##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 WASHINGTON, 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 June 30, 2007ORo

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

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

(I.R.S. Employer
    Identification No.)   1900 West Field Court
    Lake Forest, Illinois

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




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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


14Item 3. Quantitative
    and Qualitative Disclosures About Market Risk


20Item 4. Controls
    and Procedures


21PART II  Other
    InformationItem 1. Legal
    Proceedings*


22Item 1A. Risk Factors


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


22Item 3. Defaults Upon
    Senior Securities*


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


22Item 5. Other
    Information*


22Item 6. Exhibits


22Continuing Agreement for Standby Letters of CreditCredit Agreement for Standby Letters of CreditRule 13a-14(a)/15d-14(a) CertificationRule 13a-14(a)/15d-14(a) CertificationSection 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 June 30,


Six months ended June 30,(In millions, except share and per-share data)

2007


2006


2007


2006Sales

$
828


$
750


$
1,505


$
1,430Costs and expensesCost of sales, excluding
    depreciation and amortization


588



511



1,059



993Selling, general, and
    administrative


73



77



139



143Depreciation and amortization


39



37



75



72Other expense






1



1



1700



626



1,274



1,209Operating income


128



124



231



221Other income
    (expense)Interest income


1



1



3



3Interest expense, net of interest
    capitalized


(20
)


(18
)


(38
)


(36
)Share of income of joint ventures






1







1Income before income taxes and
    minority interest


109



108



196



189Income-tax expense


39



39



69



69Minority interest


1







1



Income from continuing
    operations


69



69



126



120Discontinued operations, net of tax


1







1



Net income

$
70


$
69


$
127


$
120Earnings per shareWeighted-average number of shares
    of common stock outstandingBasic


130,496,123



139,927,613



131,217,654



141,005,348Diluted


132,285,645



141,436,816



133,034,842



142,493,649Basic earnings per share of common
    stockContinuing operations

$
0.52


$
0.50


$
0.95


$
0.85Discontinued operations


0.01







0.01



Total

$
0.53


$
0.50


$
0.96


$
0.85Diluted earnings per share of
    common stockContinuing operations

$
0.52


$
0.49


$
0.94


$
0.84Discontinued operations


0.01







0.01



Total

$
0.53


$
0.49


$
0.95


$
0.84    3




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##### Table of Contents



Condensed
    Statement of Financial Position  June 30,


December 31,(In millions, except share data)

2007


2006AssetsCurrent assetsCash and temporary cash investments

$
76


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


309



310Other


10



13Total accounts and notes receivable


319



323InventoriesFinished goods


206



144Work in process


52



52Raw materials


82



61Other materials and supplies


46



39Total inventories


386



296Other


34



38Total current assets


815



838Property, plant, and equipment, net


1,275



1,093Other assetsGoodwill


1,096



525Intangible assets, net


430



238Other


62



64Total other assets


1,588



827Total assets

$
3,678


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

$



$
98Accounts payable


195



152Taxes accrued


73



54Interest accrued


8



8Accrued promotions, rebates, and
    discounts


76



77Accrued payroll and benefits


65



82Other


72



63Liabilities from discontinued
    operations


20



15Total current liabilities


509



549Long-term debt


1,699



771Deferred income taxes


79



120Unrecognized income-tax benefits


33



Pension and postretirement benefits


353



403Other


55



53Minority interest


12



9Shareholders equityCommon stock 
    $0.01 par value, 350,000,000 authorized, 130,663,283 and
    132,676,408 shares issued and outstanding, after deducting
    41,119,894 and 39,106,769 shares held in treasury, at the
    respective dates


1



1Premium on common stock and other
    capital surplus


685



757Accumulated other comprehensive
    income (loss)Currency translation adjustment


17



10Pension funded status


(1,058
)


(1,072
)Gain on derivatives


9



Retained earnings


1,284



1,157Total shareholders equity


938



853Total liabilities and
    shareholders equity

$
3,678


$
2,758    4




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##### Table of Contents



Condensed
    Statement of Cash Flows  For the six months ending June 30(In millions)

