<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2001

                                       OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        For the transition period from               to
                                       -------------    ---------------

        Commission file number 1-11113

                             RIVERWOOD HOLDING, INC.
             (Exact name of registrant as specified in its charter)


        Delaware                                            58-2205241
-------------------------------                      -------------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)


                            1105 North Market Street
                                   Suite 1300
                           Wilmington, Delaware 19801
                    (Address of principal executive offices)
                                   (Zip Code)

                     c/o Riverwood International Corporation
                                 (770) 644-3000

              (Registrant's telephone number, including area code)



              (Former name, former address and former fiscal year,
                          if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
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 [X]         No  [ ].

         At May 8, 2001 there were 7,070,180 shares and 500,000 shares of the
registrant's Class A and Class B common stock, respectively, outstanding.



<PAGE>   2
                          PART I. FINANCIAL INFORMATION


                          ITEM 1. FINANCIAL STATEMENTS











































As used in this Form 10-Q, unless the context otherwise requires, "RIC" refers
to the corporation formerly named Riverwood International Corporation; the
"Predecessor" refers to RIC and its subsidiaries in respect of periods prior to
the acquisition on March 27, 1996 by Holding, through its wholly-owned
subsidiaries, of RIC (the "Merger"); the "Company" refers to the registrant,
Riverwood Holding, Inc., a Delaware corporation formerly named New River
Holding, Inc. ("Holding") and its subsidiaries; and "Riverwood" refers to
Riverwood International Corporation, a Delaware corporation formerly named
Riverwood International USA, Inc. and an indirect wholly-owned subsidiary of
Holding.


                                        2
<PAGE>   3
                          RIVERWOOD HOLDING, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                         (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>

                                                                     MARCH 31,          DECEMBER 31,
                                                                        2001                2000
                                                                    -----------         -----------
ASSETS                                                              (UNAUDITED)
<S>                                                                 <C>                 <C>
Current Assets:
    Cash and equivalents                                            $    27,037         $    18,417
    Receivables, net of allowances                                      151,701             137,695
    Inventories                                                         196,375             175,972
    Prepaid expenses                                                     10,577              13,594
                                                                    -----------         -----------
Total Current Assets                                                    385,690             345,678

Property, Plant and Equipment, net of accumulated
      depreciation of $583,709 in 2001 and $562,235 in 2000           1,339,117           1,368,591
Investments in Net Assets of Equity Affiliates                            1,947               5,882
Goodwill, net of accumulated amortization of $39,688 in 2001
      and $37,753 in 2000                                               271,501             273,436
Other Assets                                                            121,527             127,770
                                                                    -----------         -----------
Total Assets                                                        $ 2,119,782         $ 2,121,357
                                                                    ===========         ===========

LIABILITIES
Current Liabilities:
    Short-term debt                                                 $    64,398         $    15,908
    Accounts payable and other accrued liabilities                      222,072             194,059
                                                                    -----------         -----------
Total Current Liabilities                                               286,470             209,967

Long-Term Debt, less current portion                                  1,473,684           1,516,881
Other Noncurrent Liabilities                                             83,966              82,486
                                                                    -----------         -----------
Total Liabilities                                                     1,844,120           1,809,334
                                                                    -----------         -----------

Contingencies and Commitments (Note 5)

Redeemable Common Stock, at current redemption value                      8,061               8,061
                                                                    -----------         -----------

SHAREHOLDERS' EQUITY
Nonredeemable Common Stock                                                   75                  75
Capital in Excess of Par Value                                          748,813             748,813
Accumulated Deficit                                                    (446,039)           (415,875)
Accumulated Other Comprehensive (Loss)                                   (1,059)                 --
Cumulative Currency Translation Adjustment                              (34,189)            (29,051)
                                                                    -----------         -----------
Total Shareholders' Equity                                              267,601             303,962
                                                                    -----------         -----------
Total Liabilities and Shareholders' Equity                          $ 2,119,782         $ 2,121,357
                                                                    ===========         ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                        3


<PAGE>   4
                             RIVERWOOD HOLDING, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             AND COMPREHENSIVE LOSS
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                         THREE MONTHS ENDED
                                                                     ---------------------------
                                                                     MARCH 31,         MARCH 31,
                                                                       2001               2000
                                                                     ---------         ---------
<S>                                                                  <C>               <C>
Net Sales                                                            $ 273,601         $ 270,229
Cost of Sales                                                          222,882           211,928
Selling, General and Administrative                                     30,776            30,368
Research, Development and Engineering                                    1,170             1,097
Other Expense, net                                                       7,956             2,740
                                                                     ---------         ---------

Income from Operations                                                  10,817            24,096
Interest Income                                                            206               172
Interest Expense                                                        40,214            45,771
                                                                     ---------         ---------

(Loss) before Income Taxes and Equity in
   Net Earnings of Affiliates                                          (29,191)          (21,503)
Income Tax Expense                                                         474             1,071
                                                                     ---------         ---------

(Loss) before Equity in Net Earnings of Affiliates                     (29,665)          (22,574)
Equity in Net Earnings of Affiliates                                        --             1,411
                                                                     ---------         ---------
(Loss) before Cumulative Effect of a Change in Accounting              (29,665)          (21,163)
Cumulative Effect of a Change in Accounting, net of tax of $0             (499)               --
                                                                     ---------         ---------
Net (Loss)                                                             (30,164)          (21,163)
                                                                     ---------         ---------
Other Comprehensive (Loss), net of tax:
   Derivative Instruments (Loss)                                        (1,059)               --
   Foreign currency translation adjustments                             (5,138)           (5,800)
                                                                     ---------         ---------
Comprehensive (Loss)                                                 $ (36,361)        $ (26,963)
                                                                     =========         =========
</TABLE>


See Notes to Condensed Consolidated Financial Statements.


                                        4
<PAGE>   5
                             RIVERWOOD HOLDING, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                 THREE MONTHS ENDED   THREE MONTHS ENDED
                                                                   MARCH 31, 2001       MARCH 31, 2000
                                                                 ------------------   ------------------
<S>                                                              <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss)                                                          $   (30,164)        $   (21,163)
Noncash Items Included in Net (Loss):
     Depreciation and amortization                                       41,268              37,500
     Cumulative effect of a change in accounting                            499                  --
     Deferred income taxes                                               (1,491)             (1,840)
     Pension, postemployment and postretirement benefits
       expense, net of contributions                                      1,228                 731
     Equity in net earnings of affiliates, net of dividends                  --                (822)
     Amortization of deferred debt issuance costs                         1,968               2,558
     Other, net                                                           5,228                  --
Decrease (Increase) in Current Assets:
     Receivables                                                          9,155              (5,610)
     Inventories                                                        (23,006)             (2,024)
     Prepaid expenses                                                     2,745              (1,651)
Decrease in Accounts payable and other accrued liabilities               (6,736)             (2,861)
Increase in Other Noncurrent Liabilities                                    402                 255
                                                                    -----------         -----------
Net Cash Provided by Operating Activities                                 1,096               5,073
                                                                    -----------         -----------

Cash Flows from Investing Activities:
Purchases of Property, Plant and Equipment                              (13,457)            (14,131)
Cash acquired of subsidiary consolidated                                 17,985                  --
Decrease (Increase) in Other Assets                                         232                 (85)
                                                                    -----------         -----------
Net Cash Provided by (Used in) Investing Activities                       4,760             (14,216)
                                                                    -----------         -----------

Cash Flows from Financing Activities:
Net Increase in Notes Payable                                             5,887              14,600
Repurchases of Redeemable Common Stock, net                                  --                 (25)
Payments on Debt                                                             --              (1,418)
                                                                    -----------         -----------
Net Cash Provided by Financing Activities                                 5,887              13,157
                                                                    -----------         -----------
Effect of Exchange Rate Changes on Cash                                  (3,123)             (1,842)
                                                                    -----------         -----------
Net Increase in Cash and Equivalents                                      8,620               2,172
Cash and Equivalents at Beginning of Period                              18,417              14,108
                                                                    -----------         -----------
Cash and Equivalents at End of Period                               $    27,037         $    16,280
                                                                    ===========         ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                        5
<PAGE>   6
                             RIVERWOOD HOLDING, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The accompanying Condensed Consolidated Financial Statements of the Company
included herein have been prepared by the Company without an audit, pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments necessary for a fair presentation of the financial position, results
of operations and cash flows for the interim periods presented have been made.
The Condensed Consolidated Balance Sheet as of December 31, 2000 was derived
from audited financial statements.

