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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



For the thirteen weeks ended October 2, 2005



| ̈ | 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



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SOLO CUP COMPANY

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 47-0938234                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1700 Old Deerfield Road, Highland Park, Illinois               |  | 60035                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telephone number, including area code: 847/831-4800



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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 is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).    Yes ̈No  x



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 14, 2005:

Common Stock, $0.01 par value - 100 shares



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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)



|                                                                                                     |  |                 |           |                   |   |          
|---------------------------------------------------------------------------------------------------- |  | --------------- | --------- | ----------------- | - | ---------
|                                                                                                     |  | October 2, 2005 |           | December 31, 2004
|                                                                                                     |  | (Unaudited)     |           |                  
|Assets                                                                                               |  |                 |           |                   |   |          
|Current assets:                                                                                      |  |                 |           |                   |   |          
|Cash and cash equivalents                                                                            |  | $               | 36,429    |                   | $ | 15,855   
|Cash in escrow                                                                                       |  |                 | 15,000    |                   |   | 15,000   
|Accounts receivable:                                                                                 |  |                 |           |                   |   |          
|Trade, less allowance for doubtful accounts of $6,266 and $6,295                                     |  |                 | 256,275   |                   |   | 222,546  
|Other                                                                                                |  |                 | 21,063    |                   |   | 26,954   
|Inventories                                                                                          |  |                 | 383,325   |                   |   | 352,377  
|Spare parts                                                                                          |  |                 | 29,951    |                   |   | 31,556   
|Deferred income taxes                                                                                |  |                 | 52,226    |                   |   | 52,594   
|Prepaid expenses                                                                                     |  |                 | 13,564    |                   |   | 12,222   
|Other current assets                                                                                 |  |                 | 6,989     |                   |   | 3,433    
|                                                                                                     |  |                 |           |                   |   |          
|Total current assets                                                                                 |  |                 | 814,822   |                   |   | 732,537  
|                                                                                                     |  |                
|Property, plant and equipment, net                                                                   |  |                 | 778,264   |                   |   | 828,750  
|Spare parts                                                                                          |  |                 | 12,860    |                   |   | 11,067   
|Goodwill                                                                                             |  |                 | 247,796   |                   |   | 239,768  
|Intangible assets, net                                                                               |  |                 | 30,369    |                   |   | 37,512   
|Restricted cash                                                                                      |  |                 |          |                   |   | 1,905    
|Deferred financing fees, net                                                                         |  |                 | 27,175    |                   |   | 29,619   
|Other assets                                                                                         |  |                 | 12,733    |                   |   | 22,628   
|                                                                                                     |  |                 |           |                   |   |          
|Total assets                                                                                         |  | $               | 1,924,019 |                   | $ | 1,903,786
|                                                                                                     |  |                 |           |                   |   |          
|Liabilities and Shareholders Equity                                                                 |  |                 |           |                   |   |          
|Current liabilities:                                                                                 |  |                 |           |                   |   |          
|Accounts payable                                                                                     |  | $               | 183,085   |                   | $ | 150,483  
|Accrued payroll and related costs                                                                    |  |                 | 56,417    |                   |   | 68,391   
|Accrued customer allowances                                                                          |  |                 | 30,372    |                   |   | 30,868   
|Accrued expenses and other current liabilities                                                       |  |                 | 41,146    |                   |   | 62,496   
|Short-term debt                                                                                      |  |                 | 5,127     |                   |   | 3,603    
|Current maturities of long-term debt                                                                 |  |                 | 8,758     |                   |   | 9,778    
|Income taxes payable                                                                                 |  |                 | 1,418     |                   |   | 5,419    
|                                                                                                     |  |                 |           |                   |   |          
|Total current liabilities                                                                            |  |                 | 326,323   |                   |   | 331,038  
|                                                                                                     |  |                
|Long-term debt, net of current maturities                                                            |  |                 | 1,048,369 |                   |   | 1,004,747
|Deferred income taxes                                                                                |  |                 | 46,240    |                   |   | 58,430   
|Pensions and other postretirement benefits                                                           |  |                 | 77,547    |                   |   | 76,275   
|Other liabilities                                                                                    |  |                 | 8,341     |                   |   | 5,073    
|                                                                                                     |  |                 |           |                   |   |          
|Total liabilities                                                                                    |  |                 | 1,506,820 |                   |   | 1,475,563
|Minority interest                                                                                    |  |                 |          |                   |   | 1,073    
|                                                                                                     |  |                
|Shareholders equity:                                                                                |  |                 |           |                   |   |          
|Common stock - Par value $0.01 per share; 1,000 shares authorized; 100 shares issued and outstanding |  |                 |          |                   |   |         
|Additional paid-in capital                                                                           |  |                 | 257,992   |                   |   | 259,080  
|Retained earnings                                                                                    |  |                 | 156,077   |                   |   | 161,481  
|Accumulated other comprehensive income                                                               |  |                 | 3,130     |                   |   | 6,589    
|                                                                                                     |  |                 |           |                   |   |          
|Total shareholders equity                                                                           |  |                 | 417,199   |                   |   | 427,150  
|                                                                                                     |  |                 |           |                   |   |          
|Total liabilities and shareholders equity                                                           |  | $               | 1,924,019 |                   | $ | 1,903,786
|                                                                                                     |  |                 |           |                   |   |          



See accompanying Notes
to Consolidated Financial Statements.



2



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SOLO CUP COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands)



|                                                                    |  |                                   |         |   |                                     |   |         |                                      |  |   |                                    |   |  |   |           |  
|------------------------------------------------------------------- |  | --------------------------------- | ------- | - | ----------------------------------- | - | ------- | ------------------------------------ |  | - | ---------------------------------- | - |  | - | --------- | -
|                                                                    |  | Thirteenweeks endedOctober 2,2005 |         |   | Three monthsended September 30,2004 |   |         | Thirty-nineweeks endedOctober 2,2005 |  |   | Nine monthsended September 30,2004 |  
|Net sales                                                           |  | $                                 | 618,211 |   |                                     | $ | 600,565 |                                      |  | $ | 1,818,806                          |   |  | $ | 1,525,711 |  
|Cost of goods sold                                                  |  |                                   | 527,136 |   |                                     |   | 503,345 |                                      |  |   | 1,585,186                          |   |  |   | 1,306,333 |  
|                                                                    |  |                                   |         |   |                                     |   |         |                                      |  |   |                                    |   |  |   |           |  
|Gross profit                                                        |  |                                   | 91,075  |   |                                     |   | 97,220  |                                      |  |   | 233,620                            |   |  |   | 219,378   |  
|                                                                    |  |                                   |         |  
|Selling, general and administrative expenses                        |  |                                   | 64,072  |   |                                     |   | 66,069  |                                      |  |   | 192,167                            |   |  |   | 171,952   |  
|Gain on sale of property, plant and equipment                       |  |                                   | (7,086  | ) |                                     |   | (5,192  | )                                    |  |   | (6,305                             | ) |  |   | (6,402    | )
|                                                                    |  |                                   |         |   |                                     |   |         |                                      |  |   |                                    |   |  |   |           |  
|Operating income                                                    |  |                                   | 34,089  |   |                                     |   | 36,343  |                                      |  |   | 47,758                             |   |  |   | 53,828    |  
|                                                                    |  |                                   |         |  
|Interest expense, net of interest income of $32, $46, $220 and $174 |  |                                   | 18,283  |   |                                     |   | 15,811  |                                      |  |   | 53,565                             |   |  |   | 39,084    |  
|Prepayment penalties                                                |  |                                   |        |   |                                     |   |        |                                      |  |   |                                   |   |  |   | 30,690    |  
|Loss on debt extinguishment                                         |  |                                   |        |   |                                     |   |        |                                      |  |   |                                   |   |  |   | 916       |  
|Foreign currency exchange (gain) loss, net                          |  |                                   | (135    | ) |                                     |   | 274     |                                      |  |   | 2,709                              |   |  |   | (101      | )
|Other (income) expense, net                                         |  |                                   | (12     | ) |                                     |   | (110    | )                                    |  |   | (183                               | ) |  |   | 574       |  
|                                                                    |  |                                   |         |   |                                     |   |         |                                      |  |   |                                    |   |  |   |           |  
|Income (loss) before income taxes and minority interest             |  |                                   | 15,953  |   |                                     |   | 20,368  |                                      |  |   | (8,333                             | ) |  |   | (17,335   | )
|                                                                    |  |                                   |         |  
|Income tax provision (benefit)                                      |  |                                   | 7,194   |   |                                     |   | 8,201   |                                      |  |   | (2,520                             | ) |  |   | 22,880    |  
|Minority interest                                                   |  |                                   | (460    | ) |                                     |   | 82      |                                      |  |   | (409                               | ) |  |   | 198       |  
|                                                                    |  |                                   |         |   |                                     |   |         |                                      |  |   |                                    |   |  |   |           |  
|Net income (loss)                                                   |  | $                                 | 9,219   |   |                                     | $ | 12,085  |                                      |  | $ | (5,404                             | ) |  | $ | (40,413   | )
|                                                                    |  |                                   |         |   |                                     |   |         |                                      |  |   |                                    |   |  |   |           |  



See accompanying Notes
to Consolidated Financial Statements.



3



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SOLO CUP COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY

(In thousands, except
share amounts)



|                                                                   |        |              |        |                          |   |  |                  |         |   |                                            |   |         |                          |  |   |        |   |  |   |         |  
|------------------------------------------------------------------ | ------ | ------------ | ------ | ------------------------ | - |  | ---------------- | ------- | - | ------------------------------------------ | - | ------- | ------------------------ |  | - | ------ | - |  | - | ------- | -
|                                                                   |        | Common stock |        | Additionalpaid-incapital |   |  | Retainedearnings |         |   | Accumulatedothercomprehensiveincome (loss) |   |         | Totalshareholdersequity | 
|                                                                   | Shares |              | Amount |                          |   |  |                 
|Balance at December 31, 2004                                       |        | 100          |        | $                        |  |  | $                | 259,080 |   |                                            | $ | 161,481 |                          |  | $ | 6,589  |   |  | $ | 427,150 |  
|Net loss (Unaudited)                                               |        |             |        |                          |  |  |                  |        |   |                                            |   | (5,404  | )                        |  |   |       |   |  |   | (5,404  | )
|Contributed capital from parent (Unaudited)                        |        |             |        |                          |  |  |                  | 100     |   |                                            |   |        |                          |  |   |       |   |  |   | 100     |  
|Compensation expense on CPUs (Unaudited)                           |        |             |        |                          |  |  |                  | 79      |   |                                            |   |        |                          |  |   |       |   |  |   | 79      |  
|Return of capital to parent (Unaudited)                            |        |             |        |                          |  |  |                  | (1,267  | ) |                                            |   |        |                          |  |   |       |   |  |   | (1,267  | )
|Foreign currency translation adjustment (Unaudited)                |        |             |        |                          |  |  |                  |        |   |                                            |   |        |                          |  |   | (4,827 | ) |  |   | (4,827  | )
|Unrealized investment gain, net of tax of $173 (Unaudited)         |        |             |        |                          |  |  |                  |        |   |                                            |   |        |                          |  |   | 259    |   |  |   | 259     |  
|Unrealized gain on cash flow hedge, net of tax of $694 (Unaudited) |        |             |        |                          |  |  |                  |        |   |                                            |   |        |                          |  |   | 1,109  |   |  |   | 1,109   |  
|                                                                   |        |              |        |                          |   |  |                  |         |   |                                            |   |         |                          |  |   |        |   |  |   |         |  
|Balance at October 2, 2005 (Unaudited)                             |        | 100          |        | $                        |  |  | $                | 257,992 |   |                                            | $ | 156,077 |                          |  | $ | 3,130  |   |  | $ | 417,199 |  
|                                                                   |        |              |        |                          |   |  |                  |         |   |                                            |   |         |                          |  |   |        |   |  |   |         |  



See accompanying Notes
to Consolidated Financial Statements.



4



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SOLO CUP COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)



|                                                                                          |  |                                        |         |   |                                     |   |         |  
|----------------------------------------------------------------------------------------- |  | -------------------------------------- | ------- | - | ----------------------------------- | - | ------- | -
|                                                                                          |  | Thirty-nineweeks ended October 2, 2005 |         |   | Nine months ended September 30,2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                      |  |                                        |         |   |                                     |   |         |  
|Net loss                                                                                  |  | $                                      | (5,404  | ) |                                     | $ | (40,413 | )
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |                                        |         |   |                                     |   |         |  
|Depreciation and amortization                                                             |  |                                        | 77,777  |   |                                     |   | 67,292  |  
|Deferred finance fee amortization                                                         |  |                                        | 3,417   |   |                                     |   | 2,450   |  
|Gain on sale of property, plant and equipment                                             |  |                                        | (6,305  | ) |                                     |   | (6,402  | )
|Loss on debt extinguishment                                                               |  |                                        |        |   |                                     |   | 916     |  
|Minority interest                                                                         |  |                                        | (409    | ) |                                     |   | 198     |  
|Deferred income taxes                                                                     |  |                                        | (6,553  | ) |                                     |   | 17,871  |  
|Foreign currency exchange loss (gain), net                                                |  |                                        | 2,709   |   |                                     |   | (101    | )
|Changes in operating assets and liabilities (net of business acquisitions):               |  |                                        |         |   |                                     |   |         |  
|Accounts receivable                                                                       |  |                                        | (30,408 | ) |                                     |   | (44,939 | )
|Inventories                                                                               |  |                                        | (35,548 | ) |                                     |   | (29,733 | )
|Prepaid expenses and other current assets                                                 |  |                                        | 894     |   |                                     |   | (2,806  | )
|Other assets                                                                              |  |                                        | 9,872   |   |                                     |   | 3,568   |  
|Accounts payable                                                                          |  |                                        | 32,614  |   |                                     |   | (37,464 | )
|Accrued expenses and other current liabilities                                            |  |                                        | (36,355 | ) |                                     |   | 9,918   |  
|Other liabilities                                                                         |  |                                        | (5,428  | ) |                                     |   | (1,889  | )
|Other, net                                                                                |  |                                        | 633     |   |                                     |   | 3,454   |  
|                                                                                          |  |                                        |         |   |                                     |   |         |  
|Net cash provided by (used in) operating activities                                       |  | $                                      | 1,506   |   |                                     | $ | (58,080 | )
|                                                                                          |  |                                        |         |   |                                     |   |         |  



(Continued)



5



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SOLO CUP COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)
(Continued)



|                                                        |  |                                       |         |   |                                     |   |          |  
|------------------------------------------------------- |  | ------------------------------------- | ------- | - | ----------------------------------- | - | -------- | -
|                                                        |  | Thirty-nineweeks ended October 2,2005 |         |   | Nine months ended September 30,2004 |  
|Net cash provided by (used in) operating activities     |  | $                                     | 1,506   |   |                                     | $ | (58,080  | )
|                                                        |  |                                      
|CASH FLOWS FROM INVESTING ACTIVITIES                    |  |                                       |         |   |                                     |   |          |  
|Payment for business acquisitions, net of cash acquired |  |                                       | (368    | ) |                                     |   | (877,196 | )
|Purchase of property, plant and equipment               |  |                                       | (45,148 | ) |                                     |   | (26,099  | )
|Proceeds from sale of property, plant and equipment     |  |                                       | 20,448  |   |                                     |   | 8,906    |  
|Increase in cash in escrow                              |  |                                       |        |   |                                     |   | (4,997   | )
|                                                        |  |                                       |         |   |                                     |   |          |  
|Net cash used in investing activities                   |  |                                       | (25,068 | ) |                                     |   | (899,386 | )
|                                                        |  |                                      
|CASH FLOWS FROM FINANCING ACTIVITIES                    |  |                                       |         |   |                                     |   |          |  
|Net borrowings under revolving credit facilities        |  |                                       | 49,150  |   |                                     |   | 61,667   |  
|Borrowings under the term notes                         |  |                                       |        |   |                                     |   | 650,000  |  
|Borrowings under the 8.5% Senior Subordinated Notes     |  |                                       |        |   |                                     |   | 325,000  |  
|Borrowings under the Securitization Facility            |  |                                       |        |   |                                     |   | 5,000    |  
|Borrowings under the 364-day revolving credit agreement |  |                                       |        |   |                                     |   | 16,500   |  
|Proceeds from sale of common stock                      |  |                                       |        |   |                                     |   | 230,463  |  
|Contribution of capital from parent                     |  |                                       | 100     |   |                                     |   |         |  
|Return of capital to parent                             |  |                                       | (1,267  | ) |                                     |   |         |  
|Repayments of the 7.08% Senior Notes                    |  |                                       |        |   |                                     |   | (160,000 | )
|Repayments of the 3.67% Yen-denominated Senior Notes    |  |                                       |        |   |                                     |   | (44,170  | )
|Repayments of the interest rate swap                    |  |                                       |        |   |                                     |   | (1,656   | )
|Repayments of the Securitization Facility               |  |                                       |        |   |                                     |   | (27,800  | )
|Repayments of the 364-day revolving credit agreement    |  |                                       |        |   |                                     |   | (29,500  | )
|Repayments of the term notes                            |  |                                       | (6,044  | ) |                                     |   | (3,250   | )
|Net borrowings (repayments) of other debt               |  |                                       | 1,360   |   |                                     |   | (2,434   | )
|Debt issuance costs                                     |  |                                       | (968    | ) |                                     |   | (33,011  | )
|Dividends paid                                          |  |                                       |        |   |                                     |   | (13,000  | )
|Decrease in restricted cash                             |  |                                       | 1,905   |   |                                     |   | 234      |  
|                                                        |  |                                       |         |   |                                     |   |          |  
|Net cash provided by financing activities               |  |                                       | 44,236  |   |                                     |   | 974,043  |  
|                                                        |  |                                      
|Effect of exchange rate changes on cash                 |  |                                       | (100    | ) |                                     |   | 28       |  
|                                                        |  |                                       |         |   |                                     |   |          |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS               |  |                                       | 20,574  |   |                                     |   | 16,605   |  
|CASH AND CASH EQUIVALENTS, beginning of period          |  |                                       | 15,855  |   |                                     |   | 3,269    |  
|                                                        |  |                                       |         |   |                                     |   |          |  
|CASH AND CASH EQUIVALENTS, end of period                |  | $                                     | 36,429  |   |                                     | $ | 19,874   |  
|                                                        |  |                                       |         |   |                                     |   |          |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                     |  |                                       |         |   |                                     |   |          |  
|Interest paid                                           |  | $                                     | 57,209  |   |                                     | $ | 31,431   |  
|                                                        |  |                                       |         |   |                                     |   |          |  
|Income taxes paid                                       |  | $                                     | 6,804   |   |                                     | $ | 1,883    |  
|                                                        |  |                                       |         |   |                                     |   |          |  



See accompanying Notes
to Consolidated Financial Statements.



