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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q







|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 26, 2010



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

For the transition period from  to

Commission File Number: 333-116843





SOLO CUP COMPANY

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 47-0938234                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|150 South Saunders Road, Suite 150, Lake Forest, Illinois      |  | 60045                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: 847/444-5000





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  x    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    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. (Check one):

Large accelerated filer   ̈    Accelerated filer  
 ̈    Non-accelerated filer  x    Smaller reporting company   ̈

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

The number of shares outstanding of the Registrants common stock as of November 9, 2010:

Common Stock, $0.01 par value  100 shares









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INDEX



|         |  |                                                                                       |  |      |    | 
|-------- |  | ------------------------------------------------------------------------------------- |  | ---- | -- | 
|         |  |                                                                                       |  | Page |   
|PART I.  |  | Financial Information                                                                 |  |      |    | 
|         |  |                                                                                      
|Item 1.  |  | Financial Statements                                                                  |  |      | 1  | 
|         |  |                                                                                      
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations |  |      | 20 | 
|         |  |                                                                                      
|Item 3.  |  | Quantitative and Qualitative Disclosures about Market Risk                            |  |      | 28 | 
|         |  |                                                                                      
|Item 4.  |  | Controls and Procedures                                                               |  |      | 28 | 
|         |  |                                                                                      
|PART II. |  | Other Information                                                                     |  |      |    | 
|         |  |                                                                                      
|Item 1.  |  | Legal Proceedings                                                                     |  |      | 29 | 
|         |  |                                                                                      
|Item 1A. |  | Risk Factors                                                                          |  |      | 29 | 
|         |  |                                                                                      
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  |      | 29 | 
|         |  |                                                                                      
|Item 3.  |  | Defaults upon Senior Securities                                                       |  |      | 29 | 
|         |  |                                                                                      
|Item 4.  |  | (Removed and Reserved)                                                                |  |      | 29 | 
|         |  |                                                                                      
|Item 5.  |  | Other Information                                                                     |  |      | 29 | 
|         |  |                                                                                      
|Item 6.  |  | Exhibits                                                                              |  |      | 29 | 



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PART
IFINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

SOLO CUP COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per
share data)



|                                                                                                       |  |                   |           |   |                  |   |          |  
|------------------------------------------------------------------------------------------------------ |  | ----------------- | --------- | - | ---------------- | - | -------- | -
|                                                                                                       |  | September 26,2010 |           |   | December 27,2009 |  
|                                                                                                       |  | (Unaudited)       |           |   |                  |  
|Assets                                                                                                 |  |                   |           |   |                  |   |          |  
|Current assets:                                                                                        |  |                   |           |   |                  |   |          |  
|Cash and cash equivalents                                                                              |  | $                 | 24,619    |   |                  | $ | 30,006   |  
|Accounts receivable - trade, less allowance for doubtful accounts of $1,635 and $1,114                 |  |                   | 121,196   |   |                  |   | 117,203  |  
|Accounts receivable - other                                                                            |  |                   | 3,901     |   |                  |   | 7,662    |  
|Inventories                                                                                            |  |                   | 290,971   |   |                  |   | 232,582  |  
|Deferred income taxes                                                                                  |  |                   | 16,734    |   |                  |   | 19,131   |  
|Prepaid expenses                                                                                       |  |                   | 7,360     |   |                  |   | 6,193    |  
|Assets held for sale                                                                                   |  |                   | 7,375     |   |                  |   | 2,825    |  
|Restricted cash                                                                                        |  |                   | 4,570     |   |                  |   |         |  
|Other current assets                                                                                   |  |                   | 18,579    |   |                  |   | 20,799   |  
|                                                                                                       |  |                   |           |   |                  |   |          |  
|Total current assets                                                                                   |  |                   | 495,305   |   |                  |   | 436,401  |  
|Property, plant and equipment, less accumulated depreciation and amortization of $589,862 and $527,050 |  |                   | 456,157   |   |                  |   | 508,964  |  
|Restricted cash                                                                                        |  |                   |          |   |                  |   | 10,410   |  
|Intangible assets, net                                                                                 |  |                   | 986       |   |                  |   |         |  
|Other assets                                                                                           |  |                   | 27,277    |   |                  |   | 31,643   |  
|                                                                                                       |  |                   |           |   |                  |   |          |  
|Total assets                                                                                           |  | $                 | 979,725   |   |                  | $ | 987,418  |  
|                                                                                                       |  |                   |           |   |                  |   |          |  
|Liabilities and Shareholders (Deficit) Equity                                                         |  |                   |           |   |                  |   |          |  
|Current liabilities:                                                                                   |  |                   |           |   |                  |   |          |  
|Accounts payable                                                                                       |  | $                 | 76,139    |   |                  | $ | 81,990   |  
|Accrued payroll and related costs                                                                      |  |                   | 28,527    |   |                  |   | 25,785   |  
|Accrued customer allowances                                                                            |  |                   | 24,718    |   |                  |   | 29,810   |  
|Current maturities of long-term debt                                                                   |  |                   | 536       |   |                  |   | 779      |  
|Accrued interest                                                                                       |  |                   | 21,071    |   |                  |   | 19,499   |  
|Other current liabilities                                                                              |  |                   | 41,523    |   |                  |   | 27,608   |  
|                                                                                                       |  |                   |           |   |                  |   |          |  
|Total current liabilities                                                                              |  |                   | 192,514   |   |                  |   | 185,471  |  
|Long-term debt, net of current maturities                                                              |  |                   | 718,295   |   |                  |   | 635,310  |  
|Deferred income taxes                                                                                  |  |                   | 20,123    |   |                  |   | 22,672   |  
|Pensions and other postretirement benefits                                                             |  |                   | 32,013    |   |                  |   | 36,011   |  
|Deferred gain on sale-leaseback                                                                        |  |                   | 41,416    |   |                  |   | 43,540   |  
|Other liabilities                                                                                      |  |                   | 40,834    |   |                  |   | 46,201   |  
|                                                                                                       |  |                   |           |   |                  |   |          |  
|Total liabilities                                                                                      |  |                   | 1,045,195 |   |                  |   | 969,205  |  
|Shareholders (deficit) equity:                                                                        |  |                   |           |   |                  |   |          |  
|Common stock - Par value $0.01 per share; 1,000 shares authorized; 100 shares issued and outstanding   |  |                   |          |   |                  |   |         |  
|Additional paid-in capital                                                                             |  |                   | 254,895   |   |                  |   | 254,995  |  
|Accumulated deficit                                                                                    |  |                   | (313,889  | ) |                  |   | (226,903 | )
|Accumulated other comprehensive loss                                                                   |  |                   | (6,476    | ) |                  |   | (9,879   | )
|                                                                                                       |  |                   |           |   |                  |   |          |  
|Total shareholders (deficit) equity                                                                   |  |                   | (65,470   | ) |                  |   | 18,213   |  
|                                                                                                       |  |                   |           |   |                  |   |          |  
|Total liabilities and shareholders equity                                                             |  | $                 | 979,725   |   |                  | $ | 987,418  |  
|                                                                                                       |  |                   |           |   |                  |   |          |  

See accompanying Notes to Consolidated Financial Statements.



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SOLO CUP COMPANY
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands)



|                                                                            |  |                              |         |   |                                 |   |         |                    |  |   |                    |   |  |   |           |  
|--------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ------------------------------- | - | ------- | ------------------ |  | - | ------------------ | - |  | - | --------- | -
|                                                                            |  | For the thirteen weeks ended |         |   | For the thirty-nine weeks ended |  
|                                                                            |  | September 26, 2010           |         |   | September 27, 2009              |   |         | September 26, 2010 |  |   | September 27, 2009 |  
|Net sales                                                                   |  | $                            | 409,614 |   |                                 | $ | 370,058 |                    |  | $ | 1,173,666          |   |  | $ | 1,115,516 |  
|Cost of goods sold                                                          |  |                              | 382,216 |   |                                 |   | 316,266 |                    |  |   | 1,075,389          |   |  |   | 960,035   |  
|                                                                            |  |                              |         |   |                                 |   |         |                    |  |   |                    |   |  |   |           |  
|Gross profit                                                                |  |                              | 27,398  |   |                                 |   | 53,792  |                    |  |   | 98,277             |   |  |   | 155,481   |  
|Selling, general and administrative expenses                                |  |                              | 36,516  |   |                                 |   | 38,557  |                    |  |   | 112,105            |   |  |   | 112,644   |  
|Impairment of goodwill                                                      |  |                              |        |   |                                 |   | 17,210  |                    |  |   |                   |   |  |   | 17,210    |  
|Loss on asset disposals                                                     |  |                              | 658     |   |                                 |   | 5,024   |                    |  |   | 2,655              |   |  |   | 7,447     |  
|Asset impairment                                                            |  |                              | 3,448   |   |                                 |   |        |                    |  |   | 16,666             |   |  |   |          |  
|                                                                            |  |                              |         |   |                                 |   |         |                    |  |   |                    |   |  |   |           |  
|Operating (loss) income                                                     |  |                              | (13,224 | ) |                                 |   | (6,999  | )                  |  |   | (33,149            | ) |  |   | 18,180    |  
|Interest expense, net of interest income of $43, $242, $156 and $501        |  |                              | 18,343  |   |                                 |   | 17,498  |                    |  |   | 52,779             |   |  |   | 45,399    |  
|Reclassification of unrealized loss on cash flow hedges to interest expense |  |                              |        |   |                                 |   |        |                    |  |   |                   |   |  |   | 9,108     |  
|Loss on debt extinguishment                                                 |  |                              |        |   |                                 |   | 2,520   |                    |  |   |                   |   |  |   | 2,520     |  
|Foreign currency exchange (gain) loss, net                                  |  |                              | (760    | ) |                                 |   | 98      |                    |  |   | 589                |   |  |   | (2,372    | )
|Gain from bargain purchase                                                  |  |                              | (30     | ) |                                 |   |        |                    |  |   | (1,733             | ) |  |   |          |  
|                                                                            |  |                              |         |   |                                 |   |         |                    |  |   |                    |   |  |   |           |  
|Loss before income taxes                                                    |  |                              | (30,777 | ) |                                 |   | (27,115 | )                  |  |   | (84,784            | ) |  |   | (36,475   | )
|Income tax (benefit) provision                                              |  |                              | (40     | ) |                                 |   | 763     |                    |  |   | 2,202              |   |  |   | (5,350    | )
|                                                                            |  |                              |         |   |                                 |   |         |                    |  |   |                    |   |  |   |           |  
|Net loss                                                                    |  | $                            | (30,737 | ) |                                 | $ | (27,878 | )                  |  | $ | (86,986            | ) |  | $ | (31,125   | )
|                                                                            |  |                              |         |   |                                 |   |         |                    |  |   |                    |   |  |   |           |  

See accompanying Notes to Consolidated Financial Statements.



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SOLO CUP COMPANY
AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS (DEFICIT) EQUITY

(Unaudited, in thousands, except share amounts)



|                                                    |  |              |     |  |                   |   |   |             |  |   |                               |   |  |                    |          |   |                  |   |        |   |  |   |         |  
|--------------------------------------------------- |  | ------------ | --- |  | ----------------- | - | - | ----------- |  | - | ----------------------------- | - |  | ------------------ | -------- | - | ---------------- | - | ------ | - |  | - | ------- | -
|                                                    |  | Common stock |     |  | Additionalpaid-in |   |   | Accumulated |  |   | Accumulatedothercomprehensive |   |  | Totalshareholders |         
|                                                    |  | Shares       |     |  | Amount            |   |   | capital     |  |   | deficit                       |   |  | loss               |          |   | (deficit) equity |  
|Balance at December 27, 2009                        |  |              | 100 |  |                   | $ |  |             |  | $ | 254,995                       |   |  | $                  | (226,903 | ) |                  | $ | (9,879 | ) |  | $ | 18,213  |  
|Net loss                                            |  |              |    |  |                   |   |  |             |  |   |                              |   |  |                    | (86,986  | ) |                  |   |       |   |  |   | (86,986 | )
|Foreign currency translation adjustment             |  |              |    |  |                   |   |  |             |  |   |                              |   |  |                    |         |   |                  |   | 1,389  |   |  |   | 1,389   |  
|Pension liability adjustments, net of tax of $1,153 |  |              |    |  |                   |   |  |             |  |   |                              |   |  |                    |         |   |                  |   | 2,014  |   |  |   | 2,014   |  
|Return of capital to parent                         |  |              |    |  |                   |   |  |             |  |   | (100                          | ) |  |                    |         |   |                  |   |       |   |  |   | (100    | )
|                                                    |  |              |     |  |                   |   |   |             |  |   |                               |   |  |                    |          |   |                  |   |        |   |  |   |         |  
|Balance at September 26, 2010                       |  |              | 100 |  |                   | $ |  |             |  | $ | 254,895                       |   |  | $                  | (313,889 | ) |                  | $ | (6,476 | ) |  | $ | (65,470 | )
|                                                    |  |              |     |  |                   |   |   |             |  |   |                               |   |  |                    |          |   |                  |   |        |   |  |   |         |  

See accompanying Notes to Consolidated Financial Statements.



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SOLO CUP COMPANY
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)



|                                                                                          |  |                         |         |   |                    |   |          |  
|----------------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ------------------ | - | -------- | -
|                                                                                          |  | Thirty-nine weeks ended |        
|                                                                                          |  | September 26, 2010      |         |   | September 27, 2009 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                      |  |                         |         |   |                    |   |          |  
|Net loss                                                                                  |  | $                       | (86,986 | ) |                    | $ | (31,125  | )
|Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |  |                         |         |   |                    |   |          |  
|Depreciation and amortization                                                             |  |                         | 81,985  |   |                    |   | 51,868   |  
|Deferred financing fee amortization                                                       |  |                         | 5,190   |   |                    |   | 4,332    |  
|Impairment of goodwill                                                                    |  |                         |        |   |                    |   | 17,210   |  
|Loss on asset disposals                                                                   |  |                         | 2,655   |   |                    |   | 7,447    |  
|Loss on debt extinguishment                                                               |  |                         |        |   |                    |   | 2,520    |  
|Gain from bargain purchase                                                                |  |                         | (1,733  | ) |                    |   |         |  
|Reclassification of unrealized loss on cash flow hedges to interest expense               |  |                         |        |   |                    |   | 9,108    |  
|Asset impairment                                                                          |  |                         | 16,666  |   |                    |   |         |  
|Deferred income taxes                                                                     |  |                         | (146    | ) |                    |   | (5,208   | )
|Foreign currency exchange loss (gain), net                                                |  |                         | 589     |   |                    |   | (2,372   | )
|Changes in operating assets and liabilities, net of business acquisition:                 |  |                         |         |   |                    |   |          |  
|Accounts receivable, net                                                                  |  |                         | 1,216   |   |                    |   | 16,470   |  
|Inventories                                                                               |  |                         | (51,333 | ) |                    |   | 30,322   |  
|Prepaid expenses and other current assets                                                 |  |                         | (1,801  | ) |                    |   | 3,639    |  
|Other assets                                                                              |  |                         | 638     |   |                    |   | (1,037   | )
|Accounts payable                                                                          |  |                         | (1,280  | ) |                    |   | 10,830   |  
|Accrued expenses and other current liabilities                                            |  |                         | 5,306   |   |                    |   | (1,397   | )
|Other liabilities                                                                         |  |                         | (3,748  | ) |                    |   | 4,435    |  
|Other, net                                                                                |  |                         | 3,301   |   |                    |   | 1,735    |  
|                                                                                          |  |                         |         |   |                    |   |          |  
|Net cash (used in) provided by operating activities                                       |  |                         | (29,481 | ) |                    |   | 118,777  |  
|                                                                                          |  |                         |         |   |                    |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                      |  |                         |         |   |                    |   |          |  
|Proceeds from sale of property, plant and equipment                                       |  |                         | 117     |   |                    |   | 16,584   |  
|Purchases of property, plant and equipment                                                |  |                         | (37,671 | ) |                    |   | (52,741  | )
|Business acquisition, net of cash acquired                                                |  |                         | (23,661 | ) |                    |   |         |  
|Decrease (increase) in restricted cash                                                    |  |                         | 5,840   |   |                    |   | (11,540  | )
|Proceeds from insurance reimbursment                                                      |  |                         | 1,201   |   |                    |   |         |  
|Increase in cash in escrow                                                                |  |                         |        |   |                    |   | (420     | )
|                                                                                          |  |                         |         |   |                    |   |          |  
|Net cash used in investing activities                                                     |  |                         | (54,174 | ) |                    |   | (48,117  | )
|                                                                                          |  |                         |         |   |                    |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                      |  |                         |         |   |                    |   |          |  
|Net borrowings (repayments) under revolving credit facilities                             |  |                         | 79,000  |   |                    |   | (18,300  | )
|Borrowings under the 10.5% Senior Secured Notes                                           |  |                         |        |   |                    |   | 293,784  |  
|Repayments of term notes                                                                  |  |                         | (410    | ) |                    |   | (362,861 | )
|Repayments of other debt                                                                  |  |                         | (266    | ) |                    |   | (275     | )
|Return of capital to parent                                                               |  |                         | (100    | ) |                    |   |         |  
|Debt issuance costs                                                                       |  |                         | (530    | ) |                    |   | (17,818  | )
|                                                                                          |  |                         |         |   |                    |   |          |  
|Net cash provided by (used in) financing activities                                       |  |                         | 77,694  |   |                    |   | (105,470 | )
|                                                                                          |  |                         |         |   |                    |   |          |  
|Effect of exchange rate changes on cash                                                   |  |                         | 574     |   |                    |   | 902      |  
|                                                                                          |  |                         |         |   |                    |   |          |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                 |  |                         | (5,387  | ) |                    |   | (33,908  | )
|CASH AND CASH EQUIVALENTS, beginning of period                                            |  |                         | 30,006  |   |                    |   | 57,504   |  
|                                                                                          |  |                         |         |   |                    |   |          |  
|CASH AND CASH EQUIVALENTS, end of period                                                  |  | $                       | 24,619  |   |                    | $ | 23,596   |  
|                                                                                          |  |                         |         |   |                    |   |          |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                                       |  |                         |         |   |                    |   |          |  
|Interest paid, net of capitalized interest                                                |  | $                       | 51,004  |   |                    | $ | 41,296   |  
|                                                                                          |  |                         |         |   |                    |   |          |  
|Income (tax refunds) taxes paid, net                                                      |  | $                       | (504    | ) |                    | $ | 688      |  
|                                                                                          |  |                         |         |   |                    |   |          |  

See accompanying Notes to Consolidated Financial Statements.