Holding and RIC Holding, Inc., a wholly-owned subsidiary, conducted no
significant business and have no independent assets or operations other than in
connection with the Merger and related transactions through March 27, 1996.
Holding and RIC Holding, Inc. fully and unconditionally guarantee substantially
all of the debt of Riverwood.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

For a summary of the Company's significant accounting policies, please refer to
the Company's report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 2000.

The preparation of the Condensed Consolidated Financial Statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the Condensed Consolidated Financial Statements and the reported amounts of
revenues and expenses during the reporting period. Actual amounts could differ
from those estimates.

The Company's consolidated financial statements include all significant
subsidiaries in which the Company has the ability to exercise direct or indirect
control over operating and financial policies. Intercompany transactions and
balances are eliminated in consolidation.

The Company has reclassified the presentation of certain prior period
information to conform with the current presentation format.

NOTE 3 - INVENTORIES

The major classes of inventories were as follows:

<TABLE>
<CAPTION>

(IN THOUSANDS OF DOLLARS)           MARCH 31, 2001        DECEMBER 31, 2000
                                    --------------        -----------------
<S>                                 <C>                   <C>
Finished goods                        $  102,792             $   88,101
Work-in-process                           12,150                  9,967
Raw materials                             47,452                 40,374
Supplies                                  33,981                 37,530
                                      ----------             ----------
Total                                 $  196,375             $  175,972
                                      ==========             ==========

</TABLE>


                                        6
<PAGE>   7
NOTE 4 - INVESTMENTS IN NET ASSETS OF EQUITY AFFILIATES

Investments are accounted for using the equity method of accounting. The most
significant of these investments was Igaras Papeis e Embalagens S.A. ("Igaras"),
an integrated containerboard producer located in Brazil of which the Company
owned 50 percent. On July 1, 2000, Igaras spun off the multiple packaging
portion of its business into a newly formed company, of which the Company owned
50 percent. On October 3, 2000, the Company, along with its joint venture
partner, Cia Suzano de Papel e Celulose, completed the sale of the jointly-held
subsidiary Igaras for approximately $510 million, including the assumption of
$112 million of debt. The Company recognized a gain of $70.9 million, in
connection with the sale. On October 12, 2000, the Company purchased the
remaining 50 percent of the newly formed company for $12.5 million.

The following represents the summarized income statement information for Igaras,
of which the Company recognized 50 percent in its results of operations:


<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED
                                                      MARCH 31, 2000
                                                    ------------------
(IN THOUSANDS OF DOLLARS)
<S>                                                 <C>
Net Sales                                              $   58,393
Cost of Sales                                              42,582
                                                       ----------

Gross Profit                                           $   15,811
                                                       ==========

Income from Operations                                 $   10,600
                                                       ==========

Net Income                                             $    2,392
                                                       ==========
</TABLE>


Under the Igaras joint venture agreement, Igaras was required to pay dividends
equal to at least 25 percent of its net profits. During the first three months
of 2000, the Company received dividends from a non-controlled affiliate other
than Igaras totaling $0.5 million, net of taxes of $0.1 million.

NOTE 5 - CONTINGENCIES AND COMMITMENTS

The Company is committed to compliance with all applicable environmental laws
and regulations throughout the world. Environmental law is, however, dynamic
rather than static. As a result, costs, which are unforeseeable at this time,
may be incurred when new laws are enacted, and when environmental agencies
promulgate or revise rules and regulations.

In late 1993, the U.S. Environmental Protection Agency proposed regulations
(generally referred to as the "cluster rules") that would mandate more stringent
controls on air and water discharges from the United States pulp and paper
mills. The cluster rules were promulgated in April 1998, and the Company
estimates the capital spending that may be required to comply with the cluster
rules could reach $55 million to be spent at its two U.S. paper mills over a
seven-year period that began in 2000.

In late 1995, the Louisiana Department of Environmental Quality ("DEQ") notified
the Predecessor of potential liability for the remediation of hazardous
substances at a wood treatment site in Shreveport, Louisiana that the
Predecessor or its predecessors previously operated, and at a former oil
refinery site in Caddo Parish, Louisiana which is on land that the Company
previously owned. In response to these notices, the Company has provided
additional information concerning these sites and has commenced its own
evaluation of any claims and remediation liabilities for which it may be
responsible. Subsequent to receipt in May 1996 of a Special Demand Letter from
DEQ to remediate the site in Shreveport, the Company entered into an agreement
with DEQ to perform a soil and groundwater investigation at the site. The
Company completed this investigation work in 1999 and is in ongoing discussions
with DEQ to develop an appropriate remediation plan and exit strategy. In
September 1996, the Company received a Special Demand Letter from DEQ to
remediate the site in Caddo Parish. The Company performed a waste inventory and
treatability study at the site and subsequently met with DEQ in October 1999. On


                                        7
<PAGE>   8
July 6, 2000, the Company and DEQ entered into a Settlement Agreement that
describes in detail the remedial actions necessary for the Company to obtain
full release of all future liability at this site. The Company has contracted
with a vendor to perform the remedial actions as outlined in the Settlement
Agreement and the work is currently proceeding. The Company no longer owns the
site since transferring the property to another entity on October 22, 2000. The
Company anticipates the remedial actions outlined in the Settlement Agreement
will be completed during the third quarter of 2001 and, at that time, expects to
be relieved of any future liability.

The Company is involved in environmental remediation projects for certain
properties currently owned or operated by the Company, certain properties
divested by the Company for which responsibility was retained, and waste sites
where waste was shipped by predecessors of the Company or for which the Company
might have corporate successor liability. Certain of these projects are being
addressed under federal and state statutes, such as the Comprehensive
Environmental Response, Compensation and Liability Act and the state law
counterparts. The Company's costs in some instances cannot be reliably estimated
until the remediation process is substantially underway or liability at
multiparty sites has been addressed. To address these contingent environmental
costs, the Company has accrued reserves when such costs are probable and can be
reasonably estimated. The Company believes that, based on current information
and regulatory requirements, the accruals established by the Company for
environmental expenditures are adequate. Based on current knowledge, to the
extent that additional costs may be incurred that exceed the accrued reserves,
such amounts are not expected to have a material impact on the results of
operations, cash flows or financial condition of the Company, although no
assurance can be given that material costs will not be incurred in connection
with clean-up activities at these properties, including the Shreveport and Caddo
Parish sites referred to above.

The Company is a party to a number of lawsuits arising out of the ordinary
conduct of its business. While there can be no assurance as to their ultimate
outcome, the Company does not believe that these lawsuits will have a material
impact on the results of operations, cash flows or financial condition of the
Company.

The Company is a plaintiff in actions against The Mead Corporation and the R.A.
Jones Co. Inc. claiming infringement of the Company's patents for its packaging
machines. These actions are in the discovery stage.

In connection with the Merger, the former majority owner of the Company agreed
to bear the cost of a Section 338(h)(10) election for U.S. federal tax purposes
and for purposes of state taxes for which the former majority owner and the
Company filed returns on a combined basis. The Company agreed to bear the cost
of this election for the purposes of other state taxes ("stand-alone taxes"),
including Louisiana income tax. During 1997, the Company paid $27.5 million in
estimated Louisiana stand-alone taxes relating to the election. The Company's
calculation of its Louisiana tax was based on state law in effect at the time of
the Merger, including a 1993 amendment. In May 1997, the Louisiana Supreme Court
declared the 1993 amendment to be void under the Louisiana Constitution,
retroactive to 1993. After consultation with Louisiana tax counsel, the Company
filed its Louisiana income tax return for the period ended March 27, 1996 in
reliance on the Louisiana tax law in effect at the time of the Merger, without
the payment of any additional tax due to the voiding of the 1993 amendment.

