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 27, 2003
                                      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 18,  2004,  there  were  outstanding  3,396,887 shares of the
Common  Stock, $.01 par value, of BPC Holding Corporation.   As  of  March  18,
2004, 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:

   changes in prices and availability of resin  and other raw materials
      and our ability to pass on changes in raw material prices;

   catastrophic loss of our key manufacturing facility;

   risks  related  to  our  acquisition  strategy  and  integration  of
      acquired businesses;

   risks associated with our substantial indebtedness and debt service;

   performance of our business and future operating results;

   risks of competition in our existing and future markets;

   general business and economic conditions, particularly  an  economic
      downturn;

   increases  in  the  cost  of  compliance  with laws and regulations,
      including environmental laws and regulations; and

   the factors discussed in the section of this  Form 10-K titled "Risk
      Factors."

      Readers  should  carefully review the factors discussed  in  the  section
titled "Risk Factors" 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.  We are currently in the process of finalizing
our Code of Ethics.


                                      -2-


<PAGE>
                               TABLE OF CONTENTS

                            BPC HOLDING CORPORATION
                          BERRY PLASTICS CORPORATION

             FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 27, 2003

                                                                           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...    21
Item 7B.    Risk Factors ................................................    21
Item 8.     Financial Statements and Supplementary Data..................    27
Item 9.     Changes  in  and Disagreements with Accountants on Accounting
            and Financial Disclosure.....................................    27
Item 9A.    Controls and Procedures......................................    27

                                   PART III

Item 10.    Directors and Executive Officers of the Registrants..........    28
Item 11.    Executive Compensation.......................................    31
Item 12.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholders Matters.............................    33
Item 13.    Certain Relationships and Related Transactions...............    35
Item 14.    Principal Accountant Fees and Services.......................    37

                                    PART IV

Item 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K  39


                                      -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 rigid 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.   Our  top  10  customers
represented approximately 18% of our fiscal  2003  net  sales  with no customer
accounting for more than 4% of our fiscal 2003 net sales.  On a pro forma basis
giving effect to the acquisition of Landis Plastics, Inc. as if  it occurred at
the  beginning  of  fiscal  2003,  our  top 10 customers would have represented
approximately 32% of our pro forma fiscal  2003  net  sales  with  no  customer
accounting  for  more  than  8%  of  our  pro forma fiscal 2003 net sales.  The
average length of our relationship with these customers was over 19 years.  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 16 high-volume manufacturing facilities  and
have extensive distribution capabilities.

      We organize  our  product  categories  into  three  operating  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)         1999    2000   2001   2002   2003
                        ----    ----   ----   ----   ----
<S>                    <C>     <C>     <C>     <C>     <C>

Containers             $188.7  $231.2 $234.5 $250.4 $288.5
Closures                 81.0   112.2  132.4  133.9  147.3
Consumer products        59.1   64.7    94.8  110.0  116.1
                        -----   -----  -----  -----  -----
Total net sales        $328.8  $408.1 $461.7 $494.3 $551.9
                        =====   =====  =====  =====  =====

</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.

                                      -4-

<PAGE>

      From 1992 until 2003, 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.   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.  In
1997,  we  acquired  (1)  certain  assets  of  Container  Industries,  Inc.,  a
manufacturer   and   marketer   of   injection-molded  industrial  and  pry-off
containers,  (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., 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,  the
parent company  of  Cardinal  Packaging,  Inc.,  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 Mount Vernon Plastics Corporation ("Mount  Vernon").   In
2003, we acquired  (1)  the  400  series  continuous  threaded injection molded
closure assets from CCL Plastic Packaging, (2) the injection molded overcap lid
assets from APM Inc., and (3) all of the outstanding capital  stock  of  Landis
Plastics, Inc., a manufacturer and marketer of open-top containers.

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. Immediately following the Merger, private
equity  funds  affiliated  with  Goldman Sachs owned approximately 63%  of  the
outstanding common stock of BPC Holding,  private  equity funds affiliated with
J.P. Morgan Chase & Co. owned approximately 29% and  members  of our management
owned the remaining 8%.

      The total amount of funds required to consummate the Merger  and  to  pay
the  related  fees  and  expenses  was  approximately $870.7 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
due  2012, 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>

The Landis Acquisition

      On November 20, 2003, Berry Plastics acquired Landis Plastics,  Inc.  for
aggregate  consideration  of  approximately  $229.7  million, pursuant to which
Berry's  wholly-owned  subsidiary, Berry Plastics Acquisition  Corporation  IV,
merged with and into Landis, and Landis became our wholly-owned subsidiary (the
"Landis Acquisition").   The  Landis  Acquisition  was  funded  through (1) the
issuance  by Berry Plastics of $85.0 million aggregate principal amount  of  10
3/4% senior  subordinated notes due 2012 to various institutional buyers, which
resulted in gross  proceeds  of  $95.2 million, (2) aggregate net borrowings of
$54.1 million under our amended and  restated  senior  secured  credit facility
from  our new term loans, after giving effect to the refinancing of  our  prior
term loan,  (3)  an  aggregate  common  equity  contribution  of $62.0 million,
consisting of contributions of $35.4 million by GS Capital Partners  2000, L.P.
and  its  affiliates,  $16.1  million by J.P. Morgan Partners Global Investors,
L.P. and its affiliates, and an aggregate of $10.5 million from existing Landis
shareholders and (4) cash on hand.   Berry  also  agreed  to acquire, for $32.0
million,  four  facilities that Landis leased from certain of  its  affiliates.
Prior to the closing  of  the  Landis  Acquisition,  we assigned our rights and
obligations to purchase the four facilities owned by affiliates of Landis to an
affiliate  of W.P. Carey & Co., L.L.C. and then leased  those  four  facilities
from them.

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.   The  following table describes our
container product lines.

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

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

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

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

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

Specialty    Customer specific                        Various Premium consumer items, such as 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 2003.  On a pro forma basis giving effect to the acquisition of
Landis Plastics, Inc. as if it occurred at the beginning  of  fiscal  2003,  no
single container customer exceeded 8% of our pro forma fiscal 2003 net sales

      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,  in-house  graphic  arts  and tooling
departments,  low-cost  manufacturing  capability  with 14 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

                                      -6-

<PAGE>

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, 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.

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 20% of the U.S. injection-molded market consists of manufacturers
who produce overcaps in-house for their own needs.

      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
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 2003, 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 2003, 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.

                                      -7-

<PAGE>

Consumer Products

      Our consumer products division focuses on drink cups and housewares.

Drink Cups
----------

      We  believe that we are the largest provider of injection-molded  plastic
drink cups  in the United States. 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 2003, no single drink cup customer accounted for  more  than 2%
of  our  total  net  sales.  Drink  cup competitors include Huhtamaki (formerly
Packaging  Resources Incorporated), Sweetheart,  International  Paper,  Dopaco,
Letica, and WNA (formerly Cups Illustrated).

Housewares
----------

      Our participation  in  the  housewares  market  is  primarily  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 2003, 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  60   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  either  injection  or
thermoform molding presses.  In both cases, the process begins with raw plastic
pellets which are then converted into  finished  products.   In  the  injection
process,  the  raw  pellets  are  melted to a liquid state and injected into  a
multi-cavity steel mold where the resin  is  allowed  to  solidify  to take the
final shape of the part.  In the thermoform process, the raw resin is  softened
to  the  point  where sheets of material are drawn into multi-cavity molds  and
formed over the molds  to  form  the  desired  shape.  The final parts are then
either cut and trimmed in the mold or trimmed as  a secondary process.  In both
processes,  the  cured  parts  are  transferred from the  molding  process  via
automated handling equipment to corrugated containers for shipment to customers
or   for  post-molding  secondary  operations   (offset   printing,   labeling,
silkscreening,  handle  applications,  etc.).   We  believe  that  our molding,
handling, and post-molding capabilities are among the best in the industry.

      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
maintenance capability to support molding and post-molding 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 $153.7 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.   The  Landis
Acquisition  provides  the  additional  capability of in-house mold production,
which will be considered for certain projects.  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  $3.5  million,  $2.9 million and $1.9 million on research  and
development in 2003, 2002, and 2001, 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.
Teams use the Six Sigma methodology to improve internal processes  and  service
the  customer.   All of our facilities except for two facilities (Richmond  and
Phoenix) that were acquired in connection with the Landis Acquisition 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").    We   are   actively   pursuing   ISO
certification  in the remaining two facilities.  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  (excluding  the  Landis  facilities, which we anticipate completing the
conversion process by the end of the  second  quarter  of  2004)  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 $140.3 million and over 350 million pounds  of resin in
fiscal  2003.   On  a  pro  forma  basis  after  giving  effect  to  the Landis
Acquisition, our annual resin pound utilization exceeds 500 million pounds with
approximately 28% of our resin pounds being high density polyethylene ("HDPE"),
17%  linear  low  density polyethylene and 55% polypropylene ("PP").   We  have
contractual price escalators  and  de-escalators  tied  to  the  price of resin
representing   approximately   55%   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, we have historically had success in
passing  through price increases  and  decreases  in  the  price  of  resin  to
customers  without  indexed price agreements.  For example, in fiscal 2003, our
net sales increased by  $57.6  million over fiscal 2002, of which approximately
$25.6 million was attributable to  increased  selling prices.  This occurred in
an environment of rapidly escalating resin prices.   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.  Based
on information from Plastics News, an industry publication, average spot prices
of HDPE and PP on December 27, 2003 were $0.515 per pound and $0.470 per pound,
respectively,  reflecting  increases  of $0.12 per pound, or 30%, and $0.08 per
pound, or 21%, over the respective average spot prices from December 28, 2002.

      Our purchasing strategy is to deal  with  only  high-quality,  dependable
suppliers,  such as Dow, Chevron, Nova, Equistar, Atofina, Basell, Sunoco,  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 2003, we had approximately 4,700 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 2003,  approximately 330 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 liability for the  entire  cost  of a cleanup can be
imposed on any responsible party.  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 through 2001, the most  recent
compliance  period  examined.   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, the
most  recent  compliance  period examined.  Therefore, rigid plastic containers
are exempt from the requirements  of the California statute for 2002.  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     SQUARE FOOTAGE             USE               OWNED/LEASED
    --------     --------------             ---               ------------
<S>              <C>               <C>                            <C>
Evansville, IN      580,000        Headquarters and manufacturing Owned
Henderson, NV       175,000        Manufacturing                  Owned
Iowa Falls, IA      100,000        Manufacturing                  Owned
Charlotte, NC       150,000        Manufacturing                  Owned
Lawrence, KS        424,000        Manufacturing                  Owned
Suffolk, VA         110,000        Manufacturing                  Owned
Monroeville, OH     152,000        Manufacturing                  Owned
Norwich, England     88,000        Manufacturing                  Owned
Woodstock, IL       170,000        Manufacturing                  Owned
Streetsboro, OH     140,000        Manufacturing                  Owned
Baltimore, MD       244,000        Manufacturing                  Owned
Milan, Italy        125,000        Manufacturing                  Leased
Chicago, IL         472,000        Manufacturing                  Leased
Richmond, IN        160,000        Manufacturing                  Owned
Syracuse, NY        135,000        Manufacturing                  Leased
Phoenix, AZ         140,000        Manufacturing                  Leased
</TABLE>

      We  believe that our property and equipment is well-maintained,  in  good
operating condition  and adequate for our present needs.  In addition, we own a
property in Monticello, Indiana that was acquired in connection with the Landis
Acquisition that was subsequently  closed  as  part of our integration efforts.
This property is currently on the market for sale.

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

      By  Written  Consent  in  Lieu of a Meeting of the  Stockholders  of  BPC
Holding Corporation dated December  10, 2003, stockholders that hold a majority
of  the  stock  entitled to vote approved  an  amendment  to  the  BPC  Holding
Corporation 2002 Stock Option Plan to revise vesting provisions of such plan to
provide for 20% vesting  the  first  year and each subsequent year for four (4)
years for time and upon reaching or exceeding performance targets.


                                      -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 18, 2004, there were 103 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, as supplemented
(the "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"),  and  the  Company has restrictions regarding  the  payment  of
dividends on its common stock.  In addition, the Company's amended and restated
senior secured credit facility  contains  covenants  that,  among other things,
restrict  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 and Related Stockholder Matters".



                                      -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
"2003,"  "2002,"  "2001,"  "2000,"  and "1999" relate to the fiscal years ended
December 27, 2003, December 28, 2002, December 29, 2001, December 30, 2000, and
January  1,  2000,  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 "Risk Factors."

<TABLE>
<CAPTION>
                                                                 BPC HOLDING CORPORATION
                                         -----------------------------------------------------------------------
<S>                                    <C>             <C> <C>         <C> <C> <C>         <C> <C>
                                                                               FISCAL
                                         -----------------------------------------------------------------------

                                                      COMBINED
                                                      COMPANY &
                                          COMPANY     PREDECESSOR   PREDECESSOR   PREDECESSOR   PREDECESSOR
                                         -----------------------------------------------------------------------
                                           2003          2002           2001           2000          1999
                                         -----------------------------------------------------------------------
                                                                (IN THOUSANDS OF DOLLARS)
Statement of Operations Data:
   Net sales                             $551,876       $494,303     $461,659      $408,088      $328,834
   Cost of goods sold                     420,750        371,273      338,000       312,119       241,067
                                          -------        -------      -------       -------       -------
   Gross profit                           131,126        123,030      123,659        95,969        87,767
   Operating expenses (a)                  59,936         77,467       70,192        65,862        54,118
                                          -------        -------      -------       -------       -------
   Operating income                        71,190         45,563       53,467        30,107        33,649
   Other expenses (income) (b)                 (7)           299          473           877         1,416
   Loss on extinguished debt (c)              250         25,328            -         1,022             -
   Interest expense, net (d)               45,413         49,254       54,355        51,457        40,817
                                          -------        -------      -------       -------       -------
   Income (loss) before income taxes       25,534        (29,318)      (1,361)      (23,249)       (8,584)
   Income taxes (benefit)                  12,486          3,298          734          (142)          554
                                          -------        -------      -------       -------       -------
   Net income (loss)                       13,048        (32,616)      (2,095)      (23,107)       (9,138)
   Preferred stock dividends                    -          6,468        9,790         6,655         3,776
   Amortization of preferred stock discount     -            574        1,024           768           292
                                          -------        -------      -------       -------       -------
   Net income (loss) attributable to common
   stockholders                          $ 13,048      $ (39,658)   $ (12,909)    $ (30,530)    $ (13,206)
                                          =======        =======      =======       =======       =======

Balance Sheet Data (at end of year):
   Working capital                      $  87,571       $ 64,201    $  19,327     $  20,470    $   10,527

   Fixed assets                           282,977        193,132      203,217       179,804       146,792
   Total assets                         1,015,806        760,576      446,876       413,122       340,807
   Total debt                             751,605        609,943      485,881       468,806       403,989
   Stockholders' equity (deficit)         152,591         75,163     (139,601)     (137,997)     (133,471)

Other Data:
   Depreciation and amortization (e)   $   44,078      $  41,965     $ 50,907     $  42,148     $  31,795
   Capital expenditures                    29,949         28,683       32,834        31,530        30,738

</TABLE>

(a)  Operating  expenses  include  $20,987 related to the Merger during fiscal
   2002.

