SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-K

(Mark One)
[X]  Annual  report  pursuant  to  Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the fiscal year ended
    DECEMBER 28, 2002
                                    or
[  ] Transition report pursuant to Section  13  or  15(d) of the Securities
     Exchange Act of 1934  for the transition period from
                  to

                      Commission File Number 33-75706
                          BPC HOLDING CORPORATION
          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
            Delaware                    35-1813706
<S>                               <C>
  (State or other jurisdiction         (IRS employer
of incorporation or organization) identification number)
</TABLE>

                        BERRY PLASTICS CORPORATION
          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
                Delaware                       35-1814673
<S>                                      <C>
      (State or other jurisdiction            (IRS employer
    of incorporation or organization)    identification number)
            101 Oakley Street                     47710
           Evansville, Indiana
(Address of principal executive offices)       (Zip code)
</TABLE>


Registrants' telephone number, including area code:  (812) 424-2904

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

  Indicate  by  check  mark whether the registrants:  (1)  have  filed  all
reports required to be filed  by  Section  13  or  15(d)  of the Securities
Exchange Act of 1934 during the preceding 12 months (or such shorter period
that the registrant was required to file such reports), and  (2)  have been
subject  to such filing requirements for the past 90 days.  Yes [X]  No [ ]

  Indicate  by  check  mark  if disclosure of delinquent filers pursuant to
Item  405 of Regulation S-K is  not  contained  herein,  and  will  not  be
contained,  to  the  best of registrant's knowledge, in definitive proxy or
information statements  incorporated  by reference in Part III of this Form
10-K or any amendment to this Form 10-K:  Not applicable.

  Indicate by check mark whether the registrants are accelerated filers (as
defined by Rule 12b-2 of Securities Exchange Act of 1934).
Yes [   ]  No [X]

  None of the voting stock of either registrant  is held by a non-affiliate
of such registrant.  There is no public trading market  for  any  class  of
voting stock of BPC Holding Corporation or Berry Plastics Corporation.

  As  of  March  14,  2003,  there were outstanding 2,767,879 shares of the
Common Stock, $.01 par value,  of BPC Holding Corporation.  As of March 14,
2003, there were outstanding 100  shares  of  the  Common  Stock,  $.01 par
value, of Berry Plastics Corporation.

                    DOCUMENTS INCORPORATED BY REFERENCE
                                   None




                                    -1-



<PAGE>


         CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

  This  Form 10-K includes "forward-looking statements," within the meaning
of Section  27A  of  the  Securities  Act and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"), with respect to our
financial   condition,   results  of  operations  and  business   and   our
expectations or beliefs concerning future events.  Such statements include,
in particular, statements  about  our plans, strategies and prospects under
the headings "Management's Discussion  and  Analysis of Financial Condition
and  Results  of  Operations"  and "Business."  You  can  identify  certain
forward-looking statements by our  use  of forward-looking terminology such
as, but not limited to, "believes," "expects,"  "anticipates," "estimates,"
"intends,"  "plans,"  "targets,"  "likely," "will,"  "would,"  "could"  and
similar expressions that identify forward-looking statements.  All forward-
looking  statements  involve  risks  and  uncertainties.   Many  risks  and
uncertainties are inherent in our industry  and  markets.  Others  are more
specific to our operations.  The occurrence of the events described and the
achievement  of the expected results depend on many events, some or all  of
which are not  predictable or within our control. Actual results may differ
materially from the forward-looking statements contained in this Form 10-K.
Factors that could  cause  actual  results  to differ materially from those
expressed or implied by the forward-looking statements include:

1             changes in prices and availability  of  resin  and  other raw
      materials and our ability to pass on changes in raw material prices;
2             catastrophic loss of our key manufacturing facility;
3             risks related to our acquisition strategy and integration  of
      acquired businesses;
4             risks  associated  with our substantial indebtedness and debt
      service;
5             performance of our business and future operating results;
6             risks of competition in our existing and future markets;
7             general business and  economic  conditions,  particularly  an
      economic downturn;
8             increases   in   the   cost   of  compliance  with  laws  and
      regulations, including environmental laws and regulations; and
9             the factors discussed in the section of this Form 10-K titled
      "Management's  Discussion  and Analysis of  Financial  Condition  and
      Results of Operations - Certain Factors Affecting Future Results."

  Readers should carefully review  the  factors  discussed  in  the section
titled  "Management's  Discussion  and Analysis of Financial Condition  and
Results of Operations - Certain Factors  Affecting  Future Results" in this
Form  10-K  and  other risk factors identified from time  to  time  in  our
periodic filings with the Securities and Exchange Commission and should not
place undue reliance  on  our  forward-looking statements.  We undertake no
obligation to update any forward-looking  statements  to reflect changes in
underlying assumptions or factors, new information, future  events or other
changes.

                           AVAILABLE INFORMATION

  We  make  available,  free  of  charge, our annual reports on Form  10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments,
if  any,  to  those  reports  through  our  Internet  website  as  soon  as
practicable after they have been electronically  filed with or furnished to
the SEC.  Our internet address is www.berryplastics.com.   The  information
contained on our website is not being incorporated herein.





                                    -2-



<PAGE>


                          BPC HOLDING CORPORATION
                        BERRY PLASTICS CORPORATION

           FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002
                             TABLE OF CONTENTS

                                                                       PAGE
                                  PART I

Item 1.   Business...................................................     4
Item 2.   Properties.................................................    12
Item 3.   Legal Proceedings..........................................    12
Item 4.   Submission of Matters to a Vote of Security Holders........    12

                                  PART II

Item 5.   Market for Registrants'Common Equity and Related Stockholder
          Matters....................................................    13
Item 6.   Selected Financial Data....................................    14
Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations..................................    15
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.    25
Item 8.   Financial Statements and Supplementary Data................    26
Item 9.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure...................................    26

                                 PART III

Item 10.  Directors and Executive Officers of the Registrants........    27
Item 11.  Executive Compensation.....................................    30
Item 12.  Security Ownership of Certain Beneficial Owners and
          Management.................................................    32
Item 13.  Certain Relationships and Related Transactions.............    34
Item 14.  Controls and Procedures....................................    37

                                  PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on
          Form 8-K...................................................    38



                                    -3-



<PAGE>


                                  PART I

ITEM 1.  BUSINESS

  Unless  the  context requires otherwise, references in this Form 10-K  to
"BPC Holding" or  "Holding" refer to BPC Holding Corporation, references to
"we," "our" or "us"  refer  to  BPC  Holding  Corporation together with its
consolidated  subsidiaries,  and  references  to "Berry  Plastics"  or  the
"Company" refer to Berry Plastics Corporation, a wholly owned subsidiary of
BPC Holding Corporation.

GENERAL

  We  are  one  of the world's leading manufacturers  and  suppliers  of  a
diverse mix of injection-molded plastics packaging products focusing on the
open-top container,  closure,  aerosol  overcap,  drink  cup and housewares
markets.  We  sell  a  broad  product  line  to over 12,000 customers.   We
concentrate on manufacturing higher quality, value-added  products  sold to
image-conscious  marketers  of  institutional  and  consumer  products.  We
believe   that   our   large   operating   scale,   low-cost  manufacturing
capabilities, purchasing leverage, proprietary thermoforming technology and
extensive collection of over 1,000 active proprietary molds provide us with
a competitive advantage in the marketplace. We have been  able  to leverage
our  broad  product  offering,  value-added manufacturing capabilities  and
long-standing customer relationships into leading positions across a number
of products.  The average length  of  our  relationship  with  our  top  10
customers in fiscal 2002 was over 15 years, and these customers represented
approximately  19% of our fiscal 2002 net sales with no customer accounting
for more than 4% of our fiscal 2002 net sales.  We believe that over 58% of
our 2002 revenues  were  generated  from  the  sale of products that held a
number one position relative to competing injection-molded  products.   Our
products  are  primarily  sold  to  customers  in  industries  that exhibit
relatively stable demand characteristics and are considered less  sensitive
to  overall  economic conditions, such as pharmaceuticals, food, dairy  and
health and beauty.   Additionally,  we operate 12 high-volume manufacturing
facilities and have extensive distribution capabilities.

  We  organize  our  product  categories  into  three  business  divisions:
containers, closures, and consumer  products.  The following table displays
our net sales by division for each of the past five fiscal years.

<TABLE>
<CAPTION>
($ in millions)       1998     1999     2000     2001     2002
                     ------   ------   ------   ------   ------
<S>                   <C>      <C>      <C>      <C>      <C>
Containers           $154.0   $188.7   $231.2   $234.5   $250.4
Closures               56.4     81.0    112.2    132.4    133.9
Consumer products      61.4     59.1     64.7     94.8    110.0
                     ------   ------   ------   ------   ------
Total net sales      $271.8   $328.8   $408.1   $461.7   $494.3
                     ======   ======   ======   ======   ======
</TABLE>

  Additional  financial information about our business segments is provided
in Note 14 of the  "Notes  to Consolidated Financial Statements," which are
included elsewhere in this Form 10-K.

HISTORY

  Imperial Plastics was established  in 1967 in Evansville, Indiana.  Berry
Plastics, Inc. ("Old Berry") was formed  in  1983 to purchase substantially
all  of  the  assets  of Imperial Plastics.  In 1988,  Old  Berry  acquired
Gilbert Plastics of New  Brunswick,  New  Jersey, a leading manufacturer of
aerosol overcaps, and subsequently relocated  Gilbert  Plastics' production
to  Old  Berry's  Evansville, Indiana facility.  In 1990, the  Company  and
Holding, the holder  of  100%  of  the  outstanding  capital  stock  of the
Company, were formed to purchase the assets of Old Berry.


                                    -3-


<PAGE>


  From 1992 until 2002, we continued to grow by acquiring companies that we
believed  would  improve our financial performance in the long-term, expand
our product lines, or in some cases, provide us with a new or complementary
product line.  In  1992,  we  acquired the assets of the Mammoth Containers
division of Genpak Corporation  and  in 1995, we acquired substantially all
of the assets of Sterling Products, Inc.,  a  producer  of injection-molded
plastic  drink  cups  and  lids,  and  Tri-Plas,  Inc.,  a manufacturer  of
injection-molded  containers  and lids.  In 1997, we acquired  (1)  certain
assets  of Container Industries,  Inc.,  a  manufacturer  and  marketer  of
injection-molded  industrial  and  pry-off containers for building products
and other industrial markets, (2) PackerWare  Corporation ("PackerWare"), a
manufacturer and marketer of plastic containers,  drink  cups,  housewares,
and  lawn  and  garden  products,  (3)  substantially all of the assets  of
Virginia Design Packaging Corp., a manufacturer  and marketer of injection-
molded  containers  used  primarily  for food packaging,  and  (4)  Venture
Packaging,  Inc. ("Venture Packaging"),  a  manufacturer  and  marketer  of
injection-molded  containers  used  in  the  food,  dairy and various other
markets.   In  1998,  we  acquired  all  of  the capital stock  of  Norwich
Injection Moulders Limited (now known as Berry  Plastics  UK  Limited)  and
substantially  all  of  the  assets  of the Knight Engineering and Plastics
Division of Courtaulds Packaging Inc.,  a manufacturer of aerosol overcaps.
In 1999, we acquired all of the outstanding  capital  stock  of CPI Holding
Corporation ("CPI Holding"), the parent company of Cardinal Packaging, Inc.
("Cardinal"), a manufacturer and marketer of open-top containers.  In 2000,
we  acquired  all  of  the  outstanding  capital  stock  of  (1)  Poly-Seal
Corporation ("Poly-Seal"), a manufacturer and marketer of closures  and (2)
Capsol  S.p.a. ("Capsol") and the whole quota capital of a related company,
Ociesse S.r.l.   Capsol  is a manufacturer and marketer of aerosol overcaps
and closures.  In 2001, we acquired all of the outstanding capital stock of
Pescor Plastics, Inc. ("Pescor"),  a  manufacturer  and  marketer  of drink
cups,  and  in  2002,  we  acquired  the Alcoa Flexible Packaging injection
molding assets from Mt. Vernon Plastics Corporation ("Mount Vernon").

RECENT DEVELOPMENTS

THE MERGER

  On  July 22, 2002, GS Berry Acquisition  Corp.,  (the  "Buyer")  a  newly
formed  entity  controlled  by various private equity funds affiliated with
Goldman, Sachs & Co., merged  (the   "Merger")  with  and into BPC Holding,
pursuant to an agreement and plan of merger, dated as of  May 25, 2002.  At
the  effective time of the Merger, (1) each share of common  stock  of  BPC
Holding  issued  and outstanding immediately prior to the effective time of
the Merger was converted  into  the  right  to receive cash pursuant to the
terms of the merger agreement, and (2) each share  of  common  stock of the
Buyer issued and outstanding immediately prior to the effective time of the
Merger  was  converted  into  one  share  of  common  stock of BPC Holding.
Additionally,  in  connection  with  the  Merger,  we retired  all  of  BPC
Holding's  senior  secured  notes  and Berry Plastics' senior  subordinated
notes, repaid all amounts owed under our credit facilities, redeemed all of
the outstanding preferred stock of BPC  Holding,  entered into a new credit
facility  and  completed  an offering of new senior subordinated  notes  of
Berry Plastics. As a result  of the Merger, private equity funds affiliated
with Goldman Sachs own approximately 63% of the outstanding common stock of
BPC Holding, private equity funds  affiliated  with J.P. Morgan Chase & Co.
own approximately 29% and members of our management own the remaining 8%.

  The total amount of funds required to consummate  the  Merger  and to pay
the  related  fees and expenses was approximately $870.4 million, including
retirement all  of  BPC  Holding's senior secured notes and Berry Plastics'
senior subordinated notes,  repayment  of all amounts owed under our credit
facilities, redemption of all of the outstanding preferred and common stock
of BPC Holding, and other fees and expenses  related  to  the  Merger.   In
connection  with  the Merger, Berry Plastics received a $330 million senior
secured term loan from  a  syndicate of lenders led by Goldman Sachs Credit
Partners L.P., as administrative agent, approximately $250 million from the
issuance by Berry Plastics of  10 3/4% senior subordinated notes to various
institutional  buyers,  and  approximately   $268.8   million   in   equity
contributions  from  affiliates  of  Goldman  Sachs  and  certain  existing
stockholders  and  continuing  investments  from members of our management.
The  $330 million senior secured term loan was  part  of  a  larger  senior
secured  credit  facility  that we entered into with a syndicate of lenders
led by Goldman Sachs Credit  Partners  L.P.,  as administrative agent.  The
credit  facility  also  included  a $50.0 million delayed  draw  term  loan
facility and a $100.0 million revolving credit facility.




                                    -5-



<PAGE>


PRODUCT OVERVIEW

  We organize our product lines into three categories: containers, closures
and consumer products.

CONTAINERS

  We classify our containers into six  product  lines:  thinwall,  pry-off,
dairy,  polypropylene,  industrial and specialty.  We believe that we  have
leading  positions  in  key  injection-molded  plastic  container  segments
including thinwall (household  products  and  food)  and  pry-off (building
materials),  as well as strong positions in frozen dessert (ice  cream  and
yogurt)  and  clear   polypropylene   (high   value   food   and   consumer
applications). The following table describes our container product lines.

<TABLE>
<CAPTION>
PRODUCT LINE       DESCRIPTION               SIZES                  MAJOR END MARKETS
------------  ----------------------      ----------       --------------------------------------
<S>           <C>                          <C>                      <C>
Thinwall      Thinwalled,                 8 oz. to 2        Food, promotional products, toys and
              multi-purpose                 gallons             a wide variety of other uses
              containers
              with or
              without
              handles and
              lids

Pry-off       Containers                  4 oz. to 2            Building products, adhesives,
              having a                      gallons          chemicals, and other industrial uses
              tight lid-fit
              and requiring
              an opening
              device

Dairy         Thinwall                    4 oz. to 5           Cultured dairy products including
              containers in                   lbs.,            yogurt, cottage cheese, sour cream
              traditional                 Multi-pack             and dips, and frozen desserts
              dairy market
              sizes and
              styles

Polypropylene Usually clear               6 oz. to 5             Food, deli, sauces and salads
              containers in                   lbs.
              round, oblong
              or
              rectangular
              shapes

Industrial    Thick-walled,               2.5 to 5             Building products, chemicals, paints
              larger pails                 gallons                  and other industrial uses
              designed to
              accommodate
              heavy loads

Specialty     Customer                   Various                 Premium consumer items, such as
              specific                                                tobacco and drink mixes
</TABLE>

  The  largest  end-uses  for  our  containers  are food products, building
products, chemicals and dairy products. We have a diverse customer base for
our container lines, and no single container customer  exceeded  3%  of our
total net sales in fiscal 2002.

  We  believe  that  we  offer  the  broadest product line among U.S.-based
injection-molded plastic container manufacturers.  Our container capacities
range  from 4 ounces to 5 gallons and are offered in  various  styles  with
accompanying  lids, bails and handles, some of which we produce, as well as
a wide array of  decorating  options.   In  addition  to a complete product
line, we have sophisticated printing capabilities, an in-house graphic arts
department, low-cost manufacturing capability with 10 plants  strategically
located  throughout  the  United  States  and  a dedication to high-quality
products and customer service.  Our product engineers  work  with customers
to  design and commercialize new containers.  In addition, as part  of  our
dedication  to  customer  service,  on occasion, we provide filling machine
equipment to some of our customers, primarily  in  the dairy market, and we
also provide the services necessary to operate such  equipment.  We believe
providing  such  equipment  and  services increases customer  retention  by
increasing the customer's production  efficiency.  The cost of, and revenue
from, such equipment is not material.  We seek to develop  niche  container
products  and  new applications by taking advantage of our state-of-the-art
decorating and graphic  arts  capabilities  and  dedication  to service and
quality.   We  believe  that these capabilities have given us a significant
competitive advantage in  certain  high-margin niche container applications
for specialized products.  Examples  include  popcorn  containers  for  new
movie  promotions  and  professional and college sporting and entertainment
events, where the ability to produce sophisticated and colorful graphics is
crucial to the product's  success.   In  order to identify new applications
for existing products, we rely extensively  on  our  national  sales force.
Once  these  opportunities are identified, our sales force interfaces  with
our product design engineers to satisfy customers' needs.

  In non-industrial  containers, our strongest competitors include Airlite,
Sweetheart, Landis, and  Polytainers.  We also produce commodity industrial
pails for a market that is  dominated  by  large volume competitors such as
Letica, Plastican, NAMPAC and Ropak.  We do not participate heavily in this
large market.


                                    -6-

<PAGE>

CLOSURES

  Our closures division focuses on aerosol overcaps and closures.

AEROSOL OVERCAPS

  We  believe  we  are the worldwide leading producer  of  injection-molded
aerosol overcaps.  Our  aerosol  overcaps  are  used  in  a wide variety of
consumer  goods  including  spray  paints,  household  and  personal   care
products, insecticides and numerous other commercial and consumer products.
Most  U.S.  manufacturers  of  aerosol  products,  and  companies that fill
aerosol products on a contractual basis, are our customers for some portion
of their needs.

  Approximately  19%  of  the  U.S.  injection-molded  market  consists  of
manufacturers  who  produce  overcaps  in-house  for  their own needs.   We
believe  that  a  portion  of  these in-house producers will  increase  the
outsourcing of their production to high-technology, low-cost manufacturers,
such as us, as a means of reducing  manufacturing  assets  and  focusing on
their core marketing objectives.

  We  believe  that,  over the years, we have developed several significant
competitive advantages, including (1) a reputation for outstanding quality,
(2) short lead-time requirements to fill customer orders, (3) long-standing
relationships with major customers, (4) the ability to accurately reproduce
over  3,500  colors, (5)  proprietary  packing  technology  that  minimizes
freight cost and  warehouse  space,  (6)  high-speed,  low-cost molding and
decorating  capability  and (7) a broad product line of proprietary  molds.
We continue to develop new  products  in  the  overcap  market, including a
"spray-thru" line of aerosol overcaps that has a built-in release button.

  In fiscal 2002, no single aerosol overcap customer accounted  for over 2%
of  our  total net sales.  Competitors include Dubuque Plastics, Cobra  and
Plasticum.   In  addition,  a number of companies, including several of our
customers, currently produce aerosol overcaps for their own use.

CLOSURES

  We believe our combined product  line  offerings  to  the closures market
establish us as a leading provider of closures.  Our product line offerings
include continuous thread, dispensing, tamper evident and  child  resistant
closures.  In addition, we are a leading provider of (1) fitments and plugs
for medical applications, (2) cups and spouts for liquid laundry detergent,
(3) dropper bulb assemblies for medical and personal care applications, and
(4) jiggers for mouthwash products.

  Our  closures  are  used  in  a  wide  variety of consumer goods markets,
including  health  and  beauty aids, pharmaceutical,  household  chemicals,
commercial chemicals, and  food  and  dairy.   We  are  a major provider of
closures to many of the leading companies in these markets.

  We  believe  the  capabilities  and  expertise we have established  as  a
closure provider create significant competitive  advantages,  including the
latest in single and bi-injection technology, molding of thermoplastic  and
thermoset  resins,  compression molding of thermoplastic resins, and lining
and  assembly applications  applying  the  latest  in  computerized  vision
inspection   technology.    In   addition,  we  have  an  in-house  package
development and design group focused on developing new closures to meet our
customers' proprietary needs.  We  have a strong reputation for quality and
have received numerous "Supplier Quality Achievement Awards" from customers
in different markets.

  In fiscal 2002, no single closure customer accounted for over 2% of our
total net sales.  Competitors include Owens-Illinois, Kerr/Suncoast,
Phoenix Closures, Portola, Rexam Closures, and Seaquist Closures.

CONSUMER PRODUCTS

  Our consumer products division focuses on drink cups and housewares.


                                    -7-


<PAGE>

DRINK CUPS

  We believe that we are the largest  provider  of injection-molded plastic
drink cups in the U.S. As beverage producers, convenience  stores  and fast
food  restaurants increase their marketing efforts for larger sized drinks,
we believe  that  the  plastic  drink  cup  market should expand because of
plastic's  desirability  over  paper  for larger  drink  cups.  We  produce
injection-molded plastic cups that range  in  size  from  12  to 64 ounces.
Primary  markets  are  fast food and family dining restaurants, convenience
stores, stadiums and retail  stores.  Many of our cups are decorated, often
as promotional items, and we are known  in the industry for our innovative,
state-of-the-art graphics capability.

  We  launched  our  thermoformed  drink  cup  line  in  fiscal  2001.  Our
thermoformed product line offers sizes ranging  from  22  to 44 ounces. Our
thermoform process is unique in the industry in that it uses  polypropylene
instead  of  more expensive polystyrene in producing deep draw drink  cups.
This  offers  a   material   competitive   advantage   versus   competitive
thermoformed drink cups.

  In fiscal 2002, no single drink cup customer accounted for more  than  3%
of  our  total net sales. Drink cup competitors include Huhtamaki (formerly
Packaging  Resources  Incorporated),  Sweetheart, Letica, and WNA (formerly
Cups Illustrated).

HOUSEWARES

  Our  participation  in  the housewares market  is  focused  on  producing
seasonal (spring and summer) semi-disposable plastic housewares and plastic
garden products.  Examples of our products include plates, bowls, pitchers,
tumblers and outdoor flowerpots.   We sell virtually all of our products in
this  market through major national retail  marketers  and  national  chain
stores, such as Wal-Mart.  PackerWare is our recognized brand name in these
markets  and  PackerWare  branded  products  are  often  co-branded  by our
customers.   Our position in this market has been to provide high value  to
consumers at a  relatively  modest  price,  consistent  with  the key price
points of the retail marketers.  We believe outstanding service and ability
to  deliver  products  with timely combination of color and design  further
enhance our position in  this  market.  This focus allowed PackerWare to be
named Wal-Mart's category manager for its seasonal housewares department.

  In fiscal 2002, no single housewares  customer accounted for more than 4%
of our total net sales.  Housewares competitors  include  imported products
from China, Arrow Plastics and United Plastics.

MARKETING AND SALES

  We  reach  our  large  and  diversified  base  of  over  12,000 customers
primarily  through  our  direct  field  sales  force  of  over 50 dedicated
professionals.   Our  field sales, production and support staff  meet  with
customers to understand  their  needs and improve our product offerings and
services.   While  these  field  sales   representatives   are  focused  on
individual  product  lines,  they  are also encouraged to sell all  of  our
products to serve the needs of our customers.   We  believe  that  a direct
field  sales force is able to better focus on target markets and customers,
with the  added  benefit  of  permitting  us  to  control pricing decisions
centrally.   We also utilize the services of manufacturing  representatives
to assist our direct sales force.

  We believe that we produce a high level of customer satisfaction.  Highly
skilled  customer   service   representatives   are  strategically  located
throughout our facilities to support the national  field  sales  force.  In
addition,    telemarketing    representatives,   marketing   managers   and
sales/marketing  executives  oversee   the  marketing  and  sales  efforts.
Manufacturing  and engineering personnel  work  closely  with  field  sales
personnel to satisfy  customers'  needs  through  the  production  of high-
quality, value-added products and on-time deliveries.

  Our  sales  force  is supported by technical specialists and our in-house
graphics  and  design personnel.   Our  Graphic  Arts  department  includes
computer-assisted  graphic  design  capabilities and in-house production of
photopolymer printing plates. We also have a centralized Color Matching and
Materials    Blending    department    that   utilizes    a    computerized
spectrophotometer to insure that colors match those requested by customers.


                                    -8-


<PAGE>


MANUFACTURING

  We primarily manufacture our products using the plastic injection-molding
process.  The process begins when plastic  resin,  in  the  form  of  small
pellets,  is  fed into an injection-molding machine.  The injection-molding
machine then melts  the  plastic  resin  and injects it into a multi-cavity
steel  mold,  forcing the plastic resin to take  the  final  shape  of  the
product.  At the end of each molding cycle (generally 5 to 25 seconds), the
plastic parts are  ejected  from  the  mold into automated handling systems
from which they are packed in corrugated  containers for further processing
or  shipment.  After molding, the product may  be  either  decorated  (e.g.
printing,  silkscreening, labeling) or assembled (e.g., bail handles fitted
to containers).   We believe that our molding and post-molding capabilities
are among the best in the industry.

  In  2001,  after  several   years   of  development,  we  introduced  our
proprietary thermoforming molding process  that  enables us to mass-produce
large  drink  cups  (22-ounce  to  44-ounce)  less  expensively   than  our
competitors.  The thermoforming machine used in our process was built  by a
third-party  manufacturer  to  standard  specifications.   We  modified the
machine  on-site in order to produce high-cavitation, deep draw cups  using
our process.   These  modifications  were  made without the help of outside
consultants.

  Our overall manufacturing philosophy is to  be  a  low-cost  producer  by
using  (1) high-speed molding machines, (2) modern multi-cavity hot runner,
cold runner  and  insulated  runner  molds, (3) extensive material handling
automation and (4) sophisticated printing technology.  We utilize state-of-
the-art robotic packaging processes for large volume products, which enable
us to reduce breakage while lowering warehousing  and shipping costs.  Each
plant has complete maintenance capability to support molding and decorating
operations.  We have historically made, and intend  to  continue  to  make,
significant  capital  investments  in  plant  and  equipment because of our
objectives  to  improve productivity, maintain competitive  advantages  and
foster continued  growth.   Over  the  past  five  fiscal years our capital
expenditures in plant and equipment, exclusive of acquisitions,  were  $146
million.

PRODUCT DEVELOPMENT AND DESIGN

  We  believe  our technology base and research and development support are
among the best in  the  rigid  plastics  packaging industry.  Our full-time
product   engineers   use  three-dimensional  computer-aided-design   (CAD)
technology to design and modify new products and prepare mold drawings.  We
can simulate the molding environment by running unit-cavity prototype molds
in small injection-molding  machines  for  research  and development of new
products.  Production molds are then designed and outsourced for production
by   various  companies  with  which  we  have  extensive  experience   and
established relationships.  Our engineers oversee the mold-building process
from start  to  finish.  Many of our customers work in partnership with our
technical representatives  to  develop  new, more competitive products.  We
have  enhanced  our relationships with these  customers  by  providing  the
technical service  needed  to  develop  products combined with our internal
graphic arts support.

  We spent $2.9 million, $1.9 million and  $2.6  million  on  research  and
development in 2002, 2001, and 2000, respectively.

  We  also  utilize our in-house graphic design department to develop color
and styles for  new  products.  Our design professionals work directly with
our customers to develop new styles  and use computer-generated graphics to
enable our customers to visualize the finished product.

QUALITY ASSURANCE

  Each plant extensively utilizes Total  Quality  Management  philosophies,
including the use of statistical process control and extensive  involvement
of employees to increase productivity.  This teamwork approach to  problem-
solving increases employee participation and provides necessary training at
all  levels.   All  of  our  facilities  have  been  ISO  certified,  which
demonstrates  compliance  by  a company with a set of shipping, trading and
technology  standards  promulgated  by  the  International  Standardization
Organization ("ISO").  Extensive testing of parts for size, color, strength
and material quality using statistical process control (SPC) techniques and
sophisticated technology  is  also an ongoing part of our quality assurance
activities.




                                    -9-



<PAGE>


SYSTEMS

  We utilize a fully integrated  computer  software  system  at each of our
plants  that  produces  complete  financial and operational reports.   This
accounting and control system is easily  expandable  to  add  new  features
and/or  locations as we grow. In addition, we have in place a sophisticated
quality assurance  system,  a bar code based material management system and
an integrated manufacturing system.

SOURCES AND AVAILABILITY OF RAW MATERIALS

  The most important raw material  purchased  by  us  is plastic resin.  We
purchased   approximately   $113.0   million  of  resin  in  fiscal   2002.
Approximately  50%  of  the  resin  pounds   purchased  were  high  density
polyethylene  ("HDPE"),  13%  linear  low  density   polyethylene  and  37%
polypropylene  ("PP").   We  have  contractual  price  escalators  and  de-
escalators tied to the price of resin representing approximately 40% of net
sales that result in price increases/decreases to many of  our customers in
a  relatively short period of time, typically quarterly.  In  addition,  to
date,  we  have  experienced  high  success  rates in passing through price
increases and decreases in the price of resin to customers, without indexed
price agreements, although the magnitude of the  fluctuations  in the price
of resin in recent periods may have an impact on our future success in this
area.   Pricing  flexibility  is  enhanced  by  the  fact that our products
typically  represent  a  very  small  component  of  the  overall  cost  of
production  for  the  end  customer.  Fewer than 10% of our net  sales  are
generated from fixed-price arrangements,  and  we  have  at  times  and may
continue  to enter into negotiated purchase agreements with resin suppliers
related to  these  fixed  price  arrangements.  We can further mitigate the
effect of resin price movements through  our  ability  to  accommodate  raw
material  switching  for  certain  products  between  HDPE and PP as prices
fluctuate.   In  a  typical  resin  market,  we  estimate  that   we   have
historically  been  able to pass on approximately 75% of an increase in the
price of resin within  the  first three months and the remainder within one
year of the price increase.   For  example,  in  2000,  the  price of resin
increased  significantly  and  we  estimate  that  we were able to pass  on
approximately  85%  of the increase to our customers during  that  calendar
year.  The resin market is currently experiencing rapidly increasing prices
primarily due to the  increased  cost  of  oil  and  natural gas.  Based on
information  from  Plastics  News,  an industry publication,  average  spot
prices of HDPE and PP on March 17, 2003 were $0.565 per pound and $0.44 per
pound, respectively, reflecting increases  of  $0.17 per pound, or 43%, and
$0.05  per  pound,  or 13%, over the respective average  spot  prices  from
December 28, 2002.  Due  to the extent and rapid nature of these increases,
we cannot reasonably estimate  our  ability  to  successfully recover these
cost increases in the short-term.

