<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 11-K
----------
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[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-15157
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
PACTIV CORPORATION THRIFT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PACTIV CORPORATION
1900 WEST FIELD COURT
LAKE FOREST, IL 60045
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<PAGE> 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Pactiv Corporation Benefits Committee:
We have audited the accompanying statements of net assets available for plan
benefits of the Pactiv Corporation Thrift Plan (formerly, the Tenneco Thrift
Plan) as of December 31, 1999 and 1998, and the related statement of changes in
net assets available for plan benefits for the year ended December 31, 1999.
These financial statements and the supplemental schedules referred to below are
the responsibility of the Pactiv Corporation Benefits Committee. Our
responsibility is to express an opinion on these financial statements and
supplemental schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Pactiv
Corporation Thrift Plan (formerly, the Tenneco Thrift Plan) as of December 31,
1999 and 1998, and the changes in net assets available for plan benefits for the
year ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1999, included as Schedule I, and
reportable transactions - series of transactions for the year ended December 31,
1999, included as Schedule II, are presented for purposes of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 12, 2000
<PAGE> 3
PACTIV CORPORATION THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
ASSETS:
Investments, at fair value-
Corporate securities-
Pactiv Corporation common stock $ 42,470,703 $ --
Tenneco Automotive Inc. common stock (formerly, Tenneco Inc.
common stock) 7,755,831 119,871,236
El Paso Energy common stock 8,137,662 11,122,649
Newport News Shipbuilding Inc. common stock 5,822,081 10,652,879
------------ ------------
64,186,277 141,646,764
Collective trust funds-
BZW Barclays Equity Index Fund 67,891,099 56,027,686
BZW Barclays U.S. Debt Market Index Fund 6,968,963 9,125,071
Other -- 3,449,424
------------ ------------
74,860,062 68,602,181
Registered investment companies-
Fidelity Growth Company Fund 119,218,324 60,885,776
INVESCO Value Trust Total Return Fund 14,178,495 15,661,215
Putnam New Opportunities Fund 56,252,806 30,317,365
Templeton Foreign Fund 10,711,975 6,554,164
Other -- 9,191,903
------------ ------------
200,361,600 122,610,423
Pooled separate accounts -- 3,703,077
Guaranteed investment contracts -- 687,003
Nations Cash Reserves 91,948,554 93,101,850
Bankers Trust Pyramid Directed Account Cash Fund 2,609,515 4,473,267
Participant loans receivable 8,412,203 9,715,389
------------ ------------
Total investments 442,378,211 444,539,954
Receivables-
Employees' contributions -- 995,173
Employers' contributions 1,948,448 888,716
Accrued interest and dividends 479,637 505,993
Due from broker 365,617 318,272
Due from affiliated plan 285,714 --
------------ ------------
Total receivables 3,079,416 2,708,154
Cash, noninterest bearing 1,338 21
------------ ------------
Total assets 445,458,965 447,248,129
LIABILITIES:
Due to broker 604,346 813,217
------------ ------------
Total liabilities 604,346 813,217
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $444,854,619 $446,434,912
============ ============
</TABLE>
The accompanying notes to financial statements are an integral part
of these financial statements.
<PAGE> 4
PACTIV CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $ 446,434,912
-------------
ADDITIONS:
Dividends-
Tenneco Inc. common stock 3,368,700
Other corporate securities 263,797
Registered investment companies 18,308,581
-------------
Total dividends 21,941,078
Interest 397,821
Repayment of loan interest 674,132
-------------
23,013,031
Net appreciation (depreciation) in fair value of investments-
Corporate securities (81,837,421)
Collective trust funds 12,077,273
Registered investment companies 62,800,982
-------------
Total net depreciation in fair value of investments (6,959,166)
-------------
Net investment income 16,053,865
Contributions-
Employees 22,393,763
Employers 19,501,273
Rollovers 892,627
-------------
Total contributions 42,787,663
-------------
Total additions 58,841,528
-------------
DEDUCTIONS:
Withdrawals 54,118,186
Administrative expenses 507,080
Transfer to other plans (Note 7) 5,796,555
-------------
Total deductions 60,421,821
-------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 444,854,619
=============
</TABLE>
The accompanying notes to financial statements are an integral part
of this financial statement.