2007


2006Operating activitiesNet income

$
127


$
120Less results from discontinued
    operations


1



Income from continuing operations


126



120Adjustments to reconcile net
    income to cash provided by operating activities 
    continuing operations:Depreciation and amortization


75



72Deferred income taxes


10



16Pension income


(25
)


(21
)Noncash compensation expense


4



4Net working capital


3



(73
)Other


6



5Cash provided by operating
    activities  continuing operations


199



123Cash used by operating
    activities  discontinued operations


(6
)


(5
)Cash provided by operating
    activities


193



118Investing activitiesExpenditures for property, plant,
    and equipment


(52
)


(30
)Acquisitions of businesses and
    assets


(1,021
)


Net proceeds from the sale of a
    business or assets


1



1Other investing activities






3Cash used by investing
    activities


(1,072
)


(26
)Financing activitiesIssuance of common stock


18



21Purchase of common stock


(100
)


(137
)Issuance of long-term debt, net of
    discounts


498



Retirement of long-term debt


(99
)


Revolving-credit facility
    borrowings


425



Other


31



Cash provided (used) by
    financing activities


773



(116
)Effect of foreign-exchange rate
    changes on cash and temporary cash investments


1



3Decrease in cash and temporary
    cash investments


(105
)


(21
)Cash and temporary cash
    investments, January 1


181



172Cash and temporary cash
    investments, June 30

$
76


$
151    5




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##### Table of Contents



Notes to
    Financial Statements (Unaudited)  Note 1.
    Basis of
    Presentation  Form 10-K (866) 456-5439.
  Form 8-K Form 8-K/A
      
    Consumer Productsmanufactures disposable plastic, foam,
    molded-fiber, pressed-paperboard, and aluminum packaging
    products, and sells them to customers such as grocery stores,
    mass merchandisers, and discount chains. Products include waste
    bags, food-storage bags, and disposable tableware and cookware.
    We sell many of our consumer products under well-known
    trademarks, such as
    Hefty®.
    Foodservice/Food Packagingmanufactures foam, clear
    plastic, aluminum, pressed-paperboard, and molded-fiber
    packaging products, and sells them to customers in the
    food-distribution channel, who prepare and process food for
    consumption. Customers include foodservice distributors,
    restaurants, other institutional foodservice outlets, food
    processors, and grocery chains.
    Otherrelates to corporate and administrative-service
    operations and retiree-benefit income and expense.    Note 2.
    Summary
    of Accounting Policies  Form 10-K.
  Stock-Based
    Compensation
   6




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##### Table of Contents



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




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##### Table of Contents



15-year
    June 5,(In millions)

2007Current assets

$
138Propert, plant and equipment


195Intangible assets


200Goodwill


567Total assets acquired


1,100Current liabilities


73Long-term liabilities


6Total liabilities assumed


79Net assets acquired

$
1,021     Three months ended June 30,


Six months ended June 30,(In millions, except share and per-share data)

2007


2006


2007


2006Sales

$
921


$
866


$
1,705


$
1,637Net income


70



74



126



122Basic earnings per share

$
0.54


$
0.53


$
0.96


$
0.86Diluted earnings per share

$
0.53


$
0.52


$
0.95


$
0.85     Note 5.
    Long-Term
    Debt and Financing Arrangements   8




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##### Table of Contents



Note 6.
    Goodwill
    and Intangible Assets    Consumer


Foodservice/(In millions)

Products


Food Packaging


TotalBalance, December 31, 2006

$
136


$
389


$
525Goodwill additions


145



422



567Foreign-currency translation
    adjustment






4



4Balance, June 30, 2007

$
281


$
815


$
1,096       June 30, 2007


December 31, 2006Carrying


Accumulated


Carrying


Accumulated(In millions)

Value


amortization


Value


amortizationIntangible assets subject to
    amortizationPatents

$
86


$
61


$
87


$
59Customer relationships


200



1







Other


148



71



148



67434



133



235



126Intangible assets not subject to
    amortization (primarily trademarks)