The State of Louisiana has completed its audit of the Company's tax return for
the period ended March 27, 1996. On May 9, 2000, the Company received a Notice
of Proposed Tax Due for this period in the amount of $47.6 million in tax and
$27.8 million in statutory interest through June 4, 2000. The Company requested
and received an extension to July 15, 2000 to respond to the Notice of Proposed
Tax Due. On July 14, 2000, the Company filed a letter protesting the tax and
interest due, and requested an informal conference with the Louisiana Department
of Revenue. This action does not preclude the Company from paying the amount at
issue in order to avoid the accrual of additional interest should the Company
decide to pay and contest the matter before the Louisiana courts. There can be
no assurance that the Company will ultimately prevail in this dispute. However,
management believes that the additional tax


                                        8
<PAGE>   9
and interest ultimately paid (if any) will be substantially less than the
amounts listed on the Notice of Proposed Tax Due, although no assurance can be
given in this regard. Since the law is unclear and the amounts involved are
significant, it may be several years before this matter is resolved. For
financial reporting purposes, any tax ultimately paid related to this matter
would increase the goodwill recorded in connection with the Merger and any
interest ultimately paid would be recorded as interest expense.

NOTE 6 - RESTRUCTURING ACTIVITIES

In connection with the global restructuring program initiated in the fourth
quarter of 1998, the Company is reducing its European workforce by approximately
300 employees and is implementing other initiatives designed to improve
productivity and profitability across the global organization. The initial cost
of this program was approximately $25.6 million of which approximately $0.8
million was used in December 1998 and related to severance payments. The
following table provides information that details payments on this restructuring
plan since December 31, 1998:

<TABLE>
<CAPTION>

                                                                                  OTHER
(IN THOUSANDS OF DOLLARS)                                    SEVERANCE           EXIT COSTS            TOTAL
                                                            -----------          ----------          ----------
<S>                                                         <C>                  <C>                 <C>
Balance at 12/31/98                                         $   21,205           $    3,537          $   24,742
Charges against accrual in 1999                                (11,527)                (791)            (12,318)
                                                            ----------           ----------          ----------
Balance at 12/31/99                                              9,678                2,746              12,424
Net charges against accrual in 2000                             (6,669)              (2,499)             (9,168)
                                                            ----------           ----------          ----------
Balance at 12/31/00                                              3,009                  247               3,256
Charges against accrual in first quarter of 2001                  (125)                (130)               (255)
                                                            ----------           ----------          ----------
Balance at 3/31/01                                          $    2,884           $      117          $    3,001
                                                            ==========           ==========          ==========
</TABLE>

During 2000, the Company substantially completed the restructuring plan and
reduced the reserve by $4.8 million. In addition, $2.2 million of new
restructuring activities aligned with the overall objectives of the initial plan
were completed in 2000. The Company anticipates completing this program during
2001.

As of March 31, 2001, the Company has reduced its European workforce related to
the 1998 restructuring by approximately 250 employees.

In connection with and following the Merger, the Company decided to exit certain
businesses and operating activities, including the sale or closure of the
Company's last dedicated folding carton converting plant in the United States,
located in Kankakee, Illinois, packaging machinery manufacturing plants in
Marietta, Georgia and Koln, Germany, a beverage multiple packaging converting
plant in Bakersfield, California and the trucking transportation operations in
West Monroe, Louisiana, as well as the consolidation and realignment of certain
operations in the United States, Australia and Europe. The cost of exiting these
businesses and operating activities was approximately $38.6 million which was
accrued during 1996 as a purchase accounting adjustment. The costs related
principally to the severance of approximately 750 employees, relocation and
other plant closure costs. During the first quarter of 2001, $0.1 million was
utilized and charged against the accrual primarily related to exit costs. At
March 31, 2001, $0.2 million of this total was included in Other accrued
liabilities on the Consolidated Balance Sheet and is expected to be paid out
through 2001.

NOTE 7 - BUSINESS SEGMENT INFORMATION

The Company reports its results in two business segments: Coated Board and
Containerboard. These segments are evaluated by the chief operating decision
maker based primarily on income from operations and EBITDA. The Coated Board
business segment includes the production and sale of coated board for beverage
carrierboard and folding cartons from its West Monroe, Louisiana and Macon,
Georgia mills and from its mill in Sweden; carton converting facilities in the
United States, Europe, and Brazil; and the design, manufacture and installation
of packaging machinery related to the assembly of


                                        9
<PAGE>   10
beverage cartons. The Containerboard business segment includes the production
and sale of linerboard, corrugating medium and kraft paper from paperboard mills
in the United States.

Business segment information is as follows:

<TABLE>
<CAPTION>

                                                  THREE MONTHS ENDED
                                          ----------------------------------
                                            MARCH 31,              MARCH 31,
(IN THOUSANDS OF DOLLARS)                     2001                  2000
                                          ------------          ------------
<S>                                       <C>                   <C>
NET SALES:
Coated Board                              $    248,140          $    238,392
Containerboard                                  25,461                31,837
                                          ------------          ------------
                                          $    273,601          $    270,229
                                          ============          ============

INCOME (LOSS) FROM OPERATIONS:
Coated Board                              $     26,309          $     30,102
Containerboard                                  (3,476)                  328
Corporate                                      (12,016)               (6,334)
                                          ------------          ------------
                                          $     10,817          $     24,096
                                          ============          ============

EBITDA:
Coated Board                              $     64,273          $     61,702
Containerboard                                     594                 5,282
Corporate                                       (5,683)               (2,948)
                                          ------------          ------------
                                          $     59,184          $     64,036
                                          ============          ============
</TABLE>


NOTE 8 - CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING FOR DERIVATIVE
         INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to fluctuations in interest rates on its variable rate
debt and fluctuations in foreign currency transaction cash flows. The Company
actively monitors these fluctuations and uses derivative instruments from time
to time to manage its exposure. In accordance with its risk management strategy,
the Company uses derivative instruments only for the purpose of managing risk
associated with fluctuations in the cash flow of the underlying exposures
identified by management. The Company does not trade or use derivative
instruments with the objective of earning financial gains on interest or
currency rates, nor does it use leveraged instruments or instruments where there
are no underlying exposures identified. The Company's use of derivative
instruments may result in short-term gains or losses and may increase volatility
in its earnings.

On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended by SFAS No. 137, Accounting for Derivative Instruments
and Hedging Activities - Deferral of the Effective Date of FASB Statement No.
133, and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain
Hedging Activities ("SFAS No. 133"). SFAS No. 133 requires all derivative
instruments to be measured at fair value and recognized on the balance sheet as
either assets or liabilities. In addition, all derivative instruments used in
hedging relationships must be designated, reassessed and documented pursuant to
the provisions of SFAS No. 133. Upon adoption of SFAS No. 133, the Company
recognized a one-time after-tax transition adjustment to decrease earnings by
approximately $0.5 million and decrease other comprehensive income by
approximately $1.1 million. These amounts have been presented as a cumulative
effect of change in accounting principle in the accompanying Condensed


                                       10
<PAGE>   11
Consolidated Statement of Operations and Comprehensive Loss for the Three
Months Ended March 31, 2001 and Condensed Consolidated Balance Sheet at March
31, 2001, respectively.

The following is a summary of the Company's derivative instruments as of March
31, 2001 and the accounting policies it employs for each:

Hedges of Anticipated Cash Flows

The following is a reconciliation of current period changes in the fair value of
the interest rate swap agreements, foreign currency forward and option contracts
which have been recorded as Accumulated Other Comprehensive (Loss) in the
accompanying Condensed Consolidated Balance Sheet at March 31, 2001 and as
Derivative Instruments (Loss) in the accompanying Condensed Consolidated
Statement of Operations and Comprehensive Loss for the Three Months Ended
March 31, 2001.

<TABLE>
<CAPTION>

(in thousands of dollars)
<S>                                                              <C>
SFAS No. 133 transition adjustment                               $ (1,094)
Current period increase in fair value                                  35
                                                                 --------
Balance at March 31, 2001                                        $ (1,059)
                                                                 ========
</TABLE>

During the three months ended March 31, 2001, there was no ineffective portion
related to the changes in fair value of the interest rate swap agreements,
foreign currency forward and option contracts and there were no amounts excluded
from the measure of effectiveness. The balance of $(1.1) million recorded in
Accumulated Other Comprehensive (Loss) at March 31, 2001 is expected to be
reclassified into future earnings, contemporaneously with and offsetting changes
in the related hedged exposure. The estimated amount to be reclassified into
future earnings as interest expense over the next twelve months through March
31, 2002 is approximately $0.5 million. The actual amount that will be
reclassified to future earnings over the next twelve months will vary from this
amount as a result of changes in market conditions. No amounts were reclassified
to earnings during the first quarter of 2001 in connection with forecasted
transactions that were no longer considered probable of occurring.

