UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM 10-K~~ _____________________________________

~~(Mark~~FORM ~~One)~~ 10-K

~~x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(dMark One) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~ý ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~September 30,~~SECTION ~~2011~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨For ~~TRANSITION~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~September 30, 132012 ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~o ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from to~~ TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~fiscal~~transition ~~year~~period ~~ended~~from to ~~September 30, 2011~~

~~PRETIUM~~For ~~PACKAGING~~the fiscal year ended September 30, ~~L.L.C.~~2012

~~PRETIUM FINANCE, INC.~~ _____________________________________

~~(Exact~~PRETIUM ~~name~~PACKAGING, asL.L.C. ~~specified~~PRETIUM inFINANCE, ~~its charter)~~ INC.

~~15450~~(Exact ~~South~~name ~~Outer~~as ~~Forty~~specified ~~Drive~~in its charter)

~~Chesterfield, Missouri 63017~~ _____________________________________

~~(314)~~15450 ~~727-8200~~South Outer Forty Drive

Commission File Number	Registrant	IRS Employer Identification Number	State or other jurisdiction ofincorporation or organization
333-176592	Pretium Packaging, L.L.C.	43-1817802	Delaware
333-176592-08	Pretium Finance, Inc.	30-0668528	Delaware

Chesterfield, Missouri 63017
(314) 727-8200

Securities registered under Section 12(b) of the Exchange Act:



Commission File Number	Registrant	IRS Employer Identification Number	State or other jurisdiction of incorporation or organization
333-176592	Pretium Packaging, L.L.C.	43-1817802	Delaware
333-176592-08	Pretium Finance, Inc.	30-0668528	Delaware

~~None~~Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

~~None~~ _____________________________________

Indicate by check mark if the Registrant is a well known seasoned issuer as defined in Rule 405 of the securities Act.

Pretium Packaging, L.L.C. Yes ¨ No xý Pretium Finance, Inc. Yes ¨ No xý

Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.

Pretium Packaging, L.L.C. Yes ¨ No xý Pretium Finance, Inc. Yes ¨ No xý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Pretium Packaging, L.L.C. Yes xý No ¨ Pretium Finance, Inc. Yes xý No ¨

Indicate by ~~checkmark~~check mark whether the registrant has submitted electronically and posted on its corporate Website, 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).

Pretium Packaging, L.L.C. Yes ¨ý No ¨ Pretium Finance, Inc. Yes ¨ý No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not ~~be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.~~

~~Pretium~~be ~~Packaging~~contained, ~~L.L.C.~~to xthe ~~Pretium~~best ~~Finance~~of Registrant’s knowledge, ~~Inc.~~in xdefinitive proxy or information statements incorporated by reference in Part III

~~Indicate~~of bythis ~~check~~Form ~~mark whether the Registrant is a large accelerated filer, an accelerated filer, a non~~10-~~accelerated~~K ~~filer~~ or aany ~~smaller~~amendment ~~reporting~~to ~~company. See~~this ~~the~~Form ~~definitions of “large accelerated filer,” “accelerated filer,” and smaller reporting company” in Rule 12b~~10-~~2 of the Exchange Act~~K.

Pretium Packaging, L.L.C. ~~Large~~ý ~~accelerated filer ¨ Accelerated Filer ¨ Non-accelerated filer x Smaller reporting company ¨~~ Pretium Finance, Inc. ~~Large accelerated filer ¨ Accelerated Filer ¨ Non-accelerated filer x Smaller reporting company ¨~~ý

Indicate by check mark whether the Registrant is a ~~shell~~large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See ~~(as~~the ~~defined~~definitions of “large accelerated filer,” “accelerated filer,” and smaller reporting company” in Rule 12b-2 of the Exchange Act).

Pretium Packaging, L.L.C. ~~Yes~~Large ¨accelerated Nofiler xo ~~Pretium~~Accelerated ~~Finance,~~Filer ~~Inc.~~o ~~Yes~~Non-accelerated ¨filer Noý xSmaller reporting company o

AsPretium ~~of March 31~~Finance, ~~2011~~Inc. ~~the~~Large ~~aggregate~~accelerated ~~market~~filer ~~value~~o ofAccelerated ~~Pretium~~Filer ~~Packaging~~o ~~L.L.C.~~Non-accelerated ~~and~~filer ~~Pretium~~ý ~~Finance,~~Smaller ~~Inc.~~reporting ~~equity~~company ~~held by non-affiliates were each $0.~~ o

AsIndicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of ~~December 19,~~the ~~2011:~~Exchange Act).

Pretium Packaging, L.L.C.		100% of Membership Interests owned by Pretium Intermediate Holding, LLC.
Pretium Finance, Inc.		100 shares of Common Stock, par value $0.01 per share outstanding.



Pretium Packaging, L.L.C	Yes o	No ý
Pretium Finance, Inc.	Yes o	No ý

~~This~~As ~~Form~~of ~~10-K~~March 31, is2012 athe ~~combined~~aggregate ~~annual~~market ~~report~~value ~~being~~of ~~filed separately by two registrants:~~ Pretium Packaging, L.L.C. and ~~Pretium~~ ~~Finance, Inc.~~ Pretium Finance, Inc. ~~meets~~equity ~~the~~held ~~conditions~~by ~~set forth in General Instruction (I)(1)(a) and (b) of Form 10~~non-~~K and is therefore filing this Form with the reduced disclosure format.~~ affiliates

~~DOCUMENTS~~were ~~INCORPORATED~~each ~~BY REFERENCE~~ $0.

~~List~~As ~~hereunder the following documents if incorporated by reference and the part~~ of ~~the Form 10-K (e.g.~~November 30, ~~part I, part II, etc.) into which the document is incorporated~~2012: ~~(1) Any annual report to security holders; (2) Any proxy or other information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) under the Securities Act of 1933: NONE~~



Pretium Packaging, L.L.C.	100% of Membership Interests owned by Pretium Intermediate Holding, LLC.
Pretium Finance, Inc.	100 shares of Common Stock, par value $0.01 per share outstanding.

~~Index~~This toForm ~~Annual~~10-K ~~Report~~is ona combined annual report being filed separately by two registrants: Pretium Packaging, L.L.C. and Pretium Finance, Inc. Pretium Finance, Inc. meets the conditions set forth in general instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format.

		Page
	PART I:
ITEM 1.	Description of Business.		3
ITEM 1A.	Risk Factors.		9
ITEM 2.	Properties.		17
ITEM 3.	Legal Proceedings.		17
ITEM 4.	(Removed and Reserved).		17
	PART ll:
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		18
ITEM 6.	Selected Financial Data.		18
ITEM 7.	Management Discussion and Analysis of Financial Condition and Results of Operations.		23
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk		38
ITEM 8.	Financial Statements and Supplementary Data.		38
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		67
ITEM 9A.	Controls and Procedures.		67
ITEM 9B.	Other Information.		67
	PART llI:
ITEM 10.	Directors, Executive Officers and Corporate Governance.		68
ITEM 11.	Executive Compensation.		72
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		80
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence.		81
ITEM 14.	Principal Accountant Fees and Services.		82
	PART IV:
ITEM 15.	Exhibits and Financial Statement Schedules.		84

_____________________________________

iDOCUMENTS INCORPORATED BY REFERENCE

~~Table~~List hereunder the following documents if incorporated by reference and the part of ~~Contents~~the Form 10-K (e.g., part I, part II, etc.) into

~~Unless~~which ~~otherwise noted, references to~~ the ~~terms~~document ~~“the~~is ~~Company”,~~incorporated: “Pretium”, “we,” “us” and “our” refer to Pretium Packaging, L.L.C. and its consolidated subsidiaries. “Pretium Finance” refers to Pretium Finance, Inc. “Novapak” refers to PVC Container Corporation. “Robb” refers to Robb Container Corporation. “Pretium Intermediate” refers to Pretium Intermediate Holding, LLC. “Pretium Holding” and “our parent” refer to Pretium Holding, LLC, an entity controlled by Castle Harlan and its affiliates. “Castle Harlan” refers to Castle Harlan, Inc. “CHPV” refers to Castle Harlan Partners V, L.P. The “Novapak Acquisition” refers to Pretium’s acquisition of Novapak on February 16, 2010. The “Acquisition” refers collectively to Pretium Holding’s acquisition of Pretium, the Novapak Acquisition and the restructuring of Pretium’s equity and debt on February 16, 2010. The “Refinancing” means, collectively, (1) ~~the~~ ~~issuance~~Any onannual ~~March 31,~~report ~~2011~~to ofsecurity ~~senior~~holders; ~~secured notes with a maximum aggregate principal amount of $150.0 million~~ (~~the “Notes”) and the application of the net proceeds therefrom and (~~2) ~~the~~ ~~closing~~Any ofproxy ~~our new~~or ~~asset~~other ~~backed~~information ~~revolving~~statement; ~~credit facility (the “ABL Facility”)~~ and ~~the initial borrowings thereunder. Our financial reporting is based on the twelve months ended on September 30 (i.e. “FY 2011” refers to the fiscal year ended September 30, 2011).~~

~~FORWARD-LOOKING~~(3) ~~STATEMENTS~~Any prospectus filed pursuant to rule 424(b) or (c) under the Securities Act of 1933: NONE

This annual report contains statements which may be “forward-looking statements” within the meaning of the federal securities laws. These statements, written, oral or otherwise made, may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. 1

WeTable have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this annual report under Item 1 “Business”, Item 1A “Risk Factors” and Item 7 “Management Discussion and Analysis of Financial Condition and Results of Operations” may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include: Contents

•Index ~~our~~to ~~substantial~~Annual ~~indebtedness~~Report ~~and~~on ~~ability~~Form ~~to incur more debt;~~10-K

• our liquidity and capital resources;



		Page
	PART I:
Item 1.	Description of Business.	1
Item 1A.	Risk Factors.	6
Item 2.	Properties.	12
Item 3.	Legal Proceedings.	12
Item 4.	Mine Safety Disclosures.	12
	PART ll:
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	13
Item 6.	Selected Financial Data.	13
Item 7.	Management Discussion and Analysis of Financial Condition and Results of Operations.	15
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	28
Item 8.	Financial Statements and Supplementary Data.	29
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	53
Item 9A.	Controls and Procedures.	53
Item 9B.	Other Information.	53
	PART llI:
Item 10.	Directors, Executive Officers and Corporate Governance.	54
Item 11.	Executive Compensation.	57
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	64
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	65
Item 14.	Principal Accountant Fees and Services.	66
	PART IV:
Item 15.	Exhibits and Financial Statement Schedules.	67

~~• macroeconomic conditions in the United States, Canada and elsewhere;~~i

•Table ~~impact~~ of ~~the recent global recession and credit crisis;~~Contents

•Unless ~~competitive~~otherwise ~~pressures~~noted, references to the terms “the Company”, “Pretium”, “we,” “us” and ~~trends~~“our” refer to Pretium Packaging, L.L.C. and its consolidated subsidiaries. “Pretium Finance” refers to Pretium Finance, Inc. “PVC” refers to PVC Container Corporation. “Robb” refers to Robb Container Corporation. “Pretium Intermediate” refers to Pretium Intermediate Holding, LLC. “Pretium Holding” and “our parent” refer to Pretium Holding, LLC, an entity controlled by Castle Harlan and its affiliates. “Castle Harlan” refers to Castle Harlan, Inc. The “PVC Acquisition” refers to Pretium's acquisition of PVC on February 16, 2010. The “Acquisition” refers collectively to Pretium Holding's acquisition of Pretium, the PVC Acquisition and the restructuring of Pretium's equity and debt on February 16, 2010. The “Refinancing” means, collectively, (1) the issuance on March 31, 2011 of senior secured notes in an aggregate principal amount of $150.0 million (the ~~plastic~~“Notes”) ~~packaging~~and ~~industry;~~the application of the net proceeds therefrom and (2) the closing of our new asset backed revolving credit facility (the “ABL Facility”) and the initial borrowings thereunder. Our financial reporting is based on the twelve months ended on September 30 (i.e. "FY 2012" refers to the fiscal year ended September 30, 2012).

•FORWARD ~~changes~~LOOKING ~~in the prevailing prices and availability of resin and other raw materials and our ability to pass on increases in raw material prices on a timely basis;~~STATEMENTS

•This ~~changes~~annual inreport contains statements which may be “forward-looking statements” within the ~~demand~~meaning ~~for~~of the federal securities laws. These statements, ~~supply~~written, oforal or ~~prices~~otherwise made, may be identified by the use of ~~our~~forward-looking ~~products;~~terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology.

•We ~~changes~~have inbased Uthese forward-looking statements on our current expectations, assumptions, estimates and projections.S While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. ~~dollar~~These and ~~Canadian~~other ~~dollar~~important ~~exchange~~factors, ~~rates;~~including those discussed in this annual report under Item 1 “Business”, Item 1A “Risk Factors” and Item 7 “Management Discussion and Analysis of Financial Condition and Results of Operations” may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:

• our ~~ability~~substantial toindebtedness ~~successfully~~and ~~implement~~ability ~~our~~to ~~business~~incur ~~strategy~~more debt;

• ~~increases~~our inliquidity ~~the cost of compliance with laws~~ and ~~regulations~~capital resources;

• ~~catastrophic~~macroeconomic ~~loss~~conditions orin ~~shutdown~~the ofUnited ~~one~~States, ofCanada ~~our~~and ~~manufacturing facilities~~elsewhere;

• ~~our~~competitive ~~ability~~pressures toand ~~attract~~trends ~~and~~in ~~retain~~the ~~qualified~~plastic ~~management~~packaging ~~personnel~~industry;

• ~~increased~~changes ~~labor~~in ~~costs~~the orprevailing ~~prolonged~~prices ~~work~~and ~~stoppages~~availability atof ~~any~~resin ofand other raw materials and our ~~facilities~~ability ~~with~~to ~~unionized~~pass ~~labor;~~on ~~and~~increases in raw material prices on a timely basis;

• ~~the~~changes ~~other factors discussed~~ in ~~this~~the ~~annual~~demand ~~report~~for, ~~under~~supply ~~the~~of ~~heading~~or ~~Item~~prices 1Aof ~~“Risk~~our ~~Factors.”~~products;

1• changes in U.S. dollar and Canadian dollar exchange rates;

~~Table~~• ofour ~~Contents~~ability to successfully implement our business strategy;

~~Given~~• ~~these~~increases ~~risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included~~ in ~~this~~the ~~annual~~cost ~~report are made only as~~ of ~~the~~compliance ~~date~~with ~~hereof.~~laws ~~We do not undertake~~ and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law. regulations;

2• catastrophic loss or shutdown of one of our manufacturing facilities;

~~Table~~• ofour ~~Contents~~ability to attract and retain qualified management personnel;

~~PART~~• I.increased labor costs or prolonged work stoppages at any of our facilities with unionized labor; and

~~ITEM~~• 1.the ~~DESCRIPTION~~other OFfactors ~~BUSINESS~~discussed in this annual report under the heading Item 1A "Risk Factors."

~~General~~ Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this annual report are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by law.

Founded in 1992 and based in Chesterfield, Missouri, we are one of the nation’s largest manufacturers of customized, high performance rigid plastic bottles and containers primarily made from polyethylene terephthalate (“PET”) and high density polyethylene (“HDPE”) resins. We market our products largely into the food, personal care, household products, healthcare and pharmaceutical end markets. We sell our products to a diversified customer base of accounts, ranging from Fortune 500 companies to smaller privately-owned businesses with a focus on customers with small-to-medium annual volume requirements. We currently operate 11 manufacturing facilities, nine in the United States and two in Canada, generating approximately 83% of net sales domestically and 17% from Canada in FY 2011. On February 16, 2010, Pretium and Novapak were combined and today operate under the name “Pretium Packaging.” ii

~~Industry~~Table ~~Overview~~of Contents

WePART compete in the rigid plastic container segment of the global container and packaging market. We operate in a sub segment of the rigid plastic container market that serves customers with small-to-medium annual volume requirements. Further, we target specific end markets (such as food, personal care, household products, healthcare and pharmaceutical end markets) that we believe are stable and recession resistant and we have grown our product design and manufacturing capabilities to meet the needs of those markets. I

~~The~~Item ~~plastic packaging market includes containers for beverages, food, household products, cosmetics, toiletries and pharmaceuticals, among others~~1. ~~End~~Description ~~market~~of demand for plastic bottles and containers includes the following: (i) beverage bottles and jars (including bottled water, sports drinks, soft drinks and teas); (ii) other bottles and jars (including food, household products, toiletries, cosmetics and pharmaceuticals); and (iii) other plastic containers (including pails, tubs, cups, bowls)Business. ~~PET is the most commonly used resin in food and beverage applications, while HDPE is primarily used in household products, beverages and pharmaceuticals.~~

~~Products~~General

WeFounded ~~design,~~in ~~manufacture~~1992 and ~~sell~~based ain ~~broad range of customized~~Chesterfield, ~~high performance bottles and containers~~Missouri, ~~representing~~we ~~over~~are ~~1.2~~one ~~billion~~of ~~units~~the ~~per~~nation’s ~~year~~largest ~~utilizing~~manufacturers ~~over 110 million pounds~~ of ~~resin across over 2~~customized,~~750~~ ~~different~~high ~~SKUs~~performance inrigid FYplastic ~~2011.~~bottles ~~The~~and ~~majority~~containers ofprimarily ~~our~~made ~~products~~from ~~are~~polyethylene ~~manufactured~~terephthalate ~~for~~(“PET”) aand ~~specific~~high ~~customer~~density onpolyethylene ~~an exclusive~~(“HDPE”) ~~basis~~resins. We ~~use~~market ~~proprietary~~our ~~stock~~products ~~and~~largely ~~custom~~into ~~molds~~the ~~and~~food, wepersonal ~~own~~care, ahousehold ~~majority~~products, ofhealthcare ~~our~~and ~~tooling~~pharmaceutical ~~and~~end ~~molds~~markets. ToWe ~~supplement~~sell our ~~core~~products ~~blow molding operations and~~ to ~~provide~~a ~~greater~~diversified ~~value~~customer ~~to our customers~~base, weranging ~~offer~~from anFortune ~~array~~500 ofcompanies ~~services and flexible manufacturing options designed~~ to ~~provide~~smaller ~~packaging~~privately-owned ~~solutions~~businesses ~~that~~with wea ~~believe~~focus ~~differentiate~~on ~~our~~ customers’ ~~products~~with ~~from their competition. In addition~~ small-to-medium ~~manufacturing~~annual ~~plastic~~volume ~~bottles~~requirements. ~~and~~We ~~containers,~~currently weoperate ~~offer~~11 ~~our~~manufacturing ~~customers design and engineering services~~facilities, ~~decoration~~nine ~~technologies (including~~ in~~-mold~~ ~~labeling,~~the ~~pad~~United ~~printing,~~States ~~heat transfer~~ and ~~silk~~two ~~screen),~~in ~~product conceptualization (including CAD drawings~~Canada, ~~three~~generating ~~dimensional~~approximately ~~designs,~~83% ~~models and prototypes) and custom packaging configurations. This wide breadth~~ of ~~capabilities~~net ~~allows~~sales usdomestically toand ~~fulfill~~17% ~~the~~from ~~needs~~Canada ofin ~~customers~~FY ~~with small-to-medium annual volume requirements for differentiated products or supply services~~2012.

3Industry Overview

~~Table~~We compete in the rigid plastic container segment of ~~Contents~~the global container and packaging market. We operate in a sub segment of the rigid plastic container market that serves customers with small-to-medium annual volume requirements. Further, we target specific end markets (such as food, personal care, household products, healthcare and pharmaceutical end markets) that we believe are stable and recession resistant and we have grown our product design and manufacturing capabilities to meet the needs of those markets.

WeThe ~~focus~~plastic onpackaging ~~PET~~market ~~and~~includes ~~HDPE~~containers ~~products~~for beverages, ~~but~~food, ~~have~~household ~~capabilities~~products, incosmetics, ~~all~~toiletries ~~major~~and ~~resin types. In the fiscal year ended September 30~~pharmaceuticals, ~~2011~~among weothers. ~~utilized~~End ~~over~~market ~~110 million~~demand ~~pounds~~for ofplastic ~~resin~~bottles toand ~~manufacture~~containers ~~our~~includes ~~products~~the ~~with~~following: ~~60%~~(i) ofbeverage ~~that~~bottles ~~resin~~and ~~volume~~jars ~~comprised~~(including ofbottled ~~PET~~water, asports ~~further~~drinks, ~~33%~~soft ~~HDPE~~drinks and ~~the~~teas); ~~remaining~~(ii) 7%other ~~consisting~~bottles ofand ajars ~~variety~~(including offood, ~~other~~household ~~resin~~products, ~~types.~~toiletries, Wecosmetics ~~use~~and ~~all major~~pharmaceuticals); ~~blow~~and ~~molding~~(iii) ~~technologies~~other ~~in the manufacturing of~~ plastic ~~bottles and~~ containers, (including ~~one and two-step stretch blow molding~~pails, ~~extrusion blow-molding~~tubs, ~~injection stretch blow molding~~cups, ~~and~~bowls). ~~injection~~PET ~~blow~~is ~~molding.~~the Wemost ~~also~~commonly ~~utilize~~used ~~injection molding,~~resin ~~primarily~~in ~~for~~food ~~the~~and ~~manufacture~~beverage ~~of preforms~~applications, ~~which~~while ~~are~~HDPE ~~then~~is primarily used ~~to manufacture bottles~~ in ~~the~~household ~~two-step~~products, ~~stretch~~beverages ~~blow~~and ~~molding process~~pharmaceuticals.

~~PET~~Products

~~Our~~We ~~PET~~design, manufacture and sell a broad range of customized, high performance bottles and containers, ~~are~~representing ~~used~~over ~~primarily~~1.2 ~~for~~billion ~~food~~units ~~and~~across ~~personal~~over ~~care~~2,750 ~~products~~different SKUs in FY 2012. ~~PET~~The majority of our products are ~~generally~~manufactured ~~characterized~~for by a ~~glass-like,~~specific ~~high-gloss~~customer ~~transparent~~on ~~appearance,~~an ~~making~~exclusive itbasis. ~~the~~We ~~resin~~use proprietary stock and custom molds and we own a majority of ~~choice~~our tooling and molds. To supplement our core blow molding operations and to ~~replace~~provide ~~glass~~greater invalue ato ~~variety~~our customers, we offer an array of services and flexible manufacturing options designed to provide packaging ~~applications. Our~~solutions ~~custom~~that ~~PET~~we believe differentiate our customers’ products ~~include~~from ~~salad~~their ~~dressing~~competition. ~~containers,~~In ~~peanut-butter~~addition ~~jars,~~to ~~pickle~~manufacturing ~~jars,~~plastic ~~large~~bottles ~~wide-mouth~~and containers, ~~for~~we ~~snack~~offer ~~food~~our ~~(pretzels,~~customers ~~nuts~~design and ~~candy)~~engineering services, ~~bottles~~decoration ~~for~~technologies ~~juices,~~(including ~~sauces~~in-mold ~~and~~labeling, ~~jellies~~pad printing, ~~liquor~~heat ~~bottles~~transfer and ~~shampoo~~silk ~~and~~screen), ~~hand~~product ~~soap containers.~~conceptualization We(including ~~believe~~CAD ~~our~~drawings, ~~engineering~~three dimensional designs, ~~design~~models and ~~manufacturing~~prototypes) ~~capabilities~~and ~~create~~custom apackaging ~~competitive~~configurations. ~~advantage~~This ~~for~~wide ~~containers~~breadth ~~with~~of ~~very~~capabilities ~~wide~~allows ~~openings~~us ~~over~~to ~~100~~fulfill ~~millimeters~~the ~~which~~needs ~~require~~of ~~technical~~customers ~~expertise~~with ~~and~~small-to-medium ~~specific~~annual ~~equipment~~volume torequirements ~~manufacture~~for differentiated products or supply services.

We ~~also~~focus ~~offer~~on ~~stock~~PET ~~bottles~~and HDPE products, but have capabilities in all major resin types. During FY 2012 we utilized over 108 million pounds of resin to ~~serve~~manufacture ~~customers~~our ~~requiring~~products ~~lower~~with ~~purchase~~60% ~~volumes~~of that resin volume comprised of PET, ~~more~~33% ~~standard~~comprised ~~designs~~of HDPE and ~~rapid~~the ~~delivery~~remaining 7% comprised of a variety of other resin types. We ~~offer~~use ~~an “on-~~all major blow molding technologies in the~~-floor”~~ ~~stock~~manufacturing ~~bottle~~of ~~program~~plastic ~~that~~bottles ~~includes~~and ~~over~~containers, ~~100~~including ~~standard~~one ~~bottle~~and ~~types~~two-step ~~that~~stretch ~~are~~blow ~~held~~molding in("SBM"), ~~inventory~~extrusion blow-molding ("EBM"), and ~~are~~injection ~~available~~blow molding ("IBM"). We also utilize injection molding ("IM"), primarily for ~~immediate~~the ~~delivery~~manufacture of preforms, which are then used to manufacture bottles in the two-step SBM process.

~~We also operate injection molding assets primarily for the purpose of producing~~ PET preforms for use in our two-step stretch blow molding (“SBM”) process. Preforms are an injection molded part which appear very similar to a test tube, in various sizes. These preforms are used as the raw material in the second step of the two-step process and are subsequently blown into bottles on other production lines. We manufacture preforms at two sites and ship those preforms to other facilities (because of their compact size, preforms can be shipped much more cost effectively than bottles) closer to the customers, for final production into bottles. Our extensive library of over 100 preform types allows us to provide our customers a wide range of options for new bottle design and enables a speedy time to market leveraging this established asset base.

~~HDPE~~Our PET bottles and containers are used primarily for food and personal care products. PET products are generally characterized by a glass-like, high-gloss transparent appearance, making it the resin of choice to replace glass in a variety of packaging applications. Our custom PET products include salad dressing containers, peanut-butter jars, pickle jars, large wide-mouth containers for snack food (pretzels, nuts and candy), bottles for juices, sauces and jellies, liquor bottles and shampoo and hand soap containers. We believe our engineering, design and manufacturing capabilities create a competitive advantage for containers with very wide openings over 100 millimeters which require technical expertise and specific equipment to manufacture.

~~HDPE~~We isalso ~~used~~offer ~~primarily~~stock ~~to make containers and~~ bottles ~~for personal care, healthcare, beverage, household and industrial products. HDPE containers are designed~~ to ~~provide~~serve ~~barrier~~customers ~~properties~~requiring ~~for~~lower ~~transportation,~~purchase storage and handling of aggressive chemicals and personal care products. Our HDPE products are characterized by design flexibility and opaque or translucent aesthetics. Representative products include shampoo bottlesvolumes, ~~lotion~~more ~~bottles,~~standard ~~household~~designs ~~cleaner containers, medical device components~~ and ~~office~~rapid ~~equipment (ink cartridges)~~delivery. In addition, we manufacture highly specialized barrier enhanced HDPE products, which are used for the safe transportation, storage, and handling of aggressive chemicals, as well as prolonging the product shelf life. We ~~believe~~offer ~~we are one of the only companies with~~ an in“on-~~line process for this barrier application. These enhanced properties allow for~~ the-floor” ~~packaging~~stock ofbottle ~~more~~program ~~aggressive~~that ~~chemical~~includes ~~products~~over ~~for~~100 ~~agricultural~~standard ~~chemicals,~~bottle ~~diagnostic~~types ~~chemicals~~that ~~and~~are ~~other~~held ~~products~~in ~~which~~inventory ~~require this higher level of packaging performance. Furthermore, many of our HDPE products require a high degree of design collaboration with customers as well as extensive testing, qualification~~ and ~~certification,~~are ~~making~~available ~~switching~~for ~~suppliers~~immediate ~~costly and time-consuming~~delivery.

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Table of Contents

~~Other~~We ~~Resins~~also operate injection molding assets primarily for the purpose of producing PET preforms for use in our two-step SBM process. Preforms are an injection molded part which appear very similar to a test tube, in various sizes. These preforms are used as the raw material in the second step of the two-step process and are subsequently blown into bottles on other production lines. We manufacture preforms at two sites and ship those preforms to other facilities (because of their compact size, preforms can be shipped much more cost effectively than bottles) closer to our customers, for final production into bottles. Our extensive library of over 100 preform types allows us to provide our customers with a wide range of options for new bottle design and enables a speedy time to market leveraging this established asset base.

ToHDPE meet a wider variety of customer specifications, we also manufacture products using a variety of other resins. Our capabilities with these additional resins enable us to provide a broader offering to customers.