  Our  purchasing  strategy  is to deal with only high-quality,  dependable
suppliers,  such as Dow, Chevron,  Nova,  Equistar,  Atofina,  Basell,  and
ExxonMobil.  Although we do not have any supply requirements contracts with
our key suppliers,  we believe that we have maintained strong relationships
with these key suppliers  and  expect that such relationships will continue
into the foreseeable future.  Based  on  our  experience,  we  believe that
adequate  quantities of plastic resins will be available at market  prices,
but we can  give  you  no  assurances as to such availability or the prices
thereof.

EMPLOYEES

  At the end of fiscal 2002,  we  had approximately 3,250 employees.  Poly-
Seal Corporation, a wholly owned subsidiary, and the United Steelworkers of
America are parties to a collective  bargaining  agreement which expires on
April 24, 2005.  At the end of fiscal 2002, approximately  325 employees of
Poly-Seal Corporation, all of which are located in our Baltimore  facility,
were covered by this agreement.  None of our other employees are covered by
collective  bargaining  agreements.  We  believe  our  relations  with  our
employees are good.

PATENTS AND TRADEMARKS

  We  rely on a combination of patents, trade secrets, unpatented know-how,
trademarks,    copyrights   and   other   intellectual   property   rights,
nondisclosure agreements  and  other  protective  measures  to  protect our
proprietary  rights.   We  do  not believe that any individual item of  our
intellectual property portfolio  is  material  to our current business.  We
employ  various  methods,  including  confidentiality   and  non-disclosure
agreements with third parties, employees and consultants,  to  protect  our
trade  secrets  and  know-how.   We  have  licensed, and may license in the
future, patents, trademarks, trade secrets,  and similar proprietary rights
to and from third parties.




                                    -10-



<PAGE>


ENVIRONMENTAL MATTERS AND GOVERNMENT REGULATION

  Our past and present operations and our past  and  present  ownership and
operations of real property are subject to extensive and changing  federal,
state,  local and foreign environmental laws and regulations pertaining  to
the  discharge   of  materials  into  the  environment,  the  handling  and
disposition of wastes  or  otherwise  relating  to  the  protection  of the
environment.   We  believe  that  we  are  in  substantial  compliance with
applicable environmental laws and regulations.  However, we cannot  predict
with  any  certainty  that  we will not in the future incur liability under
environmental statutes and regulations  with respect to non-compliance with
environmental laws, contamination of sites  formerly  or currently owned or
operated  by  us  (including  contamination  caused  by  prior  owners  and
operators of such sites) or the off-site disposal of hazardous substances.

  Like  any  manufacturer, we are subject to the possibility  that  we  may
receive notices  of  potential  liability in connection with materials that
were sent to third-party recycling,  treatment,  and/or disposal facilities
under the Comprehensive Environmental Response, Compensation  and Liability
Act  (CERCLA),  and  comparable state statutes, which impose liability  for
investigation and remediation  of  contamination without regard to fault or
the  legality  of  the  conduct  that  contributed  to  the  contamination.
Liability  under CERCLA is retroactive and  joint  and  several.   No  such
notices are currently pending.

  The FDA regulates  the material content of direct-contact food containers
and packages, including certain thinwall containers we manufacture pursuant
to the Federal Food, Drug  and  Cosmetics Act.  Certain of our products are
also regulated by the Consumer Product  Safety Commission ("CPSC") pursuant
to various federal laws, including the Consumer  Product  Safety Act.  Both
the FDA and the CPSC can require the manufacturer of defective  products to
repurchase  or  recall such products and may also impose fines or penalties
on the manufacturer.   Similar  laws exist in some states, cities and other
countries  in  which we sell our products.   In  addition,  laws  exist  in
certain states restricting  the  sale  of  packaging with certain levels of
heavy metals, imposing fines and penalties for non-compliance.  Although we
use FDA approved resins and pigments in containers  that  directly  contact
food  products  and  believe  they are in material compliance with all such
applicable FDA regulations, and  we  believe  our  products are in material
compliance with all applicable requirements, we remain  subject to the risk
that  our  products  could  be  found  not  to be in compliance  with  such
requirements.

  The plastics industry, including us, is subject to existing and potential
federal,  state, local and foreign legislation  designed  to  reduce  solid
wastes by requiring,  among  other  things,  plastics  to  be degradable in
landfills,   minimum   levels   of   recycled  content,  various  recycling
requirements, disposal fees and limits  on the use of plastic products.  In
addition, various consumer and special interest  groups  have  lobbied from
time  to  time  for the implementation of these and other similar measures.
The principal resins  used  in  our  products, HDPE and PP, are recyclable,
and, accordingly, we believe that the  legislation  promulgated to date and
such  initiatives  to date have not had a material adverse  effect  on  us.
There can be no assurance  that  any  such future legislative or regulatory
efforts or future initiatives would not  have  a material adverse effect on
us.  On January 1, 1995, legislation in Oregon,  California  and  Wisconsin
went into effect requiring products packaged in rigid plastic containers to
comply with standards intended to encourage recycling and increased  use of
recycled   materials.    Although  the  regulations  vary  by  state,  they
principally  require  the use  of  post  consumer  regrind  ("PCR")  as  an
ingredient  in  containers   or  the  reduction  of  their  weight.   These
regulations do not apply to food,  cosmetic or drug containers.  Oregon and
California provide for an exemption  from  these  regulations  if statewide
recycling  rates  for  rigid  plastic  containers reach or exceed 25%.   We
assist our customers in complying with these regulations.

  Oregon's  aggregate  recycling  rate for  rigid  plastic  containers  has
exceeded the 25% goal since the effective  date  of the law, and the Oregon
Department of Environmental Quality has estimated that Oregon will continue
to  exceed  the  25%  goal  for the foreseeable future.   Therefore,  rigid
plastic containers are exempt  from the requirements of the Oregon statute.
In addition, California has also  reached  its  25% recycling rate goal for
rigid  plastic  containers  in  2001, which is the most  recent  compliance
period examined.  Therefore, rigid  plastic containers were exempt from the
requirements of the California statute  in  2001,  which is the most recent
testing  date  that  has been completed.  In order to facilitate  continued
individual customer compliance  with  these  regulations,  we are providing
customers the option of purchasing containers with limited amounts  of  PCR
or reduced weight.


                                    -11-


<PAGE>


ITEM 2.  PROPERTIES

  The following table sets forth our principal manufacturing facilities:
<TABLE>
<CAPTION>
   LOCATION                ACRES          SQUARE          USE          OWNED/LEASED
                                         FOOTAGE
-----------------         -------        ---------   ---------------   -------------
<S>                       <C>            <C>                    <C>     <C>
Evansville, IN             15.8            580,000    Headquarters          Owned
                                                    and manufacturing
Henderson, NV              12.3            175,000    Manufacturing         Owned
Iowa Falls, IA             14.1            100,000    Manufacturing         Owned
Charlotte, NC              37.3            150,000    Manufacturing         Owned
Lawrence, KS               19.3            424,000    Manufacturing         Owned
Suffolk, VA                14.0            110,000    Manufacturing         Owned
Monroeville, OH            34.7            152,000    Manufacturing         Owned
Norwich, England            5.0             96,000    Manufacturing         Owned
Woodstock, IL              13.7            170,000    Manufacturing         Owned
Streetsboro, OH            11.9            140,000    Manufacturing         Owned
Baltimore, MD               9.9            244,000    Manufacturing         Owned
Milan, Italy               11.6            125,000    Manufacturing        Leased
</TABLE>

  We believe that our property and equipment  is  well-maintained,  in good
operating condition and adequate for our present needs.

ITEM 3.  LEGAL PROCEEDINGS

  We are party to various legal proceedings involving routine claims  which
are  incidental to our business. Although our legal and financial liability
with respect  to  such  proceedings  cannot be estimated with certainty, we
believe that any ultimate liability would  not be material to our financial
condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  None.



                                    -12-



<PAGE>


                                  PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS

  There is no established public trading market  for  any  class  of common
stock  of  Holding  or  the Company.  With respect to the capital stock  of
Holding, as of March 14,  2003,  there were 99 holders of the common stock.
All of the issued and outstanding  common  stock  of the Company is held by
Holding.

DIVIDEND POLICY

  Holding  has  not  paid  cash dividends on its capital  stock  since  the
Merger.  Because Holding intends  to  retain  any earnings to provide funds
for  the operation and expansion of the Company's  business  and  to  repay
outstanding  indebtedness, Holding does not intend to pay cash dividends on
its common stock  in  the  foreseeable  future.   Furthermore, as a holding
company with no independent operations, the ability  of Holding to pay cash
dividends will be dependent on the receipt of dividends  or  other payments
from  the Company.  Under the terms of the Indenture dated as of  July  22,
2002 (the  "2002 Indenture"), among the Company, Holding, all of its direct
and  indirect   domestic   subsidiaries,   and  U.S.  Bank  Trust  National
Association, as Trustee ("U.S. Bank"), Holding and the Company have various
restrictions regarding the payment of dividends  on their common stock.  In
addition,  the  Company's senior credit facility contains  covenants  that,
among other things,  restricts the payment of dividends by the Company.  In
addition, Delaware law  limits  Holding's  ability  to  pay  dividends from
current  or  historical  earnings  or  profits  or  capital  surplus.   Any
determination  to  pay  cash  dividends  on common stock of the Company  or
Holding in the future will be at the discretion  of  the Board of Directors
of the Company and Holding, respectively.

EQUITY COMPENSATION PLAN INFORMATION

  See  Item  12 of this Form 10-K entitled "Security Ownership  of  Certain
Beneficial Owners and Management".




                                    -13-



<PAGE>


ITEM 6. SELECTED FINANCIAL DATA

  The following  selected  financial data are derived from our consolidated
financial statements.  The data  should  be  read  in  connection  with the
consolidated  financial  statements,  related  notes  and  other  financial
information included herein.  Our fiscal year is a 52/53 week period ending
generally on the Saturday closest to December 31.  All references herein to
"2002," "2001," "2000," "1999," and "1998" relate to the fiscal years ended
December  28, 2002, December 29, 2001, December 30, 2000, January 1,  2000,
and January  2,  1999,  respectively.   For  analysis purposes, the results
under Holding's prior ownership ("Predecessor")  have  been  combined  with
results  subsequent  to  the  Merger  on  July  22,  2002.   Our historical
consolidated  financial information may not be comparable to or  indicative
of our future performance.   For  a  discussion  of  certain  factors  that
materially  affect  the comparability of the consolidated financial data or
cause  the data reflected  herein  not  to  be  indicative  of  our  future
financial  condition or results of operations, see "Management's Discussion
and Analysis  of  Financial  Condition  and Results of Operations - Certain
Factors Affecting Future Results."

<TABLE>
<CAPTION>
                                                           BPC HOLDING CORPORATION
                                     ---------------------------------------------------------------------------
<S>                                        <C>
                                                                  FISCAL
                                     ---------------------------------------------------------------------------
                                      COMBINED COMPANY
                                       & PREDECESSOR    PREDECESSOR    PREDECESSOR    PREDECESSOR   PREDECESSOR
                                      ---------------- -------------  -------------  ------------- -------------
<S>                                   <C>       <C>        <C>         <C>     <C>      <C>      <C>
                                           2002            2001           2000           1999          1998
                                                                (IN THOUSANDS OF DOLLARS)
Statement of
Operations Data:
    Net sales                            $494,303        $461,659       $408,088        $328,834     $271,830
    Cost of goods sold                    371,273         338,000        312,119         241,067      199,227
                                        ----------      ----------     ----------      ----------   ----------
    Gross profit                          123,030         123,659         95,969          87,767       72,603
    Operating expenses (a)                 77,467          70,192         65,862          54,118       44,001
                                        ----------      ----------     ----------      ----------   ----------
    Operating income                       45,563          53,467         30,107          33,649       28,602
    Other expenses (b)                        299             473            877           1,416        1,865
    Interest expense, net (c)              49,254          54,355         51,457          40,817       34,556
                                        ----------      ----------     ----------      ----------   ----------
    Loss before income taxes
    and extraordinary item                 (3,990)         (1,361)       (22,227)         (8,584)      (7,819)
    Income taxes (benefit)                  3,298             734           (142)            554         (249)
                                        ----------      ----------     ----------      ----------   ----------
    Loss before extraordinary item         (7,288)         (2,095)       (22,085)         (9,138)      (7,570)
    Extraordinary item,
    net of tax (d)                         25,328               -          1,022               -            -
                                        ----------      ----------     ----------      ----------   ----------
    Net loss                              (32,616)         (2,095)       (23,107)         (9,138)      (7,570)
    Preferred stock dividends               6,468           9,790          6,655           3,776        3,551
    Amortization of preferred
    stock discount                            574           1,024            768             292          292
                                        ----------      ----------     ----------      ----------   ----------
    Net loss attributable to
    common stockholders                  $(39,658)       $(12,909)      $(30,530)       $(13,206)    $(11,413)
                                        ==========      ==========     ==========      ==========   ==========

Balance Sheet Data (at end of year):
    Working capital                      $ 64,201        $ 19,327       $ 20,470        $ 10,527     $  4,762
    Fixed assets                          193,132         203,217        179,804         146,792      120,005
    Total assets                          760,576         446,876        413,122         340,807      255,317
    Total debt                            609,943         485,881        468,806         403,989      323,298
    Stockholders' equity (deficit)         75,163        (139,601)      (137,997)       (133,471)    (120,357)

Other Data:
    Depreciation and amortization (e)    $ 41,965        $ 50,907       $ 42,148        $ 31,795     $ 24,830
    Capital expenditures                   28,683          32,834         31,530          30,738       22,595

</TABLE>

(a) Operating expenses include  business  startup  and  machine integration
  expenses  of  $1,353 related to recent acquisitions, plant  consolidation
  expenses  of  $3,992  related  to  the  shutdown  and  reorganization  of
  facilities, $216  related  to  an  uncompleted  acquisition;  and $20,987
  related  to  the Merger during fiscal 2002; business startup and  machine
  integration expenses  of $2,690 related to recent acquisitions, and plant
  consolidation  expenses   of   $2,221   related   to   the  shutdown  and
  reorganization  of facilities during fiscal 2001; business  start-up  and
  machine integration  expenses  of  $2,237 related to recent acquisitions,
  litigation expenses of $700 related  to  a  drink  cup  patent, and plant
  consolidation   expenses   of   $3,702   related  to  the  shutdown   and
  reorganization of facilities during fiscal  2000;  business  start-up and
  machine integration expenses of $3,647 related to recent acquisitions and
  plant  consolidation  expenses  of  $1,501  related  to the shutdown  and
  reorganization  of  facilities during fiscal 1999; and business  start-up
  and machine integration  expenses  of  $1,272  related  to the businesses
  acquired in 1997, plant consolidation expenses of $2,370 and $191 related
  to  the  shutdown  of  the  Anderson,  South  Carolina  and Reno,  Nevada
  facilities, and start-up expenses of $251 related to acquired  businesses
  during fiscal 1998.

(b)  Other  expenses  consist  of  net  losses  on disposal of property and
  equipment for the respective years.

(c) Includes non-cash interest expense of $2,476, $11,268, $18,047, $15,567
  and $14,824, in fiscal 2002, 2001, 2000, 1999 and 1998, respectively.

(d) As a result of the retirement all of BPC Holding's senior secured notes
  and Berry Plastics' senior subordinated notes and  the  repayment  of all
  amounts  owed  under our credit facilities in connection with the Merger,
  $6.6 million of  existing  deferred  financing  fees and $18.7 million of
  prepayment fees and related charges were charged to expense in 2002 as an
  extraordinary  item.   Extraordinary  item  in 2000 relates  to  deferred
  financing  fees  written off as a result of amending  the  senior  credit
  facility.

(e)  Depreciation  and   amortization  excludes  non-cash  amortization  of
  deferred financing fees  and debt premium/discount amortization which are
  included in interest expense.



                                    -14-



<PAGE>


ITEM 7. MANAGEMENT'S DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS

  Unless  the context requires otherwise, references in  this  Management's
Discussion and Analysis of Financial Condition and Results of Operations to
"BPC Holding"  or "Holding" refer to BPC Holding Corporation, references to
"we," "our" or "us"  refer  to  BPC  Holding  Corporation together with its
consolidated  subsidiaries,  and  references  to "Berry  Plastics"  or  the
"Company" refer to Berry Plastics Corporation, a wholly owned subsidiary of
BPC  Holding  Corporation.   For  analysis  purposes,   the  results  under
Holding's prior ownership ("Predecessor") have been combined  with  results
subsequent to the merger on July 22, 2002 described below.  You should read
the  following  discussion  in  conjunction with the consolidated financial
statements  of  Holding and its subsidiaries  and  the  accompanying  notes
thereto, which information  is  included elsewhere herein.  This discussion
contains  forward-looking  statements   and  involves  numerous  risks  and
uncertainties,  including,  but not limited  to,  those  described  in  the
"Certain Factors Affecting Future  Results"  section  at  the  end  of this
discussion.   Our actual results may differ materially from those contained
in any forward-looking statements.

  On July 22, 2002,  GS  Berry  Acquisition  Corp.,  (the  "Buyer") a newly
formed  entity  controlled by various private equity funds affiliated  with
Goldman, Sachs &  Co.,  merged  (the   "Merger") with and into BPC Holding,
pursuant to an agreement and plan of merger,  dated as of May 25, 2002.  At
the effective time of the Merger, (1) each share  of  common  stock  of BPC
Holding  issued and outstanding immediately prior to the effective time  of
the Merger  was  converted  into  the right to receive cash pursuant to the
terms of the merger agreement, and  (2)  each  share of common stock of the
Buyer issued and outstanding immediately prior to the effective time of the
Merger  was  converted  into  one  share of common stock  of  BPC  Holding.
Additionally,  in  connection  with the  Merger,  we  retired  all  of  BPC
Holding's  senior secured notes and  Berry  Plastics'  senior  subordinated
notes, repaid all amounts owed under our credit facilities, redeemed all of
the outstanding  preferred  stock of BPC Holding, entered into a new credit
facility and completed an offering  of  new  senior  subordinated  notes of
Berry  Plastics. As a result of the Merger, private equity funds affiliated
with Goldman Sachs own approximately 63% of the outstanding common stock of
BPC Holding,  private  equity funds affiliated with J.P. Morgan Chase & Co.
own approximately 29% and members of our management own the remaining 8%.

CRITICAL ACCOUNTING POLICIES

  We disclose those accounting  policies that we consider to be significant
in  determining  the  amounts  to  be   utilized   for   communicating  our
consolidated financial position, results of operations and  cash  flows  in
the second note to our consolidated financial statements included elsewhere
herein.  Our discussion and analysis of our financial condition and results
of  operations  are  based  on our consolidated financial statements, which
have  been  prepared in accordance  with  accounting  principles  generally
accepted in the  United States.  The preparation of financial statements in
conformity with these  principles requires management to make estimates and
assumptions that affect  amounts  reported  in the financial statements and
accompanying  notes.   Actual  results  are likely  to  differ  from  these
estimates, but management does not believe such differences will materially
affect our financial position or results  of  operations.   We believe that
the following accounting policies are the most critical because  they  have
the  greatest  impact  on  the  presentation of our financial condition and
results of operations.

ACCOUNTS RECEIVABLE.  We evaluate  our allowance for doubtful accounts on a
quarterly  basis  and  review  any significant  customers  with  delinquent
balances to determine future collectibility.  We base our determinations on
legal issues (such as bankruptcy  status),  past history, current financial
and   credit   agency   reports,   and  the  experience   of   our   credit
representatives. We reserve accounts  that  we  deem to be uncollectible in
the  quarter in which we make the determination.   We  maintain  additional
reserves based on our historical bad debt experience.  We believe, based on
past history  and our credit policies, that the net accounts receivable are
of good quality.

MEDICAL INSURANCE.   We  offer  our  employees  medical  insurance  that is
primarily self-insured by us.  As a result, we accrue a liability for known
claims as well as the estimated amount of expected claims incurred but  not
reported.   We  evaluate  our medical claims liability on a quarterly basis
and obtain an independent actuarial analysis on an annual basis.  We accrue
as a liability expected claims  incurred  but  not  reported  and any known
claims.  Based on our analysis, we believe that our recorded medical claims
liability is sufficient.  Our accrued liability for medical claims was $1.7
million,  including reserves for expected medical claims incurred  but  not
reported as of December 28, 2002.


                                    -15-


<PAGE>



WORKERS' COMPENSATION INSURANCE.  Starting in fiscal 2000, we converted the
majority of  our  facilities  to  a  large  deductible program for workers'
compensation insurance.  On a quarterly basis,  we  evaluate  our liability
based  on third-party adjusters' independent analyses by claim.   Based  on
our analysis,  we believe that our recorded workers' compensation liability
is sufficient.   Our accrued liability for workers' compensation claims was
$1.5 million as of December 28, 2002.

REVENUE RECOGNITION.   Revenue  from sales of products is recognized at the
time product is shipped to the customer  at  which  time  title and risk of
ownership transfer to the purchaser.

  Based  on  a  critical  assessment  of  our accounting policies  and  the
underlying judgments and uncertainties affecting  the  application of those
policies, we believe that our consolidated financial statements  provide  a
meaningful  and  fair  perspective  of  BPC  Holding  and  its consolidated
subsidiaries.   This  is  not  to suggest that other risk factors  such  as
changes in economic conditions,  changes in material costs and others could
not  adversely  impact  our consolidated  financial  position,  results  of
operations and cash flows in future periods.

ACQUISITIONS

  We maintain a selective  and  disciplined  acquisition strategy, which is
focused on improving our financial performance  in the long-term, enhancing
our market positions and expanding our product lines  or,  in  some  cases,
providing   us   with  a  new  or  complementary  product  line.   We  have
historically acquired  businesses  with  EBITDA margins that are lower than
that of our existing business, which results in a temporary decrease in our
margins.    We  have  historically  achieved  significant   reductions   in
manufacturing  and  overhead  costs  of  acquired  companies by introducing
advanced manufacturing processes, exiting low-margin  businesses or product
lines, reducing headcount, rationalizing facilities and machinery, applying
best practices and capitalizing on economies of scale.   In connection with
our  acquisitions,  we  have in the past and may in the future  incur  non-
recurring charges related to these reductions and rationalizations.

YEAR ENDED DECEMBER 28, 2002
COMPARED TO YEAR ENDED DECEMBER 29, 2001

  NET SALES.  Net sales increased  7%  to  $494.3 million in 2002, up $32.6
million from $461.7 million in 2001, despite  an approximate 2% decrease in
net selling price due to the cyclical impact of  lower  resin  costs in the
first half of 2002.  Container net sales increased $16.0 million  to $250.4
million of which approximately $11.5 million was attributable to the  Mount
Vernon  acquisition.   The  remaining  increase  of  $4.5  million  can  be
primarily  attributed  to  new  retail  dairy  and  polypropylene business.
Closure net sales increased $1.5 million to $133.9 million primarily due to
new business partially offset by the shedding of low margin business in the
Norwich facility.  Consumer products net sales increased  $15.1  million to
$110.0  million  primarily  as  a  result  of  the  Pescor  acquisition and
increased sales from thermoformed drink cups.

  GROSS  PROFIT.  Gross profit decreased $0.7 million from $123.7  million,
or 27% of  net  sales,  in  2001 to $123.0 million, or 25% of net sales, in
2002.  This decrease of 1% includes the combined impact of the added Pescor
and Mount Vernon sales volume,  the  effect  of  net selling prices and raw
material  costs,  acquisition  integration  and  productivity   improvement
initiatives.   The  margin  percentage  of  the acquired business from  Mt.
Vernon Plastics was, for 2002 and historically, significantly less than our
overall gross margin thereby reducing the consolidated  margin; however, we
expect the margin percentage of this acquired business to  increase  as  it
becomes  more  fully integrated.  We have continued to consolidate products
and  business  of  recent  acquisitions  to  the  most  efficient  tooling,
providing customers  with  improved products and customer service.  As part
of the integration, we removed  molding  operations  from  our  Fort Worth,
Texas   facility,   which   was   acquired   in   the  Pescor  acquisition.
Subsequently, in the fourth quarter of 2002, the Fort  Worth  facility  was
closed  in  our  continued  effort  to  reduce  costs  and provide improved
customer   service.   The  business  from  this  location  was  distributed
throughout our  facilities.   Also,  significant  productivity improvements
were  made  during  the  year,  including the addition of  state-of-the-art
injection molding equipment, molds and printing equipment at several of our
facilities.


                                    -16-

<PAGE>


  OPERATING EXPENSES.  Selling expenses increased $0.2 million in 2002 as a
result of increased sales partially  offset  by  continued  cost  reduction
efforts.   General  and  administrative expenses decreased $5.1 million  in
2002 primarily as a result  of  decreased  accrued  bonus expenses and cost
reduction efforts.  Research and development costs increased  $1.0  million
to  $2.9  million  in 2002 primarily as a result of an increase in projects
under development and  legal  costs  associated  with patents and licenses.
Intangible asset amortization decreased to $2.4 million  in 2002 from $12.8
million for 2001, primarily as a result of the implementation  in  2002  of
SFAS No. 142, which eliminates the amortization of goodwill.  In connection
with  the  Merger,  the  Predecessor  incurred  Merger  related expenses of
approximately  $21.0  million,  consisting primarily of investment  banking
fees, bonuses to management, non-cash  modification of stock option awards,
legal  costs  and  financial and management  consulting  fees  paid  to  an
affiliate of the largest  voting  stockholder  of  the  Predecessor.  Other
expenses  were  $5.6  million for 2002 compared to $4.9 million  for  2001.
Other  expenses in 2002  included  one-time  transition  expenses  of  $1.3
million  related  to  recently acquired businesses, $4.1 million related to
the shutdown and reorganization  of facilities, and $0.2 million related to
an acquisition that was not completed.   Other  expenses  in  2001 included
one-time  transition expenses of $2.7 million related to recently  acquired
businesses  and  $2.2 million related to the shutdown and reorganization of
facilities.

  INTEREST EXPENSE,  NET.   Net interest expense, including amortization of
deferred financing costs, for  2002 was $49.3 million, or 10% of net sales,
compared to $54.4 million, or 12% of net sales, in 2001, a decrease of $5.1
million.   This decrease is primarily  attributed  to  decreased  rates  of
interest on  borrowings.   Cash  interest paid in 2002 was $40.8 million as
compared to $44.2 million for 2001.

  INCOME TAXES.  During fiscal 2002, we recorded an expense of $3.3 million
for income taxes compared to $0.7  million for fiscal 2001.  We continue to
operate in a net operating loss carryforward  position  for  federal income
tax purposes.

  EXTRAORDINARY ITEM.  As a result of extinguishing our debt in  connection
with the Merger, $6.6 million of existing deferred financing fees and $18.7
million  of prepayment fees and related charges were charged to expense  in
2002 as an extraordinary item.

  NET LOSS.   We recorded a net loss of $32.6 million in 2002 compared to a
$2.1 million net loss in 2001 for the reasons discussed above.

YEAR ENDED DECEMBER 29, 2001
COMPARED TO YEAR ENDED DECEMBER 30, 2000

  NET SALES.  Net  sales  increased 13% to $461.7 million in 2001, up $53.6
million from $408.1 million  in  2000, including an approximate 1% increase
in  net  selling  price.   Container  net  sales  increased  $3.2  million,
primarily due to a large promotion in 2001.   Closure  net  sales increased
$20.2  million  with  the  Poly-Seal  acquisition  and  Capsol  acquisition
representing  $25.4 million of the increase, partially offset by a  general
slowdown in the  market.   Consumer  products  net  sales  increased  $30.2
million  in  2001  primarily  as  a  result of the Pescor acquisition which
contributed 2001 net sales of approximately $19.9 million, continued strong
demand  in  the  retail  housewares  market,  and  the  introduction  of  a
thermoformed drink cup line.

  GROSS PROFIT.  Gross profit increased  $27.7  million from $96.0 million,
or 24% of net sales, in 2000 to $123.7 million, or  27%  of  net  sales, in
2001.  This increase of 29% includes the combined impact of the added Poly-
Seal, Capsol, and Pescor sales volume, the effect of net selling prices and
raw  material  costs, acquisition integration, and productivity improvement
initiatives.  The 1% increase in net selling price was primarily the result
of partially recovering  raw material costs increases incurred in 2000.  In
addition, we have continued  to  consolidate  the  products and business of
recent acquisitions to the most efficient tooling, providing customers with
improved  products and customer service.  As part of  the  integration,  we
closed our  York,  Pennsylvania  facility  and removed remaining production
from  our  Minneapolis,  Minnesota  facility, which  was  acquired  in  the
Cardinal acquisition, in the fourth quarter  of  2000.  Also, in the fourth
quarter of 2001, we removed molding operations from  our  Fort Worth, Texas
facility which was acquired in the Pescor acquisition.  The  business  from
these   locations   was   distributed  throughout  our  facilities.   Also,
significant productivity improvements  were made during the year, including
the addition of state-of-the-art injection  molding  equipment,  molds  and
decorating  equipment  at  several  of  our  facilities.   Additional  cost
reductions  have been achieved through our realignment in the third quarter
of 2000 from  a  functional  based  organization to a divisional structure.
This  realignment  has enabled us to reduce  personnel  costs  and  improve
employee productivity.


                                    -17-


<PAGE>

  OPERATING EXPENSES.   Selling expenses increased $0.4 million as a result
of acquired businesses partially  offset by savings from the organizational
realignment  in  the third quarter of  2000.   General  and  administrative
expenses increased  $4.1  million in 2001 primarily as a result of acquired
businesses and increased accrued bonus expenses partially offset by savings
from the organizational realignment in the third quarter of 2000.  Research
and development costs decreased  $0.7  million  to  $1.9  million  in  2001
primarily as a result of savings from the organizational realignment in the
third  quarter of 2000.  Intangible asset amortization increased from $10.6
million  in  2000  to  $12.8 million for 2001, primarily as a result of the
amortization of goodwill  ascribed  to acquired companies in 2000 and 2001.
Other expenses were $4.9 million for  2001  compared  to  $6.6  million for
2000.  Other expenses in 2001 include one-time transition expenses  of $2.7
million related to recently acquired businesses and $2.2 million related to
the  shutdown  and  reorganization  of  facilities.  Other expenses in 2000
include  one-time transition expenses of $2.2  million  related  to  recent
acquisitions,  $3.7  million  related to the shutdown and reorganization of
facilities and $0.7 million of  litigation  expenses related to a drink cup
patent.

  INTEREST EXPENSE, NET.  Net interest expense,  including  amortization of
deferred financing costs for 2001, was $54.4 million, or 12%  of net sales,
compared  to  $51.5  million, or 13% of net sales, in 2000, an increase  of
$2.9  million.  This increase  is  attributed  to  interest  on  borrowings
related  to  the  acquired  businesses  in  2000  and  2001  but was offset
partially  by principal reductions.  Cash interest paid in 2001  was  $44.2
million as compared to $32.8 million for 2000.

  INCOME TAXES.  During fiscal 2001, we recorded an expense of $0.7 million
for income taxes compared to a benefit of $0.1 million for fiscal 2000.  We
continue to  operate  in  a  net  operating  loss carryforward position for
federal income tax purposes.

  EXTRAORDINARY ITEM.  As a result of amending  our senior credit facility,
$1.0 million of deferred financing fees related to the facility was charged
to expense in 2000 as an extraordinary item.

  NET LOSS.  We recorded a net loss of $2.1 million  in  2001 compared to a
$23.1 million net loss in 2000 for the reasons stated above.

INCOME TAX MATTERS

  As of December 28, 2002, Holding has unused operating loss  carryforwards
of $72.3 million for federal income tax purposes which begin to  expire  in
2010.   Alternative  minimum tax credit carryforwards of approximately $3.1
million are available  to  Holding  indefinitely  to  reduce  future years'
federal  income  taxes.   As  a  result  of  the Merger, the amount of  the
carryforward  which  can  be  used in any given year  will  be  limited  to
approximately $12 million.

