10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2006

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

For the transition period from                     to                     

Commission file number 333-116843

SOLO CUP COMPANY

(Exact name of registrant as specified in its charter)

Delaware	47-0938234
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
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

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  x    No  ¨

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

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

Large accelerated filer  ¨                    Accelerated filer  ¨                    Non-accelerated filer  x

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

As of March 30, 2007, 100 shares of Common Stock, $0.01 par value, were outstanding. There is no trading market for the common stock of the registrant. No shares of the registrant were held by non-affiliates.

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TABLE OF CONTENTS

PART I
Item 1.	Business	4
Item 1A.	Risk Factors	10
Item 2.	Properties	17
Item 3.	Legal Proceedings	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	Selected Financial Data	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7a.	Quantitative and Qualitative Disclosures about Market Risk	33
Item 8.	Financial Statements and Supplementary Data	35
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	80
Item 9A.	Controls and Procedures	80
Item 9B.	Other Information	83
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	84
Item 11.	Executive Compensation	87
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	95
Item 13.	Certain Relationships and Related Transactions, and Director Independence	97
Item 14.	Principal Accounting Fees and Services	99
PART IV
Item 15.	Exhibits and Financial Statement Schedules	101

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Part I

Item 1. Business.

Solo Cup Company (“Solo Delaware” or the “Company”) was incorporated in Delaware in January 2004 to be the holding company for Solo Cup Company, an Illinois corporation (“Solo Illinois”) and its subsidiaries, and for SF Holdings Group, Inc., a Delaware corporation, and its subsidiaries (“SF Holdings”) which included Sweetheart Cup Company Inc. (“Sweetheart”). Effective February 22, 2004, Solo Illinois became a wholly owned subsidiary of Solo Delaware. On February 27, 2004, with an effective date of February 22, 2004, the Company acquired 100% of the outstanding capital stock of SF Holdings (the “SF Holdings Acquisition”). Prior to these transactions, the Company had no operations other than in connection with its formation and the authorization of these transactions. In September 2005, Sweetheart changed its name to Solo Cup Operating Corporation (“SCOC”). In October 2005, Solo Illinois merged with and into SCOC, and SCOC was the surviving entity. Solo Delaware is a holding company, the material assets of which are 100% of the capital stock of SF Holdings. SF Holdings owns 100% of the capital stock of SCOC. Solo Delaware 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 IV, L.P. (“Vestar”), together with certain of its affiliates, own 67.2% and 32.7% of SCIC, respectively. Company management holds the remaining 0.1% of SCIC.

Solo Illinois was established in 1936. SCOC’s operating history dates from the founding of a predecessor company in 1911.

In June 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 ended on January 1, 2006. All subsequent fiscal years will end on the last Sunday in December. The fiscal quarters for 2006 were the thirteen weeks ending April 2, 2006, July 2, 2006, October 1, 2006 and December 31, 2006.

On October 16, 2006, the Company filed certain amended and restated consolidated financial statements as a result of the findings of an accounting review undertaken when new management was appointed by the Board of Directors during the second and third fiscal quarters of 2006. As more fully described in Item 9A of this Form 10-K, the Company identified errors in the application of certain accounting practices and procedures primarily related to the timely recognition of certain customer credits, accounts payable and accrued expenses, and the valuation of certain assets.

Overview of Business

We are a leading global producer and marketer of disposable foodservice products and have served our industry for 70 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 disposable 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^®, Sensations^® and Creative Expressions^®. We are one of the leading suppliers of branded disposable cups, plates and bowls in the United States. We also provide a line of products to select customers under private label brands. We currently operate over 20 manufacturing facilities and over 20 distribution centers in North America, Japan, the United Kingdom and Panama, and we sell our products worldwide. For the 2006 fiscal year, we generated approximately $2.5 billion of net sales.

Financial information about our business segments, which are combined geographically, is incorporated herein by reference from Note 20 to the Company’s consolidated financial statements in Item 8 of this Form 10-K.

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Products

We produce a broad range of plastic, paper and foam disposable foodservice products. We also produce food packaging containers for the dairy and food processing industries. Our plastic products include a wide range of cups, lids, food containers, plates, bowls, cutlery, portion cups, straws and stirrers as well as food packaging containers. Our paper products include cups, plates, bowls, portion cups, food containers, napkins, tablecovers and placemats. Our foam products include cups, plates, and bowls. Our plastic, paper and foam products are offered in a variety of sizes, designs and colors and at a range of price points.

Customers

We serve two primary customer groups, foodservice and consumer. Sales to foodservice customers accounted for approximately 81% of our 2006 net sales. Our foodservice customers include: (1) broadline distributors, such as Sysco Corporation, U.S. Foodservice, Inc. and Gordon Food Service, (2) specialty distributors such as Bunzl Corporation, Network Services Company and UniPro Foodservice, Inc., and (3) global or national accounts, such as Starbucks Corporation, McDonald’s Corporation (through its packaging and supply chain partner, Havi International Inc. (f/k/a Perseco)), 7-Eleven, Inc. and YUM! Brands, Inc. (the parent company for Kentucky Fried Chicken, Pizza Hut, Taco Bell, Long John Silvers and A&W). We believe we have strong relationships with leading foodservice customers due to our broad product offering, longstanding presence in the industry and emphasis on innovation and customer service.

Sales to our consumer customers accounted for approximately 19% of our 2006 net sales. Our consumer customers include: (1) grocery stores, such as Publix Supermarkets Inc., The Kroger Company and Albertson’s, Inc., (2) mass merchandisers, such as Wal-Mart Stores, Inc. and Target Corporation, (3) warehouse clubs, such as Costco Wholesale Corporation and BJ’s Wholesale Club, and (4) other retail outlets, such as drug stores, party stores and dollar stores. We are one of the leading suppliers of branded disposable cups and plastic plates and bowls to consumer customers in the United States, which we sell under the Solo^® and Jack Frost^® brand names. In addition, we sell paper and party goods under the brand names Sensations^®, Paper Art^®, Party Creations^® and Touch of Color^®. Our sales and marketing strategy for consumer customers is designed around supporting our strong brand names, as well as providing private label products.

Sales and Marketing

We sell our products to foodservice customers through our regionally-organized, in-house direct sales force, global account direct sales force and, to a lesser extent, select broker networks. Foodservice distributors sell the products they purchase from us to operators such as restaurants, hospitals, schools and other organizations that have foodservice operations. As a result of this selling structure, stocking decisions made by our distributors are based on demand from foodservice operators. Our sales force calls on local branches of distributors and local or regional operators to sell our existing range of product offerings as well as new products. Through our global account sales force, we sell our products to quick service restaurants, convenience stores and to other national account segments. Our global account sales force works closely with these customers to develop unique product offerings and promotional programs.

We sell our products to consumer customers primarily through regional broker networks. In the case of some of our larger customers, such as Wal-Mart and Costco, we use our in-house direct sales force. Our sales and marketing strategy for consumer customers is designed around supporting our strong brand names, such as Solo^®, Sensations^® and Jack Frost^®, as well as selling private label products. We support our brands with integrated marketing programs that consist of in-store and out-of-store brand enhancement activities.

Seasonality

Historically, we have experienced seasonality as more of our products are sold in the warmer months with the majority of our net cash flows from operations realized during the last nine months of the year. Typically during the first quarter we pre-build inventory to meet demand in the warmer months. Sales for such periods reflect the high seasonal demands of the summer months when outdoor and away-from-home consumption increases.

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Raw Materials

The principal raw materials for our plastic products are resins, including polystyrene, polypropylene and amorphous polyethylene terephthalate (“APET”). We purchase resins from large petrochemical and resin producers such as Dow, Total, Voridian and Nova. Resin prices are influenced by oil, natural gas, benzene and other input prices, increases or decreases in supply capacity and changes in demand. Benzene prices, which are a major contributor to the cost of polystyrene, have remained elevated and volatile due to demand fluctuations for gasoline additives.

The principal raw material used in our paper operations is solid bleached sulfate paperboard. We purchase raw materials from integrated paper manufacturers such as International Paper, MeadWestvaco, Potlatch, Blue Ridge and Georgia Pacific. Paper prices are driven by global supply and demand as well as input costs for energy, fiber, chemicals, polyethylene and transportation.

We believe we have good relationships with our major raw material suppliers. While we have in the past experienced brief delays in the availability of our raw materials from time to time, we have not experienced any long-term interruptions in supply and believe the availability of raw materials will remain adequate for 2007.

Raw material costs make up a significant portion of our cost of goods sold. Although we generally enter into one to three year term supply contracts with our raw material suppliers, we continue to have exposure to changes in raw material prices. Historically, we have not hedged our exposure to fluctuations in raw material prices.

Manufacturing

Our manufacturing strategy is to reduce costs through continuous process improvements and innovation, while meeting our customers’ needs and maintaining our standard for quality. We employ many different technologies and are able to manufacture and supply various products in plastic, paper and foam. Our flexibility and expertise in these technologies enable us to respond quickly to customer needs.

The primary processes employed in manufacturing our products are as follows:

• Plastic Cups, Lids, Plates, Bowls, Foam Cups and Plates. Plastic extrusion is used to convert plastic resin from pellets to a flat extruded sheet. We then use a thermoforming process to convert the extruded sheet into the final product and graphics are added based on customer specifications. The product is packaged in various quantities depending on customer requirements. We have the capability to use a large variety of resins, including polystyrene, polypropylene, and APET.

• Paper Cups, Plates, Napkins, Placemats, Table Covers and Food Containers. The paperboard is embossed or printed with graphics according to customer requirements and fed through machines that form and/or fold the material into the final product.

• Plastic Cutlery and Straws. We utilize injection molding machines to manufacture plastic cutlery. The plastic pellets are melted, and the molten resin is injected into the mold. The parts are automatically cooled, trimmed and ejected from the machine. The product is then either packaged in bulk or individually wrapped. An extrusion process is used to form different sizes of straws based on customer specifications. Products can be made using polypropylene or polystyrene.

Distribution

Our U.S. distribution centers are located in proximity to the major population centers. We currently manage logistics in-house for distribution and warehousing. The output from our manufacturing plants is consolidated at our regional distribution centers that allow us to service 93% of our U.S. customers with overnight truckload service. As a result of this strategy, we are able to offer a broad range of products from our distribution centers. This provides value to our customers as they can carry less inventory and we can react to their demand more rapidly.

Our foreign subsidiaries operate out of owned or leased warehouses and manage the related distribution and transportation networks.

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Competition

The disposable foodservice products industry is extremely competitive and highly fragmented. We compete for foodservice customers based on price, quality, customer service, breadth of product offering and collaborative product development with our customers. We compete for retail customers based on brand reputation, quality, product differentiation, innovation, marketing programs and price. Our competitors include large multinational companies as well as regional manufacturers. Some of our competitors compete across many of our product lines, while others compete with only some of our products. A few of our competitors are integrated in the manufacturing of disposable foodservice products and related raw materials which reduces their costs for these materials and gives them greater access to these materials in periods of short supply. Our current or potential competitors may offer products at a lower price or products and service that are superior to ours. In addition, our competitors may be more effective and efficient in integrating new technologies. Our products also compete with metal, glass and other packaging materials, as well as plastic packaging materials made through different manufacturing processes. Our largest competitors include Pactiv Corporation, Dart Container Corporation, Huhtamäki Oyj, Dixie Foodservice Corp., a division of Georgia Pacific Corp., which was acquired by Koch Industries in 2005, and International Paper Food Service Business, a division of International Paper Co. In addition, we face competition from foreign competitors who are entering regional U.S. markets in certain product categories and are aggressively trying to differentiate their product offerings based on price.

Intellectual Property

We rely on a combination of trade secrets, confidentiality agreements, patent, trademark, copyright, unfair competition and other intellectual property laws to protect our intellectual property and other proprietary rights. The Company owns a number of patents, which vary in duration, depending upon when the patent was filed or granted. We currently have approximately 176 issued and 161 pending U.S. and foreign patents. Although they are collectively important to our business, no single one of them is material to our business. Litigation may be necessary to enforce our intellectual property rights, or to defend against claims by third parties alleging that our products infringe their intellectual property rights, and could result in substantial costs and diversion of our resources. Even if our proprietary rights are held enforceable, others may be able to design around our patents or independently develop products and processes equivalent to our proprietary and confidential information.

Research and Development

We believe we have a reputation for creativity and new product innovation. Our research and development strategy has three goals: (1) to create innovative, value-added products that target both new and existing customers, (2) to differentiate our products in the marketplace and (3) to explore the use of alternative substances to create new market opportunities and enhance our overall market position.

We worked with Starbucks, MeadWestvaco and Mississippi River Corporation to develop the first post-consumer fiber content paper material suitable for use in hot paper cups. In 2006, we, together with Cereplast and MeadWestvaco, announced the development of a fully renewable and biodegradable extrusion-coated paperboard product made with Cereplast resins that we are able to use to manufacture cups. We continue to do further development, testing and sampling of new materials, such as post-consumer fiber and polyactic acid (“PLA”), for use in paper and plastic products that are eco-friendly and derived from natural or renewable resources.

Also in 2006, we further expanded our Trophy product line with the addition of our 32oz Trophy Go Cup and further expanded our Traveler Plus lid product line by introducing a Traveler Plus lid for use with our Trophy hot cups. In the consumer market, we developed a new line of microwaveable products, Microwaveable SoloGrips Plates, and a new line of private label cutlery. 

International

The Company’s international operations consist of operating subsidiaries in five countries as well as international export sales originating in the U.S. and our international subsidiaries. Approximately 14% of the Company’s net sales are generated outside the United States. International operations are subject to certain additional risks inherent in conducting business outside the United States, such as changes in currency exchange rates, price and

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currency exchange controls, import restrictions, nationalization, and other restrictive governmental action, as well as volatile economic, social and political conditions in certain countries.

Employees

As of December 31, 2006, we had approximately 11,500 employees worldwide, including approximately 10,100 in the United States and 1,400 in other countries; approximately 9,300 of these employees worldwide were hourly workers. As of December 31, 2006, approximately 1,800 of our hourly employees were covered by collective bargaining agreements. We currently have collective bargaining agreements in effect at our facilities in Oshkosh and Appleton, Wisconsin; Springfield, Missouri; Augusta, Georgia; Indianapolis, Indiana; Scarborough, Ontario, Canada; and Cuautitlan, Mexico. These agreements cover all hourly-paid production, maintenance and distribution employees at each facility except for Augusta, Georgia, and contain standard provisions relating to, among other things, management rights, grievance procedures, strikes and lockouts, seniority and union rights. The agreement for Augusta, Georgia also covers employees who work in the power facility. The current expiration dates of the Appleton, Augusta, Indianapolis, Oshkosh, Springfield, Ontario, and Cuautitlan agreements are March 31, 2009, October 30, 2008, December 1, 2007, May 31, 2007, February 28, 2011, November 30, 2008 and December 31, 2007, respectively. Other than the agreements described above, no employees are currently covered by collective bargaining agreements. We believe that we have good relationships with our employees.

Environmental Regulation

In the normal course of business, we are required to comply with federal, state, foreign and local environmental and occupational health and safety laws and regulations, including those governing emissions of air pollutants, discharges of waste and storm water and the disposal of hazardous wastes. Historical capital and operating expenditures deemed necessary to remain in compliance have not had a material impact on our financial position. We believe that we are in material compliance with applicable standards and regulations of the various regulatory agencies.

We are presently, and may in the future be, subject to liability for the investigation and remediation of environmental contamination, including contamination caused by other parties. This includes properties that we own or operate or that we formerly owned or operated and other properties where we or our predecessors have arranged for the disposal of hazardous substances. As a result, we are involved from time to time in administrative and judicial proceedings and inquiries relating to environmental matters. Any present or future investigations and remedial efforts relating to environmental matters could entail material costs or otherwise result in material liabilities. Any amount of future clean up costs and other environmental liabilities could also be material. We believe that there are not currently any material pending environmental investigations at our plants or sites or at third party sites for which we are liable. However, there can be no assurance that we will not be involved in any such proceedings in the future and that any amount of future clean up costs and other environmental liabilities will not be material.

We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist at our facilities or at third party sites for which we are liable. Enactment of stricter laws or regulations, a stricter interpretation of existing laws and regulations or the requirement to undertake the investigation or remediation of currently unknown environmental contamination at our own or third party sites may require us to make additional expenditures, some of which could be material.

The Clean Air Act requires the phase out of certain refrigerant compounds. Therefore, we must upgrade or retrofit air conditioning and chilling systems we use during the next few years. We have decided to replace units as they become inefficient or unserviceable. We expect to complete the replacement of all such units within the next five to nine years, at an estimated total cost of less than $1.3 million.

Some of our facilities contain asbestos. Although there may be no current legal requirement to remove it, we monitor such asbestos on an ongoing basis and maintain and/or remove it as appropriate to prevent the release of friable asbestos. We believe the costs associated with this program will not be material to our business, financial condition, results of operations or cash flows.

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We have received a number of requests for information or notifications of potential liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 regarding the investigation or cleanup of environmental contamination at third party sites. We have no reason to believe that the final outcome with respect to these matters will have a material adverse effect on our financial condition, results of operations or cash flows. However, no assurance can be given about the ultimate effect, if any, of such matters on us.

Available Information

Our Internet website is www.solocup.com. We make available free of charge on our website Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we electronically file or furnish such materials to the Securities and Exchange Commission (“SEC”).

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Item 1A. Risk Factors.

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 factors listed under “Risk Factors” below. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise to reflect actual results or changes in factors or assumptions affecting such forward-looking statement.

RISK FACTORS

We may not be able to manage our business as we might otherwise because of our significant debt.

We have a significant amount of debt. As of December 31, 2006, we had total debt of $1,150.1 million, of which $325.0 million consisted of our 8.5% Senior Subordinated Notes and $823.1 million consisted of borrowings under our domestic and Canadian credit facilities. On December 22, 2006, the Company increased its availability for borrowings under its senior secured second lien term loan facility by an additional $50.0 million.

Our high level of debt could have important consequences, including the following:

• requiring that we use a large portion of our cash flow to pay principal and interest on the notes, the credit facilities and our other debt, which will reduce the availability of cash to fund working capital, capital expenditures, research and development and other business activities;

• increasing our vulnerability to general adverse economic and industry conditions;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• restricting us from making strategic acquisitions or exploiting business opportunities;

• making it more difficult for us to satisfy our obligations with respect to the notes and our other debt;

• placing us at a competitive disadvantage relative to competitors that have less debt; and

• limiting our ability to borrow additional monies in the future to fund working capital and capital expenditures, sell assets, repurchase capital stock or pay dividends.

In addition, a substantial portion of our debt bears interest at variable rates. If market interest rates increase, debt service on our variable-rate debt will rise, which would adversely affect our cash flow. Although our credit facilities require us to employ hedging strategies such that not less than 50% of our total debt carries a fixed rate of interest through February 2007, any hedging agreements put in place may not offer complete protection from this risk. Additionally, the remaining portion of the credit facilities is not hedged and, therefore, is subject to changes in interest rates.

We also may incur additional debt in the future. Although the indenture governing the notes and the terms of our credit facilities contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions, and debt incurred in compliance with these restrictions could be significant. In addition, we may refinance all or a portion of our debt, including borrowings under our credit facilities, and incur more debt as a result. As of December 31, 2006, our credit facilities (domestic and Canadian) permitted additional borrowing of up to $32.5 million (after giving effect to outstanding letters of credit). In March 2006, the Company entered into a senior secured second lien term loan facility of $80.0 million and in December 2006, that second lien term loan facility was increased by an additional $50.0 million. If we incur new debt, the significant risks described above would intensify.

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If we are unable to generate sufficient cash from operations, a sale-leaseback transaction, and sales of non-strategic assets, we may default under our credit agreements and notes governing our indenture.

We are required under our credit agreements to maintain compliance with certain financial covenants. We cannot guarantee that we will be able to satisfy these covenants in the future. Our ability to continue to comply with our covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions. To meet these covenants in 2007, we are relying on generating sufficient cash from operations, a sale-leaseback transaction and selling non-strategic assets to pay down existing debt under our credit agreement. Failure to do so could cause us to not meet a financial covenant and thereby trigger a default under our credit agreements unless a waiver was obtained. A default under our credit agreements could restrict or terminate our access to our borrowing capacity under our credit agreements and materially impair our ability to meet our obligations as they come due. If we do not meet our financial covenants and we do not obtain a waiver, our lenders may accelerate payment of all amounts outstanding which would immediately become due and payable, together with accrued interest. Such an acceleration would cause a default under the notes governing our indenture and other agreements that provide us with access to funding. Any one or more defaults, or if we cannot generate sufficient cash from operations, a sale-leaseback transaction or sales of non-strategic assets, may require us to seek additional capital or modifications to our credit agreements which may not be available. Additionally, our vendors may require us to pay cash in advance or obtain letters of credit as a condition to selling us their products and services. Any of these risks and uncertainties could have a material adverse effect on our financial position, results of operations and cash flow.

We may not realize all cost savings, synergies or revenue enhancements that we anticipate with the successful completion of the Company’s Performance Improvement Program.

In 2006, the Company announced the launch of a Performance Improvement Program (“PIP”) designed to reduce costs and help drive profitable growth. The PIP targets opportunities in supply chain and operations; selling, general and administrative expenses; and sales and marketing. Even if we successfully complete the PIP, we may not be able to realize all the cost savings, synergies or revenue enhancements that we anticipate, either in the amount or the time frame that we currently expect. Additionally, the costs of achieving these benefits may be higher than what we currently expect. Our ability to realize anticipated cost savings, synergies and revenue enhancement may be affected by a number of factors, including but not limited to the following:

• failure to realize cost savings anticipated as a result of commercial optimization, productivity improvement, organization restructuring, and reducing selling, general and administrative expenses and other costs;

• difficulties and unanticipated expenses related to implementing the PIP; and

• increases in other expenses, operating losses or problems unrelated to the completion of the PIP may offset the cost savings and other synergies achieved as a result of completing the PIP.

We have determined that certain material weaknesses existed in our internal control over financial reporting, including our disclosure controls and procedures, which, if not remedied effectively, could have an adverse effect on our business and result in further material misstatements in our consolidated financial statements in future periods.

Our failure to maintain adequate control over financial reporting processes and procedures resulted in adjustments to our previously issued consolidated financial statements related to accounting for and reporting of the timely recognition of certain credits to customers, accounts payable and accrued expenses and the valuation of certain assets.

In 2006, in conjunction with our restatement of certain financial statements, we determined that certain of the errors resulted from deficiencies in our disclosure controls and procedures. Our management has determined that those deficiencies resulted in material weaknesses in our internal control over financial reporting and resulted in the Company amending and restating certain of our annual and interim consolidated financial statements. See Item 9A. Controls and Procedures. A material weakness in internal control over financial reporting is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected.

We have taken steps to remediate the material weaknesses, and will continue to take additional remedial actions in 2007. Although we believe the actions we have taken to date and our remediation plan will address the material weaknesses, we continue to evaluate our disclosure controls and procedures and our internal control over financial reporting, and may modify, enhance or supplement them in the future. Any modifications, enhancements or supplements to our control systems could be costly to prepare or implement, divert the attention of our management from operating our business, and cause our operating expenses to increase. If we fail to maintain adequate internal controls, including any failure to implement required new or improved controls, or we encounter difficulties in their implementation, our business and operating results could be harmed, additional significant deficiencies could be identified, we may fail to meet our periodic reporting obligations and/or future consolidated financial statements may contain material misstatements that could result in further restatements of our financial statements. The occurrence of any of the foregoing could harm our business, operating results and reputation and cause our investors and lenders to lose confidence in our reported information.

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Downgrades in our corporate ratings may impact the credit terms offered to us by our vendors and the interest rates offered to us if we require any additional capital or financing.

Although we believe existing cash, funds generated by operations, working capital management, non-strategic asset sales and amounts available under our credit facilities collectively provide adequate resources to fund our ongoing operating requirements, we may be required to seek additional financing to compete effectively in our market. Corporate ratings and any downgrades to such ratings may increase interest rates offered to us for additional financing and impact the credit terms that we are offered from our vendors. We have experienced downgrades in the past and may experience further downgrades. Our corporate ratings as of March 20, 2007 were B- for Fitch, B3 for Moody’s and CCC+ for Standard & Poor’s. 

We face risks related to the restatement of our consolidated financial statements that increases the possibility that we may face legal or regulatory proceedings related to our restatement.

We restated certain of our previously issued consolidated financial statements by filing on October 16, 2006 Form 10-K/A for the fiscal year ended January 1, 2006 and Form 10-Q/A for the thirteen weeks ended April 2, 2006. In our Form 10-Q for the thirteen weeks ended July 2, 2006, also filed on October 16, 2006, certain of our previously issued consolidated financial statements for the thirteen and twenty-six weeks ended July 3, 2005 were restated. As a result of the restatement, we have become subject to additional risks and uncertainties. These include the increased possibility of legal or regulatory proceedings against us. Companies that restate their financial statements may face litigation claims and/or SEC proceedings following such a restatement of financial results. The defense of any such claims or proceedings may divert our management’s attention and resources and we may be required to pay damages if any such claims or proceedings are not resolved in our favor. Even if resolved in our favor, any litigation or proceedings brought against us could cause us to incur significant legal and other expenses and have a material impact on our financial position, results of operations and cash flow.

We operate in a highly competitive environment and may not be able to compete successfully.

The disposable foodservice products industry is extremely competitive and highly fragmented. We compete for foodservice customers based on price, quality, customer service, breadth of product offering and collaborative product development with our customers. We compete for retail customers based on brand reputation, quality, product differentiation, innovation, marketing programs and price. Our competitors include large multinational companies as well as regional manufacturers. Some of our competitors compete across many of our product lines, while others compete with only some of our products. A few of our competitors are integrated in the manufacturing of disposable food service products and related raw materials which reduces their costs for these materials and gives them greater access to these materials in periods of short supply. Our current or potential competitors may offer products at a lower price or products and service that are superior to ours. In addition, our competitors may be more effective and efficient in integrating new technologies. Our products also compete with metal, glass and other packaging materials, as well as plastic packaging materials made through different manufacturing processes. Any of the factors listed above may cause price reductions, reduced gross margins, decreased sales and reduced ability to attract and retain customers. As a result, we may not be able to compete successfully against our competitors.

If we do not adequately manage, integrate and implement our order management system, our ability to manage and grow our business could be adversely affected.

We will need to continue to improve existing, and implement new, operational and financial systems, procedures and controls to manage our business effectively in the future. As a result, we have recently implemented a new order management system. Any delay or difficulties in the implementation of, or transition to our new or enhanced systems, procedures or controls, could harm our ability to accurately forecast sales demand, manage our supply chain, achieve accuracy in the conversion of electronic data and records, and report financial and management information on a timely and accurate basis. In addition, as we add or modify functionality, new problems could arise that we have not foreseen. Such problems could adversely impact our ability to timely provide quotes, fulfill customer orders, ship products, implement pricing programs, bill and track our customer orders, fulfill contractual obligations, and otherwise run our business. Failure to timely, properly or adequately address these issues could result in loss of customers, the diversion of management’s attention and resources, impact our ability to manage our business, and have a material adverse effect on our business, results of operations or cash flows.

12

Further consolidation in the foodservice and retail industries may adversely affect our profitability.

Broadline distributors, mass merchandisers, warehouse clubs and many of our other customers have consolidated. If, as we expect, this trend continues, our customers will likely seek more favorable terms, including pricing, for their purchases of our products, which will limit our ability to raise prices. Sales on terms less favorable to us than our current terms will have an adverse effect on our profitability.

We could be adversely affected by raw material availability and pricing.

Our principal raw materials include resins and paperboard. Periods of short supply for these raw materials may occur. In addition, prices for our raw materials fluctuate. When raw material prices decrease, we face increased pressure from our customers to reduce our selling prices for products containing such raw material. When raw material prices increase, our selling prices have historically also increased, although often with a time lag. The impact of raw material price changes is affected by a number of factors, including the level of inventories at the time of price changes, the specific timing and frequency of price changes and the lead and lag time that generally accompanies the implementation of both raw material price changes and subsequent selling price changes. If raw material prices increase and we are unable to pass the price increases on to our customers or there is a significant time lag in any price increases we are able to implement, our profitability may be adversely affected, which could have a material adverse effect on our business, financial condition or results of operations. In the event raw material prices increase over a period of several months, profit margins may be reduced. We have not historically employed hedging strategies to limit our exposure to fluctuations in raw material prices on any meaningful level. To the extent that our supply of raw materials becomes restricted and we cannot locate or substitute adequate alternative sources, our profitability also may be adversely affected. We cannot predict whether our customer preferences for the materials used in our products will change over time and what raw materials will be used in the future.

We are subject to extensive environmental regulation and significant potential environmental liabilities.

Our operations are subject to comprehensive and frequently changing federal, state, foreign and local environmental and occupational health and safety laws and regulations, including laws and regulations governing the use of certain raw materials in our products, emissions of air pollutants, discharges of waste and storm water, the management of hazardous substances and the disposal of hazardous waste. We are presently, and may in the future be, subject to liability for the investigation and remediation of environmental contamination, including contamination caused by other parties, at properties that we own or operate or that we formerly owned or operated and at other properties where we or our predecessors have arranged for the disposal of hazardous substances. As a result, we are involved from time to time in administrative and judicial proceedings and inquiries relating to environmental matters. Any present or future investigations and remedial efforts relating to environmental matters could entail material costs or otherwise result in material liabilities. Any amount of future clean up costs and other environmental liabilities could also be material. We need to conduct our operations in compliance with the environmental permits granted by federal, state, foreign and local authorities. There are various risks associated with noncompliance with these permits, including cessation of our operations at the noncompliant facilities and significant fines and penalties.

We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or affect the use of our products, or what environmental conditions may be found to exist at our facilities or at third party sites for which we are liable. Enactment of stricter laws or regulations, stricter interpretation of existing laws and regulations or the requirement to undertake the investigation or remediation of currently unknown environmental contamination at our own or third party sites may require us to make additional expenditures, some of which could be material.

Local and state laws and regulations affecting the types of raw materials we may use in our products have been adopted in certain municipalities which restrict our ability to sell certain disposable foodservice products that contain raw materials that are non-recyclable, or do not biodegrade or compost. If we are unable to substitute raw materials that meet new environmental regulations, our sales may decline in those localities where such laws and regulations have been adopted and result in an adverse effect on our business, results of operations or cash flows.

13

Our international operations expose us to risks related to conducting business in multiple jurisdictions outside the United States.

The Company’s international operations consist of operating subsidiaries in five countries as well as international export sales originating both in the U.S and our international subsidiaries. The international scope of our operations may lead to volatile financial results and difficulties in managing our business. The Company generated approximately 14% of its net sales outside the United States for the year ended December 31, 2006. International sales and operations are subject to a number of risks, including the following:

• exchange rate fluctuations and limitations on convertibility;

• social and political turmoil, official corruption and civil unrest;

• restrictive governmental actions such as the imposition of trade quotas and restrictions on transfers of funds;

• changes in non-U.S. labor laws and regulations affecting our ability to hire, retain or dismiss employees;

• the need to comply with multiple and potentially conflicting laws and regulations;

• preference for locally branded products, and laws and business practices favoring local competition;

• less effective protection of intellectual property;

• difficulties and costs of staffing, managing and accounting for foreign operations; and

• unfavorable business conditions or economic instability in any particular country or region.

