##### 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,
    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

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

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

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

Accelerated
    filer o

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

Smaller reporting company o   Rule 12b-2 o þ




---



##### 





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*


32Item 6. Exhibits


32EX-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 June 30,


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

2009


2008


2009


2008Sales

$
901


$
951


$
1,667


$
1,759Costs and expensesCost of sales, excluding depreciation and amortization


575



704



1,048



1,302Selling, general, and administrative


100



70



180



141Depreciation and amortization


46



46



92



92Other


1







1



Restructuring and other






2







16722



822



1,321



1,551Operating income


179



129



346



208Other income (expense)Interest income


1







1



1Interest expense, net of interest capitalized


(24
)


(27
)


(47
)


(54
)Income before income taxes


156



102



300



155Income tax expense


59



38



112



56Income from continuing operations


97



64



188



99Discontinued operations, net of tax


(1
)


(3
)


(1
)


(4
)Net income attributable to Pactiv

$
96


$
61


$
187


$
95Earnings per shareWeighted-average number of shares of common stock outstandingBasic


131,931,203



130,809,701



131,808,513



130,689,928Diluted


132,472,333



131,980,485



132,441,477



132,083,402Basic earnings per share of common stock attributable to Pactiv
    common shareholdersContinuing operations

$
0.73


$
0.50


$
1.42


$
0.76Discontinued operations


(0.01
)


(0.03
)


(0.01
)


(0.03
)Total

$
0.72


$
0.47


$
1.41


$
0.73Diluted earnings per share of common stock attributable to
    Pactiv common shareholdersContinuing operations

$
0.73


$
0.49


$
1.42


$
0.75Discontinued operations


(0.01
)


(0.03
)


(0.01
)


(0.03
)Total

$
0.72


$
0.46


$
1.41


$
0.72    3




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##### Table of Contents



Condensed
    Consolidated Statement of Financial Position  June 30,


December 31,(In millions, except share data)

2009


2008AssetsCurrent assetsCash and temporary cash investments

$
227


$
80Accounts and notes receivableTrade, less allowances of $8 and $7 at the respective dates


279



264Other


12



47Total accounts and notes receivable


291



311InventoriesFinished goods


183



161Work in process


59



55Raw materials


85



78Other materials and supplies


48



50Total inventories


375



344Deferred income tax assets


16



14Other


16



16Total current assets


925



765Property, plant, and equipment, net


1,191



1,209Other assetsGoodwill


1,128



1,124Intangible assets, net


385



396Pension asset


6



5Noncurrent deferred income tax asset


100



161Other


64



65Total other assets


1,683



1,751Total assets

$
3,799


$
3,725Liabilities and equityCurrent liabilitiesAccounts payable

$
158


$
115Taxes accrued


40



14Interest accrued


20



20Accrued promotions, rebates, and discounts


81



68Accrued payroll and benefits


83



66Other


52



50Total current liabilities


434



333Long-term debt


1,345



1,345Pension and postretirement benefits


1,021



1,266Other


99



96Noncurrent liabilities related to discontinued operations


31



30Pactiv shareholders equityCommon stock  $0.01 par value,
    350,000,000 shares authorized, 131,946,803 and
    131,510,270 shares issued and outstanding, after deducting
    39,837,223 and 40,272,907 shares held in treasury, at the
    respective dates


1



1Premium on common stock and other capital surplus


716



710Accumulated other comprehensive income (loss)Currency translation adjustment


(10
)


(16
)Pension and postretirement plans


(1,674
)


(1,689
)Gain (loss) on derivatives


7



7Retained earnings


1,813



1,626Total Pactiv shareholders equity


853



639Noncontrolling interest


16



16Total equity


869



655Total liabilities and equity

$
3,799


$
3,725    4




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##### Table of Contents



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

2009


2008Operating activitiesNet income attributable to Pactiv

$
187


$
95Discontinued operations


1



4Income from continuing operations


188



99Adjustments to reconcile income from continuing operations to
    cash provided (used) by operating activities:Depreciation and amortization


92



92Deferred income taxes


52



19Restructuring and other


(1
)


11Pension income


(17
)


(25
)Noncash compensation expense


10



9Net working capital


91



(130
)Pension contributions


(200
)


Other






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


215



70Cash provided (used) by operating activities 
    discontinued operations






(6
)Cash provided (used) by operating activities

$
215


$
64Investing activitiesExpenditures for property, plant, and equipment

$
(49
)

$
(86
)Acquisitions of businesses and assets


(20
)


Other investing activities


1



Cash provided (used) by investing activities

$
(68
)

$
(86
)Financing activitiesIssuance of common stock

$
1


$
2Purchase of common stock






(2
)Revolving credit facility payment






(20
)Other


(1
)


