TheTable components of restructuring liabilities by reportable segment, including certain amounts not allocated to a segment, at September 30, 2010 and March 31, 2011 and the change in the liabilities during the six months ended March 31, 2011 were as follows: Contents

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TheTable components of restructuring liabilities by reportable segment, including certain amounts not allocated to a segment, at September 30, 2010 and March 31, 2011 and the change in the liabilities during the six months ended March 31, 2011 were as follows: Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended:

March 31, ~~2011~~2013

Commission File Number	Registrant and State of Incorporation Address ~~and~~andTelephone ~~Telephone~~ Number	I.R.S. Employer Identification ~~Number~~No.
333-172764-01	BWAY ~~INTERMEDIATE~~Intermediate ~~COMPANY~~Company, ~~INC~~Inc. ~~(Delaware) 8607 Roberts Drive, Suite 250 Atlanta, Georgia 30350-2237 (770) 645-4800~~	27-2594571
	(Delaware)
	8607 Roberts Drive, Suite 250
	Atlanta, Georgia 30350-2237
	(770) 645-4800

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

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

þ Yes ¨ No

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

Large ~~Accelerated~~accelerated ~~Filer~~filer ¨ Accelerated ~~Filer~~filer ¨ Non-~~Accelerated~~accelerated ~~Filer~~filer xþ Smaller ~~Reporting~~reporting ~~Company~~company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes xþ No

As of May 1214, ~~2011~~2013, ~~the~~ ~~registrant~~there ~~had~~were ~~a total of~~ 1,000 shares of common stock, $0.01 par value, ~~per~~outstanding, ~~share~~all ~~common~~of ~~stock~~which ~~outstanding~~were owned by BWAY Parent Company, Inc.

BWAY INTERMEDIATE COMPANY, INC.

Quarterly Report on Form 10-Q

For the quarterly period ended March 31, ~~2011~~2013

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Operations	2
	Unaudited Condensed Consolidated Statements of Cash Flows	3
	Notes to Unaudited Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	36
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	39
Item 6.	Exhibits	42

PART I

FINANCIAL INFORMATION


Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income	2
	Unaudited Condensed Consolidated Statements of Cash Flows	3
	Notes to Unaudited Condensed Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32

Item 4.	Controls and Procedures	33

PART II

OTHER INFORMATION

PRESENTATION

Effective June 16, 2010, BWAY Intermediate Company, Inc. (“BWAY Intermediate” or “Successor”), acquired BWAY Holding Company (“BWAY Holding” or “Predecessor”) as a result of the merger of Picasso Merger Sub, Inc. (“Merger Sub”), a 100% owned subsidiary of BWAY Intermediate, with and into BWAY Holding, which is the surviving company, pursuant to an agreement and plan of merger dated March 28, 2010 (the “Merger”). BWAY Intermediate is a 100% owned subsidiary of BWAY Parent Company, Inc. (“BWAY Parent”), which is owned by investment entities (“MDP Investment Funds”) affiliated with Madison Dearborn Partners, LLC (“MDP”) and certain members of BWAY Holding’s management (“Management Investors”). The Merger and related transactions are sometimes referred to collectively as the “Transactions.” BWAY Parent, Merger Sub and BWAY Intermediate are Delaware corporations formed in connection with the Merger. BWAY Holding is a Delaware corporation formed in 2002.

In this document, “we,” “our,” “us” and “the Company” refer to the combination of Successor and Predecessor, unless otherwise indicated or apparent from the context.

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

BWAY Intermediate Company, Inc. and Subsidiaries

($ in millions, except par value)	March 31,2011					September 30,2010
($ in millions, except per share data)	March 31,2013				December 31,2012
Assets
Current assets
Cash and cash equivalents	$	$6.9	~~5.0~~		$	2.2	$	~~101.3~~
Accounts receivable, net of allowance for doubtful accounts of $0.6 and $0.5			156.5					121.0
Accounts receivable, net of allowance for doubtful accounts of $0.9 at March 31, 2013 and $0.7 at December 31, 2012		176.5				102.3
Inventories, net			144.9					106.1
Inventories		145.6				125.5
Other current assets		75.8	~~35.7~~			62.6		~~26.5~~
Total current assets		404.8	~~342.1~~			292.6		~~354.9~~
Property, plant and equipment, net		382.9	~~183.1~~			278.6		~~163.7~~
Goodwill		585.1	~~432.8~~			491.0		~~407.4~~
Other intangible assets, net		708.4	~~405.0~~			635.1		~~405.9~~
Other assets			34.3					31.1
Deferred debt issuance costs		27.6				19.7
Total assets		$	1,397.3				$	1,363.0
Other assets		6.4				4.1
Liabilities and Stockholder’s Equity
Total assets	$	2,115.2			$	1,721.1
Current liabilities
Liabilities and Stockholder’s Equity
Accounts payable		$	139.0				$	133.1
Current liabilities
Other current liabilities			45.3					54.0
Accounts payable	$	105.5			$	72.8
Current portion of long-term debt			5.1					4.9
Other current liabilities		63.0				41.8
Total current liabilities			189.4					192.0
Current portion of long-term debt		7.3				4.7
Long-term debt			715.9					683.8
Total current liabilities		175.8				119.3
Deferred tax liabilities			167.4					158.4
Long-term debt		970.2				693.7
Other liabilities			46.3					47.2
Deferred tax liabilities		348.0				290.6
Total liabilities			1,119.0					1,081.4
Other liabilities		44.0				43.3
Commitments and contingencies (Note 13)
Total liabilities		1,538.0				1,146.9
Stockholder’s equity
Commitments and contingencies (Note 15)
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding			–					–
Stockholder’s equity
Additional paid-in capital			298.8					294.1
Common stock, $0.01 par value, authorized 1,000 shares; issued and outstanding 1,000 shares at March 31, 2013 and December 31, 2012		–				–
Retained deficit			(20.4	)				(11.2	)
Additional paid-in capital		579.3				578.1
Accumulated other comprehensive loss			(0.1	)				(1.3	)
Accumulated deficit		(1.8	)			(4.4	)
Total stockholder’s equity			278.3					281.6
Accumulated other comprehensive (loss) income		(0.3	)			0.5
Total liabilities and stockholder’s equity		$	1,397.3				$	1,363.0
Total stockholder’s equity		577.2				574.2
Total liabilities and stockholder’s equity	$	2,115.2			$	1,721.1

The accompanying notes are an integral part of the condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

BWAY Intermediate Company, Inc. and Subsidiaries (and Predecessor)

	Three Months Ended										Six Months Ended
	Successor				Predecessor
	Successor							Predecessor			Successor				Predecessor
($ in millions)	Three MonthsEnded March 31,2013				Three MonthsEnded March 31,2012
($ in millions)	March 31,2011							March 31,2010			March 31,2011				March 31,2010
Net sales	$	354.0			$	309.7
Net sales		$	302.3						$	248.0		$	543.0			$	467.0
Costs and expenses
Costs and expenses
Cost of products sold (excluding depreciation and amortization)		297.5				261.3
Cost of products sold (excluding depreciation and amortization)			257.5							207.9			475.9				394.8
Depreciation and amortization		23.6				21.7
Depreciation and amortization			22.0							13.1			43.7				26.8
Selling and administrative		9.1				6.2
Selling and administrative			4.3							5.0			10.0				10.7
Restructuring		1.6				0.9
Restructuring			0.5							0.7			0.8				2.7
Interest		13.8				12.5
Interest, net			13.9							8.8			27.6				17.7
Business acquisition costs		4.7				–
Merger transaction costs			–							5.0			–				5.0
Management fee		1.3				–
Business acquisition costs			0.1							–			0.6				0.5
Gain on disposition of equipment		–				(9.8	)
Other		(0.2	~~(0.4~~)	)		(1.1	)			~~0.4~~			~~(1.5~~	)			~~0.8~~
Total costs and expenses		351.4	~~297.9~~			291.7				~~240.9~~			~~557.1~~				~~459.0~~
Income (loss) before income taxes			4.4							7.1			(14.1	)			8.0
Income before income taxes		2.6				18.0
Provision for (benefit from) income taxes			2.9							2.7			(4.9	)			2.8
Provision for income taxes		–				6.1
Net income (loss)		$	1.5						$	4.4		$	(9.2	)		$	5.2
Net income	$	2.6			$	11.9
Comprehensive income	$	1.8			$	11.5

The accompanying notes are an integral part of the condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

BWAY Intermediate Company, Inc. and Subsidiaries (and Predecessor)

	Six Months Ended
	Successor			Predecessor
	Successor						Predecessor
($ in millions)	Three MonthsEnded March 31,2013			Three MonthsEnded March 31,2012
($ in millions)	March 31, 2011						March 31, 2010
Cash Flows from Operating Activities
Cash Flows from Operating Activities
Net income	$	2.6		$	11.9
Net (loss) income	$	(9.2	)				$	5.2
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net (loss) income to net cash used in operating activities
Depreciation		12.9			10.5
Depreciation		20.5						18.9
Amortization of other intangibles		10.7			11.2
Amortization of other intangible assets		23.2						7.9
Amortization of debt issuance costs		1.2			1.2
Amortization of debt issuance costs		2.1						1.1
Amortization of debt (premium) discount, net		(0.8	)		0.2
Accretion of debt discount		0.4						2.2
Non-cash charge related to increased inventory value		0.8			–
Debt issuance costs not capitalized		0.4						–
Net gain on disposition of equipment		–			(9.8	)
Gain on disposition of property, plant and equipment		–						(0.1	)
Unrealized foreign currency gain		–			(0.9	)
Deferred income taxes		~~0.9~~–			0.1			–
Stock-based compensation expense		~~0.7~~–			0.4			~~0.4~~
Change in operating assets and liabilities, net of effects of business acquisitions:
Other		0.3			(0.2	)
Accounts receivable		(23.7	)					(25.9	)
Change in operating assets and liabilities, net of acquisitions:
Inventories		(14.7	)					(17.1	)
Accounts receivable		(50.4	)		(31.3	)
Accounts payable		(4.6	)					24.0
Inventories		9.9			7.6
Other assets		(1.9	)					(2.2	)
Accounts payable		22.3			23.8
Accrued and other liabilities		(12.9	)					(5.0	)
Other assets		(4.0	)		(1.2	)
Income taxes, net		(2.1	)					(9.8	)
Accrued and other liabilities		11.1			7.3
Net cash used in operating activities		(20.9	)					(0.4	)
Income taxes, net		(1.1	)		6.8
Cash Flows from Investing Activities
Net cash provided by operating activities		15.5			37.6
Capital expenditures		(18.5	)					(12.4	)
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		(47.1	)					(32.3	)
Capital expenditures		(13.8	)		(7.8	)
Other		–						0.2
Cash paid for acquisitions, net of cash acquired		(266.2	)		–
Net cash used in investing activities		(65.6	)					(44.5	)
Net proceeds from disposition of equipment		–			12.2
Cash Flows from Financing Activities
Other		–			0.1
Proceeds from additional credit facility borrowings		24.9						–
Net cash (used in) provided by investing activities		(280.0	)		4.5
Repayment of credit facility borrowings		(2.5	)					(6.6	)
Cash Flows from Financing Activities
Proceeds from revolving credit facility borrowings		63.5						–
Proceeds from issuance of secured debt		261.0			–
Repayment of revolving credit facility borrowings		(54.0	)					–
Repayments of secured debt		(1.8	)		–
Repayment of acquired debt related to business acquisitions		(33.2	)					–
Proceeds from revolving credit facility borrowings		72.1			14.5
Increase in unpresented bank drafts in excess of cash available for offset		0.7						–
Repayments of revolving credit facility borrowings		(51.4	)		(32.0	)
Principal repayments under capital lease obligations		(0.73	)		(0.2	)		~~(0.3~~	)
Proceeds from stock option exercises		–						1.6
Payment of debt issuance costs		(9.1	)		–
Excess tax benefit related to share-based payments		–						0.2
Dividend paid to Parent		(1.6	)		–
Payment of debt issuance costs		(6.4	)					–
Net cash provided by (used in) financing activities		268.9			(17.7	)
Net cash used in financing activities		(7.7	)					(5.1	)
Effect of exchange rate changes on cash and cash equivalents		0.3			–
Effect of exchange rate changes on cash and cash equivalents		(2.1	)					0.6
Net increase in cash and cash equivalents		4.7			24.4
Net decrease in cash and cash equivalents		(96.3	)					(49.4	)
Cash and cash equivalents, beginning of period		2.2			4.7
Cash and cash equivalents, beginning of period		101.3						88.7
Cash and cash equivalents, end of period	$	6.9		$	29.1
Cash and cash equivalents, end of period	$	5.0					$	39.3

The accompanying notes are an integral part of the condensed consolidated financial statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~FINANCIAL~~BWAY ~~STATEMENTS~~Intermediate Company, Inc. and Subsidiaries (and Predecessor)

~~BWAY Intermediate Company, Inc~~1. ~~and Subsidiaries~~ General

1.Basis ~~GENERAL~~of Presentation

~~Principles~~The accompanying unaudited condensed consolidated financial statements include the accounts of BWAY Intermediate Company, Inc. (“BWAY Intermediate”) and its subsidiaries, each 100% owned, including ~~Consolidation~~BWAY Holding Company (“BWAY Holding”). All intercompany accounts and ~~Basis~~transactions ofhave ~~Presentation~~been eliminated in consolidation. Unless the context specifies otherwise, references to “the Company,” “we,” “us” or “our,” relate to BWAY Intermediate and its subsidiaries on a consolidated basis.

~~The~~BWAY ~~accompanying~~Intermediate ~~unaudited~~is ~~condensed~~a ~~consolidated~~100% ~~financial~~owned subsidiary ~~statements~~ of BWAY ~~Intermediate~~ Parent Company, Inc. (“BWAY ~~Intermediate~~Parent” ~~or “Successor”~~). ~~include~~Effective ~~the~~November 5, ~~accounts of BWAY Holding Company (“BWAY Holding” or “Predecessor”) and its direct and indirect subsidiaries~~2012, ~~each 100% owned.~~ BWAY ~~Holding~~ isParent awas ~~100%~~acquired ~~owned~~by ~~subsidiary~~certain ofprivate ~~BWAY~~equity ~~Intermediate,~~investment ~~which~~vehicles issponsored aby ~~100%~~Platinum ~~owned subsidiary of BWAY Parent Company~~Equity, ~~Inc.~~LLC (“~~BWAY Parent~~Platinum”). Inand ~~these~~certain ~~notes,~~members of ~~unless~~management. ~~the~~See ~~context~~Note ~~specifies otherwise~~2, we“Acquisition ~~refer~~of to BWAY ~~Intermediate~~Parent ~~and~~by ~~its~~Platinum” ~~direct and~~for ~~indirect~~a ~~subsidiaries~~discussion ~~collectively,~~of ~~notwithstanding any designation as Predecessor or Successor, as “~~the ~~Company,”~~ “~~we,”~~Platinum ~~“us” or “our~~Merger.”

BWAY ~~Parent~~Intermediate iscontinued ~~owned~~as bythe ~~investment~~same ~~entities~~legal ~~(“MDP~~entity ~~Investment~~following ~~Funds”)~~the ~~affiliated~~Platinum ~~with~~Merger. ~~Madison Dearborn Partners~~However, ~~LLC,~~due ato ~~private equity~~the ~~investment~~change ~~firm based~~ in ~~Chicago,~~control ~~Illinois (“MDP”), and certain members~~ of BWAY ~~Holding’s management (“Management Investors”). Effective June 16~~Parent, the ~~2010,~~assets ~~BWAY~~and ~~Parent~~liabilities ~~acquired~~of ~~BWAY Holding through~~ the ~~merger~~Company ~~of Picasso~~were ~~Merger~~recorded ~~Sub,~~at ~~Inc.~~their ~~(“Merger~~estimated ~~Sub”),~~fair avalue ~~100%~~as ~~owned subsidiary~~ of ~~BWAY Intermediate, with and into BWAY Holding, which is~~ the ~~surviving~~acquisition ~~corporation,~~date. ~~pursuant~~The toaccompanying anunaudited ~~agreement~~condensed ~~and~~consolidated ~~plan~~financial ofstatements ~~merger~~are ~~dated~~presented ~~March 28,~~as ~~2010~~“Predecessor” ~~(the~~or “~~Merger~~Successor”). ~~We sometimes refer~~ to ~~the~~indicate ~~Merger~~whether ~~and~~they ~~related~~relate ~~transactions~~to as the ~~“Transactions.”~~period ~~BWAY~~preceding ~~Parent,~~the ~~BWAY~~Platinum ~~Intermediate and~~ Merger ~~Sub~~(through ~~were~~November 5, ~~formed~~2012 ~~solely~~excluding ~~to complete~~ the ~~Merger.~~effects ~~See Note 3, “Acquisition~~ of ~~BWAY~~the ~~Holding Company”~~merger) ofor ~~Notes~~the toperiod ~~Consolidated~~succeeding ~~Financial Statements included in~~ the ~~Registration~~Platinum ~~Statement~~Merger, ~~(as defined below)~~respectively.

The ~~Transactions~~ ~~were~~unaudited ~~accounted~~condensed ~~for~~consolidated asfinancial astatements ~~business~~and ~~combination~~these innotes ~~accordance~~should ~~with~~be ~~applicable~~read ~~accounting~~in ~~guidance,~~conjunction ~~whereby~~with the ~~purchase~~audited ~~price~~consolidated financial ~~paid~~statements toincluded ~~effect~~in ~~the~~our ~~Transactions~~Annual ~~was~~Report ~~allocated~~on toForm ~~record~~10-K ~~acquired~~for ~~assets~~the ~~and~~fiscal ~~assumed~~year ~~liabilities~~ended atSeptember 30, ~~fair~~2012 ~~value as of~~ (the ~~acquisition~~“Annual ~~date.~~Report”) Atand ~~March~~the ~~31,~~unaudited ~~2011,~~financial ~~the~~statements ~~measurement~~included ~~period~~in ~~had~~our ~~not~~transition ~~concluded~~report ~~and~~on ~~the~~Form ~~purchase~~10-Q ~~price~~for ~~allocation~~the isperiod ended ~~subject~~December 31, to2012 ~~change~~(the in“Transition ~~certain circumstances~~Report”).

The ~~unaudited~~ condensed consolidated ~~financial~~balance ~~statements~~sheet ~~and~~data ~~these notes should be read in conjunction with our audited consolidated financial statements~~ as of ~~and for the fiscal year ended~~ ~~September~~December 3031, ~~2010,~~2012 ~~which are~~ included inherein ~~the~~was ~~registration~~derived ~~statement~~from ~~on Form S-4 that we filed with~~ the ~~Securities and Exchange Commission (the “SEC”) on March 11, 2011 (the “Registration Statement”). The~~ unaudited condensed consolidated financial statements ~~include~~included ~~all~~in ~~normal recurring adjustments necessary for a fair presentation of~~ the ~~financial~~Transition ~~position~~Report, ~~results~~but ofsuch ~~operations~~condensed ~~and~~data ~~cash~~does ~~flows~~not ~~for~~include ~~the~~all ~~periods presented. Certain information and footnote~~ disclosures, ~~including~~required ~~critical~~by ~~and significant~~ accounting ~~policies, normally included in financial statements prepared in accordance with accounting~~ principles generally accepted in the United States of America ~~have~~(“GAAP”) ~~been~~for ~~condensed~~audited orfinancial ~~omitted~~statements.

~~Our~~Management ~~fiscal~~believes ~~year~~that ~~ends~~the unaudited oncondensed ~~September 30~~consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures, including critical and significant accounting policies, normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Results of operations and cash flows for interim periods presented in the unaudited condensed consolidated financial statements are not necessarily indicative of results of operations and cash flows for the full fiscal year.

InEffective ~~these~~February 8, ~~notes~~2013, we ~~refer~~changed to our fiscal ~~periods~~year ~~when~~end wefrom ~~reference~~September 30 orto ~~discuss~~December 31. aThe accompanying unaudited condensed consolidated financial statements cover the predecessor period from January 1, 2012 to March 31, 2012 and the successor period from January 1, 2013 to March 31, 2013. Our 2013 fiscal year orwill ~~quarter~~cover the period from January 1, ~~unless~~2013 ~~otherwise~~to ~~indicated~~December 31, 2013.

Business and Segment Information

BWAY Parent, BWAY Intermediate and BWAY Holding are holding companies that do not have independent operations. Our operating subsidiary, BWAY Corporation (“BWAY”), ~~the operating subsidiary of BWAY Holding,~~ and its subsidiaries manufacture and distribute metal and rigid plastic containers primarily to manufacturers of industrial and consumer products for use as packaging. WeBWAY ~~have~~is ~~operations~~a in100% ~~the~~owned ~~United~~subsidiary ~~States,~~of ~~Puerto~~BWAY ~~Rico and Canada, and we sell primarily to customers located in these geographic markets~~Holding. ~~We report our operations in two business segments: metal packaging and plastic packaging (see Note 14, “Business Segments”).~~

Recently Issued Accounting Standards

There have been no developments to recently issued accounting standards not yet adopted, including the expected dates of adoption and estimated effects on our consolidated financial statements, from those disclosed in the Registration Statement.

2.We ~~RECENT~~have ~~ACQUISITIONS~~operations in the United States, Puerto Rico and Canada, and we sell primarily to customers located in these geographic markets.

~~See “Business~~We ~~Combinations”~~report ~~under~~our ~~Note~~operations 2,in ~~“Summary~~two ofbusiness ~~Significant~~segments: ~~Accounting~~metal ~~Policies”~~packaging ofand ~~Notes~~plastic packaging. toSee ~~Consolidated~~Note ~~Financial~~16, ~~Statements~~“Business ~~included in the Registration Statement~~Segments.”

~~Financial~~Recently ~~information~~Adopted ~~related~~Accounting toStandards ~~the following acquisitions is included in these condensed consolidated financial statements from the applicable acquisition date.~~

~~Phoenix~~In ~~Container~~February 2013, amendments to the existing accounting guidance were issued requiring the company to present, either on the face of the financial statements or in the notes, the effect of significant amounts reclassified in their entirety from each component of accumulated other comprehensive income based on the source into net income during the reporting period. For amounts not required to be reclassified in their entirety, the company is required to cross-reference to other disclosures that provide additional details about those reclassifications. The new guidance was effective for us on a prospective basis as of January 1, 2013 and did not have a material effect on our consolidated financial statements.

OnRelated ~~December 20,~~Party ~~2010,~~Transactions we acquired Phoenix Container, Inc. (“Phoenix Container”) in a stock purchase transaction for $39.5 million in cash, which was net of cash acquired and which was funded with available cash on hand and borrowings under our credit facility. The amount includes $6.1 million of assumed debt, which was outstanding immediately preceding the acquisition and which we repaid at closing. Phoenix Container, headquartered in North Brunswick, New Jersey, manufactures a wide range of steel pails used for packaging industrial and consumer products. We believe that this acquisition will provide several strategic and financial benefits to us and it is consistent with our acquisition strategy. Phoenix Container is included in our metal packaging segment.

WeCorporate ~~have~~Advisory ~~recorded~~Services ~~the~~Agreement acquired net assets at fair value in accordance with applicable accounting guidance. Our initial purchase price allocation was incomplete for certain items at December 31, 2010. We revised our estimate of fair value for those items and adjusted our purchase price allocation during the quarter ended March 31, 2011. The adjustment resulted in a $2.6 million increase in property, plant and equipment, a $7.0 million increase in intangible assets subject to amortization, a $4.2 million increase in deferred tax liabilities and a $5.4 million decrease in goodwill. The impact of the adjustment on previously recognized depreciation and amortization was immaterial. The allocation period for the acquisition remains open.

WeBWAY ~~allocated~~Parent ~~goodwill~~is ~~and~~party ~~intangible assets subject~~ to ~~amortization~~a ofCorporate ~~Phoenix~~Advisory ~~Container~~Services toAgreement ~~the~~with ~~metal~~Platinum ~~packaging~~Equity ~~segment.~~Advisors, ~~See~~LLC ~~Note~~(“PE 7Advisors”), ~~“Goodwill~~ ~~and~~an ~~Other~~affiliate ~~Intangible~~of ~~Assets”~~Platinum. ~~Goodwill~~Under ~~related~~the toagreement, ~~this~~PE ~~acquisition~~Advisors ~~consists~~will ~~largely~~provide ofBWAY Intermediate ~~synergies~~ and ~~economies~~its ofsubsidiaries ~~scale~~with ~~expected~~a ~~from~~variety ~~the integration~~ of ~~the~~consulting ~~acquired~~and ~~business~~other ~~into~~services ~~our~~for ~~existing~~an ~~operations.~~annual ~~The~~management ~~goodwill~~fee ~~recognized is~~and ~~not~~the ~~deductible~~reimbursement ~~for~~of ~~U.S.~~out-of-pocket ~~income tax purposes~~expenses. WeDuring ~~have estimated~~ the ~~useful~~period ~~life~~ended ofMarch ~~trade~~31, ~~names~~2013, ~~and~~PE ~~customer~~Advisors ~~relationships~~was atpaid 3$5.0 ~~years~~million ~~and~~for 14their ~~years,~~2013 annual ~~respectively~~management fee.

~~Plastican~~Transaction Fee

OnDuring ~~October 8,~~the ~~2010,~~period weended ~~acquired~~March ~~Plastican~~31, ~~Inc. (“Plastican”) in a stock purchase transaction for $40.8 million in cash~~2013, ~~which~~the ~~was~~Company ~~funded~~paid ~~with~~PE ~~available~~Advisors ~~cash on hand, and includes~~ $275.10 million offor ~~assumed~~transaction ~~debt,~~advisory ~~which~~services ~~was~~in ~~outstanding~~connection ~~immediately~~with ~~preceding~~ the ~~acquisition~~Ropak ~~and~~Acquisition ~~which~~(as ~~we repaid~~defined atand ~~closing.~~discussed ~~Plastican, headquartered~~ in ~~Leominster,~~Note ~~Massachusetts~~3, ~~is a manufacturer of highly engineered rigid plastic packaging, covers and gaskets. We believe that this acquisition will provide several strategic and financial benefits to~~“Recent ~~us and it is consistent with our acquisition strategy~~Acquisitions”). ~~Plastican is included in our plastic packaging segment.~~

WeFederal ~~have~~Income ~~recorded the~~Taxes acquired net assets at fair value in accordance with applicable accounting guidance. Our initial purchase price allocation for this acquisition was incomplete for certain items at December 31, 2010. We revised our estimate of fair value for those items and adjusted our purchase price allocation during the quarter ended March 31, 2011. The adjustment resulted in a $0.2 million increase in current assets, a $2.0 million increase in intangible assets subject to amortization and a $2.2 million decrease in goodwill. The impact of the adjustment on previously recognized amortization was immaterial. The allocation period for the acquisition remains open.

WeFor ~~allocated~~the ~~goodwill~~Predecessor ~~and~~periods, ~~intangible~~BWAY ~~assets~~Intermediate ~~subject~~and toits ~~amortization~~domestic ofsubsidiaries ~~Plastican~~are toincluded in the ~~plastic~~consolidated ~~packaging~~federal ~~segment~~income tax returns of BWAY Parent. ~~See~~For ~~Note~~the 7Successor periods, ~~“Goodwill~~BWAY Intermediate and ~~Other~~its domestic ~~Intangible~~subsidiaries ~~Assets.”~~are ~~Goodwill~~included ~~related~~in tothe ~~this acquisition~~consolidated ~~consists~~federal ~~largely~~income tax returns of ~~synergies~~BOE ~~and~~Holding ~~economies~~(as ofdefined ~~scale~~below), ~~expected~~BWAY ~~from~~Parent’s ~~the~~indirect ~~integration~~parent ofcompany. ~~the~~The ~~acquired~~companies ~~businesses~~file ~~into~~state ~~our~~tax ~~existing~~returns on a consolidated, combined or separate basis depending on applicable tax laws.

For the period ended March 31, 2013, we increased stockholder’s equity by $2.8 million related to non-cash contributions from BWAY Parent in the form of income tax deductions utilized to reduce our taxable income. For the period ended March 31, 2012, we increased stockholder’s equity by $0.7 million related to non-cash contributions from BWAY Parent in the form of income tax deductions utilized to reduce our taxable income.