6



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SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



(1) BASIS OF PRESENTATION



As used in these notes, unless the context otherwise requires, the
Company shall refer to Solo Cup Company, a Delaware corporation (Solo Delaware) which is the holding company for Solo Cup Company, an Illinois corporation (Solo Illinois), and its subsidiaries and SF Holdings
Group, Inc. and its subsidiaries (SF Holdings), including Solo Cup Operating Corporation (f/k/a Sweetheart Cup Company Inc.) (SCOC). The Company is a wholly owned subsidiary of Solo Cup Investment Corporation, a
Delaware corporation (SCIC). SCC Holding Company LLC, a Delaware limited liability company (SCC Holding) and Vestar Capital Partners (Vestar) own 67.2% and 32.7% of SCIC, respectively. Company management holds the
remaining 0.1% of SCIC.



Effective February 22, 2004,
the predecessor company, Solo Illinois, became a wholly owned subsidiary of Solo Delaware. Solo Delaware is a holding company, the material assets of which are 100% of the capital stock of Solo Illinois and 100% of the capital stock of SF Holdings.
On February 27, 2004, with an effective date of February 22, 2004, the Company acquired 100.0% of the outstanding stock of SF Holdings. The results of operations for the Company include the accounts of SF Holdings from February 22,
2004.



On June 21, 2005, the Companys Board of
Directors approved a change in the Companys fiscal year from the year ended December 31 to the 52- or 53-week period ending on the last Sunday in December except that fiscal year 2005 will end on January 1, 2006. All subsequent
fiscal years will end on the last Sunday in December.



The
information included in the accompanying interim consolidated financial statements of the Company is unaudited but, in the opinion of management, includes all adjustments (consisting only of normal recurring adjustments and accruals) which the
Company considers necessary for a fair presentation of the financial position and operating results and cash flows for these periods. Results for the interim periods are not necessarily indicative of results expected for the entire year. These
consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto of the Company for the year ended December 31, 2004 included in its annual report on Form 10-K.



Certain prior period amounts have been reclassified to conform to the current
periods presentation. These reclassifications had no effect on previously reported net income (loss).



(2) ACQUISITIONS



On
February 27, 2004, with an effective date of February 22, 2004, the Company consummated the purchase of 100.0% of the issued and outstanding capital stock of SF Holdings (the SF Holdings Acquisition). SF Holdings is one of the
largest converters and marketers of plastic and paper disposable foodservice and food packaging products in North America. The results of operations of SF Holdings are included in the consolidated financial statements of the Company from
February 22, 2004.



The aggregate purchase price was
$917.2 million of which $15.0 million is being held in an escrow account pending the final working capital adjustment and resolution of claims for indemnification. The $15.0 million held in escrow is not included in the allocation of the cost of the
assets acquired and liabilities assumed as it represents contingent consideration for which the contingency has not been resolved. The consideration was applied to the purchase of all common stock and common stock equivalents of SF Holdings, as well
as the repayment of all outstanding debt of SF Holdings and the repurchase and cancellation of its preferred stock. In addition, the Company purchased from a lessor certain leased manufacturing equipment and other assets that SF Holdings uses in its
operations for an aggregate purchase price of $209.1 million, plus $8.0 million of accrued rent on the leases and the payment of documentation expenses. These amounts are included in the $917.2 million of aggregate consideration paid.



(Continued)



7



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(2) ACQUISITIONS (Continued)



The funding of the SF Holdings Acquisition was made through bank financing, bonds and private investment. The SF Holdings
Acquisition resulted in goodwill of $151.3 million that is not tax deductible and $45.0 million of acquired intangible assets with a weighted average useful life of approximately five years. These intangible assets consisted of trademarks and trade
names of $22.2 million with an estimated useful life of five years, Trophy manufacturing technology valued at $21.1 million with an estimated useful life of five years, and $1.7 million of other intangible assets with an estimated useful life of
three years.



The following are the amounts assigned to the
acquired assets and liabilities (in millions):



|                                                              |  |   |         |  
|------------------------------------------------------------- |  | - | ------- | -
|Purchase price                                                |  | $ | 917.2   |  
|Less cash in escrow                                           |  |   | (15.0   | )
|                                                              |  |   |         |  
|Adjusted purchase price                                       |  | $ | 902.2   |  
|                                                              |  |   |         |  
|Cash                                                          |  | $ | 34.2    |  
|Accounts receivable                                           |  |   | 131.2   |  
|Inventories                                                   |  |   | 211.6   |  
|Other current assets                                          |  |   | 51.0    |  
|Property, plant and equipment                                 |  |   | 568.7   |  
|Intangible assets                                             |  |   | 45.0    |  
|Other assets                                                  |  |   | 16.3    |  
|                                                              |  |   |         |  
|Total assets                                                  |  | $ | 1,058.0 |  
|                                                              |  |   |         |  
|Current liabilities                                           |  | $ | 206.8   |  
|Other liabilities                                             |  |   | 100.3   |  
|                                                              |  |   |         |  
|Total liabilities                                             |  | $ | 307.1   |  
|                                                              |  |   |         |  
|Excess of purchase price over assets and liabilities acquired |  | $ | 151.3   |  
|                                                              |  |   |         |  



The finalization of
the purchase price is pending adjustments to working capital and resolution of claims for indemnification.



The following are the pro forma results assuming that the acquisition had occurred as of January 1, 2003 (in thousands):



|                  |  |                                                   |         |                                                   |   |                                                     |  |   |                                                |   |  |   |          
|----------------- |  | ------------------------------------------------- | ------- | ------------------------------------------------- | - | --------------------------------------------------- |  | - | ---------------------------------------------- | - |  | - | ---------
|                  |  | Thirteen weeks ended October 2,2005 (as reported) |         | Three monthsended September 30,2004 (as reported) |   | Thirty-nineweeks ended October 2,2005 (as reported) |  |   | Nine monthsended September 30,2004 (pro forma)
|Net sales         |  | $                                                 | 618,211 |                                                   | $ | 600,565                                             |  | $ | 1,818,806                                      |   |  | $ | 1,693,233
|                  |  |                                                   |         |                                                   |   |                                                     |  |   |                                                |   |  |   |          
|Net income (loss) |  | $                                                 | 9,219   |                                                   | $ | 12,085                                              |  | $ | (5,404                                         | ) |  | $ | 846      
|                  |  |                                                   |         |                                                   |   |                                                     |  |   |                                                |   |  |   |          



In the third quarter
of 2004, management committed to a plan to sell the property for a plant closed in connection with the integration of SF Holdings. The net book value of approximately $1.9 million is classified in other current assets in the Companys
Consolidated Balance Sheets as of October 2, 2005 and December 31, 2004.



In the first half of 2005, management committed to a plan to sell the property for three additional plants closed in connection with the integration of SF Holdings. One of these three plants was sold and leased back
in September 2005 (Note 3). The net book value of the two remaining plants of approximately $2.9 million is classified in other current assets in the Companys Consolidated Balance Sheet as of October 2, 2005.



In September 2005, management committed to a plan to sell the property for
one additional plant closed in connection with the integration of SF Holdings. The net book value of approximately $1.3 million is classified in other current assets in the Companys Consolidated Balance Sheet as of October 2, 2005. The
property was sold November 1, 2005 (Note 19).



8



---

(3) SALE-LEASEBACK AGREEMENT



During September 2005, the Company entered into an agreement for the sale and leaseback of three properties, including one
plant and two warehouses. One of the leases expires in December 2005 and the other two expire in December 2006. Net property, plant and equipment was reduced by the carrying values of the properties sold, which amounted to approximately $6.2
million. The net cash proceeds received from the sale were approximately $15.3 million; $6.8 million of this resulting gain was recognized in September 2005 and $2.3 million was recorded as a deferred credit in the consolidated balance sheet as of
October 2, 2005. The deferred credit is included in other long-term liabilities and will be amortized to income as an offset to rent expense. The leases are classified as operating leases in accordance with Statement of Financial Accounting
Standards (SFAS) No. 13, Accounting for Leases.



(4) INVENTORIES



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



|                           |  |                 |         |                   |   |        
|-------------------------- |  | --------------- | ------- | ----------------- | - | -------
|                           |  | October 2, 2005 |         | December 31, 2004
|Finished goods             |  | $               | 289,700 |                   | $ | 259,919
|Work in process            |  |                 | 15,429  |                   |   | 13,569 
|Raw materials and supplies |  |                 | 78,196  |                   |   | 78,889 
|                           |  |                 |         |                   |   |        
|Total inventories          |  | $               | 383,325 |                   | $ | 352,377
|                           |  |                 |         |                   |   |        



(5) PROPERTY, PLANT AND EQUIPMENT,
NET



The Companys major classes of property, plant
and equipment are as follows (in thousands):



|                                    |  |                 |           |   |                   |   |           |  
|----------------------------------- |  | --------------- | --------- | - | ----------------- | - | --------- | -
|                                    |  | October 2, 2005 |           |   | December 31, 2004 |  
|Land                                |  | $               | 50,760    |   |                   | $ | 54,152    |  
|Buildings and improvements          |  |                 | 298,505   |   |                   |   | 319,531   |  
|Machinery and equipment             |  |                 | 912,744   |   |                   |   | 887,875   |  
|Construction in progress            |  |                 | 23,800    |   |                   |   | 21,394    |  
|                                    |  |                 |           |   |                   |   |           |  
|Total property, plant and equipment |  |                 | 1,285,809 |   |                   |   | 1,282,952 |  
|Less accumulated depreciation       |  |                 | (507,545  | ) |                   |   | (454,202  | )
|                                    |  |                 |           |   |                   |   |           |  
|Property, plant and equipment, net  |  | $               | 778,264   |   |                   | $ | 828,750   |  
|                                    |  |                 |           |   |                   |   |           |  



Depreciation of
property, plant and equipment was $23.7 million and $70.8 million for the thirteen weeks and thirty-nine weeks ended October 2, 2005, respectively. Depreciation of property, plant and equipment was $25.1 million and $61.7 million for the three
months and nine months ended September 30, 2004, respectively.



9



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(6) GOODWILL AND INTANGIBLE ASSETS



The following is a rollforward of the carrying values of goodwill by business segment (in thousands):



|                                  |  |              |         |        |   |        |               |  |   |       |   |  |   |         |  
|--------------------------------- |  | ------------ | ------- | ------ | - | ------ | ------------- |  | - | ----- | - |  | - | ------- | -
|                                  |  | NorthAmerica |         | Europe |   |        | Asia Pacific |  |   | Total |  
|Balance at December 31, 2004      |  | $            | 198,385 |        | $ | 41,157 |               |  | $ | 226   |   |  | $ | 239,768 |  
|SF Holdings Acquisition (Note 2)  |  |              | 9,275   |        |   |       |               |  |   |      |   |  |   | 9,275   |  
|Erving Paper Products acquisition |  |              | 672     |        |   |       |               |  |   |      |   |  |   | 672     |  
|Translation adjustment            |  |              | 1,246   |        |   | (3,144 | )             |  |   | (21   | ) |  |   | (1,919  | )
|                                  |  |              |         |        |   |        |               |  |   |       |   |  |   |         |  
|Balance at October 2, 2005        |  | $            | 209,578 |        | $ | 38,013 |               |  | $ | 205   |   |  | $ | 247,796 |  
|                                  |  |              |         |        |   |        |               |  |   |       |   |  |   |         |  



As of
December 31, 2004, the carrying value of goodwill in North America includes $142.0 million related to the SF Holdings Acquisition.



The gross carrying amount of non-amortizable intangible assets as of October 2, 2005 and December 31, 2004 was $0.1 million and $0.3 million,
respectively. The following are the carrying values of amortizable intangible assets (in thousands):



|                            |  |                     |        |                         |   |                     |  |                         |        |  |   |      
|--------------------------- |  | ------------------- | ------ | ----------------------- | - | ------------------- |  | ----------------------- | ------ |  | - | -----
|                            |  | October 2, 2005     |        | December 31, 2004      
|                            |  | GrossCarryingAmount |        | AccumulatedAmortization |   | GrossCarryingAmount |  | AccumulatedAmortization
|Trademarks and trade names  |  | $                   | 22,200 |                         | $ | 7,045               |  | $                       | 22,200 |  | $ | 3,700
|Manufacturing technology    |  |                     | 21,100 |                         |   | 6,682               |  |                         | 21,100 |  |   | 3,517
|Patents, licenses and other |  |                     | 1,769  |                         |   | 1,055               |  |                         | 1,760  |  |   | 629  
|                            |  |                     |        |                         |   |                     |  |                         |        |  |   |      
|                            |  | $                   | 45,069 |                         | $ | 14,782              |  | $                       | 45,060 |  | $ | 7,846
|                            |  |                     |        |                         |   |                     |  |                         |        |  |   |      



Amortization expense
related to intangible assets was $2.3 million and $6.9 million during the thirteen weeks and thirty-nine weeks ended October 2, 2005, respectively. Amortization expense related to intangible assets was $2.4 million and $5.6 million during the
three months and nine months ended September 30, 2004, respectively. The estimated annual amortization expense of intangibles presently owned by the Company is approximately $2.3 million for the remainder of 2005, $9.1 million in 2006, $8.7
million in 2007, $8.7 million in 2008, and $1.5 million in 2009.



(7) DEBT



Short-term debt and long-term debt, including amounts
payable within one year, are as follows (in thousands):



|                                                     |  |                |           |                  |   |          
|---------------------------------------------------- |  | -------------- | --------- | ---------------- | - | ---------
|                                                     |  | October 2,2005 |           | December 31,2004
|Short-term debt:                                     |  |                |           |                  |   |          
|Yen-denominated short-term bank borrowings           |  | $              | 5,127     |                  | $ | 3,603    
|Long-term debt:                                      |  |                |           |                  |   |          
|8.5% Senior Subordinated Notes due February 15, 2014 |  |                | 325,000   |                  |   | 325,000  
|Senior Credit Facility  Term Loan                   |  |                | 640,250   |                  |   | 645,125  
|Senior Credit Facility  Revolver                    |  |                | 78,800    |                  |   | 28,700   
|Canadian Credit Facility  Term Loan                 |  |                | 10,380    |                  |   | 11,214   
|Canadian Credit Facility  Revolver                  |  |                |          |                  |   | 1,010    
|Capital lease obligations                            |  |                | 2,697     |                  |   | 3,476    
|                                                     |  |                |           |                  |   |          
|Total long-term debt                                 |  |                | 1,057,127 |                  |   | 1,014,525
|Less - Current maturities of long-term debt          |  |                | 8,758     |                  |   | 9,778    
|                                                     |  |                |           |                  |   |          
|Long-term debt, net of current maturities            |  | $              | 1,048,369 |                  | $ | 1,004,747
|                                                     |  |                |           |                  |   |          



(Continued)



10



---

(7) DEBT (Continued)



Canadian Credit Facility



Borrowings under the revolving credit facility bear interest at the Canadian prime rate plus 0.50% or the Canadian bankers acceptance rate plus 1.75%, at
the Companys option. Term loan borrowings bear interest at the Canadian prime rate plus 0.75% or the Canadian bankers acceptance rate plus 2.00%, at the Companys option. As of October 2, 2005, borrowings under the revolving credit
facility and the term loan carried effective interest rates of 4.62% and 4.87%, respectively. As of October 2, 2005, CAD 12.1 million (approximately $10.4 million) was outstanding under the term loan and CAD 13.1 million
(approximately $11.3 million) was available under the revolving credit facility.



