Use these links to rapidly review the documentTABLE OF CONTENTS PART IV

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

(Mark One)

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
|- | ----------------------------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number: 333-88157

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CONSOLIDATED CONTAINER COMPANY LLC

(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

75-2825338(I.R.S. Employer Identification No.)3101 Towercreek Parkway, Suite 300,
Atlanta Georgia(Address of principal executive offices)

30339(Zip Code)


(678) 742-4600(Registrant's telephone number, including area code)

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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 registrant (1) has 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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

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. ý

None
of the registrant's member units were held by nonaffiliates as of March 29, 2002.

The
number of member units outstanding as of March 29, 2002 is 1,000.

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TABLE OF CONTENTS



|         |          |                              
|-------- | -------- | -----------------------------
|PART I   |          |                              
|         | ITEM 1.  |                              
|         | ITEM 2.  |                              
|         | ITEM 3.  |                              
|         | ITEM 4.  |                              
|PART II  |          |                              
|         | ITEM 5.  |                              
|         | ITEM 6.  |                              
|         | ITEM 7.  |                              
|         | ITEM 7A. |                              
|         | ITEM 8.  |                              
|         | ITEM 9.  |                              
|PART III |          |                              
|         | ITEM 10. |                              
|         | ITEM 11. |                              
|         | ITEM 12. |                              
|         | ITEM 13. |                              
|PART IV  |          |                              
|         | ITEM 14. |                              
|         |          | Index to Financial Statements

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PART I

ITEM 1: BUSINESS

BACKGROUND

On July 2, 1999, substantially all of the United States plastic packaging assets formerly held by Franklin Plastics Inc. and Plastics
Containers Inc., both subsidiaries of Suiza Foods Corporation, now known as Dean Foods Company, and the plastic packaging assets of Reid Plastics Inc. were contributed and merged into
Consolidated Container Company LLC, a Delaware limited liability company. In connection with these and related transactions, which are referred to herein as the Transactions, Consolidated Container
Company and our wholly owned subsidiary, Consolidated Container Capital Inc., issued 101/8% senior subordinated notes due 2009 in an aggregate principal amount of
$185.0 million, and we borrowed debt under a senior credit facility, described herein.

Consolidated
Container Company is wholly owned by Consolidated Container Holdings LLC, a Delaware limited liability company.

OVERVIEW

Consolidated Container Company is a leading domestic developer, manufacturer and marketer of rigid plastic containers for many of the world's largest branded
consumer products and beverage companies. In 2001, we sold over 6.4 billion containers to the dairy, water, other beverage, food, household chemical, personal care, automotive, agricultural and
industrial chemical sectors. Our container product line ranges in size from two ounce to six gallon containers and consists of single and multi-layer plastic containers made from a variety of plastic
resins, including high-density polyethylene or HDPE,
polycarbonate or PC, polypropylene or PP, polyethylene terephthalate or PET and polyvinyl chloride or PVC.

We
serve our customers with a wide range of manufacturing capabilities and services through a domestic, nationwide network of 64 strategically located manufacturing facilities and
through a research, development and engineering center. In addition, we have four international manufacturing facilities in Canada, Mexico and Puerto Rico. Twenty-five of our manufacturing
facilities are located on-site at our customers' plants. On-site facilities enable us to work more closely with our customers to facilitate just-in-time
inventory management, to eliminate costly shipping and handling charges, to reduce working capital needs, and to foster the development of long-term manufacturing and distribution
relationships. Our research, development and engineering center creates innovative product designs for our customers and process improvements in the manufacture of our containers. Our customers rely
on our design and technical expertise because package design is a critical component in many of their marketing programs.

PRODUCTS

Below are our seven principal product categories:

Dairy.We manufacture one gallon and one-half gallon HDPE bottles and similar products, which we sell primarily
to dairies for sale through retail channels. We have worked with our customers to innovate several products in this sector, including single-serve HDPE and PET milk containers and "sleeved" milk
bottles. Our dairy related products generated approximately 24.6% of net sales for the year ended December 31, 2001.

Water.We manufacture one gallon and ten quart HDPE bottles and similar products, which we sell primarily to water producers
for sale through retail channels, and three, five and six gallon PC bottles for the bulk packaging of water for water coolers. Our water related products generated approximately 17.5% of net sales for
the year ended December 31, 2001.

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Other Beverage.We manufacture a wide variety of containers for other beverage products using HDPE and PET, including high
value-added technically advanced containers for products such as fruit juices and fruit drinks. We manufacture a wide array of products in this sector, ranging from six to 128 ounce HDPE
bottles for fruit drinks and multiple layer one-gallon HDPE containers for fruit juice. These products generated approximately 14.1% of net sales for the year ended December 31,
2001.

Food.We manufacture a wide range of food containers using HDPE, PP and PET for a variety of food products, such as ketchup,
maple syrup, edible oils and salsa. We manufacture many innovative products, such as squeezable ketchup bottles, high-gloss salsa containers and retortable containers, which permit
reheating after the filling process without distortion to the container and which are used for infant formula and other products. Our food related products generated approximately 11.8% of net sales
for the year ended December 31, 2001.

Household Chemicals & Personal Care.Our containers for household chemical products, made mainly from HDPE and also
from PET, are used for laundry detergents, hard surface cleaners, dishwashing liquids, bleaches and fabric softeners. Our containers for personal care products, made from HDPE and PVC, are used for
shampoos, conditioners and other personal care products. Our household chemicals and personal care related products generated approximately 15.6% of net sales for the year ended December 31,
2001.

Automotive.We manufacture primarily one quart HDPE bottles for motor oil and one gallon HDPE containers for
anti-freeze and windshield wash solvent. Our automotive related products generated approximately 7.8% of net sales for the year ended December 31, 2001.

Agricultural, Industrial & Other.We manufacture containers for use by industrial and agricultural manufacturers for
products such as insect repellents, high strength cleaners packaged for commercial and industrial use and fertilizers. Our other products in this category include containers for medical and
pharmaceutical supplies, shipping crates, water cooler valves and bottle caps. Our agricultural, industrial and other related products generated approximately 8.6% of net sales for the year ended
December 31, 2001.

CUSTOMERS

Our customers include many of the major branded consumer products companies, bottled water companies, national juice producers, large food concerns, regional
dairies, and chemical and automotive product manufacturers. For the years ended December 31, 2001 and 2000, net sales attributable to our largest customer, The Proctor & Gamble Company,
accounted for approximately 16% and 12%, respectively.

In
many cases, we are the sole supplier of substantially all of our customers' container requirements for specific products or particular container sizes. In addition, we often have more
than one contract with a particular customer because we have individual contracts for specific products or container sizes or, in some circumstances, separate contracts with one or more operating
divisions of a single customer.

COMPETITION

We face substantial competition throughout our product lines from a number of well-established businesses operating nationally, as well as from firms
operating regionally. Our primary national competitors include American National Can, Crown Cork & Seal, Graham Packaging, Liquid Container, Liqui-Box, Owens-Illinois, Plastipak and
Silgan. Several of these competitors are larger and have greater financial and other resources than we do. In addition, we face substantial competition from a number of captive packaging operations
with significant in-house bottling and blow-molding capacity, such as those of Perrier Group of America, Kroger and Dean Foods.

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We
believe our long-term success is largely dependent on our ability to continue to attract new customers, maintain strong relationships with current customers, develop
product innovations, improve our production technology, offer our customers competitively priced products that meet their design and performance criteria, provide superior service to our customers,
and reduce our cost structure.

MARKETING

Substantially all of our sales are made through the direct efforts of our sales personnel. We conduct sales activities from our corporate headquarters in Atlanta,
Georgia, and from various field sales offices located throughout the geographic territories in which we operate. In addition to our other sales and marketing efforts, we provide our customers with
technical support and 24-hour, seven-days-a-week, year-round customer service.

RESEARCH, DEVELOPMENT AND ENGINEERING

Research, development and engineering constitute an important part of our business. We undertake these efforts at our research, development and engineering center
in Elk Grove, Illinois. We believe that the research, development and engineering center makes us a leader in the innovation and design of new products, product enhancements and manufacturing
technologies and processes and thereby allows us to forge closer relationships with our customers.

We
spent approximately $7.1 million and $7.4 million on research, development and engineering for the years ended December 31, 2001 and 2000, respectively. We
believe that continuing product and manufacturing innovations are important to meeting customers' needs and lowering unit cost, thus permitting us to remain competitive in the plastic container
market.

INTELLECTUAL PROPERTY

We have developed and continue to develop a number of trademarks and patents for use in our business. In addition, we also hold licenses for the use of several
registered trademarks from third parties. Because our trademarks, brand names and patented packaging designs create goodwill and result in product differentiation, we believe these assets are
important to our business. Although we hold various trademarks and patents, we believe our business is not dependent on any one of these patents or trademarks. In addition, we rely on proprietary
know-how, continuing technological innovation and other trade secrets to develop products and maintain our competitive position. We attempt to protect our proprietary know-how
and our other trade secrets by executing patents, and when appropriate, confidentiality agreements with our customers and employees. Although we cannot be assured that our competitors will not
discover comparable or identical knowledge and techniques through independent development or by other legal means, we believe that our business, as a whole, is not dependent on these matters.

MANUFACTURING AND DISTRIBUTION

Manufacturing.At December 31, 2001, we operated over 600 blow molding production lines and eleven injection molding
machines (which are used to produce closures, crates, overcaps, valves and preforms).

Blow
molding is the technique used to convert plastic into bottles and containers by either extrusion or stretch blow molding, depending on the desired container attributes. In the
extrusion blow molding production process, resin pellets are blended with colorants or other necessary additives and fed into an extrusion machine, which uses heat and pressure to form the resin into
a round hollow tube of molten plastic called a parison. Bottle molds are mounted to capture the parisons as they leave the extruder. Once inside the mold, air pressure is used to blow the parison into
the bottle shape of the mold. Extrusion blow molding can be used to process many different resin types. By contrast, stretch

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blow molding is either a one-stage or a two-stage process by which a test-tube shaped preform is injection-molded and then heated, stretched and filled with
compressed air to fill the mold and form the bottle. This process provides enhanced physical clarity and gas barrier properties and is generally used for PET bottles but can also be used for PP
bottles. This technique can be adapted for either low volume production runs of specialty containers, such as wide-mouthed jars, or high volume runs of commodity containers.

We
were among the first to develop and use wheel manufacturing technology. Our wheels operate at high speeds and efficiently manufacture containers with one or more special features,
such as multiple
layers, in-mold labeling and fluorination. In most cases, we are actively involved with our customers in the design and manufacture of new packaging features, including custom wheel molds.

Twenty-five
of our manufacturing facilities are located on-site at customer plants. On-site plants enable us to work more closely with customers to
facilitate just-in-time inventory management, generate significant savings opportunities through process re-engineering, eliminate costly packing, shipping and
handling charges, reduce working capital, and foster the development of long-term customer relationships.

We
believe that capital investment to maintain and upgrade property, plant and equipment is important to remain competitive. We spent an aggregate of approximately $44.1 million
and $68.2 million, in 2001 and 2000, respectively, on capital expenditures. We estimate that the capital expenditure required to maintain our current facilities will be approximately
$10.0 million annually. Additional capital expenditures beyond this amount will be required should we choose to expand capacity or implement significant additional cost saving programs.

Distribution.At our 39 stand-alone domestic plants, we ship our products by common carrier to our customers. In general,
these plants are located within a 250 to 300 mile radius of the customers for which we manufacture containers. At our 25 on-site plants, our operations are usually integrated with the
customer's manufacturing operations so that we can make deliveries, as needed, directly to the customer's conveyor lines. A number of the on-site locations sell products to outside
customers as well.

RAW MATERIALS

Our principal raw materials include HDPE, PC, PP, PET and PVC resins, although we use other materials in our manufacturing operations, such as ethyl vinyl
alcohol, resin colorant, corrugated boxes, shipping materials, pallets, labels and inks. Generally, we obtain raw materials from several sources in order to ensure an economical, adequate and timely
supply, and we are not dependent on any single supplier for any of these materials. Although we believe our access to raw materials is generally reliable, there can be no assurances that we will have
an uninterrupted supply of raw materials at competitive prices. While our net sales are affected by fluctuations in resin prices, our gross profit over time is generally unaffected by these changes
because industry practice and our contractual arrangements with certain of our customers permit or require us to pass through these increased costs. We may not, however, always be able to pass through
these changes in raw material costs in a timely manner, or at all due to competitive pressures. Based on management's view of the relationship with our raw material suppliers, we believe that adequate
quantities of key raw materials will be available to fulfill our needs.

SEASONALITY

Our shipment volume of containers for bottled water, and our employment of temporary/seasonal workers, is typically higher in the second and third quarters
principally due to the seasonal nature of the bottled water industry, in which demand is stronger between May and September. Consequently, we normally build inventory of our water products during the
first quarter in anticipation of this demand.

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To a lesser extent, our shipment volume of containers for milk and other beverage products follow the same seasonal pattern.

EMPLOYEES

At December 31, 2001, we employed approximately 4,650 people. Approximately 1,300 of these employees were hourly workers covered by collective bargaining
agreements, which expire between April 30, 2002 and 2005. Given the seasonality of the bottled water industry, we expect to continue to employ full-time, temporary, and seasonal
workers during the peak production months of May through September. Neither our predecessor companies nor we have had any material labor disputes in the past five years and we consider our relations
with employees to be good.

ENVIRONMENTAL MATTERS

In the United States and in the other countries in which we operate, we are subject to national, state, provincial and/or local environmental, health and safety
laws and regulations that impose limitations and prohibitions on the discharge and emission of, and establish standards for the use, storage, treatment, disposal, and management of, many kinds of
substances, materials and waste, and impose liability for the costs of investigating and cleaning up, and damages resulting from, present and past spills, disposals, or other releases of solid and
hazardous substances and materials. Environmental laws and regulations can be complex and change often and we cannot reliably predict the effect which future changes in environmental laws and
regulations in the United States and in other countries in which we operate could have on us. Compliance with these laws and regulations can require significant capital and other expenditures, and
violations may result in substantial damages, fines and penalties. In addition, environmental laws in the United States, such as the Comprehensive Environmental Response, Compensation and Liability
Act and similar state statutes, impose liability on several grounds for the investigation and cleanup of contaminated soil, groundwater, and buildings, and for damages to natural resources, at a wide
range of properties. For example, contamination at properties formerly owned or operated by us, as well as at properties we currently own or operate, and properties to which hazardous substances were
sent by us, may result in liability for us under these environmental laws and regulations. As a manufacturer, we also have an inherent risk of liability under environmental laws and regulations
regarding ongoing operations. Many of these manufacturing processes also require expenditures in order to comply with health and safety laws such as the Occupational Safety and Health Administration
regulations with respect to potential employee exposure.

In
addition, a number of governmental authorities in the United States and in other countries have considered or are expected to consider legislation aimed at reducing the amount of
disposed plastic waste. These programs have included, for example, mandating rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material, and/or
requiring retailers or manufacturers to take back packaging used for their products. This legislation, as well as voluntary initiatives similarly aimed at reducing the level of plastic waste, could
reduce the demand for some plastic packaging, result in greater costs for plastic packaging manufacturers, or otherwise impact our business. Some consumer products companies (including some of our
customers) have responded to these governmental initiatives and to perceived environmental concerns of consumers by, for example, using bottles made in whole or in part of recycled plastic.

Although
compliance with environmental laws and regulations requires ongoing expenditures and clean-up activities, our capital expenditures for property, plant and equipment
for environmental control activities and other expenditures for compliance with environmental laws and regulations were not material in 2001 and are not expected to be material in 2002. We believe we
are in material compliance with all applicable national, state, provincial and local environmental laws and regulations. We are currently not engaged in any clean-up activities required by
governmental regulatory authorities under environmental laws and regulations.

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GEOGRAPHIC AREAS

Our revenues are principally generated in the United States. Operations outside the United States have no single foreign country or geographic region being
significant to the consolidated operations. Foreign net sales were approximately $37.0 and $34.6 million, respectively in 2001 and 2000. Net sales are attributed to countries based on location
of the customer. Our long-lived assets located outside of the United States are not significant.

ITEM 2: PROPERTIES

We use various owned and leased properties located throughout the United States, Canada, Mexico and Puerto Rico for our manufacturing plants, corporate
headquarters, warehouses, technical center and sales offices. At December 31, 2001, we had 68 manufacturing plants, 14 of which we owned and 54 of which we leased.

The
table below lists the location of our active manufacturing and other facilities (by region in the United States and by country and, within region and country, in alphabetical order),
along with related information, in each case as of December 31, 2001.

|Location of Facilities             |  | Size in Square Feet |  | Owned or Leased |  | Principal Use |  | On-Site
|---------------------------------- |  | ------------------- |  | --------------- |  | ------------- |  | -------
|Northeast                          |  |                     |  |                 |  |               |  |        
|Monroe, Connecticut                |  | 1,000               |  | Leased          |  | Sales Office  |  |        
|New Britain, Connecticut           |  | 5,500               |  | Leased          |  | Manufacturing |  | X      
|Windsor, Connecticut               |  | 58,000              |  | Leased          |  | Manufacturing |  |        
|Poland Springs, Maine              |  | 13,000              |  | Leased          |  | Manufacturing |  | X      
|Franklin, Massachusetts            |  | 55,000              |  | Leased          |  | Manufacturing |  |        
|Franklin, Massachusetts            |  | 24,300              |  | Leased          |  | Manufacturing |  | X      
|Lynn, Massachusetts                |  | 12,000              |  | Leased          |  | Manufacturing |  | X      
|Marlborough, Massachusetts         |  | 4,600               |  | Leased          |  | Manufacturing |  | X      
|Hampstead, New Hampshire           |  | 42,000              |  | Owned           |  | Manufacturing |  |        
|Burlington, New Jersey             |  | 6,500               |  | Leased          |  | Manufacturing |  | X      
|Cranbury, New Jersey               |  | 62,000              |  | Owned           |  | Manufacturing |  |        
|Elizabeth, New Jersey              |  | 40,000              |  | Owned           |  | Manufacturing |  |        
|Batavia, New York                  |  | 21,700              |  | Leased          |  | Manufacturing |  |        
|Rensselaer, New York               |  | 4,500               |  | Leased          |  | Manufacturing |  | X      
|Rochester, New York                |  | 65,000              |  | Owned           |  | Manufacturing |  |        
|Allentown, Pennsylvania            |  | 80,000              |  | Leased          |  | Manufacturing |  |        
|Berwick, Pennsylvania              |  | 197,000             |  | Owned           |  | Manufacturing |  |        
|Brenigsville, Pennsylvania         |  | 8,500               |  | Leased          |  | Manufacturing |  | X      
|Lancaster, Pennsylvania            |  | 18,100              |  | Leased          |  | Manufacturing |  | X      
|Leetsdale, Pennsylvania            |  | 42,000              |  | Leased          |  | Manufacturing |  |        
|New Castle, Pennsylvania           |  | 92,000              |  | Owned           |  | Manufacturing |  |        
|Oil City, Pennsylvania             |  | 96,000              |  | Owned           |  | Manufacturing |  |        
|Penn Township Kelton, Pennsylvania |  | 36,400              |  | Leased          |  | Manufacturing |  |        
|Verona, Pennsylvania               |  | 90,200              |  | Leased          |  | Manufacturing |  |        
|York, Pennsylvania                 |  | 30,900              |  | Leased          |  | Manufacturing |  |        
|Mid-Atlantic                       |  |                     |  |                 |  |               |  |        
|Baltimore, Maryland                |  | 151,000             |  | Owned           |  | Manufacturing |  |        
|Newell, West Virginia              |  | 50,000              |  | Leased          |  | Manufacturing |  | X      

