Berry Plastics 10Q/A 2012 Q2 Quarterly report (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2012

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 033-75706-01

BERRY PLASTICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

35-1814673

(State or other jurisdiction

of incorporation or organization)

(IRS employer

identification number)

SEE TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Registrant’s telephone number, including area code: (812) 424-2904

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ X ] Smaller reporting company [ ]

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

As of May 14, 2012, all of the outstanding 100 shares of the Common Stock, $.01 par value, of Berry Plastics Corporation were held by Berry Plastics Group, Inc.

Table of Additional Registrant Guarantors

Exact Name	Jurisdiction of Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.	Name, Address and Telephone Number of Principal Executive Offices
Aerocon, LLC	Delaware	3089	35-1948748	(a)
Berry Iowa, LLC	Delaware	3089	42-1382173	(a)
Berry Plastics Design, LLC	Delaware	3089	62-1689708	(a)
Berry Plastics Technical Services, Inc.	Delaware	3089	57-1029638	(a)
Berry Sterling Corporation	Delaware	3089	54-1749681	(a)
CPI Holding Corporation	Delaware	3089	34-1820303	(a)
Knight Plastics, LLC	Delaware	3089	35-2056610	(a)
Packerware, LLC	Delaware	3089	48-0759852	(a)
Pescor, Inc.	Delaware	3089	74-3002028	(a)
Poly-Seal, LLC	Delaware	3089	52-0892112	(a)
Venture Packaging, Inc.	Delaware	3089	51-0368479	(a)
Venture Packaging Midwest, Inc.	Delaware	3089	34-1809003	(a)
Berry Plastics Opco, Inc.	Delaware	3089	30-0120989	(a)
Berry Plastics Acquisition Corporation V	Delaware	3089	36-4509933	(a)
Berry Plastics Acquisition Corporation IX	Delaware	3089	35-2184302	(a)
Berry Plastics Acquisition Corporation X	Delaware	3089	35-2184301	(a)
Berry Plastics Acquisition Corporation XI	Delaware	3089	35-2184300	(a)
Berry Plastics Acquisition Corporation XII	Delaware	3089	35-2184299	(a)
Berry Plastics Acquisition Corporation XIII	Delaware	3089	35-2184298	(a)
Berry Plastics Acquisition Corporation XV, LLC	Delaware	3089	35-2184293	(a)
Kerr Group, LLC	Delaware	3089	95-0898810	(a)
Saffron Acquisition, LLC	Delaware	3089	94-3293114	(a)
Setco, LLC	Delaware	3089	56-2374074	(a)
Sun Coast Industries, LLC	Delaware	3089	59-1952968	(a)
Cardinal Packaging, Inc.	Delaware	3089	34-1396561	(a)
Covalence Specialty Adhesives LLC	Delaware	2672	20-4104683	(a)
Covalence Specialty Coatings LLC	Delaware	2672	20-4104683	(a)
Caplas LLC	Delaware	3089	20-3888603	(a)
Caplas Neptune, LLC	Delaware	3089	20-5557864	(a)
Captive Plastics Holdings, LLC	Delaware	3089	20-1290475	(a)
Captive Plastics, LLC	Delaware	3089	22-1890735	(a)
Grafco Industries Limited Partnership	Maryland	3089	52-1729327	(a)
Rollpak Corporation	Delaware	3089	35-1582626	(a)
Pliant, LLC	Delaware	2673	43-2107725	(a)
Pliant Corporation International	Utah	2673	87-0473075	(a)
Uniplast Holdings, LLC	Delaware	2673	13-3999589	(a)
Uniplast U.S., Inc.	Delaware	2673	04-3199066	(a)
Berry Plastics SP, Inc.	Delaware	3089	52-1444795	(a)
Berry Plastics Filmco, Inc.	Delaware	3089	34-1848686	(a)
BPRex Closure Systems, LLC	Delaware	3089	27-4588544	(a)
BPRex Closures, LLC	Delaware	3089	27-4579074	(a)
BPRex Delta, Inc.	Delaware	3089	71-0725503	(a)
BPRex Closures Kentucky, Inc.	Delaware	3089	56-2209554	(a)

(a) 101 Oakley Street, Evansville, IN 47710

EXPLANATORY NOTE

Berry Plastics Corporation (“Berry” or the Company) is filing this amendment to its Form 10-Q for the period ended March 31, 2012 (this “Amendment” or “10-Q/A”) as originally filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2012 (the “Original Filing”), to amend the following items:

· The presentation of our Guarantor and Non-Guarantor of Financial Information. The Company has notes outstanding which are fully, jointly, severally, and unconditionally guaranteed by substantially all of Berry’s domestic subsidiaries. Separate narrative information or financial statements of the guarantor subsidiaries have not been included because they are 100% owned by the parent company and the guarantor subsidiaries unconditionally guarantee such debt on a joint and several basis. A guarantee of a guarantor of the securities will terminate upon the following customary circumstances: the sale of the capital stock of such guarantor if such sale complies with the indenture, the designation of such guarantor as an unrestricted subsidiary, the defeasance or discharge of the indenture, as a result of the holders of certain other indebtedness foreclosing on a pledge of the shares of a guarantor subsidiary or if such guarantor no longer guarantees certain other indebtedness of the issuer. The guarantees are also limited as necessary to prevent them from constituting a fraudulent conveyance under applicable law and guarantees guaranteeing subordinated debt are subordinated to certain other of the Company’s debts. Our guarantor financial information includes all of our domestic operating subsidiaries and our non-guarantor subsidiaries include our foreign subsidiaries and BP Parallel, LLC, a domestic non-guarantor subsidiary that was established to repurchase debt obligations of the Company and Berry Plastics Group, Inc., the parent company of the Company. The debt repurchases were all made in open market transactions with third parties.

The Company has revised its presentation for the Guarantor and Non-Guarantor Financial Information in this Amendment. The Company uses the equity method to account for its investment in its subsidiaries. The revised presentation separates the intercompany receivable balance that was previously included in our Parent Company – Investment in Subsidiary line item on the balance sheet. The revised presentation also separates the intercompany payable from total equity. There is no stated redemption date on these intercompany balances, so they are recorded as a current asset and a current liability in our balance sheet. We have also revised the presentation of our statement of cash flows and reclassified the activity for our Parent Company from Operating Activities to Investing Activities and for our Guarantor and Non-Guarantor subsidiaries from Operating Activities to Investing and Financing Activities. The principal elimination entries eliminate investments in subsidiaries, intercompany balances and repurchases of debt obligations of Berry Plastics Corporation by BP Parallel, LLC.