Derivatives not Designated as Hedges

The Company has foreign currency forward contracts used to hedge the exposure
associated with foreign currency denominated receivables. These contracts are
presently being marked-to-market through the income statement and will continue
to be marked-to-market through the income statement.


                                       11


<PAGE>   12
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

In connection with the Merger, the Company entered into a credit agreement (as
amended, the "Credit Agreement") that currently provides for senior secured
credit facilities (the "Facilities") consisting of $488 million in outstanding
term loans under a term loan facility (the "Term Loan Facility") and a $400
million revolving credit facility (the "Revolving Facility"). In addition,
Riverwood International Machinery, Inc., a wholly-owned subsidiary of Riverwood,
entered into a credit agreement providing for a $140 million secured revolving
credit facility (the "Machinery Facility") for the purpose of financing or
refinancing packaging machinery. In connection with the Merger, the Company also
completed an offering of $250 million aggregate principal amount of 10 1/4
percent Senior Notes due 2006 (the "1996 Senior Notes") and $400 million
aggregate principal amount of 10 7/8 percent Senior Subordinated Notes due 2008
(the "Senior Subordinated Notes" and together with the 1996 Senior Notes, the
"1996 Notes").

On July 28, 1997, the Company completed an offering of $250 million principal
amount of 10 5/8 percent Senior Notes due 2007 (the "Initial Notes"). The net
proceeds of this offering were applied to prepay certain revolving credit
borrowings under the Revolving Facility (without any commitment reduction) and
to refinance certain Tranche A term loans and other borrowings under the Credit
Agreement. A registration statement under the Securities Act of 1933, as
amended, registering senior notes of the Company identical in all material
respects to the Initial Notes (the "Exchange Notes") offered in exchange for the
Initial Notes became effective October 1, 1997. On November 3, 1997, the Company
completed its exchange offer of the Initial Notes for the Exchange Notes. The
Initial Notes and the Exchange Notes are referred to herein as the 1997 Notes.

In connection with the sale of Igaras on October 3, 2000, the Company entered
into Amendment No. 5 dated September 12, 2000, effective October 3, 2000, to the
Credit Agreement. Pursuant to the amendment, the Company applied $120 million
and $25 million of the sale proceeds to its 2001 and 2002 term loan maturities
under the Term Loan Facility, respectively. The Company recognized a loss on the
early extinguishment of debt of approximately $2.1 million in the fourth quarter
of 2000. The Company applied the remaining portion of the proceeds
(approximately $48 million) to the Revolving Facility (without any commitment
reduction). In connection with Amendment No. 5, the Company canceled its
Machinery Facility. The effect of applying the proceeds to the Revolving
Facility and canceling the Machinery Facility did not have a material impact to
the Company's overall liquidity. In addition, certain of the financial covenants
included in the Credit Agreement were amended.

GENERAL

The Company reports its results in two business segments: Coated Board and
Containerboard. The Coated Board business segment includes (i) the production
and sale of coated unbleached kraft paperboard ("CUK Board") for packaging
cartons from the paper mills in Macon, Georgia (the "Macon Mill") and in West
Monroe, Louisiana (the "West Monroe Mill") and white lined chip board ("WLC") at
its paper mill in Norrkoping, Sweden (the "Swedish Mill"); (ii) converting
operations facilities in the United States, Europe, and Brazil; and (iii) the
design, manufacture and installation of packaging machinery related to the
assembly of beverage cartons. The Containerboard business segment includes the
production and sale of linerboard, corrugating medium and kraft paper from
paperboard mills in the United States.

EBITDA is defined as consolidated net income (exclusive of non-cash charges
resulting from purchase accounting during the periods subsequent to the Merger)
before consolidated interest expense, consolidated income taxes, consolidated
depreciation and amortization, and other non-cash charges deducted in
determining consolidated net income, extraordinary items and the cumulative
effect of


                                       12
<PAGE>   13
accounting changes and earnings of, but including dividends from, non-controlled
affiliates. The Company believes that EBITDA provides useful information
regarding the Company's debt service ability, but should not be considered in
isolation or as a substitute for the Condensed Consolidated Statements of
Operations and Comprehensive Loss or cash flow data.

<TABLE>
<CAPTION>

                                                  THREE MONTHS ENDED
                                          -----------------------------------
                                           MARCH 31,                MARCH 31,
                                             2001                     2000
                                          ----------             ------------
<S>                                       <C>                    <C>
(In thousands of dollars)
EBITDA (Segment Data):
      Coated Board                         $   64,273             $   61,702
      Containerboard                              594                  5,282
      Corporate                                (5,683)                (2,948)
                                           ----------             ----------
EBITDA                                     $   59,184             $   64,036
                                           ==========             ==========
</TABLE>

BUSINESS TRENDS AND INITIATIVES

The Company's cash flow from operations and EBITDA are influenced by sales
volume and selling prices for its products and raw material costs, and are
affected by a number of significant business, economic and competitive factors.
Many of these factors are not within the Company's control. Historically, in the
Coated Board business segment, the Company has experienced stable pricing for
its integrated beverage carton products, and moderate cyclical pricing for its
folding cartonboard, which is principally sold in the open market. The Company's
folding cartonboard sales are affected by competition from competitors' CUK
Board and other substrates - solid bleached sulfate ("SBS"), recycled clay
coated news ("CCN") and, internationally, WLC -- as well as by general market
conditions.

In the Containerboard business segment, conditions in the cyclical worldwide
commodity paperboard markets have a substantial impact on the Company's
Containerboard sales. During the first three months of 2001, the Company has
taken 14 days, or approximately 5,500 tons, of medium market-related downtime at
its U.S. mills that resulted in approximately $0.9 million of underabsorbed
fixed costs. The Company expects to take an additional 27 days, or 10,600 tons,
of downtime throughout the remainder of 2001, but the amount of downtime could
change depending upon market conditions. The downtime results from a number of
factors, but principally a weak containerboard market. As a result of the
downtime throughout the remainder of 2001, the Company expects the impact on
earnings at its U.S. mills to be approximately $1.8 million related to the
underabsorbtion of fixed costs.

During the first three months of 2001, the Company experienced a significant
increase in its energy costs compared to the first three months of 2000,
especially at its U.S. mills, equal to approximately $10 million.

The Company is pursuing a number of long-term initiatives designed to improve
productivity and profitability while continuing to implement its Coated Board
business strategy. The Company has undertaken a profit center reorganization of
its operations, implemented a global restructuring program (see below),
implemented a number of cost saving measures and effected several management
changes. The Company is continuing to implement a global Total Quality Systems
("TQS") initiative which uses statistical process control to help design and
manage all types of activities including production and maintenance.

In addition, the Company is continuing to implement a strategy focused on the
expansion into the high-growth segments of the global consumer packaged goods
sector. The Company has identified a number of new end-use markets and strategic
alliance partners to position the Company to provide a broad


                                       13
<PAGE>   14
portfolio of new and enhanced products to generate additional growth in the
global consumer packaged goods sector.

Effective January 1, 2001, the Company consolidated into its financial
statements the accounts of Rengo Riverwood Packaging, Ltd. ("Rengo"), the
Company's Japanese joint venture, since the Company has the ability to exercise
direct or indirect control over Rengo's operating and financial policies. The
consolidation of Rengo contributed approximately $10 million in Net Sales and $1
million in EBITDA in the first three months of 2001.

The Company expects capital expenditures will range from $55 million to $65
million in 2001 as the Company invests to improve its process capabilities, in
packaging machinery, and to comply with environmental cluster rules. The Company
continues to evaluate its current operations and assets with a view to
rationalizing its operations and improving profitability, in particular with
respect to its international converting assets and strategy. As part of this
effort, the Company initiated a $25.6 million global restructuring program in
the fourth quarter of 1998 aimed at achieving annualized savings and cost
avoidance of approximately $20 million when fully implemented. The global
restructuring program is focused in the Company's European operations. To date,
the Company has made significant progress in completing the restructuring
activities and anticipates completing this program during 2001 (see
"-- Financial Condition, Liquidity and Capital Resources -- Restructuring
Activities"). Finally, the Company is continuing to focus on reducing working
capital and increasing liquidity.

Packaging machinery placements during the first three months of 2001 decreased
approximately 50 percent when compared to the first three months of 2000. The
decrease was partially due to the timing of shipments. The Company expects
packaging machinery placements for 2001 to be lower compared to 2000. The
Company has been and will continue to be selective in future packaging machinery
placements to ensure appropriate returns.