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

(c) The loss on extinguished debt in 2003 represents the legal costs associated
   with  amending  the senior credit facility in  connection  with  the  Landis
   Acquisition.  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 a loss on extinguished debt.  In 2000, the loss on extinguished debt
   relates to deferred financing fees  written  off as a result of amending the
   retired senior credit facility.

(d) Includes non-cash interest expense of $2,318, $2,476, $11,268, $18,047, and
   $15,567, in fiscal 2003, 2002, 2001, 2000, and 1999, respectively.

(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 "Risk Factors" 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. Immediately following the Merger, private
equity funds affiliated  with  Goldman  Sachs  owned  approximately  63% of the
outstanding  common stock of BPC Holding, private equity funds affiliated  with
J.P. Morgan Chase  &  Co. owned approximately 29% and members of our management
owned the remaining 8%.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

  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.   A  ten percent increase
or decrease in our bad debt experience would not have a material  impact on the
results of operations of the Company.  Our allowance for doubtful accounts  was
$2.7 million as of December 27, 2003.

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.
A ten percent increase or decrease in our medical claims  experience  would not
have  a  material  impact  on  the  results  of operations of the Company.  Our
accrued liability for medical claims was $3.0  million,  including reserves for
expected medical claims incurred but not reported as of December 27, 2003.

                                      -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.  A ten percent increase or decrease  in  our workers' compensations
claims experience would not have a material impact on the results of operations
of  the  Company.  Our accrued liability for workers' compensation  claims  was
$3.1 million as of December 27, 2003.

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.

Impairments of Long-Lived Assets.  In accordance with the methodology described
in FASB Statement No. 144, "Accounting for  the Impairment or Disposal of Long-
Lived Assets," we review long-lived assets for  impairment  whenever  events or
changes in circumstances indicate the carrying amount of such assets may not be
recoverable.   Impairment  losses  are  recorded  on long-lived assets used  in
operations when indicators of impairment are present  and the undiscounted cash
flows  estimated  to  be generated by those assets are less  than  the  assets'
carrying amounts.  The  impairment loss is measured by comparing the fair value
of the asset to its carrying  amount.   No  impairments  were  recorded  in the
financial statements included in this Form 10-K.

Deferred  Taxes  and  Effective Tax Rates.  We estimate the effective tax rates
and associated liabilities  or  assets for each legal entity in accordance with
FAS 109.  We use tax-planning to  minimize  or  defer tax liabilities to future
periods.  In recording effective tax rates and related  liabilities and assets,
we  rely  upon  estimates,  which are based upon our interpretation  of  United
States and local tax laws as  they  apply to our legal entities and our overall
tax structure.  Audits by local tax jurisdictions,  including the United States
Government, could yield different interpretations from  our  own  and cause the
Company  to  owe more taxes than originally recorded.  For interim periods,  we
accrue our tax  provision at the effective tax rate that we expect for the full
year. As the actual results from our various businesses vary from our estimates
earlier in the year,  we  adjust  the  succeeding interim periods effective tax
rates to reflect our best estimate for the  year-to-date  results  and  for the
full  year.  As part of the effective tax rate, if we determine that a deferred
tax asset  arising  from temporary differences is not likely to be utilized, we
will establish a valuation  allowance  against  that  asset to record it at its
expected realizable value.

  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  profit  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  charges  related  to  these
reductions and rationalizations.

YEAR ENDED DECEMBER 27, 2003
COMPARED TO YEAR ENDED DECEMBER 28, 2002

      Net  Sales.  Net sales increased $57.6 million, or 12%, to $551.9 million
in 2003 from $494.3 million in 2002 with an approximate 5% increase in net
selling price due to higher resin costs passed through to our customers.
Container net sales  increased  $38.1 million with the Landis acquisition
providing net sales of approximately $20.1  million  in 2003.  The remaining
increase in containers of $18.0 million can be primarily attributed to higher
selling prices primarily due to passing through the costs of  increased resin
prices.  Closure net sales increased $13.4 million primarily due  to  the  CCL
acquisition, higher selling prices,  and  increased  volume  in  the United
States  closure  product  line.  Consumer products net sales increased  $6.1
million  in  2003 primarily due to increased  sales  from  the  thermoformed
drink cup line and retail  housewares partially offset by a reduction in sales
of a specialty drink cup line.

                                      -16-

<PAGE>

      Gross profit.  Gross profit  increased  $8.1  million from $123.0 million
(25% of net sales) in 2002 to $131.1 million (24% of  net sales) in 2003.  This
increase  of  7%  includes  the  combined  impact  of the added  sales  volume,
productivity improvement initiatives and the timing  effect  of the 5% increase
in net selling prices partially offset by higher raw material  costs.   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, in the fourth quarter of 2002 we closed
our Fort Worth, Texas facility,  which  was acquired in the Pescor acquisition,
and in the fourth quarter of 2003, we initiated  the closing of our Monticello,
Indiana  facility.   The  Monticello  facility  was  acquired   in  the  Landis
acquisition.  The business from these locations was distributed throughout  our
facilities.   Also,  significant  productivity  improvements were made in 2003,
including the addition of state-of-the-art injection molding, thermoforming and
post molding equipment at several of our facilities.

      Operating Expenses.  Selling expenses increased  by $1.7 million to $23.9
million  for  2003  from  $22.2  million principally as a result  of  increased
selling expenses resulting from increased  sales.   General  and administrative
expenses increased from $23.4 million to $25.7 million in 2003.   This increase
of  $2.3  million  can  be  primarily attributed to the Landis Acquisition  and
increased accrued bonus expenses.   Research  and  development  costs increased
$0.6  million to $3.5 million in 2003 primarily as a result of an  increase  in
projects  under  development  and  the  Landis  acquisition.   Intangible asset
amortization  increased  from  $2.4 million in 2002 to $3.3 million  for  2003,
primarily as a result of intangibles  resulting  from the Merger and the Landis
acquisition.   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.  Other expenses  were  $3.6  million  for  2003  compared  to $5.6
million  for 2002.  Other expenses in 2003 include transition expenses of  $1.5
million related  to  recently  acquired businesses, $1.1 million related to the
shutdown and reorganization of facilities,  and  $1.0  million  related  to  an
acquisition  that was not completed.  Other expenses in 2002 include 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.

  Interest  Expense,  Net.   Net  interest  expense, including amortization  of
deferred financing costs and debt premium, for  2003  was  $45.7 million (8% of
net sales) compared to $74.6 million (15% of net sales) in 2002,  a decrease of
$28.9  million.   This  decrease  is  primarily attributed to $18.7 million  of
prepayment fees and related charges and $6.6 million of deferred financing fees
written off in 2002 due to the extinguishment  of  debt  in connection with the
Merger and decreased rates of interest on borrowings in 2003.   The  prepayment
fees  and related charges and deferred financing fees written off in the  Prior
year were  previously  classified  as extraordinary.  Pursuant to SFAS 145, any
gain or loss on extinguishment of debt  that was classified as an extraordinary
item in prior periods presented that does  not  meet the criteria in Opinion 30
for classification as an extraordinary item must be reclassified.  As a result,
we have reclassified the extraordinary item in the  Statements of Operations to
continuing operations in these financial statements.

      Income Taxes.  In 2003, we recorded income tax  expense  of $12.5 million
for income taxes, or an effective tax rate of 49%, compared to $3.3 million for
fiscal 2002.  The effective tax rate is greater than the statutory  rate due to
the impact of state taxes and foreign location losses for which no benefit  was
currently  provided.   The increase of $9.2 million over 2002 can be attributed
to the Merger as the use  of  fully  reserved  net operating loss carryforwards
that existed at the time of the Merger have been  recorded  as  a  reduction to
goodwill.  We continue to operate in a net operating loss carryforward position
for federal income tax purposes.

      Net  Income  (Loss).   We  recorded  net income of $13.0 million in  2003
compared to a net loss of $32.6 million in 2002 for the reasons stated above.

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.

                                      -17-

<PAGE>

      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 Mount 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.

      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  $74.6  million  (15%  of  net  sales)
compared  to  $54.4  million  (12%  of net sales) in 2001, an increase of $20.2
million.  This increase is primarily  attributed to $18.7 million of prepayment
fees and related charges and $6.6 million  of  deferred  financing fees written
off  in 2002 due to the extinguishment of debt in connection  with  the  Merger
partially  offset by decreased rates of interest on borrowings.  The prepayment
fees and related  charges  and deferred financing fees written off in 2002 were
previously classified as extraordinary.  Pursuant to SFAS 145, any gain or loss
on extinguishment of debt that was classified as an extraordinary item in prior
periods  presented  that  does   not  meet  the  criteria  in  Opinion  30  for
classification as an extraordinary  item must be reclassified.  As a result, we
have reclassified the extraordinary item  in  the  Statements  of Operations to
continuing operations in these financial statements.

      Income Taxes.  During fiscal 2002, we recorded an expense of $3.3 million
for  income  taxes compared to $0.7 million for fiscal 2001.  The  increase  of
$2.6 million over  2001  can  be  attributed  to the Merger as the use of fully
reserved net operating loss carryforwards that  existed  at  the  time  of  the
Merger  have  been recorded as a reduction to goodwill.  We continue to operate
in a net operating loss carryforward position for federal income tax purposes.

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

INCOME TAX MATTERS

      As of December  27, 2003, Holding has unused operating loss carryforwards
of $76.0 million for federal income tax purposes which begin to expire in 2012.
Alternative minimum tax  credit carryforwards of approximately $3.5 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 $12.9 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").
On November 10, 2003, in connection with the Landis Acquisition, we amended and

                                      -18-

<PAGE>

restated the Credit Facility (the "Amended and Restated Credit Facility").  The
Amended and Restated 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.   On November 10, 2003,  we  used  $325.9
million to refinance in full the balance  outstanding under our prior term loan
in the Credit Facility.  The remaining $4.1  million was used to fund a portion
of the purchase price for the Landis Acquisition.   The  $50.0  million delayed
draw facility was drawn on November 20, 2003 to fund a portion of  the purchase
price  for  the  Landis  Acquisition.   The maturity date of the term loan  and
delayed draw term loan is July 22, 2010, and the maturity date of the revolving
credit  facility  is July 22, 2008.  The indebtedness  under  the  Amended  and
Restated Credit Facility  is  guaranteed by BPC Holding and all of its domestic
subsidiaries.  The obligations of Berry Plastics under the Amended and Restated
Credit Facility and the guarantees  thereof are secured by substantially all of
the assets of such entities. At December  27,  2003,  there  were no borrowings
outstanding on the revolving credit facility.

      Borrowings under the Amended and Restated 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 and delayed  draw  term loan, the applicable margin
is (1) with respect to Base Rate Loans, 1.50% per annum and (2) with respect to
Eurodollar Rate Loans, 2.50% per annum.  For Eurodollar  Rate  Loans  under the
revolving credit facility, the applicable margin ranges from 2.75% per annum to
2.00%  per  annum,  depending  on  our  leverage  ratio (2.75% based on results
through December 27, 2003).  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 Amended and Restated 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 0.50% per annum
on the average daily unused portion of the revolving credit facility.  Pursuant
to a requirement in the Amended and Restated Credit Facility and as a result of
an  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%.

      The  Amended  and Restated 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 Amended and Restated  Credit Facility contains (1) a minimum
interest coverage ratio as of the last day  of  any  quarter  of  2.00:1.00 per
quarter  for  the  quarters ending December 2003 and March 2004, 2.10:1.00  per
quarter for the quarters  ending  June  2004  and September 2004, 2.15:1.00 per
quarter for the quarters ending December 2004 and  March  2005,  2.25:1.00  per
quarter  for  the  quarters  ending  June 2005 through the quarter ending March
2006,  2.35:1.00 per quarter for the quarters  ending  June  2006  through  the
quarter  ending  December  2006  and  2.50:1.00  per  quarter thereafter, (2) a
maximum  amount  of capital expenditures (subject to the  rollover  of  certain
unexpended amounts  from  the  prior year and increases due to acquisitions) of
$50 million for the years ending  2003  and  2004,  $60  million  for the years
ending 2005, 2006 and 2007, and $65 million for each year thereafter, and (3) a
maximum total leverage ratio as of the last day of any quarter of 5.90:1.00 per
quarter  for  the  quarters ending December 2003 and March 2004, 5.75:1.00  per
quarter for the quarters  ending  June  2004  and September 2004, 5.50:1.00 per
quarter for the quarters ending December 2004 and  through  the  quarter ending
June  2005,  5.25:1.00 per quarter for the quarters ending September  2005  and
December 2005,  5.00:1.00  per  quarter  for the quarters ending March 2006 and
June 2006, 4.75:1.00 per quarter for the quarters ending September 2006 through
the quarter ending March 2007, 4.50:1.00 per  quarter  for  the quarters ending
June 2007 through the quarter ending December 2007, 4.25:1.00  per  quarter for
the  quarters  ending March 2008 through the quarter ending December 2008,  and
4.00:1.00 per quarter  thereafter.   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 27, 2003.

      The term loan amortizes  quarterly  as  follows:  $825,000  each  quarter
through June 30, 2009 and $77,756,250 each quarter beginning September 30, 2009
and  ending  June  30,  2010.   The  delayed  draw term loan facility amortizes
quarterly  as  follows:  $125,000  each quarter beginning  September  30,  2004
through June 30, 2009 and $11,875,000 each quarter beginning September 30, 2009
and ending June 30, 2010.  Borrowings  under  the  Amended  and Restated 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

                                      -19-

<PAGE>

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
$25.0 million of letters of credit to be issued instead of borrowings under the
revolving credit facility and up to $10.0 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.

  On November 20, 2003, we completed an offering  of  $85.0  million  aggregate
principal  amount  of  additional  2002  Notes  (the  "Add-on Notes").  The net
proceeds to us from the sale of the Add-on Notes, after  expenses,  were  $91.8
million.  The proceeds from the Add-on Notes were used in the financing of  the
Landis   Acquisition.   Other  than  with  respect  to  transfer  restrictions,
registration rights and liquidated damages, the Add-on Notes were issued on the
same terms as, and constitute a single class with, the 2002 Notes.  Holding and
all of our domestic subsidiaries fully, jointly, severally, and unconditionally
guarantee the Add-on Notes.

  We are not  required  to  make  mandatory redemption or sinking fund payments
with respect to the 2002 Notes or Add-on  Notes.   On or subsequent to July 15,
2007, the 2002 Notes and Add-on 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 and Add-on
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 under which the 2002 Notes and the  Add-on Notes were issued (the
"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  Indenture under which the 2002 Notes and  the  Add-on  Notes  were  issued
restricts  our  ability  to incur additional debt and contains other provisions
which could limit our liquidity.

      Our contractual cash  obligations  as of December 27, 2003 are summarized
in the following table.