~~Research~~HDPE is used primarily to make containers and bottles for personal care, ~~Product~~healthcare, ~~Development &~~beverage, ~~Design~~household and industrial products. HDPE containers are designed to provide barrier properties for transportation, storage and handling of aggressive chemicals and personal care products. Our HDPE products are characterized by design flexibility and opaque or translucent aesthetics. Representative products include shampoo bottles, lotion bottles, household cleaner containers, medical device components and office equipment (ink cartridges). In addition, we manufacture highly specialized barrier enhanced HDPE products, which are used for the safe transportation, storage, and handling of aggressive chemicals, as well as prolonging the product shelf life. We believe we are one of the only companies with an in-line process for this barrier application. These enhanced properties allow for the packaging of more aggressive chemical products for agricultural chemicals, diagnostic chemicals and other products which require this higher level of packaging performance. Furthermore, many of our HDPE products require a high degree of design collaboration with customers as well as extensive testing, qualification and certification, making switching suppliers costly and time-consuming.

~~Our~~Other ~~design~~Resins and manufacturing professionals collaborate throughout the process, from concept generation through production start-up. We partner with customers to solve issues concerning cost effectiveness, consumer appeal, brand equity, packaging impact and manufacturing efficiency. We balance all the aesthetic, functionality, quality and cost requirements of our customers’ packaging to develop a commercially successful container product. We have a PET design center in Hazleton, Pennsylvania staffed by design and engineering professionals to work on new bottle designs and innovative product design solutions with and for our customers.

~~Customers~~To ~~and~~meet ~~End~~a ~~Markets~~wider variety of customer specifications, we also manufacture products using a variety of other resins. Our capabilities with these additional resins enable us to provide a broader offering to customers.

~~We have a diversified customer base of accounts. Customers include large multi-national companies~~Research, ~~private~~Product ~~label~~Development ~~programs,~~& ~~and~~Design a variety of smaller privately-owned companies across our end market coverage. Our top ten customers represented approximately 35% of our FY 2011 net sales, with no single customer accounting for more than 10%.

WeOur ~~primarily~~design ~~target~~and ~~customers~~manufacturing ~~that~~professionals ~~require~~collaborate ~~rapid~~throughout ~~commercialization~~the ofprocess, ~~small-to-medium~~from ~~annual~~concept ~~volume~~generation ~~customized bottles~~through ~~and~~production ~~containers~~start-up. ~~The~~We ~~number~~partner ofwith ~~orders~~customers ~~varies~~to ~~significantly~~solve byissues ~~customer,~~concerning ~~but~~cost ~~several~~effectiveness, ofconsumer ~~the~~appeal, ~~largest~~brand ~~customers~~equity, ~~typically~~packaging ~~receive~~impact ~~multiple~~and ~~shipments~~manufacturing ~~per day~~efficiency. We ~~have~~balance ~~built~~all athe ~~leading~~aesthetic, ~~niche~~functionality, ~~market~~quality ~~position~~and ~~for~~cost ~~small-to-medium~~requirements ~~annual~~of ~~volume requirements~~our ~~and~~customers’ ~~generate~~packaging ~~strong~~to ~~customer~~develop ~~loyalty~~a bycommercially ~~maintaining~~successful ~~our~~container ~~competitive~~product. ~~advantages~~We ofhave ~~rapid~~a ~~speed-to-market,~~PET ~~customization~~design center in Hazleton, ~~sophisticated~~Pennsylvania staffed by design, ~~decorating~~and ~~capabilities~~engineering professionals to work on new bottle designs and ~~consistent~~innovative ~~performance~~product design solutions with and ~~quality~~for ~~standards~~our customers.

~~Key~~Customers ~~purchasing factors for our customer base include historical relationships, customized product offering, quality~~ and ~~performance~~End ~~characteristics, manufacturing~~Markets flexibility, customer service, quick response times and cost. We typically serve as the sole or majority supplier of certain SKUs to our customers. We maintain long term supply agreements for products representing an excess of a majority of our FY 2011 revenues. These contracts typically include a customer commitment to purchase all or substantially all of a certain bottle or SKU from us.

~~Our~~We ~~diverse~~have ~~product range enables us to serve~~ a ~~wide~~diverse ~~variety~~customer ~~of end markets, with the four major end markets being food and beverage, personal care products, household and industrial products and pharmaceuticals~~base. ~~The~~Customers ~~food~~include ~~and~~large ~~beverage~~multi-national ~~sector (including cooking products~~companies, ~~dry~~private ~~foods,~~label ~~condiments and sauces~~programs, ~~pickles~~ and ~~peppers,~~a ~~syrups~~variety ~~and~~of ~~other~~smaller ~~food~~privately-owned ~~products)~~companies ~~continues~~across toour beend ~~the~~market ~~largest~~coverage. ~~plastic~~Our ~~packaging~~top ~~end~~ten ~~market,~~customers ~~and~~represented ~~accounted~~approximately ~~for 37~~38% of our ~~revenues~~ in FY ~~2011.~~2012 ~~For~~net ~~FY 2011~~sales, ~~our~~with ~~revenues~~no ~~from~~single ~~other~~customer ~~key~~accounting ~~sectors~~for ~~were~~more asthan ~~follows: 26~~5% household and industrial products (including cleaners, detergents and automobile products), 13% personal care (including hair products, skin-care and soaps), 12% pharmaceutical (including medical device components, instruments and pill bottles), and 12% other end market product applications.

~~Sales~~We primarily target customers that require rapid commercialization of small-to-medium annual volume customized bottles and ~~Marketing~~containers. The number of orders varies significantly by customer, but several of the largest customers typically receive multiple shipments per day. We have built a leading niche market position for small-to-medium annual volume requirements and generate strong customer loyalty by maintaining our competitive advantages of rapid speed-to-market, customization, sophisticated design, decorating capabilities and consistent performance and quality standards.

WeKey ~~reach~~purchasing ~~our customers~~factors ~~through~~for aour ~~centralized sales, marketing and~~ customer ~~service~~base ~~team~~include ofhistorical 28relationships, ~~dedicated~~customized ~~professionals~~product ~~and the limited use of distributors. Our sales~~offering, ~~production~~quality and ~~support~~performance ~~staff~~characteristics, ~~meet~~manufacturing ~~with~~flexibility, ~~customers~~customer toservice, ~~understand~~quick ~~their~~response ~~needs~~times and ~~improve~~cost. ~~our product~~We ~~offerings~~typically ~~and~~serve ~~services.~~as ~~Manufacturing~~the ~~and~~sole ~~engineering~~or ~~personnel~~majority ~~also~~supplier ~~work~~of ~~closely~~certain ~~with~~SKUs ~~sales~~to ~~personnel~~our ~~and~~customers. ~~customer~~We ~~service~~maintain ~~representatives~~long toterm ~~satisfy~~supply ~~customers’~~agreements ~~needs~~for ~~through~~products ~~the~~representing ~~production~~a majority of ~~high-quality,~~our ~~value-added~~FY ~~products~~2012 ~~and~~revenues. ~~on time~~These ~~deliveries.~~supply ~~Our~~agreements ~~scale~~typically ~~enables~~include usa tocustomer ~~dedicate~~commitment ~~certain~~to ~~sales~~purchase ~~and~~all ~~marketing~~or ~~efforts~~substantially toall ~~particular~~of ~~products,~~a ~~customers~~certain bottle or ~~geographic~~SKU ~~regions,~~from ~~when applicable~~us.

5Our diverse product range enables us to serve a wide variety of end markets, with the four major end markets being food and beverage, personal care products, household and industrial products and pharmaceuticals. The food and beverage sector (including cooking products, dry foods, condiments and sauces, pickles and peppers, syrups and other food products) continues to be the largest plastic packaging end market, and accounted for 39% of our revenues in FY 2012. For FY 2012, our revenues from other key sectors were as follows: 25% for household and industrial products (including cleaners, detergents and automobile products), 12% for personal care (including hair products, skin-care and soaps), 12% for pharmaceutical (including medical device components, instruments and pill bottles), and 12% for other end market product applications.

~~Table of Contents~~2

~~Our~~Table marketing effort is aided by a dedicated Product Design and Development group, with professionals at several locations throughout North America and at our design center in Hazleton, Pennsylvania. These professionals provide product design and development, start up assistance and support as well as working closely with customer design and product launch teams. We provide our customers with modeling, 3D rendering of bottles as well as the design of packaging alternatives for shipping bottles to minimize logistics costs and provide environmental benefits in source reduction and reduced energy consumption. We have a technical sales team with significant knowledge of our products and processes, particularly in specialized products. Contents

WeSales ~~supplement our direct sales efforts through our website, which allows potential customers to order samples~~ and ~~browse~~Marketing ~~real-time inventory in addition to many other functions.~~

We reach our customers through a centralized sales, marketing and customer service team of 29 dedicated professionals and the limited use of distributors. Our sales, production and support staff meet with customers to understand their needs and improve our product offerings and services. Manufacturing and ~~Distribution~~engineering personnel also work closely with sales personnel and customer service representatives to satisfy our customers’ needs through the production of high-quality, value-added products and on-time deliveries. Our scale enables us to dedicate certain sales and marketing efforts to particular products, customers or geographic regions, when applicable.

WeOur ~~manufacture~~marketing ~~rigid~~effort ~~plastic~~is ~~packaging~~aided ~~containers~~by ~~utilizing~~a ~~all~~dedicated ~~major~~Product ~~manufacturing~~Design ~~processes~~ and ~~resin~~Development ~~types.~~group, ~~Our~~with ~~manufacturing~~professionals ~~processes~~at ~~include~~several ~~extrusion~~locations ~~blow~~throughout ~~molding~~North ~~(“EBM”),~~America ~~one~~ and ~~two-step~~ ~~SBM,~~at ~~injection~~our ~~blow~~design ~~molding~~center ~~(“IBM”)~~in ~~and~~Hazleton, ~~injection molding (“IM”)~~Pennsylvania. ~~EBM~~These isprofessionals aprovide ~~widely~~product ~~used~~design and ~~versatile~~development, ~~blow~~start ~~molding~~up ~~process.~~assistance Itand issupport ~~used~~as ~~for~~well ~~bottles~~as ofworking ~~all~~closely ~~sizes~~with ~~and~~customer ~~places~~design ~~fewer~~and ~~limitations~~product onlaunch ~~bottle proportions and shapes~~teams. ~~One~~We ~~and~~provide ~~two-step~~our ~~SBM,~~customers ~~which~~with ~~primarily uses PET resin~~modeling, ~~produces~~3D ~~clear,~~rendering ~~glass-like~~of ~~containers~~bottles ~~that~~as ~~have~~well ~~strength,~~as ~~surface~~the ~~gloss~~design ~~and~~of ~~stiffness.~~packaging ~~The~~alternatives ~~two-step~~for ~~process~~shipping ~~uses separately injection molded preforms to manufacture PET~~ bottles. ~~IBM primarily is used~~ to ~~manufacture~~minimize ~~smaller~~logistics ~~bottles~~costs and ~~containers~~provide ~~that~~environmental ~~require~~benefits ~~extremely~~in ~~accurate~~source ~~weight~~reduction ~~control,~~and ~~excellent~~reduced ~~neck-finishing~~energy ~~detail~~consumption. ~~and~~We ~~superior~~have ~~finish~~a ortechnical ~~texture.~~sales IMteam iswith ~~used~~significant toknowledge ~~manufacture~~of ~~closures~~our products and toprocesses, ~~mold~~particularly ~~preforms~~in ~~for~~specialized ~~the two-step PET manufacturing applications~~products.

InWe ~~the~~supplement ~~injection~~our ~~process,~~direct ~~resin~~sales ~~pellets~~efforts ~~are~~through ~~melted~~our towebsite, awhich ~~molten~~allows ~~state~~potential ~~and~~customers ~~injected into a multi-cavity steel mold where the resin is allowed~~ to ~~solidify~~order tosamples take the final shape of the part. IBM involves the creation of a preform that is then inserted into a blow station where high-pressure air is used to mold the preform into the bottle. Molten plastic is extruded into a long tube and ~~then~~browse ~~high~~real-~~pressure~~time ~~air~~inventory ~~is used to form the bottle. In SBM, the units are molded and then they are reheated and placed~~ in ~~aluminum~~addition ~~dies where high pressure air is used~~ to ~~form~~many ~~the~~other ~~bottle~~functions. The final cured parts are transferred to corrugated containers for shipment to customers or for post-molding secondary operations. Our decorating processes include silk screening, in-mold labeling, heat transfer labeling, pressure sensitive labeling, pad printing, and offset printing.

WeManufacturing ~~monitor raw materials~~ and ~~continuously~~Distribution test finished good shipments to ensure that both our inputs and outputs meet our quality specifications. Our quality control processes include extensive testing and quality checks throughout all stages of the production process. We monitor for quality assurance throughout the molding process, applying computerized statistical process control as well as manual sampling to optimize production efficiencies.

We manufacture rigid plastic packaging containers utilizing all major manufacturing processes and resin types. Our manufacturing ~~capabilities~~processes include EBM, one and ~~distribution~~two-step ~~network~~SBM, ~~allow~~IBM usand ~~to provide~~IM. EBM is a ~~high~~widely ~~level~~used and versatile blow molding process. It is used for bottles of ~~service~~all tosizes ~~our~~and ~~customers~~places ~~throughout~~fewer ~~the~~limitations ~~United~~on ~~States~~bottle proportions and ~~Canada~~shapes. WeOne ~~have~~and ~~historically~~two-step ~~made~~SBM, which primarily uses PET resin, produces clear, glass-like containers that have strength, surface gloss and ~~intend~~stiffness. The two-step process uses injection molded preforms to ~~continue~~manufacture PET bottles. IBM primarily is used to ~~make,~~manufacture ~~significant~~smaller ~~capital~~bottles ~~investments~~and incontainers ~~plant~~that require extremely accurate weight control, excellent neck-finishing detail and ~~equipment~~superior finish or texture. IM is used to ~~improve~~manufacture ~~productivity~~closures and ~~maintain competitive~~to ~~advantages~~mold preforms for the two-step PET manufacturing applications.

~~Our~~In ~~facilities~~the injection process, resin pellets are ~~strategically~~melted ~~located~~to a molten state and injected into a multi-cavity steel mold where the resin is allowed to ~~address~~solidify to take the ~~needs~~final shape of the ~~customers~~part. ~~across~~IBM ~~our~~involves ~~core~~the ~~end~~creation ~~markets.~~of ~~This distribution~~a ~~footprint~~preform that is ~~augmented~~then byinserted into a blow station where high-pressure air is used to mold the ~~use~~preform ofinto ~~third~~the ~~party~~bottle. ~~warehousing~~Molten inplastic ~~some~~is ~~cases~~extruded into a long tube and then high-pressure air is used to form the bottle. ~~Our~~In ~~products~~SBM, the units are ~~typically~~molded ~~delivered~~and bythen ~~third~~they ~~party~~are ~~common~~reheated ~~carrier~~and placed in aluminum dies where high pressure air is used to form the bottle. InThe ~~most~~final ~~cases~~cured ~~our~~parts ~~customers~~are ~~pay~~transferred ~~those~~to ~~carriers~~corrugated ~~directly~~containers for ~~the~~shipment ~~delivery~~to ofcustomers ~~the~~or ~~product~~for post-molding secondary operations. ~~In some~~Our ~~cases~~decorating ~~Pretium~~processes ~~will~~include ~~provide~~silk ~~product~~screening, onin-mold alabeling, ~~delivered~~heat ~~basis~~transfer ~~utilizing~~labeling, ~~common~~pressure ~~carriers~~sensitive labeling, pad printing, and offset printing.

6We monitor raw materials and continuously test finished good shipments to ensure that both our inputs and outputs meet our quality specifications. Our quality control processes include extensive testing and quality checks throughout all stages of the production process. We monitor for quality assurance throughout the molding process, applying computerized statistical process control as well as manual sampling to optimize production efficiencies.

~~Table~~Our manufacturing capabilities and distribution network allow us to provide a high level of ~~Contents~~service to our customers throughout the United States and Canada. We have historically made, and intend to continue to make, significant capital investments in plant and equipment to improve productivity and maintain competitive advantages.

Our ~~raw~~facilities ~~materials~~are ~~consist~~strategically oflocated ~~various~~to ~~resins,~~address ~~colorants,~~the ~~and~~needs ~~packaging~~of ~~materials.~~our ~~Resin~~customers isacross our ~~largest~~core ~~raw material~~end ~~cost~~markets. WeThis ~~have~~distribution ~~historically~~footprint ~~purchased~~is ~~raw~~sometimes ~~material~~augmented ~~from~~by athe ~~large~~use ~~network~~ of ~~suppliers~~third toparty ~~ensure competitive pricing and access to product supply in all market conditions~~warehousing. AsOur aproducts ~~result~~are oftypically ~~the~~delivered ~~Acquisition,~~by ~~the~~third ~~volume~~party ofcommon ~~resin we purchase has increased significantly, which allows us to benefit from economies of scale in resin purchasing~~carrier. WeIn ~~have~~most ~~realized~~cases ~~further efficiencies in resin purchasing by rationalizing~~ our ~~supplier~~customers ~~base~~pay ~~and~~those ~~focusing~~carriers ~~our~~directly ~~efforts~~for onthe adelivery ~~select number~~ of ~~large~~the ~~global resin~~product, ~~manufacturers.~~but ~~We have maintained strong relationships with key suppliers and expect that such relationships will continue~~ in ~~the~~some ~~foreseeable~~cases ~~future. The resin market is a global market and~~ we ~~believe that we~~ will beprovide ~~able~~product toon ~~purchase~~a ~~adequate quantities~~delivered ofbasis ~~plastic~~utilizing ~~resins~~common ~~at market prices~~carriers.

~~Competition~~Our raw materials consist of various resins, colorants, and packaging materials. Resin is our largest raw material cost. We have historically purchased raw material from a large network of suppliers to ensure competitive pricing and access to product supply in all market conditions. Over the last few years we have increased efficiencies in resin purchasing by rationalizing our supplier base and focusing our efforts on a select number of large global resin manufacturers. We maintain strong relationships with key suppliers and expect that such relationships will continue in the foreseeable future. The resin market is a global market and we believe that we will be able to purchase adequate quantities of plastic resins at market prices.

~~Our~~Competition ~~market is comprised primarily of three types of manufacturers:~~

•Our ~~Long-run~~market ~~suppliers:~~is ~~Typically~~comprised ~~produce~~primarily ~~over~~of ~~150~~three ~~million~~types ~~units~~of ~~annually~~manufacturers: ~~per customer application; characterized by low material margin products and less production flexibility serving mass markets (e.g., bottled water and soft drinks).~~

• ~~Medium/short~~Long-run suppliers: Typically produce ~~between~~over 5150 million ~~and 25 million~~ units annually per customer application; characterized by ~~medium~~low ~~to high~~ material margin products, ~~greater~~and less production flexibility, ~~and~~serving ~~custom~~mass ~~design~~markets ~~capabilities~~(e.g., ~~serving~~bottled ~~specialty~~water and ~~some~~soft ~~mass markets~~drinks).

• Short-run suppliers: Typically produce less than 5 million units annually per customer application; characterized by high material margin products, high production flexibility, and high design and customization capabilities serving niche and specialty markets.3

WeTable ~~do not compete in the long-run supplier segment~~ of the market, but compete on a product by product basis in each region where we have operations in the other two segments of the market. Our competitors include both small regional players and large national operators. Our business continues to be primarily local in nature and dependent on specific capabilities at each plant. As such, we believe there is no one firm who competes with us on all products in all geographies. Furthermore, given the constraints associated with shipping costs, foreign competition has a relatively limited presence in our markets. In addition to product type and location, the nature of competition changes as overall product run size increases. For smaller applications of approximately five million or less in annual customer volume requirements, we generally compete with small producers who often operate out of a single facility and do not possess the advantages of scale that we are able to achieve. For medium run sizes up to approximately 25 million in annual customer volume requirements, we compete on a limited basis with larger packaging companies as well as the small regional players. Contents

~~Employees~~• Medium/short-run suppliers: Typically produce between 5 million and 25 million units annually per customer application; characterized by medium to high material margin products, greater production flexibility, and custom design capabilities serving specialty and some mass markets.

As• ofShort-run ~~September 30,~~suppliers: ~~2011~~Typically weproduce ~~employed~~less ~~1,007~~than ~~employees~~5 inmillion ~~the~~units ~~United~~annually ~~States~~per ~~and~~customer ~~Canada.~~application; ~~None~~characterized ~~of our domestic employees are unionized. Substantially all of our employees in Canada, representing approximately 16% of our total employees as of September 30, 2011 are represented~~ by ~~the~~high ~~National~~material ~~Union~~margin ~~of Automobile~~products, ~~Aerospace,~~high ~~Transport~~production ~~and Other Workers of Canada~~flexibility, ~~Union of Food~~ and ~~Commerce~~high ~~Workers,~~design and ~~Canadian~~customization ~~Union~~capabilities ~~Communication, Energy~~serving ~~and~~niche ~~Paperworkers. In June 2011, we reached a collective bargaining agreement with employees at our St. Laurent, Quebec facility represented by Canadian Union Communication, Energy~~ and ~~Paperworkers.~~specialty ~~The new agreement expires in June 2018 and replaces an agreement that expired in April 2009~~markets. ~~Negotiations are ongoing with regard to the~~

7We do not compete in the long-run supplier segment of the market, but compete on a product by product basis in each region where we have operations in the other two segments of the market. Our competitors include both small regional players and large national operators. Our business continues to be primarily local in nature and dependent on specific capabilities at each plant. As such, we believe there is no one firm who competes with us on all products in all geographies. Furthermore, given the constraints associated with shipping costs, foreign competition has a relatively limited presence in our markets. In addition to product type and location, the nature of competition changes as overall product run size increases. For smaller applications of approximately five million or less in annual customer volume requirements, we generally compete with small producers who often operate out of a single facility and do not possess the advantages of scale that we are able to achieve. For medium run sizes up to approximately 25 million in annual customer volume requirements, we compete on a limited basis with larger packaging companies as well as the small regional players.

~~Table~~Employees ~~of Contents~~

As of September 30, 2012, we employed 984 employees in the United States and Canada. None of our domestic employees are unionized. Substantially all of our employees in Canada, representing approximately 16% of our total employees as of September 30, 2012, are represented by the National Union of Automobile, Aerospace, Transport and Other Workers of Canada, Union of Food and Commerce Workers, and Canadian Union Communication, Energy and Paperworkers. Our collective bargaining agreements with employees of our Pointe Claire, Quebec facility represented by the National Union of Automobile, Aerospace, Transport and Other Workers of Canada and Union Food and Commerce Workers. ~~Those agreements also~~ expired in April 2009. Negotiations are ongoing to enter into new agreements. We believe our relations with employees are satisfactory.

Environmental Matters and Government Regulations

The production, distribution and sale of our products and our present ownership and ~~operations~~operation of real property are subject to extensive and frequently changing federal, state, local and foreign environmental laws and regulations, including ~~these~~those pertaining to the discharge of materials into the environment, exposure to hazardous material, the handling and disposal of wastes and cleanup of contaminated soil and ground water, or otherwise relating to the protection of the environment. We believe that we are in material compliance with applicable environmental laws and regulations, and are not a party to any pending legal proceedings or claims for non-compliance with environmental laws and regulations.

In addition to environmental laws and regulations, we are subject to numerous other federal, state, local and foreign laws and regulations. A portion of our revenue comes from sales of plastic packaging sold into the food and healthcare end markets. Pursuant to the Federal Food, Drug and Cosmetic Act (“FDCA”), the U.S. Food and Drug Administration (“FDA”) regulates our products that are intended for drug packaging or food packaging purposes. Specifically, we are subject to FDA regulations that require that our drug and food packaging products are safe and suitable for their intended uses, including that they are manufactured in a manner that complies with the FDA’s applicable good manufacturing practices. The FDA requires that we ensure that each component part of our products and the final packaging product will not render the food or drug packaged inside our product to be adulterated or misbranded under the FDCA. Furthermore, some of our products are regulated by the Consumer Product Safety Commission (“CPSC”) pursuant to various federal laws, including the Consumer Product Safety Act and the Poison Prevention Packaging Act. We believe our drug and food packaging products comply with all applicable requirements.

Intellectual Property

We rely on a combination of patents, trademarks, unpatented proprietary know-how and trade secrets, copyrights and other intellectual property rights, confidentiality agreements with employees and consultants and other protective measures to protect our proprietary rights. We do not believe that any individual item of our intellectual property portfolio is material to our current business. We employ various methods, including confidentiality and non-disclosure agreements with third parties, employees and consultants, to protect our trade secrets and know-how. We have licensed, and may license in the future, patents, trademarks, trade secrets and similar proprietary rights to and from third parties.

~~Available Information~~ 4

~~Our~~Table annual report, quarterly reports, current reports and amendments to those reports are available without charge on our website, www.pretiumpkg.com, as soon as reasonably practicable after they are filed electronically with the Securities and Exchange Commission (“SEC”). We will also provide a free copy of ~~any of our filed documents upon written request to: Pretium Packaging, L.L.C., 15450 South Outer Forty Drive, Suite 120, Chesterfield, Missouri 63017, Attention: Chief Financial Officer.~~ Contents

~~The~~Available ~~public~~Information may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issues that file electronically with the SEC (http://www.sec.gov).

8Our annual report, quarterly reports, current reports and amendments to those reports are available without charge on our website, www.pretiumpkg.com, as soon as reasonably practicable after they are filed electronically with the Securities and Exchange Commission (“SEC”). We will also provide a free copy of any of our filed documents upon written request to: Pretium Packaging, L.L.C., 15450 South Outer Forty Drive, Suite 120, Chesterfield, Missouri 63017, Attention: Chief Financial Officer.

~~Table~~The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of ~~Contents~~the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issues that file electronically with the SEC (http://www.sec.gov).

~~ITEM 1A RISK FACTORS~~5

WeTable ~~have a substantial amount~~ of ~~indebtedness, which may adversely affect our cash flow, our ability to operate our business and our ability to satisfy our obligations under the Notes.~~ Contents

WeItem ~~have a significant amount of indebtedness~~1A. AsRisk ~~of September 30, 2011, we had approximately $150~~Factors.9 million of indebtedness outstanding, all of which is secured and, based on our borrowing base, we had approximately $27.9 million available for borrowings under the ABL Facility, subject to meeting customary borrowing conditions. Our substantial amount of indebtedness could have important consequences for us. For example, it could:

•We ~~increase~~have a substantial amount of indebtedness, which may adversely affect our ~~vulnerability~~cash flow, our ability to ~~adverse~~operate ~~economic,~~our ~~industry~~business orand ~~competitive~~our ~~developments;~~ability to satisfy our obligations under the Notes.