Senior Credit Facility



On March 31, 2005, the Company and SCIC entered into an agreement (Amendment No. 1) to amend the term loan facility under its credit agreement, dated as of February 27, 2004 (the Senior Credit
Facility). Amendment No. 1 changed the borrowing margin used to calculate interest on the term loans under the Senior Credit Facility. For purposes of calculating interest, term loans under the Senior Credit Facility are designated as
Eurodollar rate loans or, in certain circumstances, base rate loans. Under the original agreement, Eurodollar rate loans bore interest at the British Bankers Association Interest Settlement Rate for deposits in dollars plus a borrowing margin. Base
rate loans bore interest at (a) the greater of (i) the rate most recently announced by Bank of America as its prime rate or (ii) the Federal Funds Rate plus 1/2of 1% per annum, plus (b) a borrowing margin. The margin for term loans was a range based on the Companys leverage ratio. For Eurodollar
rate loans, the range was 2.25% to 2.50%. For base rate loans, the range was 1.25% to 1.50%. The terms of Amendment No. 1 provide that the borrowing margin for term loans be 2.00% on Eurodollar rate loans and 1.00% on base rate loans.



Amendment No. 1 also changed the schedule for
quarterly principal payments. The original agreement provided scheduled principal payments of $1.625 million per quarter through February 27, 2006, $6.25 million per quarter from May 27, 2006 through February 27, 2008, and $12.5
million per quarter from May 27, 2008 through November 27, 2010, with a balloon payment of $449.5 million due on February 27, 2011. The terms of Amendment No. 1 provide for scheduled principal payments of $1.625 million per
quarter through November 27, 2010, with a balloon payment of $606.125 million due on February 27, 2011. All mandatory quarterly prepayments have been made to date.



Subsequent to October 2, 2005, the Company and SCIC entered into an agreement to amend the Senior Credit Facility
(Amendment No. 2) (Note 19).



As of
October 2, 2005, the weighted average annual interest rate applicable to Eurodollar rate loans was 5.53% and the weighted average annual interest rate applicable to base rate loans was 8.50%. During the thirteen weeks ended October 2,
2005, the weighted average annual interest rate for the Senior Credit Facility was 5.43%. At October 2, 2005, the interest rate on the term loan facility was 5.48% and 7.43% on the revolving credit facility. As of October 2, 2005, $56.0
million was available under the Senior Credit Facility.



(Continued)



11



---

(7) DEBT (Continued)



Debt Extinguishment



On February 27, 2004, the Company extinguished $160.0 million of 7.08% Senior Notes due June 30, 2011 and $44.2 million of 3.67% Yen-denominated
senior notes due July 16, 2008 resulting in prepayment penalties of $26.9 million and $3.8 million, respectively. As a result of the early extinguishment of debt, the Company incurred a $0.9 million loss from the write off of deferred financing
fees. The following sets forth the payments made in connection with the termination of the debt instruments outstanding on February 27, 2004 (in thousands):



|                                   |  |           |         |                     |   |          |  |                     |       |       |   |     |  |   |        
|---------------------------------- |  | --------- | ------- | ------------------- | - | -------- |  | ------------------- | ----- | ----- | - | --- |  | - | -------
|                                   |  | Principal |         | PrepaymentPenalties |   | Interest |  | ForeignExchangeLoss |       | Total
|Interest rate swap                 |  | $         | 1,656   |                     | $ |         |  | $                   |      |       | $ |    |  | $ | 1,656  
|Securitization facility            |  |           | 27,800  |                     |   |         |  |                     | 34    |       |   |    |  |   | 27,834 
|364-day revolving credit agreement |  |           | 29,500  |                     |   |         |  |                     |      |       |   |    |  |   | 29,500 
|7.08% Senior Notes                 |  |           | 160,000 |                     |   | 26,920   |  |                     | 1,713 |       |   |    |  |   | 188,633
|3.67% Yen-denominated Senior Notes |  |           | 44,170  |                     |   | 3,770    |  |                     | 228   |       |   | 679 |  |   | 48,847 
|                                   |  |           |         |                     |   |          |  |                     |       |       |   |     |  |   |        
|Total                              |  | $         | 263,126 |                     | $ | 30,690   |  | $                   | 1,975 |       | $ | 679 |  | $ | 296,470
|                                   |  |           |         |                     |   |          |  |                     |       |       |   |     |  |   |        



(8) LEASES



The Company leases certain transportation vehicles, warehouse and office
facilities and machinery and equipment under both cancelable and non-cancelable operating leases, most of which expire within ten years and may be renewed by the Company. The full amount of lease rental payments is charged to expense using the
straight-line method over the term of the lease. Future minimum rental commitments under non-cancelable operating leases in effect at October 2, 2005 are as follows (in thousands):



|                  |  |   |        
|----------------- |  | - | -------
|Remainder of 2005 |  | $ | 9,499  
|2006              |  |   | 30,805 
|2007              |  |   | 25,942 
|2008              |  |   | 22,087 
|2009              |  |   | 20,606 
|2010              |  |   | 18,661 
|Thereafter        |  |   | 183,474
|                  |  |   |        
|Total             |  | $ | 311,074
|                  |  |   |        



(9) DERIVATIVES AND HEDGING
ACTIVITIES



The Senior Credit Facility, as amended,
requires the Company to fix the interest rate for a portion of the borrowings. Accordingly, on March 10, 2004, to limit the variability of a portion of the interest payments under the Senior Credit Facility, the Company entered into
receive-variable, pay-fixed interest rate swaps with a total notional amount of $180.0 million. Under these interest rate swaps, the Company receives variable interest rate payments and makes fixed interest rate payments; thereby fixing the rate on
a portion of the outstanding debt. The variable rate of interest received is the Eurodollar rate. The fixed rate of interest paid is 2.375% to 2.376%. The swap agreements extend through March 31, 2007. The fair value of these swap agreements
was $5.5 million and $4.2 million as of October 2, 2005 and December 31, 2004, respectively. They are accounted for as cash flow hedges and their fair value is included in other assets in the Companys consolidated balance sheet. On
June 23, 2005, the Company entered into a forward-starting receive-variable, pay-fixed interest rate swap with a notional amount of $50.0 million. The variable rate of interest received is the Eurodollar rate. The fixed rate of interest paid is
4.25%. The swap agreement is effective March 31, 2007 through March 31, 2010. As of October 2, 2005, the fair value of this swap agreement was approximately $0.5 million. It is accounted for as a cash flow hedge and its fair value is
included in other assets in the Companys consolidated balance sheet.



(Continued)



12



---

(9) DERIVATIVES AND HEDGING ACTIVITIES (Continued)



On June 30, 2005, the Company entered into another interest rate cap agreement with a notional amount of $15.0 million.
Under this agreement, the Company would receive variable interest rate payments when the three-month Eurodollar rate rises above 4.0%. This interest rate cap agreement expired September 30, 2005.



On March 31, 2005, the Company entered into an interest rate cap
agreement with a notional amount of $35.0 million. Under this agreement, the Company receives variable interest rate payments when the three-month Eurodollar rate rises above 5.0%. This interest rate cap agreement is in effect through March 31,
2006. The interest rate cap is accounted for as a cash flow hedge and its fair value was approximately $0 as of October 2, 2005.



(10) INCOME TAXES



The American Jobs Creation Act of 2004 (the Act) was enacted in October of 2004. The Act provided for a temporary incentive for U.S.
multinational corporations to repatriate accumulated income earned abroad by providing an 85% exclusion from taxable income for certain dividends from controlled foreign corporations. As a result of this special temporary tax incentive, the Company
distributed $8.2 million from its wholly owned subsidiary Solo Cup Asia Pacific during the third quarter of 2005. During the fourth quarter of 2005, the Company intends to distribute approximately $2.9 million from its wholly owned subsidiary Solo
Cup Panama, S.A. It is still the Companys intention to permanently reinvest undistributed earnings in its foreign subsidiaries.



Income tax expense for the thirteen and thirty-nine weeks ended October 2, 2005, reflects $0.8 million related to the repatriation of earnings under
the provisions of the Act including a provision for amounts the Company expects to repatriate in the fourth quarter of 2005.



As of January 1, 2004, Solo Illinois revoked its subchapter S status and became a subchapter C Corporation subject to United States federal and state
income tax. Consequently, the Company, pursuant to generally accepted accounting principles in the United States, recorded a one-time, $29.8 million non-cash tax expense to establish a $29.8 million net deferred income tax liability for the future
tax consequences attributable to differences between the financial statement and income tax bases of Solo Illinois assets and liabilities as of January 1, 2004. As of December 31, 2004, this net deferred income tax liability was
reduced to $28.3 million.



13



---

(11) PENSIONS AND OTHER POSTRETIREMENT BENEFITS



Net periodic benefit cost for the Companys domestic and foreign pension and other postretirement benefit plans
consists of the following (in thousands):



|                                   |  |                                       |        |   |                                     |   |        |                                       |  |   |                                     |   |  |   |      
|---------------------------------- |  | ------------------------------------- | ------ | - | ----------------------------------- | - | ------ | ------------------------------------- |  | - | ----------------------------------- | - |  | - | -----
|                                   |  | Pension Benefits                      |        |   | Other Postretirement Benefits      
|                                   |  | Thirteenweeks ended October 2,2005    |        |   | Three monthsended September 30,2004 |   |        | Thirteenweeks ended October 2,2005    |  |   | Three monthsended September 30,2004
|Service cost                       |  | $                                     | 451    |   |                                     | $ | 382    |                                       |  | $ | 206                                 |   |  | $ | 331  
|Interest cost                      |  |                                       | 1,504  |   |                                     |   | 1,386  |                                       |  |   | 536                                 |   |  |   | 802  
|Expected return on plan assets     |  |                                       | (1,461 | ) |                                     |   | (1,508 | )                                     |  |   |                                    |   |  |   |     
|Amortization of prior service cost |  |                                       | 22     |   |                                     |   |       |                                       |  |   | (1,031                              | ) |  |   |     
|Amortization of net loss           |  |                                       |       |   |                                     |   |       |                                       |  |   | 227                                 |   |  |   |     
|                                   |  |                                       |        |   |                                     |   |        |                                       |  |   |                                     |   |  |   |      
|Net periodic benefit cost          |  | $                                     | 514    |   |                                     | $ | 260    |                                       |  | $ | (62                                 | ) |  | $ | 1,133
|                                   |  |                                       |        |   |                                     |   |        |                                       |  |   |                                     |   |  |   |      
|                                   |  |                                      
|                                   |  | Pension Benefits                      |        |   | Other Postretirement Benefits      
|                                   |  | Thirty-nineweeks ended October 2,2005 |        |   | Nine monthsended September 30,2004  |   |        | Thirty-nineweeks ended October 2,2005 |  |   | Nine monthsended September 30,2004 
|Service cost                       |  | $                                     | 1,315  |   |                                     | $ | 962    |                                       |  | $ | 617                                 |   |  | $ | 773  
|Interest cost                      |  |                                       | 4,442  |   |                                     |   | 3,254  |                                       |  |   | 1,603                               |   |  |   | 1,870
|Expected return on plan assets     |  |                                       | (4,320 | ) |                                     |   | (3,518 | )                                     |  |   |                                    |   |  |   |     
|Amortization of prior service cost |  |                                       | 66     |   |                                     |   |       |                                       |  |   | (3,095                              | ) |  |   |     
|Amortization of net loss           |  |                                       |       |   |                                     |   |       |                                       |  |   | 680                                 |   |  |   |     
|                                   |  |                                       |        |   |                                     |   |        |                                       |  |   |                                     |   |  |   |      
|Net periodic benefit cost          |  | $                                     | 1,503  |   |                                     | $ | 698    |                                       |  | $ | (195                                | ) |  | $ | 2,643
|                                   |  |                                       |        |   |                                     |   |        |                                       |  |   |                                     |   |  |   |      



As of October 2,
2005, $5.0 million of contributions had been made to the Companys pension plans. The Company presently anticipates contributing an additional $2.7 million to fund its pension plans in 2005 for a total of $7.7 million.



As of October 2, 2005, $2.8 million of contributions had been made to
the Companys other postretirement plans. The Company presently anticipates contributing an additional $0.7 million to fund its other post retirement plans in 2005 for a total of $3.5 million.



(12) MINORITY INTEREST IN SUBSIDIARY



The Companys consolidated financial statements reflect the minority
interest in the Companys subsidiary, Sanyo Pax Operations Company, Ltd. (Sanyo Pax). The minority ownership interest of Sanyo Pax was 2.12% as of December 31, 2004. In August 2005, the Company purchased all shares held by
minority owners in Sanyo Pax. The subsidiary was subsequently liquidated and the remaining assets were distributed to the Companys wholly owned subsidiary Solo Cup Asia Pacific.



14



---

(13) EQUITY TRANSACTIONS



On February 27, 2004, the Company received net proceeds of $229.6 million from the issuance of 100 shares of Common Stock to SCIC and the
retirement of all outstanding shares of Solo Illinois Class A and Class B common stock. In order to fund this purchase of stock in the Company, SCIC issued $240.0 million of convertible participating preferred stock (CPPS) to
Vestar. The CPPS pays cash dividends at a rate of 10.0% per annum on an amount equal to the sum of the original purchase price of the CPPS plus all accrued and unpaid dividends. Dividends will accumulate to the extent not paid, whether or not
earned or declared. SCIC is required to redeem the CPPS for an amount in cash equal to its original purchase price plus all accrued and unpaid dividends on the eleventh anniversary of its issuance, and is subject to other accelerated redemption
clauses. The Company, at its option and election, may redeem in whole or in part the outstanding shares of CPPS or other securities issued by SCIC on or after the third anniversary through the seventh anniversary of its issuance. The CPPS may be
converted into common shares of SCIC at any time, subject to certain limitations, at the option of the holders. Mandatory conversion occurs upon the closing of an Initial Public Offering. The Company provides no guarantees with respect to these
obligations of SCIC.



During 2004, $4.1 million of capital was
contributed to the Company by SCIC. This includes $0.8 million of proceeds that were received by SCIC from certain Company employees upon the issuance of SCICs CPPS. The remaining $3.3 million represents the issuance of 3,283 Convertible
Preferred Units (CPUs) to certain Company employees in settlement of deferred compensation liabilities (Note 14). In the second quarter of 2005, as the result of an employees separation from the Company, $1.3 million of this
capital contribution was returned to SCIC as a dividend and 1,267 of CPUs were canceled. No other dividends were paid in 2005. For the nine months ended September 30, 2004, the Company paid dividends of $13.0 million to shareholders of Solo
Illinois.



In 2005, an additional $0.1 million of capital was
contributed to the Company by SCIC, reflecting proceeds that were received by SCIC from a Company employee upon the issuance of SCICs CPPS.



(14) STOCK-BASED COMPENSATION



SCIC, the Companys parent, has a management investment and incentive compensation plan for certain key employees of the Company. Under this plan,
SCIC has reserved 1.4 million shares of common stock and 5,000 shares of CPPS for issuance. The accounting impact of this plan is recorded in the financial statements of the Company as the plan relates to employees of the Company.



CPUs



During the second quarter of 2004, SCIC issued 3,283 CPUs to certain Company employees in settlement of $3.3 million of
deferred compensation liabilities. The fair value of the CPUs granted by SCIC was linked to the fair market value of one share of CPPS. For CPUs, compensation expense is recognized periodically based on changes in the fair value of the CPU relative
to the grant-date fair value of the CPU. During the thirty-nine weeks ended October 2, 2005, the Company recorded compensation expense and additional paid-in capital of $79 thousand reflecting dividends declared by SCIC on those instruments. In
the second quarter of 2005, as the result of an employees separation from the company, 1,267 of CPUs were canceled.



Based on a conversion rate of 21.13 shares of common stock for each share of CPPS, the fair market value of SCIC common stock as of October 2, 2005
was $43.83 per share, as determined by the Company. The Company obtains an independent valuation on an annual basis and updates the calculation internally on a quarterly basis. CPUs do not have voting rights and are in certain circumstances
convertible to SCIC common stock or CPPS. The issuance of CPUs by SCIC in settlement of deferred compensation liabilities of the Company totaling $3.3 million was recorded as additional paid-in capital in 2004.



(Continued)



15



---

(14) STOCK-BASED COMPENSATION (Continued)



Stock Options



During 2004, SCIC granted to employees 1,249,255 options to purchase shares of SCIC common stock with an exercise price equal to the fair market value of
the common stock at the date of grant of $47.32. Included in these grants were 499,698 options that are conditional upon the Company achieving certain defined performance targets. The time-based options vest over a period of four years and the
performance-based options vest over a period of five years. All options expire 10 years after the grant date. During the thirty-nine weeks ended October 2, 2005, SCIC granted to employees 157,060 options to purchase shares of SCIC common stock
with an exercise price of $47.32. Included in these grants were 62,820 of performance-based options and 94,240 of time-based options. These options have the same terms and conditions as the options granted in 2004. During the thirty-nine weeks ended
October 2, 2005, 46,122 time-based options and 30,747 performance-based options were forfeited. No options have been exercised to date. As of October 2, 2005, 1,329,446 options were outstanding under the plan and 166,435 of time-based
options were exercisable.



