##### Table of Contents





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

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

60045(Zip Code)(Address of principal executive
    offices)    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)Consolidated Statement of Income


3Condensed Consolidated Statement of Financial
    Position


4Condensed Consolidated Statement of Cash Flows


5Consolidated Statement of Changes in Equity


6Consolidated Statement of Comprehensive Income
    (Loss)


7Notes to Financial Statements


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


18Item 3. Quantitative and Qualitative
    Disclosures About Market Risk


29Item 4. Controls and Procedures


30PART II  Other
    InformationItem 1. Legal Proceedings


31Item 1A. Risk Factors


31Item 2. Unregistered Sales of Equity
    Securities and Use of Proceeds


31Item 3. Defaults Upon Senior Securities*


31Item 4. Submission of Matters to a Vote of Security Holders*


31Item 5. Other Information*


31Item 6. Exhibits


31EX-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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##### Table of Contents



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


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

2009


2008


2009


2008Sales

$
839


$
925


$
2,506


$
2,684Costs and expensesCost of sales, excluding depreciation and amortization


573



711



1,621



2,013Selling, general, and administrative


83



67



263



208Depreciation and amortization


46



46



138



138Other






1



1



1Restructuring and other






(2
)






14702



823



2,023



2,374Operating income


137



102



483



310Other income (expense)Interest income






1



1



2Interest expense, net of interest capitalized


(23
)


(25
)


(70
)


(79
)Income before income taxes


114



78



414



233Income tax expense


41



24



153



80Income from continuing operations


73



54



261



153Discontinued operations, net of tax


15







14



(4
)Net income


88



54



275



149Less: Net income attributable to the noncontrolling interest


1



1



1



1Net income attributable to Pactiv

$
87


$
53


$
274


$
148Amounts attributable to Pactiv common shareholdersIncome from continuing operations, net of tax

$
72


$
53


$
260


$
152Discontinued operations, net of tax


15







14



(4
)Net income

$
87


$
53


$
274


$
148Earnings per shareWeighted-average number of shares of commonstock outstandingBasic


131,972,681



130,907,540



131,860,351



130,762,298Diluted


133,193,283



132,098,844



132,819,294



132,050,604Basic earnings per share of common stock attributable to Pactiv
    common shareholdersContinuing operations

$
0.55


$
0.40


$
1.97


$
1.16Discontinued operations


0.12







0.11



(0.03
)Total

$
0.67


$
0.40


$
2.08


$
1.13Diluted earnings per share of common stock attributable to
    Pactiv common shareholdersContinuing operations

$
0.54


$
0.40


$
1.96


$
1.15Discontinued operations


0.11







0.10



(0.03
)Total

$
0.65


$
0.40


$
2.06


$
1.12    3




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##### Table of Contents



Condensed
    Consolidated Statement of Financial Position  September 30,


December 31,(In millions, except share data)

2009


2008AssetsCurrent assetsCash and temporary cash investments

$
104


$
80Accounts and notes receivableTrade, less allowances of $6 and $7 at the respective dates


249



264Other


26



47Total accounts and notes receivable


275



311InventoriesFinished goods


198



161Work in process


52



55Raw materials


77



78Other materials and supplies


48



50Total inventories


375



344Deferred income tax assets


7



14Other


14



16Total current assets


775



765Property, plant, and equipment, net


1,181



1,209Other assetsGoodwill


1,129



1,124Intangible assets, net


379



396Pension asset


6



5Noncurrent deferred income tax asset


31



161Other


62



65Total other assets


1,607



1,751Total assets

$
3,563


$
3,725Liabilities and equityCurrent liabilitiesAccounts payable

$
147


$
115Taxes accrued


23



14Interest accrued


28



20Accrued promotions, rebates, and discounts


79



68Accrued payroll and benefits


87



66Other


45



50Total current liabilities


409



333Long-term debt


1,275



1,345Pension and postretirement benefits


798



1,266Other


100



96Noncurrent liabilities related to discontinued operations


13



30Pactiv shareholders equityCommon stock  $0.01 par value,
    350,000,000 shares authorized, 131,995,376 and
    131,510,270 shares issued and outstanding, after deducting
    39,787,801 and 40,272,907 shares held in treasury, at the
    respective dates


1



1Premium on common stock and other capital surplus


719



710Accumulated other comprehensive income (loss)Currency translation adjustment


(8
)


(16
)Pension and postretirement plans


(1,666
)