•We ~~result~~have ina ansignificant ~~event~~amount of ~~default~~indebtedness. ifAs of September 30, 2012, we ~~fail~~had toapproximately ~~satisfy~~$150.2 ~~our~~million ~~obligations~~of ~~with~~indebtedness ~~respect~~outstanding, toall ~~the~~of ~~Notes~~which oris ~~other~~secured ~~debt~~and, orbased ~~fail~~on toour ~~comply~~borrowing ~~with~~base, ~~the~~we ~~financial~~had ~~and~~approximately ~~other~~$28.4 ~~restrictive~~million ~~covenants~~available ~~contained~~for inborrowings under the ABL Facility, ~~and~~subject ~~the~~to ~~indenture~~meeting orcustomary ~~agreements~~borrowing ~~governing~~conditions. ~~our~~Our ~~other~~substantial ~~indebtedness,~~amount ~~which event~~ of ~~default~~indebtedness could ~~result~~have inimportant ~~all~~consequences offor ~~our~~us. ~~debt~~For ~~becoming~~example, ~~immediately~~it ~~due and payable and~~ could: ~~permit our lenders to foreclose on our assets securing such debt;~~

• ~~require~~increase ~~a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on~~ our ~~indebtedness,~~vulnerability ~~therefore reducing our ability~~ to ~~use~~adverse ~~our cash flow to fund our operations~~economic, ~~capital~~industry ~~expenditures~~or ~~and~~competitive ~~future business opportunities~~developments;

• ~~make~~result itin ~~more~~an ~~difficult~~event ~~for~~of usdefault if we fail to satisfy our obligations with respect to the Notes or other debt or fail to comply with the financial and other restrictive covenants contained in the ABL Facility and the indenture governing the Notes or agreements governing our other indebtedness, which event of default could result in all of our debt becoming immediately due and payable and could permit our lenders to foreclose on our assets securing such debt;

• ~~increase~~require ~~our~~a ~~cost~~substantial portion of ~~borrowing~~cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

• ~~restrict~~make usit ~~from~~more ~~making~~difficult ~~strategic~~for ~~acquisitions~~us orto ~~causing~~satisfy usour toobligations ~~make~~with ~~non-strategic~~respect ~~divestitures~~to the Notes;

• ~~limit~~increase our ~~ability~~cost toof ~~service our indebtedness, including the Notes~~borrowing;

• ~~limit~~restrict ~~our~~us ~~ability~~from tomaking ~~obtain~~strategic ~~additional financing for working capital, capital expenditures, debt service requirements,~~ acquisitions ~~and~~or ~~general~~causing ~~corporate~~us orto ~~other~~make ~~purposes~~non-strategic divestitures;

• limit our ~~flexibility~~ability ~~in planning for, or reacting~~ to, ~~changes~~service in our ~~business~~indebtedness, orincluding the industry in which we operate, placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who therefore may be able to take advantage of opportunities that our leverage prevents us from exploitingNotes; ~~and~~

• ~~prevent~~limit usour ~~from~~ability ~~raising the funds necessary~~ to ~~repurchase~~obtain ~~all~~additional ~~Notes~~financing ~~tendered~~for toworking uscapital, ~~upon~~capital ~~the~~expenditures, ~~occurrence~~debt ofservice ~~certain changes of control~~requirements, ~~which~~acquisitions ~~failure~~and togeneral ~~repurchase~~corporate ~~would~~or ~~constitute~~other ~~a default under the indenture.~~purposes;

~~The~~• ~~occurrence~~limit ofour ~~any~~flexibility ~~one~~in ofplanning ~~these~~for, ~~events~~or ~~could~~reacting ~~have~~to, changes in our business or the industry in which we operate, placing us at a ~~material adverse~~competitive ~~effect~~disadvantage oncompared to our ~~business,~~competitors ~~financial~~who ~~condition,~~are ~~results~~less ofhighly ~~operations,~~leveraged ~~prospects~~and orwho ~~ability~~therefore may be able to ~~satisfy~~take advantage of opportunities that our ~~obligations~~leverage ~~under~~prevents ~~the~~us ~~Notes.~~from exploiting; and

~~Borrowings~~• ~~under~~prevent ~~the~~us ~~ABL~~from ~~Facility~~raising ~~bear~~the ~~interest~~funds atnecessary ~~variable~~to ~~rates.~~repurchase Ifall weNotes ~~were~~tendered to ~~borrow~~us ~~funds~~upon ~~under~~ the ~~ABL~~occurrence ~~Facility~~of ~~and~~certain ~~these~~changes ~~rates~~of ~~were to increase significantly~~control, ~~our~~which ~~ability~~failure to ~~borrow~~repurchase ~~additional~~would ~~funds~~constitute ~~may~~a bedefault ~~reduced~~under ~~and~~ the ~~risks~~indenture ~~related~~governing tothe ~~our substantial indebtedness would intensify~~Notes. ~~While we may enter into agreements limiting our exposure to higher interest rates, any such agreements may not offer complete protection for this risk.~~

~~Despite~~The ~~our~~occurrence ~~substantial~~of ~~indebtedness~~any ~~level,~~one weof ~~and~~these ~~our~~events ~~subsidiaries~~could ~~will~~have ~~still~~a bematerial ~~able~~adverse ~~to incur~~effect ~~substantial~~on ~~additional~~our ~~amounts~~business, offinancial ~~debt~~condition, ~~which~~results ~~could~~of ~~further~~operations, ~~exacerbate~~prospects ~~the~~or ~~risks~~ability ~~associated~~to ~~with~~satisfy our ~~indebtedness~~obligations under the Notes.

WeBorrowings ~~and~~under ~~our subsidiaries~~the ~~may~~ABL beFacility ~~able~~bear tointerest ~~incur~~at ~~substantial~~variable ~~additional~~rates. ~~indebtedness~~If inwe ~~the~~were ~~future,~~to ~~including~~borrow ~~additional~~funds ~~secured~~under ~~debt.~~the ~~Our~~ ABL Facility ~~provides~~and ~~for~~these ~~borrowings~~rates upwere to ~~$30.0~~increase ~~million~~significantly, ~~and~~our ~~includes~~ability anto ~~uncommitted~~borrow ~~incremental~~additional ~~facility~~funds ~~that,~~may ~~if committed,~~be ~~would~~reduced ~~increase~~and ~~borrowing~~the ~~capacity,~~risks ~~subject~~related to ~~borrowing~~our ~~base~~substantial ~~capacity.~~indebtedness ~~All~~would ofintensify. ~~the~~While ~~borrowings~~we ~~under~~may ~~the~~enter ~~ABL~~into ~~Facility~~agreements ~~are~~limiting ~~secured~~our byexposure ~~liens~~to ~~that~~higher ~~rank~~interest ~~senior~~rates, toany ~~the~~such ~~liens~~agreements ofmay ~~the~~not ~~holders~~offer ofcomplete ~~the~~protection ~~Notes~~for onthis ~~the collateral~~risk. ~~Although the credit agreement governing~~

9Despite our substantial indebtedness level, we and our subsidiaries will still be able to incur substantial additional amounts of debt, which could further exacerbate the risks associated with our indebtedness.

~~Table~~We and our subsidiaries may be able to incur substantial additional indebtedness in the future, including additional secured debt. Our ABL Facility provides for borrowings up to $30.0 million, and includes an uncommitted incremental facility that, if committed, would increase borrowing capacity, subject to borrowing base capacity. All of ~~Contents~~the borrowings under the ABL Facility are secured by liens that rank senior to the liens of the holders of the Notes on the collateral. Although the credit agreement governing the ABL Facility and the indenture governing the Notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. Moreover, if we incur any additional indebtedness secured by liens that rank equally with those securing the Notes, the holders of such indebtedness will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us and we cannot assure you any collateral would be sufficient to cover all obligations. In addition, the indenture governing the Notes and the agreement governing the ABL Facility do not prevent us from incurring obligations that do not constitute indebtedness thereunder. If new debt is added to our and our

the ABL Facility and the indenture contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. Moreover, if we incur any additional indebtedness secured by liens that rank equally with those securing the Notes, the holders of such indebtedness will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us and we cannot assure you any collateral would be sufficient to cover all obligations. In addition, the indenture and the agreement governing the ABL Facility do not prevent us from incurring obligations that do not constitute indebtedness thereunder. If new debt is added to our and our subsidiaries’ existing debt levels, the risks associated with our substantial indebtedness described above, including our possible inability to secure our debt, will increase. 6

WeTable ~~may~~of not be able to generate sufficient cash to service the Notes or our other indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. Contents

~~Our~~subsidiaries’ ~~ability~~existing todebt ~~make scheduled payments on our indebtedness~~levels, ~~including~~ the ~~Notes,~~risks ~~and~~associated towith ~~fund~~ our ~~operations~~substantial ~~will depend~~indebtedness ondescribed ~~our~~above, ~~ability~~including toour ~~generate~~possible ~~cash~~inability ~~in the future. We may not be able~~ to ~~maintain~~secure ~~a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on the Notes or~~ our ~~other~~debt, ~~indebtedness~~will increase.

IfWe ~~our~~may ~~cash~~not ~~flows~~be ~~and~~able ~~capital~~to ~~resources~~generate ~~are~~sufficient ~~insufficient~~cash to ~~meet our debt~~ service ~~obligations or to fund our other liquidity needs, we may need to refinance all or a portion of our debt, including~~ the Notes, ~~before maturity, seek additional equity capital, reduce~~ or ~~delay scheduled expansions and capital expenditures or sell material assets or operations. We cannot assure you that we would be able to refinance or restructure~~ our other indebtedness, ~~obtain~~and ~~equity capital or sell assets or operations on commercially reasonable terms or at all. In addition, the terms of existing or future debt instruments, including the indenture,~~ may ~~limit~~be ~~or prevent~~forced ~~us from taking any of these actions. Our inability~~ to take ~~these~~other actions ~~and~~ to ~~generate sufficient cash flow to~~ satisfy our ~~debt service and other~~ obligations ~~could~~under ~~have a material adverse effect on~~ our ~~business~~indebtedness, ~~results~~which ofmay ~~operation~~not ~~and financial~~be ~~condition, as well as on our ability to satisfy our obligations in respect of the Notes~~successful.

IfOur ~~for~~ability ~~any~~to ~~reason~~make wescheduled ~~are~~payments ~~unable~~on ~~to meet~~ our ~~debt service obligations~~indebtedness, weincluding ~~would be in default under~~ the ~~terms~~Notes, ofand ~~the agreements governing such outstanding indebtedness. If such a default were~~ to ~~occur,~~fund ~~the~~our ~~lenders~~operations ~~under~~will ~~such~~depend ~~indebtedness~~on ~~could~~our ~~elect~~ability to ~~declare~~generate ~~all~~cash ~~amounts outstanding under it immediately due and payable, and~~ in the ~~case~~future. ofWe ~~the~~may ~~ABL Facility, the lenders would~~ not be ~~obligated~~able to ~~continue~~maintain toa ~~advance~~level ~~funds under the ABL Facility. If the amounts outstanding under our debt were accelerated, it could cause an event~~ of ~~default~~ ~~under~~cash ~~other~~flows ~~indebtedness~~from oroperating ~~allow~~activities ~~other~~sufficient ~~indebtedness~~ to bepermit ~~accelerated.~~us ~~We cannot assure you that our assets will be sufficient~~ to ~~repay~~pay ~~in full~~ the ~~money~~principal ~~owed~~and tointerest on the ~~banks~~Notes or toour ~~holders~~other ~~of Notes if any~~ indebtedness ~~were accelerated~~.

~~Increases~~If inour ~~resin~~cash ~~prices~~flows and capital resources are insufficient to meet our debt service obligations or to fund our other liquidity needs, we may need to refinance all or a ~~shortage~~portion of ~~available~~our ~~resin~~debt, including the Notes, before maturity, seek additional equity capital, reduce or delay scheduled expansions and capital expenditures or sell material assets or operations. We cannot assure you that we would be able to refinance or restructure our indebtedness, obtain equity capital or sell assets or operations on commercially reasonable terms or at all. In addition, the terms of existing or future debt instruments, including the indenture governing the Notes, may limit or prevent us from taking any of these actions. Our inability to take these actions and to generate sufficient cash flow to satisfy our debt service and other obligations could ~~adversely~~have ~~affect~~a material adverse effect on our business, results of operation and financial condition, as well as on our ~~financial~~ability ~~performance~~to satisfy our obligations in respect of the Notes.

~~Production~~If offor ~~our~~any ~~products~~reason ~~requires~~we ~~a large amount of plastic resins. Plastic resins~~ are ~~subject~~unable to ~~price~~meet ~~fluctuations,~~our ~~including those~~debt ~~arising~~service ~~from~~obligations, ~~supply~~we ~~shortages~~would ~~and~~be ~~changes~~ in default under the ~~prices~~terms of ~~natural gas, crude oil and other petrochemical intermediates from which resins are produced. Over~~ the ~~past~~agreements ~~several~~governing ~~years,~~such weoutstanding ~~have at times experienced rapidly increasing resin prices~~indebtedness. We doIf ~~not~~such ~~pay~~ a ~~fixed~~default ~~price~~were ~~for~~to ~~resins.~~occur, Wethe ~~pass~~lenders ~~through~~under ~~100%~~such ofindebtedness ~~changes~~could inelect ~~resin costs~~ to declare all ofamounts ~~our~~outstanding ~~customers~~ under ~~current~~it ~~arrangements~~immediately ~~based~~due onand ~~published price indexes~~payable, ~~although~~and ~~our~~in ~~pass~~the ~~through~~case ~~mechanisms~~of ~~are~~the ~~typically~~ABL ~~subject~~Facility, tothe alenders ~~one~~would tonot ~~four month timing delay. There is no assurance that we will~~ be ~~able~~obligated to continue to ~~pass~~advance ~~through~~funds ~~all~~under ~~future~~the ~~price~~ABL ~~fluctuations~~Facility. If ~~increases~~the inamounts ~~resin~~outstanding ~~prices~~under ~~continue,~~our ~~net~~debt ~~sales~~were ~~and~~accelerated, ~~profitability~~it ~~may~~could because ~~materially~~an ~~and~~event ~~adversely~~of ~~affected,~~default ~~both~~under inother ~~the short-term~~indebtedness asor weallow ~~attempt~~other indebtedness to ~~pass~~be ~~through~~accelerated. ~~changes~~We incannot ~~the~~assure ~~price~~you ofthat ~~resin~~our toassets ~~customers~~will ~~under~~be ~~current~~sufficient ~~agreements~~to ~~and~~repay in full the ~~long-term~~money asowed weto ~~negotiate~~the ~~new~~banks ~~agreements~~ or ifto ~~our~~holders ~~customers~~of ~~seek~~Notes ~~product~~if ~~substitution~~any indebtedness were accelerated.

10Increases in resin prices or a shortage of available resin could adversely affect our business and our financial performance.

~~Table~~Production of ~~Contents~~our products requires a large amount of plastic resins. Plastic resins are subject to price fluctuations, including those arising from supply shortages and changes in the prices of natural gas, crude oil and other petrochemical intermediates from which resins are produced. Over the past several years, we have at times experienced rapidly increasing resin prices. We do not pay a fixed price for resins. We pass through 100% of changes in resin costs to all of our customers under current arrangements based on published price indexes, although our pass through mechanisms are typically subject to a one to four month timing delay. There is no assurance that we will be able to continue to pass through all future price fluctuations. If increases in resin prices continue, net sales and profitability may be materially and adversely affected, both in the short-term as we attempt to pass through changes in the price of resin to customers under current agreements and in the long-term as we negotiate new agreements or if our customers seek product substitution.

A sustained significant increase in resin prices relative to other packaging materials, to the extent that those costs are not passed on to the end-consumer, would make plastic containers less economical for our customers and could result in a slower pace of conversions to, or reductions in the use of, plastic containers.

We source plastic resin primarily from major industry suppliers. We have long-standing relationships with certain of these suppliers but have not entered into a firm supply contract with any of them. We may not be able to arrange for other sources of resin in quantities sufficient to meet all of our future obligations in the event of an industry-wide general shortage of resins used by us, or a shortage or discontinuation of certain types of grades of resin purchased from one or more of our suppliers. Any such shortage may materially negatively impact our competitive position versus companies that are able to better or more cheaply source resin.

We may not be able to successfully compete and our customers may not continue to purchase our products.

The plastic packaging industry is intensely competitive and we compete with multiple companies in the sale of each of our product lines. We compete on the basis of a number of factors, including service, quality, product characteristics, the ability to timely supply products to customers, the ability to minimize our customers’ freight expenses, and price. Additionally, we compete with manufacturers of other packaging materials such as metal, glass, paper and plastic packaging materials made with different manufacturing processes. Some of these products are not susceptible to fluctuations in the price of plastic resins, which consequently can have a negative effect on our competitive position compared to substitute products. Our competitors may have financial and other resources that are greater than ours and may be better able to react to market conditions and to withstand price competition. In addition, our customers may move container production in-house and shift their purchases from finished products to preforms or cease purchasing our products entirely. Furthermore, we may be unable to attract new ~~customers~~ away from our competitors due to the significant costs associated with switching suppliers due to freight expenses if our facilities are located further away from the prospective customer than those of our competitors or if the prospective customer has a long-term supply arrangement with a competitor. Competition could result in our products losing market share or our having to reduce our prices, either of which would have a material adverse effect on our business, results of operations and financial condition.

~~Macroeconomic conditions may adversely impact our business.~~ 7

~~Our~~Table ~~industry has been affected by current economic factors, including the deterioration~~ of national, regional and local economic conditions, declines in employment levels and shifts in consumer spending patterns. The recent disruptions in the overall economy and volatility in the financial markets have reduced, and may continue to reduce, consumer confidence in the economy, negatively affecting consumer spending, which could be harmful to our financial position and results of operations. As a result, decreased cash flow generated from our business may adversely affect our financial position and our ability to fund our operations. Contents

Wecustomers ~~may~~away ~~pursue~~from ~~and~~our ~~complete~~competitors ~~acquisitions~~due to the significant costs associated with switching suppliers due to freight expenses if our facilities are located further away from the prospective customer than those of our competitors or if the prospective customer has a long-term supply arrangement with a competitor. Competition could result in our products losing market share or our having to reduce our prices, either of which ~~could~~would ~~adversely~~have ~~affect~~a material adverse effect on our business, results of operations and financial condition.

WeMacroeconomic ~~continually~~conditions ~~seek~~may toadversely ~~identify~~impact ~~opportunities for the acquisition of other companies, assets and product lines that either complement or expand~~ our ~~existing~~ business ~~and create economic value~~. We continually evaluate potential acquisitions and may pursue such acquisitions that could be material in size and scope. There is no assurance that we will be able to consummate any such transactions. We may not be able to fund future acquisitions because of limitations under our indebtedness or otherwise, including due to the limited availability of funds if the financial markets are impaired. Acquisitions involve a number of special risks, including:

•Our ~~diverting~~industry ~~our~~has ~~limited~~been ~~management~~affected ~~resources~~by ~~that~~current ~~would~~economic ~~otherwise~~factors, including the deterioration of national, regional and local economic conditions, declines in employment levels and shifts in consumer spending patterns. The recent disruptions in the overall economy and volatility in the financial markets have reduced, and may continue to reduce, consumer confidence in the economy, negatively affecting consumer spending, which could be ~~available~~harmful ~~for~~to our ~~ongoing~~financial ~~current~~position and results of operations. As a result, decreased cash flow generated from our business; may adversely affect our financial position and our ability to fund our operations.

11We may pursue and complete acquisitions, which could adversely affect our business.

~~Table~~We continually seek to identify opportunities for the acquisition of ~~Contents~~other companies, assets and product lines that either complement or expand our existing business and create economic value. We continually evaluate potential acquisitions and may pursue such acquisitions that could be material in size and scope. There is no assurance that we will be able to consummate any such transactions. We may not be able to fund future acquisitions because of limitations under our indebtedness or otherwise, including due to the limited availability of funds if the financial markets are impaired. Acquisitions involve a number of special risks, including:

• ~~the~~diverting ~~integration~~our oflimited ~~acquired~~management ~~products~~resources ~~into~~that would otherwise be available for our ~~existing~~ongoing ~~product~~current ~~lines~~business;

• the ~~increasing~~integration ~~demands~~of onacquired products into our ~~operational~~existing ~~systems;~~product ~~and~~lines;

• ~~possible~~the ~~adverse~~increasing ~~effects~~demands on our ~~reported~~operational ~~operating~~systems; ~~results, particularly during the first several reporting periods after such acquisitions are completed.~~and

We• may agree to assume liabilities or we may become responsible for unexpected liabilities that we failed or were unable to discover in the course of performing due diligence in connection with historical acquisitions and any future acquisitions. We may require sellers to indemnify us against undisclosed liabilities. However, we cannot assure you that indemnification rights we obtain will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible ~~liabilities~~adverse ~~associated~~effects ~~with~~on ~~the~~our ~~business~~reported oroperating ~~property acquired. Any of these liabilities~~results, ~~individually~~particularly orduring in the ~~aggregate,~~ ~~could~~first ~~have~~several areporting ~~material~~periods ~~adverse~~after ~~effect~~such onacquisitions ~~our~~are ~~business, financial condition and results of operations~~completed.

~~Our~~We ~~intellectual property~~may ~~rights~~agree to assume liabilities or we may become responsible for unexpected liabilities that we failed or were unable to discover in the course of performing due diligence in connection with historical acquisitions and any future acquisitions. We may require sellers to indemnify us against undisclosed liabilities. However, we cannot assure you that indemnification rights we obtain will be ~~inadequate~~enforceable, collectible or sufficient in amount, scope or duration to ~~protect~~fully offset the possible liabilities associated with the business or property acquired. Any of these liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.

WeOur ~~attempt to protect our~~ intellectual property rights, both in the United States and in foreign countries, through a combination of patent, trademark and trade secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements. Because of the differences in foreign trademark, patent and other laws concerning proprietary rights, our intellectual property rights may ~~not~~be ~~receive~~inadequate ~~the same degree of protection in foreign countries as they would in the United States. Our failure~~ to ~~obtain~~protect ~~or maintain adequate protection of~~ our ~~intellectual~~ ~~property rights for any reason could have a material adverse effect on our~~ business~~, results of operations and financial condition~~.

We ~~may~~attempt ~~not~~to beprotect ~~successful in protecting~~ our intellectual property rights, ~~including~~both ~~our~~in ~~unpatented~~the ~~proprietary~~United ~~know-how~~States and in foreign countries, through a combination of patent, trademark and trade ~~secrets~~secret laws, oras well as licensing agreements and third-party nondisclosure and assignment agreements. Because of the differences in ~~avoiding~~foreign ~~claims~~trademark, ~~that~~patent weand ~~infringed~~other onlaws concerning proprietary rights, our intellectual property rights may not receive the same degree of protection in foreign countries as they would in the United States. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of ~~others~~operations and financial condition.

InWe ~~addition~~may tonot ~~relying~~be onsuccessful ~~patent~~in ~~and~~protecting ~~trademark~~our intellectual property rights, weincluding ~~rely~~our on unpatented proprietary know-how and trade ~~secrets,~~ ~~and employ various methods, including confidentiality agreements with employees and consultants, to protect our know-how and trade~~ secrets~~. We cannot assure you that these methods will provide meaningful protection for our trade secrets~~, ~~know-how~~ or ~~other proprietary information~~ in ~~the~~avoiding ~~event~~claims ~~of an unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information, and there can be no assurance~~ that ~~others will not independently develop the same or similar technology or develop better production methods than us. Further,~~ we ~~may~~infringed not be able to deter current and former employees, contractors and other parties from breaching confidentiality agreements and misappropriating proprietary information and it is possible that third parties may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on ~~our~~the intellectual property rights of others.

WeIn ~~have~~addition ~~licensed,~~to ~~and~~relying ~~may~~on ~~license~~patent inand ~~the~~trademark ~~future~~rights, ~~patents,~~we ~~trademarks,~~rely on unpatented proprietary know-how and trade secrets, and ~~similar~~employ ~~proprietary~~various ~~rights~~methods, toincluding ~~third~~confidentiality ~~parties.~~agreements ~~While~~with weemployees ~~attempt~~and consultants, to ~~ensure~~ ~~that~~protect our ~~intellectual~~know-how ~~property~~ and ~~similar~~trade ~~proprietary~~secrets. ~~rights~~We ~~are~~cannot ~~protected~~assure ~~when~~you ~~entering~~that ~~into~~these ~~business~~methods ~~relationships~~will ~~and~~provide ~~licensing~~meaningful ~~arrangements~~protection for our trade secrets, ~~third~~know-how ~~parties~~or ~~may~~other ~~take~~proprietary ~~actions~~information ~~that~~in ~~could~~the ~~materially~~event ~~and~~of ~~adversely~~an ~~affect~~unauthorized ~~our~~use, ~~rights~~misappropriation or ~~the value~~disclosure of ~~our~~such ~~intellectual~~trade ~~property~~secrets, ~~similar~~know-how or other proprietary ~~rights~~information, and there can be no assurance that others will not independently develop the same or ~~reputation~~similar technology or develop better production methods than us. ~~However~~Further, we ~~cannot~~may ~~assure~~not ~~you~~be able to deter current and former employees, contractors and other parties from breaching confidentiality agreements and misappropriating proprietary information and it is possible that wethird ~~will~~parties ~~have~~may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights.

12 8

Table of Contents

We have licensed, and may license in the future, patents, trademarks, trade secrets, and similar proprietary rights to third parties. While we attempt to ensure that our intellectual property and similar proprietary rights are protected when entering into business relationships and licensing arrangements, third parties may take actions that could materially and adversely affect our rights or the value of our intellectual property, similar proprietary rights or reputation. However, we cannot assure you that we will have sufficient resources to enforce our intellectual property rights against third parties. In the future, we may also rely on litigation to enforce our intellectual property rights and contractual rights, and, if not successful, we may not be able to protect the value of our intellectual property. Any litigation could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of its outcome.

If third parties claim that we infringe on their intellectual property rights, our operating profits could be adversely affected.

Our success depends in part on our ability to obtain, or license from third parties, patents, trademarks, trade secrets and similar proprietary rights without infringing on the proprietary rights of third parties. Although we believe our intellectual property rights and those of our customers are sufficient to allow us to conduct our business without incurring liability to third parties, we face the risk of claims that we have infringed on the intellectual property rights of such persons. Any such claims of patent or other intellectual property infringement, even those without merit, could cause us to cease making, licensing, or using products that incorporate the challenged intellectual property; require us to redesign or reengineer our products, if feasible; divert management’s attention and resources; or require us to pay damages, enter into royalty or licensing agreements (which may not be available on reasonable terms, or at all) in order to obtain the right to use a third party’s intellectual property. Any such litigation could be protracted and costly and could have a material adverse effect on our business and results of operations.

Compliance with current and future environmental regulations could affect our business operations.

Our products and operations are subject to extensive and frequently changing federal, state, local and foreign environmental laws and regulations, including laws and regulations that impose limits on the discharge, release, transport, handling, and use of, or regulate exposure to, hazardous materials, establish standards for the treatment, storage and disposal of solid and hazardous materials and require clean up of contaminated sites. Future laws and regulations, or future enforcement or interpretation of existing laws or regulations, could increase the cost of producing, or otherwise adversely affect the demand for, plastic products. Although past compliance has not required significant capital expenditures, we cannot predict with certainty our future capital expenditure requirements. Although we believe we are in substantial compliance with applicable environmental laws and regulations and are not a party to any pending legal proceedings or claims for non-compliance with environmental laws and regulations, failure to comply with environmental laws and regulations could result in severe fines and penalties by governments or courts of law. Furthermore, future or currently unknown violations, contamination of sites currently or formerly owned or operated by us (including contamination caused by prior owners and operators of such sites) or the off-site disposal of regulated materials could result in additional compliance or remediation costs or other liabilities, which could be material.

In addition, the plastic packaging industry, including us, is subject to federal, state, local and foreign laws and regulations designed to reduce solid wastes by requiring, among other things, plastics to be degradable in landfills, minimum levels of recycled content, various recycling requirements, disposal fees and limits on the use of plastic products. In particular, certain states have enacted laws or regulations requiring products packaged in plastic containers to comply with standards intended to encourage recycling and increased use of recycled materials. Future laws or regulations could further prohibit, tax or restrict the sale or use of certain types of plastic and other containers, and could impose stricter requirements, such as recycling or deposits for each container, that seek to divert containers and packaging materials from disposal as waste in landfills. Changes in laws or regulations regarding the use of disposable plastic products, including those relating to the recycling or reuse of plastic products, could increase the cost of our products. Such additional costs could make our products less competitive with products made from other materials. While container legislation has been adopted in a few jurisdictions, similar legislation has been defeated in public referenda in several states, local elections and state and local legislative sessions. Although we believe that the laws and regulations promulgated to date have not had a material adverse effect on us, there can be no assurance that future laws or regulations, or future enforcement or interpretation of existing laws or regulations, would not have a material adverse effect on us. In addition, various consumer and special interest groups have lobbied from time to time for the implementation of these and other similar measures. Furthermore, a decline in consumer preference for plastic products in general, or for certain types of plastic products in particular, due to environmental considerations could have a negative effect on our business.

13Other government regulations could affect our business operations.

~~Table~~In addition to environmental laws and regulations, numerous other federal, state, local and foreign laws and regulations affect us. A substantial portion of ~~Contents~~our net sales comes from sales of plastic packaging sold into the food and healthcare end markets. Pursuant to the FDCA, the FDA regulates the material content of direct-contact food and drug packages we manufacture. Furthermore, some of our products are regulated by the CPSC pursuant to various federal laws, including the Consumer

had a material adverse effect on us, there can be no assurance that future laws or regulations, or future enforcement or interpretation of existing laws or regulations, would not have a material adverse effect on us. In addition, various consumer and special interest groups have lobbied from time to time for the implementation of these and other similar measures. Furthermore, a decline in consumer preference for plastic products in general, or for certain types of plastic products in particular, due to environmental considerations could have a negative effect on our business. 9

~~Other~~Table ~~government~~of ~~regulations could affect our business operations.~~ Contents

In addition to environmental laws and regulations, numerous other federal, state, local and foreign laws and regulations affect us. A substantial portion of our net sales comes from sales of plastic packaging sold into the food and healthcare end markets. Pursuant to the FDCA, the FDA regulates the material content of direct-contact food and drug packages we manufacture. Furthermore, some of our products are regulated by the CPSC pursuant to various federal laws, including the Consumer Product Safety Act and the Poison Prevention Packaging Act. Both the FDA and the CPSC can require the manufacturer of defective products to repurchase or recall these products and may also impose fines or penalties on the manufacturer. Similar laws exist in some states, cities and other countries in which we sell products. Although we use FDA-approved resins and pigments in our products that directly contact food and drug products and we believe our products are in material compliance with all applicable requirements, we remain subject to the risk that our products could be found not to be in compliance with these and other requirements. A recall of any of our products or any fines and penalties imposed in connection with noncompliance could have a materially adverse effect on us.

We also are subject to various laws and regulations concerning workplace safety, such as the Occupational Safety and Health Act, as well as numerous other federal, state, local and foreign government laws and regulations. Such regulations are subject to changes which can increase our cost of compliance and failure to comply with any such law or regulation could result in the imposition of severe fines or penalties. See Item 1 “Business—Environmental Matters and Government Regulation”.

Increased labor cost, competition for employees or labor disputes could disrupt our operations and have an adverse effect on our business.