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SOLO CUP COMPANY
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

Organization. Solo Cup Company, a Delaware corporation (Solo Delaware), is a holding company, the material asset of
which is 100% of the capital stock of SF Holdings Group, Inc. SF Holdings owns 100% of the capital stock of Solo Cup Operating Corporation, the primary domestic operating subsidiary and direct parent of various domestic and foreign operating
subsidiaries. In these financial statements, the terms we, us and our refer to Solo Delaware and its direct and indirect subsidiaries.

Solo Delaware is a wholly owned subsidiary of Solo Cup Investment Corporation, a Delaware corporation. SCC Holding Company LLC owns 67.26%, Vestar Capital Partners IV, L.P. and certain of its affiliates
own 32.71% and management of Solo Delaware owns the remaining 0.03% of Solo Cup Investment Corporation.

Principles of
consolidation.These interim condensed consolidated financial statements include the accounts of Solo Delaware and its subsidiaries. All material intercompany accounts, transactions and profits are eliminated in consolidation. The information
included in these interim condensed consolidated financial statements is unaudited but, in our opinion, includes all adjustments (consisting only of normal recurring adjustments and accruals unless otherwise indicated) that we consider necessary for
a fair presentation of the financial position, operating results and cash flows for the periods presented. Results for the interim periods are not necessarily indicative of results expected for the entire year. These interim condensed consolidated
financial statements should be read in conjunction with our consolidated financial statements and notes thereto for the fiscal year ended December 27, 2009, included in our 2009 Annual Report on Form 10-K, which we filed with the Securities and
Exchange Commission on March 25, 2010.

Estimates. We have prepared these interim condensed consolidated financial
statements in conformity with U.S. generally accepted accounting principles, using our best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the balance sheet dates and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from these estimates and judgments.

(2) RECENTLY ADOPTED ACCOUNTING STANDARDS

On December 28, 2009, the first day of our 2010 fiscal year, we adopted new accounting guidance that is included in Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) Topic 820, Fair Value Measurements and Disclosures. Historically, we were required to disclose only the amounts of transfers into or out of Level 3 in the fair value hierarchy (Note 9). This new guidance
requires us also to disclose the amount of significant transfers into or out of Level 1 and Level 2 in the fair value hierarchy (Note 9) and the reasons for these transfers. In addition, the guidance clarifies certain existing disclosure
requirements. The adoption of these changes had no impact on our consolidated financial statements or disclosures for the thirty-nine weeks ended September 26, 2010.



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SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(3) BUSINESS COMBINATION

On March 31, 2010, we acquired all of the outstanding capital stock of InnoWare Plastic Holding
Company, Inc., a manufacturer and marketer of a comprehensive line of plastic take-out containers, to further broaden our product offering. Acquisition consideration was $24 million in cash. We operate a manufacturing facility and warehouse for the
acquired product line in Thomaston, Georgia. We market the acquired product line under our Creative Carryouts®
brand. The following table summarizes the preliminary allocation of consideration paid to the fair value of the assets acquired and liabilities assumed as of the acquisition date (in thousands):



|                                                                           |  |   |        |  
|-------------------------------------------------------------------------- |  | - | ------ | -
|Purchase price                                                             |  | $ | 24,000 |  
|Recognized amounts of identifiable assets acquired and liabilities assumed |  |   |        |  
|Cash                                                                       |  |   | 339    |  
|Accounts receivable                                                        |  |   | 2,507  |  
|Inventory                                                                  |  |   | 6,600  |  
|Other current assets                                                       |  |   | 929    |  
|Property, plant, and equipment                                             |  |   | 21,730 |  
|Identifiable intangible assets                                             |  |   | 1,140  |  
|Other assets                                                               |  |   | 88     |  
|Current liabilities                                                        |  |   | (3,905 | )
|Capital lease obligation                                                   |  |   | (3,589 | )
|Other liabilities                                                          |  |   | (106   | )
|                                                                           |  |   |        |  
|Total identifiable net assets                                              |  |   | 25,733 |  
|                                                                           |  |   |        |  
|Bargain purchase gain recognized                                           |  | $ | (1,733 | )
|                                                                           |  |   |        |  

In accordance with the accounting guidance related to business combinations, any excess of fair value of
acquired net assets over the acquisition consideration results in a bargain purchase and any resulting gain from a bargain purchase must be recognized in earnings on the acquisition date. As a result, no goodwill resulted from the transaction
and we recognized a gain from bargain purchase of approximately $1.7 million during the thirteen weeks ended June 27, 2010. The gain from bargain purchase is disclosed as a separate item in our Consolidated Statements of Operations.

Operating results for the product line are included in our Consolidated Statements of Operations from the date of
acquisition, March 31, 2010. Pro forma results are not presented, as the acquisition is not material to our consolidated results.

Amortizable intangible assets established as part of fair value accounting for the acquisition consisted of a brand name, a trade name, a patent and customer relationships. The intangible assets have a
weighted-average useful life of approximately five years. The table below summarizes the intangible assets by major category (in thousands):



|                                     |  |                      |       |  |                         |   |     | 
|------------------------------------ |  | -------------------- | ----- |  | ----------------------- | - | --- | 
|                                     |  | September 26, 2010   |      
|                                     |  | Gross CarryingAmount |       |  | AccumulatedAmortization |  
|Brand name, trade name and patent    |  | $                    | 920   |  |                         | $ | 132 | 
|Customer relationships               |  |                      | 220   |  |                         |   | 22  | 
|                                     |  |                      |       |  |                         |   |     | 
|Total identifiable intangible assets |  | $                    | 1,140 |  |                         | $ | 154 | 
|                                     |  |                      |       |  |                         |   |     | 



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(4) PLANT CLOSURES

On May 6, 2010, our Board of Directors committed to a plan designed to further optimize our manufacturing
footprint. Under the plan, we intend to close our manufacturing facilities in Owings Mills, Maryland; North Andover, Massachusetts; and Springfield, Missouri by the end of 2011. We expect to incur costs over the life of the plan in the
range of $100 to $120 million, of which approximately $20 to $25 million (identified in the table below as severance and equipment relocation and related costs) will require future cash expenditures, the majority of which are expected to be made in
our 2011 fiscal year. Equipment relocation and related costs are expensed as incurred and approximately $1 million of these expenditures have been made through September 26, 2010.

The total expected costs include severance payments, equipment relocation and related costs, a charge attributable to lease payments for
our North Andover facility to be made in periods after we exit the facility, asset impairment charges, and accelerated depreciation for certain property, plant and equipment that will no longer be used after the facilities are closed. The
following table summarizes the estimated costs that we expect to incur over the life of the plan as well as the amounts incurred during the thirteen and thirty-nine weeks ended September 26, 2010 (in millions):



|                                       |  |                         |     |  |                                         |   |     |                                            |  |   |    |  |  |   |    | 
|-------------------------------------- |  | ----------------------- | --- |  | --------------------------------------- | - | --- | ------------------------------------------ |  | - | -- |  |  | - | -- | 
|                                       |  | Estimated range         |     |  | Incurred to date                        |  
|                                       |  | As
ofSeptember 26, 2010 |     |  | Thirteen weeks 
endedSeptember 26, 2010 |   |     | Thirty-nine weeks 
endedSeptember 26, 2010 | 
|Severance                              |  | $                       | 5   |  |                                         | $ | 7   |                                            |  | $ | 1  |  |  | $ | 7  | 
|Equipment relocation and related costs |  |                         | 15  |  |                                         |   | 18  |                                            |  |   | 1  |  |  |   | 1  | 
|Accrual of remaining lease payments    |  |                         | 4   |  |                                         |   | 6   |                                            |  |   |   |  |  |   |   | 
|Asset impairment                       |  |                         | 16  |  |                                         |   | 19  |                                            |  |   | 4  |  |  |   | 17 | 
|Accelerated depreciation               |  |                         | 60  |  |                                         |   | 70  |                                            |  |   | 18 |  |  |   | 29 | 
|                                       |  |                         |     |  |                                         |   |     |                                            |  |   |    |  |  |   |    | 
|Total expected costs                   |  | $                       | 100 |  |                                         | $ | 120 |                                            |  | $ | 24 |  |  | $ | 54 | 
|                                       |  |                         |     |  |                                         |   |     |                                            |  |   |    |  |  |   |    | 

In addition, we incurred a charge of approximately $1.5 million during the thirteen weeks ended
September 26, 2010 for a defined benefit pension plan curtailment related to the closure of our Springfield facility (Note 11). In our Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended September 26, 2010,
severance costs, equipment relocation and related costs, and accelerated depreciation are included in cost of goods sold. As of September 26, 2010, accrued severance of approximately $7 million is included in other current liabilities in
our Consolidated Balance Sheet. No payments for severance have been made through September 26, 2010.

(5) ASSETS HELD FOR SALE

On July 30, 2010, we entered into a purchase and sale agreement to sell our Springfield, Missouri manufacturing
facility for approximately $7.9 million and to lease back the property for a period of up to one year from the closing date. The closing, which is expected to occur during the fourth quarter of 2010, is subject to satisfactory completion of due
diligence by the purchaser and other customary conditions.

We classify assets as held for sale when they meet the criteria
set forth in FASB ASC Topic 360, Property, Plant, and Equipment. Based on the execution of the purchase and sale agreement on July 30, 2010, during our third fiscal quarter, our manufacturing facility in Springfield, Missouri met the
criteria and we reclassified this property from held and used to held for sale. Accordingly, we recorded an impairment of approximately $3.4 million to adjust the carrying value of this property to fair value less cost to sell during the thirteen
weeks ended September 26, 2010.

Assets held for sale as of December 27, 2009 included a vacant manufacturing
facility in Belen, New Mexico that we intended to sell within twelve months of that date and that met the held for sale classification criteria set forth in Topic 360. During our second fiscal quarter of 2010, the property no longer met the criteria
to be classified as held for sale because we no longer believed it was probable that we would sell the property within twelve months of that date. As a result, we reclassified the land and building to property, plant and equipment on our
Consolidated Balance Sheet and adjusted the carrying value to reflect the depreciation expense that would have been recognized had the asset been continuously classified as held and used.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(6) INVENTORIES

The components of inventories were as follows (in thousands):



|                           |  |                    |         |  |                   |   |         | 
|-------------------------- |  | ------------------ | ------- |  | ----------------- | - | ------- | 
|                           |  | September 26, 2010 |         |  | December 27, 2009 |  
|Finished goods             |  | $                  | 202,655 |  |                   | $ | 164,628 | 
|Work in process            |  |                    | 12,570  |  |                   |   | 12,218  | 
|Raw materials and supplies |  |                    | 75,746  |  |                   |   | 55,736  | 
|                           |  |                    |         |  |                   |   |         | 
|Total inventories          |  | $                  | 290,971 |  |                   | $ | 232,582 | 
|                           |  |                    |         |  |                   |   |         | 

(7) INCOME TAXES

During the first quarter of fiscal year 2009, we recorded an adjustment to correct an error in our previously reported deferred tax liabilities. The adjustment increased our income tax benefit for that
quarter and decreased our deferred tax liabilities (noncurrent) by $5.1 million. We determined that this adjustment was immaterial to our then-current and prior period financial statements.

(8) DEBT

Long-term debt as of September 26, 2010 and
December 27, 2009, including amounts payable within one year, was as follows (in thousands):



|                                           |  |                   |         |   |                  |   |         |  
|------------------------------------------ |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|                                           |  | September 26,2010 |         |   | December 27,2009 |  
|Long-term debt:                            |  |                   |         |   |                  |   |         |  
|10.5% Senior Secured Notes due 2013        |  | $                 | 300,000 |   |                  | $ | 300,000 |  
|Unamortized discount                       |  |                   | (4,788  | ) |                  |   | (5,703  | )
|                                           |  |                   |         |   |                  |   |         |  
|10.5% Senior Secured Notes due 2013, net   |  |                   | 295,212 |   |                  |   | 294,297 |  
|8.5% Senior Subordinated Notes due 2014    |  |                   | 325,000 |   |                  |   | 325,000 |  
|Asset-based Revolving Credit Facility      |  |                   | 94,000  |   |                  |   | 15,000  |  
|Canadian Credit Facility - Term Loan       |  |                   |        |   |                  |   | 404     |  
|Capital lease obligations                  |  |                   | 4,619   |   |                  |   | 1,388   |  
|                                           |  |                   |         |   |                  |   |         |  
|Total long-term debt                       |  |                   | 718,831 |   |                  |   | 636,089 |  
|Less: Current maturities of long-term debt |  |                   | 536     |   |                  |   | 779     |  
|                                           |  |                   |         |   |                  |   |         |  
|Long-term debt, net of current maturities  |  | $                 | 718,295 |   |                  | $ | 635,310 |  
|                                           |  |                   |         |   |                  |   |         |  

(9) FAIR VALUE OF FINANCIAL INSTRUMENTS

Our financial instruments consist primarily of cash equivalents, accounts receivable, accounts payable, derivative financial instruments and debt, including obligations under capital leases. The carrying
values of financial instruments other than derivative financial instruments and fixed-rate debt approximated their fair values as of September 26, 2010 and December 27, 2009 due to their short-term maturities or market rates of interest.
Derivative financial instruments were recorded at fair value (Note 10). As of September 26, 2010 and December 27, 2009, the fair value of our floating-rate debt, consisting of our asset-based revolving credit facility and the term loan
under our Canadian credit facility, approximated carrying value due to our ability to borrow at comparable terms in the open market.

Our 10.5% Senior Secured Notes due 2013, issued on July 2, 2009 (Note 8), had a carrying value of $295.2 million and an estimated fair value of $318.8 million as of September 26, 2010, and a
carrying value of $294.3 million and an estimated fair value of $318.0 million as of December 27, 2009. The fair value of the senior secured notes as of September 26, 2010 was determined based on the last trade price of the debt prior to
close of trading on September 24, 2010, the last business day of our fiscal period. The senior secured notes were not eligible for public trading until January 28, 2010, following registration with the SEC; therefore their fair value as of
December 27, 2009 was determined based on the average of the bid price (low) and ask price (high) for the debt as of December 24, 2009, the last business day of our 2009 fiscal year. The estimated fair values were determined using Level 1
inputs in the fair value hierarchy, as defined in FASB ASC Topic 820, Fair Value Measurements and Disclosures.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Our 8.5% Senior
Subordinated Notes due 2014 (Note 8) had a carrying value of $325.0 million and an estimated fair value of $275.4 million and $320.9 million as of September 26, 2010 and December 27, 2009, respectively. The fair value of the senior
subordinated notes was determined based on the last trade price of the debt on September 24, 2010 and December 24, 2009, the last business day of each respective fiscal period. These estimated fair values were determined using Level 1
inputs in the fair value hierarchy, as defined in Topic 820.

The fair value hierarchy consists of three levels:



| |  |  | Level 1 fair values are valuations that the entity has the ability to access and that are based on quoted market prices in active markets for identical
assets or liabilities;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 2 fair values are valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other
inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3 fair values are valuations based on inputs that are supported by little or no market activity, and that are significant to the fair value of
the assets or liabilities.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On a recurring basis, we measure our interest rate swap agreements (Note 10) at
fair value using an income approach and Level 2 inputs in the fair value hierarchy. The income approach consists of a discounted cash flow model that takes into account the present value of future cash flows under the terms of the contracts
incorporating observable market inputs as of the reporting date such as prevailing interest rates. Both the counterpartys credit risk and our credit risk are considered in the fair value determination.

(10) DERIVATIVE INSTRUMENTS

As of September 26, 2010, we had three outstanding receive-variable (three-month LIBOR), pay-fixed interest rate swap agreements with an aggregate notional amount of $150 million that were originally
entered into to hedge a portion of our exposure to interest rate risk related to term loan borrowings under our former variable-rate first lien facility. The effective date of the interest rate swaps was August 28, 2007 and the fixed rate paid
is 5.3765%. The interest rate swaps were initially designated and qualified as highly-effective cash flow hedges. As of June 28, 2009, these swaps no longer qualified for hedge accounting because we extinguished our first lien credit facility
as part of our July 2009 refinancing transactions.

As a result of the refinancing transactions, the counterparty to the
interest rate swaps required us to post a specified amount of collateral against the current market value of the swaps. Our obligation to post collateral will continue through the expiration date of the swaps in February 2011. The amount of
collateral that must remain on account with the counterparty fluctuates based on future changes in the estimated fair value of the swaps, including as a result of changes in interest rates. The amount of collateral as of September 26, 2010 and
December 27, 2009 of $4.6 million and $10.4 million, respectively, is included in restricted cash on our Consolidated Balance Sheets and classified as current as of September 26, 2010 and noncurrent as of December 27, 2009.