(1,689
)Gain (loss) on derivatives


6



7Retained earnings


1,900



1,626Total Pactiv shareholders equity


952



639Noncontrolling interest


16



16Total equity


968



655Total liabilities and equity

$
3,563


$
3,725    4




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##### Table of Contents



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

2009


2008Operating activitiesNet income

$
275


$
149Discontinued operations


(14
)


4Income from continuing operations


261



153Adjustments to reconcile income from continuing operations to
    cash provided (used) by operating activities:Depreciation and amortization


138



138Deferred income taxes


114



41Restructuring and other


(1
)


13Pension income


(27
)


(37
)Noncash compensation expense


13



12Net working capital


92



(104
)Pension contributions


(400
)


Other


4



(5
)Cash provided (used) by operating activities 
    continuing operations


194



211Cash provided (used) by operating activities 
    discontinued operations


(3
)


(7
)Cash provided (used) by operating activities

$
191


$
204Investing activitiesExpenditures for property, plant, and equipment

$
(78
)

$
(109
)Acquisitions of businesses and assets


(20
)


Other investing activities


2



Cash provided (used) by investing activities

$
(96
)

$
(109
)Financing activitiesIssuance of common stock

$
2


$
2Purchase of common stock






(2
)Revolving credit facility payment


(70
)


(150
)Dividends paid to noncontrolling interest


(1
)


(1
)Other


(2
)


(1
)Cash provided (used) by financing activities

$
(71
)

$
(152
)Effect of foreign exchange rate changes on cash and temporary
    cash investments






(1
)Increase (decrease) in cash and temporary cash investments


24



(58
)Cash and temporary cash investments, January 1


80



95Cash and temporary cash investments, September 30

$
104


$
37    5




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##### Table of Contents



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


equityNine months ended September 30, 2009Balance, December 31, 2008

$
1


$
710


$
1,626


$
(1,698
)

$
16


$
655Premium on common stock issued (485,106 shares)






12















12Translation of foreign currency statements














8







8Stock-based compensation






(3
)














(3
)Gain (loss) on derivatives














(1
)






(1
)Change in pension and postretirement plan funded status, net of
    tax of $14














23







23Dividends paid to noncontrolling interest


















(1
)


(1
)Net income










274







1



275Balance, September 30, 2009

$
1


$
719


$
1,900


$
(1,668
)

$
16


$
968Nine months ended September 30, 2008Balance, December 31, 2007

$
1


$
683


$
1,402


$
(862
)

$
15


$
1,239Premium on common stock issued (574,165 shares)






13















13Treasury stock repurchased (75,218 shares)






(2
)














(2
)Translation of foreign currency statements














(4
)


1



(3
)Stock-based compensation






















Gain (loss) on derivatives














(1
)






(1
)Impact of adopting ASC
    715-20-65
    measurement date change, net of tax of $4










7











7Change in pension and postretirement plan funded status, net of
    tax of $17














27







27Dividends paid to noncontrolling interest


















(1
)


(1
)Net income










148







1



149Balance, September 30, 2008

$
1


$
694


$
1,557


$
(840
)

$
16


$
1,428    6




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##### Table of Contents



Consolidated
    Statement of Comprehensive Income (Loss)  Three months


Nine monthsended


endedSeptember 30,


September 30,(In millions)

2009


2008


2009


2008Consolidated net income

$
88


$
54


$
275


$
149Other comprehensive income (loss)Pension and postretirement plans


8



7



23



27Net currency translation gain (loss)


2



(13
)


8



(3
)Gain (loss) on derivatives


(1
)






(1
)


(1
)Total other comprehensive income (loss )


9



(6
)


30



23Consolidated comprehensive income (loss)


97



48



305



172Comprehensive income (loss) attributable to the noncontrolling
    interest


1



1



1



2Comprehensive income (loss) attributable to Pactiv

$
96


$
47


$
304


$
170    7




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##### Table of Contents



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




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##### Table of Contents



Changes
    in Accounting Principles
  105-10, 105-10 105-10
  820-10, 820-10 820-10, 820-10
  715-20, 715-20-65
  825-10, 825-10 825-10 820-10. 825-10
  805-10, 805-10 805-10 740-10, 805-10
 9




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##### Table of Contents



805-10. 805-10
  810-10-45, 810-10-45 810-10-45 810-10-45
  815-10-65, 815-10-65 815-10 815-10-65
  825-10-65, 825-10-65 825-10-65 270-10, 825-10-65
  855-10, 855-10 855-10
  860-10 860-10 860-10 860-10,
  Note 3.
    Restructuring
    and Other     10