· Based on the re-evaluation of the deficiencies disclosed in our Form 10-KA, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were not effective to ensure that information required to be disclosed was reported at the acceptable level of detail for the period covered by the Original Filing.

This Amendment amends the following sections of the Original Filing:

Item 1 - Financial Statements

Item 4 - Controls and Procedures

Item 6 - Exhibits

In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications in connection with this Amendment (Exhibits 31.1, 31.2, 32.1, and 32.2).

Except as described above, no other amendments have been made to the Original Filing. This amendment does not reflect any events that have occurred subsequent to the date of the Original Filing and speaks only as of such date.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

· risks associated with our substantial indebtedness and debt service;

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

· performance of our business and future operating results;

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

· reliance on unpatented know-how and trade secrets;

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

· risks related to disruptions in the overall economy and the financial markets may adversely impact our business;

· catastrophic loss of one of our key manufacturing facilities;

· risks of competition, including foreign competition, in our existing and future markets;

· general business and economic conditions, particularly an economic downturn; and

· the other factors discussed in our Form 10-K for the fiscal year ended October 1, 2011 in the section titled “Risk Factors.”

Readers should carefully review the factors discussed in our Form 10-K for the fiscal year ended October 1, 2011 in the section titled “Risk Factors” and other risk factors identified from time to time in our periodic filings with the Securities and Exchange Commission (“SEC”) and should not place undue reliance on our forward-looking statements. We undertake no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

AVAILABLE INFORMATION

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

Berry Plastics Corporation

Form 10-Q/A Index

For Quarterly Period Ended March 31, 2012

Page No.

Part I. Financial Information

Item 1. Financial Statements:

Consolidated Balance Sheets........................................................................................... 6

Consolidated Statements of Operations and Comprehensive Income (Loss)........ 7

Consolidated Statements of Changes in Stockholders’ Equity................................. 8

Consolidated Statements of Cash Flows....................................................................... 9

Notes to Consolidated Financial Statements................................................................ 10

Item 4. Controls and Procedures................................................................................................... 25

Part II. Other Information

Item 6. Exhibits................................................................................................................................. 25

Berry Plastics Corporation

Consolidated Balance Sheets

(In Millions of Dollars)

	March 31, 2012	October 1, 2011
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$ 32	$ 42
Accounts receivable (less allowance for doubtful accounts of $2 at March 31, 2012 and $4 at October 1, 2011)
	490	543
Inventories:
Finished goods	345	338
Raw materials and supplies	231	240
	576	578
Deferred income taxes	61	62
Prepaid expenses and other current assets	46	30
Total current assets	1,205	1,255

Property, plant and equipment
Land, buildings and improvements	251	268
Equipment and construction in progress	1,926	1,836
	2,177	2,104
Less accumulated depreciation	964	854
	1,213	1,250

Goodwill, intangible assets and deferred costs, net	2,621	2,704
Other assets	471	396
Total assets	$5,510	$5,605

Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$ 316	$ 352
Accrued expenses and other current liabilities	267	285
Current portion of long-term debt	34	34
Total current liabilities	617	671

Long-term debt, less current portion	4,477	4,537
Deferred income taxes	211	204
Other long-term liabilities	181	187
Total liabilities	5,486	5,599

Commitments and contingencies
Stockholders' equity:
Parent company investment, net	623	627
Non-controlling interest	3	3
Accumulated deficit	(563)	(576)
Accumulated other comprehensive loss	(39)	(48)
Total stockholders’ equity	24	6
Total liabilities and stockholders' equity	$5,510	$5,605

See notes to consolidated financial statements.

Berry Plastics Corporation

Consolidated Statements of Operations and

Comprehensive Income (Loss)

(Unaudited)

(In Millions of Dollars)

	Quarterly Period Ended		Two Quarterly Periods Ended
	March 31, 2012	April 2, 2011	March 31, 2012	April 2,2011
Net sales	$ 1,183	$ 1,104	$ 2,320	$ 2,145
Costs and expenses:
Cost of goods sold	972	939	1,944	1,841
Selling, general and administrative	81	70	151	133
Amortization of intangibles	26	26	54	53
Restructuring and impairment charges	3	10	26	31
Other operating expenses	10	7	25	17
Operating income	91	52	120	70

Other expense (income), net	2	—	(1)	66
Interest expense	82	80	164	160
Interest income	(34)	(26)	(65)	(48)
Net income (loss) before income taxes	41	(2)	22	(108)
Income tax expense (benefit)	16	—	9	(37)
Net income (loss)	$ 25	$ (2)	$ 13	$ (71)

Comprehensive income (loss)

(57)

See notes to consolidated financial statements.

Berry Plastics Corporation

Consolidated Statement of Changes in Stockholders' Equity

For the Quarterly Period Ended March 31, 2012 and April 2, 2011

(Unaudited)

(In Millions of Dollars)

	Parent Company Investment, net	Non-Controlling Interest	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Balance at October 2, 2010	$ 627	$ —	$ (347)	$ (23)	$257
Stock compensation expense	1	—	—	—	1
Derivative amortization	—	—	—	1	1
Net loss	—	—	(71)	—	(71)
Interest rate hedge, net of tax	—	—	—	5	5
Currency translation	—	—	—	9	9
Balance at April 2, 2011	$ 628	$ —	$ (418)	$ (8)	$202

	Parent Company Investment, net	Non-Controlling Interest	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Balance at October 1, 2011	$ 627	$ 3	$ (576)	$ (48)	$ 6
Net transfers to parent	(6)	—	—	—	(6)
Stock compensation expense	2	—	—	—	2
Derivative amortization	—	—	—	1	1
Net income	—	—	13	—	13
Currency translation	—	—	—	8	8
Balance at March 31, 2012	$ 623	$ 3	$ (563)	$ (39)	$ 24

See notes to consolidated financial statements.