OUTLOOK

The Company expects that its 2001 full year EBITDA will be comparable to its
2000 EBITDA, although no assurance can be given in this regard. The achievement
of this expectation is dependent upon (among other things) a number of profit
improvement initiatives, including increasing worldwide beverage and North
American consumer product sales volumes above 2000 levels, improving U.S. mill
throughput, continued cost savings from other actions taken to date and stable
pricing for the Company's products. In 2001, the Company expects sales volume
increases in its worldwide beverage markets, and continued growth in its North
American consumer product markets. The Company expects containerboard sales and
margins to be negatively affected for the remainder of 2001 due to the recent
negative market pressures on containerboard pricing. The Company believes that
increased energy costs will continue to significantly impact its results for the
remainder of 2001.


                                       14
<PAGE>   15
RESULTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                THREE MONTHS ENDED
                                               --------------------------------------------------
                                                                 % INCREASE
                                                                 (DECREASE)
                                                MARCH 31,        FROM PRIOR             MARCH 31,
(IN THOUSANDS OF DOLLARS)                         2001             PERIOD                 2000
                                               ---------         -----------            ---------
<S>                                            <C>               <C>                    <C>
Net Sales (Segment Data):
   Coated Board                                $ 248,140               4.1%             $ 238,392
   Containerboard                                 25,461             (20.0)                31,837
                                               ---------                                ---------
Net Sales                                        273,601               1.2                270,229
Cost of Sales                                    222,882               5.2                211,928
                                               ---------                                ---------
Gross Profit                                      50,719             (13.0)                58,301
Selling, General and Administrative               30,776               1.3                 30,368
Research, Development and
  Engineering                                      1,170               6.7                  1,097
Other Expense, net                                 7,956             190.4%                 2,740
                                               ---------                                ---------
Income from Operations                         $  10,817             (55.1)             $  24,096
                                               =========                                =========

Income (Loss) from Operations
 (Segment Data):
   Coated Board                                $  26,309             (12.6)%            $  30,102
   Containerboard                                 (3,476)           (100.0)                   328
   Corporate                                     (12,016)            (89.7)                (6,334)
                                               ---------                                ---------
Income from Operations                         $  10,817             (55.1)             $  24,096
                                               =========                                =========
</TABLE>



PAPERBOARD SHIPMENTS

The following represents shipments of Coated Board and Containerboard to outside
customers. Shipments of Coated Board represent sales to customers of beverage
carrierboard and folding cartonboard. Shipments from the Swedish Mill represent
sales to customers of WLC produced at this mill. Shipments of Containerboard
represent sales to customers of linerboard, corrugating medium, kraft paper and
various other items. Total shipments for the three months ended March 31, 2001
and 2000 were as follows:

<TABLE>
<CAPTION>

                                                        THREE MONTHS ENDED
                                                ----------------------------------
                                                MARCH 31,                 MARCH 31,
                                                  2001                      2000
                                                ---------                 --------
<S>                                             <C>                       <C>
(In thousands of tons)
Coated Board                                       221.3                    221.5
Swedish Mill                                        39.6                     37.2
Containerboard                                      73.5                     90.0
                                                --------                 --------
                                                   334.4                    348.7
                                                ========                 ========
</TABLE>


                                       15


<PAGE>   16
FIRST QUARTER 2001 COMPARED WITH FIRST QUARTER 2000

NET SALES

As a result of the factors described below, the Company's Net Sales in the first
quarter of 2001 increased by $3.4 million, or 1.2 percent, compared with the
first quarter of 2000. Net Sales in the Coated Board business segment increased
by $9.7 million in the first quarter of 2001, or 4.1 percent, to $248.1 million
from $238.4 million in the first quarter of 2000, due primarily to higher sales
volume in North American consumer product markets, North American soft drink
markets, and international beverage markets, and the consolidation of Rengo.
These increases were somewhat offset by lower volumes in North American beer
markets due to the timing of carton orders, and the negative impact of foreign
currency exchange rates. Net Sales in the Containerboard business segment
decreased by $6.3 million, or 20.0 percent, to $25.5 million in the first
quarter of 2001 from $31.8 million in the first quarter of 2000, due principally
to lower volumes and pricing.

GROSS PROFIT

As a result of the factors discussed below, the Company's Gross Profit for the
first quarter of 2001 decreased by $7.6 million, or 13.0 percent, to $50.7
million from $58.3 million in the first quarter of 2000. The Company's gross
profit margin decreased to 18.5 percent in the first quarter of 2001 from 21.6
percent in the first quarter of 2000. Gross Profit in the Coated Board business
segment decreased by $2.3 million, or 4.0 percent, to $55.0 million in the first
quarter of 2001 from $57.3 million in the first quarter of 2000, while its gross
profit margin decreased to 22.2 percent in the first quarter of 2001 from 24.0
percent in the first quarter of 2000. The decrease in Coated Board Gross Profit
was due primarily to increased energy costs somewhat offset by worldwide cost
reductions and higher Net Sales. Gross Profit in the Containerboard business
segment decreased by $3.8 million to $(2.7) million in the first quarter of 2001
from $1.1 million in the first quarter of 2000, while its gross profit margin
decreased to (10.6) percent in the first quarter of 2001 from 3.5 percent in the
first quarter of 2000. The decrease in Containerboard Gross Profit resulted
principally from lower volumes and pricing, and the underabsorbtion of fixed
costs due to the market related downtime taken in the first quarter of 2001.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, General and Administrative expenses increased $0.4 million, or 1.3
percent, to $30.8 million in the first quarter of 2001 from $30.4 million in the
first quarter of 2000, due primarily to certain non-recurring operating charges
recorded in the first quarter of 2001. As a percentage of Net Sales, Selling,
General and Administrative expenses were 11.2 percent in the first quarter of
2001 and 2000.

RESEARCH, DEVELOPMENT AND ENGINEERING

Research, Development and Engineering expenses increased $0.1 million, or 6.7
percent, to $1.2 million in the first quarter of 2001 from $1.1 million in the
first quarter of 2000, due primarily to higher research and development
investing relating to packaging machinery.

OTHER EXPENSE, NET

Other Expense, net, increased $5.3 million, or 190.4 percent, to $8.0 million in
the first quarter of 2001 from $2.7 million in the first quarter of 2000. This
change was principally due to non-recurring operating charges recorded in the
first quarter of 2001 primarily relating to a litigation reserve and an asset
retirement.



                                       16
<PAGE>   17
INCOME (LOSS) FROM OPERATIONS

Primarily as a result of the factors discussed above, the Company's Income from
Operations in the first quarter of 2001 decreased by $13.3 million, or 55.1
percent, to $10.8 million from $24.1 million in the first quarter of 2000, while
the Company's operating margin decreased to 4.0 percent in the first quarter of
2001 from 8.9 percent in the first quarter of 2000. Income from Operations in
the Coated Board business segment decreased by $3.8 million, or 12.6 percent, to
$26.3 million in the first quarter of 2001 from $30.1 million in the first
quarter of 2000, while the operating margin decreased to 10.6 percent in the
first quarter of 2001 from 12.6 percent in the first quarter of 2000, primarily
as a result of the factors described above. Income from Operations in the
Containerboard business segment decreased by $3.8 million to $(3.5) million in
the first quarter of 2001 from $0.3 million in the first quarter of 2000, while
the operating margin decreased to (13.7) percent in the first quarter of 2001
from 1.0 percent in the first quarter of 2000, primarily as a result of the
factors described above.

FLUCTUATIONS IN U.S. CURRENCY EXCHANGE RATES

The strengthening of the U.S. dollar currency exchange rates as compared to the
Euro and related currencies, and the Japanese Yen had a modest impact on Net
Sales, Gross Profit, Income from Operations, and operating expenses during the
first quarter of 2001.

INTEREST INCOME, INTEREST EXPENSE, INCOME TAX EXPENSE, EQUITY IN NET EARNINGS OF
AFFILIATES, AND CHANGE IN ACCOUNTING PRINCIPLE.

INTEREST INCOME

Interest Income remained constant at $0.2 million for the first quarter of 2001
and 2000.

INTEREST EXPENSE

Interest Expense decreased by $5.6 million to $40.2 million in the first quarter
of 2001 from $45.8 million in the first quarter of 2000 due primarily to lower
average debt balances but also impacted by lower average interest rates.