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|Southeast                    |  |         |  |        |  |                   |  |  
|---------------------------- |  | ------- |  | ------ |  | ----------------- |  | -
|Lakeland, Florida            |  | 218,000 |  | Leased |  | Manufacturing     |  |  
|St. Petersburg, Florida      |  | 2,500   |  | Leased |  | Manufacturing     |  | X
|Tampa, Florida               |  | 22,500  |  | Leased |  | Manufacturing     |  |  
|Zephyr Hills, Florida        |  | 7,400   |  | Leased |  | Manufacturing     |  | X
|Atlanta, Georgia             |  | 85,000  |  | Leased |  | Manufacturing     |  |  
|Atlanta, Georgia             |  | 16,000  |  | Leased |  | Corporate Office  |  |  
|McDonough, Georgia           |  | 4,000   |  | Leased |  | Manufacturing     |  | X
|Greensboro, North Carolina   |  | 30,000  |  | Leased |  | Manufacturing     |  |  
|Mechanicsville, Virginia     |  | 11,000  |  | Leased |  | Manufacturing     |  | X
|South                        |  |         |  |        |  |                   |  |  
|Demopolis, Alabama           |  | 44,000  |  | Owned  |  | Warehouse         |  |  
|Demopolis, Alabama           |  | 98,000  |  | Owned  |  | Manufacturing     |  |  
|West Memphis, Arkansas       |  | 67,000  |  | Leased |  | Manufacturing     |  |  
|Louisville, Kentucky         |  | 4,000   |  | Owned  |  | Manufacturing     |  |  
|Kentwood, Louisiana          |  | 10,000  |  | Leased |  | Manufacturing     |  | X
|Memphis, Tennessee           |  | 42,000  |  | Leased |  | Manufacturing     |  |  
|Conroe, Texas                |  | 3,000   |  | Leased |  | Manufacturing     |  | X
|Dallas, Texas (2 facilities) |  | 31,000  |  | Leased |  | Manufacturing     |  | X
|Fort Worth, Texas            |  | 8,000   |  | Leased |  | Manufacturing     |  | X
|Houston, Texas               |  | 80,000  |  | Leased |  | Manufacturing     |  |  
|Katy, Texas                  |  | 10,000  |  | Leased |  | Manufacturing     |  | X
|Sherman, Texas               |  | 110,000 |  | Leased |  | Manufacturing     |  |  
|Mid-West                     |  |         |  |        |  |                   |  |  
|DuPage, Illinois             |  | 104,000 |  | Leased |  | Manufacturing     |  |  
|Elk Grove, Illinois          |  | 183,000 |  | Leased |  | Manufacturing     |  |  
|Elk Grove, Illinois          |  | 79,000  |  | Leased |  | RD&E Center       |  |  
|Harvard, Illinois            |  | 126,300 |  | Leased |  | Manufacturing     |  |  
|Hutchinson, Kansas           |  | 2,000   |  | Leased |  | Manufacturing     |  | X
|Lenexa, Kansas               |  | 173,000 |  | Leased |  | Manufacturing     |  |  
|Omaha, Nebraska              |  | 11,500  |  | Leased |  | Accounting Center |  |  
|Cincinnati, Ohio             |  | 1,000   |  | Leased |  | Sales Office      |  |  
|Columbus, Ohio               |  | 8,600   |  | Leased |  | Manufacturing     |  | X
|Springdale, Ohio             |  | 130,000 |  | Leased |  | Manufacturing     |  |  

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|West                                     |  |         |  |        |  |               |  |  
|---------------------------------------- |  | ------- |  | ------ |  | ------------- |  | -
|Phoenix, Arizona                         |  | 59,760  |  | Leased |  | Manufacturing |  |  
|Phoenix, Arizona                         |  | 44,000  |  | Owned  |  | Warehouse     |  |  
|Anaheim, California                      |  | 59,000  |  | Leased |  | Manufacturing |  |  
|City of Industry (Railroad), California  |  | 22,000  |  | Leased |  | Manufacturing |  | X
|City of Industry (Samuelson), California |  | 135,100 |  | Leased |  | Manufacturing |  |  
|Ontario, California                      |  | 40,000  |  | Leased |  | Manufacturing |  | X
|Riverside, California                    |  | 17,000  |  | Leased |  | Manufacturing |  | X
|Santa Ana, California                    |  | 103,000 |  | Owned  |  | Manufacturing |  |  
|Tracy, California                        |  | 160,000 |  | Owned  |  | Manufacturing |  |  
|Union City, California                   |  | 15,000  |  | Leased |  | Manufacturing |  | X
|Westminister, California                 |  | 11,100  |  | Leased |  | Manufacturing |  |  
|Tukwila, Washington                      |  | 50,700  |  | Leased |  | Manufacturing |  |  
|Vancouver, Washington                    |  | 43,800  |  | Owned  |  | Manufacturing |  |  
|Vancouver, Washington                    |  | 35,000  |  | Leased |  | Warehouse     |  |  
|Canada                                   |  |         |  |        |  |               |  |  
|Richmond, British Columbia               |  | 35,203  |  | Leased |  | Manufacturing |  |  
|Mississauga, Ontario                     |  | 34,800  |  | Leased |  | Manufacturing |  |  
|Mexico                                   |  |         |  |        |  |               |  |  
|Mexico City                              |  | 24,300  |  | Leased |  | Manufacturing |  |  
|Puerto Rico                              |  |         |  |        |  |               |  |  
|Caguas                                   |  | 47,000  |  | Owned  |  | Manufacturing |  |  

ITEM 3: LEGAL PROCEEDINGS

We are a party to various litigation matters arising in the ordinary course of our business. We cannot estimate with certainty the ultimate legal and financial
liability with respect to this litigation but believe, based on our examination of these matters, experience to date, and discussions with counsel, that any ultimate liability will not be material to
our financial position, results of operations, or cash flows.

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

No matters were submitted to a vote of security holders during the fourth quarter of 2001.

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PART II

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

There is no established public trading market for our member units, and as of March 15, 2002, there was one holder of record, Consolidated Container
Holdings. For a list of certain holders of the
member units of Consolidated Container Holdings, see Item 12 (Security Ownership of Certain Beneficial Owners and Management) of this Annual Report on Form 10-K.

We
are required to make tax distributions to holders of member units for reimbursement of tax obligations. There have been no distributions to our sole member, Consolidated Container
Holdings, during the year ended December 31, 2001. The indenture, as described below, under which the Consolidated Container Company and Consolidated Container Capital issued their notes, as
well as the senior credit facility of Consolidated Container Company, contains restrictions on our ability to pay dividends to Consolidated Container Holdings.

ITEM 6: SELECTED HISTORICAL FINANCIAL DATA OF CONSOLIDATED CONTAINER COMPANY LLC, SUCCESSOR TO REID PLASTICS, INC.

The following table presents selected historical financial data for the years ended December 31, 2001 and 2000, and for the period July 2, 1999,
through December 31, 1999, of Consolidated Container Company, successor to Reid Plastics. The following table also presents selected financial data of Reid Plastics for the period
January 1, 1997, to October 14, 1997, preceding the acquisition of Reid Plastics Holdings, the parent of Reid Plastics, by affiliates of Vestar Capital Partners III, L.P., on
October 15, 1997. The table also presents selected historical post-acquisition financial data for the period October 15, 1997, to December 31, 1997, the year ended
December 31, 1998, and the period January 1, 1999 through July 1, 1999.

The
selected historical consolidated financial data have been derived from and should be read in conjunction with the audited consolidated financial statements of Consolidated Container
Company, successor to Reid Plastics, the notes to the financial statements, and "Management's Discussion and Analysis of Financial Condition and Results of Operations of Consolidated Container Company
LLC, successor to Reid Plastics, Inc.," included elsewhere in this report.

11

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA  (AMOUNTS IN MILLIONS)

|                                                    |  | Predeccessor |       | Successor |  
|--------------------------------------------------- |  | ------------ | ----- | --------- | -
|
|
|Income Statement Data:                              |  |              |       |           |  
|Net sales                                           |  | $            | 164.7 |           | $
|Cost of goods sold                                  |  |              | 144.5 |           |  
|                                                    |  |              |       |           |  
|Gross profit                                        |  |              | 20.2  |           |  
|Selling, general and administrative expenses        |  |              | 14.1  |           |  
|Restructuring charges (credits)(a)                  |  |              | 9.1   |           |  
|Contract dispute settlement and other (b)           |  |              |      |           |  
|                                                    |  |              |       |           |  
|Operating income (loss)                             |  |              | (3.0  | )         |  
|Other income (expense)                              |  |              | 0.6   |           |  
|Interest expense, net (c)                           |  |              | 6.3   |           |  
|                                                    |  |              |       |           |  
|Income (loss) before income taxes                   |  |              | (8.7  | )         |  
|Income tax expense (benefit)                        |  |              | (1.2  | )         |  
|Minority interest in subsidiaries                   |  |              | 0.3   |           |  
|                                                    |  |              |       |           |  
|Income (loss) before extraordinary item             |  |              | (7.8  | )         |  
|Extraordinary item                                  |  |              |      |           |  
|                                                    |  |              |       |           |  
|Net income (loss)                                   |  | $            | (7.8  | )         | $
|                                                    |  |              |       |           |  
|Other Data:                                         |  |              |       |           |  
|Net cash provided by operating activities           |  |              | 5.5   |           |  
|Net cash used in investing activities               |  |              | (8.5  | )         |  
|Net cash provided by (used in) financing activities |  |              | (2.9  | )         |  
|Depreciation and amortization                       |  |              | 12.6  |           |  
|Capital expenditures                                |  |              | 9.3   |           |  
|Cash paid during the period for interest(d)         |  |              | 6.3   |           |  
|Balance Sheet Data (at end of period):              |  |              |       |           |  
|Cash and cash equivalents                           |  |              | 0.7   |           |  
|Working capital                                     |  |              |      |           |  
|Total assets                                        |  |              |      |           |  
|Total debt                                          |  |              |      |           |  
|Total stockholders'/member's equity                 |  |              |      |           |  

---

12

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ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CONSOLIDATED CONTAINER COMPANY LLC, SUCCESSOR TO REID
PLASTICS, INC.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires
management to make judgments, assumptions and estimates that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Note 1 to the Consolidated Financial
Statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2001, describes the significant accounting policies and methods used in the preparation of
the Consolidated Financial Statements. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, customer claim accruals, worker's compensation and benefit
plan accruals, provisions for closed facilities and related severances, and other contingencies. Actual results could differ from these estimates. The following critical accounting policies are
impacted significantly by judgments, assumptions and estimates used in the preparation of the Consolidated Financial Statements.

The
allowance for doubtful accounts is based on our assessment of the collectibility of specific customer accounts and the aging of accounts receivable. If there is a deterioration of a
major customer's credit worthiness or if actual defaults are higher than our historical experience, our estimates of the recoverability of amounts due us could be adversely affected.

A
reserve for workers' compensation claims is established based on an actuarial assessment of claim count information and historical loss data. If actual future claim's experience does
not reflect historical data, our expense could be affected and adversely affect our financial results.

We
periodically review the carrying value of our long lived assets including goodwill and property and equipment. This review includes an evaluation of acquired businesses for potential
impairment indicators. Our evaluation is based on projections of anticipated future undiscounted cash flows, which necessarily is dependent upon management's assessment of future business conditions.
Any one of a number of future events could cause us to conclude that impairment indicators exist and that goodwill
associated with our acquired businesses is impaired. Furthermore, in 2002, we will adopt SFAS No. 142, Goodwill and Other Intangible Assets. We are still in the process of completing our
initial assessment of the application of this standard.

We
are subject to the possibility of various loss contingencies arising in the ordinary course of business. When determining loss contingencies, we consider the likelihood of the loss or
impairment of an asset, the likelihood of the incurrence of a liability, and our ability to reasonably estimate the amount of any loss. An estimated loss contingency is accrued when it is probable
that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such
accruals should be adjusted.

RESULTS OF OPERATIONS



Net Sales.Net sales increased by approximately 4.2% to $786.7 million for the year ended December 31, 2001,
from $754.6 million in the year 2000. Approximately $39.0 million of the increase in net sales was the result of increased volume attributable to the commercialization of several
significant new business projects. Another portion of the increase in net sales was attributable to increased prices charged to customers resulting from the pass-through of higher raw
material costs. The increase in net sales was partially offset by the settlement of a $3.0 million customer claim, unrelated price reductions to meet competitive situations, and business lost
in competitive bid situations.

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Gross Profit.Gross profit decreased by approximately 27.6% to $92.5 million for the year ended December 31,
2001, from $127.7 million in the comparable period for 2000. Gross profit declined as a result of significantly increased costs in several areas of our operations. This was due primarily to the
introduction of several new capital projects that resulted in higher labor and material usage, higher levels of repair and maintenance, and increased utility expense. Problems with several plant
consolidations also contributed to the increased costs. The new capital projects and the plant consolidation issues also forced us, in certain instances, to reallocate production to other facilities,
resulting in increased labor and freight costs. In addition, our California facilities were negatively impacted by higher utility costs and related power interruptions.

Selling, General and Administrative Expense.Selling, general and administrative expense excluding amortization increased by
approximately 35.3% to $48.8 million for the year ended December 31, 2001, from $36.0 million for the comparable period in 2000. This increase was the result of higher salary and
benefit costs due to increased staffing levels, as well as increased professional fees, both of which were incurred to improve our operating effectiveness and to commercialize several of the new
projects for key customers in a timely manner. In addition, we had an increase in bad debt expense of $4.5 million due to the write-off of disputed aged accounts receivable where
collection had become doubtful.

Amortization Expense.Amortization expense decreased by approximately 0.8% to $14.0 million for the year ended
December 31, 2001, from $14.1 million for the comparable period in 2000.

Restructuring Charges.During the year ended December 31, 2001, we recognized a restructuring charge of
$3.8 million in connection with the relocation of the corporate offices from Dallas to Atlanta and the changeover of senior management. During the year ended December 31, 2000, we
recognized restructuring credits of $4.0 million by entering into subleases on certain previously closed facilities.

Contract Dispute Settlement & Other.During the year ended December 31, 2001, we recognized customer related
settlement charges and other of $6.6 million. Approximately $5.0 million of the settlement charges related to the settlement of a contract dispute with a major customer. An additional
$1.0 million resulted from the settlement of other customer claims. The remaining charges related to relocation costs of the corporate headquarters.

Operating Income.Operating income decreased by approximately 76.3% to $19.3 million for the year ended
December 31, 2001, from $81.5 million for the comparable period in 2000. The decrease was a result of the factors discussed above.

Interest Expense, Net.Interest expense, net decreased by approximately 13.8% to $50.5 million for the year ended
December 31, 2001, from $58.6 million for the comparable period in 2000. This change was primarily attributable to a more favorable interest rate environment in 2001, and to a lesser
extent, a reduction in overall outstanding debt.

Net Loss.Net income decreased by approximately 234.7% to a net loss of $31.2 million for the year ended
December 31, 2001, from a net income of $23.2 million for the comparable period in 2000. As described above, this decline was primarily the result of difficulties encountered in the
commercialization of several new business projects that increased costs and required additional resources, the settlement of a contract dispute and other customer claims, relocation of our corporate
headquarters, employee severance, the write-off of certain accounts receivable, increased worker's compensation cost, and one-time consulting fees.



Net Sales.Net sales increased by 59.2% to $754.6 million for the year ended December 31, 2000, from
$474.1 million in the comparable period for 1999. The increase was due primarily to the inclusion of $282.1 million attributable to the contribution of Franklin Plastic and Plastic
Containers as part of the Transactions in 1999.

14

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Gross Profit.Gross profit increased by 39.6% to $127.7 million for the year ended December 31, 2000, from
$91.5 million in the comparable period for 1999. The increase was due to the full year effect of the contribution of Franklin Plastics and Plastic Containers as part of the Transactions.

Selling, General and Administrative Expense.Selling, general and administrative expense excluding amortization decreased by
2.7% to $36.0 million for the year ended Decmeber 31, 2000, from $37.1 million for the comparable period in 1999. The decrease was due primarily to various cost saving inititives due to
the combining of Franklin Plastics, Plastic Containers, and their affiliated companies in the Transactions.

Amortization Expense.Amortization expense increased by 56.5% to $14.1 million for the year ended December 31,
2000, from $9.0 million for the comparable period in 1999. The increase was primarily due to having a full year of expense of the goodwill and deferred financing resulting from the Transaction.

Restructuring Credits.During the year ended December 31, 2000, we recognized restructuring credits of
$4.0 million as a result of sub-leases obtained on certain closed facilities. During the year ended December 31, 1999, we recognized restructuring charges of
$8.8 million due to planned facility closings.

Operating Income.Operating income increased by 122.5% to $81.5 million for the year ended December 31, 2000,
from $36.6 million for the comparable period in 1999. The increase was primarily result of the increased revenues and efficiencies derived from the Transactions.

Interest Expense, Net.Interest expense, net increased by 85.2% to $58.6 million for the year ended
December 31, 2000, from $31.6 million for the comparable period in 1999. The increase was due to the higher debt levels following the Transactions.

Net Income.Net income increased by 1002.8% to $23.2 million for the year ended December 31, 2000, from
$2.1 million for the comparable period in 1999. The increase was primarily the result of the factors discussed above.

SEASONALITY

Due to the large portion of our business that is derived from the sale of dairy, water and other beverage products, our financial results are typically stronger
in the second and third quarters of the year when there is higher consumption of the end products related to these sectors.

LIQUIDITY AND CAPITAL RESOURCES

Our principal uses of cash are for capital expenditures, working capital, debt service, and acquisitions. Funds for these purposes are primarily generated from
operations and borrowings under the senior credit facility.

Cash
provided by operations in 2001 was $43.2 million, a decrease of $26.0 million compared to 2000. This decrease resulted primarily from significantly lower operating
results in 2001, partially offset by improved working capital management including increased inventory turns and improved payable terms. Cash used in investing activities for the year ended
December 31, 2001 was $15.6 million, compared to $60.8 million in 2000. The change was largely a result of a decrease in capital expenditures from $68.2 million in 2000 to
$44.1 million in 2001 due to lower capital spending on new business projects in 2001 and proceeds received from the sale-leaseback of assets of $28.3 million. Cash used in
financing activities for 2001 of $35.3 million primarily resulted from the pay-down of revolving and term debt during the year.

Our
ability to generate cash from operations and from borrowing is subject to certain risk factors, including fluctuations in raw material prices and availability, covenant restrictions
in our senior credit

15

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facility that may adversely limit our ability to borrow funds, and reliance on several large customers, the loss of which would have a material adverse affect on our ability to generate cash flow. If
we are unable to mitigate these and the other risks discussed in more detail in the "Risk Factors" section, our cash flow could be negatively impacted.

As
a limited liability company, we are not liable for U.S. federal income taxes under the Internal Revenue Code of 1986, as amended. Similarly, as a limited liability company, our
parent, Consolidated Container Holdings, is not liable for U.S. federal income taxes. The applicable income or loss will be included in the tax returns of the members of Consolidated Container
Holdings. We are required to make tax distributions to Consolidated Container Holdings to enable it to reimburse its members for their tax obligations. Total distributions recorded for the years ended
December 31, 2001, 2000 and 1999 were $(0.2), $1.5, and $0 million, respectively, net of any refunds received on overpayment of prior year taxes. We estimate that there are no tax
distributions payable for 2001.

In
connection with the Transactions, we entered into a credit agreement, which we refer to as the senior credit facility, dated as of July 1, 1999, among us, Consolidated
Container Holdings, Bankers Trust Company, as Administrative Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent, and Credit Suisse First Boston, as Syndication Agent, and the
other banks a party thereto and certain related security agreements. In connection with the Transactions, we borrowed under the senior credit facility and issued $185.0 million aggregate
principal amount of notes under an indenture dated as of July 1, 1999, among us, Consolidated Container Capital, Inc., as co-issuer of the notes, the Subsidiary Guarantors
named therein and The Bank of New York, as Trustee. At December 31, 2001, we had total debt of $554.0 million and member's equity of $234.0 million. Subject to restrictions in the
senior credit facility and the indenture, we may incur more debt for working capital, capital expenditures, acquisitions and for other purposes.