LIQUIDITY AND CAPITAL RESOURCES

  On July 22, 2002, we entered  into  a credit and guaranty agreement and a
related  pledge security agreement with  a  syndicate  of  lenders  led  by
Goldman Sachs  Credit  Partners  L.P., as administrative agent (the "Credit
Facility").  The Credit Facility is  comprised of (1) a $330.0 million term
loan, (2) a $50.0 million delayed draw term loan facility, and (3) a $100.0
million revolving credit facility.  The  maturity  date of the term loan is
July 22, 2010, and the maturity date of the revolving  credit  facility and
delayed draw term loan facility is July 22, 2008.  The term loan was funded
on  the  closing  date  and  the proceeds were used in connection with  the
Merger to pay the cash consideration  payable to stockholders, the costs of
prepaying  Company  indebtedness  and the  transaction  costs  incurred  in
connection therewith.  Amounts available  under  the delayed draw term loan
facility may be borrowed (but not reborrowed) during  the  18-month  period
beginning  on July 22, 2002, provided that certain financial covenants  are
satisfied and  no  default  or  event  of  default  exists  at  the time of
borrowing.   Delayed  draw  term loans may only be made in connection  with
permitted acquisitions.  The  indebtedness  under  the  Credit  Facility is
guaranteed  by  BPC  Holding  and  all  of its domestic subsidiaries.   The
obligations of Berry Plastics under the Credit  Facility and the guarantees
thereof are secured by substantially all of the assets of such entities. At
December 28, 2002, there were no borrowings outstanding  on  the  revolving
credit facility or the delayed draw term loan facility.


                                    -18-


<PAGE>



  Borrowings  under  the  Credit Facility bear interest, at our option,  at
either (1) the base rate, which is a rate per annum equal to the greater of
the prime rate and the federal  funds  effective rate in effect on the date
of determination plus 0.50% plus the applicable  margin  (the  ``Base  Rate
Loans'') or (2) an adjusted Eurodollar Rate which is  equal to the rate for
Eurodollar  deposits  plus  the  applicable  margin  (the  "Eurodollar Rate
Loans").  For the term loan, the applicable margin is (1) with  respect  to
Base  Rate  Loans,  2.00% per annum and (2) with respect to Eurodollar Rate
Loans, 3.00% per annum.   For  Eurodollar Rate Loans under the delayed draw
term loan facility and the revolving credit facility, the applicable margin
is initially 2.75% per annum.  After  the  end  of the quarter ending March
30, 2003, the applicable margin for Eurodollar Rate  Loans  will range from
2.75% per annum to 2.00% per annum, depending on our leverage  ratio.   The
applicable  margin with respect to Base Rate Loans will always be 1.00% per
annum less than  the applicable margin for Eurodollar Rate Loans.  Interest
is payable quarterly  for  Base Rate Loans and at the end of the applicable
interest  period  for  all  Eurodollar   Rate  Loans.   The  interest  rate
applicable  to  overdue payments and to outstanding  amounts  following  an
event of default under the Credit Facility is equal to the interest rate at
the time of an event  of  default  plus 2.00%.  We also must pay commitment
fees ranging from 0.375% per annum to  0.75% per annum on the average daily
unused portion of the delayed draw term  loan facility and revolving credit
facility.   In  October  2002,  pursuant to a  requirement  in  the  Credit
Facility, we entered into an interest  rate  swap  agreement  with  Goldman
Sachs  Capital  Markets,  L.P.,  which applies to $50.0 million of the term
loans and protects both parties against  fluctuations  in  interest  rates.
Under the interest rate swap agreement, the Eurodollar rate with respect to
$50.0 million of the outstanding principal amount of the term loan will not
exceed 6.75% or drop below 1.97%.

  The   Credit   Facility  contains  significant  financial  and  operating
covenants,  including   prohibitions   on  our  ability  to  incur  certain
additional  indebtedness  or  to pay dividends,  and  restrictions  on  our
ability to make capital expenditures  and investments and dispose of assets
or consummate acquisitions.  The occurrence  of  a  default,  an  event  of
default  or a material adverse effect on Berry Plastics would result in our
inability  to obtain further borrowings under our revolving credit facility
and could also  result  in the acceleration of our obligations under any or
all of our debt agreements,  each  of  which could materially and adversely
affect our business.  We were in compliance  with  all of the financial and
operating covenants at December 28, 2002.

  The  term  loan  amortizes  quarterly as follows: $825,000  each  quarter
beginning September 30, 2002 and  ending June 30, 2009 and $76,725,000 each
quarter beginning September 30, 2009 and ending June 30, 2010.  The delayed
draw term loan facility will amortize  quarterly  commencing March 31, 2004
based on the amounts outstanding as of that date as  follows:  (1)  2%  per
quarter  in  2004,  (2) 4% per quarter in 2005, (3) 6% per quarter in 2006,
(4) 8% per quarter in 2007 and (v) 10% per quarter in each of the first two
quarters in 2008.  Borrowings  under  the  Credit  Facility  are subject to
mandatory prepayment under specified circumstances, including  if  we  meet
certain  cash  flow  thresholds,  collect  insurance  proceeds in excess of
certain thresholds, issue equity securities or debt or  sell  assets not in
the ordinary course of business, or upon a sale or change of control of the
Company.   There  is  no  required  amortization  of  the  revolving credit
facility.  Outstanding borrowings under the revolving credit  facility  may
be  repaid  at  any  time,  and  may be reborrowed at any time prior to the
maturity date which is on July 22,  2008.   The  revolving  credit facility
allows  up  to  $15  million  of letters of credit to be issued instead  of
borrowings under the revolving  credit  facility  and  up to $10 million of
swingline loans.

  On  July  22, 2002, we completed an offering of $250.0 million  aggregate
principal amount of 10  3/4 % Senior Subordinated Notes due 2012 (the "2002
Notes").  The  net  proceeds  to  us from the sale of the 2002 Notes, after
expenses, were $239.4 million.  The  proceeds from the 2002 Notes were used
in the financing of the Merger.  The 2002  Notes  mature  on July 15, 2012,
and  interest is payable semi-annually on January 15 and July  15  of  each
year  beginning  January  15,  2003.   Holding  and  all  of  our  domestic
subsidiaries  fully,  jointly, severally, and unconditionally guarantee the
2002 Notes.

  We are not required to make mandatory redemption or sinking fund payments
with respect to the 2002  Notes.   On  or  subsequent to July 15, 2007, the
2002  Notes  may  be  redeemed  at our option, in  whole  or  in  part,  at
redemption  prices ranging from 105.375%  in  2007  to  100%  in  2010  and
thereafter.   Prior  to  July  15, 2005, up to 35% of the 2002 Notes may be
redeemed at 110.75% of the principal  amount  at  our  option in connection
with  an  equity  offering.   Upon a change in control, as defined  in  the
indenture  entered  into in connection  with  the  2002  Notes  (the  "2002
Indenture"), each holder  of  notes  will  have  the right to require us to
repurchase all or any part of such holder's notes  at a repurchase price in
cash equal to 101% of the aggregate principal amount  thereof  plus accrued
interest.   The  2002  Indenture  restricts our ability to incur additional
debt and contains other provisions which could limit our liquidity.




                                   -19-



<PAGE>


  Our contractual cash obligations  as  of December 28, 2002 are summarized
in the following table.

<TABLE>
<CAPTION>
                                                 PAYMENTS DUE BY PERIOD AT DECEMBER 28, 2002
                                          -------------------------------------------------------
                                                TOTAL      < 1       1-3       4-5        > 5
                                                           YEAR     YEARS     YEARS      YEARS
                                          -------------------------------------------------------
<S>                                         <C>           <C>        <C>      <C>       <C>
  Long-term debt, excluding capital leases     $582,367   $3,800    $7,600     $7,600   $563,367
  Capital leases                                 33,101    6,416    12,437      5,559      8,689
  Operating leases                               19,221    6,925     9,186      3,110          -
  Other long-term obligations                     1,285    1,281         4          -          -
                                          -------------------------------------------------------
  Total contractual cash obliations            $635,974  $18,422   $29,227    $16,269   $572,056
                                          =======================================================

</TABLE>

  Net cash provided by operating activities  was  $26.6  million in 2002 as
compared to $54.3 million in 2001.  This decrease of $27.7  million  can be
primarily  attributed  to  expenses incurred in connection with the Merger.
Net cash provided by operating  activities  was $36.1 million in 2000.  The
increase in 2001 was primarily the result of improved operating performance
as our net loss plus non-cash expenses improved $21.8 million.

  Net cash used for investing activities decreased  from  $56.3  million in
2001  to  $44.9  million  in  2002  primarily  as  a  result  of the Pescor
acquisition in 2001 partially offset by $12.4 million of capitalized Merger
costs.  Capital expenditures in 2002 were $28.6 million, a decrease of $4.2
million from $32.8 million in 2001.  Capital expenditures in 2002  included
investments  of  $1.6  million for facility renovations, production systems
and offices necessary to support production operating levels throughout the
company, $12.6 million for  molds,  $7.9  million  for molding and printing
machines,  and  $6.5  million  for  accessory equipment and  systems.   The
capital expenditure budget for 2003 is  expected  to be $36.3 million.  Net
cash used for investing activities was $108.7 million  in  2000 compared to
the  $56.3  million in 2001.  This decrease can be primarily attributed  to
the Poly-Seal acquisition in 2000.

  Net cash provided  by  financing  activities was $32.4 million in 2002 as
compared to $0.6 million in 2001.  The  increase  of  $31.8  million can be
primarily  attributed  to  the  Merger.   Net  cash  provided  by financing
activities was $0.6 million in 2001 as compared to $72.0 million  in  2000.
The  decrease  of  $71.4  million  can  be  primarily attributed to reduced
acquisition related activities as noted above.

  Increased  working  capital  needs occur whenever  we  experience  strong
incremental demand or a significant  rise  in  the  cost  of  raw material,
particularly plastic resin. However, we anticipate that our cash  interest,
working  capital  and  capital  expenditure  requirements for 2003 will  be
satisfied  through  a  combination  of  funds  generated   from   operating
activities and cash on hand, together with funds available under the Credit
Facility.  We base such belief on historical experience and the substantial
funds available under the Credit Facility.  However, we cannot predict  our
future  results  of operations.  At December 28, 2002, our cash balance was
$15.6 million, and  we  had  unused  borrowing  capacity  under  the Credit
Facility's  borrowing base of $92.6 million.  However, the covenants  under
our Credit Facility may limit our ability to make such borrowings and as of
December 28, 2002, we could have borrowed $30.9 million.

CERTAIN FACTORS AFFECTING FUTURE RESULTS

WE HAVE SUBSTANTIAL DEBT AND WE MAY INCUR SUBSTANTIALLY MORE DEBT, WHICH
COULD AFFECT OUR ABILITY TO MEET OUR DEBT OBLIGATIONS AND MAY OTHERWISE
RESTRICT OUR ACTIVITIES.

  We have substantial debt, and we may incur substantial additional debt in
the future.   As  of  December  28,  2002,  we  had  total  indebtedness of
approximately $609.9 million, excluding $7.4 million in letters  of  credit
under  our revolving credit facility and, subject to certain conditions  to
borrowing,  $142.6  million  available  for  future  borrowings  under  our
revolving credit facility and delayed draw term loan facility.

  Our substantial debt could have important consequences to you.  For
example, it could:

   * require us to dedicate a substantial portion of our cash flow to
     payments on our indebtedness, which would reduce the amount of cash
     flow available to fund working capital, capital expenditures, product
     development and other corporate requirements;
   * increase our vulnerability to general adverse economic and industry
     conditions, including changes in raw material costs;
   * limit our ability to respond to business opportunities;
   * limit our ability to borrow additional funds, which may be necessary;
     and


                                   -20-


<PAGE>


   * subject us to financial and other restrictive covenants, which, if we
     fail to comply with these covenants and our failure is not waived or
     cured, could result in an event of default under our debt.

TO SERVICE OUR DEBT, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH.  OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

  Our  ability  to  make  payments on our debt, and to fund planned capital
expenditures  and research and  development  efforts  will  depend  on  our
ability to generate  cash in the future.  This, to an extent, is subject to
general economic, financial, competitive, legislative, regulatory and other
factors, including those  described  in  this  section, that are beyond our
control.  We cannot assure you that our business  will  generate sufficient
cash flow from operations or that future borrowings will be available to us
under our new senior secured credit facilities in an amount  sufficient  to
enable  us  to  pay our debt, or to fund our other liquidity needs.  We may
need to refinance  all  or  a  portion  of  our  indebtedness, on or before
maturity.  We cannot assure you that we will be able  to  refinance  any of
our   debt,   including  our  new  senior  secured  credit  facilities,  on
commercially reasonable terms or at all.

THE AGREEMENTS GOVERNING OUR DEBT IMPOSE RESTRICTIONS ON OUR BUSINESS.

  The 2002 Indenture  and the Credit Facility contain a number of covenants
imposing significant restrictions  on our business.  These restrictions may
affect our ability to operate our business  and  may  limit  our ability to
take  advantage  of  potential  business opportunities as they arise.   The
restrictions these covenants place  on  us  and our restricted subsidiaries
include  limitations  on  our  ability and the ability  of  our  restricted
subsidiaries to:

   *  incur indebtedness or issue preferred shares;
   *  pay dividends or make distributions  in  respect of our capital stock
     or to make certain other restricted payments;
   *  create liens;
   *  agree to payment restrictions affecting our restricted subsidiaries;
   *  make acquisitions;
   *   consolidate, merge, sell or lease all or substantially  all  of  our
     assets;
   *  enter into transactions with our affiliates; and
   *  designate our subsidiaries as unrestricted subsidiaries.

  Our Credit  Facility  also  requires  us  to  meet  a number of financial
ratios.   Our ability to comply with these agreements may  be  affected  by
events beyond  our  control,  including  prevailing economic, financial and
industry conditions and are subject to the  risks  in this "Certain Factors
Affecting Future Results" section.  The breach of any of these covenants or
restrictions  could  result in a default under the 2002  Indenture  or  our
Credit Facility.  An event  of  default  under  our  debt  agreements would
permit some of our lenders to declare all amounts borrowed from  them to be
immediately  due  and  payable.   If  we  were  unable to repay debt to our
lenders, these lenders could proceed against the  collateral  securing that
debt.

WE HAVE EXPERIENCED CONSOLIDATED NET LOSSES.

  Our net losses were $7.6 million for fiscal 1998, $9.1 million for fiscal
1999, $23.1 million for fiscal 2000, $2.1 million for fiscal 2001 and $32.6
million  for fiscal 2002.  Consolidated earnings have been insufficient  to
cover fixed  charges  by  $7.0 million for fiscal 1998, by $7.1 million for
fiscal 1999, by $20.5 million  for  fiscal 2000, by $0.8 million for fiscal
2001 and by $3.1 million for fiscal 2002.




                                   -21-



<PAGE>


WE DO NOT HAVE FIRM CONTRACTS WITH PLASTIC RESIN SUPPLIERS.

  We source plastic resin primarily from  major  industry suppliers such as
Dow,  Chevron,  Nova, Equistar, Atofina, Basell and  ExxonMobil.   We  have
long-standing relationships  with  certain  of these suppliers but have not
entered into a firm supply contract with any  of our resin vendors.  We may
not  be  able to arrange for other sources of resin  in  the  event  of  an
industry-wide  general  shortage  of  resins  used  by us, or a shortage or
discontinuation of certain types of grades of resin purchased  from  one or
more  of  our  suppliers.   Any  such  shortage  may  negatively impact our
competitive  position  versus  companies that are able to  better  or  more
cheaply source resin.  Additionally,  we  may  be  subject  to  significant
increases in prices that may materially impact our financial condition.  We
are currently experiencing rapidly increasing resin prices primarily due to
the  increased  cost  of oil and natural gas.  Due to the extent and  rapid
nature of these increases,  we  cannot  reasonably  estimate  the extent to
which we will be able to successfully recover these cost increases  in  the
short-term.   If  high and/or rapidly increasing resin prices continue, our
revenue and/or profitability may be materially and adversely affected, both
in the short-term as  we  attempt  to  pass through changes in the costs of
resin to customers under current agreements  and  in  the longer term as we
negotiate new agreements.

IF MARKET CONDITIONS DO NOT PERMIT US TO PASS ON THE COST OF PLASTIC RESINS
TO OUR CUSTOMERS ON A TIMELY BASIS, OR AT ALL, OUR FINANCIAL CONDITION AND
RESULTS OF OPERATIONS COULD SUFFER MATERIALLY.

  To produce our products we use large quantities of plastic  resins, which
in  fiscal 2002 cost us approximately $113.0 million, or 30% of  our  total
cost  of  goods  sold.   Plastic  resins  are  subject  to  cyclical  price
fluctuations, including those arising from supply shortages and changes  in
the  prices of natural gas, crude oil and other petrochemical intermediates
from which  resins  are produced.  The instability in the world markets for
oil  and natural gas could  materially  adversely  affect  the  prices  and
general  availability  of  raw  materials  quickly.   The  resin  market is
currently  experiencing  rapidly  increasing  prices  primarily  due to the
increased cost of oil and natural gas.  Based on information from  Plastics
News, average spot prices of HDPE and PP on March 17, 2003 were $0.565  per
pound  and $0.44 per pound, respectively, reflecting increases of $0.17 per
pound, or  43%,  and  $0.05  per pound, or 13%, over the respective average
spot prices from December 28,  2002.   Historically, we have generally been
able to pass on a significant portion of  the  increases in resin prices to
our customers over a period of time, but even in such cases there have been
negative short-term impacts to our financial performance.   Certain  of our
customers  (currently  fewer  than  10%  of  our net revenues) purchase our
products pursuant to fixed-price arrangements  in  respect of which we have
at times and may continue to enter into hedging or similar arrangements. In
the  future,  we  may  not  be  able to pass on substantially  all  of  the
increases in resin prices to our  customers  on  a timely basis, if at all,
which  may have a material adverse effect on our competitive  position  and
financial performance.

WE MAY NOT  BE  ABLE  TO  COMPETE  SUCCESSFULLY  AND  OUR CUSTOMERS MAY NOT
CONTINUE TO PURCHASE OUR PRODUCTS.

  We face intense competition in the sale of our products.  We compete with
multiple  companies  in each of our product lines, including  divisions  or
subsidiaries of larger  companies.   We compete on the basis of a number of
considerations, including price, service,  quality, product characteristics
and the ability to supply products to customers  in  a  timely  manner. Our
products  also  compete  with  metal  and  glass, paper and other packaging
materials  as well as plastic packaging materials  made  through  different
manufacturing  processes.   Many  of  our  product  lines also compete with
plastic products in other lines and segments.  Many of our competitors have
financial and other resources that are substantially  greater than ours and
may  be better able than us to withstand price competition.   In  addition,
some of  our customers do and could in the future choose to manufacture the
products they  require  for  themselves.  Each of our product lines faces a
different  competitive  landscape.    We   may   not  be  able  to  compete
successfully  with  respect to any of the foregoing  factors.   Competition
could result in our products  losing  market  share or our having to reduce
our prices, either of which would have a material  adverse  effect  on  our
business  and  results of operations and financial condition.  In addition,
since we do not  have  long-term  arrangements  with many of our customers,
these  competitive  factors could cause our customers  to  shift  suppliers
and/or packaging material quickly.

IN THE EVENT OF A CATASTROPHIC  LOSS OF OUR KEY MANUFACTURING FACILITY, OUR
BUSINESS WOULD BE ADVERSELY AFFECTED.

  Our primary manufacturing facility  is  in  Evansville, Indiana, where we
produce  approximately  one-third  of  our  products.   While  we  maintain
insurance covering the facility, including business interruption insurance,
a catastrophic loss of the use of all or a portion of the  facility  due to
accident,  labor  issues,  weather  conditions,  other  natural disaster or
otherwise, whether short or long-term, could have a material adverse effect
on us.




                                   -22-



<PAGE>


OUR ACQUISITION STRATEGY MAY BE UNSUCCESSFUL.

  As  part  of  our  growth strategy, we plan to pursue the acquisition  of
other companies, assets  and product lines that either complement or expand
our existing business.  We  cannot  assure  you  that  we  will  be able to
consummate  any  such  transactions  at all or that any future acquisitions
will  be  able  to  be  consummated at acceptable  prices  and  terms.   We
continually evaluate potential  acquisition  opportunities  in the ordinary
course  of  business,  including those that could be material in  size  and
scope.   Acquisitions involve  a  number  of  special  risks  and  factors,
including:

1   the focus of management's attention to the assimilation of the acquired
    companies  and  their  employees  and  on  the  management of expanding
    operations;
2   the incorporation of acquired products into our product line;
3   the increasing demands on our operational systems;
4   adverse effects on our reported operating results; and
5   the  loss of key employees and the difficulty of presenting  a  unified
    corporate image.

  We may be  unable to make appropriate acquisitions because of competition
for the specific acquisition.  In pursuing acquisitions, we compete against
other plastic  product  manufacturers, some of which are larger than we are
and have greater financial  and  other  resources than we have.  We compete
for potential acquisitions based on a number  of  factors, including price,
terms and conditions, size and ability to offer cash,  stock or other forms
of consideration.  Increased competition for acquisition  candidates  could
result  in  fewer  acquisition  opportunities for us and higher acquisition
prices.  As a company without public  equity,  we  may not be able to offer
attractive  equity  to  potential sellers.  Additionally,  our  acquisition
strategy  may  result  in  significant   increases   in   our   outstanding
indebtedness and debt service requirements. In addition, the negotiation of
potential  acquisitions  may require members of management to divert  their
time and resources away from our operations.

THE INTEGRATION OF ACQUIRED  BUSINESSES  MAY  RESULT  IN SUBSTANTIAL COSTS,
DELAYS OR OTHER PROBLEMS.

  We  may  not  be able to successfully integrate our acquisitions  without
substantial costs,  delays  or other problems.  We will have to continue to
expend substantial managerial,  operating, financial and other resources to
integrate  our businesses. The costs  of  such  integration  could  have  a
material adverse  effect  on our operating results and financial condition.
Such costs include non-recurring acquisition costs including accounting and
legal fees, investment banking  fees,  recognition  of  transaction-related
obligations, plant closing and similar costs and various other acquisition-
related costs.  In addition, although we conduct what we  believe  to  be a
prudent  level  of  investigation  regarding the businesses we purchase, in
light of the circumstances of each transaction,  an  unavoidable  level  of
risk  remains regarding the actual condition of these businesses.  Until we
actually  assume  operating  control  of  such  business  assets  and their
operations,  we may not be able to ascertain the actual value or understand
the potential  liabilities  of  the acquired entities and their operations.
Once we acquire a business, we are faced with risks, including:

1  the possibility that it will be  difficult  to  integrate the operations
   into our other operations;
2  the   possibility   that   we  have  acquired  substantial   undisclosed
   liabilities;
3  the risks of entering markets  or offering services for which we have no
   prior experience; and
4  the potential loss of customers  as  a  result of changes in management;
   and the possibility we may be unable to recruit additional managers with
   the  necessary  skills  to supplement the incumbent  management  of  the
   acquired business.

  We may not be successful in overcoming these risks.




                                   -23-



<PAGE>


WE RELY ON UNPATENTED PROPRIETARY KNOW-HOW AND TRADE SECRETS.

  In  addition to relying on  patent  and  trademark  rights,  we  rely  on
unpatented  proprietary  know-how  and  trade  secrets,  and employ various
methods,   including   confidentiality   agreements   with  employees   and
consultants,  to  protect our know-how and trade secrets.   However,  these
methods and our patents  and  trademarks may not afford complete protection
and there can be no assurance that  others  will  not independently develop
the  know-how and trade secrets or develop better production  methods  than
us.  Further,  we  may  not  be able to deter current and former employees,
contractors and other parties from breaching confidentiality agreements and
misappropriating proprietary information  and  it  is  possible  that third
parties   may  copy  or  otherwise  obtain  and  use  our  information  and
proprietary  technology  without authorization or otherwise infringe on our
intellectual property rights.   Additionally,  we  have  licensed,  and may
license  in  the  future,  patents,  trademarks, trade secrets, and similar
proprietary rights to and from third parties.   While  we attempt to ensure
that our intellectual property and similar proprietary rights are protected
and that the third party rights we need are licensed to  us  when  entering
into  business  relationships,  third  parties  may take actions that could
materially and adversely affect our rights or the value of our intellectual
property,  similar  proprietary  rights  or  reputation.   Furthermore,  no
assurance can be given that claims or litigation  asserting infringement of
intellectual property rights will not be initiated by third parties seeking
damages, the payment of royalties or licensing fees  and/or  an  injunction
against the sale of our products or that we would prevail in any litigation
or  be successful in preventing such judgment.  In the future, we may  also
rely  on  litigation  to  enforce  our  intellectual  property  rights  and
contractual  rights,  and, if not successful, we may not be able to protect
the value of our intellectual property.  Any litigation could be protracted
and costly and could have  a  material  adverse  effect on our business and
results of operations regardless of its outcome.   Although we believe that
our intellectual property rights are sufficient to allow  us to conduct our
business  without  incurring liability to third parties, our  products  may
infringe on the intellectual  property  rights  of  third  parties  and our
intellectual  property  rights  may  not  have the value we believe them to
have.

CURRENT AND FUTURE ENVIRONMENTAL AND OTHER  GOVERNMENTAL REQUIREMENTS COULD
ADVERSELY AFFECT OUR FINANCIAL CONDITION AND  OUR  ABILITY  TO  CONDUCT OUR
BUSINESS.

  Certain  of  our  operations  are  subject  to federal, state, local  and
foreign environmental laws and regulations that  impose  limitations on the
discharge of pollutants into the air and water and establish  standards for
the  treatment, storage and disposal of solid and hazardous wastes.   While
we  have  not  been  required  historically  to  make  significant  capital
expenditures  in  order  to  comply  with applicable environmental laws and
regulations,  we  cannot  predict with any  certainty  our  future  capital
expenditure  requirements  because   of   continually  changing  compliance
standards  and  environmental  technology.   Furthermore,   violations   or
contaminated  sites  that  we  do  not  know about (including contamination
caused  by  prior  owners  and operators of such  sites)  could  result  in
additional compliance or remediation  costs  or other liabilities.  We have
limited  insurance coverage for environmental liabilities  and  we  do  not
anticipate  increasing  such  coverage  in  the  future. We may also assume
significant  environmental  liabilities  in  acquisitions.    In  addition,
federal,  state  and  local  governments  could  enact  laws or regulations
concerning  environmental matters that increase the cost of  producing,  or
otherwise adversely  affect  the demand for, plastic products.  Legislation
that would prohibit, tax or restrict  the  sale  or use of certain types of
plastic and other containers, and would require diversion  of  solid wastes
such as packaging materials from disposal in landfills, has been  or may be
introduced   in   the  U.S.  Congress,  in  state  legislatures  and  other
legislative bodies.   While container legislation has been adopted in a few
jurisdictions, similar legislation has been defeated in public referenda in
several  states, local elections  and  many  state  and  local  legislative
sessions.   Although  we believe that the laws promulgated to date have not
had a material adverse  effect on us, there can be no assurance that future
legislation or regulation  would  not have a material adverse effect on us.
Furthermore, a decline in consumer  preference  for plastic products due to
environmental considerations could have a negative effect on our business.

  The Food and Drug Administration ("FDA") regulates  the  material content
of direct-contact food containers and packages we manufacture  pursuant  to
the Federal Food, Drug and Cosmetic Act.  Furthermore, some of our products
are  regulated  by the Consumer Product Safety Commission ("CPSC") pursuant
to various federal  laws,  including the Consumer Product Safety Act.  Both
the FDA and the CPSC can require  the manufacturer of defective products to
repurchase or recall these products  and may also impose fines or penalties
on the manufacturer.  Similar laws exist  in  some states, cities and other
countries in which we sell products. In addition,  laws  exist  in  certain
states  restricting  the  sale  of  packaging  with certain levels of heavy
metals and imposing fines and penalties for noncompliance.  Although we use
FDA-approved resins and pigments in containers that  directly  contact food
products  and we believe our products are in material compliance  with  all
applicable  requirements,  we  remain subject to the risk that our products
could be found to be not in compliance  with  these and other requirements.
A  recall  of  any of our products or any fines and  penalties  imposed  in
connection with  non-compliance  could  have a materially adverse effect on
us.  See "Business -- Environmental matters and government regulation."



                                   -24-



<PAGE>


OUR  OPERATIONS  OUTSIDE OF THE UNITED STATES  ARE  SUBJECT  TO  ADDITIONAL
CURRENCY EXCHANGE, POLITICAL, INVESTMENT AND OTHER RISKS.

  We currently operate  two  facilities  outside  the  United  States which
combined  for  approximately  4%  of  our 2002 net sales.  This amount  may
change in the future.  As such we are subject  to the risks associated with
selling  and  operating  in foreign countries, including  devaluations  and
fluctuations  in  foreign  currencies,   unstable   political   conditions,
imposition  of  limitations  on conversion of foreign currencies into  U.S.
dollars and remittance of dividends  and  payments by foreign subsidiaries.
The imposition of taxes and imposition or increase  of investment and other
restrictions,  tariffs  or quotas may also have a negative  effect  on  our
business and profitability.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

  We are exposed to market  risk  from  changes in interest rates primarily
through our Credit Facility.  The Credit  Facility  is  comprised  of (1) a
$330.0  million  term  loan,  (2)  a  $50.0  million delayed draw term loan
facility, and (3) a $100.0 million revolving credit  facility.  At December
28,  2002,  there  were no borrowings outstanding on the  revolving  credit
facility or the delayed  draw  term  loan  facility.   The  net outstanding
balance of the term loan at December 28, 2002 was $329.2 million.  The term
loan  bears  interest  at  the Eurodollar rate plus the applicable  margin.
Future borrowings under the  Credit  Facility bear interest, at our option,
at either (1) the base rate, which is a rate per annum equal to the greater
of the prime rate and the federal funds  effective  rate  in  effect on the
date  of  determination  plus  0.5%  plus  the applicable margin or (2)  an
adjusted Eurodollar Rate which is equal to the rate for Eurodollar deposits
plus the applicable margin.  We utilize interest rate instruments to reduce
the  impact  of either increases or decreases  in  interest  rates  on  its
floating rate  debt.   Pursuant to a requirement in the Credit Facility and
as a result of the current  economic  slowdown  and  corresponding interest
rate  reductions,  we entered into an interest rate collar  arrangement  in
October 2002 to protect $50.0 million of the outstanding variable rate term
loan debt from future  interest  rate  volatility.  Under the interest rate
collar agreement, the Eurodollar rate with  respect to the $50.0 million of
outstanding variable rate term loan debt will  not  exceed  6.75%  or  drop
below  1.97%.   At December 28, 2002, the Eurodollar rate applicable to the
term loan was 1.63%.   If  the Eurodollar rate increases 0.25% and 0.5%, we
estimate an annual increase  in  our interest expense of approximately $0.7
million and $1.4 million, respectively.




                                   -25-



<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>
                     INDEX TO FINANCIAL STATEMENTS
<S>                                                                    <C>

Report of Independent Auditors                                          F-1

Consolidated Balance Sheets at December 28, 2002 and December
29, 2001                                                                F-2

Consolidated Statements of Operations for the periods from
July 22, 2002 to December 28, 2002 and from December 30,
2001 to July 21, 2002 and for the periods ended December 29,
2001 and December 30, 2000                                              F-4

Consolidated Statements of Changes in Stockholders' Equity
(Deficit) for the periods ended December 28, 2002, December
29, 2001, and December 30, 2000                                         F-5

Consolidated Statements of Cash Flows for the periods from
July 22, 2002 to December 28, 2002 and from December 30,
2001 to July 21, 2002 and for the periods ended December 29,
2001 and December 30, 2000                                              F-6

Notes to Consolidated Financial Statements                              F-7


                     INDEX TO FINANCIAL STATEMENT SCHEDULES


  II. Valuation and Qualifying Accounts                                 S-1

  All other schedules have been omitted because they are not applicable or
not required or because the required information is included in the
consolidated financial statements or notes thereto.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

       Not applicable.


