##### 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 June 30, 2008ORo

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

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

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

Accelerated
    filer o

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

Smaller reporting
    company o   Rule 12b-2 o þ




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##### 





TABLE OF
    CONTENTS
   
 PagePART I  Financial InformationItem 1. Financial Statements (Unaudited)Consolidated Statement of Income


3Condensed Consolidated Statement of Financial
    Position


4Condensed Consolidated Statement of Cash Flows


5Notes to Financial Statements


6Item 2. Managements Discussion and Analysis
    of Financial Condition and Results of Operations


15Item 3. Quantitative and Qualitative Disclosures
    About Market Risk


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*


27Item 6. Exhibits


27Rule 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)

2008


2007


2008


2007Sales

$
951


$
828


$
1,759


$
1,505Costs and expensesCost of sales, excluding depreciation and amortization


704



588



1,302



1,059Selling, general, and administrative


70



73



141



139Depreciation and amortization


46



39



92



75Other














1Restructuring and other


2







16



822



700



1,551



1,274Operating income


129



128



208



231Other income (expense)Interest income






1



1



3Interest expense, net of interest capitalized


(27
)


(20
)


(54
)


(38
)Income before income taxes and minority interest


102



109



155



196Income tax expense


38



39



56



69Minority interest






1







1Income from continuing operations


64



69



99



126Discontinued operations, net of tax


(3
)


1



(4
)


1Net income

$
61


$
70


$
95


$
127Earnings per shareWeighted average number of shares of common stock outstandingBasic


130,809,701



130,496,123



130,689,928



131,217,654Diluted


131,980,485



132,285,645



132,083,402



133,034,842Basic earnings per share of common stockContinuing operations

$
0.50


$
0.52


$
0.76


$
0.95Discontinued operations


(0.03
)


0.01



(0.03
)


0.01Total

$
0.47


$
0.53


$
0.73


$
0.96Diluted earnings per share of common stockContinuing operations

$
0.49


$
0.52


$
0.75


$
0.94Discontinued operations


(0.03
)


0.01



(0.03
)


0.01Total

$
0.46


$
0.53


$
0.72


$
0.95    3




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##### Table of Contents



Condensed
    Consolidated Statement of Financial Position  June 30,


December 31,(In millions, except share data)

2008


2007AssetsCurrent assetsCash and temporary cash investments

$
53


$
95Accounts and notes receivableTrade, less allowances of $9 and $6 at the respective dates


338



254Other


20



19Total accounts and notes receivable


358



273InventoriesFinished goods


238



195Work in process


56



56Raw materials


90



73Other materials and supplies


52



45Total inventories


436



369Deferred income tax assets


44



46Other


13



14Total current assets


904



797Property, plant, and equipment, net


1,262



1,264Other assetsGoodwill


1,134



1,123Intangible assets, net


410



423Other


232



158Total other assets


1,776



1,704Total assets

$
3,942


$
3,765Liabilities and shareholders equityCurrent liabilitiesAccounts payable

$
199


$
162Taxes accrued


58



58Interest accrued


21



23Accrued promotions, rebates, and discounts


63



67Accrued payroll and benefits


63



80Other


79



68Liabilities from discontinued operations






2Total current liabilities


483



460Long-term debt


1,555



1,574Deferred income taxes


253



219Pension and postretirement benefits


153



147Other


88



94Noncurrent liabilities related to discontinued operations


32



32Minority interest


13



13Shareholders equityCommon stock  $0.01 par value,
    350,000,000 shares authorized, 130,836,680 and
    130,439,873 shares issued and outstanding, after deducting
    40,946,497 and 41,343,304 shares held in treasury, at the
    respective dates


1



1Premium on common stock and other capital surplus


691



683Accumulated other comprehensive income (loss)Currency translation adjustment


36



26Pension and postretirement plans


(874
)