The
senior credit facility, which was amended after the end of the 2001 year as described below under "Subsequent Event," consists of a committed tranche A term loan totaling
$150.0 million, of which $116.3 million was outstanding at December 31, 2001, a committed tranche B term loan totaling $235.0 million, of which $229.1 million was
outstanding at December 31, 2001, an uncommitted tranche C term loan totaling $100.0 million (which will only be available under some circumstances) and a $110.0 million revolving
credit facility. At December 31, 2001, we had drawn down $23.0 million under the facility, and an additional approximately $14.9 million was reserved for outstanding standby
letters of credit. An additional $30.0 million restriction was placed on the facility in connection with a waiver in effect at year-end, as discussed below, leaving available
borrowings of $42.1 million, subject to customary borrowing conditions. Of the revolving credit facilities, $36.5 million was converted to a term loan in 2002, with the remainder of the
commitment maturing on July 2, 2005. The amortization schedule of the tranche A term loan will require us to repay $26.25 million in 2002, $33.75 million in 2003,
$37.5 million in 2004 and $18.75 million in 2005. The tranche B term loan requires amortization payments in equal annual installments of 1% of its initial principal amount for each of
the first six years after July 2, 1999, and the amortization of the remaining amount in eight quarterly payments in the seventh and eighth years after the closing of the senior credit facility.

Borrowings
under the senior credit facility bear interest, at our option, at either:



16

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The
applicable margin on base rate and eurodollar loans is based on a schedule that corresponds to the leverage ratio of Consolidated Container Holdings and its subsidiaries on a
consolidated basis. At December 31, 2001, we were paying the following margins on amounts borrowed:



In
addition, Consolidated Container Company:



The
senior credit facility and the indenture contain covenants that restrict, among other things, our ability to do the following:



The
senior credit facility also requires that we maintain specified financial ratios relating to maximum level of earnings before interest and taxes plus depreciation and amortization
and minimum interest coverage. The covenants under the senior credit facility were amended on April 25, 2000, and March 28, 2001, to adjust the financial ratios relating to the fixed
charge coverage. In addition, the senior credit facility and the indenture restrict our ability to pay dividends. As noted above, the senior credit facility was amended in order to provide a waiver
from the banks for the covenant violations as of September 30, 2001, through February 28, 2002. In connection with the waiver, we agreed to reduce the revolving credit facilities by
$25.1 million to $110.0 million and to restrict outstanding borrowings under the revolver to no more than $80.0 million from November 12, 2001 through February 28,
2002.

SUBSEQUENT EVENT

In February 2002, the senior credit facility was again amended, changing the following terms:



17

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Additionally,
the amended agreement under the senior credit facility specifies that for purposes of calculating covenant ratios involving minimum EBITDA, EBITDA used in calculating the
covenants is deemed to be $21.0 million for the quarter ended September 30, 2001, $13.1 million for the quarter ended December 31, 2001, and $89.7 million for the
year ended December 31, 2001. The 2001 results include adverse charges of approximately $8.0 million in the fourth quarter and approximately $21.7 million for the full year. The
fourth quarter charges include workers' compensation increases, write-off of certain disputed accounts receivable, and one-time consulting fees. Approximately
$13.7 million was incurred in prior quarters of 2001 and comprised primarily restructuring charges
related to organizational and management changes including the relocation of the Company's corporate headquarters, the settlement of a customer contract dispute and other costs related to specific
customer claims. Excluding the adverse charges, EBITDA was approximately $12.7 million for the fourth quarter and $89.4 million for the 2001 fiscal year.

Management
believes future funds generated by operations and borrowings under its senior credit facility will be sufficient to meet working capital and capital expenditure requirements
in fiscal year 2002.

We
also have contractual obligations and commercial commitments that may affect our financial condition. The following tables identify material obligations and commitments as of
December 31, 2001 (customer-specific commitments arising in the ordinary course of business are not included):

|                                   |  | Payments Due by Period
|---------------------------------- |  | ----------------------
|
|
|Long Term Debt(a)                  |  | $                     
|Capital Lease Obligations          |  |                       
|Operating Leases                   |  |                       
|Revolving credit facility(b)       |  |                       
|Other Long-Term Obligations(c)     |  |                       
|                                   |  |                       
|Total Contractual Cash Obligations |  | $                     
|                                   |  |                       

18

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|                             |  | Commitment Expiration per Period
|---------------------------- |  | --------------------------------
|
|
|Standby Letters of Credit    |  | $                               
|Revolving Credit Facility(a) |  |                                 
|                             |  |                                 
|Total Commercial Commitments |  | $                               
|                             |  |                                 

---

INFLATION

Other than changes in resin costs, which are generally passed on to customers, inflation has not had a significant impact on our cost structure.

RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2001, the Financial Accounting Standards Board issued SFAS No. 143, Accounting for Asset Retirement Obligations. This standard addresses
financial accounting and reporting for obligations related to the retirement of tangible long-lived assets and the related asset retirement costs. SFAS 143 is effective for fiscal
years beginning after June 15, 2002. Management is in the process of evaluating the impact this standard will have on our consolidated financial statements.

In
August 2001, the Financial Accounting Standards Board issued SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets. The standard addresses
financial accounting and reporting for the impairment or disposal of long-lived assets and is effective for fiscal years beginning after December 15, 2001. Management is in the
process of evaluating the impact this standard will have on our consolidated financial statements.

In
June 2001, the Financial Accounting Standards Board approved the issuance of SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets. These standards establish accounting and reporting for business combinations, goodwill and other intangibles. SFAS No. 141 requires all business combinations entered into subsequent to
June 30, 2001, to be accounted for using the purchase method of accounting. SFAS No. 142 provides that goodwill and other intangible assets with indefinite lives will not be amortized,
but will be tested for impairment on an annual basis. These standards are effective for us beginning January 1, 2002. Under the current method of assessing goodwill for impairment, which uses
an undiscounted cash flow approach, no material impairment existed at December 31, 2001. For 2002, we will begin to test goodwill for impairment under the new rules, applying a
fair-value-based approach. We are in the process of completing our initial assessment on the anticipated impact of SFAS No. 142 on our financial condition and results of operations
and this process should be complete by the end of the second quarter of fiscal 2002. The historical impact of not amortizing goodwill would have increased net income for the years ended
December 31, 2001, and 2000, by $13,545,000 and $13,652,000, respectively, and for the period for the period July 2, 1999, through December 31, 1999, by $6,665,000 and for the
period from January 1, 1999, through July 1, 1999, by $1,491,000. Impairment reviews may result in future periodic write-downs.

19

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On
January 1, 2001, we adopted Statement of Financial Accounting Standards Nos. 133 and 138 (SFAS 133/138) pertaining to the accounting for derivative instruments and
hedging activities. SFAS 133/138 requires an entity to recognize all of its derivatives as either assets or liabilities in its statement of financial position and to measure those instruments
at fair value. If the conditions specified in SFAS 133/138 are met, those instruments may be designated as hedges. Changes in the value of hedge instruments would not impact earnings, except to
the extent that the instruments are not perfectly effective as a hedge.

FORWARD LOOKING STATEMENTS

Certain statements and information is this Annual Report on Form 10-K constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be indicated by phrases such as "will," "estimates," "plans," "strategy," "believes," "anticipates," "expects," "intends,"
"foresees," "projects," "forecasts" or words of similar meaning or import. Consolidated Container Company desires to take advantage of the "safe harbor" provisions of the aforementioned Act. We have
made such statements in prior filings with the Securities and Exchange Commission and in this filing. Such statements are subject to certain risks, uncertainties, or assumptions. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in applicable forward looking statements.

RISK FACTORS

Key factors that may have a direct bearing on our results and financial condition include, but are not limited to:

We are subject to intense competition in our industry.Substantial competition is present throughout our product lines from well
established businesses competing nationally and from other businesses competing locally. Several of these competitors are larger and/or have greater financial resources than we do.

Fluctuations in raw material prices and raw material availability may affect our results.We are exposed to fluctuations in the
availability of and/or prices for raw materials. If our access to some raw materials is interrupted, or we cannot purchase them at competitive prices, then our financial results and results of
operations would suffer. We use large quantities of high-density polyethylene, polycarbonate, polypropylene, polyethylene terephthalate, and polyvinyl chloride resins in manufacturing our
products. In general, we do not have long-term supply contracts with our suppliers, and our purchases of raw materials are subject to market prices. On average over time, we generally pass
changes in the prices of raw materials through to our customers. We may not always be able to do so, and we cannot assure that we will always be able to pass through future price increases in a timely
manner.

We are dependent on several key managers, the loss of whom could have a material effect on our operations, and on our business
development.While there are several key personnel whose loss would have an effect on our operations, in particular, the loss of the services provided by Stephen E. Macadam,
the President and Chief Executive Officer of Consolidated Container Company, could have a material adverse effect on our business.

Covenant restrictions in our senior credit facility may adversely limit our ability to operate our business.Covenants in our senior
credit facility and our indenture restrict, among other things, our ability to incur additional debt, sell assets, and invest capital, all of which could affect our ability to operate our business and
which limit our ability to take advantage of potential business opportunities as they may arise. In addition, there is a risk that our operating earnings will not improve to the level required to meet
scheduled covenants, which would further restrict our ability to operate our business.

20

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Our business is exposed to product liability risk.Currently, we maintain insurance for product liability claims. The amount and scope of
our insurance may not, however, be adequate to cover a product liability claim that is successfully asserted against us. We may also suffer a decline in sales from the negative publicity associated
with a lawsuit or other adverse public perception of our products. Lawsuits or other negative publicity associated with the products for which our customers use our containers could also substantially
impact our business.

We are dependent upon several customers, the loss of which could have a material adverse affect on our results.For the year ended
December 31, 2001, our largest customer accounted for 16% of our sales, and our ten largest customers accounted for 48% of our sales. At any point in time we may have one or more significant
projects underway with our key customers. Our inability to meet contractual obligations with respect to these projects may adversely impact our relationship with these customers, and may result in the
payment of contractual penalties. Further, the termination of our relationship with any of our top customers could have a material adverse affect on our business.

We operate under a variety of environmental laws and regulations, and are subject to national, state, provincial and/or local laws and
regulations.Compliance with these laws and regulations can require significant capital expenditures and operating expenses. Violations of these laws and regulations may result
in substantial fines and penalties. Changes in these laws and regulations or our inability to comply with these could have a material adverse impact on our results.

We
cannot ensure that we will be able to successfully accomplish our objectives of meeting, exceeding or complying with all of the key factors summarized above. If we are not successful,
our business and results of operations could be negatively impacted.

Any
forward-looking statements made or incorporated by reference herein speak only as of the date of this Annual Report. Consolidated Container Company expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any such statements, to reflect any change in its expectations with regard thereto or any change in events, conditions, or circumstances
on which any such statement is based.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary exposure to market risk is changing interest rates due to some of our debt bearing a floating rate of interest. Our policy is to manage interest rate
risk by using a combination of fixed and floating rate debt. A hypothetical 10% increase in interest rates for the year ended December 31, 2001, would have increased interest expense by
approximately $4.7 million.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data are listed on the index at Item 14 and included herein beginning on page F-1.

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

There were no changes in accountants or disagreements with accountants on matters related to accounting or financial disclosure during the year ended
December 31, 2001.

21

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PART III

ITEM 10: MEMBERS OF THE MANAGEMENT COMMITTEE AND EXECUTIVE OFFICERS

Consolidated Container Company is managed by its sole member, Consolidated Container Holdings. Consolidated Container Holdings is managed by a management
committee consisting of eight members. Two of the members were appointed by Vestar Packaging LLC (James P. Kelly and John R. Woodard), two were appointed by Reid Plastics Holdings (Ronald V. Davis and
Leonard Lieberman), and two were appointed mutually by Vestar Packaging LLC and Reid Plastics Holdings (William G. Bell and B. Joseph Rokus). Of the remaining two members, one was appointed by
Franklin Plastics (Richard L. Robinson), and one is the chief executive officer of Consolidated Container Company, currently Stephen E. Macadam. One seat, which is to be filled with an appointment by
Dean Foods, remains open.

The
members of the management committee of Consolidated Container Holdings and the executive officers of Consolidated Container Company and their ages and positions are as follows:

|Name                |  | Age |  | Position                                                                      
|------------------- |  | --- |  | ------------------------------------------------------------------------------
|Ronald V. Davis     |  | 55  |  | Chairman of the Management Committee                                          
|B. Joseph Rokus     |  | 48  |  | Vice Chairman of the Management Committee                                     
|Stephen E. Macadam  |  | 41  |  | President and Chief Executive Officer and a Member of the Management Committee
|Tyler L. Woolson    |  | 39  |  | Chief Financial Officer                                                       
|Louis Lettes        |  | 38  |  | Vice President, General Counsel and Secretary                                 
|Richard P. Sehring  |  | 39  |  | Senior Vice President, Finance & Accounting and Chief Accounting Officer      
|Joyce A. Foster     |  | 40  |  | Vice President, Human Resources                                               
|Robert K. Brower    |  | 54  |  | Senior Vice President, Operations Services & Procurement                      
|William G. Bell     |  | 55  |  | Member of the Management Committee                                            
|James P. Kelley     |  | 47  |  | Member of the Management Committee                                            
|Leonard Lieberman   |  | 73  |  | Member of the Management Committee                                            
|Richard L. Robinson |  | 72  |  | Member of the Management Committee                                            
|John R. Woodard     |  | 38  |  | Member of the Management Committee                                            

Ronald V. Davishas served as Chairman of the management committee since the closing of the Transactions. Since December 1998,
Mr. Davis has served as President and Chief Executive Officer of Reid Plastics Holdings. Currently, Mr. Davis is Chairman of Davis Capital LLC, a private equity investment company, which
he founded in 1994. Mr. Davis founded The Perrier Group of America, and, between 1979 and 1992, he served as its President and Chief Executive Officer. From 1992 to 1994, he served as Chairman
of the Board of Directors for Perrier Group of America, Inc. He currently serves on the Board of Directors of Grenich Technology Parners. Mr. Davis received a B.A. from California State
University and an M.B.A. from the University of Southern California.

B. Joseph Rokushas served as the Vice Chairman of the management committee since the closing of the Transactions. Since
December 1998, Mr. Rokus has served as Chairman of the Boards of Directors of Reid Plastics Holdings and Reid Plastics. Between 1993 and December 1998, Mr. Rokus served as
President and Chief Executive Officer of Reid Plastics Holdings and Reid Plastics. He serves on the Board of Trustees of Pepperdine University and also serves as Chairman of the Board of Berkley
Industries. Mr. Rokus received a B.S. from Pepperdine University and an M.B.A. from the University of Southern California.

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Stephen E. Macadamhas served as President and Chief Executive Officer of Consolidated Container Company and as a member of the management
committee since August 2001. Mr. Macadam served with Georgia-Pacific Corporation where he held the position of Executive Vice President, Pulp & Paperboard from July 2000
until August 2001, and the position of Senior Vice President, Containerboard & Packaging from March 1998 until July 2000. Mr. Macadam held positions of increasing
responsibility with McKinsey and Company, Inc. from 1988 until 1998 culminating in the role of Principal in charge of their Charlotte, North Carolina operation. Mr. Macadam received a
B.S. in Mechanical Engineering from the University of Kentucky, an M.S. in Finance from Boston College, and an M.B.A. from Harvard Business School. Mr. Macadam is a member of the Board of
Directors of Shoney's, Inc., and was a Baker Scholar, while at Harvard Business School.

Tyler L. Woolsonhas served as Chief Financial Officer of Consolidated Container Holdings and Consolidated Container Company since
January 2002. Previously Mr. Woolson served as the Vice President, Strategic Planning for Georgia-Pacific Corporation since December 1999. Mr. Woolson also served as Vice
President, Finance for The Timber Company, a subsidiary of Georgia-Pacific, from 1997 until 1999, and as Senior Manager, Strategic Planning for Georgia-Pacific from 1995 until 1997. Between 1989 and
1995 Mr. Woolson served as a Senior Consultant for Towers Perrin in Los Angeles and Atlanta. Mr. Woolson received a B.A. in History from Dartmouth College, and an M.B.A. from The Amos
Tuck School (Dartmouth College) with a specialization in Corporate Finance.

Louis Letteshas served as Vice President, General Counsel and Secretary of Consolidated Container Holdings and Consolidated Container
Company since January 2002. Previously, Mr. Lettes served as Vice President and General Manager of Homestore.com from 1999 to 2001. Mr. Lettes served in various positions at
Turner Broadcasting System from 1992 to 1999 and as an associate at the law firm of Alston & Bird from 1989 to 1992. Mr. Lettes received an A.B. from Princeton University and a J.D. from
Vanderbilt University School of Law.

Richard P. Sehringhas served as Senior Vice President, Finance and Accounting, and Chief Accounting Officer for Consolidated Container
Company since November 2001. Mr. Sehring served as Vice President Finance and Administration for LaRoche Industries, Inc. from June 2000 until June 2001. Between
1997 and 2000, Mr. Sehring served as Chief Financial Officer, in Frankfurt, Germany, and Vice President of Finance Neuilly Sur Seine, France for LII Europe SARL, a wholly owned subsidiary of
LaRoche Industries, Inc. Mr. Sehring served as Corporate Controller for LaRoche Industries, Inc. from 1994 until 1997, and various financial positions up to Corporate Controller
from 1989 until 1994 with LaRoche Chemicals, Inc. Mr. Sehring received his B.S. in Business Administration with a major in accounting and a minor in finance from Louisiana State
University. Mr. Sehring is a member of the American Institute of Certified Public Accountants.

Joyce A. Fosterhas served as Vice President, Human Resources for Consolidated Container Company since January 2002. Previously,
Ms. Foster served as Director, Special Projects from September 2001 until January 2002. Ms. Foster held various positions with Georgia-Pacific Corporation from
September 1987 until September 2001 including Senior Manager, Education and Development, Pulp & Paperboard, Director, Development, Containerboard & Packaging Division, and
Manager of Business Analysis, Packaging Division. Ms. Foster is a member of the American Society of Training and Development, and the American Management Association.

Robert K. Browerhas served as the Senior Vice President for Operations Services and Procurement of Consolidated Container Company since
October 2001. Prior to that date, Mr. Brower served as Vice President, Strategic Sourcing for the Company since May 1999. Mr. Brower served in a variety of positions within
the procurement organization of Newell-Rubbermaid Corporation from 1997 until 1999 eventually becoming the Vice President for Global Procurement. Mr. Brower served for 26 years in the
United States Army, retiring in 1997 with the rank of Colonel. Mr. Brower received a B.A. and M.A. from the University of Richmond and an M.B.A. from Long Island University.

23

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William G. Bellhas served as a member of the management committee since the closing of the Transactions. Mr. Bell has been the
owner and President of Aqua Filter Fresh, Inc. since 1980 and the Executive Vice President of Tyler Mountain Water Co. Inc. since 1985. Mr. Bell was also the President of Bell
Sales, Inc. from 1980 to 2000. Mr. Bell is a director of Reid Plastics Holdings, Aqua Filter Fresh, Inc., and Mr. Bell is the Chairman of Alpine Spring Water, Inc.
Mr. Bell is also a director of Wissahickon Spring Water Company, Glacier Water Services, Inc. and Bell Sales, Inc. From 2000 to 2001,
Mr. Bell also served as the Chairman of the International Bottled Water Association, an organization with which he has been affiliated since 1989.

James P. Kelleyhas served as a member of the management committee since the closing of the Transactions. Mr. Kelley is a Managing
Director of Vestar Capital Partners (an affiliate of Vestar Capital Partners III, L.P.) and was a founding partner of Vestar Capital Partners at its inception in 1988. Mr. Kelley is a director
of Reid Plastics Holdings, Wabtec Corporation, Michael Foods, and St. John Knits, Inc., companies in which Vestar Capital Partners III, L.P., or an affiliate has a significant equity interest.
Mr. Kelley received a B.S. from the University of Northern Colorado, a J.D. from the University of Notre Dame and an M.B.A. from Yale University.

Leonard Liebermanhas served as a member of the management committee since the closing of the Transactions. Since 1995,
Mr. Lieberman has served as a consultant to Vestar Capital Parners III, L.P., and its affiliates. Currently, Mr. Lieberman is a director of Sonic Corp., Nice Pak Products, Inc.,
Michael Foods, Inc., and Sheridan Healthcare, Inc. Mr. Lieberman received a B.A. from Yale University, a J.D. from Columbia University and participated in the Advanced Management
Program at Harvard Business School.