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##### Table of Contents



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

$
4Property, plant, and equipment


13Intangible assets


3Goodwill


1Total assets acquired


21Current liabilities


1Total liabilities assumed


1Net assets acquired

$
20   Note 5.
    Discontinued
    Operations        Note 6.
    Long-Term
    Debt and Financing Arrangements     11




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##### Table of Contents



Note 7.
    Financial
    Instruments  Asset
    and Liability Instruments
    Instruments
    with Off-Balance Sheet Risk (Including
    Derivatives)
    Cash Flow
    Hedges
    Foreign
    Currency
    Interest
    Rates
    Commodity
  mark-to-market
   12




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##### Table of Contents



Fair
    Value Measurements
  820-10-35
      (Gain) or LossReclassified from OCI intoGain or (Loss)



IncomeRecognized in OCI

Location of Gain or (Loss)

(Effective(Effective Portion)

Reclassified from OCI into

Portion)(In millions)

2009

2008

Income (Effective Portion)

2009

2008Commodity Contracts

$



$



Cost of Sales

$
(2
)

$
Interest Rate Contracts

$



$



Interest Expense

$
(1
)

$
(1
)     Note 8.
    Goodwill
    and Intangible Assets    Consumer


Foodservice/(In millions)

Products


Food Packaging


TotalBalance, December 31, 2008

$
289


$
835


$
1,124Goodwill additions


1







1Foreign currency translation adjustment






4



4Balance, September 30, 2009

$
290


$
839


$
1,129  13




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##### Table of Contents



September 30, 2009


December 31, 2008Carrying


Accumulated


Carrying


Accumulated(In millions)

value


amortization


value


amortizationIntangible assets subject to amortizationPatents

$
87


$
73


$
87


$
69Customer relationships


209



32



206



21Other


145



86



145



81441



191



438



171Intangible assets not subject to amortization (primarily
    trademarks)


129







129



$
570


$
191


$
567


$
171   15-year
    Note 9.
    Property,
    Plant, and Equipment, Net  September 30,


December 31,(In millions)

2009


2008Original costLand, buildings, and improvements

$
661


$
654Machinery and equipment


1,879



1,808Other, including construction in progress


126



125$
2,666


$
2,587Less accumulated depreciation and amortization


(1,485
)


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

$
1,181


$
1,209     Note 10.
    Income
    Taxes     14




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##### Table of Contents



718-10, 718-10
  Note 11.
    Common
    Stock  Earnings
    Per Share
    Three months ended September 30,


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

2009


2008


2009


2008Basic earnings per shareIncome from continuing operations attributable to Pactiv

$
72


$
53


$
260


$
152Weighted-average number of shares of common stock outstanding


131,972,681



130,907,540



131,860,351



130,762,298Basic earnings from continuing operations per share attributable
    to Pactiv

$
0.55


$
0.40


$
1.97


$
1.16Diluted earnings per shareIncome from continuing operations attributable to Pactiv

$
72


$
53


$
260


$
152Weighted-average number of shares of common stock outstanding


131,972,681



130,907,540



131,860,351



130,762,298Effect of dilutive securities Stock options


512,681



667,501



293,795



705,627Performance shares


707,921



522,591



665,148



580,876Restricted shares






1,212







1,803Weighted-average number of shares of common stock outstanding,
    including dilutive securities


133,193,283



132,098,844



132,819,294



132,050,604Diluted earnings from continuing operations per share
    attributable to Pactiv

$
0.54


$
0.40


$
1.96


$
1.15  15




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##### Table of Contents



Rabbi
    Trust
    Note 12.
    Pension
    Plans and Other Postretirement Benefits    Nine monthsThree months


endedended September 30,


September 30,(In millions)

2009


2008


2009


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

$
(4
)

$
(4
)

$
(11
)

$
(12
)Interest cost of benefit obligations


(60
)


(60
)


(180
)


(180
)Expected return on plan assets


87



87



256



262Amortization of unrecognized net losses


(13
)


(11
)


(38
)


(33
)Total net periodic benefit income (expense)

$
10


$
12


$
27


$
37       Three months


Nine monthsended


endedSeptember 30,


September 30,(In millions)

2009


2008


2009


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

$
(1
)

$
(1
)

$
(1
)

$
(1
)Interest cost of benefit obligations


(1
)


(1
)


(3
)


(4
)Amortization of unrecognized prior service costs


1



1



1



1Amortization of unrecognized net losses






(1
)