As of September 30, ~~2011~~2012, we employed ~~1,007~~984 employees in the United States and Canada. Substantially all of our employees in Canada, representing approximately 16% of our total employees as of September 30, ~~2011~~2012, are represented by The National Union of Automobile, Aerospace, Transport and Other Workers of Canada, Union of Food and Commerce Workers and Canadian Union Communication, Energy and Paperworkers. InOur ~~June 2011, we reached a~~ collective bargaining ~~agreement~~agreements with employees atof our ~~St.~~Pointe ~~Laurent~~Claire, Quebec facility represented by ~~Canadian~~the National Union ~~Communication~~of Automobile, ~~Energy~~Aerospace, Transport and ~~Paperworkers.~~Other ~~The~~Workers ~~new~~of ~~agreement~~Canada ~~expires~~and ~~in June~~Union ~~2018~~Food and ~~replaces~~Commerce anWorkers ~~agreement that~~ expired in April 2009. Negotiations are ongoing ~~with regard~~ to ~~the~~enter ~~collective~~into ~~bargaining~~new agreements. We ~~with~~may ~~employees~~not ofbe ~~our~~able ~~Pointe~~to ~~Claire,~~enter ~~Quebec~~into ~~facility~~new ~~represented~~agreements byon ~~the~~satisfactory ~~National~~terms ~~Union~~or ofat ~~Automobile, Aerospace,~~all. We ~~Transport~~believe ~~and~~our ~~Other~~relations ~~Workers~~with ofemployees ~~Canada~~are ~~and~~satisfactory, ~~Union~~although ~~Food~~we ~~and~~cannot ~~Commerce~~assure ~~Workers.~~you ~~Those~~that ~~agreements~~will ~~also~~continue ~~expired~~to inbe ~~April~~the ~~2009~~case. ~~We believe our relations with employees are satisfactory.~~

We benefit from our established and experienced workforce and our future success depends, in part, on our ability to continue to attract, motivate and retain sufficient employees. If we are unable to attract new qualified employees and/ or motivate and retain our current employees, our business and operations could be adversely affected. Additionally, any increase in competition for labor could require us to pay higher wages, which would increase labor costs.

Additionally, new legal requirements, particularly with respect to health care reform, could increase the cost of our employee benefits. The health care reform legislation enacted by the U.S. Congress is intended to result in significant changes to the U.S. healthcare system. This legislation may lead to additional costs related to the implementation of the new healthcare regulations and may impair our ability to provide the same level of coverage, which could have a material adverse effect on our business and results of operations.

14The catastrophic loss of any facility or critical equipment could adversely affect our business.

~~Table~~The catastrophic loss of ~~Contents~~any of our facilities or critical equipment due to unanticipated events, such as earthquakes, fires, an act of terrorism or violent weather, may increase our production costs or reduce our sales during the affected period. Additionally, the interruptions to our production capability may require us to make significant capital expenditures, which could have a material adverse effect on our operations and net sales.

~~The~~If ~~catastrophic~~we ~~loss~~are ofunable ~~any~~to ~~facility~~develop orproduct ~~critical~~innovations ~~equipment~~and improve our production technology and expertise, we could ~~adversely~~lose ~~affect~~customers ~~our~~or ~~business~~market share.

~~The~~Our ~~catastrophic~~success ~~loss~~will ofdepend ~~any~~on of our ~~facilities~~ability orto ~~critical~~adapt ~~equipment due~~ to ~~unanticipated~~technological ~~events,~~changes ~~such~~in asthe ~~earthquakes,~~plastic ~~fires,~~packaging anindustry. ~~act of~~If ~~terrorism~~we orare ~~violent~~unable ~~weather,~~to ~~may~~timely ~~increase~~develop ~~our~~and ~~production~~introduce ~~costs~~new products, or ~~reduce~~enhance ~~our~~existing ~~sales during the affected period. Additionally~~products, ~~the~~in ~~interruptions~~response to ~~our~~changing ~~production~~market ~~capability~~conditions ~~may~~or ~~require~~customer usrequirements toor ~~make significant capital expenditures~~demands, ~~which~~our competitiveness could ~~have a~~be ~~material~~materially ~~adverse effect on our operations~~ and ~~net~~adversely ~~sales~~affected.

IfLoss weof ~~are~~senior ~~unable~~management toteam ~~develop~~members ~~product~~could ~~innovations~~adversely ~~and~~affect ~~improve~~ our ~~production technology~~business ~~and expertise, we could lose customers or market share~~operations.

~~Our~~A ~~success~~large ~~will~~part ~~depend~~of on our ~~ability~~success todepends ~~adapt~~on toour ~~technological changes~~experienced inand ~~the~~committed ~~plastic~~senior ~~packaging industry~~management. IfCurrent wemanagement ~~are~~has ~~unable~~extensive toexperience ~~timely~~in ~~develop~~the ~~and~~manufacturing, ~~introduce new products~~sales, orfinance ~~enhance~~and ~~existing~~engineering ~~products,~~sectors inand ~~response~~the toloss ~~changing~~of ~~market~~any ~~conditions~~key ormember ~~customer~~could ~~requirements~~adversely oraffect ~~demands,~~ our ~~competitiveness~~operations ~~could be materially~~ and ~~adversely~~business ~~affected~~objectives.

~~Loss~~We ofare ~~senior~~subject ~~management~~to ~~team~~the ~~members~~effects ~~could~~of ~~adversely~~fluctuations ~~affect~~in ~~our~~foreign ~~business~~currency ~~operations~~exchange rates.

AAs ~~large~~a ~~part~~result of our ~~success~~Canadian ~~depends~~operations, ona portion of our ~~experienced~~net sales, and ~~committed~~some ~~senior~~of ~~management.~~our ~~Current~~costs, ~~management~~assets ~~has~~and ~~extensive~~liabilities, ~~experience~~are denominated in ~~the~~ ~~manufacturing,~~Canadian currency. Our Canadian operations represent approximately 17% of our net sales for FY 2012. As our reporting currency is U.S. dollars, ~~finance~~we ~~and~~must ~~engineering~~translate ~~sectors~~Canadian ~~and~~currency ~~the~~financial ~~loss~~results ofinto ~~any~~U.S. ~~key~~dollars ~~member~~based ~~could~~on ~~adversely~~average ~~affect~~exchange ~~our~~rates ~~operations~~prevailing ~~and~~during ~~business~~a ~~objectives~~reporting period for the preparation of our consolidated financial statements. Consequently, any

~~We are subject to the effects of fluctuations in foreign currency exchange rates.~~ 10

AsTable ~~a result~~ of our Canadian operations, a portion of our net sales, and some of our costs, assets and liabilities, are denominated in Canadian currency. Our Canadian operations represent approximately 17% of our net sales for FY 2011. As our reporting currency is U.S. dollars, we must translate Canadian currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period for the preparation of our consolidated financial statements. Consequently, any changes in the currency exchange rates may unpredictably and adversely affect our consolidated operating results. For example, during times of a strengthening U.S. dollar, our reported Canadian net sales and earnings will be reduced because the Canadian currency will translate into fewer U.S. dollars. Conversely, a weakening U.S. dollar will effectively increase the dollar-equivalent of our expenses denominated in Canadian currencies. Contents

Achanges ~~significant~~in ~~portion~~the ofcurrency ~~our~~exchange ~~assets~~rates ~~consists~~may ofunpredictably ~~goodwill~~ and ~~other~~adversely ~~intangible~~affect ~~assets~~our consolidated operating results. For example, ~~the value~~during times of ~~which~~a ~~may~~strengthening U.S. dollar, our reported Canadian net sales and earnings will be reduced ifbecause wethe ~~determine~~Canadian ~~that~~currency ~~those~~will ~~assets~~translate ~~are~~into ~~impaired~~fewer U.S. dollars. Conversely, a weakening U.S. dollar will effectively increase the dollar-equivalent of our expenses denominated in Canadian currencies.

~~Goodwill~~A issignificant ~~recorded~~portion ~~as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value~~ of ~~the~~our ~~net tangible and identifiable intangible~~ assets ~~acquired.~~consists Inof ~~accordance with accounting principles generally accepted in the U.S. (“GAAP”),~~ goodwill and ~~indefinite-lived~~ other intangible assets ~~are evaluated for impairment annually or more frequently if circumstances indicate impairment may have occurred. Impairment assessment under GAAP requires that we consider~~, ~~among other factors, differences between~~ the ~~current book~~ value ~~and estimated fair value~~ of ~~our~~which ~~net~~may ~~assets.~~be Asreduced ofif ~~September 30,~~we ~~2011,~~determine ~~the~~that ~~net~~those ~~carrying value of goodwill and other intangible~~ assets ~~represented~~are ~~approximately $76 million, or 35% of our total assets~~impaired.

15Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identifiable intangible assets acquired. In accordance with accounting principles generally accepted in the U.S. (“GAAP”), goodwill and indefinite-lived intangible assets are evaluated for impairment annually or more frequently if circumstances indicate impairment may have occurred. Impairment assessment under GAAP requires that we consider, among other factors, differences between the current book value and estimated fair value of our net assets. As of September 30, 2012, the net carrying value of goodwill and other intangible assets represented approximately $75.6 million, or 36%, of our total assets.

~~Table~~Based on our annual impairment testing conducted in FY 2012, and a review of ~~Contents~~any potential indicators of impairment, we concluded that the carrying value of goodwill and other intangible assets were not impaired. If goodwill or other assets are further impaired based on a future impairment test, we could be required to record additional non-cash impairment charges to our operating income. Such non-cash impairment charges, if significant, could materially and adversely affect our results of operations in the period recognized.

~~Based~~The oninterests ~~our annual impairment testing conducted in fiscal 2011, and a review~~ of ~~any~~Castle ~~potential indicators of impairment~~Harlan, weour ~~concluded that the carrying value of goodwill and other intangible assets were not impaired. If goodwill or other assets are further impaired based on a future impairment test~~sponsor, wemay ~~could~~ be ~~required~~in toconflict ~~record~~with ~~additional~~the ~~non-cash impairment~~interests ~~charges to our operating income. Such non-cash impairment charges, if significant, could materially and adversely affect our results~~ of ~~operations in the period recognized~~debtholders.

~~The~~A significant portion of the economic and voting power in respect of the membership interests of Pretium Holding is beneficially owned by Castle Harlan and its affiliates. As a result, Castle Harlan has significant control over our ~~sponsor~~affairs, policies and operations, such as the appointment of management, future issuances of our securities, the payments of distributions by us, if any in respect of our membership interests, if any, on our membership interests, the incurrence of debt by us, and the entering into of extraordinary transactions, and their interests may benot in ~~conflict~~all cases be aligned with the interests of debtholders. Additionally, Castle Harlan is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Castle Harlan may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by Castle Harlan continue to indirectly own a significant amount of the economic and voting power in respect of the membership interests of Pretium Holding, Castle Harlan will continue to be able to strongly influence or effectively control our decisions.

A significant portion of the economic and voting power in respect of the membership interests of Pretium Holding is beneficially owned by Castle Harlan and its affiliates. As a result, Castle Harlan has significant control over our affairs, policies and operations, such as the appointment of management, future issuances of our securities, the payments of distributions by us, if any in respect of our membership interests, if any, on our membership interests, the incurrence of debt by us, and the entering into of extraordinary transactions, and their interests may not in all cases be aligned with the interests of debtholders. Additionally, Castle Harlan is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Castle Harlan may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by Castle Harlan continue to indirectly own a significant amount of the economic and voting power in respect of the membership interests of Pretium Holding, Castle Harlan will continue to be able to strongly influence or effectively control our decisions. 11

~~The~~Table ~~requirements~~ of ~~complying with the Exchange Act and the Sarbanes Oxley Act may strain our resources and occupy the time and energies of management.~~ Contents

WeItem ~~are subject to the Securities Exchange Act of 1934 (the “Exchange Act”) and the Sarbanes Oxley Act of 2002~~2. ~~Particularly, as a newly public company, these requirements place a strain on our systems and resources~~Properties. The Sarbanes Oxley Act of 2002 requires that we maintain and certify that we have effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required and we may need to devote additional time and personnel to legal, financial and accounting activities to ensure our ongoing compliance with the public company reporting requirements. In addition, the effort to maintain effective internal controls may divert management’s attention from other business concerns, which could adversely affect our business, financial condition and results of operations.

16We conduct our business from our 10,000 square foot, leased corporate headquarters in Chesterfield, Missouri (St. Louis metropolitan area). We operate nine manufacturing plants in the United States and two in Canada. Of our 11 manufacturing facilities, we own six facilities and lease the remaining five. Our network of facilities is located to service major markets across the United States and Canada, providing high levels of customer service, short delivery times, and low freight costs. All of our facilities are located in areas that have convenient access to major transportation routes and skilled labor pools.

~~Table~~The offollowing ~~Contents~~table sets forth our principal manufacturing facilities:

ITEM 2 PROPERTIES



Location	Square Footage	Owned/Leased
Anaheim, CA	118,000	Leased
Hazleton, PA	123,000	Leased
Hermann, MO	98,000	Owned
Manchester, PA	142,400	Leased
Muscatine, IA (a)	180,000	Owned
Nashua, NH (a)	72,000	Owned
Paris, IL	146,000	Owned
Peru, IL	81,000	Owned
Philmont, NY	98,500	Owned
Pointe-Claire, Quebec	218,000	Leased
Seymour, IN	93,000	Owned
St. Laurent, Quebec	34,500	Leased
Walterboro, SC	61,000	Owned

~~We conduct our business from our 10,000 square foot, leased corporate headquarters in Chesterfield, Missouri~~ (~~St. Louis metropolitan area~~a). We ~~operate~~have ~~nine manufacturing plants in the United States and~~ two inowned ~~Canada. Of our 11~~ manufacturing facilities, weMuscatine, ~~own~~Iowa ~~six facilities~~ and ~~lease~~ ~~the remaining five. Our network of facilities is located to service major markets across the United States and Canada~~Nashua, ~~providing~~New ~~high levels of customer service~~Hampshire, ~~short delivery times, and low freight costs. All of our facilities are located in areas~~ that ~~have~~were ~~convenient~~closed ~~access~~subsequent to ~~major~~the ~~transportation~~Acquisition ~~routes~~ and ~~skilled~~are ~~labor~~currently ~~pools.~~for ~~The following table sets forth our principal manufacturing facilities:~~ sale.

Location	Square Footage		Owned/Leased
Anaheim, CA		118,000		Leased
Hazleton, PA		123,000		Leased
Hermann, MO		98,000		Owned
Manchester, PA		142,400		Leased
Muscatine, IA		180,000		Owned
Nashua, NH		72,000		Owned
Paris, IL		146,000		Owned
Peru, IL		81,000		Owned
Philmont, NY		98,500		Owned
Pointe-Claire, Quebec		218,000		Leased
Seymour, IN		93,000		Owned
St. Laurent, Quebec		34,500		Leased
Walterboro, SC		61,000		Owned

In addition to the facilities above, we own a 160,000 square foot warehouse near our Hazleton manufacturing facility and maintain warehouse space, as needed, in close proximity to certain other manufacturing facilities.

InItem addition to the facilities above, we own a 160,000 square foot warehouse near our Hazleton manufacturing facility and maintain warehouse space, as needed, in close proximity to certain other manufacturing facilities3. WeLegal ~~have two owned manufacturing facilities that were closed subsequent to the Acquisition in Muscatine, Iowa and Nashua, New Hampshire that are currently for sale~~Proceedings.

~~ITEM~~We 3are ~~LEGAL~~a ~~PROCEEDINGS~~party to various legal proceedings in the ordinary course of business. Although our legal and financial liability with respect to such proceedings cannot be estimated with certainty, we do not believe that these proceedings, either individually or in the aggregate, are likely to have a material adverse effect on our financial position, results of operations or cash flows.

WeItem ~~are a party to various legal proceedings in the ordinary course of business~~4. ~~Although~~Mine ~~our~~Safety legal and financial liability with respect to such proceedings cannot be estimated with certainty, we do not believe that these proceedings, either individually or in the aggregate, are likely to have a material adverse effect on our financial position, results of operations or cash flowsDisclosures.

~~ITEM~~Not ~~4 (REMOVED AND RESERVED)~~applicable.

17 12

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PART II

~~ITEM~~Item 5. ~~MARKET~~Market ~~FOR~~for ~~REGISTRANT’S~~Registrant's ~~COMMON~~Common ~~EQUITY~~Equity, ~~RELATED~~Related ~~STOCKHOLDER~~Stockholder ~~MATTERS~~Matters ~~AND~~and ~~ISSUER~~Issuer ~~PURCHASES~~Purchases OFof ~~EQUITY~~Equity ~~SECURITIES~~Securities.

As of ~~December~~November 1930, ~~2011~~2012, the Company was the sole holder of the shares of Pretium Finance’s common stock and Pretium Intermediate was the sole holder of record of the Company’s equity, which, in turn is directly wholly-owned by Pretium Holding. There is no public trading market for our equity. We have never paid or declared a cash dividend. Our debt agreements restrict our ability and the ability of our subsidiaries to pay dividends.

~~ITEM~~Item 6. ~~SELECTED~~Selected ~~FINANCIAL~~Financial ~~DATA~~Data.

The following tables sets forth certain selected historical consolidated financial data as of and for the periods indicated. We have derived this data from our audited consolidated financial statements. The following tables should be read in conjunction with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements included under Item 8 "Financial Statements and Supplementary Data."

The following table sets forth certain selected historical consolidated financial data as of and for the periods indicated. The selected consolidated statement of operations data and the selected consolidated cash flow data for the fiscal year ended September 30, 2011, for the periods October 1, 2009 through February 16, 2010 and February 17, 2010 through September 30, 2010, and for the fiscal years ended September 30, 2009, 2008, and 2007, and the selected consolidated balance sheet data as of September 30, 2011, 2010, 2009, 2008 and 2007, have been derived from the Company’s audited consolidated financial statements. As a result of the Acquisition, all references in this annual report to us before February 16, 2010 are referred to as “Predecessor”. All references in this annual report to us after February 16, 2010 are referred to as “Successor”. The following tables should be read in conjunction with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements included under Item 8.



	Predecessor									Successor
							October 1,			February 17,
							2009 through			2010 through
Statement of Operations Data (in thousands):	Fiscal						February 16,			September 30,			Fiscal
Statement of Operations Data (in thousands):	2008			2009			2010			2010			2011			2012
Net sales	$	186,126		$	164,674		$	58,621		$	148,991		$	237,241		$	232,233
Cost of sales	162,174			137,317			49,125			129,149			205,931			200,715
Gross profit	23,952			27,357			9,496			19,842			31,310			31,518
Operating expenses:
Selling, general and administrative expenses	13,537			14,060			5,439			12,726			18,262			18,538
Restructuring expenses	—			790			—			6,684			2,473			—
Transaction-related fees and expenses	—			—			—			—			1,537			598
Loss (gain) on foreign currency exchange	948			342			(576		)	(197		)	(260		)	27
Depreciation	108			116			52			241			384			451
Amortization of intangibles	—			—			—			887			1,305			1,298
Bank related loan costs	440			2,159			917			—			—			—
Acquisition fees and expenses	—			—			1,184			10,770			—			—
Total operating expenses	15,033			17,467			7,016			31,111			23,701			20,912
Income (loss) from operations	8,919			9,890			2,480			(11,269		)	7,609			10,606
Other expenses:
Interest	15,006			15,990			7,007			8,200			16,339			19,649
Loss on extinguishment of debt	—			—			—			—			5,470			—
Total other expenses	15,006			15,990			7,007			8,200			21,809			19,649
Loss before income tax (benefit) provision	(6,087		)	(6,100		)	(4,527		)	(19,469		)	(14,200		)	(9,043		)
Income tax (benefit) provision	(339		)	(948		)	(365		)	164			1,958			2,539
Net loss	$	(5,748	)	$	(5,152	)	$	(4,162	)	$	(19,633	)	$	(16,158	)	$	(11,582	)

18 13

Table of Contents

	Predecessor	~~Predecessor~~							Successor								~~Successor~~
Statement of Operations Data		Fiscal				Fiscal			Fiscal			Period ofOctober 1,2009 throughFebruary 16,					Period ofFebruary 17,2010 throughSeptember 30,			Fiscal
Balance Sheet Data (in thousands):	As of September 30,								As of September 30,
(in thousands):		2007				2008			2009			2010					2010			2011
	2008				2009				2010			2011			2012
Net sales		$	167,897			$	186,126		$	164,674		$	58,621				$	148,991		$	237,241
Cash and cash equivalents	$	514			$	318			$	1,278		$	1,156		$	913
Cost of sales			146,995				162,174			137,317			49,125					129,149			205,931
Property, plant and equipment, net	37,772				33,597				82,697			77,172			72,410
Gross profit			20,902				23,952			27,357			9,496					19,842			31,310
Total assets	114,330				101,876				216,197			217,935			208,423
Operating expenses
Total debt	119,918				115,437				106,459			150,857			150,184
Selling, general and administrative expenses			13,458				13,537			14,060			5,439					12,726			18,262
Total members' (deficit) equity	(32,281		)		(37,647		)		68,088			21,573			10,657
Restructuring expenses			—				—			790			—					6,684			2,473
Transaction-related fees and expenses			—				—			—			—					—			1,537
(Gain) loss on foreign currency exchange			(1,369	)			948			342			(576	)				(197	)		(260	)
Depreciation			201				108			116			52					241			384
Amortization of intangibles			—				—			—			—					887			1,305
Bank related loan costs			3,149				440			2,159			917					—			—
Acquisition fees and expenses			—				—			—			1,184					10,770			—
Total operating expenses			15,439				15,033			17,467			7,016					31,111			23,701
Income (loss) from operations			5,463				8,919			9,890			2,480					(11,269	)		7,609
Other expense:
Interest			14,781				15,006			15,990			7,007					8,200			16,339
Loss on extinguishment of debt			—				—			—			—					—			5,470
Total other expense			14,781				15,006			15,990			7,007					8,200			21,809
Loss before income tax (benefit) provision			(9,318	)			(6,087	)		(6,100	)		(4,527	)				(19,469	)		(14,200	)
Income tax (benefit) provision			(263	)			(339	)		(948	)		(365	)				164			1,958
Net loss		$	(9,055	)		$	(5,748	)	$	(5,152	)	$	(4,162	)			$	(19,633	)	$	(16,158	)

	Predecessor	~~Predecessor~~											Successor			~~Successor~~
Balance Sheet Data (in thousands):		As ofSeptember 30,2007				As ofSeptember 30,2008				As ofSeptember 30,2009						As ofSeptember 30,2010			As ofSeptember 30,2011
									October 1,				February 17,
Cash and cash equivalents		$	976			$	514			$	318					$	1,278		$	1,156
									2009 through				2010 through
Property and equipment, net			39,106				37,772				33,597						82,697			77,172
Statement of Cash Flow Data (in thousands):	Fiscal								February 16,				September 30,			Fiscal
Total assets			116,648				114,330				101,876						216,197			217,935
	2008				2009				2010				2010			2011			2012
Total debt			119,405				119,918				115,437						106,459			150,857
Net cash provided by (used in) operating activities	$	13,850			$	20,514			$	(84	)		$	(3,261	)	$	5,046		$	10,013
Total members’ (deficit) equity			(26,273	)			(32,281	)			(37,647	)					68,088			21,573
Net cash used in investing activities	(8,833		)		(5,235		)		(2,379		)		(172,453		)	(8,387		)	(9,619		)
Net cash (used in) provided by financing activities	(5,643		)		(15,837		)		4,126				176,981			3,214			(689		)
Financial and Other Data (in thousands):
EBITDA (1)	$	17,960			$	18,541			$	5,595			$	(2,923	)	$	16,847		$	26,725
Adjusted EBITDA (1)	19,348				21,832				7,250				21,726			31,980			30,923
Depreciation	9,041				8,651				3,115				7,459			13,403			14,821
Amortization of intangibles	—				—				—				887			1,305			1,298
Capital expenditures	8,833				5,235				2,379				6,028			8,387			9,619

19(1) We define EBITDA as net income (loss) plus interest expense, tax expense (benefit), and depreciation and amortization, and Adjusted EBITDA as EBITDA further adjusted to eliminate the impact of certain noteworthy items that we do not consider indicative of our ongoing operating performance. Refer to Item 7 under Non-GAAP Financial Measures for an itemization of those items and a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA for the periods indicated above.

~~Table of Contents~~14

	Predecessor												Successor
Statement of Cash Flow Data	Fiscal			Fiscal			Fiscal			Period ofOctober 1,2009 throughFebruary 16,			Period ofFebruary 17,2010 throughSeptember 30,			Fiscal
(in thousands):	2007			2008			2009			2010			2010			2011
Net cash provided by (used in) operating activities	$	4,453		$	13,850		$	20,514		$	(84	)	$	(3,261	)	$	5,090
Net cash used in investing activities		(7,087	)		(8,833	)		(5,235	)		(2,379	)		(172,453	)		(8,387	)
Net cash provided by (used in) financing activities		3,324			(5,643	)		(15,837	)		4,126			176,981			3,214
Financial and Other Data (in thousands):
EBITDA (1)		14,855			17,960			18,541			5,595			(2,923	)		16,847
Adjusted EBITDA (1)(2)		16,635			19,348			21,832			7,250			21,726			31,980
Depreciation		9,392			9,041			8,651			3,115			7,459			13,403
Amortization of intangibles		—			—			—			—			887			1,305
Capital expenditures		7,087			8,833			5,235			2,379			6,028			8,387

Table of Contents

~~(1)~~Item We7. ~~define~~Management's ~~EBITDA~~Discussion ~~as net income (loss) plus interest expense, tax expense (benefit),~~ and ~~depreciation~~Analysis ~~and amortization, and Adjusted EBITDA as EBITDA further adjusted to eliminate the impact~~ of ~~certain~~Financial ~~noteworthy~~Condition ~~items~~and ~~that~~Results ~~we do not consider indicative~~ of ~~our ongoing operating performance~~Operations. ~~Those items are itemized in footnote 2 below.~~

~~(2)~~ The following ~~table~~discussion ~~presents~~and aanalysis ~~reconciliation~~is ofintended ~~net~~to ~~income~~assist ~~(loss)~~you toin ~~EBITDA~~understanding our consolidated financial condition and ~~Adjusted~~results ~~EBITDA~~of operations for the periods ~~indicated~~presented ~~below:~~and should be read in conjunction with, and is qualified in its entirety by reference to our historical financial statements, including the related notes appearing elsewhere in this annual report.

	Predecessor												Successor
Net Loss to Adjusted EBITDA	Fiscal			Fiscal			Fiscal			Period ofOctober 1,2009 throughFebruary 16,			Period ofFebruary 17,2010 throughSeptember 30,			Fiscal
Reconciliation:	2007			2008			2009			2010			2010			2011
Net loss	$	(9,055	)	$	(5,748	)	$	(5,152	)	$	(4,162	)	$	(19,633	)	$	(16,158	)
Interest expense		14,781			15,006			15,990			7,007			8,200			16,339
Tax (benefit) provision		(263	)		(339	)		(948	)		(365	)		164			1,958
Depreciation and amortization expense		9,392			9,041			8,651			3,115			8,346			14,708
EBITDA		14,855			17,960			18,541			5,595			(2,923	)		16,847
Management fees (a)		—			—			—			—			2,237			2,252
Consulting fees (b)		—			—			—			—			1,047			1,045
Restructuring expenses (c)		—			—			790			—			6,684			2,473
Bank related fees (d)		3,149			440			2,159			917			—			—
Acquisition fees and expenses (e)		—			—			—			1,184			10,770			—
Fair value inventory step up (f)		—			—			—			—			2,782			—
Transaction related fees and expenses (g)		—			—			—			—			—			1,537
Non-cash foreign exchange (gain) loss (h)		(1,369	)		948			342			(446	)		—			—
Integration-related manufacturing variances (i)		—			—			—			—			1,129			2,356
Loss on extinguishment of debt (j)		—			—			—			—			—			5,470
Adjusted EBITDA	$	16,635		$	19,348		$	21,832		$	7,250		$	21,726		$	31,980

Overview

~~(a)~~We Inare ~~connection~~one ~~with~~of the ~~Acquisition~~nation’s largest manufacturers of customized, wehigh ~~entered~~performance ~~into~~rigid aplastic ~~management~~bottles ~~services~~and ~~agreement~~containers. ~~with~~The ~~Castle~~principal ~~Harlan~~resins toused ~~provide~~in ~~business~~our ~~and~~production ~~organizational~~processes ~~strategy,~~are ~~financial~~PET and ~~investment management~~HDPE, ~~advisory,~~although ~~and~~we ~~merchant~~use ~~and~~other ~~investment~~resins ~~banking~~based ~~services~~on customer requirements. ~~See~~We ~~Item~~market 13our ~~“Certain~~products ~~Relationships~~largely ~~and~~into ~~Related~~the ~~Transactions~~food, personal care, household products, healthcare and ~~Director~~pharmaceutical ~~Independence”~~end markets. We currently operate 11 manufacturing facilities.