The Company accounts for stock-based
compensation arrangements in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and complies with the disclosure provisions of SFAS No. 123,
Accounting for Stock-Based Compensation. No stock-based employee compensation cost for options is reflected in the reported results of operations, as all options granted had an exercise price equal to the market value of the underlying
common stock on the date of grant. The Company will adopt SFAS No. 123 (Revised 2004), Share-Based Payment in the first quarter of 2006 using the modified prospective method.



The following table illustrates the effect on net income (loss) assuming the
Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to all awards of common stock options (in thousands):



|                                                                                                                             |  |                                     |       |   |                                    |   |        |                                       |  |   |                                    |   |  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | - | ---------------------------------- | - | ------ | ------------------------------------- |  | - | ---------------------------------- | - |  | - | ------- | -
|                                                                                                                             |  | Thirteenweeks ended October 2, 2005 |       |   | Three monthsendedSeptember 30,2004 |   |        | Thirty-nineweeks ended October 2,2005 |  |   | Nine monthsended September 30,2004 |  
|Net income (loss), as reported                                                                                               |  | $                                   | 9,219 |   |                                    | $ | 12,085 |                                       |  | $ | (5,404                             | ) |  | $ | (40,413 | )
|Add: Total stock-based employee compensation expense included in net income (loss), net of related tax effects               |  |                                     | 35    |   |                                    |   | 110    |                                       |  |   | 49                                 |   |  |   | 110     |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method, net of related tax effects |  |                                     | (497  | ) |                                    |   | (678   | )                                     |  |   | (1,464                             | ) |  |   | (1,283  | )
|                                                                                                                             |  |                                     |       |   |                                    |   |        |                                       |  |   |                                    |   |  |   |         |  
|Pro forma net income (loss)                                                                                                  |  | $                                   | 8,757 |   |                                    | $ | 11,517 |                                       |  | $ | (6,819                             | ) |  | $ | (41,586 | )
|                                                                                                                             |  |                                     |       |   |                                    |   |        |                                       |  |   |                                    |   |  |   |         |  



The fair value of each
option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:



|                                               |  |   |       |  
|---------------------------------------------- |  | - | ----- | -
|Risk-free interest rate                        |  |   | 3.8   | %
|Stock volatility                               |  |   | -     |  
|Expected life in years                         |  |   | 7     |  
|Expected dividend yield                        |  |   | -     |  
|Weighted-average fair value of options granted |  | $ | 10.98 |  



16



---

(15) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)



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



|                                                               |  |                                    |        |                                      |   |        |                                       |  |   |                                    |   |  |   |         |  
|-------------------------------------------------------------- |  | ---------------------------------- | ------ | ------------------------------------ | - | ------ | ------------------------------------- |  | - | ---------------------------------- | - |  | - | ------- | -
|                                                               |  | Thirteenweeks ended October 2,2005 |        | Three months ended September 30,2004 |   |        | Thirty-nineweeks ended October 2,2005 |  |   | Nine monthsended September 30,2004 |  
|Net income (loss)                                              |  | $                                  | 9,219  |                                      | $ | 12,085 |                                       |  | $ | (5,404                             | ) |  | $ | (40,413 | )
|Foreign currency translation adjustment                        |  |                                    | 1,024  |                                      |   | 1,611  |                                       |  |   | (4,827                             | ) |  |   | 904     |  
|Minimum pension liability adjustment, net of income taxes      |  |                                    |       |                                      |   |       |                                       |  |   |                                   |   |  |   | (348    | )
|Unrealized investment gain, net of income taxes                |  |                                    | 135    |                                      |   | 16     |                                       |  |   | 259                                |   |  |   | 432     |  
|Unrealized gain (loss) on cash flow hedge, net of income taxes |  |                                    | 766    |                                      |   | (1,269 | )                                     |  |   | 1,109                              |   |  |   | 1,810   |  
|                                                               |  |                                    |        |                                      |   |        |                                       |  |   |                                    |   |  |   |         |  
|Comprehensive income (loss)                                    |  | $                                  | 11,144 |                                      | $ | 12,443 |                                       |  | $ | (8,863                             | ) |  | $ | (37,615 | )
|                                                               |  |                                    |        |                                      |   |        |                                       |  |   |                                    |   |  |   |         |  



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



|                                                           |  |                 |        |   |                   |   |        |  
|---------------------------------------------------------- |  | --------------- | ------ | - | ----------------- | - | ------ | -
|                                                           |  | October 2, 2005 |        |   | December 31, 2004 |  
|Foreign currency translation adjustments                   |  | $               | 5,677  |   |                   | $ | 10,504 |  
|Minimum pension liability adjustments, net of income taxes |  |                 | (6,902 | ) |                   |   | (6,902 | )
|Unrealized investment gain, net of income taxes            |  |                 | 694    |   |                   |   | 435    |  
|Unrealized gain on cash flow hedge, net of income taxes    |  |                 | 3,661  |   |                   |   | 2,552  |  
|                                                           |  |                 |        |   |                   |   |        |  
|Accumulated other comprehensive income                     |  | $               | 3,130  |   |                   | $ | 6,589  |  
|                                                           |  |                 |        |   |                   |   |        |  



(16) RELATED PARTY TRANSACTIONS



Robert L. Hulseman, who is John F. Hulsemans
brother and the husband of Sheila M. Hulseman, and is the Chairman and Chief Executive Officer of the Company, received salary and benefits of $276,367 and $276,250 for the thirteen weeks ended October 2, 2005 and the three months ended
September 30, 2004, respectively. He received salary and benefits of $841,795 and $828,617 for the thirty-nine weeks ended October 2, 2005 and the nine months ended September 30, 2004, respectively. John F. Hulseman, who is
Robert L. Hulsemans brother and the husband of Georgia S. Hulseman, and is the Vice Chairman of the Company, received salary and benefits of $276,367 and $276,250 for the thirteen weeks ended October 2, 2005 and the three months
ended September 30, 2004, respectively. He received salary and benefits of $828,933 and $828,617 for the thirty-nine weeks ended October 2, 2005 and the nine months ended September 30, 2004, respectively. Sheila M. Hulseman and
Georgia S. Hulseman are also Directors on the Companys Board.



In the first quarter of 2004, SCIC paid to Vestar a one-time $4.0 million advisory fee and reimbursed specified out of pocket expenses to Vestar. Also in the first quarter of 2004, the Company and SCIC entered into a management
agreement with SCC Holding providing for, among other things, the payment by SCIC of an annual advisory fee of $2.5 million. At the same time, SCIC entered into a management agreement with Vestar pursuant to which SCIC will pay Vestar an
$800,000 annual advisory fee, plus reimbursement of its expenses. Pursuant to these management agreements, the Company incurred $2.5 million and $2.0 million of expense for advisory fees for the thirty-nine weeks ended October 2, 2005 and the
nine months ended September 30, 2004, respectively.



17



---

(17) SEGMENTS



The Company manages and evaluates its operations in three reportable segments: North America, Europe and Asia-Pacific. All of these segments produce a
broad array of disposable food service products, which are available in paper, plastic and foam. The operating segments are managed separately based on the products and requirements of the different markets. North America includes all U.S. entities,
Canada, Mexico, Corporate and Puerto Rico; Europe includes all U.K. entities and Denmark; and Asia-Pacific includes all Japanese entities and Australia; Other includes Panama.



The accounting policies of the operating segments are the same as those described in Note 2 to the consolidated financial
statements in the Companys 2004 Form 10-K. Segment operating results are measured based on operating income. Intersegment net sales are accounted for on an arms length pricing basis.



|                                        |  |              |           |        |   |              |  |       |        |               |   |               |  |   |           |  |   |         |   |  |   |          
|--------------------------------------- |  | ------------ | --------- | ------ | - | ------------ |  | ----- | ------ | ------------- | - | ------------- |  | - | --------- |  | - | ------- | - |  | - | ---------
|(in thousands)                          |  | NorthAmerica |           | Europe |   | Asia-Pacific |  | Other |        | TotalSegments |   | Elimina-tions |  |   | Total    
|Thirteen weeks ended October 2, 2005    |  |              |           |        |   |              |  |       |        |               |   |               |  |   |           |  |   |         |   |  |   |          
|Net sales from external customers       |  | $            | 577,162   |        | $ | 20,607       |  | $     | 25,173 |               | $ | 2,949         |  | $ | 625,891   |  | $ | (7,680  | ) |  | $ | 618,211  
|Intersegment net sales                  |  |              | 7,646     |        |   |             |  |       |       |               |   | 34            |  |   | 7,680     |  |   | (7,680  | ) |  |   |         
|Operating income                        |  |              | 32,725    |        |   | 1,111        |  |       | 266    |               |   | 134           |  |   | 34,236    |  |   | (147    | ) |  |   | 34,089   
|                                        |  |              |           |        |   |              | 
|Thirty-nine weeks ended October 2, 2005 |  |              |           |        |   |              |  |       |        |               |   |               |  |   |           |  |   |         |   |  |   |          
|Net sales from external customers       |  | $            | 1,691,733 |        | $ | 62,426       |  | $     | 75,247 |               | $ | 8,799         |  | $ | 1,838,205 |  | $ | (19,399 | ) |  | $ | 1,818,806
|Intersegment net sales                  |  |              | 18,819    |        |   |             |  |       |       |               |   | 580           |  |   | 19,399    |  |   | (19,399 | ) |  |   |         
|Operating income                        |  |              | 42,676    |        |   | 3,150        |  |       | 1,571  |               |   | 489           |  |   | 47,886    |  |   | (128    | ) |  |   | 47,758   
|                                        |  |              |           |        |   |              | 
|At October 2, 2005                      |  |              |           |        |   |              |  |       |        |               |   |               |  |   |           |  |   |         |   |  |   |          
|Total assets                            |  | $            | 1,810,777 |        | $ | 85,250       |  | $     | 62,698 |               | $ | 11,804        |  | $ | 1,970,529 |  | $ | (46,510 | ) |  | $ | 1,924,019
|                                        |  |              |           |        |   |              | 
|Three months ended September 30, 2004   |  |              |           |        |   |              |  |       |        |               |   |               |  |   |           |  |   |         |   |  |   |          
|Net sales from external customers       |  | $            | 556,227   |        | $ | 19,136       |  | $     | 26,731 |               | $ | 2,933         |  | $ | 605,027   |  | $ | (4,462  | ) |  | $ | 600,565  
|Intersegment net sales                  |  |              | 3,936     |        |   |             |  |       |       |               |   | 526           |  |   | 4,462     |  |   | (4,462  | ) |  |   |         
|Operating income                        |  |              | 32,016    |        |   | 1,285        |  |       | 3,046  |               |   | 227           |  |   | 36,574    |  |   | (231    | ) |  |   | 36,343   
|                                        |  |              |           |        |   |              | 
|Nine months ended September 30, 2004    |  |              |           |        |   |              |  |       |        |               |   |               |  |   |           |  |   |         |   |  |   |          
|Net sales from external customers       |  | $            | 1,398,784 |        | $ | 55,085       |  | $     | 78,028 |               | $ | 8,775         |  | $ | 1,540,672 |  | $ | (14,961 | ) |  | $ | 1,525,711
|Intersegment net sales                  |  |              | 13,567    |        |   |             |  |       |       |               |   | 1,394         |  |   | 14,961    |  |   | (14,961 | ) |  |   |         
|Operating income                        |  |              | 44,263    |        |   | 4,258        |  |       | 4,876  |               |   | 640           |  |   | 54,037    |  |   | (209    | ) |  |   | 53,828   
|                                        |  |              |           |        |   |              | 
|At December 31, 2004                    |  |              |           |        |   |              |  |       |        |               |   |               |  |   |           |  |   |         |   |  |   |          
|Total assets                            |  | $            | 1,771,207 |        | $ | 90,269       |  | $     | 78,762 |               | $ | 11,822        |  | $ | 1,952,060 |  | $ | (48,274 | ) |  | $ | 1,903,786



18



---

(17) SEGMENTS (Continued)



|                                                                           |  |                                   |         |   |                                       |   |           |  
|-------------------------------------------------------------------------- |  | --------------------------------- | ------- | - | ------------------------------------- | - | --------- | -
|(in thousands)                                                             |  | Thirteenweeks endedOctober 2,2005 |         |   | Thirty-nineweeks ended October 2,2005 |  
|Revenues:                                                                  |  |                                   |         |   |                                       |   |           |  
|Total segments and other net sales                                         |  | $                                 | 625,891 |   |                                       | $ | 1,838,205 |  
|Eliminations of intersegment net sales                                     |  |                                   | (7,680  | ) |                                       |   | (19,399   | )
|                                                                           |  |                                   |         |   |                                       |   |           |  
|Total consolidated net sales                                               |  | $                                 | 618,211 |   |                                       | $ | 1,818,806 |  
|                                                                           |  |                                   |         |   |                                       |   |           |  
|Operating income:                                                          |  |                                   |         |   |                                       |   |           |  
|Total segment operating income                                             |  | $                                 | 34,236  |   |                                       | $ | 47,886    |  
|Eliminations of intersegment operating income                              |  |                                   | (147    | ) |                                       |   | (128      | )
|Interest expense, net of interest income of $32 and $220                   |  |                                   | (18,283 | ) |                                       |   | (53,565   | )
|Foreign currency exchange gain (loss), net                                 |  |                                   | 135     |   |                                       |   | (2,709    | )
|Other income, net                                                          |  |                                   | 12      |   |                                       |   | 183       |  
|                                                                           |  |                                   |         |   |                                       |   |           |  
|Total consolidated income (loss) before income taxes and minority interest |  | $                                 | 15,953  |   |                                       | $ | (8,333    | )
|                                                                           |  |                                   |         |   |                                       |   |           |  



|                                         |  |                  |           |  
|---------------------------------------- |  | ---------------- | --------- | -
|(in thousands)                           |  | AtOctober 2,2005 |          
|Assets:                                  |  |                  |           |  
|Total segments                           |  | $                | 1,970,529 |  
|Eliminations of intersegment receivables |  |                  | (46,510   | )
|                                         |  |                  |           |  
|Total consolidated assets                |  | $                | 1,924,019 |  
|                                         |  |                  |           |  



19



---

(18) GUARANTOR NOTE



On February 27, 2004, with an effective date of February 22, 2004, the Company acquired SF Holdings. The Company partially funded this
acquisition through the issuance of the 8.5% Senior Subordinated Notes. The 8.5% Senior Subordinated Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of the Companys subsidiaries. The consolidated
guarantors include: Solo Illinois; Solo Management Company; P.R. SOLO CUP, INC.; SOLO TEXAS LLC; SF Holdings Group, Inc.; Solo Cup Operating Corporation (f/k/a Sweetheart Cup Company Inc.); Lily-Canada Holding Corporation; Cupcorp, Inc.; Newcup LLC;
EMERALD LADY INC.; Solo Cup (UK) Limited; Insulpak Holdings Limited; Solo Cup Europe Limited; and Solo Manufacturing LLC. The following tables present the financial information for the guarantors and non-guarantors of the 8.5% Senior Subordinated
Notes, in accordance with Rule 3-10 of Regulation S-X:



|                                               |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|---------------------------------------------- |  | ------------------------------------------------------------------- | --------- | - | -------------- | - | ------------ |  | - | ------------ | - |  | - | ---------
|                                               |  | Condensed Consolidated Balance Sheet October 2, 2005 (In thousands)
|                                               |  | Guarantors                                                          |           |   | Non-Guarantors |   | Eliminations |  |   | Consolidated
|Assets                                         |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|Current assets:                                |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|Cash and cash equivalents                      |  | $                                                                   | 29,918    |   |                | $ | 6,511        |  | $ |             |   |  | $ | 36,429   
|Cash in escrow                                 |  |                                                                     | 15,000    |   |                |   |             |  |   |             |   |  |   | 15,000   
|Accounts receivable:                           |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|Trade                                          |  |                                                                     | 218,552   |   |                |   | 37,723       |  |   |             |   |  |   | 256,275  
|Other                                          |  |                                                                     | 35,040    |   |                |   | 918          |  |   | (14,895      | ) |  |   | 21,063   
|Inventories                                    |  |                                                                     | 356,048   |   |                |   | 27,404       |  |   | (127         | ) |  |   | 383,325  
|Deferred income taxes                          |  |                                                                     | 51,335    |   |                |   | 891          |  |   |             |   |  |   | 52,226   
|Prepaid expenses and other current assets      |  |                                                                     | 44,447    |   |                |   | 6,057        |  |   |             |   |  |   | 50,504   
|                                               |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|Total current assets                           |  |                                                                     | 750,340   |   |                |   | 79,504       |  |   | (15,022      | ) |  |   | 814,822  
|Property, plant and equipment, net             |  |                                                                     | 705,306   |   |                |   | 72,958       |  |   |             |   |  |   | 778,264  
|Goodwill and intangible assets, net            |  |                                                                     | 275,171   |   |                |   | 2,994        |  |   |             |   |  |   | 278,165  
|Other assets                                   |  |                                                                     | 100,830   |   |                |   | 3,816        |  |   | (51,878      | ) |  |   | 52,768   
|                                               |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|Total assets                                   |  | $                                                                   | 1,831,647 |   |                | $ | 159,272      |  | $ | (66,900      | ) |  | $ | 1,924,019
|                                               |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|Liabilities and Shareholders Equity           |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|Current liabilities:                           |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|Accounts payable                               |  | $                                                                   | 160,046   |   |                | $ | 37,774       |  | $ | (14,735      | ) |  | $ | 183,085  
|Accrued expenses and other current liabilities |  |                                                                     | 117,001   |   |                |   | 12,352       |  |   |             |   |  |   | 129,353  
|Short-term debt                                |  |                                                                     |          |   |                |   | 5,127        |  |   |             |   |  |   | 5,127    
|Current maturities of long-term debt           |  |                                                                     | 6,500     |   |                |   | 2,258        |  |   |             |   |  |   | 8,758    
|                                               |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|Total current liabilities                      |  |                                                                     | 283,547   |   |                |   | 57,511       |  |   | (14,735      | ) |  |   | 326,323  
|Long-term debt, net of current maturities      |  |                                                                     | 1,037,546 |   |                |   | 10,823       |  |   |             |   |  |   | 1,048,369
|Deferred income taxes                          |  |                                                                     | 40,079    |   |                |   | 6,161        |  |   |             |   |  |   | 46,240   
|Other liabilities                              |  |                                                                     | 62,855    |   |                |   | 23,033       |  |   |             |   |  |   | 85,888   
|                                               |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|Total liabilities                              |  |                                                                     | 1,424,027 |   |                |   | 97,528       |  |   | (14,735      | ) |  |   | 1,506,820
|Minority interest                              |  |                                                                     |          |   |                |   |             |  |   |             |   |  |   |         
|Shareholders equity:                          |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|Common stock                                   |  |                                                                     |          |   |                |   | 2,114        |  |   | (2,114       | ) |  |   |         
|Additional paid-in capital                     |  |                                                                     | 257,992   |   |                |   | 40,768       |  |   | (40,768      | ) |  |   | 257,992  
|Retained earnings                              |  |                                                                     | 150,846   |   |                |   | 14,514       |  |   | (9,283       | ) |  |   | 156,077  
|Accumulated other comprehensive income (loss)  |  |                                                                     | (1,218    | ) |                |   | 4,348        |  |   |             |   |  |   | 3,130    
|                                               |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|Total shareholders equity                     |  |                                                                     | 407,620   |   |                |   | 61,744       |  |   | (52,165      | ) |  |   | 417,199  
|                                               |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          
|Total liabilities and shareholders equity     |  | $                                                                   | 1,831,647 |   |                | $ | 159,272      |  | $ | (66,900      | ) |  | $ | 1,924,019
|                                               |  |                                                                     |           |   |                |   |              |  |   |              |   |  |   |          



