Total other comprehensive income (loss)


(2
)


15Consolidated comprehensive income (loss)


89



49Comprehensive income (loss) attributable to the noncontrolling
    interest






1Comprehensive income (loss) attributable to Pactiv

$
89


$
48    7




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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.
    Otherincludes corporate and administrative service
    operations and retiree benefit income and expense.    Note 2.
    Summary
    of Accounting Policies  Form 10-K.
  Accounts
    and Notes Receivable
   8




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Changes
    in Accounting Principles
           9




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Note 3.
    Restructuring
    and Other      Note 4.
    Business
    Combination    15-year
    (In millions)Current assets

$
4Property, plant, and equipment


12Intangible assets


3Goodwill


2Total assets acquired


21Current liabilities


1Total liabilities assumed


1Net assets acquired

$
20  10




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Note 5.
    Discontinued
    Operations      Note 6.
    Long-Term
    Debt and Financing Arrangements      Note 7.
    Goodwill
    and Intangible Assets    Consumer


Foodservice/(In millions)

Products


Food Packaging


TotalBalance, December 31, 2008

$
289


$
835


$
1,124Goodwill additions


1



1



2Foreign currency translation adjustment






(3
)


(3
)Balance, March 31, 2009

$
290


$
833


$
1,123     March 31, 2009


December 31, 2008Carrying


Accumulated


Carrying


Accumulated(In millions)

value


amortization


value


amortizationIntangible assets subject to amortizationPatents

$
87


$
70


$
87


$
69Customer relationships


209



25



206



21Other


144



82



145



81440



177



438



171Intangible assets not subject to amortization (primarily
    trademarks)


129







129



$
569


$
177


$
567


$
171   15-year
   11




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Note 8.
    Property,
    Plant, and Equipment, Net  March 31,


December 31,(In millions)

2009


2008Original costLand, buildings, and improvements

$
652


$
654Machinery and equipment


1,826



1,808Other, including construction in progress


127



125$
2,605


$
2,587Less accumulated depreciation and amortization


(1,405
)


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

$
1,200


$
1,209     Note 9.
    Income
    Taxes           12




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Note 10.
    Common
    Stock  Earnings
    Per Share
    Three months ended March 31,(In millions, except share and per share data)

2009


2008Basic earnings per shareIncome from continuing operations

$
91


$
35Weighted-average number of shares of
    common stock outstanding


131,708,127



130,593,232Basic earnings from continuing
    operations per share

$
0.69


$
0.26Diluted earnings per shareIncome from continuing operations

$
91


$
35Weighted-average number of
    shares of common stock outstanding


131,708,127



130,593,232Effect of dilutive securitiesStock options


136,296



808,961Performance shares


639,671



702,443Restricted shares


1,440



2,397Weighted-average number of shares of
    common stock outstanding, including
    dilutive securities


132,485,534



132,107,033Diluted earnings from continuing
    operations per share

$
0.69


$
0.26     Rabbi
    Trust
   13




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Note 11.
    Pension
    Plans and Other Postretirement Benefits    Three monthsendedMarch 31,(In millions)

2009


2008Components of net periodic benefit income (expense)Service cost of benefits earned

$
(4
)

$
(4
)Interest cost of benefit obligations


(60
)


(60
)Expected return on plan assets


83



87Amortization of unrecognized net losses


(12
)


(11
)Total net periodic benefit income (expense)

$
7


$
12     Note 12.
    Segment
    Information      Consumer

Foodservice/Food(In millions)

Products

Packaging

Other

TotalFor the three months ended March 31, 2009Sales to external customers

$
283


$
483


$



$
766Operating income (loss)


74



95



(2
) (b)


167Total assets


1,240



2,115



365
(c)


3,720For the three months ended March 31, 2008Sales to external customers

$
290


$
518


$



$
808Operating income (loss) (a)


30



47



2
(b)


79Total assets


1,325



2,218



301
(c)


3,844     (a)
    
    Includes restructuring and other charges of $14 million
    ($5 million for Consumer Products, $8 million for
    Foodservice/Food Packaging, and $1 million for Other).(b)
    