Subsequent Events

On May 13, 2013 BOE Intermediate Holding Corporation (“BOE Intermediate”), a holding company and the parent of BWAY Parent completed a private placement offering of $285.0 million aggregate principal amount of 9.00%/9.75% senior PIK toggle notes due 2017 (the “BOE PIK Notes”). The BOE PIK Notes are not secured by our assets, and we are not a guarantor of the notes. The proceeds of the offering are intended to pay a special dividend to the stockholders of BOE Intermediate’s direct parent, BOE Holding Corporation (“BOE Holding”), and to pay certain costs and expenses related to the offering.

2.	Acquisition of BWAY Parent by Platinum

Effective November 5, 2012, pursuant to an Agreement and Plan of Merger dated as of October 2, 2012, (the “Merger Agreement”) BOE Merger Corporation (“BOE Merger”) merged with and into BWAY Parent, with the latter surviving (the “Platinum Merger”). The merger resulted in the acquisition of BWAY Parent from investment entities affiliated with Madison Dearborn Partners, LLC, a private equity investment firm based in Chicago, Illinois (“MDP”), and other shareholders.

As a result of the merger, BWAY Parent is an indirect wholly-owned subsidiary of BOE Holding Corporation (“BOE Holding”), which is owned by Platinum and certain members of management. BOE Holding and BOE Merger were formed solely to complete the Platinum Merger.

~~operations.~~BOE ~~For~~Merger ~~U.S.~~was ~~income~~determined ~~tax~~to be the acquirer for accounting purposes and therefore, the Platinum Merger was accounted for using the acquisition ismethod ~~being~~of ~~treated~~accounting asin anaccordance ~~asset~~with the accounting guidance for business combinations. Accordingly, the purchase price of the Platinum Merger has been allocated to our assets and liabilities based upon their estimated fair values at the acquisition date. Periods before November 6, as2012 ~~such~~reflect the financial position, ~~goodwill~~results ~~recognized~~of isoperations ~~deductible~~and ~~for~~changes ~~U.S.~~in ~~income~~financial ~~tax~~position ~~purposes.~~of Wethe ~~have~~company ~~estimated~~before the ~~useful~~ ~~life~~Platinum ofMerger ~~trade~~(the predecessor ~~names~~periods) and ~~customer~~periods ~~relationships~~after atNovember 5, 32012 ~~years~~reflect the financial position, results of operations, and 8changes ~~years~~in financial position of the company after the Platinum Merger (the successor periods). For accounting purposes, ~~respectively~~the purchase price allocation was applied on November 6, 2012.

~~The~~BWAY ~~following~~Parent ~~table~~and ~~summarizes~~its ~~our~~subsidiaries were acquired for $1,012.4 million, which represents merger consideration of $394.3 million, seller expenses of $25.9 million and the repayment of historical debt of $592.2 million, inclusive of accrued interest and repayment premiums. In addition, BWAY Holding’s outstanding senior notes due 2018 with an outstanding aggregate principal amount of $205.0 million were assumed (the “2018 senior notes”). The purchase price ~~allocations~~was ~~related~~funded tothrough the ~~above~~net ~~acquisitions:~~proceeds of a $470.0 million term loan ($467.7 million, net of OID), the issuance of $335.0 million of senior PIK toggle notes by BWAY Parent (successor) and a cash equity contribution of $267.4 million.

($ in millions)	PhoenixContainer				Plastican
Purchase Price Allocation
Current assets		$	10.1			$	27.6
Property, plant and equipment			8.3				16.1
Intangible assets subject to amortization (customer relationships and trade names)			17.9				3.9
Goodwill			14.7				5.2
Total assets acquired			51.0				52.8
Current liabilities assumed			(3.7	)			(12.0	)
Deferred tax liabilities			(7.3	)			–
			40.0				40.8
Less: cash acquired			(0.5	)			–
Purchase price, net of cash acquired			39.5				40.8
Debt assumed and repaid at closing			(6.1	)			(27.1	)
Purchase price, net of cash acquired and debt assumed and repaid at closing		$	33.4			$	13.7

In connection with the Platinum Merger, the following transactions occurred:

~~Supplemental~~• ~~Pro~~Platinum, ~~Forma~~together ~~Information~~with certain other shareholders, capitalized BOE Intermediate (through BOE Holding) with an aggregate equity contribution of $267.4 million, net of a $1.8 million working capital adjustment from the seller;

In• ~~the~~BWAY ~~table~~Parent ~~below,~~issued we$335.0 ~~have~~million ~~presented~~aggregate ~~unaudited~~principal ~~supplemental~~amount ~~pro forma information related to revenue and earnings~~ of the Company on a combined basis for the Phoenix Container and Plastican acquisitions for the six months ended March 31, 2011 and March 31, 2010 as if the acquisitions had occurred at the beginning of 2010, or October 1, 20099.50%/10.25% ~~The~~Senior ~~information~~PIK isToggle ~~not~~Notes ~~intended~~due to2017 ~~represent or be indicative of our revenue or earnings that would have been reported had~~ (the ~~acquisitions~~“2017 ~~actually~~PIK ~~occurred at the beginning of 2010 and should not be taken as indicative of our future consolidated results of operations.~~ Notes”);

	Six Months Ended
($ in millions)	March 31, 2011				March 31, 2010
Supplemental pro forma information
Net sales		$	554.2			$	526.8
Net (loss) income		$	(10.1	)		$	3.1

•

BWAY Holding entered into senior secured credit facilities (the “new senior secured credit facilities”) consisting of (a) a senior secured asset-based revolving credit facility with commitments of up to $150.0 million (the “new ABL facility”), which was undrawn on the closing date of the Platinum Merger and (b) a senior secured term loan facility of $470.0 million (the “new term loan facility”);

~~The~~• ~~pro~~on ~~forma~~October ~~information includes~~12, ~~items~~2012, ~~that~~BWAY ~~(1) are~~Holding ~~directly~~entered ~~attributable~~into ~~to the businesses acquired, (2) have~~ a ~~continuing~~supplemental ~~impact~~indenture ~~on our operations and (3) are factually supportable. Pro forma adjustments primarily relate~~ to anthe ~~increase~~indenture ingoverning ~~depreciation~~the ~~and amortization~~2018 ~~expense~~senior ~~related~~notes to ~~amortizable~~amend ~~intangible~~certain ~~assets~~provisions ~~recorded~~(including inamending ~~purchase accounting and~~ the ~~income~~definition ~~tax~~of ~~impact~~“Change ~~recorded~~of atControl”) ~~the~~to ~~statutory~~provide ~~tax~~that ~~rate. The information for~~ the ~~period~~Platinum ~~ended~~Merger ~~March 31,~~would ~~2010 was prepared using the historical data of Predecessor and does~~ not ~~reflect~~constitute ~~the~~a ~~Merger~~Change ~~or related transactions as if they had occurred at the beginning~~ of ~~that period.~~ Control;

•

immediately prior to the effective time of the Platinum Merger, the amendments to the indenture governing the 2018 senior notes became operative;

•

on October 16, 2012, BWAY Parent (predecessor) launched a tender offer and consent solicitation to purchase for cash any and all of BWAY Parent’s outstanding PIK Notes due 2015 (the “2015 PIK Notes”);

•

at closing, $185.0 million of the 2015 PIK Notes were tendered for $195.4 million, including a tender premium and consent payment;

•

the Company redeemed $0.7 million of outstanding 2015 PIK Notes not tendered at closing;

•

at closing, $394.6 million of outstanding indebtedness under predecessor’s senior secured credit facility was repaid and all liens thereunder were released; and

•

the merger of BOE Merger with and into BWAY Parent, with BWAY Parent as the surviving corporation, became effective.

For a discussion of debt instruments used to fund the Platinum Merger, see Note 6, “Long-Term Debt.”

Merger Transaction Costs

In the period ended November 5, 2012, BWAY Intermediate recognized merger transaction costs of $10.9 million, which included a $10.0 million bonus to certain members of management related to the sale of BWAY Parent and $0.4 million of employer payroll taxes related to the bonus and to compensation resulting from the settlement of stock options, and BWAY Parent recognized merger transaction costs of $25.9 million, inclusive of BWAY Intermediate’s $10.9 million. In the successor period ended December 31, 2012, BWAY Parent recognized merger transaction costs of $16.0 million.

3.Purchase ~~SUPPLEMENTAL~~Price ~~CASH~~Allocation ~~FLOW DISCLOSURES~~

The ~~following~~Platinum ~~information~~Merger ~~supplements~~is accounted for as a business combination using the ~~unaudited~~acquisition ~~condensed~~method ~~consolidated~~of accounting. As a result, the financial statements reflect a new basis of ~~cash~~accounting ~~flows~~based ~~for~~on our estimate of the ~~six~~fair ~~months~~value ~~ended~~of ~~March 31,~~net ~~2011~~assets ~~and~~acquired ~~March 31~~as of the acquisition date. See “Business Combinations” under Note 2, ~~2010:~~“Summary of Significant Accounting Polices” of Notes to Consolidated Financial Statements included in the Annual Report.

	Six Months Ended
	Successor				Predecessor
($ in millions)	March 31, 2011				March 31, 2010
Net cash paid (refunded) during the period for:
Interest		$	27.6			$	15.8
Income taxes			(3.5	)			12.2
Business acquisitions
Fair value of assets acquired		$	103.3			$	32.9
Fair value of liabilities assumed, including debt repaid at closing			(56.2	)			(0.6	)
Cash paid for business acquisitions			47.1				32.3
Non-cash investing and financing activities
Amounts owed for capital expenditures		$	0.9			$	1.4
Assets acquired through capital lease			0.5				0.8
Tax benefit from BWAY Parent recorded into additional paid-in-capital		$	4.0			$	–

These condensed consolidated financial statements reflect our preliminary purchase price allocation based upon our initial estimates of fair value. However, our purchase price allocation, including the allocation of fair value by segment, is still under review by management and is subject to adjustment during the measurement period. Certain third party valuation information that would enable management to make a final estimate of the fair value of certain assets, primarily related to property, plant and equipment and other intangible assets, is preliminary and subject to revision.

4We utilized our knowledge of our business and contractual relationships and took into consideration information provided by independent third-party specialist in our valuation of certain tangible and intangible assets acquired and liabilities assumed. ~~INVENTORIES~~The specialists did not act as experts, and management has assumed full responsibility for determining the fair value of the assets acquired and liabilities assumed in the purchase price allocation.

The ~~components~~ following table summarizes the purchase price and preliminary allocation of ~~inventories~~the aspurchase price based on our determination of ~~March 31,~~the ~~2011~~fair value ~~and~~for ~~September 30,~~the ~~2010~~net ~~were~~assets acquired in the Platinum Merger:

($ in millions)	~~March~~Acquisition ~~31,2011~~ofBWAY Parent			~~September 30,2010~~
Raw materials		$	50.3		$	24.7
Purchase price
Work-in-progress			48.4			45.5
Merger consideration	$	394.3
Finished goods			46.2			35.9
Seller expenses		25.9
Total inventories		$	144.9		$	106.1
Debt repaid at closing		592.2
Total purchase price	$	1,012.4
Purchase price allocation
Cash and cash equivalents	$	12.7
Accounts receivable		125.7
Inventories		127.8
Other current assets		44.5
Property, plant and equipment		278.2
Other intangible assets:
Customer relationships		521.8
Trade names		122.8
Other assets		4.2
Unfavorable lease intangible liabilities		(2.2	)
Current liabilities		(148.0	)
Other liabilities		(41.3	)
Deferred taxes, net		(297.2	)
Fair value of $205.0 million senior notes assumed		(227.6	)
Net assets acquired at fair value		521.4
Goodwill		491.0
	$	1,012.4

5Cash and cash equivalents, accounts receivable, other current assets and current liabilities were stated at their historical carrying values, which approximate their fair value, given the short-term nature of these assets and liabilities. ~~OTHER~~Inventories ~~CURRENT~~were ~~ASSETS~~recorded ~~AND~~at ~~LIABILITIES~~fair value, based on computations which considered many factors, including the estimated selling price of the inventory, the cost to dispose of the inventory, as well as the replacement cost of the inventory, where applicable.

The components of other current assets and other current liabilities as of March 31, 2011 and September 30, 2010 were:

($ in millions)	March 31,2011			September 30,2010
Other current assets
Income taxes receivable		$	16.9		$	10.4
Deferred tax assets			9.6			9.0
Other			9.2			7.1
Total other current assets		$	35.7		$	26.5
Other current liabilities
Accrued salaries and wages		$	12.5		$	14.9
Accrued interest			8.5			11.2
Accrued rebates			6.5			7.7
Self insurance			7.6			7.2
Other			10.2			13.0
Total other current liabilities		$	45.3		$	54.0

6The Company has allocated $122.8 ~~FAIR~~million ~~VALUE~~to OFtrade ~~FINANCIAL~~names ~~INSTRUMENTS~~that have been determined to have indefinite lives. Management considered numerous factors in determining to account for these assets as indefinite-lived intangible assets, including the current market position of the names as well as their recognition in the industry. Indefinite-lived intangible assets are not amortized, but are instead tested for impairment at least annually (more frequently if certain conditions are present).

WeGoodwill ~~follow~~resulting from the ~~applicable~~Platinum ~~accounting~~Merger ~~guidance~~consists ~~related~~largely toof ~~fair~~ value ~~measurements~~associated ~~and~~with ~~disclosures.~~the ~~The~~Company’s ~~applicable~~ability ~~guidance~~to ~~defines~~generate ~~fair~~future ~~value~~“free ~~and~~cash ~~provides~~flow” aand ~~consistent~~not ~~framework~~otherwise ~~for~~associated ~~measuring~~with ~~fair~~the ~~value,~~other ~~including~~identified ~~financial~~tangible ~~statement~~or ~~disclosure~~intangible ~~requirements~~assets. AsThe ~~specified~~goodwill inrecognized ~~the~~is ~~guidance,~~not ~~valuation~~deductible ~~techniques~~for ~~are~~U.S. ~~based~~income ontax ~~observable and unobservable inputs~~purposes. ~~Observable~~The ~~inputs~~estimated ~~reflect~~useful ~~readily~~life ~~obtainable~~of ~~data~~the ~~from~~acquired ~~independent~~customer ~~sources,~~relationships ~~while~~is ~~unobservable inputs~~21 ~~reflect market assumptions~~years. ~~These inputs are classified into the following hierarchy:~~

		Level 1 Inputs -		Quoted prices for identical instruments in active markets.
		Level 2 Inputs -		Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
		Level 3 Inputs -		Instruments with primarily unobservable value drivers.

3.	Recent Acquisitions

See “Business Combinations” under Note 2, “Summary of Significant Accounting Policies” of Notes to Consolidated Financial ~~Instruments~~Statements ~~Measured~~included atin ~~Fair~~the ~~Value~~Annual Report.

~~The~~Financial ~~following~~information ~~table~~related ~~represents~~to the ~~fair~~following ~~value~~acquisition ~~hierarchy~~is included ~~for~~in ~~those~~these ~~financial~~condensed ~~instruments~~consolidated ~~measured~~financial atstatements ~~fair~~from ~~value~~the onapplicable aacquisition ~~recurring basis at March 31, 2011 and September 30, 2010~~date.

($ in millions)	Level 1			Level 2			Level 3			Total
March 31, 2011
Liabilities
Interest rate swap arrangement		$	–		$	0.2		$	–		$	0.2
September 30, 2010
Liabilities
Interest rate swap arrangement		$	–		$	0.2		$	–		$	0.2

Ropak

WeOn ~~use~~January 18, an2013, ~~income~~BWAY ~~approach~~consummated tothe ~~value~~acquisition ~~the~~of ~~liability~~certain ~~for~~subsidiaries ~~the~~of ~~interest~~LINPAC ~~rate~~(as ~~swap~~defined ~~arrangement~~below) ~~using~~that comprised LINPAC’s Ropak Packaging division (“Ropak”) pursuant to a ~~discounted~~definitive ~~cash flow~~stock ~~model~~purchase ~~that~~agreement ~~takes~~dated ~~into~~November 30, ~~account~~2012 ~~the~~with ~~present~~LINPAC ~~value~~Finance ofLimited ~~future~~and ~~cash~~LINPAC ~~flows~~Group Limited, each a private limited company organized under the ~~terms~~laws of England and Wales, (collectively, “LINPAC”), (the ~~contract~~“Ropak ~~using~~Acquisition”). ~~market~~The ~~information~~purchase asprice offor ~~the~~Ropak ~~reporting~~was ~~date~~$269.0 million in cash (subject to certain customary adjustments at and after closing). Ropak is a North American producer of rigid, plastic ~~such~~shipping ascontainers serving the ~~three-month~~consumer ~~LIBOR~~goods, ~~curve~~food processing, construction, dairy, petroleum and ~~the~~other ~~creditworthiness~~industries. ofThe Ropak Acquisition enhances the ~~Company~~capabilities and ~~its counterparties~~scale of our plastic packaging segment.

~~Financial~~In ~~Instruments~~order ~~Not~~to ~~Measured~~finance atthe ~~Fair~~Ropak ~~Value~~Acquisition, we entered into an incremental term loan commitment agreement to borrow an additional $261.0 million of term loans under the 2012 Term Loan and increased the size of the ABL Facility by $50.0 million. BWAY used the net proceeds from the additional Term Loan borrowings and borrowed $20.0 million of the ABL Facility to finance in part the consideration paid in connection with the Ropak Acquisition and to pay fees and expenses related to the acquisition and the associated financings. The 2012 Term Loan and the ABL Facility are defined in Note 6, “Long-Term Debt.”

Other than as described above, we do not measure any other financial instruments at fair value on a recurring basis. Other than the fair value of our long-term debt, which is presented in the following tables, we believe the carrying value of financial instruments at March 31, 2011 and September 30, 2010 approximated fair value of those financial instruments. We estimated fair value of our long-term debt based on quoted market prices in the secondary credit market.

Estimated fair value of long-term debt:

($ in millions)	CarryingValue				Estimated FairValue
March 31, 2011
10% senior notes due June 2018, gross of debt discount		$	205.0			$	221.4
Variable rate term loan, U.S. dollar denominated, maturing February 2018, gross of debt discount			511.2				513.8
Variable rate revolving credit facility, U.S. dollar denominated, maturing February 2016			9.5				9.4
			725.7			$	744.6
Unamortized debt discount			(4.7	)
Total long-term debt		$	721.0

($ in millions)	CarryingValue				Estimated FairValue
September 30, 2010
10% senior notes due June 2018, gross of debt discount		$	205.0			$	221.9
Variable rate term loan, U.S. dollar denominated, maturing February 2018			488.8				490.0
			693.8			$	711.9
Unamortized debt discount			(5.1	)
Total long-term debt		$	688.7

We have recorded the acquired net assets at fair value in accordance with applicable accounting guidance. We have allocated the purchase price based on our preliminary estimates of fair value. Certain third party valuation information that would enable management to make a final estimate of the fair value of certain assets, primarily related to property, plant and equipment and other intangible assets, is preliminary and subject to revision.

7.The ~~GOODWILL~~following ~~AND~~table ~~OTHER~~summarizes ~~INTANGIBLE~~our preliminary ~~ASSETS~~purchase price allocation for Ropak:

Goodwill


($ in millions)	Ropak
Preliminary purchase price	$	269.0


Cash and cash equivalents		2.8
Accounts receivable		24.4
Inventories		31.3
Other current assets		5.1
Property, plant and equipment		105.3
Other intangible assets:
Customer relationships		76.8
Trade names and marks		7.3
Other assets		2.3
Current liabilities		(22.0	)
Other liabilities		(3.1	)
Deferred taxes, net		(55.3	)

Net assets acquired at fair value		174.9
Goodwill		94.1

	$	269.0

~~The~~We ~~change~~have inallocated the Ropak goodwill and intangible assets to the plastic packaging segment. See Note 8, ~~for~~“Goodwill and Other Intangible Assets.” Goodwill related to this acquisition consists largely of synergies and economies of scale expected from the ~~six~~integration ~~months~~of ~~ended~~the ~~March 31~~acquired business into our existing operations. For U.S. income tax purposes, ~~2011~~the byacquisition ~~reportable~~is ~~segment~~being ~~was:~~treated as an asset purchase and, as such, goodwill recognized is deductible for U.S. income tax purposes. We have estimated the useful life of trade names and customer relationships at 5 years and 19 years, respectively.

($ in millions)	MetalPackaging			PlasticPackaging			Total
Balance, September 30, 2010		$	137.2		$	270.2		$	407.4
Acquired (1)			14.7			5.2			19.9
Adjustments (2)			3.5			–			3.5
Currency translation adjustment			–			2.0			2.0
Balance, March 31, 2011		$	155.4		$	277.4		$	432.8

The amounts of net sales and earnings of Ropak since the acquisition date included in the condensed consolidated statements of operations and comprehensive income for the three months ended March 31, 2013, were approximately $62 million and $2 million, respectively.

~~(1)~~Supplemental ~~See~~Pro ~~Note~~Forma 2,Information ~~“Recent Acquisitions.”~~

~~(2)~~The ~~Represents~~following anunaudited ~~adjustment~~pro toforma financial information presents a summary of the ~~purchase~~Company’s ~~price~~consolidated ~~allocation~~net ~~during~~sales and net income for the ~~measurement~~three ~~period~~months ~~related~~ended toMarch 31, 2013 and March 31, 2012 as if the Platinum Merger. ~~The~~and ~~adjustment~~the ~~resulted~~Ropak inAcquisition anhad ~~increase~~occurred inas ~~deferred~~of ~~tax~~January 1, ~~liabilities~~2012.

In the Merger, we recorded goodwill at fair value for each of our reporting units. At September 30, 2010, the carrying value of goodwill for each reporting unit closely approximated fair value. Either reporting unit may be at risk of failing step one of the impairment test if fair value is not substantially in excess of carrying value as of our next impairment test. Whether or not fair value is “substantially” in excess of carrying value is a judgment based on the facts and circumstances including, but not limited to, the level of uncertainty associated with the methods and assumptions used for impairment testing. In the event of an economic downturn in the short-term, we could be exposed to an impairment related to goodwill.


	Pro Forma
	Three Months Ended March 31
($ in millions)	2013		2012
Net sales	$	368.6		389.6
Net income		2.9		3.9

~~Other~~The ~~Intangible~~unaudited ~~Assets~~pro forma financial information presented above has been prepared for comparative purposes only and included certain adjustments to actual financial results, such as imputed interest cost, and estimated additional depreciation and amortization expense as a result of property, plant and equipment and intangible assets acquired. The pro forma financial information does not purport to be indicative of the results of operations that would have been achieved had the Platinum Merger and the Ropak Acquisition taken place on the date indicated or the results of operations that may result in the future.

The components of other intangible assets at March 31, 2011 and September 30, 2010 were:

	Weighted-Average UsefulLife (in years)		Gross CarryingAmount			AccumulatedAmortization				Net
($ in millions)
March 31, 2011
Finite-lived intangible assets
Customer relationships		12.9		$	388.9		$	(30.4	)		$	358.5
Trade names		10.2			49.6			(3.5	)			46.1
Favorable lease agreements		4.5			0.5			(0.1	)			0.4
Total other intangible assets				$	439.0		$	(34.0	)		$	405.0
September 30, 2010
Finite-lived intangible assets
Customer relationships		12.8		$	367.7		$	(9.9	)		$	357.8
Trade names		10.3			48.8			(1.1	)			47.7
Favorable lease agreements		4.5			0.5			(0.1	)			0.4
Total other intangible assets				$	417.0		$	(11.1	)		$	405.9

The gross carrying amount of other intangible assets increased in 2011 due to certain acquired other intangible assets. See Note 2, “Recent Acquisitions.”

~~Expected~~4. ~~Future Amortization Expense~~ Inventories

Expected future amortization expense related to other intangible assets at March 31, 2011 was:


($ in millions)	March 31, 2013		December 31, 2012
Raw materials	$	42.8	$	36.9
Work in process		36.3		38.9
Finished goods		66.5		49.7

Total inventories	$	145.6	$	125.5

($ in millions)	AmortizationExpense
Fiscal year
2011 (remainder)		$	23.7
2012			45.8
2013			43.5
2014			41.4
2015			39.2
Thereafter			211.4
Total expected future amortization expense		$	405.0

5.	Other Current Assets and Liabilities

8. LONG-TERM DEBT


($ in millions)	March 31, 2013		December 31, 2012
Other current assets
Income taxes receivable	$	20.6	$	16.1
Deferred tax assets		36.8		34.3
Other		18.4		12.2

Total other current assets	$	75.8	$	62.6

Other current liabilities
Accrued salaries and wages	$	17.2	$	9.7
Accrued interest		8.9		2.6
Accrued rebates		6.1		7.5
Self-insurance		12.3		11.5
Other		18.5		10.5

Total other current liabilities	$	63.0	$	41.8

6.	Long-Term Debt

For additional information regarding the terms of our long-term debt, including covenant limitations, events of default and dividend restrictions, see Note 7, “Long-Term Debt,” of Notes to Consolidated Financial Statements included in the Annual Report.

Outstanding Long-Term Debt

Long-term debt outstanding at March 31, 2011 and September 30, 2010 consisted of:


($ in millions)	March 31, 2013			December 31, 2012
2012 Term loan facilities, net of discount of $2.2 and $2.3	$	727.0		$	467.7
$205.0 million 10% senior notes due June 2018, including a premium of $21.2 and $22.1		226.2			227.1
Revolving credit facility borrowings		24.3			3.6

Total long-term debt		977.5			698.4
Less: current portion of long-term debt		(7.3	)		(4.7	)

Long-term debt, net of current maturities	$	970.2		$	693.7

($ in millions)	March 31,2011				September 30,2010
Long-term debt
10% senior notes due June 2018		$	205.0			$	205.0
Variable rate term loan, U.S. dollar denominated, maturing February 2018 (1)			511.2				488.8
Variable rate revolving credit facility, U.S. dollar denominated, maturing February 2016 (1)			9.5				–
			725.7				693.8
Unamortized debt discount			(4.7	)			(5.1	)
Total long-term debt			721.0				688.7
Less current portion of long-term debt			(5.1	)			(4.9	)
Long-term debt, net of current portion		$	715.9			$	683.8

The weighted-average interest rate on outstanding variable rate term loan borrowings at each of March 31, 2013 and December 31, 2012 was 4.5%.

~~(1)~~ The ~~credit~~current ~~agreement~~portion ~~was~~of ~~amended~~long-term indebt ~~February~~represents ~~2011~~required ~~whereby~~repayments with ~~the~~due ~~maturity~~ dates ~~were~~occurring ~~extended.~~in ~~At September 30, 2010,~~ the ~~term~~twelve ~~loan~~months ~~and~~subsequent ~~revolving credit facility were scheduled~~ to ~~mature~~the inbalance ~~June~~sheet ~~2017 and June 2015, respectively~~date.

~~The~~During ~~weighted-average~~the ~~interest~~period ~~rate~~ended onMarch 31, ~~variable~~2013, we ~~rate~~made ~~credit~~repayments ~~facility~~of ~~borrowings~~$1.8 atmillion ~~March~~on ~~31, 2011~~the ~~and~~2012 ~~September 30,~~Term ~~2010~~Loan ~~was~~(as ~~4.5%~~defined ~~and 5~~below).~~5%,~~ ~~respectively.~~

Current Portion of Long-Term Debt

The current portion of long-term debt at March 31, 2011 and September 30, 2010 included scheduled annual repayments of approximately $5.1 million and $4.9 million, respectively, payable on a quarterly basis.

The credit agreement contains a provision whereby we may be required to make an “excess cash flow” payment in the quarter following the end of our fiscal year. Our first test period for excess cash flow is for the period from June 16, 2010 to September 30, 2011. We estimate that an excess cash flow payment will not be required for the period ending September 30, 2011, and, as such, no amount has been included in the current portion of long-term debt at March 31, 2011.