129







129



$
563


$
133


$
364


$
126   15-year
 9




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##### Table of Contents



Note 7.
    Property,
    Plant, and Equipment, Net  (In millions)

June 30, 2007


December 31, 2006Original costLand, buildings, and improvements

$
658


$
645Machinery and equipment


1,774



1,507Other, including construction in
    progress


148



82$
2,580


$
2,234Less accumulated depreciation and
    amortization


(1,305
)


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

$
1,275


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


Six months ended June 30,(In millions, except share and per-share data)

2007


2006


2007


2006Basic earnings per
    shareIncome from continuing operations

$
69


$
69


$
126


$
120Weighted-average number of shares
    of common stock outstanding


130,496,123



139,927,613



131,217,654



141,005,348Basic earnings per share

$
0.52


$
0.50


$
0.95


$
0.85Diluted earnings per
    shareIncome from continuing operations

$
69


$
69


$
126


$
120Weighted-average number of shares
    of common stock outstanding


130,496,123



139,927,613



131,217,654



141,005,348Effect of dilutive securitiesStock options


1,312,446



1,405,066



1,354,976



1,384,164Performance shares


474,538



104,137



459,641



104,137Restricted shares


2,538







2,571



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


132,285,645



141,436,816



133,034,842



142,493,649Diluted earnings per share

$
0.52


$
0.49


$
0.94


$
0.84     Grantor
    Trust
   10




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##### Table of Contents



Note 9.
    Segment
    Information      Consumer


Foodservice/Food(In millions)

Products


Packaging





Other


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

$
308


$
520






$



$
828Operating income


58



68







2
(b)


128For the three months ended
    June 30, 2006Sales to external customers

$
277


$
473






$



$
750Operating income


57



70







(3)
(b)


124At June 30, 2007 and for
    the six months then endedSales to external customers

$
555


$
950






$



$
1,505Operating income


112



118







1
(b)


231Total assets


1,378



2,134







166
(c)


3,678At June 30, 2006 and for
    the six months then endedSales to external customers

$
519


$
911






$



$
1,430Operating income


99



127
(a)






(5)
(b)


221Total assets


1,062



1,505







243
(c)


2,810     (a)
    
    Includes restructuring and other credits of $1 million.(b)
    
    Includes pension-plan income and unallocated corporate expenses.(c)
    
    Includes administrative-service operations.  Note 10. Comprehensive
    Income (Loss)
    Three months ended


Six months endedJune 30,


June 30,(In millions)

2007


2006


2007


2006Net income

$
70


$
69


$
127


$
120Other comprehensive incomePension funded status


7







14



Net currency-translation gains
    (losses)


9



1



7



(1
)Gain on derivatives


9







9



Total comprehensive income

$
95


$
70


$
157


$
119  11




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##### Table of Contents



Note 11. Pension
    Plans and Other Postretirement Benefits
    Three months ended June 30,


Six months ended June 30,(In millions)

2007


2006


2007


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

$
(5
)

$
(4
)

$
(9
)

$
(9
)Interest cost of benefit
    obligations


(56
)


(57
)


(113
)


(114
)Expected return on plan assets


85



86



171



172Amortization of unrecognized net
    losses


(12
)


(15
)


(24
)


(28
)Total net periodic benefit income

$
12


$
10


$
25


$
21     Note 12. Contingencies
      Environmental
    Matters
  clean-up clean-up
  Note 13. Income
    Taxes
   12




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##### Table of Contents



13




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##### Table of Contents



ITEM 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Basis of
    Presentation
    Form 8-K Form 8-K/A
      
