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
      January 1, 2005
                                      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,  2005,  there  were  outstanding  3,378,305 shares of the
Common  Stock, $.01 par value, of BPC Holding Corporation.   As  of  March  18,
2005, 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:

   a) changes in prices and availability of resin  and other raw materials
      and our ability to pass on changes in raw material  prices  on  a  timely
      basis;
   b) catastrophic loss of our key manufacturing facility;
   c) risks  related  to  our  acquisition  strategy  and  integration  of
      acquired businesses;
   d) risks associated with our substantial indebtedness and debt service;
   e) performance of our business and future operating results;
   f) risks   of  competition,  including  foreign  competition,   in  our
      existing and future markets;
   g) general business  and  economic conditions, particularly an economic
      downturn;
   h) increases  in the cost of  compliance  with  laws  and  regulations,
      including environmental laws and regulations; and
   i) 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 JANUARY 1, 2005

                                                                           PAGE
                                    PART I

Item 1.     Business......................................................    4
Item 2.     Properties....................................................   11
Item 3.     Legal Proceedings............................................    11
Item 4.     Submission of Matters to a Vote of Security Holders..........    11

                                    PART II

Item 5.     Market  for Registrants' Common Equity and Related Stockholder
            Matters......................................................    12
Item 6.     Selected Financial Data......................................    13
Item 7.     Management's  Discussion  and Analysis of Financial Condition
            and Results of Operations....................................    14
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk...    21
Item 7B.    Risk Factors ................................................    22
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.......................................    30
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 35% of our fiscal  2004  net  sales  with no customer
accounting  for more than 8% of our fiscal 2004 net sales.  The average  length
of our relationship  with  these customers was over 20 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 business  into  four  operating  divisions:  containers,
closures, consumer  products,  and international.  The following table displays
our net sales by division for each of the past five fiscal years.

<TABLE>
<CAPTION>
($ in millions)       2000   2001   2002   2003    2004
<S>                   <C>     <C>     <C>     <C>     <C>

Containers           $231.2 $234.5 $250.4 $288.5  $518.3
Closures               97.1  110.1  113.3  125.3   127.5
Consumer products      64.7   94.8  110.0  116.1   130.4
International          15.1   22.3   20.6   22.0    38.0
                     ------ ------ ------ ------  ------
Total net sales      $408.1 $461.7 $494.3 $551.9  $814.2
                     ====== ====== ====== ======  ======
</TABLE>

      In 2004, we created the international segment as a separate operating and
reporting  segment  to increase sales  and  improve  service  to  international
customers utilizing existing resources.  The international segment includes our
foreign facilities and  business  from  domestic  facilities that is shipped or
billed  to  foreign  locations.   The 2003 and prior results  for  the  foreign
facilities  have  been  reclassified to  the  international  segment;  however,
business from domestic facilities  that  were  shipped  or  billed  to  foreign
locations cannot be separately identified for 2003 and prior.  Accordingly, the
amounts  disclosed under the new reporting structure are not comparable between
2004 and previous  years.   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.

      We  have  continued  to grow both organically and through acquisition  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

                                      -4-

<PAGE>


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. (the "Landis Acquisition"),
a manufacturer and marketer of open-top containers.

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 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 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 Holding.  Additionally, in connection with the Merger,
we  retired  all of 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 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 Holding, private  equity funds affiliated with J.P. Morgan Chase & Co.
owned approximately 29% and members of our management owned the remaining 8%.

RECENT DEVELOPMENTS

Southern Packaging

      In November 2004, we entered  into  a  series of agreements with Southern
Packaging Group Ltd. ("Southern Packaging"), and its principal shareholder, Mr.
Pan  Shun  Ming,  to  jointly expand participation  in  the  plastic  packaging
business in China and the  surrounding  region.  In connection therewith, Berry
acquired a 10% stake in Southern Packaging  for  $3.2  million  as  a result of
Southern Packaging's successful listing on the Singapore Stock Exchange.

PRODUCT OVERVIEW

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

                                      -5-

<PAGE>


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 of other uses
             with or without handles and lids        to 2 gallons

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

Dairy        Thinwall containers in traditional dairy4 oz.    Cultured dairy products including yogurt, cottage cheese, sour cream
             market sizes and styles                 to 5     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 industrial uses
             accommodate heavy loads                 5 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 8% of our total net
sales in fiscal 2004.

      We  believe  that we offer the broadest  product  line  among  U.S.-based
injection-molded  plastic   container   manufacturers   as   well  as  numerous
thermoformed container offerings.  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 services
increases   customer   retention   by  increasing  the  customer's   production
efficiency. The cost of, and revenue  from,  such equipment and services is not
material.

      We  service  several large food and dairy  customers  and  their  branded
products.  Additionally,  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
works with our product design engineers to satisfy customers' needs.

      In non-industrial containers, our strongest competitors include  Airlite,
Solo  (formerly  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 have a significant
share in this large market.

Closures

      Our closures division focuses on aerosol overcaps and closures.

                                      -6-

<PAGE>

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 with special decoration and functional features.

      In fiscal 2004, no single aerosol overcap  customer accounted for over 1%
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 2004, no single closure customer accounted for over 1% of our total
net sales.  Competitors include Owens-Illinois, Kerr/Suncoast, Phoenix
Closures, Portola, Rexam Closures, and Seaquist Closures.

Consumer Products

      Our consumer products division focuses on drink cups and housewares.

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
believe we  have  a reputation in the industry for innovative, state-of-the-art
graphics capability.

      We launched our  thermoformed drink cup line in fiscal 2001.  Since then,
we  have  become  the largest  supplier  of  32 ounce  or  larger  thermoformed
polypropylene drink  cups.   Our thermoformed product line offers sizes ranging
from 12 to 44 ounces. Our thermoform process uses polypropylene instead of more
expensive polystyrene in producing deep draw drink cups. This offers a material
competitive advantage versus thermoformed polystyrene drink cups.

                                     -7-

<PAGE>


      In fiscal 2004, no single  drink  cup customer accounted for more than 2%
of  our  total  net sales. Drink cup competitors  include  Huhtamaki  (formerly
Packaging Resources  Incorporated),  Solo  (formerly Sweetheart), Carthage Cup,
International  Paper,  Radnor  Holdings,  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  strategy  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  the  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 2004, no single housewares customer  accounted for more than 4%
of our total net sales.  Housewares competitors include  Arrow Plastics, United
Plastics, and imported products from China,.

MARKETING AND SALES

      We  reach  our  large  and  diversified  base  of  over 12,000  customers
primarily   through  our  direct  field  sales  force  of  over  70   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.

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 $175.6 million.

                                      -8-

<PAGE>

PRODUCT DEVELOPMENT AND DESIGN

      We  believe our technology base and research and development support  are
among  the best  in  the  rigid  plastics  packaging  industry.   Using  three-
dimensional  computer  aided design technology, our full time product designers
develop innovative product designs and models for the packaging market.  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
or built by one of our two in-house tooling divisions located in Evansville and
Chicago.  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 $3.8 million,  $3.5  million  and  $2.9  million on research and
development in 2004, 2003, and 2002, 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 in 2003
have been ISO certified, which  requires  demonstrated  compliance by a company
with  a set of shipping, trading and technology standards  promulgated  by  the
International  Organization  for  Standardization   ("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 techniques and sophisticated technology is also an ongoing part
of our quality assurance activities.

SYSTEMS

      We utilize a fully integrated computer  software  system  at  each of our
plants,  excluding  our  Milan  facility, that produces complete financial  and
operational reports.  This accounting  and  control system is 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   $283.0   million   of  resin  in  fiscal  2004  with
approximately 26% of our resin pounds being high density polyethylene ("HDPE"),
15%  linear  low density polyethylene and 59% polypropylene  ("PP").   We  have
contractual price  escalators and de-escalators tied to the price of resin with
customers representing  approximately  60%  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 2004, our
net sales increased by  $262.3 million over fiscal 2003, of which approximately
$23.5 million was attributable  to  increased selling prices.  This occurred in
an environment of rapidly escalating  resin  prices.   Less 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.  Due to the recent volatility in the
resin markets, in the  fourth  quarter  of  2004  we entered into resin forward
hedging transactions with respect to approximately  15%  of  our estimated 2005
resin needs and 10% of our 2006 estimated resin needs.  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
and reducing the quantity  of  resin  in  certain  of  our  products.  Based on
information from Plastics News, an industry publication, prices  of HDPE and PP
on  January  1,  2005  were $0.655 per pound and $0.64 per pound, respectively,
reflecting increases of  $0.20  per pound, or 44%, and $0.23 per pound, or 56%,
over the respective prices from December 27, 2003.

                                      -9-

<PAGE>


      Our plastic resin purchasing  strategy is to deal with only high-quality,
dependable  suppliers, such as Dow, Basell,  Nova,  Total  (formerly  Atofina),
Equistar, Sunoco, BP Amoco, 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 2004,  we  had approximately 4,550 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 2004, 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  domestic  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.

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.

                                      -10-

<PAGE>

  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 particular, certain states
have enacted legislation requiring products packaged in rigid
plastic containers to comply with standards intended to encourage recycling and
increased use of recycled materials. In addition, various consumer
and  special   interest   groups  have  lobbied  from  time  to  time  for  the
implementation of these and  other similar measures.  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.



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   350,000     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      215,000     Manufacturing                  Leased
Phoenix, AZ       266,000     Manufacturing                  Leased
</TABLE>

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


                                      -11-

<PAGE>

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 March 3, 2004, stockholders  that  hold a majority of
the stock entitled to vote approved an amendment to the BPC Holding Corporation
2002 Stock Option Plan to increase the number of Fixed Priced Options available
under such plan from 250,038 to 300,038.

      By  Written  Consent  in  Lieu  of a Meeting of the Stockholders  of  BPC
Holding Corporation dated December 16,  2004, stockholders that hold a majority
of  the  stock  entitled  to vote approved an  amendment  to  the  BPC  Holding
Corporation 2002 Stock Option  Plan  to  increase  the  number  of Fixed Priced
Options available under such plan from 300,038 to 307,545.


                                      -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, 2005,  there  were 133 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.   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"), the Company has restrictions
regarding the payment of dividends  on  its  common  stock.   In  addition, the
Company's  second  amended  and  restated  senior  secured credit facility,  as
amended, 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
"2004," "2003," "2002," "2001," and "2000"  relate  to  the  fiscal years ended
January 1, 2005, December 27, 2003, December 28, 2002, December  29,  2001, and
December  30,  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> <C>         <C> <C>
                                                                                       FISCAL
                                                                             -------------------------
                                                                              COMBINED
                                                                              COMPANY &
                                                   COMPANY       COMPANY     PREDECESSOR    PREDECESSOR    PREDECESSOR
                                                  ---------     ---------   -------------  -------------  -------------
                                                    2004          2003           2002           2001          2000
                                                  ---------     ---------   -------------  -------------  -------------
                                                                       (IN THOUSANDS OF DOLLARS)
Statement of Operations Data:
   Net sales                                       $814,213     $551,876      $494,303         $461,659      $408,088
   Cost of goods sold                               639,329      420,750       371,273          338,000       312,119
                                                  ----------   ----------    ----------       ----------    ----------
   Gross profit                                     174,884      131,126       123,030          123,659        95,969
   Operating expenses (a)                            81,008       59,936        77,467           70,192        65,862
                                                  ----------   ----------    ----------       ----------    ----------
   Operating income                                  93,876       71,190        45,563           53,467        30,107
   Other expenses (income) (b)                            -           (7)          299              473           877
   Loss on extinguished debt (c)                          -          250        25,328                -         1,022
   Interest expense, net (d)                         53,185       45,413        49,254           54,355        51,457
                                                  ----------   ----------    ----------       ----------    ----------

   Income (loss) before income taxes                 40,691       25,534       (29,318)          (1,361)      (23,249)
   Income taxes (benefit)                            17,740       12,486         3,298              734          (142)
                                                  ----------   ----------    ----------       ----------    ----------

   Net income (loss)                                 22,951       13,048       (32,616)          (2,095)      (23,107)
   Preferred stock dividends                              -            -         6,468            9,790         6,655
   Amortization of preferred stock discount               -            -           574            1,024           768
                                                  ----------   ----------    ----------       ----------    ----------

   Net income (loss) attributable to common        $ 22,951     $ 13,048     $ (39,658)       $ (12,909)    $ (30,530)
   stockholders                                   ==========   ==========    ==========       ==========    ==========

Balance Sheet Data (at end of year):
   Working capital                                 $ 90,094    $  87,571     $  64,201        $  19,327     $  20,470
   Fixed assets                                     281,972      282,977       193,132          203,217       179,804
   Total assets                                   1,005,144    1,015,806       760,576          446,876       413,122
   Total debt                                       697,558      751,605       609,943          485,881       468,806
   Stockholders' equity (deficit)                   183,891      152,591        75,163         (139,601)     (137,997)

Other Data:
   Depreciation and amortization (e)                 60,816       44,078        41,965           50,907        42,148
   Capital expenditures                              52,624       29,949        28,683           32,834        31,530

</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 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 $1,862, $2,318, $2,476, $11,268, and
   $18,047, in fiscal 2004, 2003, 2002, 2001, and 2000, 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 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 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 Holding.  Additionally, in connection with the Merger,
we  retired  all of 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 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 Holding, private  equity funds affiliated with J.P. Morgan Chase & Co.
owned approximately 29% and members of our management owned the remaining 8%.

OVERVIEW

      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 35% of our fiscal  2004  net  sales  with no customer
accounting  for more than 8% of our fiscal 2004 net sales.  The average  length
of our relationship  with  these customers was over 20 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  business  into  four
operating    divisions:    containers,   closures,   consumer   products,   and
international.   At  the  end  of  fiscal  2004,  we  had  approximately  4,550
employees.

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.

                                      -15-


<PAGE>

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 our 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
$3.2  million  and  $2.7  million  as of January 1, 2005 and December 27, 2003,
respectively.

Inventory obsolescence.  We evaluate  our reserve for inventory obsolescence on
a quarterly basis and review inventory  on-hand to determine future salability.
We base our determinations on the age of  the  inventory  and the experience of
our  personnel.   We reserve inventory that we deem to be not  salable  in  the
quarter in which we  make the determination.  We believe, based on past history
and our policies and procedures,  that  our  net  inventory  is salable.  A ten
percent increase or decrease in our inventory obsolescence experience would not
have  a  material  impact  on  the  results of operations of the Company.   Our
reserve for inventory obsolescence was  $3.8  million  and  $4.1  million as of
January 1, 2005 and December 27, 2003, respectively.

