BERRY PLASTICS GROUP INC (BERY) IPO

 
library of Berry-owned molds, patents, manufacturing techniques and 
technologies. We sell our solutions predominantly into consumer-oriented end 
markets, such as food and beverage, healthcare and personal care, which 
together represented 76% of our sales in the 12 months ending June 30, 2012. 
Our customers look to us for solutions that have high consumer impact in terms 
of form, function and branding. Representative examples of our products include
thermoform drink cups, thin-wall containers, blow-molded bottles, specialty 
closures, prescription vials, specialty plastic films, adhesives and corrosion 
protection materials. We have also been one of the most active acquirers of 
plastic packaging businesses globally, having acquired more than 30 businesses 
since 1988, including eleven acquisitions completed in the past six years. We 
believe our focus on delivering unique and customized solutions to our 
customers and our ability to successfully integrate strategic acquisitions have
enabled us to grow at rates in excess of our industry peers, having achieved a 
compound annual net sales growth rate over the last eleven and a half years of 
24%. 

We believe that we have created one of the largest product libraries in our 
industry, allowing us to be a comprehensive solution provider to our customers.
We have more than 13,000 customers, which consist of a diverse mix of leading 
national, mid-sized regional and local specialty businesses. The size and scope
of our customer network allow us to introduce new products we develop or 
acquire to a vast audience that is familiar with, and we believe partial to, 
our brand. In fiscal 2011, no single customer represented more than 3% of net 
sales and our top ten customers represented less than 17% of net sales. We 
currently supply our customers through 82 strategically located manufacturing 
facilities throughout the United States (68 locations) and select international
locations (14 locations). We believe our manufacturing processes and our 
ability to leverage our scale to reduce expenses on items, such as raw 
materials, position us as a low-cost manufacturer relative to our competitors. 
For example, we believe based on management estimates that we are one of the 
largest global purchasers of plastic resins, at more than 2.5 billion pounds 
per year, which gives us both unique insight into this market as well as scale 
purchasing savings. 

We enjoy market leadership positions in many of our markets, with 76% of net 
sales during the 12 months ended June 30, 2012 in markets in which management 
estimates we held the #1 or #2 market position. We look to build leadership in 
markets where we have a strategic angle and can achieve attractive profit 
margins through technology and design leadership and a competitive cost 
position such as highly decorated plastic containers. We believe that our 
product and technology development capabilities are best-in-class, supported 
by a newly built research and design facility located in Evansville, Indiana 
(which we refer to in this prospectus as the “Berry Research and Design 
Center”) and a network of more than 200 engineers and material scientists. We 
seek to have our product and technology development efforts provide a 
meaningful impact on sales. An example of our focused new product development 
is our thermoform plastic drink cup technology. We identified an unfulfilled 
need in the market with an opportunity for significant return on invested 
capital and ultimately introduced the technology to the market in 2001. This 
product line has grown steadily since introduction and generated $400 million 
of net sales during the 12 months ended June 30, 2012. 

Our success is driven by our more than 15,000 employees. Over the past 30 
years, we have developed a culture that incorporates both loyalty to best 
practices and acceptance of new perspectives, which we have often identified 
from the companies we have acquired. Our employees hold themselves accountable 
to exceed the expectations of our customers and to create value for our 
stakeholders. Consistent with this focus on value creation, approximately 375 
employees own equity in the company. As of June 30, 2012 and before giving 
effect to this offering, employees owned more than 20% of our fully diluted 
equity. 

We believe the successful execution of our business strategy has enabled us to 
outperform the growth of our industry over the past decade with Adjusted EBITDA
increasing from $80 million in 2000 to $784 million for the 12 months ended 
June 30, 2012, representing a compound annual growth rate (which we refer to 
in this prospectus as a “CAGR”) of 22%. For the 12 months ended June 30, 2012, 
Berry had pro forma net sales of $4.8 billion, Adjusted EBITDA of $784 million,
net loss of $212 million and Adjusted Free Cash Flow of $199 million. 

We organize our business into: Rigid Packaging, Engineered Materials and 
Flexible Packaging. We strive to leverage the talents, technologies and 
resources of each segment for the benefit of Berry as a whole. We believe this 
practice has enabled us to cross-fertilize technologies, materials and 
manufacturing processes across our entire platform to create unique solutions 
for our customers, developing a partnership approach and strong long-term 
relationships. 
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Berry Plastics Group, Inc. was incorporated in Delaware on November 18, 2005. 
The principal executive offices of Berry Plastics Group, Inc. are located at 
101 Oakley Street, Evansville, Indiana 47710, and the telephone number there is
(812) 424-2904. We also maintain an Internet site at www.berryplastics.com.