(2
)Cash provided (used) by financing activities

$



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






2Increase (decrease) in cash and temporary cash investments


147



(42
)Cash and temporary cash investments, January 1


80



95Cash and temporary cash investments, June 30

$
227


$
53    5




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##### Table of Contents



Consolidated
    Statement of Changes in Equity

(In millions,
    except share data)  Pactiv ShareholdersPremium oncommon stock





Accumulatedand other





otherCommon


capital


Retained


comprehensive


Noncontrolling


Totalstock


surplus


earnings


income (loss)


interest


equitySix months ended June 30, 2009Balance, December 31, 2008

$
1


$
710


$
1,626


$
(1,698
)

$
16


$
655Premium on common stock issued (435,684 shares)






12















12Translation of foreign currency statements














6







6Stock-based compensation






(6
)














(6
)Gain (loss) on derivativesChange in pension and postretirement plan funded status, net of
    tax of $9














15







15Net income










187











187Total comprehensive income (loss)Balance, June 30, 2009

$
1


$
716


$
1,813


$
(1,677
)

$
16


$
869Six months ended June 30, 2008Balance, December 31, 2007

$
1


$
683


$
1,402


$
(862
)

$
15


$
1,239Premium on common stock issued (472,025 shares)






10















10Treasury stock repurchased (75,218 shares)






(2
)














(2
)Translation of foreign currency statements














9



1



10Stock-based compensation






















Gain (loss) on derivatives














(1
)






(1
)Impact of adopting SFAS No. 158 measurement date
    change, net of tax of $4










7











7Change in pension and postretirement plan funded status, net of
    tax of $13














20







20Net income










95











95Total comprehensive income (loss)Balance, June 30, 2008

$
1


$
691


$
1,504


$
(834
)

$
16


$
1,378    6




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##### Table of Contents



Consolidated
    Statement of Comprehensive Income (Loss)  Three months


Six monthsended


endedJune 30,


June 30,(In millions)

2009


2008


2009


2008Consolidated net income

$
96


$
61


$
187


$
95Other comprehensive income (loss)Pension and postretirement plans


7



7



15



20Net currency translation gain (loss)


16



6



6



10Gain (loss) on derivatives






1







(1
)Total other comprehensive income (loss)


23



14



21



29Consolidated comprehensive income (loss)


119



75



208



124Comprehensive income (loss) attributable to the noncontrolling
    interest














1Comprehensive income (loss) attributable to Pactiv

$
119


$
75


$
208


$
123    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
           9




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##### Table of Contents



No. FAS 107-1 28-1, No. FAS 107-1 28-1 No. FAS 107-1 28-1
    Note 3.
    Restructuring
    and Other      Note 4.
    Business
    Combination     10




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##### Table of Contents



15-year
    (In millions)Current assets

$
4Property, plant, and equipment


12Intangible assets


3Goodwill


2Total assets acquired


21Current liabilities


1Total liabilities assumed


1Net assets acquired

$
20   Note 5.
    Discontinued
    Operations      Note 6.
    Long-Term
    Debt and Financing Arrangements      Note 7.
    Financial
    Instruments  Asset
    and Liability Instruments
    Instruments
    with Off-Balance Sheet Risk (Including
    Derivatives)
   11




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##### Table of Contents



Cash Flow
    Hedges
    Foreign
    Currency
    Interest
    Rates
    Commodity
  mark-to-market
    Fair
    Value Measurements
   12




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##### Table of Contents



Fair value as of


Fair value as of(In millions)

Balance sheet location

June 30, 2009


December 31, 2008Asset derivativesDerivatives designated as hedging instruments:Commodity contracts

Other current assets

$
1


$
Total asset derivatives



$
1


$
     Gain or (Loss)

Location of Gain or (Loss)

(Gain) or LossRecognized in OCI

Reclassified from OCI into

Reclassified from OCI into(Effective Portion)

Income (Effective Portion)

Income (Effective Portion)(In millions)

2009

2008



2009

2008Commodity Contracts

$
1


$



Cost of Sales

$



$
Interest Rate Contracts

$



$



Interest Expense

$
(1
)

$
     Note 8.
    Goodwill
    and Intangible Assets    Consumer


Foodservice/(In millions)

Products


Food Packaging


TotalBalance, December 31, 2008

$
289


$
835


$
1,124Goodwill additions


1



1



2Foreign currency translation adjustment






2



2Balance, June 30, 2009

$
290


$
838


$
1,128  13




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##### Table of Contents



June 30, 2009


December 31, 2008Carrying


Accumulated


Carrying


Accumulated(In millions)

value


amortization


value


amortizationIntangible assets subject to amortizationPatents

$
87


$
71


$
87


$
69Customer relationships


209



29



206



21Other


145



85



145



81441



185



438



171Intangible assets not subject to amortization (primarily
    trademarks)