(Continued)



20



---

(18) GUARANTOR NOTE (Continued)



|                                               |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|---------------------------------------------- |  | --------------------------------------------------------------------- | --------- | --------------- | - | ------------ |  | - | ------------ | - |  | - | ---------
|                                               |  | Condensed Consolidated Balance Sheet December 31, 2004 (In thousands)
|                                               |  | Guarantors                                                            |           | Non- Guarantors |   | Eliminations |  |   | Consolidated
|Assets                                         |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|Current assets:                                |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|Cash and cash equivalents                      |  | $                                                                     | 9,541     |                 | $ | 6,314        |  | $ |             |   |  | $ | 15,855   
|Cash in escrow                                 |  |                                                                       | 15,000    |                 |   |             |  |   |             |   |  |   | 15,000   
|Accounts receivable:                           |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|Trade                                          |  |                                                                       | 183,583   |                 |   | 38,963       |  |   |             |   |  |   | 222,546  
|Other                                          |  |                                                                       | 31,606    |                 |   | 2,385        |  |   | (7,037       | ) |  |   | 26,954   
|Inventories                                    |  |                                                                       | 332,725   |                 |   | 19,820       |  |   | (168         | ) |  |   | 352,377  
|Deferred income taxes                          |  |                                                                       | 51,333    |                 |   | 1,261        |  |   |             |   |  |   | 52,594   
|Prepaid expenses and other current assets      |  |                                                                       | 40,884    |                 |   | 6,327        |  |   |             |   |  |   | 47,211   
|                                               |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|Total current assets                           |  |                                                                       | 664,672   |                 |   | 75,070       |  |   | (7,205       | ) |  |   | 732,537  
|Property, plant and equipment, net             |  |                                                                       | 758,204   |                 |   | 70,546       |  |   |             |   |  |   | 828,750  
|Goodwill and intangible assets                 |  |                                                                       | 274,047   |                 |   | 3,233        |  |   |             |   |  |   | 277,280  
|Restricted cash                                |  |                                                                       | 1,905     |                 |   |             |  |   |             |   |  |   | 1,905    
|Other assets                                   |  |                                                                       | 110,923   |                 |   | 4,147        |  |   | (51,756      | ) |  |   | 63,314   
|                                               |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|Total assets                                   |  | $                                                                     | 1,809,751 |                 | $ | 152,996      |  | $ | (58,961      | ) |  | $ | 1,903,786
|                                               |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|Liabilities and Shareholders Equity           |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|Current liabilities:                           |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|Accounts payable                               |  | $                                                                     | 131,621   |                 | $ | 25,903       |  | $ | (7,041       | ) |  | $ | 150,483  
|Accrued expenses and other current liabilities |  |                                                                       | 150,725   |                 |   | 16,449       |  |   |             |   |  |   | 167,174  
|Short-term debt                                |  |                                                                       |          |                 |   | 3,603        |  |   |             |   |  |   | 3,603    
|Current maturities of long-term debt           |  |                                                                       | 6,500     |                 |   | 3,278        |  |   |             |   |  |   | 9,778    
|                                               |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|Total current liabilities                      |  |                                                                       | 288,846   |                 |   | 49,233       |  |   | (7,041       | ) |  |   | 331,038  
|Long-term debt, less current maturities        |  |                                                                       | 975,992   |                 |   | 28,755       |  |   |             |   |  |   | 1,004,747
|Deferred income taxes                          |  |                                                                       | 56,405    |                 |   | 2,025        |  |   |             |   |  |   | 58,430   
|Other liabilities                              |  |                                                                       | 73,419    |                 |   | 7,929        |  |   |             |   |  |   | 81,348   
|                                               |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|Total liabilities                              |  |                                                                       | 1,394,662 |                 |   | 87,942       |  |   | (7,041       | ) |  |   | 1,475,563
|Minority interest                              |  |                                                                       |          |                 |   | 1,073        |  |   |             |   |  |   | 1,073    
|Shareholders equity:                          |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|Common stock                                   |  |                                                                       |          |                 |   | 2,114        |  |   | (2,114       | ) |  |   |         
|Additional paid-in capital                     |  |                                                                       | 259,080   |                 |   | 40,769       |  |   | (40,769      | ) |  |   | 259,080  
|Retained earnings                              |  |                                                                       | 153,887   |                 |   | 16,631       |  |   | (9,037       | ) |  |   | 161,481  
|Accumulated other comprehensive income         |  |                                                                       | 2,122     |                 |   | 4,467        |  |   |             |   |  |   | 6,589    
|                                               |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|Total shareholders equity                     |  |                                                                       | 415,089   |                 |   | 63,981       |  |   | (51,920      | ) |  |   | 427,150  
|                                               |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          
|Total liabilities and shareholders equity     |  | $                                                                     | 1,809,751 |                 | $ | 152,996      |  | $ | (58,961      | ) |  | $ | 1,903,786
|                                               |  |                                                                       |           |                 |   |              |  |   |              |   |  |   |          



(Continued)



21



---

(18) GUARANTOR NOTE (Continued)



|                                                     |  |                                                                                           |         |   |                 |   |        |              |  |   |              |   |  |   |         |  
|---------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ------- | - | --------------- | - | ------ | ------------ |  | - | ------------ | - |  | - | ------- | -
|                                                     |  | Consolidated Statement of Operations Thirteen weeks ended October 2, 2005 (In thousands)  |        
|                                                     |  | Guarantors                                                                                |         |   | Non- Guarantors |   |        | Eliminations |  |   | Consolidated |  
|Net sales                                            |  | $                                                                                         | 571,328 |   |                 | $ | 69,066 |              |  | $ | (22,183      | ) |  | $ | 618,211 |  
|Cost of goods sold                                   |  |                                                                                           | 484,940 |   |                 |   | 64,466 |              |  |   | (22,270      | ) |  |   | 527,136 |  
|                                                     |  |                                                                                           |         |   |                 |   |        |              |  |   |              |   |  |   |         |  
|Gross profit                                         |  |                                                                                           | 86,388  |   |                 |   | 4,600  |              |  |   | 87           |   |  |   | 91,075  |  
|Selling, general and administrative expenses         |  |                                                                                           | 60,079  |   |                 |   | 4,037  |              |  |   | (44          | ) |  |   | 64,072  |  
|(Gain) loss on sale of property, plant and equipment |  |                                                                                           | (7,106  | ) |                 |   | 20     |              |  |   |             |   |  |   | (7,086  | )
|                                                     |  |                                                                                           |         |   |                 |   |        |              |  |   |              |   |  |   |         |  
|Operating income                                     |  |                                                                                           | 33,415  |   |                 |   | 543    |              |  |   | 131          |   |  |   | 34,089  |  
|Interest expense, net                                |  |                                                                                           | 17,853  |   |                 |   | 430    |              |  |   |             |   |  |   | 18,283  |  
|Foreign currency exchange loss (gain), net           |  |                                                                                           | 93      |   |                 |   | (228   | )            |  |   |             |   |  |   | (135    | )
|Other (income) expense, net                          |  |                                                                                           | (8,141  | ) |                 |   | (13    | )            |  |   | 8,142        |   |  |   | (12     | )
|                                                     |  |                                                                                           |         |   |                 |   |        |              |  |   |              |   |  |   |         |  
|Income before income taxes and minority interest     |  |                                                                                           | 23,610  |   |                 |   | 354    |              |  |   | (8,011       | ) |  |   | 15,953  |  
|Income tax provision                                 |  |                                                                                           | 6,151   |   |                 |   | 1,043  |              |  |   |             |   |  |   | 7,194   |  
|Minority interest                                    |  |                                                                                           |        |   |                 |   | (460   | )            |  |   |             |   |  |   | (460    | )
|                                                     |  |                                                                                           |         |   |                 |   |        |              |  |   |              |   |  |   |         |  
|Net income (loss)                                    |  | $                                                                                         | 17,459  |   |                 | $ | (229   | )            |  | $ | (8,011       | ) |  | $ | 9,219   |  
|                                                     |  |                                                                                           |         |   |                 |   |        |              |  |   |              |   |  |   |         |  
|                                                     | 
|                                                     |  | Consolidated Statement of Operations Three Months Ended September 30, 2004 (In thousands) |        
|                                                     |  | Guarantors                                                                                |         |   | Non- Guarantors |   |        | Eliminations |  |   | Consolidated |  
|Net sales                                            |  | $                                                                                         | 550,737 |   |                 | $ | 56,288 |              |  | $ | (6,460       | ) |  | $ | 600,565 |  
|Cost of goods sold                                   |  |                                                                                           | 463,159 |   |                 |   | 46,652 |              |  |   | (6,466       | ) |  |   | 503,345 |  
|                                                     |  |                                                                                           |         |   |                 |   |        |              |  |   |              |   |  |   |         |  
|Gross profit                                         |  |                                                                                           | 87,578  |   |                 |   | 9,636  |              |  |   | 6            |   |  |   | 97,220  |  
|Selling, general and administrative expenses         |  |                                                                                           | 60,976  |   |                 |   | 5,051  |              |  |   | 42           |   |  |   | 66,069  |  
|Gain on sale of property, plant and equipment        |  |                                                                                           | (5,192  | ) |                 |   |       |              |  |   |             |   |  |   | (5,192  | )
|                                                     |  |                                                                                           |         |   |                 |   |        |              |  |   |              |   |  |   |         |  
|Operating income                                     |  |                                                                                           | 31,794  |   |                 |   | 4,585  |              |  |   | (36          | ) |  |   | 36,343  |  
|Interest expense, net                                |  |                                                                                           | 15,166  |   |                 |   | 645    |              |  |   |             |   |  |   | 15,811  |  
|Foreign currency exchange loss (gain), net           |  |                                                                                           | 1,265   |   |                 |   | (991   | )            |  |   |             |   |  |   | 274     |  
|Other expense (income), net                          |  |                                                                                           | (44     | ) |                 |   | (66    | )            |  |   |             |   |  |   | (110    | )
|                                                     |  |                                                                                           |         |   |                 |   |        |              |  |   |              |   |  |   |         |  
|Income before income taxes and minority interest     |  |                                                                                           | 15,407  |   |                 |   | 4,997  |              |  |   | (36          | ) |  |   | 20,368  |  
|Income tax provision                                 |  |                                                                                           | 6,323   |   |                 |   | 1,856  |              |  |   | 22           |   |  |   | 8,201   |  
|Minority interest                                    |  |                                                                                           |        |   |                 |   | 82     |              |  |   |             |   |  |   | 82      |  
|                                                     |  |                                                                                           |         |   |                 |   |        |              |  |   |              |   |  |   |         |  
|Net income                                           |  | $                                                                                         | 9,084   |   |                 | $ | 3,059  |              |  | $ | (58          | ) |  | $ | 12,085  |  
|                                                     |  |                                                                                           |         |   |                 |   |        |              |  |   |              |   |  |   |         |  



(Continued)



22



---

(18) GUARANTOR NOTE (Continued)



|                                                        |  |                                                                                             |           |   |                 |   |         |              |  |   |              |   |  |   |           |  
|------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | --------- | - | --------------- | - | ------- | ------------ |  | - | ------------ | - |  | - | --------- | -
|                                                        |  | Consolidated Statement of Operations Thirty-nine weeks ended October 2, 2005 (In thousands) |          
|                                                        |  | Guarantors                                                                                  |           |   | Non- Guarantors |   |         | Eliminations |  |   | Consolidated |  
|Net sales                                               |  | $                                                                                           | 1,670,818 |   |                 | $ | 200,417 |              |  | $ | (52,429      | ) |  | $ | 1,818,806 |  
|Cost of goods sold                                      |  |                                                                                             | 1,460,620 |   |                 |   | 176,618 |              |  |   | (52,052      | ) |  |   | 1,585,186 |  
|                                                        |  |                                                                                             |           |   |                 |   |         |              |  |   |              |   |  |   |           |  
|Gross profit                                            |  |                                                                                             | 210,198   |   |                 |   | 23,799  |              |  |   | (377         | ) |  |   | 233,620   |  
|Selling, general and administrative expenses            |  |                                                                                             | 177,586   |   |                 |   | 14,712  |              |  |   | (131         | ) |  |   | 192,167   |  
|(Gain) loss on sale of property, plant and equipment    |  |                                                                                             | (6,328    | ) |                 |   | 23      |              |  |   |             |   |  |   | (6,305    | )
|                                                        |  |                                                                                             |           |   |                 |   |         |              |  |   |              |   |  |   |           |  
|Operating income                                        |  |                                                                                             | 38,940    |   |                 |   | 9,064   |              |  |   | (246         | ) |  |   | 47,758    |  
|Interest expense, net                                   |  |                                                                                             | 52,173    |   |                 |   | 1,392   |              |  |   |             |   |  |   | 53,565    |  
|Foreign currency exchange loss (gain), net              |  |                                                                                             | 3,882     |   |                 |   | (1,173  | )            |  |   |             |   |  |   | 2,709     |  
|Other (income) expense, net                             |  |                                                                                             | (8,138    | ) |                 |   | (187    | )            |  |   | 8,142        |   |  |   | (183      | )
|                                                        |  |                                                                                             |           |   |                 |   |         |              |  |   |              |   |  |   |           |  
|Income (loss) before income taxes and minority interest |  |                                                                                             | (8,977    | ) |                 |   | 9,032   |              |  |   | (8,388       | ) |  |   | (8,333    | )
|Income tax (benefit) provision                          |  |                                                                                             | (5,936    | ) |                 |   | 3,416   |              |  |   |             |   |  |   | (2,520    | )
|Minority interest                                       |  |                                                                                             |          |   |                 |   | (409    | )            |  |   |             |   |  |   | (409      | )
|                                                        |  |                                                                                             |           |   |                 |   |         |              |  |   |              |   |  |   |           |  
|Net income (loss)                                       |  | $                                                                                           | (3,041    | ) |                 | $ | 6,025   |              |  | $ | (8,388       | ) |  | $ | (5,404    | )
|                                                        |  |                                                                                             |           |   |                 |   |         |              |  |   |              |   |  |   |           |  
|                                                        | 
|                                                        |  | Consolidated Statement of Operations Nine months ended September 30, 2004 (In thousands)    |          
|                                                        |  | Guarantors                                                                                  |           |   | Non- Guarantors |   |         | Eliminations |  |   | Consolidated |  
|Net sales                                               |  | $                                                                                           | 1,392,456 |   |                 | $ | 153,336 |              |  | $ | (20,081      | ) |  | $ | 1,525,711 |  
|Cost of goods sold                                      |  |                                                                                             | 1,198,479 |   |                 |   | 127,829 |              |  |   | (19,975      | ) |  |   | 1,306,333 |  
|                                                        |  |                                                                                             |           |   |                 |   |         |              |  |   |              |   |  |   |           |  
|Gross profit                                            |  |                                                                                             | 193,977   |   |                 |   | 25,507  |              |  |   | (106         | ) |  |   | 219,378   |  
|Selling, general and administrative expenses            |  |                                                                                             | 157,809   |   |                 |   | 14,225  |              |  |   | (82          | ) |  |   | 171,952   |  
|Gain on sale of property, plant and equipment           |  |                                                                                             | (6,402    | ) |                 |   |        |              |  |   |             |   |  |   | (6,402    | )
|                                                        |  |                                                                                             |           |   |                 |   |         |              |  |   |              |   |  |   |           |  
|Operating income                                        |  |                                                                                             | 42,570    |   |                 |   | 11,282  |              |  |   | (24          | ) |  |   | 53,828    |  
|Interest expense, net                                   |  |                                                                                             | 37,414    |   |                 |   | 1,670   |              |  |   |             |   |  |   | 39,084    |  
|Prepayment penalties                                    |  |                                                                                             | 30,690    |   |                 |   |        |              |  |   |             |   |  |   | 30,690    |  
|Foreign currency exchange loss (gain), net              |  |                                                                                             | 821       |   |                 |   | (922    | )            |  |   |             |   |  |   | (101      | )
|Other expense, net                                      |  |                                                                                             | 921       |   |                 |   | 569     |              |  |   |             |   |  |   | 1,490     |  
|                                                        |  |                                                                                             |           |   |                 |   |         |              |  |   |              |   |  |   |           |  
|Income (loss) before income taxes and minority interest |  |                                                                                             | (27,276   | ) |                 |   | 9,965   |              |  |   | (24          | ) |  |   | (17,335   | )
|Income tax provision                                    |  |                                                                                             | 18,421    |   |                 |   | 4,461   |              |  |   | (2           | ) |  |   | 22,880    |  
|Minority interest                                       |  |                                                                                             |          |   |                 |   | 198     |              |  |   |             |   |  |   | 198       |  
|                                                        |  |                                                                                             |           |   |                 |   |         |              |  |   |              |   |  |   |           |  
|Net income (loss)                                       |  | $                                                                                           | (45,697   | ) |                 | $ | 5,306   |              |  | $ | (22          | ) |  | $ | (40,413   | )
|                                                        |  |                                                                                             |           |   |                 |   |         |              |  |   |              |   |  |   |           |  