<TABLE>
<CAPTION>
                                           PAYMENTS DUE BY PERIOD AT DECEMBER 27, 2003
                                          ----------------------------------------------
<S>                                      <C>      <C>        <C>       <C>       <C>
                                          TOTAL   <1 YEAR  1-3 YEARS 4-5 YEARS  >5 YEARS
                                          ----------------------------------------------
Long-term debt, excluding capital leases $717,342  $4,050   $8,600    $8,100   $696,592
Capital leases                             26,864   6,184    9,334     6,441      4,905
Operating leases                           97,604  12,223   20,071    13,156     52,154
Other long-term obligations                   245     245        -         -          -
                                          -------  ------   ------    ------    -------
Total contractual cash obligations       $842,055 $22,702  $38,005   $27,697   $753,651
                                          =======  ======   ======    ======    =======

</TABLE>

      Net cash provided by operating activities  was  $79.8  million in 2003 as
compared  to  26.6  million  in  2002.  This increase of $53.2 million  can  be
primarily attributed to Merger related  expenses  of  $21.0  million  in  2002,
improved  operating performance as our net income (loss) plus non-cash expenses
excluding the  Merger  related  expenses  improved  $8.1  million, and improved
working  capital  management.   Net cash provided by operating  activities  was
$54.3 million in 2001.  The decrease  of $27.7 million in 2002 can be primarily
attributed to expenses incurred in connection with the Merger.

      Net cash used for investing activities  increased  from  $44.9 million in
2002 to $265.7 million in 2003 primarily as a result of the Landis  acquisition
in 2003 partially offset by $12.4 million of capitalized Merger costs  in 2002.
Capital  expenditures  in  2003 were $29.9 million, an increase of $1.3 million
from $28.6 million in 2002.   Capital expenditures in 2003 included investments
of  $2.5  million  for facility renovations,  production  systems  and  offices
necessary to support  production operating levels throughout the company, $17.2
million for molds, $5.3  million  for  molding  and printing machines, and $4.9
million for accessory equipment and systems.  The  capital  expenditure  budget
for  2004  is  expected  to  be approximately $47.0 million.  Net cash used for
investing activities was $56.3 million in 2001 compared to the $44.9 million in
2002.  This decrease can be primarily  attributed  to the Pescor acquisition in
2001 partially offset by $12.4 million of capitalized Merger costs in 2002.

      Net cash provided by financing activities was  $196.8  million in 2003 as
compared  to  $32.4  million  in 2002.  The increase of $164.4 million  can  be
primarily attributed to the Landis  acquisition in 2003 partially offset by the

                                      -20-

<PAGE>

Merger.  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.

      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 2004 will be satisfied
through a combination of funds generated from  operating activities and cash on
hand,  together  with  funds available under the Amended  and  Restated  Credit
Facility.  We base such  belief  on  historical  experience and the substantial
funds available under the Amended and Restated Credit  Facility.   However,  we
cannot  predict  our  future  results of operations and our ability to meet our
obligations  involves numerous risks  and  uncertainties,  including,  but  not
limited to, those  described  in  the  "Risk Factors" section.  At December 27,
2003, our cash balance was $26.2 million,  and we had unused borrowing capacity
under  the  Amended  and Restated Credit Facility's  borrowing  base  of  $92.6
million.  Although the  $92.6  million  was available at December 27, 2003, the
covenants under our Amended and Restated  Credit Facility may limit our ability
to make such borrowings in the future.

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  Amended  and Restated Credit Facility.  The Amended and  Restated
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 27, 2003, there were no borrowings outstanding on
the revolving credit facility.  The net outstanding balance of  the  term  loan
and the delayed draw term loan facility at December 27, 2003 was $330.0 million
and $50.0 million, respectively.  The term loan and delayed draw term loan bear
interest  at the Eurodollar rate plus the applicable margin.  Future borrowings
under the Amended and Restated 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 Amended  and Restated Credit Facility and as a
result of an 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  27,
2003, the Eurodollar rate applicable to the term loan and delayed draw loan was
1.17% and 1.12%,  respectively.   If  the  Eurodollar  rate increases 0.25% and
0.5%, we estimate an annual increase in our interest expense  of  approximately
$0.8 million and $1.7 million, respectively.

ITEM 7B.RISK FACTORS

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 27, 2003, we had total indebtedness of approximately
$751.6 million, excluding $7.4 million in letters of credit under our revolving
credit facility and,  subject to certain conditions to borrowing, $92.6 million
available for future borrowings under our revolving credit 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

      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.

                                      -21-

<PAGE>

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 Indenture  and  the Amended and Restated 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 Amended and Restated 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  "Risk  Factors"
section.  The breach of any of these covenants  or restrictions could result in
a default under the Indenture or our Amended and  Restated 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 $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  $7.1
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.

We do not have guaranteed supply or fixed-price contracts with plastic resin
suppliers.

  We source plastic resin primarily  from major industry suppliers such as Dow,
Chevron, Nova, Equistar, Atofina, Basell, Sunoco 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.  Over the past several years, we have at times experienced
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 rapidly increasing resin prices
occur,  our  revenue  and/or profitability  may  be  materially  and  adversely

                                      -22-

<PAGE>

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 2003 cost us approximately $140.3 million, or 33%  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.   Based  on  information  from  Plastics News, average spot
prices of HDPE and PP on December 27, 2003 were $0.515 per pound and $0.470 per
pound, respectively, reflecting increases of $0.12 per pound, or 30%, and $0.08
per pound, or 21%, 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 sales) 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 and foreign  competitors  with  lower  cost
structures.  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-fourth of our products.  Also, our primary computer
software system resides on  a  computer  that  is  located  in  the  Evansville
facility.   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.

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:

      the  focus  of  management's  attention  to  the assimilation of the
      acquired companies and their employees and on the management of expanding
      operations;

      the incorporation of acquired products into our product line;

      the increasing demands on our operational systems;

                                      -23-

<PAGE>

      adverse effects on our reported operating results; and

      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.

  We may become  responsible  for unexpected liabilities that we failed or were
unable to discover in the course of performing due diligence in connection with
the Landis Acquisition and any  future  acquisitions.   We  have  required  the
selling  stockholders  of  Landis  to  indemnify us against certain undisclosed
liabilities.  However, we cannot assure  you  that the indemnification, even if
obtained, will be enforceable, collectible or sufficient  in  amount,  scope or
duration  to fully offset the possible liabilities associated with the business
or property  acquired.   Any  of  these  liabilities,  individually  or  in the
aggregate,  could  have  a  material  adverse effect on our business, financial
condition and results of operations.

The  integration  of  acquired businesses,  including  Landis,  may  result  in
substantial costs, delays or other problems.

  We  may  not  be  able  to   successfully  integrate  Landis  or  any  future
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:

      the  possibility  that  it  will  be  difficult  to   integrate  the
      operations into our other operations;

      the  possibility  that  we  have  acquired  substantial  undisclosed
      liabilities;

      the risks of entering markets or offering services for which we have
      no prior experience; and

      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.

  The acquisition of Landis is  significantly  larger  than any of our previous
acquisitions.  The  significant  expansion  of  our  business   and  operations
resulting  from  the  acquisition  of  Landis  may  strain  our administrative,
operational and financial resources. The integration of Landis into our company
has  and  will require substantial time, effort, attention, and  dedication  of
management resources and may distract our management in unpredictable ways from
our existing business. The integration process could create a number of adverse
consequences  for  us, including the possible unexpected loss of key employees,
customers or suppliers, a possible loss of sales or an increase in operating or
other  costs. The foregoing  could  have  a  material  adverse  effect  on  our
business,  financial condition and results of operations. We may not be able to
manage the combined  operations and assets effectively or realize all or any of
the anticipated benefits of the Landis Acquisition.

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

                                      -24-

<PAGE>

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.

A   significant   amount  of  our  net  worth  represents  goodwill  and  other
intangibles, and a  write-off  could  result in lower reported net income and a
reduction of our net worth.

  As of December 27, 2003, the net value  of our goodwill and other intangibles
was  approximately  $529.7 million.  In July  2001,  the  Financial  Accounting
Standards Board issued  Statements  of  Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets."   Under  the  new  standard,  we are no
longer  required  or  permitted  to  amortize goodwill reflected on our balance
sheet.  We are, however, required to evaluate goodwill reflected on our balance
sheet when circumstances indicate a potential impairment, or at least annually,
under the new impairment testing guidelines  outlined  in the standard.  Future
changes in the cost of capital, expected cash flows, or other factors may cause
our goodwill to be impaired, resulting in a noncash charge  against  results of
operations   to  write-off  goodwill  for  the  amount  of  impairment.   If  a
significant write-off  is  required,  the  charge would have a material adverse
effect on our reported results of operations and net worth in the period of any
such write-off.

Current  and  future  environmental and other governmental  requirements  could
adversely  affect our financial  condition  and  our  ability  to  conduct  our
business.

  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

                                      -25-

<PAGE>

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."

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 2003 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.

We  are  controlled by affiliates of Goldman,  Sachs  &  Co.  and  J.P.  Morgan
Securities  Inc.,  and their interests as equity holders may conflict with your
interests.

      As a result of  the  Merger, certain private equity funds affiliated with
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. own a substantial majority
of our common stock.  The interests  of  Goldman,  Sachs  & Co. and J.P. Morgan
Securities Inc. and their respective affiliates may not in all cases be aligned
with your interests.  Goldman, Sachs & Co. and J.P. Morgan  Securities Inc. and
their  respective  affiliates,  control  the  power to elect our directors,  to
appoint members of management and to approve all actions requiring the approval
of  the  holders  of  our common stock, including adopting  amendments  to  our
certificate of incorporation  and  approving  mergers,  certain acquisitions or
sales of all or substantially all of our assets.  For example, Goldman, Sachs &
Co.  and  J.P.  Morgan  Securities Inc. and their respective  affiliates  could
pursue  acquisitions,  divestitures   or  other  transactions  that,  in  their
judgment, could enhance their equity investment,  even though such transactions
might involve significant risks.

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 27, 2003 and December 28, 2002              F-2

Consolidated Statements of Operations for the period ended December 27, 2003,
the periods from July 22, 2002 to December 28, 2002 and from December 30, 2001
to July 21, 2002, and for the period ended December 29, 2001                        F-4

Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the
period ended December 27, 2003, the periods from July 22, 2002 to December 28,
2002 and from December 30, 2001 to July 21, 2002, and for the period ended
December 29, 2001                                                                   F-5

Consolidated Statements of Cash Flows for the period ended December 27, 2003,
the periods from July 22, 2002 to December 28, 2002 and from December 30, 2001
to July 21, 2002, and for the period ended December 29, 2001                        F-7

Notes to Consolidated Financial Statements                                          F-8
</TABLE>

                                      -26-

<PAGE>

               INDEX TO FINANCIAL STATEMENT SCHEDULES

   All 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.

ITEM 9A.   CONTROLS AND PROCEDURES

  (a) Evaluation of disclosure controls and procedures.

      As  required  by  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



                                      -27-


<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:

<TABLE>
<CAPTION>
          NAME           AGE         TITLE
          ----           ---         -----
<S>                       <C> <C>
Joseph H. Gleberman(1).. 46 Chairman and Director
Ira G. Boots(1)......... 50 President, Chief Executive Officer and Director
James M. Kratochvil..... 47 Executive Vice President, Chief Financial Officer,
                            Treasurer and Secretary
R. Brent Beeler......... 51 Executive Vice President
Gregory J. Landis....... 53 Director
William J. Herdrich..... 53 Executive Vice President
Christopher C. Behrens(1)43 Director
Patrick J. Dalton(2).... 35 Director
Douglas F. Londal(1)(2). 38 Director
Mathew J. Lori(2)....... 39 Director
</TABLE>

(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:

<TABLE>
<CAPTION>
            NAME            AGE             TITLE
            ----            ---             -----
<S>                          <C> <C>
Joseph H. Gleberman(1)(3)(4)46 Chairman and Director
Ira G. Boots(1)(4)......    50 President, Chief Executive Officer and Director
James M. Kratochvil.....    47 Executive Vice President, Chief Financial Officer,
                               Treasurer and Secretary
R. Brent Beeler.........    51 President - Containers and Consumer Products
Gregory J. Landis.......    53 President - Container Division and Director
William J. Herdrich.....    53 Executive Vice President and General Manager - Closures
Antonio Gabriele........    47 Vice President - International Division
Christopher C. Behrens(1)(3)43 Director
Patrick J. Dalton(2)(3).    35 Director
Douglas F. Londal(1)(2)(4)  38 Director
Mathew J. Lori(2)(4)....    39 Director
</TABLE>

(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,  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.

                                      -28-

<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 was named President - Containers and Consumer Products of
Berry Plastics  in  October  2003  and  has been an Executive Vice President of
Holding  since July 2002.  He had 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.

      GREGORY  J.  LANDIS became a Director of Holding and Berry  Plastics  and
President - Container  Division  of  Berry  Plastics upon closing of the Landis
Acquisition.   Mr. Landis had been President of  Landis  Plastics,  Inc.  since
1991.

      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.

      ANTONIO  GABRIELE became our Vice President - International  Division  in
September  2003.    He   was   previously  employed  by  Solo  Cup  Company  as
International Sales Manager and National Sales Manager since 1995.

      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, Brand Services Inc. and Interline Holdings, 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,  NextMedia Investors LLC 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.

                                      -29-

<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  28%  of  our  common  stock.   In  connection  with  the  Landis
Acquisition,  the  agreement  was  amended such that under the current terms of
this agreement, the parties have agreed  to  elect seven 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,  Landis  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 two additional
individuals 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.



                                      -30-


<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 2003, 2002 and 2001.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                       LONG TERM
                                                              ANNUAL COMPENSATION     COMPENSATION
                                                              -------------------     -------------
<S>                                                    <C>    <C>      <C>        <C>          <C>
                                                                                       SECURITIES
                                                      FISCAL                           UNDERLYING     OTHER
            NAME AND PRINCIPAL POSITION               YEAR     SALARY   BONUS (1)       OPTIONS (#)  COMPENSATION (2)
            ---------------------------               ------   ------   ---------     -------------  ----------------
Ira G. Boots                                           2003 $ 432,836  $ 150,231          2,383        $ 12,343
   President and Chief Executive Officer               2002   424,536  1,452,018         61,814          12,505
                                                       2001   316,461     87,500              -          12,428

James M. Kratochvil                                    2003 $ 278,867  $  96,577          1,356        $ 10,151
   Executive Vice President, Chief Financial Officer,  2002   273,400    945,026         35,040           9,889
   Treasurer and Secretary                             2001   231,919     64,166              -           9,198

R. Brent Beeler                                        2003 $ 313,761  $ 111,476          1,356         $ 3,105
   President - Containers and Consumer Products        2002   298,172  1,080,496         35,229           2,590
                                                       2001   284,251     78,750              -           3,196

Gregory J. Landis (3)                                  2003 $  49,500  $       -              -         $ 2,688
   President - Container Division                      2002         -          -              -               -
                                                       2001         -          -              -               -

William J. Herdrich                                    2003 $ 274,180  $ 117,772          1,356         $ 5,109
   Executive Vice President and General Manager        2002   269,222    983,506         25,581           4,899
   -Closures                                           2001   258,690     62,800          2,000           3,834

</TABLE>

(1)Amounts shown  include  transaction bonuses in 2002 of $1,238,298, $788,298,
   $871,298,  and $803,831 paid  to  Messrs.  Boots,  Kratochvil,  Beeler,  and
   Herdrich, 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.
(3)Amounts  shown  reflect only the activity since the closing  of  the  Landis
   Acquisition.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                                              Potential
                       Individual Grants                                  Realizable Value At
                       -----------------                                Assumed Rates Of Stock
                                                                        Price Appreciation For
                                                                             OptionTerm
                                                                        ------------------------
<S>        <C>  Number of        % Of Total              <C>           <C>       <C>
               Securities       Options Granted
           Underlying Options     To Employees     Exercise   Expiration
Name           Granted (#)       In Fiscal Year    Price ($)    Date          5% ($)   10% ($)
----      -------------------- ------------------ ---------   ----------    --------   -------

Ira Boots         1,589 (1)          4.1             100      12/10/13       99,932   253,239
Ira Boots           794 (2)          2.1             100      12/10/13       49,935   126,540
James M.            904 (1)          2.3             100      12/10/13       56,853   144,070
Kratochvil
James M.            452 (2)          1.2             100      12/10/13       28,426    72,035
Kratochvil
R. Brent            904 (1)          2.3             100      12/10/13       56,853   144,070
Beeler
R. Brent            452 (2)          1.2             100      12/10/13       28,426    72,035
Beeler
William J.          904 (1)          2.3             100      12/10/13       56,853   144,070
Herdrich
William J.          452 (2)          1.2             100      12/10/13       28,426    72,035
Herdrich
</TABLE>

(1)Represents options  granted on December 10, 2003, 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.
(2)Represents options  granted on December 10, 2003, 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.