Berry Plastics Corporation

Consolidated Statements of Cash Flows

(Unaudited)

(In Millions of Dollars)

	Two Quarterly Periods Ended
	March 31, 2012	April 2, 2011
Operating activities
Net income (loss)	$ 13	$ (71)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	122	116
Amortization of intangibles	54	53
Non-cash interest expense	10	9
Non-cash interest income	(64)	(48)
Deferred income tax expense (benefit)	7	(39)
Loss on disposal and impairment of assets	20	—
Loss on extinguishment of debt	—	68
Other non-cash expense	3	15
Changes in operating assets and liabilities:
Accounts receivable, net	54	(2)
Inventories	(4)	39
Prepaid expenses and other assets	(3)	7
Accounts payable and other liabilities	(58)	(35)
Net cash from operating activities	154	112
Investing activities
Additions to property, plant and equipment	(106)	(94)
Proceeds from disposal of assets	8	2
Investment in Berry Plastics Group debt securities	(4)	—
Acquisition of businesses, net of cash acquired	7	(2)
Net cash from investing activities	(95)	(94)
Financing activities
Proceeds from long-term borrowings	—	800
Repayments on long-term borrowings	(63)	(824)
Debt financing costs	—	(16)
Transfers to parent, net	(6)	—
Net cash from financing activities	(69)	(40)
Effect of exchange rate changes on cash	—	—
Net change in cash	(10)	(22)
Cash and cash equivalents at beginning of period	42	148
Cash and cash equivalents at end of period	$ 32	$ 126

See notes to consolidated financial statements.

Berry Plastics Corporation

Notes to Consolidated Financial Statements

(Unaudited)

(In Millions of dollars, except as otherwise noted)

1. Background and Nature of Operations

Berry Plastics Corporation (“Berry” or the “Company”) is one of the world’s leading manufacturers and marketers of plastic packaging products, plastic film products, specialty adhesives and coated products. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. (“Berry Group”) which is primarily owned by affiliates of Apollo Management, L.P. (“Apollo”) and Graham Partners. Berry’s key principal products include containers, drink cups, bottles, closures and overcaps, tubes and prescription containers, trash bags, stretch films, engineered films, printed films and tapes which we sell into a diverse selection of attractive and stable end markets, including food and beverage, healthcare, personal care, quick service and family dining restaurants, custom and retail, agricultural, horticultural, institutional, industrial, construction, aerospace, and automotive.

2. Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of Berry have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions for Form 10-Q and Article 10 of Regulation S-X of the Securities Act of 1934. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full fiscal year. The accompanying financial statements include the results of the Company and its wholly and majority owned subsidiaries. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended October 1, 2011. All intercompany transactions have been eliminated. The Company issued financial statements by filing with the Securities and Exchange Commission and has evaluated subsequent events up to the time of the filing.

Related Party Transactions and Allocations

The Company has recorded management fees of $3 and $2 for the quarterly period ended and $5 and $4 for the two quarterly periods ended March 31, 2012 and April 2, 2011, charged by Apollo and other investors to Berry Group and recorded income taxes to push down the respective amounts that relate to the consolidated operations of the Company. Parent company investment, net in our Consolidated Balance Sheets includes the equity from Berry Group that was invested in Berry by Apollo and other shareholders.

BP Parallel LLC, a non-guarantor subsidiary of the Company, has invested $4 to purchase assignments of $5 of Berry Group’s senior unsecured term loan (“Senior Unsecured Term Loan”) for the two quarterly periods ended March 31, 2012. As of March 31, 2012, BP Parallel LLC, had invested $195 to purchase assignments of $553 of Berry Group’s senior unsecured term loan. The Company has the intent and ability to hold these securities to maturity. The investment is stated at amortized cost and the discount is being accreted under the effective interest method to interest income until the maturity of the debt. The Company has recorded their investment in Other assets in the Consolidated Balance Sheets with the fair value of the investments exceeding book value by $116 at March 31, 2012. We record the non-cash interest income and the accretion income from the discount on the purchase of Senior Unsecured Term Loan in Interest income in the Consolidated Statements of Operations. The Company recognized interest and accretion income of $33 and $26 for the quarterly period ended and $64 and $48 for the two quarterly periods ended March 31, 2012 and April 2, 2011, respectively. The net outstanding balance of the Senior Unsecured Term Loan was $53 at March 31, 2012.

Berry Group filed Form S-1 Registration Statement on March 23, 2012 with the SEC to sell shares of common stock in an initial public offering.

3. Acquisitions

Rexam Specialty and Beverage Closures

In September 2011, the Company acquired 100% of the capital stock of Rexam Closures Kentucky Inc., Rexam Delta Inc., Rexam Closures LLC, Rexam Closure Systems LLC, Rexam de Mexico S. de R.L. de C.V., Rexam Singapore PTE Ltd., Rexam Participacoes Ltda. and Rexam Plasticos do Brasil Ltda. (collectively, “Rexam SBC”) pursuant to an Equity Purchase Agreement by and among Rexam Inc., Rexam Closures and Containers Inc., Rexam Closure Systems Inc., Rexam Plastic Packaging Inc., Rexam Brazil Closure Inc., Rexam Beverage Can South America S.A. and the Company. The aggregate purchase price was $351 ($340, net of cash acquired and working capital settlement during 2012). Rexam SBC’s primary products include plastic closures, fitments and dispensing closure systems, and jars. The newly added business is operated in the Company’s Rigid Closed Top reporting segment. To finance the purchase, the Company used cash on hand and existing credit facilities. The Rexam SBC acquisition has been accounted for under the purchase method of accounting, and accordingly, the purchase price has been allocated to the identifiable assets and liabilities based on estimated fair values at the acquisition date.

The Company has not finalized the purchase price allocation and it is subject to change. The Company is finalizing its allocation of the purchase price to deferred income taxes and working capital. The Company has recognized goodwill on this transaction as a result of expected synergies. A portion of the goodwill will not be deductible for tax purposes. The following table summarizes the preliminary allocation of the net purchase price and the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition:

Working capital	$ 69
Property and equipment	199
Intangible assets	43
Goodwill	42
Other long-term liabilities	(13)
Net assets acquired	$340

Pro forma net sales and pro forma net loss was $1,223 and $1 for the quarterly period ended and $2,370 and $68 for the two quarterly periods ended April 2, 2011, respectively. The pro forma net sales and net loss assume that the Rexam SBC acquisition had occurred as of the beginning of the respective period. The pro forma information presented above is for informational purposes only and is not necessarily indicative of the operating results that would have occurred had the Rexam SBC acquisition been consummated at the beginning of the respective period, nor is it necessarily indicative of future operating results. Further, the information reflects only pro forma adjustments for additional interest expense, amortization and closing expenses, net of the applicable income tax effects.

LINPAC Packaging Filmco, Inc.