INCOME TAX EXPENSE

During the first quarter of 2001, the Company recognized an income tax expense
of $0.5 million on a (Loss) before Income Taxes, Equity in Net Earnings of
Affiliates, and Cumulative Effect of a Change in Accounting of $(29.2) million.
During the first quarter of 2000, the Company recognized an income tax expense
of $1.1 million on a (Loss) before Income Taxes and Equity in Net Earnings of
Affiliates of $(21.5) million. These expenses differed from the statutory
federal income tax rate primarily because of valuation allowances established on
net operating loss carryforward tax assets in the U.S. and certain international
locations where the realization of such benefits is not more likely than not.

EQUITY IN NET EARNINGS OF AFFILIATES

Equity in Net Earnings of Affiliates was comprised primarily of the Company's
equity in net earnings of Igaras, which was accounted for under the equity
method of accounting. On October 3, 2000, the Company, along with its joint
venture partner, Cia Suzano de Papel e Celulose, completed the sale of the
jointly-held subsidiary Igaras. Equity in Net Earnings of Affiliates decreased
$1.4 million to nil in the first quarter of 2001 from $1.4 million in the first
quarter of 2000 as a result of the sale of Igaras and the consolidation of
Rengo.


                                       17
<PAGE>   18
CHANGE IN ACCOUNTING PRINCIPLE

The Company is exposed to fluctuations in interest rates on its variable rate
debt and fluctuations in foreign currency transaction cash flows. The Company
actively monitors these fluctuations and uses derivative instruments from time
to time to manage its exposure. In accordance with its risk management strategy,
the Company uses derivative instruments only for the purpose of managing risk
associated with fluctuations in the cash flow of the underlying exposures
identified by management. The Company does not trade or use derivative
instruments with the objective of earning financial gains on interest or
currency rates, nor does it use leveraged instruments or instruments where there
are no underlying exposures identified. The Company's use of derivative
instruments may result in short-term gains or losses and may increase volatility
in its earnings.

On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended by SFAS No. 137, Accounting for Derivative Instruments
and Hedging Activities - Deferral of the Effective Date of FASB Statement No.
133, and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain
Hedging Activities ("SFAS No. 133"). SFAS No. 133 requires all derivative
instruments to be measured at fair value and recognized on the balance sheet as
either assets or liabilities. In addition, all derivative instruments used in
hedging relationships must be designated, reassessed and documented pursuant to
the provisions of SFAS No. 133. Upon adoption of SFAS No. 133, the Company
recognized a one-time after-tax transition adjustment to decrease earnings by
approximately $0.5 million and decrease other comprehensive income by
approximately $1.1 million. These amounts have been presented as a cumulative
effect of change in accounting principle in the accompanying Condensed
Consolidated Statement of Operations and Comprehensive Loss for the Three Months
Ended March 31, 2001 and Condensed Consolidated Balance Sheet at March 31, 2001,
respectively.

The following is a summary of the Company's derivative instruments as of March
31, 2001 and the accounting policies it employs for each:

Hedges of Anticipated Cash Flows

The following is a reconciliation of current period changes in the fair value of
the interest rate swap agreements, foreign currency forward and option contracts
which have been recorded as Accumulated Other Comprehensive (Loss) in the
accompanying Condensed Consolidated Balance Sheet at March 31, 2001 and as
Derivative Instruments (Loss) in the accompanying Condensed Consolidated
Statement of Operations and Comprehensive Loss for the Three Months Ended
March 31, 2001.

<TABLE>
<CAPTION>
(in thousands of dollars)
<S>                                                      <C>
SFAS No. 133 transition adjustment                       $ (1,094)
Current period increase in fair value                          35
                                                         --------
Balance at March 31, 2001                                $ (1,059)
                                                         ========
</TABLE>


During the three months ended March 31, 2001, there was no ineffective portion
related to the changes in fair value of the interest rate swap agreements,
foreign currency forward and option contracts and there were no amounts excluded
from the measure of effectiveness. The balance of $(1.1) million recorded in
Accumulated Other Comprehensive (Loss) at March 31, 2001 is expected to be
reclassified into future earnings, contemporaneously with and offsetting changes
in the related hedged exposure. The estimated amount to be reclassified into
future earnings as interest expense over the next twelve months through March
31, 2002 is approximately $0.5 million. The actual amount that will be
reclassified to future earnings over the next twelve months will vary from this
amount as a result of changes in market conditions. No amounts were reclassified
to earnings


                                       18
<PAGE>   19
during the first quarter of 2001 in connection with forecasted transactions that
were no longer considered probable of occurring.

Derivatives not Designated as Hedges

The Company has foreign currency forward contracts used to hedge the exposure
associated with foreign currency denominated receivables. These contracts are
presently being marked-to-market through the income statement and will continue
to be marked-to-market through the income statement.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The Company broadly defines liquidity as its ability to generate sufficient cash
flow from operating activities to meet its obligations and commitments. In
addition, liquidity includes the ability to obtain appropriate debt and equity
financing and to convert into cash those assets that are no longer required to
meet existing strategic and financial objectives. Therefore, liquidity cannot be
considered separately from capital resources that consist of current or
potentially available funds for use in achieving long-range business objectives
and meeting debt service commitments.

CASH FLOWS

Cash and equivalents increased by approximately $8.6 million in the first three
months of 2001 primarily as a result of the consolidation of Rengo somewhat
offset by purchases of property, plant and equipment. Depreciation and
amortization during the first three months of 2001 totaled approximately $41
million, and is expected to be approximately $145 million to $150 million for
2001.

The Company's cash flows from its operations and EBITDA are subject to moderate
seasonality with demand usually increasing in the spring and summer due to the
seasonality of the worldwide multiple packaging beverage segment.

LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity needs arise primarily from debt service on the
substantial indebtedness incurred in connection with the Merger, and from the
funding of its capital expenditures, ongoing operating costs, and working
capital. As of March 31, 2001, the Company had outstanding approximately $1,531
million of long-term debt, consisting primarily of $650 million aggregate
principal amount of the 1996 Notes, $250 million of the 1997 Notes, $488 million
outstanding under the Term Loan Facility and additional amounts under the
Revolving Facility and other debt issues and facilities. During the first three
months of 2001, the Company had a net increase in revolving credit facilities
borrowings of approximately $5.9 million.

DEBT SERVICE

Principal and interest payments under the Term Loan Facility and the Revolving
Facility, together with interest payments on the 1997 Notes and 1996 Notes,
represent significant liquidity requirements for the Company. Annual term loan
amortization requirements under the Term Loan Facility will be approximately
$148 million, $184 million, and $156 million for each of the years 2002 through
2004, respectively.

The loans under the Facilities bear interest at floating rates based upon the
interest rate option elected by the Company. The Tranche A term loans, Tranche B
term loans and Tranche C term loans under the Term Loan Facility bore interest
as of March 31, 2001 at an average rate per annum of 8.2 percent. The Senior
Notes, the 1997 Notes and the Senior Subordinated Notes bear interest at rates
of 10 1/4 percent, 10 5/8 percent and 10 7/8 percent, respectively. Interest
expense in 2001 is expected to be approximately $160 million, including
approximately $8 million of non-cash amortization of deferred debt


                                       19
<PAGE>   20
issuance costs. During the first three months of 2001, cash paid for interest
was approximately $29 million.

The Revolving Facility will mature in March 2003 with all amounts then
outstanding becoming due. The Company expects that its working capital and
business needs will require it to continue to have access to this or a similar
revolving credit facility after the maturity date, and that the Company
accordingly will have to extend, renew, replace or otherwise refinance such
facility at or prior to such date. No assurance can be given that it will be
able to do so.

The Company uses interest rate swap agreements to fix a portion of its variable
rate Term Loan Facility to a fixed rate in order to reduce the impact of
interest rate changes on future income. The difference to be paid or received
under these agreements is recognized as an adjustment to interest expense
related to that debt. At March 31, 2001, the Company had interest rate swap
agreements with a notional amount of $275 million, under which the Company will
pay fixed rates of 5.36 percent to 6.92 percent and receive three-month LIBOR.