Scheduled Maturities of Long-Term Debt

Scheduled maturities of long-term debt at March 31, 2011 were:


($ in millions)
Year ending December 31:
2013 (remainder)	$	5.5
2014		7.3
2015		7.3
2016		7.3
2017		726.1
Thereafter		205.0

Total future scheduled maturities of long-term debt	$	958.5

($ in millions)
Fiscal year
2011 (remainder)	$	2.6
2012		5.1
2013		5.1
2014		5.1
2015		5.2
Thereafter		702.6
Total scheduled maturities of long-term debt	$	725.7

Senior Notes Due 2018

~~Senior~~In June 2010, BWAY Holding issued $205.0 million aggregate principal amount of 10% senior notes due 2018 (the “2018 Notes”). Interest on the 2018 Notes is payable semi-annually in arrears on June 15 and December 15 through maturity. The 2018 Notes mature June 15, 2018. Preceding the Platinum Merger, BWAY Holding entered into a supplemental indenture to the indenture governing the 2018 Notes to amend certain provisions (including amending the definition of “Change of Control”) to provide that the Platinum Merger would not constitute a Change of Control. The indenture was amended on October 12, 2012 and the amendments became operative immediately prior to the effective time of the Platinum Merger.

InThe ~~connection~~2018 ~~with~~Notes were assumed in the Platinum Merger, ~~Merger~~and ~~Sub~~we recorded ~~completed~~them aat ~~private~~fair ~~placement~~value ~~offering~~in ofthe ~~approximately~~purchase ~~$205.0~~price ~~million~~allocation, ~~aggregate~~which ~~principal~~included ~~amount~~a of$22.5 ~~10%~~million ~~senior~~premium ~~notes~~over ~~due 2018 (~~the ~~“2018~~$205.0 ~~Notes”)~~million ~~which priced at a discount to~~ par ~~of 98~~value.~~658%.~~ ~~Interest~~The onpremium ~~the 2018 Notes~~ is ~~payable~~being ~~semi-annually~~amortized ~~in arrears~~ on ~~June 15~~the ~~and~~interest ~~December 15~~rate ~~through~~method ~~maturity.~~over ~~The~~the ~~2018~~remaining ~~Notes~~term ~~mature~~of ~~June 15,~~the ~~2018~~notes. WeUnamortized ~~will~~OID and ~~recognize~~debt ~~original~~issuance ~~issue~~costs ~~discount (“OID”)~~on ofthe ~~$2.8~~2018 ~~million~~Notes as ~~interest~~of ~~expense~~November 5, ~~over~~2012 ~~the~~had ~~term~~no offair ~~the~~value ~~debt~~and ~~using~~were aneliminated ~~effective~~in ~~yield~~the ~~method~~purchase price allocation.

~~We used the net~~As ~~proceeds~~of ~~from the 2018 Notes to finance~~March 31, ~~in part~~2013, ~~the~~BWAY ~~consideration~~Holding ~~paid~~was in ~~the~~compliance ~~Merger,~~with toapplicable ~~refinance~~financial ~~Predecessor’s~~covenants ~~existing~~related ~~indebtedness and~~ to ~~pay~~the ~~certain~~2018 ~~fees and expenses~~Notes.

~~Immediately~~Senior ~~following the Merger, BWAY Intermediate, BWAY Holding and certain of BWAY Holding’s subsidiaries (collectively, the~~Secured ~~“BWAY~~Credit ~~Guarantors”)~~Facilities entered into a supplemental indenture with The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”) to an indenture, dated as of June 16, 2010, by and among BWAY Intermediate, Merger Sub and the Trustee (as supplemented, the “Indenture”), pursuant to which BWAY Holding assumed Merger Sub’s obligations under the 2018 Notes and the Indenture and BWAY Intermediate and the BWAY Guarantors became guarantors of the 2018 Notes. Following their acquisition, Plastican and Phoenix Container became BWAY Guarantors.

~~The~~In ~~Indenture~~connection ~~provides~~with ~~that~~ the ~~2018 Notes~~Platinum ~~are~~Merger, ~~general~~we ~~unsecured~~entered ~~obligations~~into of(i) a ~~BWAY~~senior ~~Holding~~secured ~~and~~term ~~will~~loan befacility in ~~guaranteed~~an byaggregate ~~BWAY~~principal ~~Intermediate~~amount ~~and each~~ of ~~BWAY~~$470.0 ~~Holding’s~~million ~~current~~(the ~~and~~“2012 ~~future~~Term ~~domestic~~Loan”), ~~subsidiaries~~pursuant ~~that~~to ~~guarantee~~a ~~the~~term ~~Senior~~loan ~~Secured~~credit ~~Credit~~agreement, ~~Facilities~~dated (as ~~discussed~~of ~~below)~~November 5, ~~including~~ ~~the~~2012, ~~BWAY~~by ~~Guarantors.~~and among BWAY Holding, ~~may~~as ~~redeem~~lead ~~the 2018 Notes at its option~~borrower, inBWAY ~~whole or part~~Intermediate, atBWAY ~~any~~Corporation ~~time~~and North ~~prior~~America toPackaging ~~June 15~~Corporation, ~~2014,~~as atsubsidiary aborrowers, ~~price equal to 100% of~~ the ~~principal~~lenders ~~amount~~party ofthereto ~~the~~from ~~notes~~time ~~redeemed plus accrued and unpaid interest~~ to ~~the~~time, ~~redemption date~~ and ~~plus~~(ii) a ~~the applicable premium~~$150.0 ~~BWAY~~million ~~Holding~~senior ~~may~~secured ~~redeem~~asset-based ~~the~~revolving ~~2018~~credit ~~Notes~~facility, inpursuant ~~whole~~to ora incredit ~~part~~agreement, ondated oras ~~after June~~of November 155, ~~2014~~2012, atby ~~the~~and ~~redemption~~among ~~prices~~BWAY ~~set~~Holding, ~~forth~~as inlead ~~the~~borrower, ~~Indenture.~~certain Atdomestic ~~any~~subsidiaries ~~time~~signatories ~~and~~thereto, ~~from~~as ~~time~~subsidiary toborrowers, ~~time~~BWAY ~~on or before June 15~~Intermediate, ~~2013,~~the ~~BWAY~~lenders ~~Holding~~party ~~may~~thereto ~~choose~~from time to ~~redeem~~time in (the ~~aggregate~~“ABL upFacility” toand together, ~~35%~~with of the ~~aggregate~~2012 ~~principal~~Term ~~amount~~Loan, of the ~~2018~~“2012 ~~Notes~~Senior atSecured aCredit ~~redemption~~Facilities”). ~~price~~The ~~equal~~net toproceeds ~~110%~~from of the ~~face~~2012 ~~amount~~Term ~~thereof,~~Loan ~~plus~~were ~~accrued~~used ~~and~~to ~~unpaid~~finance ~~interest~~in topart the ~~date~~consideration ~~of redemption~~paid ~~with~~in the ~~net~~Platinum ~~proceeds~~Merger, ofto ~~one~~pay oroff ~~more~~certain ~~equity~~predecessor indebtedness ~~offerings~~in soconnection ~~long~~with asthe atPlatinum ~~least~~Merger ~~50%~~and ofto ~~the~~pay ~~original~~fees ~~aggregate~~and ~~principal~~expenses ~~amount~~related ofto the ~~2018~~Platinum ~~Notes~~Merger ~~(excluding~~and ~~2018~~the ~~Notes~~associated ~~held~~financings. byThe ~~BWAY~~2012 ~~Holding,~~Term ~~any~~Loan ~~direct~~will ormature ~~indirect~~on ~~parent~~August 6, of2017 ~~BWAY Holding~~ and ~~subsidiaries~~ ofthe ~~BWAY~~ABL ~~Holding)~~Facility ~~remain~~will ~~outstanding~~mature ~~after~~on ~~each such redemption~~May 6, 2017.

~~The~~In ~~Indenture~~order ~~contains~~to ~~covenants~~finance ~~that limit~~ the ~~ability~~ ofRopak ~~the~~Acquisition, ~~Company~~we ~~(and~~entered ~~most~~into ofan ~~its~~incremental ~~subsidiaries)~~term ~~to,~~loan ~~among~~commitment ~~other~~agreement ~~things:~~to ~~(i) incur~~borrow an additional ~~debt~~$261.0 ormillion ~~issue~~of ~~certain~~term ~~preferred~~loans ~~stock;~~under ~~(ii) pay~~the ~~dividends,~~2012 ~~redeem~~Term ~~stock~~Loan orand ~~make~~increased ~~other~~the ~~distributions;~~size ~~(iii) make~~of ~~other~~the ~~restricted payments~~ABL orFacility ~~investments;~~by ~~(iv) create~~$50.0 ~~liens~~million. onBWAY ~~assets;~~used ~~(v) transfer~~the ornet ~~sell~~proceeds ~~assets;~~from ~~(vi) create~~the ~~restrictions~~additional onTerm ~~payment~~Loan ofborrowings ~~dividends~~and orborrowed ~~other~~$20.0 ~~amounts~~million byof ~~its~~the ~~restricted~~ABL ~~subsidiaries~~Facility to finance ~~BWAY~~in ~~Holding;~~part ~~(vii) engage~~the consideration paid in ~~mergers~~connection ~~or consolidations;~~with ~~(viii) engage~~the inRopak ~~certain~~Acquisition ~~transactions~~and ~~with~~to ~~affiliates;~~pay fees and ~~(ix) designate~~expenses ~~BWAY~~related ~~Holding’s~~to ~~subsidiaries~~the asacquisition ~~unrestricted~~and ~~subsidiaries~~the associated financings.

The 2012 Term Loan amortizes in equal quarterly installments in an amount equal to 1.00% per annum of the original principal amount thereof, with the remaining balance due at final maturity. Interest is payable on the 2012 Senior Secured Credit Facilities at a rate equal to the LIBO rate or the base rate, plus an applicable margin.

WeAs ~~incurred costs~~ of ~~approximately~~March 31, ~~$6.3~~2013, ~~million~~there ~~associated~~were ~~with~~outstanding ~~the~~standby ~~issuance~~letters of ~~the~~credit ~~2018~~of ~~Notes~~$9. ~~The~~0 ~~amount~~million ~~included~~and outstanding aABL ~~placement~~Facility ~~fee~~borrowings ~~paid to the initial purchasers~~ of ~~approximately~~ $524.13 million. ~~We capitalized the costs,~~ which ~~are~~reduced ~~included~~available inABL ~~other~~Facility ~~assets~~borrowings into ~~the~~$166.7 ~~condensed~~million. ~~consolidated~~As ~~balance~~of ~~sheets~~March 31, ~~and~~2013, wethe ~~are~~ABL ~~amortizing~~Facility ~~them to~~ interest ~~expense~~ ~~over~~rate ~~the~~was ~~term of the notes~~4.0%.

~~Registration~~We ~~Rights~~are ~~Agreement~~required to test BWAY Intermediate’s fixed charge ratio (as defined in the credit agreement) when availability under the ABL Facility is less than the greater of 10% of the commitments under the new ABL facility and $14.0 million. For the period ended March 31, 2013, our availability under the ABL Facility did not require us to test the fixed charge ratio.

~~Immediately~~As ~~following the consummation~~ of ~~the Merger, BWAY Holding and the BWAY Guarantors entered into a joinder agreement (“Registration Rights Joinder”) with respect to a registration rights agreement, dated June~~March 1631, ~~2010 (the “Registration Rights Agreement”)~~2013, ~~by and among Merger Sub,~~ BWAY Intermediate ~~and~~was ~~the~~in ~~initial~~compliance ~~purchasers of the 2018 Notes. Under the Registration Rights Agreement, BWAY Holding is obligated to file and use its reasonable best efforts to cause to become effective a registration statement~~ with ~~respect~~applicable tofinancial ancovenants ~~offer~~contained to exchange the 2018 Notes for notes publicly registered with the SEC with substantially identical terms as the 2018 Notes. In March 2011, the SEC declared the Registration Statement effective and BWAY Holding commenced the related exchange offer in ~~accordance with~~ the ~~Registration Statement.~~Credit ~~On April 27, 2011, the exchange was completed and the original 2018 Notes were exchanged for registered notes with substantially identical terms~~Agreement.

AtPrior ~~March~~to the Platinum Merger, predecessor was subject to an amended and restated credit agreement dated as of February 3123, 2011, weamong ~~were~~BWAY inIntermediate, ~~compliance~~BWAY Holding, ICL Industrial Containers ULC (“ICL”) and various lenders. The agreement amended an original credit agreement dated as of June 16, 2010. Under the agreement, BWAY Holding was the “U.S. Borrower” and ICL was the “Canadian Borrower.” As amended, the facility consisted of a U.S. Borrower $470.7 million term loan and a Canadian Borrower $41.8 million term loan (collectively, the “2010 Term Loan”). The facility also provided the U.S. Borrower with ~~applicable~~a ~~financial~~$70.0 ~~covenants~~million ~~related~~revolver toand the ~~2018~~Canadian ~~Notes~~Borrower with a $5.0 million revolver.

~~Credit~~Outstanding ~~Facility~~borrowings under the predecessor credit agreement were repaid using, in part, proceeds from the 2012 Term Loan.

InDebt ~~connection~~Issuance ~~with~~Costs the Merger, we entered into a senior secured term loan facility in an aggregate principal amount of $490.0 million, subject to certain additional borrowings, (the “Term Loan”) and a senior secured revolving credit facility with a maximum availability of $75.0 million (the “Revolver” and together with the Term Loan, the “Senior Secured Credit Facilities”) pursuant to a credit agreement dated as of June 16, 2010 by and among BWAY Intermediate, Merger Sub (whose obligations were assumed by BWAY Holding upon consummation of the Merger), ICL Industrial Containers ULC (“ICL”), the lenders party thereto from time to time, Deutsche Bank Trust Company Americas, as administrative agent, Barclays Capital, as document agent and Deutsche Bank Securities Inc., Banc of America Securities LLC and Barclays Capital, as joint lead arrangers, as amended February 23, 2011 (the “2010 Credit Agreement”). As amended, the Term Loan will mature on February 23, 2018 and the Revolver will mature on February 23, 2016.

InDuring ~~February~~the ~~2011~~quarter ended March 31, 2013 we incurred ~~amended~~debt ~~certain~~issuance ~~terms~~costs of $9.1 million related to the ~~Senior~~additional ~~Secured~~term ~~Credit Facilities~~loan and ABL Facility borrowings as a result of the Ropak Acquisition. ~~The~~We ~~amendment~~are ~~provided~~amortizing ~~for~~debt issuance costs utilizing the effective yield method. As of March 31, ~~among~~2013 and ~~other~~December 31, ~~things~~2012, ~~lower~~unamortized ~~interest~~debt ~~rates~~issuance ~~and~~costs ~~the~~on ~~elimination~~long-term ordebt ~~easing~~were of$27.6 million ~~certain~~and ~~restrictive~~$19.7 ~~covenants~~million, respectively.

WeParent ~~used~~Company ~~the~~Debt initial net proceeds from the Term Loan to finance, in part, the consideration paid in the Merger, to refinance Predecessor’s existing indebtedness and to pay certain related fees and expenses. The Term Loan was issued with an OID of $2.5 million, which is being accreted to interest expense over the term of the Term Loan using an effective yield method. The Revolver was issued with an OID of $1.5 million, which is included in deferred debt issuance costs, and is being amortized to interest expense over the term of the Revolver on a straight-line basis. We did not draw on the Revolver to fund the Merger.

InOn ~~December~~November 5, ~~2010~~2012, weBWAY ~~borrowed~~Parent anissued ~~additional~~the 2017 PIK Notes ($25335.0 million ~~under~~aggregate principal amount of 9.50%/10.25% Senior PIK Toggle Notes due 2017). Interest on the ~~Term~~notes ~~Loan~~is payable each May 1 and November 1 through maturity, ~~which~~November 1, ~~was~~2017. ~~issued~~We ~~with~~are annot ~~OID~~a ofparty $0to the indenture nor have we guaranteed the notes.1 ~~million~~As such, ~~under~~we have not included the ~~2010~~debt in our ~~Credit~~consolidated ~~Agreement~~financial statements. ~~At March 31~~However, ~~2011~~subject to limitations in our debt agreements regarding payments to BWAY Parent, ~~there~~we will provide funds to BWAY Parent so that it may pay cash interest on the 2017 PIK Notes. The first interest payment of $15.6 million was paid May 1, 2013 and subsequent semi-annual cash interest payments of $915.59 million ~~outstanding~~will onbe ~~the~~payable ~~Revolver~~semi-annually to November 1, 2017.

WeBOE ~~are~~Holding ~~obligated~~has ~~to make scheduled repayments on the Term Loan of~~ $525.10 million ~~annually,~~of ~~payable~~outstanding inpromissory ~~quarterly~~notes ~~installments.~~with ~~Interest~~its ~~accrues~~shareholders. onThe ~~the~~notes ~~Senior~~and ~~Secured~~accrued ~~Credit~~interest ~~Facilities, (i) that~~ are ~~denominated~~due ~~in U.S. dollars~~ at amaturity, ~~rate equal to the LIBO rate or the base rate~~November 4, ~~plus an~~2015. ~~applicable~~Subject ~~margin~~to ~~and~~limitations ~~(ii) that are denominated~~ in ~~Canadian~~our ~~dollars~~debt atagreements regarding apayments ~~rate equal~~ to ~~the~~BWAY ~~Canadian prime rate~~Parent, ~~plus~~we ancould ~~applicable~~be ~~margin.~~required ~~LIBO~~to ~~rate,~~provide ~~base~~funds ~~rate,~~to ~~Canadian~~BWAY ~~prime~~Parent ~~rate~~so ~~and~~that ~~applicable~~it ~~margin~~may ~~are~~provide ~~defined in~~ the ~~credit~~necessary ~~agreement. The~~funds ~~LIBO~~to ~~rate~~BOE isHolding ~~subject~~ to arepay ~~1.25% floor and each of~~ the ~~base~~promissory ~~rate~~notes, ~~and~~including ~~the~~accrued ~~Canadian prime rate is subject to a 2~~interest.~~25%~~ ~~floor.~~

~~The applicable margin on base rate Term Loan borrowings is equal to 2~~7.~~25%~~ ~~and~~Fair onValue ~~LIBO~~of ~~rate~~Financial Term Loan borrowings is equal to 3.25%. The applicable margin on Revolver borrowings is equal to 2.75% for base rate or Canadian prime rate borrowings and 3.75% for LIBO rate or bankers’ acceptance loans. The applicable margins on Term Loan or Revolver borrowings may be reduced based on our “consolidated senior secured net leverage ratio” or “consolidated total net leverage ratio,” respectively, each as defined in the 2010 Credit Agreement. Instruments

For a description on how we estimate fair value, see “Fair Value Measures” under Note 2, “Summary of Significant Accounting Policies” of Notes to Consolidated Financial Statements included in the Annual Report.

~~Interest~~Financial oninstruments ~~outstanding~~include ~~Revolver~~cash ~~borrowings,~~and ifcash ~~any~~equivalents, ~~accrues~~accounts atreceivable aand ~~variable~~payable, ~~base rate plus a~~and ~~variable~~debt ~~margin~~instruments. ~~The~~Due ~~margin~~to istheir ~~based~~short-term onmaturities, ~~the~~we ~~consolidated~~believe ~~total net leverage ratio. A portion of~~ the ~~Revolver~~fair isvalues ~~available for the issuance~~ of ~~standby~~cash ~~letters~~equivalents, ofif ~~credit and~~ any ~~such issuance will reduce the amount available to borrow under the Revolver. At March 31~~, ~~2011,~~accounts ~~there~~receivable ~~were issued standby letters of credit of $5.0 million~~ and ~~outstanding~~accounts ~~Revolver~~payable ~~borrowings~~are ofequal ~~$9.5~~to ~~million~~their ~~that,~~carrying ~~in the aggregate, reduced our Revolver availability to $60~~value.5 ~~million.~~

The ~~obligations~~carrying ofamount ~~BWAY~~and ~~Holding~~estimated ~~under~~fair ~~the~~value ~~Senior~~of ~~Secured~~long-term ~~Credit~~debt ~~Facilities~~was ~~are~~$977.5 ~~guaranteed~~million byand ~~BWAY~~$992.4 ~~Intermediate~~million, ~~and~~respectively, byas ~~BWAY~~of ~~Holding’s~~March 31, ~~direct~~2013 and ~~indirect~~$698.4 ~~domestic~~million ~~restricted~~and ~~subsidiaries~~$702.3 million, ~~and~~respectively, ~~the~~as ~~obligations~~ of ~~ICL~~December 31, ~~under~~2012. ~~the~~We ~~Senior~~estimated ~~Secured~~fair ~~Credit~~value ~~Facilities~~for ~~are~~other ~~guaranteed~~debt byinstruments ~~BWAY~~based ~~Intermediate,~~on ~~BWAY~~quoted ~~Holding~~market ~~and~~prices ~~BWAY~~in ~~Holding’s~~the ~~direct~~secondary ~~and~~credit ~~indirect~~market, ~~domestic~~which ~~and~~we ~~Canadian restricted~~have ~~subsidiaries~~categorized ~~(other~~within ~~than~~Level ~~ICL,~~2 ~~which~~of is the fair ~~primary~~value ~~obligor)~~hierarchy.

The obligations of BWAY Holding under the Senior Secured Credit Facilities are secured by a first priority perfected security interest (subject to permitted liens) in (i) all stock, other equity interests and promissory notes owned by BWAY Intermediate, BWAY Holding and BWAY Holding’s domestic restricted subsidiaries, except that not more than 65% of the total outstanding voting stock of any first-tier “controlled foreign corporation” (within the meaning of Section 957 of the U8.S. ~~Internal~~Goodwill ~~Revenue Code of 1986, as amended) shall be required to be pledged~~ and ~~(ii) substantially~~Other ~~all~~Intangible ~~other tangible and intangible assets owned by BWAY Intermediate, BWAY Holding and BWAY Holding’s domestic restricted subsidiaries.~~ Assets

~~The~~Goodwill obligations of ICL under the Senior Secured Credit Facilities are secured by a first priority perfected security interest (subject to permitted liens) in (i) all stock, other equity interests and promissory notes owned by BWAY Intermediate, BWAY Holding and BWAY Holding’s domestic and Canadian restricted subsidiaries (including ICL) and (ii) substantially all other tangible and intangible assets owned by BWAY Intermediate, BWAY Holding and BWAY Holding’s domestic and Canadian restricted subsidiaries (including ICL).

We may repay all or any portion of the amounts borrowed under Senior Secured Credit Facilities at any time, and we may terminate commitments under the Revolver in whole or in part without premium or penalty, except that voluntary prepayments of LIBO rate loans will be subject to customary breakage costs.


($ in millions)	Metal Packaging		Plastic Packaging		Total
Balance, December 31, 2012		$458.1		$32.9		$491.0
Ropak acquisition		–		94.1		94.1

Balance, March 31, 2013		$458.1		$127.0		$585.1

~~Subject~~Other toIntangible ~~certain~~Assets exceptions, the Senior Secured Credit Facilities require that 100% of the net cash proceeds from certain asset sales, insurance recovery and condemnation events and debt issuances and 50% (subject to step-downs) from excess cash flow for each fiscal year must be used to pay down outstanding borrowings under the Term Loan.

The Senior Secured Credit Facilities and related agreements contain financial covenants setting forth a maximum consolidated total net leverage ratio and also contain certain negative covenants (subject to exceptions, materiality thresholds and baskets) including, without limitation, negative covenants that limit our restricted subsidiaries’ ability to incur additional debt, guarantee other obligations, grant liens on assets, make loans, acquisitions or other investments, dispose of assets, make optional payments or modify certain debt instruments, pay dividends or other payments on capital stock, engage in mergers or consolidations, enter into sale and leaseback transactions, enter into arrangements that restrict our or our restricted subsidiaries’ ability to pay dividends or grant liens, engage in transactions with affiliates, amend organizational documents, change the nature of our business, change our fiscal quarter and fiscal year and designate BWAY Holding’s subsidiaries as unrestricted subsidiaries.


($ in millions)	Weighted- Average Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization		Net
March 31, 2013
Finite-lived intangible assets
Customer relationships		20.6		$598.6		$(20.1)		$578.5
Trade names		5.0		7.3		(0.2)		7.1
Indefinite-lived intangible assets
Trade names				122.8		–		122.8

Total other intangible assets				$728.7		$(20.3)		$708.4


December 31, 2012
Finite-lived intangible assets
Customer relationships		20.9		$521.8		$(9.5)		$512.3
Indefinite-lived intangible assets
Trade names				122.8		–		122.8

Total other intangible assets				$644.6		$(9.5)		$635.1

~~The~~Our ~~Senior~~expected ~~Secured~~future ~~Credit~~amortization ~~Facilities~~expense ~~contain~~related ~~events of default, including, without limitation (subject~~ to customary grace periods, cure rights and materiality thresholds) events of default upon (i) the failure to make required payments, (ii) breach of covenants, (iii) inaccuracies of representations and warranties, (iv) crossfinite-~~defaults~~lived tointangible other material indebtedness, (v) bankruptcy events, (vi) material judgments, (vii) certain matters arising under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (viii) the actual or asserted invalidity of any guarantee or security document with respect to a material amount of assets,: and (ix) the occurrence of a change of control. Subject to certain cure rights with respect to the financial covenants, if any such event of default occurs, the lenders under the Senior Secured Credit Facilities are entitled to accelerate the Senior Secured Credit Facilities and take various other actions, including all actions permitted to be taken by a secured creditor.


($ in millions)	Future Amortization
Year ending December 31:
2013 (remainder)	$	33.6
2014		40.0
2015		35.7
2016		33.8
2017		31.8
Thereafter		410.7

Total	$	585.6

~~We are subject to a maximum consolidated total net leverage ratio of 7~~9.25 ~~through~~Income the quarter ending December 31, 2012. The maximum ratio decreases to 6.75 following the quarter ending December 31, 2012 and decreases to 6.25 following the quarter ending December 31, 2013, where it remains through maturity. Taxes

WeThe ~~incurred~~effective ~~costs~~tax ofrate ~~$20~~for the period ended March 31, 2012 was 33.85%. ~~million~~There ~~associated~~was ~~with~~no ~~the~~tax ~~issuance~~provision offor the ~~Senior~~period ~~Secured~~ended March ~~Credit~~31, ~~Facilities~~2013. ~~The~~During ~~amount~~the ~~included~~period ~~commitment~~ended ~~fees of~~March ~~$15.5~~31, ~~million~~2013, ~~and~~The ~~OID~~American onTaxpayer ~~the~~Relief ~~Revolver~~Act of ~~$1.5~~2012 ~~million.~~was Weenacted ~~capitalized~~which ~~the~~retroactively ~~costs~~extended several income tax provisions, including the ~~OID~~R&D oncredit. Therefore, the ~~Revolver~~rate for the period ended March 31, 2013 ~~which~~was ~~are~~lower ~~included~~than inthe ~~other~~statutory ~~assets~~rate inas a result of our ability to claim the ~~condensed~~benefit ~~consolidated~~related ~~balance~~to ~~sheets,~~the 2012 R&D credit and wean ~~are~~estimate ~~amortizing~~for ~~them~~the to2013 ~~interest~~R&D ~~expense over~~credit. The rate for the ~~applicable~~period ~~term~~ended March 31, 2012 was lower than the statutory rate as a result of the ~~borrowings~~domestic production deduction.

WeDeferred ~~incurred~~tax ~~costs~~liabilities ofincreased $657.4 million, ~~which~~from ~~included~~December ~~arranger fees of $5.8 million~~31, ~~related~~ to2012 ~~the 2010 Credit Agreement amendment in February 2011. We were unable~~ to ~~capitalize~~ $0348.4 0 million as of ~~the~~March ~~costs~~31, ~~and~~2013. ~~are~~The ~~amortizing~~increase ~~the~~is ~~remaining~~primarily ~~$6.0~~related ~~million~~ to ~~interest expense over~~ the ~~applicable~~preliminary ~~term~~purchase ofprice ~~the~~allocation ~~borrowings.~~for ~~The unamortized costs are included in other assets in~~ the ~~condensed~~Ropak ~~consolidated balance sheets~~Acquisition.