    Consumer Productsmanufactures disposable plastic, foam,
    molded-fiber, pressed-paperboard, and aluminum packaging
    products, and sells them to customers such as grocery stores,
    mass merchandisers, and discount chains. Products include waste
    bags, food-storage bags, and disposable tableware and cookware.
    We sell many of our consumer products under well-known
    trademarks, such as
    Hefty®.
    Foodservice/Food Packagingmanufactures foam, clear
    plastic, aluminum, pressed-paperboard, and molded-fiber
    packaging products, and sells them to customers in the
    food-distribution channel who prepare and process food for
    consumption. Customers include foodservice distributors,
    restaurants, and other institutional foodservice outlets, food
    processors, and grocery chains.
    Otherrelates to corporate and administrative-service
    operations and retiree-benefit income and expense.    Three
    Months Ended June 30, 2007, Compared with Three Months
    Ended June 30, 2006
  Significant
    Trends
         14




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##### Table of Contents



Sales
  Three monthsended


IncreaseJune 30,


(decrease)(In millions)

2007


2006


Amount


PercentConsumer Products

$
308


$
277


$
31



11.2
%Foodservice/Food Packaging


520



473



47



9.9Total

$
828


$
750


$
78



10.4
%         Operating
    Income
  Three monthsended


IncreaseJune 30,


(decrease)(In millions)

2007


2006


Amount


PercentConsumer Products

$
58


$
57


$
1



1.8
%Foodservice/Food Packaging


68



70



(2
)


(2.9
)Other


2



(3
)


5Total

$
128


$
124


$
4



3.2
%           Income
    from Continuing Operations
   15




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##### Table of Contents



Six
    Months Ended June 30, 2007, compared with Six Months Ended
    June 30, 2006
  Sales
  Six monthsended


IncreaseJune 30,


(decrease)(In millions)

2007


2006


Amount


PercentConsumer Products

$
555


$
519


$
36



6.9
%Foodservice/Food Packaging


950



911



39



4.3Total

$
1,505


$
1,430


$
75



5.2
%         Operating
    Income
  Six monthsended


IncreaseJune 30,


(decrease)(In millions)

2007


2006


Amount


PercentConsumer Products

$
112


$
99


$
13



13.1
%Foodservice/Food Packaging


118



127



(9
)


(7.1
)Other


1



(5
)


6Total

$
231


$
221


$
10



4.5
%           Income
    from Continuing Operations
   16




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##### Table of Contents



Liquidity
    and Capital Resources
  Capitalization
  June 30,


December 31,


Increase(In millions)

2007


2006


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

$



$
98


$
(98
)Long-term debt


1,699



771



928Total debt


1,699



869



830Minority interest


12



9



3Shareholders equity


938



853



85Total capitalization

$
2,649


$
1,731


$
918Ratio of total debt to total
    capitalization


64.1
%


50.2
%


13.9
%      (In millions)Shareholders equity at
    December 31, 2006

$
853Increase (decrease)Change in pension funded status


14Foreign-currency translation
    adjustments


7Gain on derivatives


9Stock repurchases


(100
)Net income


127Stock-based compensation and
    common stock issued in connection with stock-option exercises


28Shareholders equity at
    June 30, 2007

$
938   Cash
    Flows
  Six monthsendedJune 30,


Increase(In millions)

2007


2006


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

$
193


$
118


$
75Investing activities


(1,072
)


(26
)


(1,046
)Financing activities


773



(116
)


889        17




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##### Table of Contents



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




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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 Securities and Exchange Commission, the
    Financial Accounting Standards Board, or other regulatory or
    accounting bodies. See Changes in Accounting
    Principles.
    Competition from producers located in countries that have lower
    labor and other costs.
    Our ability to integrate new businesses that we have acquired
    and may acquire or to dispose of businesses or business segments
    that we may wish to divest. 19




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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









$
250


$
1,095


$
1,345Floating-rate debt

$
5


$
425










$
430Average interest rate


3.8
%


5.8
%










5.8
%Fair value

$
5


$
425










$
430      20




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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))
 21




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##### Table of Contents



PART II 
    OTHER INFORMATION
  ITEM 1.
    None  ITEM 1A.
    Risk
    Factors  Form 10-K
  ITEM 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds      ITEM 3.
    None  ITEM 4.
    Submission
    of Matters to a Vote of Security Holders      Number of votesNominee