(Continued)



23



---

(18) GUARANTOR NOTE (Continued)



|                                                              |  |                                                                                                       |         |   |                |   |        |              |  |   |         |  
|------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------- | ------- | - | -------------- | - | ------ | ------------ |  | - | ------- | -
|                                                              |  | Condensed Consolidated Statement of Cash Flows Thirty-nine weeks ended October 2, 2005 (In thousands) |        
|                                                              |  | Guarantors                                                                                            |         |   | Non-Guarantors |   |        | Consolidated | 
|CASH FLOWS FROM OPERATING ACTIVITIES                          |  |                                                                                                       |         |   |                |   |        |              |  |   |         |  
|                                                              |  |                                                                                                       |        
|Net cash (used in) provided by operating activities           |  | $                                                                                                     | (6,443  | ) |                | $ | 7,949  |              |  | $ | 1,506   |  
|                                                              |  |                                                                                                       |        
|CASH FLOWS FROM INVESTING ACTIVITIES                          |  |                                                                                                       |         |   |                |   |        |              |  |   |         |  
|                                                              |  |                                                                                                       |        
|Payment for business acquisitions, net of cash acquired       |  |                                                                                                       |        |   |                |   | (368   | )            |  |   | (368    | )
|Purchase of property, plant and equipment                     |  |                                                                                                       | (38,492 | ) |                |   | (6,656 | )            |  |   | (45,148 | )
|Proceeds from sale of property, plant and equipment           |  |                                                                                                       | 20,440  |   |                |   | 8      |              |  |   | 20,448  |  
|                                                              |  |                                                                                                       |         |   |                |   |        |              |  |   |         |  
|Net cash used in investing activities                         |  |                                                                                                       | (18,052 | ) |                |   | (7,016 | )            |  |   | (25,068 | )
|                                                              |  |                                                                                                       |        
|CASH FLOWS FROM FINANCING ACTIVITIES                          |  |                                                                                                       |         |   |                |   |        |              |  |   |         |  
|                                                              |  |                                                                                                       |        
|Net borrowings (repayments) under revolving credit facilities |  |                                                                                                       | 50,073  |   |                |   | (923   | )            |  |   | 49,150  |  
|Contribution of capital from parent                           |  |                                                                                                       | 100     |   |                |   |       |              |  |   | 100     |  
|Return of capital to parent                                   |  |                                                                                                       | (1,267  | ) |                |   |       |              |  |   | (1,267  | )
|Repayments of the term notes                                  |  |                                                                                                       | (4,869  | ) |                |   | (1,175 | )            |  |   | (6,044  | )
|Net borrowings of other debt                                  |  |                                                                                                       |        |   |                |   | 1,360  |              |  |   | 1,360   |  
|Debt issuance costs                                           |  |                                                                                                       | (969    | ) |                |   | 1      |              |  |   | (968    | )
|Decrease in restricted cash                                   |  |                                                                                                       | 1,905   |   |                |   |       |              |  |   | 1,905   |  
|                                                              |  |                                                                                                       |         |   |                |   |        |              |  |   |         |  
|Net cash provided by (used in) financing activities           |  |                                                                                                       | 44,973  |   |                |   | (737   | )            |  |   | 44,236  |  
|                                                              |  |                                                                                                       |        
|Effect of exchange rate changes on cash                       |  |                                                                                                       | (101    | ) |                |   | 1      |              |  |   | (100    | )
|                                                              |  |                                                                                                       |         |   |                |   |        |              |  |   |         |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS                     |  |                                                                                                       | 20,377  |   |                |   | 197    |              |  |   | 20,574  |  
|                                                              |  |                                                                                                       |        
|Cash and cash equivalents, beginning of period                |  |                                                                                                       | 9,541   |   |                |   | 6,314  |              |  |   | 15,855  |  
|                                                              |  |                                                                                                       |         |   |                |   |        |              |  |   |         |  
|Cash and cash equivalents, end of period                      |  | $                                                                                                     | 29,918  |   |                | $ | 6,511  |              |  | $ | 36,429  |  
|                                                              |  |                                                                                                       |         |   |                |   |        |              |  |   |         |  



(Continued)



24



---

(18) GUARANTOR NOTE (Continued)



|                                                        |  |                                                                                                    |          |   |                |   |        |              |  |   |          |  
|------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------- | -------- | - | -------------- | - | ------ | ------------ |  | - | -------- | -
|                                                        |  | Condensed Consolidated Statement of Cash Flows Nine months ended September 30, 2004 (In thousands) |         
|                                                        |  | Guarantors                                                                                         |          |   | Non-Guarantors |   |        | Consolidated | 
|CASH FLOWS FROM OPERATING ACTIVITIES                    |  |                                                                                                    |          |   |                |   |        |              |  |   |          |  
|                                                        |  |                                                                                                    |         
|Net cash (used in) provided by operating activities     |  | $                                                                                                  | (70,618  | ) |                | $ | 12,538 |              |  | $ | (58,080  | )
|                                                        |  |                                                                                                    |         
|CASH FLOWS FROM INVESTING ACTIVITIES                    |  |                                                                                                    |          |   |                |   |        |              |  |   |          |  
|                                                        |  |                                                                                                    |         
|Payment for business acquisition, net of cash acquired  |  |                                                                                                    | (877,196 | ) |                |   |       |              |  |   | (877,196 | )
|Purchase of property, plant and equipment               |  |                                                                                                    | (22,049  | ) |                |   | (4,050 | )            |  |   | (26,099  | )
|Proceeds from sale of property, plant and equipment     |  |                                                                                                    | 8,639    |   |                |   | 267    |              |  |   | 8,906    |  
|Increase in cash in escrow                              |  |                                                                                                    | (4,997   | ) |                |   |       |              |  |   | (4,997   | )
|                                                        |  |                                                                                                    |          |   |                |   |        |              |  |   |          |  
|Net cash used in investing activities                   |  |                                                                                                    | (895,603 | ) |                |   | (3,783 | )            |  |   | (899,386 | )
|                                                        |  |                                                                                                    |         
|CASH FLOWS FROM FINANCING ACTIVITIES                    |  |                                                                                                    |          |   |                |   |        |              |  |   |          |  
|                                                        |  |                                                                                                    |         
|Net borrowings under revolving credit facilities        |  |                                                                                                    | 60,801   |   |                |   | 866    |              |  |   | 61,667   |  
|Borrowings under the term notes                         |  |                                                                                                    | 650,000  |   |                |   |       |              |  |   | 650,000  |  
|Borrowings under the 8.5% Senior Subordinated Notes     |  |                                                                                                    | 325,000  |   |                |   |       |              |  |   | 325,000  |  
|Borrowings under the Securitization Facility            |  |                                                                                                    | 5,000    |   |                |   |       |              |  |   | 5,000    |  
|Borrowings under the 364-day revolving credit agreement |  |                                                                                                    | 16,500   |   |                |   |       |              |  |   | 16,500   |  
|Proceeds from sale of common stock                      |  |                                                                                                    | 230,463  |   |                |   |       |              |  |   | 230,463  |  
|Repayments of the 7.08% Senior Notes                    |  |                                                                                                    | (160,000 | ) |                |   |       |              |  |   | (160,000 | )
|Repayments of the 3.67% Yen-denominated Senior Notes    |  |                                                                                                    | (44,170  | ) |                |   |       |              |  |   | (44,170  | )
|Repayments of interest rate swap                        |  |                                                                                                    | (1,656   | ) |                |   |       |              |  |   | (1,656   | )
|Repayments of the Securitization Facility               |  |                                                                                                    | (27,800  | ) |                |   |       |              |  |   | (27,800  | )
|Repayments of the 364-day revolving credit agreement    |  |                                                                                                    | (29,500  | ) |                |   |       |              |  |   | (29,500  | )
|Repayments of the term notes                            |  |                                                                                                    | (3,250   | ) |                |   |       |              |  |   | (3,250   | )
|Repayments of other debt                                |  |                                                                                                    | (658     | ) |                |   | (1,776 | )            |  |   | (2,434   | )
|Debt issuance costs                                     |  |                                                                                                    | (32,817  | ) |                |   | (194   | )            |  |   | (33,011  | )
|Dividends paid                                          |  |                                                                                                    | (13,000  | ) |                |   |       |              |  |   | (13,000  | )
|Decrease in restricted cash                             |  |                                                                                                    | 234      |   |                |   |       |              |  |   | 234      |  
|                                                        |  |                                                                                                    |          |   |                |   |        |              |  |   |          |  
|Net cash provided by (used in) financing activities     |  |                                                                                                    | 975,147  |   |                |   | (1,104 | )            |  |   | 974,043  |  
|                                                        |  |                                                                                                    |         
|Effect of exchange rate changes on cash                 |  |                                                                                                    | 29       |   |                |   | (1     | )            |  |   | 28       |  
|                                                        |  |                                                                                                    |          |   |                |   |        |              |  |   |          |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS               |  |                                                                                                    | 8,955    |   |                |   | 7,650  |              |  |   | 16,605   |  
|                                                        |  |                                                                                                    |         
|Cash and cash equivalents, beginning of period          |  |                                                                                                    | 1,987    |   |                |   | 1,282  |              |  |   | 3,269    |  
|                                                        |  |                                                                                                    |          |   |                |   |        |              |  |   |          |  
|Cash and cash equivalents, end of period                |  | $                                                                                                  | 10,942   |   |                | $ | 8,932  |              |  | $ | 19,874   |  
|                                                        |  |                                                                                                    |          |   |                |   |        |              |  |   |          |  



25



---

(19) SUBSEQUENT EVENTS



Property sale



In November 2005, the Company received proceeds of approximately $1.3 million for the sale of one of the plants closed in connection with the integration
of SF Holdings. The net book value of this plant of approximately $1.3 million is classified in other current assets in the Companys Consolidated Balance Sheet as of October 2, 2005.



Debt amendment



On October 14, 2005, the Company and SCIC entered into an Amendment
No. 2 to the Senior Credit Facility, as amended by Amendment No. 1, dated as of March 31, 2005.



Amendment No. 2 established two different levels for determining the applicable borrowing margin interest rate that the Company would pay on its term
loan based upon the respective ratings the Company receives from Moodys and Standard & Poors. Level 1 is 2.25% for Eurodollar rate loans and 1.25% for base rate loans, when Moodys rating on the Company is at least B1 and
Standard & Poors rating is at least B+. Level 2 is 2.50% for Eurodollar rate loans and 1.50% for base rate loans, when Moodys rating on the Company is below B1 and Standard & Poors rating is below B+. If the
Company only receives a change in rating from one agency or if the agencies ratings are split across pricing levels 1 and 2, then the Company will pay interest at level 2 pricing. Prior to Amendment No. 2, on October 6, 2005,
Moodys changed its rating on the Company from B1 to B2; therefore, the Company began paying level 2 pricing effective with Amendment No. 2.



Amendment No. 2 also revised the ratios of the financial covenants that the Company is required to maintain by allowing lower ratios of Consolidated
EBITDA to Consolidated Cash Interest Expense in certain quarters, and by allowing higher ratios of Average Total Debt to Consolidated EBITDA in certain quarters (all as such capitalized terms are defined in the original Senior Credit Facility), in
each case as set forth in the amendment filed as Exhibit 99.1 in Form 8-K, dated October 14, 2005.



26



---

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



Refer to the Companys 2004 Form 10-K for
managements discussion and analysis of the financial condition and results of operations of the Company and its subsidiaries for the year ended December 31, 2004. The following is managements discussion and analysis of the financial
condition and results of operations of the Company for the thirteen and thirty-nine weeks ended October 2, 2005.



On February 27, 2004, with an effective date of February 22, 2004, we acquired 100.0% of the outstanding capital stock of SF Holdings Group,
Inc. (SF Holdings Acquisition). In 2004, our consolidated financial position and results of operations include the accounts of SF Holdings for the period from February 22, 2004. Our discussion of the year to date results for 2005
compared to 2004 is partially driven by the effect of the SF Holdings Acquisition. Amounts for the nine months ended September 30, 2004 include the results of SF Holdings from February 22, 2004. Amounts for the thirty-nine weeks ended
October 2, 2005 include the results of SF Holdings for the entire period.



Refer to the Companys 2004 Form 10-K for managements discussion and analysis, which includes a discussion of integration activities related to the SF Holdings Acquisition.



General



We are a leading global producer and marketer of disposable foodservice products and have served our industry for over 60
years. We manufacture one of the broadest product lines of cups, lids, food containers, plates, bowls, portion cups, stirrers, straws, cutlery, napkins, placemats, tablecovers and food packaging containers in the industry, with products available in
plastic, paper and foam. We are recognized for product innovation and customer service, and our products are known for their quality, reliability and consistency. Our products are marketed primarily under the Solo®and Sweetheart®brands, as well as Jack Frost®, Trophy®, Hoffmaster®, and Creative
Expressions®. We are one of the leading suppliers of branded disposable cups and plastic
plates and bowls to consumer customers in the United States. In addition to our branded products, we provide a majority of our product lines to our customers under private label. We currently operate manufacturing facilities and warehouse
distribution centers in North America, Japan, the United Kingdom and Panama, and we sell our products worldwide.



As reported in the Companys Form 8-K filed with the SEC on June 24, 2005, the Companys Board of Directors approved a change in the
Companys fiscal year from the year ended December 31 to the 52- or 53-week period ending on the last Sunday in December except that fiscal year 2005 will end on January 1, 2006. All subsequent fiscal years will end on the last Sunday
in December.