(894
)Gain (loss) on derivatives


7



8Retained earnings


1,504



1,402Total shareholders equity


1,365



1,226Total liabilities and shareholders equity

$
3,942


$
3,765    4




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##### Table of Contents



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

2008


2007Operating activitiesNet income

$
95


$
127Less results from discontinued operations


4



(1
)Income from continuing operations


99



126Adjustments to reconcile income from continuing operations to
    cash provided (used) by operating activities:Depreciation and amortization


92



75Deferred income taxes


19



10Restructuring and other


11



Pension income


(25
)


(25
)Noncash compensation expense


9



4Net working capital


(130
)


3Other


(5
)


6Cash provided (used) by operating activities 
    continuing operations


70



199Cash provided (used) by operating activities 
    discontinued operations


(6
)


(6
)Cash provided (used) by operating activities

$
64


$
193Investing activitiesExpenditures for property, plant, and equipment


(86
)


(52
)Acquisitions of businesses and assets






(1,021
)Net proceeds from the sale of a business or assets






1Cash provided (used) by investing activities

$
(86
)

$
(1,072
)Financing activitiesIssuance of common stock


2



18Purchase of common stock


(2
)


(100
)Issuance of long-term debt, net of discounts






498Retirement of long-term debt






(99
)Revolving credit facility borrowings






425Revolving credit facility payment


(20
)


Other


(2
)


31Cash provided (used) by financing activities

$
(22
)

$
773Effect of foreign-exchange rate changes on cash and temporary
    cash investments


2



1Increase (decrease) in cash and temporary cash investments


(42
)


(105
)Cash and temporary cash investments, January 1


95



181Cash and temporary cash investments, June 30

$
53


$
76    5




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##### Table of Contents



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




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##### Table of Contents



Changes
    in Accounting Principles
             7




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##### Table of Contents



Note 3.
    Restructuring
    and Other        Asset(In millions)

Severance


write-offs


Other (a)


TotalAccrued restructuring balance at March 31, 2008

$
7


$



$



$
7Additions/adjustments to the accountConsumer Products






1



1



2Foodservice/Food Packaging














Other














Total additions/adjustments






1



1



2Cash payments


(2
)






(1
)


(3
)Charges against asset accounts






(1
)






(1
)Accrued restructuring balance at June 30, 2008

$
5


$



$



$
5Restructuring charges for the six months ended June 30, 2008Consumer Products

$
1


$
5


$
1


$
7Foodservice/Food Packaging


6



2







8Other


1











1Total

$
8


$
7


$
1


$
16Projected total restructuring costsConsumer Products

$
1


$
7


$
(4
)

$
4Foodservice/Food Packaging


6



2







8Other


1











1Total

$
8


$
9


$
(4
)

$
13  8




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##### Table of Contents



(a)
    
    Consists principally of asset removal and transfer costs.
    Projected costs also include a gain on the sale of one of our
    facilities.  Note 4.
    Discontinued
    Operations      Note 5.
    Business
    Combination    15-year
      (In millions)Current assets

$
137Property, plant, and equipment


154Intangible assets


206Goodwill


601Total assets acquired


1,098Current liabilities


77Long-term liabilities


6Total liabilities assumed


83Net assets acquired

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




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##### Table of Contents



Note 7.
    Goodwill
    and Intangible Assets    Consumer


Foodservice/(In millions)

Products


Food Packaging


TotalBalance, December 31, 2007

$
286


$
837


$
1,123Goodwill adjustment


3



8



11Balance, June 30, 2008

$
289


$
845


$
1,134     June 30, 2008


December 31, 2007Carrying


Accumulated


Carrying


Accumulated(In millions)

value


amortization


value


amortizationIntangible assets subject to amortizationPatents

$
87


$
67


$
87


$
64Customer relationships


206



14



206



8Other


148



79



148



75441



160



441



147Intangible assets not subject to amortization (primarily
    trademarks)