When the interest rate swaps were designated as cash flow hedges, we reported the mark-to-market changes on the swaps as a
component of accumulated other comprehensive income (loss) in accordance with FASB ASC Topic 815, Derivatives. As a result of the refinancing transactions, the hedged forecasted payments of variable-rate interest on borrowings under the first
lien credit facility were no longer probable of occurring. Accordingly, we discontinued hedge accounting prospectively, and, as a result, the cumulative mark-to-market loss of $9.1 million associated with these swaps was reclassified from
accumulated other comprehensive loss to interest expense in June 2009. Since the third fiscal quarter of 2009, we have reported the mark-to-market changes on the swaps as a component of interest expense, net.

We report our interest rate swap agreements at fair value on our Consolidated Balance Sheets as current or noncurrent liabilities based
on their expiration date of February 28, 2011. As of September 26, 2010, their fair value of $3.3 million was included in other current liabilities. As of December 27, 2009, their fair value of $8.3 million was included in other
liabilities.

As of September 26, 2010 and December 27, 2009, we had no outstanding derivatives designated as part
of a cash flow or fair value hedging relationship and no hedges of the foreign currency exposure of a net investment in a foreign operation.



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SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(11) PENSION AND OTHER
POSTRETIREMENT BENEFITS

Net periodic benefit cost for our pension and other postretirement benefit plans consisted of the
following (in thousands):



|                                     |  |                              |        |   |                                 |   |        |                    |  |   |                    |   |  |   |        |  
|------------------------------------ |  | ---------------------------- | ------ | - | ------------------------------- | - | ------ | ------------------ |  | - | ------------------ | - |  | - | ------ | -
|                                     |  | For the thirteen weeks ended |        |   | For the thirty-nine weeks ended |  
|                                     |  | September 26, 2010           |        |   | September 27, 2009              |   |        | September 26, 2010 |  |   | September 27, 2009 |  
|Pension Benefits                     |  |                              |        |   |                                 |   |        |                    |  |   |                    |   |  |   |        |  
|Service cost                         |  | $                            | 338    |   |                                 | $ | 256    |                    |  | $ | 1,032              |   |  | $ | 711    |  
|Interest cost                        |  |                              | 1,781  |   |                                 |   | 1,872  |                    |  |   | 5,285              |   |  |   | 5,381  |  
|Expected return on plan assets       |  |                              | (1,799 | ) |                                 |   | (1,571 | )                  |  |   | (5,327             | ) |  |   | (4,480 | )
|Amortization of prior service cost   |  |                              | 207    |   |                                 |   | 51     |                    |  |   | 310                |   |  |   | 153    |  
|Amortization of net loss             |  |                              | 543    |   |                                 |   | 573    |                    |  |   | 1,672              |   |  |   | 1,670  |  
|                                     |  |                              |        |   |                                 |   |        |                    |  |   |                    |   |  |   |        |  
|                                     |  |                              | 1,070  |   |                                 |   | 1,181  |                    |  |   | 2,972              |   |  |   | 3,435  |  
|Curtailment loss(1)                  |  |                              | 1,474  |   |                                 |   |       |                    |  |   | 1,474              |   |  |   |       |  
|                                     |  |                              |        |   |                                 |   |        |                    |  |   |                    |   |  |   |        |  
|Net periodic benefit cost            |  | $                            | 2,544  |   |                                 | $ | 1,181  |                    |  | $ | 4,446              |   |  | $ | 3,435  |  
|                                     |  |                              |        |   |                                 |   |        |                    |  |   |                    |   |  |   |        |  
|Other Postretirement Benefits        |  |                              |        |   |                                 |   |        |                    |  |   |                    |   |  |   |        |  
|Service cost                         |  | $                            | 14     |   |                                 | $ | 10     |                    |  | $ | 42                 |   |  | $ | 28     |  
|Interest cost                        |  |                              | 93     |   |                                 |   | 197    |                    |  |   | 280                |   |  |   | 582    |  
|Amortization of prior service credit |  |                              | (109   | ) |                                 |   | (109   | )                  |  |   | (326               | ) |  |   | (326   | )
|Amortization of net loss             |  |                              | 13     |   |                                 |   | 84     |                    |  |   | 39                 |   |  |   | 256    |  
|                                     |  |                              |        |   |                                 |   |        |                    |  |   |                    |   |  |   |        |  
|Net periodic benefit cost            |  | $                            | 11     |   |                                 | $ | 182    |                    |  | $ | 35                 |   |  | $ | 540    |  
|                                     |  |                              |        |   |                                 |   |        |                    |  |   |                    |   |  |   |        |  



|(1) | Pursuant to FASB ASC Topic 715, Compensation  Retirement Benefits, we recorded a curtailment loss of approximately $1.5 million during the
thirteen weeks ended September 26, 2010, as a result of the anticipated closure of our manufacturing facility in Springfield, Missouri (Note 4) which significantly reduced the expected years of future service of active employees at this
facility who participate in one of our U.S. defined benefit pension plans.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the thirty-nine weeks
ended September 26, 2010, we made approximately $5 million of contributions to our pension and other postretirement benefit plans. We presently anticipate contributing an additional $3 million to fund our pension and other postretirement
benefit plans in 2010 for a total of approximately $8 million.

On January 1, 2009, at our discretion, we temporarily
eliminated employer-match contributions for our 401(k) defined contribution plan, which covers substantially all of our U.S. employees. We reinstated these contributions beginning in January 2010.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(12) ACCUMULATED OTHER
COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) consisted of the following (in thousands):



|                                                                                                                  |  |                              |         |   |                                 |   |         |                    |  |   |                    |   |  |   |         |  
|----------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ------------------------------- | - | ------- | ------------------ |  | - | ------------------ | - |  | - | ------- | -
|                                                                                                                  |  | For the thirteen weeks ended |         |   | For the thirty-nine weeks ended |  
|                                                                                                                  |  | September 26, 2010           |         |   | September 27, 2009              |   |         | September 26, 2010 |  |   | September 27, 2009 |  
|Net loss                                                                                                          |  | $                            | (30,737 | ) |                                 | $ | (27,878 | )                  |  | $ | (86,986            | ) |  | $ | (31,125 | )
|Foreign currency translation adjustment                                                                           |  |                              | 1,572   |   |                                 |   | 1,293   |                    |  |   | 1,389              |   |  |   | 7,854   |  
|Pension liability adjustments, net of tax of $792, $35, $1,153 and $98                                            |  |                              | 1,449   |   |                                 |   | 487     |                    |  |   | 2,014              |   |  |   | 1,569   |  
|Unrealized investment gain, net of tax of $0                                                                      |  |                              |        |   |                                 |   | 9       |                    |  |   |                   |   |  |   | 12      |  
|Recognition of realized gain on cash flow hedges, net of tax of $133 and $215                                     |  |                              |        |   |                                 |   | (93     | )                  |  |   |                   |   |  |   | (150    | )
|Unrealized loss on cash flow hedges, net of tax of $0                                                             |  |                              |        |   |                                 |   |        |                    |  |   |                   |   |  |   | (1,514  | )
|Reclassification of realized loss on cash flow hedges to interest expense, net of tax of $0                       |  |                              |        |   |                                 |   |        |                    |  |   |                   |   |  |   | 3,512   |  
|Reclassification of unrealized loss on cash flow hedges to interest expense, upon termination of hedge accounting |  |                              |        |   |                                 |   |        |                    |  |   |                   |   |  |   | 9,108   |  
|                                                                                                                  |  |                              |         |   |                                 |   |         |                    |  |   |                    |   |  |   |         |  
|Comprehensive loss                                                                                                |  | $                            | (27,716 | ) |                                 | $ | (26,182 | )                  |  | $ | (83,583            | ) |  | $ | (10,734 | )
|                                                                                                                  |  |                              |         |   |                                 |   |         |                    |  |   |                    |   |  |   |         |  

Accumulated other comprehensive loss consisted of the following (in thousands):



|                                                                       |  |                    |         |   |                   |   |         |  
|---------------------------------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | -
|                                                                       |  | September 26, 2010 |         |   | December 27, 2009 |  
|Foreign currency translation adjustments                               |  | $                  | 12,629  |   |                   | $ | 11,240  |  
|Pension liability adjustments, net of tax benefit of $3,667 and $4,820 |  |                    | (19,105 | ) |                   |   | (21,119 | )
|                                                                       |  |                    |         |   |                   |   |         |  
|Accumulated other comprehensive loss                                   |  | $                  | (6,476  | ) |                   | $ | (9,879  | )
|                                                                       |  |                    |         |   |                   |   |         |  

(13) RELATED PARTY TRANSACTIONS

Advisory fees. In 2004, Solo Delaware and Solo Cup Investment Corporation entered into a management agreement with SCC Holding providing for, among other things, the payment by Solo Cup Investment
Corporation of an annual advisory fee of $2.5 million to SCC Holding. On June 30, 2009, during our third fiscal quarter of 2009, Solo Delaware and Solo Cup Investment Corporation amended the management agreement to provide that the annual
advisory fee would be $0.8 million, beginning with the 2009 fee. Pursuant to the SCC Holding Agreement, we recorded $0.2 million of advisory fees during each of the thirteen weeks ended September 26, 2010 and September 27, 2009, and
$0.6 million during each of the thirty-nine weeks ended September 26, 2010 and September 27, 2009. As of September 26, 2010, prepaid advisory fees of $0.2 million were included in prepaid expenses on our Consolidated Balance Sheet.

In 2004, Solo Delaware and Solo Cup Investment Corporation also entered into a management agreement with Vestar pursuant to
which Solo Cup Investment Corporation agreed to pay Vestar an annual advisory fee of $0.8 million, plus reimbursement of its expenses. Pursuant to the Vestar Agreement, we recorded $0.2 million of advisory fees during each of the thirteen weeks
ended September 26, 2010 and September 27, 2009, and $0.6 million during each of the thirty-nine weeks ended September 26, 2010 and September 27, 2009. As of September 26, 2010, prepaid advisory fees of $0.2 million were
included in prepaid expenses on our Consolidated Balance Sheet. As of September 26, 2010 and December 27, 2009, approximately $88 thousand and $40 thousand, respectively, were included in other current liabilities for out-of-pocket
expenses.

Return of capital. In the first quarter of 2010, $0.1 million of contributed capital was returned to Solo
Cup Investment Corporation as a dividend reflecting the cancellation of 100 shares of Solo Cup Investment Corporations convertible participating preferred stock upon the departure of one of our employees.



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SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(14) SEGMENTS

We manage and evaluate our operations in two reportable segments: North America and Europe. Both of these segments manufacture and supply
a broad portfolio of single-use products that are used to serve food and beverages and are available in plastic, paper, foam, post-consumer recycled content and annually renewable materials. We manage our operating segments separately based on the
products and requirements of the different markets. North America includes all of our entities established in the United States, Canada, Mexico and Puerto Rico, and our corporate function. Europe includes all U.K. entities. Other includes Australia
and Panama. We dissolved our sole Australian entity in May 2009.

The accounting policies of the operating segments are the
same as those described in Note 2 to the consolidated financial statements in our 2009 Annual Report on Form 10-K. Segment operating results are measured based on operating income (loss). We account for intersegment net sales on an arms-length
pricing basis.



|                                                   |  |               |           |   |        |   |         |       |  |   |                |  |  |              |           |   |       |   |         |   |  |   |           |  
|-------------------------------------------------- |  | ------------- | --------- | - | ------ | - | ------- | ----- |  | - | -------------- |  |  | ------------ | --------- | - | ----- | - | ------- | - |  | - | --------- | -
|(in thousands)                                     |  | North America |           |   | Europe |   |         | Other |  |   | Total Segments |  |  | Eliminations |           |   | Total |  
|For the thirteen weeks ended September 26, 2010    |  |               |           |   |        |   |         |       |  |   |                |  |  |              |           |   |       |   |         |   |  |   |           |  
|Revenues from external customers                   |  | $             | 378,754   |   |        | $ | 27,675  |       |  | $ | 3,185          |  |  | $            | 409,614   |   |       | $ |        |   |  | $ | 409,614   |  
|Intersegment net sales                             |  |               | 5,640     |   |        |   |        |       |  |   |               |  |  |              | 5,640     |   |       |   | (5,640  | ) |  |   |          |  
|Operating (loss) income                            |  |               | (12,290   | ) |        |   | (996    | )     |  |   | 224            |  |  |              | (13,062   | ) |       |   | (162    | ) |  |   | (13,224   | )
|                                                   |  |               |           |   |        |  
|For the thirteen weeks ended September 27, 2009    |  |               |           |   |        |   |         |       |  |   |                |  |  |              |           |   |       |   |         |   |  |   |           |  
|Revenues from external customers                   |  | $             | 338,985   |   |        | $ | 27,886  |       |  | $ | 3,187          |  |  | $            | 370,058   |   |       | $ |        |   |  | $ | 370,058   |  
|Intersegment net sales                             |  |               | 6,989     |   |        |   |        |       |  |   |               |  |  |              | 6,989     |   |       |   | (6,989  | ) |  |   |          |  
|Operating income (loss) (1)                        |  |               | 11,709    |   |        |   | (18,830 | )     |  |   | 287            |  |  |              | (6,834    | ) |       |   | (165    | ) |  |   | (6,999    | )
|                                                   |  |               |           |   |        |  
|For the thirty-nine weeks ended September 26, 2010 |  |               |           |   |        |   |         |       |  |   |                |  |  |              |           |   |       |   |         |   |  |   |           |  
|Revenues from external customers                   |  | $             | 1,082,599 |   |        | $ | 81,665  |       |  | $ | 9,402          |  |  | $            | 1,173,666 |   |       | $ |        |   |  | $ | 1,173,666 |  
|Intersegment net sales                             |  |               | 16,859    |   |        |   |        |       |  |   |               |  |  |              | 16,859    |   |       |   | (16,859 | ) |  |   |          |  
|Operating (loss) income                            |  |               | (31,765   | ) |        |   | (2,223  | )     |  |   | 759            |  |  |              | (33,229   | ) |       |   | 80      |   |  |   | (33,149   | )
|For the thirty-nine weeks ended September 27, 2009 |  |               |           |   |        |   |         |       |  |   |                |  |  |              |           |   |       |   |         |   |  |   |           |  
|Revenues from external customers                   |  | $             | 1,028,393 |   |        | $ | 77,245  |       |  | $ | 9,878          |  |  | $            | 1,115,516 |   |       | $ |        |   |  | $ | 1,115,516 |  
|Intersegment net sales                             |  |               | 18,394    |   |        |   |        |       |  |   |               |  |  |              | 18,394    |   |       |   | (18,394 | ) |  |   |          |  
|Operating income (loss) (1)                        |  |               | 38,268    |   |        |   | (20,990 | )     |  |   | 1,088          |  |  |              | 18,366    |   |       |   | (186    | ) |  |   | 18,180    |  



|                                                                            |  |                              |         |   |                                 |   |         |                    |  |   |                    |   |  |   |         |  
|--------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ------------------------------- | - | ------- | ------------------ |  | - | ------------------ | - |  | - | ------- | -
|                                                                            |  | For the thirteen weeks ended |         |   | For the thirty-nine weeks ended |  
|(in thousands)                                                              |  | September 26, 2010           |         |   | September 27, 2009              |   |         | September 26, 2010 |  |   | September 27, 2009 |  
|Operating income (loss):                                                    |  |                              |         |   |                                 |   |         |                    |  |   |                    |   |  |   |         |  
|Total segment and other operating (loss) income                             |  | $                            | (13,062 | ) |                                 | $ | (6,834  | )                  |  | $ | (33,229            | ) |  | $ | 18,366  |  
|Elimination of intersegment operating income (loss)                         |  |                              | (162    | ) |                                 |   | (165    | )                  |  |   | 80                 |   |  |   | (186    | )
|Interest expense                                                            |  |                              | (18,386 | ) |                                 |   | (17,740 | )                  |  |   | (52,935            | ) |  |   | (45,900 | )
|Interest income                                                             |  |                              | 43      |   |                                 |   | 242     |                    |  |   | 156                |   |  |   | 501     |  
|Reclassification of unrealized loss on cash flow hedges to interest expense |  |                              |        |   |                                 |   |        |                    |  |   |                   |   |  |   | (9,108  | )
|Loss on debt extinguishment                                                 |  |                              |        |   |                                 |   | (2,520  | )                  |  |   |                   |   |  |   | (2,520  | )
|Foreign currency exchange gain (loss), net                                  |  |                              | 760     |   |                                 |   | (98     | )                  |  |   | (589               | ) |  |   | 2,372   |  
|Gain from bargain purchase                                                  |  |                              | 30      |   |                                 |   |        |                    |  |   | 1,733              |   |  |   |        |  
|                                                                            |  |                              |         |   |                                 |   |         |                    |  |   |                    |   |  |   |         |  
|Loss before income taxes                                                    |  | $                            | (30,777 | ) |                                 | $ | (27,115 | )                  |  | $ | (84,784            | ) |  | $ | (36,475 | )
|                                                                            |  |                              |         |   |                                 |   |         |                    |  |   |                    |   |  |   |         |  



|(1) | For the thirteen and thirty-nine weeks ended September 27, 2009, the operating loss for our Europe segment includes a goodwill impairment charge of $17.2 million.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



12



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##### Table of Contents

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(15) GUARANTOR NOTE

On July 2, 2009, Solo Delaware and Solo Cup Operating Corporation (SCOC) co-issued $300.0 million of
10.5% Senior Secured Notes due 2013. The senior secured notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our subsidiaries. The consolidated guarantors are: SF Holdings; Solo Manufacturing LLC; P.R. Solo
Cup, Inc.; Lily-Canada Holding Corporation; Solo Cup (UK) Limited; Insulpak Holdings Limited; Solo Cup Europe Limited; and Solo Cup Owings Mills Holdings.