In August 2011, the Company acquired 100% of the common stock of LINPAC Packaging Filmco, Inc. (“Filmco”) from LINPAC USA Holdings, Inc., a subsidiary of the UK-based LINPAC Group for a purchase price of $19. Filmco is a manufacturer of PVC stretch film packaging for fresh meats, produce, freezer and specialty applications. The newly added business is operated in the Company’s Engineered Materials reporting segment. To finance the purchase, the Company used cash on hand and existing credit facilities. The Filmco acquisition has been accounted for under the purchase method of accounting, and accordingly, the preliminary purchase price has been allocated to the identifiable assets and liabilities based on estimated fair values at the acquisition date. The Company has not finalized the purchase price allocation and it is subject to change. The Company is finalizing its allocation of the purchase price to deferred income taxes. The Company has recognized goodwill on this transaction as a result of expected synergies. A portion of the goodwill will not be deductible for tax purposes.

4. Restructuring and Impairment Charges

The Company incurred restructuring costs related to severance, asset impairment and facility exit costs of $3 and $10 for the quarterly period ended and $26 and $31 for the two quarterly periods ended as of March 31, 2012 and April 2, 2011, respectively. The tables below set forth the significant components of the restructuring charges recognized for the quarterly period ended March 31, 2012 and April 2, 2011, by segment:

	Quarterly Period Ended		Two Quarterly Periods Ended
	March 31, 2012	April 2, 2011	March 31, 2012	April 2, 2011
Rigid Open Top
Severance and termination benefits	$−	$ 1	$−	$ 1
Total	$−	$ 1	$−	$ 1

Rigid Closed Top
Severance and termination benefits	$−	$ 2	$ 2	$ 2
Facility exit costs and other	1	−	1	−
Asset impairment	1	−	4	−
Total	$ 2	$ 2	$ 7	$ 2

Engineered Materials
Severance and termination benefits	$ 1	$ 1	$ 2	$ 2
Facility exit costs and other	−	2	1	5
Asset impairment	−	−	16	14
Total	$ 1	$ 3	$ 19	$ 21

Flexible Packaging
Severance and termination benefits	$−	$ 2	$−	$ 4
Facility exit costs and other	−	1	−	1
Asset impairment	−	1	−	2
Total	$−	$ 4	$−	$ 7

Consolidated
Severance and termination benefits	$1	$ 6	$ 4	$ 9
Facility exit costs and other	1	3	2	6
Asset impairment	1	1	20	16
Total	$ 3	$ 10	$ 26	$ 31

The table below sets forth the activity with respect to the restructuring accrual at October 1, 2011 and March 31, 2012:

	Severance and termination benefits	Facilities exit costs and other	Non-cash	Total
Balance at fiscal year end 2010	$3	$ 3	$–	$ 6
Charges	11	10	35	56
Non-cash asset impairment	–	–	(35)	(35)
Cash payments	(10)	(10)	–	(20)
Balance at October 1, 2011	4	3	–	7

Charges	4	2	20	26
Non-cash asset impairment	–	–	(20)	(20)
Cash payments	(4)	(2)	–	(6)
Balance at March 31, 2012	$ 4	$ 3	$–	$ 7

The Company made the decision to exit operations in the Engineered Materials division. This decision resulted in non-cash impairment charges of $17 recorded in Restructuring and impairment charges on the Consolidated Statement of Operations. The exited operations were immaterial to the Company and Engineered Materials segment.

5. Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities

The following table sets forth the totals included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.

	March 31, 2012	October 1, 2011
Employee compensation, payroll and other taxes	$ 79	$101
Interest	62	62
Rebates	62	60
Other	64	62
	$267	$285

The following table sets forth the totals included in Other long-term liabilities on the Consolidated Balance Sheets.

	March 31, 2012	October 1, 2011
Lease retirement obligation	$ 20	$ 20
Sale-lease backdeferred gain	34	35
Pension liability	75	79
Other	52	53
	$181	$187

6. Long-Term Debt

Long-term debt consists of the following:

	Maturity Date	March 31, 2012	October 1, 2011
Term loan	April 2015	$ 1,140	$ 1,146
Revolving line of credit	June 2016	150	195
First Priority Senior Secured Floating Rate Notes	February 2015	681	681
8¼% First Priority Senior Secured Notes	November 2015	370	370
Second Priority Senior Secured Floating Rate Notes	September 2014	210	210
9 ½% Second Priority Senior Secured Notes	May 2018	500	500
9 ¾% Second Priority Senior Secured Notes	January 2021	800	800
10¼% Senior Subordinated Notes	March 2016	127	127
11% Senior Subordinated Notes	September 2016	455	455
Debt discount, net		(11)	(13)
Capital leases and other	Various	89	100
		4,511	4,571
Less current portion of long-term debt		(34)	(34)
		$ 4,477	$ 4,537

The current portion of long-term debt consists primarily of $12 of principal payments on the term loan and $22 of principal payments related to capital lease obligations. The Company was in compliance with its covenants as of March 31, 2012.

7. Financial Instruments and Fair Value Measurements

As part of the overall risk management, the Company uses derivative instruments to reduce exposure to changes in interest rates attributed to the Company’s floating-rate borrowings. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. To the extent hedging relationships are found to be effective, as determined by FASB guidance, changes in fair value of the derivatives are offset by changes in the fair value of the related hedged item are recorded to Accumulated other comprehensive loss. Management believes hedge effectiveness is evaluated properly in preparation of the financial statements.

Cash Flow Hedging Strategy

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of Accumulated other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings.

In November 2010, the Company entered into two separate interest rate swap transactions to manage cash flow variability associated with $1 billion of the outstanding variable rate term loan debt (the “2010 Swaps”). The first agreement had a notional amount of $500 and became effective in November 2010. The agreement swaps three month variable LIBOR contracts for a fixed three year rate of 0.8925% and expires in November 2013. The second agreement had a notional amount of $500 and became effective in December 2010. The agreement swaps three month variable LIBOR contracts for a fixed three year rate of 1.0235% and expires in November 2013. In August 2011, the Company began utilizing 1-month LIBOR contracts for the underlying senior secured credit facility. The Company’s change in interest rate selection caused the Company to lose hedge accounting on both of the interest rate swaps. The Company recorded subsequent changes in fair value in the Consolidated Statement of Operations and will amortize the unrealized losses to Interest expense through the end of the respective swap agreements.