At10. ~~March 31,~~Employee ~~2011,~~Benefit ~~we were in compliance with applicable financial covenants related to the Senior Secured Credit Facilities.~~ Obligations

Debt Issuance Costs

We are amortizing original debt issuance costs of approximately $33.1 million related to the 2018 Notes and the Senior Secured Credit Facilities to interest expense over the term of the related debt utilizing a method that approximates the effective yield method. At March 31, 2011 and September 30, 2010, approximately $29.9 million and $26.0 million, respectively, of debt issuance costs remained unamortized, and are included in other assets in the condensed consolidated balance sheets.

9. EMPLOYEE BENEFIT OBLIGATIONS

Employee Benefit Obligation Liabilities

Employee benefit obligations at ~~March 31,~~as ~~2011~~of ~~and~~the ~~September 30,~~dates ~~2010~~indicated were:

($ in millions)	March 31,~~2011~~2013			December 31,2012	~~September 30,2010~~
Employee benefit obligation liabilities
Defined benefit pension plans	$	$12.2	~~12.8~~	$	12.8	$	~~13.7~~
Retiree medical and other postretirement benefits		7.6	~~7.9~~		7.7		~~7.9~~
Deferred compensation		7.2	~~7.1~~		6.7		~~6.9~~
Total employee benefit obligation liabilities	$	$27.0	~~27.8~~	$	27.2	$	~~28.5~~
Employee benefit obligation liabilities by financial statement line item
Other current liabilities	$	$1.2	~~1.3~~	$	1.2	$	~~1.3~~
Other liabilities		25.8	~~26.5~~		26.0		~~27.2~~
Total employee benefit obligation liabilities	$	$27.0	~~27.8~~	$	27.2	$	~~28.5~~

Components of Net Periodic Benefit Cost

The components of net periodic benefit cost for the ~~three~~periods ~~and~~indicated ~~six months ended March 31, 2011 and March 31, 2010~~ were:

	Three Months Ended									Six Months Ended
	Successor			Predecessor
	Successor						Predecessor			Successor			Predecessor
($ in millions)	Three Months Ended March 31,2013			Three Months Ended March 31,2012
($ in millions)	March 31,2011						March 31,2010			March 31,2011			March 31,2010
Defined benefit pension plans
Defined benefit pension plans
Interest cost	$	0.4		$	0.4
Interest cost	$	1.1					$	0.4		$	1.5		$	0.8
Expected return on plan assets		(0.4	)		(0.3	)
Expected return on plan assets		(1.1	)					(0.3	)		(1.4	)		(0.6	)
	$	–		$	0.1
Amortization of actuarial loss		(0.1	)					0.2			–			0.3
Other benefits
		(0.1	)					0.3			0.1			0.5
Interest cost	$	0.1		$	0.1
Other benefits
Total net periodic benefit cost	$	0.1		$	0.2
Interest cost		0.3						0.1			0.4			0.2
Total net periodic benefit cost	$	0.2					$	0.4		$	0.5		$	0.7

Multiemployer Pension Liabilities

WeAt each March 31, 2013 and December 31, 2012, we had accrued pension withdrawal liabilities of $4.52 million ~~and $4.6 million at March 31, 2011 and September 30, 2010, respectively,~~ related to multiemployer pension plans that covered certain union employees at our former Franklin Park, Illinois facility, which we closed in 2008.

~~10.~~14 ~~RESTRUCTURING~~

($ in millions)	Balance,September 30,2010			Additions			Expenditures				Balance,March 31,2011
Plastic packaging segment
Severance and benefit costs		$	0.1		$	0.1		$	(0.2	)		$	–
Facility closure costs			0.4			0.4			(0.7	)			0.1
Total plastic packaging segment			0.5			0.5			(0.9	)			0.1
Metal packaging segment
Severance and benefit costs			0.2			0.2			(0.4	)			–
Pension withdrawal liabilities			4.6			–			(0.1	)			4.5
Facility closure costs			2.0			0.1			(0.6	)			1.5
Total metal packaging segment			6.8			0.3			(1.1	)			6.0
Corporate unallocated
Severance and benefit costs			0.2			–			(0.2	)			–
Total restructuring liabilities		$	7.5		$	0.8		$	(2.2	)		$	6.1

Deferred Compensation Plan

AtRopak ~~September 30~~maintains a nonqualified, ~~2010~~unsecured, ~~and~~defined ~~March~~contribution ~~31,~~Deferred ~~2011,~~Compensation ~~$3.1~~Plan ~~million~~(“DCP”) ~~and~~for $1certain highly-compensated individuals.7 ~~million~~As of March 31, ~~respectively~~2013, ofthe ~~restructuring~~ underlying plan assets set aside for the DCP and DCP liabilities were ~~included~~$1.3 inmillion. ~~other~~The ~~current~~DCP ~~liabilities~~assets inset ~~the~~aside ~~condensed~~for ~~consolidated~~the ~~balance~~plan ~~sheets.~~were Atprimarily ~~each~~comprised of ~~September 30,~~mutual ~~2010~~funds and ~~March~~are ~~31,~~included ~~2011,~~in ~~$4.4~~other ~~million~~assets ofand ~~long-term~~the DCP ~~restructuring~~ liabilities ~~were~~are included in other liabilities in the ~~condensed~~ consolidated balance sheets. Benefit payments under the DCP are determined by the participants, in accordance with the with the Internal Revenue Code (“IRC”) Section 409A.

Except as noted below, our on-going restructuring initiatives are further described in Note 17, “Restructuring,” of Notes to Consolidated Financial Statements included in the Registration Statement11. Restructuring

In the period ended March 31, 2013, we announced the planned closure of certain facilities in connection with the Ropak Acquisition. The facilities are included in our plastic packaging segment. Operations at the affected facilities ceased during March 2013 and such facilities were subsequently closed in April 2013. We expect to incur restructuring charges of $2.2 million for severance and benefits and $0.6 million for facility holding and closure costs, which excludes amounts associated with the remaining contractual obligations under leasehold agreements. During the period ended March 31, 2013, we recognized $1.3 million, primarily related to severance and benefits for terminated employees.

For a summary of our other on-going restructuring initiatives, see Note 16, “Restructuring,” of Notes to Consolidated Financial Statements included in the Annual Report.

Restructuring liabilities by reportable segment


($ in millions)	Metal Packaging Segment			Plastic Packaging Segment			Corporate Unallocated			Total
Balance, December 31, 2012	$	4.7		$	0.1		$	–		$	4.8
Restructuring expense		–			1.4			0.2			1.6
Expenditures		(0.1	)		(0.3	)		(0.1	)		(0.5	)

Balance, March 31, 2013	$	4.6		$	1.2		$	0.1		$	5.9

Restructuring liabilities by major type of cost


($ in millions)	Severance and Benefits			Facility Closure			Pension Withdrawal Liability			Total
Balance, December 31, 2012	$	–		$	0.5		$	4.3		$	4.8
Restructuring expense		1.3			0.3			–			1.6
Expenditures		(0.2	)		(0.2	)		(0.1	)		(0.5	)

Balance, March 31, 2013	$	1.1		$	0.6		$	4.2		$	5.9

Restructuring liabilities by balance sheet line item


($ in millions)	March 31, 2013		December 31, 2012
Current liabilities	$	1.9	$	0.7
Other liabilities		4.0		4.1

Total restructuring liabilities	$	5.9	$	4.8

12.

Stockholder’s Equity

Statements of stockholder’s equity


($ in millions)	Shares		Common Stock		Additional Paid in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total
Balance, December 31, 2012		1,000	$	–	$	578.1		$	(4.4	)	$	0.5		$	574.2
Non-cash contribution by BWAY Parent		–		–		2.8			–			–			2.8
Net income		–		–		–			2.6			–			2.6
Other comprehensive loss		–		–		–			–			(0.8	)		(0.8	)
Dividend paid to Parent		–		–		(1.6	)		–			–			(1.6	)

Balance, March 31, 2013		1,000	$	–	$	579.3		$	(1.8	)	$	(0.3	)	$	577.2

~~Plastican.~~Dividend InRestrictions conjunction with the Plastican acquisition, management committed to a plan to close Plastican’s Phoenix, Arizona manufacturing facility. Manufacturing at the facility ceased in the second quarter of 2011 and business has been relocated to other of our plastic packaging manufacturing facilities. We will continue to use a portion of the facility as a warehouse. The closure eliminated approximately 6 salaried and 58 hourly positions. We expect to incur restructuring expenses of approximately $2.5 million for severance and benefits, leasehold related costs and facility closure and holding costs. The lease on the facility expires in October 2011.

~~11.~~Our ~~STOCKHOLDER’S~~ability ~~EQUITY~~to pay dividends to BWAY Parent is limited by certain restrictive covenants in our debt agreements.

~~Additional~~Accumulated ~~Paid-In~~Other ~~Capital~~Comprehensive Income (Loss) Information

~~During~~The ~~the~~components ~~period from September 30,~~of ~~2010~~accumulated toother ~~March 31,~~comprehensive ~~2011, additional paid-in capital increased $4.0 million related to an~~ income ~~tax~~(loss) ~~benefit~~as ~~from~~of ~~BWAY~~the ~~Parent~~dates indicated and ~~$0.7~~the ~~million~~change ~~related~~during tothe ~~stock-based~~period ~~compensation~~were: ~~expense.~~

Comprehensive Income Information


($ in millions)	Pension and Other Postretirement Items (net of tax)		Cumulative Foreign Currency Translation Adjustments			Total Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss)

Balance, December 31, 2012	$	–	$	0.5		$	0.5
Change		–		(0.8	)		(0.8	)

Balance, March 31, 2013	$	–	$	(0.3	)	$	(0.3	)

~~The~~13. ~~components~~Share-Based ~~of comprehensive income (loss) for the three and six months ended March 31, 2011 and March 31, 2010 were:~~ Compensation

	Three Months Ended				Six Months Ended
	Successor		Predecessor		Successor			Predecessor
($ in millions)	March 31,2011		March 31,2010		March 31,2011			March 31,2010
Comprehensive income (loss)
Net income (loss)	$	1.5	$	4.4	$	(9.2	)	$	5.2
Foreign currency translation adjustments		0.3		0.9		1.2			1.8
Comprehensive income (loss)	$	1.8	$	5.3	$	(8.0	)	$	7.0

Prior to the Platinum Merger, certain members of management were participants in a share-based compensation plan, which we describe in Note 11, “Share-Based Compensation,” of Notes to Consolidated Financial Statements included in the Annual Report. There were no grants under the plan from October 1, 2012 until the plan was terminated effective November 5, 2012.

~~The~~Stock-Based ~~components~~Compensation ofExpense ~~accumulated other comprehensive loss at September 30, 2010 and March 31, 2011 and the change during the period were:~~

($ in millions)	Pension andOtherPostretirementItems (net of tax)				CumulativeForeign CurrencyTranslationAdjustments			TotalAccumulatedOtherComprehensive(Loss) Income
Accumulated other comprehensive loss
Balance, September 30, 2010		$	(1.3	)		$	–		$	(1.3	)
Change			–				1.2			1.2
Balance, March 31, 2011		$	(1.3	)		$	1.2		$	(0.1	)

The following table summarizes stock-based compensation expense by financial statement line item for the three months ended March 31, 2012. There was no stock-based compensation expense for the three months ended March 31,2013.

12. SHARE-BASED COMPENSATION


	Predecessor
($ in millions)	Three Months Ended March 31, 2012
Stock-based compensation expense
Cost of products sold (excluding depreciation and amortization)	$	0.1
Selling and administrative expense		0.3

Total stock-based compensation expense	$	0.4

~~Summary~~Stock-based ofcompensation ~~Share-Based~~expense ~~Compensation~~is ~~Plans~~included in corporate undistributed expenses in the business segment disclosure in Note 16, “Business Segments.”

WeParticipation ~~describe~~Plan our share-based compensation plan in Note 12, “Share-Based Compensation,” of Notes to Consolidated Financial Statements in the Registration Statement. Options granted under the plan relate to the common stock of BWAY Parent.

In ~~the~~March ~~first~~2013, ~~six~~BWAY ~~months~~Parent ofadopted ~~2011,~~ the ~~compensation~~2013 ~~committee~~Participation ~~awarded~~Plan ~~171~~(as amended and restated,~~878~~ ~~stock~~the ~~options~~“Participation toPlan”). ~~certain~~The ~~members~~purpose of the ~~management~~Participation atPlan ~~a weighted-average~~is ~~strike~~to ~~price~~provide ofincentive ~~$7.75~~compensation ~~per~~to ~~share.~~key ~~Forty~~employees ~~percent~~by ofgranting ~~each~~performance ~~award~~units. ~~consisted~~The value of ~~service~~the ~~options~~performance ~~(68,752~~units ~~shares)~~is ~~subject~~related to ~~time~~the ~~vesting~~appreciation ~~and~~in ~~60%~~the value of ~~each~~BWAY ~~award~~Parent ~~consisted~~from and after the date of grant and the performance ~~options~~units ~~(103,126~~vest ~~shares)~~over ~~subject~~a toperiod ~~vesting~~specified ~~based~~in on the ~~achievement~~applicable ofaward ~~certain~~agreement, ~~return~~typically on43 ~~investment~~months. ~~goals~~The ~~upon~~Participation anPlan ~~exit~~may ~~event.~~be ~~The~~altered, ~~service~~amended ~~awards~~or ~~consisted~~terminated ofby ~~incentive~~BWAY ~~and~~Parent ~~non-qualified~~at ~~stock~~any ~~options~~time. ~~The~~All ~~service~~performance ~~options~~units will ~~vest~~terminate ~~equally~~upon termination of the Participation Plan or expiration on ~~each~~February of28, 2018. Participants in the ~~first~~Participation ~~five~~Plan ~~anniversary~~may ~~dates~~be ofentitled ~~the~~to ~~grant.~~receive ~~The~~compensation for their vested units if certain performance-based “qualifying events” occur during the ~~stock~~participant’s ~~option~~employment ~~awards~~with ~~have~~BWAY Parent or its subsidiaries or during a ~~10-year~~short ~~life~~period following the participant’s death.

WeThere ~~estimated~~are atwo ~~grant~~“qualifying ~~date~~events” ~~fair~~defined ~~value~~in ~~for~~ the ~~service~~Participation ~~options~~Plan: of(1) ~~$2.61~~A ~~per~~“qualifying ~~share~~sale ~~subject to~~event” ~~option.~~in Wewhich ~~will~~there ~~recognize~~is ~~the~~a ~~fair~~sale ~~value~~of some or all of ~~service~~the ~~options,~~stock orof ~~$0.~~BWAY Parent then held by BWAY Parent’s principal stockholders and (2) ~~million,~~A as“qualifying ~~stock-based~~distribution” ~~compensation~~in onwhich aBWAY ~~straight-line~~Parent ~~basis~~pays ~~over~~a ~~the~~cash ~~five-year~~dividend ~~service~~to ~~period~~its principal stockholders. ~~Accounting~~Upon ~~guidance~~the ~~provides~~occurrence ~~that~~of ~~stock-based~~a ~~compensation~~qualifying ~~related~~event, toparticipants ~~options~~ with ~~performance~~vested ~~criteria~~units ~~should~~may ~~only~~receive bean amount ~~recognized~~equal ifto the ~~performance~~difference ~~criterion~~between: is(i) ~~probable~~the ~~and~~value (as defined by the ~~amount~~Participation isPlan) ~~reasonably~~of ~~estimatable.~~the Weunits ~~believe~~on the ~~$2.61~~date ~~per~~of ~~share~~the ~~estimated~~qualifying ~~fair~~event, and (ii) the value of the ~~service~~units ~~options~~assigned ison ~~our~~the ~~best~~date ~~estimate~~ of grant. ~~date~~No ~~fair~~amounts are due to participants until a ~~value~~qualifying ~~for~~event ~~the~~occurs. ~~performance~~Upon ~~options~~termination, with or ~~$0.3~~without ~~million.~~cause, ~~The~~units ~~probability~~are offorfeited, except in the ~~requisite~~case ~~exit~~of ~~event~~death, ~~and~~as ~~return~~described onin ~~investment~~the ~~targets~~Participation ~~cannot~~Plan. beWe ~~determined~~are accounting for this plan in accordance with ~~any~~ASC ~~certainty;~~Topic ~~therefore~~718, weCompensation—Stock Compensation. ~~will~~Since the occurrence of future “qualifying events” is not ~~recognize~~determinable ~~any~~or ~~stock-based~~estimable, ~~compensation~~no liability or expense ~~related~~ has been recognized to date. The fair value of the performance ~~options~~units ~~until~~are anbased ~~exit~~upon ~~event~~cash isdividends to and net proceeds from sales of common stock of BWAY Parent by its principal stockholders through the end of each period that have occurred or are probable. The fair value of the performance units on their grant date in 2013 and at March 31, 2013 was zero.

14.

Supplemental Cash Flow Disclosures


	Successor		Predecessor
($ in millions)	Three Months Ended March 31, 2013		Three Months Ended March 31, 2012
Cash interest paid, net	$	7.0	$	4.4
Cash income taxes paid, net		0.1		0.1

We calculate grant date fair value based on the Black-Scholes Model with the following weighted-average assumptions: (i) no dividend yield on BWAY Parent common stock; (ii) expected stock price volatility of 57.7%; (iii) a risk-free interest rate of 2.3%; and (iv) an expected option term of 6.5 years. We estimated the expected option term using a “simplified” method, which is applicable to “plain-vanilla” options. We describe the Black-Scholes Model and the assumptions used to determine grant date fair value under “Grant Date Fair Value” in Note 12, “Share-Based Compensation,” of Notes to Consolidated Financial Statements in the Registration Statement. We assumed a weighted-average stock price of $5.29 per share of BWAY Parent common stock on the grant date. There is neither an active market for nor recent trades of BWAY Parent common stock. The stock price used in the calculation represented management’s best estimate as of the grant date.


	Successor			Predecessor
($ in millions)	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Non-cash investing and financing activities
Acquisitions accounted for under the purchase method:
Fair value of assets acquired	$	349.1		$	–
Liabilities assumed		(80.1	)		–

Net assets acquired	$	269.0		$	–

Amounts owed for capital expenditures	$	1.0		$	0.8
Assets acquired through capital lease		–			–
Non-cash contribution by BWAY Parent (1)		2.8			0.7

In(1) ~~January~~See ~~2011,~~“Related ~~the~~Party ~~Board~~Transactions” ofunder ~~Directors~~Note of BWAY Parent approved a change in the strike price for outstanding options from $10.00 per share to $5.29 per share. The change was made to adjust the strike price to reflect the impact of a dividend paid by BWAY Parent in October 2010. The modification resulted in incremental share-based compensation of approximately $0.9 million1, ~~which will be recognized as stock-based compensation expense from the modification date ratably over the remaining estimated weighted-average service period of approximately 4~~“General.~~4 years. As of the modification date, none of the modified options were vested.~~ ”

~~Stock-Based~~15. ~~Compensation~~Commitments ~~Expense~~and Contingencies

~~Stock-based~~For ~~compensation~~additional ~~expense~~information inon ~~the~~commitments ~~statement~~and ofcontingencies, ~~operations~~see ~~for~~Note ~~the~~18, ~~three~~“Commitments and ~~six~~Contingencies” ~~months~~of Notes ~~ended~~to ~~March 31,~~Consolidated ~~2011~~Financial ~~and~~Statements ~~March 31,~~included ~~2010~~in ~~was~~the asAnnual ~~follows:~~Report.

	Three Months Ended						Six Months Ended
	Successor			Predecessor			Successor			Predecessor
($ in millions)	March 31,2011			March 31,2010			March 31,2011			March 31,2010
Stock-based compensation expense
Cost of products sold (excluding depreciation and amortization)		$	0.1		$	0.2		$	0.2		$	0.3
Selling and administrative expense			0.3			0.1			0.5			0.1
Total stock-based compensation expense		$	0.4		$	0.3		$	0.7		$	0.4

We record reserves for environmental liabilities when environmental investigation and remediation obligations are probable and related costs are reasonably estimable. We believe that the resolution of environmental matters, individually or in the aggregate, materially in excess of amounts accrued, is not reasonably possible. At each of March 31, 2013 and December 31, 2012, we had accrued $0.6 million, related to environmental liabilities. Our environmental accrual is an estimate and future expenditures may exceed our estimate. Environmental related liabilities are included in the other current liabilities line item in the condensed consolidated balance sheets. We do not expect to incur material capital expenditures for environmental control projects in the next 12 months.

~~Stock~~The majority of our medical and workers’ compensation benefits are under high-~~based~~deductible plans with certain stop loss arrangements. We determine our workers’ compensation ~~expense~~liability isusing ~~included~~actuarial indata ~~corporate~~based ~~undistributed~~on ~~expenses~~filed inclaims, ~~the~~and ~~business~~we ~~segment~~determine our medical claims liability based on our analysis of historical claims. As of March 31, 2013 and December 31, ~~disclosure~~2012, inwe ~~Note~~had 14accrued $12.3 million and $11.5 million, ~~“Business~~respectively, ~~Segments~~related to these self-insurance liabilities, which are included in other current liabilities in the consolidated balance sheets.”

13We are involved in legal proceedings from time to time in the ordinary course of business. ~~COMMITMENTS~~We ~~AND~~believe ~~CONTINGENCIES~~that the outcome of these proceedings will not have a material effect on our financial position, results of operations or cash flows. At March 31, 2013 and December 31, 2012, we had accrued liabilities related to pending litigation matters of $0.3 million and $0.4 million, respectively, which were included in the other current liabilities line item in the condensed consolidated balance sheets.

Environmental

We are subject to a broad range of federal, state, provincial and local environmental, health and safety laws, including those governing discharges to air, soil and water, the handling and disposal of hazardous substances and the investigation and remediation of contamination resulting from the release of hazardous substances. We believe that we are currently in material compliance with all applicable environmental, health and safety laws, although future expenditures may be necessary in order to maintain such compliance, including compliance with air emission control requirements for volatile organic compounds. We do not expect to incur material capital expenditures for environmental control projects in the current or subsequent fiscal year.

Some of our current and former facilities are currently involved in environmental investigations, remediation or other claims resulting from the release of hazardous substances or the presence of other contaminants. While we do not believe that any identified investigation or remediation obligations will have a material adverse effect on our financial position, results of operations or cash flows, there is no assurance that such obligations will not arise in the future. Many of our facilities have a history of industrial usage for which investigation and remediation obligations could arise in the future and which could have a material adverse effect on our financial position, results of operations or cash flows.

Our Homerville, Georgia facility is undergoing corrective action pursuant to the Georgia Hazardous Site Remediation Program regarding an area of drum disposal at the facility. Owens-Illinois, Inc., a former operator of the facility, is conducting the majority of the cleanup. We are in the process of developing a remediation plan with state oversight to complete our portion of the cleanup at the facility.

In a letter dated March 14, 2007, the United States Environmental Protection Agency (the “EPA”) informed Predecessor that corrective action was required at the Company’s Cincinnati, Ohio facility to address documented releases of hazardous substances at the site. The documented releases referenced by the EPA occurred prior to Predecessor’s ownership of the site. The EPA has requested that the Company enter into an Administrative Order on Consent under the Resource Conservation and Recovery Act (the “RCRA”) with respect to corrective action obligations. We continue to work with the EPA to address their concerns. We believe the former owner of the site has indemnity obligations to us with respect to these claims, and Predecessor previously notified them of the matter in which they are cooperating.

From time to time, we receive requests for information or are identified as a potentially responsible party (“PRP”) pursuant to the Federal Comprehensive Environmental Response, Compensation and Liability Act or analogous state laws with respect to liability for cleanup of off-site waste disposal sites utilized by current or former facilities or our predecessors in interest. While we do not believe that any of these identified matters will have a material adverse effect on our financial position, results of operations or cash flows, there is no assurance that such obligations will not arise in the future.

We are a member of a PRP group related to a waste disposal site in Georgia. Our status as a PRP was based on documents indicating that waste materials were transported to the site from our Homerville, Georgia facility prior to Predecessor’s acquisition of the facility in 1989. The Company joined the PRP group in order to reduce exposure, which is estimated to be approximately $0.1 million.

We record reserves for environmental liabilities when environmental investigation and remediation obligations are probable and related costs are reasonably estimable. At March 31, 2011 and September 30, 2010, we had accrued approximately $0.1 million and $0.2 million, respectively, related to environmental liabilities (including the matters described above). These accruals are estimates and future expenditures may exceed these amounts. Environmental related liabilities are included in other current liabilities in the condensed consolidated balance sheets.

Self Insurance

The majority of our medical and workers’ compensation benefits are under high-deductible plans with certain stop loss arrangements. We determine our workers’ compensation liability using actuarial data based on filed claims, and we determine our medical claims liability based on our analysis of historical claims. At March 31, 2011 and September 30, 2010, we had accrued approximately $7.6 million and $7.2 million, respectively, related to these self-insurance liabilities, which were included in other current liabilities in the condensed consolidated balance sheets.

Litigation

We are involved in legal proceedings from time to time in the ordinary course of business. We believe that the outcome of these proceedings will not have a material effect on our financial condition, results of operations or cash flows. We are also involved in certain proceedings relating to environmental matters as described above. At each of March 31, 2011 and September 30, 2010, we had accrued liabilities related to pending litigation matters of approximately $0.4 million, which were included in other current liabilities in the condensed consolidated balance sheets.

Lead Pigment and Lead Paint Litigation

Wisconsin Personal Injury Lawsuits

~~In late 2006 and early 2007, our~~ Armstrong Containers, Inc. (“Armstrong”), a subsidiary of the Company, was named as an alleged successor-in-interest in over thirty~~-three~~ lead paint related personal injury lawsuits in Wisconsin. ByAs ~~2008~~of March 31, 2013, all but ~~six~~eight of ~~these cases were dismissed without prejudice, leaving only~~ the ~~Godoy,~~lawsuits ~~Burton,~~have ~~Clark,~~been ~~Gibson,~~dismissed ~~Stokes~~with ~~and Owens cases~~prejudice.

In January 2010, plaintiff’s counsel re-filed Sifuentes, one of the thirty-three lead paint related personal injury cases previously dismissed without prejudice, before the United States District Court for the Eastern District of Wisconsin.

After an unsuccessful appeal to the Wisconsin Supreme Court, the Godoy plaintiff filed, and the court granted, a motion to dismiss his claims without prejudice. During the pendency of the Godoy appeal to the Wisconsin Supreme Court, the proceedings in the Burton, Clark, Gibson, Stokes and Owens matters were stayed. After the stays were lifted, the Gibson defendants filed, and the court granted, a motion for summary judgment on the Gibson plaintiffs’ claims. Plaintiffs have appealed this decision to the Seventh Circuit Court of Appeals, which has not yet taken up the appeal.

Following the dismissal of the Gibson lawsuit, defendants in Clark, Burton, Stokes, Owens and Sifuentes filed motions for summary judgment on the same grounds as their motion for summary judgment in Gibson. Defendants also requested a stay of Clark, Burton, Stokes, Owens and Sifuentes pending the outcome of the plaintiffs’ appeal in Gibson. During a January 13, 2011 status conference, the Clark court granted defendants’ motion to stay all proceedings without ruling on defendants’ motion for summary judgment. On April 5, 2011, the court in Burton, Stokes, Owens and Sifuentes denied defendants’ motions for summary judgment in each of those cases. Contemporaneously therewith, the court stayed each of those cases.

In January 2011, two additional lawsuits were filed on behalf of current and former Wisconsin residents alleging injuries caused by exposure to lead paint in which Armstrong was named as a defendant: Allen et. al v. American Cyanamid Co. et al. (“Allen”) and Williams et al. v. Goodwin et. al. (“Williams”). Pursuant to the parties’ stipulation, Armstrong’s response to the Allen complaint currently is due by May 19, 2011. On April 7, 2011, Armstrong’s registered agent was served with the Williams complaint and a waiver of service. Provided Armstrong executes the waiver of service, Armstrong’s response to the Williams complaint would be due by May 23, 2011.

On May 3, 2011, an additional lead paint personal injury lawsuit was filed against various lead industry defendants, including Armstrong: Valoe v. American Cyanamid Co., et al. (“Valoe”). Armstrong has not yet been served with the Valoe complaint.