                                      -31-


<PAGE>

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 27, 2003.

<TABLE>
<CAPTION>
                                             NUMBER OF UNEXERCISED        VALUE OF UNEXERCISED
                    SHARES                        OPTIONS AT              IN-THE-MONEY OPTIONS
                  ACQUIRED ON    VALUE        FISCAL YEAR-END             AT FISCAL YEAR-END
   NAME            EXERCISE     REALIZED   EXERCISABLE/UNEXERCISABLE    EXERCISABLE/UNEXERCISABLE
   ----           -----------   --------   -------------------------    -------------------------
                                                  (#)(2)                           (1)(2)
<S>                 <C>          <C>            <C>                       <C>
Ira G. Boots            -            -          32,917/47,558               $1,536,836/$419,380
James M. Kratochvil     -            -          19,602/26,968                  954,647/238,540
R. Brent Beeler         -            -          19,659/27,100                  954,647/238,540
Gregory J. Landis       -            -               -/-                             -/-
William J. Herdrich     -            -          12,835/20,346                  356,917/238,540
</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 27, 2003.
(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,   and  Herdrich  (each,  an  "Employment  Agreement"  and,
collectively,   the  "Employment  Agreements").   The  agreements  for   Boots,
Kratochvil and Beeler  expire  on  January  1,  2007  and Herdrich's expires on
December 31, 2008.  The Employment Agreements provided  for  fiscal  2003  base
compensation  of  $432,836, $278,867, $313,761, and $274,180, respectively.  We
are currently in the  process  of  negotiating an employment agreement with Mr.
Landis.   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 Herdrich 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  by  Berry Plastics or a predecessor in
interest  and (2) the 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, Landis, and Herdrich for fiscal  2003  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.

                                      -32-

<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 the Landis Acquisition and acted as an initial
purchaser in the offering  of  the  2002 Notes and Add-on Notes. Goldman, Sachs
Credit Partners, L.P. participated in  and  acted as joint lead arranger, joint
bookrunner and administrative agent for our Credit Facility and our Amended and
Restated 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  the Landis Acquisition 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  Add-on Notes and participated
in and acted as joint lead arranger, joint bookrunner  and  a syndication agent
for  our  Credit  Facility and Amended and Restated 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  AND
       RELATED STOCKHOLDER MATTERS

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 18, 2004 with respect to
(1) each person  known  by  Holding  to  own  beneficially  more than 5% of the
outstanding  shares  of  any  class of its voting capital stock,  (2)  each  of
Holding's directors, (3) the Named Executive Officers and (4) 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)                            1,155,042        33.2%
GS Capital Partners 2000 Offshore, L.P. (2)                     419,697        12.0
GS Capital Partners 2000 GmbH & Co. Beteiligungs KG (2)          48,278         1.4
GS Capital Partners 2000 Employee Fund, L.P. (2)                366,766        10.5
Stone Street 2000, L.P. (2)                                      36,069         1.0
Bridge Street Special  Opportunities Fund 2000, L.P. (2)         18,034           -
Goldman Sachs Direct Investment Fund 2000, L.P. (2)              60,114         1.7
J.P. Morgan Partners Global Investors, L.P. (3)                 193,108         5.5
J.P. Morgan Partners Global Investors (Cayman), L.P. (3)         97,495         2.8
J.P. Morgan Partners Global Investors (Cayman) II, L.P. (3)      10,883           -
J.P. Morgan Partners Global Investors A, L.P. (3)                27,954           -
J.P. Morgan Partners (BHCA), L.P. (3)                           625,112        17.9
Joseph H. Gleberman (4)                                       2,104,000        60.4
Christopher C. Behrens (5)                                      954,552        27.4
Patrick J. Dalton (6)                                         2,104,000        60.4
Douglas F. Londal (7)                                         2,104,000        60.4
Mathew J. Lori(8)                                                     -           -
Ira G. Boots                                                     73,635 (9)     2.1
James M. Kratochvil                                              40,749 (10)    1.2
R. Brent Beeler                                                  41,227 (11)    1.2
Gregory J. Landis                                               100,000         2.9
William J. Herdrich                                              29,338 (12)      -
All executive officers and directors as a group (10 persons)  3,343,501 (13)   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 18, 2004, 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.

                                      -33-

<PAGE>

(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.
(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 35,690 shares  of  Holding Common Stock granted
  to Mr. Boots, exercisable within 60 days of March 18, 2004.
(10)Includes options to purchase 18,792 shares of Holding  Common Stock granted
  to Mr. Kratochvil, exercisable within 60 days of March 18, 2004.
(11)Includes options to purchase 18,859 shares of Holding Common  Stock granted
  to Mr. Beeler, exercisable within 60 days of March 18, 2004.
(12)Includes options to purchase 13,934 shares of Holding Common Stock  granted
  to Mr. Herdrich, exercisable within 60 days of March 18, 2004.
(13)Includes  options to purchase 87,275 shares of Holding Common Stock granted
  to Executive Officers, exercisable within 60 days of March 18, 2004.

EQUITY COMPENSATION PLAN INFORMATION

      The  following  table  provides  information  as  of  December  27,  2003
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>
                                                                   Number of securities
                                                                   remaining available for
                Number of securities to be   Weighted Average      future issuance under
                 issued upon exercise of     exercise price of     equity compensation plan
                  outstanding options,      outstanding options,  (excluding securities
Plan category     warrants and rights       warrants and rights    referenced in column (a))
-------------  ---------------------------  --------------------  --------------------------
<S>             <C>                         <C>
                          (a)                       (b)                     (c)
Equity compensation
plans approved by
security holders (1)              -                       -                           -

Equity compensation
plans not approved by
security holders (2)        392,682(3)                  110                      22,588
                            ---------             ----------                   ----------
      Total                 392,682                     110                      22,588
</TABLE>

(1)Does not include  outstanding  options  to  acquire  137,980  shares,  at  a
   weighted-average  exercise  price  of $49.44 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.
(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  137,980  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.

                                      -34-

<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.
("First  Atlantic")  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 and $756,000 for
fiscal  2001.   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
$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. Immediately following the Merger, private
equity  funds  affiliated  with  Goldman Sachs owned approximately 63%  of  the
outstanding common stock of BPC Holding,  private  equity funds affiliated with
J.P. Morgan Chase & Co. owned approximately 29% and  members  of our management
owned the remaining 8%.

      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.

                                      -35-

<PAGE>

      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.
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 28% 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.

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, and
Herdrich 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, and Herdrich purchased  37,785,  21,957, 22,208, and 15,404
shares of BPC Holding common stock, respectively pursuant  to this program.  In
connection  with  these  purchases,  Messrs.  Boots,  Kratochvil,  Beeler,  and
Herdrich delivered ten-year promissory notes to BPC Holding  in  the  principal
amounts  of  $2,518,500,  $1,302,900, $1,313,400, and $1,027,000, 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

                                      -36-

<PAGE>

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  18,  2004,  a  total of $2,756,649, $1,426,102,
$1,437,595,  and  $1,124,113, including principal  and  accrued  interest,  was
outstanding under the  promissory  notes for each of Messrs. Boots, Kratochvil,
Beeler, and Herdrich, respectively.

THE LANDIS ACQUISITION

  Berry Plastics paid Goldman, Sachs  &  Co. and its affiliates a total of $1.7
million and JPMorgan Partners, an affiliate of J.P. Morgan Chase & Co., a total
of  $0.8  million  for  advisory  and  other services  related  to  the  Landis
Acquisition.  In connection with the Landis  Acquisition,  Goldman, Sachs & Co.
and its affiliates made an equity contribution of $35.4 million and J.P. Morgan
Chase & Co. and its affiliates made an equity contribution of  $16.1 million to
us.

  In addition, Goldman Sachs Credit Partners, L.P., and affiliates  of Goldman,
Sachs   &  Co.,  acted  as  the  joint  lead  arranger,  joint  bookrunner  and
administrative  agent  under  our  amended  and  restated senior secured credit
facility  and  received  fees  of $0.5 million in November  2003  for  services
provided.  J.P. Morgan Securities  Inc.,  an  affiliate  of J.P. Morgan Chase &
Co., acted as the joint lead arranger and joint bookrunner  and  JPMorgan Chase
Bank  acted as syndication agent under our amended and restated senior  secured
credit facility for consideration of approximately $0.5 million.

      In  connection  with  the  Landis  Acquisition, Berry Plastics sold $85.0
million  of 10  3/4% senior subordinated notes  due  2012  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  $1.0
million and $1.0 million, respectively, for services performed.

FUTURE RELATIONSHIPS WITH GOLDMAN SACHS AND J.P. MORGAN

  In the future,  Holding  or  Berry Plastics 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.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees.  The  aggregate  fees  for  professional services rendered by
Ernst & Young LLP for the audit of the Company's  annual  financial  statements
for  2003  and  2002,  the  review of the financial statements included in  the
Company's  Forms  10-Q for 2003  and  2002  and  statutory  audits  of  foreign
subsidiaries totaled $682,000 and $570,000, respectively.

                                      -37-
<PAGE>

  Audit-Related Fees.  The aggregate fees for assurance and related services by
Ernst & Young LLP that are related to the performance of the audit or review of
the Company's financial statements, for 2003 and 2002, and are not disclosed in
the  paragraph  caption   "Audit   Fees"  above,  were  $546,000  and $152,000,
respectively.  The services performed  by  Ernst & Young LLP in connection with
these  fees  consisted  of  employee  benefit plan  audits,  internal  controls
consultation, and due diligence on businesses being considered for purchase.

  Tax Fees.  The aggregate fees for professional  services  rendered by Ernst &
Young  LLP for tax compliance, for the years ended 2003 and 2002  were  $71,000
and $85,000,  respectively.  The aggregate fees billed by Ernst & Young LLP for
professional services  rendered  for  tax advice and tax planning, for 2003 and
2002, were $98,000 and $136,000, respectively.  The services performed by Ernst
& Young LLP in connection with these advisory  and  planning  fees consisted of
consultation regarding various tax issues.

  All  Other  Fees.  There were no fees for products and services  by  Ernst  &
Young LLP, other than the services described in the paragraphs captioned "Audit
Fees", "Audit-Related Fees", and "Tax Fees" above for 2003 and 2002.

      The  Audit  Committee  has  established  its  pre-approval  policies  and
procedures,  pursuant to which the Audit Committee approved the foregoing audit
and permissible  non-audit  services  provided  by  Ernst  & Young LLP in 2003.
Consistent   with  the  Audit  Committee's  responsibility  for  engaging   our
independent auditors,  all  audit and permitted non-audit services require pre-
approval by the Audit Committee.   All requests or applications for services to
be provided by the independent auditor that do not require specific approval by
the Audit Committee will be submitted  to  the Chief Financial Officer and must
include  a detailed description of the services  to  be  rendered.   The  Chief
Financial  Officer will determine whether such services are included within the
services that  have  received  pre-approval  of the Audit Committee.  The Audit
Committee will be informed on a timely basis of  any  such services rendered by
the  independent  auditor.   Request or applications to provide  services  that
require specific approval by the Audit Committee will be submitted to the Audit
Committee by both the independent  auditor and the Chief Financial Officer, and
must include a joint statement as to  whether,  in  their  view, the request or
application  is  consistent with the SEC's rules on auditor independence.   The
Chief Financial Officer  and  management  will  immediately report to the Audit
Committee any breach of this policy that comes to  the  attention  of the Chief
Financial  Officer  or  any member of management.  Pursuant to these procedures
the Audit Committee approved  the  audit  and  permissible  non-audit  services
provided by Ernst & Young LLP in 2003.


                                      -38-


<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

                  Schedules 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

        Current  Report  on  Form  8-K  filed October 23, 2003 containing press
        releases made by Berry Plastics related  to  the  agreement  to acquire
        Landis  Plastics,  Inc.  and  Berry's  intention to issue an additional
        amount of its 10  3/4% Senior Subordinated  Notes due 2012 resulting in
        gross  proceeds  of up to $110 million in an add-on  private  placement
        offering.

        Current Report on  Form  8-K  filed October 31, 2003 containing audited
        and unaudited financial statements of Landis Plastics, Inc.

        Current Report on Form 8-K filed November 10, 2003 containing financial
        and other information related to  the acquisition and related financing
        of Landis Plastics, Inc.

        Current Report on Form 8-K filed December  5,  2003  containing audited
        and  unaudited  financial  statements  of  Landis  Plastics,  Inc.  and
        unaudited pro forma financial statements.


                                      -39-


<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 27, 2003, and December 28, 2002, and the
related consolidated statements  of operations, changes in stockholders' equity
(deficit) and cash flows for the year  ended December 27, 2003, for the periods
from July 22, 2002 to December 28, 2002  (Company),  December  30, 2001 to July
21,  2002  (Predecessor),  and  the year ended December 29, 2001 (Predecessor).
These financial statements are the responsibility of Holding's management.  Our
responsibility is to express an opinion  on these financial statements 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  27,  2003  and  December  28, 2002, and the
consolidated  results of its operations and its cash flows for the  year  ended
December 27, 2003,  for  the  periods  from  July 22, 2002 to December 28, 2002
(Company), December 30, 2001 to July 21, 2002 (Predecessor), and the year ended
December  29,  2001  (Predecessor), in conformity  with  accounting  principles
generally accepted in the United States.