COVENANT RESTRICTIONS

The Credit Agreement imposes restrictions on the Company's ability to make
capital expenditures and both the Credit Agreement and the indentures governing
the 1996 Notes and the 1997 Notes limit the Company's ability to incur
additional indebtedness. Such restrictions, together with the highly leveraged
nature of the Company, could limit the Company's ability to respond to market
conditions, meet its capital spending program, provide for unanticipated capital
investments or take advantage of business opportunities. The covenants contained
in the Credit Agreement also, among other things, restrict the ability of the
Company and its subsidiaries to dispose of assets, incur guarantee obligations,
repay the relevant 1996 Notes or the 1997 Notes, pay dividends, create liens on
assets, enter into sale and leaseback transactions, make investments, loans or
advances, make acquisitions, engage in mergers or consolidations, make capital
expenditures or engage in certain transactions with affiliates, and otherwise
restrict corporate activities. The covenants contained in such indentures also
impose restrictions on the operation of the Company's business. The Credit
Agreement also contains financial covenants that require the Company to maintain
a consolidated interest expense ratio and meet minimum EBITDA requirements.
These financial covenants provide for annual increases in the ratio and EBITDA
requirements at year end.  At March 31, 2001, the Company was in compliance with
the financial covenants in the Credit Agreement. Compliance with these covenants
for subsequent periods may be difficult given current market and other economic
conditions (see "--Outlook"). The Company's ability to comply in future periods
will depend on its ongoing financial and operating performance, which in turn
will be subject to economic conditions and to financial, business and other
factors, many of which are beyond the Company's control and will be
substantially dependent on the selling prices for the Company's products, raw
material and energy costs, and the Company's ability to successfully implement
its overall business and profitability strategies.

CAPITAL EXPENDITURES

Capital spending for the first three months of 2001 was approximately $13.5
million, down 4.8 percent from $14.1 million in the first three months of 2000.
Capital spending during the first three months of 2001 related primarily to
improving the Company's process capabilities, manufacturing packaging machinery
and environmental cluster rule compliance. Total capital spending for 2001 is
expected to be between $55 million and $65 million, and is expected to relate
principally to improving the Company's process capabilities, the production of
packaging machinery and environmental cluster rule compliance.

RESTRUCTURING ACTIVITIES

In connection with the global restructuring program initiated in the fourth
quarter of 1998, the Company is reducing its European workforce by approximately
300 employees and is implementing other initiatives designed to improve
productivity and profitability across the global organization. The initial cost
of this



                                       20
<PAGE>   21
program was approximately $25.6 million of which approximately $0.8 million was
used in December 1998 and related to severance payments. The following table
provides information that details payments on this restructuring plan since
December 31, 1998:

<TABLE>
<CAPTION>
                                                                                           Other
(In thousands of dollars)                                            Severance            Exit Costs             Total
                                                                     ----------           ----------          ----------
<S>                                                                  <C>                  <C>                 <C>
Balance at 12/31/98                                                  $   21,205           $    3,537          $   24,742
Charges against accrual in 1999                                         (11,527)                (791)            (12,318)
                                                                     ----------           ----------          ----------
Balance at 12/31/99                                                       9,678                2,746              12,424
Net charges against accrual in 2000                                      (6,669)              (2,499)             (9,168)
                                                                     ----------           ----------          ----------
Balance at 12/31/00                                                       3,009                  247               3,256
Net charges against accrual in first three months of 2001                  (125)                (130)               (255)
                                                                     ----------           ----------          ----------
Balance at 3/31/01                                                   $    2,884           $      117          $    3,001
                                                                     ==========           ==========          ==========
</TABLE>


During 2000, the Company substantially completed the restructuring plan and
reduced the reserve by $4.8 million. In addition, $2.2 million of new
restructuring activities aligned with the overall objectives of the initial plan
were completed in 2000. The Company anticipates completing this program during
2001.

As of March 31, 2001, the Company has reduced its European workforce related to
the 1998 restructuring by approximately 250 employees.

In connection with and following the Merger, the Company decided to exit certain
businesses and operating activities, including the sale or closure of the
Company's last dedicated folding carton converting plant in the United States,
located in Kankakee, Illinois, packaging machinery manufacturing plants in
Marietta, Georgia and Koln, Germany, a beverage multiple packaging converting
plant in Bakersfield, California and the trucking transportation operations in
West Monroe, Louisiana, as well as the consolidation and realignment of certain
operations in the United States, Australia and Europe. The cost of exiting these
businesses and operating activities was approximately $38.6 million which was
accrued during 1996 as a purchase accounting adjustment. The costs related
principally to the severance of approximately 750 employees, relocation and
other plant closure costs. During the first quarter of 2001, $0.1 million was
utilized and charged against the accrual primarily related to exit costs. At
March 31, 2001, $0.2 million of this total was included in Other accrued
liabilities on the Consolidated Balance Sheet and is expected to be paid out
through 2001.


                                       21
<PAGE>   22
FINANCING SOURCES AND CASH FLOWS

At March 31, 2001, the Company and its U.S. and international subsidiaries had
the following amounts of commitments, amounts outstanding and amounts available
under revolving credit facilities:

<TABLE>
<CAPTION>
                                                        TOTAL AMOUNT        TOTAL AMOUNT
                                    TOTAL AMOUNT       OUTSTANDING AT        AVAILABLE AT
                                        OF               MARCH 31,            MARCH 31,
                                    COMMITMENTS            2001                 2001
                                    -------------       -------------       ------------
(IN THOUSANDS OF DOLLARS)
<S>                                 <C>                 <C>                 <C>
Revolving Facility                  $   400,000         $   137,400         $   262,600
International Facilities                 14,578               7,562               7,016
                                    -----------         -----------         -----------
                                    $   414,578         $   144,962         $   269,616
                                    ===========         ===========         ===========
</TABLE>

The Company anticipates pursuing additional working capital financing for its
foreign operations as necessary. The Company believes that cash generated from
operations, together with amounts available under its Revolving Facility and
other available financing sources, will be adequate to permit the Company to
meet its debt service obligations, capital expenditure program requirements,
ongoing operating costs and working capital needs until the maturity of the
Revolving Facility, although no assurance can be given in this regard. The
Company's future financial and operating performance, ability to service or
refinance its debt and ability to comply with the covenants and restrictions
contained in its debt agreements (see "--Covenant Restrictions"), will be
subject to future economic conditions and to financial, business and other
factors, many of which are beyond the Company's control and will be
substantially dependent on the selling prices for the Company's products, raw
material and energy costs, and the Company's ability to successfully implement
its overall business and profitability strategies.

ENVIRONMENTAL AND LEGAL MATTERS

The Company is committed to compliance with all applicable environmental laws
and regulations throughout the world. Environmental law is, however, dynamic
rather than static. As a result, costs, which are unforeseeable at this time,
may be incurred when new laws are enacted, and when environmental agencies
promulgate or revise rules and regulations.

In late 1993, the U.S. Environmental Protection Agency proposed regulations
(generally referred to as the "cluster rules") that would mandate more stringent
controls on air and water discharges from the United States pulp and paper
mills. The cluster rules were promulgated in April 1998, and the Company
estimates the capital spending that may be required to comply with the cluster
rules could reach $55 million to be spent at its two U.S. paper mills over a
seven-year period that began in 2000.

In late 1995, the Louisiana Department of Environmental Quality ("DEQ") notified
the Predecessor of potential liability for the remediation of hazardous
substances at a wood treatment site in Shreveport, Louisiana that the
Predecessor or its predecessors previously operated, and at a former oil
refinery site in Caddo Parish, Louisiana which is on land that the Company
previously owned. In response to these notices, the Company has provided
additional information concerning these sites and has commenced its own
evaluation of any claims and remediation liabilities for which it may be
responsible. Subsequent to receipt in May 1996 of a Special Demand Letter from
DEQ to remediate the site in Shreveport, the Company entered into an agreement
with DEQ to perform a soil and groundwater investigation at the site. The
Company completed this investigation work in 1999 and is in ongoing discussions
with DEQ to develop an appropriate remediation plan and exit strategy. In
September 1996, the Company received a Special Demand Letter from DEQ to
remediate the site in Caddo Parish. The Company performed a waste inventory and
treatability study at the site and subsequently met with DEQ in October 1999. On
July 6, 2000, the Company and DEQ entered into a Settlement Agreement that
describes in detail the remedial actions necessary for the Company to obtain
full release of all future liability at this site. The Company has contracted
with a vendor to perform the remedial actions as outlined in the Settlement
Agreement and the work is currently proceeding. The Company no longer owns the
site since transferring


                                       22
<PAGE>   23
the property to another entity on October 22, 2000. The Company anticipates the
remedial actions outlined in the Settlement Agreement will be completed during
the third quarter of 2001 and, at that time, expects to be relieved of any
future liability.