In February 2004, Solo Delaware acquired SF Holdings and its subsidiaries, including Sweetheart Cup Company. Solo Delaware partially funded the acquisition through the issuance of $325.0 million of 8.5%
Senior Subordinated Notes due 2014. The senior subordinated notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our subsidiaries. The consolidated guarantors of the senior subordinated notes are the same as
the senior secured notes, except for SCOC, which is a guarantor of the senior subordinated notes, but a co-issuer of the senior secured notes.

We have revised the following statements of operations for the thirteen and thirty-nine weeks ended September 27, 2009 and the statement of cash flows for the thirty-nine weeks ended
September 27, 2009 to present the guarantors and non-guarantors of the senior subordinated notes and the senior secured notes in accordance with Rule 3-10 of Regulation S-X under the Securities Exchange Act of 1934. In presenting this financial
information, we have applied the equity method of accounting to (1) Solo Delawares investment in SF Holdings, (2) SF Holdings investment in SCOC, and (3) SCOCs investment in the Other Guarantors and Non-Guarantor
subsidiaries. All such subsidiaries meet the requirements to be consolidated under U.S. generally accepted accounting principles. All intercompany balances and transactions have been eliminated.

(Continued)



13



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##### Table of Contents

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(15) GUARANTOR NOTE (CONTINUED)





|                                                         |  |                                                                      |         |   |                          |   |         |           |  |   |                    |  |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|-------------------------------------------------------- |  | -------------------------------------------------------------------- | ------- | - | ------------------------ | - | ------- | --------- |  | - | ------------------ |  |  | -------------- | ------- | - | ------------ | - | ------- | ------------ |  | - | -------- | - |  | - | --------- | -
|                                                         |  | Condensed Consolidated Balance
SheetSeptember 26, 2010(In thousands) |        
|                                                         |  | SoloDelaware(1)                                                      |         |   | SFHoldings(2)(Guarantor) |   |         | SCOC 
(3) |  |   | OtherGuarantors(4) |  |  | Non-Guarantors |         |   | Eliminations |   |         | Consolidated | 
|Assets                                                   |  |                                                                      |         |   |                          |   |         |           |  |   |                    |  |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Current assets:                                          |  |                                                                      |         |   |                          |   |         |           |  |   |                    |  |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Cash and cash equivalents                                |  | $                                                                    |        |   |                          | $ |        |           |  | $ | 41                 |  |  | $              | 2,973   |   |              | $ | 21,605  |              |  | $ |         |   |  | $ | 24,619    |  
|Accounts receivable - trade                              |  |                                                                      |        |   |                          |   |        |           |  |   | 86,628             |  |  |                | 16,948  |   |              |   | 17,620  |              |  |   |         |   |  |   | 121,196   |  
|Accounts receivable - other                              |  |                                                                      | 2,410   |   |                          |   |        |           |  |   | 32,164             |  |  |                | 2,183   |   |              |   |        |              |  |   | (32,856  | ) |  |   | 3,901     |  
|Inventories                                              |  |                                                                      |        |   |                          |   |        |           |  |   | 246,240            |  |  |                | 18,456  |   |              |   | 28,462  |              |  |   | (2,187   | ) |  |   | 290,971   |  
|Deferred income taxes                                    |  |                                                                      |        |   |                          |   |        |           |  |   | 16,259             |  |  |                |        |   |              |   | 475     |              |  |   |         |   |  |   | 16,734    |  
|Restricted cash                                          |  |                                                                      | 4,570   |   |                          |   |        |           |  |   |                   |  |  |                |        |   |              |   |        |              |  |   |         |   |  |   | 4,570     |  
|Prepaid expenses and other current assets                |  |                                                                      |        |   |                          |   |        |           |  |   | 29,365             |  |  |                | 1,880   |   |              |   | 2,069   |              |  |   |         |   |  |   | 33,314    |  
|                                                         |  |                                                                      |         |   |                          |   |         |           |  |   |                    |  |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Total current assets                                     |  |                                                                      | 6,980   |   |                          |   |        |           |  |   | 410,697            |  |  |                | 42,440  |   |              |   | 70,231  |              |  |   | (35,043  | ) |  |   | 495,305   |  
|Property, plant and equipment, net                       |  |                                                                      |        |   |                          |   |        |           |  |   | 411,444            |  |  |                | 13,615  |   |              |   | 31,098  |              |  |   |         |   |  |   | 456,157   |  
|Intangible assets, net                                   |  |                                                                      |        |   |                          |   |        |           |  |   | 986                |  |  |                |        |   |              |   |        |              |  |   |         |   |  |   | 986       |  
|Intercompany receivables - non-current                   |  |                                                                      | 172,091 |   |                          |   |        |           |  |   | 6,088              |  |  |                |        |   |              |   |        |              |  |   | (178,179 | ) |  |   |          |  
|Intercompany debt - non-current                          |  |                                                                      | 417,971 |   |                          |   |        |           |  |   | 38,839             |  |  |                |        |   |              |   |        |              |  |   | (456,810 | ) |  |   |          |  
|Investments in subsidiaries                              |  |                                                                      | (34,810 | ) |                          |   | 279,137 |           |  |   | 57,211             |  |  |                |        |   |              |   |        |              |  |   | (301,538 | ) |  |   |          |  
|Other assets                                             |  |                                                                      | 12,884  |   |                          |   |        |           |  |   | 10,445             |  |  |                | 1,782   |   |              |   | 2,166   |              |  |   |         |   |  |   | 27,277    |  
|                                                         |  |                                                                      |         |   |                          |   |         |           |  |   |                    |  |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Total assets                                             |  | $                                                                    | 575,116 |   |                          | $ | 279,137 |           |  | $ | 935,710            |  |  | $              | 57,837  |   |              | $ | 103,495 |              |  | $ | (971,570 | ) |  | $ | 979,725   |  
|                                                         |  |                                                                      |         |   |                          |   |         |           |  |   |                    |  |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|                                                         |  |                                                                      |         |   |                          |   |        
|Liabilities and Shareholders (Deficit) Equity           |  |                                                                      |         |   |                          |   |         |           |  |   |                    |  |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Current liabilities:                                     |  |                                                                      |         |   |                          |   |         |           |  |   |                    |  |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Accounts payable                                         |  | $                                                                    |        |   |                          | $ |        |           |  | $ | 57,696             |  |  | $              | 10,615  |   |              | $ | 7,828   |              |  | $ |         |   |  | $ | 76,139    |  
|Intercompany payable                                     |  |                                                                      |        |   |                          |   |        |           |  |   | 4,594              |  |  |                | 24,813  |   |              |   | 3,450   |              |  |   | (32,857  | ) |  |   |          |  
|Accrued expenses and other current liabilities           |  |                                                                      | 20,374  |   |                          |   |        |           |  |   | 87,144             |  |  |                | 1,679   |   |              |   | 6,642   |              |  |   |         |   |  |   | 115,839   |  
|Current maturities of long-term debt                     |  |                                                                      |        |   |                          |   |        |           |  |   | 164                |  |  |                | 372     |   |              |   |        |              |  |   |         |   |  |   | 536       |  
|                                                         |  |                                                                      |         |   |                          |   |         |           |  |   |                    |  |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Total current liabilities                                |  |                                                                      | 20,374  |   |                          |   |        |           |  |   | 149,598            |  |  |                | 37,479  |   |              |   | 17,920  |              |  |   | (32,857  | ) |  |   | 192,514   |  
|Long-term debt, net of current maturities                |  |                                                                      | 620,212 |   |                          |   |        |           |  |   | 97,349             |  |  |                | 734     |   |              |   |        |              |  |   |         |   |  |   | 718,295   |  
|Long-term debt, net of current maturities - intercompany |  |                                                                      |        |   |                          |   | 135,768 |           |  |   | 282,203            |  |  |                | 38,838  |   |              |   |        |              |  |   | (456,809 | ) |  |   |          |  
|Deferred income taxes                                    |  |                                                                      |        |   |                          |   |        |           |  |   | 17,911             |  |  |                |        |   |              |   | 2,212   |              |  |   |         |   |  |   | 20,123    |  
|Long-term payable - intercompany                         |  |                                                                      |        |   |                          |   | 178,179 |           |  |   |                   |  |  |                |        |   |              |   |        |              |  |   | (178,179 | ) |  |   |          |  
|Other long-term liabilities                              |  |                                                                      |        |   |                          |   |        |           |  |   | 109,512            |  |  |                | 1,731   |   |              |   | 3,020   |              |  |   |         |   |  |   | 114,263   |  
|                                                         |  |                                                                      |         |   |                          |   |         |           |  |   |                    |  |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Total liabilities                                        |  |                                                                      | 640,586 |   |                          |   | 313,947 |           |  |   | 656,573            |  |  |                | 78,782  |   |              |   | 23,152  |              |  |   | (667,845 | ) |  |   | 1,045,195 |  
|                                                         |  |                                                                      |         |   |                          |   |         |           |  |   |                    |  |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Total shareholders (deficit) equity                     |  |                                                                      | (65,470 | ) |                          |   | (34,810 | )         |  |   | 279,137            |  |  |                | (20,945 | ) |              |   | 80,343  |              |  |   | (303,725 | ) |  |   | (65,470   | )
|                                                         |  |                                                                      |         |   |                          |   |         |           |  |   |                    |  |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Total liabilities and shareholders (deficit) equity     |  | $                                                                    | 575,116 |   |                          | $ | 279,137 |           |  | $ | 935,710            |  |  | $              | 57,837  |   |              | $ | 103,495 |              |  | $ | (971,570 | ) |  | $ | 979,725   |  
|                                                         |  |                                                                      |         |   |                          |   |         |           |  |   |                    |  |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  



|(1) | Issuer of 8.5% Senior Subordinated Notes; co-issuer of 10.5% Senior Secured Notes
|--- | ---------------------------------------------------------------------------------

|(2) | Guarantor of 8.5% Senior Subordinated Notes and 10.5% Senior Secured Notes
|--- | --------------------------------------------------------------------------

|(3) | Guarantor of 8.5% Senior Subordinated Notes; co-issuer of 10.5% Senior Secured Notes
|--- | ------------------------------------------------------------------------------------

|(4) | Guarantors of 8.5% Senior Subordinated Notes and 10.5% Senior Secured Notes
|--- | ---------------------------------------------------------------------------

(Continued)



14



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##### Table of Contents

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(15) GUARANTOR NOTE (CONTINUED)





|                                                         |  |                                                                     |         |  |                       |   |         |      |  |   |                 |  |  |                |         |   |              |   |         |              |  |   |            |   |  |   |         | 
|-------------------------------------------------------- |  | ------------------------------------------------------------------- | ------- |  | --------------------- | - | ------- | ---- |  | - | --------------- |  |  | -------------- | ------- | - | ------------ | - | ------- | ------------ |  | - | ---------- | - |  | - | ------- | 
|                                                         |  | Condensed Consolidated Balance
SheetDecember 27, 2009(In thousands) |        
|                                                         |  | SoloDelaware                                                        |         |  | SFHoldings(Guarantor) |   |         | SCOC |  |   | OtherGuarantors |  |  | Non-Guarantors |         |   | Eliminations |   |         | Consolidated | 
|Assets                                                   |  |                                                                     |         |  |                       |   |         |      |  |   |                 |  |  |                |         |   |              |   |         |              |  |   |            |   |  |   |         | 
|Current assets:                                          |  |                                                                     |         |  |                       |   |         |      |  |   |                 |  |  |                |         |   |              |   |         |              |  |   |            |   |  |   |         | 
|Cash and cash equivalents                                |  | $                                                                   |        |  |                       | $ |        |      |  | $ | 5               |  |  | $              | 4,517   |   |              | $ | 25,484  |              |  | $ |           |   |  | $ | 30,006  | 
|Accounts receivable - trade                              |  |                                                                     |        |  |                       |   |        |      |  |   | 83,808          |  |  |                | 16,912  |   |              |   | 16,483  |              |  |   |           |   |  |   | 117,203 | 
|Accounts receivable - other                              |  |                                                                     | 2,163   |  |                       |   |        |      |  |   | 42,699          |  |  |                | 2,182   |   |              |   | 23      |              |  |   | (39,405    | ) |  |   | 7,662   | 
|Inventories                                              |  |                                                                     |        |  |                       |   |        |      |  |   | 192,131         |  |  |                | 18,781  |   |              |   | 23,895  |              |  |   | (2,225     | ) |  |   | 232,582 | 
|Deferred income taxes                                    |  |                                                                     |        |  |                       |   |        |      |  |   | 18,696          |  |  |                |        |   |              |   | 435     |              |  |   |           |   |  |   | 19,131  | 
|Prepaid expenses and other current assets                |  |                                                                     |        |  |                       |   |        |      |  |   | 24,776          |  |  |                | 2,533   |   |              |   | 2,508   |              |  |   |           |   |  |   | 29,817  | 
|                                                         |  |                                                                     |         |  |                       |   |         |      |  |   |                 |  |  |                |         |   |              |   |         |              |  |   |            |   |  |   |         | 
|Total current assets                                     |  |                                                                     | 2,163   |  |                       |   |        |      |  |   | 362,115         |  |  |                | 44,925  |   |              |   | 68,828  |              |  |   | (41,630    | ) |  |   | 436,401 | 
|Property, plant and equipment, net                       |  |                                                                     |        |  |                       |   |        |      |  |   | 460,800         |  |  |                | 15,799  |   |              |   | 32,365  |              |  |   |           |   |  |   | 508,964 | 
|Intercompany receivables - non-current                   |  |                                                                     | 155,108 |  |                       |   |        |      |  |   | 6,088           |  |  |                |        |   |              |   |        |              |  |   | (161,196   | ) |  |   |        | 
|Intercompany debt - non-current                          |  |                                                                     | 439,708 |  |                       |   |        |      |  |   | 39,175          |  |  |                |        |   |              |   |        |              |  |   | (478,883   | ) |  |   |        | 
|Investments in subsidiaries                              |  |                                                                     | 39,372  |  |                       |   | 336,337 |      |  |   | 53,609          |  |  |                |        |   |              |   |        |              |  |   | (429,318   | ) |  |   |        | 
|Restricted cash                                          |  |                                                                     | 10,410  |  |                       |   |        |      |  |   |                |  |  |                |        |   |              |   |        |              |  |   |           |   |  |   | 10,410  | 
|Other assets                                             |  |                                                                     | 15,441  |  |                       |   |        |      |  |   | 13,387          |  |  |                | 782     |   |              |   | 2,033   |              |  |   |           |   |  |   | 31,643  | 
|                                                         |  |                                                                     |         |  |                       |   |         |      |  |   |                 |  |  |                |         |   |              |   |         |              |  |   |            |   |  |   |         | 
|Total assets                                             |  | $                                                                   | 662,202 |  |                       | $ | 336,337 |      |  | $ | 935,174         |  |  | $              | 61,506  |   |              | $ | 103,226 |              |  | $ | (1,111,027 | ) |  | $ | 987,418 | 
|                                                         |  |                                                                     |         |  |                       |   |         |      |  |   |                 |  |  |                |         |   |              |   |         |              |  |   |            |   |  |   |         | 
|Liabilities and Shareholders Equity (Deficit)           |  |                                                                     |         |  |                       |   |         |      |  |   |                 |  |  |                |         |   |              |   |         |              |  |   |            |   |  |   |         | 
|Current liabilities:                                     |  |                                                                     |         |  |                       |   |         |      |  |   |                 |  |  |                |         |   |              |   |         |              |  |   |            |   |  |   |         | 
|Accounts payable                                         |  | $                                                                   | 301     |  |                       | $ |        |      |  | $ | 64,294          |  |  | $              | 11,320  |   |              | $ | 6,075   |              |  | $ |           |   |  | $ | 81,990  | 
|Intercompany payable                                     |  |                                                                     |        |  |                       |   |        |      |  |   | 4,343           |  |  |                | 24,348  |   |              |   | 10,714  |              |  |   | (39,405    | ) |  |   |        | 
|Accrued expenses and other current liabilities           |  |                                                                     | 16,105  |  |                       |   |        |      |  |   | 78,847          |  |  |                | 1,570   |   |              |   | 6,180   |              |  |   |           |   |  |   | 102,702 | 
|Current maturities of long-term debt                     |  |                                                                     |        |  |                       |   |        |      |  |   |                |  |  |                | 374     |   |              |   | 405     |              |  |   |           |   |  |   | 779     | 
|                                                         |  |                                                                     |         |  |                       |   |         |      |  |   |                 |  |  |                |         |   |              |   |         |              |  |   |            |   |  |   |         | 
|Total current liabilities                                |  |                                                                     | 16,406  |  |                       |   |        |      |  |   | 147,484         |  |  |                | 37,612  |   |              |   | 23,374  |              |  |   | (39,405    | ) |  |   | 185,471 | 
|Long-term debt, net of current maturities                |  |                                                                     | 619,297 |  |                       |   |        |      |  |   | 15,000          |  |  |                | 1,013   |   |              |   |        |              |  |   |           |   |  |   | 635,310 | 
|Long-term debt, net of current maturities - intercompany |  |                                                                     |        |  |                       |   | 135,769 |      |  |   | 303,941         |  |  |                | 39,173  |   |              |   |        |              |  |   | (478,883   | ) |  |   |        | 
|Deferred income taxes                                    |  |                                                                     |        |  |                       |   |        |      |  |   | 20,384          |  |  |                |        |   |              |   | 2,288   |              |  |   |           |   |  |   | 22,672  | 
|Long-term payable - intercompany                         |  |                                                                     |        |  |                       |   | 161,196 |      |  |   |                |  |  |                |        |   |              |   |        |              |  |   | (161,196   | ) |  |   |        | 
|Other long-term liabilities                              |  |                                                                     | 8,286   |  |                       |   |        |      |  |   | 112,028         |  |  |                | 2,317   |   |              |   | 3,121   |              |  |   |           |   |  |   | 125,752 | 
|                                                         |  |                                                                     |         |  |                       |   |         |      |  |   |                 |  |  |                |         |   |              |   |         |              |  |   |            |   |  |   |         | 
|Total liabilities                                        |  |                                                                     | 643,989 |  |                       |   | 296,965 |      |  |   | 598,837         |  |  |                | 80,115  |   |              |   | 28,783  |              |  |   | (679,484   | ) |  |   | 969,205 | 
|                                                         |  |                                                                     |         |  |                       |   |         |      |  |   |                 |  |  |                |         |   |              |   |         |              |  |   |            |   |  |   |         | 
|Total shareholders equity (deficit)                     |  |                                                                     | 18,213  |  |                       |   | 39,372  |      |  |   | 336,337         |  |  |                | (18,609 | ) |              |   | 74,443  |              |  |   | (431,543   | ) |  |   | 18,213  | 
|                                                         |  |                                                                     |         |  |                       |   |         |      |  |   |                 |  |  |                |         |   |              |   |         |              |  |   |            |   |  |   |         | 
|Total liabilities and shareholders equity (deficit)     |  | $                                                                   | 662,202 |  |                       | $ | 336,337 |      |  | $ | 935,174         |  |  | $              | 61,506  |   |              | $ | 103,226 |              |  | $ | (1,111,027 | ) |  | $ | 987,418 | 
|                                                         |  |                                                                     |         |  |                       |   |         |      |  |   |                 |  |  |                |         |   |              |   |         |              |  |   |            |   |  |   |         | 

