##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE
    SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended March 31, 2007ORo

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

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

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

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




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##### 



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


3Condensed
    Consolidated Statement of Financial Position


4Condensed
    Consolidated Statement of Cash Flows


5Notes to Financial
    Statements


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


12Item 3. Quantitative
    and Qualitative Disclosures About Market Risk


17Item 4.
    Controls and Procedures


17PART II 
    Other InformationItem 1. Legal
    Proceedings*


18Item 1A. Risk
    Factors


18Item 2. Unregistered
    Sales of Equity Securities and Use of Proceeds


18Item 3. Defaults
    Upon Senior Securities*


18Item 4. Submission of
    Matters to a Vote of Security Holders*


18Item 5. Other
    Information*


18Item 6. Exhibits


18CertificationCertificationCertificationCertification      *
    
    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)

2007


2006Sales

$
677


$
680Costs and
    expensesCost of sales, excluding
    depreciation and amortization


471



482Selling, general, and
    administrative


66



66Depreciation and amortization


36



35Other expense


1



574



583Operating income


103



97Other income
    (expense)Interest income


2



2Interest expense, net of interest
    capitalized


(18
)


(18
)Income before income
    taxes


87



81Income-tax expense


30



30Net income

$
57


$
51Earnings per shareWeighted-average number of shares
    of common stock outstandingBasic


131,706,830



142,097,788Diluted


133,538,777



143,733,696Basic earnings per share of common
    stock

$
0.43


$
0.36Diluted earnings per share of
    common stock

$
0.43


$
0.35    3




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Condensed
    Statement of Financial Position  (In millions, except share data)

March 31, 2007


December 31, 2006AssetsCurrent assetsCash and temporary cash
    investments

$
125


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


282



310Other


8



13Total accounts and notes receivable


290



323InventoriesFinished goods


178



144Work in process


53



52Raw materials


72



61Other materials and supplies


39



39Total inventories


342



296Other


32



38Total current assets


789



838Property, plant, and equipment, net


1,084



1,093Other assetsGoodwill


525



525Intangible assets, net


235



238Other


59



64Total other assets


819



827Total assets

$
2,692


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

$
99


$
98Accounts payable


142



152Taxes accrued


62



54Interest accrued


25



8Accrued promotions, rebates, and
    discounts


70



77Accrued payroll and benefits


48



82Other


63



63Liabilities from discontinued
    operations


27



15Total current liabilities


536



549Long-term debt


771



771Deferred income taxes


69



120Unrecognized income-tax benefits


41



Pension and postretirement benefits


378



403Other


52



53Minority interest


13



9Shareholders equityCommon stock (130,288,237 and
    132,676,408 shares issued and outstanding, after deducting
    41,494,940 and 39,106,769 shares held in treasury, at the
    respective dates)


1



1Premium on common stock and other
    capital surplus


674



757Accumulated other comprehensive
    income (loss)Currency translation adjustment


8



10Pension funded status


(1,065
)


(1,072
)Retained earnings


1,214



1,157Total shareholders equity


832



853Total liabilities and
    shareholders equity

$
2,692


$
2,758  4




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

2007


2006Operating activitiesNet income

$
57


$
51Adjustments to reconcile net
    income to cash provided by operating activities 
    continuing operations:Depreciation and amortization


36



35Deferred income taxes


9



4Pension income


(13
)


(11
)Noncash compensation expense


2



3Net working capital


(58
)


(41
)Other


9



4Cash provided by operating
    activities  continuing operations


42



45Cash used by operating
    activities  discontinued operations






(3
)Cash provided by operating
    activities


42



42Investing
    activitiesExpenditures for property, plant,
    and equipment


(24
)


(17
)Net proceeds from the sale of a
    business or assets


1



1Other investing activities






3Cash used by investing
    activities


(23
)


(13
)Financing activitiesIssuance of common stock


12



12Purchase of common stock


(100
)


(46
)Other


13



(3
)Cash used by financing
    activities


(75
)


(37
)Effect of foreign-exchange rate
    changes on cash and temporary cash investments






1Decrease in cash and temporary
    cash investments


(56
)


(7
)Cash and temporary cash
    investments, January 1


181



172Cash and temporary cash
    investments, March 31

$
125


$
165  5




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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.
    Otherrelates to corporate and administrative-service
    operations and retiree-benefit income and expense.    Note 2.
    Summary
    of Accounting Policies  Form 10-K.
  Stock-Based
    Compensation
     6




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##### Table of Contents



Accounts
    and Notes Receivable
    Changes
    in Accounting Principles
    Note 3.
    Discontinued
    Operations      Note 4.
    Goodwill
    and Intangible Assets    Consumer