20Selected Factors Affecting Our Results

~~Table~~Our net sales are derived from the manufacture and sale of ~~Contents~~plastic containers to our customers. We operate manufacturing facilities which are typically located in close proximity to our customers. Our profitability is driven by several factors including, but not limited to, (i) the number of units produced, (ii) the amount of resin consumed, (iii) the efficiency of our manufacturing operations, (iv) the level of customization of our products, and (v) the product mix of the book of business in any given period. The number of units produced is driven by both packaging market trends, such as the long term trend of conversion towards plastic packaging, as well as customer specific demand.

Our product mix is reasonably stable with most products providing a similar material margin (bdefined as net sales minus raw material costs) Inand ~~connection~~contribution ~~with~~margin ~~the~~(defined ~~Acquisition~~as sales price minus variable costs), wethough ~~entered~~smaller ~~into~~units ahave ~~consulting~~lower ~~agreement~~transaction costs. The only significant exception is with ~~Keith~~regard Sto preforms sold. ~~Harbison,~~While we utilize most of the ~~controlling~~preforms ~~equity~~we ~~holder~~manufacture ofinternally ~~Pretium~~to ~~prior~~produce bottles for customers, we also sell preforms to ~~the~~customers ~~Acquisition~~who ~~and~~then anmanufacture ~~equity~~their ~~co-investor~~own inbottles. ~~Pretium~~This ~~Holding~~enables us to utilize already established capital assets. ~~See~~Sold ~~Item~~preforms 13are ~~“Certain~~manufactured ~~Relationships~~by ~~and~~the ~~Related~~injection ~~Transactions,~~molding process and ~~Director~~generally ~~Independence”~~have the lowest material margin of any product we sell.

~~(c)~~Our ~~Represents~~raw ~~the~~materials ~~implementation~~consist of ~~several~~resins, ~~initiatives~~colorants toand ~~restructure~~packaging ~~and~~materials. Over ~~realign~~the ~~manufacturing~~past ~~and~~several ~~administrative~~years ~~resources.~~there ~~These~~have ~~costs~~been ~~incurred~~significant fluctuations in ~~connection~~the ~~with~~price ~~these~~of ~~initiatives~~resin, ~~consisted~~which is our largest component of ~~severance,~~cost ~~facility~~of ~~consolidation~~goods ~~costs~~sold. Various factors including changes in the prices of natural gas, crude oil and other ~~exit~~petrochemical ~~costs~~intermediates from which resins are produced have contributed to these price fluctuations. ~~Restructuring~~Primary ~~expenses~~resins ~~were~~used ~~incurred~~in asour ~~part~~products ofare ~~the~~PET ~~integration~~and ~~plan~~HDPE. ~~initiated~~Our ~~subsequent~~other tomanufacturing ~~the~~costs ~~Acquisition~~consist of labor, utilities and facilities maintenance.

~~(d)~~Based ~~Represents~~on ~~deferred~~certain ~~financing~~resin ~~fees~~industry asindices, ~~included~~the infollowing ~~bank~~table ~~related~~summarizes ~~loan~~average ~~costs~~market prices per pound of PET and HDPE resins in the ~~consolidated~~United ~~statement~~States ofduring ~~operations.~~the quarterly and annual periods indicated:

(e) Represents transaction related costs as included in acquisition fees and expenses in the consolidated statement of operations. For the period October 1, 2009 to February 16, 2010, approximately $0.6 million of these costs were deferred acquisition related costs that were previously capitalized under FASB Statement No. 141, Business Combinations, (now part of ASC Topic 805 Business Combinations).



	FY 2012										FY 2011										FY 2010
	Q1		Q2		Q3		Q4		FY		Q1		Q2		Q3		Q4		FY		Q1		Q2		Q3		Q4		FY
PET	$	0.93	$	0.93	$	0.89	$	0.85	$	0.90	$	0.77	$	0.92	$	0.97	$	0.97	$	0.91	$	0.65	$	0.72	$	0.72	$	0.68	$	0.69
HDPE	$	0.67	$	0.74	$	0.70	$	0.66	$	0.69	$	0.65	$	0.69	$	0.77	$	0.71	$	0.70	$	0.70	$	0.65	$	0.66	$	0.59	$	0.65

~~(f)~~Source: Represents the increase in inventories to fair value in the purchase accounting adjustments recorded as a result of the Acquisition. The amount was charged to costs of goods during the period February 17, 2010 to September 30, 2010.ChemData

~~(g)~~Our ~~Represents~~raw ~~professional~~material ~~fees~~costs ~~associated~~and product unit sales prices fluctuate with ~~our~~changes ~~exploration~~in the prices of ~~acquisition~~the ~~opportunities~~resins utilized in production. When resin prices increase, our raw materials costs increase, and when resin prices decrease, our raw materials costs decline. We pass through 100% of the ~~registration~~changes in resin costs by means of corresponding changes in product pricing, in accordance with our ~~Notes~~customer contracts and agreements with ~~the~~these ~~SEC,~~customers ~~which~~and weindustry ~~consider~~practice. These ~~noteworthy~~pass through mechanisms are typically subject to ~~the~~a ~~period~~one ~~presented~~to four month timing delay.

~~(h)~~As ~~Represents~~a ~~the~~result ~~foreign~~of ~~currency~~this ~~transaction~~timing ~~impact~~delay, onthere ~~debt~~can ~~previously~~be ~~held~~a bylag ~~our~~between ~~Canadian~~changes ~~subsidiary~~in market prices and when that price change is passed through to customers. ~~Concurrent~~For ~~with~~example, ~~the~~in ~~Acquisition~~periods of rising resin prices, ~~the~~increases ~~debt~~in ~~held~~unit atsales pricing lag the ~~Canadian~~increases ~~subsidiary~~in ~~was~~raw ~~repaid~~material costs. Therefore the analysis of trends in ~~full~~our net sales and raw material costs must take this effect into consideration. We believe that material margin, which ultimately is reflected within gross profit, is a key measure of profitability, as it is reflective of our ability to pass-through resin costs. In addition, our net sales will fluctuate as we pass along increased resin costs to customers with often limited effects to gross profit.

~~(i) As a result of the Acquisition and related operational integration plans~~Selling, wegeneral ~~consolidated the Nashua, New Hampshire operation into the Philmont, New York plant~~ and weadministrative ~~consolidated Novapak’s Hazelton, Pennsylvania operation into our Hazelton, Pennsylvania plant. Beginning in July 2010, we experienced certain material and labor variances to our standard operating~~ costs ~~reflected~~consist inprimarily ~~our~~of ~~historical~~management ~~results. We consider these material~~ and ~~labor~~clerical ~~variances~~salaries, ~~to be noteworthy as we incurred incremental costs to manufacture our products. Variances in the amount of $1.1 million~~legal, ~~$0.8~~accounting ~~million~~ and ~~$0.4~~other ~~million~~professional ~~were incurred during the three month period ended December 31~~fees, ~~2010~~insurance, ~~March 31~~commissions, ~~2011~~travel and ~~June~~various ~~30,~~other ~~2011, respectively~~costs. ~~These material and labor variances associated with the integration plans ceased in the period ended June 30, 2011.~~

(j) We recorded a loss on the extinguishment of debt related to the Refinancing on March 31, 2011. The amount represents the write off of net deferred financing costs from previously outstanding costs, original issue discount, prepayment penalties and other related costs from the Refinancing.15

~~EBITDA~~Table ~~and Adjusted EBITDA are supplemental measures to assess our operating performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measures~~ of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as measures of our liquidity. When evaluating EBITDA and Adjusted EBITDA, investors should consider, among other factors, (i) increasing or decreasing trends in EBITDA and Adjusted EBITDA, (ii) whether EBITDA and Adjusted EBITDA have remained at positive levels historically, and (iii) how EBITDA and Adjusted EBITDA compares to our outstanding debt. Contents

21We have a disciplined capital expenditures policy, investing in new projects and equipment only when we believe it will result in incremental net sales with our customers. Our maintenance capital expenditures, which we identify as the minimum capital expenditures to service current customer volumes and initiatives, are approximately $3-3.5 million annually.

~~Table~~The ofPVC ~~Contents~~Acquisition

~~Our~~In ~~measurements~~February of2010, ~~EBITDA~~we ~~and~~acquired ~~Adjusted~~PVC. ~~EBITDA~~PVC ~~and~~had ~~the~~little ~~ratios~~direct ~~related~~business ~~thereto~~overlap ~~may~~with ~~not~~our bebusiness, ~~comparable~~which ~~to similarly~~has ~~titled~~enabled ~~measures~~us ofto ~~other~~achieve ~~companies.~~significant Wecost ~~have~~synergies ~~included~~through ~~information~~implementation ~~concerning~~of ~~EBITDA~~an ~~and~~integration ~~Adjusted~~plan ~~EBITDA~~including inresin ~~this~~purchasing ~~annual~~efficiencies, ~~report~~manufacturing ~~because~~cost ~~they are bases upon which our management assesses our operating performance~~savings, ~~are~~consolidation ~~components~~ of certain ~~covenants~~ inof ~~our~~the ~~ABL~~two ~~Facility~~companies’ plants and welower ~~believe~~overhead ~~that~~costs ~~such~~as ~~information~~a isresult ~~used~~of bythe ~~certain~~closure ~~investors as measures~~ of ~~evaluating~~PVC’s ~~our~~corporate ~~operating performance~~headquarters. As ~~Furthermore,~~a weresult ~~believe~~of ~~these~~this ~~measures~~transaction, ~~are~~all ~~frequently~~references ~~used~~in bythis ~~securities~~annual ~~analysts,~~report ~~investors~~to ~~and other interested parties in~~ the ~~evaluation~~Company ofbefore ~~debt~~February ~~issuers~~16, ~~many~~2010 ofshall ~~which~~be ~~present~~referred ~~EBITDA~~to ~~and~~as ~~Adjusted EBITDA when reporting their results~~"Predecessor". All ~~Our~~references ~~presentation~~in ofthis ~~EBITDA~~annual ~~and~~report ~~Adjusted~~to ~~EBITDA~~the ~~should~~Company ~~not~~after beFebruary ~~construed~~16, as2010 anshall ~~inference that our future results will~~ be ~~unaffected~~referred byto ~~other~~as ~~noteworthy items~~"Successor".

~~EBITDA~~Plant ~~and~~consolidation ~~Adjusted~~activities ~~EBITDA~~related ~~have~~to ~~limitations~~the asPVC ~~analytical~~Acquisition ~~tools~~included the consolidation of the Nashua, New Hampshire operation into the Philmont, New York plant, and ~~you~~the ~~should~~consolidation ~~not~~of ~~consider them~~PVC’s Hazleton, Pennsylvania operations into our Hazleton plant. In Hazleton, both companies operated facilities in ~~isolation~~the same city presenting the opportunity to combine the manufacturing assets of both facilities, orreduce asthe ~~substitutes~~fixed operating costs in the manufacturing operation through overhead reductions, and create a strong platform for ~~analysis~~expanded future growth. The former PVC facility was converted to a warehouse and distribution center managing the distribution of ~~our~~the ~~operating~~products ~~results~~from orthe ~~cash~~Hazleton ~~flows~~manufacturing assite. ~~reported~~In ~~under~~addition, ~~GAAP~~both Pretium and PVC operated specialty EBM facilities in the Northeast, in Nashua and Philmont, respectively. ~~Some~~As both facilities had excess capacity, we were able to consolidate substantially all manufacturing assets and business from the Nashua facility into the Philmont site. This consolidation was done to realize a leveraging of ~~these~~the ~~limitations~~fixed ~~are:~~costs of the Philmont site available from the reduction of the overhead of the Nashua facility.

•Subsequent ~~EBITDA~~to the PVC Acquisition, we transitioned the operations of our Muscatine, Iowa plant to our Seymour, Indiana and ~~Adjusted~~Manchester, ~~EBITDA~~Pennsylvania doplants, resulting in further cost savings. The Muscatine transition began in August 2010 and was completed in March 2011. This consolidation was driven by the deterioration in sales to the agricultural chemical market over several years which, while not ~~reflect~~one of our ~~cash~~primary ~~expenditures~~markets, orwas ~~future~~the ~~requirements,~~Muscatine plant’s primary market. This consolidation was made possible by the PVC Acquisition as the acquired Manchester facility operates the same specialty barrier process for ~~capital~~the ~~expenditures~~manufacture orof ~~contractual~~specialty ~~commitments;~~bottles as was in place in Muscatine. Similar to the other consolidations, this project allowed us to eliminate redundant processes and facilities and better leverage our costs.

•Total ~~EBITDA~~restructuring costs incurred during the fiscal year ended September 30, 2011 were $2.5 million. These costs consisted of facility consolidation costs ($1 million) and ~~Adjusted~~other ~~EBITDA~~exit docosts ~~not~~($1.5 ~~reflect~~million). ~~changes~~Total inrestructuring costs incurred during the period of February 17, or2010 ~~cash~~to ~~requirements~~September ~~for~~30, ~~our~~2010 ~~working~~were ~~capital~~$6.7 ~~needs;~~million and were comprised of severance payments ($2.7 million), facility consolidation costs ($1.7 million) and other exit costs ($2.3 million). There were no restructuring costs incurred during the fiscal year ended September 30, 2012.

•Effects ~~EBITDA~~of ~~and~~Inflation ~~Adjusted EBITDA do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments, on our debt;~~

•While ~~although~~inflationary ~~depreciation~~increases ~~and~~in ~~amortization~~certain ~~are~~costs, ~~non-cash~~such ~~charges~~as resin and energy, have had an effect on our operating results over the ~~assets~~past ~~being~~three ~~depreciated~~years, orchanges ~~amortized~~in ~~may~~general inflation have tohad bea ~~replaced~~minimal effect on our operating results in each of the ~~future~~last three fiscal years. Sales prices and volumes have historically been more strongly influenced by supply and demand factors in specific markets than by inflationary factors. Our costs, ~~EBITDA~~especially resin, can fluctuate substantially, sometimes within a relatively short period of time, and ~~Adjusted~~can ~~EBITDA~~have doa ~~not~~significant ~~reflect~~effect ~~any~~on ~~cash~~our ~~requirements~~business, ~~for~~financial ~~such~~condition ~~replacements;~~and results of operations.

~~• EBITDA and Adjusted EBITDA are adjusted for certain noteworthy and non-cash income or expense items that are reflected in our statements of cash flows; and~~16

•Table ~~other~~of ~~companies in our industry will calculate the measures differently than we do, limiting their usefulness as comparative measures.~~Contents

~~Because~~Results of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only for supplemental purposes. Operations

22The following discussion of our financial condition and results of operations covers certain periods prior to the Acquisition. As a result of the Acquisition, our historical results of operations are not comparable on a period to period basis. Therefore, for comparison purposes, we have presented the results of operations for the fiscal year ended September 30, 2010 on a pro forma basis as if the transactions occurred on October 1, 2009. We believe that this approach is beneficial to the reader by providing an easier-to-read discussion of our results of operations and provides the reader with information from which to analyze our financial results that is consistent with the manner that management reviews and analyzes results of operations. The discussion is provided for comparative purposes only and the value of such a comparison may be limited.

~~Table~~The following table sets forth our historical results of ~~Contents~~operations for the periods indicated below.

ITEM 7 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



	Fiscal 2010
	Predecessor			Successor
	October 1, 2009 through February 16, 2010			February 17, 2010 through September 30, 2010
							Pro Forma Fiscal 2010			Successor
Statement of Operations Data										Fiscal 2011			Fiscal 2012
(in thousands):										Fiscal 2011			Fiscal 2012
Net sales	$	58,621		$	148,991		$	234,118		$	237,241		$	232,233
Cost of sales	49,125			129,149			200,243			205,931			200,715
Gross profit	9,496			19,842			33,875			31,310			31,518
Operating expenses:
Selling, general and administrative expenses	5,439			12,726			22,778			18,262			18,538
Restructuring expenses	—			6,684			6,684			2,473			—
Transaction-related fees and expenses	—			—			—			1,537			598
Loss (gain) on foreign currency exchange	(576		)	(197		)	(773		)	(260		)	27
Depreciation	52			241			386			384			451
Amortization of intangibles	—			887			1,371			1,305			1,298
Bank related loan costs	917			—			917			—			—
Acquisition fees and expenses	1,184			10,770			847			—			—
Total operating expenses	7,016			31,111			32,210			23,701			20,912
Income (loss) from operations	2,480			(11,269		)	1,665			7,609			10,606
Other expense:
Interest	7,007			8,200			15,609			16,339			19,649
Loss on extinguishment of debt	—			—			—			5,470			—
Other	—			—			135			—			—
Total other expenses	7,007			8,200			15,744			21,809			19,649
Loss before income tax provision	(4,527		)	(19,469		)	(14,079		)	(14,200		)	(9,043		)
Income tax (benefit) provision	(365		)	164			229			1,958			2,539
Net loss	$	(4,162	)	$	(19,633	)	$	(14,308	)	$	(16,158	)	$	(11,582	)

~~The~~Performance ~~following~~during ~~discussion and analysis of our financial condition and results of operations covers certain periods prior to~~ the ~~Novapak~~Fiscal ~~Acquisition.~~Year ~~For~~Ended ~~comparison purposes, we have presented the results of operations for the fiscal year ended~~ September 30, ~~2010~~2012 on(“FY a2012”) ~~pro~~Compared ~~forma basis. We believe that this approach is beneficial to the reader by providing an easier-to-read discussion of results of operations and provides the reader~~ with ~~information~~ ~~from which to analyze our financial results that is consistent with~~ the ~~manner~~Fiscal ~~that~~Year ~~management~~Ended ~~reviews and analyzes results of operations. The discussion is provided for comparative purposes only~~September 30, ~~but~~2011 ~~the~~(“FY ~~value of such a comparison may be limited.~~ 2011”)

The following ~~discussion and analysis should be read in conjunction with, and~~ is ~~qualified~~a indiscussion ~~its~~of ~~entirety by reference to our historical financial statements, including~~ the ~~related~~results ~~notes~~of ~~appearing~~operations ~~elsewhere~~for inFY ~~this~~2012 ~~annual~~and ~~report.~~FY 2011:

~~Overview~~ Net Sales

We are one of the nation’s largest manufacturers of customized, high performance rigid plastic bottles and containers. The principal resins used in our production processes are PET and HDPE, although we use other resins based on customer requirements. We market our products largely into the food, personal care, household products, healthcare and pharmaceutical end markets. We currently operate 11 manufacturing facilities. 17

~~Selected~~Table ~~Factors~~of ~~Affecting Our Results~~ Contents

Our net sales are derived from the manufacture and sale of plastic containers to our customers. We operate manufacturing facilities which are typically located in close proximity to our customers. Our profitability is driven by several factors including, but not limited to, (i) the number of units produced, (ii) the amount of resin consumed, (iii) the efficiency of our manufacturing operations, (iv) the level of customization of our products, and (v) the product mix of the book of business in any given period. The number of units produced is driven by both packaging market trends, such as the long term trend of conversion towards plastic packaging, as well as customer specific demand.



	FY 2012		FY2011		$ Change		% Change
In thousands
Net sales	$	232,233	$	237,241	(5,008	)	(2.1	)%

~~Our~~Net ~~product~~sales ~~mix~~were is$232.2 ~~reasonably~~million ~~stable~~during ~~with~~FY ~~most~~2012, ~~products~~which ~~providing~~ represents a ~~similar~~decrease ~~material~~of ~~margin (i~~$5.e.0 million, ~~net~~or ~~sales~~2%, ~~minus~~as ~~raw~~compared ~~material~~to ~~costs)~~$237.2 ~~and~~million ~~contribution~~during ~~margin~~FY ~~(sales price minus variable costs)~~2011. The ~~only~~decrease ~~significant~~in ~~exception~~net issales ~~with~~was ~~regard~~primarily toattributable ~~preforms sold. While we utilize most of the preforms we manufacture internally~~ to ~~produce~~lower ~~bottles~~resin ~~for customers~~prices, wewhich ~~also~~resulted ~~derived~~in ~~less~~lower ~~than~~transaction 6%prices, ofcombined ~~our~~with ~~net~~a ~~sales~~shift ~~for~~in FYproduct ~~2011~~mix ~~from~~to ~~the~~lighter ~~sale~~weight ofproducts ~~preforms~~compared to ~~customers~~FY ~~who then manufacture their own bottles~~2011. Total Weunits ~~sell~~sold ~~preforms~~increased toapproximately ~~enable~~1%, usdriven ~~to utilize already established capital assets. Sold preforms are manufactured~~ by ~~the IM process and generally have the lowest material margin of any product we sell. For example,~~ a ~~large~~6% ~~Canadian~~increase ~~customer informed us~~ in ~~September~~sales of ~~2008~~preforms, ~~that~~while itbottle ~~would~~sales ~~begin~~were ~~production~~flat ofcompared ~~its bottles~~to ~~internally~~FY ~~in October of 2009~~2011. The ~~reduction~~impact of ~~net~~the ~~sales~~increase ~~and~~in ~~material~~unit ~~margin~~volumes ~~from~~to net sales ~~to this customer~~ was inmore ~~excess~~than ofoffset ~~$4.2~~by ~~million when~~ the ~~transition~~impact ~~was~~of ~~complete.~~the ~~This~~shift ~~sales and margin reduction is reflected~~ in ~~the~~product FYmix ~~2010 full year results. We were, however, able to retain the customer~~ and ~~executed~~lower atransaction ~~new~~prices ~~three-year~~compared ~~supply agreement~~ to ~~fulfill~~FY ~~their preform needs over that period~~2011. ~~Within the food and beverage end market, we have little exposure to the volatile beverage market and no exposure to water bottles.~~

~~Our~~Gross ~~raw~~Profit materials, which consist of resins, colorants, and packaging materials, accounted for approximately 51% of total cost of goods sold in FY 2011. Over the past several years there have been significant fluctuations in the price of resin, which is our largest component of cost of goods sold. Various factors including changes in the prices of natural gas, crude oil and other petrochemical intermediates from which resins are produced have contributed to these price fluctuations. Primary resins used in our products are PET and HDPE. Our other manufacturing costs consist of labor, utilities and facilities maintenance.



	FY 2012		FY2011		$ Change	% Change
In thousands
Gross profit	$	31,518	$	31,310	208	0.7	%

~~Table~~Gross profit during FY 2012 was $31.5 million, which represents an increase of ~~Contents~~$0.2 million compared to $31.3 million during FY 2011. Gross margin as a percentage of net sales was 13.6% during FY 2012 compared to 13.2% during FY 2011. Gross profit was positively impacted during FY 2012 by lower conversion costs, which was primarily driven by integration-related manufacturing variances of $2.4 million in FY 2011 being eliminated in FY 2012, and a planned reduction in direct labor costs. The impact of the reduction in conversion costs was partially offset by a $1.4 million increase in depreciation expense. Gross profit excluding depreciation expense increased $1.6 million compared to FY 2011. Gross profit excluding depreciation expense as a percentage of net sales was 19.8% during FY 2012 compared to 18.7% during FY 2011.

~~Based~~Operating onExpenses ~~certain resin industry indices, the following table summarizes average market prices per pound of PET and HDPE resins in the United States during the periods indicated:~~

		Fiscal Year Ended September 30,
	FY 2012			FY2011			$ Change			% Change
		2009			2010			2011
In thousands
PET		$	0.64		$	0.69		$	0.91
Selling, general and administrative expenses	$	18,538		$	18,262		276			1.5	%
HDPE		$	0.47		$	0.61		$	0.70
Other operating expenses	2,374			5,439			(3,065	)		(56.4	)%
Total operating expenses	$	20,912		$	23,701		(2,789	)		(11.8	)%

~~Source:~~SG&A ~~ChemData~~Expenses

~~Our~~SG&A ~~raw~~expenses ~~material~~for ~~costs~~FY ~~and~~2012 ~~product~~were ~~unit~~$18.5 ~~sales~~million, ~~prices~~compared ~~fluctuate~~to ~~with~~expenses ~~changes in the prices~~ of ~~the~~$18.3 ~~resins~~million ~~utilized~~ in ~~production~~FY 2011. The ~~When~~increase ~~resin~~compared ~~prices~~to ~~increase,~~FY ~~our~~2011 ~~raw~~was ~~materials~~driven ~~costs~~by ~~increase,~~additional ~~and~~administrative ~~when~~expenses ~~resin prices~~to ~~decrease,~~support our ~~raw~~assessment ~~materials cost decline. We pass through 100%~~ of ~~changes~~the indesign ~~resin~~and ~~costs~~operating byeffectiveness ~~means~~ of ~~corresponding changes in product pricing, in accordance with~~ our ~~customer~~internal ~~contracts~~controls ~~and~~over ~~agreements~~financial ~~with these customers and industry practice~~reporting. ~~These pass through mechanisms are typically subject to a one to four month timing delay.~~

~~However,~~Other ~~during~~Operating ~~periods~~Expenses of increasing resin costs, there can be a lag between changes in market prices and when that price change is passed through to customers. For example, in periods of rising resin prices, increases in unit sales pricing lag the increases in raw material costs. Therefore the analysis of trends in our net sales and raw material costs must take this effect into consideration. We believe that material margin is a key measure of profitability, as it is reflective of our ability to pass-through resin costs. In addition, our net sales will fluctuate as we pass along increased resin costs to customers with often limited effects to gross profit.

~~Selling~~Other operating expenses during FY 2012 were $2.4 million, ~~general~~which ~~and~~represents ~~administrative~~a ~~costs~~decrease ~~consist~~of $3.1 million, or 56.4% compared to FY 2011. The improvement in other operating expenses is primarily due to $2.5 million of ~~management~~restructuring ~~and~~costs ~~clerical~~incurred ~~salaries~~during FY 2011 related to plant integrations as part of our PVC integration plan, ~~legal~~which was completed during FY 2011. In addition, ~~accounting~~transaction related fees and ~~other~~expenses decreased $0.9 million driven by a $0.4 million decrease in fees associated with the registration of the Notes with the SEC during FY 2011 and a $0.5 million decrease in professional fees~~, insurance,~~ ~~facility~~associated ~~rentals,~~with ~~utilities,~~our ~~commissions,~~exploration ~~travel~~of acquisition opportunities. The impact of unfavorable changes in foreign currency exchange rates compared to FY2011 partially offset the decreases in transaction related fees and ~~various~~expenses ~~other~~and ~~costs~~restructuring expenses by $0.3 million.

We have a disciplined capital expenditures policy, investing in new projects and equipment only when we believe it will result in incremental net sales with our customers. Our maintenance capital expenditures, which we identify as the minimum capital expenditures to service current customer volumes and initiatives, are approximately $3-3.5 million annually. 18

~~The~~Table ~~Novapak~~of ~~Acquisition~~ Contents

InOther February 2010, we acquired Novapak. Novapak had little direct business overlap with our business, which has enabled us to achieve significant cost synergies through implementation of an integration plan including resin purchasing efficiencies, manufacturing cost savings, consolidation of certain of the two companies’ plants and lower overhead costs from closing Novapak’s corporate headquarters. Expenses

Plant consolidation activities related to the Novapak Acquisition included the consolidation of the Nashua, New Hampshire operation into the Philmont, New York plant, and the consolidation of Novapak’s Hazleton, Pennsylvania operations into our Hazleton plant. In Hazleton, both companies operated facilities in the same city presenting the opportunity to combine the manufacturing assets of both facilities, reduce the fixed operating costs in the manufacturing operation through overhead reductions, and create a strong platform for expanded future growth. The former Novapak facility was converted to a warehouse and distribution center managing the distribution of the products from the Hazleton manufacturing site. In addition, both Pretium and Novapak operated specialty EBM facilities in the Northeast, in Nashua and Philmont, respectively. As both facilities had excess capacity, we were able to consolidate substantially all manufacturing assets and business from the Nashua facility into the Philmont site. This consolidation was done to realize a leveraging of the fixed costs of the Philmont site available from the reduction of the overhead of the Nashua facility.



	FY 2012		FY2011		$ Change		% Change
In thousands
Interest expense	$	19,649	$	16,339	3,310		20.3	%
Loss on extinguishment of debt	—		5,470		(5,470	)	(100.0	)%
Total other expenses	$	19,649	$	21,809	(2,160	)	(9.9	)%

24Interest expense during FY 2012 was $19.6 million, which represents an increase of $3.3 million, or 20.3%, compared to FY 2011. Interest expense, excluding amortization of deferred financing fees, increased $2.7 million compared to FY 2011 due to the increased level of indebtedness as a result of the Refinancing. Amortization of deferred financing fees included in interest expense increased $0.6 million due to the capitalization of $9.7 million of deferred financing fees as a result of the Refinancing.

~~Table~~We recorded a $5.5 million loss on the extinguishment of ~~Contents~~debt repaid in connection with the Refinancing on March 31, 2011. The amount represents the write off of net deferred financing costs from previously outstanding costs, original issue discount, prepayment penalties and other related costs from the Refinancing.