<PAGE> 5
PACTIV CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. DESCRIPTION OF THE PACTIV
CORPORATION THRIFT PLAN:
The following description of the Pactiv Corporation Thrift Plan (the Thrift
Plan) (formerly, the Tenneco Thrift Plan) provides only general information.
Participants should refer to the Thrift Plan document for a more complete
description of the Thrift Plan's provisions.
Reorganization of Sponsor
During 1998, the board of directors of Tenneco Inc. authorized management to
develop a broad range of strategic alternatives to separate the automotive,
paperboard packaging and specialty packaging businesses. Subsequently, Tenneco
Inc. completed the following actions:
a. In January 1999, Tenneco Inc. announced an agreement to contribute the
containerboard business to a new joint venture with an affiliate of Madison
Dearborn Partners. The transaction closed in April 1999. Tenneco Inc.
retained a 43 percent interest in the joint venture, Packaging Corporation
of America (PCA).
b. In April 1999, Tenneco Inc. announced an agreement to sell the folding
carton operations to Caraustar Industries (the Caraustar Sale). This
transaction closed in June 1999. The folding carton operations and the
containerboard business together represented the paperboard packaging
business.
c. On November 4, 1999, Tenneco Inc. completed the spin-off of the common
stock of Tenneco Packaging Inc., now known as Pactiv Corporation, to
Tenneco Inc. shareholders (the Spin-Off). As a result of the Spin-Off,
Tenneco Inc. shareholders received one share of Pactiv Corporation common
stock for each share of Tenneco Inc. common stock held as of the close of
business on October 29, 1999. Pactiv Corporation included all of the
businesses that made up the specialty packaging segment as well as the
remaining interest in PCA and the administrative services operation.
d. Immediately following the Spin-Off, Tenneco Inc. was renamed Tenneco
Automotive Inc. On November 5, 1999, Tenneco Automotive Inc. completed a
reverse stock split. Every five shares of Tenneco Inc. common stock were
converted into one share of Tenneco Automotive Inc. common stock.
In conjunction with the Spin-Off, Pactiv Corporation assumed sponsorship of the
Tenneco Thrift Plan from Tenneco Inc., and the Tenneco Thrift Plan was renamed
the Pactiv Corporation Thrift Plan. For purposes of these financial statements,
"Employers" refers to Tenneco Inc. and its subsidiaries that had adopted the
Thrift Plan prior to the Spin-Off and to Pactiv Corporation, Tenneco Automotive
Inc., PCA and their subsidiaries that continued to participate in the Thrift
Plan for a limited period subsequent to the Spin-Off.
General
The Thrift Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended (ERISA).
Eligibility and Contributions
Employees are eligible to participate in the Thrift Plan the first day of the
month following the completion of one year of service.
Eligible employees electing to participate in the Thrift Plan may make
contributions by payroll deduction of not less than 4 percent nor greater than 8
percent of their base salary, with such contributions limited to $10,000 for
1999. The Employers contribute on behalf of the participant an amount up to the
<PAGE> 6
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participant's contribution according to the following percentages of the
participant's base salary, based on the number of years of participation in the
Thrift Plan: 4 percent--through three years; 5 percent--over three through five
years; 6 percent--over five through seven years; and 8 percent--over seven
years. Subsequent to the Spin-Off, employees of Tenneco Automotive Inc. receive
a matching contribution of 100 percent up to 8 percent of the employee's
compensation.
Employers' contributions are invested in the applicable Employers' common stock,
except for PCA employees whose Employer contributions are invested at the
direction of the employee into the available investment options other than the
Employers' common stock. The Employers' matching contributions and the related
earnings made after January 1, 1993, must remain in the form of the applicable
Employers' common stock until the participant reaches age 55 or terminates
employment and requests a total distribution.