Our exposure to currency exchange rate fluctuations results primarily from the translation exposure associated with the preparation of our consolidated financial statements, as well as from transaction exposure associated with generating revenues and incurring expenses in different currencies. While our consolidated financial statements are reported in U.S. dollars, the financial statements of our subsidiaries outside the United States are measured using the local currency as the functional currency and translated into U.S. dollars by applying an appropriate exchange rate. As a result, fluctuations in the exchange rate of the U.S. dollar relative to the local currencies in which our subsidiaries outside the United States report could cause significant fluctuations in our consolidated results. We record sales and expenses in a variety of currencies. While our expenses with respect to foreign operations are generally denominated in the same currency as the corresponding sales, we have transaction exposure to the extent our receipts and expenditures are not offsetting in any currency. Moreover, the costs of doing business abroad may increase as a result of adverse exchange rate fluctuations. In addition, we may lose customers if exchange rate fluctuations, currency devaluation or economic crises increase the local currency price of our products or reduce our customers’ ability to purchase our products. If we are unable to manage the operational challenges associated with our international activities, our business, financial condition or results of operations could be materially and adversely affected.

If we are unable to improve existing products and develop new products, our sales and industry position may suffer.

We believe that our future success will depend, in part, on our ability to continue making innovations to our existing products and to develop, manufacture and market new products. This will depend, in part, on the success of our research and development and engineering efforts, our ability to expand or modify our manufacturing capacity and the extent to which we convince customers and consumers to accept our new products. If we fail to successfully innovate, introduce, market, manufacture and differentiate our products from those of our competitors, our ability to maintain or expand our net sales and to maintain or enhance our industry position could be adversely affected. This, in turn, could materially adversely affect our business, financial condition or results of operations.

The loss of the services of our key management and personnel could adversely affect our business.

We believe that our ability to successfully implement our business strategy and to operate profitably depends on the continued employment of some members of our senior management team. If these members of the management team become unable or unwilling to continue in their present positions, our business, financial condition or results of operations could be materially adversely affected. In addition, our continued growth depends on our ability to attract and retain experienced key employees.

14

We are controlled by the stockholders of Solo Cup Investment Corporation, the interests of which may conflict with the interests of our note holders.

All of our outstanding capital stock is owned by our parent company, SCIC. Holders of SCC Holding’s voting interests control 100% of the outstanding common stock of SCIC, and affiliates of Vestar Capital Partners hold 99.6% of the outstanding convertible participating preferred stock (“CPPS”) of SCIC, with the remaining balance of the CPPS held by members of our management.

The CPPS is currently convertible at any time, at the option of the holders, into 32.7% of the common stock of SCIC. The CPPS is entitled to vote on all matters, voting together with the holders of common stock as a single class. Holders of a majority of the outstanding shares of CPPS, voting as a separate class, are entitled to elect a majority of individuals to the board of directors of SCIC and the Company. In December 2006, Vestar became entitled, pursuant to the Stockholders Agreement between Vestar, SCIC, SCC Holding and the Company, to appoint a majority of the Board of Director positions of the Company. If Vestar receives a bona fide offer from a third party to purchase (whether by stock purchase, merger or otherwise), at least 80% of the Company’s common stock, SCC Holding has agreed at Vestar’s request to vote in favor of such offer.

The interests of SCC Holding and the holders of SCIC’s CPPS, including Vestar, could conflict with the interests of our note holders. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of these indirect equity holders might conflict with the interests of a note holder. SCIC’s stockholders may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though the transactions might involve risks to a holder of the notes. In addition, SCC Holding or its affiliates and Vestar or its affiliates may in the future own businesses that directly compete with ours. While we are subject to certain provisions of the Sarbanes-Oxley Act of 2002, these provisions do not require us to have independent directors.

The loss of one or more of our principal customers could have a material adverse effect on our business, financial condition or results of operations.

We have a number of large customers that account for a significant portion of our net sales. For the 2006 fiscal year, our five largest customers represented approximately 24.5% of net sales, with no one customer accounting for more than 7% of net sales. The loss of one or more of our large customers could have a material adverse effect on our business, financial condition or results of operations. In line with industry practice, we generally do not enter into long-term sales agreements with customers.

Prolonged work stoppages at plants with union employees could adversely affect our results and jeopardize our business and financial position.

As of December 31 2006, approximately 16% of our employees were covered by one or more collective bargaining agreements. This percentage may increase in the future. These collective bargaining agreements have staggered expirations over the next five years. Although we consider our employee relations to be generally good, a prolonged work stoppage or strike at any facility with union employees could have a material adverse effect on our business, financial condition or results of operations. In addition, upon the expiration of existing collective bargaining agreements, new agreements may not be reached without union action and any new agreements may not be on terms satisfactory to us.

We may undertake divestitures or make other acquisitions and consequently face management diversion and other risks.

We may pursue divestitures or make additional acquisitions in the future. Any future divestitures or acquisitions could be of significant size and may involve either domestic or international parties. To acquire and integrate a separate organization or to divest a portion of our business would divert management attention from other business activities. This diversion, together with other difficulties we may encounter in integrating an acquired business or selling a portion of our business, could have a material adverse effect on our business, financial condition or results of operations. Moreover, we may not realize any of the anticipated benefits of an acquisition or divestiture and integration or divestiture costs may exceed anticipated amounts. In connection with future acquisitions, we may also

15

assume the liabilities of the businesses we acquire. These liabilities could materially and adversely affect our business and financial condition.

We may not be able to adequately protect our intellectual property and other proprietary rights.

We rely on a combination of contractual provisions, confidentiality procedures and agreements, and patent, trademark, copyright, unfair competition, trade secrecy and other intellectual property laws to protect our intellectual property and other proprietary rights. Such measures may not provide adequate protection and may not prevent our competitors from gaining access to our intellectual property and proprietary information or independently developing technologies that are substantially equivalent or superior to our technology, which could harm our competitive position and could have a material adverse effect on our business, financial condition or results of operations. Furthermore, we cannot assure you that any pending patent application or trademark application held by us will result in an issued patent or registered trademark, or that any issued or registered patents or trademarks will not be challenged, invalidated, circumvented or rendered unenforceable.

Litigation may be necessary to enforce our intellectual property rights and protect our proprietary information, or to defend against claims by third parties that our products infringe their intellectual property rights. Any litigation or claims brought by or against us, whether with or without merit, or whether successful or not, could result in substantial costs and diversion of our resources, which could have a material adverse effect on our business, financial condition or results of operations. Any intellectual property litigation or claims against us could result in the loss or compromise of our intellectual property and proprietary rights, could subject us to significant liabilities, require us to seek licenses on unfavorable terms, prevent us from manufacturing or selling products and require us to redesign or, in the case of trademark claims, rename our products, any of which could have a material adverse effect on our business, financial condition or results of operations.

16

Item 2. Properties.

Our executive offices are located in Highland Park, Illinois. We own, lease and operate manufacturing and distribution facilities throughout North America and in Japan, Panama and the United Kingdom. The table below provides summary information regarding our material manufacturing, distribution, office and warehouse properties. We believe these properties, which are being used for their intended purposes, are adequate and well maintained. Substantially all of our properties are pledged as collateral under our senior secured first lien credit facility. See Item 7. As part of our integration of SF Holdings, we announced the closure of certain facilities. In January 2005, we announced the closure of our facility located in St. Albans, Vermont which was completed in the second quarter of 2006. In February 2005, we announced the closure of Glens Falls, New York and Springfield, Missouri. We completed the closure of Glens Falls, New York in the first quarter of 2006 and in 2006 we decided not to proceed with closing the Springfield, Missouri facility, which will now remain open. In 2006, we completed the construction of a new distribution center in Social Circle, Georgia that, upon completion, we began leasing. Distribution operations from the Conyers, McDonough and Jonesboro distribution centers in Georgia were successfully moved to Social Circle. Below is a list of our material manufacturing and distribution facilities as of December 31, 2006.

Facilities
Location		Function	Owned /Leased	Size (Approximate Square Footage)
California	El Cajon	Manufacture	Leased	101,410
	Rialto	Distribution Center	Leased	870,000
Georgia	Augusta	Manufacture	Owned	369,000
	Conyers	Manufacture	Owned	365,890
	Social Circle	Distribution Center	Leased	1,300,716
Idaho	Twin Falls	Manufacture	Owned	130,000
Illinois	Chicago	Manufacture	Owned	869,000
	Highland Park	Executive Office/Manufacture	Owned	317,000
	University Park (2 facilities)	Distribution Center	Leased	1,846,025
	Urbana	Manufacture	Owned	313,000
	Wheeling	Manufacture	Owned	333,000
Indiana	Indianapolis	Distribution Center	Leased	735,000
Maryland	Aberdeen	Distribution Center	Leased	205,030
	Federalsburg	Manufacture	Owned	450,000
	Hampstead	Distribution Center	Leased	1,034,000
	Havre de Grace	Distribution Center	Owned	502,000
	Owings Mills (2 facilities)	Manufacture/Distribution Center	Owned/ Owned	1,753,000
Massachusetts	Leominster	Manufacture	Owned	144,000
	North Andover	Manufacture	Leased	249,000
Missouri	Springfield	Manufacture	Owned	942,000
Nevada	North Las Vegas	Manufacture	Leased	195,000
New Mexico	Belen	Manufacture	Owned	175,000
Oklahoma	Ada	Manufacture	Owned	267,000
Texas	Dallas	Manufacture/Distribution Center	Owned	1,304,000
	Dallas (2 facilities)	Distribution Center	Leased	455,000
Washington	Sumner	Distribution Center	Leased	401,076
Wisconsin	Appleton (2 facilities)	Manufacture/	Owned	271,000
		Distribution Center	Leased	118,000
	Oshkosh	Manufacture/Distribution Center	Owned	486,000

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Non-U.S.	Mississauga, Ontario, Canada	Distribution Center/Office	Leased	262,000
	Toronto, Ontario, Canada	Manufacture/Distribution Center	Owned	400,000
	Japan—Fuji	Manufacture	Owned	51,000
	Japan—Kumamoto	Manufacture	Owned	141,000
	Japan—Kumamoto	Distribution Center	Leased	38,000
	Cuautitlan, Mexico (4 facilities)	Manufacture/Distribution Center	1 Owned/3 Leased	105,500
	Panama (3 facilities)	Manufacture/Distribution Center	2 Owned/1 Leased	182,500
	United Kingdom (4 facilities)	Manufacture/Distribution Center	Leased (1)	287,000

⁽¹⁾ At one of these facilities we own a building on leased land.

We also utilize a small number of third party warehouses on a pay for use basis.

Item 3. Legal Proceedings.

We are involved in various claims and legal actions arising from time to time in the ordinary course of business. While we cannot predict the outcome of these claims and actions 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 4. Submission of Matters to a Vote of Security Holders.

On December 15, 2006 pursuant to terms of a Transition Agreement dated December 14, 2006 among Vestar, Vestar Cup Investment, LLC, Vestar Cup Investment II, LLC, SCC Holding and SCIC, an action to appoint four additional directors by Vestar was submitted to SCIC, the sole shareholder of the Company, and was approved by written consent.

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

There is no public trading market for our common stock. SCIC, the Company’s parent company, is the owner of record of all of our common stock. We do not have any equity compensation plans under which our securities may be issued. See Note 16 to the Company’s consolidated financial statements in Item 8 of this Form 10-K for information regarding SCIC’s equity compensation plan.

Since our formation in January 2004, we have not paid dividends on our Solo Delaware common stock and we do not anticipate paying cash dividends in the foreseeable future. In addition, our bank credit facilities and the indenture governing our 8.5% Senior Subordinated Notes due 2014 restrict our ability to pay dividends on our common stock.

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Item 6. Selected Financial Data.

The following table sets forth selected historical consolidated financial data for Solo Cup Company and its subsidiaries. The information in this table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of this Form 10-K and Solo Cup Company’s consolidated financial statements, including the related notes, included in Item 8 of this Form 10-K.

(In millions)	Year Ended December 31, 2006			Year Ended January 1, 2006			Year Ended December 31, 2004 (1)			Year Ended December 31, 2003 (2)			Year Ended December 31, 2002 (2)
Statement of Operations Data:
Net sales	$	2,489.9		$	2,431.6		$	2,110.8		$	876.3		$	835.7
Cost of goods sold		2,224.9			2,122.5			1,813.9			770.0			710.5
Gross profit		265.0			309.1			296.9			106.3			125.2
Selling, general and administrative expenses		265.9			267.3			235.5			103.1			102.1
Impairment of goodwill		228.5			—			—			—			—
Contract dispute resolution		—			—			25.4			—			—
Other operating (income) expense, net		5.0			(6.1	)		(7.6	)		(1.6	)		(4.3	)
Operating (loss) income		(234.4	)		47.9			43.6			4.8			27.4
Interest expense, net		90.7			72.6			55.5			14.4			12.2
Prepayment penalties		—			—			30.7			—			3.0
Loss on debt extinguishment		—			—			0.9			—			—
Other (income) expense, net		(6.9	)		4.1			(3.5	)		(2.8	)		(4.6	)
Income tax provision (benefit) (3)		55.1			(9.0	)		10.1			3.1			0.8
Minority interest		—			(0.4	)		0.2			0.1			(0.3	)
Cumulative effect of changes in accounting principles (net of tax)		—			—			—			—			0.2
Net (loss) income	$	(373.3	)	$	(19.4	)	$	(50.3	)	$	(10.0	)	$	16.1
Balance Sheet Data:
Cash and cash equivalents	$	26.4		$	12.1		$	15.9		$	3.3		$	12.6
Working capital		462.2			443.6			385.7			48.7			66.5
Property, plant and equipment, net		709.9			756.2			823.1			299.3			302.3
Total assets		1,542.4			1,844.7			1,888.6			619.0			616.3
Total debt, including current maturities		1,150.1			1,043.3			1,018.1			253.0			235.5
Total shareholder’s equity		13.6			385.5			412.6			236.6			251.6
Other Financial Data:
Net cash (used in) provided by operating activities	$	(46.9	)	$	2.7		$	(23.2	)	$	29.6		$	71.3
Net cash used in investing activities		(38.5	)		(30.9	)		(907.1	)		(44.7	)		(29.6	)
Net cash provided by (used in) financing activities		99.8			24.5			944.7			3.6			(31.6	)
Capital expenditures		65.1			53.1			42.2			34.7			47.9
Depreciation and amortization		100.8			104.1			93.7			41.7			38.1
Cash dividends declared (4)		—			—			13.8			9.2			9.2

⁽¹⁾ Amounts for the fiscal year ended December 31, 2004 include the results of SF Holdings from February 22, 2004 to January 2, 2005.

⁽²⁾ The financial information as of December 31, 2003 and for all prior periods present the financial position and results of operations of Solo Illinois, which are the same operations as those of the Company under a different capital structure.

⁽³⁾ Solo Illinois was subject to taxation under subchapter S of the Internal Revenue Code in the United States. Effective January 1, 2004, Solo Illinois became subject to taxation under subchapter C of the Internal Revenue Code in the United States and, consequently, federal income tax liabilities of Solo Illinois that previously flowed through to the shareholders prior to the acquisition of SF Holdings are included as liabilities of Solo Illinois after December 31, 2003.

⁽⁴⁾ The cash dividends declared in 2004 represent $13.8 million payable to shareholders of the Class A and Class B common stock of Solo Illinois, which was retired in February 2004.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Executive Summary

We are a leading global producer and marketer of disposable foodservice products including cups, lids, food containers, plates, bowls, portion cups, stirrers, straws, cutlery, napkins, placemats, tablecovers and disposable food packaging containers, with products available in plastic, paper and foam. We serve two primary customer groups, foodservice and consumer. Sales to foodservice customers accounted for approximately 81% of our net sales in 2006. Sales to consumer customers accounted for approximately 19% of our net sales in 2006.

The principal raw materials for our plastic products are resins, including polystyrene, polypropylene and APET. Resin prices are influenced by oil, natural gas, benzene and other input prices, increases or decreases in supply capacity and changes in demand. Benzene prices, which are a major contributor to the cost of polystyrene, have remained elevated and volatile due to demand fluctuations for gasoline additive usage.

The principal raw material used in our paper operations is solid bleached sulfate paperboard. Paper prices are driven by global supply and demand as well as input costs for energy, fiber, chemicals, polyethylene and transportation.

For the year ended December 31, 2006, we reported a $373.3 million net loss that includes the impairment of goodwill of $228.5 million and the establishment of a valuation allowance for deferred tax assets of $118.5 million. The goodwill impairment charges of $228.5 million were determined based on the results of an interim goodwill impairment test which was triggered by certain events, including the Company’s continuing net losses, significant increases in raw material costs and the impact of such increases on working capital and gross margin, as well as changes in our executive management team. The establishment of a valuation allowance for deferred tax assets of $118.5 million primarily relates to our expectation that we may not realize the full benefit of our net operating loss carryforwards. Other contributing factors to the decrease in operating results relate to higher resin and energy prices, costs associated with implementing our new order management system, and severance resulting from our reductions-in-force and the departure of certain executive officers.

We continue to have a significant amount of outstanding debt. As of December 31, 2006, we had total debt of $1,150.1 million. In December 2006, we entered into amendments to our first and second lien facilities which increased our borrowing capacity from $80.0 million to $130.0 million under the term loan under the second lien facility and modified the financial covenants we are required to meet. See further discussion of our liquidity position under Liquidity Outlook below.

Our focus in 2007 is on increasing operating results through the implementation of our performance improvement program, fine-tuning the implementation of our new order management system, focusing on cash and tightening spending. In addition, we continue to focus considerable attention to filling key positions in our executive management team.

Our performance improvement program was launched at the end of 2006. It is aimed at achieving significant and sustainable increases in operating results and cash flow. The program is organized into three major components: (1) Supply Chain, (2) Selling, General and Administrative Expense (“SG&A”) and (3) Commercial Optimization.

(1) The Supply Chain component targets improvements in purchasing, manufacturing and inventory management. In purchasing, we are taking steps to improve our procurement processes to help reduce costs. In manufacturing, we are focused on productivity improvements to help reduce costs. In inventory management, we are working to increase inventory turns in order to reduce costs while maintaining appropriate service levels.

(2) The SG&A component focuses on corporate costs. The first step in our SG&A cost reduction was our planned reduction-in-force in December 2006. The next step in our SG&A cost reduction includes standardizing and enforcing our expense policies and improving related processes.

(3) The Commercial Optimization component focuses on marketing and sales activities. This effort is aimed at increasing productivity, effectiveness and profitability in these functions by evaluating our pricing and marketing strategy and product mix and implementing new sales incentives.

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During the first quarter of 2007, we launched a new order management system that for the first time allows our customers to order the majority of our products on one purchase order. Previously, our customers had to order Sweetheart products and Solo products on two separate purchase orders. As expected, we have experienced the typical challenges of implementing a new system, including training our employees and customers on these new ordering processes and procedures. However, we are seeing a reduction in issues as our customers and employees become more familiar with our new policies, procedures and processes. We are beginning to experience the expected benefits and efficiencies of having visibility to more reliable ordering, filling and shipping information, and are able to better track and fulfill our customers’ orders.

We also recognize that our current liquidity situation requires us to tighten spending and explore cash savings opportunities, both through our performance improvement program described above, as well as executing certain sales of non-strategic assets.

Results of Operations for the 2006, 2005 and 2004 Fiscal Years

										2006 vs. 2005					2005 vs. 2004
	Fiscal Year (1)									Favorable / (Unfavorable)
(In thousands)	2006			2005			2004			$			%		$			%
Net sales	$	2,489,919		$	2,431,557		$	2,110,838		$	58,362		2.4	%	$	320,719		15.2	%
Cost of goods sold		2,224,867			2,122,452			1,813,946			(102,415	)	(4.8	)		(308,506	)	(17.0	)
Gross profit		265,052			309,105			296,892			(44,053	)	(14.3	)		12,213		4.1
Selling, general and administrative expenses		265,873			267,301			235,529			1,428		0.5			(31,772	)	(13.5	)
Impairment of goodwill		228,537			—			—			(228,537	)	*			—		—
Contract dispute resolution		—			—			25,389			—		—			25,389		*
Loss (gain) on sale of property, plant and equipment		5,017			(6,069	)		(7,584	)		(11,086	)	*			(1,515	)	(20.0	)
Operating (loss) income		(234,375	)		47,873			43,558			(282,248	)	*			4,315		9.9
Interest expense, net		90,705			72,550			55,490			(18,155	)	(25.0	)		(17,060	)	(30.7	)
Prepayment penalties		—			—			30,690			—		—			30,690		*
Loss on debt extinguishment		—			—			916			—		—			916		*
Foreign currency exchange (gain) loss, net		(6,806	)		4,262			(3,224	)		11,068		*			(7,486	)	*
Other (income) expense, net		(141	)		(193	)		(311	)		(52	)	(26.9	)		(118	)	(37.9	)
Loss before income taxes and minority interest		(318,133	)		(28,746	)		(40,003	)		(289,387	)	*			11,257		28.1
Income tax provision (benefit)		55,117			(8,960	)		10,113			(64,077	)	*			19,073		*
Minority interest		—			(409	)		214			(409	)	*			623		*
Net loss	$	(373,250	)	$	(19,377	)	$	(50,330	)	$	(353,873	)	*		$	30,953		61.5	%

* Not meaningful

⁽¹⁾ In June 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 ended on January 1, 2006. All subsequent fiscal years will end on the last Sunday in December. In our discussion and analysis of financial condition and results of operations, we refer to the year ended December 31, 2006 as “Fiscal Year 2006”, the year ended January 1, 2006 as “Fiscal Year 2005,” and the year ended December 31, 2004 as “Fiscal Year 2004.”

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Fiscal Year 2006 Compared to Fiscal Year 2005

Net sales

Net sales increased $58.4 million, or 2.4%, to $2,489.9 million for Fiscal Year 2006 compared to $2,431.6 million for Fiscal Year 2005. The increase in net sales reflects a 3.8% increase in average realized sales price and a 1.4% decrease in sales volume as compared to the prior year. The increase in average realized sales price reflects both the impact of pricing increases we implemented in response to higher raw material costs as well as a shift in product mix. The decrease in sales volume also reflects a shift in product mix in addition to the impact of competitive pricing pressure.

Cost of goods sold

Cost of goods sold increased $102.4 million, or 4.8%, for Fiscal Year 2006 compared to the prior year. The increase included a charge of $9.8 million to write-off obsolete spare parts and inventory during our second fiscal quarter due to a change in accounting estimate. The increase in cost of goods sold was offset by $22.1 million of curtailment gains related to negotiated changes in postretirement benefits for certain active employees. The remaining increase in cost of goods sold was primarily due to higher raw material costs, and to a lesser extent, increased utility and transportation costs. These cost increases were partially offset by reduced labor costs resulting from our reduction-in-force in April 2006.

Gross profit

Gross profit decreased $44.1 million, or 14.3%, to $265.1 million for Fiscal Year 2006 compared to $309.1 million for Fiscal Year 2005. Excluding the $9.8 million reserve for spare parts and inventory obsolescence and the $22.1 million of curtailment gains described above, the decrease in gross profit reflects our inability to pass through all raw material cost increases and optimize the pricing programs offered to our customers. As a percentage of net sales, gross profit decreased to 10.6% in 2006 from 12.7% in 2005.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased $1.4 million, or 0.5%, to $265.9 million in Fiscal Year 2006 compared to $267.3 million in Fiscal Year 2005. During Fiscal Year 2006 and 2005, selling, general and administrative expenses included integration costs of $3.4 million and $25.2 million, respectively, related to the SF Holdings Acquisition. Excluding the impact of reduced integration costs in 2006, the increase in selling, general and administrative expenses of $20.4 million was primarily driven by an increase in severance related to the departure of certain senior executives and our reductions-in-force in April and December of 2006, and costs associated with the expansion and upgrade of our order management system. As a percentage of net sales, selling, general and administrative expenses were 10.7% for Fiscal Year 2006 versus 11.0% for Fiscal Year 2005.

Impairment of goodwill

During 2006, we initiated a goodwill impairment test. This occurred as a result of (i) continuing net losses, (ii) significant increases in raw material costs and the impact of such increases on working capital and gross margin, and (iii) changes in our executive management team. As a result of these events, we determined that an impairment test of our North America and Europe reporting units should be performed. The impairment test was performed as of July 2, 2006 and, as a result, we recorded a goodwill impairment charge of approximately $228.5 million.

Loss (gain) on sale of property, plant and equipment

Loss on sale of property, plant and equipment was $5.0 million in Fiscal Year 2006 compared to a gain on sale of property, plant and equipment of $6.1 million in Fiscal Year 2005. The current year loss relates to the retirement of various machinery and equipment while the prior year includes a $6.8 million gain on the sale of land and buildings related to facilities previously closed as part of a consolidation of manufacturing, distribution and warehousing operations.

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Interest expense, net

Interest expense, net increased $18.2 million, or 25.0%, to $90.7 million for Fiscal Year 2006 compared to $72.6 million for Fiscal Year 2005. This resulted primarily from higher interest rates in addition to higher outstanding borrowings driven by the $80.0 million of proceeds received during March 2006 under the Second Lien Facility.

Income tax provision

Income tax provision was $55.1 million in Fiscal Year 2006 compared to a benefit of $9.0 million in Fiscal Year 2005. The provision in Fiscal Year 2006 included a $118.5 million income tax charge to record a valuation allowance for certain deferred tax assets, which was partially offset by the tax benefit generated from domestic operations.

Fiscal Year 2005 Compared to Fiscal Year 2004

On February 27, 2004, with an effective date of February 22, 2004, we acquired 100% of the outstanding capital stock of SF Holdings (“SF Holdings Acquisition”). Amounts for Fiscal Year 2004 include the results of SF Holdings from February 22, 2004 to January 2, 2005. Therefore, our discussion of 2005 results compared to 2004 results are partially driven by the effect of including SF Holdings’ results for 12 months in 2005 versus 10 months in 2004.

Net sales

Net sales increased $320.7 million, or 15.2%, to $2,431.6 million for Fiscal Year 2005 compared to $2,110.8 million for Fiscal Year 2004. This includes an increase of $187.0 million representing two additional months of SF Holdings’ sales in 2005 versus 2004. The remaining increase in net sales of $133.7 million, or 6.3%, reflects a 5.9% increase in average realized sales price and a 0.4% increase in sales volume as compared to the prior year. The increase in average realized sales price reflects the impact of pricing increases implemented in response to higher raw material costs.

Gross profit

Gross profit increased $12.2 million, or 4.1%, to $309.1 million for Fiscal Year 2005 compared to $296.9 million for Fiscal Year 2004. This includes a $20.6 million increase resulting from the SF Holdings Acquisition. Excluding the effect of the SF Holdings Acquisition, gross profit decreased $8.4 million. As a percentage of net sales, gross profit decreased 1.4% to 12.7% in 2005 versus 14.1% in 2004 impacted by our inability to pass through all raw material and transportation cost increases to our customers due to competitive pressure.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $31.8 million, or 13.5%, to $267.3 million in Fiscal Year 2005 compared to $235.5 million in Fiscal Year 2004. This includes an increase of $15.9 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 were approximately $25.2 million for Fiscal Year 2005 compared to $30.1 million for Fiscal Year 2004. Excluding the change in integration costs and the impact of SF Holdings described above, the increase in selling, general and administrative expenses of $20.8 million primarily reflects additional professional fees associated with our information technology efforts combined with increased marketing funds principally for our consumer-based customers.

Contract dispute resolution

In 2004, contract dispute resolution costs of $25.4 million represent the results of a settlement with our former logistics provider. This amount includes agreed-upon payments totaling $11.75 million, $4.4 million of receivables forgiven and $9.3 million of litigation-related expenses and contract execution costs.

Gain on sale of property, plant and equipment

Gain on sale of property, plant and equipment was $6.1 million in Fiscal Year 2005 compared to $7.6 million in Fiscal Year 2004. Fiscal Year 2005 includes a $6.8 million gain on the sale of land and buildings related to facilities previously closed as part of the consolidation of manufacturing, distribution and warehousing operations, while Fiscal Year 2004 includes gains on the sale of undeveloped land located in Santa Paula, California and Ada, Oklahoma.

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Interest expense, net

Interest expense, net increased $17.1 million, or 30.7%, to $72.6 million for Fiscal Year 2005 compared to $55.5 million for Fiscal Year 2004. This resulted from (i) two additional months of interest expense in 2005 associated with the debt issued in connection with the SF Holdings Acquisition, (ii) additional interest on the term loan under the First Lien due to higher interest rates, partially offset by lower average outstanding balances, and (iii) additional interest on the revolving credit facility under the First Lien due to higher interest rates and a higher average outstanding balance.

Prepayment penalties

Prepayment penalties were $30.7 million for Fiscal Year 2004. The prepayment fees resulted from the early extinguishment of the 7.08% senior notes due 2011 and the 3.67% Yen-denominated senior notes due 2008.

Loss on debt extinguishment

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

Income tax provision

Income tax provision was a benefit of $9.0 million in Fiscal Year 2005 compared to a provision of $10.1 million in Fiscal Year 2004. This change was primarily due to the change in tax filing status of Solo Illinois, effective as of January 1, 2004, from a subchapter S corporation to a subchapter C corporation under the U.S. Internal Revenue Code. This change resulted in the recognition of $24.4 million in net deferred tax liabilities and related deferred income tax expense in Fiscal Year 2004. This expense was partially offset by a $14.0 million tax benefit of Fiscal Year 2004 operating losses.

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.

Operating Cash Flows

Net cash used in operating activities during 2006 was $46.9 million compared to net cash provided by operating activities of $2.7 million during 2005. The increased use of cash was primarily driven by increased working capital needs, a reduction in our gross margin and higher interest payments on our long-term debt.

Working capital increased $18.5 million to $462.2 million at December 31, 2006 from $443.6 million at January 1, 2006. Working capital increased as a result of the net decrease in accounts payable and other accrued liabilities offset by the decrease in current deferred tax assets, which were reduced by the establishment of a valuation allowance against certain of the deferred tax assets. The decrease in accounts payable was driven by our focus to reduce inventory levels during the fourth quarter of 2006, which resulted in lower purchasing activity at the end of 2006 versus 2005.

Investing Cash Flows

Net cash used in investing activities during 2006 was $38.5 million compared to $30.9 million during 2005. The increased amount of net cash used in investing activities was driven by increased capital expenditures of approximately $12 million and lower proceeds from the sale of property, plant and equipment of approximately $11 million, partially offset by the release of $15.0 million of cash in escrow for a working capital adjustment and indemnification claims related to the SF Holdings Acquisition.

Capital expenditures during 2006 were $65.1 million compared to $53.1 million during 2005. Included in capital expenditures during Fiscal Year 2006 was approximately $50 million for new equipment, which includes approximately $20 million for our new order management system. Capital expenditures were primarily funded by borrowings under our revolving credit facilities.

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Financing Cash Flows

Net cash provided by financing activities during 2006 was $99.8 million compared to $24.5 million during 2005. The increase year over year is primarily driven by the $80.0 million of borrowings under our Second Lien Facility.

The following is a summary of long-term debt at December 31, 2006 and January 1, 2006 (in thousands):

	December 31, 2006		January 1, 2006
First Lien – Term Loan	$	632,125	$	638,625
First Lien – Revolver		102,600		61,700
Second Lien (1)		80,000		—
8.5% Senior Subordinated Notes		325,000		325,000
Canadian Credit Facility – Term Loan		8,379		9,514
Canadian Credit Facility – Revolver		—		449
Capital lease obligations		2,037		2,447
Total long-term debt		1,150,141		1,037,735
Less: current maturities of long-term debt		8,096		8,726
Total long-term debt, less current maturities	$	1,142,045	$	1,029,009

⁽¹⁾ On December 22, 2006, we entered into the second amendment to our Second Lien which allowed additional borrowings of $50.0 million. Subsequently, we received the $50.0 million in January 2007 and used the proceeds to pay down the outstanding borrowings on the revolving credit facility under our First Lien.