</TABLE>

                                   -26-



<PAGE>


                                 PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  The following table sets forth certain  information  with  respect to the
executive officers, directors and certain key personnel of Holding:


      NAME                 AGE                        TITLE
----------------------    -----     ------------------------------------------
Joseph H. Gleberman(1)      45      Chairman and Director

Ira G. Boots(1)             49      President, Chief Executive Officer
                                    and Director

James M. Kratochvil         46      Executive Vice President, Chief Financial
                                    Officer, Treasurer and Secretary

R. Brent Beeler             50      Executive Vice President

William J. Herdrich         52      Executive Vice President

Bruce J. Sims               53      Executive Vice President

Christopher C. Behrens (1)  42      Director

Patrick J. Dalton(2)        34      Director

Douglas F. Londal(1)(2)     37      Director

Mathew J. Lori(2)           38      Director


(1)  Member of the Equity Compensation Committee.
(2)  Member of the Audit Committee.



  The  following table sets forth certain information with respect  to  the
executive officers, directors and certain key personnel of Berry Plastics:


       NAME                  AGE                      TITLE
----------------------      -----    -----------------------------------------
Joseph H. Gleberman(1)(3)(4)  45     Chairman and Director

Ira G. Boots(1)(4)            49     President, Chief Executive Officer
                                     and Director

James M. Kratochvil           46     Executive Vice President, Chief Financial
                                     Officer, Treasurer and Secretary

R. Brent Beeler               50     Executive Vice President and General
                                     Manager - Containers and Consumer Products

William J. Herdrich           52     Executive Vice President and General
                                     Manager - Closures

Bruce J. Sims                 53     Executive Vice President of Sales -
                                     Drink Cups

Christopher C. Behrens(1)(3)  42     Director

Patrick J. Dalton(2)(3)       34     Director

Douglas F. Londal(1)(2)(4)    37     Director

Mathew J. Lori(2)(4)          38     Director


(1)  Member of the Compensation Committee.
(2)  Member of the Audit Committee.
(3)  Member of the Finance Committee.
(4)  Member of the Corporate Development Committee.




  JOSEPH  H.  GLEBERMAN  has  been  chairman  of  the board of directors of
Holding and Berry Plastics since the closing of the  Merger  and has been a
Managing  Director  at Goldman, Sachs & Co. since 1996.  He serves  on  the
Board of Directors of  aaiPharma,  BackWeb  Technologies,  IPC  Acquisition
Corp.,  and  MCG  Capital  Corporation,  as  well  as  a  number of private
companies.   Mr.  Gleberman  received  his  M.B.A  in  1982  from  Stanford
University Graduate School of Business and a M.A./B.A. from Yale University
in 1980.

  IRA  G.  BOOTS  has been President and Chief Executive Officer of Holding
and Berry Plastics  since  June  2001,  and a Director of Holding and Berry
Plastics  since  April 1992.  Prior to that,  Mr.  Boots  served  as  Chief
Operating Officer of Berry Plastics since August 2000 and Vice President of
Operations, Engineering  and Product Development of the Company since April
1992.  Mr. Boots was employed  by  Old  Berry from 1984 to December 1990 as
Vice President, Operations.

                                   -27-


<PAGE>


  JAMES M. KRATOCHVIL has been Executive  Vice  President,  Chief Financial
Officer, Secretary and Treasurer of Holding and Berry since December  1997.
He formerly served as Vice President, Chief Financial Officer and Secretary
of  the Company since 1991, and as Treasurer of the Company since May 1996.
He formerly served as Vice President, Chief Financial Officer and Secretary
of Holding  since 1991.  Mr. Kratochvil was employed by Old Berry from 1985
to 1991 as Controller.

  R. BRENT BEELER  has  been  an  Executive Vice President of Holding since
July 2002.  He has been Executive Vice  President  and  General  Manager  -
Containers  and Consumer Products of the Company since October 2002 and was
Executive Vice  President  and  General  Manager  - Containers since August
2000.  Prior to that, Mr. Beeler was Executive Vice  President,  Sales  and
Marketing  of the Company since February 1996 and Vice President, Sales and
Marketing of  the  Company since December 1990.  Mr. Beeler was employed by
Old Berry from October  1988  to December 1990 as Vice President, Sales and
Marketing.

  WILLIAM J. HERDRICH has been an Executive Vice President of Holding since
July 2002.  He has been Executive  Vice  President  and  General  Manager -
Closures  of the Company since August 2000.  From May 2000 to August  2000,
Mr. Herdrich was a consultant to the Company.  During the period from April
1994 to May  2000, Mr. Herdrich was President, Executive Vice President and
General Manager  of  Poly-Seal  Corporation, a Delaware Corporation that we
acquired in 2000.  Mr. Herdrich was employed by Seaquist Closures from 1990
to April 1994 as Executive Vice President.

  BRUCE J. SIMS has been an Executive  Vice President of Holding since July
2002.  He has been Executive Vice President  of  Sales  - Drink Cups of the
Company  since  October 2002 and was Executive Vice President  and  General
Manager - Consumer  Products of the Company since August 2000.  He formerly
served as Executive Vice  President, Sales and Marketing, Housewares of the
Company since January 1997.   Prior  to  the acquisition of PackerWare, Mr.
Sims served as President of PackerWare from  March 1996 to January 1997 and
as Vice President from October 1994 to March 1996.   From  January  1990 to
October  1994  he was Vice President of the Miner Container Corporation,  a
national injection molder.

  CHRISTOPHER C.  BEHRENS has been a Director of Holding and Berry Plastics
since the closing of  the  Merger  and  has  been  a Partner of J.P. Morgan
Partners,  LLC  and  its predecessor, Chase Capital Partners,  since  1999.
Prior  to joining Chase  Capital  Partners,  Mr.  Behrens  served  as  Vice
President  in  Chase's  Merchant  Banking Group.  Mr. Behrens serves on the
Board of Directors of Carrizo Oil &  Gas and Portola Packaging Inc. as well
as a number of private companies.  Mr.  Behrens  received  a  B.A. from the
University of California at Berkeley and an M.A. from Columbia University.

  PATRICK J. DALTON has been a Director of Holding and Berry Plastics since
the closing of the Merger and has been a Vice President at Goldman, Sachs &
Co. since 2001.  Prior to joining the Principal Investment Area of Goldman,
Sachs & Co. in 2000, Mr. Dalton was at Chase Securities Inc. from  1997  to
2000.   He  serves  on  the Board of Directors of First Asset Management
Inc. and Waddington North America,  Inc.,  as well as a number of private
companies.  Mr. Dalton received his M.B.A. in 1997  from  Columbia University
Graduate School of Business and a B.S. from Boston College in 1990.

  DOUGLAS F. LONDAL has been a Director of Holding and Berry Plastics since
the  closing  of  the Merger and has been a Managing Director  at  Goldman,
Sachs & Co. since 1999.   Prior to joining the Principal Investment Area of
Goldman, Sachs & Co. in 1995,  he  worked  in  the  Mergers  & Acquisitions
Department  of  Goldman, Sachs & Co. from 1991 to 1995.  He serves  on  the
Board of Directors of 21st Century Newspapers and Village Voice Media, LLC,
as well as a number of private companies.  Mr. Londal received his M.B.A in
1991 from the University  of  Chicago  and  a  B.A.  from the University of
Michigan in 1987.

  MATHEW J. LORI has been a Director of Holding since  the  closing  of the
Merger.   Mr. Lori has been a Principal with J.P. Morgan Partners, LLC  and
its predecessor,  Chase  Capital Partners, since January 1998, and prior to
that, Mr. Lori had been an  Associate.   Mr.  Lori has been on the board of
Berry Plastics since 1996, and is also a director of Doane Pet Care Company
and  a  number  of  private companies.  Mr. Lori received  an  M.B.A.  from
Kellogg Graduate School of Management at Northwestern University in 1993.


                                   -28-


<PAGE>



  In connection with  the  Merger,  BPC Holding entered into a stockholders
agreement with GSCP 2000 and other private  equity  funds  affiliated  with
Goldman,  Sachs  & Co. that, in the aggregate, own a majority of our common
stock and J.P. Morgan  Partners  Global  Investors,  L.P. and other private
equity  funds  affiliated  with  J.P.  Morgan  Chase  &  Co. that,  in  the
aggregate, own approximately 29% of our common stock.  Under  the  terms of
this   agreement,  the  parties  have  agreed  to  elect  five  individuals
designated by the Goldman Sachs funds, one of which must be a member of our
management,  and two individuals designated by the J.P. Morgan funds to BPC
Holding's  and   Berry  Plastics'  boards  of  directors.   This  agreement
regarding the election  of  directors  will  continue  in  force  until the
occurrence  of a qualified initial public offering of BPC Holding's  common
stock.  Of the  current  members  of the boards of directors of BPC Holding
and Berry Plastics, Messrs. Gleberman,  Boots,  Dalton and Londal have been
designated by the Goldman Sachs funds and Messrs.  Behrens  and  Lori  have
been designated by the J.P. Morgan funds.  The Goldman Sachs funds have the
right to designate one additional individual to be elected to BPC Holding's
and Berry's board of directors.

BOARD COMMITTEES

  The  Board  of  Directors of Holding has an Audit Committee and an Equity
Compensation Committee.   The  Audit Committee, consists of Messrs. Londal,
Dalton and Lori.  The Audit Committee  recommends the annual appointment of
auditors with whom the audit committee reviews  the scope of audit and non-
audit  assignments  and  related  fees,  accounting principles  we  use  in
financial reporting, internal auditing procedures  and  the adequacy of our
internal control procedures.  The Equity Compensation Committee, consisting
of Messrs. Gleberman, Boots, Behrens and Londal, establishes  and  approves
equity   compensation   grants   for  our  employees  and  consultants  and
administers  the  2002  Stock Option  Plan  and  the  Key  Employee  Equity
Investment Plan.

  The Board of Directors  of  the  Company has a Compensation Committee, an
Audit Committee, a Finance Committee and a Corporate Development Committee.
The Compensation Committee, consisting of Messrs. Gleberman, Boots, Behrens
and  Londal  makes  recommendations  concerning   salaries   and  incentive
compensation  for  our  employees  and  consultants.   The  Audit Committee
recommends the annual appointment of auditors with whom the audit committee
reviews  the  scope  of  audit and non-audit assignments and related  fees,
accounting principles we use  in  financial  reporting,  internal  auditing
procedures  and  the  adequacy  of  our  internal  control procedures.  The
Finance  Committee,  consisting of Messrs. Gleberman,  Behrens  and  Dalton
oversees  our  capital  structure  and  reviews  and  approves  significant
financing decisions.  The  Corporate  Development  Committee, consisting of
Messrs. Gleberman, Boots, Londal and Lori, oversees  our  business strategy
and,   in   particular,   reviews   and  recommends  potential  acquisition
candidates.




                                   -29-



<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION

  The following table sets forth a summary  of  the compensation paid by us
to our Chief Executive Officer and our four other  most  highly compensated
executive  officers  (collectively,  the  "Named  Executive Officers")  for
services  rendered  in all capacities to us during fiscal  2002,  2001  and
2000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                              Long Term
                                       ANNUAL COMPENSATION                   COMPENSATION
                                       -------------------                   ------------
                                                                              Securities
                                    Fiscal                                    Underlying       Other
   NAME AND PRINCIPAL POSITION       Year       SALARY       BONUS (1)        OPTIONS(#)    COMPENSATION(2)
  -----------------------------    --------    --------     -----------     -------------- ----------------
 <S>                              <C>          <C>          <C>             <C>            <C>
  Ira G. Boots                       2002      $424,536      $1,452,018          61,814        $ 12,505
  President and Chief                2001       316,461          87,500               -          12,428
  Executive Officer                  2000       289,328         150,000               -          11,779

  James M. Kratochvil                2002      $273,400       $ 945,026          35,040         $ 9,889
  Executive Vice                     2001       231,919          64,166               -           9,198
  President, Chief                   2000       212,049         120,000               -           8,800
  Financial Officer,
  Treasurer and Secretary

  R. Brent Beeler                    2002      $298,172      $1,080,496          35,229         $ 2,590
  Executive Vice                     2001       284,251          78,750               -           3,196
  President and General              2000       257,236         135,000               -           2,879
  Manager - Containers
  and Consumer Products

  William J. Herdrich                2002      $269,222       $ 983,506           25,581        $ 4,899
  Executive Vice                     2001       258,690          62,800            2,000          3,834
  President and General              2000        99,003          18,986                -          4,691
  Manager - Closures

  Bruce J. Sims                      2002      $263,533       $ 908,435           26,412        $ 4,024
  Executive Vice                     2001       211,851          55,693                -          3,912
  President of Sales -               2000       193,055         114,000                -          3,879
  Drink Cups



(1) Amounts shown include  transaction  bonuses  of  $1,238,298,  $788,298,
   $871,298,  $803,831  and  $766,298  paid  to  Messrs. Boots, Kratochvil,
   Beeler, Herdrich and Sims, respectively, in connection with the Merger.
(2) Amounts shown reflect contributions by the Company  under the Company's
   401(k) plan and the personal use of a company vehicle.

</TABLE>

<TABLE>
<CAPTION>

OPTION GRANTS IN LAST FISCAL YEAR


                             Individual Grants
                       ----------------------------
                         Number Of      % Of Total                                  Potential Realizable
                        Securities       Options                                       Value At Assumed
                        Underlying      Granted To                                     Rates Of Stock
                         Options       Employees In     Exercise   Expiration     Price Appreciation for
   NAME                 GRANTED(#)     FISCAL YEAR       PRICE($)      DATE             OptionTerm
--------------------  ------------ ----------------    ---------- ------------   ------------------------
<S>             <C>             <C>                  <C>          <C>            <C>
                                                                                       5% ($)     10% ($)
                                                                                      --------   --------
Ira Boots               15,886 (1)         4.0             100       9/19/12         999,071   2,531,752
Ira Boots                7,943 (2)         2.0             100       9/19/12         499,535   1,265,876
Ira Boots               37,985 (3)         9.6             100       9/19/12               0           0
James M. Kratochvil      9,035 (1)         2.2             100       9/19/12         568,211   1,439,908
James M. Kratochvil      4,518 (2)         1.1             100       9/19/12         284,137     720,034
James M. Kratochvil     21,487 (3)         5.4             100       9/19/12               0           0
R. Brent Beeler          9,035 (1)         2.3             100       9/19/12         568,211   1,439,908
R. Brent Beeler          4,518 (2)         1.1             100       9/19/12         284,137     720,034
R. Brent Beeler         21,676 (3)         5.5             100       9/19/12               0           0
William J. Herdrich      9,035 (1)         2.3             100       9/19/12         568,211   1,439,908
William J. Herdrich      4,518 (2)         1.1             100       9/19/12         284,137     720,034
William J. Herdrich     12,028 (3)         3.0             100       9/19/12               0           0
Bruce J. Sims            9,035 (1)         2.3             100       9/19/12         568,211   1,439,908
Bruce J. Sims            4,518 (2)         1.1             100       9/19/12         284,137     720,034
Bruce J. Sims           12,859 (3)         3.3             100       9/19/12               0           0


(1)Represents options granted on September 19, 2002, which  (i)  have  an
   exercise  price fixed at $100 per share, which was the fair market value
   of a share  of  Holding Common Stock on the date of grant, and (ii) vest
   and become exerciseable  over a five year period, beginning the last day
   of 2002 based on continued service with the Company.

</TABLE>

                                   -30-

<PAGE>



(2)Represents options granted  on  September  19,  2002, which (i) have an
   exercise price fixed at $100 per share, which was  the fair market value
   of a share of Holding Common Stock on the date of grant,  and  (ii) vest
   and  become  exercisable  based  on  the  achievement  by BPC Holding of
   certain financial targets, or if such targets are not achieved, based on
   continued service with the Company.
(3)Represents options granted on September 19, 2002, which  (i)  have  an
   exercise  price  which  commenced  at $100 per share, which was the fair
   market value of a share of Holding Common Stock on the date of grant and
   will increase at the rate of 15% per year during the term of the option,
   and (ii) vest and become exerciseable over a five year period, beginning
   the last day of 2002 based on continued service with the Company.

FISCAL YEAR-END OPTION HOLDINGS

  The following table provides information on the number of exercisable and
unexercisable management stock options held by the Named Executive Officers
at December 28, 2002.

<TABLE>
<CAPTION>

                                                Number of Unexercised        Value of Unexercised
                                                      Options at               In-the-Money Options
                      Shares                       Fiscal Year-End             at Fiscal Year-End
                    Acquired on     Value     EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
    NAME             EXERCISE      REALIZED             (#)(2)                         (1)(2)
-------------     -------------   ----------  --------------------------    -------------------------
<S>              <C>            <C>          <C>                           <C>
Ira G. Boots            -           -              16,278/61,814                 $1,106,416/$0
James M. Kratochvil     -           -              10,174/35,040                    691,527/0
R. Brent Beeler         -           -              10,174/35,229                    691,527/0
William J. Herdrich     -           -               6,244/25,581                    172,397/0
Bruce J. Sims           -           -               4,058/26,412                    265,434/0
</TABLE>

(1)  None of Holding's capital stock is  currently  publicly  traded.   The
   values  reflect  management's  estimate  of the fair market value of the
   Common Stock at December 28, 2002.
(2) All options granted to management are exercisable  for shares of Common
   Stock, par value $.01 per share, of Holding.

DIRECTOR COMPENSATION

  Directors  receive  no  cash consideration for serving on  the  Board  of
Directors of Holding or the  Company, but directors are reimbursed for out-
of-pocket expenses incurred in connection with their duties as directors.

EMPLOYMENT AGREEMENTS

  The  Company  has  employment agreements  with  each  of  Messrs.  Boots,
Kratochvil, Beeler, Herdrich and Sims (each, an "Employment Agreement" and,
collectively, the "Employment  Agreements").   The  agreements  for  Boots,
Kratochvil  and  Beeler  expire  on  January 1, 2007, Herdrich's expires on
December 31, 2003, and Sims' expires on  January  2,  2007.  The Employment
Agreements  provided  for  fiscal  2002  base  compensation  of   $424,536,
$273,400,  $298,172,  $269,222  and  $263,533, respectively.  Salaries  are
subject  in  each  case  to annual adjustment  at  the  discretion  of  the
Compensation Committee of  the  Board  of  Directors  of  the Company.  The
Employment Agreements entitle each executive to participate  in  all  other
incentive  compensation  plans  established  for  executive officers of the
Company.  The Company may terminate each Employment  Agreement  for "cause"
or a "disability" (as such terms are defined in the Employment Agreements).
Specifically,  if  any  of  Messrs.  Boots, Kratochvil, Beeler and Sims  is
terminated  by  Berry  Plastics without ``cause''  or  resigns  for  ``good
reason'' (as such terms  are  defined  in  the Employment Agreements), that
individual is entitled to: (1) the greater of  (a)  base  salary  until the
later  of (i) July 22, 2004 or (ii) one year after termination or (b)  1/12
of 1 year's  base  salary for each year of employment up to 30 years (up to
24 years for Sims) by  Berry  Plastics or a predecessor in interest and (2)
the pro rata portion of his annual  bonus.   If  Mr. Herdrich is terminated
without ``cause'' or by Berry Plastics at the end  of  the  employment term
(which is December 31, 2003), he is entitled to: (1) one-year's base salary
and  (2) a pro rata portion of his annual bonus. Each Employment  Agreement
also includes  customary  noncompetition, nondisclosure and nonsolicitation
provisions.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

  The Company established the  Compensation  Committee comprised of Messrs.
Gleberman, Boots, Behrens, and Londal.  The annual salary and bonus paid to
Messrs. Boots, Kratochvil, Beeler, Herdrich and  Sims  for fiscal 2002 were
determined   by  the  Compensation  Committee  in  accordance  with   their
respective employment  agreements.   All  other compensation decisions with
respect  to  officers of the Company are made  by  Mr.  Boots  pursuant  to
policies established in consultation with the Compensation Committee.


                                   -31-



<PAGE>



  Messrs. Gleberman  and  Londal  are  both  Managing Directors of Goldman,
Sachs & Co.  Goldman, Sachs & Co. provided advisory  and  other services to
us in connection with the Merger and acted as an initial purchaser  in  the
offering   of   the  2002  Notes.  Goldman,  Sachs  Credit  Partners,  L.P.
participated in and  acted  as  joint  lead  arranger, joint bookrunner and
administrative agent for our Credit Facility.   Mr. Behrens is a partner of
J.P. Morgan Partners, LLC, which is the private equity  investment  arm  of
J.P.  Morgan  Chase  &  Co.   Various  affiliates  of  J.P. Morgan provided
advisory and other services to us in connection with the  Merger  and acted
as  a  dealer-manager  in  connection  with the related debt tender offers,
acted  as  an  initial purchaser in the offering  of  the  2002  Notes  and
participated in  and  acted  as joint lead arranger, joint bookrunner and a
syndication agent for our Credit  Facility.   See  the section of this Form
10-K  titled  "Certain  Relationships  and  Related  Transactions"   for  a
description  of  these  transactions  between  us and various affiliates of
Goldman Sachs and J.P. Morgan.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

STOCK OWNERSHIP

  All of the outstanding capital stock of the Company  is owned by Holding.
The following table sets forth certain information regarding the beneficial
ownership of the capital stock of Holding as of March 14, 2003 with respect
to (i) each person known by Holding to own beneficially more than 5% of the
outstanding shares of any class of its voting capital stock,  (ii)  each of
Holding's  directors,  (iii)  the  Named  Executive  Officers  and (iv) all
directors and executive officers of Holding as a group. Except as otherwise
indicated,  each  of the stockholders has sole voting and investment  power
with respect to the shares beneficially owned.  Unless otherwise indicated,
the address for each  stockholder  is  c/o  Berry Plastics Corporation, 101
Oakley Street, Evansville, Indiana 47710.


<TABLE>
<CAPTION>

                                                                                     PERCENTAGE
                                                                                         OF
                  NAME AND ADDRESS OF                                               COMMON STOCK
                   BENEFICIAL OWNER                                COMMON STOCK     OUTSTANDING*
--------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>
GS Capital Partners 2000, L.P. (2)                                    960,705            33.9%
GS Capital Partners 2000 Offshore, L.P. (2)                           349,083            12.3
GS Capital Partners 2000 GmbH & Co. Beteiligungs KG (2)                40,155             1.4
GS Capital Partners 2000 Employee Fund, L.P. (2)                      305,057            10.8
Stone Street 2000, L.P. (2)                                            30,000             1.1
Bridge Street Special  Opportunities Fund 2000, L.P. (2)               15,000               -
Goldman Sachs Direct Investment Fund 2000, L.P. (2)                    50,000             1.8
J.P. Morgan Partners Global Investors, L.P. (3)                        99,057             3.5
J.P. Morgan Partners Global Investors (Cayman), L.P. (3)               50,277             1.8
J.P. Morgan Partners Global Investors (Cayman) II,                      5,603               -
L.P. (3)
J.P. Morgan Partners Global Investors A, L.P. (3)                      13,503               -
J.P. Morgan Partners (BHCA), L.P. (3)                                 625,112            22.1
Joseph H. Gleberman (4)                                             1,750,000            61.8
Christopher C. Behrens (5)                                            793,552            28.0
Patrick J. Dalton (6)                                               1,750,000            61.8
Douglas F. Londal (7)                                               1,750,000            61.8
Mathew J. Lori (8)                                                          -              -
Ira G. Boots                                                           59,451(9)          2.1
James M. Kratochvil                                                    35,184(10)         1.2
R. Brent Beeler                                                        35,454(11)         1.3
William J. Herdrich                                                    23,755(12)           -
Bruce J. Sims                                                          20,264(13)           -
All executive officers and directors as a group (10 persons)        2,717,660(14)        96.0
</TABLE>

*  The number of shares outstanding used in calculating the percentage for
   each person, group or entity listed includes the number of shares
   underlying options held by such person or group that were exercisable or
   convertible within 60 days from March 14, 2003, but excludes shares of
   stock underlying options held by any other person.
-  Less than one percent.
(1) The authorized capital stock of Holding consists of 5,500,000 shares of
   capital stock, including 5,000,000 shares of Common Stock, $.01 par value
  (the "Holding Common Stock"), and 500,000 shares of Preferred Stock, $.01
   par value (the "Preferred Stock").
(2)Address is c/o Goldman, Sachs & Co., 85 Broad Street,  New  York,  New
   York, 10004.
(3)Address  is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas,
   New York, New York 10020.
(4)Address is  c/o  Goldman,  Sachs  & Co., 85 Broad Street, New York, New
   York, 10004.  Represents shares owned  by  equity  funds  affiliated with
   Goldman,  Sachs & Co.  Mr. Gleberman is a Managing Director  of  Goldman,
   Sachs & Co.   Mr.  Gleberman  disclaims  any  beneficial ownership of the
   shares  of  Holding  Common  Stock held by equity funds  affiliated  with
   Goldman, Sachs & Co.
(5)Address is c/o J.P. Morgan Partners,  LLC, 1221 Avenue of the Americas,
   New  York,  New  York 10020.  Represents shares  owned  by  equity  funds
   affiliated with  J.P.  Morgan  Chase & Co.  Mr. Behrens is a Partner with
   of J.P. Morgan Partners, which is  the  private  equity investment arm of
   J.P. Morgan Chase & Co.  Mr. Behrens disclaims any  beneficial  ownership
   of  the  shares  of  Holding Common Stock held by equity funds affiliated
   with J.P. Morgan Chase & Co.


                                   -32-


<PAGE>


(6) Address is c/o Goldman,  Sachs  &  Co.,  85 Broad Street, New York, New
    York, 10004.  Represents shares owned by equity  funds  affiliated with
    Goldman, Sachs & Co.  Mr. Dalton is a Vice President of Goldman,  Sachs
    &  Co.  Mr. Dalton disclaims any beneficial ownership of the shares  of
    Holding  Common  Stock  held  by  equity funds affiliated with Goldman,
    Sachs & Co.
(7) Address is c/o Goldman, Sachs & Co.,  85  Broad  Street,  New York, New
    York,  10004.  Represents shares owned by equity funds affiliated  with
    Goldman,  Sachs  &  Co.   Mr. Londal is a Managing Director of Goldman,
    Sachs  & Co.  Mr. Londal disclaims  any  beneficial  ownership  of  the
    shares of  Holding  Common  Stock  held by equity funds affiliated with
    Goldman, Sachs & Co.
(8) Address is c/o J.P. Morgan Partners,  LLC, 1221 Avenue of the Americas,
    New York, New York 10020.
(9) Includes options to purchase 21,666 shares  of  Holding  Common  Stock
    granted to Mr. Boots, exercisable within 60 days of March 14, 2003.
(10)Includes  options  to  purchase  13,227 shares of Holding Common Stock
    granted to Mr. Kratochvil, exercisable within 60 days of March 14, 2003.
(11)Includes options to purchase 13,246  shares  of  Holding  Common Stock
    granted to Mr. Beeler, exercisable within 60 days of March 14, 2003.
(12)Includes  options  to  purchase 8,351 shares of Holding Common  Stock
    granted to Mr. Herdrich, exercisable within 60 days of March 14, 2003.
(13)Includes options to purchase  6,248  shares  of  Holding  Common Stock
    granted to Mr. Sims, exercisable within 60 days of March 14, 2003.
(14)Includes  options  to purchase 62,738 shares of Holding Common  Stock
    granted to Executive Officers,  exercisable  within  60 days of March 14,
    2003.

EQUITY COMPENSATION PLAN INFORMATION

  The  following  table  provides  information  as  of  December  28,  2002
regarding  shares of common stock of Holding that may be issued  under  our
existing equity  compensation  plans, including the BPC Holding Corporation
2002 Stock Option Plan (the "2002  Stock  Option Plan") and the BPC Holding
Corporation  Key  Employee  Equity Investment  Plan  (the  "Employee  Stock
Purchase Plan").

<TABLE>
<CAPTION>
Plan category                   Number of securities          Weighted Average          Number of securities remaining
                                 to be issued upon            exercise price of       available for future issuance under
                               exercise of outstanding        outstanding options,    equity compensation plan (excluding
Plan category                 options, warrants and rights    warrants and rights     securities referenced in column (a))
---------------------------   ----------------------------    ---------------------  -------------------------------------
<S>                 <C>                             <C>                        <C>
                                        (a)                           (b)                        (c)
 Equity compensation plans
 approved by security holders (1)                -                             -                                 -

 Equity compensation plans
 not approved by security holders (2)      395,137 (3)                       100                            42,429
                                           -----------                                                     -------
     Total                                 395,137                           100                            42,429
</TABLE>

(1) Does not include outstanding  options  to  acquire 150,536 shares, at a
   weighted-average exercise price of $50.29 per  share,  that were assumed
   in connection with the Merger under the Amended and Restated BPC Holding
   Corporation 1996 Stock Option Plan (the "1996 Plan").  No future options
   may be granted under the 1996 Plan.
(2) Consists of the 2002 Stock Option Plan and the Employee  Stock Purchase
   Plan.   Our  Board  adopted the 2002 Stock Option Plan and the  Employee
   Stock Purchase Plan in  August  of  2002  and  we  are  currently in the
   process of seeking approval of these plans by our stockholders.
(3) Does not include shares of Holding Common Stock already purchased under
   the Employee Stock Purchase Plan as such shares are already reflected in
   the Company's outstanding shares.

1996 STOCK OPTION PLAN

  BPC  Holding  currently  maintains  the Amended and Restated BPC  Holding
Corporation 1996 Stock Option Plan (``1996 Option Plan'') pursuant to which
nonqualified  options  to purchase 150,536  shares  are  outstanding.   All
outstanding options under  the  1996 Option Plan are scheduled to expire on
or before July 22, 2012 and no additional options will be granted under it.
Option agreements issued pursuant to the 1996 Option Plan generally provide
that options become vested and exercisable  at a rate of 10% per year based
on continued service.  Additional options also  vest  in years during which
certain  financial  targets  are  attained.   Notwithstanding  the  vesting
provisions in the option agreements, all options  that  were  scheduled  to
vest  prior  to December 31, 2002 accelerated and became vested immediately
before the Merger.




                                   -33-



<PAGE>


2002 STOCK OPTION PLAN

  BPC Holding  has  adopted  a new employee stock option plan (``2002 Stock
Option Plan'') pursuant to which options to acquire up to 437,566 shares of
BPC Holding's common stock may  be  granted to its employees, directors and
consultants.  Options granted under the 2002 Stock Option Plan will have an
exercise price per share that either  (1) is fixed at the fair market value
of a share of common stock on the date  of  grant  or  (2) commences at the
fair  market  value  of a share of common stock on the date  of  grant  and
increases at the rate  of 15% per year during the term.  Generally, options
will  have  a  ten-year  term,  subject  to  earlier  expiration  upon  the
termination  of  the optionholder's  employment  and  other  events.   Some
options granted under  the  plan  will become vested and exercisable over a
five-year  period  based on continued  service  with  BPC  Holding.   Other
options will become  vested and exercisable based on the achievement by BPC
Holding of certain financial  targets, or if such targets are not achieved,
based on continued service with  BPC  Holding.  Upon a change in control of
BPC  Holding, the vesting schedule with  respect  to  certain  options  may
accelerate for a portion of the shares subject to such options.