Foodservice/(In millions)

Products


Food Packaging


TotalBalance, March 31, 2007, and
    December 31, 2006

$
136


$
389


$
525     March 31, 2007


December 31, 2006Carrying


Accumulated


Carrying


Accumulated(In millions)

Value


amortization


Value


amortizationIntangible assets subject to
    amortizationPatents

$
87


$
60


$
87


$
59Other


148



69



148



67235



129



235



126Intangible assets not subject to
    amortization (primarily trademarks)


129







129



$
364


$
129


$
364


$
126    7




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Note 5.
    Property,
    Plant, and Equipment, Net  (In millions)

March 31, 2007


December 31, 2006Original costLand, buildings, and improvements

$
649


$
645Machinery and equipment


1,524



1,507Other, including construction in
    progress


86



82$
2,259


$
2,234Less accumulated depreciation and
    amortization


(1,175
)


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

$
1,084


$
1,093     Note 6. Common
    Stock
  Earnings
    Per Share
    Three months ended March 31,(In millions, except share and per-share data)

2007


2006Basic earnings per
    shareNet income

$
57


$
51Weighted-average number of shares
    of common stock outstanding


131,706,830



142,097,788Basic earnings per share

$
0.43


$
0.36Diluted earnings per
    shareNet income

$
57


$
51Weighted-average number of shares
    of common stock outstanding


131,706,830



142,097,788Effect of dilutive securitiesStock options


1,396,113



1,356,005Performance shares


433,113



279,903Restricted shares


2,721



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


133,538,777



143,733,696Diluted earnings per share

$
0.43


$
0.35     Grantor
    Trust
   8




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Note 7.
    Segment
    Information      Consumer


Foodservice/Food(In millions)

Products


Packaging


Other


TotalFor the three months ended
    March 31, 2007Sales to external customers

$
247


$
430


$



$
677Operating income


54



50



(1)
(b)


103Total assets


1,007



1,475



210
(c)


2,692For the three months ended
    March 31, 2006Sales to external customers

$
242


$
438


$



$
680Operating income


42



57
(a)


(2)
(b)


97Total assets


1,031



1,483



296
(c)


2,810     (a)
    
    Includes restructuring and other credits of $1 million for
    the three months ended March 31, 2006.(b)
    
    Includes pension-plan income and unallocated corporate expenses.(c)
    
    Includes administrative-service operations.  Note 8.
    Comprehensive
    Income (Loss)    Three months endedMarch 31,(In millions)

2007


2006Net income

$
57


$
51Other comprehensive incomePension funded status


7



Net currency-translation losses


(2
)


(2
)Total comprehensive income

$
62


$
49   Note 9.
    Pension
    Plans and Other Postretirement Benefits    Three monthsendedMarch 31,(In millions)

2007


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

$
(4
)

$
(5
)Interest cost of benefit
    obligations


(57
)


(57
)Expected return on plan assets


86



86Amortization of unrecognized net
    losses


(12
)


(13
)Total net periodic benefit income

$
13


$
11    9




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Note 10.
    Contingencies      Environmental
    Matters
  clean-up clean-up
  Note 11.
    Income
    Taxes         10




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##### Table of Contents



Note 12.
    Subsequent
    Event     11




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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.
    Otherrelates to corporate and administrative-service
    operations and retiree-benefit income and expense.    Three
    Months Ended March 31, 2007, Compared with Three Months
    Ended March 31, 2006
  Significant
    Trends
         12




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##### Table of Contents



Sales
  Three monthsended


IncreaseMarch 31,


(decrease)(In millions)

2007


2006


Amount


PercentConsumer Products

$
247


$
242


$
5



2.1
%Foodservice/Food Packaging


430



438



(8
)


(1.8
)Total

$
677


$
680


$
(3
)


(0.4
)%         Operating
    Income
  Three months


Increaseended March 31,


(decrease)(In millions)

2007


2006


Amount


PercentConsumer Products

$
54


$
42


$
12



28.6
%Foodservice/Food Packaging


50



57



(7
)


(12.3
)Other


(1
)


(2
)


1



50.0Total

$
103


$
97


$
6



6.2
%         Net
    Income
   13




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Liquidity
    and Capital Resources
  Capitalization
  March 31,


December 31,


Increase(In millions)

2007


2006


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

$
99


$
98


$
1Long-term debt


771



771



Total debt


870



869



1Minority interest


13



9



4Shareholders equity


832



853



(21
)Total capitalization

$
1,715


$
1,731


$
(16
)Ratio of total debt to total
    capitalization


50.7
%


50.2
%


0.5
%     (a)
    