The Company is involved in environmental remediation projects for certain
properties currently owned or operated by the Company, certain properties
divested by the Company for which responsibility was retained, and waste sites
where waste was shipped by predecessors of the Company or for which the Company
might have corporate successor liability. Certain of these projects are being
addressed under federal and state statutes, such as the Comprehensive
Environmental Response, Compensation and Liability Act and the state law
counterparts. The Company's costs in some instances cannot be reliably estimated
until the remediation process is substantially underway or liability at
multiparty sites has been addressed. To address these contingent environmental
costs, the Company has accrued reserves when such costs are probable and can be
reasonably estimated. The Company believes that, based on current information
and regulatory requirements, the accruals established by the Company for
environmental expenditures are adequate. Based on current knowledge, to the
extent that additional costs may be incurred that exceed the accrued reserves,
such amounts are not expected to have a material impact on the results of
operations, cash flows or financial condition of the Company, although no
assurance can be given that material costs will not be incurred in connection
with clean-up activities at these properties, including the Shreveport and Caddo
Parish sites referred to above.

The Company is a party to a number of lawsuits arising out of the ordinary
conduct of its business. While there can be no assurance as to their ultimate
outcome, the Company does not believe that these lawsuits will have a material
impact on the results of operations, cash flows or financial condition of the
Company.

The Company is a plaintiff in actions against The Mead Corporation and the R.A.
Jones Co. Inc. claiming infringement of the Company's patents for its packaging
machines. These actions are in the discovery stage.

TAX MATTERS RELATING TO THE MERGER

In connection with the Merger, the former majority owner of the Company agreed
to bear the cost of a Section 338(h)(10) election for U.S. federal tax purposes
and for purposes of state taxes for which the former majority owner and the
Company filed returns on a combined basis. The Company agreed to bear the cost
of this election for the purposes of other state taxes ("stand-alone taxes"),
including Louisiana income tax. During 1997, the Company paid $27.5 million in
estimated Louisiana stand-alone taxes relating to the election. The Company's
calculation of its Louisiana tax was based on state law in effect at the time of
the Merger, including a 1993 amendment. In May 1997, the Louisiana Supreme Court
declared the 1993 amendment to be void under the Louisiana Constitution,
retroactive to 1993. After consultation with Louisiana tax counsel, the Company
filed its Louisiana income tax return for the period ended March 27, 1996 in
reliance on the Louisiana tax law in effect at the time of the Merger, without
the payment of any additional tax due to the voiding of the 1993 amendment.

The State of Louisiana has completed its audit of the Company's tax return for
the period ended March 27, 1996. On May 9, 2000, the Company received a Notice
of Proposed Tax Due for this period in the amount of $47.6 million in tax and
$27.8 million in statutory interest through June 4, 2000. The Company requested
and received an extension to July 15, 2000 to respond to the Notice of Proposed
Tax Due. On July 14, 2000, the Company filed a letter protesting the tax and
interest due, and requested an informal conference with the Louisiana Department
of Revenue. This action does not preclude the Company from paying the amount at
issue in order to avoid the accrual of additional interest should the Company
decide to pay and contest the matter before the Louisiana courts. There can be
no assurance that the Company will ultimately prevail in this dispute. However,
management believes that the additional tax and interest ultimately paid (if
any) will be substantially less than the amounts listed on the Notice of
Proposed Tax Due, although no assurance can be given in this regard. Since the
law is unclear and the


                                       23
<PAGE>   24
amounts involved are significant, it may be several years before this matter is
resolved. For financial reporting purposes, any tax ultimately paid related to
this matter would increase the goodwill recorded in connection with the Merger
and any interest ultimately paid would be recorded as interest expense.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

Certain of the statements contained in this report (other than the financial
statements and other statements of historical fact) are forward-looking
statements, including, without limitation, (i) the statements in "-Business
Trends and Initiatives" concerning (a) the Company's expectation regarding
downtime during the remainder of 2001, (b) the improvements which the Company's
long-term initiatives, including, without limitation, its profit center
reorganization and global restructuring program, are designed to achieve, (c)
the Company's expectation that capital expenditures will range from $55 million
to $65 million in 2001, (d) the Company's expectation that its global
restructuring program will be completed during 2001, and (e) the Company's
expectation regarding packaging machinery placements; (ii) the statements in
"-Outlook" concerning (a) the Company's expectation that its 2001 EBITDA will be
comparable to its 2000 EBITDA as well as each of the factors which the Company
believes support such expectation, (b) the Company's expectations regarding
sales volumes in its worldwide beverage markets and continued growth in its
North American consumer product markets, (c) the Company's expectation regarding
containerboard sales and margins, and (d) the Company's expectation regarding
increased energy costs; (iii) the statements in "Financial Condition, Liquidity
and Capital Resources" concerning (a) the Company's expectation that
depreciation and amortization for 2001 will be approximately $145 million to
$150 million, (b) the Company's expectation that 2001 interest expense will be
approximately $160 million, including approximately $8 million of non-cash
amortization of deferred debt issuance costs, (c) the Company's expectation that
total capital spending for 2001 will range from $55 million to $65 million, (d)
the Company's belief that cash generated from operations, together with amounts
available under available financing sources, will be adequate to permit the
Company to meet its debt service obligations, capital expenditure program
requirements, ongoing operating costs and working capital needs until the
maturity of the Revolving Facility, (e) the Company's expectations with respect
to capital spending that may be required to comply with the cluster rules and
that, based on current knowledge, environmental costs are not expected to have a
material impact on the results of operations, cash flows or financial condition
of the Company, (f) the Company's belief and estimates in respect of certain
Louisiana income tax matters relating to the Section 338(h)(10) election,
including, without limitation, management's belief that additional tax and
interest ultimately paid (if any) would be substantially less than the amounts
listed on the Notice of Proposed Tax Due; (iv) other statements as to
management's or the Company's expectations and beliefs presented in this
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Forward-looking statements are made based upon management's current expectations
and beliefs concerning future developments and their potential effects upon the
Company. There can be no assurance that future developments will be in
accordance with management's expectations or that the effect of future
developments on the Company will be those anticipated by management. The
important factors described elsewhere in this report (including, without
limitation, those discussed in "- Financial Condition, Liquidity and Capital
Resources - Liquidity and Capital Resources - Environmental and Legal Matters"
and "- Tax Matters Relating to the Merger"), the Company's Report on Form 10-K
for the year ended December 31, 2000, or in other Securities and Exchange
Commission filings, could affect (and in some cases have affected) the Company's
actual results and could cause such results to differ materially from estimates
or expectations reflected in such forward-looking statements.

While the Company periodically reassesses material trends and uncertainties
affecting the Company's results of operations and financial condition in
connection with its preparation of management's discussion and analysis of
results of operations and financial condition contained in its quarterly and
annual reports, the Company does not intend to review or revise any particular
forward-looking statement referenced in this report in light of future events.


                                       24
<PAGE>   25
RECENT ACCOUNTING PRONOUNCEMENTS

Not applicable

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

For a discussion of certain market risks related to the Company, see Part II,
Item 7A, "Quantitative and Qualitative Disclosure about Market Risk", in the
Company's Annual Report on Form 10-K for the fiscal period ended December 31,
2000. There have been no significant developments with respect to derivatives or
exposure to market risk during the first three months of 2001.



                                       25
<PAGE>   26
PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

Not applicable

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

Not applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

Not applicable

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

Not applicable

ITEM 5.  OTHER INFORMATION.

Not applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits.

99       Reconciliation of Income (Loss) from Operations to EBITDA. Filed as an
         exhibit hereto.

(b)  Reports on Form 8-K.

Not applicable



                                       26
<PAGE>   27

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        RIVERWOOD HOLDING, INC.
                                    -------------------------------------------
                                        (Registrant)



Date:    May 14, 2001               By:
                                          /s/  Edward W. Stroetz Jr.
                                    -------------------------------------------
                                               Edward W. Stroetz Jr.
                                               Secretary


Date:    May 14, 2001               By:
                                          /s/  Daniel J. Blount
                                    -------------------------------------------
                                               Daniel J. Blount
                                               Senior Vice President and
                                               Chief Financial Officer



                                       27