EMPLOYEE STOCK PURCHASE PLAN

  BPC  Holding  has  adopted an employee stock purchase program pursuant to
which a number of employees had the opportunity to invest in BPC Holding on
a leveraged basis (certain  senior  employees  also purchased shares of BPC
Holding common stock in connection with the Merger  - see Item 13. "Certain
Relationships  and  Related  Transactions - Loans to Executive  Officers").
Each eligible employee was permitted  to  purchase  shares  of  BPC Holding
common stock having an aggregate value of up to the greater of (1)  150% of
the  value  attributable  to  shares  of  BPC Holding held by such employee
immediately prior to the Merger or (2) $60,000.  Employees participating in
this program were permitted to finance two-thirds  of  their  purchases  of
shares  of  BPC  Holding  common  stock under the program with a promissory
note.  In the event that an employee  defaults on a promissory note used to
purchase such shares, BPC Holding's only  recourse  is to the shares of BPC
Holding  securing  the  note.   In  this  manner, the remaining  management
acquired 41,628 shares in the aggregate.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANAGEMENT AGREEMENT WITH FIRST ATLANTIC

  Prior to the Merger, Atlantic Equity Partners  International II, L.P. was
our largest voting stockholder and we engaged First  Atlantic Capital, Ltd.
to  provide  certain financial and management consulting  services  to  us.
Under our management agreement with First Atlantic, First Atlantic provided
us with financial  advisory  and management consulting services in exchange
for an annual fee of $750,000 and reimbursement for out-of-pocket costs and
expenses.  In consideration of  such  services, we paid First Atlantic fees
and expenses of approximately $385,000 for fiscal 2002, $756,000 for fiscal
2001, and $821,000 for fiscal 2000.  Under  the  management  agreement,  we
paid  a  fee  for services rendered in connection with certain transactions
equal to the lesser  of  (1)  1%  of  the  total  transaction value and (2)
$1,250,000 for any such transaction consummated plus out-of-pocket expenses
in respect of such transaction, whether or not consummated.  First Atlantic
received  advisory  fees  of  approximately  $580,000  in   May   2000  for
originating, structuring and negotiating the Poly-Seal acquisition.   First
Atlantic received advisory fees of approximately $139,000 in March 2001 and
$250,000  in  June  2001  for  originating, structuring and negotiating the
Capsol and Pescor acquisitions, respectively.

THE MERGER

  On  July 22, 2002, GS Berry Acquisition  Corp.,  (the  "Buyer")  a  newly
formed  entity  controlled  by various private equity funds affiliated with
Goldman, Sachs & Co., merged  (the   "Merger")  with  and into BPC Holding,
pursuant to an agreement and plan of merger, dated as of  May 25, 2002.  At
the  effective time of the Merger, (1) each share of common  stock  of  BPC
Holding  issued  and outstanding immediately prior to the effective time of
the Merger was converted  into  the  right  to receive cash pursuant to the
terms of the merger agreement, and (2) each share  of  common  stock of the
Buyer issued and outstanding immediately prior to the effective time of the
Merger  was  converted  into  one  share  of  common  stock of BPC Holding.
Additionally,  in  connection  with  the  Merger,  we retired  all  of  BPC
Holding's  senior  secured  notes  and Berry Plastics' senior  subordinated
notes, repaid all amounts owed under our credit facilities, redeemed all of
the outstanding preferred stock of BPC  Holding,  entered into a new credit
facility  and  completed  an offering of new senior subordinated  notes  of
Berry Plastics. As a result  of the Merger, private equity funds affiliated
with Goldman Sachs own approximately 63% of the outstanding common stock of
BPC Holding, private equity funds  affiliated  with J.P. Morgan Chase & Co.
own approximately 29% and members of our management own the remaining 8%.


                                   -34-



<PAGE>


  ADVISORY FEES.  In connection with the Merger,  we paid Goldman Sachs and
its  affiliates a total of $8.0 million for advisory  and  other  services,
J.P. Morgan  Securities  Inc.,  an  affiliate of J.P. Morgan Chase & Co., a
total of $5.2 million for advisory and  other  services  and First Atlantic
Capital, Ltd., a total of $1.8 million for advisory and other services.

  SENIOR SUBORDINATED DEBT PURCHASES.  In connection with the Merger, Berry
Plastics  sold  $250  million  of  10  3/4 % senior subordinated  notes  to
various private institutional buyers.   Goldman Sachs and J.P. Morgan acted
as  jOINT BOOK-RUNNING MANAGERS IN THE TRANSACTION  AND  RECEIVED  FEES  OF
APPROXIMATELY  $4.4  MILLION  AND  $3.2 MILLION, RESPECTIVELY, FOR SERVICES
PERFORMED.

  TENDER OFFER FEES.  Prior to the Merger,  BPC  Holding and Berry Plastics
engaged  in  tender  offer  and  consent  solicitations  to  acquire  their
outstanding  senior  secured and senior subordinated  notes,  respectively.
J.P. Morgan Securities,  Inc.  acted as a dealer-manager in connection with
these  tender offer and consent solicitations  for  consideration  of  $0.1
million.

  CREDIT FACILITY.  In connection with the Merger, we entered into a senior
secured  credit  facility  with a syndicate of lenders led by Goldman Sachs
Credit Partners L.P., an affiliate  of  Goldman  Sachs,  as  administrative
agent.  The credit facility is comprised of (1) a $330.0 million term loan,
(2)  a  $50.0  million  delayed  draw term loan facility, and (3) a  $100.0
million revolving credit facility.   Borrowings  under  the credit facility
bear interest, at our option, at either (1) the base rate,  which is a rate
per  annum  equal  to  the greater of the prime rate and the federal  funds
effective rate in effect  on  the  date of determination plus 0.5% plus the
applicable margin or (2) an adjusted  Eurodollar rate which is equal to the
rate  for Eurodollar deposits plus the applicable  margin.   For  the  term
loan, the  applicable  margin is 3.0%.  For Eurodollar rate loans under the
delayed draw term loan facility  and  the  revolving  credit  facility, the
applicable  margin  is  initially  2.75% per annum.  After the end  of  the
quarter ending March 30, 2003, the applicable  margin  for  Eurodollar rate
loans will range from 2.75% per annum to 2.00% per annum, depending  on our
leverage ratio.  The applicable margin with respect to base rate loans will
always  be  1.00%  per annum less than the applicable margin for Eurodollar
rate loans.  Goldman  Sachs  Credit Partners, L.P., an affiliate of Goldman
Sachs, acted as the administrative  agent,  joint  lead  arranger and joint
bookrunner  for  the credit facility and received fees of $3.6  million  in
July 2002 for services  provided.   JP  Morgan  Chase Bank, an affiliate of
J.P. Morgan, acted as the joint lead arranger and  joint bookrunner for the
credit  facility  for  consideration  of approximately $3.6.  million.   In
October 2002, we entered into an interest  rate swap agreement with Goldman
Sachs Capital Markets, L.P., which applies to  $50.0  million  of  the term
loans  and  protects  both  parties against fluctuations in interest rates.
Under the interest rate swap agreement, the Eurodollar rate with respect to
$50.0 million of the outstanding principal amount of the term loan will not
exceed 6.75% or drop below 1.97%.

STOCKHOLDERS AGREEMENT WITH MAJOR STOCKHOLDERS

  In connection with the Merger,  BPC  Holding entered into a stockholders'
agreement with GSCP 2000 and other private  equity  funds  affiliated  with
Goldman,  Sachs  & Co. that, in the aggregate, own a majority of our common
stock and J.P. Morgan  Partners (BHCA), L.P. and other private equity funds
affiliated with J.P. Morgan  Chase  &  Co.  that,  in  the  aggregate,  own
approximately  29% of our common stock.  Under the terms of this agreement,
among other things:   (1)  the  parties  have  agreed  to elect individuals
designated by the Goldman Sachs and J.P. Morgan funds to  BPC Holding's and
Berry Plastics' boards of directors; (2) the Goldman Sachs  and J.P. Morgan
funds have the right to subscribe for a proportional share of future equity
issuances  by  BPC Holding; (3) after July 29, 2009, the J.P. Morgan  funds
have the right to demand that BPC Holding cause the initial public offering
of its common stock,  if  such an offering or other sale of BPC Holding has
not occurred by such time;  and  (4)  BPC  Holding  has  agreed not to take
specified  actions,  including,  making  certain amendments to  either  the
certificate  of  incorporation  or the by-laws  of  BPC  Holding,  changing
independent accountants, or entering  into  certain affiliate transactions,
without the approval of a majority of its board  of directors, including at
least one director designated by the J.P. Morgan funds.   The  stockholders
agreement also contains provisions regarding transfer restrictions,  rights
of  first  offer,  tag-along  rights  and  drag-along rights related to the
shares of BPC Holding common stock owned by  the  Goldman  Sachs  and  J.P.
Morgan funds.


                                   -35-



<PAGE>



STOCKHOLDERS AGREEMENT WITH MANAGEMENT

  In   connection  with  the  Merger,  BPC  Holding  also  entered  into  a
stockholders  agreement  with  certain members of BPC Holding's management.
The stockholders agreement grants  certain  rights  to, and imposes certain
obligations on, the management stockholders who are party to the agreement,
including: (1) restrictions on transfer of BPC Holding's  common stock; (2)
obligations  to consent to a merger or consolidation of BPC  Holding  or  a
sale of BPC Holding's assets or common stock; (3) obligations to sell their
shares of BPC  Holding  common  stock  back  to  BPC  Holding  in specified
circumstances  in connection with the termination of their employment  with
BPC Holding; (4)  rights  of  first  offer, (5) tag-along rights, (6) drag-
along rights, (7) preemptive rights and (8) registration rights.

LOANS TO EXECUTIVE OFFICERS

  In  connection  with  the  Merger,  Messrs.  Boots,  Kratochvil,  Beeler,
Herdrich and Sims together with certain  other  senior  employees  acquired
shares  of  BPC Holding common stock pursuant to an employee stock purchase
program.  These employees paid for these shares with any combination of (1)
shares of BPC  Holding common stock that they held prior to the Merger; (2)
their cash transaction  bonus,  if any; and (3) a promissory note.  In this
manner, the senior employees acquired  182,699  shares  in  the  aggregate.
Messrs.  Boots,  Kratochvil,  Beeler,  Herdrich  and Sims purchased 37,785,
21,957,  22,208,  15,404,  and 14,016 shares of BPC Holding  common  stock,
respectively pursuant to this program.  In connection with these purchases,
Messrs. Boots, Kratochvil, Beeler,  Herdrich  and  Sims  delivered ten-year
promissory  notes  to  BPC Holding in the principal amounts of  $2,518,500,
$1,302,900,  $1,313,400,   $1,027,000   and  $915,900,  respectively.   The
promissory notes are secured by the shares  purchased and such notes accrue
interest which compounds semi-annually at the  rate  of 5.50% per year, the
applicable  federal  rate  for  the  notes  in  effect  on July  16,  2002.
Principal  and all accrued interest is due and payable on  the  earlier  to
occur of (i) the end of the ten-year term, (ii) the ninetieth day following
such executive's  termination  of  employment  due  to death, "disability",
"redundancy" (as such terms are defined in the 2002 Stock  Option  Plan) or
retirement,   or   (iii)  the  thirtieth  day  following  such  executive's
termination of employment  for  any  other reason.  As of March 14, 2003, a
total  of  $2,610,661,  $1,349,982, $1,360,862,  $1,064,112  and  $948,997,
including  principal  and  accrued  interest,  was  outstanding  under  the
promissory notes for each of  Messrs.  Boots,  Kratochvil, Beeler, Herdrich
and Sims, respectively.

FUTURE RELATIONSHIPS WITH GOLDMAN SACHS AND J.P. MORGAN

  In the future, we may engage in commercial banking, investment banking or
other financial advisory transactions with Goldman Sachs and its affiliates
or  J.P. Morgan and its affiliates.  In addition,  Goldman  Sachs  and  its
affiliates  or  J.P.  Morgan  and  its  affiliates  may  purchase goods and
services from us from time to time in the future.

TAX SHARING AGREEMENT

  For  federal  income  tax  purposes,  Berry  Plastics  and  its  domestic
subsidiaries are included in the affiliated group of which Holding  is  the
common parent and as a result, the federal taxable income and loss of Berry
Plastics  and  its  subsidiaries  is included in the group consolidated tax
return  filed  by Holding.  In April  1994,  Holding,  Berry  Plastics  and
certain of its subsidiaries entered into a tax sharing agreement, which was
amended and restated  in  March  2001 (the "Tax Sharing Agreement").  Under
the Tax Sharing Agreement, for fiscal 1994 and all taxable years thereafter
for which the Tax Sharing Agreement  remains  in effect, Berry Plastics and
its subsidiaries as a consolidated group are required to pay at the request
of Holding an amount equal to the taxes (plus any  accrued  interest)  that
they  would  otherwise  have  to pay if they were to file separate federal,
state or local income tax returns  (including  any amounts determined to be
due as a result of a redetermination arising from  an audit or otherwise of
a tax liability which is attributable to them).  If  Berry Plastics and its
subsidiaries  would  have  been  entitled to a tax refund  for  taxes  paid
previously on the basis computed as  if they were to file separate returns,
then under the Tax Sharing Agreement,  Holding  is  required  to pay at the
request of Berry Plastics and its subsidiaries an amount equal  to such tax
refund.   If,  however,  Berry  Plastics  and  its  subsidiaries would have
reported  a  tax loss if they were to file separate returns,  then  Holding
intends, but is  not  obligated  under the Tax Sharing Agreement, to pay to
Berry Plastics and its subsidiaries an amount equal to the tax benefit that
is realized by Holding as a result  of  such  separate loss.  Under the Tax
Sharing Agreement any such payments to be made by Holding to Berry Plastics
or any of its subsidiaries on account of a tax  loss  are  within  the sole
discretion  of  Holding.  Berry Plastics and its subsidiaries made payments
of $8.5 million each  to  Holding in December 2001 and June 2002 under this
tax sharing agreement.




                                   -36-



<PAGE>


ITEM 14.    CONTROLS AND PROCEDURES

  (a) Evaluation of disclosure controls and procedures.

     As required by new Rule  13a-15  under  the Securities Exchange Act of
     1934, within the 90 days prior to the date  of this report, we carried
     out an evaluation under the supervision and with  the participation of
     our management team, including our Chief Executive  Officer  and Chief
     Financial Officer, of the effectiveness of the design and operation of
     our  disclosure  controls and procedures.  Based upon that evaluation,
     the Chief Executive Officer and Chief Financial Officer concluded that
     our disclosure controls  and  procedures  are effective to ensure that
     information required to be disclosed by us  in  the reports we file or
     submit under the Exchange Act is recorded, processed,  summarized  and
     reported,  within  the  time  periods  specified in the Securities and
     Exchange Commission's rules and forms.   In  connection  with  the new
     rules,  we  currently  are  in  the  process  of further reviewing and
     documenting  our  disclosure  controls and procedures,  including  our
     internal controls and procedures for financial reporting, and may from
     time to time make changes aimed  at  enhancing their effectiveness and
     to ensure that our systems evolve with our business.

  (b)     Changes in internal controls.

     None



                                   -37-



<PAGE>


                                  PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

          (a) Documents Filed as Part of the Report

                1. FINANCIAL STATEMENTS

              The financial statements listed under Item 8 are filed as
          part of this report.

                2. FINANCIAL STATEMENT SCHEDULES

              The financial statement schedule listed under Item 8 is filed
          as part of this report.

        Schedules other than the above have been omitted because they are
      either not applicable or the required information has been disclosed
      in the financial statements or notes thereto.

                3. EXHIBITS

                  The exhibits listed on the accompanying Exhibit Index are
               filed as part of this report.

          (b) Reports on Form 8-K

          None.



                                   -38-


<PAGE>


                      REPORT OF INDEPENDENT AUDITORS

The Stockholders and Board of Directors
BPC Holding Corporation

We have audited the accompanying consolidated balance sheets of BPC Holding
Corporation (Holding) as of December 28, 2002  (Company),  and December 29,
2001 (Predecessor), and the related consolidated statements  of operations,
changes  in  stockholders' equity (deficit) and cash flows for the  periods
from July 22,  2002  to  December  28, 2002 (Company), December 30, 2001 to
July 21, 2002 (Predecessor), and each  of the two years in the period ended
December 29, 2001 (Predecessor).  Our audits  also  included  the financial
statement  schedule  listed  in  the  Index at Item 15(a).  These financial
statements  and schedule are the responsibility  of  Holding's  management.
Our responsibility  is  to express an opinion on these financial statements
and schedule 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  consolidated  financial statements referred to above
present  fairly,  in  all  material respects,  the  consolidated  financial
position of BPC Holding Corporation  at  December 28, 2002 and December 29,
2001, and the consolidated results of its operations and its cash flows for
the periods from July 22, 2002 to December  28,  2002, December 30, 2001 to
July 21, 2002, and each of the two years in the period  ended  December 29,
2001,  in conformity with accounting principles generally accepted  in  the
United States.   Also,  in  our  opinion,  the  related financial statement
schedule, when considered in relation to the basic  consolidated  financial
statements  taken  as a whole, present fairly in all material respects  the
information set forth therein.

As discussed in Note  2  to  the  consolidated  financial  statements,  the
Company  adopted  Statement  of  Financial  Accounting  Standards  No.  142
"Goodwill and Other Intangible Assets" on December 30, 2001.




                                        /S/ ERNST & YOUNG LLP



Indianapolis, Indiana
February 14, 2003



                                    F-1



<PAGE>



                           BPC HOLDING CORPORATION
                         CONSOLIDATED BALANCE SHEETS
           (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE INFORMATION)

<TABLE>
<CAPTION>
                                                             COMPANY       PREDECESSOR
                                                         --------------- ---------------
<S>                                                         <C>           <C>
                                                           DECEMBER 28,    DECEMBER 29,
                                                              2002            2001
                                                         --------------- ---------------
ASSETS
Current assets:
    Cash and cash equivalents                               $  15,613       $   1,232
    Accounts receivable (less allowance for
      doubtful accounts of $1,990 at December 28, 2002         56,765          48,623
      and $2,070 at December 29, 2001)
    Inventories:
      Finished goods                                           50,002          43,048
      Raw materials and supplies                               14,730          13,009
                                                         --------------- ---------------
                                                               64,732          56,057
    Prepaid expenses and other current assets                   7,018           5,280
                                                         --------------- ---------------
Total current assets                                          144,128         111,192

Property and equipment:
    Land                                                        7,040           9,443
    Buildings and improvements                                 49,966          72,722
    Machinery, equipment and tooling                          139,486         201,357
    Construction in progress                                   12,232          22,647
                                                         --------------- ---------------
                                                              208,724         306,169
    Less accumulated depreciation                              15,592         102,952
                                                         --------------- ---------------
                                                              193,132         203,217
Intangible assets:
    Deferred financing fees, net                               20,116           8,475
    Customer relationships, net                                33,890               -
    Goodwill, net                                             336,260         119,923
    Trademarks                                                 27,048               -
    Other intangibles, net                                      5,883           1,955
                                                         --------------- ---------------
                                                              423,197         130,353

Other                                                             119           2,114
                                                         --------------- ---------------
Total assets                                                $ 760,576       $ 446,876
                                                         =============== ===============
</TABLE>



                                    F-2


<PAGE>



                  CONSOLIDATED BALANCE SHEETS (CONTINUED)





<TABLE>
<CAPTION>
                                                             COMPANY       PREDECESSOR
                                                         --------------- ---------------
<S>                                                         <C>           <C>
                                                           DECEMBER 28,    DECEMBER 29,
                                                              2002            2001
                                                         --------------- ---------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Accounts payable                                        $  31,204        $  34,862
    Accrued expenses and other liabilities                      9,926            8,955
    Accrued interest                                           14,239            7,964
    Employee compensation and payroll taxes                    15,917           17,792
    Current portion of long-term debt                           8,641           22,292
                                                         --------------- ---------------
Total current liabilities                                      79,927           91,865

    Long-term debt, less current portion                      601,302          463,589
    Accrued dividends on preferred stock                            -           27,446
    Deferred income taxes                                         640              489
    Other liabilities                                           3,544            3,088
                                                         --------------- ---------------
    Total liabilities                                         685,413          586,477

Stockholders' equity (deficit):
    Preferred stock (Predecessor)                                   -           47,789
    Common stock (Predecessor)                                      -                6
    Treasury stock (Predecessor)                                    -             (405)
    Warrants (Predecessor)                                          -            9,386
    Preferred stock; $.01 par value: 500,000 shares
      authorized; 0 shares issued and outstanding                   -                -
    Common Stock; $.01 par value: 5,000,000 shares
      authorized; 2,767,879 shares issued and
      outstanding                                                  28                -
    Additional paid-in capital                                281,816           25,315
    Adjustment of the carryover basis of continuing
    stockholders                                             (196,603)               -
    Notes receivable - common stock                           (14,399)               -
    Retained earnings (deficit)                                 3,179         (220,263)
    Accumulated other comprehensive income (loss)               1,142           (1,429)
                                                         --------------- ---------------
Total stockholders' equity (deficit)                           75,163         (139,601)
                                                         --------------- ---------------
Total liabilities and stockholders' equity (deficit)        $ 760,576       $  446,876
                                                         =============== ===============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




                                    F-3



<PAGE>

                                       BPC HOLDING CORPORATION
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                          COMPANY                           PREDECESSOR
                                      ----------------   ------------------------------------------------
                                        PERIOD FROM       PERIOD FROM         YEAR ENDED      YEAR ENDED
                                          7/22/02-          12/30/01-        DECEMBER 29,    DECEMBER 30,
                                         12/28/02            7/21/02             2001           2000
                                      ----------------  ----------------   --------------  --------------
<S>                                   <C>                <C>              <C>              <C>
Net sales                                 $213,626          $280,677            $461,659        $408,088
Cost of goods sold                         163,815           207,458             338,000         312,119
                                      ----------------  ----------------   --------------  --------------
Gross profit                                49,811            73,219             123,659          95,969

Operating expenses:
    Selling                                 10,129            12,080              21,996          21,630
    General and administrative               7,664            15,750              28,535          24,408
    Research and development                 1,450             1,438               1,948           2,606
    Amortization of intangibles              1,159             1,249              12,802          10,579
    Merger expenses (Predecessor)                -            20,987                   -               -
    Other expenses                           2,757             2,804               4,911           6,639
                                      ----------------  ----------------   --------------  --------------
Operating income                            26,652            18,911              53,467          30,107

Other expenses:
   Loss on disposal of property
    and equipment                                8               291                 473             877
                                      ----------------  ----------------   --------------  --------------
Income before interest and taxes            26,644            18,620              52,994          29,230

Interest:
   Expense                                 (20,887)          (28,747)            (54,397)        (51,553)
   Income                                      375                 5                  42              96
                                      ----------------  ----------------   --------------  --------------
Income (loss) before income taxes
 and extraordinary item                      6,132           (10,122)             (1,361)        (22,227)
Income taxes (benefit)                       2,953               345                 734            (142)
                                      ----------------  ----------------   --------------  --------------
Income (loss) before extraordinary item      3,179           (10,467)             (2,095)        (22,085)
Extraordinary item
 (less applicable
 income taxes of $0)                             -            25,328                   -           1,022
                                      ----------------  ----------------   --------------  --------------
Net income (loss)                            3,179           (35,795)             (2,095)        (23,107)

Preferred stock dividends                        -            (6,468)             (9,790)         (6,655)
Amortization of preferred
 stock discount                                  -              (574)             (1,024)           (768)
                                      ----------------  ----------------   --------------  --------------
Net income (loss)attributable to
 common stockholders                      $  3,179         $ (42,837)           $(12,909)       $(30,530)
                                      ================  ================   ==============  ==============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.



                                F-4


<PAGE>

                               BPC HOLDING CORPORATION
      CONSOLIDATED  STATEMENTS  OF  CHANGES  IN STOCKHOLDERS'  EQUITY (DEFICIT)
                              (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>


                                  COMMON        PREFERRED      TREASURY                          ADDITIONAL
                                  STOCK          STOCK           STOCK       WARRANTS    COMMON    PAID-IN
                               (PREDECESSOR)  (PREDECESSOR)  (PREDECESSOR) (PREDECESSOR) STOCK     CAPITAL
                               -------------  ------------ -------------- ------------ --------- ----------
<S>                           <C>      <C>       <C>      <C>      <C>     <C>       <C>          <C>
Balance at January 1, 2000             $6        $17,093       $(256)       $  3,511    $   -     $41,559
                               -------------  ------------ -------------- ------------ --------- ----------
Net loss                                -              -           -               -        -           -
Purchase treasury stock
 from management                        -              -        (149)              -        -           -
Translation loss                        -              -           -               -        -           -
Stock-based compensation                -              -           -               -        -         905
Issuance of preferred stock             -         25,000           -               -        -           -
Issuance of private warrants            -         (5,875)          -           5,875        -           -
Accrued dividends on
 preferred stock                        -              -           -               -        -      (6,655)
Amortization of preferred
 stock discount                         -            768           -               -        -        (768)
                               -------------  ------------ -------------- ------------ --------- ----------
Balance at December 30, 2000            6         36,986        (405)          9,386        -      35,041
                               -------------  ------------ -------------- ------------ --------- ----------

Net loss                                -              -           -               -        -           -
Translation loss                        -              -           -               -        -           -
Stock-based compensation                -              -           -               -        -         796
Issuance of preferred stock             -          9,779           -               -        -           -
Issuance of common stock                -              -           -               -        -         292
Accrued dividends on
 preferred stock                        -              -           -               -        -      (9,790)
Amortization of preferred
 stock discount                         -          1,024           -               -        -      (1,024)
                               -------------  ------------ -------------- ------------ --------- ----------
Balance at December 29, 2001            6         47,789        (405)          9,386        -      25,315
                               -------------  ------------ -------------- ------------ --------- ----------

Net loss                                -              -           -               -        -           -
Translation gain                        -              -           -               -        -           -
Amortization of preferred
 stock discount                         -            574           -               -        -        (574)
Accrued dividends on
 preferred stock                        -              -           -               -        -      (6,468)
Stock-based compensation                -              -           -               -        -       1,920
Redemption of predecessor
 stock                                 (6)       (48,363)        405          (9,386)       -     (20,193)
                               -------------  ------------ -------------- ------------ --------- ----------
Balance at July 21, 2002
 (Predecessor)                          -              -           -               -        -           -
                               -------------  ------------ -------------- ------------ --------- ----------

Fair value of rolled
 stock options                          -              -           -               -        -       5,056
Issuance of common stock                -              -           -               -       28     276,760
Notes receivable
 -common stock                          -              -           -               -        -           -
Interest on notes
 receivable                             -              -           -               -        -           -
Adjustment of the
 carryover basis of
 continuing stockholders                -              -           -               -        -           -
Translation gain                        -              -           -               -        -           -
Other comprehensive
 losses                                 -              -           -               -        -           -
Net income                              -              -           -               -        -           -
                              -------------  ------------ -------------- ------------ --------- ----------
Balance at December 28, 2002      $     -          $   -       $   -             $ -    $  28    $281,816
                              =============  ============ ============== ============ ========= ==========


                                 ADJUSTMENT
                                   OF THE        NOTES                   ACCUMULATED
                                 CARRYOVER    RECEIVABLE-    RETAINED      OTHER
                                 BASIS OF       COMMON       EARNINGS   COMPREHENSIVE             COMPREHENSIVE
                                 CONTINUING      STOCK       (DEFICIT)      LOSS         TOTAL        INCOME
                                STOCKHOLDERS                                                          (LOSS)
                               -------------- ----------- ------------  ------------   ---------- --------------
<S>                              <C>         <C>          <C>         <C>             <C>       <C>
Balance at January 1, 2000          $   -         $  -     $ (195,061)    $ (323)    $ (133,471)
                               -------------- ----------- ------------  ------------   ---------- --------------
Net loss                                -            -        (23,107)         -       (23,107)    $(23,107)
Purchase treasury stock
 from management                        -            -              -          -          (149)           -
Translation loss                        -            -              -       (520)         (520)        (520)
Stock-based compensation                -            -              -          -           905            -
Issuance of preferred stock             -            -              -          -        25,000            -
Issuance of private warrants            -            -              -          -             -            -
Accrued dividends on
 preferred stock                        -            -              -          -        (6,655)           -
Amortization of preferred
 stock discount                         -            -              -          -             -            -
                              -------------- ----------- ------------  ------------   ---------- --------------
Balance at December 30, 2000           -            -       (218,168)       (843)     (137,997)     (23,627)
                              -------------- ----------- ------------  ------------   ---------- ==============

Net loss                               -            -         (2,095)          -        (2,095)      (2,095)
Translation loss                       -            -              -        (586)         (586)        (586)
Stock-based compensation               -            -              -           -           796            -
Issuance of preferred stock            -            -              -           -         9,779            -
Issuance of common stock               -            -              -           -           292            -
Accrued dividends on
 preferred stock                       -            -              -           -        (9,790)           -
Amortization of preferred
 stock discount                        -            -              -           -             -            -
                              -------------- ----------- ------------  ------------   ---------- --------------
Balance at December 29, 2001           -            -       (220,263)     (1,429)     (139,601)      (2,681)
                              -------------- ----------- ------------  ------------   ---------- ==============

Net loss                              -             -        (35,795)          -       (35,795)     (35,795)
Translation gain                      -             -              -       1,429         1,429        1,429
Amortization of preferred
 stock discount                       -             -              -           -             -            -
Accrued dividends on
 preferred stock                      -             -              -           -        (6,468)           -
Stock-based compensation              -             -              -           -         1,920            -
Redemption of predecessor
 stock                                -             -        256,058           -       178,515            -
                             -------------- ----------- ------------  ------------   ---------- --------------
Balance at July 21, 2002
 (Predecessor)                        -             -              -           -             -      (34,366)
                             -------------- ----------- ------------  ------------   ---------- ==============

Fair value of rolled
 stock options                        -             -              -           -         5,056            -
Issuance of common stock              -             -              -           -       276,788            -
Notes receivable
 -common stock                        -       (14,079)             -           -       (14,079)           -
Interest on notes
 receivable                           -          (320)             -           -          (320)           -
Adjustment of the
 carryover basis of
 continuing stockholders       (196,603)            -              -           -      (196,603)           -
Translation gain                      -             -              -       2,091         2,091        2,091
Other comprehensive
 losses                               -             -              -        (949)         (949)        (949)
Net income                            -             -          3,179           -         3,179        3,179
                             -------------- ----------- ------------  ------------   ---------- --------------

Balance at December 28, 2002  $(196,603)     $(14,399)        $3,179     $ 1,142       $75,163      $ 4,321
                             ============== =========== ============  ============   ========== ==============


</TABLE>



SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.