129







129



$
570


$
160


$
570


$
147   15-year
 10




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##### Table of Contents



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


December 31,(In millions)

2008


2007Original costLand, buildings, and improvements

$
666


$
662Machinery and equipment


1,758



1,720Other, including construction in progress


185



152$
2,609


$
2,534Less accumulated depreciation and amortization


(1,347
)


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

$
1,262


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


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

2008


2007


2008


2007Basic earnings per shareIncome from continuing operations

$
64


$
69


$
99


$
126Weighted average number of shares of common stock outstanding


130,809,701



130,496,123



130,689,928



131,217,654Basic earnings from continuing operations per share

$
0.50


$
0.52


$
0.76


$
0.95Diluted earnings per shareIncome from continuing operations

$
64


$
69


$
99


$
126Weighted average number of shares of common stock outstanding


130,809,701



130,496,123



130,689,928



131,217,654Effect of dilutive securitiesStock options


638,655



1,312,446



724,786



1,354,976Performance shares


530,293



474,538



666,640



459,641Restricted shares


1,836



2,538



2,048



2,571Weighted average number of shares of common stock outstanding,
    including dilutive securities


131,980,485



132,285,645



132,083,402



133,034,842Diluted earnings from continuing operations per share

$
0.49


$
0.52


$
0.75


$
0.94    11




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##### Table of Contents



Rabbi
    Trust
    Note 10.
    Segment
    Information      Consumer


Foodservice/Food(In millions)

Products


Packaging


Other


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

$
358


$
593


$



$
951Operating income (loss)


61



68




(b)


129
(a)For the three months ended June 30, 2007Sales to external customers

$
308


$
520


$



$
828Operating income (loss)


58



68



2
(b)


128At June 30, 2008, and for the six months then endedSales to external customers

$
648


$
1,111


$



$
1,759Operating income (loss)


91



115



2
(b)


208
(a)Total assets


1,373



2,249



320
(c)


3,942At June 30, 2007, and for the six months then endedSales to external customers

$
555


$
950


$



$
1,505Operating income (loss)


112



118



1
(b)


231Total assets


1,378



2,134



166
(c)


3,678     (a)
    
    Includes restructuring and other charges of $2 million for
    the three months ended June 30, 2008, and $16 million
    for the six months ended June 30, 2008 (see Note 3 for
    details by segment).(b)
    
    Includes pension plan income and unallocated corporate expenses.(c)
    
    Includes administrative service operations.  Note 11.
    Comprehensive
    Income (Loss)    Three months


Six monthsended


endedJune 30,


June 30,(In millions)

2008


2007


2008


2007Net income

$
61


$
70


$
95


$
127Other comprehensive income (loss)Pension and postretirement plans


7



7



20



14Net currency-translation gain (loss)


6



9



10



7Gain (loss) on derivatives


1



9



(1
)


9Total comprehensive income

$
75


$
95


$
124


$
157  12




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##### Table of Contents



Note 12.
    Pension
    Plans and Other Postretirement Benefits    Three months


Six monthsended


endedJune 30,


June 30,(In millions)

2008


2007


2008


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

$
(4
)

$
(5
)

$
(8
)

$
(9
)Interest cost of benefit obligations


(60
)


(56
)


(120
)


(113
)Expected return on plan assets


88



85



175



171Amortization of unrecognized net losses


(11
)


(12
)


(22
)


(24
)Total net periodic-benefit income (expense)

$
13


$
12


$
25


$
25       Three months


Six monthsended


endedJune 30,


June 30,(In millions)

2008


2007


2008


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

$



$



$



$
Interest cost of benefit obligations


(1
)


(1
)


(3
)


(3
)Expected return on plan assets














Amortization of unrecognized net losses






(1
)






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

$
(1
)

$
(2
)

$
(3
)

$
(4
)     Note 13.
    Contingencies  Litigation
   13




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##### Table of Contents



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




---



##### Table of Contents



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

Severance


write-offs


Other (a)