	Liability Derivatives
Derivatives not designated as hedging instruments under FASB guidance	Balance Sheet Location	March 31, 2012	October 1, 2011
Interest rate swaps – 2010 Swaps	Other long-term liabilities	$7	$8

The effect of the derivative instruments on the Consolidated Statement of Operations for the quarterly period ended March 31, 2012 and April 2, 2011, are as follows:

		Quarterly Period Ended		Two Quarterly Periods Ended
Derivatives not designated as hedging instruments under FASB guidance	Statement of Operations Location	March 31, 2012	April 2, 2011	March 31, 2012	April 2, 2011
Interest rate swaps – 2010 Swaps	Other expense (income)	$ 2	$–	$ (1)	$(1)
	Interest expense	$1	$–	$ 2	$ 1

The Fair Value Measurements and Disclosures section of the Accounting Standards Codification (“Codification” or “ASC”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and establishes a framework for measuring fair value. This section also establishes a three-level hierarchy (Level 1, 2 or 3) for fair value measurements based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. This section also requires the consideration of the counterparty’s or the Company’s nonperformance risk when assessing fair value.

The Company’s interest rate swap fair values were determined using Level 2 inputs as other significant observable inputs were not available.

The Company’s financial instruments consist primarily of cash and cash equivalents, investments, long-term debt, interest rate swap agreements and capital lease obligations. The fair value of the Company’s investments and long-term debt were determined using Level 2 inputs, which include using quoted prices in inactive markets or significant other observable inputs for identical or comparable assets or liabilities. The fair value of our investments exceeded book value at March 31, 2012 and October 1, 2011, by $116 and $159, respectively. The following table summarizes our long-term indebtedness for which the book value was in excess of the fair value:

	March 31, 2012	October 1, 2011
First Priority Senior Secured Floating Rate Notes	$2	$ 61
9 ½% Second Priority Notes	–	83
9¾% Second Priority Notes	–	140
Second Priority Senior Secured Floating Rate Notes	7	38
11% Senior Subordinated Notes	–	64
10 ¼% Senior Subordinated Notes	–	18

Non-recurring Fair Value Measurements

The Company has certain assets that are measured at fair value on a non-recurring basis when impairment indicators are present. The assets are adjusted to fair value only when the carrying values exceed the fair values. The categorization of the framework used to price the assets is considered a Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. These assets include primarily our definite lived and indefinite lived intangible assets, including Goodwill and our property plant and equipment. For the quarterly period ended March 31, 2012, there were no adjustments to the fair value of our goodwill or other indefinite lived intangible assets as there were no indicators that would have required interim testing.

Included in the following table are the major categories of assets measured at fair value on a non-recurring basis as of March 31, 2012, along with the impairment loss recognized on the fair value measurement during the period:

	As of March 31, 2012
	Level 1	Level 2	Level 3
	Quoted Prices in Active Markets for Identical Assets or Liabilities	Significant Other Observable Inputs	Significant Unobservable Inputs	Total	Quarter Ended March 31, 2012 Impairment Loss	Two Quarterly Periods Ended March 31, 2012 Impairment Loss
Definite lived intangible assets	$ -	$ -	$ 814	$ 814	$ -	$ 17
Property, plant, and equipment	-	-	1,213	1,213	1	3
Total	$ -	$ -	$ 2,027	$ 2,027	$ 1	$ 20

	As of April 2, 2011
	Level 1	Level 2	Level 3
	Quoted Prices in Active Markets for Identical Assets or Liabilities	Significant Other Observable Inputs	Significant Unobservable Inputs	Total	Quarter Ended April 2, 2011 Impairment Loss	Two Quarterly Periods Ended April 2, 2011 Impairment Loss
Property, plant, and equipment	-	-	$ 1,112	$ 1,112	$ 1	$ 16
Total	$ -	$ -	$ 1,112	$ 1,112	$ 1	$ 16

Valuation of Property, Plant and Equipment and Definite Lived Intangible Assets

The Company periodically realigns their manufacturing operations which results in facilities being closed and shut down and equipment transferred to other facilities or equipment being scrapped. The Company utilizes appraised values to corroborate the fair value of the facilities and has utilized a scrap value based on prior facility shut downs to estimate the fair value of the equipment, which has approximated the actual value that was received. When impairment indicators exist, the Company will also perform an undiscounted cash flow analysis to determine the recoverability of the Company’s long lived assets. The Company wrote-down their property, plant, and equipment with a carrying value of $1,216 to its fair value of $1,213, which resulted in an impairment charge of $3 for the two quarterly periods ended March 31, 2012. The Company wrote-down their definite lived intangible assets with a carrying value of $831 to their fair value of $814, which resulted in an impairment charge of $17 for the two quarterly periods ended March 31, 2012. These charges were due to their decision to exit certain operations that were immaterial to the Company’s consolidated operations. The Company also wrote-down their property, plant, and equipment with a carrying value of $1,128 to its fair value of $1,112, which resulted in an impairment charge of $16 for the two quarterly periods ended April 2, 2011.

8. Income Taxes

The effective tax rate from continuing operationswas 40% and 34%for the two quarterly periods ended March 31, 2012 and April 2, 2011, respectively. A reconciliation of income tax benefit, computed at the federal statutory rate, to income tax expense (benefit), as provided for in the financial statements, is as follows:

	Quarterly Period Ended		Two Quarterly Periods Ended
	March 31, 2012	April 2, 2011	March 31, 2012	April 2, 2011
Income tax expense (benefit) computed at statutory rate	$15	$(1)	$8	$(38)
State income tax expense (benefit), net of federal taxes	1	−	−	(1)
Change in valuation allowance	−	1	1	3
Other	−	−	−	(1)
Income tax expense (benefit)	$16	$−	$9	$(37)

9. Operating Segments

Effective January 1, 2012 the Company reorganized its flexible films businesses, which included the Tapes, Bags and Coatings and Specialty Films divisions, into two new operating divisions; Flexible Packaging and Engineered Materials. The Company’s operations are organized into four reporting segments: Rigid Open Top, Rigid Closed Top, Engineered Materials, and Flexible Packaging. The prior year amounts have been restated for the new operating segments. The Company has manufacturing and distribution centers in the United States, Canada, Mexico, Belgium, Australia, Brazil, Malaysia, Germany and India. The United States operation represents 93% of the Company’s net sales and 94% of the long-lived assets. The Canadian operations represent 2% of net sales and 2% of long-lived assets. Mexican operations represent 1% of net sales and 2% of long-lived assets. Belgium operations represent 2% of net sales. All other jurisdictions represent less than 1% of net sales or long-lived assets. Selected information by reportable segment is presented in the following table:

	Quarterly Period Ended		Two Quarterly Periods Ended
	March 31, 2012	April 2, 2011	March 31, 2012	April 2, 2011
Net sales:
Rigid Open Top	$ 296	$ 290	$ 583	$ 565
Rigid Closed Top	364	254	711	480
Engineered Materials	337	354	665	705
Flexible Packaging	186	206	361	395
Total net sales	$1,183	$1,104	$2,320	$2,145
Operating income (loss):
Rigid Open Top	$44	$31	$ 76	$ 54
Rigid Closed Top	24	22	27	38
Engineered Materials	19	9	20	(1)
Flexible Packaging	4	(10)	(3)	(21)
Total operating income	$91	$52	$120	$ 70
Depreciation and amortization:
Rigid Open Top	$24	$25	$46	$ 49
Rigid Closed Top	32	23	67	46
Engineered Materials	17	17	34	37
Flexible Packaging	15	21	29	37
Total depreciation and amortization	$88	$86	$176	$169

	March 31, 2012	October 1, 2011
Total assets:
Rigid Open Top	$1,906	$1,909
Rigid Closed Top	2,068	2,096
Engineered Materials	914	950
Flexible Packaging	622	650
Total assets	$5,510	$5,605

Goodwill:
Rigid Open Top	$ 681	$ 681
Rigid Closed Top	813	819
Engineered Materials	53	55
Flexible Packaging	40	40
Total goodwill	$1,587	$1,595

10. Condensed Consolidating Financial Information

The Company has notes outstanding which are fully, jointly, severally, and unconditionally guaranteed by substantially all of Berry’s domestic subsidiaries. Separate narrative information or financial statements of the guarantor subsidiaries have not been included because they are 100% owned by the parent company and the guarantor subsidiaries unconditionally guarantee such debt on a joint and several basis. A guarantee of a guarantor of the securities will terminate upon the following customary circumstances: the sale of the capital stock of such guarantor if such sale complies with the indenture, the designation of such guarantor as an unrestricted subsidiary, the defeasance or discharge of the indenture, as a result of the holders of certain other indebtedness foreclosing on a pledge of the shares of a guarantor subsidiary or if such guarantor no longer guarantees certain other indebtedness of the issuer. The guarantees are also limited as necessary to prevent them from constituting a fraudulent conveyance under applicable law and guarantees guaranteeing subordinated debt are subordinated to certain other of the Company’s debts. Presented below is condensed consolidating financial information for the parent company, guarantor subsidiaries and non-guarantor subsidiaries. Our guarantor financial information includes all of our domestic operating subsidiaries and our non-guarantor subsidiaries include our foreign subsidiaries and BP Parallel, LLC, a domestic non-guarantor subsidiary that was established to repurchase debt obligations of the Company and Berry Plastics Group, Inc., the parent company of Berry Plastics Corporation. The debt repurchases were all made in open market transactions with third parties.

The Company has revised its presentation for the Guarantor and Non-Guarantor Financial Information from what was initially filed in our Form 10-Q on May 14, 2012. The Company uses the equity method to account for its investment in its subsidiaries. The revised presentation separates intercompany receivable balance that was previously included in our Parent Company – Investment in Subsidiary line item on the balance sheet. The revised presentation also separates the intercompany payable from total equity. There is no stated redemption date on these intercompany balances, so they are recorded as a current asset and a current liability in our balance sheet. We have also revised the presentation of our statement of cash flows and reclassified the activity for our Parent Company from Operating Activities to Investing Activities and for our Guarantor and Non-Guarantor subsidiaries from Operating Activities to Investing and Financing Activities. The principal elimination entries eliminate investments in subsidiaries, intercompany balances and repurchases of debt obligations of Berry Plastics Corporation by BP Parallel, LLC.

The below tables represent changes from our originally filed Condensed Supplemental Consolidated Financials:

	Condensed Supplemental Consolidated Balance Sheet
	As of March 31, 2012

	Parent Company	Guarantor Subsidiaries	Non-Guarantor Subsidiaries	Eliminations	Total
Intercompany receivable	3,899	-	-	(3,899)	-
Investment in Subsidiaries	(3,899)	-	-	3,899	-
Total Assets	$ -	$ -	$ -	$ -	$ -

Intercompany payable	-	3,844	55	(3,899)	-
Total equity	-	(3,844)	(55)	3,899	-
Total Liabilities & Equity	$ -	$ -	$ -	$ -	$ -
	Condensed Supplemental Consolidated Balance Sheet
	As of Fiscal Year end 2011

	Parent Company	Guarantor Subsidiaries	Non-Guarantor Subsidiaries	Eliminations	Total
Intercompany receivable	4,016	-	-	(4,016)	-
Investment in Subsidiaries	(4,016)	-	-	4,016	-
Total Assets	$ -	$ -	$ -	$ -	$ -

Intercompany payable	-	3,956	60	(4,016)	-
Total equity	-	( 3,956)	(60)	4,016	-
Total Liabilities & Equity	$ -	$ -	$ -	$ -	$ -

	Condensed Supplemental Consolidated Statement of Cash Flows
	Two Quarterly Periods Ended March 31, 2012

	Parent Company	Guarantor Subsidiaries	Non-Guarantor Subsidiaries	Eliminations	Total
Cash Flow from Operating Activities	$ (122)	$ 125	$ (3)	$ -	$ -

Cash Flow from Investing					-
(Contributions) distributions to/from subsidiaries	(4)	-	-	4	-
Changes in intercompany balances	126	-	-	(126)	-
Investment in Berry Plastics debt securities	-	-	-	-	-
Net cash used in investing activities	122	-	-	(122)	-

Cash Flow from Financing
Repayment of long-term debt	-	-	-	-	-
Changes in intercompany balances	-	(125)	(1)	126	-
Contribution from Parent	-	-	4	(4)	-
Net cash provided by financing activities	-	(125)	3	122	-

	Condensed Supplemental Consolidated Statement of Cash Flows
	Two Quarterly Periods Ended April 2, 2011

	Parent Company	Guarantor Subsidiaries	Non-Guarantor Subsidiaries	Eliminations	Total
Cash Flow from Operating Activities	$ (18)	$ 27	$ (9)	$ -	$ -

Cash Flow from Investing					-
(Contributions) distributions to/from subsidiaries	-	-	-	-	-
Changes in intercompany balances	18	-	-	(18)	-
Investment in Berry Plastics debt securities	-	-	-	-	-
Net cash used in investing activities	18	-	-	(18)	-

Cash Flow from Financing
Repayment of long-term debt	-	-	-	-	-
Changes in intercompany balances	-	(27)	9	18	-
Contribution from Parent	-	-	-	-	-
Net cash provided by financing activities	-	(27)	9	18	-