(1
)Total net periodic benefit income (expense)

$
(1
)

$
(2
)

$
(3
)

$
(5
)   Note 13.
    Segment
    Information   16




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##### Table of Contents



Consumer


Foodservice/Food(In millions)

Products


Packaging


Other


TotalFor the three months ended September 30, 2009Sales to external customers

$
312


$
527


$



$
839Operating income (loss)


72



70



(5
) (b)


137For the three months ended September 30, 2008Sales to external customers

$
342


$
583


$



$
925Operating income (loss) (a)


51



52



(1
) (b)


102At September 30, 2009, and for the nine months then
    endedSales to external customers

$
951


$
1,555


$



$
2,506Operating income (loss)


240



254



(11
) (b)


483Total assets


1,248



2,099



216
(c)


3,563At September 30, 2008, and for the nine months then
    endedSales to external customers

$
990


$
1,694


$



$
2,684Operating income (loss) (a)


142



167



1
(b)


310Total assets


1,351



2,181



328
(c)


3,860     (a)
    
    Includes restructuring and other charges/(credits) of
    ($2) million for the three months ended September 30,
    2008 ($3 million of credits for Consumer Products and
    $1 million of charges for Foodservice/Food Packaging), and
    $14 million for the nine months ended September 30,
    2008 ($4 million for Consumer Products, $9 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 14.
    Noncontrolling
    Interests  810-10-45, 810-10-45 810-10-45 810-10-45
     17




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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
     18




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##### Table of Contents



Significant
    Trends, Opportunities and Challenges
    CMAI Polystyrene (cents/lb)

CMAI Polyethylene (cents/lb)(PERFORMANCE GRAPH)

(PERFORMANCE GRAPH)              19




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##### Table of Contents



Results
    of Continuing Operations
  Three
    Months Ended September 30, 2009, Compared with Three Months
    Ended September 30, 2008
  Sales
  Three monthsended


IncreaseSeptember 30,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
312


$
342


$
(30
)


(8.8
)%Foodservice/Food Packaging


527



583



(56
)


(9.6
)Total

$
839


$
925


$
(86
)


(9.3
)%     ®
    Operating
    Income
  Three monthsended


IncreaseSeptember 30,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
72


$
51


$
21



41.2
%Foodservice/Food Packaging


70



52



18



34.6Other


(5
)


(1
)


(4
)


(400.0
)Total

$
137


$
102


$
35



34.3
%       Operating income - three months ended September 30,
    2008GAAP


Restructuring and


Excluding restructuring(In millions)

basis


other


and otherConsumer Products

$
51


$
(3
)

$
48Foodservice/Food Packaging


52



1



53Other


(1
)






(1
)Total

$
102


$
(2
)

$
100  20




---



##### Table of Contents



Three months


Increaseended September 30,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
72


$
48


$
24



50.0
%Foodservice/Food Packaging


70



53



17



32.1Other


(5
)


(1
)


(4
)


(400.0
)Total

$
137


$
100


$
37



37.0
%   ® ®
      Income
    from Continuing Operations
    Discontinued
    Operations
  Income
    (Loss) from Discontinued Operations
    Nine
    Months Ended September 30, 2009, Compared with Nine Months
    Ended September 30, 2008
  Sales
  Nine months


Increaseended September 30,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
951


$
990


$
(39
)


(3.9
)%Foodservice/Food Packaging


1,555



1,694



(139
)


(8.2
)Total

$
2,506


$
2,684


$
(178
)


(6.6
)%  21




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##### Table of Contents



Operating
    Income
  Nine monthsended


IncreaseSeptember 30,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
240


$
142


$
98



69.0
%Foodservice/Food Packaging


254



167



87



52.1Other


(11
)


1



(12
)


(1,200.0
)Total

$
483


$
310


$
173



55.8
%       Operating income - nine months ended September 30,
    2008GAAP


Restructuring and


Excluding restructuring(In millions)

Basis


other


and otherConsumer Products

$
142


$
4


$
146Foodservice/Food Packaging


167



9



176Other


1



1



2Total

$
310


$
14


$
324       Nine monthsended


IncreaseSeptember 30,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
240


$
146


$
94



64.4
%Foodservice/Food Packaging


254



176



78



44.3Other


(11
)


2



(13
)


(650.0
)Total

$
483


$
324


$
159



49.1
%  22




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##### Table of Contents



Income
    from Continuing Operations
    Discontinued
    Operations
  Income
    (Loss) from Discontinued Operations
    Liquidity
    and Capital Resources
  Capitalization
  September 30,