The following is a summary of our committed revolving credit facilities at December 31, 2006 (in thousands):

	Commitment Amount		Amounts Outstanding		Letters of Credit (1)		Unused Capacity
First Lien:
Revolving facility	$	150,000	$	102,600	$	25,617	$	21,783
Canadian Credit Facility:
Revolving facility		10,725		—		—		10,725
	$	160,725	$	102,600	$	25,617	$	32,508

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

In addition to the unused capacity under our revolving facilities, the term loan under our Canadian Credit Facility had additional borrowing availability of CAD $7.4 million (approximately $6.3 million) as of December 31, 2006.

Second Lien Facility

On March 31, 2006, we entered into a senior secured second lien credit agreement (“Second Lien”). The Second Lien provides a secured term loan facility in the amount of $80.0 million (“Second Term Loan”). The proceeds of the Second Term Loan were used to reduce amounts outstanding under our revolving credit facility under the First Lien. The principal amount will be due upon maturity in February 2012. The Second Lien was subsequently amended by Amendment No. 1, dated October 13, 2006, and by Amendment No. 2, dated December 22, 2006.

Amendment No. 2 to the Second Lien provides for an additional $50.0 million in borrowings and that such borrowings be used to reduce amounts outstanding under the revolving credit facility under our First Lien, as discussed below. On January 5, 2007, we borrowed the additional $50.0 million and used the proceeds to pay down amounts outstanding under the revolving credit facility under our First Lien.

The Second Term Loan bears interest, at our option, at a rate equal to the London Inter-Bank Offer Rate (“LIBOR”) plus 6.25% (referred to as “Eurodollar Rate Loans”); or 5.25% plus the higher of (a) the Bank of America prime rate or

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(b) the Federal Funds rate plus  ¹/2 of 1% (referred to as “Base Rate Loans”). If we pay down the term loan prior to December 22, 2007, we are required to pay a call premium equal to 1% of the principal amount prepaid.

During the year ended December 31, 2006, the Second Term Loan consisted of only Eurodollar Rate Loans with a weighted average annual interest rate of 10.44%. As of December 31, 2006, the interest rate for the Second Lien was 11.62%.

We were in compliance with all covenants under the Second Lien during the year ended December 31, 2006, except for those items described below under “Waiver and Default.”

First Lien 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 on February 27, 2011 (collectively, the “First Lien”). The revolving credit facility is principally used for working capital purposes, and the term loan facility was used to finance our acquisition of SF Holdings and related transactions. The First Lien was subsequently amended by Amendment No. 1, dated as of March 31, 2005, by Amendment No. 2, dated as of October 14, 2005, by Amendment No. 3 and waiver dated as of March 27, 2006, by Amendment No. 4 and waiver dated as of October 13, 2006 and Amendment No. 5 dated as of December 22, 2006.

The terms of the First Lien, as amended, 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 payments have been made to date.

For purposes of calculating interest, loans under the First Lien are designated as Eurodollar Rate Loans or, in certain circumstances, Base Rate Loans. Eurodollar rate loans bear interest at the British Bankers Association Interest Settlement Rate for deposits in dollars plus a borrowing margin as described below under Amendment No. 5. Interest on Eurodollar rate loans is payable at the end of the applicable interest period of one, two, three or six months, provided that if the applicable interest period is six months, interest also be paid at three months. Base rate loans bear 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, as described below under Amendment No. 5.

As of December 31, 2006, the weighted average annual interest rate applicable to Eurodollar rate loans was 8.87% and the weighted average annual interest rate applicable to base rate loans was 10.75%. During the year ended December 31, 2006, the weighted average annual interest rate for the credit facilities was 7.64%. At December 31, 2006, under the First Lien, the interest rate on the term loan facility was 8.87% and the interest rate on the revolving credit facility was 10.38%.

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

Waiver and default

In August 2006, as a result of the delay in filing our Form 10-Q for the thirteen weeks ended July 2, 2006, we obtained a waiver under our First Lien and Second Lien to allow additional time to file such report by October 16, 2006. In September 2006, we announced that we had determined to restate certain of our previously issued consolidated financial statements and that our consolidated financial data for previous annual and interim periods contained errors and should therefore not be relied upon. As a result of management’s determination to restate certain of its consolidated financial statements, we informed the administrative agents under our First and Second Lien Facilities that we were in default under such facilities.

Amendment No. 4

On October 13, 2006, we entered into a Waiver and Fourth Amendment to our First Lien and a Waiver and First Amendment to our Second Lien (collectively “Waiver”). The Waiver was effective with respect to financial covenants through January 2, 2007. The Waiver generally waived our noncompliance with the First and Second Lien for events of default resulting from the restatement for the periods restated. The Waiver also provided that if we did not meet the financial covenant ratios for the first fiscal quarter of 2006 (or for prior fiscal periods), to the extent resulting from the restatement, or for any reason did not meet the financial covenant ratios for the second, third and fourth fiscal quarters of 2006 as set forth in the First and Second Lien Credit Facilities, it did not constitute an event of default under such

26

facilities. By entering into the Waiver, we re-established our ability to borrow additional amounts (up to the maximum permitted) under the terms of our $150.0 million revolving credit facility.

Amendment No. 5

On December 22, 2006, we entered into Amendment No. 5 to the First Lien (“Amendment No. 5”). Amendment No. 5 permits an additional $50.0 million of borrowing under our Second Lien. We are required to use the proceeds of the $50.0 million to pay down the revolving credit loans under the First Lien; provided, however, that the $50.0 million payment will not be a permanent reduction to our revolving credit facility under the First Lien.

Amendment No. 5 modified the applicable borrowing margin for the borrowings under the First Lien to provide for different pricing levels depending upon the Company’s consolidated leverage ratio and the type of loan (including letters of credit). Based upon the new pricing levels, the borrowing margin, with respect to revolving credit loans and letters of credit, varies from 2.75% to 3.50% on Eurodollar rate loans and from 1.75% to 2.50% on base rate loans, depending on the Company’s leverage ratio. With respect to the term loan facility under the First Lien, the borrowing margin is 3.50% for Eurodollar rate loans and 2.50% for base rate loans.

Amendment No. 5 also revised the ratios of the financial covenants that we are required to maintain for 2006, 2007, 2008 and 2009, by allowing lower ratios in certain quarters of Consolidated EBITDA to Consolidated Cash Interest Expense, and by allowing higher ratios in certain quarters of Average Total Debt to Consolidated EBITDA (all capitalized terms as defined in Amendment No. 5).

We may dispose of business lines or segments, provided that the disposed assets in aggregate constitute no more than 3% of consolidated total assets during any four fiscal quarters. Pursuant to Amendment No. 5, in addition to the foregoing, the Company may dispose of an additional 17% in aggregate of business lines or segments through December 31, 2007. The proceeds of dispositions of business lines or segments and the disposition of equipment, real property and intellectual property in excess of $10.0 million in any fiscal year must be used to repay amounts outstanding under the First Lien. The reinvestment of such proceeds in the Company or our subsidiaries is no longer permitted.

In addition, the definition of sale and leaseback transactions was expanded and provides that we may enter into such transactions in an aggregate amount not to exceed $175.0 million provided that such transactions are completed on or prior to September 30, 2007 and the proceeds of the dispositions are used to repay the loans under the First Lien and may be used to repay the loans under the Second Lien provided that no default has occurred or is occurring before or after giving affect to the prepayment. If a sale and leaseback transaction is completed after September 30, 2007, we may use the proceeds to prepay loans under the Second Lien only if on the date of such prepayment, after giving pro forma effect thereto, the Company’s consolidated leverage ratio is less than 5.00:1.00 and before and after giving effect to such prepayment, no default has occurred and is continuing.

Amendment No. 5 also added a new consolidated senior leverage ratio covenant that provides that until the amount of debt under the Senior Debt (as defined in Amendment No. 5) is reduced to $250 million, the consolidated senior leverage ratio may not be greater than the designated ratios for each quarter.

We were in compliance with all covenants under the First Lien during the year ended December 31, 2006, except as described above under “Waiver and Default.”

Our obligations under the First Lien and Second Lien are guaranteed by our parent, SCIC, and each existing direct and indirect subsidiary of SCIC other than the Company, subject to certain exceptions. In addition, each significant domestic subsidiary of the Company subsequently formed is required to guarantee these obligations.

The First Lien is secured by:

(i) all present and future property and assets, real and personal, of the Company, its restricted subsidiaries, and each guarantor, subject to certain restrictions;

(ii) a pledge of 100% of the stock of each of SCIC’s present and future direct and indirect domestic subsidiaries and a lien on 66.0% of the stock of each controlled foreign corporation subsidiary, as defined;

(iii) all present and future intercompany debt of the Company, its restricted subsidiaries, and each guarantor; and

(iv) all proceeds of the foregoing.

27

Under the First Lien, the Company is required to meet certain restrictive financial covenants, including a maximum consolidated leverage ratio, minimum consolidated interest coverage ratio, a consolidated senior leverage ratio and maximum capital expenditures. The First Lien also contains other various covenants that limit, or restrict our ability to, among other things:

• incur additional indebtedness, including guarantees;

• create, incur, assume or permit to exist liens on property and assets;

• make loans and investments and enter into acquisitions and joint ventures;

• engage in sales, transfers and other dispositions of the Company’s property or assets;

• prepay, redeem or repurchase the Company’s debt, or amend or modify the terms of certain material debt or certain other agreements;

• declare or pay dividends to, make distributions to, or make redemptions and repurchases from, equity holders; and

• restrict the ability of the Company’s subsidiaries to pay dividends, make distributions and pay management fees.

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

The Company is required to make a mandatory annual prepayment of the term loan facility and the revolving credit facility in an amount equal to 50% of excess cash flow, as defined in the term loan documentation, when the consolidated leverage ratio is 3.50:1.00 or greater, or 25% of excess cash flow when the Company’s consolidated leverage ratio is less than 3.50:1.00. In addition, the Company is required to make a mandatory prepayment of the term loan facility and the revolving credit facility with, among other things: (i) 100% of the net cash proceeds of any property or asset sale, subject to certain exceptions and reinvestment requirements; (ii) 100% of the net cash proceeds of any extraordinary receipts, as defined in the term loan documentation, such as tax refunds, pension plan reversions, proceeds of insurance or condemnation awards, subject to certain exceptions and reinvestment requirements; (iii) 100% of the net cash proceeds of certain debt issuances, subject to certain exceptions; and (iv) 50% of the net cash proceeds from the issuance of additional equity interests when the consolidated leverage ratio is 3.50:1.00 or greater, or 25% of such proceeds when the consolidated leverage ratio is less than 3.50:1.00. Mandatory prepayments will be applied first to the term loans on a pro rata basis, and thereafter to the revolving loans. For the year ended December 31, 2006, the Company was not required to make a mandatory annual prepayment or any prepayments based on excess cash flow, disposition of assets or extraordinary receipts.

The First Lien requires us to fix the interest rate for a portion of the borrowings through February 2007. As of December 31, 2006, we have four interest rate cap agreements with a total notional amount of $265.0 million. Under these interest rate cap agreements, we receive variable interest rate payments when the three-month LIBOR rises above 6.0%. Three of the interest rate cap agreements, with total notional of $245.0 million, are in effect through September 14, 2007. The remaining interest rate cap agreement, with a notional of $20.0 million, is in effect through October 12, 2007.

8.5% Senior Subordinated Notes

On February 27, 2004, we issued $325.0 million of 8.5% Senior Subordinated Notes due February 15, 2014 (the “Notes”) with interest paid semi-annually every February 15 and August 15. We have made all scheduled interest payments to date. Under the indenture governing the Notes, subject to exceptions, we must meet a minimum fixed charge coverage ratio to incur additional indebtedness.

The Notes are not redeemable until February 15, 2009. Starting on that date, we have the option to redeem all or a portion of the Notes at a redemption price equal to a percentage of the principal amount thereof plus accrued interest as follows:

Period	Redemption price
For the twelve-month period beginning February 15, 2009	104.250	%
For the twelve-month period beginning February 15, 2010	102.833	%
For the twelve-month period beginning February 15, 2011	101.417	%
February 16, 2012 and thereafter	100.000	%

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The Notes provide that upon the occurrence of a change in control, as defined, the holders will have an option to require the redemption of the Notes at a redemption price equal to 101.0% of the principal amount thereof plus accrued interest. The indenture governing the Notes contains various covenants which, subject to exception, prohibit, or limit, among other things:

• asset sales;

• changes of control;

• dividend payments;

• equity repurchases or redemptions;

• the incurrence of additional indebtedness;

• the issuance of disqualified stock;

• certain transactions with affiliates;

• the creation of additional liens; and

• certain other business activities.

In August 2006, we announced that we would delay filing our Quarterly Report on Form 10-Q for the thirteen weeks ended July 2, 2006 as a result of an accounting review undertaken when new management was appointed by our Board of Directors in the second and third quarters of 2006. As a result of the delay, we received notice on August 17, 2006 from the trustee under the indenture for the Notes that we failed to comply with the provisions of the indenture requiring that we provide quarterly financial information for the thirteen weeks ended July 2, 2006, to the holders of the notes issued thereunder. Under the terms of the indenture, we had until October 16, 2006, to comply with this requirement. By providing the required quarterly information on October 16, 2006, we satisfied this obligation.

Canadian Credit Facility

On October 19, 2006, Solo Cup Canada Inc. (“Solo Canada”), a Canadian subsidiary of the Company, entered into an Amendment Agreement with GE Canada Finance Holding Company (“GE”) which amended certain terms of the Credit Agreement dated September 24, 2004 (“Original Agreement”), (collectively “Canadian Credit Facility”). The Amendment Agreement, among other things, reallocated the maximum amounts available under each facility, revised the applicable interest rates and amended certain covenants. The term of the Original Agreement was extended from September 24, 2007 to September 29, 2011. The maximum amount available, subject to borrowing base limitations, remains at CAD $30.0 million, with a term facility maximum of CAD $17.5 million and a revolving credit facility maximum of CAD $12.5 million that increases to CAD $16.5 million, on a dollar for dollar basis, as the term loan’s outstanding balance is reduced.

Applicable interest rates under the revolving and term loan facility were reduced at Solo Canada’s option, to the Canadian prime rate plus 0.25%, or the Canadian bankers acceptance rate plus 1.50%. Under the Original Agreement, borrowing under the revolving and term loan facility, at Solo Canada’s option, bore interest at the Canadian prime rate plus 0.50% or Canadian bankers acceptance rate plus 1.75% for the revolving facility, and the Canadian prime rate plus 0.75% or Canadian bankers acceptance rate plus 2.00% for the term loan.

The Amendment Agreement added a new provision, subject to certain restrictions, allowing Solo Canada to use the proceeds from the facilities or cash on hand to make investments in its affiliates or in businesses that are substantially similar to Solo Canada up to a maximum of CAD $10.0 million. A new covenant was also added to allow Solo Canada to make a one time capital expenditure of CAD $6.0 million to provide for increased manufacturing capacity and the minimum fixed charge ratio was revised from 1:1 to 1.25:1 on a rolling twelve month basis.

At December 31, 2006, there was no balance outstanding on the revolving facility, the term loan balance was CAD $9.8 million (approximately $8.4 million) and carried an effective interest rate of 5.83%.

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Contractual obligations

The following summarizes our contractual obligations at December 31, 2006, and the effect such obligations are expected to have on our liquidity and cash flows in future periods (in thousands):

			Payments due in fiscal
	Total		2007 (3)		2008		2009		2010		2011		Thereafter
Long-term debt obligations	$	1,148,104	$	7,741	$	7,741	$	7,741	$	110,342	$	609,539	$	405,000
Capital lease obligations (1)		2,482		465		315		296		296		296		814
Non-cancelable operating leases		345,237		31,856		29,526		28,877		26,850		24,634		203,494
Interest payments (2)		522,277		106,412		105,579		103,890		98,113		39,220		69,063
Total	$	2,018,100	$	146,474	$	143,161	$	140,804	$	235,601	$	673,689	$	678,371

⁽¹⁾ We have capital leases of approximately 12.3 million yen and approximately 1.0 million GBP (approximately $2.0 million) of which approximately 10.2 million yen and approximately 0.1 million GBP (approximately $0.3 million) is classified as current.

⁽²⁾ In estimating future interest payments, we used interest rates in effect as of December 31, 2006 and used our average outstanding borrowings under revolving credit facilities during 2006 as the estimate of future years’ average outstanding borrowings.

⁽³⁾ We expect that our contributions in 2007 to our defined benefit plans will be approximately $12 million, which are not included in the contractual obligations table above.

Other Contingencies

We entered into agreements with the State of Illinois (“State”) and the City of Chicago (“City”) relating to the acquisition and development of certain property of the Company located in the City. Pursuant to these agreements, the State and City provided certain grants to us, paid certain costs on our behalf and undertook certain obligations relating to the property. Under these agreements, we are required to fulfill certain obligations relating to development of the property and retention of a certain number of employees. If these obligations were not fulfilled, we may be required to repay certain amounts granted or paid by the City or the State, the net impact of which, we believe, would not be material to our business, financial condition, results of operations or cash flows. During the first quarter of 2007, the Company entered into a purchase and sale agreement to sell the property. The purchase and sale agreement provides that, upon the closing of the sale, the obligations of the Company to the State and City will be satisfied or the Company will otherwise be released from such obligations.

Liquidity Outlook

Management believes that cash generated by operations, amounts available under our credit facilities, proceeds from a sale-leaseback transaction and funds generated from non-strategic 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 2007 capital expenditures will be approximately $55 million and contributions to our defined benefit plans will be approximately $12 million.

We have recorded net losses in each fiscal year since the fiscal year ended December 31, 2003. These losses, adjusted for non-cash operating costs such as depreciation and amortization, have not provided sufficient cash flow to offset our working capital needs. This resulted in an overall use of cash from operating activities in fiscal years 2006 and 2004. As a result, we have increased our borrowing availability through the Second Lien that was originated during the first quarter of 2006 and modified in December 2006 to allow for additional borrowings. These credit facilities, as well as the indenture governing the notes described above, impose certain restrictions upon our operations in the form of financial covenants and other terms and conditions that could limit our access to additional funding and impair our ability to meet our obligations as they become due.

While we have unutilized capacity under our credit facilities as of December 31, 2006, our ability to utilize this liquidity depends upon continuing compliance with financial covenants. In order to help ensure continuing compliance with the covenants and provide necessary liquidity to operate our business and implement our business strategies, our focus in 2007 is on improving operating results and cash flow. We have taken, and continue to take, a number of steps to maximize our near-term liquidity to meet our expected working capital needs, fund our capital expenditure requirements and fulfill our lease and debt service obligations over the longer term. We are evaluating opportunities to

30

pay down existing debt through financing in the form of a sale-leaseback transaction and through sales of non-strategic assets. Our focus however, continues to be making the operational improvements that we believe will provide needed long-term financial flexibility and will consider non-core asset sales only at prices and upon terms that are consistent with our view of the value of such assets. Other necessary steps include achieving targeted revenue enhancement and cost savings under our performance improvement program, described more fully in our Executive Summary above. This program was launched in December 2006 and many of its initiatives have already begun to be implemented in the first quarter of 2007.

At December 31, 2006, the Company’s outstanding borrowings under our First Lien and Second Lien, the 8.5% Senior Subordinated Notes and foreign borrowings in the aggregate are approximately $1,150.1 million. Management believes based on its estimates that it is probable that one or more of the initiatives described above will be accomplished during 2007, such that we expect to stay in compliance with all of our financial covenants. Accordingly, we have classified the outstanding balance of the First Lien and Second Lien on our consolidated balance sheet based on their stated maturities.

Off-balance sheet arrangements

We have letters of credit that are obtained to ensure the performance and payment to third parties in accordance with specified terms and conditions. Under the First Lien, we have the ability to issue up to $40.0 million in letters of credit, and all issued letters of credit are secured by the facility. As of December 31, 2006, approximately $25.6 million of standby letters of credit were outstanding under the facility. These standby letters of credit are used primarily to support our workers’ compensation insurance programs. We are not required to provide cash collateral for letters of credit issued, but must adhere to the financial covenants set forth in the First Lien indenture.

Net Operating Loss Carryforwards

As of December 31, 2006, we had approximately $338.7 million of U.S. federal tax net operating loss carryforwards that expire between 2016 and 2026. Approximately $99.7 million of such carryforwards are subject to the provisions of Internal Revenue Code Section 382. During 2006, we assessed the realizability of deferred tax assets, including our net operating loss carryforwards, and concluded that it was more likely than not that the Company would not fully realize the benefits of its existing deferred tax assets and increased our valuation allowance by $118.1 million. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Critical Accounting Estimates

In preparing our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, we must make decisions that impact the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgments based on our understanding and analysis of the relevant circumstances, current developments and historical experience. Actual amounts could differ from those estimated at the time the consolidated financial statements are prepared. Management has discussed the development and selection of these critical accounting estimates with the audit committee of the Board of Directors (“Committee”) and the Committee has reviewed this disclosure.

The Company’s significant accounting policies are described in Note 2 to the consolidated financial statements in Item 8. Some of these significant accounting policies require us to make difficult, subjective or complex judgments or estimates. An accounting estimate is considered to be critical if it meets both of the following criteria: (i) the estimate requires assumptions about matters that are highly uncertain at the time the accounting estimate is made and

31

(ii) different estimates reasonably could have been used or changes in the estimate that are reasonably likely to occur from period to period would have a material impact on the presentation of our financial condition, changes in financial condition or results of operations. Our critical accounting estimates include the following:

Accounts receivable valuation. We value accounts receivable, net of an allowance for doubtful accounts. Each quarter, we estimate our ability to collect outstanding receivables and establish an allowance for doubtful accounts that reflects our best estimate of the amount of probable credit losses in our existing accounts receivable. In doing so, we evaluate the age of our receivables, past collection history, current financial condition of key customers and economic conditions. Based on this evaluation, we establish a reserve for specific accounts receivable that we believe are uncollectible, as well as an estimate of uncollectible receivables not specifically known. Our estimate of the allowance for doubtful accounts is a critical accounting estimate because it is highly susceptible to change from period to period. In addition, it requires management to make judgments about the future financial condition of our customers.

Deterioration in the financial condition of any key customer or a significant slowdown in the economy could have a material negative impact on our ability to collect a portion or all of the accounts receivable. We believe that analysis of historical trends and current knowledge of potential collection problems provides us with sufficient information to establish a reasonable estimate of an allowance for doubtful accounts. However, since we cannot predict with certainty future changes in the financial stability of our customers, our actual future losses from uncollectible accounts may differ from our estimates. In the event we determine that a smaller or larger balance of the allowance for uncollectible accounts was appropriate, we would record a credit or charge to selling, general and administrative expenses in the period in which we made such a determination.

We provide allowances for estimated returns and customer incentive programs when the revenue is recognized, based on historical experience, current trends and any notification of pending returns. The customer allowances are, in many instances, subjective and are determined with significant management judgment and are reviewed regularly to determine the adequacy of the amounts. Changes in economic conditions, markets and customer relationships may require adjustments to these allowances from period to period. In the event that future trends vary significantly from past or expected trends, our reported net sales may increase or decrease by a material amount. The most significant allowance reflects management’s estimates of discounts that certain foodservice customers are entitled to claim based on their distribution activities. Management’s calculation is based on historical trends of both the discount amounts claimed and length of time between our sale of the product and the customer’s claim.

Customer discounts and allowances. Certain customer discounts and allowances are earned and payable to customers if a specified level of annual sales volume is met. We record such customer discounts and allowances based on the estimated and probable sales volume for the annual period. The amounts are recorded as a reduction of net sales based on the actual customers’ sales volume during the period. If actual annual sales volume differs from management estimates, gross margin and operating income could be affected.

Vendor incentives. Certain vendor incentives are earned only if a specified level of annual purchases is achieved. We record such incentives during the interim periods based on the actual results achieved on a year-to-date basis compared to targets or specified levels of purchases. The amounts are recorded as a reduction of cost of goods sold based on the purchase volume during the interim period. If actual purchase volume differs from management estimates, gross margin and operating income could be affected.

Inventory reserves. We establish reserves for our inventory to reflect those conditions when the cost of the inventory is not expected to be recovered. We review such circumstances when products are not expected to be saleable based on criteria established by our supply chain organization. The reserve for these products is equal to all or a portion of the cost of the inventory based on the specific facts and circumstances. We monitor inventory levels on a regular basis and record changes in inventory reserves as part of costs of goods sold.

Income taxes. We account for income taxes in accordance with the asset and liability method under Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement and income tax bases of assets and liabilities and tax credit and operating loss carryforwards using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. The

32

effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The recoverability of deferred tax assets is dependent upon our assessment of whether it is more likely than not that sufficient future taxable income will be generated in the relevant tax jurisdiction to utilize the deferred tax asset. We review our internal forecasted sales and pre-tax earnings estimates to make our assessment about the utilization of deferred tax assets. In the event we determine that our future taxable income will not be sufficient to utilize the deferred tax asset, a valuation allowance is recorded. If that assessment changes, a charge or a benefit would be recorded in the statement of operations.

Impact of Recently Issued Accounting Standards

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109, which changes the threshold for recognizing the benefit of an uncertain tax position, prescribes a method for measuring the tax benefit to be recorded and requires incremental quantitative and qualitative disclosures about uncertain tax positions. Under FIN 48, a tax position that meets a more likely than not recognition threshold, based solely on the technical merits of the position, will be recognized in the consolidated financial statements. The tax position will be measured at the largest amount of benefit that is more likely than not to be realized upon ultimate settlement. Additionally, FIN 48 requires a tabular presentation of potential tax benefits unrecognized at the beginning and end of the year that includes a listing of the significant changes during the year. The guidance is effective for the first fiscal year beginning after December 15, 2006 (our 2007 fiscal year), and the impact of adoption will generally be recorded as a cumulative effect of a change in accounting principle against our retained earnings balance as of the adoption date. However, to the extent the adoption of FIN 48 results in a revaluation of uncertain tax positions for which a valuation allowance has already been established, the cumulative effect will be recorded as an adjustment to deferred taxes. We do not believe the adoption of FIN 48 will have a material impact on our financial statements.

In September 2006, the FASB released SFAS No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS 158”), which is effective for fiscal years ending after December 15, 2007, for companies without publicly-traded equity securities. This statement requires the full recognition of the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in the consolidated balance sheet. This statement also requires that subsequent changes in that funded status be recognized during the year of the change through comprehensive income. The Company does not have publicly-traded equity securities and, therefore, will adopt the provisions of SFAS 158 during our 2007 fiscal year. We have not yet determined the effect, if any, that the adoption of SFAS 158 will have on our financial position.

In September 2006, the FASB issued SFAS No. 157 Fair Value Measurements (“SFAS 157”), which is effective in fiscal years beginning after November 15, 2007. This statement defines fair value, establishes a framework for measuring fair value in Generally Accepted Accounting Principles (“GAAP”), and expands disclosures about fair value measurements. We have not yet determined the effect, if any, that the adoption of SFAS 157 will have on our results of operations or financial position.

Item 7a. Quantitative and Qualitative Disclosures About Market Risk.

In the ordinary course of business, the Company is exposed to market risk, which consists primarily of interest rate risk associated with our variable rate debt. The First Lien Facility and the Canadian Credit Facility both include a revolving and term credit facility, which bear interest at a variable rate. The Second Lien Facility consists of a term loan facility, which also bears interest at a variable rate.

The interest rate on the First Lien Facility is either LIBOR based (1, 2, 3 or 6 months) (referred to as “Eurodollar”) plus a margin or the bank’s base rate plus a margin (referred to as “Base Rate”), whichever the Company selects. For the term loan, the margin varies from 2.75% to 3.50% on the Eurodollar borrowing and from 1.75% to 2.50% on the base rate borrowings depending on the Company’s leverage ratio. At December 31, 2006, the variable rate on term loan borrowings was 8.87% and the interest rate on borrowings under the revolving credit facility was 10.38%.

33

The term loan under the Second Lien Facility bears interest, at the option of the Company, at a rate equal to Eurodollar plus 6.25% per annum; or 5.25% per annum plus the higher of (a) the Bank of America prime rate or (b) the Federal Funds rate plus  ¹/2 of one percentage point. As of December 31, 2006, the interest rate on the Second Lien Facility was 11.62%.

The Canadian revolving and term loan facility bear interest at the Canadian prime rate plus 0.25% or Canadian bankers acceptance rate plus 1.50%, at the Company’s option. As of December 31, 2006, there were no borrowings under the revolving credit facility and the term loan carried an effective interest rate of 5.83%.

The First Lien Facility requires us to hedge a portion of the borrowings. As of December 31, 2006, we had interest rate cap agreements with a total notional amount of $265.0 million. Under these agreements the Company receives variable interest rate payments when the 3-month LIBOR rises above 6.0%. These agreements are in effect through September 14, 2007 for a total notional amount of $245.0 million and October 12, 2007 for a total notional amount of $20.0 million.

Outstanding indebtedness under the First Lien Facility was $734.7 million as of December 31, 2006 with availability of $21.8 million. As of December 31, 2006, outstanding indebtedness under the Second Lien Facility was $80.0 million. Outstanding indebtedness under the Canadian Credit facility was CAD $9.8 million (approximately $8.4 million) with availability of CAD $12.5 million (approximately $10.7 million). Based upon the information above, the Company’s annual pre-tax loss would decrease by approximately $8.2 million for each one-percentage point decrease in the interest rates applicable to the variable rate debt. Additionally, the Company’s annual pre-tax loss would increase by approximately $7.3 million for a one-percentage point change in the interest rates applicable to the variable rate debt which includes the effect of the interest rate cap 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.

For the year ending January 1, 2006, the Company’s annual pre-tax loss would have changed by approximately $5.0 million for each one-percentage point change in the interest rates applicable to the variable rate debt.

34

Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Solo Cup Company:

We have audited the accompanying consolidated balance sheets of Solo Cup Company and subsidiaries (the Company) as of December 31, 2006 and January 1, 2006, and the related consolidated statements of operations, shareholder’s equity, and cash flows for each of the years in the three-year period ended December 31, 2006. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Solo Cup Company and subsidiaries as of December 31, 2006 and January 1, 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Chicago, Illinois

March 30, 2007

35

SOLO CUP COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	December 31, 2006			January 1, 2006
Assets
Current assets:
Cash and cash equivalents	$	26,391		$	12,087
Cash in escrow		—			15,000
Accounts receivable:
Trade, less allowance for doubtful accounts of $3,430 and $5,469		227,446			222,283
Other		26,852			21,989
Inventories		389,096			381,264
Spare parts		26,208			36,712
Deferred income taxes		34,290			59,057
Prepaid expenses		7,174			9,325
Income taxes receivable		1,809			—
Other current assets		2,940			5,875
Total current assets		742,206			763,592
Property, plant and equipment, net		709,878			756,185
Spare parts		15,009			12,389
Goodwill		20,792			245,547
Intangible assets		17,910			28,065
Deferred financing fees, net		29,755			26,790
Other assets		6,840			12,105
Total assets	$	1,542,390		$	1,844,673
Liabilities and Shareholder’s Equity
Current liabilities:
Accounts payable	$	134,598		$	163,599
Accrued payroll and related costs		54,811			58,216
Accrued customer allowances		38,630			29,289
Accrued expenses and other current liabilities		43,452			51,904
Short-term debt		—			5,546
Current maturities of long-term debt		8,096			8,726
Income taxes payable		464			2,667
Total current liabilities		280,051			319,947
Long-term debt, less current maturities		1,142,045			1,029,009
Deferred income taxes		54,294			25,829
Pensions and other postretirement benefits		37,548			74,374
Other liabilities		14,869			10,008
Total liabilities		1,528,807			1,459,167
Shareholder’s equity:
Common stock – Par value $0.01 per share; 1,000 shares authorized; 100 shares issued and outstanding at December 31, 2006 and January 1, 2006		—			—
Additional paid-in capital		257,612			258,049
(Accumulated deficit) retained earnings		(245,731	)		127,519
Accumulated other comprehensive income (loss)		1,702			(62	)
Total shareholder’s equity		13,583			385,506
Total liabilities and shareholder’s equity	$	1,542,390		$	1,844,673

See accompanying notes to consolidated financial statements.

