##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended March 31,
    2010ORo

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
  Rule 12b-2
  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


15Item 3. Quantitative and Qualitative
    Disclosures About Market Risk


22Item 4. Controls and Procedures


23PART II  Other
    InformationItem 1. Legal Proceedings


24Item 1A. Risk Factors


24Item 2. Unregistered Sales of Equity
    Securities and Use of Proceeds


24Item 3. Defaults Upon Senior Securities*


24Item 4. Submission of Matters to a Vote of
    Security Holders*


24Item 5. Other Information*


24Item 6. Exhibits


24EX-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 March 31,(In millions, except share and per share data)

2010


2009Sales

$
777


$
766Costs and expensesCost of sales, excluding depreciation and amortization


560



495Selling, general, and administrative


69



80Depreciation and amortization


46



46675



621Operating income


102



145Other income (expense)Interest expense, net of interest capitalized


(24
)


(23
)Income before income taxes


78



122Income tax expense


30



45Net income and net income attributable to Pactiv

$
48


$
77Earnings per shareWeighted-average number of shares of common stock outstandingBasic


132,569,709



131,708,127Diluted


133,811,094



132,485,534Basic earnings per share of common stock attributable to Pactiv
    common shareholdersContinuing operations

$
0.36


$
0.58Discontinued operations






Total

$
0.36


$
0.58Diluted earnings per share of common stock attributable to
    Pactiv common shareholdersContinuing operations

$
0.36


$
0.58Discontinued operations






Total

$
0.36


$
0.58    3




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##### Table of Contents



Condensed
    Consolidated Statement of Financial Position  March 31,


December 31,(In millions, except share data)

2010


2009AssetsCurrent assetsCash and temporary cash investments

$
235


$
46Accounts and notes receivableTrade, less allowances of $5 and $6 at the respective dates


19



49Trade held by variable interest entity (Pactiv RSA)


384



Retained interest in trade receivable securitization (Pactiv RSA)






228Other


24



51Total accounts and notes receivable


427



328InventoriesFinished goods


283



240Work in process


44



39Raw materials


87



63Other materials and supplies


55



48Total inventories


469



390Deferred income tax assets


34



53Other


17



15Total current assets


1,182



832Property, plant, and equipment, net


1,170



1,172Other assetsGoodwill


1,137



1,135Intangible assets, net


366



372Other


61



63Total other assets


1,564



1,570Total assets

$
3,916


$
3,574Liabilities and equityCurrent liabilitiesShort-term debt of variable interest entity (Pactiv RSA) and
    current maturities of long-term debt

$
135


$
5Accounts payable


176



144Taxes accrued


29



24Interest accrued


28



20Accrued promotions, rebates, and discounts


74



73Accrued payroll and benefits


50



97Other


52



54Total current liabilities


544



417Long-term debt


1,430



1,270Deferred income taxes


75



61Pension and postretirement benefits


662



694Other


144



131Pactiv shareholders equityCommon stock  $0.01 par value,
    350,000,000 shares authorized, 132,853,213 and
    132,334,417 shares issued and outstanding, after deducting
    38,929,964 and 39,448,760 shares held in treasury, at the
    respective dates


1



1Premium on common stock and other capital surplus


728



729Accumulated other comprehensive income (loss)Currency translation adjustment


1



(3
)Pension and postretirement plans


(1,718
)


(1,729
)Gain (loss) on derivatives


6



6Retained earnings


2,029



1,981Total Pactiv shareholders equity


1,047



985Noncontrolling interest


14



16Total equity


1,061



1,001Total liabilities and equity

$
3,916


$
3,574    4




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

2010


2009Operating activitiesNet income

$
48


$
77Adjustments to reconcile income from continuing operations to
    cash provided (used) by operating activities:Depreciation and amortization


46



46Deferred income taxes


9



11Pension income


(12
)


(7
)Noncash compensation expense


4



3Net working capital


(63
)


90Pension contributions






(100
)Other


6



(4
)Cash provided (used) by operating activities

$
38


$
116Investing activitiesExpenditures for property, plant, and equipment

$
(29
)

$
(23
)Acquisitions of businesses and assets






(20
)Other investing activities






1Cash provided (used) by investing activities

$
(29
)

$
(42
)Financing activitiesRevolving credit facility borrowings

$
160


$
Asset securitization borrowings


20



Other






(1
)Cash provided (used) by financing activities

$
180


$
(1
)Effect of foreign exchange rate changes on cash and temporary
    cash investments






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


189



72Cash and temporary cash investments, January 1


46



80Cash and temporary cash investments, March 31

$
235


$
152    5




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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


equityThree months ended March 31, 2010Balance, December 31, 2009

$
1


$
729


$
1,981


$
(1,726
)

$
16


$
1,001Premium on common stock issued (515,856 shares)






11















11Translation of foreign currency statements














4







4Stock-based compensation






(12
)














(12
)Change in pension and postretirement plan funded status, net of
    tax of $10














11







11Dividends to noncontrolling interest


















(2
)