129







129



$
570


$
185


$
567


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


December 31,(In millions)

2009


2008Original costLand, buildings, and improvements

$
660


$
654Machinery and equipment


1,846



1,808Other, including construction in progress


132



125$
2,638


$
2,587Less accumulated depreciation and amortization


(1,447
)


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

$
1,191


$
1,209     Note 10.
    Income
    Taxes   14




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##### Table of Contents



Note 11.
    Common
    Stock  Earnings
    Per Share
    Three months ended June 30,


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

2009


2008


2009


2008Basic earnings per shareIncome from continuing operations

$
97


$
64


$
188


$
99Weighted-average number of shares of common stock outstanding


131,931,203



130,809,701



131,808,513



130,689,928Basic earnings from continuing operations per share

$
0.73


$
0.50


$
1.42


$
0.76Diluted earnings per shareIncome from continuing operations

$
97


$
64


$
188


$
99Weighted-average number of shares of common stock outstanding


131,931,203



130,809,701



131,808,513



130,689,928Effect of dilutive securitiesStock options


243,625



638,655



193,273



724,786Performance shares


297,505



530,293



439,691



666,640Restricted shares






1,836







2,048Weighted-average number of shares of common stock outstanding,
    including dilutive securities


132,472,333



131,980,485



132,441,477



132,083,402Diluted earnings from continuing operations per share

$
0.73


$
0.49


$
1.42


$
0.75    15




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##### Table of Contents



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


Six monthsended


endedJune 30,


June 30,(In millions)

2009


2008


2009


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

$
(3
)

$
(4
)

$
(7
)

$
(8
)Interest cost of benefit obligations


(60
)


(60
)


(120
)


(120
)Expected return on plan assets


86



88



169



175Amortization of unrecognized net losses


(13
)


(11
)


(25
)


(22
)Total net periodic benefit income (expense)

$
10


$
13


$
17


$
25     Note 13.
    Segment
    Information      Consumer


Foodservice/Food(In millions)

Products


Packaging


Other


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

$
356


$
545


$



$
901Operating income (loss)


94



89



(4
) (b)


179For the three months ended June 30, 2008Sales to external customers

$
358


$
593


$



$
951Operating income (loss) (a)


61



68




(b)


129 16




---



##### Table of Contents



Consumer


Foodservice/Food(In millions)

Products


Packaging


Other


TotalAt June 30, 2009, and for the six months then endedSales to external customers

$
639


$
1,028


$



$
1,667Operating income (loss)


168



184



(6
) (b)


346Total assets


1,280



2,122



397
(c)


3,799At June 30, 2008, and for the six months then endedSales to external customers

$
648


$
1,111


$



$
1,759Operating income (loss) (a)


91



115



2
(b)


208Total assets


1,373



2,249



320
(c)


3,942     (a)
    
    Includes restructuring and other charges of $2 million for
    Consumer Products for the three months ended June 30, 2008,
    and $16 million for the six months ended June 30, 2008
    ($7 million for Consumer Products, $8 million for
    Foodservice/Food Packaging, and $1 million for Other).(b)
    
    Includes pension plan income and unallocated corporate expenses.(c)
    
    Includes administrative service operations.  Note 14.
    Noncontrolling
    Interests       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)GRAPH

GRAPH              19




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##### Table of Contents



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


IncreaseJune 30,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
356


$
358


$
(2
)


(0.6
)%Foodservice/Food Packaging


545



593



(48
)


(8.1
)Total

$
901


$
951


$
(50
)


(5.3
)%         Operating
    Income
  Three monthsended


IncreaseJune 30,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
94


$
61


$
33



54.1
%Foodservice/Food Packaging


89



68



21



30.9Other


(4
)






(4
)


(100.0
)Total

$
179


$
129


$
50



38.8
%   ® ® mark-to-market
 20




---



##### Table of Contents



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       Three monthsended


IncreaseJune 30,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
94


$
63


$
31



49.2
%Foodservice/Food Packaging


89



68



21



30.9Other


(4
)






(4
)


(100.0
)Total

$
179


$
131


$
48



36.6
%         Income
    from Continuing Operations
   21




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##### Table of Contents



Six
    Months Ended June 30, 2009, Compared with Six Months Ended
    June 30, 2008
  Sales
  Six monthsended


IncreaseJune 30,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
639


$
648


$
(9
)


(1.4
)%Foodservice/Food Packaging


1,028



1,111



(83
)


(7.5
)Total

$
1,667


$
1,759


$
(92
)