36

SOLO CUP COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

	Year ended December 31, 2006			Year ended January 1, 2006			Year ended December 31, 2004
Net sales	$	2,489,919		$	2,431,557		$	2,110,838
Cost of goods sold		2,224,867			2,122,452			1,813,946
Gross profit		265,052			309,105			296,892
Selling, general and administrative expenses		265,873			267,301			235,529
Impairment of goodwill		228,537			—			—
Contract dispute resolution		—			—			25,389
Loss (gain) on sale of property, plant and equipment		5,017			(6,069	)		(7,584	)
Operating (loss) income		(234,375	)		47,873			43,558
Interest expense, net of interest income of $2,294, $304, and $247		90,705			72,550			55,490
Prepayment penalties		—			—			30,690
Loss on debt extinguishment		—			—			916
Foreign currency exchange (gain) loss, net		(6,806	)		4,262			(3,224	)
Other (income) expense, net		(141	)		(193	)		(311	)
Loss before income taxes and minority interest		(318,133	)		(28,746	)		(40,003	)
Income tax provision (benefit)		55,117			(8,960	)		10,113
Minority interest		—			(409	)		214
Net loss	$	(373,250	)	$	(19,377	)	$	(50,330	)

See accompanying notes to consolidated financial statements.

37

SOLO CUP COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY

(In thousands, except share amounts)

	Common Stock			Class A Common Stock					Class B Common Stock					Additional paid-in capital			Retained earnings (accumulated deficit)			Accumulated other comprehensive income (loss)			Total shareholder’s equity
	Shares	Amount		Shares		Amount			Shares		Amount
Balance at December 31, 2003	—	$	—	10,367,626		$	103		57,474		$	1		$	24,965		$	211,057		$	505		$	236,631
Net loss	—		—	—			—		—			—			—			(50,330	)		—			(50,330	)
Dividends declared	—		—	—			—		—			—			—			(13,831	)		—			(13,831	)
Retirement of common stock – Solo Illinois	—		—	(10,367,626	)		(103	)	(57,474	)		(1	)		(24,965	)		—			—			(25,069	)
Issuance of common stock – Solo Delaware	100		—	—			—		—			—			254,696			—			—			254,696
Contributed capital from parent	—		—	—			—		—			—			4,121			—			—			4,121
Compensation expense on CPUs	—		—	—			—		—			—			263			—			—			263
Minimum pension liability, net of tax of $(2,182)	—		—	—			—		—			—			—			—			(3,843	)		(3,843	)
Unrealized investment gain, net of tax of $195	—		—	—			—		—			—			—			—			279			279
Unrealized gain on cash flow hedge, net of tax of $1,599	—		—	—			—		—			—			—			—			2,552			2,552
Foreign currency translation adjustment	—		—	—			—		—			—			—			—			7,096			7,096
Balance at December 31, 2004	100	$	—	—		$	—		—		$	—		$	259,080		$	146,896		$	6,589		$	412,565

(Continued)

38

SOLO CUP COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY (Continued)

(In thousands, except share amounts)

	Common Stock			Class A Common Stock			Class B Common Stock			Additional paid-in capital			Retained earnings (accumulated deficit)			Accumulated other comprehensive income (loss)			Total shareholder’s equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2004	100	$	—	—	$	—	—	$	—	$	259,080		$	146,896		$	6,589		$	412,565
Net loss	—		—	—		—	—		—		—			(19,377	)		—			(19,377	)
Contributed capital from parent	—		—	—		—	—		—		100			—			—			100
Compensation expense on CPUs	—		—	—		—	—		—		136			—			—			136
Return of capital to parent	—		—	—		—	—		—		(1,267	)		—			—			(1,267	)
Minimum pension liability, net of tax of $(3,563)	—		—	—		—	—		—		—			—			(1,965	)		(1,965	)
Unrealized investment gain, net of tax of $167	—		—	—		—	—		—		—			—			243			243
Unrealized gain on cash flow hedge, net of tax of $682	—		—	—		—	—		—		—			—			1,089			1,089
Foreign currency translation adjustment	—		—	—		—	—		—		—			—			(6,018	)		(6,018	)
Balance at January 1, 2006	100		—	—		—	—		—		258,049			127,519			(62	)		385,506
Net loss	—		—	—		—	—		—		—			(373,250	)		—			(373,250	)
Compensation expense on CPUs	—		—	—		—	—		—		214			—			—			214
Return of capital to parent	—		—	—		—	—		—		(651	)		—			—			(651	)
Reduction of minimum pension liability, net of tax of $767	—		—	—		—	—		—		—			—			3,537			3,537
Unrealized investment gain, net of tax of $166	—		—	—		—	—		—		—			—			242			242
Unrealized loss on cash flow hedge, net of tax of $(967)	—		—	—		—	—		—		—			—			(2,716	)		(2,716	)
Foreign currency translation adjustment	—		—	—		—	—		—		—			—			701			701
Balance at December 31, 2006	100	$	—	—	$	—	—	$	—	$	257,612		$	(245,731	)	$	1,702		$	13,583

See accompanying notes to consolidated financial statements.

39

SOLO CUP COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year ended December 31, 2006			Year ended January 1, 2006			Year ended December 31, 2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(373,250	)	$	(19,377	)	$	(50,330	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		100,789			104,091			93,697
Deferred finance fee amortization		5,042			4,548			3,538
Loss (gain) on sale of property, plant and equipment		5,017			(6,069	)		(7,584	)
Goodwill impairment		228,537			—			—
Asset impairment		8,581			2,405			386
Loss on debt extinguishment		—			—			916
Minority interest		—			(409	)		214
Postretirement plan curtailment gains		(22,067	)		—			—
Deferred income taxes		50,514			(15,774	)		5,134
Foreign currency (gain) loss		(6,806	)		4,262			(3,224	)
Changes in operating assets and liabilities (net of business acquisitions):
Accounts receivable, net		(8,433	)		(21,289	)		(18,095	)
Inventories		(8,622	)		(36,342	)		(33,477	)
Prepaid expenses and other current assets		12,631			(1,252	)		(4,011	)
Other assets		(193	)		10,035			(7,392	)
Accounts payable		(29,558	)		13,825			(36,710	)
Accrued expenses and other current liabilities		(4,640	)		(31,360	)		37,012
Other liabilities		(3,579	)		(5,513	)		(1,580	)
Other, net		(815	)		930			(1,725	)
Net cash (used in) provided by operating activities		(46,852	)		2,711			(23,231	)

(Continued)

40

SOLO CUP COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands)

	Year ended December 31, 2006			Year ended January 1, 2006			Year ended December 31, 2004
Net cash (used in) provided by operating activities		(46,852	)		2,711			(23,231	)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for business acquisitions, net of cash acquired		—			(368	)		(872,628	)
Decrease (increase) in cash in escrow		15,000			—			(4,997	)
Purchases of property, plant and equipment		(65,143	)		(53,140	)		(42,238	)
Proceeds from sale of property, plant and equipment		11,622			22,630			12,754
Net cash used in investing activities		(38,521	)		(30,878	)		(907,109	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under revolving credit facilities		41,950			32,501			16,710
Repayments under the Securitization Facility		—			—			(22,800	)
Borrowings under the term notes		80,000			—			661,214
Borrowings under the 8.5% Senior Subordinated Notes		—			—			325,000
Proceeds from sale of common stock		—			—			229,627
Contribution of capital from parent		—			100			838
Return of capital to parent		(651	)		(1,267	)		—
Repayments of the Senior Notes		—			—			(160,000	)
Repayments of the 3.67% Yen-denominated Senior Notes		—			—			(44,828	)
Repayments of the interest rate swap		—			—			(1,656	)
Repayments of the term notes		(9,303	)		(8,494	)		(4,875	)
Net (repayments) borrowings of other debt		(4,229	)		1,844			(5,542	)
Debt issuance costs		(8,009	)		(1,715	)		(33,157	)
Decrease in restricted cash		—			1,905			234
Dividends paid		—			(387	)		(16,097	)
Net cash provided by financing activities		99,758			24,487			944,668
Effect of exchange rate changes on cash		(81	)		(88	)		(1,742	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		14,304			(3,768	)		12,586
CASH AND CASH EQUIVALENTS, beginning of year		12,087			15,855			3,269
CASH AND CASH EQUIVALENTS, end of year	$	26,391		$	12,087		$	15,855
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid, net of amounts capitalized	$	78,462		$	69,852		$	38,717
Income taxes paid		7,839			7,404			2,524

See accompanying notes to consolidated financial statements.

41

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Nature, Formation and Organization of Business

Solo Cup Company (“Solo Delaware” or the “Company”) was incorporated in Delaware in January 2004 to be the holding company for Solo Cup Company, an Illinois corporation (“Solo Illinois”) and its subsidiaries, and for SF Holdings Group, Inc., a Delaware corporation, and its subsidiaries (“SF Holdings”) which included 100% of the capital stock of Sweetheart Cup Company Inc. (“Sweetheart”). Effective February 22, 2004, Solo Illinois became a wholly owned subsidiary of Solo Delaware. On February 27, 2004, with an effective date of February 22, 2004, the Company acquired 100% of the outstanding capital stock of SF Holdings (the “SF Holdings Acquisition”). Prior to these transactions, the Company had no operations other than in connection with its formation and the authorization of these transactions.

In June 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 ended on January 1, 2006. All subsequent fiscal years will end on the last Sunday in December. In September 2005, Sweetheart changed its name to Solo Cup Operating Corporation (“SCOC”). In October 2005, Solo Illinois merged with and into SCOC, and SCOC was the surviving entity. As a result, the material assets of Solo Delaware are 100% of the capital stock of SF Holdings.

Solo Delaware 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”), together with certain of its affiliates, own 67.2% and 32.7% of SCIC, respectively. Company management holds the remaining 0.1% of SCIC.

Solo Illinois was established in 1936. SCOC’s operating history dates from the founding of a predecessor company in 1911.

For the year ended December 31, 2004, the consolidated results of operations for the Company include the accounts of SF Holdings from February 22, 2004.

Solo Cup Company is a leading global producer and marketer of disposable foodservice products and has served the industry for 70 years. The Company manufactures one of the broadest product lines of cups, lids, food containers, plates, bowls, portion cups, stirrers, straws, cutlery, napkins, placemats, tablecovers and disposable food packaging containers in the industry, with products available in plastic, paper and foam. The Company operates manufacturing facilities and distribution centers in North America, Japan, the United Kingdom and Panama, and sells its products worldwide.

(2) Summary of Significant Accounting Policies

(a) Principles of Consolidation

The consolidated financial statements include the accounts of Solo Cup Company and its subsidiaries. As of December 31, 2006 and January 1, 2006, all of Solo Cup Company’s subsidiaries are directly or indirectly wholly owned. All significant intercompany balances and transactions have been eliminated in consolidation.

Assets and liabilities of foreign subsidiaries are translated at current exchange rates with the related translation adjustments reported in shareholder’s equity as a component of accumulated other comprehensive income (loss). Income and expense accounts and cash flows are translated at the average exchange rate during the period. Components of shareholder’s equity are translated at historical exchange rates. Resulting translation gains and losses are recorded in comprehensive income (loss). Gains or losses resulting from foreign currency transactions are recorded in the Consolidated Statements of Operations.

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

(b) Cash and Cash Equivalents

Cash equivalents consist of highly liquid securities with original maturities of thirty days or less.

42

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(c) Accounts Receivable

Accounts receivable are stated net of allowances for doubtful accounts and discounts and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on a specific analysis of collectibility and historical write-off experience. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote.

(d) Inventories

Inventories are stated at the lower of cost or market, using the first-in, first-out (FIFO) method.

(e) Vendor Incentives

Certain vendor incentives are earned only if a specified level of annual purchases is achieved. The Company records such incentives during the interim periods based on the actual results achieved on a year-to-date basis compared to targets or specified levels of purchases. The amounts are recorded as a reduction of cost of goods sold based on the purchase volume during the interim period.

(f) Property, Plant and Equipment

Property, plant and equipment are stated at cost. Plant and equipment under capital leases are stated at the present value of minimum lease payments. Depreciation on property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Amortization of assets held under capital leases is included within depreciation expense. Buildings are depreciated over 30 to 50 years, depending upon the construction of the building. Leasehold improvements are amortized over the lives of the corresponding leases. Machinery and equipment are depreciated over three to 10 years.

The estimated useful life for building and improvements and machinery and equipment under capital leases is the lesser of the lease term or estimated asset useful life. Costs for repairs and maintenance are expensed as incurred. Gains and losses on the sales of property, plant and equipment are recorded as a component of operating income (loss).

The Company capitalizes interest costs, when appropriate, as a component of construction in progress.

(g) Spare Parts

The Company capitalizes spare parts purchases and expenses them as the parts are used. Prior to October 2, 2005, the Company expensed spare parts purchased for the Solo Illinois legacy plants. In the fourth quarter of 2005, the Company recognized a $5.8 million reduction to cost of goods sold as the result of capitalizing the inventory of spare parts on hand at the beginning of that period.

During 2006, management revised its methodology for estimating the net realizable value of certain of the Company’s capitalized spare parts. As a result, the Company reduced the carrying value of capitalized spare parts during the second fiscal quarter of 2006. This change in accounting estimate increased cost of goods sold by approximately $7.0 million during the year ended December 31, 2006.

(h) Goodwill and Other Intangible Assets

Goodwill represents the excess of costs over the fair value of net assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 also requires that intangible assets with limited lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

43

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(i) Deferred Financing Fees

Deferred financing fees include costs incurred to obtain financing from lenders. Debt issuance costs are capitalized as deferred financing fees and are amortized using the effective interest method over the term of the related debt. Amortization of deferred financing fees in 2006, 2005 and 2004 was $5.0 million, $4.5 million and $3.5 million, respectively.

(j) Preproduction Design and Development Costs

Design and development costs for products to be sold under long-term supply arrangements are expensed as incurred, with the exception of costs for molds, dies, and other tools that the Company will own or have non-cancelable rights to use in producing the products under long-term supply arrangements. These costs are capitalized and depreciated as equipment.

(k) Impairment of Long-lived Assets

Long-lived assets, such as property, plant, and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet or disclosed in the notes to the consolidated financial statements and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated (see Note 4). The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the Consolidated Balance Sheets.

(l) Deferred Rent

Certain of the Company’s operating leases provide for scheduled changes in base rentals over their terms. For these leases, the Company recognizes the total rental amounts due over the lease terms on a straight-line basis and, accordingly, has established corresponding deferred rent liabilities for the differences between the amounts recognized as expense and the amounts paid. As of December 31, 2006 and January 1, 2006, deferred rent of $7.4 million and $4.9 million, respectively, is included in other liabilities on the Company’s Consolidated Balance Sheets.

(m) Income Taxes

The Company accounts for income taxes in accordance with the asset and liability method under SFAS No. 109, Accounting for Income Taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement and income tax bases of assets and liabilities and tax credit and operating loss carryforwards. These items are recorded using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is established whenever management believes that it is more likely than not that deferred tax assets may not be realizable.

(n) Derivative Instruments and Hedging Activities

The Company records all derivative instruments on the Consolidated Balance Sheet at their respective fair values.

44

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company uses interest rate derivative contracts (swaps or caps) to manage exposure relating to variability in interest payments on its outstanding debt. At inception of the derivative contract, the Company designates the derivative as a cash flow hedge or a fair value hedge and assesses whether or not the derivative contract qualifies as a highly effective hedge of the underlying hedged item. Changes in the fair value of derivative contracts are recorded in earnings or deferred in accumulated other comprehensive income (loss), depending on whether a derivative is effective as a hedge and on the type of hedging transaction.

Derivatives are classified in the Consolidated Balance Sheets in other assets or other liabilities, as applicable, and are classified as short-term or long-term based on the scheduled maturity of the instrument.

(o) Financial Instruments

Financial instruments consist primarily of cash equivalents, accounts receivable, accounts payable, derivative financial instruments, and debt, including obligations under capital leases. The carrying values of financial instruments other than fixed rate debt approximate their fair values at December 31, 2006 and January 1, 2006, due to their short-term maturities or market rates of interest.

The fair value of the Company’s floating rate debt at December 31, 2006 and January 1, 2006 approximated its carrying value due to the Company’s ability to borrow at comparable rates in the open market. The Company’s fixed rate debt had a carrying value of $325.0 million and an estimated fair value of $289.3 million at December 31, 2006. As of January 1, 2006, the Company’s fixed rate debt had a carrying value of $325.0 million and an estimated fair value of $284.4 million. The fair value of the fixed rate debt was determined based on estimates from financial institutions for instruments with similar characteristics.

See information regarding the fair value of derivative financial instruments at Note 11.

(p) Revenue Recognition

The Company recognizes all of its revenue through the sale of manufactured products and records sales when the sales price is fixed or determinable, products are shipped, title and risk of loss has passed to the customer, and collection is reasonably assured.

The Company records certain costs that relate to promotional programs and incentive cash rebates as a reduction of sales.

(q) Research and Development and Advertising Costs

Research and development and advertising costs are expensed as incurred. Research and development costs amounted to $4.5 million, $4.1 million and $1.0 million for the years ended December 31, 2006, January 1, 2006 and December 31, 2004, respectively. Advertising costs amounted to $4.8 million, $4.1 million and $8.0 million for the years ended December 31, 2006, January 1, 2006 and December 31, 2004, respectively.

(r) Use of Estimates

The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period. Financial statement elements subject to significant estimation include, but are not limited to, the following: the realizable value of accounts receivable, inventories, spare parts and deferred tax assets; the carrying value of property, plant, and equipment, goodwill, and intangible and other assets; the measurement of assets and obligations related to employee benefit plans; the determination of the fair value of derivative instruments and debt; and provisions for discounts and rebates provided to customers. Actual results may differ from those estimates.

45

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(s) Share-Based Payments

The Company adopted SFAS No. 123 (revised 2004), Share-Based Payment (“SFAS 123R”) in the first quarter of 2006 under the “prospective” method. Under the provisions of SFAS No. 123, the Company calculated its pro forma disclosure using the minimum value method, which excludes any effect of volatility on value; therefore, the prospective method of adopting SFAS 123R is required. Under the prospective method, compensation cost is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS 123R for all share-based payments granted, modified, repurchased or cancelled after that date. See Note 16 for further information on stock-based compensation plans.

For stock options that existed prior to adoption of SFAS 123R, the Company accounts for these stock-based compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25 (“APB 25”), Accounting for Stock Issued to Employees. Under APB 25, compensation expense is based on the difference, if any, on the measurement date, between the estimated fair value of the underlying stock and the exercise price of options to purchase that stock. The compensation expense is amortized on a straight-line basis over the vesting period of the options. For performance-based options, compensation expense is recognized periodically based on changes in the fair value of the stock relative to the exercise price of the option, the ratable vesting schedule, and management’s estimate regarding the Company’s ability to meet the performance criteria.

(t) Recently Issued Accounting Standards

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109, which changes the threshold for recognizing the benefit of an uncertain tax position, prescribes a method for measuring the tax benefit to be recorded and requires incremental quantitative and qualitative disclosures about uncertain tax positions. Under FIN 48, a tax position that meets a more likely than not recognition threshold, based solely on the technical merits of the position, will be recognized in the consolidated financial statements. The tax position will be measured at the largest amount of benefit that is more likely than not to be realized upon ultimate settlement. Additionally, FIN 48 requires a tabular presentation of potential tax benefits unrecognized at the beginning and end of the year that includes a listing of the significant changes during the year. The guidance is effective for the first fiscal year beginning after December 15, 2006 (the Company’s 2007 fiscal year), and the impact of adoption will generally be recorded as a cumulative effect of a change in accounting principle against the retained earnings balance as of the adoption date. However, to the extent the adoption of FIN 48 results in a revaluation of uncertain tax positions for which a valuation allowance has already been established, the cumulative effect will be recorded as an adjustment to deferred taxes. Management believes that the adoption of FIN 48 will not have a material impact on the Company’s financial statements.

In September 2006, the FASB released SFAS No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS 158”), which is effective for fiscal years ending after December 15, 2007, for companies without publicly-traded equity securities. This statement requires the full recognition of the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in the consolidated balance sheet. This statement also requires that subsequent changes in that funded status be recognized during the year of the change through comprehensive income. The Company does not have publicly-traded equity securities and therefore will adopt the provisions of SFAS 158 during its 2007 fiscal year. Management has not yet determined the effect, if any, that the adoption of SFAS 158 will have on the Company’s financial position.

In September 2006, the FASB issued SFAS No. 157 Fair Value Measurements (“SFAS 157”), which is effective in fiscal years beginning after November 15, 2007. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. We have not yet determined the effect, if any, that the adoption of SFAS 157 will have on the Company’s results of operations or financial position.

46

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) Acquisitions

On February 27, 2004, with an effective date of February 22, 2004, the Company consummated the purchase of 100% of the issued and outstanding capital stock of SF Holdings. The SF Holdings Acquisition resulted in goodwill of $150.0 million that was not tax deductible and $45.0 million of acquired intangible assets with a weighted average useful life of approximately five years. The resulting goodwill was included in the Company’s North America reporting unit. The Company determined that the goodwill for this reporting unit was fully impaired at July 2, 2006 (see Note 7).

In May 2006, the Company received a neutral auditor’s final ruling on the SF Holdings Acquisition working capital adjustment that awarded $7.7 million (including interest) to the Company. In July 2006, the Company received a neutral arbitrator’s final ruling on the Company’s claims for indemnification arising from the SF Holdings Acquisition that awarded $5.5 million (including interest) to the Company. The remaining $1.8 million in escrow was disbursed to the stockholder representative for the seller in the SF Holdings Acquisition.

(4) Assets Held for Sale

In the third quarter of 2006, management approved a plan to sell certain assets and related liabilities of its Japanese subsidiary, Solo Cup Japan Co. Ltd. (“Solo Cup Japan”). These assets were classified as assets held for sale as of October 1, 2006 and were included in other current assets on the Company’s Consolidated Balance Sheet. The Company recognized an impairment loss of $5.2 million during 2006 to adjust the carrying value of the assets to their fair value of approximately $7.9 million. The Company sold the assets in December 2006.

Included in other current assets on the Company’s Consolidated Balance Sheets were assets held for sale of $1.1 million and $1.6 million as of December 31, 2006 and January 1, 2006, respectively.

Impairment losses on assets held for sale are included in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations.

(5) Inventories

Inventories at December 31, 2006 and January 1, 2006, consist of the following (in thousands):

	December 31, 2006		January 1, 2006
Finished goods	$	284,229	$	276,456
Work in process		16,168		15,490
Raw materials and supplies		88,699		89,318
Total inventories	$	389,096	$	381,264

47

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6) Property, Plant and Equipment

Property, plant and equipment at December 31, 2006 and January 1, 2006, consists of the following (in thousands):

	December 31, 2006			January 1, 2006
Land	$	45,502		$	49,306
Buildings and improvements		284,480			296,903
Machinery and equipment		940,006			918,724
Construction in progress		42,186			20,810
Total property, plant and equipment		1,312,174			1,285,743
Less - accumulated depreciation		(602,296	)		(529,558	)
Property, plant and equipment, net	$	709,878		$	756,185

The balance in construction in progress as of December 31, 2006 includes $19.8 million of capitalized software, with an estimated useful life of five years, which will be depreciated beginning in 2007 when it is placed in service.

Depreciation of property, plant and equipment for the years ended December 31, 2006, January 1, 2006 and December 31, 2004, was $91.7 million, $94.8 million and $85.8 million, respectively. The Company capitalized approximately $2.1 million, $1.1 million, and $0.7 million of interest related to construction in progress for the years ended December 31, 2006, January 1, 2006, and December 31, 2004, respectively.

(7) Goodwill and Intangible Assets

The changes in the carrying value of goodwill by reporting unit were as follows (in thousands):

	North America			Europe			Asia- Pacific			Total
Balance at December 31, 2004	$	203,902		$	41,157		$	764		$	245,823
SF Holdings Acquisition		2,599			—			—			2,599
Erving Paper Products acquisition		672			—			—			672
Liquidation of Sanyo Pax		—			—			(538	)		(538	)
Translation adjustment		1,255			(4,235	)		(29	)		(3,009	)
Balance at January 1, 2006		208,428			36,922			197			245,547
SF Holdings Acquisition		(77	)		—			—			(77	)
Impairment		(208,262	)		(20,275	)		—			(228,537	)
Translation adjustment		(89	)		3,950			(2	)		3,859
Balance at December 31, 2006	$	—		$	20,597		$	195		$	20,792

48

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, the Company is required to determine goodwill impairment using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill that would be recognized in a business combination.

The Company’s estimates of the fair value of its reporting units are determined based on a discounted cash flow model using inputs from its ongoing planning process. The Company also makes estimates of discount rates, growth assumptions and other factors in estimating fair value.

Goodwill of a reporting unit is tested between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed an interim goodwill impairment test of the carrying value of its North America and Europe reporting units as of July 2, 2006. This occurred as a result of the Company’s continuing net losses, significant increases in raw material costs and the impact of such increases on working capital and gross margin, and changes in the executive management team. The test concluded that the Company’s goodwill was impaired. As a result, the Company recorded impairment charges of $228.5 million during the thirteen weeks ended July 2, 2006.

In addition to performing an impairment test of the carrying value of goodwill, the Company also tested the recoverability of its long-lived assets as of July 2, 2006. There were no impairment charges that resulted from this evaluation.

The gross carrying amount of nonamortizable intangible assets in the Asia-Pacific business segment as of December 31, 2006 and January 1, 2006 was $0.1 million. The following are the carrying values of amortizable intangible assets (in thousands):

	December 31, 2006				January 1, 2006
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Trademarks and trade names	$	22,200	$	12,595	$	22,200	$	8,155
Manufacturing technology		20,000		11,957		21,100		7,737
Patents, licenses and other		1,787		1,575		1,771		1,193
	$	43,987	$	26,127	$	45,071	$	17,085

Amortization expense related to amortizable intangible assets was $9.0 million, $9.2 million and $7.8 million during the years ended December 31, 2006, January 1, 2006 and December 31, 2004, respectively. The estimated annual amortization expense of intangibles presently owned by the Company is approximately $8.2 million in 2007, $8.2 million in 2008 and $1.4 million in 2009, at which time amortizable intangibles will be fully amortized.

In December 2006, the Company reversed $1.1 million of reserves which were created in connection with the SF Holdings Acquisition and recorded a corresponding reduction to its manufacturing technology intangible asset as goodwill related to the acquisition had already been reduced to zero during the year.

Pension plan intangibles of $2.0 million are included in other assets in the Consolidated Balance Sheet at December 31, 2006 (see Note 12).

49

SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(8) Income Taxes

The Company’s deferred tax assets and liabilities as of December 31, 2006 and January 1, 2006 are as follows (in thousands):

	December 31, 2006			January 1, 2006
Deferred tax assets attributable to:
Net operating loss and other carryforwards	$	134,525		$	99,423
Pensions and other postretirement benefits		16,324			33,216
Inventory		19,436			17,383
Employee benefit accruals		15,356			12,495
Accounts receivable allowances		25,681			25,426
Sales reserves		1,998			1,324
Intangible assets		13,370			—
Other accruals		12,585			12,158
Gross deferred tax assets		239,275			201,425
Valuation allowance		(123,262	)		(5,116	)
Net deferred tax assets		116,013			196,309
Deferred tax liabilities attributable to:
Property, plant and equipment		131,419			131,477
Intangible assets		—			27,328
Unrealized gains		4,598			4,276
Gross deferred tax liabilities		136,017			163,081
Net deferred tax (liabilities) assets	$	(20,004	)	$	33,228

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 at the corporate level. Consequently, for the year-ended December 31, 2004, the Company, pursuant to generally accepted accounting principles in the United States, recorded a $24.4 million non-cash tax expense to establish a $24.4 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. For the year-ended January 1, 2006, the Company recorded an additional $0.3 million in tax expense related to the above.

As of December 31, 2006, the Company had approximately $338.7 million of U.S. federal tax net operating loss carryforwards that expire between 2016 and 2026, of which $99.7 million of such carryforwards are subject to the provisions of Internal Revenue Code Section 382. The Company establishes a valuation allowance for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. The Company had a valuation allowance of $5.1 million as of January 1, 2006 relating to certain foreign and state net operating loss and credit carryforwards and other deferred tax assets. For the year-ended December 31, 2006, the Company’s valuation allowance increased by $118.1 million mainly due to the establishment of a valuation allowance for U.S. federal and certain state net operating loss carryforwards.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical pre-tax losses and projections for future taxable income over the periods in which the deferred tax assets are deductible, management concluded during 2006 that it was more likely than not that the Company would not fully realize

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SOLO CUP COMPANY AND SUBSIDIARIES

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the benefits of its deductible differences. Accordingly, the Company recorded an income tax provision of $118.5 million during 2006 to establish a valuation allowance for its net deferred tax assets, including federal and state net operating loss carryforwards and other deferred tax assets. Also, reductions in the valuation allowance of $0.4 million were recorded in the equity section of the Consolidated Balance Sheet.

Sources of income (loss) before income taxes and minority interest and the components of income tax provision (benefit) for the years ended December 31, 2006, January 1, 2006 and December 31, 2004 are as follows (in thousands):

	For the year ended December 31, 2006			For the year ended January 1, 2006			For the year ended December 31, 2004
Income (loss) before income taxes and minority interest:
Domestic	$	(306,661	)	$	(41,671	)	$	(55,536	)
Foreign		(11,472	)		12,925			15,533
Total	$	(318,133	)	$	(28,746	)	$	(40,003	)
Income tax provision (benefit):
Current:
U.S. Federal	$	117		$	461		$	—
State		304			—			—
Foreign		4,181			6,354			4,872
Total current	$	4,602		$	6,815		$	4,872
Deferred:
U.S. Federal	$	57,707		$	(14,576	)	$	4,081
State		(6,541	)		(525	)		(294	)
Foreign		(651	)		(674	)		1,454
Total deferred	$	50,515		$	(15,775	)	$	5,241
Total income tax provision (benefit)	$	55,117		$	(8,960	)	$	10,113

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. During 2005, as a result of this special temporary tax incentive, the Company distributed $8.2 million from its wholly owned subsidiary, Solo Cup Japan, and $2.9 million from its wholly owned subsidiary, Solo Cup Panama, S.A. For the year ended January 1, 2006, the income tax provision reflects a $0.7 million expense related to the repatriation of earnings under the provisions of the Act.

It is still the Company’s intention to permanently reinvest undistributed earnings in its foreign subsidiaries; therefore, no provision has been made for future income taxes on the undistributed earnings of certain foreign subsidiaries, as they are considered indefinitely reinvested in these operations. As of December 31, 2006, such aggregated earnings were $26.1 million.

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The following reconciles the expected federal statutory income tax provision (benefit) based on income (loss) before income taxes and minority interest with the Company’s actual tax provision (benefit) (in thousands):

	For the year ended December 31, 2006			For the year ended January 1, 2006			For the year ended December 31, 2004
Income tax benefit at U.S. statutory rate	$	(111,347	)	$	(10,061	)	$	(14,002	)
Effect of change to C-Corporation		—			306			24,380
Foreign rate differential		(617	)		(568	)		1,669
State taxes, net of federal benefit		(6,343	)		709			(1,742	)
Impairment of goodwill		44,489			—			—
Change in valuation allowance		118,487			(341	)		(393	)
Foreign tax benefit of non-U.S. liquidation		—			3,293			—
Foreign dividend repatriation		—			(2,345	)		—
Other		10,448			47			201
Income tax provision (benefit)	$	55,117		$	(8,960	)	$	10,113

(9) Debt

Short-term Debt

Short-term debt at January 1, 2006 consisted of 654 million yen ($5.5 million) of short-term (90 day) borrowings with Japanese banks under uncommitted facilities. These short-term borrowings had various termination dates and no restrictive covenants.