TotalAccrued restructuring balance at March 31, 2008

$
7


$



$



$
7Additions/adjustments to the accountConsumer Products






1



1



2Foodservice/Food Packaging














Other














Total additions/adjustments






1



1



2Cash payments


(2
)






(1
)


(3
)Charges against asset accounts






(1
)






(1
)Accrued restructuring balance at June 30, 2008

$
5


$



$



$
5 15




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##### Table of Contents



Asset(In millions)

Severance


write-offs


Other (a)


TotalRestructuring charges for the six months ended June 30, 2008Consumer Products

$
1


$
5


$
1


$
7Foodservice/Food Packaging


6



2







8Other


1











1Total

$
8


$
7


$
1


$
16Projected total restructuring costsConsumer Products

$
1


$
7


$
(4
)

$
4Foodservice/Food Packaging


6



2







8Other


1











1Total

$
8


$
9


$
(4
)

$
13     (a)
    
    Consists principally of asset removal and transfer costs.
    Projected costs also include a gain on the sale of one of our
    facilities.  Three
    Months Ended June 30, 2008, Compared with Three Months
    Ended June 30, 2007
  Significant
    Trends
           16




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##### Table of Contents



Sales
  Three monthsended


IncreaseJune 30,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
358


$
308


$
50



16.2
%Foodservice/Food Packaging


593



520



73



14.0Total

$
951


$
828


$
123



14.9
%         Operating
    Income
  Three monthsended


IncreaseJune 30,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
61


$
58


$
3



5.2
%Foodservice/Food Packaging


68



68







Other






2



(2
)


(100.0
)Total

$
129


$
128


$
1



0.8
%       Operating income - three months ended June 30, 2008GAAP


Restructuring and


Excluding restructuring(In millions)

basis


other charges


and other chargesConsumer Products

$
61


$
2


$
63Foodservice/Food Packaging


68







68Other










Total

$
129


$
2


$
131    17




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##### Table of Contents



Three monthsended


IncreaseJune 30,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
63


$
58


$
5



8.6
%Foodservice/Food Packaging


68



68







Other






2



(2
)


(100.0
)Total

$
131


$
128


$
3



2.3
%         Income
    from Continuing Operations
    Six
    Months Ended June 30, 2008, compared with Six Months Ended
    June 30, 2007
  Sales
  Six monthsended


IncreaseJune 30,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
648


$
555


$
93



16.8
%Foodservice/Food Packaging


1,111



950



161



16.9Total

$
1,759


$
1,505


$
254



16.9
%      18




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##### Table of Contents



Operating
    Income
  Six monthsended


IncreaseJune 30,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
91


$
112


$
(21
)


(18.8
)%Foodservice/Food Packaging


115



118



(3
)


(2.5
)Other


2



1



1



100.0Total

$
208


$
231


$
(23
)


(10.0
)%       Operating income - six months ended June 30, 2008GAAP


Restructuring and


Excluding restructuring(In millions)

basis


other charges


and other chargesConsumer Products

$
91


$
7


$
98Foodservice/Food Packaging


115



8



123Other


2



1



3Total

$
208


$
16


$
224       Six monthsended


IncreaseJune 30,


(decrease)(In millions)

2008


2007


Amount


PercentConsumer Products

$
98


$
112


$
(14
)


(12.5
)%Foodservice/Food Packaging


123



118



5



4.2Other


3



1



2



200.0Total

$
224


$
231


$
(7
)


(3.0
)%    19




---



##### Table of Contents



Income
    from Continuing Operations
    Liquidity
    and Capital Resources
  Capitalization
  June 30,


December 31,


Increase(In millions)