Richard L. Robinsonhas served as a member of the management committee since January 2000. Mr. Robinson has been
Co-CEO of Robinson Dairy, Inc., a wholly owned subsidiary of Dean Foods, since August of 1999. From June 1975 until August 1999, Mr. Robinson was the Chairman
and Chief Executive Officer of Robinson Dairy, Inc. Currently, Mr. Robinson is a director of US Exploration Inc., HCA/HealthOne, and Horizon Organic Dairy. Mr. Robinson
received a B.S. from Colorado State University.

John R. Woodardhas served as a member of the management committee since the closing of the Transactions. Mr. Woodard is a Managing
Director of Vestar Capital Partners and joined Vestar Capital Partners in 1998. Between March 1996 and February 1998, he served as a Managing Director of The Blackstone Group. From
April 1990 to March 1996, Mr. Woodard was a Vice President of Vestar Capital Partners. Mr. Woodard is also a Director of Reid Plastics Holdings. Mr. Woodard received
a B.A. from Williams College.

Except
as described in this section, there are no arrangements or understandings between any member of the management committee or executive officer and any other person under which that
person was elected or appointed to their position.

MANAGEMENT COMMITTEE COMPENSATION

All members of the management committee are reimbursed for their usual and customary expenses incurred in attending all management committee and committee
meetings. Members of the
management committee who are also employees of Consolidated Container Holdings, Consolidated Container Company, Vestar Capital Partners or Dean Foods do not receive remuneration for serving as members
of the management committee. Each other member of the management committee will receive compensation of $2,500 for each meeting of the management committee that such member attends in person and
$3,750 for each calendar quarter of service as a member of the management committee.

Following
the closing of the Transactions, the management committee established a compensation committee, comprised of Messrs. Davis, as chairman, Bell, Kelley and Robinson. In
addition, the

24

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management committee established an audit committee, comprised of Messrs. Lieberman, as chairman, Rokus and Woodard.

OPTION PLAN

Following the closing of the Transactions, Consolidated Container Holdings adopted a 1999 Unit Option Plan to provide some of our key employees with options to
acquire up to 596,206, or 5.5% on a fully diluted basis, of the member units of Consolidated Container Holdings. The number of options available under this plan was subsequently increased to 875,000.
Under the option plan, Consolidated Container Holdings has granted options to certain of these key employees that represent the right to acquire, in total, 804,650 member units of Consolidated
Container Holdings. The exact pricing, performance criteria, vesting terms and redemption of options granted under this plan are governed by individual unit option agreements between the employee and
Consolidated Container Holdings and, if the options are exercised, the terms of the options will be governed by special unit acquisition, ownership and redemption agreements. In addition to the
options to purchase member units in Consolidated Container Holdings that were granted to some of our key employees under the 1999 Unit Option Plan, certain of these employees also hold options to
purchase member units of Consolidated Container Holdings that were exchanged for their Franklin Plastics options. Under this plan, the rights to acquire 168,656 member units are currently outstanding.
The compensation committee will administer these option plans.

LONGTERM INCENTIVE PLAN

Following the closing of the Transactions, the management committee of Consolidated Container Holdings adopted a bonus plan for some of our officers, other key
employees and outside consultants. If a liquidity event, as defined in the bonus plan, were to occur, then the management committee of Consolidated Container Holdings will establish a bonus pool of
cash equal to a formula based on the appreciation in value of the member units of Consolidated Container Holdings. As defined in the bonus plan, a liquidity event includes:



Those
awarded grants under the bonus plan will share the bonus pool. Consolidated Container Holdings will make bonus payments, however, only if (1) a liquidity event occurs and
(2) specified rates of return are realized by Vestar Packaging LLC and its affiliates on their investment in Consolidated Container Holdings. The management committee or the compensation
committee of Consolidated Container Holdings will administer the bonus plan. To date, Consolidated Container Holdings has not made any awards under the bonus plan.

EMPLOYMENT AGREEMENTS

Effective August 31, 2001, William L. Estes resigned from his position with Consolidated Container Company. In accordance with his employment agreement, he
will receive $49,700 per month for two years from the date of his resignation. Mr. Estes will also be provided medical, life, dental and long-term disability insurance benefits for
two years, provided, however, that such benefit coverage shall terminate in the event and to the extent Mr. Estes begins receiving any such benefits from a subsequent employer.

As
of July 5, 1999, Henry Carter entered into an employment agreement to serve as Executive Vice President of Consolidated Container Company at an annual base salary of $230,000
for a term of

25

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two years, subject to his earlier termination with or without "cause." "Cause" includes willful misconduct, failure to perform his duties and his conviction of a felony, or his resignation with or
without "good reason," which includes a reduction in his salary, annual bonus opportunity or other benefits, relocation from his principal place of employment and his removal from his position with
Consolidated Container Company. Mr. Carter is entitled to a bonus of up to 80% of his base salary at the discretion of the management committee, to participate in any executive bonus plan and
all employee benefit plans maintained by Consolidated Container Company and, under some circumstances, an additional payment to offset negative tax effects on his benefits. In the event that
Consolidated Container Company terminates Mr. Carter without cause or he resigns for good reason before the employment agreement expires, Mr. Carter will be entitled to receive:



In
the event of his death or permanent disability, Mr. Carter will be entitled to a reduced compensation package. In addition, Mr. Carter agreed not to disclose any
confidential information regarding Consolidated Container Company and its affiliates, not to be engaged in, in any capacity, any business that competes with Consolidated Container Company, nor to
solicit any person who was employed by Consolidated Container Company or its affiliates during the twelve months preceding that solicitation for a period of twenty four months after the date of his
termination of employment. In exchange for agreeing to be bound by these covenants, Mr. Carter will receive payments during the two-year period equal to his base salary and an
annual target bonus.

Mr. Carter
has resigned from Consolidated Container Company effective March 31, 2002.

As
of August 13, 2001, Consolidated Container Company entered into an employment agreement with Stephen E. Macadam. The employment agreement provides that Mr. Macadam will
be employed as the President and Chief Executive Officer of Consolidated Container Company at an annual base salary of $500,000 for a term of five years, subject to his earlier termination for
"cause." "Cause" includes willful misconduct, his conviction of a felony, or his resignation without "good reason." Commencing with August 13, 2006, and on each August 13 thereafter, the
Employment Term shall be automatically extended for an additional one-year period, unless we or Mr. Macadam provides the other with 60 days written notice. Mr. Macadam
is entitled to a bonus of up to 100% of his base salary at the discretion of the management committee, to participate in any executive bonus plan and all employee benefit plans maintained by
Consolidated Container Company and, under some circumstances, to an additional payment to offset negative tax effects on his benefits. Through the end of fiscal year 2002, Mr. Macadam's bonus
is guaranteed.

In
the event that Consolidated Container Company terminates Mr. Macadam without cause or he resigns for good reason before the employment agreement expires, Mr. Macadam
will be entitled to receive:



26

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In
the event of his death or permanent disability, Mr. Macadam will be entitled to a reduced compensation package. In addition, Mr. Macadam agreed not to disclose any
confidential information regarding Consolidated Container Company and its affiliates, not to be engaged in, in any capacity, any business that competes with Consolidated Container Company, nor to
solicit any person who was employed by Consolidated Container Company or its affiliates during the twelve months preceding that solicitation for a period of twenty-four months after the
date of his termination of employment. In exchange for agreeing to be bound by these covenants, Mr. Macadam will receive payments totaling twice the average of the base salary and annual bonus
earned in the two years prior to his termination (or the average of the base salary and annual bonus payable during the first two years of the employment term if Mr. Macadam's termination
occurs prior to his second anniversary).

ITEM 11: EXECUTIVE COMPENSATION

The table below shows the compensation paid or credited to the current Chief Executive Officer and the previous Chief Executive Officer and the five other most
highly paid executive officers of Consolidated Container Company during the years ended December 31, 2001, 2000, and for the period July 2 through December 31, 1999:

SUMMARY COMPENSATION TABLE

|                                                                         |  |                |  | Annual Compensation |                         | Long-term
Compensation |   |                     
|------------------------------------------------------------------------ |  | -------------- |  | ------------------- | ----------------------- | ---------------------- | - | --------------------
|
|William L. Estes(1)
Former President and Chief Executive Officer         |  | 2001
2000
1999 |  | $                   | 322,000
420,000
200,000 |                        | $ | 
52,500
200,000    
|Stephen E. Macadam(2)
President and Chief Executive Officer              |  | 2001           |  |                     | 188,180                 |                        |   | 407,692             
|Peter M. Bernon(3)
Former Executive Vice President                       |  | 2001
2000
1999 |  |                     | 325,000
325,000
162,500 |                        |   | 

130,000         
|Henry Carter(4)
Former Executive Vice President of Sales and Marketing   |  | 2001
2000
1999 |  |                     | 247,500
240,000
115,000 |                        |   | 
24,000
92,000     
|Susan Pleasant(5)
Former Senior Vice President of Operations             |  | 2001
2000      |  |                     | 179,300
133,000         |                        |   | 
15,000            
|Robert K. Brower
Senior Vice President, Operation Services & Procurement |  | 2001
2000
1999 |  |                     | 178,500
144,860
70,000  |                        |   | 30,000
22,000
84,000
|David M. Stulman(6)
Former Vice President, Human Resources               |  | 2001
2000
1999 |  |                     | 163,000
157,500
75,000  |                        |   | 
15,000
105,000    

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The table below shows the options granted to the named executive officers of Consolidated Container Company during the fiscal year 2001:

OPTION GRANTS IN 2001

|                    |  |         |  | Percentage of Total Options Granted to Employees in Fiscal Year |  |   |       |  |                   | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
|------------------- |  | ------- |  | --------------------------------------------------------------- |  | - | ----- |  | ----------------- | ----------------------------------------------------------------------------------------------
|
|
|
|William L. Estes(1) |  | 9,700   |  | 1.5%                                                            |  | $ | 29.66 |  | March 16, 2011    |                                                                                               
|Stephen E. Macadam  |  | 100,000 |  | 15.8%                                                           |  |   | 29.66 |  | September 1, 2011 |                                                                                               
|                    |  | 125,000 |  | 19.7%                                                           |  |   | 40.00 |  | September 1, 2011 |                                                                                               
|                    |  | 300,000 |  | 47.3%                                                           |  |   | 10.50 |  | September 1, 2011 |                                                                                               
|Henry Carter        |  | 5,500   |  | 0.9%                                                            |  |   | 29.66 |  | March 16, 2011    |                                                                                               
|Susan Pleasant(1)   |  | 5,000   |  | 0.8%                                                            |  |   | 29.66 |  | March 16, 2011    |                                                                                               
|Robert K. Brower    |  | 1,700   |  | 0.2%                                                            |  |   | 29.66 |  | March 16, 2011    |                                                                                               
|David M. Stulman    |  | 3,500   |  | 0.6%                                                            |  |   | 29.66 |  | March 16, 2011    |                                                                                               

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REPORT OF THE COMPENSATION COMMITTEE

Our compensation program is designed to attract, retain and motivate quality people in a highly competitive business environment. Our annual and
long-term incentive compensation strategy is designed to link our intermediate and long-term strategic objectives to the compensation of our key executives and managers. Our
compensation packages are comprised of base salaries, annual performance-based cash bonuses, and equity based long-term incentives (primarily in the form of unit options, which are based
on the value of Consolidated Container Company). Our compensation targets are set based on a number of factors including, but not limited to, compensation practices at companies within our industry
and other industries that are similar in terms of their complexity of operations, experience, and skill levels.

Base Salaries.Base salaries of all officers, including the executive officers named in the Summary Compensation Table on
page 27, are reviewed and approved annually by the compensation committee. Salaries are set at levels that the committee deems necessary to attract and retain appropriate talent; however, these rates
will vary due to individual performance, the scope of responsibilities and the competitive nature of the marketplace.

Annual Incentives.Annual bonuses are earned based on performance under the Consolidated Container Company Management
Incentive Plan. Payments under the management incentive plan vary based on the achievement of performance targets set at the beginning of each year by the compensation committee that have both
objective and subjective components. Performance above or below these targets will result in proportionately higher or lower bonuses. Generally, a bonus will not be paid unless a specified threshold
level of financial performance is achieved.

Earnings
before interest, depreciation, and amortization, known as EBITDA, is the primary objective financial metric used to determine bonuses in the management incentive plan. The
subjective component consists of the Chief Executive Officer's discretion, which is ultimately approved by the compensation committee, based on qualitative and quantitative financial and
non-financial goals that are set individually for the officer group. Such measures include, but are not limited to, safety, successful project implementation, and performance against
department budgets. The minimum levels of EBITDA for 2001 and 2000 were not achieved, and therefore the awards were made only under the subjective components of the plan or per contractual agreements.
A listing of the awards made to the executive officers named in the Summary Compensation Table can be found on page 27.

Long-Term Incentives.Our unit option plans are intended to align the incentives of the covered employees with
our long-term success by giving us the ability to reward employees for increasing the equity value of Consolidated Container Company and its affiliates. The compensation committee has the
authority under each of these plans to set the terms and conditions of any grants and awards. Net of options retired or repurchased, options covering 113,695 units were granted during 2001.

CHIEF EXECUTIVE OFFICER COMPENSATION

Steve Macadam, the President and Chief Executive Officer of Consolidated Container Company, participates in the compensation programs described in this report.
His cash compensation for 2001 is summarized in the Summary Compensation Table included on page 27.

The
committee's determination of Mr. Macadam's compensation in 2001 was based on an assessment of base salaries for executives of a similar caliber of talent. In addition,
Mr. Macadam was guaranteed a bonus for 2001 (to be paid in 2002) that was based, to a large extent, on the amount of bonus he would have received had he stayed with the Georgia-Pacific
Corporation, where he was employed for the majority of 2001. (Mr. Macadam forfeited his bonus upon his departure from Georgia-Pacific).

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For
2001, Mr. Macadam was paid a base salary of $188,180, and received a bonus of $407,692. Mr. Macadam received a total grant of 525,000 options under our option unit plan
on September 1, 2001. The weighted average exercise price of these options is $21.17.

Mr. Macadam's
base salary, annual bonus and equity incentives are intended to keep his compensation competitive with executives with similar skill sets and experience, and to
align his financial interests significantly with the overall success of the company.

Respectfully
submitted,

Ronald
V. Davis, Chairman
William G. Bell
James P. Kelley
Richard L. Robinson

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ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Consolidated Container Holdings is the beneficial owner of all of the shares of common stock of Consolidated Container Company. Consolidated Container Holdings'
address is 3101 Towercreek Parkway, Suite 300, Atlanta, Georgia 30339.

Provided
below is information concerning the beneficial ownership of the member units and the economic interests in Consolidated Container Holdings including:



Name and Address of Beneficial Owner

Number of Member Units
Beneficially Owned(a)

Percentage of Member
Units Outstanding(a)5% Equity Holders:Vestar Packaging LLC(b)

2,050,000

20.4
%Seventeenth Street Plaza
1225 17th Street, Suite 1660
Denver, Colorado 80202Reid Plastics Holdings, Inc.(c)

3,050,000

30.4
%Seventeenth Street Plaza
1225 17th Street, Suite 1660
Denver, Colorado 80202Franklin Plastics, Inc.(d)

4,900,000

48.9
%1199 West Central Street
Franklin, Massachusetts 02038Named Executive Officers and Management Committee Members:Ronald V Davis(b)(c)

27,100

0.27
%Peter M. Bernon(d)(e)(g)



B. Joseph Rokus(c)



William L. Estes(e)(g)



Stephen E. Macadam



Susan Pleasant(g)



Henry Carter(e)(g)



David M. Stulman(g)



William G. Bell

1,686

0.015
%James P. Kelley(b)



Leonard Lieberman(b)



Richard L. Robinson

1,686

0.015
%John R. Woodard(b)



All Officers and Members of the Management Committee As a Group(15 persons)(f):

30,742

0.3
%


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ITEM 13: CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Summarized below are the material terms and provisions of material agreements and arrangements, as well as those in existence prior to the closing of the
Transactions that relate to the businesses which were contributed to Consolidated Container Company in connection with the Transactions, with directors, officers, certain significant beneficial owners
of the securities of Consolidated Container Holdings, and their family members that involved in excess of $60,000.

LIMITED LIABILITY COMPANY AGREEMENT OF CONSOLIDATED CONTAINER HOLDINGS

Simultaneously with the closing of the Transactions, Vestar Packaging, Reid Plastics Holdings and Franklin Plastics entered into a limited liability agreement of
Consolidated Container Holdings, the sole member of Consolidated Container Company. The limited liability company agreement of Consolidated Container Holdings provides for its management,
non-compete arrangements, transfer restrictions and related matters. We summarize its material provisions below.

Management

The management committee of Consolidated Container Holdings has general powers of supervision, direction and control over the business of Consolidated Container
Holdings, Consolidated Container Company and its subsidiaries. As previously described, the management committee consists of eight members. Two of the members were appointed by Vestar Packaging LLC
(James P. Kelly and John R. Woodard), two were appointed by Reid Plastics Holdings (Ronald V. Davis and Leonard Lieberman), two were appointed mutually by Vestar Packaging LLC and Reid Plastics
Holdings (William G. Bell and B. Joseph Rokus). Of the remaining two members, one was appointed by Franklin Plastics (Richard L. Robinson), and one is the chief executive officer of Consolidated
Container Company, currently Stephen E. Macadam. One seat remains open which is to be filled by an appointment by Dean Foods.

A
majority of the members of the management committee, including the affirmative vote of at least one Dean Foods-appointed member and one Vestar Packaging-appointed member, is required
for some decisions by the management committee. These decisions include:



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Non-Competition Arrangements

Each of the members of Consolidated Container Holdings is subject to a non-competition arrangement limiting its ability to compete in the business for
plastic packaging products and plastic bottles for dairy, water or juice in the same geographical area served by Consolidated Container Holdings, Consolidated Container Company and its subsidiaries.
In general, these geographic areas are in the United States and Canada. The non-competition arrangements will terminate upon the earlier of five years or upon either of Vestar Packaging
LLC (together with Reid Plastics Holdings) or Franklin Plastics owning less than 10% of the member units of Consolidated Container Holdings. The following exceptions apply to these
non-competition arrangements:



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MANAGEMENT AGREEMENT

Consolidated Container Company, Consolidated Container Holdings, and Vestar Capital Partners entered into a management agreement on April 29, 1999 relating
to the management of Consolidated Container Company and Consolidated Container Holdings. Under the management agreement, Consolidated Container Company and Consolidated Container Holdings has paid
Vestar Capital Partners a fee of $5.0 million and has reimbursed Vestar Capital Partners for all out-of-pocket expenses incurred by it in connection with the closing of
the Transactions. In addition, Vestar Capital Partners has been providing on-going management services to each of Consolidated Container Company and Consolidated Container Holdings since
the closing of the Transactions, including strategic, financial planning and advisory services. For these services, Consolidated Container Company pays Vestar Capital Partners an annual fee of the
greater of $500,000 or 0.42% of the earnings before interest and taxes plus depreciation and amortization, as defined in the management agreement, of the prior year of Consolidated Container Company,
Consolidated Container Holdings, and their subsidiaries on a consolidated basis and reimburses Vestar Capital Partners for all out-of-pocket expenses incurred by it in
connection with these services. The management agreement will terminate upon the earlier of Vestar Packaging, Vestar Capital Partners III, L.P., their members, the partners therein and their
respective affiliates collectively own less than 25% of the member units of Consolidated Container Holdings or following the closing of an initial public offering of Consolidated Container Holdings.
Consolidated Container Company and Consolidated Container Holdings have also agreed to indemnify Vestar Capital Partners against some of the liabilities and costs incurred in connection with its
engagement.

LIMITED LIABILITY COMPANY AGREEMENT OF CONSOLIDATED CONTAINER COMPANY

Simultaneously with the closing of the Transactions, Consolidated Container Holdings, as the sole member of Consolidated Container Company, entered into a limited
liability company agreement for Consolidated Container Company. As its sole member, Consolidated Container Holdings, through its management committee, manages Consolidated Container Company under this
agreement.

SUPPLY AGREEMENTS

In July 1999, we entered into agreements to supply Suiza Foods Corporation, now known as Dean Foods Company, with bottles and bottle components. The prices
for bottles are based on the prices that were in effect in July 1999 between Suiza Foods Corporation and Suiza Packaging prior to the
Transactions and are subject to adjustments based on changes in raw material, manufacturing and delivery costs.