Investment Options
Each participant has the right upon enrollment to select the funds in which the
balance in the participant's account, excluding certain Employer contributions,
will be invested. During 1999, participants can invest in two common collective
trusts, four registered investment companies and a money market fund. Prior to
the Spin-Off, participants could also invest in Tenneco Inc. common stock.
Subsequent to the Spin-Off, employees transferring to Pactiv Corporation can
invest in Pactiv Corporation common stock and employees remaining with Tenneco
Automotive Inc. can invest in Tenneco Automotive Inc. common stock. Employees of
PCA subsequent to the formation of the joint venture may no longer invest new
monies in the Employers' common stock. Monies pending purchase in each of the
investment options is temporarily invested in the Banker's Trust Pyramid
Directed Account Cash Fund.
Shares of Newport News Shipbuilding Inc. common stock, received through a 1996
distribution to Tenneco Inc. shareholders, and El Paso Energy (formerly, El Paso
Natural Gas Company) common stock, received through a 1996 merger transaction
through an affiliate of Tenneco Inc., are held in separate funds; however,
participants cannot direct contributions or fund transfers to these funds.
Dividends earned by these funds are invested in Nations Cash Reserves.
Vesting
All participants are 100 percent vested in their entire account balance in the
Thrift Plan.
Withdrawals and Participant Loans
Upon retirement or other termination of employment, the participant may receive
the value of his account as a lump-sum distribution. A participant who has
attained age 55 may request an in-service withdrawal. If a participant has not
attained age 59-1/2, he may elect to withdraw all or part of his account
balance, reduced by the portion of his account balance attributable to employee
contributions. A participant who has not attained age 55 may request an
in-service withdrawal of his employee contributions made prior to April 1, 1984,
and any Employers' matching contributions credited to his account prior to
January 1, 1993. Plan equity as of December 31, 1999 and 1998, includes amounts
pending distribution to participants of $705,875 and $1,043,600, respectively
(see Note 5).
Active participants and certain other individuals who have not had a loan during
the previous three months may obtain a loan with a term not to exceed 54 months
from his account. The borrower may have only one loan outstanding at any time,
and the amount of the loan may not be less than $1,000 and shall not exceed the
lesser of (a) $50,000 or (b) one-half the borrower's account balance. The loan
interest rate is equal to the Wall Street Journal Prime Rate. Loan principal and
interest repayments are made through payroll deductions.
Administration
The Thrift Plan is currently administered by the Pactiv Corporation Benefits
Committee (the Committee), formerly known as the Tenneco Benefits Committee.
Bankers Trust Company serves as trustee of the Thrift Plan Trust (the Trust).
<PAGE> 7
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2. SUMMARY OF ACCOUNTING POLICIES:
Basis of Accounting
The financial statements of the Thrift Plan are presented on the accrual basis
of accounting. The investments of the Thrift Plan are generally reported at
quoted market value. Collective trust funds and pooled separate accounts are
valued by reference to published market data, as available, of the underlying
assets. Guaranteed investment contracts were carried at contract value which
approximated fair value. Participant loans receivable are reported at cost which
approximates fair value.
Earnings
Individual participants' accounts are credited daily with investment earnings
and losses. Investment earnings and losses are credited based upon the number of
units held in an individual participant's account and the fair value per unit
based upon the net asset value or share price of the underlying securities at
the close of business each day.
Expenses
Substantially all administrative expenses are paid by the Thrift Plan. These
expenses include record-keeping, audit and trustee fees.
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to use
estimates and assumptions that affect the accompanying financial statements and
disclosures. Actual results could differ from those estimates.
Adoption of Statement of Position 99-3
The Accounting Standards Executive Committee issued AICPA Statement of Position
(SOP) 99-3, "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters," which eliminates the requirement for
a defined contribution plan to disclose participant-directed investment
programs. During 1999, the Thrift Plan adopted SOP 99-3 and, as such, the 1998
financial statements have been reclassified to eliminate the
participant-directed fund investment program disclosures.