27



---

Thirteen Weeks Ended October 2, 2005 Compared to the Three Months Ended September 30, 2004



|                                                 |  |                                   |         |   |                                     |   |         |                           |  |   |         |   |  |       |   
|------------------------------------------------ |  | --------------------------------- | ------- | - | ----------------------------------- | - | ------- | ------------------------- |  | - | ------- | - |  | ----- | --
|(In thousands)                                   |  | Thirteenweeks endedOctober 2,2005 |         |   | Three monthsended September 30,2004 |   |         | Favorable / (Unfavorable) | 
|                                                 |  |                                   | $       |   |                                     | % |        
|Net sales                                        |  | $                                 | 618,211 |   |                                     | $ | 600,565 |                           |  | $ | 17,646  |   |  | 2.9   | % 
|Cost of goods sold                               |  |                                   | 527,136 |   |                                     |   | 503,345 |                           |  |   | (23,791 | ) |  | (4.7  | ) 
|                                                 |  |                                   |         |   |                                     |   |         |                           |  |   |         |   |  |       |   
|Gross profit                                     |  |                                   | 91,075  |   |                                     |   | 97,220  |                           |  |   | (6,145  | ) |  | (6.3  | ) 
|                                                 |  |                                   |         |  
|Selling, general and administrative expenses     |  |                                   | 64,072  |   |                                     |   | 66,069  |                           |  |   | 1,997   |   |  | 3.0   |   
|Gain on sale of property, plant and equipment    |  |                                   | (7,086  | ) |                                     |   | (5,192  | )                         |  |   | 1,894   |   |  | 36.5  |   
|                                                 |  |                                   |         |   |                                     |   |         |                           |  |   |         |   |  |       |   
|Operating income                                 |  |                                   | 34,089  |   |                                     |   | 36,343  |                           |  |   | (2,254  | ) |  | (6.2  | ) 
|                                                 |  |                                   |         |  
|Interest expense, net                            |  |                                   | 18,283  |   |                                     |   | 15,811  |                           |  |   | (2,472  | ) |  | (15.6 | ) 
|Foreign currency exchange loss (gain), net       |  |                                   | (135    | ) |                                     |   | 274     |                           |  |   | 409     |   |  | *     |   
|Other (income) expense, net                      |  |                                   | (12     | ) |                                     |   | (110    | )                         |  |   | (98     | ) |  | (89.1 | ) 
|                                                 |  |                                   |         |   |                                     |   |         |                           |  |   |         |   |  |       |   
|Income before income taxes and minority interest |  |                                   | 15,953  |   |                                     |   | 20,368  |                           |  |   | (4,415  | ) |  | (21.7 | ) 
|                                                 |  |                                   |         |  
|Income tax provision                             |  |                                   | 7,194   |   |                                     |   | 8,201   |                           |  |   | 1,007   |   |  | 12.3  |   
|Minority interest                                |  |                                   | (460    | ) |                                     |   | 82      |                           |  |   | 542     |   |  | *     |   
|                                                 |  |                                   |         |   |                                     |   |         |                           |  |   |         |   |  |       |   
|Net income                                       |  | $                                 | 9,219   |   |                                     | $ | 12,085  |                           |  | $ | (2,866  | ) |  | (23.7 | )%
|                                                 |  |                                   |         |   |                                     |   |         |                           |  |   |         |   |  |       |   

---

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



Net sales increased $17.6 million, or 2.9%, for the thirteen weeks ended October 2, 2005 compared to the prior year period. The increase in net sales
reflected a 2.9% increase in average realized sales price as compared to the three months ended September 30, 2004. The increase in average realized sales price reflects pricing increases implemented in response to higher raw material costs,
which were limited by competitive pressures.



For the thirteen
weeks ended October 2, 2005, gross profit decreased $6.1 million compared to the prior year period. As a percentage of net sales, gross profit was 14.7% in the third quarter of 2005 versus 16.2% in the third quarter of 2004. The decrease in
gross profit was driven by higher raw material costs, primarily for plastic resins, and increased transportation costs. Following recent hurricane activity in the Gulf Coast region of the United States, petrochemical supplies have tightened which
has forced some of our suppliers to enforce higher polymer prices and limit deliveries by declaring force majeure. In addition, limited petrochemical supplies negatively impacted transportation and freight costs.



Selling, general and administrative expenses decreased for the thirteen weeks
ended October 2, 2005 compared to the three months ended September 30, 2004. As a percentage of net sales, selling, general and administrative expenses were 10.4% in the third quarter of 2005 versus 11.0% in the third quarter of 2004. The
decrease primarily reflects the benefit from consolidating our administrative functions and reorganizing our sales force subsequent to the SF Holdings Acquisition. Integration costs for the thirteen weeks ended October 2, 2005 were $7.8 million
compared to $7.7 million for the three months ended September 30, 2004.



Gain on sale of property, plant and equipment for the thirteen weeks ended October 2, 2005, includes $6.8 million of gain on the sale of land and buildings related to facilities previously closed as part of the
consolidation of manufacturing, distribution and warehousing operations. Gain on sale of property, plant and equipment for the three months ended September 30, 2004 includes a $5.2 million gain on the sale of undeveloped land located in Santa
Paula, California.



For the thirteen weeks ended
October 2, 2005, interest expense, net increased $2.5 million compared to the prior year period. This resulted from an increase in the Eurodollar interest rate partially offset by a decreasing outstanding debt balance under the Senior Credit
Facility, as amended.



28



---

For the thirteen weeks ended October 2, 2005, income tax provision of $7.2 million was recorded as a
result of income before income taxes and minority interest of $16.0 million and includes a provision of $0.8 million for foreign earnings repatriated under the provisions of the American Jobs Act of 2004 (AJCA). For the three months
ended September 30, 2004, an income tax provision of $8.2 million resulted from income before income taxes and minority interest of $20.4 million.



Thirty-nine Weeks Ended October 2, 2005 Compared to the Nine Months Ended September 30, 2004



On February 27, 2004, with an effective date of February 22, 2004,
we acquired 100.0% of the outstanding capital stock of SF Holdings Group, Inc. (SF Holdings Acquisition). Amounts for the thirty-nine weeks ended October 2, 2005 include the results of SF Holdings for the entire period. Amounts for
the nine months ended September 30, 2004 include the results of SF Holdings from February 22, 2004.



|                                               |  |                                      |           |   |                                    |   |           |                         |  |   |          |   |  |       |  
|---------------------------------------------- |  | ------------------------------------ | --------- | - | ---------------------------------- | - | --------- | ----------------------- |  | - | -------- | - |  | ----- | -
|(In thousands)                                 |  | Thirty-nineweeks endedOctober 2,2005 |           |   | Nine monthsended September 30,2004 |   |           | Favorable/(Unfavorable) | 
|                                               |  |                                      | $         |   |                                    | % |          
|Net sales                                      |  | $                                    | 1,818,806 |   |                                    | $ | 1,525,711 |                         |  | $ | 293,095  |   |  | 19.2  | %
|Cost of goods sold                             |  |                                      | 1,585,186 |   |                                    |   | 1,306,333 |                         |  |   | (278,853 | ) |  | (21.3 | )
|                                               |  |                                      |           |   |                                    |   |           |                         |  |   |          |   |  |       |  
|Gross profit                                   |  |                                      | 233,620   |   |                                    |   | 219,378   |                         |  |   | 14,242   |   |  | 6.5   |  
|                                               |  |                                      |           |  
|Selling, general and administrative expenses   |  |                                      | 192,167   |   |                                    |   | 171,952   |                         |  |   | (20,215  | ) |  | (11.8 | )
|Gain on sale of property, plant and equipment  |  |                                      | (6,305    | ) |                                    |   | (6,402    | )                       |  |   | (97      | ) |  | (1.5  | )
|                                               |  |                                      |           |   |                                    |   |           |                         |  |   |          |   |  |       |  
|Operating income                               |  |                                      | 47,758    |   |                                    |   | 53,828    |                         |  |   | (6,070   | ) |  | (11.3 | )
|                                               |  |                                      |           |  
|Interest expense, net                          |  |                                      | 53,565    |   |                                    |   | 39,084    |                         |  |   | (14,481  | ) |  | (37.1 | )
|Prepayment penalties                           |  |                                      |          |   |                                    |   | 30,690    |                         |  |   | 30,690   |   |  | *     |  
|Loss on debt extinguishment                    |  |                                      |          |   |                                    |   | 916       |                         |  |   | 916      |   |  | *     |  
|Foreign currency exchange loss (gain), net     |  |                                      | 2,709     |   |                                    |   | (101      | )                       |  |   | (2,810   | ) |  | *     |  
|Other (income) expense, net                    |  |                                      | (183      | ) |                                    |   | 574       |                         |  |   | 757      |   |  | 131.9 |  
|                                               |  |                                      |           |   |                                    |   |           |                         |  |   |          |   |  |       |  
|Loss before income taxes and minority interest |  |                                      | (8,333    | ) |                                    |   | (17,335   | )                       |  |   | 9,002    |   |  | 51.9  |  
|                                               |  |                                      |           |  
|Income tax (benefit) provision                 |  |                                      | (2,520    | ) |                                    |   | 22,880    |                         |  |   | 25,400   |   |  | *     |  
|Minority interest                              |  |                                      | (409      | ) |                                    |   | 198       |                         |  |   | 607      |   |  | *     |  
|                                               |  |                                      |           |   |                                    |   |           |                         |  |   |          |   |  |       |  
|Net loss                                       |  | $                                    | (5,404    | ) |                                    | $ | (40,413   | )                       |  | $ | 35,009   |   |  | 86.6  | %
|                                               |  |                                      |           |   |                                    |   |           |                         |  |   |          |   |  |       |  

---

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



Net sales increased $293.1 million for the thirty-nine weeks ended October 2, 2005 compared to the prior year period. This includes an increase of
$185.8 million representing two additional months of SF Holdings sales in 2005 versus 2004. The remaining increase in net sales of $107.3 million, or 7.0%, reflects a 6.7% increase in average realized sales price and a 0.3% increase in sales
volume as compared to the nine months ended September 30, 2004. The increase in average realized sales price reflects the impact of pricing increases implemented in response to higher raw material costs.



For the thirty-nine weeks ended October 2, 2005, gross profit increased
$14.2 million compared to the prior year period. This includes a $21.4 million increase resulting from the SF Holdings Acquisition. Excluding the effect of the SF Holdings Acquisition, gross profit decreased $7.2 million reflecting the impact of our
inability to pass through all raw material and transportation cost increases to our customers due to competitive pressure. As a percentage of net sales, gross profit was 12.8% for the thirty-nine weeks ended October 2, 2005 versus 14.4% in the
prior year period.



Selling, general and administrative
expenses increased $20.2 million for the thirty-nine weeks ended October 2, 2005 compared to the prior year period. This includes an increase of $15.6 million representing two additional months of SF Holdings expenses in 2005 versus 2004.
Included in selling, general and administrative expenses are integration costs related to the SF Holdings Acquisition. Integration costs decreased $1.3 million to



29



---

approximately $21.5 million for the thirty-nine weeks ended October 2, 2005 from approximately $22.8 million for the
nine months ended September 30, 2004. Excluding integration costs and the impact of SF Holdings described above, the increase in selling, general and administrative expenses of $5.9 million primarily reflects costs associated with our
information technology infrastructure.



Gain on sale of
property, plant and equipment for the thirty-nine weeks ended October 2, 2005, includes $6.8 million of gain on the sale of land and buildings related to facilities previously closed as part of the consolidation of manufacturing, distribution
and warehousing operations. Gain on sale of property, plant and equipment in the nine months ended September 30, 2004 includes a $5.2 million gain on the sale of undeveloped land located in Santa Paula, California.



For the thirty-nine weeks ended October 2, 2005, interest expense, net
increased $14.5 million compared to the prior year period. This resulted from an increase in the Eurodollar interest rate as well as two additional months of interest expense in 2005 associated with the debt issued in connection with the SF Holdings
Acquisition.



Prepayment penalties were $30.7 million for the
nine months ended September 30, 2004. This expense was attributed to the prepayment fees associated with early extinguishment of the 7.08% senior notes due 2011 and the 3.67% Yen-denominated senior notes due 2008.



Loss on debt extinguishment was $0.9 million for the nine months ended
September 30, 2004. This loss was due to the write off of debt issuance costs resulting from the extinguishment of 7.08% senior notes due 2011 and 3.67% Yen-denominated senior notes due 2008.



Foreign currency exchange loss, net increased $2.8 million for the
thirty-nine weeks ended October 2, 2005 compared to the prior year period. The higher loss in 2005 resulted primarily from the United Kingdom pound sterling denominated inter-company debt.



For the thirty-nine weeks ended October 2, 2005, an income tax benefit
of $2.5 million was recorded as a result of the loss before income taxes and minority interest of $8.3 million and a provision of $0.8 million for foreign earnings repatriated under the provisions of the AJCA. For the nine months ended
September 30, 2004, income tax provision of $22.9 million resulted primarily from a $29.8 million expense due to Solo Illinois change in tax filing status from subchapter S to subchapter C of the Internal Revenue Code in the United
States. This expense was partially offset by a tax benefit of $6.9 million resulting from the loss before income taxes and minority interest of $17.3 million.



Liquidity and Capital Resources



Historically, we have relied on cash flows from operations and our revolving credit borrowings to finance our working capital requirements and capital
expenditures. During the first half of 2005, because of escalating resin prices and increased sales and production going into the summer months, we relied significantly more on the revolving credit facilities. However, during the third quarter of
2005, the outstanding balance on our revolving credit facility under the Senior Credit Facility has decreased by $38.2 million as cash flow from operations has improved from the end of the second quarter of 2005.



Net cash provided by operating activities during the thirty-nine weeks ended
October 2, 2005 was $1.5 million compared to $58.1 million of net cash used during the nine months ended September 30, 2004. The prior period reflects a $40.4 million net loss which was driven by $30.7 million of prepayment penalties for
the extinguishment of debt in conjunction with the SF Holdings Acquisition. The current period reflects a third quarter decrease in accounts receivable and inventory. During the first half of the year, an inventory build was executed to maintain
customer service levels while relocating equipment as part of our on-going integration efforts. Increased inventory levels were also required for certain products whose demand typically exceeds our production capacity during the summer months.
During the third quarter of 2005, inventory levels decreased as plant consolidation activity slowed. Accounts receivable decreased as we collected on the higher sales made in the second quarter.



30



---

Cash flows provided by operating activities during the thirty-nine weeks ended October 2, 2005
include agreed-upon payments of $11.75 million resulting from the February 2005 settlement with DSC Logistics, Inc. and related payments of approximately $3.1 million for attorney fees and contract execution costs.



Working capital increased $87.0 million to $488.5 million at October 2,
2005 from $401.5 million at December 31, 2004. The increase reflects higher accounts receivable and inventory balances relative to year-end, partially offset by higher accounts payable. The activity in inventory and accounts payable was
primarily driven by higher raw material costs combined with our planned inventory build. Accounts receivable activity was driven by higher net sales during the third quarter of 2005 compared to the fourth quarter of 2004 as well as price increases
caused by higher material costs.



Net cash used in investing
activities during the thirty-nine weeks ended October 2, 2005 was $25.1 million. During the nine months ended September 30, 2004, net cash used in investing activities was $899.4 million, which includes $877.2 million for the SF Holdings
Acquisition.



Capital expenditures during the thirty-nine weeks
ended October 2, 2005 were $45.1 million compared to $26.1 million during the nine months ended September 30, 2004. Capital expenditures during the thirty-nine weeks ended October 2, 2005 included $17.7 million for new production
equipment, $20.8 million for integration related projects, $1.7 million for routine capital improvements, $3.3 million for renovations and equipment conversions, $0.9 million for building and land improvements, and $0.7 million for various other
projects. Capital expenditures funding was primarily provided by the revolving credit borrowings.



Net cash provided by financing activities during the thirty-nine weeks ended October 2, 2005 was $44.2 million compared to $974.0 million during the
nine months ended September 30, 2004. This decrease resulted primarily from 2004 activity related to the SF Holdings Acquisition including (i) borrowings under our credit facilities, (ii) the issuance of the 8.5% senior subordinated
notes due 2014 and (iii) proceeds from the sale of common stock. This activity was partially offset by (i) repayment of the 7.08% senior notes due 2011, (ii) repayment of the 3.67% Yen-denominated senior notes due 2008,
(iii) repayment of a $27.8 million securitization facility, (iv) payment of debt issuance costs and (vi) payment of dividends. In 2005, net borrowings under revolving credit facilities increased $49.1 million. The increased funding
was used to support working capital requirements resulting from increased sales in addition to increased inventory levels necessitated by our manufacturing facilities integration. For the thirteen weeks ended October 2, 2005, net borrowings
under our revolving credit facilities decreased $38.6 million reflecting improved operating cash flow during this period.



Short-term debt



At October 2, 2005, we had approximately 581 million Yen (approximately $5.1 million) of short-term borrowings with Japanese banks. These
borrowings have various termination dates and have no restrictive covenants. The interest rate on these borrowings ranges between 0.80% and 1.375% per year.



Long-term debt



The following is a summary of our long-term debt at October 2, 2005 (in thousands):



|                                            |  |                 |          
|------------------------------------------- |  | --------------- | ---------
|                                            |  | October 2, 2005
|Long-term debt:                             |  |                 |          
|8.5% Senior Subordinated Notes              |  | $               | 325,000  
|Senior Credit Facility  Term Loan          |  |                 | 640,250  
|Senior Credit Facility  Revolver           |  |                 | 78,800   
|Canadian Credit Facility  Term Loan        |  |                 | 10,380   
|Canadian Credit Facility  Revolver         |  |                 |         
|Capital lease obligations                   |  |                 | 2,697    
|                                            |  |                 |          
|Total long-term debt                        |  |                 | 1,057,127
|Less - Current maturities of long-term debt |  |                 | 8,758    
|                                            |  |                 |          
|Long-term debt, net of current maturities   |  | $               | 1,048,369
|                                            |  |                 |          



31



---

The following is a summary of our committed revolving credit facilities at October 2, 2005 (in
thousands):



|                          |  |                   |         |                     |   |                       |  |                |        |  |   |       
|------------------------- |  | ----------------- | ------- | ------------------- | - | --------------------- |  | -------------- | ------ |  | - | ------
|                          |  | Commitment Amount |         | Amounts Outstanding |   | Letters of Credit (1) |  | UnusedCapacity
|Senior Credit Facility:   |  |                   |         |                     |   |                       |  |                |        |  |   |       
|Revolving facility        |  | $                 | 150,000 |                     | $ | 78,800                |  | $              | 15,182 |  | $ | 56,018
|Canadian Credit Facility: |  |                   |         |                     |   |                       |  |                |        |  |   |       
|Revolving facility        |  |                   | 11,317  |                     |   |                      |  |                |       |  |   | 11,317
|                          |  |                   |         |                     |   |                       |  |                |        |  |   |       
|                          |  | $                 | 161,317 |                     | $ | 78,800                |  | $              | 15,182 |  | $ | 67,335
|                          |  |                   |         |                     |   |                       |  |                |        |  |   |       

---

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



Canadian Credit Facility



Borrowings under the revolving credit facility bear interest at the Canadian prime rate plus 0.50% or the Canadian bankers acceptance rate plus 1.75%, at
our option. Term loan borrowings bear interest at the Canadian prime rate plus 0.75% or the Canadian bankers acceptance rate plus 2.00%, at our option. As of October 2, 2005, borrowings under the revolving credit facility and the term loan
carried effective interest rates of 4.62% and 4.87%, respectively. As of October 2, 2005, CAD 13.1 million (approximately $11.3 million) was available under the revolving facility and the term loan balance was CAD 12.1 million
(approximately $10.4 million).