(Continued)



15



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##### Table of Contents

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(15) GUARANTOR NOTE (CONTINUED)





|                                             |  |                                                                                                   |         |   |                        |   |         |      |  |   |                 |   |  |                |         |   |              |   |        |              |  |   |         |   |  |   |         |  
|-------------------------------------------- |  | ------------------------------------------------------------------------------------------------- | ------- | - | ---------------------- | - | ------- | ---- |  | - | --------------- | - |  | -------------- | ------- | - | ------------ | - | ------ | ------------ |  | - | ------- | - |  | - | ------- | -
|                                             |  | Consolidated Statement of
OperationsFor the thirteen weeks ended September 26, 2010(In thousands) |        
|                                             |  | SoloDelaware                                                                                      |         |   | SF Holdings(Guarantor) |   |         | SCOC |  |   | OtherGuarantors |   |  | Non-Guarantors |         |   | Eliminations |   |        | Consolidated | 
|Net sales                                    |  | $                                                                                                 |        |   |                        | $ |        |      |  | $ | 351,070         |   |  | $              | 27,702  |   |              | $ | 46,270 |              |  | $ | (15,428 | ) |  | $ | 409,614 |  
|Cost of goods sold                           |  |                                                                                                   |        |   |                        |   |        |      |  |   | 328,915         |   |  |                | 26,919  |   |              |   | 41,731 |              |  |   | (15,349 | ) |  |   | 382,216 |  
|                                             |  |                                                                                                   |         |   |                        |   |         |      |  |   |                 |   |  |                |         |   |              |   |        |              |  |   |         |   |  |   |         |  
|Gross profit                                 |  |                                                                                                   |        |   |                        |   |        |      |  |   | 22,155          |   |  |                | 783     |   |              |   | 4,539  |              |  |   | (79     | ) |  |   | 27,398  |  
|Selling, general and administrative expenses |  |                                                                                                   |        |   |                        |   |        |      |  |   | 30,064          |   |  |                | 1,778   |   |              |   | 4,712  |              |  |   | (38     | ) |  |   | 36,516  |  
|Loss (gain) on asset disposals               |  |                                                                                                   |        |   |                        |   |        |      |  |   | 659             |   |  |                | (1      | ) |              |   |       |              |  |   |        |   |  |   | 658     |  
|Asset impairment                             |  |                                                                                                   |        |   |                        |   |        |      |  |   | 3,448           |   |  |                |        |   |              |   |       |              |  |   |        |   |  |   | 3,448   |  
|                                             |  |                                                                                                   |         |   |                        |   |         |      |  |   |                 |   |  |                |         |   |              |   |        |              |  |   |         |   |  |   |         |  
|Operating loss                               |  |                                                                                                   |        |   |                        |   |        |      |  |   | (12,016         | ) |  |                | (994    | ) |              |   | (173   | )            |  |   | (41     | ) |  |   | (13,224 | )
|Interest expense (income), net               |  |                                                                                                   | 3,155   |   |                        |   | 5,794   |      |  |   | 9,241           |   |  |                | 156     |   |              |   | (4     | )            |  |   | 1       |   |  |   | 18,343  |  
|Foreign currency exchange loss (gain), net   |  |                                                                                                   |        |   |                        |   |        |      |  |   | 251             |   |  |                | (1,081  | ) |              |   | 70     |              |  |   |        |   |  |   | (760    | )
|Gain from bargain purchase                   |  |                                                                                                   |        |   |                        |   |        |      |  |   | (30             | ) |  |                |        |   |              |   |       |              |  |   |        |   |  |   | (30     | )
|Equity in loss of subsidiaries               |  |                                                                                                   | 27,582  |   |                        |   | 21,788  |      |  |   | 1,084           |   |  |                |        |   |              |   |       |              |  |   | (50,454 | ) |  |   |        |  
|                                             |  |                                                                                                   |         |   |                        |   |         |      |  |   |                 |   |  |                |         |   |              |   |        |              |  |   |         |   |  |   |         |  
|Loss before income taxes                     |  |                                                                                                   | (30,737 | ) |                        |   | (27,582 | )    |  |   | (22,562         | ) |  |                | (69     | ) |              |   | (239   | )            |  |   | 50,412  |   |  |   | (30,777 | )
|Income tax (benefit) provision               |  |                                                                                                   |        |   |                        |   |        |      |  |   | (775            | ) |  |                | (28     | ) |              |   | 763    |              |  |   |        |   |  |   | (40     | )
|                                             |  |                                                                                                   |         |   |                        |   |         |      |  |   |                 |   |  |                |         |   |              |   |        |              |  |   |         |   |  |   |         |  
|Net loss                                     |  | $                                                                                                 | (30,737 | ) |                        | $ | (27,582 | )    |  | $ | (21,787         | ) |  | $              | (41     | ) |              | $ | (1,002 | )            |  | $ | 50,412  |   |  | $ | (30,737 | )
|                                             |  |                                                                                                   |         |   |                        |   |         |      |  |   |                 |   |  |                |         |   |              |   |        |              |  |   |         |   |  |   |         |  
|                                             | 
|                                             |  | Consolidated Statement of
OperationsFor the thirteen weeks ended September 27, 2009(In thousands) |        
|                                             |  | SoloDelaware                                                                                      |         |   | SF Holdings(Guarantor) |   |         | SCOC |  |   | OtherGuarantors |   |  | Non-Guarantors |         |   | Eliminations |   |        | Consolidated | 
|Net sales                                    |  | $                                                                                                 |        |   |                        | $ |        |      |  | $ | 313,493         |   |  | $              | 27,904  |   |              | $ | 43,804 |              |  | $ | (15,143 | ) |  | $ | 370,058 |  
|Cost of goods sold                           |  |                                                                                                   |        |   |                        |   |        |      |  |   | 264,269         |   |  |                | 27,665  |   |              |   | 39,476 |              |  |   | (15,144 | ) |  |   | 316,266 |  
|                                             |  |                                                                                                   |         |   |                        |   |         |      |  |   |                 |   |  |                |         |   |              |   |        |              |  |   |         |   |  |   |         |  
|Gross profit                                 |  |                                                                                                   |        |   |                        |   |        |      |  |   | 49,224          |   |  |                | 239     |   |              |   | 4,328  |              |  |   | 1       |   |  |   | 53,792  |  
|Selling, general and administrative expenses |  |                                                                                                   |        |   |                        |   |        |      |  |   | 34,091          |   |  |                | 1,860   |   |              |   | 2,624  |              |  |   | (18     | ) |  |   | 38,557  |  
|Impairment of goodwill                       |  |                                                                                                   |        |   |                        |   |        |      |  |   |                |   |  |                | 17,210  |   |              |   |       |              |  |   |        |   |  |   | 17,210  |  
|Loss on asset disposals                      |  |                                                                                                   |        |   |                        |   |        |      |  |   | 5,025           |   |  |                | (1      | ) |              |   |       |              |  |   |        |   |  |   | 5,024   |  
|                                             |  |                                                                                                   |         |   |                        |   |         |      |  |   |                 |   |  |                |         |   |              |   |        |              |  |   |         |   |  |   |         |  
|Operating income (loss)                      |  |                                                                                                   |        |   |                        |   |        |      |  |   | 10,108          |   |  |                | (18,830 | ) |              |   | 1,704  |              |  |   | 19      |   |  |   | (6,999  | )
|Interest income expense, net                 |  |                                                                                                   | 3,795   |   |                        |   | 5,277   |      |  |   | 8,211           |   |  |                | 189     |   |              |   | 26     |              |  |   |        |   |  |   | 17,498  |  
|Loss on debt extinguishment                  |  |                                                                                                   | 2,520   |   |                        |   |        |      |  |   |                |   |  |                |        |   |              |   |       |              |  |   |        |   |  |   | 2,520   |  
|Foreign currency exchange loss (gain), net   |  |                                                                                                   |        |   |                        |   |        |      |  |   | 114             |   |  |                | 284     |   |              |   | (300   | )            |  |   |        |   |  |   | 98      |  
|Equity in loss of subsidiaries               |  |                                                                                                   | 21,433  |   |                        |   | 16,156  |      |  |   | 17,111          |   |  |                |        |   |              |   |       |              |  |   | (54,700 | ) |  |   |        |  
|                                             |  |                                                                                                   |         |   |                        |   |         |      |  |   |                 |   |  |                |         |   |              |   |        |              |  |   |         |   |  |   |         |  
|(Loss) income before income taxes            |  |                                                                                                   | (27,748 | ) |                        |   | (21,433 | )    |  |   | (15,328         | ) |  |                | (19,303 | ) |              |   | 1,978  |              |  |   | 54,719  |   |  |   | (27,115 | )
|Income tax provision (benefit)               |  |                                                                                                   | 130     |   |                        |   |        |      |  |   | 828             |   |  |                | (650    | ) |              |   | 455    |              |  |   |        |   |  |   | 763     |  
|                                             |  |                                                                                                   |         |   |                        |   |         |      |  |   |                 |   |  |                |         |   |              |   |        |              |  |   |         |   |  |   |         |  
|Net (loss) income                            |  | $                                                                                                 | (27,878 | ) |                        | $ | (21,433 | )    |  | $ | (16,156         | ) |  | $              | (18,653 | ) |              | $ | 1,523  |              |  | $ | 54,719  |   |  | $ | (27,878 | )
|                                             |  |                                                                                                   |         |   |                        |   |         |      |  |   |                 |   |  |                |         |   |              |   |        |              |  |   |         |   |  |   |         |  

(Continued)

During the thirteen weeks ended September 26, 2010, we determined that certain expenses related to intercompany information technology services had not been charged by Solo Cup Operating Corporation
(SCOC) to Solo Cup Canada Inc., a non-guarantor subsidiary, for the fiscal years ended December 31, 2006 and December 30, 2007. We corrected this prior-period error in the current period financial statements as we deemed
the error to be immaterial to our consolidated financial statements in both the originating periods and the current period. For the thirteen and thirty-nine weeks ended September 26, 2010, we recorded expenses related to intercompany
information technology services of $1.2 million related to 2007 and $1.0 million related to 2006 which reduced SCOCs selling, general and administrative expenses by $2.2 million and increased Non-Guarantors selling, general and
administrative expenses by $2.2 million. The correction did not have a material impact on our consolidated balance sheet or consolidated statements of operations.



16



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##### Table of Contents

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(15) GUARANTOR NOTE (CONTINUED)





|                                                                            |  |                                                                                                      |         |   |                         |   |         |      |  |   |                 |   |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|--------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------- | ------- | - | ----------------------- | - | ------- | ---- |  | - | --------------- | - |  | -------------- | ------- | - | ------------ | - | ------- | ------------ |  | - | -------- | - |  | - | --------- | -
|                                                                            |  | Consolidated Statement of
OperationsFor the thirty-nine weeks ended September 26, 2010(In thousands) |        
|                                                                            |  | SoloDelaware                                                                                         |         |   | SF 
Holdings(Guarantor) |   |         | SCOC |  |   | OtherGuarantors |   |  | Non-Guarantors |         |   | Eliminations |   |         | Consolidated | 
|Net sales                                                                   |  | $                                                                                                    |        |   |                         | $ |        |      |  | $ | 1,023,466       |   |  | $              | 81,748  |   |              | $ | 141,177 |              |  | $ | (72,725  | ) |  | $ | 1,173,666 |  
|Cost of goods sold                                                          |  |                                                                                                      |        |   |                         |   |        |      |  |   | 944,901         |   |  |                | 78,497  |   |              |   | 124,533 |              |  |   | (72,542  | ) |  |   | 1,075,389 |  
|                                                                            |  |                                                                                                      |         |   |                         |   |         |      |  |   |                 |   |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Gross profit                                                                |  |                                                                                                      |        |   |                         |   |        |      |  |   | 78,565          |   |  |                | 3,251   |   |              |   | 16,644  |              |  |   | (183     | ) |  |   | 98,277    |  
|Selling, general and administrative expenses                                |  |                                                                                                      |        |   |                         |   |        |      |  |   | 96,585          |   |  |                | 5,495   |   |              |   | 10,132  |              |  |   | (107     | ) |  |   | 112,105   |  
|Loss (gain) on asset disposals                                              |  |                                                                                                      |        |   |                         |   |        |      |  |   | 2,680           |   |  |                | (24     | ) |              |   | (1      | )            |  |   |         |   |  |   | 2,655     |  
|Asset impairment                                                            |  |                                                                                                      |        |   |                         |   |        |      |  |   | 16,666          |   |  |                |        |   |              |   |        |              |  |   |         |   |  |   | 16,666    |  
|                                                                            |  |                                                                                                      |         |   |                         |   |         |      |  |   |                 |   |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Operating (loss) income                                                     |  |                                                                                                      |        |   |                         |   |        |      |  |   | (37,366         | ) |  |                | (2,220  | ) |              |   | 6,513   |              |  |   | (76      | ) |  |   | (33,149   | )
|Interest expense, net                                                       |  |                                                                                                      | 9,398   |   |                         |   | 16,984  |      |  |   | 25,974          |   |  |                | 408     |   |              |   | 15      |              |  |   |         |   |  |   | 52,779    |  
|Foreign currency exchange loss (gain), net                                  |  |                                                                                                      |        |   |                         |   |        |      |  |   | 1,017           |   |  |                | 200     |   |              |   | (628    | )            |  |   |         |   |  |   | 589       |  
|Gain from bargain purchase                                                  |  |                                                                                                      |        |   |                         |   |        |      |  |   | (1,733          | ) |  |                |        |   |              |   |        |              |  |   |         |   |  |   | (1,733    | )
|Equity in loss (earnings) of subsidiaries                                   |  |                                                                                                      | 77,588  |   |                         |   | 60,604  |      |  |   | (1,464          | ) |  |                |        |   |              |   |        |              |  |   | (136,728 | ) |  |   |          |  
|                                                                            |  |                                                                                                      |         |   |                         |   |         |      |  |   |                 |   |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|(Loss) income before income taxes                                           |  |                                                                                                      | (86,986 | ) |                         |   | (77,588 | )    |  |   | (61,160         | ) |  |                | (2,828  | ) |              |   | 7,126   |              |  |   | 136,652  |   |  |   | (84,784   | )
|Income tax (benefit) provision                                              |  |                                                                                                      |        |   |                         |   |        |      |  |   | (556            | ) |  |                | (94     | ) |              |   | 2,852   |              |  |   |         |   |  |   | 2,202     |  
|                                                                            |  |                                                                                                      |         |   |                         |   |         |      |  |   |                 |   |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Net (loss) income                                                           |  | $                                                                                                    | (86,986 | ) |                         | $ | (77,588 | )    |  | $ | (60,604         | ) |  | $              | (2,734  | ) |              | $ | 4,274   |              |  | $ | 136,652  |   |  | $ | (86,986   | )
|                                                                            |  |                                                                                                      |         |   |                         |   |         |      |  |   |                 |   |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|                                                                            | 
|                                                                            |  | Consolidated Statement of
OperationsFor the thirty-nine weeks ended September 27, 2009(In thousands) |        
|                                                                            |  | SoloDelaware                                                                                         |         |   | SF Holdings(Guarantor)  |   |         | SCOC |  |   | OtherGuarantors |   |  | Non-Guarantors |         |   | Eliminations |   |         | Consolidated | 
|Net sales                                                                   |  | $                                                                                                    |        |   |                         | $ |        |      |  | $ | 980,683         |   |  | $              | 77,314  |   |              | $ | 126,557 |              |  | $ | (69,038  | ) |  | $ | 1,115,516 |  
|Cost of goods sold                                                          |  |                                                                                                      |        |   |                         |   |        |      |  |   | 837,430         |   |  |                | 75,364  |   |              |   | 116,203 |              |  |   | (68,962  | ) |  |   | 960,035   |  
|                                                                            |  |                                                                                                      |         |   |                         |   |         |      |  |   |                 |   |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Gross profit                                                                |  |                                                                                                      |        |   |                         |   |        |      |  |   | 143,253         |   |  |                | 1,950   |   |              |   | 10,354  |              |  |   | (76      | ) |  |   | 155,481   |  
|Selling, general and administrative expenses                                |  |                                                                                                      | 1       |   |                         |   |        |      |  |   | 99,800          |   |  |                | 5,722   |   |              |   | 7,192   |              |  |   | (71      | ) |  |   | 112,644   |  
|Impairment of goodwill                                                      |  |                                                                                                      |        |   |                         |   |        |      |  |   |                |   |  |                | 17,210  |   |              |   |        |              |  |   |         |   |  |   | 17,210    |  
|Loss on asset disposals                                                     |  |                                                                                                      |        |   |                         |   |        |      |  |   | 6,986           |   |  |                | 9       |   |              |   | 452     |              |  |   |         |   |  |   | 7,447     |  
|                                                                            |  |                                                                                                      |         |   |                         |   |         |      |  |   |                 |   |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Operating (loss) income                                                     |  |                                                                                                      | (1      | ) |                         |   |        |      |  |   | 36,467          |   |  |                | (20,991 | ) |              |   | 2,710   |              |  |   | (5       | ) |  |   | 18,180    |  
|Interest expense, net                                                       |  |                                                                                                      | 4,303   |   |                         |   | 15,468  |      |  |   | 24,733          |   |  |                | 867     |   |              |   | 28      |              |  |   |         |   |  |   | 45,399    |  
|Reclassification of unrealized loss on cash flow hedges to interest expense |  |                                                                                                      | 9,108   |   |                         |   |        |      |  |   |                |   |  |                |        |   |              |   |        |              |  |   |         |   |  |   | 9,108     |  
|Loss on debt extinguishment                                                 |  |                                                                                                      | 2,520   |   |                         |   |        |      |  |   |                |   |  |                |        |   |              |   |        |              |  |   |         |   |  |   | 2,520     |  
|Foreign currency exchange gain, net                                         |  |                                                                                                      |        |   |                         |   |        |      |  |   | (259            | ) |  |                | (1,525  | ) |              |   | (588    | )            |  |   |         |   |  |   | (2,372    | )
|Equity in loss (earnings) of subsidiaries                                   |  |                                                                                                      | 14,981  |   |                         |   | (487    | )    |  |   | 16,544          |   |  |                |        |   |              |   |        |              |  |   | (31,038  | ) |  |   |          |  
|                                                                            |  |                                                                                                      |         |   |                         |   |         |      |  |   |                 |   |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|(Loss) income before income taxes                                           |  |                                                                                                      | (30,913 | ) |                         |   | (14,981 | )    |  |   | (4,551          | ) |  |                | (20,333 | ) |              |   | 3,270   |              |  |   | 31,033   |   |  |   | (36,475   | )
|Income tax provision (benefit)                                              |  |                                                                                                      | 212     |   |                         |   |        |      |  |   | (5,038          | ) |  |                | (937    | ) |              |   | 413     |              |  |   |         |   |  |   | (5,350    | )
|                                                                            |  |                                                                                                      |         |   |                         |   |         |      |  |   |                 |   |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  
|Net (loss) income                                                           |  | $                                                                                                    | (31,125 | ) |                         | $ | (14,981 | )    |  | $ | 487             |   |  | $              | (19,396 | ) |              | $ | 2,857   |              |  | $ | 31,033   |   |  | $ | (31,125   | )
|                                                                            |  |                                                                                                      |         |   |                         |   |         |      |  |   |                 |   |  |                |         |   |              |   |         |              |  |   |          |   |  |   |           |  