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.  Based on our analysis, we
believe that our recorded medical claims liability should be 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  $2.0  million and $3.0 million, including
reserves for expected medical claims incurred  but  not reported, as of January
1, 2005 and December 27, 2003, respectively.

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 should
be  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 $3.5 million and $3.1 million as of January 1, 2005 and December 27,
2003, respectively.

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  of  ours  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.  Our valuation allowance
against deferred tax assets was $1.3 million and $16.9 million as of January 1,
2005 and December 27,  2003,  respectively.   The  decrease of $15.6 million in
2004  can be primarily attributed to the use of fully  reserved  net  operating
losses  and  increases  in  the  temporary  differences related to property and
equipment.

                                      -16-


<PAGE>

  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 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.

RECENTLY ISSUED ACCOUNTING STANDARDS

   In  December  2004,  the  FASB  issued  Statement  of  Financial  Accounting
Standards No. 123R (Revised 2004,) Share-Based Payment ("SFAS No. 123R"), which
requires   that   the   compensation   cost  relating  to  share-based  payment
transactions be recognized in financial  statements  based  on alternative fair
value models.  The share-based compensation cost will be measured  based on the
fair  value  of  the  equity  or  liability  instruments  issued.  We currently
disclose pro forma compensation expense quarterly and annually  by  calculating
the stock option grants' fair value using the Black-Scholes model and  disclose
the  impact  on  net  income  (loss)  in  a  Note to the Consolidated Financial
Statements.   Upon  adoption,  pro  forma  disclosure  will  no  longer  be  an
alternative.  For nonpublic companies, as defined,  the  effective date of SFAS
No.  123R  is  the beginning of the first annual reporting period  that  begins
after December 15,  2005,  although  early  adoption  is allowed.  We expect to
adopt SFAS No. 123R in the first quarter of 2006, but have  not  yet  evaluated
what  effect  the  adoption  of  this  new  standard will have on our financial
position or results of operations.

   In  November  2004,  the  FASB  issued  Statement  of  Financial  Accounting
Standards No. 151, Inventory Costs, an amendment  of  ARB  No.  43,  Chapter  4
("SFAS   151").   SFAS  151  requires  the  exclusion  of  certain  costs  from
inventories  and the allocation of fixed production overheads to inventories to
be based on normal  capacity  of  the production facilities.  The provisions of
SFAS 151 are effective for costs incurred  during  fiscal years beginning after
June  15,  2005.   Earlier adoption is permitted for inventory  costs  incurred
during fiscal years  beginning after the issuance date of SFAS 151.  We has not
yet evaluated what effect  the  adoption  of this new standard will have on our
financial position or results of operations.


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.  Most businesses we have acquired
had 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 JANUARY 1, 2005
COMPARED TO YEAR ENDED DECEMBER 27, 2003

      Net Sales.  Net sales increased $262.3 million, or 48%, to $814.2 million
in  2004 from $551.9 million in 2003 with an approximate  4%  increase  in  net
selling  price  due to the pass through of higher resin costs passed through to
our customers. Our  base  business  volume, excluding selling price changes and
acquired business, increased by approximately  $29.5  million  or  6%  in 2004.
Container  net  sales  increased  $229.8  million  with  the Landis Acquisition
providing domestic container net sales of approximately $221.3  million in 2004
versus  $20.1  million  in  2003.  Due to the movement of business between  the
acquired Landis facilities and our pre-existing facilities, the amount of sales
related to the Landis Acquisition  is estimated.  The increase in container net
sales is primarily a result of the Landis Acquisition, increased selling prices
and base business growth in several  of  the division's product lines.  Closure
net sales increased $2.2 million primarily due to the higher selling prices and
increased volume in the United States closure  product line partially offset by
$3.3 million of 2004 net sales reclassified to the  international  division  as
described  below.   Consumer products net sales increased $14.3 million in 2004
primarily due to increased  sales  from  thermoformed drink cups and housewares
partially offset by reduced volume from injection  drink  cups.   In  2004,  we
created  our  international  division  as  a  separate  operating and reporting
division  to  increase  sales  and  improve service to international  customers
utilizing existing resources.  The international segment includes the Company's
foreign facilities and business from  domestic  facilities  that  is shipped or
billed to foreign locations.  The 2003 results for the foreign facilities  have
been reclassified to the international segment; however, business from domestic
facilities  that  were  shipped  or  billed  to  foreign  locations  cannot  be
separately  identified for 2003.  The international division provided net sales
of $38.1 million  in  2004  compared  to  $22.0  million in 2003 primarily as a
result of the effects of this reclassification and the Landis Acquisition.

                                      -17-


<PAGE>

      Gross Profit.  Gross profit increased $43.8  million  from $131.1 million
(24% of net sales) in 2003 to $174.9 million (21% of net sales)  in 2004.  This
increase  of  33% includes the combined impact of the additional sales  volume,
productivity improvement  initiatives, and the timing effect of the 4% increase
in net selling prices due to higher resin costs passed through to our customers
partially  offset by increased  raw  material  costs.   The  historical  margin
percentage of the business acquired in the Landis Acquisition was significantly
less than the  Company's  historical gross margin percentage, which reduced our
consolidated margin percentage.   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 Landis
integration, in the fourth  quarter  of 2003, we closed our Monticello, Indiana
facility, which was acquired in the Landis Acquisition.  The business from this
location was distributed throughout our  facilities.  In addition, we completed
the integration of the Landis facilities in  2004  to  our  integrated computer
software system.  Also, significant productivity improvements  were made on the
base  business  in  2004, 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 $2.5 million to $26.4
million  for 2004 from $23.9 million  principally  as  a  result  of  increased
selling  expenses  associated  with  higher  sales  partially  offset  by  cost
reduction  efforts.   General  and administrative expenses increased from $25.7
million to $38.5 million in 2004.   This  increase  of  $12.8  million  can  be
primarily  attributed  to  the  Landis  Acquisition and increased accrued bonus
expenses.   Research  and development costs  increased  $0.3  million  to  $3.8
million in 2004 primarily  as  a  result of the Landis Acquisition.  Intangible
asset amortization increased from $3.3  million  in  2003  to  $6.5 million for
2004, primarily as a result of additional intangible assets resulting  from the
Landis Acquisition.  Other expenses were $5.8 million for 2004 compared to $3.6
million  for 2003.  Other expenses in 2004 include transition expenses of  $4.0
million related  to  the  Landis  Acquisition  and  $1.8 million related to the
shutdown  and  reorganization of facilities.  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.

  Interest  Expense,  Net.  Net interest  expense,  including  amortization  of
deferred financing costs  and  debt  premium, for 2004 was $53.2 million (7% of
net sales) compared to $45.7 million (8%  of net sales) in 2003, an increase of
$7.5 million.  This increase is primarily attributed to additional indebtedness
utilized to finance the Landis Acquisition  partially offset by decreased rates
of interest on borrowings and debt principal reductions.

      Income Taxes.  In 2004, we recorded income  tax  expense of $17.7 million
for income taxes, or an effective tax rate of 44%, compared  to  $12.5 million,
or  an effective tax rate of 49%, for fiscal 2003.  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
$5.2  million  over  2003 can be primarily  attributed  to  improved  operating
performance.

      Net Income.  We  recorded net income of $23.0 million in 2004 compared to
$13.0 million in 2003 for the reasons stated above.

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.   Our
base  business  volume,  excluding selling price changes and acquired business,
increased by approximately  $4.0  million  or  1% in 2003.  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  $12.0 million in 2003 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.   In
2004,  we  created our international  division  as  a  separate  operating  and
reporting division  to  increase  sales  and  improve  service to international
customers utilizing existing resources.  The international segment includes the
Company's  foreign  facilities and business from domestic  facilities  that  is
shipped or billed to  foreign  locations.   The  2003  and 2002 results for the
foreign  facilities  have  been  reclassified  to  the  international  segment;
however,  business  from  domestic facilities that were shipped  or  billed  to
foreign locations cannot be  separately  identified  for  2003  or  2002.   The
international  division provided net sales of $22.0 million in 2003 compared to
$20.6 million in  2002.   This  increase  of  $1.4  million  can  be  primarily
attributed to foreign currency translation.

                                      -18-


<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.

      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.

      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.

INCOME TAX MATTERS

      As of January 1, 2005, Holding has unused operating loss carryforwards of
$61.1 million for federal income tax purposes  which  begin  to expire in 2012.
Alternative minimum tax credit carryforwards of approximately  $3.8 million are
available to Holding indefinitely to reduce future years' federal income taxes.
As  a  result  of  the  Merger,  $45.0  million  of  the unused operating  loss
carryforward  is limited to approximately $12.9 million  per  year,  and  $16.0
million of the  unused  operating  loss carryforward occurred subsequent to the
Merger and is not subject to an annual limitation.

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
restated the Credit Facility  (the "Amended and Restated Credit Facility").  On
August  9, 2004, the Amended and  Restated  Credit  Facility  was  amended  and

                                      -19-


<PAGE>

restated  (the  "Second  Amended  and  Restated  Credit Facility").  The Second
Amended and Restated Credit Facility provides (1)  a  $365.5  million term loan
and (2) a $100.0 million revolving credit facility.  The proceeds  from the new
term loan were used to repay the outstanding balance of the term loans from the
Amended  and Restated Credit Facility.  The Second Amended and Restated  Credit
Facility permits  the  Company  to borrow up to an additional $150.0 million of
incremental senior term indebtedness from lenders willing to provide such loans
subject to certain restrictions.  The terms of the additional indebtedness will
be determined by the market conditions  at the time of borrowing.  The maturity
date of the term loan is July 22, 2010, and  the maturity date of the revolving
credit facility is July 22, 2008.  The indebtedness  under  the  Second Amended
and  Restated Credit Facility is guaranteed by Holding and all of its  domestic
subsidiaries.   The  obligations  of the Company and the subsidiaries under the
Second Amended and Restated Credit  Facility  and  the  guarantees  thereof are
secured  by  substantially  all of the assets of such entities.  At January  1,
2005  and  December 27, 2003, there  were  no  borrowings  outstanding  on  the
revolving credit facility.

      Borrowings  under  the  Second  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  or  the  federal funds rate plus 0.5%) plus  the
applicable margin (the "Base Rate Loans")  or  (ii)  an  adjusted  eurodollar
LIBOR (adjusted for reserves) plus the applicable margin (the "Eurodollar Rate
Loans").  With respect to the term loan, the "applicable margin" is (i) with
respect to Base Rate Loans, 1.25% per annum and (ii) with respect to Eurodollar
Rate  Loans,  2.25%  per  annum  (4.22% at January 1, 2005).  In addition,  the
applicable margins with respect to  the  term loan can be further reduced by an
additional  .25%  per annum subject to the Company  meeting  a  leverage  ratio
target, which was met  based  on  the  results  through  January 1, 2005.  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 (2.50%  based  on  results  through  January 1,
2005).   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.  The interest rate applicable to  overdue  payments  and  to outstanding
amounts  following  an  event of default under the Second 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 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  agreement  was
effective January 15, 2003 and terminates on July 15, 2006.

      The  Second  Amended  and  Restated  Credit Facility contains significant
financial and operating covenants, including  prohibitions  on  our  ability to
incur  specified  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 Second Amended and Restated  Credit
Facility contains (1) a minimum interest  coverage  ratio as of the last day of
any quarter of 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
March 2006,  2.35:1.00  per  quarter  for the quarters ending June 2006 through
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
year ending 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 5.50:1.00 per  quarter  for  the quarters ending
December 2004 through 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 March 2007, 4.50:1.00 per  quarter  for  the  quarters
ending June 2007 through  December 2007, 4.25:1.00 per quarter for the quarters
ending March 2008 through 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 January 1, 2005.

      In 2004, we  made  two  voluntary  principal  prepayments  totaling $45.0
million  on  our  senior  term  debt  resulting  in  a  revision  of  the  loan
amortization  schedule.   Accordingly,  the  term  loan  amortizes quarterly as
follows:  $831,312 each quarter beginning March 31, 2005 and  ending  June  30,
2009; and $78,974,687 each quarter beginning September 30, 2009 and ending June
30, 2010.  Borrowings under the Second Amended and Restated Credit Facility are
subject  to mandatory prepayment under specified circumstances, including if we
meet specified  cash  flow  thresholds, collect insurance proceeds in excess of
certain thresholds, issue equity  securities  or debt or sell assets not in the
ordinary  course  of  business, or upon a sale or  change  of  control  of  the
Company.  There is no required  amortization  of the revolving credit facility.

                                      -20-


<PAGE>

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 and up to $10.0 million of
swingline loans.  At January 1, 2005 and December 27, 2003, we had $8.5 million
and  $7.4  million,  respectively,  in letters of credit outstanding under  our
revolving credit facility.

      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" and together with
the 2002 Notes, the "Notes").  The net proceeds to us from the sale of the Add-
on Notes, after expenses, were $91.8 million as the Add-on Notes were sold at a
premium of 12% over the face amount.  The proceeds  from  the Add-on Notes were
used in the financing of the Landis Acquisition.  The Add-on Notes 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 Notes.  On or subsequent to July 15, 2007, the 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 Notes may be redeemed at 110.75% of the principal  amount  at  our
option from  the  proceeds of an equity offering.  Upon a change in control, as
defined in the indenture  under  which the 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
restricts our ability to incur additional  debt  and  contains other provisions
which could limit our liquidity.

      Our contractual cash obligations as of January 1,  2005 are summarized in
the following table.

<TABLE>
<CAPTION>
                                                PAYMENTS DUE BY PERIOD AT JANUARY 1, 2005
                                          ------------------------------------------------------
<S>                                      <C>       <C>      <C>       <C>        <C>
                                            TOTAL    <1 YEAR   1-3 YEARS   4-5 YEARS    >5 YEARS
                                            -----    -------   ---------   ---------    --------
Long-term debt, excluding capital leases  $667,760   $ 3,825     $ 7,650    $162,937    $493,348
Capital leases                              26,104     8,397       8,654       9,053           -
Operating leases                           109,047    13,645      23,359      17,927      54,116
Purchase obligations (1)                    56,521    56,521           -           -           -
                                          --------   --------    --------   --------    --------
Total contractual cash obligations        $859,894   $82,850     $39,663    $189,917    $547,464
</TABLE>

     (1)Represents open purchase commitments for purchases of resin and capital
        expenditures in the normal course of operations.