TRADEMARK LICENSE AGREEMENT

Simultaneously with the closing of the Transactions, Consolidated Container Company and Consolidated Container Holdings, which are referred to collectively in
this description as the licensee, entered into a trademark license agreement with Continental Can Company, Inc., then a wholly owned subsidiary of Suiza Foods Corporation, now known as Dean
Foods Company. Continental Can granted licensee a non-exclusive license to use some of its trademarks in the United States. The trademark license will be royalty free as long as Dean Foods
directly or indirectly owns 10% or more of licensee. Licensee will be required to pay Continental Can an annual trademark licensing fee of $100,000 if Dean Foods directly or indirectly owns less than
10% of Licensee. This agreement shall remain effective until the parties agree otherwise.

ASSUMPTION AGREEMENT

Simultaneously with the closing of the Transactions, Consolidated Container Company and Consolidated Container Holdings entered into an assumption agreement with
Reid Plastics Holdings to

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assume all of Reid Plastics Holdings' obligations to B. Joseph Rokus. Currently, Reid Plastics Holdings is obligated to make payments to Mr. Rokus which relate to the 1997 acquisition of a
controlling interest in Reid Plastics Holdings by Vestar Reid. These payments include $400,000 each year through October, 2003, additional amounts up to $3.4 million if specified investment
returns of Reid Plastics are achieved, and up to $4.8 million upon an initial public offering of Reid Plastics Holdings, if specified investment returns are achieved, or specified qualified
sales of Reid Plastics Holdings by Vestar Reid, the parent of Reid Plastics Holdings and a controlled affiliate of Vestar Capital Partners III, L.P. Consolidated Container Holdings has agreed to
indemnify Suiza Foods Corporation, now known as Dean Foods Company, for some of these payments.

ADDITIONAL MATTERS

We had sales to Dean Foods of approximately $96.6 million for the year ended December 31, 2001.

Aqua
Filter Fresh, Inc., of which William G. Bell and his family own 75%, and of which Mr. Bell is currently a director, has purchased containers from us at market terms.
In 2001, these purchases amounted to over $2.4 million.

Aqua
Filter Fresh resold a portion of those containers to Alpine Spring Water, Inc., of which Aqua Filter Fresh owns 20% and Mr. Bell is a 10% owner and chairman. Alpine
Spring Water made purchases totaling less than $5,000 directly from us in 2001.

In
addition, Aqua Filter Fresh wholly owns Bell Sales, Inc., of which Mr. Bell is a past President and currently is a director. Mr. Bell's son is President of Bell
Sales. Bell Sales resells containers on behalf of Consolidated Container Company. In 2001, we paid Bell Sales approximately $81,000 in commissions.

Mr. Bell
is also Executive Vice President and a 9.4% owner of Tyler Mountain Water Company, Inc., which purchases containers from us. In 2001, purchases by Tyler Mountain
Water and its subsidiaries amounted to approximately $730,000.

B.
Joseph Rokus is a trustee of Rokus Capital, of which his five minor children collectively own 100%. Rokus Capital is a 7.7% shareholder of Berkeley Industries, which purchased Omni
Plastics in 2001. Omni Plastics and Reid Plastics, Inc., entered into a contract as of February 10, 1997, amended as of October 28, 1998, whereby Omni agreed to supply Reid
Plastics with valves. Reid Plastics paid Omni approximately $592,000 in 2001.

36

---

PART IV

ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)(1)FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS



|                                  
|----------------------------------
|CONSOLIDATED CONTAINER COMPANY LLC
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  

37

---

(A)(2)FINANCIAL STATEMENT SCHEDULES

All
schedules are inapplicable or have been disclosed in the Notes to Consolidated Financial Statements and, therefore, have been omitted.

(A)(3)EXHIBITS

|Exhibit No. |     | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         | (a) | Certificate of Formation of Consolidated Container Company LLC. (The Certificate of Formation, included as Exhibit 3.1(a) to the Registration Statement on Form S-4 of Consolidated Container Company LLC, Consolidated
Capital, Inc. and the Registrant Guarantors listed therein (the "Registration Statement") as filed on January 21, 2000 is hereby incorporated herein by reference).                                                                                                        
|3.1         | (a) | Limited Liability Company Agreement of Consolidated Container Company LLC. (The Limited Liability Company Agreement, included as Exhibit 3.1(b) to the Registration Statement as filed on January 21, 2000 is incorporated
herein by reference.)                                                                                                                                                                                                                                                   
|3.2         | (b) | Certificate of Formation of Consolidated Container Holdings LLC. (The Certificate of Formation, included as Exhibit 3.7(a) to the registration Statement as filed on January 21, 2000 is incorporated herein by
reference.)                                                                                                                                                                                                                                                                        
|3.3         | (b) | Amended and Restated Limited Liability Company Agreement of Consolidated Container Holdings LLC. (The Limited Liability Company Agreement, included as Exhibit 3.7(b) to the Registration Statement as filed on January 21,
2000 is incorporated by reference.)                                                                                                                                                                                                                                    
|4.1         | (a) | Indenture dated as of July 1, 1999 among Consolidated Container Company LLC and Consolidated Container Capital, Inc. as Issuers, the Subsidiary Guarantors listed therein and The Bank of New York, as Trustee. (The
Indenture, included as Exhibit 4.1 to the Registration Statement as filed on January 21, 2000 is incorporated herein by reference.)                                                                                                                                           
|4.1         | (b) | Supplemental Indenture dated as of March 31, 2000 among Consolidated Container Company LLC and Consolidated Container Capital, Inc., as issuers, Reid Plastics Group LLC, Plastics Containers LLC, Continental Plastic
Containers LLC, Continental Caribbean Containers LLC and Franklin Plastics Holdings LLC, as guarantors, and the Bank of New York, as trustee. (The Supplemental Indenture, included as Exhibit 4.1 to the 8-K as filed on May 12, 2000 is incorporated
herein by reference.)
|4.2         |     | Form of 101/8% Senior Subordinate Note due 2009 and annexed Guarantees. (The Form of Note, included as Exhibit 4.2 to Registration Statement as filed on January 21, 2000 is incorporated herein by
reference.)                                                                                                                                                                                                                                                                                    
|10.1        | (a) | Credit Agreement dated as of July 1, 1999 among Consolidated Container Holdings LLC, Consolidated Container Company LLC, various Banks, Bankers Trust Company, as Administrative Agent, Morgan Guaranty Trust Company of New
York, as Documentation Agent and Donaldson, Lufkin & Jenrette Securities Corporation, as Syndication Agent. (The Credit Agreement, included as Exhibit 10.1 to the Registration Statement as filed on January 21, 2000 is incorporated herein by
reference.)          
|10.1        | (b) | First Amendment dated as of April 25, 2000 among Consolidated Container Holdings LLC, Consolidated Container Company LLC, various Banks, Bankers Trust Company, as Administrative Agent, Morgan Guaranty Trust Company of New
York, as Documentation Agent and Credit Suisse First Boston, as Syndication Agent. (The First Amendment, included as Exhibit 10.1(b) to the 10-K as filed on April 2, 2001 is incorporated herein by reference.)                                                     

38

---

|10.1 | (c) | Second Amendment dated as of March 28, 2001 among Consolidated Container Holdings LLC, Consolidated Container Company LLC, various Banks, Bankers Trust Company, as Administrative Agent, Morgan Guaranty Trust Company of
New York, as documentation Agent and Credit Suisse First Boston, As Syndication Agent. (The Second Amendment, included as Exhibit 10.1(c) to the 10-K as filed on April 2, 2001 is incorporated herein by reference.)                                                       
|---- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 | (d) | Assignment and Assumption Agreement dated as of March 31, 2000 between Consolidated Container Company LLC and Franklin Plastics Holdings LLC. (Assignment and Assumption Agreement, included as Exhibit 10.1 to the 8-K as
filed on May 12, 2000 is incorporated herein by reference.)                                                                                                                                                                                                                 
|10.1 | (e) | Third Amendment dated as of November 12, 2001 among Consolidated Container Holdings LLC, Consolidated Container Company LLC, various Banks, Bankers Trust Company, as Administrative Agent, JPMorgan Chase Bank, as
documentation Agent and Credit Suisse First Boston, As Syndication Agent. (Filed herewith.)                                                                                                                                                                                        
|10.1 | (f) | Fourth Consent dated as of February 15, 2002 among Consolidated Container Holdings LLC, Consolidated Container Company LLC, various Banks, Bankers Trust Company, as Administrative Agent, JPMorgan Chase Bank, as
documentation Agent and Credit Suisse First Boston, As Syndication Agent. (Filed herewith.)                                                                                                                                                                                         
|10.1 | (g) | Modification to Fourth Consent dated as of February 22, 2002 among Consolidated Container Holdings LLC, Consolidated Container Company LLC, various Banks, Bankers Trust Company, as Administrative Agent, JPMorgan Chase
Bank, as documentation Agent and Credit Suisse First Boston, As Syndication Agent. (Filed herewith.)                                                                                                                                                                         
|10.1 | (h) | Fifth Amendment and Agreement to Credit Agreement and First Amendment to the Security Agreement dated as of February 27, 2002 among Consolidated Container Holdings LLC, Consolidated Container Company LLC, various Banks,
Bankers Trust Company, as Administrative Agent, JPMorgan Chase Bank, as documentation Agent and Credit Suisse First Boston, As Syndication Agent. (The Fifth Amendment, included as Exhibit 10.1 to the 8-K as filed on March 4, 2002 is incorporated
herein by reference.)
|10.2 |     | Pledge Agreement dated as of July 1, 1999 by Consolidated Container Holdings LLC, Consolidated Container Company LLC, the Subsidiary Guarantors and each other Subsidiary of Consolidated Container Company LLC that is
required to execute a counterpart thereof and Bankers Trust Company as Collateral Agent. (The Pledge Agreement, included as Exhibit 10.2 to the Registration Statement as filed on January 21, 2000 is incorporated herein by reference.)                                      
|10.3 |     | Security Agreement dated as of July 1, 1999 among Consolidated Container Holdings LLC, Consolidated Container Company LLC, various Subsidiaries and Bankers Trust Company as Collateral Agent. (The Security Agreement,
included as Exhibit 10.3 to the Registration Statement as filed on January 21, 2000 is incorporated herein by reference.)                                                                                                                                                      
|10.4 |     | Subsidiary Guaranty dated as of July 1, 1999 by Reid Plastics Group LLC, Plastic Containers LLC, Continental Plastic Containers LLC and Continental Caribbean Containers, Inc. (The Subsidiary Guaranty, included as Exhibit
10.4 to the Registration Statement as filed on January 21, 2000 is incorporated herein by reference.)                                                                                                                                                                     
|10.6 |     | Trademark License Agreement dated as of July 1, 1999 between Continental Can Company, Inc., Consolidated Container Holdings LLC and Consolidated Container Company LLC. (The Trademark License Agreement, included as Exhibit
10.6 to the Registration Statement as filed on January 21, 2000 is incorporated herein by reference.)                                                                                                                                                                    

39

---

|10.7   |      | Management Agreement dated as of April 29, 1999 among Consolidated Container Holdings LLC, Consolidated Container Company LLC and Vestar Capital Partners III, L.P. (The Management Agreement, included as Exhibit 10.7 to
the Registration Statement as filed on January 21, 2000 is incorporated herein by reference.)                                 
|------ | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9   | (a)* | Consolidated Container Holdings LLC 1999 Unit Option Plan. (The Unit Option Plan, included as Exhibit 10.9(a) to the Registration Statement as filed on January 21, 2000 is incorporated herein by reference.)                                                                                                                                           
|10.9   | (b)* | Form of Option Agreement relating to the Consolidated Container Holdings LLC 1999 Unit Option Plan. (The Form of Option Agreement, included as Exhibit 10.9(b) to the Registration Statement as filed on January 21, 2000 is
incorporated herein by reference.)                                                                                          
|10.9   | (c)* | Special Unit Acquisition, Ownership and Redemption Agreement relating to the Consolidated Container Holdings LLC 1999 Unit Option Plan. (The Special Unit Acquisition, Ownership and Redemption Agreement, included as
Exhibit 10.9(c) to the Registration Statement as filed on January 21, 2000 is incorporated herein by reference.)                  
|10.10  | (a)* | Consolidated Container Holdings LLC Replacement Units Option Plan for Options Issued Pursuant to the Franklin Plastics, Inc. 1998 Stock Option Plan. (The Replacement Units Option plan, included as Exhibit 10.10(a) to the
Registration Statement as filed on January 21, 2000 is incorporated herein by reference.)                                   
|10.10  | (b)* | Form of Original Consolidated Container Holdings LLC Replacement Units Option Agreement for Option Issued Pursuant to the Franklin Plastics, Inc. 1998 Stock Option Plan. (The Form of Replacement Units Option Agreement,
included as Exhibit 10.10(b) to the Registration Statement as filed on January 21, 2000 is incorporated herein by reference.) 
|10.10  | (c)* | Form of Modified Consolidated Container Holdings LLC Replacement Units Option Agreement for Options Issued Pursuant to the Franklin Plastics, Inc. 1998 Stock Option Plan, (The Form of Replacement Units Option Agreement,
included as Exhibit 10.10(c) to the Registration Statement as filed on January 21, 2000 is incorporated herein by reference.)
|10.11* |      | Long-Term Incentive Plan. (The Long-Term Incentive Plan, included as Exhibit 10.11 to the Registration Statement as filed on January 21, 2000 is incorporated herein by reference.)                                                                                                                                                                      
|10.12* |      | Employment Agreement dated as of July 5, 1999 between Consolidated Container Company LLC and Peter Bernon. (The Employment Agreement, included as Exhibit 10.12 to the Registration Statement as filed on January 21, 2000 is
incorporated herein by reference.)                                                                                         
|10.13* |      | Employment Agreement dated as of July 2,1999 between Consolidated Container Company LLC and William Estes. (The Employment Agreement, included as Exhibit 10.13 to the Registration Statement as filed on January 21, 2000 is
incorporated herein by reference.)                                                                                         
|10.15* |      | Employment Agreement dated as of July 5, 1999 between Consolidated Container Company LLC and Henry Carter. (The Employment Agreement, included as Exhibit 10.15 to the Registration Statement as filed on January 21, 2000 is
incorporated herein by reference.)                                                                                         
|10.16* |      | Amended and Restated Employment Agreement dated as of September 15, 1998 by and between Reid Plastics, Inc. and B. Joseph Rokus. (The Amended and Restated Employment Agreement, included as Exhibit 10.16 to the
Registration Statement as filed on January 21, 2000 is incorporated herein by reference.)                                              

40

---

|10.17 |  | Employment Agreement dated as of August 13, 2001 between Consolidated Container Company LLC and Stephen Macadam (filed herewith).                                                                                                                                                                                                                                                                                                                                                            
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21    |  | List of Subsidiaries of the Registrant. (The List of Subsidiaries, included as Exhibit 21 to the Registration Statement as filed on January 21, 2000 is incorporated herein by reference.)                                                                                                                                                                                                                                                                                                   
|99.1  |  | Contribution and Merger Agreement by and among Suiza Foods Corporation, now known as Dean Foods Company, Franklin Plastics, Inc. and affiliates, Vestar Packaging LLC, Reid Plastics Holdings, Inc. and Affiliates,
Consolidated Container Holdings LLC, Consolidated Container Company LLC and Reid Plastics Group LLC dated as of April 29, 1999, as amended (incorporated herein by reference to Exhibit 2.1 of Suiza Foods Corporation's Current Report on Form 8-K dated
July 19, 1999.)
|99.2  |  | Amendment No. 1 to Contribution and Merger Agreement dated June 28, 1999 (incorporated herein by reference to Exhibit 2.2 of Suiza Foods Corporation's Current Report on Form 8-K dated July 19, 1999.)                                                                                                                                                                                                                                                                                      
|99.3  |  | Amendment No. 1 to Contribution and Merger Agreement dated June 28, 1999 (incorporated herein by reference to Exhibit 2.2 of Suiza Foods Corporation's Current Report on Form 8-K dated July 19, 1999.)                                                                                                                                                                                                                                                                                      

---

(b) Current Reports on Form 8-K

During the fourth quarter of 2001, we filed one form 8-K dated November 2, 2001. The report, made under cover of Item 5, discusses a
bank waiver obtained for covenant violations on the third quarter financials and the possibility of negotiations for a bank amendment.

41

---



SIGNATURES

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

| |  | CONSOLIDATED CONTAINER COMPANY LLC
| |  | ----------------------------------
| |  | By:                               
| |  | Dated: March 29, 2002             

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

|Signature                                 |  | Title                                                                                                     |  | Date          
|----------------------------------------- |  | --------------------------------------------------------------------------------------------------------- |  | --------------
|                                          |  |                                                                                                           |  |               
|/s/RONALD V. DAVISRonald V. Davis         |  | Chairman of the Management Committee                                                                      |  | March 29, 2002
|/s/B. JOSEPH ROKUSB. Joseph Rokus         |  | Vice Chairman of the Management Committee                                                                 |  | March 29, 2002
|/s/STEPHEN E. MACADAMStephen E. Macadam   |  | President, Chief Executive Officer and Manager (principal executive officer)                              |  | March 29, 2002
|/s/TYLER L. WOOLSONTyler L. Woolson       |  | Chief Financial Officer (principal financial officer)                                                     |  | March 29, 2002
|/s/RICHARD P. SEHRINGRichard P. Sehring   |  | Senior Vice President, Finance and Accounting and Chief Accounting Officer (principal accounting officer) |  | March 29, 2002
|/s/WILLIAM G. BELLWilliam G. Bell         |  | Manager                                                                                                   |  | March 29, 2002
|/s/JAMES P. KELLEYJames P. Kelley         |  | Manager                                                                                                   |  | March 29, 2002
|/s/LEONARD LIEBERMANLeonard Lieberman     |  | Manager                                                                                                   |  | March 29, 2002
|/s/RICHARD L. ROBINSONRichard L. Robinson |  | Manager                                                                                                   |  | March 29, 2002
|/s/JOHN R. WOODARDJohn R. Woodard         |  | Manager                                                                                                   |  | March 29, 2002

42

---



INDEPENDENT AUDITORS' REPORT

To
the Management Committee of
    Consolidated Container Company LLC
Atlanta, Georgia

We
have audited the accompanying consolidated balance sheets of Consolidated Container Company LLC and subsidiaries (the "Company") as of December 31, 2000 and 2001, and the
related consolidated statements of operations and comprehensive income (loss), member's equity, and cash flows, for the period from January 1, 1999 through July 1, 1999 (Predecessor
Period), and for the period from July 2, 1999 through December 31, 1999, and years ended December 31, 2000 and 2001 (Successor Period). These financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Consolidated Container Company LLC and subsidiaries as of
December 31, 2000 and 2001, and the results of their operations and their cash flows, for the period from January 1, 1999 through July 1, 1999 (Predecessor Period) and for the
period from July 2, 1999 through December 31, 1999, and years ended December 31, 2000 and 2001 (Successor Period), in conformity with accounting principles generally accepted in
the United States of America.