Long-term Debt

A summary of long-term debt at December 31, 2006 and January 1, 2006 is as follows (in thousands):

	December 31, 2006		January 1, 2006
First Lien - Term Loan	$	632,125	$	638,625
First Lien – Revolver (1)		102,600		61,700
Second Lien - Term Loan (2)		80,000		—
8.5% Senior Subordinated Notes		325,000		325,000
Canadian Credit Facility - Term Loan		8,379		9,514
Canadian Credit Facility – Revolver (1)		—		449
Capital lease obligations (Note 10)		2,037		2,447
Total long-term debt		1,150,141		1,037,735
Less – current maturities of long-term debt		8,096		8,726
Total long-term debt less current maturities	$	1,142,045	$	1,029,009

⁽¹⁾ As of December 31, 2006, $21.8 million was available under the First Lien and CAD $12.5 million (approximately $10.7 million) was available under the Canadian Credit Facility - Revolver.

⁽²⁾ On December 22, 2006, the Company and SCIC entered into Amendment No. 2 to the Second Lien which provides for an additional $50.0 million in borrowings and that such borrowings be used to reduce amounts outstanding under the Company’s revolving credit facility under the First Lien. See Note 22 for a related subsequent event.

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Scheduled maturities of long-term debt at December 31, 2006, excluding capital lease obligations, are as follows (in thousands):

2007	$	7,741
2008		7,741
2009		7,741
2010		110,342
2011		609,539
Thereafter		405,000
	$	1,148,104

First Lien

On February 27, 2004, the Company and SCIC 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 (collectively, the “First Lien”). The revolving credit facility is principally used for working capital purposes, and the term loan facility was used to finance the SF Holdings Acquisition and related transactions. The First Lien was subsequently amended by Amendment No. 1, dated as of March 31, 2005, by Amendment No. 2, dated as of October 14, 2005, by Amendment No. 3 and waiver dated as of March 27, 2006, by Amendment No. 4 and waiver dated as of October 13, 2006 and by Amendment No. 5, dated as of December 22, 2006.

The terms of the First Lien, as amended, provide for scheduled principal payments of $1,625,000 per quarter through November 27, 2010, with a balloon payment of $606,125,000 due on February 27, 2011. All mandatory quarterly payments have been made to date.

For purposes of calculating interest, loans under the First Lien are designated as Eurodollar rate loans or, in certain circumstances, base rate loans. Eurodollar rate loans bear interest at the British Bankers Association Interest Settlement Rate for deposits in dollars plus a borrowing margin as described below under Amendment No. 5. Interest on Eurodollar rate loans is payable at the end of the applicable interest period of one, two, three or six months, provided that if the applicable interest period is six months, interest must also be paid at three months. Base rate loans bear 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, as described below under Amendment No. 5.

As of December 31, 2006, the weighted average annual interest rate applicable to Eurodollar rate loans was 8.87% and the weighted average annual interest rate applicable to base rate loans was 10.75%. During the year ended December 31, 2006, the weighted average annual interest rate for the credit facilities was 7.64%. At December 31, 2006, the interest rate on the term loan facility was 8.87% and the interest rate on the revolving credit facility was 10.38%.

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

Restatement

In August 2006, as a result of the delay in filing the Company’s Form 10-Q for the thirteen weeks ended July 2, 2006, the Company obtained a waiver under its First Lien and Second Lien (defined below) to allow additional time to file such report by October 16, 2006. In September 2006, the Company announced that it had determined to restate certain of its previously issued consolidated financial statements and that the Company’s consolidated financial data for previous annual and interim periods contained errors and should therefore not be relied upon. As a result of management’s determination to restate certain of its consolidated financial statements, the Company informed the administrative agents under its First and Second Lien facilities that it was in default under such facilities.

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Amendment No. 4

On October 13, 2006, the Company entered into a Waiver and Fourth Amendment to its First Lien and a Waiver and First Amendment to its Second Lien (collectively “Waiver”). The Waiver was effective with respect to financial covenants through January 2, 2007. The Waiver generally waived the Company’s noncompliance with the First and Second Lien facilities for events of default resulting from the restatement for the periods restated. The Waiver also provided that if the Company did not meet the financial covenant ratios for the first fiscal quarter of 2006 (or for prior fiscal periods), to the extent resulting from the restatement, or for any reason did not meet the financial covenant ratios for the second, third and fourth fiscal quarters of 2006 as set forth in the First and Second Lien Credit Facilities, it did not constitute an event of default under such facilities. By entering into the Waiver, the Company re-established its ability to borrow additional amounts (up to the maximum permitted) under the terms of its $150.0 million revolving credit facility.

Amendment No. 5

On December 22, 2006, the Company entered into Amendment No. 5 to the First Lien (“Amendment No. 5”). Amendment No. 5 permits an additional $50 million of borrowing under the Company’s Second Lien (defined below). The Company is required to use the proceeds of the $50 million of additional borrowing to pay down the revolving credit loans under the First Lien; provided, however, that the $50 million payment will not be a permanent reduction to the Company’s revolving credit facility under the First Lien.

Amendment No. 5 modified the applicable borrowing margin for the borrowings under the First Lien to provide for different pricing levels depending upon the Company’s consolidated leverage ratio and the type of loan (including letters of credit). Based upon the new pricing levels, the borrowing margin with respect to revolving credit loans and letters of credit, varies from 2.75% to 3.50% on Eurodollar rate loans and from 1.75% to 2.50% on base rate loans, depending on the Company’s leverage ratio. With respect to the term loan facility, the borrowing margin is 3.50% for Eurodollar rate loans and 2.50% for base rate loans.

Amendment No. 5 also revised the ratios of the financial covenants that the Company is required to maintain for 2006, 2007, 2008 and 2009, by allowing lower ratios of Consolidated EBITDA to Consolidated Cash Interest Expense, and by allowing higher ratios in certain quarters of Average Total Debt to Consolidated EBITDA (all capitalized terms as defined in Amendment No. 5).

The Company may dispose of business lines or segments, provided that the disposed assets in aggregate constitute no more than 3% of consolidated total assets during any four fiscal quarters. Pursuant to Amendment No. 5, in addition to the foregoing, the Company may dispose of an additional 17% in aggregate of business lines or segments through December 31, 2007. The proceeds of dispositions of business lines or segments and the disposition of equipment, real property and intellectual property in excess of $10.0 million in any fiscal year must be used to repay amounts outstanding under the First Lien. In addition, the definition of sale and leaseback transactions was expanded and provides that the Company may enter into such transactions in an aggregate amount not to exceed $175.0 million provided that such transactions are completed on or prior to September 30, 2007 and the proceeds of the dispositions are used to repay the loans under the First Lien and may be used to repay the loans under the Second Lien (described below) provided that no default has occurred or is occurring before or after giving affect to the prepayment . If a sale and leaseback transaction is completed after September 30, 2007, the Company may use the proceeds to prepay loans under the Second Lien only if on the date of such prepayment, after giving pro forma effect thereto, the Company’s consolidated leverage ratio is less than 5.00:1.00 and before and after giving effect to such prepayment, no default has occurred and is continuing.

Amendment No. 5 also added a new consolidated senior leverage ratio covenant that provides that until the amount of debt under the Senior Debt (as defined in Amendment No. 5) is reduced to $250 million, the consolidated senior leverage ratio may not be greater than the designated ratios for each quarter.

The Company was in compliance with all covenants under the First Lien during the year ended December 31, 2006, except as described above under Amendment No. 4.

The Company’s obligations under the credit facilities are guaranteed by its parent, SCIC, and each existing direct and indirect subsidiary of SCIC other than the Company, subject to certain exceptions. In addition, each significant domestic subsidiary of the Company subsequently formed is required to guarantee these obligations.

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SOLO CUP COMPANY AND SUBSIDIARIES

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The First Lien is secured by (i) all present and future property and assets, real and personal, of the Company, its restricted subsidiaries, and each guarantor, subject to certain restrictions; (ii) a pledge of 100% of the stock of each of SCIC’s present and future direct and indirect domestic subsidiaries and a lien on 66.0% of the stock of each controlled foreign corporation subsidiary, as defined; (iii) all present and future intercompany debt of the Company, its restricted subsidiaries, and each guarantor; and (iv) all proceeds of the foregoing. Under the First Lien, the Company is required to meet certain restrictive financial covenants, including a maximum consolidated leverage ratio, minimum consolidated interest coverage ratio and maximum capital expenditures. The First Lien also contains other various covenants that limit, or restrict, among other things, indebtedness, liens on property and assets, loans and investments, acquisitions, dispositions of property or assets, debt modifications, dividend declarations, management fees and certain other business activities.

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

The Company is required to make a mandatory annual prepayment of the term loan facility and the revolving credit facility in an amount equal to 50% of excess cash flow, as defined in the term loan documentation, when the consolidated leverage ratio is 3.50:1.00 or greater, or 25% of excess cash flow when the Company’s consolidated leverage ratio is less than 3.50:1.00. In addition, the Company is required to make a mandatory prepayment of the term loan facility and the revolving credit facility with, among other things: (i) 100% of the net cash proceeds of any property or asset sale, subject to certain exceptions and reinvestment requirements; (ii) 100% of the net cash proceeds of any extraordinary receipts, as defined in the term loan documentation, such as tax refunds, pension plan reversions, proceeds of insurance or condemnation awards, subject to certain exceptions and reinvestment requirements; (iii) 100% of the net cash proceeds of certain debt issuances, subject to certain exceptions; and (iv) 50% of the net cash proceeds from the issuance of additional equity interests when the consolidated leverage ratio is 3.50:1.00 or greater, or 25% of such proceeds when the consolidated leverage ratio is less than 3.50:1.00. Mandatory prepayments will be applied first to the term loans on a pro rata basis, and thereafter to the revolving loans. For the year ended December 31, 2006, the Company was not required to make a mandatory annual prepayment or any prepayments based on excess cash flow, disposition of assets or extraordinary receipts.

The First Lien requires the Company to fix the interest rate for a portion of the borrowings through February 2007. Currently the Company uses derivative instruments in order to fix the interest rate on the required portion of borrowings (see Note 11).

Second Lien Facility

On March 31, 2006, the Company and SCIC entered into a second lien credit agreement (“Second Lien”). The Second Lien provides a secured term loan facility in the amount of $80.0 million (“Second Term Loan”). The proceeds of the Second Term Loan were used to reduce amounts outstanding under the Company’s revolving credit facility under the First Lien. The principal amount will be due upon maturity in February 2012. The Second Lien was subsequently amended by Amendment No. 1, dated October 13, 2006, and by Amendment No. 2, dated December 22, 2006.

Amendment No. 2 to the Second Lien provides for an additional $50 million in borrowings and that such borrowings be used to reduce amounts outstanding under the Company’s revolving credit facility under the First Lien. See Note 22 for a related subsequent event.

The Second Term Loan bears interest, at the option of the Company, at a rate equal to the London Inter-Bank Offer Rate (“LIBOR”) plus 6.25% (referred to as “Eurodollar Rate Loans”); or 5.25% plus the higher of (a) the Bank of America prime rate or (b) the Federal Funds rate plus  ¹/2 of one percentage point (referred to as “Base Rate Loans”). If the term loan is paid down prior to December 22, 2007, the Company is required to pay a call premium equal to 1% of the principal amount prepaid.

During the year ended December 31, 2006, the Second Term Loan consisted of only Eurodollar Rate Loans with a weighted average annual interest rate of 10.44%. As of December 31, 2006, the interest rate for the Second Lien was 11.62%.

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SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company was in compliance with all covenants under the Second Lien during the year ended December 31, 2006, except as described above under Amendment No. 4.

8.5% Senior Subordinated Notes

On February 27, 2004, the Company issued $325.0 million of 8.5% Senior Subordinated Notes due February 15, 2014 (the “Notes”) with interest paid semi-annually every February 15 and August 15. The Company has made all scheduled interest payments to date. Under the indenture governing the Notes, subject to exceptions, the Company must meet a minimum fixed charge coverage ratio to incur additional indebtedness.

The Notes are not redeemable until February 15, 2009, at which time the Company has the option to redeem all or a portion of the Notes at a redemption price equal to a percentage of the principal amount thereof plus accrued interest. If redeemed during the twelve-month period beginning on February 15, 2009, the applicable percentage is 104.25%, from February 15, 2010 the applicable percentage is 102.833%; from February 15, 2011 the applicable percentage is 101.417% and from February 15, 2012 and thereafter, the applicable percentage is 100% of the principal amount. The Notes provide that upon the occurrence of a change of control, as defined, the holders thereof will have an option to require the redemption of the Notes at a redemption price equal to 101.0% of the principal amount thereof plus accrued interest.

The indenture governing the Notes contains various covenants which, subject to exception, prohibit, or limit, among other things, asset sales, changes of control, dividend payments, equity repurchases or redemptions, the incurrence of additional indebtedness, the issuance of disqualified stock, certain transactions with affiliates, the creation of additional liens and certain other business activities.

In August 2006, the Company announced that it would delay filing its Quarterly Report on Form 10-Q for the thirteen weeks ended July 2, 2006 as a result of an accounting review undertaken when new management was appointed by the Board of Directors in the second and third quarters of 2006. As a result of the delay, the Company received notice on August 17, 2006 from the trustee under the indenture for its 8.5% Senior Subordinated Notes that the Company failed to comply with the provisions of the indenture requiring that it provide quarterly financial information for the thirteen weeks ended July 2, 2006, to the holders of the notes issued thereunder. Under the terms of the indenture, the Company had until October 16, 2006, to comply with this requirement. By providing the required quarterly information on October 16, 2006, the Company satisfied this obligation.

Canadian Credit Facility

On October 19, 2006, Solo Cup Canada Inc. (“Solo Canada”), a Canadian subsidiary of the Company, entered into an Amendment Agreement with GE Canada Finance Holding Company (“GE”) which amended certain terms of the Credit Agreement dated September 24, 2004 (“Original Agreement”), (collectively “Canadian Credit Facility”). The Amendment Agreement, among other things, reallocated the maximum amounts available under each facility, revised the applicable interest rates and amended certain covenants. The term of the Original Agreement was extended from September 24, 2007 to September 29, 2011. The maximum amount available, subject to borrowing base limitations, remains at CAD $30 million, with a term facility maximum of CAD $17.5 million and a revolving credit facility maximum of CAD $12.5 million that increases to CAD $16.5 million, on a dollar for dollar basis, as the term loan’s outstanding balance is reduced.

Applicable interest rates under the revolving and term loan facility were reduced at Solo Canada’s option, to the Canadian prime rate plus 0.25%, or the Canadian bankers acceptance rate plus 1.50%. Under the Original Agreement, borrowing under the revolving and term loan facility, at Solo Canada’s option, bore interest at the Canadian prime rate plus 0.50% or Canadian bankers acceptance rate plus 1.75% for the revolving facility, and the Canadian prime rate plus 0.75% or Canadian bankers acceptance rate plus 2.00% for the term loan.

The Amendment Agreement added a new provision, subject to certain restrictions, allowing Solo Canada to use the proceeds from the facilities or cash on hand to make investments in its affiliates or in businesses that are substantially similar to Solo Canada up to a maximum of CAD $10.0 million. A new covenant was also added to allow Solo Canada to make a one time capital expenditure of CAD $6.0 million to provide for increased manufacturing capacity and the minimum fixed charge ratio was revised from 1:1 to 1.25:1 on a rolling twelve month basis.

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SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2006, there was no balance outstanding on the revolving facility, the term loan balance was CAD $9.8 million (approximately $8.4 million), the term loan had additional borrowing availability of CAD $7.4 million (approximately $6.3 million) and carried an effective interest rate of 5.83%. The balance of the revolving facility and term loan were CAD $0.5 million (approximately $0.4 million) and CAD $11.1 million (approximately $9.5 million) as of January 1, 2006, respectively.

Liquidity and Compliance with Debt Covenants

The Company has recorded losses in each fiscal year since the fiscal year ended December 31, 2003. These losses, adjusted for non-cash operating costs such as depreciation and amortization, have not provided sufficient cash flow to fund working capital needs, which has resulted in a cumulative use of cash from operating activities over the three-year period ended December 31, 2006. As a result, the Company has increased its borrowing availability through the Second Lien that was entered into during the first quarter of 2006 and modified in December 2006, to allow for additional borrowings. These credit facilities, as well as the indenture governing the notes described above, impose certain restrictions in the form of financial covenants and other terms and conditions that could limit the Company’s access to additional funding and impair its ability to meet its obligations as they become due.

While the Company does have unutilized capacity under its credit facilities as of December 31, 2006, management’s ability to utilize this liquidity depends upon continuing compliance with financial covenants, which are measured on a quarterly and annual basis. In order to help ensure continuing compliance with the financial covenants and provide necessary liquidity to operate the business and implement management’s strategies, the Company has taken, and continues to take, a number of steps to maximize near-term liquidity. Management continues to evaluate additional opportunities to pay down existing debt through financing in the form of a sale-leaseback transaction and through sales of non-strategic assets, but would only consider such sales at prices and upon terms that are consistent with the Company’s view of the value of such assets. Management is also implementing operational improvements and in December 2006 launched a performance improvement plan designed to achieve targeted revenue enhancement and cost savings.

Although the Company cannot guarantee future compliance with its financial covenants, management believes based on its estimates that it is probable that one or more of the initiatives related to debt repayment, cost savings and operational improvement will be accomplished during 2007, such that the Company expects to remain in compliance with its financial covenants. Accordingly, the Company has classified the outstanding balance of the First Lien and Second Lien on the Consolidated Balance Sheet based on their stated maturities.

Debt Extinguishment

As of February 27, 2004, all of the outstanding debt of the Company, excluding the yen-denominated short-term bank borrowings and capital lease obligations, were repaid and the agreements were terminated. 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 these debt instruments in 2004 (in thousands):

	Principal		Prepayment Penalties		Interest		Foreign Exchange Loss		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

(10) Leases

At December 31, 2006 and January 1, 2006, the gross amount of machinery and equipment and related accumulated amortization related to assets held under capital leases were as follows (in thousands):

	December 31, 2006			January 1, 2006
Machinery and equipment	$	3,482		$	6,068
Less accumulated amortization		(1,386	)		(3,573	)
	$	2,096		$	2,495

Capital lease obligations were $2.0 million and $2.4 million as of December 31, 2006 and January 1, 2006, respectively. As of December 31, 2006, capital lease obligations consist of various machines with leases expiring between 2007 and 2014. Amortization of assets held under capital leases is included in depreciation expense. Such amortization expense was $0.5 million, $0.6 million and $0.7 million, for the years ended December 31, 2006, January 1, 2006 and December 31, 2004, respectively.

The Company also has several noncancelable operating leases that expire over the next 17 years and provide for renewal terms. These include property leases with escalation clauses averaging 2% to 5% annually, one of which expired in 2006 and one of which expires in 2009. The Company also leases certain machinery, office equipment and vehicles.

During 2005, the Company entered into an agreement for the sale and leaseback of three properties, including one plant and two warehouses. Net property, plant and equipment and other current assets were 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 the resulting gain was recognized in 2005 and $2.3 million was recorded as a deferred credit. As of January 1, 2006, the remaining deferred credit of $1.8 million was included in other long-term liabilities and subsequently amortized to income as an offset to rent

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SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

expense during the year ended December 31, 2006. The leases were classified as operating leases in accordance with SFAS No. 13, “Accounting for Leases.”

Future minimum lease payments under capital leases and noncancelable operating leases as of December 31, 2006 are as follows (in thousands):

	Capital Leases		Operating Leases
For the fiscal year:
2007	$	465	$	31,856
2008		315		29,526
2009		296		28,877
2010		296		26,850
2011		296		24,634
Thereafter		814		203,494
Total minimum lease payments		2,482	$	345,237
Less amounts representing interest		445
Present value of minimum payments on capital leases	$	2,037

Total rental expense for operating leases, including rentals on month-to-month leases, was $43.3 million, $36.1 million and $34.7 million, for the years ended December 31, 2006, January 1, 2006 and December 31, 2004, respectively.

(11) Derivative Instruments and Hedging Activities

The First Lien 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 First Lien 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 received variable interest rate payments and made fixed interest rate payments; thereby fixing the rate on a portion of the outstanding debt. 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. In March 2006, the Company entered into two receive-variable, pay-fixed interest rate swaps with identical terms and a combined notional amount of $70.0 million. The notional amount varies throughout the term of the agreements.

In September 2006, the Company terminated the interest rate swap agreements described above. Through the termination date, these interest rate swap agreements were accounted for as cash flow hedges and their fair values were included in other current assets and other assets in the Company’s Consolidated Balance Sheets. The combined fair values of these swap agreements was $5.9 million as of January 1, 2006. A deferred gain of $2.2 million on the qualified hedged transaction is included in accumulated other comprehensive income as of December 31, 2006, and will be amortized into interest expense over the remaining term of the hedged debt.

In September 2006, the Company entered into three interest rate cap agreements with a total notional amount of $245.0 million. Under these agreements the Company receives variable interest rate payments when the 3-month LIBOR rises above 6.0%. These agreements are in effect through September 14, 2007. In October 2006, the Company entered into an interest rate cap agreement with a notional amount of $20.0 million. Under this agreement, the Company receives variable interest rate payments when the 3-month LIBOR rises above 6.0%. This agreement is in effect through October 12, 2007.

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(12) Pensions and Other Postretirement Benefits

The Company sponsors noncontributory defined benefit pension plans that cover all Solo Cup Japan and Solo Cup Europe Limited employees who meet certain length of service requirements. Plan benefits are based on participants’ compensation during their final year of service. The Company’s funding policy is to contribute amounts necessary to satisfy the amounts required by local laws and regulations. Plan assets for the Solo Cup Japan and Solo Cup Europe pension plans are held in retirement trust funds with investments primarily in common stock, corporate bonds and government securities.

In connection with the SF Holdings Acquisition in 2004, the Company assumed the defined benefit pension plans and postretirement health care plans of SF Holdings. These plans provide certain union and non-union employees with retirement and disability income benefits. Pension costs are based upon the actuarially determined normal costs plus interest on and amortization of the unfunded liabilities. The benefits for participants in certain of these non-union pension plans are frozen. The Company’s policy has been to fund annually the minimum contributions required by applicable regulations. The postretirement health care plans, in most cases, pay stated percentages of most medical expenses incurred by retirees after subtracting payments by Medicare or other providers and after a stated deductible has been met. Participants generally become eligible after reaching age 60 with ten years of service. The majority of such plans are contributory, with retiree contributions adjusted annually.

The Company uses a September 30 measurement date for the majority of its plans.

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The following table sets forth the change in benefit obligation for the Company’s benefit plans (in thousands):

	Pension Benefits						Other Postretirement Benefits
	For the year ended December 31, 2006			For the year ended January 1, 2006			For the year ended December 31, 2006			For the year ended January 1, 2006
Change in benefit obligation:
Benefit obligation at beginning of year	$	139,542		$	127,901		$	36,094		$	35,261
Service cost		2,368			1,947			608			825
Interest cost		7,002			7,083			1,511			2,140
Amendments		(317	)		—			(5,677	)		—
Actuarial (gain) loss		(2,715	)		11,461			(3,311	)		2,950
Foreign exchange		2,905			(2,563	)		(3	)		33
Plan participant contributions		—			—			291			—
Benefits paid		(8,445	)		(6,287	)		(4,764	)		(5,115	)
Benefit obligation at end of year	$	140,340		$	139,542		$	24,749		$	36,094
Change in plan assets:
Fair value of plan assets at beginning of year	$	102,395		$	91,026		$	—		$	—
Actual return on plan assets		8,127			13,118			—			—
Foreign exchange		2,308			(1,591	)		—			—
Employer contributions		10,928			6,545			4,473			5,104
Plan participant contributions		251			186			291			—
Other		(792	)		(554	)		—			—
Benefits paid		(8,445	)		(6,335	)		(4,764	)		(5,104	)
Fair value of plan assets at end of year	$	114,772		$	102,395		$	—		$	—
Funded status	$	(25,568	)	$	(37,147	)	$	(24,749	)	$	(36,094	)
Employer contributions from measurement date to year-end		2,241			2,500			1,342			1,200
Unrecognized prior service cost (benefit)		1,959			—			(3,666	)		(22,704	)
Unrecognized net actuarial loss		12,660			16,012			8,071			11,771
Net amount recognized	$	(8,708	)	$	(18,635	)	$	(19,002	)	$	(45,827	)

The following sets forth the amounts recognized in the Consolidated Balance Sheets (in thousands):

	Pension Benefits						Other Postretirement Benefits
	December 31, 2006			January 1, 2006			December 31, 2006			January 1, 2006
Accrued benefit liability	$	(22,915	)	$	(34,554	)	$	(19,002	)	$	(45,827	)
Prepaid asset		420			—			—			—
Intangible asset		1,960			—			—			—
Accumulated other comprehensive loss		11,827			15,919			—			—
Net amount recognized	$	(8,708	)	$	(18,635	)	$	(19,002	)	$	(45,827	)

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The accumulated benefit obligation for all defined benefit pension plans was approximately $138.6 million and $139.5 million at December 31, 2006 and January 1, 2006, respectively.

The following table presents aggregated information for individual pension plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2006 and January 1, 2006, for which the Company recognized an additional minimum pension liability (in thousands):

	December 31, 2006		January 1, 2006
Projected benefit obligation	$	123,232	$	133,416
Accumulated benefit obligation		123,232		132,246
Fair value of plan assets		101,027		99,711

For the year ended December 31, 2006, $3.5 million of income, net of tax, was recognized in other comprehensive income representing a reduction in the minimum pension liability. For the years ended January 1, 2006 and December 31, 2004, $2.0 million and $3.8 million, respectively, were charged to other comprehensive income for the additional minimum pension liability adjustments, net of tax. The minimum pension liability will change from year to year as a result of revisions to actuarial assumptions, experience gains or losses and settlement rate changes.

The following assumptions were used to determine the benefit obligations at fiscal year-end:

	Pension Benefits		Other Postretirement Benefits
	2006	2005	2006	2005
Discount rate:
North America	5.25%-5.75%	5.25%	5.75%	5.25%
Europe	5.10%	4.70%	—	—
Japan	1.80%	1.70%	—	—
Expected long-term rate of return on plan assets:
North America	7.00%-8.75%	7.50%-8.00%	—	—
Europe	6.30%	5.86%	—	—
Japan	4.10%	2.40%	—	—
Rate of compensation increase:
North America	3.50%	3.50%	—	—
Japan	1.00%-2.65%	1.90%	—	—

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

	For the year ended December 31, 2006			For the year ended January 1, 2006			For the year ended December 31, 2004
Pension Benefits
Service cost	$	2,368		$	1,947		$	1,552
Interest cost		7,002			7,083			5,928
Expected return on plan assets		(7,552	)		(6,756	)		(6,005	)
Amortization of transition asset		(238	)		—			108
Amortization of prior service cost		—			89			74
Amortization of net loss		490			522			318
		2,070			2,885			1,975
Curtailment loss (1)		—			659			—
Net periodic benefit cost	$	2,070		$	3,544		$	1,975
Other Postretirement Benefits
Service cost	$	608		$	825		$	1,089
Interest cost		1,511			2,140			2,603
Amortization of prior service cost		(2,649	)		(4,127	)		(3	)
Amortization of net loss		396			907			—
		(134	)		(255	)		3,689
Curtailment gains (2)		(22,067	)		—			—
Net periodic (income) benefit cost	$	(22,201	)	$	(255	)	$	3,689

⁽¹⁾ For the year ended January 1, 2006, the curtailment charge related to the expected closing of a domestic plant, which would have resulted in the termination of employees’ services earlier than expected.

⁽²⁾ For the year ended December 31, 2006, the curtailment gains were a result of a signification reduction in postretirement benefits for certain active plan participants in the Company’s domestic retiree medical benefit plans.

The following assumptions were used to determine the net periodic benefit cost for each fiscal year:

	Pension Benefits		Other Postretirement Benefits
	2006	2005	2006	2005
Discount rate:
North America	5.25%	6.00%	6.00%	6.00%
Europe	4.70%	5.25%	—	—
Japan	1.70%	1.80%	—	—
Expected long-term rate of return on plan assets:
North America	7.50% - 8.00%	7.00% - 8.75%	—	—
Europe	5.86%	6.30%	—	—
Japan	2.40%	1.00%	—	—
Rate of compensation increase:
North America	3.50%	3.50%	—	—
Japan	1.90%	1.98%	—	—

The expected long-term rate of return on plan assets takes into consideration historical and expected long-term returns based upon the weighted-average allocation of equities, fixed income and other asset components comprising the plans’ assets at their measurement dates.

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For measurement purposes, the assumed health care cost trend rates were as follows:

Health care cost trend rate assumed for 2006	10.0% – 11.5	%
Rate to which the cost trend rate is assumed to decline	5.0% – 5.5	%
Year that the rate reaches the ultimate trend rate	2012 – 2015

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects (in thousands):

	1-Percentage- Point Increase		1-Percentage- Point Decrease
Effect on total of service and interest cost	$	135	$	(116	)
Effect on postretirement benefit obligation		1,070		(936	)

The Company’s pension plans’ weighted-average asset allocations, by asset category, were as follows:

	Plan Assets at
	December 31, 2006		January 1, 2006
Asset Category
Equity securities	65.0	%	68.3	%
Debt securities	21.3		28.0
Real estate	0.8		—
Other	12.9		3.7
Total	100.0	%	100.0	%

The Company’s investment policies are designed to provide for growth of capital with a moderate level of volatility. The weighted-average asset target allocations for the majority of the pension plan assets are 60% in equity securities and 40% in debt securities.

The Company expects to contribute approximately $10 million to its pension plans and approximately $2 million to its other postretirement benefit plans in 2007.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in thousands):

	Pension Benefits		Other Postretirement Benefits
2007	$	7,388	$	2,350
2008		7,472		2,250
2009		7,717		2,256
2010		7,836		2,254
2011		8,154		2,244
Years 2012–2016		44,286		8,417

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Defined Contribution Plans

Substantially all U.S. employees of the former Solo Illinois and employees hired by SCOC after October 3, 2005, are covered by the Company’s employee profit-sharing plan. The amount of Company profit-sharing contributions is at the discretion of the Company’s Board of Directors. During 1998, the profit-sharing plan was amended to qualify under Section 401(k) of the Internal Revenue Code. The amended plan allows employees to contribute up to 20% of their qualified gross wages as defined in the plan, and the Company currently matches 50% of the employees’ contributions to this plan up to 4% of eligible compensation as defined. Charges for employer contributions to the 401(k) and profit-sharing plan were $3.0 million, $1.8 million and $1.4 million for the years ended December 31, 2006, January 1, 2006 and December 31, 2004, respectively, and are recorded in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations.

In conjunction with the SF Holdings Acquisition, the Company acquired a 401(k) defined contribution plan that covers a majority of SF Holdings’ employees. For employees in this plan, including certain union employees, prior to January 1, 2006, the Company provided a matching contribution of 100% on the first 2% of a participant’s salary and 50% on the next 4% of a participant’s salary. For certain union employees, prior to January 1, 2006, the Company provided a matching contribution equal to 75% up to the first 2% and 50% of the next 3% of the employee’s compensation deferred to the plan.

Beginning on January 1, 2006, for employees in this plan, the Company provides a matching contribution of 75% on the first 2% of a participant’s salary and 50% on the next 4% of a participant’s salary. For certain union employees, the Company continues to provide a matching contribution equal to 100% up to the first 2% and 50% of the next 4% of the employee’s compensation deferred to the plan. The Company’s match for employees in this plan is currently limited to participant contributions up to 6% of the participants’ salaries. In addition, the Company is allowed to make discretionary contributions.