      Net cash provided by operating activities was $75.2  million  in  2004 as
compared  to  $79.8  million  in  2003.   This  decrease of $4.6 million can be
primarily attributed to increased working capital  needs due to revenue growth,
increased  resin  costs,  and  increased quantities of resin  as  a  result  of
mechanical hedging partially offset  by  improved  operating  performance.  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 used for investing activities  decreased  from $265.7 million in
2003 to $45.5 million in 2004 primarily as a result of the  Landis  Acquisition
in 2003 and the receipt of $7.4 million in 2004 related to the working  capital
adjustment  from  the  Landis  Acquisition.   In  addition, Berry Plastics U.K.
Limited, a foreign subsidiary of Berry, reached an  agreement  in March 2004 to
sell  the manufacturing equipment, inventory, and accounts receivable  for  its
U.K. milk  cap  business  to  Portola  Packaging U.K. Limited.  The transaction
valued at approximately $4.0 million closed  in  April 2004.  The U.K. milk cap
business  represented  less than $3.0 million of our  annual  consolidated  net
sales.  Capital expenditures  in  2004 were $52.6 million, an increase of $22.7
million from $29.9 million in 2003.   Capital  expenditures  in  2004  included
investments of $11.1 million for facility additions and renovations, production
systems and offices necessary to support production operating levels throughout
the  company,  $14.8  million for molds, $17.1 million for molding and printing

                                      -21-


<PAGE>

equipment, and $9.6 million  for  accessory equipment and systems.  The capital
expenditure budget for 2005 is expected to be approximately $53.0 million.  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.

      Net  cash  used  for  financing  activities  was $55.7 million in 2004 as
compared to cash provided by financing activities of  $196.8  million  in 2003.
The  change can be primarily attributed to the Landis Acquisition financing  in
2003 and  the voluntary prepayment of $45.0 million of the senior term loans in
2004.  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
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 2005 will be satisfied
through a combination of  funds generated from operating activities and cash on
hand, together with funds available  under  the  Second  Amended  and  Restated
Credit  Facility.   We  base  such  belief  on  historical  experience  and the
substantial  funds  available  under  the  Second  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.
In  particular,  increases in the cost of resin which we  are  unable  to  pass
through to our customers  or significant acquisitions could severely impact our
liquidity.  At January 1, 2005,  our  cash balance was $0.3 million, and we had
unused  borrowing  capacity  under  the  Second  Amended  and  Restated  Credit
Facility's borrowing base of $91.5 million.   Although  the  $91.5  million was
available  at  January  1,  2005,  the  covenants under our Second 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  Second  Amended  and Restated Credit Facility.  The Second Amended
and Restated Credit Facility is comprised of (1) a $365.5 million term loan and
(2) a $100.0 million revolving credit facility.  At January 1, 2005, there were
no  borrowings  outstanding  on  the   revolving   credit  facility.   The  net
outstanding  balance of the term loan at January 1, 2005  was  $330.8  million.
The term loan bears interest at the Eurodollar rate plus the applicable margin.
Future borrowings  under  the  Second 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 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 January 1, 2005, the Eurodollar rate
applicable  to the term loan was 2.22%.  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.

Plastic Resin Cost Risk

      We are exposed  to  market risk from changes in plastic resin prices that
could impact our results of  operations and financial condition.  We manage our
exposure to these market risks through our normal operations through purchasing
negotiation, mechanical hedging,  switching  between  HDPE  and  PP for certain
products   and,   when   deemed  appropriate,  by  using  derivative  financial
instruments  in  accordance  with  established  policies  and  procedures.  The
derivative financial  instruments  generally  used  are forward contracts.  The
derivative  financial  instruments  utilized  by  the Company  in  its  hedging
activities are considered risk management tools and  are  not  used for trading
purposes.

      As part of our risk management strategy, in the fourth quarter  of  2004,
we  entered  into resin forward hedging transactions constituting approximately
15% of our estimated  2005  resin  needs  and  10%  of our 2006 estimated resin
needs.   These  contracts obligate the Company to make  or  receive  a  monthly
payment equal to  the difference in the unit cost of resin per the contract and
an industry index times the contracted pounds of plastic resin.  Such contracts
are designated as hedges  of  a  portion  of the Company's forecasted purchases
through 2006 and are effective in hedging the  Company's exposure to changes in
resin prices during this period.

                                      -22-


<PAGE>


      The  contracts  qualify  as  cash flow hedges  under  SFAS  No.  133  and
accordingly are marked to market with  unrealized  gains  and  losses  deferred
through  other  comprehensive  income  and  will be recognized in earnings when
realized as an adjustment to cost of goods sold.   The  fair  values  of  these
contracts at January 1, 2005 was an unrealized gain of $5.2 million.  Based  on
the  Company's  resin  price  exposure  at  January 1, 2005, a hypothetical 10%
change in resin prices without any pass through to our customers for a one-year
period would change income before income taxes by approximately $28.3 million.

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 January 1, 2005, we had total  indebtedness  of  approximately
$697.6 million, excluding $8.5 million in letters of credit under our revolving
credit facility  and, subject to certain conditions to borrowing, $91.5 million
available for future borrowings under our revolving credit facility.

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

   a) 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;
   b) increase our vulnerability to general adverse economic and industry
      conditions, including changes in raw material costs;
   c) limit our ability to respond to business opportunities;
   d) limit our ability to borrow additional funds, which may be
      necessary; and
   e) subject us to financial and other restrictive covenants, which, if
      we fail to comply with these covenants and our failure is not waived or
      cured, could result in an event of default under our debt.

To service our debt, we will require a significant amount of cash.  Our ability
to generate cash depends on many factors beyond our control.

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

The agreements governing our debt impose restrictions on our business.

  The Indenture  and  the Second 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:

     a)incur indebtedness or issue preferred shares;
     b)pay dividends or make  distributions  in  respect  of  our capital
         stock or to make certain other restricted payments;
     c)create liens;
     d)agree   to   payment   restrictions   affecting   our   restricted
         subsidiaries;
     e)make acquisitions;
     f)consolidate, merge, sell or lease all or substantially all  of our
         assets;

                                      -23-


<PAGE>

     g)enter into transactions with our affiliates; and
     f)designate our subsidiaries as unrestricted subsidiaries.

  Our  Second  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 Second 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 $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 $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,
Basell,  Nova,  Total  (formerly  Atofina),  Equistar,  Sunoco,  BP Amoco,  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 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 or if our customers seek
product substitution.

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 2004 cost us approximately $283.0  million,  or 44% 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,  an  industry
publication, prices of HDPE and PP on January 1, 2005 were $0.655 per pound and
$0.64 per pound, respectively, reflecting increases of $0.20 per pound, or 44%,
and $0.23 per pound, or 56%, over the respective prices from December 27, 2003.
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

                                      -24-


<PAGE>

lines also compete with plastic products  in  other  lines  and  segments.  Our
competitors  may  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:

   a) the  focus  of  management's  attention  to  the assimilation of the
      acquired companies and their employees and on the management of expanding
      operations;
   b) the incorporation of acquired products into our product line;
   c) the increasing demands on our operational systems;
   d) adverse effects on our reported operating results; and
   e) 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  may result in substantial costs, delays
or other problems.

  We  may  not be able to successfully integrate  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

                                      -25-


<PAGE>

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:

   a)the  possibility  that  it  will   be  difficult  to  integrate  the
      operations into our other operations;
   b)the  possibility  that  we  have  acquired  substantial  undisclosed
      liabilities;
   c)the risks of entering markets or offering services for which we have
      no prior experience; and
   d)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.

  An  acquisition  may  be  significantly  larger  than  any  of  our  previous
acquisitions.   The  significant  expansion  of  our  business  and  operations
resulting from the  acquisition  may strain our administrative, operational and
financial resources. The integration  may  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
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
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 January 1, 2005, the net value  of  our  goodwill and other intangibles
was  approximately  $503.3  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.

                                      -26-


<PAGE>

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
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 3% of our 2004 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.   Our  sales outside
the United States from our domestic plants, which represented approximately  2%
of our 2004 net sales, are subject to similar risks.

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

                                      -27-


<PAGE>

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 Registered Public Accounting Firm                    F-1

Consolidated Balance Sheets at January 1, 2005 and December 27, 2003       F-2

Consolidated Statements of Operations for the periods ended January 1,
   2005 and December 27, 2003, the periods from July 22,
   2002 to December 28, 2002 and December 30, 2001 to July 21, 2002        F-4

Consolidated Statements of Changes in Stockholders' Equity (Deficit)
   for the periods ended January 1, 2005 and December 27,
   2003, the periods from July 22, 2002 to December 28, 2002 and
   December 30, 2001 to July 21, 2002                                      F-5

Consolidated Statements of Cash Flows for the periods ended January 1,
   2005 and December 27, 2003, the periods from July 22,
   2002 to December 28, 2002 and December 30, 2001 to July 21, 2002        F-7

Notes to Consolidated Financial Statements                                 F-8


                     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.
</TABLE>

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


                                      -28-


<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).. 47 Chairman and Director
Ira G. Boots(1)......... 51 President, Chief Executive Officer and Director
James M. Kratochvil..... 48 Executive Vice President, Chief Financial Officer, Treasurer and Secretary
R. Brent Beeler......... 52 Executive Vice President
Gregory J. Landis....... 54 Director
William J. Herdrich..... 54 Executive Vice President
Christopher C. Behrens(1)44 Director
Terry R. Peets.......... 60 Director
Stephen S. Trevor(1)(2). 41 Director
Mathew J. Lori(2)....... 41 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)47 Chairman and Director
Ira G. Boots(1)(4)......    51 President, Chief Executive Officer and Director
James M. Kratochvil.....    48 Executive Vice President, Chief Financial Officer, Treasurer and Secretary
R. Brent Beeler.........    52 President - Containers and Consumer Products
Gregory J. Landis.......    54 President - Container Division and Director
William J. Herdrich.....    54 Executive Vice President and General Manager - Closures
Douglas E. Bell.........    53 Vice President - International Business Development
Christopher C. Behrens(1)(3)44 Director
Terry R. Peets..........    60 Director
Stephen S. Trevor(1)(2)(4)  41 Director
Mathew J. Lori(2)(4)....    41 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.

                                      -29-


<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.

      DOUG BELL became our Vice President - International Business  Development
in  January 2005.  He was previously a Sales Manager - Specialty Products  upon
re-joining the Company in November 2004.  Mr. Bell served in many capacities at
Berry  from  his  starting  date in June 1980 to his initial retirement in June
1998, and served as a consultant  to  Berry  and other companies from June 1998
until his return in November 2004.

      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 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.

      TERRY  R.  PEETS has been a Director of Holding and Berry Plastics  since
July 2004.  Mr. Peets  is  an  independent  board member and also serves as
Chairman of the Board and Director of World Kitchens, Inc., and as a Director
of Doane Pet Care Company, Pinnacle Foods, Inc., and several other private
companies.  In addition to serving on many boards in recent  years,  Mr. Peets
was Chairman and Director of Bruno's Supermarkets, Inc., from 2000 to 2003.
Mr. Peets received an M.B.A., with honors, from the Graduate School of Business
at Pepperdine University.

      STEPHEN S,TREVOR has been a Director of Holding and  Berry Plastics since
August  2004  and has been a Managing Director at Goldman, Sachs  &  Co.  since
1999.  Mr. Trevor  is  a member of the Supervisory and Advisory Boards of Kabel
Deutchland Holding GmbH  & Co. KG.  Mr. Trevor is also a Member of the Advisory
Board of Cognis Deutschland GmbH & Co. KG.

      MATHEW J. LORI has been  a  Director  of Holding since the closing of the
Merger.   Mr.  Lori has been a Partner with J.P.  Morgan  Partners,  LLC  since
January 2005.  Mr.  Lori  was previously 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,
Arbinet-thexchange, Inc., and a number of private companies.  Mr. Lori received
an M.B.A. from Kellogg Graduate School of Management at Northwestern University
in 1993.

We are currently in the process of finalizing our Code of Ethics.

                                      -30-


<PAGE>

      In  connection  with  the  Merger,  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  up  to  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
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 Holding's common stock.  Of the current
members of the boards of directors  of  Holding  and  Berry  Plastics,  Messrs.
Gleberman,  Boots, Trevor, Landis and Peets 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 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.  Trevor  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  Trevor,  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
Trevor 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 and Behrens oversees our capital  structure  and reviews and approves
significant   financing   decisions.   The  Corporate  Development   Committee,
consisting of Messrs. Gleberman,  Boots, Trevor and Lori, oversees our business
strategy  and,  in particular, reviews  and  recommends  potential  acquisition
candidates.

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 2004, 2003 and 2002.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                      LONG TERM
                                                                                     COMPENSATION
                                                                                     ------------
                                                                         ANNUAL
                                                                      COMPENSATION
                                                                      ------------
<S>                                                          <C>    <C>    <C>    <C>     <C>   <C>
                                                                                       SECURITIES
                                                            FISCAL                     UNDERLYING        OTHER
           NAME AND PRINCIPAL POSITION                       YEAR   SALARY   BONUS(1)  OPTIONS (#)  COMPENSATION(2)
           ---------------------------                      ------  ------   --------  ----------   ---------------
Ira G. Boots                                                 2004 $442,226   $214,200           -     $ 14,476
   President and Chief Executive Officer                     2003  432,836    150,231       2,383       12,343
                                                             2002  424,536  1,452,018      61,814       12,505

James M. Kratochvil                                          2004 $284,909   $137,700           -     $ 11,576
   Executive Vice President, Chief Financial Officer,        2003  278,867     96,577       1,356       10,151
   Treasurer and Secretary                                   2002  273,400    945,026      35,040        9,889

R. Brent Beeler                                              2004 $345,995   $156,503           -      $ 4,028
   President - Containers and Consumer Products              2003  313,761    111,476       1,356        3,105
                                                             2002  298,172  1,080,496      35,229        2,590

Gregory J. Landis (3)                                        2004 $349,866   $      -      11,410      $ 3,494
   President - Container Division                            2003   49,500          -           -        2,688
                                                             2002        -          -           -            -

William J. Herdrich                                          2004 $280,093   $136,553           -      $ 5,521
   Executive Vice President and General Manager -            2003  274,180    117,772       1,356        5,109
   Closures                                                  2002  269,222    983,506      25,581        4,899

</TABLE>

                                      -31-


<PAGE>


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


Gregory J. Landis      7,607 (1)              11.6                 120         1/1/14     574,100   1,454,839
Gregory J. Landis      3,803 (2)               5.8                 120         1/1/14     287,012     727,324
</TABLE>

(1)Represents  options  granted  on January 1, 2004, which (i) have an exercise
   price fixed at $120 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 2004 based
   on continued service with the Company.
(2)Represents options granted  on  January  1, 2004, which (i) have an exercise
   price fixed at $120 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  Holding  of  certain  financial
   targets, or if such targets  are  not  achieved,  based on continued service
   with the Company.