~~Subsequent~~Income toTax ~~the~~Provision Novapak Acquisition, we transitioned the operations of our Muscatine, Iowa plant to our Seymour, Indiana and Manchester, Pennsylvania plants, resulting in further cost savings. The Muscatine transition began in August 2010 and was completed in March 2011. This consolidation was driven by the deterioration in sales to the agricultural chemical market over several years which, while not one of our primary markets, was the Muscatine plant’s primary market. This consolidation was made possible by the Novapak Acquisition as the acquired Manchester facility operates the same specialty barrier process for the manufacture of specialty bottles as was in place in Muscatine. Similar to the other consolidations, this project allows us to eliminate redundant processes and facilities and better leverage our costs.

The total cost incurred during the fiscal year ended September 30, 2011 was $2.5 million. For the fiscal year ended September 30, 2011 restructuring costs consisted of facility consolidation costs ($1.0 million) and other exit costs ($1.5 million). The total cost incurred during the period of February 17, 2010 to September 30, 2010 was $6.7 million and was comprised of severance payments ($2.7 million), facility consolidation costs ($1.7 million) and other exit costs ($2.3 million).



	FY 2012		FY2011		$ Change	% Change
In thousands
Income tax provision	$	2,539	$	1,958	581	29.7	%

~~Effects~~As a limited liability company, we are a pass-through tax entity. No provision, except for certain states in which we conduct business, as well as certain of ~~Inflation~~ our subsidiaries, is made in the financial statements for income taxes. Our subsidiaries, Robb and PVC, are subject to corporate income taxes under Subchapter C of the Internal Revenue Code. We recognized an income tax provision of $2.5 million and $2.0 million during FY 2012 and FY 2011, respectively, for Robb and PVC based on their pre-tax income or loss.

~~While~~Performance ~~inflationary~~during ~~increases~~the inFiscal ~~certain~~Year ~~costs,~~Ended ~~such as resin and energy~~September 30, ~~have~~2011 ~~had~~(“FY an2011”) ~~effect~~Compared onwith ~~our operating results over~~ the ~~past~~Pro ~~three years,~~Forma ~~changes~~Fiscal inYear ~~general~~Ended inflation have had a minimal effect on our operating results in each of the last three fiscal years. Sales prices and volumes have historically been more strongly influenced by supply and demand factors in specific markets than by inflationary factors. Our costsSeptember 30, ~~especially~~2010 ~~resin,~~(“PF ~~can fluctuate substantially, sometimes within a relatively short period of time, and can have a significant effect on our business, financial condition and results of operations.~~ 2010”)

~~Results~~The following is a discussion of ~~Operations~~the results of operations for FY 2011 and PF 2010:

~~The~~Net ~~following~~Sales table sets forth our historical results of operations for the periods indicated below. As a result of the Acquisition and the Novapak Acquisition, our historical results of operations are not comparable on a period-to-period basis. Therefore, our results of operations for the Predecessor and Successor periods are presented on a pro forma basis for FY 2010. In addition, we have presented a supplemental discussion based upon pro forma information derived from our Unaudited Pro Forma Condensed Consolidated Statement of Operations for the fiscal year 2010 as if the transactions occurred on October 1, 2009. We provide this supplemental presentation based on our pro forma results to assist in understanding and assessing the trends and significant changes in our results of operations on a comparable basis. We believe this supplemental pro forma presentation is appropriate because it provides a more meaningful comparison and more relevant analysis of our results of operations in 2010 as compared to 2011 and 2009, than a presentation of separate historical results for the Predecessor and Successor periods. The pro forma results may not reflect actual results we would have achieved had the Acquisition not occurred and may not be predictive of future results of operations. The table and related discussion is provided for comparative purposes only, but the value of such a comparison may be limited.



	FY 2011		PF 2010		$ Change	% Change
In thousands
Net sales	$	237,241	$	234,118	3,123	1.3	%

~~Table~~Net sales during FY 2011 were $237.2 million, which represents an increase of ~~Contents~~$3.1 million, or 1.3%, as compared to $234.1 million during PF 2010. With significant increases in raw material costs, particularly in PET resin, during the current period, we had higher transaction prices because we operate with resin price pass-through mechanisms with our customers that allow us to pass through changes in resin costs typically subject to one to four month delay. The impact of higher transaction pricing was offset by a decrease in overall volumes resulting from the closure of our Muscatine, IA facility, which ceased most operations in late 2010 and was closed in March 2011.

				Fiscal 2010
				Predecessor			Successor
				Period of			Period of
				October 1,			February 17,
	Predecessor			2009 through			2010 through			Pro Forma			Successor
Statement of Operations Data	Fiscal			February 16,			September 30,			Fiscal			Fiscal
(in thousands):	2009			2010			2010			2010 Total			2011
Net sales	$	164,674		$	58,621		$	148,991		$	234,118		$	237,241
Cost of sales		137,317			49,125			129,149			200,243			205,931
Gross profit		27,357			9,496			19,842			33,875			31,310
Operating expenses
Selling, general and administrative expenses		14,060			5,439			12,726			22,778			18,262
Restructuring expenses		790			—			6,684			6,684			2,473
Transaction-related fees and expenses		—			—			—			—			1,537
Loss (gain) on foreign currency exchange		342			(576	)		(197	)		(773	)		(260	)
Depreciation		116			52			241			386			384
Amortization of intangibles		—			—			887			1,371			1,305
Bank related loan costs		2,159			917			—			917			—
Acquisition fees and expenses		—			1,184			10,770			847			—
Total operating expenses		17,467			7,016			31,111			32,210			23,701
Income (loss) from operations		9,890			2,480			(11,269	)		1,665			7,609
Other expense:
Interest		15,990			7,007			8,200			15,609			16,339
Loss on extinguishment of debt		—			—			—						5,470
Other		—			—			—			135			—
Total other expense		15,990			7,007			8,200			15,744			21,809
Loss before income tax (benefit) provision		(6,100	)		(4,527	)		(19,469	)		(14,079	)		(14,200	)
Income tax (benefit) provision		(948	)		(365	)		164			229			1,958
Net loss	$	(5,152	)	$	(4,162	)	$	(19,633	)	$	(14,308	)	$	(16,158	)

Gross Profit

Fiscal Year Ended September 30, 2011 (the “2011 Period”) as Compared to Pro Forma Year Ended September 30, 2010 (the “Pro Forma 2010 Period”)



	FY 2011		PF 2010		$ Change		% Change
In thousands
Gross profit	$	31,310	$	33,875	(2,565	)	(7.6	)%

~~The following is a discussion of the results of operations for the 2011 Period and Pro Forma 2010 Period:~~ 19

~~Net~~Table ~~Sales~~of Contents

	2011Period		Pro Forma2010Period		$ Incr(Decr)		% Incr(Decr)
In thousands
Net sales	$	237,241	$	234,118		3,123		1.3	%

Gross profit during FY 2011 was $31.3 million (or 13.2% of net sales), which represents a decrease of $2.6 million, or 7.6% as compared to $33.9 million (or 14.5% of net sales) during PF 2010. During FY 2011, we experienced significant resin price increases. As we pass through changes in resin costs to all of our customers, a timing delay, typically one to four months, exists and the pass through is generally not recognized in the period in which resin costs changed. This timing delay negatively impacted the FY 2011 margins. The decrease in gross profit percentage was offset slightly by the cost reductions resulting from consolidation of our operations.

26Operating Expenses



	FY 2011		PF 2010		$ Change		% Change
In thousands
Selling, general and administrative expenses	$	18,262	$	22,778	(4,516	)	(19.8	)%
Other operating expenses	5,439		9,432		(3,993	)	(42.3	)%
Total operating expenses	$	23,701	$	32,210	(8,509	)	(26.4	)%

~~Net~~SG&A ~~sales~~Expenses for the 2011 Period were $237.2 million, which represents an increase of $3.1 million, or 1.3%, as compared to $234.1 million for the Pro Forma 2010 Period. With significant increases in raw material costs, particularly in PET resin, during the current period, we had higher transaction prices because we operate with resin price pass-through mechanisms with our customers that allow us to pass through change in resin costs typically subject to one to four month delay. The impact of higher transaction pricing was offset by a decrease in overall volumes resulting from the closure of our Muscatine facility, which ceased most operations in late 2010 and was closed in February 2011.

~~Cost~~SG&A expenses during FY 2011 were $18.3 million, which represents a decrease of ~~Sales~~$4.5 million, or 19.8%, as compared to PF 2010. The decrease is due to SG&A reductions derived from the termination of operations of the PVC headquarters in Eatontown, NJ, along with other reductions related to our integration plan, which reduced the impact to on-going expenses.

	2011Period		Pro Forma2010Period		$ Incr(Decr)		% Incr(Decr)
In thousands
Cost of sales	$	205,931	$	200,243		5,688		2.8	%

Other Operating Expenses

~~Cost~~Other ofoperating ~~sales~~expenses ~~for~~during ~~the~~FY 2011 ~~Period~~were ~~was~~ $~~205~~5.94 million, which represents ana ~~increase~~decrease of $54.70 million, or 242.83%, as compared to ~~$200.2~~PF ~~million for the Pro Forma~~ 2010 ~~Period~~. The ~~Pro~~FY ~~Forma~~2011 ~~2010~~other ~~Period~~operating ~~includes~~expenses primarily consisted of $2.85 million of restructuring costs ~~associated~~related ~~with~~to ~~the~~plant ~~step~~integrations upas inpart ~~inventory.~~of ~~Inventories~~our ~~were~~PVC ~~adjusted~~integration toplan, ~~their~~$1.0 ~~estimated~~million ~~fair~~of ~~values~~professional atfees ~~the~~associated ~~closing~~with ~~date~~our exploration of ~~the~~acquisition ~~Acquisition. During the applicable Successor Periods~~opportunities, ~~the inventory was sold~~ and ~~accordingly,~~$0.5 ~~the~~million ~~excess~~ of ~~the~~fees ~~fair~~associated ~~value~~with of the ~~inventories~~registration ~~over cost was expensed. Excluding the impact~~ of the ~~inventory~~Notes ~~step~~with ~~up in~~ the ~~Pro~~SEC. ~~Forma~~The PF 2010 ~~period,~~other ~~cost~~operating ofexpenses ~~sales increased~~includes $86.37 million. ~~The increase in cost~~ of ~~sales~~restructuring isexpenses ~~primarily~~related ~~due~~ to ~~significant resin price increases throughout~~ the ~~period,~~initial ~~which~~steps ~~were partially offset by the cost reductions resulting from consolidation~~ of our ~~operations~~PVC integration plan.

~~Gross~~Other ~~Profit~~ Expenses

		2011Period				Pro Forma2010Period				$ Incr(Decr)				% Incr(Decr)
	FY 2011				PF 2010				$ Change			% Change
In thousands
Gross profit		$	31,310			$	33,875				(2,565	)			-7.6	%
Interest expense	$	16,339			$	15,609			730			4.7	%
Gross profit %			13.2	%			14.5	%
Loss on extinguishment of debt	5,470				—				5,470			100.0	%
Other	—				135				(135	)		(100.0	)%
Total other expenses	$	21,809			$	15,744			6,065			38.5	%

~~Gross~~Interest ~~profit~~expense ~~for~~during ~~the~~FY 2011 ~~Period~~ was $3116.3 million ~~(or 13.2% of net sales)~~, which represents aan ~~decrease~~increase of $20.67 million, or 74.67%, as compared to $3315.96 million ~~(or~~during 14PF 2010.5% ofThe ~~net~~amortization ~~sales)~~of ~~for~~deferred ~~the~~financing ~~Pro~~fees ~~Forma~~included ~~2010~~in ~~Period.~~interest ~~During~~expense ~~the~~during FY 2011 ~~Period,~~and wePF ~~experienced~~2010 ~~significant~~was ~~resin price increases~~$1.3 Asmillion weand ~~pass~~$0.4 ~~through~~million, ~~changes~~respectively. inInterest ~~resin~~expense, ~~costs~~excluding toamortization ~~all~~ of ~~our~~deferred ~~customers~~financing fees, adecreased ~~timing~~$0.2 ~~delay, typically~~million ~~one~~during toFY ~~four~~2011 ~~months,~~primarily ~~exists~~due ~~and~~to the ~~pass~~lower ~~through~~borrowing islevels ~~generally not recognized~~ in ~~the~~place ~~period~~for inus ~~which~~after ~~resin~~the ~~costs changed~~Acquisition. ~~This~~Prior ~~timing~~to ~~delay~~the ~~negatively~~Refinancing ~~impacted~~in ~~the~~March 2011, ~~Period~~our ~~margins.~~borrowing ~~Management~~levels ~~expects~~and ~~that~~effective ~~this~~interest ~~negative~~rate ~~impact~~of ~~will~~these ~~be recovered~~borrowings inwere ~~future~~lower ~~periods~~than aslevels ~~the~~reflected ~~changes~~ in ~~resin~~PF ~~costs~~2010. ~~are~~For ~~passed~~the ~~through~~period subsequent to ~~our~~the ~~customers.~~Refinancing, ~~The~~our ~~decrease~~borrowing inlevels ~~gross~~and ~~profit~~effective ~~percentage~~interest ~~was~~rate ~~offset~~increased ~~slightly~~compared byto the ~~cost~~levels ~~reductions~~reflected ~~resulting~~in ~~from~~PF ~~consolidation of our operations~~2010.

27Income Tax Provision



	FY 2011		PF 2010		$ Change	% Change
In thousands
Income tax provision	$	1,958	$	229	1,729	755.0	%

~~Operating~~As ~~Expenses~~a limited liability company, we are a pass-through tax entity. No provision, except for certain states in which we conduct business, as well as certain of our subsidiaries, is made in the financial statements for income taxes. Our subsidiaries, Robb and PVC, are subject to corporate income taxes under Subchapter C of the Internal Revenue Code. For FY 2011, we recognized an

	2011Period		Pro Forma2010Period		$ Incr(Decr)			% Incr(Decr)
In thousands
Selling, general & administration expenses	$	18,262	$	22,778		(4,516	)		-19.8	%
Other operating expenses		5,439		9,432		(3,993	)		-42.3	%
Total	$	23,701	$	32,210		(8,509	)

~~SG&A~~Table ~~Expenses~~of Contents

~~SG&A~~income ~~expenses~~tax ~~for~~provision ~~the~~of ~~2011 Period were~~ $182.30 million, ~~which~~compared ~~represents~~to a ~~decrease~~provision of $40.52 million, orfor ~~19.8%, compared to~~ the ~~Pro~~PF ~~Forma~~ 2010 Period. ~~The~~for ~~decrease~~Robb isand ~~due~~PVC tobased ~~SG&A~~on ~~reductions~~their ~~derived from~~pre-tax ~~the~~income ~~termination~~or ofloss ~~operations of the Novapak headquarters in Eatontown, NJ, along with other reductions related to our integration plan, which reduced the impact to on-going expenses~~recognized.

~~Other Operating Expenses~~ 21

~~Other~~Table ~~operating expenses for the 2011 Period were $5.4 million, which represents a decrease~~ of $4.0 million, or 42.3%, compared to the Pro Forma 2010 Period. The 2011 Period other operating expenses primarily consisted of $2.5 million of restructuring costs related to plant integrations as part of our integration plan, $1.0 million of professional fees associated with our exploration of acquisition opportunities, and $0.5 of fees associated with the registration of the Notes with the SEC. The Pro Forma 2010 Period includes $6.7 million of restructuring expenses related to the initial steps of our integration plan started subsequent to the Acquisition. Contents

~~Interest~~Non-GAAP ~~Expense~~ Financial Measures

	2011Period		Pro Forma2010Period		$ Incr(Decr)		% Incr(Decr)
In thousands
Interest expense	$	16,339	$	15,609		730		4.7	%

We have included information concerning EBITDA and Adjusted EBITDA in this annual report because they are the bases upon which our management assesses our operating performance and are components of certain covenants in our ABL Facility. Furthermore, we believe these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of debt issuers, many of which present EBITDA and Adjusted EBITDA when reporting their results. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by other noteworthy items.

~~Interest~~We ~~expense~~define ~~for~~EBITDA ~~the 2011 Period was $16.3 million, which represents an increase of $0.7 million~~ as ~~compared~~net toincome ~~the Pro~~(loss) ~~Forma~~plus ~~2010 Period. The amortization of deferred financing fees included in~~ interest expense, ~~for~~tax ~~the~~expense ~~2011~~(benefit), ~~Period~~ and ~~Pro~~depreciation ~~Forma 2010 Period was $1.3 million~~ and ~~$0.4 million, respectively. Interest expense, excluding~~ amortization ~~of deferred financing fees~~, ~~decreased~~and ~~$0.2~~Adjusted ~~million~~EBITDA ~~for~~as ~~the~~EBITDA ~~2011~~further ~~Period~~adjusted ~~primarily due~~ to ~~the~~eliminate ~~lower borrowing levels in place for us after~~ the ~~Acquisition.~~impact ~~Prior~~of tocertain ~~the~~noteworthy ~~Refinancing~~items inthat ~~March~~we ~~2011,~~do ~~our~~not ~~borrowing~~consider ~~levels~~indicative ~~and effective interest rate~~ of ~~these borrowings were lower than levels reflected in the Pro Forma 2010 Period. For the period subsequent to the Refinancing,~~ our ~~borrowing~~ongoing ~~levels~~operating ~~and effective interest rate increased compared to the levels reflected in the Pro Forma 2010 Period~~performance.

28The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA for the periods indicated below:



	Predecessor									Successor
							October 1,			February 17,
							2009 through			2010 through
Net Loss to Adjusted EBITDA Reconciliation (in thousands):	Fiscal						February 16,			September 30,			Fiscal
Net Loss to Adjusted EBITDA Reconciliation (in thousands):	2008			2009			2010			2010			2011			2012
Net loss	$	(5,748	)	$	(5,152	)	$	(4,162	)	$	(19,633	)	$	(16,158	)	$	(11,582	)
Interest expense	15,006			15,990			7,007			8,200			16,339			19,649
Income tax (benefit) provision	(339		)	(948		)	(365		)	164			1,958			2,539
Depreciation and amortization expense	9,041			8,651			3,115			8,346			14,708			16,119
EBITDA	17,960			18,541			5,595			(2,923		)	16,847			26,725
Management fees (a)	—			—			—			1,350			2,252			2,252
Consulting fees (b)	—			—			—			699			1,045			1,050
Transaction related fees and expenses (c)	—			—			—			—			1,537			598
Workers comp settlement (d)	—			—			—			—			—			298
Loss on extinguishment of debt (e)	—			—			—			—			5,470			—
Restructuring expenses (f)	—			790			—			6,684			2,473			—
Integration-related manufacturing variances (g)	—			—			—			1,129			2,356			—
Acquisition fees and expenses (h)	—			—			1,184			10,770			—			—
Fair value inventory step up (i)	—			—			—			2,782			—			—
Bank related loan costs (j)	440			2,159			917			—			—			—
Non-cash foreign exchange loss (gain) (k)	948			342			(446		)	—			—			—
Adjusted EBITDA	$	19,348		$	21,832		$	7,250		$	20,491		$	31,980		$	30,923

~~Income~~(a) ~~Tax~~In ~~Benefit/Provision~~connection with the Acquisition, we entered into a management services agreement with Castle Harlan to provide business and organizational strategy, financial and investment management, advisory, and merchant and investment banking services.

As(b) aIn ~~limited~~connection ~~liability~~with ~~company,~~the ~~we are a pass-through tax entity. No provision~~Acquisition, ~~except for certain states in which~~ we ~~conduct~~entered ~~business,~~into asa ~~well~~consulting asagreement ~~certain~~with ofKeith ~~our subsidiaries, is made in the financial statements for income taxes~~S. ~~Our subsidiaries~~Harbison, ~~Robb and Novapak, are subject to corporate income taxes under Subchapter C of~~ the ~~Internal~~controlling ~~Revenue~~equity ~~Code.~~holder ~~For the 2011 Period, we recognized an income tax provision~~ of ~~$2.0~~Pretium ~~million~~prior ~~compared~~ to ~~a provision of $0.2 million for~~ the ~~Pro~~Acquisition, ~~Forma 2010 Period for Robb~~ and ~~Novapak~~an ~~based~~equity ~~on their pre~~co-~~tax~~investor ~~income~~in orPretium ~~loss recognized~~Holding.

~~Fiscal Year~~(c) ~~Ended~~Represents ~~September 30,~~professional ~~2010~~fees associated with the registration of our notes with the SEC and the exploration of acquisition opportunities.

~~2010 Predecessor Period (October 1, 2009 to February 16, 2010)~~ 22

~~Net~~Table ~~Sales for the 2010 Predecessor Period were $58.6 million. Gross profit for the 2010 Predecessor Period was $9.5 million, or 16.2%~~ of ~~net sales.~~ Contents

~~SG&A~~(d) ~~expenses~~Represents ~~for~~ the ~~2010~~final ~~Predecessor~~settlement ~~period were $5.4 million, or 9.3%~~ of ~~net~~outstanding ~~sales.~~workers ~~Other~~compensation ~~operating~~claims ~~expenses~~associated ~~for~~with ~~the~~our ~~2010~~closed ~~Predecessor Period~~facility ~~were $1.6 million and included $0.9 million~~ in ~~bank~~Muscatine, ~~related loan costs and $1~~IA.~~2 million of Acquisition fees and expenses which were partially offset by a $0.6 million gain on foreign currency exchange.~~

~~Interest~~(e) ~~expense~~We ~~for~~recorded a loss on the ~~2010~~extinguishment ~~Predecessor~~of ~~Period~~debt ~~was~~repaid ~~$7.0~~in ~~million~~connection with the Refinancing on March 31, 2011. The amount represents the write off of net deferred financing costs from previously outstanding costs, original issue discount, prepayment penalties and other related costs from the Refinancing.

As(f) aRepresents ~~limited~~the ~~liability~~implementation ~~company,~~of weseveral ~~are~~initiatives ato ~~pass-through~~restructure ~~tax~~and ~~entity.~~realign Nomanufacturing ~~provision,~~and ~~except~~administrative ~~for~~resources. ~~certain~~These ~~states~~costs incurred in ~~which~~connection wewith ~~conduct~~these ~~business,~~initiatives asconsisted ~~well~~of ~~as certain subsidiaries~~severance, isfacility ~~made~~consolidation ~~in the financial statements for income taxes. Robb~~costs, aand ~~wholly~~other ~~owned~~exit ~~subsidiary,~~costs isincurred ~~subject~~as topart ~~corporate income taxes under Subchapter C~~ of the ~~Internal~~PVC ~~Revenue~~integration ~~Code~~plan. ~~For the 2010 Predecessor Period, we recorded an income tax benefit of $0.4 million on a pre-tax loss of $4.5 million.~~

~~2010~~(g) ~~Successor~~As ~~Period~~a ~~(February~~result 17of the Acquisition and related operational integration plans, we consolidated the Nashua, New Hampshire operation into the Philmont, New York plant and we consolidated PVC's Hazelton, Pennsylvania operation into our Hazelton, Pennsylvania plant. Beginning in July 2010, we experienced certain material and labor variances from our standard operating costs reflected in our historical results. We consider these material and labor variances to ~~September~~ be noteworthy as we incurred incremental costs to manufacture our products. Variances in the amount of $2.4 million were incurred during FY 2011. These material and labor variances associated with the integration plans ceased in the quarter ended June 30, ~~2010)~~ 2011.

~~Net~~(h) ~~Sales~~Represents ~~for~~transaction ~~the~~related ~~2010~~costs ~~Successor~~as ~~Period~~included ~~were~~in ~~$149.0~~acquisition ~~million.~~fees ~~Gross~~and ~~profit~~expenses ~~for~~in the ~~2010~~consolidated ~~Successor~~statement ~~Period~~of ~~was $19~~operations.8 ~~million,~~For orthe ~~13.3%~~period ofOctober ~~net~~1, ~~sales.~~2009 ~~Gross profit~~to ~~was~~February ~~impacted~~16, by2010, ~~the~~approximately ~~addition~~$0.6 ofmillion ~~cost~~ of ~~sales~~these ~~for~~costs ~~Novapak~~were ~~sales~~deferred ~~following~~acquisition ~~the~~related ~~Novapak~~costs ~~Acquisition,~~that ~~and~~were apreviously ~~$2.75~~capitalized ~~million~~under ~~step~~FASB upStatement inNo. ~~inventory~~141, ~~costs~~Business ~~at the time of the Acquisition~~Combinations, ~~which~~(now ~~increased~~part ~~the cost~~ of ~~sales~~ASC ~~during~~Topic ~~the~~805 ~~2010~~Business ~~Successor Period~~Combinations).

~~SG&A~~(i) ~~expenses~~Represents ~~for~~ the ~~2010~~increase ~~Successor~~in ~~period~~inventories ~~were~~to ~~$12.7~~fair ~~million,~~value orin ~~8.5%~~the ofpurchase ~~net~~accounting ~~sales.~~adjustments ~~Other~~recorded ~~operating~~as ~~expenses~~a ~~for~~result of the ~~2010 Successor Period were $18~~Acquisition.4 ~~million~~The ~~and~~amount ~~included~~was ~~$10.8~~charged ~~million~~to costs of ~~Acquisition~~goods ~~expenses,~~during ~~$6.7~~the ~~million~~period ofFebruary ~~restructuring and integration charges~~17, ~~and~~2010 ~~$0.9~~to ~~million~~September of30, ~~amortization of intangibles~~2010.

~~Interest~~(j) ~~expense~~Represents ~~for the 2010 Successor Period was $8.2 million. Amortization of~~ deferred financing fees as included in ~~interest~~bank ~~expense~~related ~~was~~loan ~~$0.9~~costs ~~million~~in ~~during~~ the ~~2010~~consolidated ~~Successor~~statement ~~Period.~~of operations.

As(k) aRepresents ~~limited~~the ~~liability~~foreign ~~company,~~currency wetranslation ~~are~~impact aon ~~pass-through~~debt ~~tax~~previously ~~entity.~~held Noby ~~provision,~~our ~~except~~Canadian ~~for~~subsidiary. ~~certain~~Concurrent ~~states~~with ~~in which we conduct business, as well as certain subsidiaries, is made in~~ the ~~financial statements for income taxes. Our subsidiaries~~Acquisition, ~~Robb and Novapak, are subject to corporate income taxes under Subchapter C of~~ the ~~Internal~~debt ~~Revenue~~held ~~Code.~~at ~~For~~ the ~~2010~~Canadian ~~Successor~~subsidiary ~~Period,~~was werepaid ~~recorded~~in ~~an income tax provision of $0~~full.~~2 million on a pre-tax loss of $19.5 million.~~

29EBITDA and Adjusted EBITDA are supplemental measures to assess our operating performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measures of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as measures of our liquidity. Our measurements of EBITDA and Adjusted EBITDA and the ratios related thereto may not be comparable to similarly titled measures of other companies. Furthermore, EBITDA and Adjusted EBITDA have limitations as analytical tools and you should not consider them in isolation, or as substitutes for, analysis of our operating results or cash flows as reported under GAAP. Some of these limitations are:

~~Table~~• ofEBITDA ~~Contents~~and Adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

~~Pro~~• ~~Forma~~EBITDA ~~Year~~and ~~Ended~~Adjusted ~~September 30,~~EBITDA ~~2010~~do ~~(the~~not ~~“Pro~~reflect ~~Forma~~changes ~~2010~~in, ~~Period”)~~or ascash ~~Compared~~requirements ~~to the Fiscal Year Ended September 30~~for, ~~2009~~our ~~(the~~working ~~“2009~~capital ~~Period”)~~ needs;

~~The~~• ~~following~~EBITDA ~~represents~~and ~~statement~~Adjusted ofEBITDA ~~operations information~~do ~~for~~not reflect the ~~periods~~significant ~~presented:~~interest expense or the cash requirements necessary to service interest or principal payments, on our debt;

~~Net~~• ~~Sales~~although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;

	Pro Forma2010Period		2009Period		$ Incr(Decr)		% Incr(Decr)
In thousands
Net sales	$	234,118	$	164,674		69,444		42.2	%


•	EBITDA and Adjusted EBITDA are adjusted for certain noteworthy and non-cash income or expense items that are reflected in our statements of cash flows; and

~~Net~~• ~~sales~~other ~~for~~companies ~~the~~in Pro Forma 2010 Period were $234.1 million, which represents an increase of $69.4 million, or 42.2%, as compared to $164.7 million for the 2009 Period. This is largely the result of the acquired Novapak operations. Underlying volumes, excluding Novapak, were materially unchanged during the year with some customers, primarily private label packagers, seeing sales growth while others still felt the impact of the 2009 economic slowdown, showing flat to lower sales. In addition, we operate with resin price change pass through mechanisms with our ~~customers.~~industry Aswill acalculate ~~result of this, and as a result of~~ the ~~fact~~measures ~~that~~differently ~~the average market resin prices in the Pro Forma 2010 Period were higher~~ than inwe ~~the 2009 Period~~do, ~~some~~limiting oftheir ~~the~~usefulness ~~net~~as ~~sales~~comparative ~~change is due to higher transaction prices reflecting that pass-through~~measures.