DELOITTE &
TOUCHE LLP

Dallas,
Texas
February 27, 2002

F-1

---



CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS        DECEMBER 31, 2000 AND 2001        (Amounts in thousands)

|                                |                                                                                  | 2000                      |           | 2001    |        
|------------------------------- | -------------------------------------------------------------------------------- | ------------------------- | --------- | ------- | -------
|ASSETS                          |                                                                                  |                           |           |         |        
|CURRENT ASSETS:                 |                                                                                  |                           |           |         |        
|                                | Cash and cash equivalents                                                        |                           | $         | 8,956   |        
|                                | Investment securities                                                            |                           |           | 123     |        
|                                | Accounts receivable, net of allowance for doubtful accounts of $8,732 and $4,623 |                           |           | 87,001  |        
|                                | Inventories                                                                      |                           |           | 39,516  |        
|                                | Prepaid expense                                                                  |                           |           | 2,524   |        
|                                | Other receivables                                                                |                           |           | 10,123  |        
|                                |                                                                                  |                           |           |         |        
|                                |                                                                                  | Total current assets      |           |         | 148,243
|PROPERTY AND EQUIPMENT, Net     |                                                                                  |                           | 314,466   |         |        
|INTANGIBLES AND OTHER ASSETS    |                                                                                  |                           | 538,916   |         |        
|                                |                                                                                  |                           |           |         |        
|                                |                                                                                  | $                         | 1,001,625 |         | $      
|                                |                                                                                  |                           |           |         |        
|LIABILITIES AND MEMBER'S EQUITY |                                                                                  |                           |           |         |        
|CURRENT LIABILITIES:            |                                                                                  |                           |           |         |        
|                                | Accounts payable                                                                 |                           | $         | 69,323  |        
|                                | Accrued liabilities                                                              |                           |           | 35,977  |        
|                                | Revolving credit facility                                                        |                           |           | 34,500  |        
|                                | Current portion of long-term debt                                                |                           |           | 22,996  |        
|                                |                                                                                  |                           |           |         |        
|                                |                                                                                  | Total current liabilities |           |         | 162,796
|LONG-TERM DEBT                  |                                                                                  |                           | 530,971   |         |        
|OTHER LIABILITIES               |                                                                                  |                           | 29,417    |         |        
|COMMITMENTS AND CONTINGENCIES   |                                                                                  |                           |           |         |        
|MEMBER'S EQUITY:                |                                                                                  |                           |           |         |        
|                                | Member's equity                                                                  |                           |           | 279,032 |        
|                                | Foreign currency translation adjustment                                          |                           |           | (591    | )      
|                                | Minimum pension liability adjustment                                             |                           |           |        |        
|                                |                                                                                  |                           |           |         |        
|                                |                                                                                  | Total member's equity     |           |         | 278,441
|                                |                                                                                  |                           |           |         |        
|                                |                                                                                  | $                         | 1,001,625 |         | $      
|                                |                                                                                  |                           |           |         |        

See
notes to consolidated financial statements.

F-2

---

CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)        (Amounts in thousands)

|                                                                                    |                                         | Period From
January 1,
1999
Through
July 1,
1999
(Predecessor) |        | Period From
July 2,
1999
Through
December 31,
1999
(Successor) |   | Year Ended
December 31,
2000
(Successor) |     | Year Ended
December 31,
2001
(Successor) |        
|----------------------------------------------------------------------------------- | --------------------------------------- | -------------------------------------------------------------- | ------ | -------------------------------------------------------------- | - | ---------------------------------------- | --- | ---------------------------------------- | -------
|NET SALES                                                                           |                                         | $                                                              | 85,423 |                                                                | $ | 388,665                                  |     | $                                        | 754,649
|COST OF SALES                                                                       |                                         |                                                                | 67,411 |                                                                |   | 315,218                                  |     |                                          | 626,965
|                                                                                    |                                         |                                                                |        |                                                                |   |                                          |     |                                          |        
|GROSS PROFIT                                                                        |                                         |                                                                | 18,012 |                                                                |   | 73,447                                   |     |                                          | 127,684
|SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                        |                                         |                                                                | (9,001 | )                                                              |   | (37,052                                  | )   |                                          | (50,146
|RESTRUCTURING (CHARGES) CREDITS                                                     |                                         |                                                                |       |                                                                |   | (8,766                                   | )   |                                          | 3,992  
|CONTRACT DISPUTE SETTLEMENT & OTHER                                                 |                                         |                                                                |       |                                                                |   |                                         |     |                                          |       
|                                                                                    |                                         |                                                                |        |                                                                |   |                                          |     |                                          |        
|OPERATING INCOME                                                                    |                                         |                                                                | 9,011  |                                                                |   | 27,629                                   |     |                                          | 81,530 
|INTEREST EXPENSE, Net                                                               |                                         |                                                                | (4,484 | )                                                              |   | (27,155                                  | )   |                                          | (58,581
|OTHER INCOME (EXPENSE)                                                              |                                         |                                                                | 478    |                                                                |   | 250                                      |     |                                          | (22    
|                                                                                    |                                         |                                                                |        |                                                                |   |                                          |     |                                          |        
|INCOME BEFORE INCOME TAXES                                                          |                                         |                                                                | 5,005  |                                                                |   | 724                                      |     |                                          | 22,927 
|INCOME TAX EXPENSE                                                                  |                                         |                                                                | (2,890 | )                                                              |   |                                         |     |                                          |       
|MINORITY INTEREST IN SUBSIDIARIES                                                   |                                         |                                                                | 250    |                                                                |   | 183                                      |     |                                          | 243    
|                                                                                    |                                         |                                                                |        |                                                                |   |                                          |     |                                          |        
|INCOME BEFORE EXTRAORDINARY ITEM                                                    |                                         |                                                                | 2,365  |                                                                |   | 907                                      |     |                                          | 23,170 
|EXTRAORDINARY ITEM, EARLY EXTINGUISHMENT OF DEBT, NET OF INCOME TAX BENEFIT OF $781 |                                         |                                                                | (1,171 | )                                                              |   |                                         |     |                                          |       
|                                                                                    |                                         |                                                                |        |                                                                |   |                                          |     |                                          |        
|NET INCOME (LOSS)                                                                   |                                         |                                                                | 1,194  |                                                                |   | 907                                      |     |                                          | 23,170 
|OTHER COMPREHENSIVE INCOME (LOSS)                                                  |                                         |                                                                |        |                                                                |   |                                          |     |                                          |        
|                                                                                    | Foreign currency translation adjustment |                                                                |        | 72                                                             |   |                                          | (50 | )                                        |        
|                                                                                    | Minimum pension liability adjustment    |                                                                |        |                                                               |   |                                          |    |                                          |        
|                                                                                    |                                         |                                                                |        |                                                                |   |                                          |     |                                          |        
|COMPREHENSIVE INCOME (LOSS)                                                         |                                         | $                                                              | 1,266  |                                                                | $ | 857                                      |     | $                                        | 23,097 
|                                                                                    |                                         |                                                                |        |                                                                |   |                                          |     |                                          |        

See
notes to consolidated financial statements.

F-3

---

CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF MEMBER'S, EQUITY        (Amounts in thousands)

|                                                               |                                         | Members
Equity |         | Common
Stock |   | Accumulated
Deficit |   | Other
Comprehensive
Income
(Loss) |        | Total |  
|-------------------------------------------------------------- | --------------------------------------- | -------------- | ------- | ------------ | - | ------------------- | - | --------------------------------- | ------ | ----- | -
|PERIOD FROM JANUARY 1, 1999 THROUGH
JULY 1, 1999 (Predecessor) |                                         |                |         |              |   |                     |   |                                   |        |       |  
|BALANCE, JANUARY 1, 1999                                       |                                         | $              |        |              | $ | 55,293              |   | $                                 | (3,507 | )     | $
|                                                               | Net income                              |                |         |             |   |                     |  |                                   |        | 1,194 |  
|                                                               | Foreign currency translation adjustment |                |         |             |   |                     |  |                                   |        |      |  
|                                                               |                                         |                |         |              |   |                     |   |                                   |        |       |  
|BALANCE, JULY 1, 1999                                          |                                         | $              |        |              | $ | 55,293              |   | $                                 | (2,313 | )     | $
|                                                               |                                         |                |         |              |   |                     |   |                                   |        |       |  
|PERIOD FROM JULY 2, 1999 THROUGH
DECEMBER 31, 2000 (Successor) |                                         |                |         |              |   |                     |   |                                   |        |       |  
|NEW CAPITALIZATION, JULY 2, 1999                               |                                         | $              | 256,439 |              | $ |                    |   | $                                 |       |       | $
|                                                               | Net income                              |                |         | 907          |   |                     |  |                                   |        |      |  
|                                                               | Foreign currency translation adjustment |                |         |             |   |                     |  |                                   |        |      |  
|                                                               |                                         |                |         |              |   |                     |   |                                   |        |       |  
|BALANCE, DECEMBER 31, 1999                                     |                                         |                | 257,346 |              |   |                    |   |                                   |       |       |  
|                                                               | Net income                              |                |         | 23,170       |   |                     |  |                                   |        |      |  
|                                                               | Foreign currency translation adjustment |                |         |             |   |                     |  |                                   |        |      |  
|                                                               | Taxes paid on behalf of members         |                |         | (1,484       | ) |                     |  |                                   |        |      |  
|                                                               |                                         |                |         |              |   |                     |   |                                   |        |       |  
|BALANCE, DECEMBER 31, 2000                                     |                                         |                | 279,032 |              |   |                    |   |                                   |       |       |  
|                                                               | Net loss                                |                |         | (31,199      | ) |                     |  |                                   |        |      |  
|                                                               | Foreign currency translation adjustment |                |         |             |   |                     |  |                                   |        |      |  
|                                                               | Minimum pension liability adjustment    |                |         |             |   |                     |  |                                   |        |      |  
|                                                               | Stock based compensation                |                |         | 279          |   |                     |  |                                   |        |      |  
|                                                               | Taxes paid on behalf of members         |                |         | 174          |   |                     |  |                                   |        |      |  
|                                                               |                                         |                |         |              |   |                     |   |                                   |        |       |  
|BALANCE, DECEMBER 31, 2001                                     |                                         | $              | 248,286 |              | $ |                    |   | $                                 |       |       | $
|                                                               |                                         |                |         |              |   |                     |   |                                   |        |       |  

See notes to consolidated financial statements

F-4

---

CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS        (Amounts in thousands)

|                                                     |                                                                                         | Period From
January 1, 1999
Through
July 1, 1999    |                        | Period From
July 2, 1999
Through
December 31,
1999 |        | Year Ended
December 31,
2000 |          | Year Ended
December 31,
2001 |        
|---------------------------------------------------- | --------------------------------------------------------------------------------------- | --------------------------------------------------- | ---------------------- | -------------------------------------------------- | ------ | ---------------------------- | -------- | ---------------------------- | -------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        
|                                                     | Net income (loss)                                                                       |                                                     | $                      | 1,194                                              |        | $                            | 907      |                              | $      
|                                                     | Adjustment to reconcile net income (loss) to net cash provided by operating activitites |                                                     |                        |                                                    |        |                              |          |                              |        
|                                                     |                                                                                         | Minority interest                                   |                        |                                                    | (250   | )                            |          | (183                         | )      
|                                                     |                                                                                         | Depreciation and amortization                       |                        |                                                    | 7,173  |                              |          | 25,783                       |        
|                                                     |                                                                                         | Debt and refinancing cost amortization              |                        |                                                    |       |                              |          | 1,069                        |        
|                                                     |                                                                                         | Stock based compensation                            |                        |                                                    |       |                              |          |                             |        
|                                                     |                                                                                         | Early retirement of debt                            |                        |                                                    | 1,171  |                              |          |                             |        
|                                                     |                                                                                         | Provision for loss on accounts receivable           |                        |                                                    |       |                              |          | 2,434                        |        
|                                                     |                                                                                         | Currency translation                                |                        |                                                    |       |                              |          | (50                          | )      
|                                                     |                                                                                         | Gain on disposal of assets                          |                        |                                                    |       |                              |          | (250                         | )      
|                                                     |                                                                                         | Changes in operating assets and liabilities         |                        |                                                    |        |                              |          |                              |        
|                                                     |                                                                                         |                                                     | Accounts receivable    |                                                    |        | (8,988                       | )        |                              | (21,445
|                                                     |                                                                                         |                                                     | Inventories            |                                                    |        | 534                          |          |                              | (2,236 
|                                                     |                                                                                         |                                                     | Prepaid expenses       |                                                    |        | 697                          |          |                              | (206   
|                                                     |                                                                                         |                                                     | Other receivables      |                                                    |        | (61                          | )        |                              | (691   
|                                                     |                                                                                         |                                                     | Other assets           |                                                    |        |                             |          |                              |       
|                                                     |                                                                                         |                                                     | Accounts payable       |                                                    |        | 804                          |          |                              | 11,456 
|                                                     |                                                                                         |                                                     | Accrued liabilities    |                                                    |        | (1,774                       | )        |                              | 14,874 
|                                                     |                                                                                         |                                                     | Other liabilities      |                                                    |        | (996                         | )        |                              | (4,024 
|                                                     |                                                                                         |                                                     | Income taxes and other |                                                    |        | 525                          |          |                              |       
|                                                     |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        
|                                                     |                                                                                         |                                                     |                        | Net cash provided by operating activities          |        |                              | 29       |                              |        
|                                                     |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        
|                                                     | Capital expenditures                                                                    |                                                     |                        | (5,129                                             | )      |                              | (24,940  | )                            |        
|                                                     | Proceeds from sale leaseback of assets                                                  |                                                     |                        |                                                   |        |                              |         |                              |        
|                                                     | Net change in investments                                                               |                                                     |                        |                                                   |        |                              | 3,128    |                              |        
|                                                     | Proceeds from disposal of property and equipment                                        |                                                     |                        | 58                                                 |        |                              | 590      |                              |        
|                                                     | Tax receipt (distribution) to the benefit of the members                                |                                                     |                        |                                                   |        |                              |         |                              |        
|                                                     | Cash paid for acquisitions, net of cash acquired                                        |                                                     |                        |                                                   |        |                              | 4,605    |                              |        
|                                                     | Other assets                                                                            |                                                     |                        | 96                                                 |        |                              | 1,103    |                              |        
|                                                     |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        
|                                                     |                                                                                         | Net cash used in investing activities               |                        |                                                    | (4,975 | )                            |          | (15,514                      | )      
|                                                     |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        
|                                                     | Net proceeds from (payments on) revolving lines of credit                               |                                                     |                        |                                                   |        |                              | (10,000  | )                            |        
|                                                     | Principal payments on notes payable to banks                                            |                                                     |                        | (113,356                                           | )      |                              | (4,924   | )                            |        
|                                                     | Payments on other notes payable and capital leases                                      |                                                     |                        | (4,312                                             | )      |                              | (1,233   | )                            |        
|                                                     | Debt issuance cost                                                                      |                                                     |                        |                                                   |        |                              | (22,108  | )                            |        
|                                                     | Issuance of member units, net of issuance cost                                          |                                                     |                        |                                                   |        |                              | 56,272   |                              |        
|                                                     | Borrowing under credit facilities                                                       |                                                     |                        |                                                   |        |                              | 412,500  |                              |        
|                                                     | Issuance of senior subordinate notes                                                    |                                                     |                        |                                                   |        |                              | 185,000  |                              |        
|                                                     | Repayment of PCI notes                                                                  |                                                     |                        |                                                   |        |                              | (136,700 | )                            |        
|                                                     | Payments of Suiza Packaging debt                                                        |                                                     |                        |                                                   |        |                              | (372,459 | )                            |        
|                                                     | Capital contribution                                                                    |                                                     |                        | 122,117                                            |        |                              | (122,117 | )                            |        
|                                                     |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        
|                                                     |                                                                                         | Net cash provided by (used in) financing activities |                        |                                                    | 4,449  |                              |          | (15,769                      | )      
|                                                     |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |                                                                                         |                                                     | (497                   | )                                                  |        | (3,845                       | )        |                              | 7,890  
|CASH AND CASH EQUIVALANTS, BEGINNING OF PERIOD       |                                                                                         |                                                     | 5,408                  |                                                    |        | 4,911                        |          |                              | 1,066  
|                                                     |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        
|CASH AND CASH EQUIVALANTS, END OF PERIOD             |                                                                                         | $                                                   | 4,911                  |                                                    | $      | 1,066                        |          | $                            | 8,956  
|                                                     |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        
|SUPPLEMENTAL CASH FLOW INFORMATION:                  |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        
|                                                     | Cash paid during the period for interest                                                |                                                     | $                      | 4,517                                              |        | $                            | 13,625   |                              | $      
|                                                     |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        
|                                                     | Net cash (received) paid during the period for income taxes                             |                                                     | $                      | 506                                                |        | $                            |         |                              | $      
|                                                     |                                                                                         |                                                     |                        |                                                    |        |                              |          |                              |        

See notes to consolidated financial statements.

F-5

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CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business OrganizationOn July 2, 1999, Reid Plastics, Inc., a wholly owned subsidiary of
Reid Plastics Holdings, Inc., acquired substantially all of the U.S. plastics packaging assets of Franklin Plastics, Inc. ("Franklin") and Plastic Containers, Inc. ("PCI"), each
of which had been subsidiaries of Suiza Foods Corporation ("Suiza"), now known as Dean Foods Company. Suiza managed the operations of Franklin and its subsidiaries and PCI and its subsidiaries as one
entity called "Suiza Packaging." Vestar Capital Partners III, through its controlled affiliate Vestar Reid LLC, owned 82.6% of Reid Plastics Holdings, Inc. prior to the acquisitions of Franklin
and PCI. The acquisitions were effected by contributions and mergers under a Contribution and Merger Agreement dated as of April 29, 1999, among Suiza, Franklin, Suiza's domestic plastics
subsidiaries, Vestar Packaging LLC, Reid Plastics Holdings, Inc., Reid Plastics, Inc.'s domestic plastic subsidiaries, Reid Plastics Group LLC, Consolidated Container Holdings LLC
("Holdings"), a Delaware limited liability company and the 100% owner of Consolidated Container Company LLC, and Consolidated Container Company LLC, a Delaware limited liability company (the
"Company"). We summarize below the contributions and mergers:



In
connection with the mergers and contributions described above, the following transactions were completed:



F-6

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The
acquisition of Suiza Packaging has been accounted for using the purchase method of accounting with Reid Plastics, Inc. being the accounting acquiror. The consolidated balance
sheet as of December 31, 1999 reflects the allocation of the purchase price and the related accounting adjustments, including goodwill. Assets acquired and liabilities assumed were as follows
(amounts in thousands):

Total purchase price, net of cash acquired ($4,605)

$
140,723Fair value of net liabilities acquired:Fair value of assets acquired


312,573Fair value of liabilities assumed


(596,376
)Total net liabilities acquired


(283,803
)Goodwill

$
424,526


The
excess of the purchase price over the fair value of the net assets was $424,526,000, which has been recorded as goodwill and is being amortized on a straight-line basis
over 40 years.

Business OperationsThe Company develops, manufactures and distributes a wide range of custom extrusion blow-mold
plastic containers for the dairy, juice and water industries, automotive products and motor oil, household chemicals, industrial and agricultural chemicals and hair care products. Based on the nature
of the product, the production process, types of customers, and methods used to distribute products, the Company operates in one reportable segment under Statement of Financial Accounting Standards
("SFAS") No. 131, "Disclosures About Segments of an Enterprise and Related Information."

Consolidated and Foreign OperationsThe Company maintains several wholly owned subsidiaries in the United States and Canada.
In addition, as of December 31, 2000 and 2001, the Company owns 51% of Reid Mexico S.A. de C.V., which operates exclusively in Mexico. Subsequent to year-end, the Company purchased
the remaining 49% of the Mexico operation. The Company's foreign operations are not significant.

All
significant inter-company accounts and transactions have been eliminated in consolidation.

Translation of Foreign CurrenciesThe Company considers the functional currency under SFAS No. 52, "Foreign Currency
Translation," to be the local currency for its Canadian subsidiaries and its Mexican subsidiary.

Assets
and liabilities of the Company's Canadian and Mexican subsidiaries are converted to U.S. dollars using the current exchange rate at period-end, and revenues and
expenses of these subsidiaries are translated at the average exchange rate during the period, with the resulting translation adjustment made to a separate component of member's equity.

Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses during the reporting period. Actual results
could differ from these estimates.

Cash and Cash EquivalentsIncluded in cash and cash equivalents are highly liquid cash investments with remaining maturities
at date of purchase of three months or less.

F-7

---

Investment SecuritiesInvestment securities consist of held-for-trading U.S. government obligations,
certificates of deposit, eurodollar deposits and highly rated commercial paper, all of which are due within one year. These investment securities are stated at market value.

Other ReceivablesVendor rebate receivables are included in the Company's other receivables. Receivables from the Company's
vendors under volume rebate programs are recorded in the same period that the purchases are recorded and volume thresholds are achieved.

InventoriesInventories consist of raw materials, spare parts and supplies, and finished goods. Inventories are stated at the
lower of cost, using the first-in, first-out ("FIFO") method, or market. Finished goods inventories include raw materials, direct and indirect labor costs, and factory
overhead.