FISCAL YEAR-END OPTION HOLDINGS

      The following table provides information on the number of exercisable and
unexercisable management stock options held by the Named  Executive Officers at
January 1, 2005.

<TABLE>
<CAPTION>
                                                      NUMBER OF UNEXERCISED        VALUE OF UNEXERCISED
                                                           OPTIONS AT              IN-THE-MONEY OPTIONS
                     SHARES ACQUIRED                     FISCAL YEAR-END            AT FISCAL YEAR-END
       NAME           ON EXERCISE     VALUE REALIZED EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
                                                            (#)(2)                         (1)(2)
       ----          ---------------  -------------- -------------------------   -------------------------
<S>                 <C>                         <C>            <C>                       <C>
Ira G. Boots               -                -             44,882/35,593             $2,325,194/$800,816
James M. Kratochvil        -                -             26,384/20,186              1,425,788/455,309
R. Brent Beeler            -                -             26,479/20,280              1,426,057/455,575
Gregory J. Landis          -                -              1,901/9,509                  47,525/237,725
William J. Herdrich        -                -             17,726/15,455                716,422/441,914
</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 January 1, 2005.
(2)All options granted to management  are  exercisable  for  shares  of  Common
   Stock, par value $.01 per share, of Holding.

DIRECTOR COMPENSATION

      The  Company  has  agreed  to compensate Mr. Peets annual compensation of
$30,000, paid quarterly, for his services  plus  reimbursement of out-of-pocket
expenses.  In addition, Holding issued stock appreciation rights in 2004 to Mr.
Peets for 834 shares at the then fair market value that vest over four years as
long  as Mr. Peets continues to serve as a board member.   No  other  Directors
receive  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,  Landis and Herdrich (each, an "Employment Agreement" and,
collectively,  the  "Employment   Agreements").    The  agreements  for  Boots,
Kratochvil  and  Beeler  expire on January 1, 2007.  Mr.  Herdrich's  agreement
expires on December 31, 2008,  and  Mr. Landis' agreement expires on January 1,
2009.  The Employment Agreements provided  for fiscal 2004 base compensation of
$442,226, $284,909, $345,995, $349,866, and  $280,093,  respectively.  Salaries
are  subject  in  each  case  to  annual  adjustment at the discretion  of  the

                                      -32-


<PAGE>

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,  Landis 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 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
(excluding Mr. Landis) 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  has a Compensation Committee comprised of Messrs. Gleberman,
Boots, Behrens, and Trevor.  The annual salary and bonus paid to Messrs. Boots,
Kratochvil, Beeler, Landis, and Herdrich for fiscal 2004 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.

  Messrs. Gleberman and Trevor are 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, our  Amended  and
Restated Credit  Facility, and our Second Amended and Restated Credit Facility.
In addition, the Company  entered  into  four  resin  forward  contracts in the
fourth quarter of 2004 with J. Aron & Company, a division of Goldman,  Sachs  &
Co., and enters into foreign currency transactions through its normal course of
business  with  Goldman,  Sachs & Co.  Messrs. Behrens and Lori are Partners 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,  our  Amended  and
Restated Credit  Facility, and our Second 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.

                                      -33-


<PAGE>


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, 2005 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             33.0%
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)                 120,820              3.4
J.P. Morgan Partners Global Investors (Cayman), L.P. (3)         61,203              1.7
J.P. Morgan Partners Global Investors (Cayman) II, L.P. (3)       6,825                -
J.P. Morgan Partners Global Investors A, L.P. (3)                16,848                -
J.P. Morgan Partners (BHCA), L.P. (3)                           704,262             20.1
J.P. Morgan Partners Global Investors (Selldown), L.P. (3)       44,594              1.3
Joseph H. Gleberman (4)                                       2,104,000             60.1
Christopher C. Behrens (5)                                      954,552             27.2
Stephen S. Trevor (6)                                         2,104,000             60.1
Terry R. Peets                                                      209 (7)            -
Mathew J. Lori(8)                                               954,552             27.2
Ira G. Boots                                                     85,600 (9)          2.4
James M. Kratochvil                                              49,912 (10)         1.4
R. Brent Beeler                                                  50,428 (11)         1.4
Gregory J. Landis                                               102,281 (12)         2.9
William J. Herdrich                                              34,228 (13)           -
All executive officers and directors as a group (10 persons)  3,503,080 (14)        96.5
</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, 2005, but excludes shares of stock underlying
  options held by any other person.
-     Less than one percent.
(1)The authorized  capital  stock  of  Holding  consists of 5,500,000 shares of
  capital stock, including 5,000,000 shares of Common  Stock,  $.01  par  value
  (the "Holding Common Stock"), and 500,000 shares of Preferred Stock, $.01 par
  value (the "Preferred Stock").
(2)Address  is  c/o  Goldman, Sachs & Co., 85 Broad Street, New York, New York,
  10004.
(3)Address is c/o J.P.  Morgan  Partners, LLC, 1221 Avenue of the Americas, New
  York, New York 10020.
(4)Address is c/o Goldman, Sachs  &  Co.,  85 Broad Street, New York, New York,
  10004.   Represents shares owned by equity  funds  affiliated  with  Goldman,
  Sachs & Co.   Mr.  Gleberman  is  a Managing Director of Goldman, Sachs & Co.
  Mr. Gleberman disclaims any beneficial  ownership  of  the  shares of Holding
  Common Stock held by equity funds affiliated with Goldman, Sachs & Co.
(5)Address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the  Americas,  New
  York,  New  York  10020.   Represents shares owned by equity funds affiliated
  with  J.P. Morgan Chase & Co.   Mr.  Behrens  is  a  Partner  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. Trevor is a Managing Director  of Goldman, Sachs & Co.  Mr.
   Trevor disclaims any beneficial ownership of the  shares  of  Holding Common
   Stock held by equity funds affiliated with Goldman, Sachs & Co.
(7)Includes stock appreciation rights to purchase 209 shares of Holding  Common
   Stock granted to Mr. Peets, exercisable within 60 days of March 18, 2005.
(8)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. Lori is a Partner of J.P. Morgan Partners,
  which is the private equity investment arm of  J.P.  Morgan  Chase & Co.  Mr.
  Lori disclaims any beneficial ownership of the shares of Holding Common Stock
  held by equity funds affiliated with J.P. Morgan Chase & Co.
(9)Includes options to purchase 47,655 shares of Holding Common  Stock  granted
  to Mr. Boots, exercisable within 60 days of March 18, 2005.
(10)Includes  options to purchase 27,955 shares of Holding Common Stock granted
  to Mr. Kratochvil, exercisable within 60 days of March 18, 2005.
(11)Includes options  to purchase 28,060 shares of Holding Common Stock granted
  to Mr. Beeler, exercisable within 60 days of March 18, 2005.
(12)Includes options to  purchase  2,281 shares of Holding Common Stock granted
  to Mr. Landis, exercisable within 60 days of March 18, 2005.
(13)Includes options to purchase 18,824  shares of Holding Common Stock granted
  to Mr. Herdrich, exercisable within 60 days of March 18, 2005.
(14)Includes options to purchase 124,775 shares of Holding Common Stock granted
  to Executive Officers, exercisable within 60 days of March 18, 2005.

                                      -34-


<PAGE>

EQUITY COMPENSATION PLAN INFORMATION

      The following table provides information  as of January 1, 2005 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>                                   <C>
                           (a)                         (b)                      (c)
Equity compensation plans
 approved by security
  holders (1)                        -                         -                       -

Equity compensation plans
 not approved by security
   holders (2)                 454,283 (3)                   118                  43,489
                              ---------                  ---------               ---------
      Total                    454,283                       118                  43,489
</TABLE>

(1)Does  not  include  outstanding  options  to  acquire 135,873 shares,  at  a
   weighted-average exercise price of $49.84 per share,  that  were  assumed in
   connection  with  the  Merger  under  the BPC Holding Corporation 1996 Stock
   Option Plan (the "1996 Plan"), as amended.  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

      Holding currently maintains the BPC Holding Corporation 1996 Stock Option
Plan ("1996 Option Plan"), as amended, pursuant to which nonqualified options
to purchase 135,873 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.

2002 STOCK OPTION PLAN

      Holding has adopted an employee stock option plan  ("2002  Stock  Option
Plan"),  as amended, pursuant to which options to acquire up to 495,073 shares
of Holding's  common  stock  may  be  granted  to  its employees, directors and
consultants.  At January 1, 2005, 454,283 options were  outstanding  under this
plan.  Options granted under the 2002 Stock Option Plan 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 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  become  vested  and
exercisable over a  five-year  period  based on continued service with Holding.
Other options become vested and exercisable based on the achievement by Holding
of certain financial targets, or if such  targets  are  not  achieved, based on
continued  service  with  Holding.   Upon  a change in control of Holding,  the
vesting schedule with respect to certain options  accelerate  for  a portion of
the shares subject to such options.

                                      -35-


<PAGE>

EMPLOYEE STOCK PURCHASE PLAN

      Holding has adopted an employee stock purchase program pursuant  to which
a  number  of employees had the opportunity to invest in Holding on a leveraged
basis (certain  senior  employees also purchased shares of 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 Holding common stock having an aggregate value
of up to the greater of (1) 150% of the value attributable to shares of 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 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,  Holding's  only  recourse  is to the shares of 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.  In consideration
of services performed in connection with  the  Merger,  the  Company paid First
Atlantic fees and expenses of $1,786,000 in July 2002.

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 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  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 Holding.  Additionally, in connection with the Merger,
we retired all  of  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 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 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.

      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,  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

                                      -36-


<PAGE>

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,  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 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  Holding;  (3)  after July 29,
2009,  the  J.P. Morgan funds have the right to demand that Holding  cause  the
initial public  offering of its common stock, if such an offering or other sale
of Holding has not  occurred  by  such  time; and (4) Holding has agreed not to
take specified actions, including, making  certain  amendments  to  either  the
certificate  of  incorporation  or the by-laws of 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 Holding common
stock owned by the Goldman Sachs and J.P. Morgan funds.

STOCKHOLDERS AGREEMENT WITH MANAGEMENT

      In connection with the Merger, Holding also  entered  into a stockholders
agreement  with  certain  members  of  Holding's management that owned  Holding
common stock.  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 Holding's common stock;
(2) obligations to consent to a merger or consolidation of Holding or a sale of
Holding's  assets or common stock; (3) obligations  to  sell  their  shares  of
Holding common  stock  back to Holding in specified circumstances in connection
with the termination of  their  employment  with  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
Holding common stock  pursuant  to  an  employee stock purchase program.  These
employees paid for these shares with any  combination  of (1) shares of 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 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 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  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,
2005, a total of $2,910,349, $1,505,616, $1,517,750,  and $1,186,789, 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  Credit  Facility  and
received fees of  $0.5  million  in  November 2003 for services provided.  J.P.

                                      -37-


<PAGE>

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  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.

OTHER TRANSACTIONS

  Goldman Sachs Credit Partners, L.P., an affiliate of Goldman  Sachs, acted as
the  administrative  agent,  joint lead arranger and joint bookrunner  for  the
Second Amended and Restated Credit  Facility without separate compensation.  JP
Morgan  Chase  Bank, an affiliate of J.P.  Morgan,  acted  as  the  joint  lead
arranger and joint  bookrunner  for  the  Second  Amended  and  Restated Credit
Facility  for  consideration  of approximately $0.4 million.  In addition,  the
Company entered into four resin forward contracts in the fourth quarter of 2004
ranging from 6.0 million to 33.6  million annual pounds of resin with J. Aron &
Company, a division of Goldman, Sachs  &  Co., and enters into foreign currency
transactions through its normal course of business with Goldman, Sachs & Co.

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 2004, 2003 and 2002, the review of the financial statements included in the
Company's Forms 10-Q for 2004, 2003  and  2002  and statutory audits of foreign
subsidiaries totaled $422,000, $682,000 and $570,000, respectively.

  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 2004, 2003  and  2002,  and  are  not
disclosed in the  paragraph caption "Audit Fees" above, were $207,000, $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.

                                      -38-


<PAGE>

  Tax Fees.  The aggregate  fees  for professional services rendered by Ernst &
Young LLP for tax compliance, for the  years  ended  2004,  2003  and 2002 were
$65,000, $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 2004, 2003 and 2002, were $93,000, $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 2004, 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 2004 and
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 2004 and 2003.


                                      -39-


<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  February  8,  2005,  containing
        notification  of Doug Graham's resignation from the Board of Directors.
        Mr. Graham resigned to pursue other interests.



                                      -40-


<PAGE>
            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Stockholders and Board of Directors
BPC Holding Corporation

We have audited the accompanying  consolidated  balance  sheets  of BPC Holding
Corporation  (Holding)  as  of January 1, 2005 and December 27, 2003,  and  the
related consolidated statements  of operations, changes in stockholders' equity
(deficit) and cash flows for the years ended January 1, 2005, December 27, 2003
and for the periods from July 22,  2002  to  December  28,  2002  (Company) and
December  30, 2001 to July 21, 2002 (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 the standards of the Public Company
Accounting  Oversight  Board  (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.
Our audit included consideration  of  internal control over financial reporting
as  a  basis  for  designing  audit procedures  that  are  appropriate  in  the
circumstances,  but  not for the  purpose  of  expressing  an  opinion  on  the
effectiveness  of the Company's  internal  control  over  financial  reporting.
Accordingly, we  express no such opinion.  An audit also includes examining, on
a test basis, evidence  supporting the amounts and disclosures in the financial
statements, assessing the  accounting principles used and significant estimates
made   by  management,  and  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  January  1,  2005  and  December 27,  2003,  and  the
consolidated results of its operations and its cash  flows  for the years ended
January 1, 2005, December 27, 2003 and for the periods from July  22,  2002  to
December   28,   2002  (Company)  and  December  30,  2001  to  July  21,  2002
(Predecessor), in  conformity  with accounting principles generally accepted in
the United States.