Charges for employer contributions to this 401(k) plan were $4.4 million and $4.7 million in the years ended December 31, 2006 and January 1, 2006, respectively, and $4.4 million for the period from February 22, 2004 to January 2, 2005, and are recorded in cost of goods sold and selling, general and administrative expenses in the accompanying Consolidated Statements of Operations.

The Company also participates in a multi-employer pension plan sponsored by SF Holdings for certain of its union employees. Contributions to this plan at a defined rate per hour worked were $1.3 million, $1.2 million and $1.0 million in 2006, 2005 and 2004, respectively.

(13) Shareholder’s Equity

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. As of December 31, 2006, accrued and unpaid dividends were approximately $76.9 million.

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

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Company employees in settlement of deferred compensation liabilities (see Note 16). As a result of the departure of certain employees from the Company, $0.7 million and $1.3 million of this capital contribution was returned to SCIC as a dividend and 109 and 1,267 CPUs were canceled in 2006 and 2005, respectively. The $0.7 million in 2006 also reflected the cancellation of 542 CPPS. 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 to the employee.

During 2005 and 2004, the Company paid dividends to shareholders of Solo Illinois common stock of $0.4 million and $16.1 million, respectively.

(14) Minority Interest in Subsidiary

In 2004, the Company’s consolidated financial statements reflect the minority interest in the Company’s subsidiaries, Sanyo Pax Operations Company, Ltd. (“Sanyo Pax”) and Global Cup S.A. de C.V. (“Global Cup”). Global Cup was acquired along with the SF Holdings Acquisition in February of 2004. In the third quarter of 2004, the Company purchased all shares held by minority owners in Global Cup.

In August 2005, the Company liquidated its subsidiary Sanyo Pax and the remaining assets were distributed to the Company’s wholly owned subsidiary, Solo Cup Asia Pacific.

In 2005, the minority interest of $(409,000) reflected on the Consolidated Statement of Operations represents the loss attributable to the minority shareholders of Sanyo Pax. In 2004, the minority interest of $214,000 represents income attributable to the minority shareholders of Sanyo Pax and Global Cup.

(15) Accumulated Other Comprehensive Income (Loss)

(In thousands)	For the year ended December 31, 2006			For the year ended January 1, 2006			For the year ended December 31, 2004
Net loss	$	(373,250	)	$	(19,377	)	$	(50,330	)
Foreign currency translation adjustment		701			(6,018	)		7,096
Minimum pension liability, net of tax (expense) benefit of $(767), $3,563 and $2,182		3,537			(1,965	)		(3,843	)
Unrealized investment gain, net of tax of $166, $167 and $195		242			243			279
Unrealized (loss) gain on cash flow hedge, net of tax of $(967), $682 and $1,599		(2,716	)		1,089			2,552
Comprehensive loss	$	(371,486	)	$	(26,028	)	$	(44,246	)

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The components of accumulated other comprehensive income (loss) are as follows (in thousands):

	December 31, 2006			January 1, 2006
Foreign currency translation adjustments	$	5,187		$	4,486
Minimum pension liability adjustments, net of tax		(5,330	)		(8,867	)
Unrealized investment gain, net of tax		920			678
Unrealized gain on cash flow hedge, net of tax		925			3,641
Accumulated other comprehensive income (loss)	$	1,702		$	(62	)

(16) Share-Based Payments

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 1,450,000 shares of SCIC common stock, and 5,000 shares of CPPS for issuance (see Note 13). 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 years ended December 31, 2006, January 1, 2006 and December 31, 2004, the Company recorded compensation expense and additional paid-in capital of $0.2 million, $0.1 million and $0.3 million, respectively, reflecting dividends declared by SCIC on those instruments.

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. As a result of the departure of certain employees from the Company, 109 and 1,267 CPUs were canceled in 2006 and 2005, respectively.

Stock Options

The following shows stock option activity for the three years ended December 31, 2006:

	Shares under option Time-based		Shares under option Performance-based		Total shares under option
December 31, 2003	—		—		—
Granted with exercise price equal to fair value	749,558		499,699		1,249,257
December 31, 2004	749,558		499,699		1,249,257
Granted with exercise price equal to fair value	94,240		62,820		157,060
Forfeited	(48,931	)	(32,620	)	(81,551	)
January 1, 2006	794,867		529,899		1,324,766
Forfeited	(501,282	)	(334,176	)	(835,458	)
December 31, 2006	293,585		195,723		489,308

As of December 31, 2006, 127,946 time-based options were exercisable and none of the performance-based options were exercisable. No options have been exercised to date. These performance-based options are accounted for as variable options. In accordance with APB 25, no compensation expense has been recorded

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SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

related to these awards since the grant dates because the performance goals have not been met and the value of the underlying common stock has not increased.

In December 2004, the FASB issued SFAS 123R. SFAS 123R is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes APB 25. The Company adopted SFAS 123R on January 2, 2006 under the “prospective” method. Under the provisions of SFAS No. 123, the Company calculated its pro forma disclosure using the minimum value method, which excludes any effect of volatility on value; therefore, the prospective method of adopting SFAS 123R is required. Under the “prospective” method, compensation cost is recognized in the consolidated financial statements beginning with the effective date, based on the requirements of SFAS 123R for all share-based payments granted, modified, repurchased or cancelled after that date. Since the adoption of SFAS 123R, the Company has not granted, modified, repurchased or cancelled any options; therefore, no expense was recognized for stock options in the Company’s Consolidated Statement of Operations during the year ended December 31, 2006. See Note 22 for a related subsequent event.

(17) Related-party Transactions

On December 14, 2006, the Company entered into a transition agreement among Vestar, Vestar Cup Investment, LLC, Vestar Cup Investment II, LLC, SCC Holding and SCIC (the “Transition Agreement”) regarding transition of control of the Board of Directors of the Company and the Board of Directors of SCIC, the sole shareholder of the Company.

On December 15, 2006, pursuant to the terms of the Transition Agreement, Vestar appointed additional directors to each of the Company’s and SCIC’s Boards of Directors. Following these appointments, directors appointed by Vestar constitute a majority of each of the Company’s and SCIC’s Boards of Directors. Additionally, Robert L. Hulseman, the former Chairman of the Board of Directors of the Company and SCIC, resigned and was named Chairman Emeritus of each board and John F. Hulseman, the former Vice Chairman of the Board of Directors of the Company and SCIC, resigned and was named Vice Chairman Emeritus of each board.

The directors appointed by Vestar, Daniel S. O’Connell, Norman W. Alpert, Kevin A. Mundt, Peter W. Calamari, Jack M. Feder and Jeffrey W. Long, are all employees and equity owners of Vestar. Vestar owns CPPS representing 32.7% of the voting stock of SCIC.

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 to SCC Holding. Pursuant to this management agreement, the Company incurred $2.5 million, $2.5 million and $2.1 million of advisory fees in 2006, 2005 and 2004, respectively.

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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 of Vestar. SCIC also 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. The Company incurred $0.8 million, $0.8 million and $0.7 million of advisory fees in 2006, 2005 and 2004, respectively. Out of pocket expenses incurred in 2006, 2005 and 2004, were approximately $0.1 million. Vestar also is party to a registration rights agreement with SCIC and SCC Holding. In addition, Vestar and SCC Holding entered into a stockholders’ agreement relating to, among other things, their ownership of voting stock of SCIC.

On August 4, 1999, the Company extended an interest-free loan in the amount of $1.7 million to Ronald Whaley, the then President and Chief Operating Officer of the Company pursuant to his previous employment agreement. The employment agreement provided for the loan to be repaid from the net proceeds of Mr. Whaley’s annual bonuses through the term of the agreement, which had an expiration date of August 3, 2009. To the extent that Mr. Whaley’s annual bonus fell below the amounts corresponding to the annual prorated portion of the initial principal amount of the loan, the employment agreement provided that the loan would be forgiven as if a bonus in the amount of that annual prorated portion had been paid. As of December 31, 2006 and January 1, 2006, the outstanding principal amount of the loan was $639,000. As of December 31, 2006, the loan was fully reserved. The loan was subsequently extinguished pursuant to the terms of Mr. Whaley’s separation agreement in February 2007 see Item 11 “Departure of Certain Executive Officers in 2006”. As of January 1, 2006, the outstanding balance of $639,000 is included in other assets in the Consolidated Balance Sheet.

(18) Commitments and Contingencies

The Company has entered into agreements with the State of Illinois (“State”) and the City of Chicago (“City”) relating to the acquisition and development of certain property of the Company located in the City. Pursuant to these agreements, the State and City provided certain grants to the Company, paid certain costs on behalf of the Company and undertook certain obligations relating to the property. Under these agreements, the Company is required to fulfill certain obligations relating to development of the property and retention of a certain number of employees. If these obligations were not fulfilled, the Company may be required to repay certain amounts granted or paid by the City or the State, the net impact of which, the Company believes, would not be material to its business, financial condition, results of operations or cash flows. See Note 22 for a related subsequent event.

The Company is involved in various claims and legal actions arising from time to time in the ordinary course of business.

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Management believes that the ultimate disposition of the various matters discussed above would not have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or liquidity.

The Company also has certain purchase obligations for raw materials, which are commitments for projected needs to be utilized in the normal course of business. These are contracts that specify all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and appropriate timing of the transaction.

(19) Contract Dispute Resolution

In November 2001, Solo Illinois entered into an outsourcing agreement (the “Agreement”) with a former logistics provider. In February 2005, Solo Illinois entered into a settlement agreement with the logistics provider (the “Settlement Agreement”) which terminated the Agreement early. Pursuant to the terms of the Settlement Agreement, Solo Illinois transitioned distribution center operations and transportation services back into its operations during 2005. In February 2005, as part of the transition, Solo Illinois purchased certain assets from the former logistics provider for $1.2 million. Solo Illinois also agreed to assume certain leases from the logistics provider and paid them $11.75 million during 2005. The Settlement Agreement also included mutual releases from both parties and required the parties to dismiss all related outstanding litigation and arbitration claims.

In addition to the agreed-upon payments totaling $11.75 million, the Company forgave $4.4 million of accounts receivable from the logistics provider. During 2004, the Company incurred legal expenses and contract execution costs of $9.3 million related to the litigation, arbitration and the settlement. The net effect of the resolution of this matter on the Company’s Consolidated Statement of Operations for the year ended December 31, 2004, was a pre-tax charge of $25.4 million ($15.6 million net of income taxes).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(20) Segments

The Company reports the results of its segments in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.” 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. Segment operating results are measured based on operating income (loss). Intersegment net sales are accounted for on an arm’s length pricing basis.

No individual customer accounted for greater than 10% of consolidated net sales in fiscal years 2006, 2005 or 2004. It is not practical for the Company to report revenues from external customers for each product and service or each group of similar products.

(In thousands)	North America			Europe			Asia - Pacific			Other		Total Segments			Eliminations			Total
Year ended December 31, 2006
Revenues from external customers	$	2,327,610		$	88,916		$	79,450		$	12,462	$	2,508,438		$	(18,519	)	$	2,489,919
Intersegment net sales		18,387			—			132			—		18,519			(18,519	)		—
Operating (loss) income		(213,614	)		(18,869	)		(2,172	)		521		(234,134	)		(241	)		(234,375	)
Depreciation and amortization		98,023			3,498			3,701			609		105,831			—			105,831
Capital expenditures		60,793			3,113			804			433		65,143			—			65,143
Property, plant and equipment, net		670,710			21,664			15,328			2,176		709,878			—			709,878
Total assets at year end		1,458,883			72,838			46,098			9,527		1,587,346			(44,956	)		1,542,390
Year ended January 1, 2006
Revenues from external customers	$	2,260,684			82,236			97,545			11,993		2,452,458			(20,901	)	$	2,431,557
Intersegment net sales		20,159			—			162			580		20,901			(20,901	)		—
Operating income		41,059			3,317			2,842			588		47,806			67			47,873
Depreciation and amortization		99,046			3,580			5,345			668		108,639			—			108,639
Capital expenditures		47,419			968			4,362			391		53,140			—			53,140
Property, plant and equipment, net		702,974			19,204			31,598			2,409		756,185			—			756,185
Total assets at year end		1,737,411			81,072			61,980			8,925		1,889,388			(44,715	)		1,844,673
Year ended December 31, 2004
Revenues from external customers	$	1,938,139			75,583			102,456			11,833		2,128,011			(17,173	)	$	2,110,838
Intersegment net sales		15,261			—			110			1,802		17,173			(17,173	)		—
Operating income		32,187			5,156			5,531			784		43,658			(100	)		43,558
Depreciation and amortization		87,101			3,752			5,664			718		97,235			—			97,235
Capital expenditures		37,240			768			3,645			585		42,238			—			42,238
Property, plant and equipment, net		757,529			24,174			38,660			2,687		823,050			—			823,050
Total assets at year end		1,755,505			90,269			79,300			11,822		1,936,896			(48,274	)		1,888,622

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Geographic information:

Net sales from external customers by customer location are determined based on where the Company’s products were delivered. Long-lived assets include property, plant and equipment, net; goodwill; intangible assets, net; and certain other non-current assets.

(In thousands)	Year Ended December 31, 2006			Year Ended January 1, 2006			Year Ended December 31, 2004
United States	$	2,082,910		$	2,088,975		$	1,766,099
Other countries		407,009			342,582			344,739
Revenues from external customers	$	2,489,919		$	2,431,557		$	2,110,838
	December 31, 2006			January 1, 2006			December 31, 2004
United States	$	703,787		$	945,368		$	1,007,497
Other countries		93,192			127,172			140,393
Total long-lived assets	$	796,979		$	1,072,540		$	1,147,890
(In thousands)	Year Ended December 31, 2006			Year Ended January 1, 2006			Year Ended December 31, 2004
Operating income:
Total segment and other operating (loss) income	$	(234,134	)	$	47,806		$	43,658
Elimination of intersegment operating income		(241	)		67			(100	)
Interest expense		(92,999	)		(72,854	)		(86,427	)
Interest income		2,294			304			247
Loss on debt extinguishment		—			—			(916	)
Foreign currency exchange gain (loss), net		6,806			(4,262	)		3,224
Other, net		141			193			311
Loss before income taxes and minority interest	$	(318,133	)	$	(28,746	)	$	(40,003	)

Net sales by customer group for the years ended December 31, 2006, January 1, 2006 and December 31, 2004 were as follows:

(In thousands)	Year Ended December 31, 2006		Year Ended January 1, 2006		Year Ended December 31, 2004
Foodservice	$	2,011,026	$	1,927,210	$	1,722,853
Consumer		478,893		504,347		387,985
Net sales	$	2,489,919	$	2,431,557	$	2,110,838

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(21) Valuation and Qualifying Accounts

Valuation and qualifying accounts are comprised of allowance for doubtful accounts, allowance for discounts and deductions and inventory obsolescence reserves. The changes in these accounts for the years ended December 31, 2006, January 1, 2006 and December 31, 2004 were as follows (in thousands):

	Beginning balance		Charged to income		Charged to other accounts (1)(2)(3)			Deductions			Ending balance
Allowance for doubtful accounts
2006	$	5,469	$	2,302	$	(949	)	$	(3,392	)	$	3,430
2005		6,295		614		(105	)		(1,335	)		5,469
2004		3,900		340		3,112			(1,057	)		6,295
Allowance for discounts and deductions
2006	$	53,131	$	175,811	$	2,724		$	(167,388	)	$	64,278
2005		50,718		212,354		(386	)		(209,555	)		53,131
2004		20,744		153,627		18,020			(141,673	)		50,718
Inventory obsolescence reserves
2006	$	16,137	$	7,958	$	(20	)	$	(4,156	)	$	19,919
2005		13,666		3,005		4,813			(5,347	)		16,137
2004		1,570		2,225		13,697			(3,826	)		13,666

⁽¹⁾ Charged to other accounts includes recoveries received, reclassifications and cumulative translation adjustment for translation of foreign accounts.

⁽²⁾ In 2004, charged to other accounts includes the impact of the SF Holdings Acquisition of $4.2 million of allowance for doubtful accounts (partially offset by the reversal of reserves established for the Company’s former logistics provider), $17.9 million of allowance for discounts and deductions and $13.5 million of inventory obsolescence reserves.

⁽³⁾ In 2005, charged to other accounts includes the impact of the SF Holdings Acquisition of $4.4 million of inventory obsolescence reserves.

(22) Subsequent Events (Unaudited)

In January 2007, the Company borrowed an additional $50.0 million under its Second Lien and the proceeds were used to pay down outstanding amounts under the revolving credit facility under its First Lien.

In February 2007, all time-based and performance-based stock options were cancelled by the Company’s Board of Directors (see Note 16).

In March 2007, the Company entered into a purchase and sale agreement for the sale of certain property of the Company located in the city of Chicago (see Note 18).

72

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(23) Quarterly Financial Data (Unaudited)

The following table sets forth certain unaudited financial data for quarterly periods ended December 31, October 1, July 2 and April 2, 2006 and January 1, 2006, and October 2, July 3 and April 1, 2005.

	Quarter Ended
(In millions)	Apr. 2, 2006			July 2, 2006			Oct. 1, 2006			Dec. 31, 2006			Total			Mar. 31, 2005			July 3, 2005			Oct. 2, 2005		Jan. 1, 2006			Total
Net sales	$	567.2		$	670.3		$	620.7		$	631.7		$	2,489.9		$	547.1		$	646.9		$	620.3	$	617.3		$	2,431.6
Gross profit		53.8			92.0			66.9			52.4			265.1			46.1			82.1			92.6		88.3			309.1
(Loss) income before income taxes and minority interest		(33.6	)		(231.0	)		(20.2	)		(33.3	)		(318.1	)		(33.5	)		(4.3	)		16.7		(7.6	)		(28.7	)
Net (loss) income	$	(20.2	)	$	(299.4	)	$	(19.8	)	$	(33.9	)	$	(373.3	)	$	(20.2	)	$	(2.8	)	$	9.5	$	(5.9	)	$	(19.4	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(24) Guarantors

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 the following: Solo Management Company, P.R. Solo Cup, Inc., SF Holdings Group, Inc., Solo Cup Operating Corporation (formerly known as Sweetheart Cup Company Inc.), Lily-Canada Holding Corporation, Solo Cup (UK) Limited, Insulpak Holdings Limited and Solo Cup Europe Limited. The following financial information presents 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 December 31, 2006 (In thousands)
	Solo Delaware			Other Guarantors			Non- Guarantors		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	1,231		$	10,815		$	14,345	$	—		$	26,391
Accounts receivable:
Trade		—			190,167			37,279		—			227,446
Other		270,995			39,120			1,209		(284,472	)		26,852
Inventories		—			366,650			23,670		(1,224	)		389,096
Deferred income taxes		3,676			27,968			2,201		445			34,290
Prepaid expenses and other current assets		25			30,566			7,540		—			38,131
Total current assets		275,927			665,286			86,244		(285,251	)		742,206
Property, plant and equipment, net		—			659,727			50,151		—			709,878
Goodwill and intangible assets, net		—			38,434			268		—			38,702
Other assets		86,907			11,258			3,718		(50,279	)		51,604
Total assets	$	362,834		$	1,374,705		$	140,381	$	(335,530	)	$	1,542,390
Liabilities and Shareholder’s Equity
Current liabilities:
Accounts payable	$	—		$	387,320		$	31,819	$	(284,541	)	$	134,598
Accrued expenses and other current liabilities		22,228			101,817			13,312		—			137,357
Current maturities of long-term debt		6,500			269			1,327		—			8,096
Total current liabilities		28,728			489,406			46,458		(284,541	)		280,051
Long-term debt, net of current maturities		288,821			846,069			7,155		—			1,142,045
Deferred income taxes		6,788			43,724			3,782		—			54,294
Other liabilities		—			33,617			18,800		—			52,417
Total liabilities		324,337			1,412,816			76,195		(284,541	)		1,528,807
Shareholder’s equity:
Common stock		—			—			2,114		(2,114	)		—
Additional paid-in capital		48,492			209,120			39,168		(39,168	)		257,612
(Accumulated deficit) retained earnings		(10,920	)		(245,000	)		19,896		(9,707	)		(245,731	)
Accumulated other comprehensive income (loss)		925			(2,231	)		3,008		—			1,702
Total shareholder’s equity		38,497			(38,111	)		64,186		(50,989	)		13,583
Total liabilities and shareholder’s equity	$	362,834		$	1,374,705		$	140,381	$	(335,530	)	$	1,542,390

74

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Condensed Consolidated Balance Sheet January 1, 2006 (In thousands)
	Solo Delaware		Other Guarantor			Non- Guarantors		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	422	$	6,616		$	5,049	$	—		$	12,087
Cash in escrow		15,000		—			—		—			15,000
Accounts receivable:
Trade		—		182,995			39,288		—			222,283
Other		178,742		34,012			—		(190,765	)		21,989
Inventories		—		355,864			25,996		(596	)		381,264
Deferred income taxes		963		56,230			1,864		—			59,057
Other current assets		17		46,629			5,266		—			51,912
Total current assets		195,144		682,346			77,463		(191,361	)		763,592
Property, plant and equipment, net		—		686,968			69,217		—			756,185
Goodwill and intangible assets		18,988		254,133			491		—			273,612
Other assets		89,972		7,630			3,960		(50,278	)		51,284
Total assets	$	304,104	$	1,631,077		$	151,131	$	(241,639	)	$	1,844,673
Liabilities and Shareholder’s Equity
Current liabilities:
Accounts payable	$	35,100	$	284,667		$	34,637	$	(190,805	)	$	163,599
Accrued expenses and other current liabilities		15,736		112,819			13,521		—			142,076
Short-term debt		—		—			5,546		—			5,546
Current maturities of long-term debt		6,500		—			2,226		—			8,726
Total current liabilities		57,336		397,486			55,930		(190,805	)		319,947
Long-term debt, less current maturities		176,151		842,674			10,184		—			1,029,009
Deferred income taxes		7,346		14,682			3,801		—			25,829
Other liabilities		—		62,052			22,330		—			84,382
Total liabilities		240,833		1,316,894			92,245		(190,805	)		1,459,167
Shareholder’s equity:
Common stock		—		—			2,114		(2,114	)		—
Additional paid-in capital		48,929		209,120			39,168		(39,168	)		258,049
Retained earnings		10,702		112,176			14,193		(9,552	)		127,519
Accumulated other comprehensive loss		3,640		(7,113	)		3,411		—			(62	)
Total shareholder’s equity		63,271		314,183			58,886		(50,834	)		385,506
Total liabilities and shareholder’s equity	$	304,104	$	1,631,077		$	151,131	$	(241,639	)	$	1,844,673

75

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Consolidated Statement of Operations For the Year Ended December 31, 2006 (In thousands)
	Solo Delaware			Other Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	—		$	2,301,620		$	270,464		$	(82,165	)	$	2,489,919
Cost of goods sold		—			2,073,024			233,286			(81,443	)		2,224,867
Gross profit		—			228,596			37,178			(722	)		265,052
Selling, general and administrative expenses		903			239,557			25,535			(122	)		265,873
Impairment of goodwill		18,988			209,431			118			—			228,537
Loss on sale of property, plant and equipment		—			4,457			560			—			5,017
Operating (loss) income		(19,891	)		(224,849	)		10,965			(600	)		(234,375	)
Interest expense, net		6,369			82,797			1,539			—			90,705
Loss on debt extinguishment		—			—			—			—			—
Foreign currency exchange (gain) loss, net		—			(6,320	)		(486	)		—			(6,806	)
Other expense (income), net		—			62			(203	)		—			(141	)
(Loss) income before income taxes		(26,260	)		(301,388	)		10,115			(600	)		(318,133	)
Income tax (benefit) provision		(4,638	)		55,788			4,412			(445	)		55,117
Net (loss) income	$	(21,622	)	$	(357,176	)	$	5,703		$	(155	)	$	(373,250	)
	Consolidated Statement of Operations For the Year Ended January 1, 2006 (In thousands)
	Solo Delaware			Other Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	—		$	2,234,028		$	265,709		$	(68,180	)	$	2,431,557
Cost of goods sold		—			1,955,521			233,856			(66,925	)		2,122,452
Gross profit		—			278,507			31,853			(1,255	)		309,105
Selling, general and administrative expenses		238			247,539			20,264			(740	)		267,301
(Gain) loss on sale of property, plant and equipment		—			(6,254	)		185			—			(6,069	)
Operating (loss) income		(238	)		37,222			11,404			(515	)		47,873
Interest expense, net		(3,592	)		74,440			1,702			—			72,550
Foreign currency exchange loss (gain), net		—			5,464			(1,202	)		—			4,262
Other (income) expense, net		—			(9,438	)		9,245			—			(193	)
Income (loss) before income taxes and minority interest		3,354			(33,244	)		1,659			(515	)		(28,746	)
Income tax provision (benefit)		869			(14,873	)		5,044			—			(8,960	)
Minority interest		—			—			(409	)		—			(409	)
Net income (loss)	$	2,485		$	(18,371	)	$	(2,976	)	$	(515	)	$	(19,377	)

76

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Consolidated Statement of Operations For the Year Ended December 31, 2004 (In thousands)
	Solo Delaware			Other Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	—		$	1,926,317		$	208,208		$	(23,687	)	$	2,110,838
Cost of goods sold		—			1,662,404			175,148			(23,606	)		1,813,946
Gross profit		—			263,913			33,060			(81	)		296,892
Selling, general and administrative expenses		372			240,876			19,692			(22	)		260,918
Loss on sale of property, plant and equipment		—			(7,724	)		138			2			(7,584	)
Operating (loss) income		(372	)		30,761			13,230			(61	)		43,558
Interest expense, net		(13,807	)		67,308			1,989			—			55,490
Prepayment penalties		—			30,690			—			—			30,690
Loss on debt extinguishment		—			916			—			—			916
Foreign currency exchange (gain) loss, net		—			(2,260	)		(964	)		—			(3,224	)
Other (income) expense, net		—			(1,393	)		(235	)		1,317			(311	)
Income (loss) before income taxes		13,435			(64,500	)		12,440			(1,378	)		(40,003	)
Income tax provision (benefit)		5,220			(204	)		5,097			—			10,113
Minority interest		—			—			214			—			214
Net income (loss)	$	8,215		$	(64,296	)	$	7,129		$	(1,378	)	$	(50,330	)

77

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Condensed Consolidated Statement of Cash Flows For the Year Ended December 31, 2006 (In thousands)
	Solo Delaware			Other Guarantors			Non- Guarantors			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(120,136	)	$	59,227		$	14,057		$	(46,852	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		—			(61,777	)		(3,366	)		(65,143	)
Proceeds from sale of property, plant and equipment		—			4,661			6,961			11,622
Decrease in cash escrow		15,000			—			—			15,000
Net cash provided by (used in) investing activities		15,000			(57,116	)		3,595			(38,521	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) under revolving credit facilities		42,525			—			(575	)		41,950
Borrowings under the term notes		80,000			—			—			80,000
Repayments of the term notes		(8,125	)		—			(1,178	)		(9,303	)
Repayments of other debt		—			1,934			(6,163	)		(4,229	)
Contribution of capital from parent		(651	)		—			—			(651	)
Debt issuance costs		(7,805	)		—			(204	)		(8,009	)
Net cash provided by (used in) financing activities		105,944			1,934			(8,120	)		99,758
Effect of exchange rate changes on cash		—			155			(236	)		(81	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		808			4,200			9,296			14,304
Cash and cash equivalents, beginning of period		423			6,615			5,049			12,087
Cash and cash equivalents, end of period	$	1,231		$	10,815		$	14,345		$	26,391
	Condensed Consolidated Statement of Cash Flows For the Year Ended January 1, 2006 (In thousands)
	Solo Delaware			Other Guarantors			Non- Guarantors			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(24,722	)	$	20,354		$	7,079		$	2,711
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for business acquisitions, net of cash acquired		—			—			(368	)		(368	)
Purchase of property, plant and equipment		—			(44,778	)		(8,362	)		(53,140	)
Proceeds from sale of property, plant and equipment		—			21,651			979			22,630
Net cash used in investing activities		—			(23,127	)		(7,751	)		(30,878	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) under revolving credit facilities		33,000			(27	)		(472	)		32,501
Contribution of capital from parent		100			—			—			100
Return of capital to parent		(1,267	)		—			—			(1,267	)
Borrowings (repayments) of the term notes		(6,500	)		6			(2,000	)		(8,494	)
Net borrowings of other debt		—			—			1,844			1,844
Debt issuance costs		(1,701	)		(1	)		(13	)		(1,715	)
Dividends paid		—			(387	)		—			(387	)
Decrease in restricted cash		—			1,905			—			1,905
Net cash provided by (used in) financing activities		23,632			1,496			(641	)		24,487
Effect of exchange rate changes on cash		—			(136	)		48			(88	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(1,090	)		(1,413	)		(1,265	)		(3,768	)
Cash and cash equivalents, beginning of period		1,513			8,028			6,314			15,855
Cash and cash equivalents, end of period	$	423		$	6,615		$	5,049		$	12,087

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SOLO CUP COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Condensed Consolidated Statement of Cash Flows For the Year Ended December 31, 2004 (In thousands)
	Solo Delaware			Other Guarantors			Non- Guarantors			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by (used in) operating activities	$	29,309		$	(66,201	)	$	13,661		$	(23,231	)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for business acquisitions, net of cash acquired		(891,118	)		15,028			3,462			(872,628	)
Purchase of property, plant and equipment		—			(36,157	)		(6,081	)		(42,238	)
Proceeds from sale of property, plant and equipment		—			12,376			378			12,754
Decrease (increase) in cash escrow		(15,000	)		10,003			—			(4,997	)
Net cash provided by (used in) investing activities		(906,118	)		1,250			(2,241	)		(907,109	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) under revolving credit facilities		(289,363	)		318,039			(11,966	)		16,710
Net repayments under the securitization facility		—			(22,800	)		—			(22,800	)
Borrowings under the term notes		650,000			—			11,214			661,214
Borrowings under 8.5% senior subordinated notes		325,000			—			—			325,000
Proceeds from sale of common stock		229,627			—			—			229,627
Contribution of capital from parent		838			—			—			838
Repayments of the 7.08% senior notes		—			(160,000	)		—			(160,000	)
Repayments of the 3.67% yen-denominated senior notes		—			(44,828	)		—			(44,828	)
Repayments of the interest rate swap		—			(1,656	)		—			(1,656	)
Repayments of the term notes		(4,875	)		—			—			(4,875	)
Repayments of other debt		—			—			(5,542	)		(5,542	)
Debt issuance costs		(32,905	)		—			(252	)		(33,157	)
Dividends paid		—			(16,097	)		—			(16,097	)
Increase in restricted cash		—			234			—			234
Net cash provided by (used in) financing activities		878,322			72,892			(6,546	)		944,668
Effect of exchange rate changes on cash		—			(1,900	)		158			(1,742	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,513			6,041			5,032			12,586
Cash and cash equivalents, beginning of period		—			1,987			1,282			3,269
Cash and cash equivalents, end of period	$	1,513		$	8,028		$	6,314		$	15,855

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

(a) Disclosure Controls and Procedures

On October 16, 2006, after conducting a review that revealed a material weakness in our internal control over financial reporting, we restated certain of our previously issued consolidated financial statements by filing Form 10-K/A for the fiscal year ended January 1, 2006 and Form 10-Q/A for the thirteen weeks ended April 2, 2006. In our Form 10-Q for the thirteen weeks ended July 2, 2006, also filed on October 16, 2006, certain of our previously issued consolidated financial statements for the thirteen and twenty-six weeks ended July 3, 2005 were restated.

Our management, including our chief executive officer and our principal financial officer, the vice president – corporate controller, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, our chief executive officer and our vice president – corporate controller concluded that, as of December 31, 2006, as a result of the material weaknesses described below in section (b), our disclosure controls and procedures were not effective.