                                    F-5


<PAGE>

                                             BPC HOLDING CORPORATION
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                           COMPANY                        PREDECESSOR
                                      -----------------  --------------------------------------------------
                                         PERIOD FROM       PERIOD FROM       YEAR ENDED      YEAR ENDED
                                           7/22/02-          12/30/01-       DECEMBER 29,    DECEMBER 30,
                                          12/28/02           7/21/02             2001            2000
                                      -----------------  --------------------------------------------------
<S>                                   <C>              <C>                   <C>              <C>
OPERATING ACTIVITIES
Net income (loss)                           $3,179          $(35,795)           $(2,095)       $(23,107)
Adjustments to reconcile net
 income (loss) to net cash
 provided by operating
 activities:
   Depreciation                             16,031            23,526             38,105          31,569
   Non-cash interest expense                 1,077             1,399             11,268          18,047
   Amortization of intangibles               1,159             1,249             12,802          10,579
   Non-cash compensation                         -             1,920                796             905
   Extinguishment of debt                        -            25,328                  -           1,022
   Loss on sale of property
    and equipment                                8               291                473             877
   Deferred income taxes                     2,710                 -                  -            (349)
   Changes in operating assets
    and liabilities:
       Accounts receivable, net              8,717           (15,986)            2,869          (1,475)
       Inventories                          (4,091)           (4,255)           (4,017)          7,383
       Prepaid expenses and
        other receivables                   (1,280)             (603)              (50)         (1,163)
       Other assets                           (354)            2,042            (2,000)              -
       Accounts payable and
        accrued expenses                   (11,108)           11,476            (3,803)         (8,182)
                                          ----------        ----------         ----------      ----------

Net cash provided by operating activities   16,048            10,592            54,348          36,106

INVESTING ACTIVITIES
Additions to property and equipment        (11,287)          (17,396)          (32,834)        (31,530)
Proceeds from disposal of property
 and equipment                                   8                 9                93           1,666
Transaction costs                          (12,398)                -                 -               -
Acquisitions of businesses                       -            (3,834)          (23,549)        (78,851)
                                          ----------        ----------         ----------      ----------
Net cash used for investing activities     (23,677)          (21,221)          (56,290)       (108,715)

FINANCING ACTIVITIES
Proceeds from long-term borrowings         580,000            24,492            15,606          80,032
Payments on long-term borrowings          (507,314)          (13,924)          (24,088)        (31,543)
Purchase of treasury stock
 from management                                 -                 -                 -            (149)
Proceeds from issuance of
 preferred stock and warrants                    -                 -             9,779          25,000
Proceeds from issuance of
 common stock                              260,902                 -               292               -
Redemption of predecessor stock           (290,672)                -                 -               -
Debt financing costs                       (21,103)                -            (1,009)         (1,303)
                                          ----------       ----------         ----------      ----------
Net cash provided by financing activities   21,813            10,568               580          72,037
Effect of exchange rate changes on cash      1,073              (815)              540              80
                                          ----------       ----------         ----------      ----------
Net increase (decrease) in cash
 and cash equivalents                       15,257              (876)             (822)           (492)
Cash and cash equivalents at
 beginning of period                           356             1,232             2,054           2,546
                                          ----------        ----------        ----------      ----------
Cash and cash equivalents at
 end of period                            $ 15,613            $  356           $ 1,232         $ 2,054
                                          ==========        ==========        ==========      ==========

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                    F-6


<PAGE>




                          BPC HOLDING CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (IN THOUSANDS OF DOLLARS, EXCEPT AS OTHERWISE NOTED)

NOTE 1.  ORGANIZATION

BPC Holding Corporation  ("Holding"), through its subsidiary Berry Plastics
Corporation ("Berry" or the  "Company")  and  its  subsidiaries  Berry Iowa
Corporation,   Berry   Tri-Plas   Corporation,  Aerocon,  Inc.,  PackerWare
Corporation, Berry Plastics Design Corporation, Venture Packaging, Inc. and
its  subsidiaries  Venture  Packaging  Midwest,  Inc.  and  Berry  Plastics
Technical Services, Inc., NIM  Holdings  Limited  and  its subsidiary Berry
Plastics U.K. Limited, Knight Plastics, Inc., CPI Holding  Corporation  and
its   subsidiary  Cardinal  Packaging,  Inc.,  Poly-Seal  Corporation,  CBP
Holdings, S.r.l. and its subsidiaries Capsol S.p.a. and Ociesse S.r.l., and
Pescor,  Inc.  manufactures  and markets plastic packaging products through
its  facilities located in Evansville,  Indiana;  Henderson,  Nevada;  Iowa
Falls,  Iowa;  Charlotte,  North  Carolina;  Suffolk,  Virginia;  Lawrence,
Kansas;   Monroeville,   Ohio;   Norwich,   England;  Woodstock,  Illinois;
Streetsboro, Ohio; Baltimore, Maryland; and Milan, Italy.

In connection with the acquisition of CPI Holding Corporation in July 1999,
the Company acquired manufacturing facilities  in  Ontario,  California and
Minneapolis, Minnesota.  The Ontario facility was closed in 1999,  and  all
production  was  removed  from  the  Minneapolis facility in 2000.  Also in
2000, the Company closed its manufacturing  facility in York, Pennsylvania.
In  2002,  the  Company closed its Fort Worth, Texas  facility,  which  was
acquired in connection with the acquisition of Pescor Plastics, Inc. in May
2001.  The business  from  these  closed  locations  has  been  distributed
throughout Berry's facilities.

Holding's  fiscal  year  is  a  52/53  week period ending generally on  the
Saturday closest to December 31.  All references  herein to "2002," "2001,"
and "2000," relate to the fiscal years ended December  28,  2002,  December
29, 2001, and December 30, 2000, respectively.  Due to the Merger (see Note
3),  fiscal  2002 consists of two separate periods of December 30, 2001  to
July 21, 2002  (Predecessor)  and  July  22,  2002  to  December  28,  2002
(Company).

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION AND BUSINESS

The  consolidated  financial statements include the accounts of Holding and
its subsidiaries, all of which are wholly owned.  Intercompany accounts and
transactions have been  eliminated  in consolidation.  Holding, through its
wholly owned subsidiaries, operates in three primary segments:  containers,
closures,  and  consumer products.  The  Company's  customers  are  located
principally throughout the United States, without significant concentration
in any one region  or  with any one customer. The Company performs periodic
credit evaluations of its customers' financial condition and generally does
not require collateral.

Purchases of various densities  of plastic resin used in the manufacture of
the Company's products aggregated  approximately  $113.0  million  in 2002.
Dow Chemical Corporation is the largest supplier (approximately 43%) of the
Company's  total resin material requirements.  The Company also uses  other
suppliers such  as Equistar, Atofina, Chevron, Basell, ExxonMobil, and Nova
to meet its resin requirements.

The Company is subject  to existing and potential federal, state, local and
foreign legislation designed to reduce solid waste in landfills.  While the
principal resins used by  the Company are recyclable and, therefore, reduce
the Company's exposure to legislation  promulgated to date, there can be no
assurance that future legislation or regulatory  initiatives would not have
a  material  adverse effect on the Company.  Legislation,  if  promulgated,
requiring plastics  to be degradable in landfills or to have minimum levels
of recycled content would  have  a  significant  impact  on  the  Company's
business  as would legislation providing for disposal fees or limiting  the
use of plastic products.

CASH AND CASH EQUIVALENTS

All highly  liquid investments with maturity of three months or less at the
date of purchase are considered to be cash equivalents.


                                    F-7


<PAGE>




ACCOUNTS RECEIVABLE

The allowance  for  doubtful  accounts is analyzed in detail on a quarterly
basis and all significant customers  with  delinquent balances are reviewed
to determine future collectibility.  The determinations  are based on legal
issues  (such  as bankruptcy status), past history, current  financial  and
credit agency reports,  and  the  experience of the credit representatives.
Reserves are established in the quarter  in  which  the  Company  makes the
determination  that  the  account  is  deemed  uncollectible.   The Company
maintains additional reserves based on its historical bad debt experience.

INVENTORIES

Inventories are valued at the lower of cost (first in, first out method) or
market.

PROPERTY AND EQUIPMENT

Property  and  equipment  are  stated  at  cost.   Depreciation is computed
primarily by the straight-line method over the estimated  useful  lives  of
the  assets  ranging from 15 to 25 years for buildings and improvements and
two  to 10 years  for  machinery,  equipment,  and  tooling.   Repairs  and
maintenance costs are charged to expense as incurred.

INTANGIBLE ASSETS

Deferred  financing fees are being amortized using the straight-line method
over the lives of the respective debt agreements.

Customer relationships  are  being amortized using the straight-line method
over the estimated life of the relationships of 20 years.

The costs in excess of net assets  acquired  represent  the excess purchase
price  over  the fair value of the net assets acquired in the  Merger  (see
Note 3 below).   These  costs are reviewed annually for impairment pursuant
to SFAS No. 142, Goodwill and Other Intangible Assets.

Trademarks are reviewed for impairment annually pursuant to SFAS No. 142.

Other intangibles, which  include  covenants not to compete and technology-
based intangibles, are being amortized  using the straight-line method over
the respective lives of the agreements or  estimated life of the technology
ranging from one to twenty years.

LONG-LIVED ASSETS

Holding  evaluates  long-lived  assets for impairment  whenever  events  or
changes in circumstances indicate  that  the carrying value of an asset may
not be recoverable based on expected undiscounted  cash flows attributed to
that  asset.  The amount of any impairment is measured  as  the  difference
between  the  carrying  value and the fair value of the impaired asset.  No
impairments were recorded during 2002, 2001, or 2000.

DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses an interest  rate  collar  to  manage  a  portion  of  its
interest  rate exposures.  The instrument was entered into to manage market
risk exposures  and is not used for trading purposes.  Management routinely
reviews the effectiveness  of  the  use  of  derivative  instruments.   The
Company  has  recognized  the interest rate collar at its fair value in the
consolidated balance sheets.

FOREIGN CURRENCY TRANSLATION

Assets  and liabilities of most  foreign  subsidiaries  are  translated  at
exchange  rates  in effect at the balance sheet date, and the statements of
operations are translated  at  the  average  monthly exchange rates for the
period.   Translation  gains  and losses are recorded  as  a  component  of
accumulated other comprehensive  income  (loss)  in  stockholders'  equity.
Foreign  currency  transaction  gains and losses are included in net income
(loss).


                                    F-8


<PAGE>




REVENUE RECOGNITION

Revenue from sales of products is recognized at the time product is shipped
to the customer, at which time title  and risk of ownership transfer to the
purchaser.

STOCK-BASED COMPENSATION

Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation," as amended by  SFAS  No.  148,  "Accounting  for
Stock-Based   Compensation   -   Transition  and  Disclosure,"  established
accounting and disclosure requirements  using  a fair-value-based method of
accounting for stock-based employee compensation  plans.   As  provided for
under SFAS 123, the Company accounts for stock-based compensation using the
intrinsic  value  method prescribed in Accounting Principles Board  Opinion
25, "Accounting for  Stock  Issued  to  Employees."   Compensation cost for
stock options, if any, is measured as the excess of the  fair  value of the
Company's stock at the date of grant over the amount an employee  must  pay
to  acquire the stock.   The fair value for options granted by Holding have
been  estimated  at  the date of grant using a Black Scholes option pricing
model with the following weighted average assumptions:

<TABLE>
<CAPTION>
                                    COMPANY                         PREDECESSOR
                               ---------------- -----------------------------------------------------
                                  PERIOD FROM        PERIOD FROM        YEAR ENDED      YEAR ENDED
                                    7/22/02-           12/30/01-        DECEMBER 29,   DECEMBER 30,
                                   12/28/02             7/21/02             2001           2000
                               ---------------- -----------------------------------------------------
<S>                            C>      <C>           <C>               <C>             <C>
  Risk-free interest rate             4.0%              4.0%               5.5%            6.5%
  Dividend yield                      0.0%              0.0%               0.0%            0.0%
  Volatility factor                    .25               .25                .28             .20
  Expected option life                 5.0 years         5.0 years          6.5 years       6.5 years
</TABLE>

FOR  PURPOSES OF THE PRO FORMA DISCLOSURES, THE ESTIMATED FAIR VALUE OF THE
STOCK  OPTIONS  ARE  AMORTIZED  TO EXPENSE OVER THE RELATED VESTING PERIOD.
BECAUSE COMPENSATION EXPENSE IS RECOGNIZED  OVER  THE  VESTING  PERIOD, THE
INITIAL IMPACT ON PRO FORMA NET INCOME (LOSS) MAY NOT BE REPRESENTATIVE  OF
COMPENSATION  EXPENSE  IN  FUTURE YEARS, WHEN THE EFFECT OF AMORTIZATION OF
MULTIPLE  AWARDS  WOULD  BE REFLECTED  IN  THE  CONSOLIDATED  STATEMENT  OF
OPERATIONS.  The following  is  a  reconciliation  of  reported  net income
(loss) to net income (loss) as if the Company used the fair value method of
accounting for stock-based compensation.

<TABLE>
<CAPTION>
                                COMPANY                          PREDECESSOR
                           ----------------- --------------------------------------------------

                              PERIOD FROM        PERIOD FROM      YEAR ENDED       YEAR ENDED
                                7/22/02-           12/30/01-      DECEMBER 29,     DECEMBER 30,
                               12/28/02             7/21/02           2001             2000
                           ----------------- --------------------------------------------------
<S>                         <C>                <C>                <C>                 <C>
Reported net income (loss)       $3,179          $(35,795)         $(2,095)         $(23,107)
Stock-based employee
 compensation expense
 included in reported
 income (loss), net of tax            -             1,920              796               459
Total stock-based employee
 compensation expense
 determined under fair
 value based method, for
 all awards, net of tax            (856)             (371)          (1,401)             (866)
                             -------------     -------------     ------------      -----------
Pro forma net income (loss)     $ 2,323          $(34,246)         $(2,700)         $(23,514)
                             =============     =============     ============      ===========
</TABLE>

INCOME TAXES

The  Company  accounts  for  income  taxes  under  the  asset and liability
approach,  which  requires  the  recognition  of  deferred tax  assets  and
liabilities for the expected future tax consequence  of  events  that  have
been  recognized  in  the  Company's  financial  statements  or  income tax
returns.   Income  taxes  are  recognized  during  the  year  in  which the
underlying  transactions  are  reflected in the Consolidated Statements  of
Operations.  Deferred taxes are  provided for temporary differences between
amounts  of assets and liabilities  as  recorded  for  financial  reporting
purposes and such amounts as measured by tax laws.


                                    F-9

<PAGE>




COMPREHENSIVE INCOME (LOSS)

Comprehensive  income  (loss)  is  comprised of net income (loss) and other
comprehensive income (loss).  Other  comprehensive  income  (loss) includes
unrealized gains or losses on derivative financial instruments,  unrealized
gains   or   losses   resulting   from  currency  translations  of  foreign
investments, and the adjustment to record the minimum pension liability.

USE OF ESTIMATES

The  preparation  of  financial statements  in  conformity  with  generally
accepted accounting principles  requires  management  to make estimates and
assumptions  that  affect the amounts reported in the financial  statements
and accompanying notes.  Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain amounts in the  prior  year  financial statements and related notes
have been reclassified to conform to the current year presentation.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001, the FASB issued SFAS No.  141, Business Combinations and SFAS
No.  142,  Goodwill  and  Other  Intangible Assets.   These  pronouncements
significantly change the accounting  for  business  combinations, goodwill,
and  intangible  assets.   SFAS No. 141 eliminates the pooling-of-interests
method of accounting for business  combinations  and  further clarifies the
criteria  to  recognize  intangible assets separately from  goodwill.   The
requirements of SFAS No. 141  became effective for any business combination
completed after June 30, 2001.  SFAS No. 142 states goodwill and indefinite
lived  intangible assets are no  longer  amortized  but  are  reviewed  for
impairment  annually  (or  more frequently if impairment indicators arise).
Separable intangible assets  that  are  deemed  to  have a finite life will
continue  to be amortized over their estimated useful  lives.  The  Company
adopted the  provisions  of  SFAS  Nos.  141 and 142 as of the beginning of
fiscal 2002.  Application of the nonamortization provisions of SFAS No. 142
is expected to result in an increase in net  income  (or  decrease  in  net
loss)  of approximately $10.5 million per year based on goodwill related to
acquisitions  prior to the adoption of the new rules.  The Merger (see Note
3) has been accounted  for  under  the  purchase  method of accounting, and
accordingly,  the  purchase price has been allocated  to  the  identifiable
assets and liabilities  based  on  estimated fair values at the acquisition
date.  The allocation is preliminary  and  is subject to change pending the
finalization  of  expenses  related  to the Merger.   The  following  table
presents the results of the Company on a comparable basis:

<TABLE>
<CAPTION>
                                COMPANY                         PREDECESSOR
                           ----------------- --------------------------------------------------
<S>                        <C>               <C>
                              PERIOD FROM        PERIOD FROM      YEAR ENDED       YEAR ENDED
                                7/22/02-           12/30/01-      DECEMBER 29,     DECEMBER 30,
                               12/28/02             7/21/02           2001             2000
                           ----------------- --------------------------------------------------
Reported net income (loss)        $3,179           $(35,795)       $(2,095)          $(23,107)
Goodwill  amortization, net
 of tax                                -                  -          9,964              7,701
                             -------------     -------------     ------------      -----------
Adjusted net income (loss)        $3,179           $(35,795)        $7,869           $(15,406)
                             =============     =============     ============      ===========
</TABLE>

In  October  2001,  the  FASB  issued  SFAS  No.  144,  Accounting  for the
Impairment or Disposal of Long-Lived Assets.  This statement addresses  the
financial accounting and reporting for the impairment and disposal of long-
lived  assets.   It supercedes and addresses significant issues relating to
the implementation  of SFAS No. 121, Accounting for the Impairment of Long-
Lived Assets and for  Long-Lived  Assets  to  Be Disposed Of.  SFAS No. 144
retains many of the fundamental provisions of SFAS  No. 121 and establishes
a single accounting model, based on the framework established  in  SFAS No.
121,  for  long-lived  assets to be disposed of by sale, whether previously
held and used or newly acquired.   The  Company adopted this standard as of
the beginning of fiscal 2002.  The application of SFAS No. 144 did not have
a  material impact on the Company's results  of  operations  and  financial
position.



                                    F-10


In April  2002, the FASB issued Statement of Financial Accounting Standards
No. 145, Rescission  of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement  No. 13 and Technical  Corrections  (SFAS  No.  145).   Upon  the
adoption of  SFAS  No.  145,  all gains and losses on the extinguishment of
debt for periods presented in the  financial  statements will be classified
as extraordinary items only if they meet the criteria  in  APB  Opinion No.
30, Reporting the Results of Operations - Reporting the Effects of Disposal
of  a  Segment  of  a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions (APB No. 30).  The provisions of SFAS No.
145 related to the rescission  of  FASB  Statement No. 4 and FASB Statement
No. 64 shall be applied for fiscal years beginning  after May 15, 2002.  As
a  result,  the  Company  will  reclassify the extraordinary  item  in  the
Statements of Operations to continuing  operations  in  its  2003 financial
statements.   The  provisions of SFAS No. 145 related to the rescission  of
FASB  Statement No. 44,  the  amendment  of  FASB  Statement  No.  113  and
Technical  Corrections became effective as of May 15, 2002 and did not have
a material impact on the Company.

In June 2002,  the  FASB issued Statement of Financial Accounting Standards
No. 146, Accounting for  Costs  Associated with Exit or Disposal Activities
(SFAS No.146).  SFAS No. 146 nullifies  Emerging  Issues  Task Force (EITF)
Issue  No,  94-3,  "Liability Recognition for Certain Employee  Termination
Benefits and Other Costs  to  Exit  an  Activity  (including  Certain Costs
Incurred  in a Restructuring)."  SFAS No. 146 generally requires  companies
to recognize  costs  associated with exit activities when they are incurred
rather than at the date  of a commitment to an exit or disposal plan and is
to be applied prospectively  to exit or disposal activities initiated after
December 31, 2002.  The Company  does  not  believe that this standard will
have a material impact on its results of operations and financial position.

In  December  2002,  the  FASB  issued  Statement of  Financial  Accounting
Standards No. 148, Accounting for Stock-Based Compensation - Transition and
Disclosure (SFAS No. 148).  SFAS No. 148 amends FASB Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS
No. 123), to provide alternative methods  of  transition  to SFAS No. 123's
fair  value  method  of  accounting  for stock-based employee compensation.
SFAS No. 148 also amends the disclosure  provisions  of  SFAS  No.  123 and
Accounting  Principles  Board  (APB)  Opinion  No.  28,  Interim  Financial
Reporting,  to  require disclosure in the summary of significant accounting
policies of the effect  of  an  entity's  accounting policy with respect to
stock-based employee compensation on reported  net  income and earnings per
share  in  annual  and  interim  financial  statements.  SFAS  No.  148  is
applicable  to  all  companies  with  stock-based   employee  compensation,
regardless  of whether they account for that compensation  using  the  fair
value method  of  SFAS No. 123 or the intrinsic value method of APB Opinion
No. 25, Accounting  for  Stock  Issued  to Employees.  The Company uses the
intrinsic value method of accounting for  stock  issued  to employees.  See
Note  2  and Note 10 to the Consolidated Financial Statements  for  details
related to stock-based compensation.

NOTE 3.  THE MERGER

On July 22,  2002, GS Berry Acquisition Corp., (the "Buyer") a newly formed
entity controlled  by various private equity funds affiliated with Goldman,
Sachs & Co., merged  (the  "Merger") with and into BPC Holding, pursuant to
an agreement and plan  of  merger,  dated  as  of  May  25,  2002.   At the
effective time of the Merger, (i) each share of common stock of BPC Holding
Corporation issued and outstanding immediately prior to the effective  time
of  the Merger was converted into the right to receive cash pursuant to the
terms  of  the merger agreement, and (ii) each share of common stock of the
Buyer issued and outstanding immediately prior to the effective time of the
Merger was converted into one share of common stock of BPC Holding.

The total amount  of  funds  required  to  consummate the Merger and to pay
estimated  fees  and  expenses  related  to the Merger,  including  amounts
related to the repayment of indebtedness, the redemption of the outstanding
preferred  stock  and  accrued  dividends, the  redemption  of  outstanding
warrants, and the payment of transaction  costs  incurred  by Holding, were
approximately   $870.2  million  (which  includes  the  amount  of  certain
indebtedness which  remained outstanding and the value of certain shares of
Holding common stock  held  by employees that were contributed to the Buyer
immediately  prior  to the Merger).   The  Buyer  and  its  affiliates  own
approximately 63% of  the  common  stock  of Holding.  The remaining common
stock of Holding is held by J.P. Morgan Partners Global Investors, L.P. and
other private equity funds affiliated with  J.P.  Morgan Partners, LLC, the
private  equity  investment  arm  of J.P. Morgan Chase  &  Co.,  which  own
approximately 29% of Holding's common  stock  and  by  members  of  Berry's
management, which own the remaining 8%.



                                    F-11

<PAGE>



The  Merger has been accounted for under the purchase method of accounting,
and accordingly,  the purchase price has been allocated to the identifiable
assets and liabilities  based  on  estimated fair values at the acquisition
date.  The allocation is preliminary  and  is subject to change pending the
finalization of expenses related to the Merger.   The  Company  has applied
the  provisions  of  Emerging  Issues  Task Force 88-16, Basis in Leveraged
Buyout Transactions, whereby, the carryover  equity  interests  of  certain
shareholders  from  the  Predecessor  to the Company were recorded at their
Company basis.  The application of these  provisions  reduced stockholder's
equity and intangibles by $196.6 million. In connection  with  the  Merger,
the  Predecessor  incurred  Merger  related expenses of approximately $21.0
million,  consisting  primarily  of investment  banking  fees,  bonuses  to
management, non-cash modification  of stock option awards, legal costs, and
fees to the largest voting stockholder of the Predecessor.  In addition, as
a result of extinguishing debt in connection  with the Merger, $6.6 million
of existing deferred financing fees and $18.7 million  of  prepayment  fees
and  related  charges  were  charged to expense in 2002 as an extraordinary
item.   The  following  table  summarizes  the  preliminary  allocation  of
purchase price.

<TABLE>
<CAPTION>
Purchase price                                              $  836,692
<S>                                                       <C>
Buyer transaction costs                                         12,398
Net tangible assets acquired                                  (249,182)
Intangible assets acquired                                     (67,045)
Adjustment for carryover basis of continuing stockholders     (196,603)
                                                             -----------
Goodwill                                                       $336,260
                                                             ===========
</TABLE>

NOTE 4.  ACQUISITIONS

On May 14, 2001, Berry acquired  all  of  the  outstanding capital stock of
Pescor   Plastics,   Inc.   ("Pescor")   for  aggregate  consideration   of
approximately  $24.8  million.   The  purchase  was  financed  through  the
issuance by Holding of $9.8 million of  14% predecessor preferred stock and
additional  borrowings  under  the  retired senior  credit  facility.   The
operations  of  Pescor  are  included  in   Berry's  operations  since  the
acquisition date using the purchase method of accounting.

On January 24, 2002, Berry acquired the Alcoa  Flexible Packaging injection
molding  assets  of Mt. Vernon Plastics Corporation  ("Mount  Vernon")  for
aggregate consideration  of approximately $2.6 million.  The purchase price
was allocated to fixed assets  ($2.0 million) and inventory ($0.6 million).
The purchase was financed through  borrowings under the Company's revolving
line of credit under its retired senior credit facility.  The operations of
Mount Vernon are included in Berry's  operations since the acquisition date
using  the  purchase method of accounting.   On  January  31,  2002,  Berry
entered into  a  sale/leaseback  arrangement with respect to the Mt. Vernon
fixed assets.

Pro  forma  results  for 2002 have not  been  presented  as  they  do   not
differ materially from reported historical results.  For 2001, pro  forma
net sales and pro forma net loss would have been $489,724 and $3,057,
respectively.  This information was calculated as if the Pescor acquisition
and  Mount  Vernon  acquisition   occurred  at the beginning of 2001.

The  pro  forma  financial information above is presented for informational
purposes only and  is  not  necessarily indicative of the operating results
that would have occurred had the acquisitions been consummated at the above
dates, nor are they necessarily  indicative  of  future  operating results.
Further, the information obtained on the acquired companies  is  based upon
unaudited  internal  financial  information  and  reflects  only  pro forma
adjustments for additional interest expense and amortization of the  excess
of  the  cost over the underlying net assets acquired (amortization through
December 29, 2001), net of the applicable income tax effects.




                                    F-12


<PAGE>




 NOTE 5.  INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                           COMPANY           PREDECESSOR
                                      -----------------  ------------------
<S>                                   <C>               <C>
                                         DECEMBER 28,        DECEMBER 29,
                                            2002                2001
                                      -----------------  ------------------
   Deferred financing fees                $  21,411          $  20,894
   Customer relationships                    34,664                  -
   Goodwill                                 336,260            146,494
   Trademarks                                27,048                  -
   Covenants not to compete and               1,656              7,376
   other
   Technology-based                           4,982                  -
   Accumulated amortization                  (2,824)           (44,411)
                                      -----------------  ------------------
                                           $423,197           $130,353
                                      =================  ==================
</TABLE>

The changes  in  intangible  assets  are  a  result  of  the Merger and the
application of SFAS No. 141 and SFAS No. 142.

Future amortization expense for definite lived intangibles  at December 28,
2002  for  the  next five fiscal years is approximately $4.3 million,  $3.8
million, $3.8 million,  $3.7  million,  and  $3.7  million for fiscal 2003,
2004, 2005, 2006, and 2007, respectively.

NOTE 6.  LONG-TERM DEBT

Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                                COMPANY           PREDECESSOR
                                           -----------------  ------------------
<S>                                        <C>               <C>
                                              DECEMBER 28,        DECEMBER 29,
                                                 2002                2001
                                           -----------------  ------------------
Berry 10  3/4 % Senior Subordinated Notes       $250,000         $        -
Term loans                                       329,175             54,596
Revolving lines of credit                            692             49,053
Nevada Industrial Revenue Bonds                    2,500              3,000
Capital leases                                    27,576             18,131
Holding 12.50% Senior Secured Notes                    -            135,714
Berry 12.25% Senior Subordinated Notes                 -            125,000
Berry 11% Senior Subordinated Notes                    -             75,000
Second Lien Senior Credit Facility                     -             25,000
Debt premium, net                                      -                387
                                           -----------------  ------------------
                                                 609,943            485,881
Less current portion of long-term debt             8,641             22,292
                                           -----------------  ------------------
                                                $601,302           $463,589
                                           =================  ==================
</TABLE>


                                    F-13


<PAGE>



BERRY 10  3/4 % SENIOR SUBORDINATED NOTES

On July 22, 2002, Berry completed an offering  of  $250.0 million aggregate
principal amount of 10  3/4 % Senior Subordinated Notes due 2012 (the "2002
Notes").  The net proceeds to Berry from the sale of  the 2002 Notes, after
expenses, were $239.4 million.  The proceeds from the 2002  Notes were used
in  the financing of the Merger.  The 2002 Notes mature on July  15,  2012,
and interest  is  payable  semi-annually  on January 15 and July 15 of each
year  beginning  January 15, 2003.  Holding and  all  of  Berry's  domestic
subsidiaries fully,  jointly, severally, and unconditionally guarantee on a
senior  subordinated  basis  the  2002  Notes.   The  2002  Notes  are  not
guaranteed  by  the  foreign   subsidiaries:   Berry  Plastics  Acquisition
Corporation II, NIM Holdings Limited,  Berry Plastics U.K. Limited, Norwich
Acquisition Limited, CBP Holdings S.r.l.,  Capsol Berry Plastics S.p.a., or
Ociesse S.r.l.

Berry is not required to make mandatory redemption or sinking fund payments
with respect to the 2002 Notes.  On or subsequent  to  July  15,  2007, the
2002 Notes may be redeemed at the option of Berry, in whole or in part,  at
redemption  prices  ranging  from  105.375%  in  2007  to  100% in 2010 and
thereafter.   Prior  to July 15, 2005, up to 35% of the 2002 Notes  may  be
redeemed at 110.75% of  the  principal  amount  at  the  option of Berry in
connection with an equity offering.  Upon a change in control,  as  defined
in the indenture entered into in connection with the 2002 Notes (the  "2002
Indenture"),  each holder of notes will have the right to require Berry  to
repurchase all  or any part of such holder's notes at a repurchase price in
cash equal to 101%  of  the aggregate principal amount thereof plus accrued
interest.

CREDIT FACILITY

In connection with the Merger,  the  Company  entered  into  a  credit  and
guaranty agreement and a related pledge security agreement with a syndicate
of  lenders  led  by  Goldman Sachs Credit Partners L.P., as administrative
agent (the "Credit Facility").   The  Credit Facility provides (i) a $330.0
million term loan, (ii) a $50.0 million  delayed  draw  term loan facility,
and (iii) a $100.0 million revolving credit facility.  The maturity date of
the  term  loan  is July 22, 2010, and the maturity date of  the  revolving
credit facility is  July  22,  2008.   The  indebtedness  under  the Credit
Facility  is  guaranteed  by  Holding and all of its domestic subsidiaries.
The  obligations of the Company  and  the  subsidiaries  under  the  Credit
Facility and the guarantees thereof are secured by substantially all of the
assets of such entities.

The Credit Facility contains significant financial and operating covenants,
including   prohibitions   on  the  ability  to  incur  certain  additional
indebtedness or to pay dividends,  and  restrictions on the ability to make
capital expenditures.  Amounts available  under  the delayed draw term loan
facility may be borrowed in connection with permitted acquisitions (but not
reborrowed) during the 18-month period that began on July 22, 2002, subject
to  certain  conditions.   The  Credit  Facility  also  contains  borrowing
conditions  and  customary  events  of  default,  including  nonpayment  of
principal    or   interest,   violation   of   covenants,   inaccuracy   of
representations  and  warranties,  cross-defaults  to  other  indebtedness,
bankruptcy and other insolvency events (other than in the case  of  certain
foreign  subsidiaries).   The  Company  was  in  compliance  with  all  the
financial  and  operating  covenants  at  December 28, 2002.  The term loan
amortizes quarterly as follows:  $825,000 each  quarter beginning September
30, 2002 and ending June 30, 2009 and $76,725,000  each  quarter  beginning
September  30,  2009 and ending June 30, 2010.  The delayed draw term  loan
facility will amortize  quarterly  commencing  March  31, 2004 based on the
amounts  outstanding  as of that date as follows:  (i) 2%  per  quarter  in
2004, (ii) 4% per quarter  in  2005,  (iii) 6% per quarter in 2006, (iv) 8%
per  quarter in 2007 and (v) 10% per quarter  in  each  of  the  first  two
quarters in 2008.

Borrowings  under  the  Credit  Facility  bear  interest,  at the Company's
option, at either (i) a base rate (equal to the greater of the  prime  rate
and  the  federal  funds  rate  plus  0.5%) plus the applicable margin (the
``Base Rate Loans'') or (ii) an adjusted  eurodollar  LIBOR  (adjusted  for
reserves) plus the applicable margin (the ``Eurodollar Rate Loans'').  With
respect  to the term loan, the ``applicable margin'' is (i) with respect to
Base Rate  Loans,  2.00% per annum and (ii) with respect to Eurodollar Rate
Loans, 3.00% per annum  (4.6%  at  December 28, 2002).  With respect to the
delayed draw term loan facility and  the  revolving  credit  facility,  the
``applicable  margin'' is, with respect to Eurodollar Rate Loans, initially
2.75% per annum.   After  the end of the quarter ending March 30, 2003, the
``applicable margin'' with respect to Eurodollar Rate Loans will be subject
to a pricing grid which ranges  from  2.75%  per  annum to 2.00% per annum,
depending on the leverage ratio.  The ``applicable margin'' with respect to
Base Rate Loans will always be 1.00% per annum less  than  the ``applicable
margin'' for Eurodollar Rate Loans.  In October 2002, Berry entered into an
interest   rate  collar  arrangement  to  protect  $50.0  million  of   the
outstanding  variable  rate  term  loan  debt  from  future  interest  rate
volatility.   The  collar  floor  is  set  at 1.97% LIBOR (London Interbank
Offering  Rate)  and  capped at 6.75% LIBOR.  The  agreement  is  effective
January 15, 2003.  At December  28,  2002,  shareholders'  equity  has been
reduced  by $0.6 million to adjust the agreement to fair market value.   At
December 28,  2002,  the  Company  had  unused borrowing capacity under the
Credit Facility's revolving line of credit of $92.6 million.