                                                          /S/ ERNST & YOUNG LLP



Indianapolis, Indiana
February 11, 2005



                                      F-1

<PAGE>


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

<TABLE>
<CAPTION>
                                                               JANUARY 1,    DECEMBER 27,
                                                                 2005            2003
                                                              ------------   -------------
<S>                                                         <C>        <C> <C>
ASSETS
Current assets:
   Cash and cash equivalents                                    $    264       $  26,192
   Accounts receivable (less allowance for doubtful
   accounts of $3,207 at January 1, 2005 and $2,717
   at December 27, 2003)                                          83,162          76,152
   Inventories:
       Finished goods                                             70,371          61,556
       Raw materials and supplies                                 38,663          19,988
                                                              ------------   -------------
                                                                 109,034          81,544
   Prepaid expenses and other current assets                      27,339          19,192
                                                              ------------   -------------
Total current assets                                             219,799         203,080

Property and equipment:
   Land                                                           10,016           7,935
   Buildings and improvements                                     64,758          58,135
   Machinery, equipment and tooling                              297,972         249,291
   Construction in progress                                       19,812          24,433
                                                              ------------   -------------
                                                                 392,558         339,794
   Less accumulated depreciation                                 110,586          56,817
                                                              ------------   -------------
                                                                 281,972         282,977
Intangible assets:
   Deferred financing fees, net                                   19,883          22,283
   Customer relationships, net                                    84,959          90,540
   Goodwill                                                      358,883         376,769
   Trademarks                                                     33,448          33,448
   Other intangibles, net                                          6,106           6,656
                                                              ------------   -------------
                                                                 503,279         529,696
Other                                                                 94              53
                                                              ------------   -------------
Total assets                                                  $1,005,144      $1,015,806
                                                             =============   =============

</TABLE>


                                      F-2

<PAGE>


                    CONSOLIDATED BALANCE SHEETS (CONTINUED)




<TABLE>
<CAPTION>
                                                               JANUARY 1,    DECEMBER 27,
                                                                 2005            2003
                                                             ------------   -------------
<S>                                                           <C>        <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                             $  55,671       $  43,175
  Accrued expenses and other liabilities                          16,693          21,335
  Accrued interest                                                18,816          18,132
  Employee compensation, payroll and other taxes                  28,190          23,528
  Current portion of long-term debt                               10,335           9,339
                                                             ------------   -------------
Total current liabilities                                        129,705         115,509

Long-term debt, less current portion                             687,223         742,266
Deferred income taxes                                              1,030             720
Other long-term liabilities                                        3,295           4,720
                                                             ------------   -------------
Total liabilities                                                821,253         863,215
Stockholders' equity:
  Preferred stock; $.01 par value:
   500,000 shares authorized; 0 shares
   issued and outstanding at January
   1, 2005 and December 27, 2003                                       -               -

  Common stock; $.01 par value: 5,000,000
   shares authorized; 3,398,807 shares issued
   and 3,378,305 shares outstanding at January
   1, 2005; and 3,397,637 shares issued and
   3,377,923 shares outstanding at December 27, 2003                  34              34

  Additional paid-in capital                                     345,001         344,363
  Adjustment of the carryover basis of continuing
   stockholders                                                 (196,603)       (196,603)
  Notes receivable - common stock                                (14,856)        (14,157)
  Treasury stock:  20,502 shares and 19,714 shares
   of common stock at January 1, 2005 and December 27,
   2003, respectively                                             (2,049)         (1,972)
  Retained earnings                                               39,178          16,227
  Accumulated other comprehensive income                          13,186           4,699
                                                              ------------   -------------
Total stockholders' equity                                       183,891         152,591
                                                              ------------   -------------
Total liabilities and stockholders' equity                    $1,005,144      $1,015,806
                                                              ============   =============
</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>
                                                       YEAR ENDED    YEAR ENDED  PERIOD FROM   PERIOD FROM
                                                       JANUARY 1,   DECEMBER 27,  7/22/02-      12/30/01-
                                                          2005          2003      12/28/02      7/21/02
                                                      -----------   -----------  -----------   -----------
Net sales                                              $ 814,213     $ 551,876     $ 213,626    $ 280,677
Cost of goods sold                                       639,329       420,750       163,815      207,458
                                                      -----------   -----------  -----------   -----------
Gross profit                                             174,884       131,126        49,811       73,219

Operating expenses:
   Selling                                                26,361        23,883        10,129       12,080
   General and administrative                             38,518        25,699         7,664       15,750
   Research and development                                3,825         3,459         1,450        1,438
   Amortization of intangibles                             6,513         3,326         1,159        1,249
   Merger expenses (Predecessor)                               -             -             -       20,987
   Other expenses                                          5,791         3,569         2,757        2,804
                                                      -----------   -----------    -----------   -----------
Operating income                                          93,876        71,190        26,652       18,911

Other expenses (income):
   Loss (gain) on disposal of property and equipment           -            (7)            8          291
                                                      -----------   -----------    -----------   -----------
Income before interest and taxes                          93,876        71,197        26,644       18,620

Interest:
   Expense                                               (54,076)      (46,251)      (20,887)     (28,747)
   Loss on extinguished debt                                   -          (250)             -     (25,328)
   Income                                                    891           838           375            5
                                                      -----------   -----------    -----------   -----------
Income (loss) before income taxes                         40,691        25,534         6,132      (35,450)
Income taxes                                              17,740        12,486         2,953          345
                                                      -----------   -----------    -----------   -----------
Net income (loss)                                         22,951        13,048         3,179      (35,795)

Preferred stock dividends                                      -             -             -       (6,468)
Amortization of preferred stock discount                       -             -             -         (574)
                                                      -----------   -----------    -----------   -----------
Net income (loss) attributable to common stockholders   $ 22,951      $ 13,048       $ 3,179    $ (42,837)
                                                      ===========   ===========    ===========   ===========
</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>
                                                                                                         ADDITIONAL
                                     COMMON STOCK  PREFERRED STOCK TREASURY STOCK   WARRANTS     COMMON   PAID-IN
                                     (PREDECESSOR)  (PREDECESSOR)  (PREDECESSOR)  (PREDECESSOR)   STOCK   CAPITAL
                                    -------------  --------------- -------------- ------------- --------- ---------
<S>                                 <C>            <C>               <C>             <C>          <C>     <C>
Predecessor:
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 receivable                  -               -            -                -         -           -
Translation gain                              -               -            -                -         -           -
Other comprehensive losses                    -               -            -                -         -           -
Net income                                    -               -            -                -         -           -
                                     ------------  --------------- -------------- -------------  -------- ---------
Balance at December 27, 2003 (Company)        -               -            -                -        34     344,363
                                     ------------  --------------- -------------- -------------  -------- ---------
Issuance of common stock                      -               -            -                -         -          53
Collection on notes receivable                -               -            -                -         -           -
Purchase of treasury stock                    -               -            -                -         -           -
Sale of treasury stock                        -               -            -                -         -           -
Interest on notes receivable                  -               -            -                -         -           -
Stock-based compensation                      -               -            -                -         -         585
Translation gain                              -               -            -                -         -           -
Other comprehensive gains                     -               -            -                -         -           -
Net income                                    -               -            -                -         -           -
                                     ------------  --------------- -------------- -------------  -------- ---------
Balance at January 1, 2005 (Company)     $    -        $      -      $     -         $      -     $  34   $ 345,001
                                     ============  =============== ============== =============  ======== =========
</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 29, 2001
 (Predecessor)                 $    -        $    -     $    -    $(220,263)    $(1,429)   $(139,601)   $(2,681)
                            ------------   ----------- --------- ---------- -------------- --------- -------------
Net loss                            -             -          -      (35,795)          -      (35,795)   (35,795)
Translation gain                    -             -          -            -       1,429        1,429      1,429
Amortization of preferred           -             -          -            -           -            -          -
stock discount
Accrued dividends on                -             -          -            -           -       (6,468)         -
preferred stock
Stock-based compensation            -             -          -            -           -        1,920          -
Redemption of predecessor stock     -             -          -      256,058           -      178,515          -
                            ------------   ----------- --------- ---------- -------------- --------- -------------
Balance at July 21, 2002
 (Predecessor)                 $    -         $   -      $   -      $     -     $     -     $      -   $(34,366)
                            ============   =========== ========= ========== ============== ========= =============

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
                            ------------   ----------- --------- ---------- -------------- --------- =============

Issuance of common stock            -             -          -           -            -           53          -
Collection on notes
 receivable                         -            73          -           -            -           73          -
Purchase of treasury stock          -             -       (192)          -            -         (192)         -
Sale of treasury stock              -             -        115           -            -          115          -
Interest on notes receivable        -          (772)         -           -            -         (772)         -
Stock-based compensation            -             -          -           -            -          585          -
Translation gain                    -             -          -           -        2,743        2,743      2,743
Other comprehensive gains           -             -          -           -        5,744        5,744      5,744
Net income                          -             -          -      22,951            -       22,951     22,951
                            ------------   ----------- --------- ---------- -------------- --------- -------------
Balance at January 1, 2005
 (Company)                  $(196,603)     $(14,856)   $(2,049)   $ 39,178    $  13,186    $ 183,891   $ 31,438
                            ============   =========== ========= ========== ============== ========= =============
</TABLE>

See notes to consolidated financial statements.




                                     F-6

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

<TABLE>
<CAPTION>
                                                                        COMPANY                     PREDECESSOR
                                                        -----------------------------------------  -------------
<S>                                                     <C>      <C> <C>       <C> <C>           <C> <C>
                                                         YEAR ENDED   YEAR ENDED    PERIOD FROM     PERIOD FROM
                                                         JANUARY 1,   DECEMBER 27,   7/22/02-        12/30/01-
                                                           2005          2003        12/28/02         7/21/02
                                                        ------------ ------------- -------------  -------------
OPERATING ACTIVITIES
Net income (loss)                                        $  22,951       $13,048       $ 3,179       $(35,795)
Adjustments to reconcile net income (loss)
 to net cash provided by operating activities:
  Depreciation                                              54,303        40,752        16,031         23,526
  Non-cash interest expense                                  1,862         2,318         1,077          1,399
  Amortization of intangibles                                6,513         3,326         1,159          1,249
  Non-cash compensation                                        585             -             -          1,920
  Loss on extinguished debt (Predecessor)                        -             -             -         25,328
  Loss (gain) on sale of property and equipment                  -            (7)            8            291
  Deferred income taxes                                     16,968        11,791         2,710              -
 Changes in operating assets and liabilities:
  Accounts receivable, net                                  (7,216)         (598)        8,717        (15,986)
  Inventories                                              (27,200)        5,600        (4,091)        (4,255)
  Prepaid expenses and other receivables                    (7,098)       (2,582)       (1,280)          (603)
  Other assets                                                  76            32          (354)         2,042
  Accrued interest                                             683         3,894        (3,686)         6,741
  Payables and accrued expenses                             12,806         2,199        (7,422)         4,735
                                                        ------------ ------------- -------------  -------------
Net cash provided by operating activities                   75,233        79,773        16,048         10,592

INVESTING ACTIVITIES
Additions to property and equipment                        (52,624)      (29,949)      (11,287)       (17,396)
Proceeds from disposal of property and equipment             2,986             7             8              9
Proceeds from working capital settlement on
 business acquisition                                        7,397             -             -              -
Transaction costs                                                -             -       (12,398)             -
Investment in Southern Packaging                            (3,236)            -             -              -
Acquisitions of businesses                                       -      (235,710)            -         (3,834)
                                                        ------------ ------------- -------------  -------------
Net cash used for investing activities                     (45,477)     (265,652)      (23,677)       (21,221)

FINANCING ACTIVITIES
Proceeds from long-term borrowings                             880       149,944       580,000         24,492
Payments on long-term borrowings                           (55,996)      (10,111)     (507,314)       (13,924)
Issuance of common stock                                        53        62,553       260,902              -
Purchase of treasury stock                                    (192)         (973)            -              -
Proceeds from notes receivable                                  73             -             -              -
Sale of treasury stock                                         115             -             -              -
Redemption of predecessor stock                                  -             -      (290,672)             -
Debt financing costs                                          (641)       (4,592)      (21,103)             -
                                                        ------------ ------------- -------------  -------------
Net cash provided by (used for)  financing activities      (55,708)      196,821        21,813         10,568
Effect of exchange rate changes on cash                         24          (363)        1,073           (815)
                                                        ------------ ------------- -------------  -------------
Net increase (decrease) in cash and cash equivalents       (25,928)       10,579        15,257           (876)
Cash and cash equivalents at beginning of period            26,192        15,613           356          1,232
                                                        ------------ ------------- -------------  -------------
Cash and cash equivalents at end of period                 $   264      $ 26,192      $ 15,613        $   356
                                                        ============ ============= =============  =============
</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,  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 closed 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 "2004", "2003,"  and  "2002,"
relate  to  the  fiscal  years  ended  January  1, 2005, December 27, 2003, and
December 28, 2002, 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  four  primary  segments:   containers,
closures,  consumer  products,  and international.  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 $283.0 million and  $140.3  million
in  2004  and  2003,  respectively.   Dow  Chemical Corporation was the largest
supplier  of  the  Company's  total resin material  requirements,  representing
approximately  32%  and  35% of such  resin  requirements  in  2004  and  2003,
respectively.  The Company  also  uses  other  suppliers  such as Basell, Nova,
Total  (formerly Atofina), Equistar, Sunoco, BP Amoco, 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> <C>
                                               YEAR ENDED   YEAR ENDED    PERIOD FROM     PERIOD FROM
                                               JANUARY 1,   DECEMBER 27,   7/22/02-        12/30/01-
                                                 2005          2003        12/28/02         7/21/02
                                              ------------ ------------- -------------  -------------
Balance at beginning of period                    $2,717        $1,990       $2,063         $2,070
Charged to costs and expenses                        323           150         (291)           164
Charged to other accounts (1)                          -           545            -              -
Deductions (2)                                       167            32          218           (171)
                                              ------------ ------------- -------------  -------------
Balance at end of period                          $3,207        $2,717       $1,990         $2,063
                                              ============ ============= =============  =============
</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 goodwill acquired represents 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, which are indefinite  lived  intangible  assets,  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.   In  2004,  the  Company  also  entered  into  resin  forward
contracts, which become  effective  in  2005,  to  manage  certain  resin price
exposures.  These instruments are entered into to manage market risk  exposures
and are not used for trading purposes.