2008


2007


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

$



$



$
Long-term debt


1,555



1,574



(19
)Total debt


1,555



1,574



(19
)Minority interest


13



13



Shareholders equity


1,365



1,226



139Total capitalization

$
2,933


$
2,813


$
120Ratio of total debt to total capitalization


53.0
%


56.0
%     (In millions)Shareholders equity at December 31, 2007

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


20Foreign currency translation adjustments


10Loss on derivatives


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


7Stock repurchases


(2
)Net income


95Stock-based compensation and common stock issued in connection
    with stock option exercises


10Shareholders equity at June 30, 2008

$
1,365     (1)
    
    Statement of Financial Accounting Standards (SFAS) No. 158,
    Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an Amendment of
    SFAS Nos. 87, 88, 106, and 132(R). 20




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##### Table of Contents



Cash
    Flows
  Six monthsendedJune 30,


Increase(In millions)

2008


2007


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

$
64


$
193


$
(129
)Investing activities


(86
)


(1,072
)


986Financing activities


(22
)


773



(795
)         Capital
    Commitments
    Contractual
    Obligations
    Liquidity
    and Off-Balance-Sheet Financing
  5-year
   21




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##### Table of Contents



Changes
    in Accounting Principles
        Critical
    Accounting Policies
  Form 10-K.
 22




---



##### Table of Contents



CAUTIONARY
    STATEMENT FOR PURPOSES OF SAFE HARBOR PROVISIONS
    OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
    1995
  Form 10-Q,
  Form 10-K
  
    Changes in consumer demand and selling prices for our products,
    including new products that our competitors or we may introduce
    that could impact sales and margins.
    Material substitutions and changes in costs of raw materials,
    including plastic resins, labor, utilities, or transportation
    that could impact our expenses and margins.
    Changes in laws or governmental actions, including changes in
    regulations such as those relating to air emissions or plastics
    generally.
    The availability or cost of capital could impact growth or
    acquisition opportunities.
    Workforce factors such as strikes or other labor interruptions.
    The general economic, political, and competitive conditions in
    countries in which we operate, including currency fluctuations
    and other risks associated with operating outside of the U.S.
    Changes in (1) assumptions regarding the long-term rate of
    return on pension assets and other factors, (2) the
    discount rate, and (3) the level of amortization of
    actuarial gains and losses.
    Changes in
    U.S. and/or
    foreign governmental regulations relating to pension plan
    funding.
    Changes enacted by the SEC, the FASB, or other regulatory or
    accounting bodies. See Changes in Accounting
    Principles.
    Competition from producers located in countries that have lower
    labor and other costs.
    Our ability to integrate new businesses that we have acquired
    and may acquire, or to dispose of businesses or business
    segments that we may wish to divest. 23




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##### Table of Contents



ITEM 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Derivative
    Financial Instruments
    Commodity
    Derivatives
    Interest
    Rates
          Maturities(In millions, except percentages)

2010


2011


2012


Thereafter


TotalFixed rate debt









$
250


$
1,026


$
1,276Average interest rate










5.8
%


7.7
%


7.3
%Fair value









$
253


$
1,112


$
1,365Floating rate debt

$
5


$
280










$
285Average interest rate


1.7
%


3.2
%










3.2
%Fair value

$
5


$
280










$
285      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.
    None  ITEM 4.
    Submission
    of Matters to a Vote of Security Holders   26




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##### Table of Contents



Number of VotesNominee

For


Withheld


AbstainLarry D. Brady


109,166,888



1,414,337



850,972K. Dane Brooksher


109,125,785



1,457,354



849,058Robert J. Darnall


104,398,022



6,188,740



845,436Mary R. (Nina) Henderson


109,126,401



1,447,935



857,862N. Thomas Linebarger


109,151,975



1,423,349



856,874Roger B. Porter


107,413,137



3,156,936



862,123Richard L. Wambold


109,428,057



1,172,705



831,435Norman H. Wesley


107,525,363



3,078,353



828,481     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).3
.2

Amended and Restated By-laws of the registrant adopted
    July 12, 2007 (incorporated herein by reference to
    Exhibit 3.1 to Pactiv Corporations Current Report on
    Form 8-K
    dated July 13, 2007,
    File No. 1-15157).4
.1