(2
)Net income










48











48Balance, March 31, 2010

$
1


$
728


$
2,029


$
(1,711
)

$
14


$
1,061Three months ended March 31, 2009Balance, December 31, 2008

$
1


$
710


$
1,658


$
(1,698
)

$
16


$
687Premium on common stock issued (371,322 shares)






11















11Translation of foreign currency statements














(10
)






(10
)Stock-based compensation






(12
)














(12
)Change in pension and postretirement plan funded status, net of
    tax of $5














8







8Net income










77











77Balance, March 31, 2009

$
1


$
709


$
1,735


$
(1,700
)

$
16


$
761    6




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##### Table of Contents



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

2010


2009Net income

$
48


$
77Other comprehensive income (loss)Pension and postretirement plans


11



8Net currency translation gain (loss)


4



(10
)Total other comprehensive income (loss)


15



(2
)Consolidated comprehensive income (loss)


63



75Comprehensive income (loss) attributable to the noncontrolling
    interest






Comprehensive income (loss) attributable to Pactiv

$
63


$
75    7




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




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Changes
    in Accounting Principles
  860-10 ASC 860-10
  ASC 810-10 ASC 860-10
  Accounts
    and Notes Receivable
  ASC 810-10 860-10,
    Note 3.
    Long-Term
    Debt, Short-Term Debt, and Financing Arrangements  Long-Term
    Debt
    Short-Term
    Debt
   9




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##### Table of Contents



ASC 810-10 860-10
  Note 4.
    Financial
    Instruments  Asset
    and Liability Instruments
    Instruments
    with Off-Balance Sheet Risk (Including
    Derivatives)
    Cash Flow
    Hedges
    Foreign
    Currency
    Interest
    Rates
   10




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##### Table of Contents



Commodity
  mark-to-market
    Fair
    Value Measurements
  ASC 820-10-35
      Note 5.
    Goodwill
    and Intangible Assets    Consumer


Foodservice/(In millions)

Products


Food Packaging


TotalBalance, December 31, 2009

$
291


$
844


$
1,135Foreign currency translation adjustment






2



2Balance, March 31, 2010

$
291


$
846


$
1,137  11




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##### Table of Contents



March 31, 2010


December 31, 2009Carrying


Accumulated


Carrying


Accumulated(In millions)

value


amortization


value


amortizationIntangible assets subject to amortizationPatents

$
87


$
75


$
87


$
74Customer relationships


209



39



209



36Other


146



91



145



88442



205



441



198Intangible assets not subject to amortization (primarily
    trademarks)


129







129



$
571


$
205


$
570


$
198       Note 6.
    Property,
    Plant, and Equipment, Net  March 31,


December 31,(In millions)

2010


2009Original costLand, buildings, and improvements

$
675


$
667Machinery and equipment


1,936



1,929Other, including construction in progress


112



96$
2,723


$
2,692Less accumulated depreciation and amortization


(1,553
)


(1,520
)Net property, plant, and equipment

$
1,170


$
1,172     Note 7.
    Income
    Taxes     12




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##### Table of Contents



ASC 718-10, ASC 718-10
    Note 8.
    Common
    Stock  Earnings
    Per Share
    Three months ended March 31,(In millions, except share and per share data)

2010


2009Basic earnings per shareNet income attributable to Pactiv

$
48


$
77Weighted-average number of shares of common stock outstanding


132,569,709



131,708,127Basic earnings per share attributable to Pactiv

$
0.36


$
0.58Diluted earnings per shareNet income attributable to Pactiv

$
48


$
77Weighted-average number of shares of common stock outstanding


132,569,709



131,708,127Effect of dilutive securitiesStock options


362,077



136,296Performance shares


874,373



639,671Restricted shares


4,935



1,440Weighted-average number of shares of common stock outstanding,
    including dilutive securities


133,811,094



132,485,534Diluted earnings per share attributable to Pactiv

$
0.36


$
0.58    13




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##### Table of Contents



Rabbi
    Trust
    Note 9.
    Pension
    Plans and Other Postretirement Benefits    Three monthsended March 31,(In millions)

2010


2009Components of net periodic benefit income (expense)Service cost of benefits earned

$
(4
)

$
(4
)Interest cost of benefit obligations


(57
)


(60
)Expected return on plan assets


92



83Amortization of unrecognized net losses


(19
)


(12
)Total net periodic benefit income (expense)

$
12


$
7     Note 10.
    Segment
    Information      Consumer


Foodservice/Food(In millions)

Products


Packaging


Other


TotalFor the three months ended March 31, 2010Sales to external customers

$
291


$
486


$



$
777Operating income (loss)


53



49




(a)


102Total assets


1,258



2,319



339
(b)


3,916For the three months ended March 31, 2009Sales to external customers

$
283


$
483


$



$
766Operating income (loss)


63



84



(2
) (a)


145Total assets


1,249



2,135



354
(b)


3,738     (a)
    
    Includes pension plan income and unallocated corporate expenses.(b)
    
    Includes administrative service operations.  Note 11.
    Noncontrolling
    Interests     14