                                     F-9

<PAGE>


Derivatives used for hedging purposes must be designated as, and effective  as,
a  hedge  of  the  identified risk exposure at the designation of the contract.
Accordingly, changes  in  the  market  value of the derivative contract must be
highly correlated with changes in the market  value  of  the  underlying hedged
item  at  inception of the hedge and over the life of the hedge contract.   Any
derivative instrument terminated, designated but no longer effective as a hedge
or initially not effective as a hedge would be recorded at market value and the
related gains  and  losses  would  be  recognized in earnings.  Derivatives not
designated  as  hedges  are adjusted to fair  value  through  the  consolidated
statement of operations.  Management routinely reviews the effectiveness of the
use of derivative instruments.

Gains and losses from hedges  of anticipated transactions are classified in the
statement of operations consistent  with  the accounting treatment of the items
being hedged.  The Company has recognized the  interest  rate  collar and resin
forward contracts at fair value in the consolidated balance sheets.

Foreign Currency Translation

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

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> <C>
                                     YEAR ENDED   YEAR ENDED    PERIOD FROM     PERIOD FROM
                                     JANUARY 1,   DECEMBER 27,   7/22/02-        12/30/01-
                                       2005          2003        12/28/02         7/21/02
                                    ------------ ------------- -------------  -------------
Risk-free interest rate                 3.1%          3.0%          4.0%           4.0%
Dividend yield                          0.0%          0.0%          0.0%           0.0%
Volatility factor                       .25           .25           .25            .25
Expected option life                 5.0 years     5.0 years     5.0 years      5.0 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.

                                     F-10

<PAGE>


<TABLE>
<CAPTION>
                                                    COMPANY                     PREDECESSOR
                                    -----------------------------------------  -------------
<S>                                 <C>      <C> <C>       <C> <C>           <C> <C>
                                     YEAR ENDED   YEAR ENDED    PERIOD FROM     PERIOD FROM
                                     JANUARY 1,   DECEMBER 27,   7/22/02-        12/30/01-
                                       2005          2003        12/28/02         7/21/02
                                    ------------ ------------- -------------  -------------
Reported net income (loss)             $22,951      $13,048       $3,179         $(35,795)
Stock-based employee compensation
expense included in reported income
(loss), net of tax                         585            -            -            1,920

Total stock-based employee compensation
expense determined under fair value based
method, for all awards, net of tax      (2,294)      (2,044)        (856)            (371)
                                    ------------ ------------- -------------  -------------
Pro forma net income (loss)            $21,242      $11,004       $2,323         $(34,246)
                                    ============ ============= =============  =============
</TABLE>

Income Taxes

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

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 December 2004, the FASB issued Statement of  Financial  Accounting Standards
No. 123R (Revised 2004,) Share-Based Payment ("SFAS No. 123R"),  which requires
that  the  compensation  cost  relating to share-based payment transactions  be
recognized in financial statements  based  on  alternative  fair  value models.
The share-based compensation cost will be measured based on the fair  value  of
the  equity  or liability instruments issued.   The Company currently discloses
pro forma compensation  expense quarterly and annually by calculating the stock
option grants' fair value  using  the  Black-Scholes  model  and disclosing the
impact on net income (loss) in a Note to the Consolidated Financial Statements.
Upon  adoption,  pro  forma  disclosure will no longer be an alternative.   For
nonpublic companies, as defined,  the  effective  date  of SFAS No. 123R is the
beginning of the first annual reporting period that begins  after  December 15,
2005,  although  early adoption is allowed.  The Company expects to adopt  SFAS
No. 123R in the first  quarter  of  2006, but has not yet evaluated what effect
the adoption of this new standard will have on the Company's financial position
or results of operations.

                                     F-11

<PAGE>


In November 2004, the FASB issued Statement  of  Financial Accounting Standards
No. 151, Inventory Costs, an amendment of ARB No.  43,  Chapter 4 ("SFAS 151").
SFAS  151  requires  the  exclusion of certain costs from inventories  and  the
allocation of fixed production  overheads  to inventories to be based on normal
capacity  of  the  production  facilities.  The  provisions  of  SFAS  151  are
effective for costs incurred during fiscal years beginning after June 15, 2005.
Earlier adoption is permitted for  inventory costs incurred during fiscal years
beginning  after the issuance date of  SFAS  151.   The  Company  has  not  yet
evaluated what  effect  the  adoption  of  this  new  standard will have on the
Company's financial position or results of operations.

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  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 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 Holding.

The  total amount of funds  required  to  consummate  the  Merger  and  to  pay
estimated fees and expenses related to the Merger, including amounts related to
the repayment  of  indebtedness,  the  redemption  of the outstanding preferred
stock and accrued dividends, the redemption of outstanding  warrants,  and  the
payment  of  transaction  costs  incurred by Holding, were approximately $870.7
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 was allocated to the identifiable assets and
liabilities based on estimated  fair  values  at  the  acquisition  date.   The
Company  applied  the  provisions of Emerging Issues Task Force 88-16, Basis in
Leveraged Buyout Transactions,  whereby,  the  carryover  equity  interests  of
certain shareholders from the Predecessor to the Company were recorded at their
Company  basis.   The  application  of  these  provisions reduced stockholder's
equity and intangibles by $196.6 million. In connection  with  the  Merger, the
Predecessor  incurred  Merger  related expenses of approximately $21.0 million,
consisting primarily of investment  banking  fees,  bonuses to management, non-
cash modification of stock option awards, legal costs,  and fees to the largest
voting  stockholder  of  the  Predecessor.   In  addition,  as  a   result   of
extinguishing  debt  in  connection  with  the Merger, $6.6 million of existing
deferred  financing  fees  and $18.7 million of  prepayment  fees  and  related
charges were charged to expense in 2002 as a loss on extinguished debt.

NOTE 4.  RECENT ACQUISITIONS, INVESTMENT, AND DISPOSAL

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,  which  resulted  in gross
proceeds  of  $95.2  million,  aggregate  net borrowings of $54.1 million under

                                     F-12

<PAGE>

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 related to plant  shutdown,  severance  and  unfavorable
lease  arrangement  costs.   The opening balances and current year activity  is
presented in the following table.

<TABLE>
<CAPTION>
                                              YEAR ENDED JANUARY 1, 2005
                    ESTABLISHED   ---------------------------------------------------
<S>                <C>         <C> <C>               <C>      <C>         <C>
                    AT OPENING
                     BALANCE      DECEMBER 27,                REDUCTION     JANUARY 1,
                      SHEET          2003       PAYMENTS      IN ESTIMATE      2005
                    ----------    -----------  -----------   ------------- -----------
EITF 95-3 reserves     $3,206       $2,892      $(1,152)         $(472)       $1,268
</TABLE>

The following pro forma financial  results  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 CCL or APM
as they do not differ significantly from the pro forma results presented below.
Pro  forma 2003 net sales  were  $749,591  and  net  income  was  $5,526.   The
financial  results  for  fiscal  2004  have  not  been adjusted as the acquired
businesses  were  owned  by  Berry  for  the  entire period.   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 date, nor are they necessarily indicative  of
future operating results.  Further,  the  information  reflects  only pro forma
adjustments  for  additional  interest  expense  and amortization, net  of  the
applicable income tax effects.

On  November  1,  2004, the Company entered into a series  of  agreements  with
Southern  Packaging  Group  Ltd.  ("Southern  Packaging"),  and  its  principal
shareholder,  Mr. Pan Shun Ming, to jointly expand participation in the plastic
packaging  business  in  China  and  the  surrounding  region.   In  connection
therewith, Berry  acquired  a  10%  stake in Southern Packaging, which has been
recorded as an other current asset as  a  trading  security  at its fair market
value of $3.2 million as of January 1, 2005, which is consistent  with the cost
basis.

Berry  Plastics  U.K.  Limited,  a  foreign  subsidiary  of  Berry, reached  an
agreement  in  March  2004 to sell the manufacturing equipment, inventory,  and
accounts receivable for  its  U.K.  milk cap business to Portola Packaging U.K.
Limited.  The transaction valued at approximately  $4.0 million closed in April
2004.  The U.K. milk cap business represented less than  $3.0 million of annual
consolidated net sales.

NOTE 5.  INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                    JANUARY 1,     DECEMBER 27,
                                      2005             2003
                                   ------------    -------------
<S>                                <C>        <C> <C>
Deferred financing fees             $  26,681         $  26,043
Customer relationships                 93,641            93,561
Goodwill                              358,883           376,769
Trademarks                             33,448            33,448
Covenants not to compete and other      2,622             2,757
Technology-based                        5,115             5,023
Accumulated amortization              (17,111)           (7,905)
                                   ------------    -------------
                                     $503,279          $529,696
                                   ============    =============
</TABLE>

Goodwill  was  reduced  by  $16.4  million in fiscal 2004 as a  result  of  the
reduction of the valuation allowance on deferred tax assets 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.  The remaining decrease
in goodwill is  the  result  of  finalizing  the opening balance sheet from the
Landis Acquisition and cash proceeds in excess  of  the  net  book value of the
assets sold in connection with the U.K. milk cap business partially  offset  by
foreign  currency  translation.  The remaining changes in intangible assets are
primarily the result of the amortization of definite lived intangibles.

                                     F-13

<PAGE>

Future amortization  expense  for definite lived intangibles at January 1, 2005
for the next five fiscal years  is  approximately  $8.9  million, $8.8 million,
$8.7 million, $8.6 million, and $8.4 million for fiscal 2005, 2006, 2007, 2008,
and 2009, respectively.

NOTE 6.  LONG-TERM DEBT

Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                             JANUARY 1,   DECEMBER 27,
                                                2005          2003
                                            ------------  ------------
<S>                                      <C>        <C> <C>
Berry 10  3/4% Senior Subordinated Notes      $335,000     $335,000
Debt premium on 10  3/4% Notes, net              8,876       10,053
Term loans                                     330,780      380,000
Revolving lines of credit                          480          342
Nevada Industrial Revenue Bonds                  1,500        2,000
Capital leases                                  20,922       24,210
                                            ------------  ------------
                                               697,558      751,605
Less current portion of long-term debt          10,335        9,339
                                            ------------  ------------
                                              $687,223     $742,266
                                            ============  ============
</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., Ociesse S.r.l., or
Berry Plastics Asia Pte. Ltd.

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.

Second 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").  On August 9, 2004, the Amended and Restated Credit
Facility was amended and restated  (the  "Second  Amended  and  Restated Credit
Facility").   The  Second Amended and Restated Credit Facility provides  (1)  a
$365.5 million term  loan  and  (2) a $100.0 million revolving credit facility.
The proceeds from the new term loan  were used to repay the outstanding balance
of the term loans from the Amended and  Restated  Credit  Facility.  The Second
Amended and Restated Credit Facility permits the Company to  borrow  up  to  an
additional  $150.0 million of incremental senior term indebtedness from lenders
willing to provide  such  loans  subject to certain restrictions.  The terms of
the additional indebtedness will be  determined by the market conditions at the
time of borrowing.  The maturity date  of  the  term loan is July 22, 2010, and
the  maturity date of the revolving credit facility  is  July  22,  2008.   The
indebtedness   under  the  Second  Amended  and  Restated  Credit  Facility  is

                                     F-14

<PAGE>

guaranteed by Holding and all of its domestic subsidiaries.  The obligations of
Berry Plastics under  the  Second  Amended and Restated Credit Facility and the
guarantees thereof are secured by substantially  all  of  the  assets  of  such
entities.  At  January  1,  2005,  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.   At
January  1,  2005  and December 27, 2003, the Company had $8.5 million and $7.4
million, respectively,  in  letters  of  credit outstanding under the revolving
credit facility.

The Second 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 Second 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 January 1, 2005.   The term loan amortizes quarterly
as follows:  $813,312 each quarter through June  30,  2009 and $78,974,687 each
quarter beginning September 30, 2009 and ending June 30, 2010.

Borrowings under the Second 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, the ``applicable margin'' is (i) with respect to Base
Rate  Loans,  1.25%  per annum and (ii) with respect to Eurodollar Rate  Loans,
2.25% per annum (4.22%  at  January 1, 2005 and 3.7% at December 27, 2003).  In
addition, the applicable margins  with  respect to the term loan can be further
reduced  by  an additional .25% per annum subject  to  the  Company  meeting  a
leverage ratio  target,  which  was met based on the results through January 1,
2005.  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 (2.50% based on results  through January
1,  2005).   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 January 1, 2005 and December  27,
2003,  shareholders'  equity  has been reduced by $4 and $487, respectively, to
adjust the agreement to fair market value.  At January 1, 2005, the Company had
unused  borrowing  capacity  under  the  Second  Amended  and  Restated  Credit
Facility's revolving line of credit of $91.5 million.

Nevada Industrial Revenue Bonds

The Nevada Industrial Revenue  Bonds  bear interest at a variable rate (2.0% at
January  1,  2005  and 1.3% at December 27,  2003),  require  annual  principal
payments of $0.5 million  on April 1, are collateralized by irrevocable letters
of credit issued under the  Second  Amended  and  Restated  Credit Facility and
mature  in April 2007.  The remaining balance of the Nevada Industrial  Revenue
Bonds of  $1.5  million  was repaid in January 2005 using the revolving line of
credit.

Other

Future maturities of long-term debt at January 1, 2005 are as follows:

<TABLE>
<CAPTION>
2005             $  10,335
<S>        <C>
2006                 7,104
2007                 6,918
2008                 9,054
2009                81,263
Thereafter         574,008
</TABLE>

Interest paid was $53,393,  $40,040,  and  $40,883,  for  2004, 2003, and 2002,
respectively.  Interest capitalized was $1,120, $860, and $844, for 2004, 2003,
and 2002, respectively.

                                     F-15

<PAGE>


NOTE 7.  LEASE AND OTHER COMMITMENTS

Certain property and equipment are leased using capital and  operating  leases.
In 2004 and 2003, Berry Plastics entered into various capital lease obligations
with  no  immediate  cash  flow  effect  resulting  in capitalized property and
equipment of $2,101 and $1,717, respectively.  Total capitalized lease property
consists  of  manufacturing equipment with a cost of $35,148  and  $34,465  and
related accumulated  amortization  of $14,353 and $9,791 at January 1, 2005 and
December 27, 2003, respectively.  Capital  lease  amortization  is  included in
depreciation   expense.    Total  rental  expense  from  operating  leases  was
approximately  $14,879,  $11,216,   and   $9,761  for  2004,  2003,  and  2002,
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 JANUARY 1, 2005
                                         ------------------------------------
<S>                                         <C>            <C> <C>
                                           CAPITAL LEASES   OPERATING LEASES
                                         ------------------------------------
2005                                         $  8,397           $  13,645
2006                                            4,968              12,853
2007                                            3,686              10,505
2008                                            4,148               9,236
2009                                            4,905               8,692
Thereafter                                          -              54,116
                                             --------           ---------
                                               26,104           $ 109,047
Less:  amount representing interest            (5,182)          =========
                                             --------
Present value of net minimum lease payments   $20,922
                                             ========
</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 its financial position.