The tables below represent our Condensed Supplemental Consolidate Financials:

	March 31, 2012
	Parent Company	Guarantor Subsidiaries	Non-guarantor Subsidiaries	Eliminations	Consolidated
Consolidating Balance Sheet
Current assets	$ 255	$ 829	$ 121	$–	$ 1,205
Intercompany receivable	3,899	–	–	(3,899)	–
Net property, plant and equipment	115	1,025	73	–	1,213
Investment in subsidiaries	488	–	–	(488)	–
Other noncurrent assets	197	2,387	633	(125)	3,092
Total assets	$4,954	$4,241	$827	$(4,512)	$5,510

Current liabilities	$ 240	$ 341	$ 38	$ (2)	$ 617
Intercompany payable	–	3,844	55	(3,899)	–
Noncurrent liabilities	4,690	316	17	(154)	4,869
Equity (deficit)	24	(260)	717	(457)	24
Total liabilities and equity (deficit)	$4,954	$4,241	$827	$(4,512)	$5,510

		October 1, 2011
		Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Consolidated
	Consolidating Balance Sheet
	Current assets	$ 270		$ 870		$ 115		$–		$ 1,255
	Intercompany receivable	4,016		–		–		(4,016)		–
	Net property, plant and equipment	129		1,048		73		–		1,250
	Investment in subsidiaries	417		–		–		(417)		–
	Other noncurrent assets	207		2,454		563		(124)		3,100
	Total assets	$5,039		$4,372		$751		$ (4,557)		$5,605

	Current liabilities	$ 277		$ 357		$ 38		$ (1)		$ 671
	Intercompany payable	–		3,956		60		(4,016)		–
	Noncurrent liabilities	4,756		308		18		(154)		4,928
	Equity (deficit)	6		(249)		635		(386)		6
	Total liabilities and equity (deficit)	$5,039		$4,372		$751		$ (4,557)		$5,605
			Quarterly Period Ended March 31, 2012
			Parent Company		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Total
Consolidating Statement of Operations
Net sales			$ 140		$955		$88		$–		$1,183
Cost of goods sold			122		776		74		–		972
Selling, general and administrative			12		61		8		–		81
Amortization of intangibles			3		23		–		–		26
Restructuring and impairment charges			–		2		1		–		3
Other operating expenses			7		2		1		–		10
Operating income (loss)			(4)		91		4		–		91
Other expense, net			2		–		–		–		2
Interest expense (income), net			10		66		(28)		–		48
Equity in net income of subsidiaries			(56)		–		–		56		—
Income (loss) before income taxes			40		25		32		(56)		41
Income tax expense			15		–		1		–		16
Net income (loss)			$ 25		$ 25		$ 31		$(56)		$ 25
Comprehensive income (loss)			$ 25		$ 25		$ 39		$(56)		$ 33

	Quarterly Period Ended April 2, 2011
	Parent Company	Guarantor Subsidiaries	Non- Guarantor Subsidiaries	Eliminations	Total
Consolidating Statement of Operations
Net sales	$ 167	$842	$95	$–	$1,104
Cost of sales	152	704	83	–	939
Selling, general and administrative expenses	11	51	8	–	70
Amortization of intangibles	3	23	–	–	26
Restructuring and impairment charges, net	1	9	–	–	10
Other operating expenses	1	4	2	–	7
Operating income (loss)	(1)	51	2	–	52
Interest expense (income), net	12	61	(19)	–	54
Equity in net income of subsidiaries	(11)	–	–	11	–
Income (loss) before income taxes	(2)	(10)	21	(11)	(2)
Income tax expense (benefit)	–	(1)	1	–	–
Net income (loss)	$ (2)	$ (9)	$ 20	$(11)	$ (2)
Comprehensive income (loss)	$ 1	$ (9)	$ 26	$(11)	$ 7

	Two Quarterly Periods Ended March 31, 2012
	Parent Company	Guarantor Subsidiaries	Non- Guarantor Subsidiaries	Eliminations	Total
Consolidating Statement of Operations
Net sales	$ 285	$1,863	$172	$–	$2,320
Cost of goods sold	249	1,547	148	–	1,944
Selling, general and administrative	20	115	16	–	151
Amortization of intangibles	5	48	1	–	54
Restructuring and impairment charges	–	25	1	–	26
Other operating expenses	31	8	(14)	–	25
Operating income (loss)	(20)	120	20	–	120
Other income, net	(1)	–	–	–	(1)
Interest expense (income), net	20	131	(52)	–	99
Equity in net income of subsidiaries	(58)	–	–	58	—
Income (loss) before income taxes	19	(11)	72	(58)	22
Income tax expense	6	1	2	–	9
Net income (loss)	$ 13	$ (12)	$ 70	$(58)	$ 13
Comprehensive income (loss)	$ 13	$ (12)	$ 78	$(58)	$ 21

Consolidating Statement of Cash Flows
Net cash flow from operating activities	$ (44)	$ 196	$ 2	$–	$154
Investing activities:
Purchase of property, plant, and equipment	(11)	(91)	(4)	–	(106)
Proceeds from disposal of assets	–	8	–	–	8
(Contributions) distributions to/from subsidiaries	(4)	–	–	4	–
Intercompany advances (repayments)	126	–	–	(126)	–
Acquisition of business, net of cash acquired	–	7	–	–	7
Investment in Berry Plastics Group debt	–	–	(4)	–	(4)
Net cash flow from investing activities	111	(76)	(8)	(122)	(95)
Financing activities:
Repayments on long-term borrowings	(63)	–	–	–	(63)
Changes in intercompany balances	–	(125)	(1)	126	–
Contributions from parent	–	–	4	(4)	–
Equity contributions (distributions), net	(6)	–	–	–	(6)
Net cash flow from financing activities	(69)	(125)	3	122	(69)
Effect of exchange rate changes on cash	–	–	–	–	–
Net decrease in cash	(2)	(5)	(3)	–	(10)
Cash and cash equivalents at beginning of period	20	5	17	–	42
Cash and cash equivalents at end of period	$ 18	$–	$ 14	$–	$ 32