There were no other actions filed, settled or otherwise dismissed thus far during 2011. Taking into account the filing of Allen, Williams and Valoe and the Godoy and Gibson dismissals, a total of eight lead paint personal injury lawsuits currently are pending against Armstrong in Wisconsin. Of these, there are only three cases that have not been stayed.

The amount of each claim pending is unknown and no cases to date have been settled.

Each lawsuit served upon Armstrong has been tendered to Armstrong’s insurers, for which Armstrong had insurance policies in place during the potentially relevant period. Various insurers are participating in the defense of the cases.

~~Although~~17 we continue to believe that we have valid defenses against the plaintiffs in the lead paint related personal injury litigation, litigation is inherently subject to many uncertainties. We cannot predict with any degree of certainty the potential liability or likelihood of the outcome of this litigation. In addition, because of the dismissal of prior cases, we are unable to provide additional information concerning the underlying risks of the lead paint related personal injury cases. As such, we are unable to provide a range of reasonably possible losses related to this litigation. At March 31, 2011 and September 30, 2010, we had not accrued any amounts for lead paint related personal injury claims.

Although we continue to believe that we have valid defenses against the plaintiffs in the lead paint related personal injury litigation, litigation is inherently subject to many uncertainties. We cannot predict with any degree of certainty the potential liability or likelihood of the outcome of this litigation. In addition, because of the dismissal of prior cases, we are unable to provide additional information concerning the underlying risks of the lead paint related personal injury cases. As such, we are unable to provide a range of reasonably possible losses related to this litigation. As of March 31, 2013, we had not accrued any amounts for lead paint related personal injury claims.

16.

Business Segments

Management reviews operations along our product lines in two reportable segments: metal packaging and plastic packaging. We differentiate the segments based on the nature of the products they manufacture. The primary raw materials and manufacturing processes are unique for each segment. We describe our business segments in further detail in Note 19, “Business Segments,” of Notes to Consolidated Financial Statements included in the Annual Report.

The following tables set forth certain financial information attributable to our business segments for the periods indicated:


	Successor		Predecessor
($ in millions)	Three Months Ended March 31, 2013		Three Months Ended March 31, 2012
Net sales (1)
Metal packaging	$	183.1	$	188.8
Plastic packaging		170.9		120.9

Consolidated net sales	$	354.0	$	309.7

Segment earnings (2)
Metal packaging	$	37.3	$	37.7
Plastic packaging		14.8		7.7

Segment earnings	$	52.1	$	45.4

Reconciliation of segment earnings to income before income taxes
Segment earnings	$	52.1	$	45.4
Depreciation and amortization expense		23.6		21.7
Corporate undistributed expenses (3)		4.7		3.2
Other undistributed expenses (4)		21.2		2.5

Income before income taxes	$	2.6	$	18.0

Depreciation and amortization
Metal packaging	$	11.4	$	12.1
Plastic packaging		11.2		8.6

Segment depreciation and amortization		22.6		20.7
Corporate		1.0		1.0

Consolidated depreciation and amortization	$	23.6	$	21.7

(1)	In the periods presented, there were no significant intersegment sales.

(2)	Management uses a measure of segment earnings to evaluate segment performance. We calculate segment earnings as net sales less costs of products sold and selling expenses, each as related to the applicable segment. Segment earnings exclude depreciation and amortization.

(3)	Corporate undistributed expenses include stock-based compensation expense and certain other general administrative expenses not allocated to the segments for reporting purposes. Corporate undistributed expenses exclude depreciation and amortization.

(4)	Other undistributed expenses not allocated to segments include the following: restructuring expense, interest expense, merger transaction costs, loss on extinguishment of debt, management fee expense and other expense/income.

The following table sets forth total assets attributable to our business segments as of the dated indicated:


($ in millions)	March 31, 2013		December 31, 2012
Total Assets
Metal packaging	$	1,304.9	$	1,322.5
Plastic packaging		501.7		191.6

Segment total assets		1,806.6		1,514.1
Corporate		308.6		207.0

Total assets	$	2,115.2	$	1,721.1

The following table sets forth the percentage of net sales and net sales by customer geographic location for the periods indicated:


	Successor			Predecessor
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Consolidated net sales
United States		89	%		93	%
Canada		10			6
Other		1			1

Total		100	%		100	%

Metal packaging net sales
United States		91	%		93	%
Canada		8			6
Other		1			1

Total		100	%		100	%

Plastic packaging net sales
United States		87	%		93	%
Canada		13			7
Other		–			–

Total		100	%		100	%

~~California~~17. ~~Public~~Supplemental ~~Nuisance~~Guarantor ~~Cases~~Subsidiaries Information

InBWAY ~~2008~~Intermediate, ~~Armstrong~~BWAY ~~was~~Holding ~~named~~and ascertain aof ~~defendant~~BWAY ~~in plaintiffs~~Holding’s ~~proposed~~subsidiaries ~~Fourth~~(BWAY ~~Amended~~Holding ~~Complaint~~and incertain ~~County~~ of ~~Santa~~its ~~Clara, v. Atlantic~~subsidiaries ~~Richfield Co.~~collectively, ~~Case~~the ~~No. 1-00-cv-788657,~~“BWAY ~~Superior~~Guarantors”) ~~Court~~have ofguaranteed ~~California,~~the ~~County~~2018 ofNotes ~~Santa~~on ~~Clara,~~a ~~which~~senior ~~was~~unsecured ~~not~~basis. ~~filed~~These atguarantees ~~that~~are ~~time.~~joint ~~Following~~and several ~~discussions~~obligations ~~with~~of ~~plaintiffs’~~the ~~counsel~~BWAY ~~requesting~~Guarantors, ~~that~~each ~~Armstrong~~of bewhich ~~dismissed~~is ~~from~~a ~~the~~100% ~~Santa Clara~~owned ~~case,~~subsidiary ~~plaintiffs’~~of ~~counsel~~BWAY ~~agreed to dismiss Armstrong~~Intermediate. OnICL and ~~March 16,~~Ropak ~~2011~~Canada, ~~plaintiffs~~our ~~filed~~foreign ~~their~~subsidiaries, ~~Fourth~~do ~~Amended Complaint in which Armstrong is~~ not ~~named~~guarantee asthe a2018 ~~defendant~~Notes.

~~Litigation~~In ~~Related~~the tofollowing tables, we present consolidating supplemental financial information for BWAY Holding (issuer of the ~~Merger~~2018 Notes), BWAY Intermediate (parent guarantor of the issuer), BWAY Holding’s domestic guarantor subsidiaries and the non-guarantor subsidiary together with eliminations as of and for the periods indicated.

OnWe ~~April 5,~~have ~~2010,~~prepared athe ~~putative~~following ~~stockholder~~information ~~class~~using ~~action lawsuit was filed in~~ the ~~Superior~~equity ~~Court~~method of ~~Fulton~~accounting ~~County,~~and ~~State~~certain expenses of ~~Georgia, against~~ BWAY Holding, ~~the members of the board of directors of BWAY~~have ~~Holding,~~been ~~the~~pushed-down ~~chief~~to ~~financial officer of~~ BWAY. ~~Holding,~~For ~~MDP~~example, ~~BWAY~~interest ~~Parent~~expense ~~and~~associated ~~Merger~~with ~~Sub. The complaint in~~ the ~~lawsuit~~debt ~~asserted that the members~~ of ~~the board of directors and the chief financial officer breached their fiduciary duties by causing~~ BWAY Holding tois ~~enter~~included ~~into~~in the ~~Merger~~interest ~~Agreement~~expense ~~and~~of ~~further~~its ~~asserted~~guarantor ~~that BWAY Holding~~subsidiaries, ~~MDP,~~which ~~BWAY~~are ~~Parent~~paying ~~and~~the ~~Merger Sub aided and abetted those alleged breaches of duty~~interest. ~~The~~In ~~complaint sought~~addition, ~~among~~we ~~other~~have ~~relief,~~pushed-down ~~an order enjoining~~ the ~~consummation~~benefit ~~of the~~from ~~Merger~~income ~~and~~taxes ~~rescinding~~associated ~~the~~with ~~Merger~~BWAY ~~Agreement.~~Holding’s Ondebt ~~November 10,~~to ~~2010,~~ the ~~court~~guarantor ~~issued~~subsidiaries. aThe ~~final~~amounts ~~order~~pushed-down ~~approving a settlement agreed~~ to ~~between~~ the ~~parties~~subsidiaries ~~and~~are ~~dismissing~~reflected in the ~~case~~parent ~~with~~entity’s ~~prejudice.~~equity ~~At September 30, 2010, we had approximately $0.5 million accrued related to this litigation, which we paid~~ in ~~November~~income ~~2010~~or ~~following~~loss ~~the issuance~~ of ~~the final order~~subsidiaries.

We continue to incur certain legal fees and expenses related to litigation that may not be covered by insurance. During each of the first six months of 2011 and 2010, we did not incur any legal fees and expenses related to litigation that were not covered by insurance.

Letters of Credit

At March 31, 2011, a bank had issued standby letters of credit on our behalf in the aggregate amount of $5.0 million, primarily in favor of our workers’ compensation insurers.

Collective Bargaining Agreements

At March 31, 2011, 31.2% of our hourly employees worked under nine separate collective bargaining agreements. At March 31, 2011, two of the nine collective bargaining agreements, representing approximately 32% of the unionized workforce, will become amendable in the 12 months subsequent to March 31, 2011.

Commodity Risk

We are subject to various risks and uncertainties related to changing commodity prices for, and the availability of, the raw materials (primarily steel and plastic resin) and energy (primarily electricity and natural gas) used in our manufacturing processes.

14. BUSINESS SEGMENTS

We do not allocate stock-based compensation expense or certain other general administrative expenses to our business segments for reporting purposes. These unallocated expenses are included in our business segment disclosures as “corporate undistributed expenses.”

In the periods presented, there were no significant inter-segment sales. Management uses a measure of segment earnings to evaluate segment performance. We calculate segment earnings as segment gross profit (excluding depreciation and amortization) less selling expenses.

The following tables set forth certain financial information attributable to our business segments for the three and six months ended March 31, 2011 and March 31, 2010:

	Three Months Ended					Six Months Ended
	Successor			Predecessor		Successor			Predecessor
($ in millions)	March 31,2011			March 31,2010		March 31,2011			March 31,2010
Net sales
Metal packaging	$	180.9		$	155.5	$	325.6		$	298.6
Plastic packaging		121.4			92.5		217.4			168.4
Consolidated net sales		302.3			248.0		543.0			467.0
Income (Loss) Before Income Taxes
Segment earnings
Metal packaging	$	35.7		$	29.3	$	55.8		$	49.7
Plastic packaging		7.3			8.9		7.1			18.7
Segment earnings		43.0			38.2		62.9			68.4
Expenses not distributed to segments
Corporate undistributed expenses		2.5			3.1		5.8			6.9
Depreciation and amortization (summarized below)		22.0			13.1		43.7			26.8
Restructuring		0.5			0.7		0.8			2.7
Interest, net		13.9			8.8		27.6			17.7
Merger transaction costs		–			5.0		–			5.0
Business acquisition costs		0.1			–		0.6			0.5
Other		(0.4	)		0.4		(1.5	)		0.8
Total expenses not distributed to segments		38.6			31.1		77.0			60.4
Consolidated income (loss) before income taxes	$	4.4		$	7.1	$	(14.1	)	$	8.0
Depreciation and amortization
Metal packaging	$	12.5		$	5.8	$	25.1		$	12.5
Plastic packaging		8.9			6.9		17.3			13.5
Segment depreciation and amortization		21.4			12.7		42.4			26.0
Corporate		0.6			0.4		1.3			0.8
Consolidated depreciation and amortization	$	22.0		$	13.1	$	43.7		$	26.8

The following table sets forth total assets attributable to our business segments as of March 31, 2011 and September 30, 2010:

($ in millions)	March 31,2011		September 30,2010
Total assets
Metal packaging	$	597.7	$	555.8
Plastic packaging		549.4		511.5
Segment total assets		1,147.1		1,067.3
Corporate		250.2		295.7
Total assets	$	1,397.3	$	1,363.0

The following table sets forth the percentage of net sales and net sales by customer geographic location for the three and six months ended March 31, 2011 and March 31, 2010:

	Three Months Ended						Six Months Ended
	Successor			Predecessor			Successor			Predecessor
($ in millions)	March 31,2011			March 31,2010			March 31,2011			March 31,2010
Consolidated net sales
United States		93	%		92	%		93	%		91	%
Canada		7			8			7			8
Other		–			–			–			1
Total		100	%		100	%		100	%		100	%
Metal packaging net sales
United States		94	%		92	%		94	%		92	%
Canada		6			8			6			7
Other		–			–			–			1
Total		100	%		100	%		100	%		100	%
Plastic packaging net sales
United States		92	%		90	%		92	%		90	%
Canada		8			10			8			10
Total		100	%		100	%		100	%		100	%

15. SUPPLEMENTAL GUARANTOR SUBSIDIARIES INFORMATION

BWAY Intermediate and 100% of BWAY Holding’s domestic subsidiaries fully and unconditionally guarantee obligations under the 2018 Notes. All of our 100% owned U.S. subsidiaries have guaranteed the 2018 Notes (the “Guarantor Subsidiaries”) on a senior unsecured basis. These guarantees are joint and several obligations of the Guarantors. Our foreign subsidiary does not guarantee these notes. BWAY Intermediate was a newly formed entity with no assets, liabilities or operations prior to the completion of the Merger.

In the following tables, we present condensed consolidating supplementary financial information for BWAY Holding (issuer of the notes), BWAY Intermediate (parent guarantor of the issuer), BWAY Holding’s domestic guarantor subsidiaries and the non-guarantor subsidiary together with eliminations as of and for the periods indicated. Information presented for the Predecessor periods reflects comparative information for the issuer, guarantors and non-guarantor of the 2018 Notes and is not necessarily applicable to Predecessor’s 2014 Notes.

The following information has been prepared using the equity method of accounting and certain expenses of the holding company have been pushed-down to the operating subsidiary. For example, interest expense associated with the debt of BWAY Holding is included in the interest expense of the guarantor subsidiaries, which are paying the interest. In addition, the company generally files U.S. income tax returns at the parent level, but income tax expense (or benefit) is reflected in the provision for (benefit from) income taxes of the guarantor subsidiaries. The amounts pushed-down to the subsidiaries are reflected in the parent company’s equity in net income (loss) of the subsidiaries.

BWAY Intermediate Company, Inc. and Subsidiaries

Supplemental Unaudited Condensed Consolidating Balance Sheet Information

March 31, ~~2011~~2013

($ in millions)	BWAYIntermediate(Parent)			BWAYHolding(Issuer)	~~BWAY Holding(Issuer)~~			GuarantorSubsidiaries		~~GuarantorSubsidiaries~~		NonGuarantorSubsidiary			~~Non GuarantorSubsidiary~~	Eliminations			~~Eliminations~~Consolidated				~~Consolidated~~
Assets
Current assets
Cash and cash equivalents	$	$–	–	$	–	$	–	$	1.8		$	~~1.0~~$	5.1			$	~~4.0~~–		$	$6.9	–			$	~~5.0~~
Accounts receivable, net		–	–		–		–		158.2			~~151.0~~	18.3				~~5.5~~–			176.5	–				~~156.5~~
Inventories, net		–	–		–		–		130.5			~~141.8~~	15.1				~~3.1~~–			145.6	–				~~144.9~~
Other current assets		–	–		–		–		75.2			~~83.1~~	0.6				~~1.6~~–			75.8	~~(49.0~~	)			~~35.7~~
Total current assets		–			–				365.7			~~376.9~~	39.1				~~14.2~~–			404.8	~~(49.0~~	)			~~342.1~~
Property, plant and equipment, net		–	–		–		–		360.7			~~168.5~~	22.2				~~14.6~~–			382.9	–				~~183.1~~
Goodwill		–	–		–		–		585.1			~~396.8~~	–				~~36.0~~–			585.1					~~432.8~~
Other intangible assets, net		–	–		–		–		699.5			~~392.1~~	8.9				~~12.9~~–			708.4	–				~~405.0~~
Other assets			–				–					27.8					6.5				–				34.3
Deferred debt issuance cost		–			–				27.6				–				–			27.6
Intercompany							679.3					–					–				(679.3	)			–
Other assets		–			–				41.8				–				(35.4	)		6.4
Investment in subsidiaries			278.3				278.3					28.3					–				(584.9	)			–
Intercompany		–			983.5				–				–				(983.5	)		–
Total assets		$	278.3			$	957.6				$	1,390.4				$	84.2			$	(1,313.2	)		$	1,397.3
Investment in subsidiaries		577.2			577.2				22.3				–				(1,176.7	)		–
Liabilities and Stockholder’s Equity
Total assets	$	577.2		$	1,560.7			$	2,102.7			$	70.2			$	(2,195.6	)	$	2,115.2
Current liabilities
Liabilities and Stockholder’s Equity
Accounts payable		$	–			$	–				$	133.9				$	5.1			$	–			$	139.0
Current liabilities
Other current liabilities			–				–					92.2					2.1				(49.0	)			45.3
Accounts payable	$	–		$	–			$	95.7			$	9.8			$	–		$	105.5
Current portion of long-term debt			–				4.7					–					0.4				–				5.1
Other current liabilities		–			6.0				50.9				6.1				–			63.0
Total current liabilities			–				4.7					226.1					7.6				(49.0	)			189.4
Current portion of long-term debt		–			7.3				–				0.4				(0.4	)		7.3
Long-term debt			–				674.6					–					41.3				–				715.9
Total current liabilities		–			13.3				146.6				16.3				(0.4	)		175.8
Deferred tax liabilities			–				–					165.1					2.3				–				167.4
Long-term debt		–			970.2				–				35.0				(35.0	)		970.2
Intercompany			–				–					674.7					4.6				(679.3	)			–
Deferred tax liabilities		–			–				347.8				0.2				–			348.0
Other liabilities			–				–					46.2					0.1				–				46.3
Intercompany		–			–				988.4				(4.9	)			(983.5	)		–
Total stockholder’s equity			278.3				278.3					278.3					28.3				(584.9	)			278.3
Other liabilities		–			–				42.7				1.3				–			44.0
Total liabilities and stockholder’s equity		$	278.3			$	957.6				$	1,390.4				$	84.2			$	(1,313.2	)		$	1,397.3
Total stockholder’s equity		577.2			577.2				577.2				22.3				(1,176.7	)		577.2
Total liabilities and stockholder’s equity	$	577.2		$	1,560.7			$	2,102.7			$	70.2			$	(2,195.6	)	$	2,115.2

2321

BWAY Intermediate Company, Inc. and Subsidiaries

Supplemental Unaudited Condensed Consolidating Balance Sheet Information

~~September~~December 3031, ~~2010~~2012

($ in millions)	BWAYIntermediate(Parent)			BWAYHolding(Issuer)	~~BWAY Holding(Issuer)~~			GuarantorSubsidiaries		~~GuarantorSubsidiaries~~		NonGuarantorSubsidiary			~~NonGuarantorSubsidiary~~	Eliminations			~~Eliminations~~Consolidated				~~Consolidated~~
Assets
Current assets
Cash and cash equivalents	$	$–	–	$	–	$	–	$	0.5		$	~~94.5~~$	1.7			$	~~6.8~~–		$	$2.2	–			$	~~101.3~~
Accounts receivable, net		–	–		–		–		98.9			~~115.7~~	3.4				~~5.3~~–			102.3	–				~~121.0~~
Inventories, net		–	–		–		–		122.9			~~103.5~~	2.6				~~2.6~~–			125.5	–				~~106.1~~
Other current assets		–	–		–		–		61.5			~~70.7~~	1.1				~~1.9~~–			62.6	~~(46.1~~	)			~~26.5~~
Total current assets		–	–		–		–		283.8			~~384.4~~	8.8				~~16.6~~–			292.6	~~(46.1~~	)			~~354.9~~
Property, plant and equipment, net		–	–		–		–		273.6			~~150.8~~	5.0				~~12.9~~–			278.6	–				~~163.7~~
Goodwill		–	–		–		–		491.0			~~374.1~~	–				~~33.3~~–			491.0	–				~~407.4~~
Other intangible assets, net		–	–		–		–		625.8			~~392.7~~	9.3				~~13.2~~–			635.1	–				~~405.9~~
Other assets			–				–					31.1					–								31.1
Deferred debt issuance costs		–			–				19.7				–				–			19.7
Intercompany			–				646.8					–					–				(646.8	)			–
Other assets		–			–				39.1				–				(35.0	)		4.1
Investment in subsidiaries			281.6				281.6					24.8					–				(588.0	)			–
Intercompany		–			699.3				–				0.3				(699.6	)		–
Total assets		$	281.6			$	928.4				$	1,357.9				$	76.0			$	(1,280.9	)		$	1363.0
Investment in subsidiaries		574.2			574.2				(16.2	)			–				(1,132.2	)		–
Liabilities and Stockholder’s Equity
Total assets	$	574.2		$	1,273.5			$	1,716.8			$	23.4			$	(1,866.8	)	$	1,721.1
Current liabilities
Liabilities and Stockholder’s Equity
Accounts payable		$	–			$	–				$	129.2				$	3.9			$	–			$	133.1
Current liabilities
Other current liabilities			–				–					97.4					2.7				(46.1	)			54.0
Accounts payable	$	–		$	–			$	69.7			$	3.1			$	–		$	72.8
Current portion of long-term debt			–				4.5					–					0.4				–				4.9
Other current liabilities		–			0.9				39.5				1.4				–			41.8
Total current liabilities			–				4.5					226.6					7.0				(46.1	)			192.0
Current portion of long-term debt					4.7				–				–				–			4.7
Long-term debt			–				642.3					–					41.5				–				683.8
Total current liabilities		–			5.6				109.2				4.5				–			119.3
Deferred tax liabilities			–				–					156.9					1.5				–				158.4
Long-term debt		–			693.7				–				35.0				(35.0	)		693.7
Intercompany			–				–					645.6					1.2				(646.8	)			–
Deferred tax liabilities		–			–				290.6				–				–			290.6
Other liabilities			–				–					47.2					–				–				47.2
Intercompany		–			–				699.6				–				(699.6	)		–
Total stockholder’s equity			281.6				281.6					281.6					24.8				(588.0	)			281.6
Other liabilities		–			–				43.2				0.1				–			43.3
Total liabilities and stockholder’s equity		$	281.6			$	928.4				$	1,357.9				$	76.0			$	(1,280.9	)		$	1,363.0
Total stockholder’s equity		574.2			574.2				574.2				(16.2	)			(1,132.2	)		574.2
Total liabilities and stockholder’s equity	$	574.2		$	1,273.5			$	1,716.8			$	23.4			$	(1,866.8	)	$	1,721.1

2422

BWAY Intermediate Company, Inc. and Subsidiaries (Successor)

Supplemental Unaudited Condensed Consolidating Statement of Operations ~~Information~~

~~For~~and ~~the~~Comprehensive ~~three~~Income ~~months~~Information ~~ended March 31, 2011~~

($ in millions)	BWAYIntermediate(Parent)			BWAY Holding(Issuer)			GuarantorSubsidiaries				Non GuarantorSubsidiary				Eliminations				Consolidated
Net sales		$	–		$	–		$	293.1			$	9.2			$	–			$	302.3
Costs and expenses
Cost of products sold (excluding depreciation and amortization)			–			–			249.1				8.4				–				257.5
Depreciation and amortization			–			–			20.6				1.4				–				22.0
Selling and administrative			–			–			4.2				0.1				–				4.3
Restructuring			–			–			0.4				0.1				–				0.5
Interest, net			–			–			13.2				0.7				–				13.9
Other			–			–			0.7				(1.0	)			–				(0.3	)
Total costs and expenses			–			–			288.2				9.7				–				297.9
Income (loss) before income taxes			–			–			4.9				(0.5	)			–				4.4
Provision for (benefit from) income taxes			–			–			3.0				(0.1	)			–				2.9
Equity in income (loss) of subsidiaries			1.5			1.5			(0.4	)			–				(2.6	)			–
Net income (loss)		$	1.5		$	1.5		$	1.5			$	(0.4	)		$	(2.6	)		$	1.5

For the three months ended March 31, 2013


($ in millions)	BWAY Intermediate (Parent)		BWAY Holding (Issuer)		Guarantor Subsidiaries		Non Guarantor Subsidiary		Eliminations		Consolidated
Net sales		$–		$–		$323.5		$30.5		$–		$354.0

Costs and expenses
Cost of products sold (excluding depreciation and amortization)		–		–		271.5		26.0		–		297.5
Depreciation and amortization		–		–		21.5		2.1		–		23.6
Selling and administrative		–		–		8.3		0.8		–		9.1
Restructuring		–		–		1.4		0.2		–		1.6
Interest		–		4.3		9.5		–		–		13.8
Business acquisition costs		–		–		4.7		–		–		4.7
Management fee		–		–		1.3		–		–		1.3
Other income (expense)		–		–		(0.1)		(0.1)		–		(0.2)

Total costs and expenses		–		4.3		318.1		29.0		–		351.4


Loss (income) before income taxes		–		(4.3)		5.4		1.5		–		2.6
Provision for (benefit from) income taxes		–		(1.6)		1.0		0.6		–		–
Equity in income of subsidiaries		2.6		5.3		0.9		–		(8.8)		–

Net income		$2.6		$2.6		$5.3		$0.9		$(8.8)		$2.6


Comprehensive income (loss)		$1.8		$1.8		$4.5		$0.1		$(6.4)		$1.8

BWAY Intermediate Company, Inc. and Subsidiaries (Predecessor)

Supplemental Unaudited Condensed Consolidating Statement of Operations ~~Information~~

~~For~~and ~~the~~Comprehensive ~~three~~Income ~~months~~Information ~~ended March 31, 2010~~

				Guarantors
($ in millions)	BWAY Holding			BWAYCorporation			GuarantorSubsidiaries			Non GuarantorSubsidiary			Eliminations				Consolidated
Net sales		$	–		$	132.8		$	104.6		$	10.6		$	–			$	248.0
Costs and expenses
Cost of products sold (excluding depreciation and amortization)			–			104.5			94.8			8.7			(0.1	)			207.9
Depreciation and amortization			–			5.6			6.7			0.8			–				13.1
Selling and administrative			–			3.5			1.3			0.2			–				5.0
Restructuring			–			0.6			–			0.1			–				0.7
Interest, net			–			8.2			0.3			0.3			–				8.8
Other			–			5.0			–			0.3			0.1				5.4
Total costs and expenses			–			127.4			103.1			10.4			–				240.9
Income before income taxes			–			5.4			1.5			0.2			–				7.1
Provision for income taxes			–			2.0			0.7			–			–				2.7
Equity in income of subsidiaries			4.4			1.0			0.2			–			(5.6	)			–
Net income		$	4.4		$	4.4		$	1.0		$	0.2		$	(5.6	)		$	4.4

For the three months ended March 31, 2012


($ in millions)	BWAY Intermediate (Parent)		BWAY Holding (Issuer)		Guarantor Subsidiaries		Non Guarantor Subsidiary		Eliminations		Consolidated
Net sales		$–		$–		$301.3		$8.4		$–		$309.7

Costs and expenses
Cost of products sold (excluding depreciation and amortization)		–		–		253.9		7.4		–		261.3
Depreciation and amortization		–		–		20.9		0.8		–		21.7
Selling and administrative		–		–		6.0		0.2		–		6.2
Restructuring		–		–		0.8		0.1		–		0.9
Interest		–		5.9		6.1		0.5		–		12.5
Gain on disposition of equipment		–		–		(9.8)		–		–		(9.8)
Other		–		–		(0.3)		(0.8)		–		(1.1)

Total costs and expenses		–		5.9		277.6		8.2		–		291.7


Loss (income) before income taxes		–		(5.9)		23.7		0.2		–		18.0
Provision for income taxes		–		(2.2)		8.2		0.1		–		6.1
Equity in income of subsidiaries		11.9		15.6		0.1		–		(27.6)		–

Net income		$11.9		$11.9		$15.6		$0.1		$(27.6)		$11.9


Comprehensive income (loss)		$11.5		$11.5		$15.2		$(0.3)		$(26.4)		$11.5

BWAY Intermediate Company, Inc. and Subsidiaries (Successor)