The  Company  has  various purchase commitments for raw materials, supplies and
property and equipment  incidental  to  the  ordinary conduct of business.  All
such commitments are at prices at or below current market.  At January 1, 2005,
the Company had committed approximately $46.5  million  for resin on order that
had not yet been received and $10.0 million to complete capital projects.

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> <C>
                           YEAR ENDED   YEAR ENDED    PERIOD FROM     PERIOD FROM
                           JANUARY 1,   DECEMBER 27,   7/22/02-        12/30/01-
                             2005          2003        12/28/02         7/21/02
                         ------------ ------------- -------------  -------------
Domestic                    $ 44,841     $ 29,556      $  7,331       $(33,415)
Foreign                       (4,150)      (4,022)       (1,199)        (2,035)
                         ------------ ------------- -------------  -------------
                            $ 40,691     $ 25,534      $  6,132       $(35,450)
                         ============ ============= =============  =============
</TABLE>

                                     F-16

<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>
                                                        JANUARY 1,       DECEMBER 27,
                                                           2005             2003
                                                       -----------       -----------
<S>                                                      <C>             <C> <C>
Deferred tax assets:
   Allowance for doubtful accounts                       $    804         $    637
   Inventory                                                1,409            1,390
   Compensation and benefit accruals                        4,032            3,119
   Insurance reserves                                         363              679
   Net operating loss carryforwards                        24,436           29,546
   Alternative minimum tax (AMT) credit carryforwards       3,821            3,457
   Other                                                        -            1,601
                                                       -----------       -----------
     Total deferred tax assets                             34,865           40,429
   Valuation allowance                                     (1,302)         (16,911)
                                                       -----------       -----------
      Deferred tax assets, net of valuation allowance      33,563           23,518
Deferred tax liabilities:
   Other                                                      382                -
   Property and equipment                                  34,211           24,239
                                                       -----------       -----------
     Total deferred tax liabilities                        34,593           24,239
                                                       -----------       -----------
Net deferred tax liability                             $   (1,030)        $   (721)
                                                       ===========       ===========
</TABLE>

Income tax expense (benefit) consists of the following:

<TABLE>
<CAPTION>
                                          COMPANY                     PREDECESSOR
                          -----------------------------------------  -------------
<S>                       <C>      <C> <C>       <C> <C>           <C> <C>
                           YEAR ENDED   YEAR ENDED    PERIOD FROM     PERIOD FROM
                           JANUARY 1,   DECEMBER 27,   7/22/02-        12/30/01-
                             2005          2003        12/28/02         7/21/02
                         ------------ ------------- -------------  -------------
Current:
      Federal               $   363     $    402        $    -         $    -
      Foreign                   133           61            26            375
      State                     472          232           217            (30)
                         ------------ ------------- -------------  -------------
    Total current               968          695           243            345
Deferred:
      Federal                13,543        8,608         2,280               -
      Foreign                  (173)           -             -               -
      State                   3,402        3,183           430               -
                         ------------ ------------- -------------  -------------
    Total deferred           16,772        3,183           430               -
                         ------------ ------------- -------------  -------------
Income tax expense          $17,740      $12,486        $2,953          $  345
                         ============ ============= =============  =============
</TABLE>

Holding has unused operating loss carryforwards  of approximately $61.0 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, $45.0 million of the
unused operating loss carryforward is  limited  to  approximately $12.9 million
per year, and $16.0 million of the unused operating loss  carryforward occurred
subsequent to the Merger and is not subject to an annual limitation.

Income  taxes  paid during 2004, 2003, and 2002 approximated  $764,  $484,  and
$531, respectively.

                                     F-17

<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> <C>
                              YEAR ENDED   YEAR ENDED    PERIOD FROM     PERIOD FROM
                              JANUARY 1,   DECEMBER 27,   7/22/02-        12/30/01-
                                2005          2003        12/28/02         7/21/02
                            ------------ ------------- -------------  -------------
Income tax expense
 (benefit) computed at
 statutory rate              $  14,244      $  8,721      $  2,081     $   (12,170)
State income tax expense
 (benefit), net of federal
 taxes                           2,518         2,220           434          (1,035)
Expenses not deductible for
 income tax purposes               394           160            60           3,823
Change in valuation allowance    1,288         1,285             -           9,160
Other                             (704)          100           378             567
                            ------------ ------------- -------------  -------------
Income tax expense           $  17,740     $  12,486      $  2,953         $   345
                            ------------ ------------- -------------  -------------
</TABLE>

On October 22, 2004, the American Jobs  Creation  Act  of  2004 (the "Act") was
signed  into  law.   The  Act  creates a temporary incentive for  multinational
companies to repatriate accumulated  income earned outside the United States at
an effective tax rate of 5.25%.  Due to  the  Company's  current  domestic  and
international  tax position, no material benefit is expected as a result of the
Act.

NOTE 9.  EMPLOYEE RETIREMENT PLANS

Berry Plastics 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
$2,020, $1,408, and $1,462 for 2004, 2003, and 2002, respectively.  The Company
also maintains  a defined benefit pension plan covering the Poly-Seal employees
under a collective  bargaining  agreement.  At January 1, 2005 and December 27,
2003, stockholders' equity has been  reduced by $462 and $550, 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  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 Holding.

                                     F-18

<PAGE>


Notes Receivable from Management

In  connection  with  the Merger, certain senior employees of Holding  acquired
shares of Holding Common  Stock pursuant to an employee stock purchase program.
Such employees paid for these  shares  with  any  combination  of (i) shares of
Holding  common  stock  that  they  held  prior to the Merger; (ii) their  cash
transaction bonus, if any; and (iii) a promissory  note.   In addition, Holding
adopted  an  employee  stock  purchase program pursuant to which  a  number  of
employees had the opportunity to  invest  in  Holding  on  a  leveraged  basis.
Employees participating in this program were permitted to finance two-thirds of
their  purchases  of  shares  of  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 January 1, 2005  and  December  27,
2003,  the  Company had $14,856 and $14,157, 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.

Stock Option Plans

Holding maintains the BPC Holding Corporation 1996  Stock  Option  Plan (``1996
Option Plan''), as amended, pursuant to which nonqualified options to  purchase
135,873 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.

Holding has adopted an employee stock option plan  (``2002  Option  Plan''), as
amended, pursuant to which options to acquire up to 495,073 shares of Holding's
common  stock  may  be  granted  to  its  employees, directors and consultants.
Options granted under the 2002 Option Plan  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 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 become vested and exercisable over
a five-year period based  on  continued  service  with  Holding.  Other options
become vested and exercisable based on the achievement by  Holding  of  certain
financial  targets,  or  if  such  targets are not achieved, based on continued
service  with  Holding.  Upon a change  in  control  of  Holding,  the  vesting
schedule with respect to certain options 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.

                                     F-19

<PAGE>

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

<TABLE>
<CAPTION>
                                              COMPANY          COMPANY              COMPANY         PREDECESSOR
                                         ---------------   -----------------  -----------------  -----------------
                                          <C>     <C>      <C> <C>      <C>      <C> <C>     <C>     <C> <C>
                                         JANUARY 1, 2005   DECEMBER 27, 2003  DECEMBER 28, 2002    JULY 21, 2002
                                         ---------------   -----------------  -----------------  -----------------
                                                 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 530,662  $  94      545,684  $  86     48,218   $ 157     60,420    $132
Options converted                              -      -            -      -    102,329    (107)         -       -
Options granted                           65,465    120       38,713    100    395,137     100     15,345     277
Options exercised                         (1,640)    53       (9,757)    57          -       -    (18,134)    177
Options canceled                          (4,331)    93      (43,978)   101          -       -     (9,413)    389
                                         --------            --------         --------            -------
Options outstanding, end of period       590,156    102      530,662     94    545,684      86     48,218     157
                                         ========            ========         ========            =======
Option price range at end of period          $32 - $142         $32 - $124       $32 - $100         $100 - $226
Options exercisable at end of period          291,879             203,326         120,448             38,573
Options available for grant at period end      43,489              22,588          42,429                0
Weighted average fair value of options
 granted during period                         $34                 $28             $30                 $30
</TABLE>

 The following table summarizes information about the options outstanding at
 January 1, 2005:

<TABLE>
<CAPTION>
                                                        Weighted
Range of                         Weighted Average        Average       Number
Exercise  Number Outstanding   Remaining Contractual    Exercise    Exercisable at
 Prices   At January 1, 2005           Life               Price     January 1, 2005
-----------------------------------------------------------------------------------
<S>       <C>                <C>                   <C>      <C>
$32 - $72      135,873               8 years                $50         123,152
  $100         227,040               8 years               $100          76,005
  $120          62,011               9 years               $120          10,107
  $142         165,232               8 years               $142          82,615
               -------                                                  -------
               590,156                                                  291,879
</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  seven  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.   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.   In  consideration  of
financial  advisory  and management consulting services, the Company paid First
Atlantic fees and expenses  of  $385  for  fiscal  2002.   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

                                     F-20

<PAGE>

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.

Goldman  Sachs  Credit Partners, L.P., an affiliate of Goldman Sachs, acted  as
the administrative  agent,  joint  lead  arranger  and joint bookrunner for the
Second Amended and Restated Credit Facility without  separate compensation.  JP
Morgan  Chase  Bank,  an  affiliate of J.P. Morgan, acted  as  the  joint  lead
arranger and joint bookrunner  for  the  Second  Amended  and  Restated  Credit
Facility  for  consideration  of  approximately $0.4 million.  In addition, the
Company entered into four resin forward contracts in the fourth quarter of 2004
ranging from 6.0 million to 33.6 million  annual pounds of resin with J. Aron &
Company, a division of Goldman, Sachs & Co.,  and  enters into foreign currency
transactions through its normal course of business with Goldman, Sachs & Co.

NOTE 12.  FINANCIAL INSTRUMENTS

Holding's and the Company's financial instruments generally consist of cash and
cash equivalents, the investment in Southern Packaging, an interest rate hedge,
resin hedge contracts, and long-term debt.  The carrying  amounts  of Holding's
and  the  Company's financial instruments approximate fair value at January  1,
2005 except  for  the  2002  Notes  and  Add-on  Notes for which the fair value
exceeded the carrying value by $39.7 million.

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 is  accounted  for as a fair value
hedge  and  the  gains  and  losses  arising  from the instrument are  recorded
concurrently with gains and losses arising from the underlying transaction.

The Company consumes plastic resin during the normal course of production.  The
fluctuations in the cost of plastic resin can vary the costs of production.  As
part of its risk management strategy, the Company  entered  into  resin forward
hedging transactions constituting approximately 15% of its estimated 2005 resin
needs and 10% of its 2006 estimated resin needs.  These contracts obligate  the
Company  to  make  or  receive a monthly payment equal to the difference in the
unit cost of resin per the  contract and an industry index times the contracted
pounds of plastic resin.  Such  contracts are designated as hedges of a portion
of the Company's forecasted purchases through 2006 and are effective in hedging
the Company's exposure to changes  in  resin  prices  during  this period.  The
contracts  qualify  as cash flow hedges under SFAS No. 133 and accordingly  are
marked to market with  unrealized  gains  and  losses  deferred  through  other
comprehensive  income  and  will  be recognized in earnings when realized as an
adjustment to cost of goods sold.   The  fair  values  of  these  contracts  at
January 1, 2005 was an unrealized gain of $5.2 million.  As the agreements were
not  effective  until  fiscal  2005,  there  was no impact to the statements of
operations included in these financial statements.

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>
                                               JANUARY 1,    DECEMBER 27,
                                                 2005           2003
                                               ----------     ----------
<S>                                         <C>        <C> <C>
Currency translation                             $8,479          $5,736
Minimum pension liability adjustment               (462)           (550)
Unrealized loss on interest rate collar              (4)           (487)
Unrealized gain on resin hedge contracts          5,173               -
                                               ----------     ----------
                                                $13,186          $4,699
                                               ==========     ==========
</TABLE>

                                    F-21

<PAGE>

NOTE 14.  OPERATING SEGMENTS

The  Company  has  four  reportable  segments: containers,  closures,  consumer
products, and international.  In 2004,  the  Company  created the international
segment  as a separate operating and reporting segment to  increase  sales  and
improve service  to  international customers utilizing existing resources.  The
international segment  includes  the  Company's foreign facilities and business
from domestic facilities that is shipped  or  billed to foreign locations.  The
2003 and 2002 results for the foreign facilities  have been reclassified to the
international  segment; however, business from domestic  facilities  that  were
shipped or billed to foreign locations cannot be separately identified for 2003
and 2002.  Accordingly, the amounts disclosed under the new reporting structure
are not comparable between 2004, 2003, and 2002.  As a result, the tables below
include  the results  under  the  new  and  previous  structure.   The  Company
evaluates  performance  and  allocates resources to segments based on operating
income before depreciation and  amortization of intangibles adjusted to exclude
(1) uncompleted acquisition expense,  (2)  acquisition integration expense, (3)
plant shutdown expense, (4) Merger expense,  (5) non-cash compensation, and (6)
management fees and reimbursed expenses paid to  First  Atlantic (collectively,
"Adjusted EBITDA").  The accounting policies of the reportable segments are the
same as those described in the summary of significant accounting policies.