    Represents debt payable in April 2007.    (In millions)Shareholders equity at
    December 31, 2006

$
853Increase (decrease)Change in pension funded status


7Unfavorable foreign-currency
    translation adjustments


(2
)Stock repurchases


(100
)Net income


57Stock-based compensation and
    common stock issued in connection with stock-option exercises


17Shareholders equity at
    March 31, 2007

$
832   Cash
    Flows
  Three months endedMarch 31,


Increase(In millions)

2007


2006


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

$
42


$
42


$
Investing activities


(23
)


(13
)


(10
)Financing activities


(75
)


(37
)


(38
)        14




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##### Table of Contents



Capital
    Commitments
    Contractual
    Obligations
    Liquidity
    and Off-Balance-Sheet Financing
  5-year
        Changes
    In Accounting Principles
    Critical
    Accounting Policies
  Form 10-K.
 15




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##### Table of Contents



CAUTIONARY
    STATEMENT FOR PURPOSES OF SAFE HARBOR PROVISIONS
    OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
    1995
  Form 10-Q,
  Form 10-K
  
    Changes in consumer demand and selling prices for our products,
    including new products that our competitors or we may introduce
    that could impact sales and margins.
    Material substitutions and changes in costs of raw materials,
    including plastic resins, labor, utilities, or transportation
    that could impact our expenses and margins.
    Changes in laws or governmental actions, including changes in
    regulations such as those relating to air emissions or plastics
    generally.
    The availability or cost of capital could impact growth or
    acquisition opportunities.
    Workforce factors such as strikes or other labor interruptions.
    The general economic, political, and competitive conditions in
    countries in which we operate, including currency fluctuations
    and other risks associated with operating outside of the U.S.
    Changes in (1) assumptions regarding the long-term rate of
    return on pension assets and other factors, (2) the
    discount rate, and (3) the level of amortization of
    actuarial gains and losses.
    Changes in U.S. and/or foreign governmental regulations relating
    to pension-plan funding.
    Changes enacted by the Securities and Exchange Commission, the
    Financial Accounting Standards Board, or other regulatory or
    accounting bodies. See Changes in Accounting
    Principles.
    Competition from producers located in countries that have lower
    labor and other costs.
    Our ability to integrate new businesses that we may acquire or
    to dispose of businesses or business segments that we may wish
    to divest. 16




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##### Table of Contents



ITEM 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Derivative
    Financial Instruments
    Commodity
    Derivatives
  mark-to-market
  Interest
    Rates
      Maturities(In millions)

2007


Thereafter


TotalFixed-rate debt

$
99


$
776


$
875Average interest rate


8.0
%


8.1
%


8.1
%Fair value

$
99


$
875


$
974     ITEM 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e))
  13a-15(f) 15d-15(f))
 17




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##### Table of Contents



PART II 
    OTHER INFORMATION  ITEM 1.
    None  ITEM 1A.
    Risk
    Factors  Form 10-K
  ITEM 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds      Maximum number ofTotal





Total number of shares


shares that maynumber of


Average


purchased  as part of


yet be purchasedshares


price paid


publicly  announced


under plans orPeriod

purchased


per share


plans or programs


programsJanuary 2007


15,000


$
36.23



15,000



3,957,400February 2007


2,337,200



32.77



2,337,200



1,620,200March 2007


724,500



32.20



724,500



895,700Total


3,076,700







3,076,700  ITEM 3-5. None  ITEM 6.
    Exhibits    Exhibit No.

Description2


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

Restated Certificate of
    Incorporation of the registrant (incorporated herein by
    reference to Exhibit 3.1 to Pactiv Corporations
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1999, File
    No. 1-15157).3
.2

Amended and Restated By-laws of the
    registrant adopted September 9, 2005 (incorporated herein
    by reference to Exhibit 3.2 to Pactiv Corporations
    Current Report on
    Form 8-K
    dated November 13, 2006, File No. 1-15157).4
.1

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

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

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

Indenture, dated September 29,
    1999, by and between the registrant and The Chase Manhattan
    Bank, as Trustee (incorporated herein by reference to
    Exhibit 4.1 to Tenneco Packaging Inc.s Registration
    Statement on
    Form S-4,
    File
    No. 333-82923). 18




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##### Table of Contents



Exhibit No.

Description4
.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 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
.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,
    File
    No. 333-101121). 19




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##### Table of Contents



Exhibit No.

Description10
.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).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 20




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##### Table of Contents



SIGNATURES
      By:
    /s/  ANDREW
    A. CAMPBELL       21