Supplemental Unaudited Condensed Consolidating Statement of Operations Information

For the six months ended March 31, 2011

($ in millions)	BWAYIntermediate(Parent)				BWAY Holding(Issuer)				GuarantorSubsidiaries				Non GuarantorSubsidiary				Eliminations			Consolidated
Net sales		$	–			$	–			$	525.5			$	17.5			$	–		$	543.0
Costs and expenses
Cost of products sold (excluding depreciation and amortization)			–				–				460.3				15.6				–			475.9
Depreciation and amortization			–				–				41.3				2.4				–			43.7
Selling and administrative			–				–				9.6				0.4				–			10.0
Restructuring			–				–				0.7				0.1				–			0.8
Interest, net			–				–				26.3				1.3				–			27.6
Other			–				–				1.3				(2.2	)			–			(0.9	)
Total costs and expenses			–				–				539.5				17.6				–			557.1
Loss before income taxes			–				–				(14.0	)			(0.1	)			–			(14.1	)
(Benefit from) provision for income taxes			–				–				(5.0	)			0.1				–			(4.9	)
Equity in loss of subsidiaries			(9.2	)			(9.2	)			(0.2	)			–				18.6			–
Net loss		$	(9.2	)		$	(9.2	)		$	(9.2	)		$	(0.2	)		$	18.6		$	(9.2	)

BWAY Intermediate Company, Inc. and Subsidiaries (Predecessor)

Supplemental Unaudited Condensed Consolidating Statement of Operations Information

For the six months ended March 31, 2010

				Guarantors
($ in millions)	BWAY Holding			BWAYCorporation			GuarantorSubsidiaries				Non GuarantorSubsidiary				Eliminations				Consolidated
Net sales		$	–		$	263.9		$	181.1			$	22.0			$	–			$	467.0
Costs and expenses
Cost of products sold (excluding depreciation and amortization)			–			214.6			161.0				19.3				(0.1	)			394.8
Depreciation and amortization			–			11.2			12.6				3.0				–				26.8
Selling and administrative			–			8.8			1.5				0.4				–				10.7
Restructuring			–			0.9			0.1				1.7				–				2.7
Interest, net			–			16.6			0.4				0.7				–				17.7
Other			–			5.9			(0.1	)			0.4				0.1				6.3
Total costs and expenses			–			258.0			175.5				25.5				–				459.0
Income (loss) before income taxes			–			5.9			5.6				(3.5	)			–				8.0
Provision for (benefit from) income taxes			–			2.0			2.1				(1.3	)			–				2.8
Equity in income (loss) of subsidiaries			5.2			1.3			(2.2	)			–				(4.3	)			–
Net income (loss)		$	5.2		$	5.2		$	1.3			$	(2.2	)		$	(4.3	)		$	5.2

BWAY Intermediate Company, Inc. and Subsidiaries

Supplemental Unaudited Condensed Consolidating Statement of Cash Flows Information

For the ~~six~~three months ended March 31, ~~2011~~2013

($ in millions)	BWAYIntermediate(Parent)			BWAY Holding(Issuer)	~~BWAY Holding(Issuer)~~			GuarantorSubsidiaries		~~GuarantorSubsidiaries~~		Non GuarantorSubsidiary		~~Non GuarantorSubsidiary~~	Eliminations			~~Eliminations~~Consolidated				~~Consolidated~~
Net cash (used in) provided by operating activities		$	–			$	–				$	(23.1	)		$	2.2			$	–			$	(20.9	)
Net cash provided by operating activities	$	–		$	–			$	12.4			$	3.1		$	–		$	15.5
Cash flows from investing activities
Capital expenditures		–	–		–		–		(13.8	)		~~(15.8~~	)–			~~(2.7~~–	)		(13.8	–)				~~(18.5~~	)
Business acquisitions			–				–					(47.1	)			–				–				(47.1	)
Cash paid for acquisitions, net of cash acquired		–			–				(266.2	)			–			–			(266.2	)
Change in intercompany		–	–		(270.8	)	~~(25.7~~	)	–			–	–			–270.8			–	~~25.7~~				–
Net cash used in investing activities		–	–		(270.8	)	~~(25.7~~	)	(280.0	)		~~(62.9~~	)–			(2270.78	)		(280.0	~~25.7~~)				~~(65.6~~	)
Cash flows from financing activities
Proceeds from additional credit facility borrowings			–				24.9					–				–				–				24.9
Proceeds from issuance of secured debt		–			261.0				–				–			–			261.0
Repayment of credit facility borrowings			–				(2.3	)				–				(0.2	)			–				(2.5	)
Repayments of secured debt		–			(1.8	)			–				–			–			(1.8	)
Proceeds from revolving credit facility borrowings		–	–		72.1		~~63.5~~		–			–	–			–			72.1	–				~~63.5~~
Repayment of revolving credit facility borrowings			–				(54.0	)				–				–				–				(54.0	)
Repayments of revolving credit facility borrowings		–			(51.4	)			–				–			–			(51.4	)
Repayment of acquired debt related to business acquisitions			–				–					(33.2	)			–				–				(33.2	)
Principal repayments under capital lease obligations		–			–				(0.3	)			–			–			(0.3	)
Payment of debt issuance costs		–	–		(9.1	)	~~(6.4~~	)	–			–	–			–			(9.1	–)				~~(6.4~~	)
Change in intercompany			–				–					25.7				–				(25.7	)			–
Dividend paid to Parent					–				(1.6	)			–			–			(1.6	)
Net cash provided by (used in) financing activities			–				25.7					(7.5	)			(0.2	)			(25.7	)			(7.7	)
Change in intercompany		–			–				270.8				–			(270.8	)		–
Effect of exchange rate changes on cash flows			–				–					–				(2.1	)			–				(2.1	)
Net provided by financing activities		–			270.8				268.9				–			(270.8	)		268.9
Net decrease in cash and cash equivalents			–				–					(93.5	)			(2.8	)			–				(96.3	)
Effect of exchange rate changes on cash and cash equivalents		–			–				–				0.3			–			0.3
Cash and cash equivalents, beginning of period			–				–					94.5				6.8				–				101.3
Net increase in cash and cash equivalents		–			–				1.3				3.4			–			4.7
Cash and cash equivalents, end of period		$	–			$	–				$	1.0			$	4.0			$	–			$	5.0
Cash and cash equivalents, beginning of period		–			–				0.5				1.7			–			2.2
Cash and cash equivalents, end of period	$	–		$	–			$	1.8			$	5.1		$	–		$	6.9

BWAY Intermediate Company, Inc. and Subsidiaries (Predecessor)

Supplemental Unaudited Condensed Consolidating Statement of Cash Flows Information

For the ~~six~~three months ended March 31, ~~2010~~2012

					Guarantors
($ in millions)	BWAYIntermediate(Parent)			BWAY Holding(Issuer)				GuarantorSubsidiaries				Non GuarantorSubsidiary				Eliminations			Consolidated
($ in millions)	BWAY Holding				BWAYCorporation					GuarantorSubsidiaries					OtherSubsidiaries				Eliminations				Consolidated
Net cash provided by operating activities	$	–		$	1.7			$	35.2			$	0.7			$	–		$	37.6
Net cash (used in) provided by operating activities		$	–			$	(12.4	)			$	12.2				$	(0.2	)		$	–			$	(0.4	)
Cash flows from investing activities
Cash flows from investing activities
Capital expenditures		–			–				(7.6	)			(0.2	)			–			(7.8	)
Capital expenditures			–				(6.0	)				(6.0	)				(0.4	)			–				(12.4	)
Net proceeds from disposition of equipment		–			–				12.2				–				–			12.2
Business acquisitions			–				(32.3	)				–					–				–				(32.3	)
Change in intercompany		–			15.8				0.1				–				(15.8	)		0.1
Change in intercompany			–				–					(5.7	)				–				5.7				–
Net cash provided by (used in) investing activities		–			15.8				4.7				(0.2	)			(15.8	)		4.5
Other			–				0.2					–					–				–				0.2
Cash flows from financing activities
Net cash used in investing activities			–				(38.1	)				(11.7	)				(0.4	)			5.7				(44.5	)
Repayments of secured debt		–			–				–				–				–			–
Cash flows from financing activities
Proceeds from revolving credit facility borrowings		–			14.5				–				–				–			14.5
Repayments of other long-term debt			–				(5.0	)				–					(1.6	)			–				(6.6	)
Repayments of revolving credit facility borrowings		–			(32.0	)			–				–				–			(32.0	)
Change in intercompany			–				5.7					–					–				(5.7	)			–
Principal repayments under capital lease obligations		–			–				(0.2	)			–				–			(0.2	)
Other			–				1.7					(0.2	)				–				–				1.5
Change in intercompany		–			–				(15.8	)			–				15.8			–
Net cash provided by (used in) financing activities			–				2.4					(0.2	)				(1.6	)			(5.7	)			(5.1	)
Net cash used in financing activities		–			(17.5	)			(16.0	)			–				15.8			(17.7	)
Effect of exchange rate changes on cash flows			–				–					–					0.6				–				0.6
Effect of exchange rate changes on cash and cash equivalents		–			–				–				–				–			–
Net (decrease) increase in cash and cash equivalents			–				(48.1	)				0.3					(1.6	)			–				(49.4	)
Net increase in cash and cash equivalents		–			–				23.9				0.5				–			24.4
Cash and cash equivalents, beginning of period		–	–		–		~~58.0~~		3.1			~~21.7~~	1.6				~~9.0~~–			4.7	–				~~88.7~~
Cash and cash equivalents, end of period	$	$–	–	$	–	$	~~9.9~~	$	27.0		$	~~22.0~~$	2.1			$	~~7.4~~–		$	$29.1	–			$	~~39.3~~

2724

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Our~~This ~~fiscal year ends on September 30. In this~~ discussion ~~and~~should ~~analysis,~~be weread refer to fiscal periods unless otherwise indicated. We sometimes refer to periods prior to consummation of the Merger as predecessor periods or to the Company as “Predecessor.” We sometimes refer to the periods from and after the consummation of the Merger as successor periods or to the Company as “Successor.” We have separated our historical financial results for Predecessor and Successor. The separate presentation is required under generally accepted accounting principles when there is a change in ~~accounting~~conjunction ~~basis,~~with ~~which occurred when purchase accounting was applied to~~ the ~~acquisition~~Annual ofReport ~~Predecessor. The merger occurred in June 2010,~~ and iswith ~~further discussed in Note~~ Item 1, ~~“General,” of Notes to Condensed Consolidated~~ “Financial Statements,” ~~included in Part I, Item 1~~ of this report. ~~The nature of the business, operations and customer relationships were not affected by the Merger.~~

InBWAY ~~our~~Intermediate ~~discussion~~is ofa ~~results~~100% ofowned ~~operations,~~subsidiary weof ~~discuss~~BWAY ~~gross~~Parent. ~~margin~~Effective November 5, ~~gross~~2012, ~~margin~~BWAY ~~percentage~~Parent ~~and~~was ~~segment~~acquired ~~earnings.~~by Wecertain ~~define~~private ~~gross~~equity ~~margin~~investment asvehicles ~~net~~sponsored ~~sales~~by ~~less~~Platinum. ~~cost~~For ofa ~~products~~discussion ~~sold,~~of ~~which~~the ~~excludes~~“Platinum ~~depreciation and~~Merger,” ~~amortization.~~see WeNote ~~define~~2, ~~gross~~“Acquisition ~~margin~~of ~~percentage~~BWAY asParent ~~gross margin divided~~ by ~~net~~Platinum” ~~sales.~~of WeNotes ~~define~~to Unaudited ~~segment~~Condensed ~~earnings~~Consolidated asFinancial ~~segment~~Statements ~~net~~under ~~sales~~Item 1. ~~less~~The ~~segment~~transaction ~~cost~~resulted ofin ~~products~~a ~~sold,~~change ~~which~~in ~~excludes depreciation and amortization, and segment related selling expenses~~control.

WeBWAY Intermediate ~~present~~continued ~~cost~~as ofthe ~~products~~same ~~sold~~legal ~~(excluding~~entity ~~depreciation~~following ~~and~~the ~~amortization)~~Platinum Merger. However, due to the change in control, our assets and ~~gross~~liabilities ~~margin~~were ~~because~~recorded ~~these~~at ~~measures~~their ~~are used~~estimated byfair ~~management~~value toas ~~evaluate~~of ~~performance.~~the ~~Management~~acquisition ~~believes~~date. ~~gross~~In ~~margin~~this discussion and ~~gross~~analysis, references ~~margin~~to ~~percentage~~“Predecessor” ~~provide~~or ~~information~~“Successor” onindicate the ~~contribution~~period ofpreceding ~~sales~~the toPlatinum ~~earnings~~Merger ~~before~~(through ~~interest~~November 5, ~~taxes,~~2012 ~~depreciation~~excluding ~~and~~the ~~amortization~~effects ~~(“EBITDA”~~of the merger) or the period succeeding the Platinum Merger, ~~which~~respectively. The separate presentation in the financial statements is arequired ~~primary~~when ~~performance~~there ~~measurement~~is ~~used~~a bychange ~~management~~in accounting basis.

~~Segments~~The Platinum Merger did not affect the nature of the business, operations or customer relationships.

WeOn ~~report~~January 18, ~~our~~2013, ~~results~~BWAY consummated the acquisition of ~~operations~~certain insubsidiaries ~~two~~of ~~segments:~~LINPAC ~~metal~~(as ~~packaging~~defined ~~and~~below) ~~plastic~~that ~~packaging.~~comprised ~~For~~LINPAC’s Ropak Packaging division (“Ropak”) pursuant to a ~~discussion~~definitive ofstock ~~our~~purchase ~~segments~~agreement dated November 30, ~~including~~2012 with LINPAC Finance Limited and ~~products~~LINPAC ~~within~~Group ~~each~~Limited, ~~see~~each ~~“Segments”~~a inprivate ~~“Management’s~~limited ~~Discussion~~company ~~and~~organized ~~Analysis~~under ofthe ~~Financial~~laws ~~Condition~~of England and ~~Results~~Wales, of(collectively, ~~Operation~~“LINPAC”), (the “Ropak Acquisition”). The aggregate consideration paid in connection with the ~~Registration~~transaction ~~Statement~~was $269.0 ~~Additional~~million ~~segment~~in ~~information~~cash (subject to certain customary adjustments at and after closing). Ropak is ~~also~~a ~~presented~~North inAmerican ~~Note~~producer ~~14, “Business~~of ~~Segments~~rigid,” ofplastic ~~Notes~~shipping tocontainers ~~Condensed~~serving ~~Consolidated~~the ~~Financial~~consumer ~~Statements~~goods, ~~included~~food inprocessing, ~~Part~~construction, Idairy, ~~Item 1~~petroleum ofand ~~this report~~other industries.

~~Factors~~In ~~Affecting~~order ~~Our~~to ~~Results~~finance the Ropak Acquisition, we entered into an incremental term loan commitment agreement to borrow an additional $261.0 million of ~~Operations~~term loans under the 2012 Term Loan and increased the size of the ABL Facility by $50.0 million. BWAY used the net proceeds from the additional Term Loan borrowings and borrowed $20.0 million of the ABL Facility to finance in part the consideration paid in connection with the Ropak Acquisition and to pay fees and expenses related to the acquisition and the associated financings. The 2012 Term Loan and the ABL Facility are defined in Note 6, “Long-Term Debt.”

~~For~~We ahave ~~discussion~~embarked ofon an accelerated operational improvement program to implement previously identified synergies ~~factors~~through ~~affecting~~the ~~our~~Ropak ~~results~~Acquisition ofand ~~operations~~operational improvements identified at the Company. To date, ~~including~~multiple ~~net~~actions representing approximately $65 million in annualized earnings improvement have been identified and are being implemented across a variety of functional areas including sales and marketing, ~~expenses~~supply chain, manufacturing and ~~raw~~SG&A. ~~materials~~As of March 31, ~~see~~2013, ~~“Factors~~initiatives ~~Affecting~~expected ~~Our~~to ~~Results~~generate approximately $29.9 million, or 46% of ~~Operations”~~such annualized earnings improvement, have been fully implemented with the majority of the remaining initiatives in ~~“Management’s~~advanced ~~Discussion~~stages of implementation and ~~Analysis~~expected to be complete by the end of ~~Financial~~2013. ~~Condition~~In ~~and~~addition, ~~Results~~we continue to identify additional cost saving opportunities that are in various stages of ~~Operation”~~development, and we expect to implement these initiatives in ~~the~~2014 ~~Registration~~and ~~Statement~~2015.

In25 the first quarter of fiscal 2011, we acquired Plastican and Phoenix Container. In this discussion and analysis, we refer to these acquisitions as the “recent acquisitions.” We discuss the recent acquisitions in Note 2, “Recent Acquisitions,” of Notes to Condensed Consolidated Financial Statements, included in Part I, Item 1 of this report.

Overview

Principal changes in our results of operations for the three months ended March 31, 2011 (the second quarter of 2011) as compared to the three months ended March 31, 2010 (the second quarter of 2010) (each, the second quarter) and for the six months ended March 31, 2011 (year to date 2011) as compared to the six months ended March 31, 2010 (year to date 2010) (each, year to date) were these:

• Consolidated net sales increased 21.9% to $302.3 million and gross margin percentage decreased to 14.8% from 16.2%. Excluding the impact of the recent acquisitions, consolidated net sales increased 10.8% and gross margin percentage increased to 19.3%.

• Metal packaging net sales increased 16.3% to $180.9 million and gross margin percentage increased to 20.3% from 19.6%. Excluding the impact of the recent acquisitions, metal packaging net sales increased 10.5% and gross margin percentage increased to 21.3%.

•Effective ~~Plastic~~February 8, ~~packaging~~2013, ~~net~~we ~~sales~~changed ~~increased~~our fiscal year end from September 30 to December 31.2% toThe ~~$121.4~~unaudited ~~million~~condensed ~~and~~consolidated ~~gross~~financial ~~margin~~statements ~~percentage~~in ~~decreased~~Item 1 tocover ~~6.8%~~the predecessor period from ~~10.6%.~~January 1, ~~Excluding~~2012 ~~the~~to ~~impact~~March 31, of2012 and the ~~recent~~successor ~~acquisitions,~~period ~~plastic~~from ~~packaging~~January 1, ~~net~~2013 ~~sales~~to ~~increased~~March 31, 112013.4% ~~and~~Our 2013 ~~gross~~fiscal ~~margin~~year ~~percentage~~will ~~decreased~~cover the period from January 1, 2013 to 7December 31, 2013.~~6%.~~

•We ~~Consolidated~~report ~~net~~our ~~sales~~results ~~volume~~of ~~increased~~operations in ~~approximately~~two ~~6.2%.~~segments: ~~Metal~~metal packaging ~~net sales increased approximately 9.8% due to volume~~ and plastic packaging ~~net sales volume was generally unchanged, each excluding volume related to the recent acquisitions~~. ~~Net~~See ~~sales~~Note ~~in each of the segments increased~~15, in“Business ~~part~~Segments,” ~~due~~of toNotes ~~higher selling prices related~~ to ~~the~~Unaudited ~~pass-through~~Condensed ofConsolidated ~~higher~~Financial ~~raw~~Statements ~~material~~under ~~costs~~Item 1.

•Factors ~~Consolidated~~Affecting ~~depreciation~~Our ~~and~~Results ~~amortization expense increased 67.9%. Excluding the impact~~ of ~~the~~Operations recent acquisitions, consolidated depreciation and amortization expense increased 56.5%. The increase, excluding the impact of the recent acquisitions, was primarily due to the revaluation of property, plant and equipment and higher intangible assets subject to amortization, each related to the Merger, in the third quarter of 2010.

•For ~~Interest~~a ~~expense~~discussion ~~increased~~of general ~~58.0%~~factors ~~primarily~~affecting ~~due~~our toresults ~~higher~~of ~~debt~~operations, ~~associated~~including ~~with~~net sales, expenses and raw materials, see “Factors Affecting Our Results of Operations” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of the ~~Merger~~Annual Report.

Results of Operations

~~The~~In ~~following~~our ~~tables~~discussion ~~set~~of ~~forth~~results ~~changes~~of inoperations, ~~our~~we ~~statements~~discuss the mathematical difference of ~~operations~~net ~~for~~sales ~~each~~and cost of ~~the~~products ~~three~~sold (excluding depreciation and ~~six~~amortization) ~~months~~and ~~ended~~that ~~March 31,~~difference ~~2011~~as a percentage of net sales. We also discuss segment earnings. We define segment earnings as segment net sales less segment cost of products sold and ~~March 31,~~segment ~~2010~~related selling expenses. Segment cost of products sold excludes segment depreciation and amortization.

($ in millions)	Second Quarter2011				Second Quarter2010			PercentageChange
Net sales		$	302.3			$	248.0		21.9	%
Cost of products sold (excluding depreciation and amortization)			257.5				207.9		23.9
Gross margin			44.8				40.1		11.7
Depreciation and amortization			22.0				13.1		67.9
Selling and administrative expense			4.3				5.0		(14.0	)
Restructuring expense			0.5				0.7		(28.6	)
Interest expense, net			13.9				8.8		58.0
Merger transaction costs			–				5.0		NM
Business acquisition costs			0.1				–		NM
Other			(0.4	)			0.4		NM
Income before income taxes			4.4				7.1		(38.0	)
Provision for income taxes			2.9				2.7		7.4
Net income		$	1.5			$	4.4		(65.9	) %

We exclude depreciation and amortization expense from our presentation of cost of products sold because management excludes it from operating results when evaluating segment and overall performance. Management believes the resulting measurement provides useful information to evaluate the contribution of net sales to earnings before interest, taxes, depreciation and amortization (“EBITDA”), a primary performance measure used by management.

~~NM—Not~~We ~~Meaningful~~have separated our historical financial results into the predecessor and successor periods, as discussed above, which is required under generally accepted accounting principles when there is a change in accounting basis as occurred when purchase accounting was applied as a result of the Platinum Merger. Management believes the transaction did not affect the fundamentals of the business and our discussion and analysis of our results of operations addresses the predecessor and successor periods on a combined basis when appropriate.


	Successor			Predecessor
($ in millions)	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012			Percent Change
Net sales
Metal packaging segment	$	183.1		$	188.8			(3.0	)%
Plastic packaging segment		170.9			120.9			41.4

Total	$	354.0		$	309.7			14.3	%


Cost of products sold (1)
Metal packaging segment	$	144.8		$	149.4			(3.1	)%
Plastic packaging segment		152.5			111.8			36.5

Segment total		297.3			261.2			13.8
Corporate		0.2			0.1			100.0

Total	$	297.5		$	261.3			13.9	%


Net sales less cost of products sold
Metal packaging segment	$	38.3		$	39.4			(2.5	)%
Plastic packaging segment		18.4			9.1			NM
Corporate		(0.2	)		(0.1	)		(100.0	)

($ in millions)	YTD 2011					YTD 2010					PercentageChange
	Successor				Predecessor
Net sales		$	543.0				$	467.0				16.3	%
($ in millions)	Three MonthsEnded March31, 2013				Three MonthsEnded March31, 2012				PercentChange
Cost of products sold (excluding depreciation and amortization)			475.9					394.8				20.5
Total	$	56.5			$	48.4				16.7	%
Gross margin			67.1					72.2				(7.1	)
Net sales less cost of products sold as a percentage of net sales
Depreciation and amortization			43.7					26.8				63.1
Metal packaging segment		20.9	%			20.9	%
Selling and administrative expense			10.0					10.7				(6.5	)
Plastic packaging segment		10.7				7.5
Restructuring expense			0.8					2.7				(70.4	)
Consolidated		16.0				15.6
Interest expense, net			27.6					17.7				55.9
Merger transaction costs			–					5.0				NM
Business acquisition costs			0.6					0.5				20.0
Other			(1.5	)				0.8				NM
(Loss) income before income taxes			(14.1	)				8.0				NM
(Benefit from) provision for income taxes			(4.9	)				2.8				NM
Net (loss) income		$	(9.2	)			$	5.2				NM	%
NM—Not Meaningful
Net Sales
($ in millions)	Second Quarter2011					Second Quarter2010					PercentageChange
Net sales by segment
Metal packaging		$	180.9				$	155.5				16.3	%
Plastic packaging			121.4					92.5				31.2
Consolidated net sales		$	302.3				$	248.0				21.9	%
($ in millions)	YTD 2011					YTD 2010					PercentageChange
Net sales by segment
Metal packaging		$	325.6				$	298.6				9.0	%
Plastic packaging			217.4					168.4				29.1
Consolidated net sales		$	543.0				$	467.0				16.3	%

In(1) ~~2011,~~Excludes ~~the~~depreciation ~~recent acquisitions contributed $9.0 million~~ and ~~$9.7~~amortization ~~million, to metal packaging net sales for the quarter and year to date, respectively~~expense. Excluding the impact of the recent acquisitions, segment net sales increased in each of the quarter and year to date, which was primarily due to the mix of products sold, higher selling prices related to the pass-through of higher raw material costs and an increase in volume.

InNet ~~2011,~~Sales the recent acquisitions contributed $18.4 million and $33.8 million, to plastic packaging net sales for the quarter and year to date, respectively. Excluding the impact of the recent acquisitions, segment net sales increased in each of the quarter and year to date, which was primarily due to an increase in volume and higher selling prices related to the pass-through of higher raw material costs.

30Consolidated net sales for the quarter ended March 31, 2013 increased $44.3 million, or 14.3%, to $354.0 million compared to the same period last year. The increase is primarily due to the effect of the Ropak Acquisition, which generated sales of $61.9 million from January 19, 2013 through March 31, 2013. Also, impacting the comparability of net sales was the sale of the Company’s plastic bottle business in March 2012 that accounted for $6.2 million of revenue in the prior year period. Excluding the effect of the acquisition of Ropak and lost revenue from the plastic bottle business, net sales decreased by $11.4 million primarily due to a 4.4% decrease in overall volumes primarily as a result of lower market demand, and was partially offset by the pass-through of higher raw material costs in our metal business.

During the quarter ended March 31, 2013, net sales for the Company’s metal packaging segment were $183.1 million compared to $188.8 million in the same period last year. The decrease resulted from lower volumes of 4.2% and was partially offset by a stronger sales mix and the effective pass-through of higher raw material costs.

During the quarter ended March 31, 2013, net sales for the plastic packaging segment were $170.9 million compared to $120.9 million in the same period last year. The increase is primarily from the Ropak Acquisition which had sales of $61.9 million. Excluding the impact of the Ropak Acquisition and the sale of the bottle business, plastic segment revenues decreased $5.7 million as volume decreased 5.7% driven partially by actions taken to reduce or eliminate lower margin accounts. Lower volumes were partially offset by a stronger sales mix.

Difference between net sales and cost of products sold (excluding depreciation and amortization)

The difference between consolidated net sales and cost of products sold (excluding depreciation and amortization) was $56.5 million for the quarter ended March 31, 2013 and includes $0.8 million of non-cash expenses resulting from Ropak inventory adjustments resulting from purchase accounting. Excluding the impact of the Ropak Acquisition and the March 2012 sale of the plastic bottle business, the difference between net sales and cost of products sold was $47.3 million compared to $48.4 million for the same period last year; and as a percentage of net sales excluding the Ropak Acquisition and sale of the bottle business, the difference increased to 16.2% from 15.9% in the quarter ended March 31, 2013 and March 31, 2012, respectively. The percentage increase was largely attributable to effective management of the pass-through of raw material price changes, a stronger sales mix and actions taken to reduce or eliminate lower margin accounts.

The difference between metal net sales and cost of products sold (excluding depreciation and amortization) for the quarter ended March 31, 2013 was $38.3 million compared to $39.4 million for the same period last year. However, the difference between metal net sales and cost of products sold (excluding depreciation and amortization) as a percentage of net sales remained approximately 21% in both periods. Lower volumes of 4.2% were partially offset by a stronger mix and the effective pass-through of higher raw material costs.