                                    F-14


<PAGE>



NEVADA INDUSTRIAL REVENUE BONDS

The Nevada Industrial Revenue Bonds bear  interest at a variable rate (1.7%
at  December  28,  2002  and  1.7% at December 29,  2001),  require  annual
principal  payments of $0.5 million  on  April  1,  are  collateralized  by
irrevocable  letters  of credit issued under the Credit Facility and mature
in April 2007.

HOLDING 12.50% SENIOR SECURED NOTES (PREDECESSOR)

On June 18, 1996, Holding  issued  12.50% Senior Secured Notes due 2006 for
net proceeds, after expenses, of approximately $100.2 million.  These notes
were exchanged in October 1996 for the 12.50% Series B Senior Secured Notes
due 2006 (the "1996 Notes").  Interest was payable semi-annually on June 15
and December 15 of each year.  In addition,  from  December  15, 1999 until
June  15,  2001, Holding paid interest, at an increased rate of  0.75%  per
annum, in additional  1996  Notes  valued  at  100% of the principal amount
thereof.  Holding issued an additional approximately  $30.7  million  ($8.4
million  in  2001  and $15.3 million in 2000) aggregate principal amount of
1996 Notes in satisfaction of its interest obligation.  The 1996 Notes were
retired in connection  with the Merger and the associated premium for early
retirement  and  net  deferred   financing   fees   were   expensed  as  an
extraordinary item.

BERRY 12.25% SENIOR SUBORDINATED NOTES (PREDECESSOR)

On April 21, 1994, Berry completed an offering of 100,000 units  consisting
of  $100.0  million  aggregate  principal  amount  of 12.25% Berry Plastics
Corporation  Senior  Subordinated Notes, due 2004 (the  "1994  Notes")  and
100,000 warrants to purchase  1.13237  shares  of  the Predecessor's common
stock.  The net proceeds to Berry from the sale of the  1994  Notes,  after
expenses,  were  $93.0  million.   On  August  24, 1998, Berry completed an
additional offering of $25.0 million aggregate principal  amount  of 12.25%
Series  B  Senior Subordinated Notes due 2004 (the "1998 Notes").  The  net
proceeds to  Berry  from  the  sale of the 1998 Notes, after expenses, were
$25.2 million.  Interest was payable  semi-annually on October 15 and April
15 of each year and commenced on October  15, 1994 and October 15, 1998 for
the 1994 Notes and 1998 Notes, respectively.  The 1994 Notes and 1998 Notes
were retired in connection with the Merger  and the associated premium paid
and net deferred financing fees were expensed as an extraordinary item.

BERRY 11% SENIOR SUBORDINATED NOTES (PREDECESSOR)

On July 6, 1999, Berry completed an offering  of  $75.0  million  aggregate
principal  amount  of  11%  Berry  Plastics Corporation Senior Subordinated
Notes, due 2007 (the "1999 Notes").   The  net  proceeds  to Berry from the
sale of the 1999 Notes, after expenses, were $72.0 million.   Interest  was
payable  semi-annually on January 15 and July 15 of each year and commenced
on January  15,  2000.   The 1999 Notes were retired in connection with the
Merger and the associated  premium  for  early  retirement and net deferred
financing fees were expensed as an extraordinary item.

RETIRED CREDIT FACILITY (PREDECESSOR)

The Company had a financing and security agreement  (the "Retired Financing
Agreement") with a syndicate of lenders led by Bank of America for a senior
secured  credit  facility  (the  "Retired Credit Facility").   The  Retired
Financing Agreement amended the prior  agreement  as  additional funds were
made  available  in  connection  with  the  acquisition of Poly-Seal.   The
amendment  resulted  in an extraordinary charge  in  fiscal  2000  of  $1.0
million of deferred financing  costs  associated with the Retired Financing
Agreement and the prior financing agreement.   As of December 29, 2001, the
Retired  Credit Facility provided the Company with  (i)  an  $80.0  million
revolving  line of credit, subject to a borrowing base formula, (ii) a $2.2
million (using  the  December  29,  2001  exchange  rate) revolving line of
credit denominated in British Sterling in the U.K., subject  to  a separate
borrowing  base formula, (iii) a $52.6 million term loan facility,  (iv)  a
$2.0 million (using the December 29, 2001 exchange rate) term loan facility
denominated  in British Sterling in the U.K. and (v) a $3.2 million standby
letter of credit  facility  to  support the Company's and its subsidiaries'
obligations under the Nevada Bonds.  The Retired Credit Facility matured on
January 21, 2004 unless previously  terminated  by  the  Company  or by the
lenders  upon  an  Event  of  Default  as  defined in the Retired Financing
Agreement.  The Retired Credit Facility was extinguished in connection with
the Merger and the associated net deferred financing  fees were expensed as
an extraordinary item.



                                    F-15


<PAGE>




SECOND LIEN SENIOR CREDIT FACILITY (PREDECESSOR)

On July 17, 2000, Berry obtained a second lien senior credit  facility from
General Electric Capital Corporation for an aggregate principal  amount  of
$25.0  million  (the  "Second  Lien  Senior  Facility"),  resulting  in net
proceeds  of $24.3 million after fees and expenses.  The Second Lien Credit
Facility was  extinguished in connection with the Merger and the associated
net deferred financing fees were expensed as an extraordinary item.

OTHER

Future maturities  of  long-term  debt are as follows:  2003, $8,641; 2004,
$8,337; 2005, $8,986; 2006, $6,119; 2007, $6,493 and $571,367 thereafter.

Interest paid was $40,883, $44,171,  and $32,836, for 2002, 2001, and 2000,
respectively.  Interest capitalized was  $844,  $589, and $1,707, for 2002,
2001, and 2000, respectively.

NOTE 7.  LEASE AND OTHER COMMITMENTS

Certain  property  and  equipment  are leased using capital  and  operating
leases.   In  2002  and  2001, Berry entered  into  various  capital  lease
obligations with no immediate  cash  flow  effect  resulting in capitalized
property  and  equipment  of  $21,169  and  $18,737,  respectively.   Total
capitalized  lease  property  consists  of  manufacturing equipment  and  a
building  with  a  cost  of  $32,462  and $22,342 and  related  accumulated
amortization of $4,247 and $3,442 at December  28,  2002  and  December 29,
2001, respectively.  Capital lease amortization is included in depreciation
expense.   Total  rental  expense  from  operating leases was approximately
$9,761, $8,292, and $9,183 for 2002, 2001, and 2000, respectively.

Future  minimum  lease  payments  for  capital  leases  and  noncancellable
operating leases with initial terms in excess of one year are as follows:

<TABLE>
<CAPTION>
                                                     AT DECEMBER 28, 2002
                                             -------------------------------------
                                               CAPITAL LEASES     OPERATING LEASES
                                             ------------------  -----------------
<S>                                          <C>                 <C>
    2003                                           $ 6,416            $ 6,925
    2004                                             6,333              5,280
    2005                                             6,104              3,906
    2006                                             2,839              2,386
    2007                                             2,720                724
    Thereafter                                       8,689                  -
                                             ------------------  -----------------
                                                    33,101            $19,221
                                                                 =================
    Less:  amount representing interest             (5,525)
                                             ------------------
    Present value of net minimum lease payments   $ 27,576
                                             ==================
</TABLE>

The Company is party to various legal proceedings  involving routine claims
which  are  incidental  to its business. Although the Company's  legal  and
financial liability with  respect  to  such proceedings cannot be estimated
with certainty, the Company believes that  any ultimate liability would not
be material to our financial condition.


                                    F-16


<PAGE>



NOTE 8.  INCOME TAXES

For financial reporting purposes, income (loss)  before  income  taxes  and
extraordinary item, by tax jurisdiction, is comprised of the following:

<TABLE>
<CAPTION>
                                COMPANY                         PREDECESSOR
                           ----------------- --------------------------------------------------
                              PERIOD FROM        PERIOD FROM      YEAR ENDED       YEAR ENDED
                                7/22/02-           12/30/01-      DECEMBER 29,     DECEMBER 30,
                               12/28/02             7/21/02           2001             2000
                           ----------------- --------------------------------------------------
<S>     <C>                <C> <C>              <C>               <C>                <C>
United States                  $  7,331          $  (8,087)        $  5,046        $ (18,506)
Foreign                          (1,199)            (2,035)          (6,407)          (3,721)
                             -------------     -------------     ------------      -----------
                               $  6,132           $(10,122)        $ (1,361)       $ (22,227)
                             =============     =============     ============      ===========

</TABLE>

Deferred  income taxes reflect the net tax effects of temporary differences
between the  carrying  amounts  of  assets  and  liabilities  for financial
reporting   purposes   and  the  amounts  used  for  income  tax  purposes.
Significant components of  deferred  tax  assets  and  liabilities  are  as
follows:

<TABLE>
<CAPTION>
                                                         DECEMBER 28,    DECEMBER 29,
                                                            2002             2001
                                                         -------------   ------------
<S>                                                      <C>             <C>
Deferred tax assets:
     Allowance for doubtful accounts                        $  583          $  654
     Inventory                                               1,517           1,422
     Compensation and benefit accruals                       2,753           2,871
     Insurance reserves                                        637             657
     Net operating loss carryforwards                       28,297          14,102
     Alternative minimum tax (AMT) credit carryforwards      3,055           3,055
     Other                                                     875               -
                                                         -------------   ------------
     Total deferred tax assets                              37,717          22,761
  Valuation allowance                                       (9,561)         (3,629)
                                                         -------------   ------------
     Deferred tax assets, net of valuation allowance        28,156          19,132
Deferred tax liabilities:
    Depreciation and amortization                           28,796          19,621
                                                         -------------   ------------
Net deferred tax liability                                  $ (640)         $ (489)
                                                         =============   ============
</TABLE>

Income tax expense (benefit) consists of the following:

<TABLE>
<CAPTION>
                                COMPANY                         PREDECESSOR
                           ----------------- --------------------------------------------------
                              PERIOD FROM        PERIOD FROM      YEAR ENDED       YEAR ENDED
                                7/22/02-           12/30/01-      DECEMBER 29,     DECEMBER 30,
                               12/28/02             7/21/02           2001             2000
                           ----------------- ----------------- ---------------- ---------------
<S>                      <C>              <C> <C>           <C> <C>              <C> <C>
Current:
  Federal                        $    -             $   -           $   154          $    -
  Foreign                            26               375               125               -
  State                             217               (30)              455              207
Deferred:
  Federal                         2,280                 -                 -                -
  Foreign                             -                 -                 -             (349)
  State                             430                 -                 -                -
                           ----------------- ----------------- ---------------- ---------------
Income tax expense (benefit)     $2,953            $  345            $  734           $ (142)
                           ================= ================= ================ ===============
</TABLE>

Holding  has  unused  operating  loss  carryforwards of approximately $72.3
million for federal and state income tax  purposes which begin to expire in
2010.  AMT credit carryforwards are available  to  Holding  indefinitely to
reduce future years' federal income taxes.  As a result of the  Merger, the
amount  of  the  carryforward  which can be used in any given year will  be
limited to approximately $12 million.



                                    F-17

<PAGE>



Income taxes paid during 2002, 2001,  and 2000 approximated $531, $314, and
$329, respectively.

A reconciliation of income tax expense  (benefit),  computed at the federal
statutory  rate, to income tax expense (benefit), as provided  for  in  the
financial statements, is as follows:

<TABLE>
<CAPTION>
                                COMPANY                         PREDECESSOR
                           ----------------- --------------------------------------------------
                              PERIOD FROM        PERIOD FROM      YEAR ENDED       YEAR ENDED
                                7/22/02-           12/30/01-      DECEMBER 29,     DECEMBER 30,
                               12/28/02             7/21/02           2001             2000
                           ----------------- ----------------- ---------------- ---------------
<S>                        <C>                <C>                <C>             <C>
  Income tax expense
   (benefit) computed
   at statutory rate            $  2,081         $  (12,170)        $  (463)        $  (7,557)
  State income tax
   expense (benefit),
   net of federal taxes              434             (1,035)            795              (403)
  Amortization of goodwill             -                  -           2,399             2,262
  Expenses not deductible
   for income tax purposes            60              3,823              36               119
  Change in valuation
   allowance                           -              9,160          (2,978)            5,340
  Other                              378                567             945                97
                           ----------------- ----------------- ---------------- ---------------
Income tax expense (benefit)    $  2,953          $     345         $   734         $    (142)
                           ================= ================= ================ ===============

</TABLE>

NOTE 9.  EMPLOYEE RETIREMENT PLANS

Berry sponsors  a  defined  contribution  401(k)  retirement  plan covering
substantially  all employees.  Contributions are based upon a fixed  dollar
amount  for  employees   who   participate   and  percentages  of  employee
contributions at specified thresholds.  Contribution  expense for this plan
was  approximately $1,462, $1,349, and $1,301, for 2002,  2001,  and  2000,
respectively.   The  Company  also maintains a defined benefit pension plan
covering the Poly-Seal employees  under  a collective bargaining agreement.
At December 28, 2002, stockholders' equity  has  been  reduced by $394 as a
result of recording the minimum pension liability.

NOTE 10.  STOCKHOLDERS' EQUITY

COMMON AND PREFERRED STOCK

On July 22, 2002, GS Berry Acquisition Corp., (the "Buyer")  a newly formed
entity controlled by various private equity funds affiliated with  Goldman,
Sachs & Co., merged (the  "Merger") with and into BPC Holding, pursuant  to
an  agreement  and  plan  of  merger,  dated  as  of  May 25, 2002.  At the
effective time of the Merger, (i) each share of common stock of BPC Holding
Corporation issued and outstanding immediately prior to  the effective time
of the Merger was converted into the right to receive cash  pursuant to the
terms of the merger agreement, and (ii) each share of common  stock  of the
Buyer issued and outstanding immediately prior to the effective time of the
Merger was converted into one share of common stock of BPC Holding.

The  authorized  capital  stock  of Holding consists of 5,500,000 shares of
capital stock, including 5,000,000  shares  of Common Stock, $.01 par value
(the "Holding Common Stock") and 500,000 shares  of  Preferred  Stock, $.01
par value.



                                    F-18



<PAGE>




NOTES RECEIVABLE FROM MANAGEMENT

In  connection  with  the  Merger,  certain senior employees of BPC Holding
acquired shares of BPC Holding Common  Stock  pursuant to an employee stock
purchase  program.   Such  employees  paid  for  these   shares   with  any
combination of (i) shares of BPC Holding common stock that they held  prior
to  the  Merger;  (ii)  their  cash  transaction bonus, if any; and (iii) a
promissory  note.   In  addition, BPC Holding  adopted  an  employee  stock
purchase  program  pursuant   to  which  a  number  of  employees  had  the
opportunity  to invest in BPC Holding  on  a  leveraged  basis.   Employees
participating in this program were permitted to finance two-thirds of their
purchases of shares  of  BPC  Holding common stock under the program with a
promissory note.  The promissory  notes are secured by the shares purchased
and  such  notes accrue interest which  compounds  semi-annually  at  rates
ranging from  4.97%  to 5.50% per year.  Principal and all accrued interest
is due and payable on  the  earlier to occur of (i) the end of the ten-year
term,  (ii) the ninetieth day  following  such  employee's  termination  of
employment  due  to  death,  "disability",  "redundancy" (as such terms are
defined in the 2002 Option Plan) or retirement,  or (iii) the thirtieth day
following such employee's termination of employment  for  any other reason.
As  of  December  28,  2002,  the Company had $14,399 in outstanding  notes
(principal and interest), which  has  been  classified  as  a  reduction to
stockholders' equity in the consolidated balance sheet, due from  employees
under this program.

STOCK OPTION PLANS

BPC Holding maintains the Amended and Restated BPC Holding Corporation 1996
Stock  Option  Plan  (``1996  Option Plan'') pursuant to which nonqualified
options  to  purchase  150,536 shares  are  outstanding.   All  outstanding
options under the 1996 Option Plan are scheduled to expire on July 22, 2012
and no additional options  will  be  granted  under  it.  Option agreements
issued  pursuant  to  the  1996 Option Plan generally provide that  options
become vested and exercisable  at a rate of 10% per year based on continued
service.   Additional options also  vest  in  years  during  which  certain
financial targets  are attained.  Notwithstanding the vesting provisions in
the option agreements,  all  options  that  were scheduled to vest prior to
December 31, 2002 accelerated and became vested  immediately  prior  to the
Merger.

BPC  Holding  has  adopted  a new employee stock option plan (``2002 Option
Plan'') pursuant to which options  to  acquire  up to 437,566 shares of BPC
Holding's  common  stock  may  be granted to its employees,  directors  and
consultants.   Options granted under  the  2002  Option  Plan  will have an
exercise price per share that either (1) is fixed at the fair market  value
of  a  share  of  common stock on the date of grant or (2) commences at the
fair market value of  a  share  of  common  stock  on the date of grant and
increases at the rate of 15% per year during the term.   Generally, options
will  have  a  ten-year  term,  subject  to  earlier  expiration  upon  the
termination  of  the  optionholder's  employment  and  other  events.  Some
options  granted under the plan will become vested and exercisable  over  a
five-year  period  based  on  continued  service  with  BPC Holding.  Other
options will become vested and exercisable based on the achievement  by BPC
Holding  of certain financial targets, or if such targets are not achieved,
based on continued  service  with BPC Holding.  Upon a change in control of
BPC Holding, the vesting schedule  with  respect  to  certain  options  may
accelerate  for  a  portion of the shares subject to such options.  395,437
options were granted  in  2002  at  fair  market  value, none of which were
exercisable at December 28, 2002.

Financial Accounting Standards Board Statement 123,  ACCOUNTING  FOR STOCK-
BASED  COMPENSATION  ("Statement 123"), prescribes accounting and reporting
standards for all stock-based  compensation  plans.  Statement 123 provides
that companies may elect to continue using existing accounting requirements
for stock-based awards or may adopt a new fair  value  method  to determine
their   intrinsic   value.   Holding  has  elected  to  continue  following
Accounting Principles  Board Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO
EMPLOYEES ("APB 25") to  account for its employee stock options.  Under APB
25, because the exercise price  of  Holding's employee stock options equals
the  market  price  of  the underlying stock  on  the  date  of  grant,  no
compensation expense is recognized at the grant date.



                                    F-19

<PAGE>




Information related to the  1996  Option  Plan  and  2002 Option Plan is as
follows:

<TABLE>
<CAPTION>
                               COMPANY          PREDECESSOR        PREDECESSOR        PREDECESSOR
                          -----------------   ----------------  -----------------  -----------------
<S>                         <C>       <C>      <C>         <C>      <C>           <C>
                          DECEMBER 28, 2002    JULY 21, 2002    DECEMBER 29, 2001  DECEMBER 30, 2000
                          -----------------   ----------------  -----------------  -----------------
                                   Weighted           Weighted           Weighted           Weighted
                           Number   Average   Number   Average   Number   Average   Number   Average
                             Of    Exercise     Of    Exercise     Of    Exercise     Of    Exercise
                           Shares    Price    Shares    Price    Shares    Price    Shares    Price
                          -----------------   ----------------  -----------------  -----------------

  Options outstanding,
   beginning of period     48,218    $157     60,420    $132      60,774    $132    51,479    $107
  Options converted       102,329    (107)         -       -           -       -         -       -
  Options granted         395,137     100     15,345     277      10,975     226    16,225     226
  Options exercised             -       -    (18,134)    177      (2,713)    107         -       -
  Options canceled              -       -     (9,413)    389      (8,616)    116    (6,930)    158
                         ---------           ---------           ---------         ---------
  Options outstanding,
   end of period          545,684      86     48,218     157      60,420     155    60,774     132
                         =========           =========           =========         =========


  Option price range
   at end of period         $32 - $100         $100 - $226         $100 - $226       $100 - $226
  Options exercisable
   at end of period          120,448             38,573               39,487            34,641
  Options available for
   grant at period end        42,429                  0               13,487            15,846
  Weighted average fair value
   of options granted
   during period                $100               $389                 $226              $226
</TABLE>


 The following table  summarizes  information about the options outstanding
 at December 28, 2002:


<TABLE>
<CAPTION>
                                                               Weighted       Number
Range of                                   Weighted Average    Average     Exercisable
Exercise         Number Outstanding     Remaining Contractual  Exercise         at
Prices          At December 28, 2002            Life             Price    December 28, 2002
---------------------------------------------------------------------------------------------
<S>              <C>                    <C>                   <C>              <C>
$32 - 72              150,547                 10 years             $50          120,448
  $100                395,137                 10 years            $100                0
                      -------                                                   -------
                      545,684                                                   120,448
</TABLE>

STOCKHOLDERS AGREEMENTS

In  connection  with  the  Merger, Holding  entered  into  a  stockholders'
agreement with GSCP 2000 and  other  private  equity  funds affiliated with
Goldman, Sachs & Co., which in the aggregate own a majority  of  the common
stock,  and  J.P.  Morgan Partners Global Investors, L.P. and other private
equity  funds affiliated  with  J.P.  Morgan  Securities  Inc.,  which  own
approximately  29% of the common stock.  GSCP 2000 and other private equity
funds affiliated  with  Goldman,  Sachs  & Co., have the right to designate
five members of the board of directors, one  of  which shall be a member of
management,  and  J.P.  Morgan Partners Global Investors,  L.P.  and  other
private equity funds affiliated  with  J.P. Morgan Securities Inc. have the
right to designate two members of the board of directors, one of which will
be  designated  by  J.P.  Morgan  Partners  Global   Investors,  L.P.   The
stockholders' agreement contains customary terms including  terms regarding
transfer restrictions, rights of first offer, tag along rights,  drag along
rights, preemptive rights and veto rights.

PREFERRED STOCK (PREDECESSOR)

In June 1996, for aggregate consideration of $15.0 million, Holding  issued
units  (the  "Units")  comprised of Series A Senior Cumulative Exchangeable
Preferred Stock, par value  $.01  per  share  (the  "Preferred Stock"), and
detachable  warrants  to purchase shares of Predecessor's  Class  B  Common
Stock (voting and non-voting) constituting 6% of the issued and outstanding
Common Stock of all classes,  determined  on  a  fully-diluted  basis  (the
"Warrants").  Dividends accrued at a rate of 14% per annum, compounding and
payable  quarterly  in  arrears  (each date of payment, a "Dividend Payment
Date").  The exercise price of the  Warrants  was $.01 per Warrant and were
exercisable immediately.



                                    F-20


<PAGE>



In conjunction with the acquisition of Venture  Packaging,  Inc.  in  1997,
Holding  authorized  and  issued  200,000  shares  of  Series  B Cumulative
Preferred Stock to certain selling shareholders of Venture Packaging,  Inc.
The  Preferred  Stock  had  a  stated value of $25 per share, and dividends
accrued at a rate of 14.75% per  annum.   The Preferred Stock ranked junior
to the Series A Preferred Stock and prior to  all  other  capital  stock of
Holding.   In  addition, Warrants to purchase 9,924 shares of Predecessor's
Class B Non-Voting  Common  Stock at $108 per share were issued to the same
selling shareholders of Venture  Packaging,  Inc.   Additional  warrants to
purchase  386  shares  of Predecessor's Class B Non-Voting Common Stock  at
$108 per share were issued  in fiscal 2000 to the same selling shareholders
of Venture Packaging, Inc.

In  connection  with the Poly-Seal  acquisition  in  2000,  Holding  issued
1,000,000 shares  of  Series  A-1  Preferred  Stock  to  JPMP(SBIC) and The
Northwestern    Mutual   Life   Insurance   Company   (collectively,    the
"Purchasers").  The  Series  A-1  Preferred Stock had a stated value of $25
per share, and dividends accrued at  a rate of 14% per annum.  In addition,
Warrants to purchase an aggregate of 25,997  shares  of  Class B Non-Voting
Common Stock at $0.01 per share were issued to the Purchasers.

In connection with the Pescor acquisition on May 14, 2001,  Holding  issued
13,168  shares  of  Series  C Preferred Stock, as defined below, to certain
selling shareholders of Pescor.  The Series C Preferred Stock was comprised
of 3,063 shares of Series C-1  Preferred  Stock, 1,910 shares of Series C-2
Preferred Stock, 2,135 shares of Series C-3  Preferred  Stock, 3,033 shares
of  Series  C-4 Preferred Stock, and 3,027 shares of Series  C-5  Preferred
Stock.  The Series  C  Preferred  Stock had stated values ranging from $639
per share to $1,024 per share, and  dividends  accrued at a rate of 14% per
annum.   In  addition, the holders of the Series C  Preferred  had  options
beginning on December  31,  2001 to convert the Series C Preferred Stock to
Series D Preferred Stock and Class B Nonvoting Common Stock.

All of the Predecessor's Preferred Stock was retired in connection with the
Merger.

COMMON STOCK (PREDECESSOR)

At the effective time of the  Merger, (i) each share of common stock of BPC
Holding  Corporation  issued  and  outstanding  immediately  prior  to  the
effective time of the Merger was  converted  into the right to receive cash
pursuant  to the terms of the merger agreement,  and  (ii)  each  share  of
common stock  of  the Buyer issued and outstanding immediately prior to the
effective time of the  Merger  was converted into one share of common stock
of BPC Holding.

NOTE 11.  RELATED PARTY TRANSACTIONS

Prior  to  the  Merger, Atlantic Equity  Partners  International  II,  L.P.
("International")  was  our  largest  voting  stockholder and International
engaged First Atlantic Capital, Ltd. ("First Atlantic")  to provide certain
financial and management consulting services to the Company.  Pursuant to a
management   agreement,   First   Atlantic   received   advisory  fees   of
approximately $250, $139, and $580 in June 2001, March 2001,  and May 2000,
respectively, for originating, structuring and negotiating the acquisitions
of  Poly-Seal,  Capsol,  and  Pescor,  respectively.   In consideration  of
financial  advisory  and management consulting services, the  Company  paid
First Atlantic fees and  expenses  of $385, $756, and $821 for fiscal 2002,
2001, and 2000, respectively.  In consideration  of  services  performed in
connection  with  the  Merger,  the  Company  paid First Atlantic fees  and
expenses of $1,786 in July 2002.

In connection with the Merger, the Company paid  $8.0  million  to entities
affiliated  with  Goldman,  Sachs  &  Co.  and  $5.2 million to J.P. Morgan
Securities Inc., an affiliate of J.P. Morgan Chase  & Co., for advisory and
other services.  Goldman Sachs and J.P. Morgan acted  as jOINT BOOK-RUNNING
MANAGERS  IN  THE  ISSUANCE  OF  THE  2002  NOTES  AND  RECEIVED   FEES  OF
APPROXIMATELY  $4.4  MILLION  AND  $3.2 MILLION, RESPECTIVELY, FOR SERVICES
PERFORMED.  Goldman Sachs Credit Partners,  L.P.,  an  affiliate of Goldman
Sachs,  acted  as the administrative agent, joint lead arranger  and  joint
bookrunner for the  Credit  Facility  and  received fees of $3.6 million in
July 2002 for services provided.  JP Morgan  Chase  Bank,  an  affiliate of
J.P. Morgan, acted as the joint lead arranger and joint bookrunner  for the
Credit  Facility  for  consideration  of  approximately  $3.6. million.  In
October  2002,  the Company entered into an interest rate collar  agreement
with  Goldman Sachs  Capital  Markets  to  protect  $50.0  million  of  the
outstanding  variable  rate  term  loan  debt  from  future  interest  rate
volatility.   The  collar  floor  is set at 1.97% LIBOR and capped at 6.75%
LIBOR.

NOTE 12.  FAIR VALUE OF FINANCIAL INSTRUMENTS INFORMATION

Holding's and the Company's financial instruments generally consist of cash
and cash equivalents and long-term debt.  The carrying amounts of Holding's
and the Company's financial instruments  approximate fair value at December
28, 2002, except for the 2002 Notes for which  the  fair value exceeded the
carrying value by $13.8 million.


                                    F-21


<PAGE>



NOTE 13.  ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The accumulated balances related to each component of the other
comprehensive income (loss) consist of the following:

<TABLE>
<CAPTION>
                                                   COMPANY      	PREDECESSOR
                                              ----------------  -----------------
<S>                                                   <C>      <C> <C>
                                                 DECEMBER 28,      DECEMBER 29,
                                                    2002              2001
                                              ----------------  -----------------

   Currency translation                             $2,091          $ (1,429)
   Minimum pension liability adjustment               (394)                -
   Unrealized loss on interest rate collar            (555)                -
                                              ----------------  -----------------
                                                    $1,142           $(1,429)
                                              ================  =================
</TABLE>




                                    F-22


<PAGE>




       NOTE 14.  OPERATING SEGMENTS

The  Company  has  three  reportable  segments: containers,  closures,  and
consumer  products.  The  Company  evaluates   performance   and  allocates
resources based on operating income before depreciation and amortization of
intangibles  adjusted to exclude (i) Merger expenses, (ii) Holding's  legal
and professional expenses, (iii) drink cup patent litigation expenses, (iv)
uncompleted acquisition  expense, (v) acquisition integration expense, (vi)
plant shutdown expense, (vii)  non-cash  compensation, and (iii) management
fees and reimbursed expenses paid to First  Atlantic  ("Adjusted  EBITDA").
The  accounting  policies of the reportable segments are the same as  those
described in the summary of significant accounting policies.

<TABLE>
<CAPTION>
                                                                    YEAR ENDED
                                               -------------------------------------------------
<S>                                             <C>         <C> <C>      <C> <C>
                                                   COMPANY/
                                                  PREDECESSOR     PREDECESSOR     PREDECESSOR
                                               ----------------  --------------  ---------------

                                                 DECEMBER 28,     DECEMBER 29,     DECEMBER 30,
                                                    2002             2001              2000
                                               ----------------  --------------  ---------------
Net sales:
  Containers                                        $ 250,423        $ 234,441       $ 231,209
  Closures                                            133,892          132,384         112,202
  Consumer Products                                   109,988           94,834          64,677
Adjusted EBITDA:
  Containers                                           67,079           63,997          47,578
  Closures                                             30,555           28,444          23,646
  Consumer Products                                    16,773           18,411           9,167
Total assets:
  Containers                                          359,635          204,001         188,129
  Closures                                            229,962          158,009         178,768
  Consumer Products                                   170,979           84,866          45,225
Total  cost over net assets acquired,
net:
  Containers                                          170,892           61,048          65,443
  Closures                                             87,066           39,682          44,507
  Consumer Products                                    78,302           19,193           4,740
 Reconciliation of Adjusted EBITDA to
 loss before income taxes and extraordinary item:
    Adjusted EBITDA for reportable segments        $  114,407       $  110,852       $  80,391
    Net interest expense                              (49,254)         (54,355)        (51,457)
    Depreciation                                      (39,557)         (38,105)        (31,569)
    Amortization                                       (2,408)         (12,802)        (10,579)
    Loss  on disposal of property and equipment          (299)            (473)           (877)
    Merger expenses                                   (20,987)               -               -
    Holding's  legal and professional expense               -             (134)           (165)
    Drink cup patent litigation expense                     -                -            (700)
    Uncompleted acquisition expense                      (216)               -               -
    Acquisition integration expense                    (1,353)          (2,690)         (2,237)
    Plant shutdown expense                             (3,992)          (2,221)         (3,702)
    Non-cash compensation                                   -             (796)           (459)
    Management fees                                      (331)            (637)           (873)
                                                     ---------        ---------       ---------
    Loss before income taxes and
     extraordinary item                               $(3,990)         $(1,361)       $(22,227)
                                                     =========        =========       =========

</TABLE>


                                    F-23



<PAGE>




NOTE 15. CONDENSED CONSOLIDATING FINANCIAL INFORMATION (IN THOUSANDS)

Holding conducts its business through  its  wholly owned subsidiary, Berry.
Holding and all of Berry's domestic subsidiaries fully, jointly, severally,
and unconditionally guarantee on a senior subordinated basis the 2002 Notes
issued by Berry.  Berry and all of Berry's subsidiaries  are  100% owned by
Holding.   Separate  narrative  information  or  financial  statements   of
guarantor  subsidiaries  have not been included as management believes they
would  not  be  material  to  investors.    Presented  below  is  condensed
consolidating   financial   information  for  Holding,   Berry,   and   its
subsidiaries at December 28,  2002 and December 29, 2001 and for the fiscal
years ended December 28, 2002,  December  29,  2001, and December 30, 2000.
The   equity  method  has  been  used  with  respect  to   investments   in
subsidiaries.