Property and EquipmentProperty and equipment are stated at cost and are depreciated or amortized using the
straight-line method over the estimated useful lives of the related assets. Plant and equipment held under capital leases and leasehold improvements are amortized over the shorter of the
lease term or the estimated useful life of the asset.

Estimated
useful lives are as follows:

Asset

Useful LifeBuildings

25 to 40 yearsMachinery and equipment

5 to 20 yearsFurniture and fixtures

3 to 10 years


Expenditures
for repairs and maintenance that do not improve or extend the life of the assets are expensed as incurred.

Intangible AssetsIntangible assets include primarily goodwill and are stated at cost. Goodwill is amortized using the
straight-line method over 40 years. Deferred financing costs are amortized over the term of the related debt using the effective interest method. Payments relating to noncompete
agreements and multiple-year management contracts are amortized over the term of the applicable agreement or contract.

Periodically,
the Company reviews the recoverability of goodwill. The measurement of possible impairment is based primarily on the ability to recover the balance of the goodwill from
expected future operating cash flows on an undiscounted basis. In management's opinion, no material impairment exists at December 31, 2001

InsuranceThe Company purchases commercial insurance policies to cover its insurance risks; however, certain of its
subsidiaries are self-insured in certain states for workers' compensation, general liability and property and casualty coverages in excess of varying deductible amounts.
Self-insurance liabilities are accrued based on claims filed and estimates for claims incurred but not reported.

Income TaxesAs a limited liability company, the Company is generally not subject to Federal, or except on a limited basis,
state income taxes. However, the Company expects to distribute cash to its sole member, Holdings, to allow its members to pay income taxes to the extent required.

Stock-Based CompensationThe Company accounts for stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees". The Company has adopted the disclosure requirements of SFAS No. 123, "Accounting for Stock
Based Compensation".

Impairment of Long-Lived AssetsThe Company evaluates the impairment of long-lived assets if circumstances
indicate that the carrying value of those assets may not be recoverable. Recoverability of the assets to be held and used is measured by a comparison of the carrying amount of the asset to future
undiscounted cash flows expected to be generated by the asset.

F-8

---

Derivative Financial InstrumentsThe Company entered into interest-rate cap agreements to reduce the impact of
fluctuations in interest rates on its floating-rate long-term debt. Effective October 4, 1999, the Company entered into an interest-rate cap agreement with
the lender. The interest rate cap was for a notional amount of $75 million and effectively caps the interest rate at 7%. The agreement terminated October 9, 2001 and was not renewed. The
fair value of this agreement at December 31, 2000, was not material.

Concentration of Credit RiskFinancial instruments that subject the Company to credit risk consists primarily of temporary
cash investments and accounts receivable. The Company places its temporary cash investments with high-credit qualified financial institutions and, by policy, limits the amount of
investment exposure to any one financial institution. Accounts receivable are generally diversified due to the large number of entities comprising the Company's customer base and their geographic
dispersion. Sales to one customer amounted to approximately 12% and 16% of the Company's net sales for the years ended December 31, 2000 and 2001, respectively. Accounts receivable from this
customer amounted to approximately $12,000,000 and $19,900,000 at December 31, 2000 and 2001, respectively. The Company evaluates each customer's credit worthiness on a
case-by-case basis. If such evaluations indicate substantial credit risk, the Company may choose not to do business with the customer, or at a minimum, require cash payments
upon delivery of goods. Although, the Company does not currently obtain collateral upon extension of credit, it would be considered if deemed necessary based upon the credit evaluation.

Fair Value of Financial InstrumentsThe carrying amounts of cash and cash equivalents, accounts receivable and accounts
payable approximate fair value because of the short maturities of these instruments. The carrying amounts of the senior subordinated notes are a reasonable estimate of their fair value based on
interest rates and other terms currently available to the Company. The carrying amounts of the term loans under the senior credit facility approximate their respective estimated fair values since
floating rates, which approximate current market rates, are charged on these notes.

Recently Issued Accounting PronouncementsIn July 2001, the Financial Accounting Standards Board issued SFAS
No. 143, "Accounting for Asset Retirement Obligations". This standard addresses financial accounting and reporting for obligations related to the retirement of tangible long-lived
assets and the related asset retirement costs. SFAS 143 is effective for fiscal years beginning after June 15, 2002. Management is in the process of evaluating the impact this standard
will have on the Company's consolidated financial statements.

In
August 2001, the Financial Accounting Standards Board issued SFAS No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets". The standard
addresses financial accounting and reporting for the impairment or disposal of long-lived assets and is effective for fiscal years beginning after December 15, 2001. Management is
in the process of evaluating the impact this standard will have on the Company's consolidated financial statements.

In
June 2001, the Financial Accounting Standards Board approved the issuance of SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other
Intangible Assets". These standards establish accounting and reporting for business combinations, goodwill and other intangibles. SFAS No. 141 requires all business combinations entered into
subsequent to June 30, 2001 to be accounted for using the purchase method of accounting. SFAS No. 142 provides that goodwill and other intangible assets with indefinite lives will not be
amortized, but will be tested for impairment on an annual basis. These standards are effective for the Company beginning January 1, 2002. Under the current method of assessing goodwill for
impairment, which uses an undiscounted cash flow approach, no material impairment existed at December 31, 2001. For 2002, the Company will begin to test goodwill for impairment under the new
rules, applying a fair-value-based approach. The Company is in the process of completing its initial assessment of the anticipated impact of SFAS No. 142 on its financial condition
and results of operations and this process should be complete by the end of the second quarter of fiscal

F-9

---

2002. We expect the impact to be significant. The historical impact of not amortizing goodwill would have increased net income for the period from January 1, 1999 through July 1, 1999
by $1,491,000, for the period July 2, 1999, through December 31, 1999, by $6,665,000 and for the years ended December 2000 and 2001 by $13,652,000 and $13,545,000, respectively.
Impairment reviews may result in future periodic write-downs.

On
January 1, 2001, the Company adopted SFAS Nos. 133 and 138 (SFAS 133/138) pertaining to the accounting for derivative instruments and hedging activities.
SFAS 133/138 requires an entity to recognize all of its derivatives as either assets or liabilities in its statement of financial position and measure those instruments at fair value. If the
conditions specified in SFAS 133/138 are met, those instruments may be designated as hedges. Changes in the value of hedge instruments would not impact earnings, except to the extent that the
instrument is not perfectly effective as a hedge.

The
Company entered into an interest rate cap agreement to reduce the impact of potential increases on floating rate debt. The interest rate cap had a notional amount of
$75 million as of December 31, 2000, and was effective through October 9, 2001. The Company accounted for the interest rate cap as a cash flow hedge whereby the fair value of the
interest rate cap was reflected in other assets in the accompanying consolidated balance sheet. The fair value of the interest rate cap was not material as of
December 31, 2000. Initial adoption of SFAS 133/138 did not have a material impact on the results of operations for the Company.

Revenue RecognitionSales and related cost of sales are recognized upon the earlier of shipment of products or acceptance by
the customer.

ReclassificationsCertain accounts have been reclassified to conform to current year presentation.

2.    INVENTORIES

Inventories consist of the following at December 31, 2000 and 2001:

|                   |  | 2000 |        | 2001
|------------------ |  | ---- | ------ | ----
|
|Raw materials      |  | $    | 20,548 |     
|Parts and supplies |  |      | 2,985  |     
|Finished goods     |  |      | 15,983 |     
|                   |  |      |        |     
|                   |  | $    | 39,516 |     
|                   |  |      |        |     

F-10

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3.    PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31, 2000 and 2001:

|                               |  | 2000 |         | 2001 |  
|------------------------------ |  | ---- | ------- | ---- | -
|
|Land                           |  | $    | 9,530   |      | $
|Buildings                      |  |      | 22,465  |      |  
|Leasehold improvements         |  |      | 18,900  |      |  
|Machinery and equipment        |  |      | 270,069 |      |  
|Equipment under capital leases |  |      | 10,916  |      |  
|Furniture and equipment        |  |      | 6,577   |      |  
|                               |  |      |         |      |  
|                               |  |      | 338,457 |      |  
|Less accumulated depreciation  |  |      | (81,703 | )    |  
|                               |  |      |         |      |  
|                               |  |      | 256,754 |      |  
|Construction in progress       |  |      | 57,712  |      |  
|                               |  |      |         |      |  
|                               |  | $    | 314,466 |      | $
|                               |  |      |         |      |  

In
2001, the Company sold and leased back equipment used in the manufacturing process with net cash proceeds of $28,275,000. The property is being leased over a period of 8 years.
The leases are classified as operating leases. The annual lease payments total $4,399,000. The assets were sold at cost.

4.    INTANGIBLE AND OTHER ASSETS

Intangible and other assets consist of the following at December 31, 2000 and 2001:

|                              |  | 2000 |         | 2001 |  
|----------------------------- |  | ---- | ------- | ---- | -
|
|Goodwill                      |  | $    | 540,708 |      | $
|Deferred financing costs      |  |      | 23,496  |      |  
|Noncompete agreement          |  |      | 2,102   |      |  
|Deposits and other            |  |      | 5,338   |      |  
|                              |  |      |         |      |  
|                              |  |      | 571,644 |      |  
|Less accumulated amortization |  |      | (32,728 | )    |  
|                              |  |      |         |      |  
|                              |  | $    | 538,916 |      | $
|                              |  |      |         |      |  

GoodwillIn 2001, goodwill was reduced by approximately $1,835,000 when estimates of the remaining liabilities for closed
facilities changed.

Non-compete AgreementIn 1997, the Company entered into a five-year noncompete agreement with a former
management shareholder. During 1998, the noncompete agreement was revised to guarantee payments totaling $400,000 per year for five years. In addition, a non-guaranteed portion of up to
$8,193,000 will be paid based on the valuation of the Company during future ownership changes. No amount was required to be recorded at December 31, 2000 and 2001 for potential
non-guaranteed payments.

F-11

---

5.    ACCRUED LIABILITIES

Accrued liabilities consist of the following at December 31, 2000 and 2001:

|                                                |  | 2000 |        | 2001
|----------------------------------------------- |  | ---- | ------ | ----
|
|Provision for severance and lease commitments   |  | $    | 2,843  |     
|Employee compensation and benefits              |  |      | 8,927  |     
|Accrued interest                                |  |      | 11,850 |     
|Accrued real estate and personal property taxes |  |      | 2,030  |     
|Accrual for customer claims                     |  |      | 3,177  |     
|Other                                           |  |      | 7,150  |     
|                                                |  |      |        |     
|                                                |  | $    | 35,977 |     
|                                                |  |      |        |     

6.    REVOLVING CREDIT FACILITY AND LONG-TERM DEBT

Long-term debt consists of the following at December 31, 2000 and 2001:

|                                  |  | 2000 |         | 2001 |  
|--------------------------------- |  | ---- | ------- | ---- | -
|
|Senior subordinated notes         |  | $    | 185,000 |      | $
|Senior credit facilityterm loans |  |      | 366,475 |      |  
|Capital lease obligations         |  |      | 2,492   |      |  
|                                  |  |      |         |      |  
|                                  |  |      | 553,967 |      |  
|Less current portion              |  |      | (22,996 | )    |  
|                                  |  |      |         |      |  
|                                  |  | $    | 530,971 |      | $
|                                  |  |      |         |      |  

In
connection with the mergers and contributions (Note 1), the Company issued notes in a private placement under Rule 144A of the Securities Act of 1933 and entered into a
new Senior Credit Facility and Revolving Credit Facility.

Senior Subordinated NotesThe senior subordinated notes (the "Notes") were issued on July 2, 1999, and have an original
par value of $185,000,000. The Notes, which are due in 2009, bear interest at a fixed interest rate of 101/8%, payable semiannually in July and January of each year. The fair value of
the Company's long-term debt is based on quoted market prices. At December 31, 2001, the estimated fair value of the Notes was $140,600,000.

Senior Credit FacilityThe Senior Credit Facility (the "Facility") consists of three tranches of term loans in a total
principal amount of $485,000,000 and a $110,000,000 revolving credit facility (the "Revolver"). The term loan facilities and Revolver are summarized below:



F-12

---



Revolving Credit FacilityAt December 31, 2001, the Company had $23,000,000 outstanding under the Revolver, as amended.
Of the revolving credit facilities, $36,500,000 was converted to a term loan in 2002, with the remainder of the commitment maturing on July 2, 2005. Additionally, the Company had approximately
$14,853,000 of outstanding letters of credit under the Revolver.

The
Company pays a commitment fee on the unused commitments under the revolving credit facility, ranging from 0.25% to 0.50% dependent on its leverage ratio, payable quarterly in
arrears, and an annual administration fee.

Borrowings
under the Facility bear interest at a base rate which is the higher of 1/2 of 1% in excess of the overnight federal funds rate and the prime lending rate of
Bankers Trust Company, plus an applicable interest margin; or a eurodollar rate on deposits for one-, two-, three- or six-month periods; or, if and when available
to all the lenders, nine- or twelve-month periods, which are offered to Bankers Trust Company in the interbank eurodollar market, plus the applicable interest margin. The margin on base
rate and eurodollar rate loans is based on the leverage ratio of the Company. At December 31, 2001, the margin on base rate and eurodollar rate loans was 1.25% and 2.25%, respectively, for
tranche A and the revolving credit facility and 1.75% and 2.75%, respectively, for tranche B. Depending on their maturity dates, the various borrowing types bear interest at the following rates as of
December 31, 2001:

|                    |  | Interest Rates
|------------------- |  | --------------
|                    |  |               
|Revolvereurodollar |  | 4.3 - 4.9%    
|Revolverbase rate  |  | 6.0%          
|Tranche A Term Loan |  | 4.2 - 4.3%    
|Tranche B Term Loan |  | 5.0%          

The
obligations under the Facility are secured and are unconditionally and irrevocably guaranteed jointly and severally by Holdings and each of its direct and indirect domestic
subsidiaries other than the Company and Capital and, in each case, are subject to customary exceptions. The separate financial statements of each guaranteeing subsidiary are not presented because the
Company's management has concluded that such financial statements are not material to investors, as non-guarantor subsidiaries are considered inconsequential. (See Note 14)

The
Notes and the Facility contain covenants that restrict, among other things, the Company's ability to do the following: to make certain capital expenditures; to make certain
restricted payments; to incur debt in addition to the Company's outstanding debt; to incur certain liens; to make certain investments; to enter sales and leaseback transactions; and to merge,
consolidate or sell all or substantially all of the company's and its subsidiaries' assets, subject to certain conditions; and to enter into transactions with affiliates. The Facility also requires
the Company to maintain financial ratios relating to the maximum levels of earnings before interest and taxes plus depreciation and amortization and minimum interest coverage. In addition, the notes
and Facility restrict the Company's ability to pay dividends. The facility was amended in order to provide a waiver from the bank for the covenant violations as of September 30, 2001, through
February 28, 2002. In addition, the Company agreed to reduce the revolving credit facilities by $25 million to $110 million and to restrict outstandings under the revolver to no
more than $80 million from November 12, 2001 through February 28, 2002. In February 2002, the facility was again amended changing the covenant restrictions, available
borrowings

F-13

---

under the revolving facility, and applicable margin on interest rates and adding guarantees of certain revolving credit borrowings by the principal owners of the Company. (See Note 15)

Scheduled MaturitiesThe scheduled annual maturities of long-term debt (excluding capital leases) at
December 31, 2001, were as follows (amounts in thousands):

Year ending December 31,2002

$
28,6002003


36,1002004


39,8502005


74,2702006


111,040Thereafter


240,515$
530,375


Subsequent
to December 31, 2001, $36,500,000 outstanding on the Revolver was converted into a term loan, thereby adding additional maturities of $6,083,000 in 2002, $12,167,000 in 2003 and
2004, and $6,083,000 in 2005.

7.    OTHER LIABILITIES

Other liabilities consist of the following at December 31, 2000 and 2001:

|                                                      |  | 2000 |        | 2001
|----------------------------------------------------- |  | ---- | ------ | ----
|
|Noncancellable lease commitments on closed facilities |  | $    | 7,595  |     
|Obligation under noncompete agreement                 |  |      | 685    |     
|Accrued terminated employee benefit plan obligation   |  |      | 1,457  |     
|Insurance reserve                                     |  |      | 6,373  |     
|Deferred income                                       |  |      | 6,042  |     
|Accrued pension                                       |  |      |       |     
|Accrued post-retirement benefits                      |  |      | 6,661  |     
|Other                                                 |  |      | 604    |     
|                                                      |  |      |        |     
|                                                      |  | $    | 29,417 |     
|                                                      |  |      |        |     

8.    RESTRUCTURING ACCRUALS

In the third quarter of 2001, the Company adopted a restructuring plan regarding the relocation of its corporate offices from Dallas to Atlanta and the changeover
of its executive leadership. The $3,778,000 restructuring charge included severance, the repurchase of options held by a former executive, and lease termination costs for the Dallas location. As a
part of the decision to relocate its corporate offices during 2001, the Company repurchased a former executive's replacement options for approximately $643,000 and has included this amount in the
restructuring charges in the consolidated statement of operations for the year ended December 31, 2001. In addition, compensation expense related to the granting of certain replacement options
to a former executive for approximately $279,000 has been recorded in the restructuring charges and as an adjustment to member's equity for the year ended December 31, 2001.

In
connection with the acquisition of Suiza Packaging in 1999, the Company developed a restructuring plan to pursue opportunities for cost reduction and operation synergies through the
consolidation of administrative and manufacturing functions and facilities. Through purchase accounting, the Company recorded a restructuring accrual of $4,616,000, which includes $1,914,000 for

F-14

---

severance and other personnel related cost and $2,702,000 for facility closing cost in connection with the closing of certain Suiza Packaging facilities. In the third quarter of 1999, the Company
recognized a restructuring charge of $1,541,000 for severance and other personnel-related costs relative to the closing of its corporate administrative and accounting office in California and the
consolidation of those operations with Suiza Packaging. In the fourth quarter of 1999, the Company recognized a restructuring charge of $7,225,000 in connection with plans to close certain Reid
manufacturing facilities. Of this charge, $611,000 represents severance and other personnel-related costs and $6,614,000 represents remaining commitments under noncancellable operating leases and
other facility closing costs.

On
October 14, 1997, the Company recorded a nonrecurring charge of $9,162,000 representing a provision for loss on closed facilities subject to operating leases. This loss related
to the closure of a manufacturing facility, a warehouse and an administrative facility in Southern California and a warehouse in Northern California. These facilities were consolidated in order to
make more efficient use of leased facilities.

In
connection with the 1997 acquisition, the Company's predecessor accrued the estimated cost associated with a restructuring plan when recording the acquisition under the purchase
method. The components of the restructuring charges were primarily severance cost and closed facilities subject to operating leases. During 1998, the Company's predecessor finalized its plan and
purchase accounting entries.