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 19, 2004



                                      F-1

<PAGE>


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

<TABLE>
<CAPTION>
                                                                    DECEMBER 27,   DECEMBER 28,
                                                                        2003           2002
                                                                    ------------   ------------
<S>                                                                 <C>        <C> <C>
ASSETS
Current assets:
   Cash and cash equivalents                                         $  26,192       $ 15,613

   Accounts receivable (less allowance for doubtful accounts
   of $2,717 at December 27, 2003 and $1,990 at December 28, 2002)      76,152         56,765

   Inventories:
        Finished goods                                                  61,556         50,002
        Raw materials and supplies                                      19,988         14,730
                                                                       --------       --------
                                                                        81,544         64,732
   Prepaid expenses and other current assets                            19,192          7,018
                                                                       --------       --------
Total current assets                                                   203,080        144,128

Property and equipment:
   Land                                                                  7,935          7,040
   Buildings and improvements                                           58,135         49,966
   Machinery, equipment and tooling                                    249,291        139,486
   Construction in progress                                             24,433         12,232
                                                                       --------       --------
                                                                       339,794        208,724
   Less accumulated depreciation                                        56,817         15,592
                                                                       --------       --------
                                                                       282,977        193,132
Intangible assets:
   Deferred financing fees, net                                         22,283         20,116
   Customer relationships, net                                          90,540         33,890
   Goodwill                                                            376,769        336,260
   Trademarks                                                           33,448         27,048
   Other intangibles, net                                                6,656          5,883
                                                                       --------       --------
                                                                       529,696        423,197
Other                                                                       53            119
                                                                       --------       --------
Total assets                                                        $1,015,806       $760,576
                                                                     ==========       ========


</TABLE>


                                      F-2

<PAGE>

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
<TABLE>
<CAPTION>
                                                                    DECEMBER 27,   DECEMBER 28,
                                                                        2003           2002
                                                                    ------------   ------------
<S>                                                              <C>        <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                    $ 43,175      $  31,204
  Accrued expenses and other liabilities                                21,335          9,926
  Accrued interest                                                      18,132         14,239
  Employee compensation and payroll taxes                               23,528         15,917
  Current portion of long-term debt                                      9,339          8,641
                                                                       --------       --------
Total current liabilities                                              115,509         79,927

Long-term debt, less current portion                                   742,266        601,302
Deferred income taxes                                                      720            640
Other long-term liabilities                                              4,720          3,544
                                                                       --------       --------
Total liabilities                                                      863,215        685,413
Stockholders' equity:
  Preferred stock; $.01 par value:  500,000 shares authorized;
  0 shares issued and outstanding at December 27, 2003 and
  December 28, 2002                                                          -              -
  Common stock; $.01 par value: 5,000,000 shares authorized;
  3,397,637 shares issued; and 3,377,923 shares outstanding at
  December 27, 2003 and 2,777,639 shares issued and 2,757,922
  shares outstanding at December 28, 2002                                   34             28
  Additional paid-in capital                                           344,363        281,816
  Adjustment of the carryover basis of continuing stockholders        (196,603)      (196,603)
  Notes receivable - common stock                                      (14,157)       (14,399)
  Treasury stock: 19,714 shares and 0 shares of common stock
  at December 27, 2003 and December 28, 2002, respectively              (1,972)             -
  Retained earnings                                                     16,227          3,179
  Accumulated other comprehensive income                                 4,699          1,142
                                                                       --------       --------
Total stockholders' equity                                             152,591         75,163
                                                                       --------       --------
Total liabilities and stockholders' equity                          $1,015,806      $ 760,576
                                                                     ==========       ========

</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
                                           --------------------------- --------------------------
<S>                                           <C>          <C>         <C> <C>         <C> <C>
                                            YEAR ENDED   PERIOD FROM    PERIOD FROM  YEAR ENDED
                                           DECEMBER 27,   7/22/02-       12/30/01-   DECEMBER 29,
                                              2003        12/28/02         7/21/02     2001
                                           --------------------------- --------------------------

Net sales                                   $ 551,876    $ 213,626       $ 280,677     $461,659
Cost of goods sold                            420,750      163,815         207,458      338,000
                                             --------     --------        --------     --------
Gross profit                                  131,126       49,811          73,219      123,659

Operating expenses:
   Selling                                     23,883       10,129          12,080       21,996
   General and administrative                  25,699        7,664          15,750       28,535
   Research and development                     3,459        1,450           1,438        1,948
   Amortization of intangibles                  3,326        1,159           1,249       12,802
      Merger expenses (Predecessor)                 -            -          20,987            -
      Other expenses                            3,569        2,757           2,804        4,911
                                             --------     --------        --------     --------
Operating income                               71,190       26,652          18,911       53,467

Other expenses (income):
   Loss (gain) on disposal of property
    and equipment                                  (7)           8             291          473
                                             --------     --------        --------     --------
Income before interest and taxes               71,197       26,644          18,620       52,994

Interest:
   Expense                                    (46,251)     (20,887)        (28,747)     (54,397)
   Loss on extinguished debt                     (250)           -         (25,328)           -
   Income                                         838          375               5           42
                                             --------     --------        --------     --------
Income (loss) before income taxes              25,534        6,132         (35,450)      (1,361)
Income taxes                                   12,486        2,953             345          734
                                             --------     --------        --------     --------
Net income (loss)                              13,048        3,179         (35,795)      (2,095)

Preferred stock dividends                           -            -          (6,468)      (9,790)
Amortization of preferred stock discount            -            -            (574)      (1,024)
                                             --------     --------        --------     --------
Net income (loss) attributable to
  common stockholders                        $ 13,048      $ 3,179       $ (42,837)   $ (12,909)
                                             ========     ========        ========     ========

</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>
Predecessor:
Balance at December 30, 2000 (Predecessor) $    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 (Predecessor)      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)     $    -       $     -      $     -     $     -     $  -      $     -
                                          ========     ========      ========    ========  ========   ========

Company:
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 (Company)          -             -            -           -        28     281,816
                                          --------     --------      --------    --------  --------   --------

Issuance of common stock                        -             -            -           -         6      62,547
Purchase of treasury stock                      -             -            -           -         -           -
Interest on notes receivabl                     -             -            -           -         -           -
Translation gain                                -             -            -           -         -           -
Other comprehensive losses                      -             -            -           -         -           -
Net income                                      -             -            -           -         -           -
                                          --------     --------      --------    --------  --------   --------
Balance at December 27, 2003 (Company)     $    -       $     -       $    -    $      -    $   34    $344,363
                                          ========     ========      ========    ========  ========   ========

</TABLE>



                                      F-5

<PAGE>
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                  (CONTINUED)
                           (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                ADJUSTMENT
                                  OF THE
                                CARRYOVER      NOTES                         ACCUMULATED
                                 BASIS OF   RECEIVABLE           RETAINED      OTHER
                               CONTINUING   - COMMON  TREASURY   EARNINGS   COMPREHENSIVE           COMPREHENSIVE
                              STOCKHOLDERS    STOCK    STOCK    (DEFICIT)   INCOME (LOSS)   TOTAL   INCOME (LOSS)
                             -------------------------------------------------------------------------------------
<S>                          <C>             <C>         <C>      <C>       <C>            <C>        <C>
Predecessor:
Balance at December 30, 2000   $     -      $     -    $    -  $  (218,168) $   (843)   $(137,997)
(Predecessor)                  ---------   ---------  -------- ----------- ----------  -----------
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)
(Predecessor)                  =========   =========  ======== =========== ==========  ===========   ==========

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         $   -        $   -      $   -     $     -    $    -      $     -     $ (34,366)
(Predecessor)                  =========   =========  ======== =========== ==========  ===========   ==========

Company:
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
 (Company)                    (196,603)     (14,399)         -       3,179     1,142        75,163        4,321
                               =========   =========  ======== =========== ==========  ===========   ==========

Issuance of common stock             -            -          -          -          -        62,553            -
Purchase of treasury stock           -          999     (1,972)         -          -          (973)           -
Interest on notes receivable         -         (757)         -          -          -          (757)           -
Translation gain                     -            -          -          -      3,645         3,645        3,645
Other comprehensive losses           -            -          -          -        (88)          (88)         (88)
Net income                           -            -          -      13,048         -        13,048       13,048
                               ---------   ---------  -------- ----------- ----------  -----------   ----------
Balance at December 27, 2003
 (Company)                  $ (196,603)   $ (14,157)  $ (1,972)   $16,227    $ 4,699      $152,591     $ 16,605
                               =========   =========  ======== =========== ==========  ===========   ==========

</TABLE>

See notes to consolidated financial statements.




                                      F-6

<PAGE>

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                    COMPANY                    PREDECESSOR
                                           --------------------------- --------------------------
<S>                                           <C>          <C>         <C> <C>         <C> <C>
                                            YEAR ENDED   PERIOD FROM    PERIOD FROM  YEAR ENDED
                                           DECEMBER 27,   7/22/02-       12/30/01-   DECEMBER 29,
                                              2003        12/28/02         7/21/02     2001
                                           --------------------------- --------------------------
OPERATING ACTIVITIES
Net income (loss)                             $13,048      $3,179       $(35,795)     $(2,095)
Adjustments to reconcile net income
(loss) to net cash provided by
   operating activities:
         Depreciation                          40,752      16,031         23,526       38,105
         Non-cash interest expense              2,318       1,077          1,399       11,268
         Amortization of intangibles            3,326       1,159          1,249       12,802
         Non-cash compensation                      -           -          1,920          796
         Loss on extinguished debt (Predecessor)    -           -         25,328            -
         Loss (gain) on sale of property and
          equipment                                (7)          8            291          473
         Deferred income taxes                 11,791       2,710              -            -
         Changes in operating assets and liabilities:
               Accounts receivable, net          (598)      8,717        (15,986)       2,869
               Inventories                      5,600      (4,091)        (4,255)      (4,017)
               Prepaid expenses and other
                receivables                    (2,582)     (1,280)          (603)         (50)
               Other assets                        32        (354)         2,042       (2,000)
               Accrued interest                 3,894      (3,686)         6,741       (1,042)
               Payables and accrued expenses    2,199      (7,422)         4,735       (2,761)
                                             ---------   ---------      ---------     ---------
Net cash provided by operating activities      79,773      16,048         10,592       54,348

INVESTING ACTIVITIES
Additions to property and equipment           (29,949)    (11,287)       (17,396)     (32,834)
Proceeds from disposal of property and
equipment                                           7           8              9           93
Transaction costs                                   -     (12,398)             -            -
Acquisitions of businesses                   (235,710)          -         (3,834)     (23,549)
                                             ---------   ---------      ---------     ---------
Net cash used for investing activities       (265,652)    (23,677)       (21,221)     (56,290)

FINANCING ACTIVITIES
Proceeds from long-term borrowings            149,944     580,000         24,492       15,606
Payments on long-term borrowings              (10,111)   (507,314)       (13,924)     (24,088)
Issuance of preferred stock and warrants            -           -              -        9,779
Issuance of common stock                       62,553     260,902              -          292
Purchase of treasury stock                       (973)           -             -           -
Redemption of predecessor stock                     -    (290,672)             -           -
Debt financing costs                           (4,592)    (21,103)             -       (1,009)
                                             ---------   ---------      ---------     ---------
Net cash provided by financing activities     196,821      21,813         10,568          580
Effect of exchange rate changes on cash          (363)      1,073           (815)         540
                                             ---------   ---------      ---------     ---------
Net increase (decrease) in cash and
 cash equivalents                              10,579      15,257           (876)        (822)
Cash and cash equivalents at beginning
 of period                                     15,613         356          1,232        2,054
                                             ---------   ---------      ---------     ---------
Cash and cash equivalents at end of period   $ 26,192    $ 15,613       $    356     $  1,232
                                             =========   =========      =========     =========

</TABLE>

See notes to consolidated financial statements.


                                      F-7

<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, Ociesse S.r.l  and  its  subsidiary  Capsol  Berry
Plastics  S.p.a.,  and  Landis  Plastics, 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;  Milan,  Italy;  Chicago,
Illinois; Richmond, Indiana; Syracuse, New York; and Phoenix, Arizona.

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.   In
2003,  the  Company  initiated  the  process of closing its Monticello, Indiana
facility,  which was acquired in connection  with  the  acquisition  of  Landis
Plastics, Inc.  in November 2003.  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 "2003", "2002," and "2001,"
relate to the fiscal years ended  December  27,  2003,  December  28, 2002, and
December  29, 2001, 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  $140.3 million and $113.0 million
in  2003  and  2002, respectively.  Dow Chemical Corporation  was  the  largest
supplier  of the  Company's  total  resin  material  requirements, representing
approximately 35% and 43% of such resin requirements in 2003 and 2002,
respectively.  The Company also uses other suppliers such as Chevron,  Nova,
Equistar, Atofina, Basell, Sunoco, and ExxonMobil to meet its resin
requirements.

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.

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.  The following table  summarizes
the activity by period for the allowance for doubtful accounts.

                                      F-8

<PAGE>

<TABLE>
<CAPTION>
                                                    COMPANY                    PREDECESSOR
                                           --------------------------- --------------------------
<S>                                           <C>          <C>         <C> <C>         <C> <C>
                                            YEAR ENDED   PERIOD FROM    PERIOD FROM  YEAR ENDED
                                           DECEMBER 27,   7/22/02-       12/30/01-   DECEMBER 29,
                                              2003        12/28/02         7/21/02      2001
                                           --------------------------- --------------------------
Balance at beginning of period               $1,990         $2,063         $2,070       $1,724
Charged to costs and expenses                   150           (291)           164          337
Charged to other accounts (1)                   545              -              -          295
Deductions (2)                                   32            218           (171)        (286)
                                            ---------     ---------      ---------     ---------
Balance at end of period                     $2,717         $1,990         $2,063       $2,070
                                            =========     =========      =========     =========
</TABLE>

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

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 ranging from three to 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)
and businesses acquired since  the  Merger.   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

Long-lived assets are reviewed for impairment  in  accordance with SFAS No. 144
whenever facts and circumstances indicate that the carrying  amount  may not be
recoverable.  Specifically, this process involves comparing an asset's carrying
value to the estimated undiscounted future cash flows the asset is expected  to
generate  over  its  remaining  life.   If  this  process were to result in the
conclusion  that  the  carrying  value  of  a long-lived  asset  would  not  be
recoverable, a write-down of the asset to fair  value would be recorded through
a charge to operations.  Fair value is determined  based  upon  discounted cash
flows or appraisals as appropriate.  Long-lived assets that are held  for  sale
are  reported  at  the  lower of the assets' carrying amount or fair value less
costs related to the assets'  disposition.   No  impairments  were  recorded in
these financial statements.

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.

                                      F-9
<PAGE>

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).

Revenue Recognition

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin
No.  101,  "Revenue  Recognition  in Financial Statements" ("SAB 101") and  SEC
Staff Accounting Bulletin No. 104,  "Revenue  Recognition" ("SAB 104"). Revenue
is  recognized when the title and risk of loss have  passed  to  the  customer,
there  is  persuasive  evidence  of  an  arrangement,  delivery has occurred or
services  have  been  rendered, the sales price is fixed or  determinable,  and
collectibility is reasonably assured.

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
                              --------------------------- --------------------------
<S>                           <C>          <C>         <C> <C>         <C> <C>
                              YEAR ENDED   PERIOD FROM    PERIOD FROM  YEAR ENDED
                              DECEMBER 27,   7/22/02-       12/30/01-   DECEMBER 29,
                                 2003        12/28/02         7/21/02      2001
                             --------------------------- --------------------------
Risk-free interest rate           3.0%         4.0%            4.0%         5.5%
Dividend yield                    0.0%         0.0%            0.0%         0.0%
Volatility factor                  .25          .25             .25          .28
Expected option life              5.0 years    5.0 years       5.0 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
                              --------------------------- --------------------------
<S>                           <C>          <C>         <C> <C>         <C> <C>
                              YEAR ENDED   PERIOD FROM    PERIOD FROM  YEAR ENDED
                              DECEMBER 27,   7/22/02-       12/30/01-   DECEMBER 29,
                                 2003        12/28/02         7/21/02      2001
                             --------------------------- --------------------------
Reported net income (loss)
Stock-based employee
compensation expense
included in reported income
(loss), net of tax                $13,048     $3,179        $(35,795)       $(2,095)

Total stock-based employee
compensation expense determined
under fair value based method,
for all awards, net of tax         (2,044)      (856)           (371)        (1,401)
                                 ---------  ---------       ---------       ---------
Pro forma net income (loss)       $11,004     $2,323        $(34,246)       $(2,700)
                                 =========  =========       =========       =========
</TABLE>

                                      F-10

<[PAGE>

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.