<TABLE>
<CAPTION>
                                              DECEMBER 28, 2002 (COMPANY)
                          ------------------------------------------------------------------------------------
                          BPC Holding   Berry Plastics   Combined      Combined
                          Corporation    Corporation     Guarantor   Non-guarantor  Consolidating
                            (PARENT)       (ISSUER)     SUBSIDIARIES SUBSIDIARIES   ADJUSTMENTS   CONSOLIDATED
                          ------------ --------------- ------------- -------------- ------------- ------------

CONSOLIDATING BALANCE SHEETS
Current assets                  $  1         $58,995       $ 73,940      $ 11,192       $    -      $ 144,128
<S>                       <C>            <C>              <C>         <C>               <C>           <C>
Net property and equipment         -          68,431        108,567        16,134            -        193,132
Other noncurrent assets       74,021         650,613        314,099        11,129     (626,546)       423,316
                          ------------ --------------- ------------- -------------- ------------- ------------
Total assets                 $74,022        $778,039       $496,606       $38,455    $(626,546)      $760,576
                          ============ =============== ============= ============== ============= ============

Current liabilities          $     -        $ 52,111       $ 21,142       $ 6,674    $       -       $ 79,927
Noncurrent liabilities        (1,141)        600,539        449,814        22,925     (466,651)       605,486
Equity (deficit)              75,163         125,389         25,650         8,856     (159,895)        75,163
                          ------------ --------------- ------------- -------------- ------------- ------------
Total liabilities and
 equity (deficit)            $74,022        $778,039      $ 496,606       $38,455    $(626,546)      $760,576
                          ============ =============== ============= ============== ============= ============
</TABLE>


<TABLE>
<CAPTION>
                                                   DECEMBER 29, 2001 (PREDECESSOR)
                          ------------------------------------------------------------------------------------
                          BPC Holding   Berry Plastics   Combined      Combined
                          Corporation    Corporation     Guarantor   Non-guarantor  Consolidating
                            (PARENT)       (ISSUER)     SUBSIDIARIES SUBSIDIARIES   ADJUSTMENTS   CONSOLIDATED
                          ------------ --------------- ------------- -------------- ------------- ------------
<S>                       <C>          <C>             <C>            <C>              <C>             <C>
Consolidating Balance Sheets
Current assets              $    440        $ 32,459       $ 68,518       $ 9,775    $       -       $111,192
Net property and equipment         -          71,437        117,176        14,604            -        203,217
Other noncurrent assets       23,980         289,764         91,272        18,360     (290,909)       132,467
                          ------------ --------------- ------------- -------------- ------------- ------------
Total assets                $ 24,420        $393,660       $276,966       $42,739    $(290,909)      $446,876
                          ============ =============== ============= ============== ============= ============

Current liabilities         $    861        $ 60,212       $ 22,555       $ 8,237    $       -       $ 91,865
Noncurrent liabilities       163,160         311,574        310,244        35,555     (325,921)       494,612
Equity (deficit)            (139,601)         21,874        (55,833)       (1,053)      35,012       (139,601)
                          ------------ --------------- ------------- -------------- ------------- ------------
Total liabilities and
 equity (deficit)           $ 24,420        $393,660       $276,966       $42,739    $(290,909)      $446,876
                          ============ =============== ============= ============== ============= ============

</TABLE>


                                    F-24



<PAGE>




<TABLE>
<CAPTION>
                                          YEAR ENDED DECEMBER 28, 2002 (COMPANY/PREDECESSOR)
                          ------------------------------------------------------------------------------------
                          BPC Holding   Berry Plastics   Combined      Combined
                          Corporation    Corporation     Guarantor   Non-guarantor  Consolidating
                            (PARENT)       (ISSUER)     SUBSIDIARIES SUBSIDIARIES   ADJUSTMENTS   CONSOLIDATED
                          ------------ --------------- ------------- -------------- ------------- ------------
<S>                        <C>    <C>     <C>     <C>     <C>   <C>
Consolidating Statements of Operations
Net sales                   $      -        $173,570      $300,149       $20,584      $       -     $494,303
Cost of goods sold                 -         116,354       236,169        18,750              -      371,273
                          ------------ --------------- ------------- ------------- -------------- ------------
Gross profit                       -          57,216        63,980         1,834              -      123,030
Operating expenses             1,920          27,857        44,894         2,796              -       77,467
                          ------------ --------------- ------------- ------------- -------------- ------------
Operating income (loss)       (1,920)         29,359        19,086          (962)             -       45,563
Other expenses                     -             145           249           (95)             -          299
Interest expense, net          9,443           3,172        34,481         2,158              -       49,254
Income taxes (benefit)        (8,234)         11,016           115           401              -        3,298
Extraordinary item             9,282           6,339         9,498           209              -       25,328
Equity in net (income)
 loss from subsidiary         20,205          28,892         3,635             -        (52,732)           -
                          ------------ --------------- ------------- ------------- -------------- ------------
Net income (loss)           $(32,616)      $ (20,205)     $(28,892)      $(3,635)       $52,732     $(32,616)
                          ============ =============== ============= ============= ============== ============

Consolidating Statements of Cash Flows
Net income (loss)          $ (32,616)      $(20,205)     $ (28,892)      $(3,635)      $ 52,732     $(32,616)
Non-cash expenses             11,451         23,799         36,178         3,270              -       74,698
Equity in net (income)
 loss from subsidiary         20,205         28,892          3,635             -        (52,732)           -
Changes in working capital      (320)       (6,290)         (7,557)       (1,275)             -      (15,442)
                          ------------ --------------- ------------- ------------- -------------- ------------
Net cash provided by (used
 for) operating activities    (1,280)       26,196            3,364       (1,640)             -       26,640
Net cash used for investing
 activities                        -       (18,023)         (25,704)      (1,171)             -      (44,898)
Net cash provided by financing
 activities                      841         6,863           22,194        2,483              -       32,381
Effect on exchange rate
 changes on cash                   -             -                -          258              -          258
                          ------------ --------------- ------------- ------------- -------------- ------------
Net increase (decrease) in cash
  and cash equivalents          (439)       15,036             (146)         (70)             -       14,381
Cash and cash equivalents at
 beginning of year               440           121              410           261             -        1,232
                          ------------ --------------- ------------- ------------- -------------- ------------
Cash and cash equivalents at
 end of year                   $   1      $ 15,157           $  264        $  191         $   -     $ 15,613
                          ============ =============== ============= ============= ============== ============

</TABLE>

<TABLE>
<CAPTION>
                                               YEAR ENDED DECEMBER 29, 2001 (PREDECESSOR)
                          ------------------------------------------------------------------------------------
                          BPC Holding   Berry Plastics   Combined      Combined
                          Corporation    Corporation     Guarantor   Non-guarantor  Consolidating
                            (PARENT)       (ISSUER)     SUBSIDIARIES SUBSIDIARIES   ADJUSTMENTS   CONSOLIDATED
                          ------------ --------------- ------------- -------------- ------------- ------------
<S>                        <C>         <C>        <C>              <C>       <C>           <C>
CONSOLIDATING STATEMENTS OF OPERATIONS
Net sales                     $    -      $159,783         $279,533       $22,343       $     -     $461,659
Cost of goods sold                 -       103,867          213,355        20,778             -      338,000
                          ------------ --------------- ------------- ------------- -------------- ------------
Gross profit                       -        55,916           66,178         1,565             -      123,659
Operating expenses               924        23,113           40,889         5,266             -       70,192
                          ------------ --------------- ------------- ------------- -------------- ------------
Operating income (loss)         (924)       32,803           25,289        (3,701)            -       53,467
Other expenses                     -            46              481           (54)            -          473
Interest expense, net         17,469         7,277           26,848         2,761             -       54,355
Income taxes (benefit)        (8,307)        8,682              234           125             -          734
Equity in net (income)
 loss from subsidiary         (7,991)        8,807            6,533             -        (7,349)           -
                          ------------ --------------- ------------- ------------- -------------- ------------
Net income (loss)            $(2,095)      $ 7,991          $(8,807)      $(6,533)       $7,349      $(2,095)
                          ============ =============== ============= ============= ============== ============
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATING STATEMENTS OF CASH FLOWS
Net income (loss)           $ (2,095)       $7,991          $(8,807)     $ (6,533)       $7,349      $(2,095)
<S>                      <C>     <C>      <C>      <C>     <C>     <C>
Non-cash expenses              9,775        16,146           33,072         4,451             -       63,444
Equity in net (income)
 loss from subsidiary         (7,991)        8,807            6,533             -        (7,349)           -
Changes in working capital       154         5,882          (11,258)       (1,779)            -       (7,001)
                          ------------ --------------- ------------- ------------- -------------- ------------
Net cash provided by (used
 for) operating activities      (157)       38,826           19,540        (3,861)            -       54,348
Net cash used for investing
 activities                        -       (30,688)         (22,395)       (3,207)            -      (56,290)
Net cash provided by (used
 for) financing activities       377        (9,199)           3,014         6,388             -          580
Effect on exchange rate
 changes on cash                   -           540             (540)          540             -          540
                          ------------ --------------- ------------- ------------- -------------- ------------
Net increase (decrease) in cash
 and cash equivalents            220         (521)             (381)         (140)            -         (822)
Cash and cash equivalents at
 beginning of year               220          642               791           401             -         2,054
                          ------------ --------------- ------------- ------------- -------------- ------------
Cash and cash equivalents at
 end of year                 $   440        $ 121            $  410        $  261       $     -        $1,232
                          ============ =============== ============= ============= ============== ============
</TABLE>


                                    F-25



<PAGE>




<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 30, 2000 (PREDECESSOR)
                          ------------------------------------------------------------------------------------
                          BPC Holding   Berry Plastics   Combined      Combined
                          Corporation    Corporation     Guarantor   Non-guarantor  Consolidating
                            (PARENT)       (ISSUER)     SUBSIDIARIES SUBSIDIARIES   ADJUSTMENTS   CONSOLIDATED
                          ------------ --------------- ------------- -------------- ------------- ------------
<S>                        <C>         <C>        <C>              <C>       <C>           <C>
Consolidating Statements of Operations
Net sales                    $    -          $158,055       $234,944       $15,089       $     -     $408,088
Cost of goods sold                -           108,739        189,872        13,508             -      312,119
                          ------------ --------------- ------------- -------------- ------------- ------------
Gross profit                      -            49,316         45,072         1,581             -       95,969
Operating expenses              616            23,303         37,852         4,091             -       65,862
                          ------------ --------------- ------------- -------------- ------------- ------------
Operating income (loss)        (616)           26,013          7,220        (2,510)            -       30,107
Other expenses                    -               258            619             -             -          877
Interest expense, net        16,025            11,221         23,000         1,211             -       51,457
Income taxes (benefit)           18               168             22          (350)            -         (142)
Extraordinary item                -             1,022              -             -             -        1,022
Equity in net (income)
 loss from subsidiary         6,448            19,792          3,371             -       (29,611)           -
                          ------------ --------------- ------------- -------------- ------------- ------------
Net income (loss)          $(23,107)          $(6,448)      $(19,792)      $(3,371)      $29,611     $(23,107)
                          ============ =============== ============= ============= ============== ============

Consolidating Statements of Cash Flows
Net income (loss)          $(23,107)          $(6,448)     $ (19,792)     $ (3,371)    $  29,611     $(23,107)
Non-cash expenses            16,958            13,332         30,372         1,988             -       62,650
Equity in net (income)
 loss from subsidiary         6,448            19,792          3,371             -       (29,611)           -
Changes in working capital     (646)            2,931         (2,928)       (2,794)            -       (3,437)
                          ------------ --------------- ------------- -------------- ------------- ------------
Net cash provided by (used
 for) operating activities     (347)           29,607         11,023        (4,177)            -       36,106
Net cash used for investing
 activities                       -           (78,328)       (27,218)       (3,169)            -     (108,715)
Net cash provided by (used
 for) financing activities     (136)           48,307         16,671         7,195             -       72,037
Effect on exchange
 rate changes on cash             -                80            (80)           80             -           80
                          ------------ --------------- ------------- -------------- ------------- ------------
Net increase (decrease)in cash
 and cash equivalents          (483)             (334)           396           (71)            -         (492)
Cash and cash equivalents at
 beginning of year              703               976            395           472             -        2,546
                          ------------ --------------- ------------- -------------- ------------- ------------
Cash and cash equivalents at
 end of year                 $  220             $ 642         $  791        $  401       $     -       $2,054
                          ============ =============== ============= ============= ============== ============

</TABLE>

NOTE 16.  QUARTERLY FINANCIAL DATA (UNAUDITED)

The following  table  contains  selected unaudited quarterly financial data
for fiscal years 2002 and 2001.

<TABLE>
<CAPTION>
                                 2002                                      2001
                 --------------------------------------    -------------------------------------
                  FIRST    SECOND    THIRD*    FOURTH       FIRST     SECOND    THIRD    FOURTH
                 -------- --------  --------- ---------    --------  --------  -------  --------
<S>              <C>    <C>       <C>        <C>      <C>        <C>        <C>     <C>
Net sales        $122,934 $127,989  $127,575   $115,805    $116,016  $124,997  $121,910  $98,736
Cost of sales      90,299   94,974    97,492     88,508      83,927    89,092    91,311   73,670
                 --------  --------  --------  ---------    --------  --------  -------- -------
Gross profit      $32,635  $33,015   $30,083    $27,297     $32,089   $35,905   $30,599  $25,066
                 ========  ========  ========  =========    ========  ========  ======== =======

Net income (loss)  $4,766   $5,216  $(42,071)     $(527)     $1,022    $1,907      $176  $(5,200)
                 ========  ========  ========  =========    ========  ========  ======== =======
</TABLE>

  * For comparison purposes, the  period  from  June 30, 2002 to July
    21,  2002 (Predecessor) has been combined with  the  period  from
    July 22,  2002  to September 28, 2002 (Company).  Net loss in the
    third quarter of  2002 includes merger expenses of $20,987 and an
    extraordinary expense  of $25,328 incurred in connection with the
    Merger.




                                    F-26



<PAGE>



                                SIGNATURES

  Pursuant to the requirements  of  Section  13  or 15(d) of the Securities
Exchange  Act of 1934, the registrant has duly caused  this  report  to  be
signed on its  behalf by the undersigned, thereunto duly authorized, on the
21st day of March, 2003.

                                   BPC HOLDING CORPORATION



                                   By /S/IRA G. BOOTS
                                      _____________________________
                                      Ira G. Boots
                                      President and Chief Executive Officer


  Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
        SIGNATURE                        TITLE                                   DATE
<S>                                  <C>                                     <C>


/s/ Joseph H. Gleberman         Chairman of the Board of Directors            March 21, 2003
-----------------------
Joseph H. Gleberman

/s/ Ira G. Boots          President, Chief Executive Officer and Director     March 21, 2003
-----------------------            (Principal Executive Officer)
Ira G. Boots

/s/ James M. Kratochvil   Executive Vice President, Chief Financial Officer,  March 21, 2003
-----------------------    Treasurer and Secretary (Principal Financial and
James M. Kratochvil                      Accounting Officer)

/s/ Christopher C. Behrens                     Director                       March 21, 2003
-----------------------
Christopher C. Behrens

/s/ Patrick J. Dalton                          Director                       March 21, 2003
----------------------
Patrick J. Dalton

/s/ Douglas F. Londal                          Director                       March 21, 2003
----------------------
Douglas F. Londal

/s/ Mathew J. Lori                             Director                       March 21, 2003
----------------------
Mathew J. Lori
</TABLE>






<PAGE>


                                SIGNATURES

  Pursuant  to the requirements of Section 13 or 15(d)  of  the  Securities
Exchange Act  of  1934,  the  registrant  has duly caused this report to be
signed on its behalf by the undersigned, thereunto  duly authorized, on the
21st day of March, 2003.

                                   BERRY PLASTICS CORPORATION

                                   By /S/ IRA G. BOOTS
                                      ________________________
                                      Ira G. Boots
                                      President and Chief Executive Officer

  Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
        SIGNATURE                        TITLE                                   DATE
<S>                                  <C>                                     <C>


/s/ Joseph H. Gleberman         Chairman of the Board of Directors            March 21, 2003
-----------------------
Joseph H. Gleberman

/s/ Ira G. Boots          President, Chief Executive Officer and Director     March 21, 2003
-----------------------             (Principal Executive Officer)
Ira G. Boots

/s/ James M. Kratochvil   Executive Vice President, Chief Financial Officer,  March 21, 2003
-----------------------   Treasurer and Secretary (Principal Financial and
James M. Kratochvil                      Accounting Officer)

/s/ Christopher C. Behrens                     Director                       March 21, 2003
-----------------------
Christopher C. Behrens

/s/ Patrick J. Dalton                          Director                       March 21, 2003
----------------------
Patrick J. Dalton

/s/ Douglas F. Londal                          Director                       March 21, 2003
----------------------
Douglas F. Londal

/s/ Mathew J. Lori                             Director                       March 21, 2003
----------------------
Mathew J. Lori
</TABLE>






<PAGE>


                              CERTIFICATIONS

I, Ira G. Boots, certify that:

1. I have reviewed this annual report on Form 10-K of BPC Holding
Corporation and Berry Plastics Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrants' other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  a) designed such disclosure controls and procedures to ensure that
  material information relating to the registrant, including its
  consolidated subsidiaries, is made known to us by others within those
  entities, particularly during the period in which this annual report is
  being prepared;

  b)  evaluated the effectiveness of the registrants'  disclosure  controls
  and procedures  as  of  a date within 90 days prior to the filing date of
  this annual report (the "Evaluation Date"); and

  c) presented in this annual report our conclusions about the
  effectiveness of the disclosure controls and procedures based on our
  evaluation as of the Evaluation Date;

5. The registrants' other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants' auditors and the audit
committee of registrants' board of directors (or persons performing the
equivalent function):

  a) all significant deficiencies in the design or operation of internal
  controls which could adversely affect the registrants' ability to record,
  process, summarize and report financial data and have identified for the
  registrants' auditors any material weaknesses in internal controls; and

  b) any fraud, whether or not material, that involves management or other
  employees who have a significant role in the registrants' internal
  controls; and

6. The registrants' other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  March 21, 2003


/S/ IRA G. BOOTS
_____________________
Ira G. Boots
President and Chief Executive Officer






<PAGE>


I, James M. Kratochvil, certify that:

1. I have reviewed this annual report on Form 10-K of BPC Holding
Corporation and Berry Plastics Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrants' other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  a) designed such disclosure controls and procedures to ensure that
  material information relating to the registrant, including its
  consolidated subsidiaries, is made known to us by others within those
  entities, particularly during the period in which this annual report is
  being prepared;

  b) evaluated the effectiveness  of  the  registrants' disclosure controls
  and procedures as of a date within 90 days  prior  to  the filing date of
  this annual report (the "Evaluation Date"); and

  c) presented in this annual report our conclusions about the
  effectiveness of the disclosure controls and procedures based on our
  evaluation as of the Evaluation Date;

5. The registrants' other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants' auditors and the audit
committee of registrants' board of directors (or persons performing the
equivalent function):

  a) all significant deficiencies in the design or operation of internal
  controls which could adversely affect the registrants' ability to record,
  process, summarize and report financial data and have identified for the
  registrants' auditors any material weaknesses in internal controls; and

  b) any fraud, whether or not material, that involves management or other
  employees who have a significant role in the registrants' internal
  controls; and

6. The registrants' other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  March 21, 2003


/S/ JAMES M. KRATOCHVIL
_________________________
James M. Kratochvil
Executive Vice President, Chief Financial Officer, Treasurer and
Secretary








<PAGE>


          SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS
         FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANT
        WHICH HAS NOT REGISTERED SECURITIES PURSUANT TO SECTION 12
                                OF THE ACT


The  Registrants  have  not  sent  any  annual report or proxy material  to
securityholders.







<PAGE>


                             BPC HOLDING CORPORATION

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                      CHARGED TO
                                           BALANCE AT    CHARGED TO     OTHER                    BALANCE AT
               DESCRIPTION                 BEGINNING     COSTS AND    ACCOUNTS-    DEDUCTIONS-    END OF
                                           OF PERIOD     EXPENSES     DESCRIBE     DESCRIBE       PERIOD
----------------------------------        ------------- ------------ ------------ ------------- -------------


<S>                                        <C> <C>    <C> <C>   <C> <C>   <C> <C>     <C> <C>

Period from July 22, 2002 to December 28, 2002
Allowance for doubtful accounts              $ 2,063       $(291)        $   -       $ (218)(1)    $ 1,990
                                          ============= ============= ============ ============ =============

Period from December 30, 2001 to July 21, 2002
Allowance for doubtful accounts              $ 2,070        $164         $   -       $  171 (1)    $ 2,063
                                          ============= ============= ============ ============ =============

Year ended December 29, 2001
Allowance for doubtful accounts              $ 1,724        $337         $ 295(2)    $  286 (1)    $ 2,070
                                          ============= ============= ============ ============ =============

Year ended December 30, 2000
Allowance for doubtful accounts              $ 1,386        $ 79         $ 510(2)    $  251 (1)    $ 1,724
                                         ============= ============= ============ ============ =============
</TABLE>


     (1)  Uncollectible accounts written off, net of recoveries.
     (2)  Primarily relates to purchase of accounts  receivable  and  related
          allowance through acquisitions.






                                    S-1


<PAGE>


                                   INDEX

EXHIBIT
  NO.                       DESCRIPTION OF EXHIBIT
-------                     ----------------------
2.1     Agreement and Plan of Merger, dated as of May 25, 2002, among GS
        Berry  Acquisition  Corp.,  GS  Capital  Partners  2000, L.P., GS
        Capital  Partners  2000 Offshore, L.P., GS Capital Partners  2000
        GmbH & Co. Beteiligungs  KG,  Bridge Street Special Opportunities
        Fund 2000, L.P., GS Capital Partners  2000  Employee  Fund, L.P.,
        Stone  Street  Fund  2000, Holding, the Company, the Stockholders
        listed on Schedule 1 attached  thereto,  Atlantic Equity Partners
        International  II, L.P., J.P. Morgan Partners  (SBIC),  LLC,  BPC
        Equity, LLC and Ira G. Boots (filed as Exhibit 2.1 to the Current
        Report on Form 8-K  filed  on  July 31, 2002 (the "Form 8-K") and
        incorporated herein by reference)

2.2     First  Amendment  dated as of July  17,  2002  among  GS  Berry
        Acquisition Corp., GS  Capital  Partners  2000,  L.P., GS Capital
        Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH & Co.
        Beteiligungs KG, Bridge Street Special Opportunities  Fund  2000,
        L.P.,  GS Capital Partners 2000 Employee Fund, L.P., Stone Street
        Fund 2000,  Holding,  the  Company,  the  Stockholders  listed on
        Schedule   1   attached   thereto,   Atlantic   Equity   Partners
        International  II,  L.P.,  J.P. Morgan Partners (SBIC), LLC,  BPC
        Equity, LLC and Ira G. Boots to the Agreement and Plan of Merger,
        dated as of May 25, 2002 (filed  as  Exhibit  2.2 to the Form 8-K
        and incorporated herein by reference)

2.3     Second  Amendment  dated  as  of July 22, 2002 among  GS  Berry
        Acquisition Corp., GS Capital Partners  2000,  L.P.,  GS  Capital
        Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH & Co.
        Beteiligungs  KG,  Bridge Street Special Opportunities Fund 2000,
        L.P., GS Capital Partners  2000 Employee Fund, L.P., Stone Street
        Fund  2000,  Holding, the Company,  the  Stockholders  listed  on
        Schedule   1   attached   thereto,   Atlantic   Equity   Partners
        International II,  L.P.,  J.P.  Morgan  Partners (SBIC), LLC, BPC
        Equity, LLC and Ira G. Boots to the Agreement and Plan of Merger,
        dated as of May 25, 2002 (filed as Exhibit  2.3  to  the Form 8-K
        and incorporated herein by reference)

3.1     Amended and Restated Certificate of Incorporation of Holding (filed
        as Exhibit 4.1 to the Form S-8 filed on August 6, 2002(the
        "Form S-8") and incorporated herein by reference)

3.2     Amended and Restated Bylaws of Holding (filed as Exhibit 4.2 to the
        Form S-8 and incorporated herein by reference)

4.1     The Indenture, dated as of July 22, 2002, among Holding, the Company,
        the  other  guarantors  listed  on the signature page thereof, and U.S.
        Bank Trust National Association,  as  trustee  relating  to the 10 3/4%
        Senior Subordinated Notes due 2012 (filed as Exhibit 4.1 to the Form-S-
        4 filed on August 16, 2002 "2002 Form S-4" and incorporated  herein  by
        reference)

4.2    The  Registration  Rights  Agreement, dated July 22, 2002, among BPC
       Holding, the Company, the other guarantors listed on the signature page
       thereof, and J.P. Morgan Securities  Inc.,  Goldman,  Sachs  & Co., the
       Royal  Bank of Scotland and Credit Suisse First Boston Corporation,  as
       Initial  Purchasers  relating  to the 10 3/4% Senior Subordinated Notes
       due 2012 (filed as Exhibit 4.2 to  the  2002  Form-S-4 and incorporated
       herein by reference)

4.3   Supplemental  Indenture,  dated  as  of August 6,  2002,  among  the
      Company,  Holding,  Berry  Iowa  Corporation,  Packerware  Corporation,
      Knight Plastics, Inc., Berry Sterling Corporation, Berry Plastic Design
      Corporation,  Poly-Seal  Corporation,   Berry   Plastics   Acquisitions
      Corporation  III,  Venture Packaging, Inc., Venture Packaging  Midwest,
      Inc., Berry Plastics Technical Services, Inc., CPI Holding Corporation,
      Aerocon, Inc., Pescor,  Inc.,  Berry  Tri-Plas Corporation and Cardinal
      Packaging,  Inc.,  the  new guarantors listed  on  the  signature  page
      thereof, and U.S. Bank Trust National Association, as trustee (filed as
      Exhibit 4.3 to the 2002 Form-S-4 and incorporated herein by reference)

10.1 Stockholders Agreement dated  as  of  July 22, 2002, among Holding, GS
     Capital Partners 2000, L.P., GS Capital  Partners  Offshore,  L.P.,  GS
     Capital  Partners  2000 GmbH & Co. Beteiligungs KG, GS Capital Partners
     2000 Employee Fund,  L.P.,  Stone Street Fund 2000, L.P., Bridge Street
     Special Opportunities Fund 2000,  L.P., Goldman Sachs Direct Investment
     Fund  2000,  L.P.,  J.P.  Morgan Partners  (BHCA),  L.P.,  J.P.  Morgan
     Partners Global Investors,  L.P., J.P. Morgan Partners Global Investors
     (Cayman), L.P., J.P. Morgan Partners Global Investors (Cayman) II, L.P.
     and J.P. Morgan Partners Global  Investors  A,  L.P.  (filed as Exhibit
     10.1 to the 2002 Form-S-4 and incorporated herein by reference)

10.2 Stockholders Agreement dated as of July 22, 2002, among  Holding,  and
     those  stockholders  listed  on  Schedule  A attached thereto (filed as
     Exhibit 4.6 to the Form S-8 and incorporated herein by reference)



<PAGE>



10.3 Credit and Guaranty Agreement, dated as of  July  22,  2002, among the
     Company,  Holding, certain Subsidiaries of the Company, as  guarantors,
     various lenders,  Goldman  Sachs Credit Partners, L.P., JP Morgan Chase
     Bank, Fleet National Bank, The  Royal  Bank  of  Scotland  and  General
     Electric Capital Corporation (filed as Exhibit 10.3 to the 2002 Form-S-
     4 and incorporated herein by reference)

10.4 Employment Agreement dated December 24, 1990, as amended, between  the
     Company  and  R. Brent Beeler ("Beeler") (filed as Exhibit 10.10 to the
     Form S-1 and incorporated herein by reference)

10.5* Amendment to Beeler Employment Agreement dated November 30, 1995

10.6 Amendment to Beeler Employment Agreement dated June 30, 1996 (filed as
     Exhibit 10.7 to  the  Registration  Statement on Form S-4 filed on July
     17, 1996 (the "1996 Form S-4") and incorporated herein by reference)

10.7 Employment Agreement dated December  24,  1990 as amended, between the
     Company and James M. Kratochvil ("Kratochvil")  (filed as Exhibit 10.12
     to the Form S-1 and incorporated herein by reference)

10.8* Amendment to Kratochvil Employment Agreement dated November 30, 1995

10.9  Amendment  to  Kratochvil Employment Agreement dated  June  30,  1996
     (filed as Exhibit 10.13 to the 1996 Form S-4 and incorporated herein by
     reference)

10.10 Employment Agreement dated as of January 1, 1993, between the Company
     and Ira G. Boots ("Boots")  (filed as Exhibit 10.13 to the Form S-1 and
     incorporated herein by reference)

10.11* Amendment to Boots Employment Agreement dated November 30, 1995

10.12 Amendment to Boots Employment Agreement dated June 30, 1996 (filed as
      Exhibit  10.16  to  the  1996  Form  S-4  and  incorporated  herein  by
      reference)

10.13 Employment Agreement dated as of January 21, 1997, between the
      Company and Bruce J. Sims  ("Sims")  (filed as Exhibit 10.14 to
      the Form 10-K filed March 29, 2000 (the  "1999  Form 10-K") and
      incorporated herein by reference)

10.14 Financing  Agreement  dated as of April 1, 1991, between  the
      City of Henderson, Nevada  Public  Improvement  Trust  and  the
      Company  (including  exhibits)  (filed  as Exhibit 10.17 to the
      Form S-1 and incorporated herein by reference)

10.15 Employment Agreement dated as of August 14, 2000, between the Company
      and William J. Herdrich (filed as Exhibit 10.15 to  the  2002  Form-S-4
      and incorporated herein by reference)

10.16* BPC Holding Corporation 1996 Stock Option Plan

10.17 Holding 2002 Stock Option Plan dated August 5, 2002 (filed as Exhibit
      4.7 to the Form S-8 and incorporated herein by reference)

10.18 Holding Key Employee Equity Investment Program dated August 5,  2002
      (filed  as  Exhibit  4.6  to  the  Form  S-8 and incorporated herein by
      reference)

10.19 Pledge and Security Agreement dated as of  July 22, 2002, between the
      Company, and the other grantors party thereto  and Fleet National Bank,
      as the Collateral Agent (filed as Exhibit 10.18  to  the  2002 Form-S-4
      and incorporated herein by reference)

10.20 Amendment to Beeler Employment Agreement dated as of June  30,  2001
      (filed as Exhibit 10.19 to the 2002 Form-S-4 and incorporated herein by
      reference)

10.21 Amendment  to  Boots  Employment  Agreement dated as of June 30, 2001
     (filed as Exhibit 10.20 to the 2002 Form-S-4 and incorporated herein by
     reference)

10.22 Amendment to Kratochvil Employment  Agreement  dated  as  of June 30,
     2001  (filed  as  Exhibit  10.21  to the 2002 Form-S-4 and incorporated
     herein by reference)



<PAGE>




10.23 Amendment to Sims Employment Agreement  dated  as  of  July  16, 2002
     (filed as Exhibit 10.22 to the 2002 Form-S-4 and incorporated herein by
     reference)

12.1* Ratio of earnings to fixed charges

21.1* List of subsidiaries


*  Filed herewith.