Reconciliation
of the pre-acquisition and post-acquisition restructuring expenses during 1999, 2000, and 2001 were as follows:

|                                                        |  | 1997
Restructuring |        | Purchase
Accounting
Restructuring |   | 1999
Restructuring |   | 2001
Restructuring |       
|------------------------------------------------------- |  | ------------------ | ------ | --------------------------------- | - | ------------------ | - | ------------------ | ------
|
|Predecessor                                             |  |                    |        |                                   |   |                    |   |                    |       
|Balance at December 31, 1998                            |  | $                  | 7,420  |                                   | $ | 3,874              |   | $                  |      
|1999 charges                                            |  |                    | (770   | )                                 |   | (779               | ) |                    |      
|                                                        |  |                    |        |                                   |   |                    |   |                    |       
|Balance at July 1, 1999                                 |  |                    | 6,650  |                                   |   | 3,095              |   |                    |      
|Successor                                               |  |                    |        |                                   |   |                    |   |                    |       
|Closed facilities subject to operating leases           |  |                    |       |                                   |   | 2,702              |   |                    | 6,614 
|Severance cost                                          |  |                    |       |                                   |   | 1,914              |   |                    | 2,152 
|1999 charges                                            |  |                    | (273   | )                                 |   | (866               | ) |                    | (817  
|                                                        |  |                    |        |                                   |   |                    |   |                    |       
|Balance at December 31, 1999                            |  |                    | 6,377  |                                   |   | 6,845              |   |                    | 7,949 
|Charge reversal for sublease arrangements               |  |                    | (2,238 | )                                 |   |                   |   |                    | (1,754
|2000 charges                                            |  |                    | (246   | )                                 |   | (3,907             | ) |                    | (3,004
|                                                        |  |                    |        |                                   |   |                    |   |                    |       
|Balance at December 31, 2000                            |  |                    | 3,893  |                                   |   | 2,938              |   |                    | 3,191 
|Severance cost                                          |  |                    |       |                                   |   |                   |   |                    |      
|Executive option repurchase                             |  |                    |       |                                   |   |                   |   |                    |      
|Closed facility subject to operating lease              |  |                    |       |                                   |   |                   |   |                    |      
|Charge reversal for changes in scheduled plant closings |  |                    |       |                                   |   | (1,836             | ) |                    |      
|2001 charges                                            |  |                    | (58    | )                                 |   | (691               | ) |                    | (2    
|                                                        |  |                    |        |                                   |   |                    |   |                    |       
|Balance at December 31, 2001                            |  | $                  | 3,835  |                                   | $ | 411                |   | $                  | 3,189 
|                                                        |  |                    |        |                                   |   |                    |   |                    |       

Items
charged to the accrual in 1999, 2000 and 2001 were cash items.

F-15

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9.    EMPLOYEE BENEFITS

The Company sponsors both defined benefit and defined contribution retirement plans on behalf of certain of its subsidiaries, and contributes to various multi
employer union pension plans.

Defined Benefit PlansThe Company succeeded to a defined benefit pension plan for substantially all salaried employees of PCI
hired prior to August 1, 1997. Plan benefits are based on all years of continuous service and the employee's compensation during the highest five continuous years of the last ten years of
employment, minus a profit sharing annuity. The profit sharing annuity is based on the amount of profit sharing contributions received for 1988 through 1992. Any employee who terminated employment
prior to August 31, 1993, is governed by the terms of the plan in effect at the time the termination occurred. The plan was frozen for future accruals as of December 31, 1999. In
addition, the Company maintains a benefit equalization plan for salaried employees hired prior to August 1, 1997, whose compensation level exceeds the limits within the defined benefit pension
plan. The Plan was frozen for future accruals as of September 1, 1998.

The
Company also succeeded to a noncontributory defined benefit pension plan for substantially all hourly employees of PCI who have attained 21 years of age. Plan benefits vary by
location and by union contract, but are based primarily on years of service and the employee's highest wage classification for 12 consecutive months in the five-year period prior to
retirement. Normal retirement is at age 65, with at least a five-year period of continuous service. However, employees may retire as early as age 55 and receive reduced benefits.

Subject
to the limitation on deductibility imposed by federal income tax laws, the Company's policy is to contribute funds to the plans annually in amounts required to maintain
sufficient plan assets to provide for accrued benefits. Plan assets are held in a master trust and are composed primarily of common stock, corporate bonds, and U.S. government and government agency
obligations.

Post-retirement Benefits Other Than PensionsThe Company provides certain health care and life insurance benefits
for retired PCI employees. Certain of PCI's hourly and salaried employees became eligible for these benefits when they became eligible for an immediate pension under a formal company pension plan. In
1993, the plan was amended to eliminate health care benefits for employees hired after January 1, 1993. The Company's policy is to fund the cost of medical benefits as claims are issued.

At
July 2, 1999, as part of the purchase accounting adjustments regarding the Suiza Packaging acquisition, the accrued pension liability and accrued post-retirement
benefit liability were adjusted to fair value, and all previously unrecognized gains and losses were recognized as part of the purchase allocation.

F-16

---

The
following table provides a reconciliation of the benefit obligation, plan assets and funded status of the pension and post-retirement benefit plans:

|                                                                     |                                                | Pension Benefits |        | Other Post-Retirement Benefits |  
|-------------------------------------------------------------------- | ---------------------------------------------- | ---------------- | ------ | ------------------------------ | -
|
|
|Change in Benefit obligation                                         |                                                |                  |        |                                |  
|                                                                     | Benefit obligation at beginning of year        |                  | $      | 63,901                         |  
|                                                                     | Service cost                                   |                  |        | 969                            |  
|                                                                     | Interest cost                                  |                  |        | 4,994                          |  
|                                                                     | Amendments                                     |                  |        | 535                            |  
|                                                                     | Actuarial loss (gain)                          |                  |        | 2,468                          |  
|                                                                     | Curtailment                                    |                  |        | 37                             |  
|                                                                     | Benefits paid                                  |                  |        | (4,600                         | )
|                                                                     |                                                |                  |        |                                |  
|Benefit obligation at December 31                                    |                                                |                  | 68,304 |                                |  
|Change in plan assets:                                               |                                                |                  |        |                                |  
|                                                                     | Fair value of plan assets at beginning of year |                  |        | 68,295                         |  
|                                                                     | Actual return on plan assets                   |                  |        | 5,891                          |  
|                                                                     | Employer contribution                          |                  |        | 25                             |  
|                                                                     | Plan participant contribution                  |                  |        |                               |  
|                                                                     | Benefits paid                                  |                  |        | (4,600                         | )
|                                                                     |                                                |                  |        |                                |  
|Fair value of plan assets at December 31                             |                                                |                  | 69,611 |                                |  
|Funded status                                                        |                                                |                  | 1,307  |                                |  
|Unrecognized actuarial loss (gain)                                   |                                                |                  | (1,963 | )                              |  
|Unrecognized prior service cost                                      |                                                |                  | 516    |                                |  
|                                                                     |                                                |                  |        |                                |  
|Accrued benefit cost                                                 |                                                | $                | (140   | )                              | $
|                                                                     |                                                |                  |        |                                |  
|The amounts recognized in the Consolidated Balance Sheet consist of: |                                               
|Prepaid benefit cost                                                 |                                                | $                | 924    |                                | $
|Accrued benefit liability                                            |                                                |                  | (1,064 | )                              |  
|Intangible asset                                                     |                                                |                  |       |                                |  
|Accumulated other comprehensive income                               |                                                |                  |       |                                |  
|                                                                     |                                                |                  |        |                                |  
|                                                                     | Net amount recognized                          |                  | $      | (140                           | )
|                                                                     |                                                |                  |        |                                |  
|Weighted average assumptions as of December 31:                      |                                                |                  |        |                                |  
|                                                                     | Discount rate                                  |                  |        | 7.75                           | %
|                                                                     | Expected asset return                          |                  |        | 9.00                           | %
|                                                                     | Rate of compensation increase                  |                  |        | 5.00                           | %
|                                                                     | Health Care Cost Trend Rates:                  |                  |        |                                |  
|                                                                     |                                                | Subsequent year  |        |                                |  
|                                                                     |                                                | Ultimate         |        |                                |  

F-17

---

The
components of the net period cost for the year ended December 31, 2000 and 2001 are as follows:

|                                             |                           | Pension Benefits |        | Other Post-Retirement Benefits
|-------------------------------------------- | ------------------------- | ---------------- | ------ | ------------------------------
|
|
|Service Cost                                 |                           | $                | 969    |                               
|Interest Cost                                |                           |                  | 4,994  |                               
|Expected return on plan assets               |                           |                  | (5,949 | )                             
|Amortization of prior service cost           |                           |                  | 18     |                               
|Recognized actuarial loss due to curtailment |                           |                  | 37     |                               
|                                             |                           |                  |        |                               
|                                             | Net Periodic benefit cost |                  | $      | 69                            
|                                             |                           |                  |        |                               

Assumed
health care cost trend rates have a significant effect on the amounts reported for the health care plans. A 1% increase in assumed health care cost trend rates would increase the
total of the service and interest cost components for 2001 and the postretirement benefit obligation as of December 31, 2001 by $59,000 and $503,000 respectively. A 1% decrease in assumed
health care cost trend rates would decrease the total of the service and interest cost components for 2001 and the postretirement benefit obligation as of December 31, 2001, by $52,000 and
$463,000, respectively.

Defined Contribution PlanCertain non-organized employees are eligible to participate in a 401(k) employee savings
plan. Employees who have completed six months or more years of service and have
met other requirements of the plan are eligible to participate in the plan. The employees participating in the plan can generally make contributions up to 20% of their annual compensation, and the
Company can elect to match such employee contributions up to a maximum of 50% of the employee's first 6%. The matching contributions vest 100% after four years.

Certain
unionized employees are eligible to participate in a Savings Plan. Eligibility rules vary based upon the terms of the respective applicable location's collective bargaining
agreement.

The
Company's defined contribution plan expense was, $138,000 for the period January 1, 1999, through July 1, 1999, and $581,000 for the period July 2, 1999, through
December 31, 1999, $1,135,000 for the year ended December 31, 2000, and $1,772,000 for the year ended December 31, 2001.

Multi-employer PlansThe Company's PCI subsidiary contributes to various multi-employer union pension plans under its labor
agreements. The Company's expense related to these plans was $0 for the period January 1, 1999, through July 1, 1999, and $464,000 for the period July 2, 1999, through
December 31, 1999, $949,000 for the year ended December 31, 2000, and $996,000 for the year ended December 31, 2001.

Stock Option PlanDuring 1998, Suiza Packaging adopted the Franklin Plastics, Inc. 1998 Stock Option Plan, which
reserved 187,089 shares of common stock for grants and granted stock options to certain key employees at exercise prices that approximated the fair market value of such shares at the date of grant.
Stock options granted under this plan were exercisable over a three-year period from the date of grant and could become exercisable upon the termination of an individual's employment
following a change in control. As a result of the Company's merger, participants were able to convert options granted under the plan to the Modified Replacement Option Plan. As a result, 116,964
shares outstanding under the plan were converted to the Company's units, using a conversion rate of 2.94295, resulting in 344,167 options outstanding at July 2, 1999, none of which were
exercisable at that date. As of December 31, 2001, there were 168,656 options outstanding with an average strike price of $5.37 per member unit.

F-18

---

In
addition, Holdings adopted a 1999 Unit Option Plan to provide some of the Company's managers and other key employees with options to acquire up to 596,206 or 5.5%, on a fully diluted
basis, of the member units of Holdings. This plan was subsequently expanded to 875,000 options to acquire member units of Holdings. As of December 31, 2001 there were 804,650 options
outstanding with an average exercise price of $23.94 per member unit. The exact pricing, performance criteria, vesting terms and redemption of options granted under this plan are governed by
individual unit option agreements between the employee and Holdings and, if the options are exercised, the terms of the options will be governed by special unit acquisition, ownership and redemption
agreements.

The
members of Holdings have agreed that, upon exercise of 344,167 options outstanding as of December 31, 2001, with a weighted exercise price of $7.99, some portion of the
proceeds would be remitted to one of the members who would release its member units to the exercising party. The portion of the proceeds that were not remitted to the member would be remitted to
Consolidated Container Company.

Stock
option activity from the period July 2, 1999, through December 31, 1999, and years ending December 31, 2000 and 2001 is summarized below:

|                                 |                        | Shares  |          | Weighted
Average
Exercise Price
|-------------------------------- | ---------------------- | ------- | -------- | -------------------------------
|Unexercised at July 2, 1999      |                        | 344,167 |          | $                              
|                                 | Granted                |         | 550,203  |                                
|                                 | Forfeited or exercised |         |         |                                
|                                 |                        |         |          |                                
|Unexercised at December 31, 1999 |                        | 894,370 |          |                                
|                                 | Granted                |         | 52,000   |                                
|                                 | Forfeited or exercised |         | (86,759  | )                              
|                                 |                        |         |          |                                
|Unexercised at December 31, 2000 |                        | 859,611 |          |                                
|                                 | Granted                |         | 633,650  |                                
|                                 | Forfeited or exercised |         | (519,955 | )                              
|                                 |                        |         |          |                                
|Unexercised at December 31, 2001 |                        | 973,306 |          | $                              
|                                 |                        |         |          |                                

The following table summarizes the information about stock options outstanding at December 31, 2001:

|                          |  | Options Outstanding |  |          |  |   |       | 
|------------------------- |  | ------------------- |  | -------- |  | - | ----- | 
|
|
|
|Range of exercise prices: |  |                     |  |          |  |   |       | 
|$3.40                     |  | 119,774             |  | 7 years  |  | $ | 3.40  | 
|$10.19                    |  | 48,882              |  | 8 years  |  |   | 10.19 | 
|$10.50                    |  | 307,500             |  | 10 years |  |   | 10.50 | 
|$29.66                    |  | 372,150             |  | 9 years  |  |   | 29.66 | 
|$40.00                    |  | 125,000             |  | 10 years |  |   | 40.00 | 

If
the Company had elected to follow the measurement provisions of SFAS No. 123, "Accounting for Stock-Based Compensation", in accounting for it's stock options, compensation
expense would be recognized based on the fair value options at the date of the grant. This amount was not material for the period July 2, 1999, through December 31, 1999, and the years
ending December 31, 2000 and 2001.

F-19

---

Long-Term Incentive PlanIn 1999, Holdings adopted a bonus plan for certain of the Company's officers, other key
employees, and outside consultants. If a liquidity event, as defined in the bonus plan, were to occur, then the management committee of Holdings would establish a bonus pool of cash equal to a formula
based on the appreciation in value of the member units of Holdings. Those awarded grants under the bonus plan will share in the bonus pool, however payments will only be made if (1) a liquidity
event occurs and (2) specified rates of return are realized by Vestar Packaging LLC and its affiliates on their investment in Holdings. To date, no awards have been made under the bonus plan.

10.  INCOME TAXES

As a limited liability company, the Company is generally not subject to Federal or, except on a limited basis, state income taxes. However, the Company is
required to distribute cash to its sole member, Holdings, to allow its members to pay income taxes to the extent required. Total distributions recorded for the years ended December 31, 1999,
2000, and 2001 were $0, $1.5 million, and ($0.2) million, respectively, net of any refunds received on overpayment of prior year taxes. The Company estimates that there are no tax distributions
payable for 2001.

In
addition, the members of Holdings will be subject to U.S. income taxes upon the distributions to the Company of unremitted earnings of the Company's foreign subsidiaries of
$6,165,000, $7,003,000, and $7,896,000 as of December 31, 1999, 2000, and 2001 respectively. A determination of the U.S. income tax liability to the members is not practicable. However, it is
management's intention that such unremitted earnings will be reinvested as part of the Company's ongoing foreign operations.

The
provision for income taxes attributable to the earnings before income taxes and extraordinary item consists of the following (amounts in thousands):

Period From January 1, 1999
Through July 1, 1999
(Predecessor)Current

$
(635
)Deferred


(1,926
)Foreign


(329
)Income tax (expense)

$
(2,890
)


The
tax expense (benefit) was different from the amount computed by applying the federal statutory rate to the earnings before income taxes and extraordinary item as follows (dollar
amounts in thousands):

|                                   |  | Period From January 1, 1999
Through July 1, 1999 |      
|---------------------------------- |  | ------------------------------------------------ | -----
|
|Tax at federal statutory rate      |  | $                                                | 1,701
|Amortization of goodwill and other |  |                                                  | 575  
|State taxes                        |  |                                                  | 407  
|Valuation allowance                |  |                                                  |     
|Other                              |  |                                                  | 207  
|                                   |  |                                                  |      
|Effective tax rate                 |  | $                                                | 2,890
|                                   |  |                                                  |      

F-20

---

11.  COMMITMENTS AND CONTINGENCIES

Lease CommitmentsThe Company is obligated under capital leases for certain machinery and equipment,
which expire in 2004.

The
Company leases certain property, plant and equipment used in its operations under noncancellable operating lease agreements. Such leases, which are primarily for facilities,
machinery and equipment and vehicles, have lease terms ranging from two to nine years. Certain of the operating lease agreements require the payment of additional rentals for maintenance, along with
additional rentals, based on miles driven or units produced. Rent expense was $3,225,000 for the period January 1, 1999, $12,933,000 for the period July 2, 1999 through
December 31, 1999, $26,951,000 for the year ended December 31, 2000 and $32,677,000 for the year ended December 31, 2001.

Future
minimum lease payments at December 31, 2001, are summarized below (amounts in thousands):

|                                        |      | Capital
Leases |     | Operating
Leases
|--------------------------------------- | ---- | -------------- | --- | ----------------
|Year ending December 31:                |      |                |     |                 
|                                        | 2002 |                | $   | 524             
|                                        | 2003 |                |     | 56              
|                                        | 2004 |                |     | 56              
|                                        | 2005 |                |     |                
|                                        | 2006 |                |     |                
|Thereafter                              |      |                |    |                 
|                                        |      |                |     |                 
|Total minimum payments required *       |      |                | 636 |                 
|                                        |      |                |     |                 
|Less portion representing interest      |      |                | 17  |                 
|                                        |      |                |     |                 
|Present value of minimum lease payments |      | $              | 619 |                 
|                                        |      |                |     |                 

---

ContingenciesThe Company and its subsidiaries are parties, in the ordinary course of business, to certain claims and
litigation. In management's opinion, the settlement of such matters is not expected to have a material impact on the consolidated balance sheet.

In
addition, the Company is a party to employment agreements with certain officers which provided for minimum compensation levels and incentive bonuses along with provisions for
termination of benefits in certain circumstances.

12.  RELATED PARTY TRANSACTIONS

Management AgreementIn April 1999, the Company entered into a management agreement with Vestar
Capital Partners to provide ongoing management services. The Company will pay to Vestar Capital Partners an annual fee of the greater of $500,000 or 0.42% of the earnings before interest and taxes
plus depreciation and amortization of the prior year and all out-of-pocket expenses regarding these services.

Simultaneously
with the closing of the transactions, the Company entered into the following agreements:



F-21

---



The
Company had sales to Suiza of approximately $70.8 and $96.6 million for the years ended December 31, 2000 and 2001, respectively. Accounts receivable from Suiza at
December 31, 2000 and 2001 amounted to approximately $8.5 and $1.5 million, respectively.

13.  ALLOWANCE FOR DOUBTFUL ACCOUNTS

|Period Ended      |  | Balance at Beginning of Period |       | Provision |       | Recoveries (Write-offs) |         | Other |   | Balance at End of Period
|----------------- |  | ------------------------------ | ----- | --------- | ----- | ----------------------- | ------- | ----- | - | ------------------------
|
|Predecessor       |  |                                |       |           |       |                         |         |       |   |                         
|July 1, 1999      |  | $                              | 1,366 |           | 266   |                         | (160    | )     |  |                         
|Sucessor          |  |                                |       |           |       |                         |         |       |   |                         
|December 31, 1999 |  | $                              | 5,591 |           | 2,434 |                         | (1,325  | )     |  |                         
|December 31, 2000 |  | $                              | 6,700 |           | 5,015 |                         | (2,983  | )     |  |                         
|December 31, 2001 |  | $                              | 8,732 |           | 7,597 |                         | (11,706 | )     |  |                         

14.  GUARANTOR FINANCIAL STATEMENTS

Separate financial statements of the subsidiary guarantors are not included herewith as management has determined that such information is not material to
investors because (i) the subsidiary guarantors constitute substantially all of the Company's direct and indirect subsidiaries and have fully and unconditionally guaranteed the Notes on a joint
and several basis, and (ii) Holdings is a holding company with no assets, operations or cash flow separate from its investment in the subsidiary guarantors.

15.  SUBSEQUENT EVENTS

Effective February 27, 2002, the Company entered into an amendment to its Senior Credit Facility. Terms of the amendment include modification of certain
covenants and the addition of others, an increase in interest margins by as much as 1.5%, and a reduction in commitments under the revolving loan facility to $54,500,000. In addition, through
December 31, 2002 there is a interim cap on revolver borrowings of $43,500,000, which excludes the addition of a tranche 3 revolver of $15,000,000 that is guaranteed by the principal owners of
Holdings.

Effective
January 1, 2002, the Company acquired the remaining 49% interest in its Mexico joint venture, Reid Mexico, S.A. de C.V. The purchase price of the stock was
$3.1 million, of which $1.1 million was paid at closing, with the remainder to be paid prior to August 30, 2002.

******

F-22

---