                                    F-22

<PAGE>

<TABLE>
<CAPTION>
New reporting structure                                                    YEAR ENDED
                                                     --------------------------------------------------
<S>                                                     <C>        <C> <C>               <C> <C>
                                                                                          COMPANY/
                                                      COMPANY          COMPANY           PREDECESSOR
                                                     --------------------------------------------------
                                                      JANUARY 1,      DECEMBER 27,        DECEMBER 28,
                                                        2005             2003                2002
                                                     --------------------------------------------------
Net sales:
  Containers                                          $ 518,303        $ 288,481           $ 250,423
  Closures                                              127,481          125,292             113,309
  Consumer Products                                     130,361          116,098             109,988
  International                                          38,068           22,005              20,583
                                                       --------         --------            --------
      Total net sales                                   814,213          551,876             494,303

Adjusted EBITDA:
  Containers                                            105,707           71,027              67,079
  Closures                                               29,035           29,271              28,055
  Consumer Products                                      24,045           17,582              16,773
  International                                           2,281              957               2,500
                                                       --------         --------            --------
      Total adjusted EBITDA                             161,068          118,837             114,407

Total assets:
  Containers                                            597,006          605,879             359,635
  Closures                                              169,072          191,785             191,508
  Consumer Products                                     180,531          172,079             170,979
  International                                          58,535           46,063              38,454
                                                       --------         --------            --------
      Total assets                                    1,005,144        1,015,806             760,576

Goodwill, net:
  Containers                                            204,575          212,394             170,892
  Closures                                               65,009           74,997              77,889
  Consumer Products                                      72,646           78,619              78,302
  International                                          16,653           10,759               9,177
                                                       --------         --------            --------
      Total goodwill, net                               358,883          376,769             336,260

Reconciliation of Adjusted EBITDA to income
(loss) before income taxes:
   Adjusted EBITDA for reportable segments           $  161,068       $  118,837          $  114,407
   Net interest expense                                 (53,185)         (45,413)            (49,254)
   Depreciation                                         (54,303)         (40,752)            (39,557)
   Amortization                                          (6,513)          (3,326)             (2,408)
   Gain (loss) on disposal of property and equipment          -                7                (299)
   Merger expenses                                            -                -             (20,987)
   Loss on extinguished debt                                  -             (250)            (25,328)
   Uncompleted acquisition expense                            -           (1,041)               (216)
   Acquisition integration expense                       (3,969)          (1,424)             (1,353)
   Plant shutdown expense                                (1,822)          (1,104)             (3,992)
   Non-cash compensation                                   (585)               -                   -
   Management fees                                            -                -                (331)
                                                       --------         --------            --------
    Income (loss) before income taxes                   $40,691          $25,534            $(29,318)
                                                       ========         ========            ========
</TABLE>

                                    F-23

<PAGE>


<TABLE>
<CAPTION>
Previous reporting structure                                               YEAR ENDED
                                                     --------------------------------------------------
<S>                                                     <C>        <C> <C>               <C> <C>
                                                                                          COMPANY/
                                                      COMPANY          COMPANY           PREDECESSOR
                                                     --------------------------------------------------
                                                      JANUARY 1,      DECEMBER 27,        DECEMBER 28,
                                                        2005             2003                2002
                                                     --------------------------------------------------
Net sales:
  Containers                                          $ 527,703        $ 288,481           $ 250,423
  Closures                                              154,956          147,297             133,892
  Consumer Products                                     131,554          116,098             109,988
                                                       --------         --------            --------
      Total net sales                                   814,213          551,876             494,303
Adjusted EBITDA:
  Containers                                            107,184           71,027              67,079
  Closures                                               29,880           30,228              30,555
  Consumer Products                                      24,004           17,582              16,773
                                                       --------         --------            --------
      Total adjusted EBITDA                             161,068          118,837             114,407
Total assets:
  Containers                                            607,480          605,879             359,635
  Closures                                              215,552          237,848             229,962
  Consumer Products                                     182,112          172,079             170,979
                                                       --------         --------            --------
      Total assets                                    1,005,144        1,015,806             760,576
Goodwill, net:
  Containers                                            207,293          212,394             170,892
  Closures                                               78,375           85,756              87,066
  Consumer Products                                      73,215           78,619              78,302
                                                       --------         --------            --------
      Total goodwill, net                               358,883          376,769             336,260
Reconciliation of Adjusted EBITDA to income
(loss) before income taxes:
   Adjusted EBITDA for reportable segments           $  161,068       $  118,837          $  114,407
   Net interest expense                                 (53,185)         (45,413)            (49,254)
   Depreciation                                         (54,303)         (40,752)            (39,557)
   Amortization                                          (6,513)          (3,326)             (2,408)
   Gain (loss) on disposal of property and equipment          -                7                (299)
   Merger expenses                                            -                -             (20,987)
   Loss on extinguished debt                                  -             (250)            (25,328)
   Uncompleted acquisition expense                            -           (1,041)               (216)
   Acquisition integration expense                       (3,969)          (1,424)             (1,353)
   Plant shutdown expense                                (1,822)          (1,104)             (3,992)
   Non-cash compensation                                   (585)               -                   -
   Management fees                                            -                -                (331)
                                                       --------         --------            --------
    Income (loss) before income taxes                   $40,691          $25,534            $(29,318)
                                                       ========         ========            ========
</TABLE>

                                    F-24

<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 January 1,
2005 and December 27, 2003 and  for  the  fiscal  years  ended January 1, 2005,
December 27, 2003, and December 28, 2002.  The equity method has been used with
respect to investments in subsidiaries.

<TABLE>
<CAPTION>
                                                             JANUARY 1, 2005
                              ---------------------------------------------------------------------------------------
<S>                        <C>                  <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                  $     -           $68,449      $ 139,338       $ 12,012    $       -     $  219,799
Net property and equipment            -            76,555        188,841         16,576            -        281,972
Other noncurrent assets         183,891           770,971        363,091         12,328     (826,908)       503,373
                              ----------       ----------      ----------    ----------    ----------    ----------
Total assets                   $183,891          $915,975       $691,270        $40,916    $(826,908)    $1,005,144
                              ==========       ==========      ==========    ==========    ==========    ==========

Current liabilities             $     -         $  81,053       $ 42,004        $ 6,648    $       -     $  129,705
Noncurrent liabilities                -           651,031        747,720         27,258     (734,461)       691,548
Equity (deficit)                183,891           183,891        (98,454)         7,010      (92,447)       183,891
                              ----------       ----------      ----------    ----------    ----------    ----------
Total liabilities and
equity (deficit)              $ 183,891          $915,975      $ 691,270        $40,916    $(826,908)    $1,005,144
                              ==========       ==========      ==========    ==========    ==========    ==========

</TABLE>


<TABLE>
<CAPTION>
                                                            DECEMBER 27, 2003
                              ---------------------------------------------------------------------------------------
<S>                        <C>                  <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>

                                    F-25

<PAGE>




<TABLE>
<CAPTION>
                                                      YEAR ENDED JANUARY 1, 2005 (COMPANY)
                              ---------------------------------------------------------------------------------------
<S>                        <C>                  <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                        $    -         $236,448        $554,107       $23,658       $     -      $814,213
Cost of goods sold                    -          166,248         449,760        23,321             -       639,329
                              ----------       ----------      ----------    ----------    ----------    ----------
Gross profit                          -           70,200         104,347           337             -       174,884
Operating expenses              (39,306)          37,072          79,493         3,749             -        81,008
                              ----------       ----------      ----------    ----------    ----------    ----------
Operating income (loss)          39,306           33,128          24,854        (3,412)            -        93,876
Interest expense (income),net      (772)         (15,007)         68,226           738             -        53,185
Income taxes (benefit)               42           17,458             281           (41)            -        17,740
Equity in net (income) loss
from subsidiary                  17,085           47,762           4,109             -       (68,956)            -
                              ----------       ----------      ----------    ----------    ----------    ----------
Net income (loss)               $22,951        $ (17,085)       $(47,762)      $(4,109)      $68,956      $ 22,951
                              ==========       ==========      ==========    ==========    ==========    ==========

CONSOLIDATING STATEMENTS OF CASH FLOWS
Net income (loss)              $ 22,951         $(17,085)      $ (47,762)     $ (4,109)     $ 68,956       $22,951
Non-cash expenses                   585           33,596          42,565         3,485             -        80,231
Equity in net (income)
loss from subsidiary             17,085           47,762           4,109             -       (68,956)            -
Changes in working capital         (775)          10,520         (36,689)       (1,005)            -       (27,949)
                              ----------       ----------      ----------    ----------    ----------    ----------
Net cash provided by
(used for) operating activities  39,846           74,793         (37,777)       (1,629)            -        75,233
Net cash provided by
(used for) investing activities       -          (21,125)        (26,426)        2,074             -       (45,477)
Net cash provided by
(used for) financing activities (39,846)         (77,869)         62,575          (568)            -       (55,708)
Effect on exchange rate
changes on cash                       -                -               -            24             -            24
                              ----------       ----------      ----------    ----------    ----------    ----------
Net increase (decrease)
in cash and cash equivalents          -          (24,201)         (1,628)          (99)            -       (25,928)
Cash and cash equivalents
at beginning of year                  -           24,286           1,670           236             -        26,192
                              ----------       ----------      ----------    ----------    ----------    ----------
Cash and cash equivalents
at end of year                    $   -             $ 85          $   42        $  137       $     -       $   264
                              ==========       ==========      ==========    ==========    ==========    ==========
</TABLE>

<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 27, 2003 (COMPANY)
                              ---------------------------------------------------------------------------------------
<S>                        <C>                  <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
(used for) financing activities (25,819)         211,499           5,891         5,250             -       196,821
 activities
Effect on 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>

                                    F-26

<PAGE>



<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 28, 2002 (COMPANY/PREDECESSOR)
                              ---------------------------------------------------------------------------------------
<S>                        <C>                  <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 on exchange rate
changes on cash                       -                -               -           258             -           258
                              ----------       ----------      ----------    ----------    ----------    ----------
Net increase (decrease)
in cash and cash equivalents       (439)          15,036            (146)          (70)            -        14,381
 equivalents
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>

NOTE 16.  QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table contains selected unaudited quarterly  financial  data  for
fiscal years 2004 and 2003.

<TABLE>
<CAPTION>
                                 2004                                    2003
                 ------------------------------------  ---------------------------------------
<S>            <C> <C>      <C> <C>      <C> <C>      <C> <C>      <C> <C>
                  FIRST     SECOND    THIRD    FOURTH     FIRST     SECOND     THIRD    FOURTH
                  -----     -----     -----     -----     ------    -----      -----     -----
Net sales       $191,726  $211,041  $204,803  $206,643   $125,398  $146,851  $139,306  $140,321
Cost of sales    148,615   164,565   160,824   165,325     94,321   112,055   106,845   107,529
                 -------   -------   -------   -------    -------   -------   -------   -------
Gross profit     $43,111   $46,476   $43,979   $41,318    $31,077   $34,796   $32,461   $32,792
                 =======   =======   =======   =======    =======   =======   =======   =======
Net income        $4,822    $7,391    $6,641    $4,097     $3,079    $4,542    $4,218    $1,209
                 =======   =======   =======   =======    =======   =======   =======   =======
</TABLE>


                                    F-27

<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 22nd day of
March, 2005.

                                           BPC HOLDING CORPORATION



                                           By    /s/ Ira G. Boots
                                             ----------------------------------
                                            Ira G. Boots
                                            President   and   Chief   Executive
                                            Officer


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

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


/s/ Joseph H. Gleberman           Chairman of the Board of Directors             March 22, 2005
    -------------------------
Joseph H. Gleberman

                                  President, Chief Executive Officer
/s/ Ira G. Boots                  and Director (Principal Executive Officer)     March 22, 2005
    -------------------------
Ira G. Boots
                                  Executive Vice President, Chief Financial Officer,
                                  Treasurer and Secretary (Principal Financial and
/s/ James M. Kratochvil           Accounting Officer)                            March 22, 2005
    -------------------------
James M. Kratochvil


/s/ Gregory J. Landis             Director                                       March 22, 2005
   --------------------------
Gregory J. Landis


/s/ Christopher C. Behrens        Director                                       March 22, 2005
   --------------------------
Christopher C. Behrens


/s/ Terry R. Peets                Director                                       March 22, 2005
   --------------------------
Terry R. Peets


/s/ Stephen S. Trevor             Director                                       March 22, 2005
   --------------------------
Stephen S. Trevor


/s/ Mathew J. Lori                Director                                       March 22, 2005
   --------------------------
Mathew J. Lori
</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 22nd day of
March, 2005.

                                           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 22, 2005
    -------------------------
Joseph H. Gleberman

                                  President, Chief Executive Officer
/s/ Ira G. Boots                  and Director (Principal Executive Officer)     March 22, 2005
    -------------------------
Ira G. Boots
                                  Executive Vice President, Chief Financial Officer,
                                  Treasurer and Secretary (Principal Financial and
/s/ James M. Kratochvil           Accounting Officer)                            March 22, 2005
    -------------------------
James M. Kratochvil


/s/ Gregory J. Landis             Director                                       March 22, 2005
   --------------------------
Gregory J. Landis


/s/ Christopher C. Behrens        Director                                       March 22, 2005
   --------------------------
Christopher C. Behrens


/s/ Terry R. Peets                Director                                       March 22, 2005
   --------------------------
Terry R. Peets


/s/ Stephen S. Trevor             Director                                       March 22, 2005
   --------------------------
Stephen S. Trevor


/s/ Mathew J. Lori                Director                                       March 22, 2005
   --------------------------
Mathew J. Lori
</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, 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" and 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)

<PAGE>

4.4Second Supplemental  Indenture, dated as of  November 20, 2003, among Landis
   Plastics, Inc., the Company,  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*Second 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")

10.4*First  Amendment  to  the  Second Amended and Restated Credit and Guaranty
     Agreement dated as of January 1, 2005

10.5 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)

10.6 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)

10.7 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)

10.8 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)

10.9 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)

10.10Amendment 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)

10.11Employment  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)

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

<PAGE>

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

10.14Amendment to Kratochvil Employment Agreement dated June 30, 2001 (filed as
     Exhibit 10.21 to the 2002 Form S-4 and incorporated herein by reference)

10.15Employment 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)

10.16Amendment to Boots Employment Agreement  dated November 30, 1995 (filed as
     Exhibit 10.14 to the 1995 Form 10-K and incorporated herein by reference)

10.17Amendment to Boots Employment Agreement dated  June  30,  1996  (filed  as
     Exhibit 10.16 to the 1996 Form S-4 and incorporated herein by reference)

10.18Amendment  to  Boots  Employment  Agreement  dated June 30, 2001 (filed as
     Exhibit 10.20 to the 2002 Form S-4 and incorporated herein by reference)

10.19Financing  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)

10.20Employment 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)

10.21*Amendment to Herdrich Employment Agreement dated December 31, 2003

10.22Employment Agreement dated as of February 16,  2004,  between  the Company
     and  Gregory  J.  Landis  (filed  as  Exhibit  10.20  to  the Registration
     Statement on Form S-1 filed on February 24, 1994 (the "2004 Form S-1") and
     incorporated herein by reference)

10.23Amended  and Restated Holding 2002 Stock Option Plan dated March  3,  2004
     (filed as  Exhibit  10.21  to the 2004 Form S-1 and incorporated herein by
     reference)

10.24*Amendment to Amended and Restated Holding 2002 Stock Option Plan

10.25Holding 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.