For


Withheld


AbstainLarry D. Brady


117,494,905



2,372,375



1,061,021K. Dane Brooksher


119,226,753



628,108



1,073,441Robert J. Darnall


114,386,804



5,478,501



1,062,997Mary R. (Nina) Henderson


119,035,076



781,031



1,112,195N. Thomas Linebarger


119,152,321



658,835



1,117,147Roger B. Porter


115,989,452



2,790,171



2,148,678Richard L. Wambold


117,063,117



2,828,104



1,037,082Norman H. Wesley


88,246,879



31,612,627



1,068,796     ITEM 5.
    None  ITEM 6.
    Exhibits    Exhibit No.

Description2


Distribution Agreement by and
    between Tenneco Inc. and the registrant (incorporated herein by
    reference to Exhibit 2 to Pactiv Corporations Current
    Report on Form 8-K dated November 11, 1999, File No. 1-15157).3
.1

Restated Certificate of
    Incorporation of the registrant (incorporated herein by
    reference to Exhibit 3.1 to Pactiv Corporations Quarterly
    Report on Form 10-Q for the quarter ended September 30, 1999,
    File No. 1-15157). 22




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##### Table of Contents



Exhibit No.

Description3
.2

Amended and Restated By-laws of the
    registrant adopted September 9, 2005 (incorporated herein by
    reference to Exhibit 3.2 to Pactiv Corporations Current
    Report on Form 8-K dated November 13, 2006, 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 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 dated as of September 1999,
    between the registrant and The Chase Manhattan Bank, as Trustee
    (incorporated herein by reference to Exhibit 4.3(e) to Pactiv
    Corporations Quarterly Report on Form 10-Q for the quarter
    ended September 30, 1999, File No. 1-15157).4
.3(f)

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

Sixth Supplemental Indenture dated
    as of June 25, 2007 to Indenture, dated as of September 29,
    1999, between Pactiv Corporation and the Bank of New York Trust
    Company, N.A., as Trustee (incorporated herein by reference to
    Exhibit 4.1 to Pactiv Corporations Current Report on Form
    8-K dated June 25, 2007, File No. 1-15157).4
.3(h)

Seventh Supplemental Indenture
    dated as of June 25, 2007 to Indenture, dated as of September
    29, 1999, between Pactiv Corporation and the Bank of New York
    Trust Company, N.A., as Trustee (incorporated herein by
    reference to Exhibit 4.2 to Pactiv Corporations Current
    Report on Form 8-K dated June 25, 2007, File No. 1-15157).4
.4

Registration Rights Agreement,
    dated as of November 4, 1999, by and between the registrant and
    the trustees under the Pactiv Corporation Rabbi Trust
    (incorporated herein by reference to Exhibit 4.4 to Pactiv
    Corporations Quarterly Report on Form 10-Q for the quarter
    ended September 30, 1999, File No. 1-15157).10
.1

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




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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 Plan for
    Key Executives as December 31, 2006 (incorporated herein by
    reference to Exhibit 10.6 to Pactiv of March 1, 2005).
    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 Report on Form 10-Q for the quarter ended
    September 30, 1999, File No. 1-15157).10
.8

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

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

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

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

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

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

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

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

Summary of Named Executive Officer
    Compensation Arrangements (incorporated herein by reference to
    Exhibit 10.20 to Pactiv Corporations Annual Report on Form
    10-K for the year ended December 31, 2004, File No. 1-15157). 24




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##### Table of Contents



Exhibit No.

Description10
.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.*10
.21

Credit Agreement between Pactiv
    Corporation and JPMorgan Chase Bank, N.A. dated June 5, 2007.11


None.15


None.18


None.19


None.22


None.23


None.24


None.*31
.1

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

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

Section 1350 Certification.**32
.2

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




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SIGNATURES
      By:
    /s/  ANDREW
    A. CAMPBELL       26