The difference between plastic net sales and cost of products sold (excluding depreciation and amortization) for the quarter ended March 31, 2013 was $18.4 million. Excluding the Ropak Acquisition and the March 2012 sale of the plastic bottle business, the difference was $9.2 million compared to $9.1 million in the same period last year and the difference between net sales and the cost of products sold (excluding depreciation and amortization) as a percentage of sales increased to 8.4%

~~Cost~~ from 7.9%. The increase resulted from actions taken by the Company to improve margins in this segment, including productivity improvement initiatives, changes in policies and practices with regard to passing through changes in resin prices and proactive actions related to lower margin accounts. Including the Ropak Acquisition, the difference between net sales and the cost of ~~Products~~products ~~Sold~~sold (excluding depreciation and ~~Gross~~amortization) ~~Margin~~as a percentage of sales was 10.7% for the current period.

($ in millions)	Second Quarter2011				Second Quarter2010				PercentageChange
Cost of products sold by segment
Metal packaging		$	144.2			$	125.0			15.4	%
Plastic packaging			113.2				82.7			36.9
Segment cost of products sold			257.4				207.7			23.9
Corporate undistributed expenses			0.1				0.2			(50.0	)
Consolidated cost of products sold		$	257.5			$	207.9			23.9	%
($ in millions)	YTD 2011				YTD 2010				PercentageChange
Cost of products sold by segment
Metal packaging		$	267.6			$	246.5			8.6	%
Plastic packaging			208.1				148.0			40.6
Segment cost of products sold			475.7				394.5			20.6
Corporate undistributed expenses			0.2				0.3			(33.3	)
Consolidated cost of products sold		$	475.9			$	394.8			20.5	%
($ in millions)	Second Quarter2011				Second Quarter2010				PercentageChange
Gross margin by segment
Metal packaging		$	36.7			$	30.5			20.3	%
Plastic packaging			8.2				9.8			(16.3	)
Segment gross margin			44.9				40.3			11.4
Corporate undistributed expenses			(0.1	)			(0.2	)		(50.0	)
Consolidated gross margin		$	44.8			$	40.1			11.7	%
Gross margin percentage
Metal packaging			20.3	%			19.6	%
Plastic packaging			6.8	%			10.6	%
Consolidated			14.8	%			16.2	%
($ in millions)	YTD 2011				YTD 2010				PercentageChange
Gross margin by segment
Metal packaging		$	58.0			$	52.1			11.3	%
Plastic packaging			9.3				20.4			(54.4	)
Segment gross margin			67.3				72.5			(7.2	)
Corporate undistributed expenses			(0.2	)			(0.3	)		(33.3	)
Consolidated gross margin		$	67.1			$	72.2			(7.1	) %
Gross margin percentage
Metal packaging			17.8	%			17.4	%
Plastic packaging			4.3	%			12.1	%
Consolidated			12.4	%			15.5	%

In 2011, higher sales associated with the recent acquisitions and increased volume, partially offset by productivity and lower spending, contributed to an increase in metal packaging segment and plastic packaging segment cost of products sold in each of the quarter and year to date. Plastic packaging segment gross margin percentage in each of the quarter and year to date continued to be adversely impacted by the timing and magnitude of increases in the cost of resin, as selling price increases due to the pass-through of resin cost changes lagged the cost increases.

Depreciation and Amortization

($ in millions)	Second Quarter2011			Second Quarter2010			PercentageChange
Depreciation and amortization by segment
Metal packaging		$	12.5		$	5.8		115.5	%
Plastic packaging			8.9			6.9		29.0
Segment depreciation and amortization			21.4			12.7		68.5
Corporate undistributed expenses			0.6			0.4		50.0
Consolidated depreciation and amortization		$	22.0		$	13.1		67.9	%
($ in millions)	YTD 2011			YTD 2010			PercentageChange
Depreciation and amortization by segment
Metal packaging		$	25.1		$	12.5		100.8	%
Plastic packaging			17.3			13.5		28.1
Segment depreciation and amortization			42.4			26.0		63.1
Corporate undistributed expenses			1.3			0.8		62.5
Consolidated depreciation and amortization		$	43.7		$	26.8		63.1	%

In the second quarter and first six months of 2011, amortization expense included in segment depreciation and amortization increased $5.8 million and $11.8 million, respectively, for the metal packaging segment and $1.6 million and $2.9 million, respectively, for the plastic packaging segment, each primarily due to the revaluation of other intangible assets subject to amortization related to the Merger. In the second quarter and first six months of 2010, segment depreciation and amortization included $0.6 million and $1.7 million, respectively, of additional depreciation associated with restructuring activities.

Selling and Administrative Expense

($ in millions)	Second Quarter2011			Second Quarter2010			PercentageChange
Selling and administrative expense by segment
Metal packaging		$	1.0		$	1.2		(16.7	) %
Plastic packaging			0.9			0.9		–
Segment selling and administrative expense			1.9			2.1		(9.5	)
Corporate undistributed expenses			2.4			2.9		(17.2	)
Consolidated selling and administrative expense		$	4.3		$	5.0		(14.0	) %
($ in millions)	YTD 2011			YTD 2010			PercentageChange
Selling and administrative expense by segment
Metal packaging		$	2.2		$	2.4		(8.3	) %
Plastic packaging			2.2			1.7		29.4
Segment selling and administrative expense			4.4			4.1		7.3
Corporate undistributed expenses			5.6			6.6		(15.2	)
Consolidated selling and administrative expense		$	10.0		$	10.7		(6.5	) %

In the quarter ended March 31, 2013, selling and administrative expense was $9.1 million compared to $6.2 million for the prior year quarter. Excluding the impact of the Ropak Acquisition, selling and administrative expense increased to $6.7 million, primarily as a result of higher professional fees related to identifying and executing business performance improvement initiatives.

~~Excluding~~Other ~~increases~~items associated with the recent acquisitions, segment selling and administrative expense in the second quarter and first six months of 2011 decreased $0.3 million and $0.4 million, respectively, for the metal packaging segment and decreased $0.1 million and increased $0.1 million, respectively, for the plastic packaging segment. The decrease in metal packaging segment expense is primarily due to lower expenses associated with the elimination of certain redundant costs.

32Depreciation and amortization expense. In the quarter ended March 31, 2013, depreciation and amortization expense increased to $23.6 million, an increase of $1.9 million compared to the quarter ended March 31, 2012. The increase was primarily attributable to the acquisition of Ropak.

~~Table~~Interest expense. In the quarter ended March 31, 2013, interest expense increased $1.3 million compared to the quarter ended March 31, 2012 primarily due to increased borrowings related to the Platinum Merger and the Ropak Acquisition. Debt principal outstanding as of ~~Contents~~March 31, 2013 and March 31, 2012 was $958.5 million and $678.6 million, respectively.

~~The~~Business ~~decrease~~acquisition costs. inIn ~~corporate~~the ~~undistributed~~quarter ~~expenses~~ended inMarch 31, ~~the~~2013, ~~first~~we ~~six~~recorded ~~months~~$4.7 million of ~~2011~~professional isfees ~~primarily due~~and other costs to ~~higher~~acquire ~~expenses~~Ropak, inincluding ~~the~~a ~~first~~success-based ~~six~~transaction ~~months~~fee of ~~2010~~$5.0 ~~associated~~million ~~with~~to ~~being~~PE aAdvisors ~~company~~of ~~with~~which ~~publicly~~$3.4 ~~traded~~million ~~equity~~was ~~and~~determined to ~~higher~~be a ~~litigation~~business ~~related~~acquisition ~~expenses~~cost and $1.6 million was capitalized as debt issuance costs.

~~Other~~Management ~~Expenses~~fee expense. In the quarter ended March 31, 2013, we recorded $1.3 million of quarterly management fees to PE Advisors pursuant to a corporate advisory services agreement.

~~Restructuring~~Gain on disposition of equipment. ~~Restructuring~~In ~~expense~~March in2012, ~~2010~~we ~~included expenses~~sold ~~primarily~~assets related to ~~the~~our ~~closure~~plastic ofbottle abusiness ~~manufacturing~~for ~~facility~~$9.3 ~~Restructuring~~million ~~expense~~ in ~~2011~~excess ~~primarily~~of ~~related~~their tobook ~~on-going holding costs related to previously closed manufacturing facilities~~value.

~~Interest~~Other ~~expense, net~~income. ~~Interest~~In ~~expense, net, increased in~~ the ~~second~~ quarter ~~and~~ended ~~first six months of 2011 primarily due to the refinancing of debt in June 2010 associated with the Merger. At~~ March 31, ~~2011 and March 31~~2012, ~~2010,~~other ~~debt~~income ~~principal~~included ~~outstanding~~foreign ~~was~~exchange ~~$725.7~~gains ~~million~~of ~~and~~ $~~425~~0.28 million, ~~respectively,~~primarily related ~~and~~to the ~~weighted-average~~then ~~interest~~outstanding ~~rate~~U.S. ondollar ~~outstanding~~denominated debt ~~was~~ ~~approximately~~of ~~6.1%~~our ~~and~~Canadian 6subsidiary.~~4%,~~ ~~respectively.~~

~~Merger~~Benefit ~~transaction~~from ~~costs~~income taxes. InThe effective ~~2010~~tax rate for the period March 31, ~~merger~~2012 ~~transaction~~was ~~costs~~33.5%. ~~consisted~~During the period ended March 31, 2013, the provision for income taxes was zero. The American Taxpayer Relief Act of 2012, which retroactively extended several income tax provisions, ~~primarily~~including the R&D credit, was enacted during the period ended March 31, 2013. Therefore, the rate for the period ended March 31, 2013 was lower than the statutory rate as a result of ~~professional~~our ~~fees~~ability to claim the benefit related to the 2012 R&D credit and ~~expenses~~an ~~associated~~estimate ~~with~~for the ~~Merger~~2013 ~~that~~R&D credit. The rate for the period ended March 31, 2012 was ~~consummated~~lower inthan ~~June~~the ~~2010~~statutory rate as a result of the domestic production deduction.

Business acquisition costs. In 2011, business acquisition costs related to acquisition expenses associated with the Plastican and Phoenix Container acquisitions. In 2010, business acquisition costs related to acquisition expenses associated with the Ball Plastics acquisition. Acquisition expenses consist primarily of professional fees and expenses.

Other. In 2011, other included foreign exchange gains of approximately $2.2 million, primarily related to the translation of the debt of our Canadian subsidiary, which is denominated in U.S. dollars.

Benefit from income taxes. The effective tax rate in each of the first six months of 2011 and 2010 was approximately 35%.

Liquidity and Capital Resources

~~See~~Impact ~~our discussion~~ of ~~“Liquidity and Capital Resources” and “Acquisition of~~ the ~~Company—Increased~~Platinum ~~Leverage”~~Merger inon ~~“Management’s Discussion and Analysis of Financial Condition~~Liquidity ~~and Results of Operations” in the Registration Statement for certain risk factors that could affect our liquidity and access to capital. These risks remain unchanged as of March 31, 2011.~~

InAs ~~February~~a ~~2011~~result of the Platinum Merger, weour ~~amended~~outstanding ~~certain~~debt ~~terms~~principal ofincreased ~~the~~from ~~Senior~~$599.6 ~~Secured~~million ~~Credit~~to ~~Facilities~~$675.0 ~~The~~million. ~~amendment~~However, the ~~provided~~weighted-average ~~for~~interest rate remained the same at 6.2%. In addition, ~~among~~we ~~other~~will ~~things~~be required to make annual debt repayments (payable in equal quarterly installments) of $4.7 million, ~~lower~~ and we estimate that our annual cash interest ~~rates~~will ~~and~~increase ~~the~~$4.6 million. ~~elimination~~In oraddition, ~~easing~~we have entered into a Corporate Advisory Services Agreement with PE Advisors. PE Advisors will provide us with a variety of ~~certain~~consulting ~~restrictive~~and ~~covenants~~other services for which we will pay an annual management fee of $5.0 million.

At28 March 31, 2011, we had $60.5 million available to borrow under the Revolver and we had $5.0 million of cash on hand. In addition, we had outstanding borrowings of $520.7 million under the Senior Secured Credit Facilities, including $9.5 million under the Revolver, that were subject to variable interest rates at a weighted-average borrowing rate of 4.5%. Prior to the amendment of the 2010 Credit Agreement in February 2011, we were required to have a certain portion of our debt at fixed interest rates. We satisfied the requirement by entering into an interest rate swap arrangement with a two year term. At March 31, 2011, the interest rate swap arrangement with a notional amount of $142.5 million remained in effect. The swap requires us to pay a fixed rate of 1.88% and receive a floating rate of LIBOR subject to a floor of 1.75%. We did not apply hedge accounting treatment on the arrangement and future results of operations through the maturity date will be affected by changes in the fair value of the instrument.

In December 2010, we borrowed an additional $25.0 million under the Senior Secured Credit Facilities. In the first six months of 2011, we used cash of approximately $80.3 million, including the repayment of assumed debt, for business acquisitions.

InThe ~~the~~additional ~~first~~debt ~~six~~of ~~months~~BWAY Parent, which consists of ~~2011~~senior PIK toggle notes, weincreased ~~borrowed~~from $185.6 million to $9335.50 million, ~~net~~as a result of ~~repayments~~the Platinum Merger. However, onthe cash interest rates decreased from 10.125% to 9.5% and the ~~Revolver~~PIK interest rates decreased from 10.875% to 10.25%. BWAY Parent made its first interest payment in cash ($15.6 million due May 1, 2013), and we provided the necessary funds for the payment. BWAY Parent will be required to ~~provide~~make ~~short-term~~subsequent ~~liquidity~~interest payments in cash (either in whole or in part) depending on the restricted payment capacity under the 2018 Notes. We ~~expect~~currently anticipate that we will have sufficient restricted payment capacity to enable BWAY Parent to pay cash ~~from~~interest ~~operations~~on its PIK notes; however, this may change as a result of a variety of factors. To the extent BWAY Parent makes such interest payments in ~~2011~~cash, towe ~~generate~~will ~~sufficient~~be ~~funds~~required to ~~repay~~provide the ~~Revolver~~necessary ~~borrowings~~funding.

WeOn ~~expect~~May ~~cash~~13, ~~on hand~~2013, ~~cash~~BOE ~~provided~~Intermediate completed bythe ~~operations~~private ~~and~~placement ~~borrowings~~offering ~~available~~of ~~under~~ the ~~Revolver~~BOE toPIK ~~provide~~Notes ~~sufficient~~(which ~~working~~consist ~~capital~~of to$285.0 ~~operate~~million ~~our~~aggregate ~~business,~~principal toamount ~~make~~of ~~expected~~9.00%/9.75% ~~capital~~senior ~~expenditures~~PIK ~~and~~toggle ~~to meet~~notes ~~foreseeable~~due ~~liquidity~~2017). ~~requirements,~~The ~~including~~BOE ~~debt~~PIK ~~service~~Notes onare ~~our~~not ~~long-term~~secured ~~debt~~by our assets, inand ~~the~~we ~~next~~are 12not ~~months~~a guarantor of the notes. WeThe ~~expect~~proceeds of the offering are intended to ~~use~~pay ~~cash~~a ~~provided~~special bydividend ~~operations~~to inthe ~~excess~~stockholders of ~~amounts~~BOE ~~needed~~Holding ~~for~~and ~~capital~~to ~~expenditures~~pay ~~and~~certain ~~required~~costs ~~debt~~and ~~repayments~~expenses related to bethe ~~used~~ offering. BOE Intermediate can elect to ~~reduce~~pay ~~debt~~interest on the BOE PIK Notes in cash, in-kind or ~~for~~a ~~other~~combination ~~general~~thereof. ~~corporate~~Unlike ~~purposes~~the 2017 PIK Notes, there is no requirement to pay cash interest.

~~Our~~Impact ~~long-term debt, including the Senior Secured Credit Facilities and certain covenants and restrictions, is discussed in Note 8, “Long-Term Debt,”~~ of ~~Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report. At March 31, 2011, we complied with our debt covenants. With~~ ~~certain~~the ~~exceptions,~~Ropak ~~our~~Acquisition ~~long-term~~on ~~debt~~Liquidity ~~arrangements prohibit us from paying cash dividends, including cash dividends from BWAY Holding to either BWAY Intermediate or BWAY Parent.~~

In ~~2011~~order to finance the January 2013 Ropak Acquisition, including related fees and expenses, as discussed in Note 3, “Recent Acquisitions” of Notes to Condensed Consolidated Financial Statements in Item 1 we ~~expect~~entered ~~capital~~into ~~expenditures~~an incremental term loan commitment agreement to borrow an additional $261.0 million of ~~approximately~~term loans under the 2012 Term Loan and increase the size of the ABL Facility by $2650.0 million. toWe used the net proceeds from the additional 2012 Term Loan borrowings and borrowed $2820.0 million of the ABL Facility to finance in part the consideration paid in connection with the Ropak Acquisition and to pay fees and expenses related to the acquisition and the associated financings.

Our discussion in the Annual Report included certain risk factors that could affect our liquidity and access to capital.

As of March 31, 2013, we had $166.7 million available to borrow (subject to certain borrowing base limitations) under the ABL Facility, and we had $6.9 million of cash on hand. As of March 31, 2013, we had outstanding borrowings under the ABL Facility of $24.3 million at a variable interest rate of 4.0%.

We expect cash on hand, cash provided by operations and borrowings available under the ABL facility to provide sufficient working capital to operate our business, to make expected capital expenditures and to meet foreseeable liquidity requirements, including debt service on our long-term debt, in the next 12 months. We expect to use cash provided by operations in excess of amounts needed for capital expenditures and required debt repayments to reduce debt or for other general corporate purposes.

We are subject to certain covenants and restrictions under our debt agreements, which are discussed in Note 6, “Long-Term Debt,” of Notes to Condensed Consolidated Financial Statements in Item 1. As of March 31, 2013, we were in compliance with our debt covenants. With certain exceptions, our long-term debt arrangements prohibit us from paying cash dividends, including cash dividends to BWAY Parent.

In the year ending December 31, 2013, we expect capital expenditures of approximately $60 million to $65 million, including any additional expenditures associated with the Ropak Acquisition, compared to $35.6 million for the fiscal year ended September 30, 2012. For the quarter ended March 31, 2013, capital expenditures were $13.8 million.

Cash Flow Information

Summary of cash flows and changes in cash and cash equivalents for the ~~six~~period three months ended March 31, ~~2011~~2013 ~~(2011)~~ and March 31, ~~2010 (2010)~~2012:

($ in millions)	2011					2010					PercentageChange
	Successor				Predecessor
Cash used in operating activities		$	(20.9	)			$	(0.4	)			NM	%
($ in millions)	Three MonthsEnded March31, 2013				Three MonthsEnded March31, 2012				PercentageChange
Cash used in investing activities			(65.6	)				(44.5	)			47.4
Cash provided by operating activities	$	15.5			$	37.6				(58.8	)%
Cash used in financing activities			(7.7	)				(5.1	)			51.0
Cash (used in) provided by investing activities		(280.0	)			4.5				NM
Effect of exchange rate changes			(2.1	)				0.6				NM
Cash provided by (used in) financing activities		268.9				(17.7	)			NM
Net decrease in cash and cash equivalents		$	(96.3	)			$	(49.4	)			94.9	%
Effect of exchange rate changes		0.3				–				NM
Cash and cash equivalents, end of period		$	5.0				$	39.3				(87.3	) %
Net increase in cash and cash equivalents	$	4.7			$	24.4				(80.7	)%
Cash and cash equivalents, end of period	$	6.9			$	29.1				(76.2	)%

NM— – Not Meaningful

Operating Activities

~~Cash~~In ~~used~~the inquarter ~~operating~~ended ~~activities~~March 31, ~~increased~~2013, ~~$20.5~~cash ~~million~~provided inby ~~the~~operating ~~first~~activities ~~six~~decreased ~~months~~$22.1 ofmillion ~~2011~~as compared to ~~cash used in operating activities in~~ the ~~first~~quarter ~~six~~ended ~~months~~March 31, ~~of 2010~~2012. The ~~increase~~decrease is primarily ~~due~~related to an increase in cash used for primary working capital. (We define primary working capital as the sum of accounts receivable ~~plus~~and inventories less accounts payable).

Cash used in operating activities for primary working capital was $4318.02 million in the ~~first~~quarter ~~six~~ended ~~months~~March 31, ~~of 2011~~2013 compared to cash provided from primary working capital of $~~19.~~0.1 million in the ~~first~~quarter ~~six~~ended ~~months~~March 31, ~~of 2010~~2012. The increase in cash used for primary working capital is primarily due to ~~a decrease in accounts payable in the first six months of 2011 compared to~~ an increase in ~~accounts payable in~~ the ~~first~~use ~~six months~~ of ~~2010~~cash ~~primarily~~for ~~related~~accounts ~~to the timing of disbursements~~payable.

Investing Activities

~~Cash~~In the quarter ended March 31, 2013, cash used in investing activities increased $21284.15 million ~~in the first six months of 2011~~ as compared to ~~the~~cash ~~first~~provided ~~six months of 2010. We~~by ~~used~~investing ~~$47.1~~activities ~~million of cash~~ in ~~2011 to acquire~~ the ~~equity~~quarter ofended ~~Plastican~~March 31, ~~and Phoenix Container compared to the use of $32~~2012.3 ~~million~~The inincrease ~~the~~is ~~first~~primarily ~~six~~related ~~months of 2010~~ to ~~acquire Ball Plastics. Capital expenditures in~~ the ~~first~~Ropak ~~six~~Acquisition ~~months~~and ofa ~~2011 increased~~ $6.10 million ~~compared~~increase toin ~~the first six months of 2010, primarily due to~~ capital ~~projects associated with the recent acquisitions and company consolidation initiatives~~expenditures.

Financing Activities

In the ~~first~~quarter ~~six~~ended ~~months~~March 31, ~~of 2011~~2013, cash provided by financing activities ~~included~~totaled ~~the~~$268.9 ~~use~~million ofcompared ~~cash~~to a use of $3317.27 million toin ~~extinguish,~~the atquarter ~~closing~~ended March 31, ~~debt~~2012. ~~assumed~~The inincrease ~~the~~is ~~recent~~primarily ~~acquisitions.~~due ~~Excluding~~to ~~this~~the ~~use~~incurrence of ~~cash,~~additional ~~cash~~secured ~~provided~~debt byand ~~financing~~net ~~activities~~borrowings ~~provided~~under ~~cash~~our ofABL Facility to finance the January 2013 Ropak Acquisition, including $25261.50 million inof additional borrowings under the ~~first~~2012 ~~six months~~Term ofLoan.

34In the quarter ended March 31, 2012, cash used in financing activities included the use of $17.5 million net repayments of revolving credit facility borrowings.

2011 compared to cash used in financing activities of $5.1 million in the first six months of 2010. In the first six months of 2011, we borrowed a net of $31.9 million as compared to a net repayment of $6.6 million in the first six months of 2010. The additional borrowings in 2011 were used, in part, to finance the recent acquisitions.

Market Risk

We have certain variable rate debt that exposes our cash flows and earnings to the market risk of interest rate changes. The Senior Secured Credit Facilities bear interest at an applicable margin (based on certain ratios contained in the ~~credit~~Credit ~~agreement~~Agreement) plus a market rate of interest. AtAs of March 31, ~~2011~~ 2013, we had variable rate borrowings of $~~520~~753.75 million exposed to interest rate risk. Each 100 basis point increase in interest rates relative to these borrowings would reduce quarterly ~~pretax~~income ~~earnings~~before byincome ~~approximately~~taxes by $1.39 million.

Foreign Currency Exchange Rate Risk

Our reporting currency is the U.S. dollar. Fluctuations in the Canadian dollar relative to the U.S. dollar can affect our reported financial position, results of operations and cash flows. In the ~~first~~quarter ~~six months~~ended ofMarch 31, ~~2011~~2013 and ~~2010~~March 31, 2012, approximately 710% and 86%, respectively, of net sales were to customers located in Canada. Excluding purchases denominated in Canadian dollars, which are generally funded through our Canadian operations, other purchases denominated in foreign currencies were not significant. We do not believe exchange rate changes related to such purchases expose us to material aforeign ~~significant~~currency exchange rate risk.

Commodity Risk

We are subject to various risks and uncertainties related to changing commodity prices for, and the availability of, the raw materials (primarily steel and plastic resin) and energy (primary electricity and natural gas) used in our manufacturing process.

For a discussion of the impact of raw material cost changes on our selling prices, see “Factors Affecting Our Results of Operations” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Registration Statement.

Critical Accounting Policies

For a summary of our critical accounting policies, see “Critical Accounting Policies” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” inof the ~~Registration~~Annual ~~Statement~~Report. Our critical accounting policies have not changed ~~since September 30,~~from ~~2010~~those summarized in the Annual Report.

Off-Balance Sheet Arrangements

AtAs of March 31, ~~2011~~2013, a bank had issued standby letters of credit on our behalf in the aggregate amount of $59.0 million, primarily in favor of our workers’ compensation insurers.

At March 31, 2011, we had minimum lease payment obligations under operating lease agreements of approximately $91 million.

At March 31, 2011, we were party to an interest swap arrangement with a notional amount of $142.5 million. Under the terms of the swap agreement, a quarterly net settlement is made for the difference between the fixed rate of 1.88% per annum and the variable rate, subject to a floor of 1.75%, based upon the three-month LIBOR on the notional amount. At March 31, 2011, the fair value of the arrangement was a liability of $0.2 million, which was recorded in other liabilities in the condensed consolidated financial statements. The arrangement will mature in August 2012.

Contractual Obligations

AtIn ~~March~~the quarter ended December 31, ~~2011~~2012, we refinanced the ~~nature~~debt ofthat ~~our~~was ~~contractual~~outstanding ~~obligations~~at September 30, as2012. ~~presented~~See inNote ~~the~~6, “Long-Term ~~Registration Statement~~Debt,” ~~had~~of ~~not~~Notes ~~materially~~to ~~changed. See~~Condensed ~~Contractual~~Consolidated ~~Obligations~~Financial ~~and~~Statements, ~~Commercial~~included ~~Commitments”~~ in ~~“Management’s~~Item 1. ~~Discussion~~The ~~and~~change ~~Analysis~~was ofdiscussed ~~Financial~~in ~~Condition~~footnotes ~~and~~to ~~Results~~the ofcontractual ~~Operations”~~obligations table presented in the ~~Registration~~Annual ~~Statement~~Report.

35In the quarter ended March 31, 2013, we borrowed an additional $261.0 million under the 2012 Term Loan and increased the size of the ABL Facility by $50.0 million. BWAY used the net proceeds from the additional term loan borrowings and borrowed $20.0 million of the ABL Facility to finance, in part, the consideration paid in connection with the Ropak Acquisition and to pay fees and expenses related to the acquisition and the associated financings. The additional term loan borrowings increased our annual contractual debt payments by $2.6 million with the balance due at maturity on August 6, 2017. Borrowings under the ABL Facility, if any, are due at maturity.

~~Table~~Notwithstanding the new debt, the nature of ~~Contents~~our contractual obligations has not materially changed for the disclosure in the Annual Report. See “Contractual Obligations and Commercial Commitments” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the Annual Report.

Commodity Risk

We are subject to various risks and uncertainties related to changing commodity prices for, and the availability of, the raw materials (primarily steel and plastic resin) and energy (primary electricity and natural gas) used in our manufacturing processes.

Environmental Matters

For a discussion of contingencies related to environmental matters, see ~~“Environmental Matters” in~~ Note 1315, “Commitments and Contingencies,” of Notes to Condensed Consolidated Financial Statements, included in ~~Part I,~~ Item 1 ~~of this report, which we incorporate herein by reference~~.

~~Item 3.~~31 ~~Quantitative and Qualitative Disclosures about Market Risk~~

We do not purchase, sell or hold derivatives or other market risk-sensitive instruments to hedge commodity price risk, interest rate risk or exchange rate risk or for trading purposes.

For a discussion of interest rate risk and its relation to our indebtedness, see Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources,” which is incorporated herein by reference.

Our business is exposed to variations in prices of raw materials and energy. See Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Commodity Risk,” which is incorporated herein by reference.