(Continued)



17



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SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(15) GUARANTOR NOTE (CONTINUED)





|                                                     |  |                                                                                                                |         |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |     |   |  |   |         |  
|---------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------- | ------- | - | ---------------------- | - | - | ---- |  | - | --------------- | - |  | -------------- | ------ | - | ------------ | - | ------ | ------------ |  | - | --- | - |  | - | ------- | -
|                                                     |  | Condensed Consolidated Statement of Cash FlowsFor the thirty-nine weeks ended September 26, 2010(In thousands) |        
|                                                     |  | SoloDelaware                                                                                                   |         |   | SF Holdings(Guarantor) |   |   | SCOC |  |   | OtherGuarantors |   |  | Non-Guarantors |        |   | Eliminations |   |        | Consolidated | 
|CASH FLOWS FROM OPERATING ACTIVITIES                 |  |                                                                                                                |         |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |     |   |  |   |         |  
|Net cash (used in) provided by operating activities  |  | $                                                                                                              | (27,105 | ) |                        | $ |  |      |  | $ | 1,817           |   |  | $              | (375   | ) |              | $ | (3,818 | )            |  | $ |    |   |  | $ | (29,481 | )
|                                                     |  |                                                                                                                |         |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |     |   |  |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES                 |  |                                                                                                                |         |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |     |   |  |   |         |  
|Proceeds from sale of property, plant and equipment  |  |                                                                                                                |        |   |                        |   |  |      |  |   | 62              |   |  |                | 83     |   |              |   | 1      |              |  |   | (29 | ) |  |   | 117     |  
|Purchases of property, plant and equipment           |  |                                                                                                                |        |   |                        |   |  |      |  |   | (36,411         | ) |  |                | (959   | ) |              |   | (330   | )            |  |   | 29  |   |  |   | (37,671 | )
|Business acquisition, net of cash acquired           |  |                                                                                                                |        |   |                        |   |  |      |  |   | (23,661         | ) |  |                |       |   |              |   |       |              |  |   |    |   |  |   | (23,661 | )
|Decrease in restricted cash                          |  |                                                                                                                | 5,840   |   |                        |   |  |      |  |   |                |   |  |                |       |   |              |   |       |              |  |   |    |   |  |   | 5,840   |  
|Proceeds from insurance reimbursement                |  |                                                                                                                |        |   |                        |   |  |      |  |   | 1,201           |   |  |                |       |   |              |   |       |              |  |   |    |   |  |   | 1,201   |  
|                                                     |  |                                                                                                                |         |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |     |   |  |   |         |  
|Net cash provided by (used in) investing activities  |  |                                                                                                                | 5,840   |   |                        |   |  |      |  |   | (58,809         | ) |  |                | (876   | ) |              |   | (329   | )            |  |   |    |   |  |   | (54,174 | )
|                                                     |  |                                                                                                                |         |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |     |   |  |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                 |  |                                                                                                                |         |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |     |   |  |   |         |  
|Net borrowings under revolving credit facilities     |  |                                                                                                                |        |   |                        |   |  |      |  |   | 79,000          |   |  |                |       |   |              |   |       |              |  |   |    |   |  |   | 79,000  |  
|Repayments of term notes                             |  |                                                                                                                |        |   |                        |   |  |      |  |   |                |   |  |                |       |   |              |   | (410   | )            |  |   |    |   |  |   | (410    | )
|Repayments of other debt                             |  |                                                                                                                |        |   |                        |   |  |      |  |   | (77             | ) |  |                | (189   | ) |              |   |       |              |  |   |    |   |  |   | (266    | )
|Return of capital to parent                          |  |                                                                                                                | (100    | ) |                        |   |  |      |  |   |                |   |  |                |       |   |              |   |       |              |  |   |    |   |  |   | (100    | )
|Collection on (repayment of) intercompany debt       |  |                                                                                                                | 21,737  |   |                        |   |  |      |  |   | (21,737         | ) |  |                |       |   |              |   |       |              |  |   |    |   |  |   |        |  
|Debt issuance costs                                  |  |                                                                                                                | (372    | ) |                        |   |  |      |  |   | (158            | ) |  |                |       |   |              |   |       |              |  |   |    |   |  |   | (530    | )
|                                                     |  |                                                                                                                |         |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |     |   |  |   |         |  
|Net cash provided by (used in) financing activities  |  |                                                                                                                | 21,265  |   |                        |   |  |      |  |   | 57,028          |   |  |                | (189   | ) |              |   | (410   | )            |  |   |    |   |  |   | 77,694  |  
|                                                     |  |                                                                                                                |         |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |     |   |  |   |         |  
|Effect of exchange rate changes on cash              |  |                                                                                                                |        |   |                        |   |  |      |  |   |                |   |  |                | (104   | ) |              |   | 678    |              |  |   |    |   |  |   | 574     |  
|                                                     |  |                                                                                                                |         |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |     |   |  |   |         |  
|Net increase (decrease) in cash and cash equivalents |  |                                                                                                                |        |   |                        |   |  |      |  |   | 36              |   |  |                | (1,544 | ) |              |   | (3,879 | )            |  |   |    |   |  |   | (5,387  | )
|Cash and cash equivalents, beginning of period       |  |                                                                                                                |        |   |                        |   |  |      |  |   | 5               |   |  |                | 4,517  |   |              |   | 25,484 |              |  |   |    |   |  |   | 30,006  |  
|                                                     |  |                                                                                                                |         |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |     |   |  |   |         |  
|Cash and cash equivalents, end of period             |  | $                                                                                                              |        |   |                        | $ |  |      |  | $ | 41              |   |  | $              | 2,973  |   |              | $ | 21,605 |              |  | $ |    |   |  | $ | 24,619  |  
|                                                     |  |                                                                                                                |         |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |     |   |  |   |         |  

(Continued)



18



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##### Table of Contents

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(15) GUARANTOR NOTE (CONTINUED)





|                                                     |  |                                                                                                                |          |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |        |   |  |   |          |  
|---------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------- | -------- | - | ---------------------- | - | - | ---- |  | - | --------------- | - |  | -------------- | ------ | - | ------------ | - | ------ | ------------ |  | - | ------ | - |  | - | -------- | -
|                                                     |  | Condensed Consolidated Statement of Cash FlowsFor the thirty-nine weeks ended September 27, 2009(In thousands) |         
|                                                     |  | SoloDelaware                                                                                                   |          |   | SF Holdings(Guarantor) |   |   | SCOC |  |   | OtherGuarantors |   |  | Non-Guarantors |        |   | Eliminations |   |        | Consolidated | 
|CASH FLOWS FROM OPERATING ACTIVITIES                 |  |                                                                                                                |          |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |        |   |  |   |          |  
|Net cash (used in) provided by operating activities  |  | $                                                                                                              | (19,181  | ) |                        | $ |  |      |  | $ | 133,525         |   |  | $              | 1,515  |   |              | $ | 2,918  |              |  | $ |       |   |  | $ | 118,777  |  
|                                                     |  |                                                                                                                |          |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |        |   |  |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                 |  |                                                                                                                |          |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |        |   |  |   |          |  
|Proceeds from sale of property, plant and equipment  |  |                                                                                                                |         |   |                        |   |  |      |  |   | 16,991          |   |  |                | 1      |   |              |   | 22     |              |  |   | (430   | ) |  |   | 16,584   |  
|Purchases of property, plant and equipment           |  |                                                                                                                |         |   |                        |   |  |      |  |   | (51,373         | ) |  |                | (1,387 | ) |              |   | (411   | )            |  |   | 430    |   |  |   | (52,741  | )
|Investment in subsidiary                             |  |                                                                                                                |         |   |                        |   |  |      |  |   | (3,000          | ) |  |                |       |   |              |   |       |              |  |   | 3,000  |   |  |   |         |  
|Increase in restricted cash                          |  |                                                                                                                | (11,540  | ) |                        |   |  |      |  |   |                |   |  |                |       |   |              |   |       |              |  |   |       |   |  |   | (11,540  | )
|Increase in cash in escrow                           |  |                                                                                                                |         |   |                        |   |  |      |  |   | (420            | ) |  |                |       |   |              |   |       |              |  |   |       |   |  |   | (420     | )
|                                                     |  |                                                                                                                |          |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |        |   |  |   |          |  
|Net cash used in investing activities                |  |                                                                                                                | (11,540  | ) |                        |   |  |      |  |   | (37,802         | ) |  |                | (1,386 | ) |              |   | (389   | )            |  |   | 3,000  |   |  |   | (48,117  | )
|                                                     |  |                                                                                                                |          |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |        |   |  |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                 |  |                                                                                                                |          |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |        |   |  |   |          |  
|Net borrowings under revolving credit facilities     |  |                                                                                                                | (28,000  | ) |                        |   |  |      |  |   | 9,700           |   |  |                |       |   |              |   |       |              |  |   |       |   |  |   | (18,300  | )
|Borrowings under the 10.5% Senior Secured Notes      |  |                                                                                                                | 293,784  |   |                        |   |  |      |  |   |                |   |  |                |       |   |              |   |       |              |  |   |       |   |  |   | 293,784  |  
|Repayments of term notes                             |  |                                                                                                                | (361,954 | ) |                        |   |  |      |  |   |                |   |  |                |       |   |              |   | (907   | )            |  |   |       |   |  |   | (362,861 | )
|Repayments of other debt                             |  |                                                                                                                |         |   |                        |   |  |      |  |   |                |   |  |                | (275   | ) |              |   |       |              |  |   |       |   |  |   | (275     | )
|Collection on (repayment of) intercompany debt       |  |                                                                                                                | 96,111   |   |                        |   |  |      |  |   | (97,136         | ) |  |                | 1,025  |   |              |   |       |              |  |   |       |   |  |   |         |  
|Capital contribution from parent                     |  |                                                                                                                |         |   |                        |   |  |      |  |   |                |   |  |                | 3,000  |   |              |   |       |              |  |   | (3,000 | ) |  |   |         |  
|Debt issuance costs                                  |  |                                                                                                                | (9,529   | ) |                        |   |  |      |  |   | (8,289          | ) |  |                |       |   |              |   |       |              |  |   |       |   |  |   | (17,818  | )
|                                                     |  |                                                                                                                |          |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |        |   |  |   |          |  
|Net cash (used in) provided by financing activities  |  |                                                                                                                | (9,588   | ) |                        |   |  |      |  |   | (95,725         | ) |  |                | 3,750  |   |              |   | (907   | )            |  |   | (3,000 | ) |  |   | (105,470 | )
|                                                     |  |                                                                                                                |          |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |        |   |  |   |          |  
|Effect of exchange rate changes on cash              |  |                                                                                                                |         |   |                        |   |  |      |  |   |                |   |  |                | 42     |   |              |   | 860    |              |  |   |       |   |  |   | 902      |  
|                                                     |  |                                                                                                                |          |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |        |   |  |   |          |  
|Net (decrease) increase in cash and cash equivalents |  |                                                                                                                | (40,309  | ) |                        |   |  |      |  |   | (2              | ) |  |                | 3,921  |   |              |   | 2,482  |              |  |   |       |   |  |   | (33,908  | )
|Cash and cash equivalents, beginning of period       |  |                                                                                                                | 40,309   |   |                        |   |  |      |  |   | 8               |   |  |                | 1,019  |   |              |   | 16,168 |              |  |   |       |   |  |   | 57,504   |  
|                                                     |  |                                                                                                                |          |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |        |   |  |   |          |  
|Cash and cash equivalents, end of period             |  | $                                                                                                              |         |   |                        | $ |  |      |  | $ | 6               |   |  | $              | 4,940  |   |              | $ | 18,650 |              |  | $ |       |   |  | $ | 23,596   |  
|                                                     |  |                                                                                                                |          |   |                        |   |   |      |  |   |                 |   |  |                |        |   |              |   |        |              |  |   |        |   |  |   |          |  



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

You should read the following discussion in conjunction with the consolidated financial statements and related notes appearing
elsewhere in this report, as well as the consolidated financial statements and related notes, and managements discussion and analysis of financial condition and results of operations included in our 2009 Annual Report on Form 10-K.

Overview

Background

We are a leading producer and marketer of single-use products used to serve food and beverages in the home, quick-service restaurants and other foodservice settings. We distribute our products
globally and have served our industry for nearly 75 years. We manufacture and supply a broad portfolio of single-use products, including cups, lids, take-out and other food containers, plates, bowls, portion cups, cutlery and straws, with products
available in plastic, paper, foam, post-consumer recycled content and annually renewable materials. We are recognized for our customer service, and our products are known for their quality, reliability and consistency. Our products are marketed
primarily under the Solo® brand, as well as Jack Frost®, Trophy®, BareTMby Solo and Creative Carryouts®. We are one of the leading suppliers of branded single-use cups, plates and bowls in the United States. We also
provide a line of products to select customers under private label brands. We operate manufacturing facilities and distribution centers in North America, the United Kingdom and Panama.

Strategic initiatives

We have undertaken various strategic initiatives designed to grow our business and improve our profitability. A number of these initiatives had a significant effect on our results of operations for the
thirteen and thirty-nine weeks ended September 26, 2010.

Acquisition of InnoWare Plastic. On
March 31, 2010, we acquired a manufacturer of a comprehensive line of plastic take-out containers. The new product line, which we market under our Creative Carryouts brand, further broadens our product offering. Operating results of the
acquired business are included in our results from March 31, 2010.

In the thirteen and thirty-nine weeks ended
September 26, 2010, the Creative Carryouts line contributed to our increased net sales over the comparable prior-year period. The acquisition also resulted in an increase in our selling, general and administrative expenses due primarily to
costs to close the acquired administrative office in Alpharetta, Georgia, and severance costs related to the consolidation of selling, general and administrative functions, which we completed during the third quarter of 2010.

Optimization of manufacturing footprint. We believe that our capital expenditures over the past two years have increased
our efficiency and provided the opportunity to be more productive within a smaller manufacturing footprint. Accordingly, on May 6, 2010, our Board of Directors committed to a plan to close our manufacturing facilities in Owings Mills, Maryland;
North Andover, Massachusetts; and Springfield, Missouri. We currently expect to complete these closures by the end of our 2011 fiscal year. Over the life of the plan, we expect to incur costs in the range of $100 to $120 million. Of these costs,
approximately $20 to $25 million are expected to be cash expenditures, including anticipated severance payments of approximately $5 to $7 million and equipment relocation and related costs of approximately $15 to $18 million. The other costs
expected to be incurred over the life of the plan include a charge of approximately $4 to $6 million attributable to lease payments to be made in periods after the related closure, asset impairment charges of approximately $16 to $19 million, and
accelerated depreciation of approximately $60 to $70 million for certain property, plant and equipment that will no longer be used after the facilities are closed.