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 adjustments to record the minimum pension liability.

Use of Estimates

The  preparation  of  financial  statements  in  conformity   with   accounting
principles generally accepted in the United States requires management  to make
estimates  and  assumptions  that  affect  the  reported  amounts of assets and
liabilities,  disclosure  of  any  contingent  assets  and liabilities  at  the
financial statement date and reported amounts of revenue  and  expenses  during
the  reporting period.  On an on-going basis, the Company reviews its estimates
and  assumptions.   The  Company's  estimates  were  based  on  its  historical
experience  and  various  other  assumptions  that  the  Company believes to be
reasonable under the circumstances.  Actual results are likely  to  differ from
those estimates under different assumptions or conditions, but management  does
not  believe  such  differences  will materially affect the Company's financial
position or results of operations.

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.  The Merger (see Note 3) and subsequent acquisitions
(see Note 4)  have  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 following table presents the results of the Company on a comparable basis:

<TABLE>
<CAPTION>
                                        COMPANY                    PREDECESSOR
                              --------------------------- --------------------------
<S>                           <C>          <C>         <C> <C>         <C> <C>
                              YEAR ENDED   PERIOD FROM    PERIOD FROM   YEAR ENDED
                              DECEMBER 27,   7/22/02-       12/30/01-   DECEMBER 29,
                                 2003        12/28/02         7/21/02      2001
                             --------------------------- --------------------------
Reported net income (loss)      $13,048       $3,179        $(35,795)      $(2,095)
Goodwill amortization, net of tax     -            -               -         9,964
                               ---------    ---------       ---------      ---------
Adjusted net income (loss)      $13,048       $3,179        $(35,795)       $7,869
                               =========    =========       =========      =========
</TABLE>

                                      F-11

<PAGE>

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 reclassified  the
extraordinary item in the Statements of Operations  to continuing operations in
its 2003 financial statements.

                                      F-12

<PAGE>

In  November  2002,  the  FASB  issued  Interpretation  No.   45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees, Including  Indirect
Guarantees  of  Indebtedness  of Others."  The interpretation  expands  on  the
disclosure requirements to be made  in interim and annual financial statements.
The interpretation also requires that  a  liability  measured  at fair value be
recognized for guarantees even if the probability of payment on  the  guarantee
is  remote.   The  recognition  provisions  apply  on  a  prospective basis for
guarantees issued or modified after December 31, 2002.  The  Company's adoption
of the interpretation at the beginning of fiscal 2003 did not  have  a material
effect on the Company's accounting or reporting of its guarantees.

In  2003,  the  FASB issued Interpretation No. 46 ("FIN 46"), Consolidation  of
Variable Interest  Entities.  FIN 46 defines a variable interest entity ("VIE")
as a corporation, partnership, trust or any other legal structure that does not
have equity investors  with  a  controlling  financial  interest  or has equity
investors that do not provide sufficient financial resources for the  entity to
support its activities.  FIN 46 requires consolidation of a VIE by the  primary
beneficiary of the assets, liabilities, and results of activities effective for
2003.  FIN 46 also requires certain disclosures by all holders of a significant
variable  interest  in a VIE that are not the primary beneficiary.  The Company
does not have any VIE's.  The adoption of FIN 46 did not have a material impact
on the financial position or results of operations of the Company.

Also  in 2003, Emerging Issues Task Force ("EITF") reached a consensus on issue
No. 02-16  ("EITF 02-16"), "Accounting by a Customer (Including a Reseller) for
Certain Consideration Received from a Vendor".  EITF 02-16 addressed accounting
for  cash  consideration   received   by   a  reseller  from  a  vendor.   Cash
consideration  received  by  a customer from a  vendor  is  presumed  to  be  a
reduction of the prices of the  vendor's  products  or  services  and should be
characterized as a reduction of cost of sales when recognized in the customer's
income  statement.   However,  if the consideration is a payment for assets  or
services delivered to the vendor,  the  cash  consideration is characterized as
revenue  when recognized in the customer's income  statement.   The  EITF  also
addressed  rebates  or refunds and how they should be recognized as a reduction
of cost of sales.  In  order  to  recognize  a  rebate  or  refund,  it must be
probable  and reasonably estimable, otherwise, it is not recognized until  each
specified criteria  is met.  The adoption of EITF 02-16 did not have a material
impact on the financial position or results of operations of the Company.

In April 2003, the FASB  issued Statement of Financial Accounting Standards No.
149 ("SFAS No. 149"), "Amendment of Statement 133 on Derivative Instruments and
Hedging  Activities".   SFAS  No.  149  amends  and  clarifies  accounting  for
derivative instruments, including  certain  derivative  instruments embedded in
other contracts, and for hedging activities under Statement  133  and  is to be
applied  prospectively  to  contracts  entered  into or modified after June 30,
2003.   The adoption of SFAS No. 149 did not have  a  material  impact  on  the
financial position or results of operations of the Company.

In May 2003,  the  FASB  issued Statement of Financial Accounting Standards No.
150, "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" ("SFAS  No.  150").  SFAS No. 150 establishes standards
for how an issuer classifies and measures  certain  financial  instruments with
characteristics  of  both liabilities and equity.  It requires that  an  issuer
classify certain financial  instruments  as a liability (or as an asset in some
circumstances).  SFAS No. 150 was effective for the Company at the beginning of
the first interim period beginning after June  15,  2003.  The adoption of SFAS
No. 150 did not have a material impact on the financial  position or results of
operations of the Company.

In December 2003, the United States Securities and Exchange  Commission ("SEC")
issued  Staff  Accounting  Bulletin  ("SAB")  No.  104  ("SAB  104"),  "Revenue
Recognition".   SAB  104  updates  portions  of  the  SEC  staff's interpretive
guidance  provided in SAB 101 and included in Topic 13 of the  Codification  of
Staff Accounting  Bulletins.  SAB 104 deletes interpretative material no longer
necessary,  and  conforms   the  interpretive  material  retained,  because  of
pronouncements issued by the FASB Emerging Issues Task Force on various revenue
recognition topics, including EITF 00-21.  The Company adopted this standard on
a prospective basis.  The adoption  of  SAB  104  did not have an impact on the
financial position or results of operations of the Company.

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.

                                      F-13

<PAGE>

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 $870.7
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).
Immediately  following  the  Merger,   the   Buyer  and  its  affiliates  owned
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%.

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
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.  The allocation is  preliminary  and  is
subject  to  adjustments  as  any  future reductions to the valuation allowance
against deferred tax assets will be  credited  to  goodwill.  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 a loss on extinguished debt.
The following table summarizes the allocation of purchase price.

<TABLE>
<CAPTION>
Purchase price                                           $  836,692
<S>                                                       <C>
Buyer transaction costs                                      12,927
Net tangible assets acquired                               (260,022)
Intangible assets acquired                                  (67,045)
Adjustment for carryover basis of continuing stockholders  (196,603)
                                                          ----------
Goodwill                                                   $325,949
                                                          ==========
</TABLE>

NOTE 4.  ACQUISITIONS

On  January  24,  2002, Berry acquired the Alcoa Flexible  Packaging  injection
molding  assets of Mount  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 Mount Vernon fixed assets.

On  February  25,  2003,  Berry  acquired  the  400  series continuous threaded
injection  molded  closure  assets from CCL Plastic Packaging  located  in  Los
Angeles,  California  ("CCL  Acquisition")   for   aggregate  consideration  of
approximately $4.6 million.  The purchase price was  allocated  to fixed assets
($2.7   million),  inventory  ($1.1  million),  customer  relationships   ($0.5
million),  goodwill  ($0.2 million), and other intangibles ($0.1 million).  The
purchase was financed  through borrowings under the Company's revolving line of
credit.  The operations  from  the  CCL  Acquisition  are  included  in Berry's
operations since the acquisition date using the purchase method of accounting.

On  May  30, 2003, Berry acquired the injection molded overcap lid assets  from
APM Inc. located  in  Benicia,  California  ("APM  Acquisition")  for aggregate
consideration of approximately $0.6 million.  The purchase price was  allocated
to  fixed  assets  ($0.3  million),  inventory  ($0.1  million), goodwill ($0.1
million)  and  other  intangibles  ($0.1 million).  The purchase  was  financed
through cash provided by operations.   The  operations from the APM Acquisition
are  included  in  Berry's  operations since the  acquisition  date  using  the
purchase method of accounting.

On  November  20,  2003, Berry acquired  Landis  Plastics,  Inc.  (the  "Landis
Acquisition") for aggregate consideration of approximately $229.7 million,
including deferred financing fees.  The operations from the Landis Acquisition
are included in Berry's operations since the acquisition date using the
purchase method of accounting.  The purchase was financed through the issuance
by  Berry  of $85.0 million aggregate principal amount of 10 3/4% senior
subordinated notes  to  various  institutional buyers,

                                      F-14
<PAGE>

which resulted in gross proceeds of $95.2 million, aggregate  net borrowings of
$54.1 million under Berry's amended and restated senior secured credit facility
from  new term loans after giving effect to the refinancing of the  prior  term
loan, an  aggregate  common  equity  contribution of $62.0 million, and cash on
hand.  Berry also agreed to acquire, for  $32.0  million,  four facilities that
Landis  leased  from certain of its affiliates.  Prior to the  closing  of  the
Landis Acquisition,  the rights and obligations to purchase the four facilities
owned by affiliates of  Landis  were  assigned  to an affiliate of W.P. Carey &
Co., L.L.C., which afflliate subsequently entered  into a lease with Landis for
the  four facilities.  In accordance with EITF 95-3,  the  Company  established
opening balance sheet reserves totaling $3.2 million related to plant shutdown,
severance  and  unfavorable lease arrangement costs, which were reduced to $2.9
million at December  27, 2003 as a result of payments made in fiscal 2003.  The
following table summarizes the estimated fair values of the assets acquired and
liabilities assumed at  the date of acquisition.  The allocation is preliminary
and subject to change based  on  actual  expenses  and adjustments of estimated
receivables and reserves.

<TABLE>
<CAPTION>
                                            NOVEMBER 20,
                                                2003
                                           --------------
<S>                                          <C>
Current assets                              $   49,901
Property and equipment                          93,722
Goodwill                                        49,393
Customer relationships                          58,200
Trademarks                                       6,400
Covenants not to compete                           800
                                             ---------
Total assets                                 $ 258,416
                                             =========

Current liabilities                         $   27,253
Intercompany debt                              231,163
Stockholders' equity                                 -
                                             ---------
Total liabilities and stockholders' equity  $ 258,416
                                             =========
</TABLE>

The pro forma financial results presented below are  unaudited  and assume that
the Landis Acquisition occurred at the beginning of the respective period.  Pro
forma  results  have  not  been adjusted to reflect the acquisitions  of  Mount
Vernon, CCL, or APM as they do not differ materially from the pro forma results
presented below.  The information  presented is for informational purposes only
and is not necessarily indicative of  the  operating  results  that  would have
occurred  had  the Landis Acquisition been consummated at the above dates,  nor
are they necessarily  indicative  of  future  operating  results.  Further, the
information reflects only pro forma adjustments for additional interest expense
and  amortization  and  the  elimination  of the Merger expenses  and  loss  on
extinguished debt in connection with the Merger,  net  of the applicable income
tax effects.

<TABLE>
<CAPTION>
                                     COMPANY                    PREDECESSOR
                          ------------------------------- ----------------------
<S>                         <C>                  <C> <C>        <C>
                             YEAR ENDED         PERIOD FROM        PERIOD FROM
                          DECEMBER 27, 2003   7/22/02-12/28/02   12/30/01-7/21/02
                          ------------------------------- -----------------------

Pro forma net sales           $ 749,591         $ 311,875          $ 394,041
Pro forma net income (loss)       5,526             3,520             (1,062)
</TABLE>

NOTE 5.  INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                  DECEMBER 27, 2003      DECEMBER 28, 2002
                                  -----------------      -----------------
<S>                                <C>               <C> <C>
Deferred financing fees             $  26,043               $  21,411
Customer relationships                 93,561                  34,664
Goodwill                              376,769                 336,260
Trademarks                             33,448                  27,048
Covenants not to compete and other      2,757                   1,656
Technology-based                        5,023                   4,982

                                      F-15
<PAGE>

Accumulated amortization               (7,905)                 (2,824)
                                    ----------              ----------
                                    $ 529,696               $ 423,197
                                    ==========              ==========
</TABLE>

The  changes  in  intangible  assets  are primarily the result  of  the  Landis
Acquisition, amortization of definite lived  intangibles,   and the application
of SFAS No. 141.

Future amortization expense for definite lived intangibles at December 27, 2003
for  the  next five fiscal years is approximately $8.2 million,  $8.1  million,
$8.0 million, $7.9 million, and $7.8 million for fiscal 2004, 2005, 2006, 2007,
and 2008, respectively.

NOTE 6.  LONG-TERM DEBT

Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                          DECEMBER 27, 2003   DECEMBER 28, 2002
                                          -----------------   -----------------
<S>                                      <C>               <C> <C>
Berry 10  3/4% Senior Subordinated Notes      $335,000             $250,000
Debt premium on 10  3/4% Notes, net             10,053                    -
Term loans                                     380,000              329,175
Revolving lines of credit                          342                  692
Nevada Industrial Revenue Bonds                  2,000                2,500
Capital leases                                  24,210               27,576
                                            -----------           ----------
                                               751,605              609,943
Less current portion of long-term debt           9,339                8,641
                                            -----------           ----------
                                              $742,266             $601,302
                                            ===========           ==========

</TABLE>

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.  On November 20, 2003, Berry completed an offering
of  $85.0  million aggregate principal amount of 10  3/4%  Senior  Subordinated
Notes due 2012  (the  "Add-on Notes").  The net proceeds to Berry from the sale
of the Add-on Notes, after expenses, were $91.8 million.  The proceeds from the
Add-on Notes were used  in  the  financing of the Landis Acquisition.  The 2002
Notes and Add-on Notes mature on July  15,  2012.   Interest  is  payable semi-
annually on January 15 and July 15 of each year, which commenced on January 15,
2003  with  respect  to  the 2002 Notes and commenced on January 15, 2004  with
respect to the Add-on Notes.   Holding and all of Berry's domestic subsidiaries
fully,  jointly,  severally,  and  unconditionally   guarantee   on   a  senior
subordinated basis the 2002 Notes and Add-on Notes.  The 2002 Notes and  Add-on
Notes   are  not  guaranteed  by  the  foreign  subsidiaries:   Berry  Plastics
Acquisition  Corporation II, NIM Holdings Limited, Berry Plastics U.K. Limited,
Norwich Acquisition Limited, 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 and Add-on Notes.   On or subsequent to July 15,
2007, the 2002 Notes and Add-on 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
and  Add-on  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 under which the 2002 Notes and Add-on
Notes were issued (the "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.  The 2002 Notes  and Add-on Notes are treated as
a single class under the Indenture.