(b) Changes in Internal Control Over Financial Reporting

A material weakness in internal control over financial reporting (as defined in paragraph 140 of Auditing Standard No. 2 of the Public Company Accounting Oversight Board) is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects a company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles (GAAP) such that there is more than a remote likelihood that a misstatement of the company’s annual or interim consolidated financial statements that is more than inconsequential will not be prevented or detected.

In assessing the effectiveness of our disclosure controls & procedures, management identified in Item 4 of Part I of the Company’s Quarterly Report on Form 10-Q for the thirteen and thirty-nine weeks ended October 1, 2006, five material weaknesses in the Company’s internal control over financial reporting. Three of these material weaknesses (deficiencies in the Company’s internal control environment; deficiencies in the review and reconciliation of period end balances; and deficiencies in the controls over spare parts inventory valuation) were not fully remediated as of December 31, 2006. The remaining two material weaknesses and the related activities completed by the Company to address all previously reported material weaknesses in internal control over financial reporting during the thirteen weeks ended December 31, 2006 are described below.

Items No Longer Considered a Material Weakness

(1) Controls over Accounts Payable Cutoff. As of October 1, 2006, we had not implemented effective policies and procedures to appropriately transition relevant information and knowledge of existing staff to the remaining and new staff when we consolidated our accounts payable departments and implemented a new accounts payable system in 2005 and 2006.

The following changes in internal control over financial reporting were implemented during the thirteen weeks ended December 31, 2006 to remediate the control deficiencies that contributed to this material weakness:

• We restructured the accounts payable department by realigning responsibilities within the department, hiring additional personnel and implementing new procedures.

• We completed several activities in the department designed to help ensure accuracy in accounting and reporting, including: (i) developing new reports and a tracking matrix to improve data accuracy and

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communication within the Company; (ii) developing an aged unprocessed invoice report and follow up processes to allow for the recognition of emerging issues in a rapid manner; and (iii) developing a process to more accurately estimate and effectively monitor the accrual balance.

As a result of these changes in internal control over financial reporting, management believes that the material weakness in internal control over accounts payable cutoff no longer exists as of December 31, 2006.

(2) Controls over Timely Recognition of Credits to Customers. As of October 1, 2006, we had not established appropriate policies and procedures and had not taken steps to ensure accounting personnel possessed the necessary level of technical competence or training to properly account for sales credits issued to customers.

The following changes in internal control over financial reporting were implemented during the thirteen weeks ended December 31, 2006 to remediate the control deficiencies that contributed to this material weakness:

• We reorganized our department responsible for reviewing credit memos according to sales type and region, and segregated our rebate processing into a specialized department. The reorganization included the implementation of standard procedures to timely research customer claims and implementation of an electronic approval work flow to automatically route dispute resolutions to the appropriate approver. In addition, we hired additional personnel to timely reconcile credit memos issued to customers against accounts receivable balances and resolve discrepancies between our records and customer claims.

• We established several accounting policies and procedures to properly recognize sales discounts and related incentives offered to our customers. We also reviewed the accounting treatment for these transactions with the appropriate accounting and management personnel to ensure sales incentives are identified timely and accounted for appropriately.

• We documented standard procedures to research customer claims.

As a result of these changes in internal control over financial reporting, management believes that the material weakness in internal control over the timely recognition of credits to customers no longer exists as of December 31, 2006.

Areas Where a Material Weakness Still Exists

(1) Control Environment. As of December 31, 2006, we did not maintain an effective control environment. The control environment is the atmosphere in which a company’s internal control procedures operate.

The following control improvements were implemented during the thirteen weeks ended December 31, 2006 in an effort to remediate the control deficiencies that contributed to this material weakness:

• We promoted critical senior personnel in the finance and accounting department, including three vice presidents, to provide leadership and to set the appropriate tone at the top, and realigned certain key reporting relationships to clarify accountability for the various elements of our financial records and periodic reports and improve the flow of information within the accounting department and among operating units.

• We have re-emphasized our expectation that all business activities are conducted in compliance with our internal controls and Code of Conduct. We have also reinforced our Code of Conduct and Ethics Helpline, which we had formally adopted and implemented in January 2006 among all employees, emphasizing that questionable actions must be reported and that alleged violations of the code are unacceptable and will not be tolerated.

• We revised our corporate governance practices including expanding our Board of Directors to include directors with audit committee experience, increasing senior management’s interaction with the board members, and improving communication among management and employees. We also established clearer reporting relationships among key employees, senior management and the Board of Directors to reinforce accountability and improve open communication throughout the Company.

• We established procedures for senior management to review financial information on a consistent and timely basis. These procedures have provided broader visibility and analysis of monthly financial reporting

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and results and fostered proactive and open communication within the senior management team prior to issuance of our consolidated financial statements.

• We revised and refined our disclosure controls and procedures to ensure that the financial reporting and disclosure process is conducted in an open environment allowing for detailed discussion and analysis prior to finalizing and releasing our financial statements.

As of December 31, 2006, management believes that this material weakness continues related to our failure to formally document and distribute accounting policies, practices and procedures, establish adequate controls over the selection, application and documentation of our accounting policies to ensure they were in accordance with GAAP, and adequately train our personnel in the application of GAAP commensurate with our financial reporting requirements. At October 1, 2006, we had expected to revise and formally document our accounting policies and procedures in a formal policies and procedures manual by fiscal year end 2006, and to fully implement the procedures during the first quarter of 2007. Although we have published and implemented several policies that we identified as material to addressing the material weaknesses, we have extended our timeline for this project and now expect to complete the documentation, review and publication of the remaining policies by the end of the second quarter of 2007. In addition, we must continue to provide training on the application of the new policies on a Company-wide basis throughout 2007.

(2) Controls over the Review and Reconciliation of Period End Balances. As of December 31, 2006, we did not have effective policies and procedures fully documented and implemented requiring the accounting management team to formally and timely review and reconcile certain accrued liabilities and valuation reserves as part of the monthly close process. Although this material weakness did not have a material effect on our financial statements reported in this Form 10-K, management determined that the controls were not adequately designed or implemented to provide reasonable assurance that management would timely identify or prevent a material misstatement in our financial statements from occurring.

The following control improvements were implemented during the thirteen weeks ended December 31, 2006 in an effort to remediate the control deficiencies that contributed to this material weakness:

• We initiated a periodic process which requires the accounting department to conduct a coordinated review of the accounting entries that require support and information from other departments, including legal, human resources, supply chain, operations and sales, in order to ensure the balances recorded comply with the Company’s policies, actual experience and legal requirements, and properly account for the related transactions.

• We established a liability for freight charges that have been incurred through the use of a standardized report that monitors this activity and initiated a regular review of the activity by appropriate supply chain and operations personnel.

• We established a formal methodology and calculation to reserve for excess and obsolete finished goods inventory that the Company applies consistently among all operating units.

As of December 31, 2006, management believes that this material weakness continues related to our failure to complete our process of conducting and documenting the required review and reconciliation processes over the material balance sheet accounts during the periodic financial close on a formal and consistent basis.

(3) Controls over the Spare Parts Inventory Accuracy and Valuation. As of December 31, 2006, we did not establish appropriate policies and procedures to ensure that the accounting records for spare parts inventories were accurately maintained and the accounting for the reserve for obsolete spare parts inventory was consistent among all operating units.

The following control improvement was implemented during the thirteen weeks ended December 31, 2006 in an effort to remediate the control deficiencies that contributed to this material weakness:

• We have established an accounting policy to standardize the calculation of the reserve for obsolete spare parts inventory and began to apply it consistently among all operating units.

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As of December 31, 2006, management believes that this material weakness continues related to our failure to establish appropriate policies and procedures to ensure that the required entries were recorded in, or that the existing reserve balances were reconciled to, the appropriate account. Management has identified opportunities to improve controls in this area, including standardizing the timing, format and process for conducting cycle counts over the spare parts inventory, and ensuring the accuracy of the data and system reports that support the reserve calculation. Management expects to implement these processes during the second quarter of 2007.

In light of the material weaknesses in our internal control over financial reporting described above, we performed additional analysis and other post-closing procedures to ensure our consolidated financial statements are prepared in accordance with GAAP. We implemented certain changes in internal control over financial reporting and will continue to implement remediation efforts, as described above. Accordingly, we believe that the consolidated financial statements included in this Form 10-K fairly present in all material respects our financial position, results of operations and cash flows for the periods presented.

Item 9B. Other Information.

None.

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Part III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the name, age and position of our executive officers and directors as of March 15, 2007.

Name	Age	Position	Date First Elected
Kevin A. Mundt	53	Chairman of the Board, Member of the Compensation Committee	12/15/06(1)
Robert L. Hulseman	74	Chairman Emeritus of the Board	1/29/04(2)
John F. Hulseman	76	Vice Chairman Emeritus of the Board	1/29/04(3)
Robert M. Korzenski	52	Chief Executive Officer, President and Director	4/15/04(4)
Thomas A. Pasqualini	49	Executive Vice President – Operations and Supply Chain	4/15/04(5)
Jan Stern Reed	47	Executive Vice President – Human Resources, General Counsel and Secretary	11/30/04(6)
Norman W. Alpert	48	Director, Chair of the Audit Committee	2/28/04(1)(7)
Peter W. Calamari	32	Director, Member of the Audit Committee	12/15/06(1)
Sheila M. Hulseman	71	Director	1/29/04
Georgia S. Hulseman	72	Director	1/29/04
Jeffrey W. Long	50	Director, Chair of the Compensation Committee	12/15/06(1)
Stephen E. Macadam	46	Director, Member of the Audit Committee	2/6/07
Daniel S. O’Connell	53	Director, Member of the Compensation Committee	2/28/04(1)

⁽¹⁾ Messrs Alpert, Calamari, Long, Mundt and O’Connell are each employees and equity owners of Vestar Capital Partners, an affiliate of the Company due to their ownership of 32.7% of the voting stock of SCIC, the Company’s parent.

⁽²⁾ Mr. Hulseman was first elected as Chairman of the Board and Chief Executive Officer on 1/29/04 and became Chairman Emeritus on 12/15/06.

⁽³⁾ Mr. Hulseman was first elected as Vice Chairman of the Board on 1/29/04 and became Vice Chairman Emeritus on 12/15/06.

⁽⁴⁾ Mr. Korzenski was first elected Senior Vice President on 4/15/04; Executive Vice President – Sales and Marketing on 6/20/05; Director, President and Chief Operating Officer on 4/17/06; and Chief Executive Officer on 8/11/06.

⁽⁵⁾ Mr. Pasqualini was first elected as Senior Vice President on 4/15/04; Executive Vice President – Supply Chain on 6/20/05 and most recently as Executive Vice President of Supply Chain and Operations on 4/17/06.

⁽⁶⁾ Ms. Reed was first elected as Senior Vice President – General Counsel and Secretary on 11/30/04; Executive Vice President, General Counsel and Secretary on 6/20/05 and most recently as Executive Vice President – Human Resources, General Counsel and Secretary on 4/17/06.

⁽⁷⁾ Mr. Alpert was first elected Director on 2/28/04 and served until 1/27/06. He was elected for his most recent term on 7/21/06.

Kevin A. Mundt is a director and has served as Chairman of the Board since December 2006. Mr. Mundt is a managing director of Vestar Capital Partners which he joined in 2004. Previously he was a Managing Director of

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Mercer Oliver Wyman, the financial consulting arm of Marsh and McLennan from 1998 to 2003. Prior to that, beginning in 1983, he was one of the founders of Corporate Decisions, Inc., which was acquired by Marsh and McLennan. Mr. Mundt is also currently a director of Birds Eye Foods, Sunrise Medical, Duff and Phelps, MediMedia and Fiorucci, SpA.

Robert L. Hulseman is a director and has served as Chairman Emeritus since December 2006. He served as Chairman and Chief Executive Officer of the Company from January 2004 until December 2006. Mr. Hulseman served as Chairman and Chief Executive Officer of Solo Illinois from January 1998 to October 2005 and served as a director of Solo Illinois from April 1956 to June 2005. He began his career in the disposable foodservice and food packaging products industry with Solo Cup Company in 1950. Mr. Hulseman is also the husband of Sheila M. Hulseman, the brother of John F. Hulseman and the brother-in-law of Georgia S. Hulseman.

John F. Hulseman is a director and has served as Vice Chairman Emeritus since December 2006. He served as Vice Chairman of the Company from January 2004 until December 2006. Mr. Hulseman served as a director of Solo Illinois from March 1955 to June 2005. He served as President of Solo Illinois from January 1998 to January 2004, as Vice Chairman of Solo Illinois from January 2004 to June 2005, and as Secretary of Solo Illinois from January 1999 to November 2004. Mr. Hulseman began his career in the disposable foodservice and food packaging products industry with Solo Cup Company in 1950. Mr. Hulseman is also the husband of Georgia S. Hulseman, the brother of Robert L. Hulseman and the brother-in-law of Sheila M. Hulseman.

Robert M. Korzenski is a director and Chief Executive Officer and President of the Company having served as director and President since April 2006 and as the Chief Executive Officer since August 2006. Prior to that, he served as Executive Vice President – Sales and Marketing of the Company from February 2005 until April 2006. Prior to that, he served as Senior Vice President – Integration; Hoffmaster-Fonda Brands of Solo Cup Company and Solo Illinois from February 2004 to February 2005. Mr. Korzenski served as President of the Hoffmaster brand of Sweetheart from March 2002 until February 2004. Prior to that, Mr. Korzenski served as President and Chief Operating Officer of The Fonda Group, Inc. from March 1998 until March 2002. Prior to that, he was Senior Vice President of The Fonda Group, Inc. since January 1997 and President of the Hoffmaster division since its acquisition by The Fonda Group, Inc. in March 1995.

Thomas Pasqualini is Executive Vice President – Operations and Supply Chain of the Company having served in that capacity since March 2006. Prior to that, he served as Executive Vice President – Global Supply Chain of the Company from June 2005 to March 2006. From July 2004 to June 2005, Mr. Pasqualini served as Senior Vice President – Global Supply Chain and from February 2004 to July 2004, he served as Senior Vice President—Integration: Sweetheart Brands of the Company and of Solo Illinois. From August 2002 to February 2004, Mr. Pasqualini served as Senior Vice President—Manufacturing and Logistics of Sweetheart. For five years prior to that, he was Vice President of Logistics and Distribution and director of Distribution at Sweetheart.

Jan Stern Reed is Executive Vice President – Human Resources, General Counsel and Secretary of the Company having served in that capacity since April 2006. Prior to that, Ms. Reed served as Executive Vice President, General Counsel and Secretary of the Company from June 2005 to April 2006. From December 2004 to June 2005, she served as Senior Vice President, General Counsel and Secretary of the Company. Prior to joining the Company, Ms. Reed served as Associate General Counsel and Corporate Secretary for Baxter International Inc., a global developer and manufacturer of products used in the health care field, from February 1998 to November 2004, and also served as its Chief Governance Officer from March 2003 to November 2004.

Norman W. Alpert is a director of the Company, having served in that capacity since July 2006 and from February 2004 until February 2006. Mr. Alpert is a founding partner of Vestar Capital Partners and has served as its Managing Director since April 1988. Prior to founding Vestar Capital Partners, Mr. Alpert was a commercial banker at Manufacturers Hanover Trust Company and later was a Vice President of the Management Buyout Group at The First Boston Corporation. Mr. Alpert is currently a director of Border Media Partners and MediMedia.

Peter W. Calamari is a director of the Company, having served in that capacity since December 2006. He joined Vestar Capital Partners in 1999 and is currently a Vice President. Prior to joining Vestar, Mr. Calamari was a member

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of the Mergers & Acquisitions group at Merrill Lynch. Mr. Calamari also currently serves as a director of Birds Eye Foods and Consolidated Container Corporation.

Sheila M. Hulseman is a director of the Company, having served in that capacity since January 2004. Ms. Hulseman served as a director of Solo Illinois from April 1989 to June 2005. Ms. Hulseman is also the wife of Robert L. Hulseman and the sister-in-law of John F. Hulseman and Georgia S. Hulseman.

Georgia S. Hulseman is a director of the Company, having served in that capacity since January 2004. Ms. Hulseman served as a director of Solo Illinois from April 1989 to June 2005. Ms. Hulseman is also the wife of John F. Hulseman and the sister-in-law of Robert L. Hulseman and Sheila M. Hulseman.

Jeffrey W. Long is a director of the Company, having served in that capacity since December 2006. Mr. Long has been a managing director of Vestar Capital Partners since September 2005. Before that, Mr. Long was a Principal at McKinsey and Company, Inc. from June 1999 to August 2005. Mr. Long is currently a director and member of the Audit and Compensation committees at Argo Tech since January 2006 and a director of St. John Knits International, Inc. since February 2006.

Stephen E. Macadam is a director of the Company, having served in that capacity since February 2007. Mr. Macadam currently is Chief Executive Officer and a director of BlueLinx Holdings Inc., having served in those capacities since October 2005 and June 2004, respectively. Mr. Macadam served as the President and Chief Executive Officer of Consolidated Container Company from August 2001 to October 2005. Mr. Macadam served at Georgia-Pacific Corporation as Executive Vice President, Pulp & Paperboard from July 2000 until August 2001 and as Senior Vice President, Containerboard & Packaging from March 1998 until July 2000. From 1988 until 1998, Mr. Macadam held positions of increasing responsibility with McKinsey and Company, Inc., which culminated in the role of Principal in charge of McKinsey’s Charlotte, North Carolina operation.

Daniel S. O’Connell is a director of the Company, having served in that capacity since February 2004. Mr. O’Connell founded Vestar Capital Partners in April 1988 and has served as its Chief Executive Officer since that time. Prior to founding Vestar Capital Partners, Mr. O’Connell was a Managing Director and Co-Head of the Management Buyout Group at The First Boston Corporation. Mr. O’Connell is currently a director of Birds Eye Foods, Inc., Argo-Tech Corporation, Sunrise Medical, Inc., St. John Knits International, Inc., Nybron Flooring International and National Mentor. In addition, he is a trustee of Brown University and is on the Advisory Board of the Yale University School of Management.

Pursuant to the Stockholders Agreement between the Company, SCIC, Vestar, SCC Holding and certain other parties, Messrs. Mundt, Alpert, Calamari, Long, Macadam and O’Connell serve on the Company’s board of directors as designees of Vestar; and Messrs. Robert L. Hulseman, John F. Hulseman and Korzenski, Ms. Sheila M. Hulseman and Ms. Georgia S. Hulseman serve on the Company’s board of directors as designees of SCC Holding; and Mr. Mundt serves as Chairman of the board of the Company as Vestar’s designee to that position. There are no other arrangements or understandings between any member of the board of directors or executive officer and any other person pursuant to which that person was elected or appointed to his or her position.

Audit and Compensation Committees

In February 2007, the Board of Directors of the Company formed an Audit Committee and a Compensation Committee. The Audit Committee will assist the Board of Directors in fulfilling its oversight responsibilities, which includes reviewing the Company’s financial reporting process, its system of internal controls, the audit process and the process of monitoring the Company’s compliance with laws and regulations. In addition, the board has designated Norman Alpert as the “audit committee financial expert,” as defined by the SEC and Mr. Alpert serves as the chair of the Company’s Audit Committee. Mr. Alpert is not “independent,” under the standards established by the New York Stock Exchange. Since the Audit Committee was recently formed, it will publish its first Audit Committee report in the Company’s Form 10-K for the fiscal year ending December 30, 2007. The Compensation Committee will review the Company’s employee benefit plans and executive compensation. The charters for each of the Audit Committee and Compensation Committee are available free of charge on the Company’s website, www.solocup.com, under the heading “Investor Relations” under the “About Solo” link.

Code of Business Conduct

The Company adopted a revised Code of Business Conduct effective March 1, 2007 that applies to all of its employees, including its Chief Executive Officer, President, Chief Financial Officer and Controller. The revised Code of Business Conduct is available free of charge on the Company’s website, www.solocup.com, under the heading “Working at Solo.”

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Item 11. Executive Compensation.

Compensation Discussion and Analysis

Background: During 2006, the Company underwent a series of major changes, two of which are particularly relevant to our discussion and analysis of our executives’ compensation during the year:

• First, prior to December 15, 2006, our board of directors, which developed and implemented our executive compensation policies and objectives, was controlled by the Hulseman family. As a result, our compensation policies and philosophy were primarily an extension of long-standing practices that had been in effect for many years when Solo Illinois was privately-held. As of December 15, 2006, Vestar assumed control of the board of directors of the Company, and in February 2007, established a formal compensation committee to oversee our executive compensation program. The discussion contained in this section describes our compensation program during 2006, which was less formal than that which we plan to employ going forward under the direction and guidance of the Vestar-controlled board. In addition, in this section we will address changes that have already occurred in our compensation policies and philosophy since the beginning of 2007.

• Second, during 2006 we had significant turnover in our executive management team, which resulted in numerous one-time payments to previous executive officers pursuant to employment agreements. Certain of these ex-employees are required to be listed later in this Item 11, where you will find a series of tables containing specific information about the compensation earned by our “named executive officers” (“NEOs”). Please note that the NEOs listed in the tables fall into three categories:

1. Hulseman family members

2. Current NEOs (Messrs. Korzenski and Pasqualini and Ms. Reed)

3. Former NEOs (Messrs. Whaley and Shah and Ms. Marks)

The discussion in this section does not apply to the Hulseman family members, as their compensation is determined by the terms of the Stockholders Agreement dated as of February 27, 2004 among the Company, Vestar, Vestar Cup Investment, LLC, Vestar Cup Investment II, LLC, SCC Holding, SCIC and certain management investors (filed as exhibit 10.18 to the Company’s Registration Statement on Form S-4 dated as of June 24, 2004 and filed June 25, 2004 [SEC File No. 333-116843]).

Compensation Philosophy: Our compensation philosophy is to provide a competitive total rewards program, including competitive pay and benefits, a focus on work-life balance and, where appropriate, incentive opportunities in order to attract, retain, and engage highly qualified and motivated individuals, maintain a performance-driven culture, and to support the overall business objectives. The total rewards approach includes a compensation program that will deliver pay to individual employees in an equitable manner based on personal and Company performance, will support our employees’ contributions to Company goals, and will encourage and reward individual career development.

Process for Determining Executives’ Compensation: During 2006, the board of directors received and considered recommendations relating to executive compensation decisions from our former chief operating officer (“COO”). During 2006, the former COO engaged the services of an independent executive compensation consultant who conducted a person-by-person analysis of each of our executives’ compensation compared to a general industry peer group comprised of companies of our size measured by revenue dollars. Recommendations for 2006 compensation for each individual executive officer were then presented by the former COO to the board of directors based on (i) length in position; (ii) level of performance in the position; and (iii) median market compensation provided for that position as gathered in the survey.

Compensation Components: Our executive compensation during 2006 included base salary, cash bonus opportunity, stock options, benefits and perquisites. We do not have any formal or informal policy or target for allocating compensation between long-term and short term compensation, between cash and non-cash compensation or among the different forms of non-cash compensation. Instead, we have determined subjectively on a case-by-case basis the

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appropriate level and mix of the various compensation components. Additionally, due to the fact that we do not have publicly-traded equity, the long-term incentive award choices are limited.

Base Salaries. Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our executives. Base salaries for our executives, together with other components of compensation, are evaluated for adjustment annually by the CEO based on an assessment of an executive’s performance and compensation trends in our industry, after which a recommendation by the CEO is presented to the board of directors.

Cash Bonuses. In addition to base salaries, our executives are eligible to receive cash bonuses based primarily on the Company’s financial performance measured on an annual basis and, to a lesser degree, individual objectives. These cash bonuses are intended to compensate for an executive’s contribution to the achievement of our strategic, operational and financial goals. Beginning in 2005, our annual bonuses were paid under our annual incentive bonus plan (also known as the “Management Incentive Plan” or “MIP”) which provides for a cash bonus, dependent upon the Company’s obtaining specified earnings before interest, taxes, depreciation and amortization adjusted for certain items, such as non-cash charges and restructuring charges (known as “Adjusted EBITDA” and defined in the First Lien), calculated as a percentage of the executive’s base salary. If the Company does not meet 85% of the targeted annual EBITDA amount, there is no payout under the MIP. The target bonus percent for each executive is generally 65% of that executive’s base salary. However if corporate financial performance measures are exceeded, executives may receive up to 200% of their target bonus. The executive officers each have an employment agreement that adds an additional hurdle to receiving a bonus: the Company must not only achieve 85% of the targeted EBITDA amount for each year, it must also reduce the Company’s Total Indebtedness (as defined in the employment agreement) by $50 million for such year. Also pursuant to the employment agreements, the board of directors has the discretion to award bonuses to the executive officers even if the above described criteria are not met if, in the Board’s reasonable judgment, such discretionary bonus award is appropriate.

Our compensation committee (which was formed in February 2007) recommends to the board for approval the annual incentive award for each of the named executive officers, with the CEO providing recommendations to the compensation committee for each named executive officer other than himself. The compensation committee followed this practice with regard to 2006 bonus awards to executive officers.

For 2006, our senior management employee team participated in the MIP, and the targeted annual EBITDA amount was set by the board of directors to be EBITDA as set forth in our First Lien. The Company did not meet the financial threshold of 85% of targeted EBITDA, and accordingly, under the terms of the MIP, no bonus amounts should have been awarded. Notwithstanding this performance, however, the board of directors, approved a discretionary payout for all eligible MIP participants (including executive officers) for a number of reasons: first, the Company underwent significant change and disruption during 2006, including significant turnover in the senior management employee team, a restatement of certain of the Company’s financial statements and restructuring the Company’s U.S. credit facilities, the board felt that it was important to reward the senior management employee team for their extraordinary efforts in helping to lead the Company during these challenging times. Second, this would have been the second consecutive year that a bonus would not have been paid under the MIP as a result of a failure to meet an established EBITDA target, and the board was concerned about retaining and attracting qualified individuals within that environment. Third, the targets that were set under the MIP were established based on recommendations by the former COO and former CFO on a pre-restatement basis. The total amount that the board approved for distribution to the MIP participants was approximately 40 percent of that which would have been awarded if the Company had paid out 100 percent at target bonus levels.

For 2006, the target bonus awards for each of the NEOs were as follows: Mr. Korzenski—$0; Mr. Pasqualini—$97,500; Ms. Reed—$170,000. Although the compensation committee recommended a bonus award for Mr. Korzenski for 2006, and the board approved this award, Mr. Korzenski declined to accept any bonus payment for 2006 in order to allocate those dollars back into the pool to the benefit of other members of the senior management employee team. The Compensation Committee recommended and the board approved a separate one-time bonus payment opportunity during 2007 for Mr. Korzenski that is contingent upon the successful completion of certain Company transactions during the year. Bonus awards for Ms. Reed and Mr. Pasqualini were determined as a percentage of their base pay (40% and 25%, respectively) based upon the individuals 2006 performance.

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Stock Options. During 2005, the board of directors awarded certain senior management team members stock options under SCIC’s Management Investment and Incentive Compensation Plan (the “Plan”) for common stock in SCIC, the parent of the Company. There were no additional stock option awards granted during 2006, and as of December 31, 2006, the exercise price of all performance and time-based outstanding vested or unvested options exceeded the fair market value of SCIC’s common stock. In 2007, the board of directors cancelled all outstanding vested and unvested options awarded under the Plan.

Benefits and Perquisites. During 2006, the executive officers of the Company participated in health and welfare plans that covered medical, dental insurance, life, disability, and vision insurance. These benefits were offered only to selected members of the senior management team, and provided for 100% coverage for all medical, dental, prescription costs, vision, along with life insurance that was commensurate with that which was offered to all employees as well as disability insurance that provided for a $20,000 monthly maximum. Each member of the senior management team also received a whole life insurance policy in the amount of $250,000 and $10M personal umbrella policy paid for by the Company. During the first quarter of 2007, these insurance programs were terminated and the personal umbrella policy was not renewed. The executive officers and all other participants in these plans were transitioned to the same medical, dental, life, disability, vision, and insurance benefit plans as those which are provided to all other employees in the Company on the same basis, terms and conditions. Mr. Korzenski, Ms. Reed and Mr. Pasqualini will continue to receive the whole life policy or a comparable annuity payment in the amount of $250,000.

Executive officers also participate in the Company’s 401(k) plan, a tax-qualified retirement savings plan available to all employees, pursuant to which employees are permitted to defer a portion of their income under the 401(k) plan. The Company currently makes a matching contribution of 75% on the first 2% contributed by the employee and 50% on the next 4% contributed by the employee up to maximum of $15,000 on a before tax basis. We maintain no defined benefit plans. We offer a deferred compensation plan; none of our current NEOs participated in this plan during 2006.

During 2006, the executive officers were entitled to several perquisites, all of which are detailed in the “All Other Compensation” table in this Item 11. These perquisites included: a company car; paid vacation; health club; and tax gross ups on these items, as well as life insurance premiums. During the first quarter of 2007, all of these perquisites were terminated.

Severance Payments: Each of our NEOs is entitled to receive severance benefits upon certain qualifying terminations of employment, based upon either an applicable provision in such executive’s employment agreement or pursuant to the terms of our Severance Policy. These severance arrangements are intended to retain executives and provide continuity of management in connection with a threatened or actual change in control transaction. Certain terms of the employment agreements are described below under the caption “Executive Employment Agreements.”

During 2006, as mentioned above, we went through significant turnover in our executive management team. As a result, we made numerous one-time payments to previous executive officers pursuant to their employment agreements, and in addition, we repurchased outstanding equity of SCIC from these former employees. The amounts paid in this regard are detailed under the caption “Departure of Certain Executive Officers in 2006” below.

2007 Discussion and Analysis: As noted above, commensurate with the change in control of our board of directors, there have been significant changes that have occurred during the first quarter of 2007 with regard to executive compensation. These changes were recommended by our newly-formed compensation committee, and approved by our board of directors with the intent to (i) more closely align the executive officers with the rest of the senior management employee team; (ii) bring the executive compensation structure more in line with the market; and (iii) recognize our recent financial performance and current leverage position, all while balancing the need to be able to attract new executive talent into the Company and retain the existing executive officers. The changes thus far include the following:

• Forming a compensation committee of the board of directors which, under its charter, will review and recommend to the board of directors all compensation decisions relating to our executive officers

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• Canceling the outstanding options under the plan, which were deemed to have no value and therefore no corresponding motivational purpose

• Establishing the framework for a Long Term Incentive Plan which will be designed to provide long term incentives to senior managers who have contributed materially to the success of the Company and to reward outstanding performance by such employees

• Eliminating the executives’ exclusive benefits and perquisites

• Reducing the amount of cash that is permitted to be given to the Hulseman family under the Stockholders Agreement

• Deferring the management fees that are paid to the Hulseman family and Vestar

• Eliminating the use of employment agreements for executive officers going forward

Compensation Committee Report

The Compensation Committee has reviewed the Compensation Discussion and Analysis and has discussed it with the Company’s management. Based on our review and discussion, we recommend to the board of directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Compensation Committee

Jeffrey W. Long, Chair

Kevin A. Mundt

Daniel S. O’Connell

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The following table sets forth the compensation earned by the named individual for all services rendered during the fiscal year ended December 31, 2006 in all capacities to Solo Delaware and its subsidiaries. The individuals identified in the table below are referred to as the “named executive officers” throughout this Form 10-K.