3. NONPARTICIPANT-DIRECTED INVESTMENTS:
Information about the net assets relating to the nonparticipant-directed
investments is as follows as of December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Pactiv Corporation common stock $22,774,732 $ --
Tenneco Automotive Inc. common stock
(formerly, Tenneco Inc. common stock) 4,208,384 60,217,935
Bankers Trust Pyramid Directed Account
Cash Fund 691,955 1,016,598
Employer's contribution receivable 1,948,448 888,716
Accrued interest 3,118 17,977
Option transfers receivable -- 43,605
----------- -----------
Net assets $29,626,637 $62,184,831
=========== ===========
</TABLE>
<PAGE> 8
-4-
The significant components of the change in net assets relating to the
nonparticipant-directed investments for the year ended December 31, 1999, are as
follows:
<TABLE>
<S> <C>
Investment income-
Interest and dividends $ 1,610,551
Net depreciation in fair value of investments (42,434,912)
------------
(40,824,361)
Employers contributions 15,332,985
Interfund transfers (227,276)
Withdrawals (6,217,858)
Transfer to other plans (Note 7) (621,684)
------------
Decrease in net assets $(32,558,194)
============
</TABLE>
4. RISKS AND UNCERTAINTIES:
The Thrift Plan provides for investment in corporate securities, collective
trust funds, registered investment companies and money market funds. Investment
securities, in general, are exposed to various risks, such as interest rate,
credit and overall market volatility risk. Due to the level of risk associated
with certain investment securities, it is reasonably possible that changes in
the values of investment securities will occur in the near term.
5. RECONCILIATION OF FINANCIAL
STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500 as of December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
Net assets available for plan benefits per the financial statements $ 444,854,619 $ 446,434,912
Less- Amounts allocated to withdrawing participants (705,874) (1,043,600)
------------- -------------
Net assets available for plan benefits per the Form 5500 $ 444,148,745 $ 445,391,312
============= =============
</TABLE>
The following is a reconciliation of withdrawals per the financial statements to
the Form 5500 for the year ended December 31, 1999:
<TABLE>
<S> <C>
Withdrawals per the financial statements $ 54,118,186
Add- Amounts allocated to withdrawing participants at December 31, 1999 705,874
Less- Amounts allocated to withdrawing participants at December 31, 1998 (1,043,600)
------------
Withdrawals per the Form 5500 $ 53,780,460
============
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not paid as of that date.
6. FEDERAL INCOME TAXES:
The Thrift Plan obtained its latest determination letter on August 19, 1996, in
which the Internal Revenue Service stated that the Thrift Plan, as then
designed, was in compliance with the applicable requirements of the Internal
Revenue Code of 1986, as amended (the IRC). The Thrift Plan has been amended
since receiving the determination letter. However, the Committee believes that
the Thrift Plan is currently designed and being operated in compliance with the
applicable requirements of the IRC. Therefore, the Committee believes that the
Thrift Plan was qualified and the related trust was tax-exempt as of the
financial statement date.
<PAGE> 9
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7. TRANSFERS TO OTHER PLANS:
Effective January 1999, Newport News Shipbuilding Inc. (Newport News) Tenneco
Business Services (TBS) participants were allowed to either transfer their
participant account balances from the Thrift Plan to an existing Newport News
plan or to keep their participant account balances in the Thrift Plan. On
January 20, 1999, the Newport News TBS employees transferred approximately
$2,700,000 to the Newport News plan.
In conjunction with the Caraustar Sale, the folding carton operations
participants were allowed to either transfer their participant account balances
from the Thrift Plan to an existing Caraustar Plan or to keep their participant
account balances in the Thrift Plan. On November 30, 1999, the folding carton
operations participants transferred approximately $3,100,000 to the Caraustar
plan.
8. TERMINATION OF THE THRIFT PLAN:
Although Pactiv Corporation intends to continue the Thrift Plan indefinitely,
they reserve the right to terminate the Thrift Plan or withdraw from
participation in the Thrift Plan. Any assets which are not allocated to the
accounts of participants upon the complete termination of the Thrift Plan, or
complete discontinuance of contributions, will be allocated among all of the
participants' accounts pro rata on the basis of their respective balances.