During the thirteen weeks ended September 26, 2010, we accrued approximately $1 million of severance expense ($7 million for the thirty-nine weeks ended September 26, 2010), incurred
approximately $1 million of equipment relocation and related costs and recorded approximately $18 million of accelerated depreciation ($29 million for the thirty-nine weeks ended September 26, 2010), which are all reflected in cost of goods
sold.

On July 30, 2010, we agreed to sell our Springfield, Missouri manufacturing facility for approximately $7.9
million and to lease back the property for a period of up to one year from the closing date. The closing, which is expected to occur during the fourth quarter of 2010, is subject to satisfactory completion of due diligence by the purchaser and other
customary conditions. During the thirteen weeks ended September 26, 2010, we recorded $3.4 million of asset impairment to adjust the carrying value of the property to fair value less costs to sell. In addition, during the thirteen weeks ended
June 27, 2010, we had recognized approximately $13 million of asset impairment related to equipment that we no longer expect to utilize in our operations.



20



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Pricing.
As a result of the economic and industry conditions described below, our average realized sales price increased only slightly in the thirteen weeks ended September 26, 2010 and decreased slightly in the thirty-nine weeks ended
September 26, 2010, in each case compared to the prior-year period. The competitive pricing, together with increasing raw material costs contributed to the decline in gross profit from the comparable prior-year periods.

De-emphasis of commodity products. In the thirty-nine weeks ended September 26, 2010, we continued to de-emphasize
specified product categories, such as straws and stirrers, that are high-volume commodity products with a lower average realized sales price. This ongoing de-emphasis negatively affected sales volume, while partially offsetting the decline in
average realized sales price described above.

Economic and industry conditions

Our results of operations for the thirteen and thirty-nine weeks ended September 26, 2010 also were affected by economic and industry
conditions. The economic downturn has reduced the discretionary income of consumers and negatively affected demand over the last two years for single-use products used to serve food and beverages. At the same time, available capacity in our industry
has increased. These factors have resulted in increased competition and only slight changes in average realized sales prices. Concurrently, the cost of raw materials, particularly crude oil-based resins, utilized to manufacture plastic products, and
paperboard has risen. Static pricing, due primarily to lower overall demand, and higher raw material costs combined to negatively affect gross profit in the thirteen and thirty-nine weeks ended September 26, 2010.

Thirteen weeks ended September 26, 2010 compared to the thirteen weeks ended September 27, 2009



|                                             |  |                              |       |   |                         |   |       |   |  |   |       |   |  |  |       |  
|-------------------------------------------- |  | ---------------------------- | ----- | - | ----------------------- | - | ----- | - |  | - | ----- | - |  |  | ----- | -
|                                             |  | For the thirteen weeks ended |       |   | Favorable (Unfavorable) |  
|(In millions)                                |  | September 26, 2010           |       |   | September 27, 2009      |   |       | $ |  |   | %     |  
|Net sales                                    |  | $                            | 409.6 |   |                         | $ | 370.1 |   |  | $ | 39.5  |   |  |  | 10.7  |  
|Cost of goods sold                           |  |                              | 382.2 |   |                         |   | 316.3 |   |  |   | (65.9 | ) |  |  | (20.8 | )
|                                             |  |                              |       |   |                         |   |       |   |  |   |       |   |  |  |       |  
|Gross profit                                 |  |                              | 27.4  |   |                         |   | 53.8  |   |  |   | (26.4 | ) |  |  | (49.1 | )
|Selling, general and administrative expenses |  |                              | 36.5  |   |                         |   | 38.6  |   |  |   | 2.1   |   |  |  | 5.4   |  
|Impairment of goodwil                        |  |                              |      |   |                         |   | 17.2  |   |  |   | 17.2  |   |  |  | *     |  
|Loss on asset disposals                      |  |                              | 0.7   |   |                         |   | 5.0   |   |  |   | 4.3   |   |  |  | 86.0  |  
|Asset impairment                             |  |                              | 3.4   |   |                         |   |      |   |  |   | (3.4  | ) |  |  | *     |  
|                                             |  |                              |       |   |                         |   |       |   |  |   |       |   |  |  |       |  
|Operating loss                               |  |                              | (13.2 | ) |                         |   | (7.0  | ) |  |   | (6.2  | ) |  |  | (88.6 | )
|Interest expense, net                        |  |                              | 18.3  |   |                         |   | 17.5  |   |  |   | (0.8  | ) |  |  | (4.6  | )
|Loss on debt extinguishment                  |  |                              |      |   |                         |   | 2.5   |   |  |   | 2.5   |   |  |  | *     |  
|Foreign currency exchange (gain) loss, net   |  |                              | (0.8  | ) |                         |   | 0.1   |   |  |   | 0.9   |   |  |  | *     |  
|                                             |  |                              |       |   |                         |   |       |   |  |   |       |   |  |  |       |  
|Loss before income taxes                     |  |                              | (30.7 | ) |                         |   | (27.1 | ) |  |   | (3.6  | ) |  |  | (13.3 | )
|Income tax provision                         |  |                              |      |   |                         |   | 0.8   |   |  |   | 0.8   |   |  |  | *     |  
|                                             |  |                              |       |   |                         |   |       |   |  |   |       |   |  |  |       |  
|Net loss                                     |  | $                            | (30.7 | ) |                         | $ | (27.9 | ) |  | $ | (2.8  | ) |  |  | (10.0 | )
|                                             |  |                              |       |   |                         |   |       |   |  |   |       |   |  |  |       |  



|* | Not meaningful
|- | --------------

Net sales
increased by $39.5 million, or 10.7%, for the thirteen weeks ended September 26, 2010 compared to the prior-year period. The increase in net sales resulted from a 9.5% increase in sales volume and a 1.2% increase in average realized sales
price.

Approximately two-thirds of the increase in sales volume resulted from growth in our historical product portfolio and
an increase in new product offerings (other than the Creative Carryouts line) despite continuing difficult economic conditions that resulted in lower industry demand. The remaining increase in sales volume reflects incremental sales attributable to
the Creative Carryouts line. The slight increase in average realized sales price in the third quarter of 2010 reflects a favorable shift in product mix, partially driven by our de-emphasis of high-volume commodity products, partially offset by lower
overall pricing driven primarily by the continuing competitive conditions in the marketplace.



21



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Thirteen weeks ended
September 26, 2010 compared to the thirteen weeks ended September 27, 2009 (continued)

For the thirteen
weeks ended September 26, 2010, gross profit decreased by $26.4 million compared to the prior-year period. The decrease in gross profit resulted from a decrease of approximately $15 million in the difference between sales prices and raw
material costs for our U.S. operations in the third quarter of 2010 compared to the third quarter of 2009 due to an increase in raw material costs, partially offset by a slightly higher average realized sales price. In addition, the decrease in
gross profit reflects the impact of lower production volumes during the current quarter of approximately $5 million.

The
gross profit decline also is explained by an increase of $18 million in plant consolidation costs compared to the prior-year period. The current quarter includes accelerated depreciation of approximately $18 million, severance expense of
approximately $1 million, a pension plan curtailment loss of approximately $1 million and costs to transfer equipment from closing manufacturing facilities of approximately $1 million. The prior-year quarter included $3 million of expenses
related to plant consolidation, consisting of costs to transfer equipment from closed manufacturing facilities.

The decline
in gross profit was partially mitigated by higher U.S. sales volume, which contributed $6 million to gross profit and a favorable shift in product mix, which contributed $5 million.

As a percentage of net sales, gross profit was 6.6% in the third quarter of 2010 versus 14.5% in the third quarter of 2009. The decline
was mostly attributable to the increase in consolidation costs related to the plant closures announced during the second quarter of 2010 and the decrease in the difference between sales prices and raw material costs for our U.S. operations.

Selling, general and administrative expenses decreased by $2.1 million for the thirteen weeks ended September 26, 2010
compared to the thirteen weeks ended September 27, 2009. The decrease was primarily driven by lower advertising and related costs and, to a lesser extent, lower incentive-based compensation compared to the prior-year period. As a percentage of
net sales, selling, general and administrative expenses decreased to 8.9% in the third quarter of 2010 from 10.4% in the third quarter of 2009.

We performed an interim goodwill impairment analysis of our Europe reporting unit as of September 27, 2009 and concluded that the goodwill was fully impaired. As a result, we recorded a goodwill
impairment charge of approximately $17.2 million during the thirteen weeks ended September 27, 2009. After this charge, there was no remaining goodwill on our consolidated balance sheet.

Loss on asset disposals for the thirteen weeks ended September 26, 2010 was $0.7 million compared to $5.0 million for the thirteen
weeks ended September 27, 2009. The loss during the prior-year period includes the correction of an error through the recording of the retirement of approximately $4.8 million of equipment that should have been recorded in prior periods. We
determined this adjustment was immaterial to our then current- and prior-period consolidated financial statements.

For the
thirteen weeks ended September 26, 2010, net interest expense increased by $0.8 million compared to the prior-year period. Higher interest expense was primarily due to an increase in outstanding borrowings compared to the prior-year period.

The loss on debt extinguishment of $2.5 million for the thirteen weeks ended September 27, 2009 represents the write-off
of the unamortized deferred financing fees related to our first lien credit facility that we extinguished in July 2009.

During the thirteen weeks ended September 26, 2010, the minimal domestic income tax benefit was mostly offset by minimal income tax
expense from foreign jurisdictions. In the United States, we are in a net operating loss carryforward position and our deferred income tax assets are subject to a full valuation allowance; therefore, any loss before income taxes does not
generate a corresponding income tax benefit. During the thirteen weeks ended September 27, 2009, the income tax provision of $0.8 million consisted of a minimal domestic and foreign income tax provision.



22



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##### Table of Contents



Thirty-nine weeks ended
September 26, 2010 compared to the thirty-nine weeks ended September 27, 2009



|                                                                            |  |                                 |         |   |                         |   |         |   |  |   |        |   |  |  |       |  
|--------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ----------------------- | - | ------- | - |  | - | ------ | - |  |  | ----- | -
|                                                                            |  | For the thirty-nine weeks ended |         |   | Favorable (Unfavorable) |  
|(In millions)                                                               |  | September 26, 2010              |         |   | September 27, 2009      |   |         | $ |  |   | %      |  
|Net sales                                                                   |  | $                               | 1,173.7 |   |                         | $ | 1,115.5 |   |  | $ | 58.2   |   |  |  | 5.2   |  
|Cost of goods sold                                                          |  |                                 | 1,075.4 |   |                         |   | 960.0   |   |  |   | (115.4 | ) |  |  | (12.0 | )
|                                                                            |  |                                 |         |   |                         |   |         |   |  |   |        |   |  |  |       |  
|Gross profit                                                                |  |                                 | 98.3    |   |                         |   | 155.5   |   |  |   | (57.2  | ) |  |  | (36.8 | )
|Selling, general and administrative expenses                                |  |                                 | 112.1   |   |                         |   | 112.7   |   |  |   | 0.6    |   |  |  | 0.5   |  
|Impairment of goodwill                                                      |  |                                 |        |   |                         |   | 17.2    |   |  |   | 17.2   |   |  |  | *     |  
|Loss on asset disposals                                                     |  |                                 | 2.6     |   |                         |   | 7.4     |   |  |   | 4.8    |   |  |  | 64.9  |  
|Asset impairment                                                            |  |                                 | 16.7    |   |                         |   |        |   |  |   | (16.7  | ) |  |  | *     |  
|                                                                            |  |                                 |         |   |                         |   |         |   |  |   |        |   |  |  |       |  
|Operating (loss) income                                                     |  |                                 | (33.1   | ) |                         |   | 18.2    |   |  |   | (51.3  | ) |  |  | *     |  
|Interest expense, net                                                       |  |                                 | 52.8    |   |                         |   | 45.4    |   |  |   | (7.4   | ) |  |  | (16.3 | )
|Reclassification of unrealized loss on cash flow hedges to interest expense |  |                                 |        |   |                         |   | 9.1     |   |  |   | 9.1    |   |  |  | *     |  
|Loss on debt extinguishment                                                 |  |                                 |        |   |                         |   | 2.5     |   |  |   | 2.5    |   |  |  | *     |  
|Foreign currency exchange loss (gain), net                                  |  |                                 | 0.6     |   |                         |   | (2.3    | ) |  |   | (2.9   | ) |  |  | *     |  
|Gain from bargain purchase                                                  |  |                                 | (1.7    | ) |                         |   |        |   |  |   | 1.7    |   |  |  | *     |  
|                                                                            |  |                                 |         |   |                         |   |         |   |  |   |        |   |  |  |       |  
|Loss before income taxes                                                    |  |                                 | (84.8   | ) |                         |   | (36.5   | ) |  |   | (48.3  | ) |  |  | *     |  
|Income tax provision (benefit)                                              |  |                                 | 2.2     |   |                         |   | (5.4    | ) |  |   | (7.6   | ) |  |  | *     |  
|                                                                            |  |                                 |         |   |                         |   |         |   |  |   |        |   |  |  |       |  
|Net loss                                                                    |  | $                               | (87.0   | ) |                         | $ | (31.1   | ) |  | $ | (55.9  | ) |  |  | *     |  
|                                                                            |  |                                 |         |   |                         |   |         |   |  |   |        |   |  |  |       |  



|* | Not meaningful
|- | --------------

Net sales
increased by $58.2 million, or 5.2%, for the thirty-nine weeks ended September 26, 2010 compared to the prior-year period. The increase in net sales reflects a 6.1% increase in sales volume and a 1.1% increase from the impact of changes in
foreign currency exchange rates compared to the prior-year period, partially offset by a 2.0% decrease in average realized sales price.

Approximately two-thirds of the increase in sales volume resulted from growth in our historical product portfolio and an increase in new product offerings (other than the Creative Carryouts line) despite
continuing difficult economic conditions that resulted in lower industry demand. The remaining increase in sales volume reflects incremental sales attributable to the Creative Carryouts line. The decrease in average realized sales price for the
first nine months of 2010 reflects lower overall pricing driven primarily by the continuing competitive conditions in the marketplace.

For the thirty-nine weeks ended September 26, 2010, gross profit decreased by $57.2 million compared to the prior-year period. The decrease in gross profit resulted primarily from a decrease of
approximately $69 million in the difference between sales prices and raw material costs for our U.S. operations in 2010 compared to 2009 due to both an increase in raw material costs and a decline in average realized sales price. The gross profit
decline also reflects an increase of $27 million in plant consolidation costs compared to the prior-year period. The current-year period includes accelerated depreciation of approximately $29 million, severance expense of approximately $7 million, a
pension plan curtailment loss of approximately $1 million and costs to transfer equipment from closing manufacturing facilities of approximately $1 million. The prior-year period included $11 million related to plant consolidation, consisting of
costs to transfer equipment from closed manufacturing facilities and ramp-down costs.

The decrease in gross profit was
partially mitigated by (1) an approximately $19 million benefit from lower operating costs for our U.S. operations, driven by greater overhead absorption from higher production in the current period and a more consolidated manufacturing
footprint, (2) an $8 million benefit due to higher sales volumes in the United States, (3) a $5 million benefit from a favorable shift in product mix and (4) a $7 million gross profit contribution from our international subsidiaries.

As a percentage of net sales, gross profit was 8.4% in the thirty-nine weeks ended September 26, 2010 versus 13.9% in
the thirty-nine weeks ended September 27, 2009. The decline was primarily driven by the decrease in the difference between sales prices and raw material costs for our U.S. operations and, to a lesser extent, the increase in consolidation costs
incurred in 2010 related to the plant closures announced in the second quarter of 2010.



23



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##### Table of Contents



Thirty-nine weeks ended
September 26, 2010 compared to the thirty-nine weeks ended September 27, 2009 (continued)

Selling, general
and administrative expenses were essentially flat for the thirty-nine weeks ended September 26, 2010 compared to the thirty-nine weeks ended September 27, 2009. Lower expenses for advertising and trade fund spending, and lower
incentive-based compensation expense, were offset by increased expenses related to our acquisition of the Creative Carryouts line, including severance related to the consolidation of selling, general and administrative functions, which we completed
during the third quarter. In addition, we increased employee-related costs to normalized levels when compared to those incurred in the first nine months of 2009, when we reduced such costs in response to the uncertain global economy. As a percentage
of net sales, selling, general and administrative expenses decreased to 9.6% in the thirty-nine weeks ended September 26, 2010 from 10.1% in the thirty-nine weeks ended September 27, 2009.

The reclassification of unrealized losses on cash flow hedges to interest expense of $9.1 million in the thirty-nine weeks ended
September 27, 2009 resulted from the refinancing that we completed in July 2009. We are a party to three interest rate swap agreements that originally qualified and were accounted for as cash flow hedges of the variable-rate interest
payments under our former first lien credit facility. In June 2009, when the hedged forecasted payments of variable-rate interest on borrowings under the first lien term loan were no longer probable of occurring due to the impending July 2009
refinancing transactions, we discontinued hedge accounting prospectively and reclassified the cumulative mark-to-market loss of $9.1 million associated with these swaps from accumulated other comprehensive loss to interest expense.

We recognized a bargain purchase gain of approximately $1.7 million on the acquisition of the Creative Carryouts line during the
thirty-nine weeks ended September 26, 2010, which gain represents the excess of the fair value of the assets acquired, net of liabilities assumed, over the acquisition consideration of $24 million.

For the thirty-nine weeks ended September 26, 2010, net interest expense increased by $7.4 million compared to the prior-year
period. Higher interest expense was primarily due to higher average interest rates attributable to debt incurred as part of our July 2009 refinancing and, to a lesser extent, an increase in outstanding borrowings compared to the prior-year period.