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

CMAI Polyethylene (cents/lb)(PERFORMANCE GRAPH)

(PERFORMANCE GRAPH)   15




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##### Table of Contents



CMAI Polypropylene (cents/lb)

CMAI PET (cents/lb)(PERFORMANCE GRAPH)

(PERFORMANCE GRAPH)             Results
    of Continuing Operations
  Three
    Months Ended March 31, 2010, Compared with Three Months
    Ended March 31, 2009
  Sales
  Three monthsended


IncreaseMarch 31,


(decrease)(In millions)

2010


2009


Amount


PercentConsumer Products

$
291


$
283


$
8



2.8
%Foodservice/Food Packaging


486



483



3



0.6Total

$
777


$
766


$
11



1.4
%    16




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##### Table of Contents



Operating
    Income
  Three monthsended


IncreaseMarch 31,


(decrease)(In millions)

2010


2009


Amount


PercentConsumer Products

$
53


$
63


$
(10
)


(15.9
)%Foodservice/Food Packaging


49



84



(35
)


(41.7
)Other






(2
)


2



100.0Total

$
102


$
145


$
(43
)


(29.7
)%           Net
    Income attributable to Pactiv
   17




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##### Table of Contents



Liquidity
    and Capital Resources
  Capitalization
  March 31,


December 31,


Increase(In millions)

2010


2009


(decrease)Short-term debt, including current maturities of long-term
    debt (1)

$
135


$
5


$
130Long-term debt (2)


1,430



1,270



160Total debt


1,565



1,275



290Noncontrolling interest


14



16



(2
)Pactiv shareholders equity


1,047



985



62Total capitalization

$
2,626


$
2,276


$
350Ratio of total debt to total capitalization


59.6
%


56.0
%     (1)
    
    Short-term debt payable in December 2010. $130 million in
    2010 related to asset securitization facility classification as
    debt due to adoption of Accounting Standards Codification (ASC)
    810-10 and
    860-10
    disclosure provisions. See Note 2 to the financial
    statements for additional details.(2)
    
    $160 million in 2010 related to borrowings against
    long-term revolving debt to fund the PWP acquisition.  Cash
    Flows
  Three months


Increaseended March 31,


(decrease)(In millions)

2010


2009


in cash flowCash provided (used) by:Operating activities

$
38


$
116


$
(78
)Investing activities


(29
)


(42
)


13Financing activities


180



(1
)


181         Capital
    Commitments
   18




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##### Table of Contents



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


LessTwelve months


Three months


Three months


Twelve monthsended


ended


ended


ended(In millions)

December 31, 2009


March 31, 2010


March 31, 2009


March 31, 2010Net income (1)

$
323


$
48


$
77


$
294Adjustments:Noncash restructuring and other (2)


(1
)










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


(15
)










(15
)Interest expense, net of interest capitalized (1)


94



24



23



95Income tax expense (1)


177



30



45



162Depreciation and amortization (1)


184



46



46



184Noncontrolling interest (1)


1











1EBITDA

$
763


$
148


$
191


$
720EBITDA

$
763










$
720Interest expense, net of interest capitalized (1)


94











95Interest coverage ratio


8.12











7.58Total debt (3)

$
1,275










$
1,565EBITDA


763











720Total debt to EBITDA ratio


1.67











2.17     (1)
    
    Amounts per the consolidated statement of income (for 2009
    information, refer to our 2009
    10-K and
    first quarter 2009
    10-Q; for
    2009 adjusted interim information, refer to Note 16 of our
    2009 10-K).(2)
    
    Amounts per the consolidated statement of cash flows (for 2009
    information, refer to our 2009
    10-K and
    first quarter 2009
    10-Q; for
    2009 adjusted interim information, refer to Note 16 of our
    2009 10-K).(3)
    
    Amounts per the consolidated statement of financial position.  ASC 810-10
 19




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##### Table of Contents



860-10,
      Changes
    in Accounting Principles
  ASC 860-10 ASC 860-10
  ASC 810-10 ASC 860-10
  Critical
    Accounting Policies
  Form 10-K.
 20




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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. 21




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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


2011


2012


Thereafter


TotalFixed rate debt









$
250


$
1,026


$
1,276Average interest rate










5.7
%


7.7
%


7.3
%Fair value









$
268


$
1,218


$
1,486Floating rate debt

$
135


$
160










$
295Average interest rate


0.7
%


0.7
%










0.7
%Fair value

$
135


$
160










$
295    22




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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))
 23




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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.

Description3
.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)

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
.2(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
.2(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). 24




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##### Table of Contents



Exhibit No.

Description4
.2(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
.2(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
.2(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
.2(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
.2(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
.3

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).10
.6

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
.7

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
.8

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). 25




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Exhibit No.

Description10
.9

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
.10

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
.11

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 26




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##### Table of Contents



SIGNATURES
       By:
    /s/  EDWARD
    T. WALTERS       27




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##### Table of Contents



SIGNATURES
      By:
    /s/  DONALD
    E. KING       28