    Includes pension plan income and unallocated corporate expenses.(c)
    
    Includes administrative service operations.  Note 13.
    Noncontrolling
    Interests   14




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15




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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.
    Otherincludes corporate and administrative service
    operations and retiree benefit income and expense.    Restructuring
    and Other
      Significant
    Trends, Opportunities and Challenges
   16




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Results
    of Continuing Operations
  Three
    Months Ended March 31, 2009, Compared with Three Months
    Ended March 31, 2008
  Sales
  Three months


Increaseended March 31,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
283


$
290


$
(7
)


(2.4
)%Foodservice/Food Packaging


483



518



(35
)


(6.8
)Total

$
766


$
808


$
(42
)


(5.2
)%        17




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Operating
    Income
  Three monthsended


IncreaseMarch 31,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products


$74



$30



$44



146.7
%Foodservice/Food Packaging


95



47



48



102.1Other


(2
)


2



(4
)


(200.0
)Total


$167



$79



$88



111.4
%       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       Three monthsended


IncreaseMarch 31,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products


$74


$
35


$
39



111.4
%Foodservice/Food Packaging


95



55



40



72.7Other


(2
)


3



(5
)


(166.7
)Total


$167


$
93


$
74



79.6
%        18




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##### Table of Contents



Income
    from Continuing Operations
    Liquidity
    and Capital Resources
  Capitalization
  March 31,


December 31,


Increase(In millions)

2009


2008


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

$



$



$
Long-term debt


1,345



1,345



Total debt


1,345



1,345



Noncontrolling interest


16



16



Pactiv shareholders equity


727



639



88Total capitalization

$
2,088


$
2,000


$
88Ratio of total debt to total capitalization


64.4
%


67.3
%   Cash
    Flows
  Three months ended March 31,

Increase(In millions)

2009

2008

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

$
116


$
24


$
92Investing activities


(42
)


(46
)


4Financing activities


(1
)


(22
)


21         Capital
    Commitments
    Contractual
    Obligations
   19




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##### Table of Contents



Liquidity
    and Off-Balance-Sheet Financing
  5-year
    Plus


LessTwelve months


Three months


Three months


Twelve monthsended


ended


ended


ended(In millions)

December 31, 2008


March 31, 2009


March 31, 2008


March 31, 2009Net income (1)

$
217


$
91


$
34


$
274Adjustments:Noncash restructuring and other (2)


12







12



Interest expense, net of interest capitalized (1)


106



23



27



102Income tax expense (1)


120



53



18



155Depreciation and amortization (1)


182



46



46



182Noncontrolling interest (1)


1











1EBITDA

$
638


$
213


$
137


$
714EBITDA

$
638










$
714Interest expense, net of interest capitalized (1)


106











102Interest coverage ratio


6.02











7.00Total debt (3)

$
1,345










$
1,345EBITDA


638











714Total debt to EBITDA ratio


2.11











1.88     (1)
    
    Amounts per the consolidated statement of income (for 2008
    information, refer to our 2008
    10-K and
    first quarter 2008
    10-Q).(2)
    
    Amounts per the consolidated statement of cash flows (for 2008
    information, refer to our 2008
    10-K and
    first quarter 2008
    10-Q).       20




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Changes
    in Accounting Principles
         21




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##### Table of Contents



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










5.7
%


7.7
%


7.3
%Fair value









$
253


$
1,083


$
1,336Floating rate debt

$
5


$
70










$
75Average interest rate


0.8
%


2.6
%










2.5
%Fair value

$
5


$
70










$
75      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).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
    dated November 8, 2002, File
    No. 333-101121). 26




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##### Table of Contents



Exhibit No.

Description4
.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).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). 27




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##### Table of Contents



Exhibit No.

Description10
.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).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). 28




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##### Table of Contents



Exhibit No.

Description10
.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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##### Table of Contents



SIGNATURES
      By:
    /s/  EDWARD
    T. WALTERS       30




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##### Table of Contents



SIGNATURES
      By:
    /s/  DONALD
    E. KING       31