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Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Quantitative and Qualitative Disclosures About Market Risk

At December 31, 2001, we had outstanding borrowings of approximately $514.0 million related to the issuance of debt securities registered with the SEC. In June of 1999, we issued $200.0 million of 7 3/8% senior notes at a discount to yield an effective interest rate of 7.473%. The 7 3/8% senior notes pay interest semiannually, and are our unsecured obligations. In March of 2001, we issued $285.0 million of 9 7/8% senior subordinated notes and $29.0 million of 7 1/4% senior notes. These notes were issued at a discount to yield effective interest rates of 10.5% and 9.4%, respectively. These 9 7/8% senior subordinated notes and the 7 1/4% senior notes pay interest semiannually, and are unsecured, but are guaranteed, on a joint and several basis, by all of our domestic subsidiaries, other than one that is not wholly-owned. As of December 31, 2001, we had a senior credit facility that provides for a revolving line of credit in the aggregate principal amount of $75.0 million for a term of three years, including subfacilities of $10.0 million for swingline loans and $15.0 million for letters of credit, usage of which reduces availability under the facility. Interest is computed using our choice of either (a) the greater of the prime rate or the federal funds rate plus one-half of 1 percent or (b) the adjusted Eurodollar Interbank Offered Rate, in each case plus an applicable margin determined by reference to our leverage ratio.

Additionally, the undrawn portion of the facility is subject to a facility fee at an annual rate that is also based on our leverage ratio. No borrowings were outstanding under the facility as of December 31, 2001, although approximately $9.8 million in letter of credit obligations were outstanding.

During the second and third quarters of 2001, we entered into four interest rate swap agreements in notional amounts totaling $285.0 million. The agreements, which have payment and expiration dates that correspond to the terms of the note obligations they cover, effectively converted $185.0 million of our fixed rate 9 7/8% senior subordinated notes and $100.0 million of our fixed rate 7 3/8% senior notes into variable rate obligations. The variable rates are based on the three-month LIBOR plus a fixed margin.

Our senior management establishes parameters, which are approved by the board of directors, for our financial risk. We do not utilize derivatives for speculative purposes. We adopted SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," effective January 1, 2001, which had no material impact on our financial statements upon adoption.

The table below provides information about the Company's derivative financial instruments and other financial instruments that are sensitive to changes in interest rates, including interest rate swaps and debt obligations. For debt obligations, the table presents principal cash flows and related effective interest rates by expected maturity dates. For interest rate swaps, the table presents notional amounts and weighted average interest rates by expected (contractual) maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on the fixed spread plus the contractual three-month LIBOR in effect at December 31, 2001.

Contractual Maturity Dates

(In thousands) 2002 2003 2004 2005 Thereafter Total

Debt Obligations
9 7/8% Senior Subordinated Notes(1) -- -- -- -- $285,000 $285,000
Average interest rate -- -- -- -- 10.5% 10.5%
7 1/4% Senior Notes(1) -- -- -- -- $ 29,000 $ 29,000
Average interest rate -- -- -- -- 9.4% 9.4%
7 3/8% Senior Notes(1) -- -- -- -- $200,000 $200,000
Average interest rate -- -- -- -- 7.47% 7.47%
Interest Rate Derivatives
Fixed to Variable(1) -- -- -- -- $285,000 $285,000
Average pay rate -- -- -- -- 8.998% 8.998%
Average receive rate(2) -- -- -- -- 5.862% 5.862%
(1) See Note 5 to the consolidated financial statements.
(2) The average receive rate represents the actual rates in effect at December 31, 2001.

Market Information

The Company's common stock trades in the NASDAQ National Market System under the symbol CSAR. At March 14, 2002, there were approximately 624 shareholders of record and, as of that date, the Company estimates that there were approximately 2,500 beneficial owners holding stock in nominee or "street" name. The table below sets forth quarterly high and low stock prices and dividends declared during the years 2001 and 2000.


2001 High Low Dividend 2000 High Low Dividend

First Quarter $13.38 $6.78 $0.09 First Quarter $23.50 $12.25 $0.18
Second Quarter 11.08 6.35 0.03 Second Quarter 19.38 12.75 0.18
Third Quarter 10.70 7.51 0.03 Third Quarter 17.25 10.31 0.18
Fourth Quarter 9.50 6.06 0.03 Fourth Quarter 12.13 7.63 0.18

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Caraustar Industries, Inc.