Senior Credit Facility



On February 27, 2004, we entered into credit
facilities comprised of a $150.0 million revolving credit facility maturing in 2010 and a $650.0 million term loan facility maturing in 2011 (Senior Credit Facility). The revolver is principally used for working capital purposes, and the
term loan was used to finance the acquisition and related transactions.



On March 31, 2005, we entered into an agreement (Amendment No. 1) to amend the Senior Credit Facility. Amendment No. 1 changes the borrowing margin used to calculate interest on the term loans under the Senior
Credit Facility. For purposes of calculating interest, term loans under the Senior Credit Facility are designated as Eurodollar rate loans or, in certain circumstances, base rate loans. Under the original agreement, Eurodollar rate loans bore
interest at the British Bankers Association Interest Settlement Rate for deposits in dollars plus a borrowing margin. Base rate loans bore interest at (a) the greater of (i) the rate most recently announced by Bank of America as its
prime rate or (ii) the Federal Funds Rate plus 1/2 of 1% per annum, plus (b) a borrowing margin. The margin for term loans was a range based on the Companys leverage ratio. For Eurodollar rate loans, the range was
2.25% to 2.50%. For base rate loans, the range was 1.25% to 1.50%. The terms of Amendment No. 1 provide that the borrowing margin for term loans be 2.00% on Eurodollar rate loans and 1.00% on base rate loans.



Amendment No. 1 also changed the schedule for quarterly principal
payments. The original agreement provided scheduled principal payments of $1.625 million per quarter through February 27, 2006, $6.25 million per quarter from May 27, 2006 through February 27, 2008, and $12.5 million per quarter from
May 27, 2008 through November 27, 2010, with a balloon payment of $449.5 million due on February 27, 2011. The terms of Amendment No. 1 provide for scheduled principal payments of $1.625 million per quarter through
November 27, 2010, with a balloon payment of $606.125 million due on February 27, 2011. All mandatory quarterly prepayments have been made to date.



On October 14, 2005, the Company and SCIC entered into an Amendment No. 2 to the Senior Credit Facility, as amended by Amendment No. 1,
dated as of March 31, 2005. Amendment No. 2 changes the borrowing margin used to calculate interest on the term loans under the Senior Credit Facility. For purposes of calculating interest, term loans under the Senior Credit Facility are
designated as Eurodollar rate loans or, in certain circumstances, base rate loans. Under Amendment No. 1, Eurodollar rate loans bore interest at the British Bankers Association Interest Settlement Rate for deposits in dollars plus a borrowing
margin. Base rate loans bore interest at (a) the greater of (i) the rate most recently announced by Bank of America as its prime rate or (ii) the Federal Funds Rate plus 1/2of 1% per annum, plus (b) a borrowing margin. The borrowing margins for term loans were 2.00% on Eurodollar rate loans and 1.00% on base rate
loans under Amendment No.1.



32



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Amendment No. 2 established two different levels for determining the applicable borrowing margin
interest rate that the Company would pay on its term loan based upon the respective ratings the Company receives from Moodys and Standard & Poors. Level 1 is 2.25% for Eurodollar rate loans and 1.25% for base rate loans, when
Moodys rating on the Company is at least B1 and Standard & Poors rating is at least B+. Level 2 is 2.50% for Eurodollar rate loans and 1.50% for base rate loans, when Moodys rating on the Company is below B1 and
Standard & Poors rating is below B+. If the Company only receives a change in rating from one agency or if the agencies ratings are split across pricing levels 1 and 2, then the Company will pay interest at level 2 pricing.
Prior to Amendment No. 2, on October 6, 2005, Moodys changed its rating on the Company from B1 to B2; therefore, the Company began paying level 2 pricing effective with Amendment No. 2.



Amendment No. 2 also revised the ratios of the financial covenants that
the Company is required to maintain by allowing lower ratios of Consolidated EBITDA to Consolidated Cash Interest Expense in certain quarters, and by allowing higher ratios of Average Total Debt to Consolidated EBITDA in certain quarters (all as
such capitalized terms are defined in the original Senior Credit Facility), in each case as set forth in the amendment filed as Exhibit 99.1 in Form 8-K, dated October 14, 2005.



As of October 2, 2005, the weighted average annual interest rate applicable to Eurodollar rate loans was 5.53% and the
weighted average annual interest rate applicable to base rate loans was 8.50%. During the thirteen weeks ended October 2, 2005, the weighted average annual interest rate for the Senior Credit Facility was 5.43%. At October 2, 2005, the
interest rate on the term loan facility was 5.48% and 7.43% on the revolving credit facility.



A commitment fee of 0.50% on the unused portion of the revolving credit facility is payable on a quarterly basis.



We may make optional prepayments to either the revolving credit facility or the term loan in million dollar increments with a minimum prepayment of $10.0
million.



We are required to make a mandatory annual prepayment
of the term loan facility and the revolving credit facility in an amount equal to 50.0% of excess cash flow, as defined, when the consolidated leverage ratio, as defined, is 3.5x or greater, or 25.0% of excess cash flow when the Companys
consolidated leverage ratio is less than 3.5x. In addition, we are required to make a mandatory prepayment of the term loan facility and the revolving credit facility with, among other things: (i) 100.0% of the net cash proceeds of any property
or asset sale, subject to certain exceptions and reinvestment requirements; (ii) 100.0% of the net cash proceeds of any extraordinary receipts, as defined, subject to certain exceptions and reinvestment requirements; (iii) 100.0% of the
net cash proceeds of certain debt issuances, subject to certain exceptions; and (iv) 50.0% of the net cash proceeds from the issuance of additional equity interests when the consolidated leverage ratio is 3.5x or greater, or 25.0% of such
proceeds when the consolidated leverage ratio is less than 3.5x. During the thirty-nine weeks ended October 2, 2005, we were not required to make an annual prepayment or any prepayments based on excess cash flow, dispositions of assets or
extraordinary receipts.



The Senior Credit Facility requires us
to fix the interest rate for a portion of the borrowings. Accordingly, on March 10, 2004, we entered into an interest rate swap agreement to hedge the cash flows associated with the interest payments on $180.0 million of the Eurodollar rate
based borrowings through March 31, 2007. In June 2005, we entered into a forward-starting receive-variable, pay-fixed interest rate swap with a notional amount of $50.0 million. This swap agreement is effective March 31, 2007 through
March 31, 2010. Also, on June 1, 2004, we entered into an interest rate cap agreement to hedge the cash flows associated with the interest payments on $30.0 million of the Eurodollar rate based borrowings. This interest rate cap agreement
expired on March 31, 2005. On March 31, 2005, we entered into a new interest rate cap agreement with a total notional amount of $35.0 million. Under this interest rate cap agreement, we receive variable interest rate payments when the
three-month Eurodollar rises above 5.0%. This interest rate cap agreement is in effect through March 31, 2006. On June 30, 2005, we entered into a new interest rate cap agreement with a total notional amount of $15.0 million. Under this
agreement, we receive variable interest rate payments when the three-month Eurodollar rises above 4.0%. This interest rate cap agreement expired September 30, 2005.



33



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Outlook



Management believes that cash generated by operations, amounts available under our credit facilities and funds generated from asset sales should be
sufficient to meet our expected operating needs, planned capital expenditures, payments in conjunction with our lease commitments and debt service requirements over the next twelve months. We expect that our 2006 capital expenditures will be
approximately $50 to $55 million.



As a result of the recent
hurricane activity in the Gulf Coast of the United States, we have begun to see a significant impact on the supply and price of petrochemicals, which has impacted the price of resin and gas. For the remainder of 2005, we expect that resin and
energy-related costs, particularly with respect to transportation and production costs, will likely continue to be a source of uncertainty for our industry.



Net Operating Loss Carryforwards



As of October 2, 2005, we had approximately $158.3 million of net operating loss carry-forwards for U.S. federal income tax purposes that expire
between 2016 and 2024. Approximately $101.9 million of such carry-forwards are subject to the provisions of Internal Revenue Code Section 382. Although future earnings cannot be predicted with certainty, management currently believes that
realization of the net deferred tax assets is more likely than not.



Critical Accounting Estimates



The
Companys critical accounting estimates are described in its 2004 Form 10-K. There have been no changes to the critical accounting estimates since that filing.



New Accounting Pronouncements



The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) was signed into law on December 8, 2003. The Act
introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a prescription drug benefit that is at least actuarially equivalent to
Medicare Part D. In May 2004, the Financial Accounting Standards Board issued FSP 106-2, which provides guidance on accounting for the effects of the Act and also requires certain disclosures. Under FSP 106-2, plan sponsors are required to determine
whether their retiree drug coverage is actuarially equivalent to the Medicare Part D coverage. Sponsors are also allowed the option of deferring recognition if it has not been concluded whether benefits under their plan are actuarially equivalent to
Medicare Part D.



We are in the process of determining the
extent to which the benefits provided by our plans are actuarially equivalent to those under Medicare Part D; therefore, our reported net periodic benefit cost currently does not reflect any amount associated with the federal subsidy. When we
complete our evaluation, we may consider amending our retiree health program to coordinate with the new Medicare prescription drug program or to receive the direct subsidy from the government. If benefits provided by our plan are found to be
actuarially equivalent to Medicare Part D, and the effects of the subsidy on the plan are significant, we will perform a measurement of plan assets and obligations as of the date that actuarial equivalency is determined consistent with the
requirements of FSP 106-2. Any effect on the accumulated benefit obligation due to the subsidy shall be reflected as an actuarial gain. In addition, the net periodic benefit cost for subsequent periods would reflect the effects of those
measurements.



34



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Item 3. Quantitative and Qualitative Disclosures about Market Risk.



In the ordinary course of business, the Company has financial instruments
that are sensitive to market risk, which consists primarily of interest rate risk associated with its variable rate debt. The Senior Credit Facility and the Canadian Credit Facility both include a revolving and term credit facility, which bear
interest at a variable rate. The interest rate on the Senior Credit Facility is either Eurodollar rate based (1, 2, 3 or 6 months) plus a margin or the banks base rate plus a margin, whichever the Company selects. For the term loan, the margin
on the Eurodollar rate borrowings is 2.0% and the margin on the base rate borrowings is 1.0%. For the revolving credit facility, the margin on the Eurodollar rate borrowings varies from 2.0% to 2.75% and the margin on base rate borrowings varies
from 1.0% to 1.75%, depending on our leverage ratio. Amendment No. 2, effective October 14, 2005, increased the margins on the term loan facility to 2.25% or 2.50% on the Eurodollar rate borrowings and 1.25% or 1.50% on the base rate
borrowings, depending on the Companys public debt ratings. The Canadian revolving facility bears interest at the Canadian prime rate plus 0.50% or Canadian bankers acceptance rate plus 1.75%, at the Companys option, and the term loan
bears interest at the Canadian prime rate plus 0.75% or Canadian bankers acceptance rate plus 2.00%, at the Companys option.



The Senior Credit Facility requires us to hedge a portion of the borrowings. On March 10, 2004 with an effective date of March 31, 2004, we
entered into interest rate swap agreements to hedge $180.0 million of Eurodollar rate loans at an average rate of 2.375% plus applicable margin for three years. In June 2005, the Company entered into a forward-starting receive-variable, pay-fixed
interest rate swap with a notional amount of $50.0 million. The variable rate of interest received is the Eurodollar rate. The fixed rate of interest paid is 4.25%. The swap agreement is effective March 31, 2007 through March 31, 2010.



On March 31, 2005, we entered into an interest rate cap
agreement with a total notional amount of $35.0 million. Under this interest rate cap agreement, we receive variable interest rate payments when the three-month Eurodollar rises above 5.0%. This interest rate cap agreement is in effect through
March 31, 2006. At October 2, 2005, the interest rate on borrowings under the term loan, excluding the effect of the interest rate swaps and cap, was 5.94%, and the interest rate on borrowings under the revolving credit facility was 7.43%.



As of October 2, 2005, the outstanding indebtedness under
the Senior Credit Facility was $719.1 million and $56.0 million was available under the Senior Credit Facility. As of October 2, 2005, the outstanding indebtedness under the Canadian Credit facility was CAD 12.1 million (approximately
$10.4 million) and CAD 13.1 million (approximately $11.3 million) was available under the Canadian Credit Facility. Based upon these amounts, the annual net income would change by approximately $3.2 million for each one-percentage point change
in the interest rates applicable to the variable rate debt after giving effect to the interest rate swap agreements. The level of the exposure to interest rate movements may fluctuate significantly as a result of changes in the amount of
indebtedness outstanding under the revolving credit facilities.



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS



This report 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, estimated net sales, projected costs, projected cost savings,
projected synergies, prospects, plans and objectives, as well as information concerning industry trends and expected actions of third parties, are forward-looking statements. All forward-looking statements speak only as of the date on which they are
made. They rely on a number of assumptions concerning future events and are subject to a number of risks and uncertainties, many of which are outside our control, that could cause actual results to differ materially from such statements. These risks
and uncertainties include, but are not limited to:



| |  |  | the effect of general economic and competitive business conditions in the disposable food service products industry;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | successful integration of Solo Illinois and SF Holdings and realization of anticipated benefits;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | impact of competitive products and pricing and our ability to pass raw material and energy price increases on to our customers;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



35



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| |  |  | interest rate fluctuations and continuing debt obligations;
| | - |  | -----------------------------------------------------------



| |  |  | further consolidation in the food service and retail industries;
| | - |  | ----------------------------------------------------------------



| |  |  | availability of and increases in raw material costs;
| | - |  | ----------------------------------------------------



| |  |  | increases in energy such as oil and natural gas and increases in other manufacturing and transportation costs;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | fluctuations in demand for the Companys products;
| | - |  | --------------------------------------------------



| |  |  | effect of changing federal, state, foreign and local environmental and occupation health and safety laws and regulations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | risks related to conducting business in multiple foreign jurisdictions;
| | - |  | -----------------------------------------------------------------------



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



| |  |  | loss of key management and personnel;
| | - |  | -------------------------------------



| |  |  | impact of any prolonged work stoppage;
| | - |  | --------------------------------------



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



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



| |  |  | diversion of management attention from other business activities in the event we pursue additional acquisition(s) in the future; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | potential conflicts of interest between our note holders and the stockholders of SCIC.
| | - |  | --------------------------------------------------------------------------------------



Additional risks and uncertainties are set forth under the heading Risk Factors in our Annual Report on Form
10-K for the year ended December 31, 2004 and in our other filings made from time to time with the Securities and Exchange Commission.



Item 4. Controls and Procedures.



|(a) | Disclosure Controls and Procedures. The Companys management, with the participation of the Companys chief executive officer, chief operating officer and chief financial
officer, has 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 (the Exchange
Act)) as of the end of the period covered by this report. Based on such evaluation, the Companys chief executive officer, chief operating officer and chief financial officer have concluded that, as of the end of such period, the
Companys disclosure controls and procedures are effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by the Company in the reports that it files under the Exchange Act.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Internal Control Over Financial Reporting. There were 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 October 2, 2005, that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36



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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. While the outcome of these claims and actions cannot be
predicted with certainty, management believes that we are not party to any pending legal proceedings, the ultimate disposition of which would have a material adverse effect on the Companys business, consolidated financial position, results of
operations, or liquidity.



Item 6. Exhibits.



|     |  |                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|     | 
|31.2 |  | Certification of Chief Operating Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|     | 
|31.3 |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|     | 
|32.1 |  | Certification of Chief 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 Chief Operating Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.3 |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





37



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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 14, 2005 |  | By:              |  | /s/ Susan H. Marks                                             
|                        |  |                  |  | Susan H. Marks                                                 
|                        |  |                  |  | Executive Vice President, Chief Financial Officer and Treasurer
|                        |  |                 
|                        |  |                  |  | (Principal Financial and Accounting Officer and Duly           
|                        |  |                  |  | Authorized Officer)                                            



38



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INDEX OF EXHIBITS FILED WITH OR

INCORPORATED BY REFERENCE INTO

FORM 10-Q OF SOLO CUP COMPANY

FOR THE THIRTEEN WEEKS ENDED OCTOBER 2, 2005



|     |  |                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|     | 
|31.2 |  | Certification of Chief Operating Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|     | 
|31.3 |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|     | 
|32.1 |  | Certification of Chief 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 Chief Operating Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.3 |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



39