9. PARTY IN INTEREST:
The Thrift Plan invests in shares of the Bankers Trust Pyramid Directed Account
Cash Fund which is managed by Bankers Trust. Bankers Trust is the trustee and,
therefore, these transactions qualify as party-in-interest transactions.
10. SUBSEQUENT EVENTS:
In February 2000, PCA employees began participating in a newly established PCA
plan and their associated Thrift Plan account balances totaling $10,900,000 were
transferred to the PCA plan. In addition, in February 2000, Tenneco Automotive
Inc. employees began participating in a newly established Tenneco Automotive
Inc. plan and their associated Thrift Plan account balances totaling $16,900,000
were transferred to the Tenneco Automotive Inc. plan.
<PAGE> 10
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SCHEDULE I
PACTIV CORPORATION THRIFT PLAN
SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Shares or
Identity of Issue Description of Asset Face Value
---------------------------------------------- --------------------------------------------------------- -----------
<S> <C> <C>
Pactiv Corporation* Pactiv Corporation common stock 3,997,243
Tenneco Automotive Inc. Tenneco Automotive Inc. common stock 832,841
El Paso Energy Company El Paso Energy common stock 209,666
Newport News Shipbuilding Inc. Newport News Shipbuilding Inc. common stock 211,712
BZW Barclays Global Investors BZW Barclays Equity Index Fund 1,669,644
BZW Barclays Global Investors BZW Barclays U.S. Debt Market Index Fund 499,210
Fidelity Investment Institutional Services Co. Fidelity Growth Company Fund 1,414,215
INVESCO Funds Group, Inc. INVESCO Value Trust Total Return Fund 489,589
Putnam Management Company Putnam New Opportunities Fund 618,435
Franklin Templeton Templeton Foreign Fund 954,721
NationsBank of Texas, N.A. Nations Cash Reserves 91,948,554
Bankers Trust Company* Bankers Trust Pyramid Directed Account Cash Fund 2,609,515
Pactiv Corporation Thrift Plan* Participant loans receivable (interest rates ranging from
7.75% to 8.5%) 8,412,203
Total assets held for investment purposes
</TABLE>
<TABLE>
<CAPTION>
Identity of Issue Description of Asset Cost
---------------------------------------------- --------------------------------------------------------- -------------
<S> <C> <C>
Pactiv Corporation* Pactiv Corporation common stock $ 88,706,262
Tenneco Automotive Inc. Tenneco Automotive Inc. common stock 55,842,495
El Paso Energy Company El Paso Energy common stock (a)
Newport News Shipbuilding Inc. Newport News Shipbuilding Inc. common stock (a)
BZW Barclays Global Investors BZW Barclays Equity Index Fund (a)
BZW Barclays Global Investors BZW Barclays U.S. Debt Market Index Fund (a)
Fidelity Investment Institutional Services Co. Fidelity Growth Company Fund (a)
INVESCO Funds Group, Inc. INVESCO Value Trust Total Return Fund (a)
Putnam Management Company Putnam New Opportunities Fund (a)
Franklin Templeton Templeton Foreign Fund (a)
NationsBank of Texas, N.A. Nations Cash Reserves 91,948,554
Bankers Trust Company* Bankers Trust Pyramid Directed Account Cash Fund (a)
Pactiv Corporation Thrift Plan* Participant loans receivable (interest rates ranging from
7.75% to 8.5%)
Total assets held for investment purposes
</TABLE>
<TABLE>
<CAPTION>
Current
Identity of Issue Description of Asset Value
---------------------------------------------- --------------------------------------------------------- -------------
<S> <C> <C>
Pactiv Corporation* Pactiv Corporation common stock $ 42,470,703
Tenneco Automotive Inc. Tenneco Automotive Inc. common stock 7,755,831
El Paso Energy Company El Paso Energy common stock 8,137,662
Newport News Shipbuilding Inc. Newport News Shipbuilding Inc. common stock 5,822,081
BZW Barclays Global Investors BZW Barclays Equity Index Fund 67,891,099
BZW Barclays Global Investors BZW Barclays U.S. Debt Market Index Fund 6,968,963
Fidelity Investment Institutional Services Co. Fidelity Growth Company Fund 119,218,324
INVESCO Funds Group, Inc. INVESCO Value Trust Total Return Fund 14,178,495
Putnam Management Company Putnam New Opportunities Fund 56,252,806
Franklin Templeton Templeton Foreign Fund 10,711,975
NationsBank of Texas, N.A. Nations Cash Reserves 91,948,554
Bankers Trust Company* Bankers Trust Pyramid Directed Account Cash Fund 2,609,515
Pactiv Corporation Thrift Plan* Participant loans receivable (interest rates ranging from
7.75% to 8.5%) 8,412,203
-------------
Total assets held for investment purposes $ 442,378,211
=============
</TABLE>
*Indicated party in interest.