Specimen Stock Certificate of Pactiv Corporation Common Stock
    (incorporated herein by reference to Exhibit 4.1 to Pactiv
    Corporations Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1999, File
    No. 1-15157).4
.2(a)

Qualified Offer Plan Rights Agreement, dated as of
    November 4, 1999, by and between the registrant and First
    Chicago Trust Company of New York, as Rights Agent
    (incorporated herein by reference to Exhibit 4.2 to Pactiv
    Corporations Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1999, File
    No. 1-15157).4
.2(b)

Amendment No. 1 to Rights Agreement, dated as of
    November 7, 2002, by and between the registrant and
    National City Bank, as rights agent (incorporated herein by
    reference to Exhibit 4.4(a) to Pactiv Corporations
    Registration Statement on
    Form S-8,
    File
    No. 333-101121).4
.3(a)

Indenture, dated September 29, 1999, by and between the
    registrant and The Chase Manhattan Bank, as Trustee
    (incorporated herein by reference to Exhibit 4.1 to Tenneco
    Packaging Inc.s Registration Statement on
    Form S-4,
    File
    No. 333-82923).4
.3(b)

First Supplemental Indenture, dated as of November 4, 1999,
    to Indenture dated as of September 29, 1999, between the
    registrant and The Chase Manhattan Bank, as Trustee
    (incorporated herein by reference to Exhibit 4.3(b) to
    Pactiv Corporations Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1999, File
    No. 1-15157). 27




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##### Table of Contents



Exhibit No.

Description4
.3(c)

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

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

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

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

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

Seventh Supplemental Indenture dated as of June 25, 2007 to
    Indenture, dated as of September 29, 1999, between Pactiv
    Corporation and the Bank of New York Trust Company, N.A.,
    as Trustee (incorporated herein by reference to Exhibit 4.2
    to Pactiv Corporations Current Report on
    Form 8-K
    dated June 25, 2007, File
    No. 1-15157).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).10
.6

Amended and Restated Change in Control Severance Benefit Plan
    for Key Executives as of December 31, 2006 (incorporated
    herein by reference to Exhibit 10.6 to Pactiv
    Corporations Annual Report on
    Form 10-K
    for the year ended December 31, 2006, File
    No. 1-15157)
    (superseding Pactiv Corporation Change in Control Severance
    Benefit Plan for Key Executives as of March 1, 2005). 28




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##### Table of Contents



Exhibit No.

Description10
.7

Pactiv Corporation (formerly known as Tenneco Packaging Inc.)
    Deferred Compensation Plan (incorporated herein by reference to
    Exhibit 10.8 to Pactiv Corporations Quarterly Report
    on
    Form 10-Q
    for the quarter ended September 30, 1999, File
    No. 1-15157).10
.8

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

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

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

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

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

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

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

Summary of Compensation Arrangements of Directors (incorporated
    herein by reference to Exhibit 10.19 to Pactiv
    Corporations Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006, File
    No. 1-15157).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).10
.20

Continuing Agreement for Standby Letters of Credit between
    Pactiv Corporation and JPMorgan Chase Bank, N.A. dated
    June 5, 2007 (incorporated herein by reference to
    Exhibit 10.20 to Pactiv Corporations Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30, 2007, File
    No. 1-15157).10
.21

Credit Agreement between Pactiv Corporation and JPMorgan Chase
    Bank, N.A. dated June 5, 2007 (incorporated herein by
    reference to Exhibit 10.21 to Pactiv Corporations
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007, File
    No. 1-15157).11


None.15


None. 29




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##### Table of Contents



Exhibit No.

Description18


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 30




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##### Table of Contents



SIGNATURES
      By:
    /s/  EDWARD
    T. WALTERS       31