                                      F-16

<PAGE>

Amended and Restated Credit Facility

In connection with the Merger in 2002, 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").   On  November  10,  2003,  in  connection with the Landis
Acquisition,  the Credit Facility was amended and restated  (the  "Amended  and
Restated Credit  Facility").  The Amended and Restated 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.   On November
10,  2003,  we used $325.9 million to refinance in full the balance outstanding
under our prior  term  loan in the Credit Facility.  The remaining $4.1 million
was used to fund a portion  of  the  purchase price for the Landis Acquisition.
The $50.0 million delayed draw facility  was drawn on November 20, 2003 to fund
a portion of the purchase price for the Landis  Acquisition.  The maturity date
of the term loan and delayed draw term loan is July  22, 2010, and the maturity
date of the revolving credit facility is July 22, 2008.  The indebtedness under
the Amended and Restated Credit Facility is guaranteed  by  BPC Holding and all
of  its  domestic  subsidiaries.  The obligations of Berry Plastics  under  the
Amended and Restated  Credit Facility and the guarantees thereof are secured by
substantially all of the  assets  of such entities. At December 27, 2003, there
were no borrowings outstanding on the revolving credit facility.  The revolving
credit facility allows up to $25.0  million  of  letters of credit to be issued
instead  of  borrowings under the revolving credit facility  and  up  to  $10.0
million of swingline loans.

The Amended and  Restated  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.   The  Amended  and Restated 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  27, 2003.   The  term  loan  amortizes
quarterly  as  follows:   $825,000  each quarter  through  June  30,  2009  and
$77,756,250 each quarter beginning September 30, 2009 and ending June 30, 2010.
The  delayed  draw  term  loan facility will  amortize  $125,000  each  quarter
beginning September 30, 2004 through June 30, 2009 and $11,875,000 each quarter
beginning September 30, 2009 and ending June 30, 2010.

Borrowings under the Amended and Restated 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 and delayed draw term loan, the ``applicable margin''
is (i) with  respect  to Base Rate Loans, 1.50% per annum and (ii) with respect
to Eurodollar Rate Loans,  2.50%  per annum (3.7% at December 27, 2003 and 4.6%
at December 28, 2002).  With respect  to  the  revolving  credit  facility, the
``applicable margin'' is subject to a pricing grid which ranges from  2.75% per
annum  to  2.00%  per  annum,  depending on the leverage ratio (2.75% based  on
results through December 27, 2003).   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  was effective January 15, 2003.  At December 27,
2003 and December 28, 2002, shareholders'  equity  has  been  reduced  by  $0.5
million  and $0.6 million, respectively, to adjust the agreement to fair market
value.  At  December  27, 2003, the Company had unused borrowing capacity under
the Amended and Restated  Credit  Facility's  revolving line of credit of $92.6
million.

Nevada Industrial Revenue Bonds

The Nevada Industrial Revenue Bonds bear interest  at  a variable rate (1.3% at
December  27,  2003  and 1.7% at December 28, 2002), require  annual  principal
payments of $0.5 million  on April 1, are collateralized by irrevocable letters
of credit issued under the  Amended  and Restated 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").  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 in 2002.


                                      F-17

<PAGE>

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.  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 in 2002.

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.  The 1999 Notes were retired in
connection with the  Merger and the associated premium for early retirement and
net deferred financing fees were expensed in 2002.

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").  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  was
extinguished in connection with the  Merger  and  the  associated  net deferred
financing fees were expensed in 2002.

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 in 2002.

Other

Future maturities of long-term debt at December 27, 2003 are as follows:

<TABLE>
<CAPTION>
                     2004        $    9,339
                     <S>        <C>
                     2005             9,552
                     2006             6,788
                     2007             6,946
                     2008             9,420
                     Thereafter     699,507
</TABLE>

Interest  paid was $40,040, $40,883, and $44,171, for  2003,  2002,  and  2001,
respectively.   Interest  capitalized was $860, $844, and $589, for 2003, 2002,
and 2001, respectively.

NOTE 7.  LEASE AND OTHER COMMITMENTS

Certain property and equipment  are  leased using capital and operating leases.
In 2003 and 2002, Berry entered into various  capital lease obligations with no
immediate cash flow effect resulting in capitalized  property  and equipment of
$1,717  and  $21,169, respectively.  Total capitalized lease property  consists
of manufacturing  equipment  and  a building with a cost of $34,465 and $32,462

                                      F-18

<PAGE>

and related accumulated amortization  of $9,791 and $4,247 at December 27, 2003
and December 28, 2002, respectively.  Capital lease amortization is included in
depreciation  expense.   Total  rental  expense   from   operating  leases  was
approximately   $11,216,  $9,761,  and  $8,292  for  2003,  2002,   and   2001,
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 27, 2003
                                            ---------------------------------
<S>                                         <C>            <C> <C>
                                            CAPITAL LEASES   OPERATING LEASES
                                            ----------------------------------
2004                                          $   6,184         $  12,223
2005                                              6,629            10,906
2006                                              2,705             9,165
2007                                              2,657             6,972
2008                                              3,784             6,184
Thereafter                                        4,905            52,154
                                               ---------         ---------
                                                 26,864           $97,604
Less:  amount representing interest              (2,654)         =========
                                               ---------
Present value of net minimum lease payments  $   24,210
                                               =========
</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.

NOTE 8.  INCOME TAXES

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

<TABLE>
<CAPTION>
                                        COMPANY                    PREDECESSOR
                              --------------------------- --------------------------
<S>                           <C>          <C>         <C> <C>         <C> <C>
                              YEAR ENDED   PERIOD FROM    PERIOD FROM   YEAR ENDED
                              DECEMBER 27,   7/22/02-       12/30/01-   DECEMBER 29,
                                 2003        12/28/02         7/21/02      2001
                             --------------------------- --------------------------
United States                  $ 29,556     $  7,331       $(33,415)   $  5,046
Foreign                          (4,022)      (1,199)        (2,035)     (6,407)
                             -----------   ----------      ----------  ----------
                               $ 25,534     $  6,132       $(35,450)   $ (1,361)
                             ===========   ==========      ==========  ==========

</TABLE>

                                      F-19
<PAGE>

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 27, 2003   DECEMBER 28, 2002
                                                   -----------------   -----------------
<S>                                                 <C>               <C> <C>
Deferred tax assets:
   Allowance for doubtful accounts                     $     637           $     583
   Inventory                                               1,390               1,517
   Compensation and benefit accruals                       3,119               2,753
   Insurance reserves                                        679                 637
   Net operating loss carryforwards                       29,546              33,985
   Alternative minimum tax (AMT) credit carryforwards      3,457               3,055
   Other                                                   1,601                 875
                                                        ---------           ---------
     Total deferred tax assets                            40,429              43,405
   Valuation allowance                                   (16,911)            (28,687)
                                                        ---------           ---------
      Deferred tax assets, net of valuation allowance     23,518              14,718
Deferred tax liabilities:
    Property and equipment                                24,239              15,358
                                                        ---------           ---------
Net deferred tax liability                             $    (721)          $    (640)
                                                        =========           =========
</TABLE>

Income tax expense (benefit) consists of the following:

<TABLE>
<CAPTION>
                                        COMPANY                    PREDECESSOR
                              --------------------------- --------------------------
<S>                           <C>          <C>         <C> <C>         <C> <C>
                              YEAR ENDED   PERIOD FROM    PERIOD FROM   YEAR ENDED
                              DECEMBER 27,   7/22/02-       12/30/01-   DECEMBER 29,
                                 2003        12/28/02         7/21/02      2001
                             --------------------------- --------------------------
Current:
      Federal                  $   402       $    -         $     -        $  154
      Foreign                       61           26             375           125
      State                        232          217             (30)          455
Deferred:
      Federal                    8,608        2,280               -             -
      Foreign                        -            -               -             -
      State                      3,183          430               -             -
                               --------      --------        --------      --------
Income tax expense             $12,486       $2,953         $   345        $  734
                               ========      ========        ========      ========


</TABLE>

Holding has unused operating loss carryforwards of approximately $76.0  million
for  federal and state income tax purposes which begin to expire in 2012.   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 $12.9 million.

Income  taxes  paid  during  2003,  2002, and 2001 approximated $484, $531, and
$314, respectively.

                                      F-20
<PAGE>

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
                              --------------------------- --------------------------
<S>                           <C>          <C>         <C> <C>         <C> <C>
                              YEAR ENDED   PERIOD FROM    PERIOD FROM   YEAR ENDED
                              DECEMBER 27,   7/22/02-       12/30/01-   DECEMBER 29,
                                 2003        12/28/02         7/21/02      2001
                             --------------------------- --------------------------
Income tax expense (benefit)
 computed at statutory rate     $  8,721     $  2,081    $   (12,170)   $   (463)
State income tax expense
 (benefit), net of federal
 taxes                             2,220          434         (1,035)        795
Amortization of goodwill               -            -              -       2,399
Expenses not deductible for
 income tax purposes                 160           60          3,823          36
Change in valuation allowance      1,285            -          9,160      (2,978)
Other                                100          378            567         945
                                ---------     ---------     ---------    ---------
Income tax expense             $  12,486     $  2,953        $   345     $   734
                                =========     =========     =========    =========

</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
$1,408,  $1,462,  and  $1,349,  for  2003,  2002,  and 2001, respectively.  The
Company also maintains a defined benefit pension plan  covering  the  Poly-Seal
employees  under  a collective bargaining agreement.  At December 27, 2003  and
December 28, 2002,  stockholders'  equity  has  been  reduced by $550 and $394,
respectively, 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.

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  27,  2003 and December 28, 2002,  the  Company  had  $14,157  and
$14,399,  respectively,   in   outstanding   notes  receivable  (principal  and
interest), which has been classified as a reduction  to stockholders' equity in
the consolidated balance sheet, due from employees under this program.


                                      F-21
<PAGE>

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 137,980  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.

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.

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

<TABLE>
<CAPTION>
                                              COMPANY            COMPANY          PREDECESSOR        PREDECESSOR
                                              -------            -------          -----------        -----------
<S>                                            <C> <C>      <C>      <C> <C>     <C>
                                         DECEMBER 27, 2003   DECEMBER 28, 2002    JULY 21, 2002     DECEMBER 29,2001
                                         -----------------   -----------------    ---------------   ----------------
                                                 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  545,684  $  86      48,218   $ 157       60,420   $ 132    60,774    $ 132
Options converted                               -      -     102,329    (107)           -       -         -        -
Options granted                            38,713    100     395,137     100       15,345     277     10,975     226
Options exercised                          (9,757)    57           -       -      (18,134)    177     (2,713)    107
Options canceled                          (43,978)   101           -       -       (9,413)    389     (8,616)    116
Options outstanding, end of period        530,662     94     545,684      86       48,218     157     60,420     155
                                          ========           ========              =======            =======
Option price range at end of period         $32 - $124           $32 - $100         $100 - $226         $100 - $226
Options exercisable at end of period          203,326              120,448              38,573             39,487
Options available for grant at period end      22,588               42,429                   0             13,487
Weighted average fair value of options
 granted during period                          $28                    $30                 $30               $34
</TABLE>

                                      F-22

<PAGE>

 The following table summarizes information about the options outstanding at
 December 27, 2003:

<TABLE>
<CAPTION>
                                                       Weighted
    Range of                       Weighted Average    Average      Number
    Exercise  Number Outstanding Remaining Contractual Exercise Exercisable at
     Prices  At December 27, 2003        Life           Price  December 27, 2003
    ----------------------------------------------------------------------------
<S>       <C>                  <C>                    <C>      <C>
    $32 - $72       137,980            9 years           $49        116,582
      $100          227,450            9 years          $100         37,174
      $124          165,232            9 years          $124         49,570
                    -------                                         -------
                    530,662                                         203,326
</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 28% 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.

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, and
$139  in  June  2001 and March 2001, respectively, for originating, structuring
and negotiating the  acquisitions  of  Pescor  and  Capsol,  respectively.   In
consideration  of  financial  advisory  and management consulting services, the
Company paid First Atlantic fees and expenses  of $385 and $756 for fiscal 2002
and 2001, 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.

In connection with the Landis  Acquisition,  the  Company  paid $1.7 million to
entities affiliated with Goldman, Sachs & Co. and $0.8 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 Add-on Notes and received fees of approximately
$1.0  million and $1.0 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 Amended
and Restated Credit Facility and received fees of $0.5 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 Amended and  Restated
Credit Facility for consideration of approximately $0.5 million.

                                      F-23


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 27, 2003,
except  for the 2002 Notes and Add-on Notes for which the fair  value  exceeded
the carrying value by $39.4 million.

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>
                                       DECEMBER 27, 2003      DECEMBER 28, 2002
                                       -----------------      -----------------
<S>                                     <C>               <C> <C>
Currency translation                        $5,736                  $2,091
Minimum pension liability adjustment          (550)                   (394)
Unrealized loss on interest rate collar       (487)                   (555)
                                       -----------------      -----------------
                                            $4,699                  $1,142
                                       =================      =================
</TABLE>

                                      F-24

<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  (1)  Merger  expenses,  (2) uncompleted acquisition  expense,  (3)
acquisition  integration  expense, (4) plant  shutdown  expense,  (5)  non-cash
compensation, and (6) 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/
                                            COMPANY          PREDECESSOR        PREDECESSOR
                                          DECEMBER 27,       DECEMBER 28,       DECEMBER 29,
                                              2003               2002               2001
                                     ---------------------------------------------------------
Net sales:
  Containers                               $ 288,481          $ 250,423          $ 234,441
  Closures                                   147,297            133,892            132,384
  Consumer Products                          116,098            109,988             94,834
Adjusted EBITDA:
  Containers                                  71,027             67,079             63,997
  Closures                                    30,228             30,555             28,444
  Consumer Products                           17,582             16,773             18,411
Total assets:
  Containers                                 605,879            359,635            204,001
  Closures                                   237,848            229,962            158,009
  Consumer Products                          172,079            170,979             84,866
Goodwill, net:
  Containers                                 212,394            170,892             61,048
  Closures                                    85,756             87,066             39,682
  Consumer Products                           78,619             78,302             19,193

Reconciliation  of  Adjusted EBITDA to income
 (loss) before income taxes:
   Adjusted EBITDA for reportable segments $ 118,837          $ 114,407          $ 110,718
   Net interest expense                      (45,413)           (49,254)           (54,355)
   Depreciation                              (40,752)           (39,557)           (38,105)
   Amortization                               (3,326)            (2,408)           (12,802)
   Gain (loss) on disposal of property
     and equipment                                 7               (299)              (473)
   Merger expenses                                 -            (20,987)                  -
   Loss on extinguished debt                    (250)           (25,328)              (134)
   Uncompleted acquisition expense            (1,041)              (216)                  -
   Acquisition integration expense            (1,424)            (1,353)            (2,690)
   Plant shutdown expense                     (1,104)            (3,992)            (2,221)
   Non-cash compensation                           -                  -               (796)
   Management fees                                 -               (331)              (637)
                                          ------------       ------------         -----------
    Income (loss) before income taxes        $25,534           $(29,318)           $(1,361)
                                          ============       ============         ===========
</TABLE>

                                      F-25


<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 and
Add-on 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 27,
2003 and December 28, 2002 and for the fiscal years  ended  December  27, 2003,
December 28, 2002, and December 29, 2001.  The equity method has been used with
respect to investments in subsidiaries.