Our purchases from foreign suppliers in transactions denominated in foreign currencies are not significant. We do not believe exchange rate changes related to fluctuations in the value of these foreign currencies in relation to the U.S. dollar expose us to a significant market risk.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Management, including the principal executive officer and principal financial officer, performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2011. Based on this evaluation, management, including the principal executive officer and principal financial officer, concluded that the disclosure controls and procedures of the Company were effective as of March 31, 2011.

Changes in Internal Control over Financial Reporting

Management has evaluated, with the participation of our principal executive and principal financial officers, whether any change in our internal control over financial reporting that occurred during our last fiscal quarter has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on its evaluation, management has concluded that no such change has occurred during the quarter ended March 31, 2011. The scope of management’s assessment of the effectiveness of internal control over financial reporting excludes Plastican and Phoenix Container which were acquired during the fiscal year on October 8, 2010 and December 20, 2010, respectively.

We currently utilize two primary enterprise resource planning (“ERP”) systems. In 2010, we began the process of consolidating the company onto one of the two ERP systems. The second ERP system will be abandoned following a successful implementation. The process will also involve certain upgrades to the surviving system. The implementation and upgrade of the surviving ERP system will likely affect the processes that constitute our internal control over financial reporting and will require testing for effectiveness.

During the quarter ended March 31, 2011, we completed the conversion and implementation at certain of our manufacturing facilities and will continue to roll-out the ERP system over the remainder of the fiscal year. As with any new information technology application we implement, this application, along with the internal controls over financial reporting included in this process, were appropriately tested for effectiveness prior to the implementation at those facilities. Management concluded, as part of its evaluation described in the above paragraph, that the implementation of the ERP system at these facilities is not reasonably likely to materially affect our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in legal proceedings from time to time in the ordinary course of business. We believe that the outcome of these proceedings will not have a material effect on our financial condition, results of operations or cash flows. We are also involved in certain proceedings relating to environmental matters as described under “Environmental” in Note 13, “Commitments and Contingencies” of Notes to Condensed Consolidated Financial Statements, included in Part I, Item 1 of this report. At each of March 31, 2011 and September 30, 2010, we had accrued liabilities related to pending litigation matters of approximately $0.4 million.

Lead Pigment and Lead Paint Litigation

Wisconsin Personal Injury Lawsuits

In late 2006 and early 2007, our Armstrong Containers, Inc. (“Armstrong”) subsidiary was named as an alleged successor-in-interest in thirty-three lead paint related personal injury lawsuits in Wisconsin. By 2008, all but six of these cases were dismissed without prejudice, leaving only the Godoy, Burton, Clark, Gibson, Stokes and Owens cases.

Burton v. American Cyanamid Co., et al.; U.S.D.C. for E.D. Wis.; Case No. 2:07-CV-00303-LA, complaint filed December 26, 2006;

Clark v. American Cyanamid Co., et al.; Circuit Court, Milwaukee County, State of Wisconsin; Case No. 06-CV-012653; Case Code 30107, complaint filed December 27, 2006;

Stokes v. American Cyanamid Co., et al.; U.S.D.C. for E.D. Wis.; Case No. 2:07-CV-00865-LA, complaint filed December 27, 2006;

Owens v. Latasha Conley, et al.; Circuit Court, Milwaukee County, State of Wisconsin; Case No. 06-CV-012604, Case Code 30107, complaint filed December 22, 2006;

Sifuentes v. American Cyanamid Co., et al.; U.S.D.C. for E.D. Wis.; Case No. 10-CV-0075, complaint filed January 28, 2010;

Allen, et al. v. American Cyanamid Co., et al.; U.S.D.C for E.D. Wis.; Case No. 11-C-0055, complaint filed January 19, 2011;

Williams v. Goodwin, et al.; Circuit Court, Milwaukee County, State of Wisconsin; Case No. 2001-CV-001045, complaint filed January 21, 2011; and

Valoe v. American Cyanamid Co., et al.; U.S.D.C. for E.D. Wis.; Case No. 2:11-CV-00425, complaint filed May 3, 2011.

Of these, the only cases that have not been stayed are Allen, Williams and Valoe.

The amount of each claim pending is unknown and no cases to date have been settled.

Although we continue to believe that we have valid defenses against the plaintiffs in the lead paint related personal injury litigation, litigation is inherently subject to many uncertainties. We cannot predict with any degree of certainty the potential liability or likelihood of the outcome of this litigation. In addition, because of the dismissal of prior cases, we are unable to provide additional information concerning the underlying risks of the lead paint related personal injury cases. As such, we are unable to provide a range of reasonably possible losses related to this litigation. At March 31, 2011 and September 30, 2010, we had not accrued any amounts for lead paint related personal injury claims.

California Public Nuisance Cases

In 2008, Armstrong was named as a defendant in plaintiffs’ proposed Fourth Amended Complaint in County of Santa Clara, v. Atlantic Richfield Co., Case No. 1-00-cv-788657, Superior Court of California, County of Santa Clara, which was not filed at that time. Following several discussions with plaintiffs’ counsel requesting that Armstrong be dismissed from the Santa Clara case, plaintiffs’ counsel agreed to dismiss Armstrong. On March 16, 2011, plaintiffs filed their Fourth Amended Complaint in which Armstrong is not named as a defendant.

Litigation Related to the Merger

On April 5, 2010, a putative stockholder class action lawsuit was filed in the Superior Court of Fulton County, State of Georgia, against BWAY Holding, the members of the board of directors of BWAY Holding, the chief financial officer of BWAY Holding, MDP, BWAY Parent and Merger Sub. The complaint in the lawsuit, Civil Action No. 2010CV183869, asserted that the members of the board of directors and the chief financial officer breached their fiduciary duties by causing BWAY Holding to enter into the Merger Agreement and further asserted that BWAY Holding, MDP, BWAY Parent and Merger Sub aided and abetted those alleged breaches of duty. The complaint sought, among other relief, an order enjoining the consummation of the Merger and rescinding the Merger Agreement. On November 10, 2010, the court issued a final order approving a settlement

agreed to between the parties and dismissing the case with prejudice. At September 30, 2010, we had approximately $0.5 million accrued related to this litigation, which we paid in November 2010 following the issuance of the final order.

Item 1A. Risk Factors

Our substantial level of indebtedness could adversely affect our financial condition and prevent us from making payments on the 2018 Notes and our other debt obligations.

As a result of the Transactions, we have a substantial amount of debt. At March 31, 2011, we had approximately $725.7 million of total indebtedness (excluding capital lease obligations of approximately $10.0 million) and approximately $60.5 million of available borrowing capacity under the Revolver.

Our substantial level of indebtedness could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations, including our obligations relating to the 2018 Notes;

• increase our vulnerability to adverse economic and industry conditions;

• limit our ability to obtain additional financing for future working capital, capital expenditures, raw materials, strategic acquisitions and other general corporate requirements;

• expose us to interest rate fluctuations because the interest on the debt under the Senior Secured Credit Facilities is imposed at variable rates;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our debt (including scheduled repayments on our outstanding term loan borrowings under the Senior Secured Credit Facilities), thereby reducing the availability of our cash flow for operations and other purposes;

• make it more difficult for us to satisfy our obligations to our lenders, resulting in possible defaults on and acceleration of such indebtedness;

• limit our ability to refinance indebtedness or increase the associated costs;

• require us to sell assets to reduce debt or influence our decision about whether to do so;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate or prevent us from carrying out capital spending that is necessary or important to our growth strategy and efforts to improve operating margins or our business; and

• place us at a competitive disadvantage compared to any competitors that have less debt or comparable debt at more favorable interest rates and that, as a result, may be better positioned to withstand economic downturns.

In addition, the Senior Secured Credit Facilities and the Indenture contain restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. At March 31, 2011, based on our borrowing rates and outstanding principal at that

time, annual cash interest expense related to the 2018 Notes and the Senior Secured Credit Facilities was approximately $44.0 million. At March 31, 2011, we had $520.7 million outstanding subject to variable interest rates. A 1% increase in the floating rates would increase our annual cash interest by approximately $5.2 million.

Despite substantial levels of indebtedness, we have the ability to incur substantially more indebtedness. This could further intensify the risks described above.

We may be able to incur substantial additional debt in the future, including senior debt. The terms of the Indenture do not fully prohibit us from doing so, and the Senior Secured Credit Facilities permit additional borrowings. In particular, we had approximately $60.5 million available under the Revolver at March 31, 2011 (excluding $5.0 million of issued and undrawn letters of credit) and we have the ability to borrow all or a portion of such amount. In addition, the Senior Secured Credit Facilities provide for incremental borrowing if certain conditions are met. If new debt is added to our current debt levels, the related risks that we now face could intensify and we may not be able to meet all our debt obligations, including the repayment of the notes. In addition, the Indenture does not prevent us from incurring obligations that do not constitute indebtedness.

The Indenture and the 2010 Credit Agreement contain cross default or cross acceleration provisions that may cause all of the debt issued under those instruments to become immediately due and payable because of a default under an unrelated debt instrument.

The Indenture and the 2010 Credit Agreement contain numerous affirmative and negative covenants and, if any portion of our Revolver is outstanding (other than letters of credit in an amount not to exceed 15% of the total Revolver), the 2010 Credit Agreement requires us to meet a maximum “consolidated total net leverage ratio” (as defined in the 2010 Credit Agreement), with adjustments set forth in the 2010 Credit Agreement. Our failure to comply with the affirmative, negative and financial covenants in the Indenture, the 2010 Credit Agreement and other instruments governing our indebtedness could result in an event of default under the applicable instrument, which could result in the related debt and the debt issued under other instruments (together with accrued and unpaid interest and other fees) becoming immediately due and payable. In such event, we would need to raise funds from alternative sources, which funds may not be available to us on favorable terms, on a timely basis or at all. Alternatively, such a default could require us to sell our assets and otherwise curtail our operations in order to pay our creditors. These alternative measures could have a material adverse effect on our business, financial position, results of operations and/or cash flows which could cause us to become bankrupt or insolvent.

Restrictive covenants in the Indenture and the 2010 Credit Agreement could restrict our operating flexibility.

The Indenture and the 2010 Credit Agreement contain covenants that limit our and our subsidiaries’ ability to take certain actions. These restrictions may limit our ability to operate our businesses and may prohibit or limit our ability to enhance our operations or take advantage of potential business opportunities as they arise.

The Indenture contains restrictive covenants that, among other things limit our ability and the ability of our restricted subsidiaries to:

• incur additional indebtedness or issue preferred stock;

• pay dividends, redeem stock or make other distributions;

• make other restricted payments or investments;

• create liens on assets; create restrictions on payment of dividends or other amounts by us to our restricted subsidiaries;

• transfer or sell assets;

• engage in mergers or consolidations;

• engage in certain transactions with affiliates; and

• designate subsidiaries as unrestricted subsidiaries.

The 2010 Credit Agreement requires us to maintain specified financial ratios and satisfy other financial conditions. The 2010 Credit Agreement restricts, among other things and subject to certain exceptions, our ability to:

• incur additional indebtedness;

• pay dividends or other payments on capital stock;

• guarantee other obligations;

• grant liens on assets;

• make loans, acquisitions or other investments;

• dispose of assets;

• make optional payments or modify certain debt instruments;

• engage in transactions with affiliates;

• amend organizations documents;

• engage in mergers or consolidations;

• enter into sale and leaseback transactions;

• enter into arrangements that restrict BWAY Holding and its restricted subsidiaries’ ability to pay dividends;

• make acquisitions;

• change the nature of the business conducted by BWAY Holding and its subsidiaries;

• change our fiscal quarter and fiscal year; and

• designate its subsidiaries as unrestricted subsidiaries.

In addition, with respect to the Revolver, if any portion of the Revolver is outstanding (other than letters of credit in an amount not to exceed 15% of the total commitment under the Revolver) we are required to comply with financial covenants, including a maximum “consolidated total net leverage ratio” (as defined in the 2010 Credit Agreement). The failure to comply with such financial covenant would not trigger an event of default with respect to the Term Loans unless 30 days have passed since the revolving lenders could accelerate outstanding obligations under the Revolver and the revolving lenders actually accelerate the obligations under the Revolver by virtue of such breach.

Our ability to comply with the covenants and restrictions contained in the Indenture and the 2010 Credit Agreement may be affected by economic conditions and by financial, market and competitive factors, many of which are beyond our control. Our ability to comply with these covenants in future periods will also depend substantially on the pricing and sales volume of our products, our success at implementing cost reduction initiatives and our ability to successfully implement our overall business strategy. The breach of any of these covenants or restrictions could result in a default under any of the Indenture or the 2010 Credit Agreement that would permit the holders or applicable lenders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest and any applicable redemption premium. In that case, we may be unable to make borrowings under the 2010 Credit Agreement and may not be able to repay the amounts due under the 2018 Notes and the Senior Secured Credit Facilities. This could have serious consequences to our financial position, results of operations and/or cash flows and could cause us to become bankrupt or insolvent.

If we do not generate sufficient cash flows, we may be unable to service all of our indebtedness.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash, make scheduled payments or to refinance our debt obligations depends on our successful financial and operating performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of our control.

If our cash flow and capital resources are insufficient to fund our debt service obligations or to repay the Revolver when it matures in 2016 or the Term Loan when it matures in 2018 or the 2018 Notes when they mature in 2018, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets or operations, reducing or delaying capital investments, or seeking to raise additional capital. Any refinancing of our debt could be at higher interest rates and may require us to comply with more restrictive covenants which could further restrict our business operations. Our ability to implement successfully any such alternative financing plans will be dependent on a range of factors, including general economic conditions, the level of activity in mergers and acquisitions and capital markets generally and the terms of our various

debt instruments then in effect. In addition, the Senior Secured Credit Facilities are secured by a lien on substantially all of BWAY Holding’s and its subsidiaries’ assets, and any successor credit facility is likely to be secured on a similar basis. As such, our ability to refinance the 2018 Notes or seek additional financing could be impaired as a result of such security interest and the agreements governing such security interests.

Our inability to generate sufficient cash flow to satisfy our debt obligations or to refinance our obligations on commercially reasonable terms could have a material adverse effect on our business, including our financial condition and results of operations.

Item 6. Exhibits

ExhibitNumber		Description of Document
3.6		Bylaws of North America Packaging Corporation, dated June 21, 2001*
3.8		By-Laws of North America Packaging of Puerto Rico, Inc., dated September 24, 1984*
3.9		Articles of Organization of SC Plastics, LLC, dated February 14, 2001*
3.10		Operating Agreement of SC Plastics, LLC, dated February 15, 2001, as amended on June 28, 2001*
3.11		Certificate of Incorporation of BWAY-Kilbourn, Inc., dated August 22, 2006*
3.12		By-Laws of BWAY-Kilbourn, Inc., dated August 22, 2006*
3.13		Restated Certificate of Incorporation of Armstrong Containers, Inc., dated March 11, 2002*
3.15		Certificate of Incorporation of Central Can Company Acquisition Corp. (predecessor to Central Can Company, Inc.), dated June 12, 2002, as amended on June 18, 2002, July 26, 2002, May 16, 2007 and June 23, 2008*
3.16		By-Laws of Central Can Company, Inc.*
3.17		Certificate of Incorporation of BWAY Parent Company, Inc. (f/k/a Picasso Parent Company, Inc.), dated February 10, 2010, as amended on July 15, 2010 and July 30, 2010*
3.18		By-Laws of BWAY Parent Company, Inc. (f/k/a Picasso Parent Company, Inc.), dated February 10, 2010*
3.19		Certificate of Incorporation of BWAY Intermediate Company, Inc. (f/k/a Picasso Intermediate Company, Inc.), dated March 17, 2010, as amended on July 30, 2010*
3.20		By-Laws of BWAY Intermediate Company, Inc. (f/k/a Picasso Intermediate Company, Inc.), dated March 17, 2010*
3.21		Articles of Incorporation of Phoenix Container, Inc., dated September 29, 1997, as amended on December 16, 2010*
3.22		By-Laws of Phoenix Container, Inc., dated December 20, 2010*
3.23		Articles of Organization of Plastican, Inc., dated February 6, 1970, as amended on February 1, 1999*
3.24		By-Laws of Plastican, Inc.*
4.3		Second Supplemental Indenture, dated as of November 1, 2010, among BWAY Holding Company, the Guarantors thereunder and The Bank of New York Mellon Trust, N.A., as trustee*
4.4		Third Supplemental Indenture, dated as of January 6, 2011, among BWAY Holding Company, the Guarantors thereunder and The Bank of New York Mellon Trust Company, N.A., as trustee*
10.2		Industrial Building Lease by and between Sturtevant Venice, LLC, JES Sturtevant Venice, LLC, RES Sturtevant Venice, LLC, MSP Sturtevant Venice, LLC and BWAY Corporation, dated September 30, 2008*

10.3		Lease by and between Duke Realty Limited Partnership and North America Packaging Corporation, dated December 15, 2008 for property located in Indianapolis, Indiana*
10.4		Lease Agreement by and between Guion Road Venture, LLC and North America Packaging Corporation, dated February 2009 for property located in Indianapolis, Indiana*
10.7		Lease between Southcorp Packaging USA, Inc. and North America Packaging Corporation dated as of June 28, 2001 and as amended April 2010, for the property located in Bryan, Texas*
10.9		Lease between CenterPoint Properties Trust and Central Can Company, Inc., dated as of September 6, 2007, as amended August 20, 2009 and August 31, 2009 for the property located in Chicago, Illinois*
10.10		Lease Agreement, dated June 15, 2001, by and among First Fulton Associates and BWAY Corporation (as successor in interest to Ball Plastic Container Corp.) as amended August 14, 2001, February 12, 2002, May 1, 2010 and February 5, 2011 for the property located in Newnan, Georgia*
10.11		Industrial Building Lease by and between Southcorp Packaging USA, Inc. and North America Packaging Corporation, dated June 28, 2001, as amended April 2010, for the property located in Dayton (South Brunswick), New Jersey*
10.14		Asset Purchase Agreement, dated as of September 25, 2009, by and among BWAY Corporation and Ball Plastic Container Corp*
10.15		Purchase Agreement, dated October 8, 2010, among North American Packaging Corporation, Plastican, Inc., the Sellers as defined therein and John R. Clementi, as seller representative*
10.16		Side Letter, dated October 12, 2010, between BWAY Corporation and John R. Clementi, as seller representative*
10.17		Stock Purchase Agreement, dated December 20, 2010, among Central Can Company, Inc., Phoenix Merger Sub, Inc., Phoenix Container, Inc., the Sellers party thereto, Kenneth Sokoloff, as seller representative, and BWAY Corporation*
10.20		Picasso Parent Company, Inc. 2010 Equity Incentive Plan *#
10.21		Form of incentive stock option grant agreement pursuant to the Picasso Parent Company, Inc. 2010 Equity Incentive Plan *#
10.22		Form of non-qualified stock option grant agreement pursuant to the Picasso Parent Company, Inc. 2010 Equity Incentive Plan*#
10.30		Amendment No. 1 to Credit Agreement, dated as of February 23, 2011, by and among BWAY Intermediate Company, Inc. (f/k/a Picasso Intermediate Company, Inc.), BWAY Holding Company, ICL Industrial Containers ULC/ICL, Contenants Industriels ULC, Deutsche Bank Trust Company Americas, as administrative agent and the designated replacement term lender, the other Designated Replacement Term Lender, the other Replacement Term Lenders as defined therein and each other Lender party hereto*
31.1		Certification of Chief Executive Officer required by Rule 13a-14(a) (17 C.F.R. 240.13a-14(a))
31.2		Certification of Chief Financial Officer required by Rule 13a-14(a) (17 C.F.R. 240.13a-14(a))
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Incorporated by reference to BWAY Intermediate’s Registration Statement on Form S-4 filed with the SEC on March 11, 2011 (File No. 333-172764-01).

# Indicates management contract or compensatory plan or arrangement

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on these statements. Forward-looking statements include information concerning our liquidity and our possible or assumed future results of operations, including descriptions of business strategies. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments, ~~and~~expected business synergies related to acquisitions, and other factors we believe are appropriate in these circumstances. As you read and consider this report, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Many factors could affect our actual financial results and could cause actual results to differ materially from those expressed in the forward-looking statements. Some important factors include:

•

competitive risks from other container manufacturers or self-manufacture by customers;

•

costs and difficulties related to the acquisition of a business and integration of acquired businesses and the failure to realize synergies or cost savings from any such acquisition, including the Ropak Acquisition;

•

termination of our customer contracts;

•

loss or reduction of business from key customers;

•

dependence on key personnel;

•

increases in steel, resin or other raw material and energy costs or availability, which cost increases may not coincide with our ability to timely or fully recoup such increases;

•

product liability or product recall costs;

•

lead pigment and lead paint litigation;

•

increased consolidation in our end-markets;

•

consolidation of key suppliers;

•

decreased sales volume in our end-markets;

•

increased use of alternative packaging;

•

product substitution;

•

labor unrest;

•

environmental, health and safety costs;

•

Identified material weaknesses I our internal controls over financial reporting;

•

management’s inability to evaluate and selectively pursue acquisitions;

•

fluctuation of our quarterly operating results;

•

current economic conditions;

•

the availability and cost of financing;

•

an increase in interest rates;

•

restrictions in our debt agreements;

• fluctuations of the Canadian dollar; ~~and~~

•

the impact of any potential dispositions, acquisitions or other strategic realignments, which may impact the Company’s operations, financial profile, investments or levels of indebtedness; and

•

other factors disclosed in this report.

In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this report might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

44 Item 3. Quantitative and Qualitative Disclosures about Market Risk

Generally, we do not purchase, sell or hold derivatives or other market risk-sensitive instruments to hedge commodity price risk, interest rate risk or exchange rate risk or for trading purposes.

For a discussion of interest rate risk and its relation to our indebtedness, see Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Market Risk” of this report.

Our business is exposed to variations in prices of raw materials and energy. See Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Commodity Risk” of this report.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management performed an evaluation under the supervision of our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation and because of the material weakness described below, our CEO and CFO have concluded that our disclosure controls and procedures were not effective at the reasonable assurance level, to enable us to record, process, summarize, and report information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, within the time periods specified in the SEC rules and forms. Notwithstanding this material weakness, our management has concluded, that based on reliance on existing controls not impacted by this deficiency, that the consolidated financial statements included in this Form 10-Q fairly present in all material respects the Company’s financial position, results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles.

As described in the Company’s Annual Report on Form 10-K for the year ended September 30, 2012, we did not maintain effective controls over unit pricing in our plastic segment. Specifically, our controls over pricing were not designed effectively to provide reasonable assurance of the accuracy of revenue, as customer service representatives have the ability to change item prices and create invoices without review and approval by an independent authorized person. While this control deficiency did not result in any audit adjustments, this control deficiency could result in misstatements to the aforementioned accounts and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, the Company’s management determined that this control deficiency constituted a material weakness and has determined that it continues to exist as of March 31, 2013.

Plan for Remediation of Material Weakness

We have been preparing to centralize our legacy BWAY plastics pricing in one location over the last year. In April 2013, we centralized our plastics pricing and we believe that employees who are authorized to change prices in the master file are not authorized to create invoices and employees who are authorized to create invoices are not authorized to change prices in the master file. We are currently evaluating these system changes and expect to complete our assessment by June 30, 2013.

Changes in Internal Control over Financial Reporting

Other than noted below, there have been no changes in our internal control over financial reporting during the quarter ended March 31, 2013, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting. In making its assessment of changes in internal control over financial reporting as of March 31, 2013, management has excluded Ropak Packaging (Ropak), acquired January 18, 2013. The Company is currently assessing Ropak’s internal controls over financial reporting and expects the evaluation to be completed by the first anniversary of the acquisition as permitted under the rules of the Securities and Exchange Commission. Ropak’s total revenues for the three months ended March 31, 2013 represent approximately 17.5% of the Company’s consolidated revenue for the same period. Its excluded assets represent approximately 16.9% of the Company’s consolidated assets at March 31, 2013.

Remediation of Previously Disclosed Material Weakness

Management previously concluded as of September 30, 2012, that we did not maintain effective controls over the period-end financial reporting process as certain key accounting personnel had the ability to prepare and post their own journal entries without an independent review. Specifically, our controls over journal entries, including plant and corporate entries were not designed effectively to provide reasonable assurance that journal entries were appropriately recorded and prepared with sufficient support and documentation or that they were properly reviewed and approved for validity, accuracy and completeness of substantially all the accounts and disclosures. During the quarter ended December 31, 2012, management implemented a control to confirm all journal entries are appropriately recorded, prepared and reviewed with adequate supporting documentation. We tested the newly implemented control and found it to be effective and have concluded as of December 31, 2012, this material weakness has been remediated.

Implementation of new ERP System

During the quarter ended December 31, 2012, the Company finalized the conversion to a new enterprise resource planning system with the completion of the conversion for its last remaining plant. The old ERP system was abandoned following the successful completion of this implementation in November 2012. The process involved certain upgrades to the surviving system. The implementation and upgrade of the surviving ERP system affected the processes that constitute the Company’s internal control over financial reporting and will require testing for effectiveness.

As with the implementation of any new information technology application, this application, along with the internal controls over financial reporting included in this process, were appropriately tested for effectiveness prior to the implementation at those facilities. Management concluded, as part of its evaluation described in the above paragraph, that the implementation of the ERP system at these facilities has not materially affected the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

There have been no material changes to the legal proceedings disclosed in the Annual Report.

Item 1A. Risk Factors

Risk factors affecting the company can be found within Item 1A, “Risk Factors” in the Annual Report. There have been no material changes from risk factors as previously disclosed in the Annual Report.

Item 6. Exhibits

Listing of Exhibits


Exhibit Number		Exhibit Description

10.1		Incremental Term Loan Commitment Agreement dated as of January 18, 2013, by and among BWAY Intermediate, BWAY Holding, as lead borrower, the Company and North America Packaging Corporation, as subsidiary borrowers, the lenders party thereto from time to time, Deutsche Bank Trust Company Americas, as administrative agent and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Bank USA, as joint lead arrangers.(a)

10.2		Amendment No. 1 to the Credit Agreement dated as of January 18, 2013, by and among BWAY Holding, as lead borrower, certain domestic subsidiaries signatories thereto, as credit parties, BWAY Intermediate, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent and collateral agent. (a)

10.3		Stock Purchase Agreement by and among BWAY Corporation, LINPAC Finance Limited and LINPAC Group Limited dated as of November 30, 2012(b)

31.1*		Certification required by Rule 13a-14(a) of Kenneth M. Roessler, President and Chief Executive Officer

31.2*		Certification required by Rule 13a-14(a) of Michael B. Clauer, Executive Vice-President and Chief Financial Officer

32.1*		Certification required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code of Kenneth M. Roessler, President and Chief Executive Officer

32.2*		Certification required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code of Michael B. Clauer, Executive Vice-President and Chief Financial Officer

101.INS		XBRL Instance Document**

101.SCH		XBRL Taxonomy Extension Schema Document**

101.CAL		XBRL Taxonomy Calculation Linkbase Document**

101.DEF		XBRL Taxonomy Definition Linkbase Document**

101.LAB		XBRL Taxonomy Labels Linkbase Document**

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

Filed herewith.

Pursuant to Rule 406T of Regulation S-T, the interactive Data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

(a)

Incorporated by reference to Form 8-K filed on January 25, 2013, file number 333-172764-01 (BWAY Intermediate).

SIGNATURES

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

	BWAY Intermediate Company, Inc.
			BWAY Intermediate Company, Inc. (Registrant)
	(Registrant)
Date:	May 15, 2013		By:	/s/ Kenneth M. Roessler
Date: May 13, 2011	By:	/s/ Kenneth M. Roessler
			Kenneth M. Roessler
	Kenneth M. Roessler
			President and Chief Executive Officer (Principal Executive Officer)
	President and
Date:	May 15, 2013		By:	/s/ Michael B. Clauer
	Chief Executive Officer
			Michael B. Clauer
	(Principal Executive Officer)
			Executive Vice-President and Chief Financial Officer (Principal Financial Officer)
Date: May 13, 2011	By:	/s/ Michael B. Clauer
	Michael B. Clauer
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Legal Proceedings

Risk Factors

Filing Compare · BWAY INTERMEDIATE COMPANY, INC.