(a) Cost omitted for participant-directed investments.
<PAGE> 11
SCHEDULE II
PACTIV CORPORATION THRIFT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS - SERIES OF TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
In-Kind
Purchase Exchanges
Identity of Party Involved Description Price(a)(c) In(c)
------------------------------------------------- --------------------------------------------- ------------- -------------
<S> <C> <C> <C>
Tenneco Automotive Inc., (formerly, Tenneco Inc.) Tenneco Automotive Inc. common stock
(formerly, Tenneco Inc. common stock) $ 8,955,015 $ 14,158,526
Bankers Trust Company Bankers Trust Pyramid Directed Account
Cash Fund 95,158,185 --
</TABLE>
<TABLE>
<CAPTION>
Cost of
Selling of Assets
Identity of Party Involved Description Price(b)(c) Sold
------------------------------------------------- ------------------------------------------- ------------- -------------
<S> <C> <C> <C>
Tenneco Automotive Inc., (formerly, Tenneco Inc.) Tenneco Automotive Inc. common stock
(formerly, Tenneco Inc. common stock) $ 7,884,276 $ 12,555,376
Bankers Trust Company Bankers Trust Pyramid Directed Account
Cash Fund 97,021,937 97,021,937
</TABLE>
<TABLE>
<CAPTION>
Costs of
In-Kind Assets
Exchanges Exchanged
Identity of Party Involved Description Out(c) Out
------------------------------------------------- ------------------------------------------- ------------ -------------
<S> <C> <C> <C>
Tenneco Automotive Inc., (formerly, Tenneco Inc.) Tenneco Automotive Inc. common stock
(formerly, Tenneco Inc. common stock) $ 3,657,180 $ 5,245,685
Bankers Trust Company Bankers Trust Pyramid Directed Account
Cash Fund -- --
</TABLE>
<TABLE>
<CAPTION>
Net
Identity of Party Involved Description Gain (Loss)
------------------------------------------------- ------------------------------------------- ------------
<S> <C> <C>
Tenneco Automotive Inc., (formerly, Tenneco Inc.) Tenneco Automotive Inc. common stock
(formerly, Tenneco Inc. common stock) $ (6,259,605)
Bankers Trust Company Bankers Trust Pyramid Directed Account
Cash Fund --
</TABLE>
(a) Purchase price equals cost of asset and includes expenses incurred in
connection with transactions (i.e., commissions, transfer fees, etc.).
(b) Selling price is net of expenses incurred in connection with transactions.
(c) Current value of asset on transaction date is equal to the purchase/selling
price and in-kind exchanges in/out.
NOTE: This schedule is a listing of series of transactions (for
nonparticipant-directed investments) in the same security which exceed 5 percent
of the market value of the Thrift Plan assets held on January 1, 1999.
<PAGE> 12
SIGNATURES
The Plan. Pursuant to the requirements of the Securities and Exchange Act of
1934, the Pactiv Corporation Benefits Committee have duly caused this annual
report to be signed on its behalf by the undersigned hereunder duly authorized.
PACTIV CORPORATION THRIFT PLAN
Date: June 26, 2000 /s/ RICHARD L. WAMBOLD
---------------------------------------
Richard L. Wambold
President, Chief Executive Officer
and Chairman of the Board
<PAGE> 13
INDEX TO EXHIBIT
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
23 Consent of Independent Public Accountants
</TABLE>