~~Cost~~Because of ~~Sales~~these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only for supplemental purposes.

	Pro Forma2010Period		2009Period		$ Incr(Decr)		% Incr(Decr)
In thousands
Cost of sales	$	200,243	$	137,317		62,926		45.8	%

Liquidity and Capital Resources

Cost of sales for the Pro Forma 2010 Period was $200.2 million, which represents an increase of $62.9 million, or 45.8%, as compared to $137.3 million for the 2009 Period. This increase was primarily caused by the addition of cost of sales relating to the sales of Novapak following the Novapak Acquisition. In addition, cost of sales was impacted by higher resin prices on average during the Pro Forma 2010 Period compared to the 2009 Period. Liquidity

~~Gross~~Our ~~Profit~~principal ongoing source of operating liquidity is cash generated by our business operations and borrowings from our ABL Facility.

	Pro Forma2010Period			2009Period			$ Incr(Decr)		% Incr(Decr)
In thousands
Gross profit	$	33,875		$	27,357			6,518		23.8	%
Gross profit %		14.5	%		16.6	%

~~Gross~~Table ~~profit for the Pro Forma 2010 Period was $33.9 million (or 14.5%~~ of net sales), which represents an increase of $6.5 million, or 23.8%, as compared to $27.4 million (or 16.6% of net sales) for the 2009 Period. Gross profit was impacted by the factors described in Net Sales and Cost of Sales above. Contents

The ABL Facility provides senior secured financing of up to $30.0 million, subject to borrowing base and certain other restrictions on availability. As of September 30, 2012, there were no borrowings outstanding under our ABL Facility, which bears interest at variable rates and matures on September 30, 2015. At September 30, 2012, letters of credit issued and outstanding were $1.6 million and borrowing availability under the ABL Facility was $28.4 million.

~~Table~~We ofbelieve ~~Contents~~that cash flows from operations and borrowings from the ABL Facility will be sufficient to meet our existing liquidity needs for the next 12 months.

~~Operating~~On ~~Expenses~~March 31, 2011, the Company and Pretium Finance issued $150.0 million aggregate principal amount of the Notes. The Notes are guaranteed by all of the Company's existing and future domestic subsidiaries (other than Pretium Finance) and mature on April 1, 2016.

	Pro Forma2010Period		2009Period		$ Incr(Dec)		% Incr(Decr)
In thousands
Selling, general and administrative expenses	$	22,778	$	14,060		8,718		62.0	%
Other operating expenses		9,432		3,407		6,025		176.8	%
Total	$	32,210	$	17,467		14,743

We were in compliance with all of the covenants contained in our Notes and ABL Facility as of September 30, 2012.

~~SG&A~~Cash ~~Expenses~~Flows

~~SG&A~~Our ~~expenses~~cash ~~were~~flows ~~$22.8~~from ~~million for the Pro Forma 2010 Period~~operating, ~~which~~investing ~~represents~~and anfinancing ~~increase~~activities ~~of $8.7 million, or 62.0%, as compared to $14.1 million~~ for the ~~2009~~fiscal ~~Period.~~years ~~The~~ended ~~increase~~September 30, in2012 ~~SG&A costs for the Pro Forma 2010 Period was primarily related to the Novapak Acquisition~~ and an2011 ~~increase~~are summarized in ~~equity sponsor management fees of $2.1 million related to~~ the ~~Acquisition.~~following ~~The increase related to the Novapak Acquisition and the Acquisition was partially offset by a reduction of SG&A throughout the period as part of our business combination strategy.~~ table:

Other Operating Expenses



	FY 2012			FY 2011
Net cash provided by (used in):
Operating activities	$	10,013		$	5,046
Investing activities	(9,619		)	(8,387		)
Financing activities	(689		)	3,214
Effect of exchange rates	52			5
Net (decrease) increase in cash	$	(243	)	$	(122	)

~~Other~~As ~~operating~~of ~~expenses~~September 30, ~~for~~2012, ~~the~~we ~~Pro~~had ~~Forma~~cash ~~2010~~and ~~Period~~cash ~~were~~equivalents ~~$9.4 million, which represents an increase~~ of $6.0.9 million. ~~The Pro~~We ~~Forma~~consider ~~2010~~all ~~Period~~highly ~~includes~~liquid ~~restructuring~~investments ~~expenses~~with original maturities of ~~$6.7~~three ~~million~~months ~~and~~or ~~amortization~~less ofto ~~intangibles~~be ofcash $1equivalents.4 ~~million.~~ The ~~2009~~carrying ~~Period~~value ~~includes $2.2 million~~ of ~~bank~~these ~~related~~investments ~~loan~~approximates ~~costs~~fair ~~and $0~~value.8 ~~million of restructuring expenses.~~

~~During~~Cash ~~the~~provided ~~2009~~by ~~Period~~operating activities was $10.0 million during FY 2012, wecompared ~~adopted~~to ~~and~~$5.0 ~~completed~~million aof ~~formal~~cash ~~plan~~provided by operating activities during FY 2011. This improvement was primarily due to ~~relocate~~higher ~~all~~income ~~manufacturing~~from operations ~~from~~(excluding ~~the~~non-cash ~~St.~~charges ~~Charles,~~for ~~Missouri~~depreciation ~~facility~~and amortization) and ~~consolidate~~ ~~the~~an ~~operations~~increase ~~with~~in ~~the~~cash ~~Peru,~~provided ~~Illinois~~by ~~location.~~operating working capital compared to FY 2011. The ~~total~~change ~~cost~~in ofoperating ~~this~~assets ~~plan~~and ~~was~~liabilities provided $03.85 million, ~~which~~of ~~included~~cash aduring FY 2012 and used $0.41 million ~~non-cash~~during ~~charge~~FY ~~for~~2011. ~~the~~The ~~impairment~~changes ofin ~~certain~~operating ~~leasehold~~assets ~~improvements.~~and liabilities included:

~~Interest~~• ~~Expense~~Cash provided by accounts receivable of $1.6 million and $1.4 million during FY 2012 and FY 2011, respectively, reflecting timing of shipments within both periods and an improvement in days sales outstanding attributable to improvements in collection efforts during FY 2012.

	Pro Forma2010Period		2009Period		$ Incr(Decr)			% Incr(Decr)
In thousands
Interest expense	$	15,609	$	15,990		(381	)		-2.4	%


•	Cash provided by inventories was $0.5 million during FY 2012 due to improvements in inventory management and lower resin costs. Inventories required $4.9 million of cash during FY 2011 primarily due to significant increases in resin costs during the period, particularly PET.

~~Interest~~• ~~expense~~Changes ~~was~~in ~~$15.6~~prepaid ~~million~~expenses ~~for~~and ~~the~~other ~~Pro~~current ~~Forma~~assets ~~2010~~provided ~~Period~~$0.5 ~~which~~million ~~represents~~of acash ~~decrease~~during ofFY 2012 and used $0.45 million, orof ~~2.4%,~~cash ~~as compared~~during toFY ~~$16~~2011.0 ~~million~~The ~~for~~generation ~~the~~of ~~2009~~cash ~~Period.~~during ~~The~~FY 2012 was primarily due to a decrease ~~reflects~~in ~~the~~income ~~lower~~taxes ~~level~~receivable while the use of ~~borrowings~~cash ~~and~~in ~~interest~~FY ~~rates~~2011 ~~resulting~~was ~~from~~primarily ~~debt~~due ~~incurred~~to atan ~~the~~increase ~~date~~in ofincome ~~the~~taxes ~~Acquisition~~receivable.

~~Income~~• ~~Tax~~Changes ~~Benefit/Provision~~in accounts payable and accrued expenses provided cash of $1.0 million and used cash of $3.0 million during FY 2012 and FY 2011, respectively, primarily due to timing of payments to vendors at September 30.

~~For~~• ~~the~~Accrued ~~Pro~~interest ~~Forma~~and ~~2010~~bank ~~Period~~fees generated cash of $6.9 million during FY 2011, wedue ~~recognized~~to an ~~income tax~~increase ~~provision~~in ofaccrued ~~$0.2~~interest ~~million~~as ~~for~~a ~~our~~result ~~subsidiaries~~of ~~Robb~~increased indebtedness and ~~Novapak~~a change in the timing of interest payments as ~~compared~~a toresult $0of the Refinancing.9 ~~million~~The ~~benefit~~Notes ~~for~~require ~~the~~payment ~~2009~~of ~~Period~~interest ~~for~~semiannually ~~Robb~~on April 1 and October 1. At September 30, 2012 and 2011 there was six months of interest accrued under the Notes, and therefore the change in accrued interest during FY 2012 was not significant.

31Net cash used in investing activities was $9.6 million and $8.4 million during FY 2012 and FY 2011, respectively, resulting from specific cash purchases of property, plant and equipment.

~~Table of Contents~~24

~~Liquidity~~Table ~~and~~of ~~Capital Resources~~ Contents

~~Available~~Financing ~~Liquidity~~activities used $0.7 million of cash during FY 2012 and generated $3.2 million during FY 2011. The use of cash during FY 2012 was primarily due to paying off all outstanding borrowings under the ABL Facility during the period. The cash provided by financing activities during FY 2011 represented borrowings under our ABL Facility to fund operating and investing activities.

~~Our~~Off ~~principal ongoing~~Balance ~~source~~Sheet ofArrangements ~~operating liquidity is cash generated by our business operations.~~

OnWe ~~March 31,~~do ~~2011~~not wehave ~~issued~~any ~~the~~off ~~Notes.~~balance ~~The~~sheet ~~net proceeds~~arrangements ~~from~~as ~~the~~defined ~~issuance~~in ofRegulation ~~the Notes and a draw under the ABL Facility were used to (i) repay then~~S-~~existing debt~~K, ~~(ii)~~Item ~~pay~~ 303(a ~~distribution to Pretium Holding’s equity holders and~~ )(~~iii~~4) ~~pay related fees and expenses~~(ii).

~~Concurrently~~Contractual ~~with~~Obligations the completion of the offering of the Notes, we refinanced our then-existing term loan, revolving credit facility and existing subordinated notes and entered into the ABL Facility to increase our operating and financial flexibility. The ABL Facility was subsequently amended on April 20, 2011 to provide additional borrowing capacity thereunder, among other things. The ABL Facility provides senior secured financing of up to $30.0 million, subject to borrowing base and certain other restrictions on availability. As of September 30, 2011, there was $0.5 million outstanding under our ABL Facility. Borrowings under the ABL Facility bear interest at variable rates and mature on September 30, 2015. At September 30, 2011, letters of credit issued and outstanding were $1.6 million and borrowing availability was $27.9 million.

WeThe ~~believe~~following ~~that~~table ~~cash~~reflects ~~flows from operations and borrowings from the ABL Facility will be sufficient to meet~~ our ~~existing~~contractual ~~liquidity~~commitments ~~needs~~associated ~~for the next 12 months. We were in compliance~~ with ~~all of the covenants contained in~~ our ~~Notes~~debt and ~~ABL~~other ~~Facility~~obligations as of September 30, ~~2011.~~ 2012:

Cash Flows



			Payments due:
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Operating lease obligations	$	13,989	$	3,597	$	5,726	$	4,666	$	—
Long-term debt ⁽¹⁾	150,184		159		25		150,000		—
Interest on indebtedness ⁽¹⁾	60,386		17,261		34,500		8,625		—
Management agreement⁽²⁾	12,375		2,250		4,500		4,500		1,125
Consulting agreement ⁽³⁾	6,636		1,041		2,082		2,082		1,431
Purchase obligations ⁽⁴⁾	17,899		17,899		—		—		—
Total contractual obligations	$	261,469	$	42,207	$	46,833	$	169,873	$	2,556

~~Fiscal~~(1) ~~Year~~Consists ~~Ended~~of our obligations of principal and interest payments under the Notes and the ABL Facility as of September 30, ~~2011~~ 2012.

~~Our~~(2) ~~cash~~Consists ~~flows~~of ~~from~~our ~~operating,~~obligations ~~investing,~~under ~~and~~our ~~financing~~management ~~activities~~agreement. ~~for~~See ~~the~~Item ~~years~~13 ~~ended~~“Certain ~~September 30,~~Relationships ~~2011~~ and ~~2010~~Related ~~are~~Transactions, ~~summarized~~and inDirector ~~the~~Independence—Management ~~following table:~~ Agreement.”

	Predecessor			Successor
	Period ofOctober 1,2009 throughFebruary 16,2010			Period ofFebruary 17,2010 throughSeptember 30,2010			Fiscal2011
Net cash provided by (used in):
Operating activities	$	(84	)	$	(3,261	)	$	5,046
Investing activities		(2,379	)		(172,453	)		(8,387	)
Financing activities		4,126			176,981			3,214
Effect of exchange rates		(54	)		11			5
	$	1,609		$	1,278		$	(122	)


(3)	Consists of our obligations under our consulting agreement. See Item 13 “Certain Relationships and Related Transactions, and Director Independence—Consulting Agreement.”

As(4) Consists of ~~September 30,~~open ~~2011,~~purchase weorders ~~had~~as ~~cash and cash equivalents~~ of ~~$1.2 million, and at~~ September 30, ~~2010, we had cash and cash equivalents of $1~~2012.~~3 million. We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying value of these investments approximates fair value.~~

32Critical Accounting Policies

~~Table~~We evaluated the accounting policies used in the preparation of ~~Contents~~our financial statements and related notes and believes those policies to be reasonable and appropriate. Our significant accounting policies are described in Note 1 “Summary of Significant Accounting Policies” in the “Notes to Consolidated Financial Statements” included elsewhere in this annual report. Certain of these accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving management judgments and estimates are described below. We believe that the amounts recorded in our financial statements related to these areas are based on our best judgments and estimates, although actual results could differ materially under different assumptions or conditions.

~~Cash~~Accounts ~~provided~~Receivable by operating activities was $5.0 million for the fiscal year ended September 30, 2011. The change in operating assets and liabilities required $0.1 million of cash during the fiscal year ended September 30, 2011. The changes in operating assets and liabilities included:

• Accounts receivable ~~decreased,~~are ~~providing~~stated $1at the amount we expect to collect from outstanding balances.4 ~~million~~Accounts ofreceivable ~~cash~~are ~~during~~recorded at the ~~fiscal~~invoiced ~~year~~amount ~~ended~~and ~~September~~do ~~30,~~not ~~2011~~bear interest. ~~The~~We ~~decrease~~grant istrade credit to our customers, which primarily ~~due~~are manufacturers of personal care products, food, household chemicals, lawn and garden products, and industrial chemical products, and to anbottle ~~improvement~~distributors inthat ~~days~~sell ~~sales~~to ~~outstanding~~such ~~driven~~manufacturers. byWe ~~strong~~perform ~~collection~~periodic ~~efforts~~credit evaluations of our customers and generally do not require collateral. We maintain allowances for doubtful accounts for estimated losses resulting from customers’ potential failure to make payments. The allowance for doubtful accounts represents our best estimate of the amount of probable credit losses in

~~• Inventories required $4.9 million of cash during the fiscal year ended September 30, 2011 primarily due to increased resin costs and our investment in inventory.~~25

•Table ~~Prepaid and other current assets increased, requiring $0.5 million~~ of ~~cash during the fiscal year ended September 30, 2011 primarily due to an increase in income taxes receivable, partially offset by a lower level of other receivables for molds.~~Contents

•our ~~Accounts~~existing ~~payable~~accounts ~~and accrued expenses increased, providing $3~~receivable.9 ~~million~~Such ofestimate ~~cash~~is ~~during~~based ~~the~~on ~~fiscal~~historical ~~year~~experience ~~ended September 30, 2011, primarily due to an increase in accrued interest~~ and ~~bank~~known ~~fees~~specific offactors ~~$6.9~~associated ~~million~~with ~~due~~such ~~to a change in the timing of interest payments as a result of the Refinancing~~customers.

~~Net cash used in investing activities was $8.4 million during the fiscal year ended September 30, 2011, resulting from specific cash purchases of property, plant and equipment.~~ Inventories

~~Net~~Inventories ~~cash~~include ~~provided~~material, bylabor ~~financing~~and ~~activities~~overhead ~~was~~and ~~$3.2~~are ~~million~~stated ~~during~~at the ~~fiscal~~lower ~~year~~of ~~ended~~cost ~~September 30,~~or ~~2011,~~market ~~relating~~with tocost ~~the~~determined ~~completion~~by of the ~~Refinancing~~ inaverage ~~connection~~cost ~~with~~method. ~~the~~We ~~issuance~~utilize ofhistorical ~~the~~experience ~~Notes.~~and Asany ~~part~~other ofknown ~~the~~specific ~~Refinancing~~factors, wesuch ~~paid~~as ~~$9.7~~future ~~million~~demand ~~in bank~~ and ~~other~~market ~~related loan fees. In addition~~conditions, ~~the~~to ~~funding~~provide ~~was~~estimated ~~used~~reserves for ~~equity~~excess ~~distributions~~and ofobsolete ~~$30~~inventory.9 ~~million.~~If ~~During~~actual ~~the~~market ~~fiscal~~conditions ~~year ended September 30~~deteriorate, ~~2011,~~additional weinventory ~~received~~reserves anmay ~~investment~~be ~~from our sole member of $0~~recorded.95 ~~million.~~

~~2010~~Goodwill ~~Successor~~and ~~Period~~Other ~~(February~~Indefinite-Lived ~~17,~~Intangible ~~2010~~Assets ~~to September 30, 2010)~~

~~The~~We ~~Company~~account for goodwill and other indefinite-lived intangible assets in accordance with the Financial Accounting Standards Board’s ~~cash~~(FASB) ~~flows~~Accounting ~~from~~Standards ~~operating,~~Codification ~~investing~~(ASC) 350, Goodwill and ~~financing~~Other ~~activities,~~Intangible ~~for~~Assets. ~~the~~In ~~Successor~~accordance ~~period from~~with ~~February 17~~ASC 350, ~~2010~~intangible assets deemed to ~~September 30,~~have ~~2010,~~indefinite ~~the~~lives ~~2010~~and ~~Predecessor~~goodwill ~~Period~~are not subject to amortization but are tested for impairment annually, ~~and~~or more frequently if events or changes in circumstances indicate that the ~~fiscal~~asset ~~year~~might ~~ended~~be ~~September 30,~~impaired ~~2009~~or ~~are~~that ~~summarized~~there is a probable reduction in the ~~following~~fair ~~table:~~value of a reporting unit below its aggregate carrying value. We perform the impairment test of the carrying values of our goodwill and indefinite-lived intangible assets at the reporting unit level during the second quarter of each fiscal year using balances as of December 31.

	Predecessor						Successor
	Fiscal2009			Period ofOctober 1,2009 throughFebruary 16,2010			Period ofFebruary 17,2010 throughSeptember 30,2010
Net cash provided by (used in):
Operating activities	$	20,514		$	(84	)	$	(3,261	)
Investing activities		(5,235	)		(2,379	)		(172,453	)
Financing activities		(15,837	)		4,126			176,981
Effect of exchange rates		362			(54	)		11
	$	(196	)	$	1,609		$	1,278

The goodwill impairment test involves a two-step process. The first step involves comparing the estimated fair value of the reporting unit with its aggregate carrying value, including goodwill. If the reporting unit’s aggregate carrying value exceeds its estimated fair value, we perform the second step of the goodwill impairment test. The second step involves comparing the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill to measure the amount of impairment loss, if any.

~~Cash~~The ~~used~~impairment intest ~~operating~~for ~~activities~~indefinite-lived ~~for~~intangibles ~~the~~involves ~~2010~~a ~~Successor~~comparison ~~Period~~of ~~was~~the ~~$3.3~~estimated ~~million.~~fair ~~The~~value ~~change~~of inthe ~~operating~~intangible ~~assets~~asset ~~and liabilities~~with ~~provided~~its $7carrying value.0 ~~million~~If ofthe ~~cash~~carrying ~~during~~value of the ~~2010~~intangible ~~Successor~~asset ~~period.~~exceeds ~~The~~its ~~changes~~fair invalue, ~~operating~~an ~~assets~~impairment ~~and~~loss ~~liabilities~~is ~~during~~recognized ~~the~~in ~~2010~~an ~~Successor~~amount ~~period~~equal ~~included:~~to that excess.

•As ~~Accounts~~a ~~receivable~~result ~~increases~~of ~~from~~these ~~increased~~tests, ~~sales~~we ~~used~~recorded ~~$2.0~~no ~~million~~impairment ofcharges ~~cash~~for the fiscal year ended September 30, 2012.

•Long-Lived ~~Inventory~~Assets ~~decreases provided $7.0 million of cash.~~

•We ~~Prepaid~~account for long-lived assets, including intangible assets that are amortized, in accordance with FASB ASC 360-10-05-4, Impairment or Disposal of Long-Lived Assets (“FASB ASC 360-10-05-4”) which requires that all long-lived assets be reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Such events and ~~other~~circumstances ~~current~~include the occurrence of an adverse change in the market involving the business employing the related long-lived assets ~~increased~~or a situation in which it is more likely than not that we will dispose of such assets. If indicators of impairment are present, ~~using~~reviews $0are performed to determine whether the carrying value of the long-lived assets to be held and used is impaired.5 ~~million~~Such reviews involve a comparison of the carrying amount of the asset group to the future net undiscounted cash flows expected to be generated by those assets over their remaining useful lives. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the assets exceeds their fair value and the impaired assets are written down to their fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. Assets to be disposed are reported at the lower of the carrying amount or fair value, less costs to dispose.

•Income ~~Accounts~~Taxes ~~payable and accrued expenses increased, providing $2.6 million of cash.~~

33We are a limited liability company. For income tax purposes, we are considered a pass-through tax entity. Accordingly, we are generally not subject to federal or state income taxes, except for certain states in which it conducts business, and no provision for income taxes has been made in these consolidated financial statements other than for certain subsidiaries which are Subchapter C Corporations.

~~Table~~For those subsidiaries, which are Subchapter C Corporations, we account for income taxes in accordance with the asset and liability based approach. Under that approach, deferred income tax assets and liabilities are determined based on the difference between financial reporting and tax bases of ~~Contents~~assets and liabilities and are measured using the enacted tax rates that will be in effect when such differences are expected to reverse. A valuation allowance is recorded, if necessary, to reduce deferred tax assets to their estimated realizable value.

~~Net~~We ~~cash~~have ~~used~~adopted inFASB ~~investing~~ASC ~~activities~~740, ~~was~~Income ~~$172.5~~Taxes, ~~million.~~which ~~The~~creates ~~acquisition,~~a ~~net~~single ofmodel ~~cash,~~to ~~used~~address ~~$166.4~~accounting ~~million of~~for ~~cash.~~uncertainty ~~Cash~~in ~~used~~tax positions and clarifies the accounting for ~~capital~~income ~~expenditures~~taxes ~~was~~by ~~$6.0~~prescribing ~~million~~a ~~for~~minimum ~~the~~recognition ~~2010~~threshold ~~Successor~~a ~~period~~tax position is required to meet before being recognized in the financial statements.

Net cash provided by financing activities was $177.0 million. During the 2010 Successor period we received a cash investment of $75.0 million from our membership interest holder. We received $95.0 million from the issuance of debt obligations and $12.2 million in net proceeds from our revolving line of credit. 26

~~2010~~Table ~~Predecessor~~of ~~Period (October 1, 2009 to February 16, 2010)~~ Contents

~~Cash~~Foreign ~~used~~Operations in operating activities for the 2010 Predecessor period was $0.1 million. The change in operating assets and liabilities used $3.1 million of cash during the 2010 Predecessor period. The changes in operating assets and liabilities during the 2010 Predecessor period included:

•Our ~~Accounts~~functional ~~receivable~~currency ~~decreases~~is ~~provided~~the $0U.9S. ~~million~~dollar, except for Pretium Canada Company (“Pretium Canada”), whose functional currency is the Canadian dollar. Results of operations and cash ~~due~~flows toare ~~collection~~generally ~~activities~~translated at average exchange rates during the period, and assets and liabilities are translated at end of period exchange rates. Translation adjustments resulting from this process are reported as a component of members’ equity.

•Transaction ~~Inventory~~gains ~~increases~~and ~~used~~losses ~~$1.0~~that ~~million~~arise from exchange rate fluctuations on transactions and balances denominated in a currency other than the functional currency are generally included in the results of ~~cash~~operations as incurred.

•Fair ~~Prepaid~~Value ~~and~~of ~~other~~Financial ~~current~~Instruments ~~assets~~and ~~decreased,~~Other ~~providing~~Intangibles ~~$0.7 million of cash.~~

•The ~~Accounts~~carrying ~~payable~~amounts in our consolidated balance sheets for debt at September 30, 2012 and ~~accrued~~2011 ~~expenses~~are ~~decreased~~reported on an amortized cost basis, ~~using~~which ~~$3.9~~approximates ~~million~~the fair value of ~~cash~~the debt based on the borrowing rates available to us at those balance sheet dates for loans with similar terms and maturities.

~~Cash~~The ~~used~~carrying ~~for~~amounts ~~capital~~of ~~expenditures~~cash, ~~was~~receivables, ~~$2.4~~payables, ~~million~~and ~~for~~other current assets and liabilities approximate fair value because of the ~~2010~~short ~~Predecessor~~term ~~period~~maturity of those instruments.

~~Net~~We ~~cash~~measure ~~provided~~fair byvalue ~~financing~~in ~~activities~~accordance ~~was~~with ~~$4.1~~accounting ~~million~~guidance that requires an entity to base fair value on an exit price and maximize the use of observable inputs and minimize the use of unobservable inputs when determining an exit price. ~~During~~Fair value is the ~~2010~~price ~~Predecessor~~to ~~period~~sell wean ~~received~~asset $4or transfer a liability between market participants at the measurement date.6 ~~million~~Fair value measurements assume the asset or liability is exchanged in ~~net~~an ~~proceeds~~orderly ~~from~~manner; ~~our~~the ~~revolving~~exchange ~~line~~is ofin ~~credit~~the principal market for that asset or liability (or in the most advantageous market when no principal market exists); and wethe ~~made~~market aparticipants ~~$0.5~~are ~~million~~independent, ~~payment on~~knowledgeable, ~~term~~able ~~loans~~and willing to transact an exchange.

~~Off~~Considerable ~~Balance~~judgment ~~Sheet~~is ~~Arrangements~~required in interpreting market data used to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value.

WeAs dodescribed ~~not~~above, ~~have~~we ~~any~~evaluate ~~off~~our ~~balance~~intangible ~~sheet~~and ~~arrangements~~long-lived asassets ~~defined~~for impairment or recoverability and, if necessary, measure their fair value. Such fair value is determined in ~~Regulation~~accordance ~~S-K~~with FASB ASC 820, ~~Item 303(a)(4)(ii)~~Fair Value Measurements and Disclosures, using unobservable inputs or an income approach, which represent Level 3 inputs under FASB ASC 820.

~~Contractual~~Revenue ~~Obligations~~Recognition

~~The~~Revenue ~~following~~is ~~table~~recognized ~~reflects~~from ~~our~~product ~~contractual~~sales ~~commitments associated~~when there is persuasive evidence of an arrangement, the price is fixed or determinable, the goods are shipped and the title and risk of loss pass to the customer, and collectability is reasonably assured. We record shipping and handling costs charged to customers in net sales, with ~~our~~the ~~debt~~related expense recorded in cost of sales. Sales are recorded net of discounts, allowances and ~~other~~returns. ~~obligations~~Sales allowances are recorded as a reduction to sales in accordance with guidance under ASC 605-50, Customer Payments and Incentives. We pass resin cost adjustments to customers in the form of ~~September 30~~price adjustments on future quantities sold, ~~2011:~~typically subject to a one to four month timing delay, and there are no unbilled amounts reflected in our financial statements.

			Payments due:
	Total		Less thanone year		One tothree years		Three tofive years		More thanfive years
Operating lease obligations	$	16,903	$	3,612	$	6,005	$	5,129	$	2,157
Long-term debt (1)		150,857		169		184		150,504		—
Interest on indebtedness (1)		86,714		17,318		34,696		34,700		—
Management agreement (2)		14,625		2,250		4,500		4,500		3,375
Consulting agreement (3)		5,630		1,000		2,000		2,000		630
Purchase obligations (4)		16,768		16,768		—		—		—
	$	291,497	$	41,117	$	47,385	$	196,833	$	6,162

Restructuring Expenses

We account for costs incurred in connection with the closure and consolidation of facilities and functions in accordance with FASB ASC 420, Exit or Disposal Cost Obligations; FASB ASC 712, Compensation — Nonretirement Postemployment Benefits; FASB ASC 360-10-05-4; FASB ASC 805, Business Combinations (1“FASB ASC 805”); ~~Consists~~and Emerging Issues Task Force (“EITF”) No. 95-3 (superseded by FASB ASC 805). Such costs include employee termination benefits (one-time arrangements and benefits attributable to prior service); termination of ~~our~~contractual obligations; the write-down of ~~principal~~current and ~~interest~~long-term ~~payments~~assets ~~under~~to the ~~Notes~~lower of cost or fair value; and ~~the~~other ~~ABL~~direct ~~Facility~~incremental ascosts ofincluding ~~September~~relocation 30of employees, ~~2011~~inventory and equipment.