<TABLE>
<CAPTION>
                                                       DECEMBER 27, 2003
                          ----------------------------------------------------------------------------------------
<S>                        <C>                  <C>                     <C>                 <C>
                              BPC Holding  Berry Plastics  Combined      Combined
                              Corporation  Corporation     Guarantor   Non-guarantor Consolidating
                               (Parent)       (Issuer)   Subsidiaries  Subsidiaries   Adjustments   Consolidated
                          --------------- -------------- ------------ -------------- ------------- ---------------
CONSOLIDATING BALANCE SHEETS
Current assets               $     -         $67,631      $ 121,605      $ 13,844       $       -      $203,080
Net property and equipment         -          70,873        191,960        20,144               -       282,977
Other noncurrent assets      152,591         855,627        370,199        12,075        (860,743)      529,749
                            --------        --------      ---------      ---------      ---------     ---------
Total assets                $152,591        $994,131       $683,764       $46,063       $(860,743)   $1,015,806
                            ========        ========      =========      =========      =========     =========
Current liabilities          $     -       $  53,245       $ 53,408       $ 8,856       $       -     $ 115,509
Noncurrent liabilities             -         788,295        674,851        28,790        (744,230)      747,706
Equity (deficit)             152,591         152,591        (44,495)        8,417        (116,513)      152,591
                            --------        --------      ---------      ---------      ---------     ---------
Total liabilities and
 equity (deficit)           $152,591        $994,131      $ 683,764      $ 46,063       $(860,743)   $1,015,806
                            ========        ========      =========      =========      =========     =========
</TABLE>


<TABLE>
<CAPTION>
                                                        DECEMBER 28, 2002
                          ----------------------------------------------------------------------------------------
<S>                        <C>                  <C>                     <C>                 <C>
                              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
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>

                                      F-26

<PAGE>

<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 27, 2003 (COMPANY)
                            ----------------------------------------------------------------------------------------
<S>                          <C>                  <C>                     <C>                 <C>
                                BPC Holding  Berry Plastics  Combined      Combined
                                Corporation  Corporation     Guarantor   Non-guarantor Consolidating
                                 (Parent)       (Issuer)   Subsidiaries  Subsidiaries   Adjustments   Consolidated
                            --------------- -------------- ------------ -------------- ------------- ---------------
CONSOLIDATING STATEMENTS OF OPERATIONS
Net sales                       $    -         $200,886      $328,984       $22,006       $      -       $551,876
Cost of goods sold                   -          140,139       259,720        20,891              -        420,750
                              --------         --------      ---------      ---------      ---------     ---------
Gross profit                         -           60,747        69,264         1,115              -        131,126
Operating expenses             (25,840)          34,536        47,545         3,695              -         59,936
                              --------         --------      ---------      ---------      ---------     ---------
Operating income (loss)         25,840           26,211        21,719        (2,580)             -         71,190
Other expenses (income)              -                -            (7)            -              -             (7)
Interest expense (income), net    (763)            (592)       45,326         1,442              -         45,413
Loss on extinguished debt            -              250             -             -              -            250
Income taxes (benefit)              27           12,388            10            61              -         12,486
Equity in net (income) loss
 from subsidiary                13,528           27,693         4,083             -        (45,304)             -
                              --------         --------      ---------      ---------      ---------     ---------
Net income (loss)              $13,048        $ (13,528)     $(27,693)      $(4,083)       $45,304       $ 13,048
                              ========         ========      =========      =========      =========     =========

CONSOLIDATING STATEMENTS OF CASH FLOWS
Net income (loss)             $ 13,048         $(13,528)    $ (27,693)     $ (4,083)      $ 45,304       $ 13,048
Non-cash expenses                    -           26,817        28,136         3,227              -         58,180
Equity in net (income) loss
 from subsidiary                13,528           27,693         4,083             -        (45,304)             -
Changes in working capital        (758)           1,159         7,463           681              -          8,545
                              --------         --------      ---------      ---------      ---------     ---------
Net cash provided by (used for)
 operating activities           25,818           42,141        11,989          (175)             -         79,773

Net cash used for
 investing activities                -         (244,511)      (16,474)       (4,667)             -       (265,652)

Net cash provided by
 financing activities          (25,819)         211,499         5,891         5,250              -        196,821

Effect of exchange rate
 changes on cash                     -                -             -          (363)             -           (363)
                              --------         --------      ---------      ---------      ---------     ---------
Net increase (decrease) in
 cash and cash equivalents         (1)            9,129         1,406            45              -         10,579

Cash and cash equivalents
 at beginning of year               1            15,157           264           191              -         15,613
                              --------         --------      ---------      ---------      ---------     ---------
Cash and cash equivalents
 at end of year                 $   -          $ 24,286       $ 1,670        $  236        $     -       $ 26,192
                              ========         ========      =========      =========      =========     =========
</TABLE>

<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 28, 2002 (COMPANY/PREDECESSOR)
                          ----------------------------------------------------------------------------------------
<S>                        <C>                  <C>                     <C>                 <C>
                              BPC Holding  Berry Plastics  Combined      Combined
                              Corporation  Corporation     Guarantor   Non-guarantor Consolidating
                               (Parent)       (Issuer)   Subsidiaries  Subsidiaries   Adjustments   Consolidated
                          --------------- -------------- ------------ -------------- ------------- ---------------
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
Loss on extinguished debt      9,282            6,339          9,498          209            -          25,328
Income taxes (benefit)        (8,234)          11,016            115          401            -           3,298
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 (used for)
 financing activities            841            6,863         22,194        2,483            -          32,381

Effect of 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>

                                      F-27

<PAGE>

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 29, 2001 (PREDECESSOR)
                          ----------------------------------------------------------------------------------------
<S>                        <C>                  <C>                     <C>                 <C>
                              BPC Holding  Berry Plastics  Combined      Combined
                              Corporation  Corporation     Guarantor   Non-guarantor Consolidating
                               (Parent)       (Issuer)   Subsidiaries  Subsidiaries   Adjustments   Consolidated
                          --------------- -------------- ------------ -------------- ------------- ---------------
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)
                             ========         ========      =========      =========   =========     =========

CONSOLIDATING STATEMENTS OF CASH FLOWS
Net income (loss)           $ (2,095)          $7,991       $ (8,807)    $ (6,533)      $7,349         $(2,095)
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 of 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>

NOTE 16.  QUARTERLY FINANCIAL DATA (UNAUDITED)

The  following  table contains selected unaudited quarterly financial data  for
fiscal years 2003 and 2002.

<TABLE>
<CAPTION>
                               2003                                 2002
                  -------------------------------     --------------------------------
<S>             <C> <C>      <C>   <C>       <C>      <C>       <C>      <C> <C>
                   FIRST   SECOND   THIRD    FOURTH    FIRST   SECOND   THIRD*   FOURTH

Net sales        $125,398 $146,851 $139,306 $140,321 $122,934 $127,989 $127,575 $115,805
Cost of sales      94,321  112,055  106,845  107,529   90,299   94,974   97,492   88,508
                 -------- -------- -------- -------- -------- -------- -------- --------
Gross profit      $31,077  $34,796  $32,461  $32,792  $32,635  $33,015  $30,083  $27,297
                 ======== ======== ======== ======== ======== ======== ======== ========
Net income (loss)  $3,079   $4,542   $4,218   $1,209   $4,766   $5,216 $(42,071)   $(527)
                 ======== ======== ======== ======== ======== ======== ======== ========

</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 loss on
     extinguished  debt  of  $25,328 incurred  in  connection  with  the
     Merger.

                                      F-28


<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 18th day of
March, 2004.

                                           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>


/s/ Joseph H. Gleberman    Chairman of the Board of Directors     March 18, 2004
________________________
Joseph H. Gleberman


/s/ Ira G. Boots            President, Chief Executive Officer
________________________    and Director (Principal Executive Officer)
Ira G. Boots                                                      March 18, 2004

/s/ James M.Kratochvil      Executive Vice President, Chief Financial Officer,
________________________    Treasurer and Secretary (Principal Financial
James M. Kratochvil         and Accounting Officer)
                                                                  March 18, 2004

/s/ Gregory J. Landis       Director
________________________
Gregory J. Landis                                                 March 18, 2004


/s/ Christopher C. Behrens  Director
________________________
Christopher C. Behrens                                            March 18, 2004


/s/ Patrick J. Dalton       Director
________________________
Patrick J. Dalton                                                 March 18, 2004


/s/ Douglas F. Londal       Director
________________________
Douglas F. Londal                                                 March 18, 2004


/s/ Mathew J. Lori          Director
________________________
Mathew J. Lori                                                    March 18, 2004

</TABLE>
                                      S-1





<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 18th day of
March, 2004.

                                           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 18, 2004
________________________
Joseph H. Gleberman


/s/ Ira G. Boots            President, Chief Executive Officer
________________________    and Director (Principal Executive Officer)
Ira G. Boots                                                      March 18, 2004

/s/ James M.Kratochvil      Executive Vice President, Chief Financial Officer,
________________________    Treasurer and Secretary (Principal Financial
James M. Kratochvil         and Accounting Officer)
                                                                  March 18, 2004

/s/ Gregory J. Landis       President-Container Division and
_______________________     Director
Gregory J. Landis                                                 March 18, 2004


/s/ Christopher C. Behrens  Director
________________________
Christopher C. Behrens                                            March 18, 2004


/s/ Patrick J. Dalton       Director
________________________
Patrick J. Dalton                                                 March 18, 2004


/s/ Douglas F. Londal       Director
________________________
Douglas F. Londal                                                 March 18, 2004


/s/ Mathew J. Lori          Director
________________________
Mathew J. Lori                                                    March 18, 2004

</TABLE>
                                      S-2

<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.


                                      S-3

<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)

2.4   The  Agreement  and  Plan  of Merger dated as of October 15, 2003, by and
     among the Company, Berry Plastics  Acquisition Corporation IV, Landis, all
     the shareholders of Landis, the Real  Estate  Sellers (as defined therein)
     and  Gregory  J.  Landis,  as the Shareholder Representative  (as  defined
     therein) (filed as Exhibit 2.1  to the Current Report on Form 8-K filed on
     December  5,  2003 (the "Landis Form  8-K")  and  incorporated  herein  by
     reference)

3.1Certificate of Incorporation  of  the  Company  (filed as Exhibit 3.3 to the
   Registration Statement on Form S-1 filed on February  24, 1994 (the "Form S-
   1") and incorporated herein by reference)

3.2Bylaws of the Company (filed as Exhibit 3.4 to the Form S-1 and incorporated
   herein by reference)

3.3Amended and Restated Certificate of Incorporation of BPC Holding Corporation
   ("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)

3.4Amended and Restated Bylaws of Holding (filed as Exhibit 4.2 to the Form S-8
   and incorporated herein by reference)

4.1The  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)

4.2The  Registration  Rights  Agreement, dated November  20,  2003,  among  the
   Company, BPC Holding, the other  guarantors  listed  on  the  signature page
   thereof,  and J.P. Morgan Securities Inc., Goldman Sachs & Co.,  as  Initial
   Purchasers relating to the 10 3/4% Senior Subordinated Notes due 2012 (filed
   as Exhibit  4.2  to  the Form S-4 filed on January 9 2004 "2004 Form S-4" an
   incorporated herein by reference)

4.3Supplemental 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)

4.4Second Supplemental  Indenture, dated as of  November 20, 2003, among Landis
   Plastics,  Inc.,  the  Company,   BPC   Holding   Corporation,   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,   Cardinal   Packaging,   Inc.,   Berry   Plastics  Acquisition
   Corporation  IV,  Berry Plastics Acquisition Corporation V,  Berry  Plastics
   Acquisition Corporation  VI,  Berry  Plastics  Acquisition  Corporation VII,
   Berry  Plastics  Acquisition  Corporation  VIII,  Berry Plastics Acquisition
   Corporation  IX, Berry Plastics Acquisition Corporation  X,  Berry  Plastics
   Acquisition Corporation  XI,  Berry  Plastics  Acquisition  Corporation XII,
   Berry  Plastics  Acquisition  Corporation  XIII,  Berry Plastics Acquisition
   Corporation XIV, LLC, Berry Plastics Acquisition Corporation  XV,  LLC,  and
   U.S.  Bank  Trust  National Association, as trustee (filed as Exhibit 4.4 to
   the 2004 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)

10.3 Amended and Restated Credit and Guaranty Agreement, dated  as  of November
     10, 2003, by and among the Company, Holding, certain subsidiaries  of  the
     Company,  the  lenders named therein (the "Lenders"), Goldman Sachs Credit
     Partners  L.P., as  Administrative  Agent  (the  "Administrative  Agent"),
     JPMorgan Chase Bank, as Syndication Agent (the "Syndication Agent"), Fleet
     National Bank,  as  Collateral  Agent,  Issuing Bank and Swing Line Lender
     (the  "Collateral  Agent")  and The Royal Bank  of  Scotland  and  General
     Electric   Capital   Corporation,    as   Co-Documentation   Agents   (the
     "Co-Documentation Agents") (filed as Exhibit 10.3 to the 2004 Form-S-4 and
     incorporated herein by reference)

10.4 Counterpart Agreement dated as of November  20,  2003,  by  and  among the
     Company,  Holding, certain subsidiaries of the Company (including Landis),
     the  Lenders,   the  Administrative  Agent,  the  Syndication  Agent,  the
     Collateral Agent and the Co-Documentation Agents (filed as Exhibit 10.4 to
     the 2004 Form-S-4 and incorporated herein by reference)

10.5 Pledge Supplement,  dated  as of November 20, 2003, among the Company, the
     other Grantors named therein,  and  Fleet National Bank, as the Collateral
     Agent. (filed as Exhibit 10.5 to the 2004 Form-S-4 and incorporated herein
     by reference)

10.6 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)

10.7 Amendment to Beeler Employment Agreement dated November 30, 1995 (filed as
     Exhibit  10.8  to  the  Annual report on Form 10-K filed on March 28, 1996
     (the "1995 Form 10-K") and incorporated herein by reference)

10.8 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)

10.9 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)

10.10Employment  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)

10.11Amendment  to  Kratochvil  Employment  Agreement dated November  30,  1995
     (filed as Exhibit 10.12 to the 1995 Form  10-K  and incorporated herein by
     reference)

10.12Amendment to Kratochvil Employment Agreement dated June 30, 1996 (filed as
     Exhibit 10.13 to the 1996 Form S-4 and incorporated herein by reference)

10.13Amendment to Kratochvil Employment Agreement dated June 30, 2001 (filed as
     Exhibit 10.21 to the 2002 Form S-4 and incorporated herein by reference)

10.14Employment 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)

10.15Amendment to Boots Employment Agreement  dated November 30, 1995 (filed as
     Exhibit 10.14 to the 1995 Form 10-K and incorporated herein by reference)

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

10.17Amendment  to  Boots  Employment  Agreement  dated June 30, 2001 (filed as
     Exhibit 10.20 to the 2002 Form S-4 and incorporated herein by reference)

10.18Financing  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)

10.19Employment 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)

10.20Holding 2002 Stock Option Plan dated August 5,  2002 (filed as Exhibit 4.7
     to the Form S-8 and incorporated herein by reference)

10.21Holding Key Employee Equity Investment Program dated August 5, 2002 (filed
     as Exhibit 4.6 to the Form S-8 and incorporated herein by reference)

12.1*  Ratio of earnings to fixed charges

21.1*  List of subsidiaries

31.1*  Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer

31.2*  Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

32.1*  Section 1350 Certification of the Chief Executive Officer

32.2*  Section 1350 Certification of the Chief Financial Officer


*  Filed herewith.