	Two Quarterly Periods Ended April 2, 2011
	Parent Company	Guarantor Subsidiaries	Non-guarantor Subsidiaries	Eliminations	Consolidated
Consolidating Statement of Operations
Net sales	$339	$1,624	$182	$–	$2,145
Cost of goods sold	310	1,372	159	–	1,841
Selling, general, and administrative expense	21	98	14	–	133
Amortization of intangibles	6	46	1	–	53
Restructuring charges	16	15	–	–	31
Other operating expenses	2	12	3	–	17
Operating income (loss)	(16)	81	5	–	70
Loss on extinguishment of debt	68	–	–	–	68
Other income, net	(2)	–	–	–	(2)
Interest expense (income), net	25	122	(35)	–	112
Equity in net income of subsidiary	(36)	–	–	36	–
Income (loss) before income taxes	(71)	(41)	40	(36)	(108)
Income tax expense (benefit)	–	(40)	3	–	(37)
Net income (loss)	$(71)	$(1)	$37	$(36)	$(71)
Comprehensive income (loss)	$(66)	$(1)	$46	$(36)	$(57)

Consolidating Statement of Cash Flows
Net cash flow from operating activities	$ 11	$ 105	$ (4)	$–	$112
Investing activities:
Purchase of property, plant, and equipment	(8)	(81)	(5)	–	(94)
Proceeds from disposal of assets	–	2	–	–	2
Intercompany advances (repayments)	18	–	–	(18)	–
Acquisition of business net of cash acquired	(2)	–	–	–	(2)
Net cash flow from investing activities	8	(79)	(5)	(18)	(94)
Financing activities:
Proceeds from long-term borrowings	800	–	–	–	800
Repayments on long-term borrowings	(824)	–	–	–	(824)
Changes in intercompany balances	–	(27)	9	18	–
Debt financing costs	(16)	–	–	–	(16)
Equity contributions (distributions), net	–	–	–	–	–
Net cash flow from financing activities	(40)	(27)	9	18	(40)
Effect of exchange rate changes on cash	–	–	–	–	–
Net decrease in cash	(21)	(1)	–	–	(22)
Cash and cash equivalents at beginning of period	132	2	14	–	148
Cash and cash equivalents at end of period	$ 111	$ 1	$ 14	$–	$ 126

11. Contingencies and Commitments

The Company is party to various legal proceedings involving routine claims which are incidental to the business. Although the legal and financial liability with respect to such proceedings cannot be estimated with certainty, the Company believes that any ultimate liability would not be material to the business, financial condition, results of operations or cash flows of the Company.

12. Recent Financial Accounting Standards

In May 2011, the FASB issued Accounting Standards Update No. 2011-04: Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS’s (“ASU 2011-04”). ASU 2011-04 amends the fair value measurement and disclosure guidance in ASC 820,Fair Value Measurement, to converge US GAAP and IFRS requirements for measuring amounts at fair value as well as disclosures about these requirements. Many of the amendments clarify existing concepts and are generally not expected to result in significant changes to how many companies currently apply the fair value principles. In certain instances, however, the FASB changed a principle to achieve convergence, and while limited, these amendments have the potential to significantly change practice for some companies. The adoption of this standard on January 1, 2012 did not have a material impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05: Comprehensive Income (“ASU 2011-05”). ASU 2011-05 amends current presentation guidance by eliminating the option for an entity to present the components of comprehensive income as part of the statement of changes in stockholder's equity and requires presentation of comprehensive income in a single continuous financial statement or in two separate but consecutive financial statements. The amendments in ASU 2011-05 do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The Company adopted this standard on January 1, 2012 and has included the comprehensive income in a single continuous financial statement within its consolidated financial statements.

In September 2011, the FASB issued Accounting Standards Update No. 2011-08: Testing for Goodwill Impairment (“ASU 2011-08”). ASU 2011-08 amends current goodwill impairment testing guidance by providing entities with an option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. ASU 2011-08 will be effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of ASU 2011-08 is not expected to have a material impact on the Company's consolidated financial statements.

In December 2011, the FASB issued Accounting Standards Update No. 2011-12: Comprehensive Income (Topic 220), Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU 2011-12”). This ASU 2011-12 defers the ASU 2011-05 requirement that companies present reclassification adjustments for each component of accumulated other comprehensive income (AOCI) in both net income and other comprehensive income (OCI) on the face of the financial statements. Companies are still required to present reclassifications out of AOCI on the face of the financial statements or disclose those amounts in the notes to the financial statements. The ASU also defers the requirement to report reclassification adjustments in interim periods. The Company adopted this standard on January 1, 2012 and has included the comprehensive income in a single continuous financial statement within its consolidated financial statements.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Under applicable SEC regulations, management of a reporting company, with the participation of the principal executive officer and principal financial officer, must periodically evaluate the company’s “disclosure controls and procedures,” which are defined generally as controls and other procedures of a reporting company designed to ensure that information required to be disclosed by the reporting company in its periodic reports filed with the commission is recorded, processed, summarized, and reported on a timely basis.

Based on the evaluation of the aggregate deficiencies, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were not effective to ensure that information required to be disclosed was reported at the acceptable level of detail for the period covered by this report. The following deficient disclosures were disclosed as part of our 10-K/A filing and were not remediated at the time of the original Form 10-Q filing:

· Critical Accounting Policy and Estimates:Goodwill and Other Indefinite Lived Intangible Assets. We did not provide readers with sufficient information explaining the factors that led to the recognition of the goodwill impairment charge, along with the future implications to our business.

· Management’s Discussion and Analysis of Financial Condition and Results of Operations. We did not provide readers with sufficient informative narrative explanations of our financial statements.

· Condensed Consolidating Financial Statement.We did not provide appropriate disclosure and presentation of certain intercompany activity in our condensed consolidating financial statements.

Plans to remediate deficiency in disclosure controls and procedures.

In addition to our historical disclosure controls and procedures, the Company will begin a more comprehensive review and approval procedure of disclosures performed by our General Counsel, SEC Counsel, Corporate Controller and Chief Financial Officer. This will include ensuring the level of information we disclose provides readers with a sufficient detail to understand these policies and estimates related to our critical accounting policies, the significant changes in our financial statements within MD&A and ensuring intercompany activity is appropriately presented in the condensed consolidating financial statements.. We believe that these actions, when implemented, will remediate the deficiency in our disclosure controls and procedures.

Item 6. Exhibits

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

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

32.1 Section 1350 Certification of the Chief Executive Officer

32.2 Section 1350 Certification of the Chief FinancialOfficer

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.

Berry Plastics Corporation

September 7, 2012

By:/s/ James M. Kratochvil

James M. Kratochvil

Chief Financial Officer(Principal Financial and Accounting Officer)

Berry Plastics 10-Q/A2012 Q2 Quarterly report (amended)

FORM 10-Q/A

For Quarterly Period Ended March 31, 2012