December 31,


Increase(In millions)

2009


2008


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

$



$



$
Long-term debt


1,275



1,345



(70
)Total debt


1,275



1,345



(70
)Noncontrolling interest


16



16



Pactiv shareholders equity


952



639



313Total capitalization

$
2,243


$
2,000


$
243Ratio of total debt to total capitalization


56.8
%


67.3
%   Cash
    Flows
  Nine months

Increaseended September 30,

(decrease)(In millions)

2009

2008

in cash flowCash provided (used) by:Operating activities

$
191


$
204


$
(13
)Investing activities


(96
)


(109
)


13Financing activities


(71
)


(152
)


81    23




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##### Table of Contents



Capital
    Commitments
    Contractual
    Obligations
    Liquidity
    and Off-Balance-Sheet Financing
  5-year
 24




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##### Table of Contents



Plus


LessTwelve months


Nine months


Nine months


Twelve monthsended


ended


ended


ended(In millions)

December 31, 2008


September 30, 2009


September 30, 2008


September 30, 2009Net income attributable to Pactiv (1)

$
217


$
274


$
148


$
343Adjustments:Noncash restructuring and other (2)


12



(1
)


13



(2
)Discontinued operations, net of tax (1)






(14
)






(14
)Interest expense, net of interest capitalized (1)


106



70



79



97Income tax expense (1)


120



153



80



193Depreciation and amortization (1)


182



138



138



182Noncontrolling interest (1)


1



1



1



1EBITDA

$
638


$
621


$
459


$
800EBITDA

$
638










$
800Interest expense, net of interest capitalized (1)


106











97Interest coverage ratio


6.02











8.25Total debt (3)

$
1,345










$
1,275EBITDA


638











800Total debt to EBITDA ratio


2.11











1.59     (1)
    
    Amounts per the consolidated statement of income (for 2008
    information, refer to our 2008
    10-K and
    third quarter 2008
    10-Q).(2)
    
    Amounts per the consolidated statement of cash flows (for 2008
    information, refer to our 2008
    10-K and
    third quarter 2008
    10-Q).(3)
    
    Amounts per the consolidated statement of financial position.      year-to-date
 25




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##### Table of Contents



Changes
    in Accounting Principles
  105-10, 105-10 105-10
  820-10, 820-10 820-10, 820-10
  715-20, 715-20-65
  825-10, 825-10 825-10 820-10. 825-10
  805-10, 805-10 805-10 740-10,
 26




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##### Table of Contents



805-10 805-10. 805-10
  810-10-45, 810-10-45 810-10-45 810-10-45
  815-10-65, 815-10-65 815-10 815-10-65
  825-10-65, 825-10-65 825-10-65 270-10, 825-10-65
  855-10, 855-10 855-10
  860-10 860-10 860-10 860-10,
  Critical
    Accounting Policies
  Form 10-K.
 27




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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. 28




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##### Table of Contents



ITEM 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Derivative
    Financial Instruments
    Commodity
    Derivatives
  mark-to-market
  Cash Flow
    Hedges
    Interest
    Rates
    5-year
      Maturities(In millions, except percentages)

2010

2012

Thereafter

TotalFixed rate debt





$
250


$
1,026


$
1,276Average interest rate






5.7
%


7.7
%


7.3
%Fair value





$
266


$
1,212


$
1,478Floating rate debt

$
5










$
5Average interest rate


0.6
%










0.6
%Fair value

$
5










$
5  29




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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))
 30




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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 (incorporated
    herein by reference to Exhibit 3.1 to Pactiv
    Corporations Current Report on
    Form 8-K
    dated September 4, 2009, 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). 31




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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

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
.2

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
.3

Amended and Restated Change in Control Severance Benefit Plan
    for Key Executives (incorporated herein by reference to
    Exhibit 10.6 to Pactiv Corporations Current Report on
    Form 8-K
    dated September 4, 2009, File
    No. 1-15157).10
.4

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
.5

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). 32




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##### Table of Contents



Exhibit No.

Description10
.6

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
.7

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
.8

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
.9

Pactiv Corporation Deferred 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
.10

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
.11

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
.12

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
.13

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
.14

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 33




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##### Table of Contents



SIGNATURES
      By:
    /s/  EDWARD
    T. WALTERS       34




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##### Table of Contents



SIGNATURES
      By:
    /s/  DONALD
    E. KING       35