During the thirty-nine weeks ended September 26, 2010, the income tax provision of $2.2 million primarily reflects
income tax expense from our foreign jurisdictions with a minimal offsetting domestic income tax benefit. In the United States, we are in a net operating loss carryforward position and our deferred income tax assets are subject to a full valuation
allowance; therefore, any loss before income taxes does not generate a corresponding income tax benefit. The income tax benefit of $5.4 million for the thirty-nine weeks ended September 27, 2009 included a $5.1 million adjustment made during
the thirteen weeks ended March 29, 2009 to correct an error in our previously reported deferred tax liabilities. Excluding the $5.1 million adjustment, the remaining income tax benefit of approximately $0.3 million primarily relates to losses
for our European operations.

Liquidity and Capital Resources

Historically, we have relied on cash flows from operations and borrowings under our revolving credit facilities to finance our working capital requirements and capital expenditures. Net cash used in
operating activities during the thirty-nine weeks ended September 26, 2010 was $29.5 million compared to net cash provided by operating activities of $118.8 million during the thirty-nine weeks ended September 27, 2009. The change in cash
flows was primarily a result of lower operating results and a planned build of finished goods inventories in the first half of 2010 to ensure customer service levels were maintained. Resulting from continuous improvements in inventory management, we
reduced inventory levels during the third quarter of 2010. An increase in the cost of plastic resins and paper, our primary raw materials, also increased our inventory balance and negatively affected cash flows in 2010. Conversely, we reduced
inventory levels in 2009, primarily during the first half of the year in anticipation of a significant decrease in demand in our industry as a result of the global economic recession.



24



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##### Table of Contents



Working capital
increased by $51.9 million to $302.8 million as of September 26, 2010, from $250.9 million as of December 27, 2009. The increase mostly reflects the inventory build during the first half of 2010, as described above, and incremental working
capital received in the March 31, 2010 acquisition.

Net cash used in investing activities during the thirty-nine weeks
ended September 26, 2010 was $54.2 million compared to $48.1 million during the thirty-nine weeks ended September 27, 2009. During the thirty-nine weeks ended September 26, 2010, our capital expenditures, including the cost of the
acquisition of the Creative Carryouts business, were $61.3 million compared to $52.7 million during the thirty-nine weeks ended September 27, 2009. We funded our 2010 capital expenditures, including the acquisition, with borrowings under
our asset-based revolving credit facility.

Net cash provided by financing activities during the thirty-nine weeks ended
September 26, 2010 was $77.7 million compared to net cash used in financing activities of $105.5 million during the thirty-nine weeks ended September 27, 2009. The net cash inflows in 2010 consisted primarily of increased borrowings under
our asset-based revolving credit facility to fund our capital expenditures and support the build of finished goods inventories during the period. The net cash outflows in the first nine months of 2009 primarily represented the prepayment of $105.0
million of principal on the term loan under our first lien credit facility and was funded by cash flows generated from operations.

The following is a summary of our long-term debt and our committed revolving credit facilities as of September 26, 2010 (in thousands):



|                                           |  |                    |         |  
|------------------------------------------ |  | ------------------ | ------- | -
|                                           |  | September 26, 2010 |        
|Long-term debt:                            |  |                    |         |  
|10.5% Senior Secured Notes due 2013        |  | $                  | 300,000 |  
|Unamortized discount                       |  |                    | (4,788  | )
|                                           |  |                    |         |  
|10.5% Senior Secured Notes due 2013, net   |  |                    | 295,212 |  
|8.5% Senior Subordinated Notes due 2014    |  |                    | 325,000 |  
|Asset-based Revolving Credit Facility      |  |                    | 94,000  |  
|Capital lease obligations                  |  |                    | 4,619   |  
|                                           |  |                    |         |  
|Total long-term debt                       |  |                    | 718,831 |  
|Less: Current maturities of long-term debt |  |                    | 536     |  
|                                           |  |                    |         |  
|Long-term debt, net of current maturities  |  | $                  | 718,295 |  
|                                           |  |                    |         |  



|                                                 |  |                  |         |  |                    |   |        |                       |  |   |                   |  |  |   |        | 
|------------------------------------------------ |  | ---------------- | ------- |  | ------------------ | - | ------ | --------------------- |  | - | ----------------- |  |  | - | ------ | 
|                                                 |  | CommitmentAmount |         |  | AmountsOutstanding |   |        | Letters ofCredit 
(1) |  |   | AvailableCapacity | 
|Asset-based revolving credit facility(2)         |  | $                | 200,000 |  |                    | $ | 94,000 |                       |  | $ | 11,346            |  |  | $ | 74,806 | 
|Canadian credit facility (revolving facility)(3) |  |                  | 16,074  |  |                    |   |       |                       |  |   |                  |  |  |   | 13,243 | 
|                                                 |  |                  |         |  |                    |   |        |                       |  |   |                   |  |  |   |        | 
|                                                 |  | $                | 216,074 |  |                    | $ | 94,000 |                       |  | $ | 11,346            |  |  | $ | 88,049 | 
|                                                 |  |                  |         |  |                    |   |        |                       |  |   |                   |  |  |   |        | 



|(1) | Availability under the credit facilities is reduced by letters of credit issued under the facilities.
|--- | -----------------------------------------------------------------------------------------------------

|(2) | The commitment amount for the asset-based revolving credit facility is $200.0 million; however, available capacity was $74.8 million due to the borrowing base limit of
$180.1 million in effect at September 26, 2010.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The commitment amount for the Canadian revolving credit facility is CAD 16.5 million (approximately $16.1 million); however, available capacity was CAD 13.6
million (approximately $13.2 million) due to the borrowing base limit in effect at September 26, 2010.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25



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##### Table of Contents



Government
Obligations

We are subject to agreements with the City of Chicago and the State of Illinois relating to our 2001
acquisition of an undeveloped parcel of land in Chicago, Illinois. Pursuant to these agreements, the City of Chicago paid a portion of the 2001 purchase price on our behalf in the form of cash and the issuance of a note. The State of Illinois also
provided a grant to us. Under these agreements, we are required to fulfill certain obligations relating to development of the property and retention of a certain number of employees. Our intention is no longer to develop the property, but rather to
sell the property. We expect that these obligations will either transfer to a new owner or be repaid from the proceeds of a sale. The obligations total approximately $16.2 million, of which approximately $3.0 million bears interest, and are included
in other current liabilities in the accompanying consolidated balance sheets.

Contractual Obligations

During the thirty-nine weeks ended September 26, 2010, there were no material changes outside the normal course of
business in the contractual obligations disclosed under the caption Contractual Obligations in Item 7 of our 2009 Annual Report on Form 10-K.

Outlook

We currently expect that our total 2010 capital expenditures will
be in the range of $65 to $70 million, including the $24 million of capital invested in the March 31, 2010 Creative Carryouts acquisition. We expect that our total contributions to defined benefit plans in 2010 will be approximately $8
million, of which $5 million was contributed during the first three quarters of 2010. We believe that cash on hand, cash generated by operations and amounts available under our credit facilities should be sufficient to meet our expected operating
needs, planned capital expenditures, payments in conjunction with our lease commitments and debt service requirements for the foreseeable future.

Net Operating Loss Carryforwards

As of September 26, 2010, we had
approximately $324.1 million of U.S. federal tax net operating loss carryforwards that expire between 2018 and 2030, of which $15.6 million were subject to the provisions of Internal Revenue Code Section 382. We establish a valuation allowance
for deferred tax assets, including our net operating loss carryforwards, when the amount of expected future taxable income is not likely to support the use of the deduction or credit. During the thirty-nine weeks ended September 26, 2010, our
valuation allowance on all tax attributes increased by $31.1 million to $145.3 million primarily related to activity from our U.S. operations. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible.

Critical Accounting Estimates

Our critical accounting estimates are described in our 2009 Annual Report on Form 10-K filed with the Securities and Exchange Commission
on March 25, 2010. There have been no changes to the critical accounting estimates since that filing.



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##### Table of Contents



Forward-Looking Statements

This report on Form 10-Q contains forward-looking statements. The words anticipate, intend,
plan, estimate, believe, expect, predict, potential, project, could, will, should, may, would and similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All statements in this report other than statements of historical fact, including statements regarding our
business strategy, future operations, financial position, prospects, plans and objectives, as well as information concerning industry trends and any expected action or inaction of third parties, are forward-looking statements. All forward-looking
statements speak only as of the date on which they are made. Such statements reflect our current assumptions concerning future events and are subject to a number of risks and uncertainties, many of which are outside our control and could cause
actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to:



| |  |  | the impact of the continuing global recession and restricted credit markets on our cash flow and debt service requirements;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of our significant current and future debt level on the availability of cash flows for operations, our financial health and our ability to
service debt;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of covenant restrictions under our debt agreements on our ability to operate our business;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | the impact of economic, financial, industry conditions and our continued realization of cost savings on our ability to drive capital growth to service
our debt;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to implement successfully our manufacturing footprint optimization plan and other measures designed to improve our cost structure;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of any downgrades in our corporate ratings on the credit terms offered to us by our vendors and the interest rates offered to us if we
require additional capital or financing;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the availability of and increases in raw material pricing, energy and fuel;
| | - |  | ---------------------------------------------------------------------------



| |  |  | the impact of competitive products and pricing and fluctuations in demand for our products;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | effect of increased regulation of certain raw materials used in our products and changing federal, state, foreign and local environmental and
occupational health and safety laws and regulations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of any significant deficiencies or material weaknesses in our internal controls over financial reporting;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | the risks associated with conducting business in multiple foreign jurisdictions, including foreign currency exchange rate fluctuations;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to improve existing products and develop new products;
| | - |  | ------------------------------------------------------------------



| |  |  | a catastrophic loss of one of our key manufacturing facilities;
| | - |  | ---------------------------------------------------------------



| |  |  | the potential conflicts of interest between our noteholders and the stockholders of Solo Cup Investment Corporation;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | the loss of one or more of our principal customers;
| | - |  | ---------------------------------------------------



| |  |  | our ability to successfully integrate the plastic take-out container business that we acquired on March 31, 2010 into our operations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the diversion of management attention from other business activities in connection with additional acquisitions or divestitures in the future, and the
assumption of undisclosed liabilities in connection with completed and any future acquisitions;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to enforce our intellectual property and other proprietary rights; and
| | - |  | ----------------------------------------------------------------------------------



| |  |  | the impact that financial market conditions have on our requirements to fund our pension plans.
| | - |  | -----------------------------------------------------------------------------------------------

For a more detailed description of risks and uncertainties, see the Risk Factors included in Item 1A of our 2009 Annual
Report on Form 10-K. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, we do not undertake any obligation to publicly update or revise
any forward-looking statement, whether as a result of new information, future events or otherwise, to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.



27



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##### Table of Contents



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk.
|------- | -----------------------------------------------------------

In the ordinary course of business, we are exposed to market risk-sensitive instruments that consist primarily of our variable interest rate debt. On July 2, 2009, we extinguished our first lien
credit facility with the net proceeds from the issuance of $300.0 million of our 10.5% senior secured notes and initial borrowings of $28.3 million under a new asset-based revolving credit facility.

Interest accrues on outstanding borrowings under the asset-based revolving credit facility at a rate of either LIBOR (as defined in the
asset-based revolving credit facility) plus a margin of 4% per annum, or a specified base rate plus a margin of 3% per annum, at our option. These interest rate margins are subject to adjustment after July 2, 2010 based on borrowing
base availability. No adjustments to these interest rate margins have been required to date.

As of September 26, 2010,
the asset-based revolving credit facility had an outstanding balance of $94.0 million and carried an effective interest rate of 4.555%. As of September 26, 2010, $74.8 million was available under the asset-based revolving credit facility, after
taking into account borrowing base limitations.

We have a Canadian credit facility that includes revolving and term loan
facilities, which bear interest at the Canadian prime rate plus 0.25% or the Canadian bankers acceptance rate plus 1.50%, at our option. As of September 26, 2010, there were no outstanding borrowings under the Canadian revolving or term
loan, and CAD 13.6 million (approximately $13.2 million) was available under the revolving credit facility, after taking into account borrowing base limitations.

We enter into derivative instruments as part of our risk management strategy. As of September 26, 2010, we had three forward-starting receive-variable, pay-fixed interest rate swap agreements with a
total notional amount of $150.0 million that we entered into in August 2007 to hedge a portion of our exposure to interest rate risk related to our variable interest rate borrowings under our first lien credit facility. The variable rate of interest
received is three-month LIBOR. The fixed rate of interest paid is 5.3765%. The swap agreements are effective from August 28, 2007 through February 28, 2011. Prior to the refinancing transactions, the interest rate swaps were designated and
qualified as highly-effective cash flow hedges. When these interest rate swaps were designated as cash flow hedges, the mark-to-market changes on the swaps were reported as a component of accumulated other comprehensive loss. As a result of the
refinancing, the hedged forecasted payments of variable-rate interest on the first lien credit facility borrowings were no longer probable of occurring. Accordingly, we discontinued hedge accounting prospectively and reclassified the cumulative
mark-to-market loss of $9.1 million associated with the swaps from accumulated other comprehensive loss to interest expense in June 2009. We are exposed to future variations in the fair value of the swaps as three-month LIBOR fluctuates.

Based upon the information above, our annual pre-tax income would increase by approximately $0.6 million for each one-percentage point
increase in the interest rates applicable to our variable rate debt and interest rate swap agreements. At the end of September 2010, three-month LIBOR was less than one percent; therefore, the maximum decrease in our annual pre-tax income based on a
decrease in interest rates applicable to our variable rate debt and interest rate swap agreements to zero would be approximately $0.1 million. The level of our exposure to interest rate movements may fluctuate significantly as a result of changes in
the amount of debt outstanding under our credit facilities.



|Item 4. | Controls and Procedures.
|------- | ------------------------



|(a) | Disclosure Controls and Procedures. The Companys management, with the participation of the Companys chief executive officer and chief financial officer,
evaluated the effectiveness of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by
this report. Based upon that evaluation, the Companys chief executive officer and chief financial officer concluded that, as of the end of such period, the Companys disclosure controls and procedures were effective.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Changes in Internal Control over Financial Reporting. There have been no changes in the Companys internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the thirteen weeks ended September 26, 2010, that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial
reporting.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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PART IIOTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

We
are involved in various claims and legal actions arising from time to time in the ordinary course of business. We establish reserves for claims and actions when it is probable that we will incur a loss and such loss is capable of being estimated.
While we cannot predict the outcome of these claims and actions with certainty, we believe that based on our current assessment of the facts and circumstances we are not a party to any pending legal proceeding, the ultimate disposition of which
would have a material adverse effect on our business, financial position, results of operations or cash flows.



|Item 1A. | Risk Factors.
|-------- | -------------

We do not
believe there have been any material changes in our risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 27, 2009 filed with the Securities and Exchange Commission on March 25, 2010.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

Not applicable.



|Item 3. | Defaults upon Senior Securities.
|------- | --------------------------------

Not applicable.



|Item 4. | (Removed and Reserved).
|------- | -----------------------



|Item 5. | Other Information.
|------- | ------------------

Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 8, 2010, the Compensation Committee of our Board of Directors agreed to pay additional compensation of $125,000 to George F. Chappelle, Jr., our Executive Vice President and Chief Operating
Officer, to partially reimburse him for certain relocation expenses that he recently became required to repay to his former employer as a result of his decision to join our company in October 2009.



|Item 6. | Exhibits.
|------- | ---------



|     |  |                                                                                                                                                                                                                                                                                                                                                                             
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|10.1 |  | Second amendment, dated as of September 14, 2010, to Stockholders Agreement, dated as of February 27, 2004, among Vestar Capital Partners IV, L.P., Vestar Cup
Investment, LLC, Vestar Cup Investment II, LLC, SCC Holding Company LLC, Solo Cup Company, Solo Cup Investment Corporation and the parties identified on the signature pages thereto as Management Investors
|     | 
|31.1 |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                      
|     | 
|31.2 |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                      
|     | 
|32.1 |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                       
|     | 
|32.2 |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002                                                                                                                                                                                                                       



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##### Table of Contents



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.



|                       |  |  |  |                  |  |                                                                         
|---------------------- |  |  |  | ---------------- |  | ------------------------------------------------------------------------
|                       |  |  |  | SOLO CUP COMPANY
|                       |  |  | 
|Date: November 9, 2010 |  |  |  | By:              |  | /s/ Robert D. Koney, Jr.                                                
|                       |  |  |  |                  |  | Robert D. Koney, Jr.                                                    
|                       |  |  |  |                  |  | Executive Vice President and Chief Financial Officer                    
|                       |  |  |  |                  |  | (Principal Financial and Accounting Officer and Duly Authorized Officer)



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##### Table of Contents



INDEX OF EXHIBITS
FILED WITH OR

INCORPORATED BY REFERENCE INTO

FORM 10-Q OF SOLO CUP COMPANY

FOR THE THIRTEEN WEEKS ENDED SEPTEMBER 26,
2010



|     |  |                                                                                                                                                                                                                                                                                                                                                                             
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Second amendment, dated as of September 14, 2010, to Stockholders Agreement, dated as of February 27, 2004, among Vestar Capital Partners IV, L.P., Vestar Cup
Investment, LLC, Vestar Cup Investment II, LLC, SCC Holding Company LLC, Solo Cup Company, Solo Cup Investment Corporation and the parties identified on the signature pages thereto as Management Investors
|     | 
|31.1 |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                      
|     | 
|31.2 |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                      
|     | 
|32.1 |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                       
|     | 
|32.2 |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002                                                                                                                                                                                                                       



31