(5.2
)%         Operating
    Income
  Six monthsended


IncreaseJune 30,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
168


$
91


$
77



84.6
%Foodservice/Food Packaging


184



115



69



60.0Other


(6
)


2



(8
)


(400.0
)Total

$
346


$
208


$
138



66.3
%       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    22




---



##### Table of Contents



Six monthsended


IncreaseJune 30,


(decrease)(In millions)

2009


2008


Amount


PercentConsumer Products

$
168


$
98


$
70



71.4
%Foodservice/Food Packaging


184



123



61



49.6Other


(6
)


3



(9
)


(300.0
)Total

$
346


$
224


$
122



54.5
%         Income
    from Continuing Operations
    Liquidity
    and Capital Resources
  Capitalization
  June 30,


December 31,


Increase(In millions)

2009


2008


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

$



$



$
Long-term debt


1,345



1,345



Total debt


1,345



1,345



Noncontrolling interest


16



16



Pactiv shareholders equity


853



639



214Total capitalization

$
2,214


$
2,000


$
214Ratio of total debt to total capitalization


60.7
%


67.3
%  23




---



##### Table of Contents



Cash
    Flows
  Six monthsendedJune 30,


Increase(In millions)

2009


2008


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

$
215


$
64


$
151Investing activities


(68
)


(86
)


18Financing activities






(22
)


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




---



##### Table of Contents



Plus


LessTwelve months


Six months


Six months


Twelve monthsended


ended


ended


ended(In millions)

December 31, 2008


June 30, 2009


June 30, 2008


June 30, 2009Net income (1)

$
217


$
187


$
95


$
309Adjustments:Noncash restructuring and other (2)


12



(1
)


11



Interest expense, net of interest capitalized (1)


106



47



54



99Income tax expense (1)


120



112



56



176Depreciation and amortization (1)


182



92



92



182Noncontrolling interest (1)


1











1EBITDA

$
638


$
437


$
308


$
767EBITDA

$
638










$
767Interest expense, net of interest capitalized (1)


106











99Interest coverage ratio


6.02











7.75Total debt (3)

$
1,345










$
1,345EBITDA


638











767Total debt to EBITDA ratio


2.11











1.75     (1)
    
    Amounts per the consolidated statement of income (for 2008
    information, refer to our 2008
    10-K and
    second quarter 2008
    10-Q).(2)
    
    Amounts per the consolidated statement of cash flows (for 2008
    information, refer to our 2008
    10-K and
    second quarter 2008
    10-Q).(3)
    
    Amounts per the consolidated statement of financial position.         25




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Changes
    in Accounting Principles
         26




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##### Table of Contents



No. FAS 107-1 28-1, No. FAS 107-1 28-1 No. FAS 107-1 28-1
    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
          Maturities(In millions, except percentages)

2010


2011


2012


Thereafter


TotalFixed rate debt









$
250


$
1,026


$
1,276Average interest rate










5.7
%


7.7
%


7.3
%Fair value









$
258


$
1,104


$
1,362Floating rate debt

$
5


$
70










$
75Average interest rate


0.7
%


3.3
%










3.1
%Fair value

$
5


$
70










$
75  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.
    None  ITEM 4.
    Submission
    of Matters to a Vote of Security Holders      Number of VotesNominee

For


Withheld


AbstainLarry D. Brady


111,494,644



1,659,595



178,330K. Dane Brooksher


111,450,811



1,711,716



170,043Robert J. Darnall


107,404,493



5,739,112



188,965Mary R. (Nina) Henderson


111,536,681



1,628,091



167,797N. Thomas Linebarger


111,346,213



1,788,466



197,891Roger B. Porter


109,578,418



3,523,212



230,940Richard L. Wambold


109,931,882



3,234,782



165,907Norman H. Wesley


111,528,754



1,633,101



170,715    31




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##### Table of Contents



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
    dated November 8, 2002, File
    No. 333-101121).4
.3(a)

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

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

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

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

Fourth Supplemental Indenture, dated as of November 4,
    1999, to Indenture dated as of September 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). 32




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##### Table of Contents



Exhibit No.

Description4
.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).10
.7

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

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

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

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

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

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

Form of Pactiv Corporation Non-Qualified Stock Option Award
    Agreement (incorporated herein by reference to
    Exhibit 10.17 to Pactiv Corporations Annual Report on
    Form 10-K
    for the year ended December 31, 2004, File
    No. 1-15157). 33




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##### Table of Contents



Exhibit No.

Description10
.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.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 34




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SIGNATURES
      By:
    /s/  EDWARD
    T. WALTERS       35




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##### Table of Contents



SIGNATURES
      By:
    /s/  DONALD
    E. KING       36