~~(2) Consists of our obligations under our management agreement. See Item 13 “Certain Relationships and Related Transactions, and Director Independence—Management Agreement.”~~27

~~(3)~~Table ~~Consists~~ of ~~our obligations under our consulting agreement. See Item 13 “Certain Relationships and Related Transactions, and Director Independence—Consulting Agreement.”~~Contents

~~(4)~~Recent ~~Consists~~Accounting ofPronouncements ~~open purchase orders as of September 30, 2011.~~

34In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220) – Presentation of Comprehensive Income (“ASU 2011-05”). This update requires that the components of net income, the components of other comprehensive income and the total of comprehensive income be presented as a single continuous financial statement or in two separate but consecutive statements. The option of presenting other comprehensive income in the statement of stockholders’ equity is eliminated. This update also requires the presentation on the face of the financial statements of reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statements where the components of net income and the components of other comprehensive income are presented. In December 2011, the FASB issued ASU 2011-12, which deferred the guidance on whether to require entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement where net income is presented and the statement where other comprehensive income is presented for both interim and annual financial statements. ASU 2011-12 reinstated the requirements for the presentation of reclassifications that were in place prior to the issuance of ASU 2011-05 and did not change the effective date for ASU 2011-05. For public entities, the amendments in ASU 2011-05 and ASU 2011-12 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and should be applied retrospectively. The adoption of this guidance in fiscal 2012 concerned disclosure only and did not have an impact on the Company's consolidated financial position or results of operations.

~~Table~~In September 2011, the FASB issued ASU No. 2011-08, Testing for Goodwill Impairment (“ASU 2011-08”). ASU 2011-08 amends existing guidance by giving an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of ~~Contents~~a reporting unit is less than its carrying amount. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If an entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the performance of the two-step goodwill impairment test, as currently prescribed by ASC Topic 350, is required. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company does not currently expect the adoption of this update in fiscal 2013 will have a significant effect on its consolidated financial statements and related disclosures.

~~Critical~~In ~~Accounting~~July ~~Policies~~2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). ASU 2012-02 amends existing guidance by giving an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If an entity determines that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, then the performance of the quantitative impairment test, as currently prescribed by ASC Topic 350-30, is required. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company does not currently expect the adoption of this update in fiscal 2013 will have a significant effect on its consolidated financial statements and related disclosures.

~~Our~~Item ~~consolidated financial statements are based on the selection and application of significant accounting policies, some of which require management to make estimates and assumptions~~7A. WeQuantitative ~~review these estimates~~ and ~~assumptions~~Qualitative ~~periodically~~Disclosures toabout ~~assess~~Market their reasonableness. If necessary, these estimates and assumptions may be changed and updated. We believe the following are the more critical judgmental areas in the application of our accounting policies that affect our financial condition and results of operations. Risk

~~Basis~~We ofare ~~Presentation~~exposed to market risk in connection with changes in foreign exchange rates and interest rates, primarily in connection with interest on the outstanding balance under our ABL Facility.

~~The~~Foreign ~~Company~~Exchange ~~was~~Risk ~~formed in 1998 (its origins date back to 1992) as a Delaware limited liability company for the purpose of acquiring and operating plastics manufacturing related businesses.~~

OnWe ~~February 16,~~are ~~2010,~~exposed ~~all~~to offluctuations in foreign currency cash flows related to our Canadian operations, ~~were~~intercompany ~~acquired~~product byshipments ~~Pretium~~and ~~Intermediate~~intercompany ~~Holding~~loans. Additionally, we are exposed to volatility in the ~~Acquisition~~ translation of foreign currency earnings to U.S. ~~This~~dollars. Primary ~~transaction~~exposures ~~was~~include ~~accounted~~the ~~for~~U.S. asdollar aversus ~~business~~functional ~~combination~~currencies of our major markets, which ~~required~~include anthe ~~allocation~~Canadian ofdollar. We ~~the~~assess ~~total~~foreign ~~consideration~~currency torisk ~~the~~based ~~identifiable~~on ~~assets~~transactional ~~and~~cash ~~liabilities~~flows, ~~measured~~identify atnaturally ~~fair~~offsetting ~~value~~positions atand ~~the~~purchase ~~acquisition~~hedging ~~date~~instruments to protect anticipated exposures. We ~~are~~do ~~now~~not aconsider ~~wholly~~the ~~owned subsidiary~~potential ofloss ~~Pretium~~arising ~~Intermediate~~from ~~Holding,~~a ~~LLC,~~hypothetical ~~which~~10% isadverse achange ~~wholly~~in ~~owned~~quoted ~~subsidiary~~foreign currency exchange rates, as of ~~Pretium~~September 30, ~~Holding~~2012, ~~LLC~~to be material.

~~Although~~Interest weRate ~~continued~~Risk as the same legal entity after the Acquisition, the application of push down accounting represents the termination of the old reporting entity and the creation of a new one. In addition, the basis of presentation is not consistent between the successor and predecessor entities and the financial statements are not presented on a comparable basis. As a result, the accompanying consolidated statements of operations, cash flows, and members’ equity are presented for two periods: Predecessor and Successor, which related to the period preceding the Acquisition (prior to February 17, 2010), and the period succeeding the Acquisition, respectively.

~~Accounts~~We ~~Receivable~~are exposed to interest rate volatility with regard to the current existing issuances of variable rate debt under our ABL Facility. Primary exposure includes movements in the U.S. prime rate and LIBOR. We manage interest rate risk by incurring a mix of indebtedness bearing interest at both floating and fixed rates at inception and maintain an ongoing balance between floating and fixed rates on this mix of indebtedness through the use of interest rate swaps when necessary. At September 30, 2012, we had no floating rate debt outstanding and the weighted average interest rate for all debt was 11.5%.

Accounts receivable are stated at the amount we expect to collect from outstanding balances. Accounts receivable are recorded at the invoiced amount and do not bear interest. We grant trade credit to our customers, which primarily are manufacturers of personal care products, food, household chemicals, lawn and garden products, and industrial chemical products, and to bottle distributors that sell to such manufacturers. We perform periodic credit evaluations of our customers and generally do not require collateral. We maintain allowances for doubtful accounts for estimated losses resulting from customers’ potential failure to make payments. The allowance for doubtful accounts represents our best estimate of the amount of probable credit losses in our existing accounts receivable. Such estimate is based on historical experience and known specific factors associated with such customers. 28

~~Goodwill and~~Table ~~Other~~of ~~Intangible Assets~~ Contents

WeItem ~~account~~8. ~~for goodwill and other intangible assets in accordance with the~~ Financial ~~Accounting~~Statements ~~Standards Board’s (FASB) Accounting Standards Codification (ASC) 350, Goodwill~~ and ~~Other~~Supplementary Intangible Assets. ASC 350 requires that goodwill and indefinite life intangible assets be reviewed at least annually (or more frequently under certain conditions) for impairment. In order to test goodwill for impairment under ASC 350-10, a determination of the fair value of our reporting unit is required based upon, among other things, estimates of future operating performance. Changes in market conditions, Data

35Index to Financial Statements



		Page #

Report of Independent Registered Public Accounting Firm		30

Consolidated Financial Statements:

Balance Sheets as of September 30, 2012 and 2011		31

Statements of Operations, Fiscal years ended September 30, 2012 and 2011, February 17, 2010 to September 30, 2010, and October 1, 2009 to February 16, 2010		32

Statements of Comprehensive Income (Loss), Fiscal years ended September 30, 2012 and 2011, February 17, 2010 to September 30, 2010, and October 1, 2009 to February 16, 2010		33

Statements of Changes in Members’ Equity (Deficit), Fiscal years ended September 30, 2012 and 2011, February 17, 2010 to September 30, 2010, and October 1, 2009 to February 16, 2010		34

Statements of Cash Flows, Fiscal years ended September 30, 2012 and 2011, February 17, 2010 to September 30, 2010, and October 1, 2009 to February 16, 2010		35

Notes to Consolidated Financial Statements		37

among other factors, may have an impact on these estimates. We perform our required annual impairment tests on December 31 of each fiscal year. As a result of this test we recorded no impairment charges for the fiscal year ended September 30, 2011. Intangible assets that do not have indefinite lives are amortized over their useful lives and reviewed for impairment in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets. There were no events or circumstances that have occurred that would suggest impairment has occurred with these assets. 29

~~Impairment~~Table of ~~Long-Lived Assets~~ Contents

WeReport ~~record impairment losses on long-lived assets used in operations or expected to be disposed~~ of ~~when~~Independent ~~events~~Registered ~~and~~Public ~~circumstances~~Accounting ~~indicate~~Firm that the assets might be impaired and when those assets are expected to generate undiscounted cash flows that would be less than their carrying amounts in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets. No indicators of impairment existed at September 30, 2011 and 2010.

~~Income~~The ~~Taxes~~Board of Directors

WePretium ~~are a limited liability company. For income tax purposes~~Packaging, weLLC: are considered a pass-through tax entity. Accordingly, we are generally not subject to federal or state income taxes, except for certain states in which it conducts business, and no provision for income taxes has been made in these consolidated financial statements other than for certain subsidiaries which are Subchapter C Corporations.

~~For~~We ~~those~~have ~~subsidiaries,~~audited ~~which~~the ~~are~~accompanying ~~Subchapter C~~consolidated ~~Corporations~~balance sheets of Pretium Packaging, weLLC ~~account~~and subsidiaries ~~for~~(the ~~income~~Company) ~~taxes~~as inof ~~accordance~~September ~~with~~30, ~~the~~2012 ~~asset~~and 2011, and ~~liability~~the ~~based~~related ~~approach. Under~~consolidated ~~that~~statements ~~approach~~of operations, ~~deferred~~comprehensive income ~~tax~~(loss), ~~assets~~changes ~~and~~in ~~liabilities~~members' ~~are~~equity ~~determined~~(deficit), ~~based~~and oncash flows for the ~~difference~~years ~~between~~ended ~~financial~~September ~~reporting~~30, 2012 and ~~tax~~2011 ~~bases~~and ofthe ~~assets~~periods ~~and~~from ~~liabilities~~February ~~and~~17, ~~are~~2010 ~~measured~~to ~~using~~September ~~the~~30, ~~enacted~~2010 ~~tax~~(Successor ~~rates~~period) ~~that~~and ~~will~~from beOctober in1, ~~effect~~2009 ~~when~~to ~~such differences~~February16, 2010 (Predecessor period). These consolidated financial statements are ~~expected~~the toresponsibility ~~reverse.~~of Athe ~~valuation~~Company's ~~allowance~~management. Our responsibility is ~~recorded,~~to ifexpress ~~necessary,~~an toopinion ~~reduce~~on ~~deferred~~these ~~tax~~consolidated ~~assets~~financial tostatements ~~their~~based ~~estimated~~on ~~realizable~~our ~~value~~audits.

We ~~have~~conducted ~~adopted~~our ~~FASB ASC 740,~~audits ~~Income~~in ~~Taxes,~~accordance ~~which~~with ~~creates~~the astandards ~~single~~of ~~model~~the toPublic ~~address~~Company ~~accounting~~Accounting ~~for~~Oversight ~~uncertainty~~Board in(United ~~tax~~States). ~~positions~~Those standards require that we plan and ~~clarifies~~perform the ~~accounting~~audit ~~for~~to ~~income~~obtain ~~taxes~~reasonable ~~by prescribing~~assurance aabout ~~minimum~~whether ~~recognition~~the ~~threshold~~financial astatements ~~tax~~are ~~position~~free isof ~~required~~material tomisstatement. ~~meet~~An ~~before~~audit ~~being~~includes ~~recognized~~examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Foreign~~In ~~Operations~~our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pretium Packaging, LLC and subsidiaries as of September 30, 2012 and 2011, and the results of their operations and their cash flows for the years ended September 30, 2012 and 2011 and the periods from February 17, 2010 to September 30, 2010 (Successor period) and from October 1, 2009 to February 16, 2010 (Predecessor period), in conformity with U.S. generally accepted accounting principles.

~~Our functional~~As ~~currency~~discussed isin note 1 to the ~~U.S. dollar,~~consolidated ~~except~~financial ~~for~~statements, ~~Pretium~~all ~~Canada~~of the Company's (“operations were acquired by Pretium ~~Canada”)~~Intermediate Holding, ~~whose~~LLC ~~functional~~on ~~currency~~the isclose ~~the~~of ~~Canadian~~business ~~dollar.~~on ~~Results~~February of16, ~~operations~~2010 ~~and~~in ~~cash~~a ~~flows~~transaction ~~are~~accounted ~~generally~~for ~~translated~~as ata ~~average~~business ~~exchange~~combination. As ~~rates during~~a result of the ~~period~~acquisition, ~~and~~the ~~assets~~consolidated ~~and~~financial ~~liabilities~~information ~~are~~for ~~translated~~the atperiods ~~end~~after ofacquisition ~~period~~is ~~exchange~~presented ~~rates.~~on ~~Translation~~a ~~adjustments~~different ~~resulting~~cost ~~from~~basis ~~this~~than ~~process~~that ~~are~~for ~~reported~~the asperiods abefore ~~component~~the ofacquisition ~~members’~~and, ~~equity.~~therefore, is not comparable.

~~Transaction~~/s/ ~~gains~~KPMG ~~and~~LLP ~~losses~~St. ~~that~~Louis, ~~arise~~MissouriNovember ~~from~~30, ~~exchange rate fluctuations on transactions and balances denominated in a currency other than the functional currency are generally included in the results of operations as incurred.~~ 2012

~~Fair Value of Financial Instruments and Other Intangibles~~ 30

~~The~~Table ~~carrying amounts in our consolidated balance sheets for debt at September 30, 2011 and 2010 are reported on an amortized cost basis, which approximates the fair value~~ of ~~the debt based on the borrowing rates available to us at those balance sheet dates for loans with similar terms and maturities.~~ Contents

~~The~~PRETIUM ~~carrying amounts of cash~~PACKAGING, ~~receivables, payables, and other current assets and liabilities approximate fair value because of the short term maturity of those instruments~~L.L.C. AND SUBSIDIARIES

36CONSOLIDATED BALANCE SHEETS

~~Table~~(in ~~of Contents~~thousands)

We measure fair value in accordance with accounting guidance that requires an entity to base fair value on an exit price and maximize the use of observable inputs and minimize the use of unobservable inputs when determining an exit price. Fair value is the price to sell an asset or transfer a liability between market participants at the measurement date. Fair value measurements assume the asset or liability is exchanged in an orderly manner; the exchange is in the principal market for that asset or liability (or in the most advantageous market when no principal market exists); and the market participants are independent, knowledgeable, able and willing to transact an exchange.



	September 30, 2012		September 30, 2011
Assets
Current assets:
Cash	$	913	$	1,156
Accounts receivable, net of allowances of $716 and $754	24,163		25,543
Inventories	23,895		24,017
Prepaid expenses and other assets	3,671		4,047
Deferred tax assets	669		642
Total current assets	53,311		55,405
Property, plant and equipment, net	72,410		77,172
Other assets:
Goodwill	40,561		40,354
Other intangibles, net	35,010		35,874
Deferred financing fees, net	6,738		8,688
Other non current assets	393		442
Total other assets	82,702		85,358
Total assets	$	208,423	$	217,935
Liabilities and Members' Equity
Current liabilities:
Current maturities of long-term debt	$	159	$	169
Accounts payable	22,363		21,570
Accrued expenses	6,254		5,727
Accrued interest and bank fees	8,672		8,711
Total current liabilities	37,448		36,177
Long-term liabilities:
Long-term debt, less current maturities	150,025		150,688
Deferred tax liabilities	9,610		8,691
Other long-term liabilities	683		806
Total long-term liabilities	160,318		160,185

Members' equity:
Members' equity	9,265		21,636
Accumulated other comprehensive income (loss)	1,392		(63		)
Total members' equity	10,657		21,573
Total liabilities and members' equity	$	208,423	$	217,935

~~Considerable~~See ~~judgment~~accompanying isnotes ~~required in interpreting market data used~~ to ~~develop~~consolidated ~~the~~financial ~~estimates of fair value~~statements. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value.

As described above, we evaluate our intangible and long-lived assets for impairment or recoverability and, if necessary, measure their fair value. Such fair value is determined in accordance with FASB ASC 820, Fair Value Measurements and Disclosures, using unobservable inputs or an income approach, which represent Level 3 inputs under FASB ASC 820. 31

~~Revenue~~Table ~~Recognition~~of Contents

~~Revenue~~PRETIUM ~~is recognized from product sales when there is persuasive evidence of an arrangement~~PACKAGING, ~~the price is fixed or determinable, the goods are shipped and the title and risk of loss pass to the customer, and collectability is reasonably assured~~L. ~~We record shipping and handling costs charged to customers in net sales, with the related expense recorded in cost of sales~~L. ~~Sales are recorded net of discounts, allowances and returns~~C. ~~Sales~~AND allowances are recorded as a reduction to sales in accordance with guidance under ASC 605-50, Customer Payments and Incentives. We pass resin cost adjustments to customers in the form of price adjustments on future quantities sold, typically subject to a one to four month timing delay, and there are no unbilled amounts reflected in our financial statements. SUBSIDIARIES

~~Recent~~CONSOLIDATED ~~Accounting~~STATEMENTS ~~Pronouncements~~OF OPERATIONS

In October 2009, the FASB issued Accounting Standards Update 2009-13, “Multiple-Deliverable Revenue Arrangements,” which amended ASC 605, “Revenue Recognition.” This guidance addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting, and how to allocate the consideration to each unit of accounting. In an arrangement with multiple deliverables, the delivered item(s) shall be considered a separate unit of accounting if the delivered items have value to the customer on a stand-alone basis. Items have value on a stand-alone basis if they are sold separately by any vendor or the customer could resell the delivered items on a stand-alone basis and if the arrangement includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in ~~the control of the vendor. We do not expect that adoption of this guidance will have a significant impact on the determination or reporting of our financial results.~~ thousands)

In January 2010, the FASB issued Accounting Standards Update 2010-06, “Improving Disclosures about Fair Value Measurements,” which amends ASC 820, “Fair Value Measurements and Disclosures.” This amendment requires new disclosures, including the reasons for and amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and separate presentation of purchases, sales, issuances and settlements in the reconciliation of activity for Level 3 fair value measurements. It also clarified guidance related to determining the appropriate classes of assets and liabilities and the information to be provided for valuation techniques used to measure fair value. This guidance with respect to significant transfers in and out of Levels 1 and 2 was effective for us in our interim and annual reporting periods beginning after December 15, 2009. Adoption of this portion of the guidance did not have a significant impact on the determination or reporting of our financial results. This guidance with respect to Level 3 fair value measurements is effective for us in our interim and annual reporting periods beginning after December 15, 2010. We do not expect that adoption of this guidance will have a significant impact on the determination or reporting of our financial results.



	Successor									Predecessor
							February 17, 2010 through September 30,			October 1, 2009 through February 16,
	Fiscal year ended September 30,
	Fiscal year ended September 30,
	2012			2011			2010			2010
Net sales	$	232,233		$	237,241		$	148,991		$	58,621
Cost of sales	200,715			205,931			129,149			49,125
Gross profit	31,518			31,310			19,842			9,496

Operating expenses:
Selling, general and administrative expenses	18,538			18,262			12,726			5,439
Restructuring expenses	—			2,473			6,684			—
Transaction-related fees and expenses	598			1,537			—			—
Loss (gain) on foreign currency exchange	27			(260		)	(197		)	(576		)
Depreciation	451			384			241			52
Amortization of intangibles	1,298			1,305			887			—
Bank related loan costs	—			—			—			917
Acquisition fees and expenses	—			—			10,770			1,184
Total operating expenses	20,912			23,701			31,111			7,016
Income (loss) from operations	10,606			7,609			(11,269		)	2,480
Other expenses:
Interest	19,649			16,339			8,200			7,007
Loss on extinguishment of debt	—			5,470			—			—
Total other expenses	19,649			21,809			8,200			7,007
Loss before income tax provision (benefit)	(9,043		)	(14,200		)	(19,469		)	(4,527		)
Income tax provision (benefit)	2,539			1,958			164			(365		)
Net loss	$	(11,582	)	$	(16,158	)	$	(19,633	)	$	(4,162	)

37See accompanying notes to consolidated financial statements.

~~Table of Contents~~32

InTable ~~December 2010, the FASB issued Accounting Standards Update 2010-29, “Business Combinations (Topic 805): Disclosure~~ of Supplementary Pro Forma Information for Business Combinations.” The amendments in this update clarify the acquisition date that should be used for reporting the pro forma financial information disclosures in Topic 805 when comparative financial statements are presented. The amendments also improve the usefulness of the pro forma revenue and earnings disclosures by requiring a description of the nature and amount of material, nonrecurring pro forma adjustments that are directly attributable to the business combination(s). The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. We do not expect that adoption of this guidance will have a significant impact on the determination or reporting of our financial results. Contents

~~ITEM~~PRETIUM 7APACKAGING, ~~QUANTITATIVE~~L.L.C. AND ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~SUBSIDIARIES

WeCONSOLIDATED ~~are~~STATEMENTS ~~exposed~~OF toCOMPREHENSIVE ~~market~~INCOME ~~risk in connection with changes in foreign exchange rates and interest rates, primarily in connection with interest on our outstanding balances under the Notes and on our ABL Facility.~~ (LOSS)

~~Foreign~~(in ~~Exchange Risk~~ thousands)

We are exposed to fluctuations in foreign currency cash flows related to our Canadian operations, intercompany product shipments and intercompany loans. Additionally, we are exposed to volatility in the translation of foreign currency earnings to U.S. dollars. Primary exposures include the U.S. dollar versus functional currencies of our major markets, which include the Canadian dollar. We assess foreign currency risk based on transactional cash flows, identify naturally offsetting positions and purchase hedging instruments to protect anticipated exposures. We do not consider the potential loss arising from a hypothetical 10% adverse change in quoted foreign currency exchange rates, as of September 30, 2011, to be material.



	Successor									Predecessor
							February 17, 2010 through September 30,			October 1, 2009 through February 16,
	Fiscal year ended September 30,
	Fiscal year ended September 30,
	2012			2011			2010			2010
Comprehensive Income (Loss):
Net loss	$	(11,582	)	$	(16,158	)	$	(19,633	)	$	(4,162	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net	1,455			(386		)	323			381
Total Comprehensive Income (Loss)	$	(10,127	)	$	(16,544	)	$	(19,310	)	$	(3,781	)

~~Interest~~See ~~Rate~~accompanying ~~Risk~~notes to consolidated financial statements.

We are exposed to interest rate volatility with regard to the current existing issuances of variable rate debt. Primary exposure includes movements in the U.S. prime rate and LIBOR. We manage interest rate risk by incurring a mix of indebtedness bearing interest at both floating and fixed rates at inception and maintain an ongoing balance between floating and fixed rates on this mix of indebtedness through the use of interest rate swaps when necessary. At September 30, 2011, approximately 0.3%, or $0.5 million of our debt was floating rate debt and the weighted average interest rate for all debt was 11.5%. For the fiscal year ended September 30, 2011, a hypothetical 100 basis points change in interest rate would have increased interest expense by less than $0.1 million. 33

~~ITEM~~Table 8of ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Contents

	Page(s)
Index to Financial Statements
Reports of Independent Registered Public Accounting Firms		39
Consolidated Financial Statements:
Balance Sheets as of September 30, 2011 and 2010		41
Statements of Operations, Fiscal year ended September 30, 2011, February 17, 2010 to September 30, 2010, October 1, 2009 to February 16, 2010 and fiscal year ended September 30, 2009		42
Statement of Changes in Members’ Equity/(Deficit), Fiscal year ended September 30, 2011, February 17, 2010 to September 30, 2010, October 1, 2009 to February 16, 2010 and fiscal year ended September 30, 2009		43
Statements of Cash Flows, Fiscal year ended September 30, 2011, February 17, 2010 to September 30, 2010, October 1, 2009 to February 16, 2010 and fiscal year ended September 30, 2009		44
Notes to Consolidated Financial Statements		46

PRETIUM PACKAGING, L.L.C. AND SUBSIDIARIES

38CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY (DEFICIT)

~~Table~~(in ~~of Contents~~thousands)

Report of Independent Registered Public Accounting Firm



	Members’ Equity (Deficit)			Accumulated Other Comprehensive Income (loss)			Total Members’ Equity (Deficit)
Predecessor:
Balance at September 30, 2009	$	(44,888	)	$	7,241		$	(37,647	)
Cumulative effect of adoption of the uncertain tax position provisions of ASC 740, Income Taxes	300						300
Net loss	(4,162		)				(4,162		)
Other comprehensive income				381			381
Balance at February 16, 2010	$	(48,750	)	$	7,622		$	(41,128	)
Successor:
Members’ Investment	$	87,398					$	87,398
Net loss	(19,633		)				(19,633		)
Other comprehensive income				323			323
Balance at September 30, 2010	$	67,765		$	323		$	68,088
Members’ investment	$	950					$	950
Distribution	(30,900		)				(30,900		)
Repurchase of former members’ investment, net of distributions	(21		)				(21		)
Net loss	(16,158		)				(16,158		)
Other comprehensive loss				(386		)	(386		)
Balance at September 30, 2011	$	21,636		$	(63	)	$	21,573
Effect of establishing deferred tax liability on equipment contributed to PVC	(789		)				(789		)
Net loss	(11,582		)				(11,582		)
Other comprehensive income				1,455			1,455
Balance at September 30, 2012	$	9,265		$	1,392		$	10,657

~~The~~See ~~Board~~accompanying ofnotes ~~Directors~~to consolidated financial statements.

~~Pretium Packaging, LLC:~~ 34

WeTable ~~have audited the accompanying consolidated balance sheets~~ of Pretium Packaging, LLC and subsidiaries (the Company) as of September 30, 2011 and 2010, and the related consolidated statements of operations, changes in members’ equity (deficit), and cash flows for the year ended September 30, 2011 and the periods from February 17, 2010 to September 30, 2010 (Successor period) and from October 1, 2009 to February 16, 2010 (Predecessor period). These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. Contents

WePRETIUM conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examiningPACKAGING, ~~on a test basis, evidence supporting the amounts and disclosures in the financial statements~~L. ~~An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation~~L. ~~We believe that our audits provide a reasonable basis for our opinion~~C. AND SUBSIDIARIES

InCONSOLIDATED ~~our~~STATEMENTS ~~opinion,~~OF ~~the~~CASH consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pretium Packaging, LLC and subsidiaries as of September 30, 2011 and 2010, and the results of their operations and their cash flows for the year ended September 30, 2011 and for the periods from February 17, 2010 to September 30, 2010 (Successor period) and from October 1, 2009 to February 16, 2010 (Predecessor period), in conformity with U.S. generally accepted accounting principles. FLOWS

~~As discussed~~ (in note 1 to the consolidated financial statements, all of the Company’s operations were acquired by Pretium Intermediate Holding, LLC on the close of business on February 16, 2010 in a transaction accounted for as a business combination. As a result of the acquisition, the consolidated financial information for the periods after acquisition is presented on a different cost basis than that for the periods before the acquisition and, therefore, is not comparable. thousands)

/s/ KPMG LLP St. Louis, Missouri December 19, 2011



	Successor									Predecessor
							February 17,			October 1,
	Fiscal year ended						2010 through			2009 through
	September 30,						September 30,			February 16,
	2012			2011			2010			2010
Cash Flows From Operating Activities
Net loss	$	(11,582	)	$	(16,158	)	$	(19,633	)	$	(4,162	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	14,821			13,403			7,459			3,115
Amortization of intangibles	1,298			1,305			887			—
Amortization of deferred financing fees	1,966			1,331			439			917
Previously deferred acquisition related costs	—			—			—			597
Noncash interest expense	—			668			591			3,353
Noncash charges on extinguishment of debt	—			3,634			—			—
Unrealized foreign exchange rate gains	—			—			—			(346		)
Deferred taxes	53			983			(6		)	(438		)
Changes in assets and liabilities:
Accounts receivable	1,644			1,380			(2,007		)	875
Inventories	451			(4,934		)	6,997			(960		)
Prepaid expenses and other assets	465			(503		)	(526		)	738
Accounts payable and accrued expenses	1,037			(3,034		)	2,648			(3,864		)
Accrued interest and bank fees	(39		)	6,904			—			—
Other	(101		)	67			(110		)	91
Net cash provided by (used in) operating activities

Filing Compare · PRETIUM PACKAGING L L C