SUMMARY COMPENSATION TABLE

Name and Principal Position (1)	Year	Salary ($)	Bonus ($)		Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2)		All Other Compensation ($)(3)	Total($)
Robert L. Hulseman Chairman Emeritus	2006	1,100,000	—		—	—		96,197	1,196,197
John F. Hulseman Vice Chairman Emeritus	2006	1,100,000	—		—	—		79,707	1,179,707
Robert M. Korzenski Chief Executive Officer and President	2006	611,250	—	(4)	—	(4,000	)(5)	86,808	698,058
Thomas A. Pasqualini EVP – Operations & Supply Chain	2006	368,125	97,500		—	—		153,907	619,532
Jan Stern Reed EVP-HR, General Counsel and Secretary	2006	372,062	170,000		—	—		72,481	614,543
The following individuals are considered named executive officers of the Company for fiscal year 2006 for purposes of Item 402(a)(3) of Regulation S-K but are no longer officers or employed by the Company
Susan H. Marks Former EVP, CFO and Treasurer	2006	228,262	—			—		727,830	956,092
Anil R. Shah Former EVP - Operations	2006	82,500	—			—		625,545	708,045
Ronald L. Whaley Former President and COO	2006	273,940	—			—		3,724,416	3,998,356

⁽¹⁾ Eric A. Simonsen served as the Company’s Interim Chief Financial Officer from July 27, 2006 to January 12, 2007. Mr. Simonsen was a managing director of AlixPartners, LLC, and the Company did not directly pay him any salary or benefits.

⁽²⁾ The amounts in this column represent the change in pension value since December 31, 2005 and assume a discount rate of 5.75%

⁽³⁾ Amounts in this column consist of those items identified in the table “All Other Compensation Table” immediately following the Summary Compensation Table.

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⁽⁴⁾ Although the compensation committee recommended a bonus award for Mr. Korzenski for 2006, and the board approved this award, Mr. Korzenski declined to accept any bonus payment for 2006 in order to allocate those dollars back into the pool to the benefit of other members of the senior management employee team.

⁽⁵⁾ Mr. Korzenski is a participant in the Fonda Group Inc. Retirement Plan for Salaried Continuing Employees, a frozen plan of a former subsidiary of SF Holdings. The Company no longer makes contributions to this plan. The amount in this column is not included in the total compensation column.

ALL OTHER COMPENSATION TABLE

The following table sets forth all other compensation earned by each named executive officer for services rendered during the fiscal year ended December 31, 2006 in all capacities to Solo Delaware and its subsidiaries.

Name	Year	Perquisites and Other Personal Benefits ($)(1)		Tax Reimbursements ($)(2)	Insurance Premiums and Health Care Expenses ($)(3)	Company Contributions to Retirement and 401(k) Plans ($)	Severance Payments / Accruals ($)		Total All other Compensation ($)
Robert L. Hulseman Chairman Emeritus	2006	76,378	(4)	6,181	13,638	—			96,197
John F. Hulseman Vice Chairman Emeritus	2006	57,847	(5)	922	20,938	—			79,707
Robert M. Korzenski CEO & President	2006	43,343	(6)	21,701	14,178	7,581			86,808
Thomas A. Pasqualini EVP – Operations & Supply Chain	2006	87,343	(7)	16,826	42,157	7,581			153,907
Jan Stern Reed EVP – HR, General Counsel & Secretary	2006	36,516	(8)	11,239	17,145	7,581			72,481
The following individuals are considered named executive officers of the Company for fiscal year 2006 for purposes of Item 402(a)(3) of Regulation S-K but are no longer officers or employed by the Company
Susan H. Marks Former EVP, CFO & Treasurer	2006	33,185	(9)	7,015	12,962	7,560	667,108	(10)	727,830
Anil R. Shah Former EVP - Operations	2006	27,249	(11)	7,278	6,296	2,972	581,750	(10)	625,545
Ronald L. Whaley Former President & COO	2006	691,875	(12)	15,607	9,241	7,693	3,000,000	(10)	3,724,416

⁽¹⁾ The amounts represented below reflect the aggregate incremental cost to the Company for providing the perquisite to the named executive officer.

⁽²⁾ Tax reimbursements on income imputed to the named executive officer for payments made by the Company for life insurance premiums or annuities, excess liability insurance premiums, vacation expenses, relocation expenses and/or personal tax and accounting services.

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⁽³⁾ Represents whole life insurance, health insurance and excess liability insurance premiums, annuities and other health care expenses paid on behalf of the named executive officer.

⁽⁴⁾ Represents $22,702 for use of a Company owned vehicle and $53,676 for personal tax and accounting services paid or performed on Mr. Hulseman’s behalf by the Company.

⁽⁵⁾ For personal tax and accounting services paid or performed on Mr. Hulseman’s behalf by the Company.

⁽⁶⁾ Represents $25,000 for reimbursement of vacation expenses and $18,348 for use of a Company owned vehicle.

⁽⁷⁾ Represents $10,575 for reimbursement of vacation expenses, $61,255 for relocation expenses and $15,513 for use of a Company owned vehicle.

⁽⁸⁾ Represents $19,824 for reimbursement of vacation expenses and $16,692 for use of a Company owned vehicle.

⁽⁹⁾ Represents $17,716 for reimbursement of vacation expenses and $15,469 for use of a Company owned vehicle.

⁽¹⁰⁾ Represents amounts paid and/or accrued for the payment of severance (including accrued vacation, if any) for the terminated named executive officer pursuant to his/her employment or termination agreement. See “Departure of Certain Executive Officers in 2006,” below.

⁽¹¹⁾ Represents $12,813 for reimbursement of vacation expenses and $14,436 for use of a Company owned vehicle.

⁽¹²⁾ Represents $639,000 for forgiveness of a personal loan, $21,270 for director fees paid for services to SCC Holdings, $20,867 for reimbursement of vacation expenses which includes use of corporate jet for personal use and $10,738 for use of a Company owned vehicle.

Grants of Plan-Based Awards & Outstanding Equity Awards at Fiscal Year-End

There were no individual grants of stock options made to the named executive officers in 2006 under SCIC’s Management Investment and Incentive Compensation Plan (the “Stock Plan”). In February 2007, the Company terminated the Plan and all performance and time based options previously awarded by the Company under the plan, vested and unvested, were cancelled and terminated. The Company had no monetary obligations as a result of such termination and cancellation.

Pension Benefits Table

Mr. Korzenski is the only named executive officer who participates in any pension plan of the Company.

Name	Plan Name	Number of Years Credited Service	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Year ($)
Robert M. Korzenski Chief Executive Officer and President	Fonda Group Inc. Retirement Plan for Salaried Continuing Employees	8	106,000	0

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Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plan

The following table reflects the named executive officer who participated in the Company’s Nonqualified Deferred Compensation Plan. Since the Company does not contribute to the plan, no amounts were included as compensation in the Summary Compensation Table above.

Name	Executive Contributions in Last Fiscal Year ($)	Company Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Withdrawals / Distributions ($)	Aggregate Balance at Last Fiscal Year-End ($)
Anil R. Shah Former EVP - Operations	20,498	—	56,418	—	133,286

Director Compensation

The Company does not pay any compensation to its directors; however, it does reimburse reasonable expenses for attending board meetings.

Executive Employment Agreements

The information provided under this heading “Executive Employment Agreements,” and in the table entitled “Potential Payments Upon Termination or Change in Control” is qualified in its entirety by reference to the complete text of the executives employment agreements and amendments thereto, which are filed as Exhibit 10.11 to the Form S-4 filed on June 24, 2004 and Exhibits 10.5 and 10.8 to the Form 10-Q filed on October 16, 2006 for Robert M. Korzenski; Exhibit 10.12 to the Form S-4 filed on June 24, 2004 and Exhibit 10.6 to the Form 10-Q filed on October 16, 2006 for Tom Pasqualini, and Exhibit 99.1 to the Form 8-K filed on December 3, 2004, and Exhibits 10.4 and 10.7 to the Form 10-Q filed on October 16, 2006 for Jan Stern Reed.

SCIC and SCOC have employment agreements, as amended, with Messrs. Korzenski and Pasqualini and Ms. Reed. The agreements commenced on April 14, 2004 for Messrs. Korzenski and Pasqualini and November 30, 2004 for Ms. Reed. The agreements automatically renew for one year periods unless the executive or the Company provides the other with notice of termination at least ninety (90) days prior to its expiration. Mr. Korzenski’s and Ms. Reed’s agreements expire April 14, 2008 and Mr. Pasqualini’s agreement expires April 14, 2007. In addition to base salary (which is reviewed annually and can be increased but not decreased), each executive is eligible to receive an annual bonus equal to a percentage of annual salary of 65% based on the achievement of a target EBITDA level and paydown of specified amounts of the Company’s debt. Upon termination of employment due to death or disability, the employment agreements provide that the executive will be paid all accrued and unpaid base salary and bonus and a pro rated annual bonus for the year in which the termination occurs.

The compensation committee recommended and the board of directors approved the following annual salaries for 2007: Mr. Korzenski—$735,000, Mr. Pasqualini—$410,000 and Ms. Reed—$450,000.

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If the executive terminates his or her employment for “good reason” or SCIC terminates the executive’s employment without “cause,” as such terms are defined in the employment agreements, SCIC will pay to the executive all accrued and unpaid base salary and bonus, and a severance amount equal to the greater of (A) the amount of base salary that would have been paid over the remainder of the then current agreement term and (B) one and one-half times annual base salary for Mr. Pasqualini and two and one-half times annual base salary for Mr. Korzenski and Ms. Reed, each payable in accordance with the normal payroll practices of SCIC. Additionally, SCIC will provide the executive with continued coverage under the welfare benefit programs covering the executive at the time of termination for the above-described severance period or until the executive obtains similar coverage by a new employer

Upon termination of an employment agreement following a change-in-control, the named executive is not entitled to any additional payments or benefits beyond those described above.

Pursuant to a Transition Agreement dated December 14, 2006 and entered into among the Company, Vestar, Vestar Cup Investment, LLC, Vestar Cup Investment II, LLC, SCC Holding and SCIC (the “Transition Agreement”), on and after January 1, 2007, amounts paid to Robert L. Hulseman and John F. Hulseman are set as follows:

• Robert L. Hulseman, for his role as Chairman Emeritus, $114,000 plus any amounts less than $937,000 that SCIC pays in annual salaries and bonuses (including any severance paid in lieu of salary) to any lineal descendants of Robert L. Hulseman or their spouses;

• John F. Hulseman, for his role as Vice Chairman Emeritus, $114,000 plus any amounts less than $335,000 that SCIC pays in annual salaries and bonuses (including any severance paid in lieu of salary) to any lineal descendants of John F. Hulseman or their spouses; and

• the maximum total annual compensation paid to Robert L. Hulseman and John F. Hulseman in connection with the provisions referred to above shall not exceed $1,500,000 in the aggregate.

Departure of Certain Executive Officers in 2006

In 2006, the employment agreements of three of our named executive officers, Anil Shah, EVP – Operations; Ronald L. Whaley, President and COO; and Susan H. Marks, EVP and CFO were terminated effective April 1, 2006, April 17, 2006 and July 11, 2006 respectively. Each of them entered into agreements with SCOC and SCIC which set forth severance and a mutual release on November 2, 2006 for Mr. Shah; September 5, 2006 for Ms. Marks; and February 9, 2007 for Mr. Whaley. The following discussion of the terms and conditions of severance and other obligations under such agreements is qualified in their entirety by reference to the complete text of each executive’s separation agreement, which are filed as Exhibits 10.14, 10.15 and 10.16 to this Form 10-K.

Mr. Shah received a payment of $581,750 for severance, $26,000 for CPU’s, and $200,000 for the repurchase by SCIC of CPPS’s bought by Mr. Shah during 2004. Ms. Marks will receive a payment of $667,108 for accrued vacation and severance, $32,000 for CPU’s, and $67,000 for the repurchase by SCIC of CPPS’s bought by Ms. Marks during 2004. Mr. Whaley, under his agreement received a total payment of $3,000,000, the CPU agreement entered into by Mr. Whaley and SCIC was canceled, and $660,270 was extinguished for an outstanding principal balance owed by Mr. Whaley to SCIC for an interest-free loan and reimbursement of director fees paid by SCC Holdings. Each former executive also continues to receive coverage under the Company’s group health, vision and dental plans offered to all employees of the Company for a period of the earlier of 18 months following the executive’s date of termination or the date they are provided similar coverage by a new employer.

Compensation Committee Interlocks and Insider Participation

For the fiscal year ended December 31, 2006, the entire board of directors of the Company determined executive compensation. None of our executive officers served as a director or member of the compensation committee or other board committee performing equivalent functions of another corporation except for Mr. Long who is a member of the audit and compensation committees of Argo Tech.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

All of the Company’s outstanding capital stock is owned by its parent company, SCIC. The following table presents the beneficial ownership of SCIC’s voting stock as of March 15, 2007 by the Company’s directors and named executive officers during the fiscal year ended December 31, 2006, by the Company’s directors and executive officers as a group and by other persons that beneficially own in excess of 5% of SCIC’s voting stock. As of March 15, 2007, 10,425,100 shares of common stock of SCIC and 240,300 shares of convertible participating preferred stock (“CPPS”) of SCIC were outstanding.

All persons listed in the table below have sole voting and investment power with respect to their shares, except as indicated otherwise. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Solo Cup Company, 1700 Old Deerfield Road, Highland Park, Illinois 60035. Beneficial ownership is determined in accordance with the rules of the SEC under which, in general, persons having voting or investment power with respect

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to a security are beneficial owners of that security. Shares of capital stock issuable pursuant to options or convertible securities, to the extent those options or convertible securities are exercisable or convertible, as applicable, within 60 days as of March 15, 2007, are treated as beneficially owned and outstanding for the purpose of computing the percentage ownership of the person holding the option or convertible security, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Name of Beneficial Owner (9)	Common Stock				Convertible Participating Preferred Stock
	Shares Beneficially Owned		Percent of Class Beneficially Owned		Shares Beneficially Owned	Percent of Class Beneficially Owned		Stock Options Exercisable Within 60 Days
SCC Holding Company LLC(1)	10,425,100		100.0	%(2)	—	—		—
Vestar Capital Partners IV, L.P. and affiliates(3)	5,071,200	(4)	32.7	%(4)	240,000	99.6	%	—
Robert L. Hulseman(5)	10,425,100		100.0	%(2)	—	—		—
John F. Hulseman(5)	10,425,100		100.0	%(2)	—	—		—
Robert M. Korzenski	2,113	(4)	*		100	*		—
Thomas A. Pasqualini	2,113	(4)	*		100	*		—
Jan Stern Reed	2,113	(4)	*		100	*		—
Norman W. Alpert(3)	5,071,200	(4)	32.7	%(4)	240,000	99.6	%	—
Peter W. Calamari(3)	5,071,200	(4)	32.7	%(4)	240,000	99.6	%	—
Sheila M. Hulseman(6)	10,425,100		100.0	%(2)	—	—		—
Georgia M. Hulseman(7)	10,425,100		100.0	%(2)	—	—		—
Jeffrey W. Long(3)	5,071,200	(4)	32.7	%(4)	240,000	99.6	%	—
Stephen E. Macadam	—		—		—	—		—
Kevin A. Mundt(3)	5,071,200	(4)	32.7	%(4)	240,000	99.6	%	—
Daniel S. O’Connell(3)	5,071,200	(4)	32.7	%(4)	240,000	99.6	%	—
The following individuals are considered named executive officers of the Company for fiscal year 2006 for purposes of Item 402(a)(3) of Regulation S-K but they are no longer officers or employed by the Company
Susan H. Marks	—		—		—	—		—
Anil R. Shah	—		—		—	—		—
Ronald L. Whaley	—		—		—	—		—
All directors and executive officers as a group (13 persons) (3)(4)(5)(6)(7)	15,502,639	(8)	100.0	%	240,300	100.0	%	—

* Indicates less than 1% ownership.

⁽¹⁾ Each of Robert L. and John F. Hulseman hold 50% of the voting membership interests of SCC Holding Company LLC.

⁽²⁾ If the issued and outstanding shares of CPPS convert into shares of common stock, this percentage would decrease to approximately 67.2%.

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(3) Vestar Capital Partners IV, L.P. (“Vestar IV”) owns 216,071 shares of CPPS, Vestar Cup Investment, LLC (“Vestar I”) owns 18,929 shares of CPPS and Vestar Cup Investment II, LLC (“Vestar II”) owns 5,000 shares of CPPS. Vestar IV, is the managing member of both Vestar I and Vestar II. Vestar IV, is a Delaware limited partnership the general partner of which is Vestar Associates IV, L.P., a Delaware limited partnership. The general partner of Vestar Associates IV, L.P. is Vestar Associates Corporation IV, a Delaware corporation. The board of directors of Vestar Associates Corporation IV consists solely of Daniel S. O’Connell, who also serves as its President and Chief Executive Officer. Messrs. Alpert, Mundt and Long are managing directors of Vestar IV and Mr. Calamari is Vice President of Vestar IV. In their roles as directors and/or officers of these entities, Messrs. Alpert, Calamari, Long and Mundt may be deemed to share beneficial ownership of Vestar IV’s shares of SCIC common stock and CPPS. Each of Messrs. Alpert, Calamari, Long and Mundt disclaims beneficial ownership of those shares except to the extent of his pecuniary interest therein. The address of Vestar IV is 245 Park Avenue, 41st Floor, New York, New York 10167.

(4) Represents beneficial ownership of shares of common stock issuable upon conversion of the CPPS.

(5) Robert L. and John F. Hulseman each hold 50% of the voting membership interests of SCC Holding Company LLC and, as a result, may be deemed to beneficially own the shares of SCIC common stock held by SCC Holding Company LLC. Robert L. and John F. Hulseman each disclaims beneficial ownership of those shares except to the extent of his pecuniary interest therein.

(6) Consists of shares owned by Robert L. Hulseman, Sheila M. Hulseman’s husband, which may be deemed to be beneficially owned by her. Sheila M. Hulseman disclaims beneficial ownership of those shares except to the extent of her pecuniary interest therein.

(7) Consists of shares owned by John F. Hulseman, Georgia M. Hulseman’s husband, which may be deemed to be beneficially owned by her. Georgia M. Hulseman disclaims beneficial ownership of those shares except to the extent of her pecuniary interest therein.

(8) Includes 5,077,539 shares of common stock issuable upon conversion of the CPPS.

(9) Eric A. Simonsen served as the Company’s Interim Chief Financial Officer from July 27, 2006 to January 12, 2007. He does not hold any shares in SCIC.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Robert L. Hulseman, who is John F. Hulseman’s brother and the husband of Sheila M. Hulseman, is the Chairman Emeritus of the Company. John F. Hulseman, who is Robert L. Hulseman’s brother and the husband of Georgia S. Hulseman, is the Vice Chairman Emeritus of Solo Delaware. Robert L. and John F. Hulseman also each hold 50% of the voting membership interests of SCC Holding, which owns 67.2% of the voting stock of SCIC, the Company’s parent. In addition, Robert L., Sheila M., John F. and Georgia S. Hulseman are directors of the Company.

In connection with the SF Holdings Acquisition, SCIC and the Company entered into a management agreement with SCC Holding providing for, among other things, the payment by SCIC to SCC Holding or an affiliate or successor of SCC Holding of an annual advisory fee of $2.5 million. SCC Holding is also party to a registration rights agreement with SCIC and Vestar. In addition, SCC Holding, the Company, Vestar, and certain of our executive officers are parties to a stockholders’ agreement and the stockholder registration rights agreement with SCIC relating to, among other things, ownership of, and registration rights with respect to, voting stock in SCIC. On April 30, 2006, SCC Holding was restructured to constitute ownership interests of 9,867,626 Units of Class A Non-Voting Common Units, 57,474 Class B Voting Common Units, and 500,000 Class A Non-Voting Preferred Units (“Preferred Units”). The Preferred Units require an annual preferred return to each Preferred Unit holder in the amount of $4.30 per Unit; the Preferred Units also have a preference upon the liquidation of SCC Holding in the amount of $43.00 per Unit. The Class A and Class B Common Units are identical, except that the Class B Common Units are voting Units and Class A and Class B Common Units constitute 100% of the total Common Units in SCC Holding (“Common Units”).

Robert L. Hulseman and John F. Hulseman, as a result of their ownership of Class B Voting Common Units, each have an economic interest of .28954% of SCC Holding’s value allocable to the Common Units and .27565% of SCC Holding’s total value allocable to all Preferred and Common Units, immediately after the April 30, 2006 restructuring. Robert L. Hulseman and Sheila M. Hulseman each have an economic interest of 5.65206% of SCC Holding’s value allocable to the Common Units and 5.38098% of SCC Holding’s total value allocable to all Preferred and Common Units, immediately after the April 30, 2006 restructuring. John F. Hulseman has an economic interest of 6.42643% of SCC Holding Company allocable to the Common

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Units and 6.11821% of SCC Holding’s total value allocable to all Preferred and Common Units, immediately after the April 30, 2006 restructuring. Georgia S. Hulseman has an economic interest of 5.82190% of SCC Holding’s value allocable to the Common Units and 5.54268% of SCC Holding’s total value allocable to all Preferred and Common Units, immediately after the April 30, 2006 restructuring.

The ten children of Robert L. Hulseman and Sheila M. Hulseman, after the April 30, 2006 restructuring, each have an economic interest in SCC Holding, either directly, or indirectly as beneficiaries of Trusts, of 5% of the Preferred Units and 3.84493% of the Common Units. The six children of John F. Hulseman and Georgia S. Hulseman, after the April 30, 2006 restructuring, each have an economic interest in SCC Holding, either directly, or indirectly as beneficiaries of Trusts, of 8.33333% of the Preferred Units and 6.2367% of the Common Units.

The Company retains as consultants from time to time various children of Robert L. and Sheila M. Hulseman and of John F. and Georgia S. Hulseman. These consultants receive consulting fees from the Company and health insurance at the Company’s expense. During 2006, the Company retained as consultants six children of Robert L. and Sheila M. Hulseman and five children of John F. and Georgia S. Hulseman, paying aggregate consulting fees and benefits of approximately $241,301 in 2006 in connection with these consulting arrangements.

The Company currently employs Robert L. and Sheila M. Hulseman’s son, Paul J. Hulseman, as Senior Vice President, Wheeling facility. In this capacity, he received salary, bonus and benefits of approximately $397,016 in 2006. The Company currently employs Robert L. and Sheila M. Hulseman’s son, Thomas J. Hulseman, as a Director of International Marketing. In this capacity, he received salary, bonus and benefits of approximately $242,567 in 2006. The Company currently employs Robert L. and Sheila M. Hulseman’s son in law, Joseph P. Kovach, as a Vice President—Operations. In this capacity, he received salary, bonus and benefits of approximately $371,686 in 2006. The Company currently employs Robert L. and Sheila M. Hulseman’s son, Richard L. Hulseman, as a Vice President US Exports and Latin America. In this capacity, he received salary, bonus and benefits of approximately $287,043 in 2006. The Company currently employs John F. and Georgia S. Hulseman’s son, James R. Hulseman, as Vice President, Global Quality Initiatives. In this capacity, he received salary, bonus and benefits of approximately $367,115 in 2006. The Company currently employs John F. and Georgia S. Hulseman’s son, John D. Hulseman, as a facility manager. In this capacity, he received salary, bonus and benefits of approximately $71,777 in 2006.

During 2006, Solo Delaware performed various functions free of charge on behalf of the holders of Solo Illinois’s voting and nonvoting stock, comprising Robert L. and John F. Hulseman and their respective children, including preparation of personal income tax returns and accounting and tax return preparation for the Solo Cup Foundation. The amounts attributed to these services are included in the amounts listed as benefits in the Summary Compensation Table in Item 11. Executive Compensation.

In 2006, the Company paid $48,810 for materials and services from entities owned by members of the Hulseman family.

Pursuant to the Transition Agreement the salary paid to each Solo Family Member (as defined in the Stockholder’s Agreement) employed by the Company (other than Robert L. Hulseman and John F. Hulseman whose revised compensation is described in Item 11 of this Form 10-K under the heading “Executive Employment Agreements”) may be adjusted to be commensurate with salaries being paid to employees holding similar positions in the Company; the health benefits, life insurance benefits and reimbursement of personal expenses to be received by Solo Family Members who are employees of the Company shall in each case be commensurate with the health benefits, life insurance benefits and reimbursement being provided to executive officers of the Company from time to time; and the Solo Family Members shall be subject to the same employee policies as applied to employees of the Company holding similar positions from time to time.

On and after January 1, 2007, no amounts shall be paid and no health benefits shall be provided to Solo Family Members who have previously been compensated as consultants to the Company, and tax preparation work for Solo Family Members shall no longer be provided by the Company. However, notwithstanding the foregoing, pursuant to the Transition Agreement, health benefits continued to be provided to such persons as were covered under the existing health insurance plan as of December 14, 2006 until March 1, 2007 when they were transitioned to the Company’s health benefit plan as available to all Company employees.

In the event that any Solo Family Member is terminated by the Company with or without cause, such Solo Family Member shall be provided with severance benefits as applicable under the Company’s then existing policy, provided however, that the severance benefits shall not be for less than six months.

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Agreement, shall be provided by the Company with an automobile consistent with terms of the Company’s policies related thereto as of the date of the Transition Agreement, subject to the terms therein.

On February 27, 2004, Vestar purchased for cash $240.0 million in CPPS of SCIC. As a result of Vestar’s ownership of the CPPS, which is convertible into SCIC common stock, Vestar controls 32.7% of the voting stock of SCIC.

In connection with its $240.0 million equity investment, Vestar entered into a preferred stock purchase agreement with SCIC; a stockholders’ agreement with SCIC, Solo Cup Company, SCC Holding Company LLC and other stockholders of SCIC; a registration rights agreement with SCIC and SCC Holding Company LLC and other stockholders of SCIC; and a management agreement with SCIC and Solo Cup Company. Pursuant to the management agreement, SCIC and Solo Delaware paid Vestar in 2006 an annual advisory fee of $800,000, plus $101,438 for reimbursement of its out-of-pocket expenses. In December 2006, the Company’s First and Second Lien were amended to, among other things, provide that beginning in 2007, Vestar may not receive payment for management services unless the Company meets certain financial covenants contained in the First and Second Lien. The Company is accruing for any such management fees that are earned but not paid pursuant to the foregoing.

As provided for in the Stockholder’s Agreement and in accordance with the Transition Agreement, the size of the board of directors of the Company and SCIC increased by four members to a total of eleven directors and Vestar appointed four additional directors. Following these appointments on December 15, 2006, directors appointed by Vestar constitute a majority of each of the Company’s and SCIC’s board of directors. The directors currently appointed by Vestar are Norman W. Alpert, Peter W. Calamari, Stephen A. Macadam, Kevin A. Mundt, Daniel S. O’Connell, and Jeffrey W. Long. With the exception of Mr. Macadam, all of the Vestar director appointees are employees and equity owners of Vestar. Vestar owns CPPS representing 32.7% of the voting stock of SCIC.

On August 4, 1999, we extended an interest free loan in the amount of $1.7 million to Ronald L. Whaley, our former President and Chief Operating Officer, pursuant to his previous employment agreement. Mr. Whaley’s employment agreement provided that the loan be repaid out of the net proceeds of Mr. Whaley’s annual bonuses through August 3, 2009. Pursuant to the terms of Mr. Whaley’s termination described above in Item 11 Executive Compensation under the heading “Departure of Certain Executive Officers in 2006” the outstanding principal amount was forgiven as of February 9, 2007. As of December 31, 2006, the outstanding principal amount of the loan was $639,000. The largest outstanding principal balance of the loan during fiscal year 2006 was $639,000.

The board of directors of the Company has not yet adopted formal written policies and procedures regarding related person transactions. The related person transactions described above were not evaluated or approved pursuant to the terms of any formal policy or procedure. The Company took initial steps to evaluate a number of the related person transactions through its entry into the Transition Agreement. The board of directors intends to evaluate the adoption of written policies and procedures for identifying, reviewing and adopting related person transactions in 2007.

None of the directors of the Company are “independent” under standards established by the New York Stock Exchange.

Item 14. Principal Accounting Fees and Services.

Relationship with Independent Registered Public Accounting Firm

KPMG LLP has served as the independent registered public accounting firm for the Company since 2002. Since July 13, 2004, when the Company became a registrant, the Board of Directors has pre-approved all audit and non-audit services provided by KPMG LLP. KPMG LLP’s fees for the years ended December 31, 2006 and January 1, 2006 were as follows (in thousands):

	For the year ended December 31, 2006		For the year ended January 1, 2006
Audit Fees (1)	$	2,179	$	3,500
Audit Related Fees (2)		198		190
Tax Fees (3)		3		17
All Other Fees		—		—
Total	$	2,380	$	3,707

⁽¹⁾ Audit Fees consisted of work performed for the audit of financial statements, quarterly financial statement reviews, statutory audits, and filings with the SEC.

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⁽²⁾ Audit Related Fees consisted of services that are traditionally performed by the independent auditor, including employee benefit plan audits and due diligence related to mergers, acquisitions and other matters.

⁽³⁾ Tax Fees consisted of all services performed by the independent auditor’s tax personnel, except those related to the audit of financial statements.

The Board of Directors reviews all relationships between KPMG LLP and Solo Cup Company, including the provision of non-audit services, which may relate to the auditor’s independence. The Board of Directors’ pre-approval is required to retain KPMG LLP for any services and for the fees payable for such services.

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Part IV

Item 15. Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Report:

1. Financial Statements:

See Item 8, “Financial Statements and Supplementary Data,” beginning on page 35 of this document.

2. Financial Statement Schedules:

All schedules are omitted because of the absence of conditions under which they are required or because information called for is shown in the consolidated financial statements and notes thereto in Item 8.

3. Exhibits:

See Index of Exhibits beginning on page 104 of this document.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
By:	/s/ Kristi K. Correa
	Kristi K. Correa
	Vice President-Corporate Controller (Principal Financial and Accounting Officer and Duly Authorized Officer)

Date: March 30, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.

By:	/s/ Robert L. Hulseman	Date: March 30, 2007
	Robert L. Hulseman Chairman Emeritus
By:	/s/ Robert M. Korzenski	Date: March 30, 2007
	Robert M. Korzenski Chief Executive Officer, President and Director
By:	/s/ Kristi K. Correa	Date: March 30, 2007
	Kristi K. Correa Vice President and Corporate Controller (Principal Financial and Accounting Officer)
By:	/s/ Norman W. Alpert	Date: March 30, 2007
	Norman W. Alpert Director
By:	/s/ Peter Calamari	Date: March 30, 2007
	Peter Calamari Director
By:	/s/ Kevin A. Mundt	Date: March 30, 2007
	Kevin A. Mundt Chairman of the Board
By:	/s/ Stephen E. Macadam	Date: March 30, 2007
	Stephen E. Macadam Director
By:	/s/ Jeffrey W. Long	Date: March 30, 2007
	Jeffrey W. Long Director
By:	/s/ Daniel S. O’Connell	Date: March 30, 2007
	Daniel S. O’Connell Director

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Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act:

No annual report or proxy material has been sent to security holders of Solo Cup Company.

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INDEX OF EXHIBITS FILED WITH OR

INCORPORATED BY REFERENCE INTO

AMENDED FORM 10-K OF SOLO CUP COMPANY

FOR THE YEAR ENDED DECEMBER 31, 2006

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of December 22, 2003, by and among Solo Cup Company, Solo Acquisition Corp. and SF Holdings Group, Inc. (incorporated by reference from Exhibit 2.1 to the Form S-4 filed on June 24, 2004)
2.2	Amendment No. 1, dated as of February 27, 2004, to the Agreement and Plan of Merger, dated as of December 22, 2003, by and among Solo Cup Company, Solo Acquisition Corp. and SF Holdings Group, Inc. (incorporated by reference from Exhibit 2.2 to the Form S-4 filed on June 24, 2004)
3.1	Amended and Restated Certificate of Incorporation of Solo Cup Company, a Delaware corporation (incorporated by reference from Exhibit 3.1 to the Form S-4 filed on June 24, 2004)
3.2	Second Amended and Restated By-laws of Solo Cup Company, a Delaware corporation (incorporated by reference from Exhibit 99.1 to the Form 8-K filed on June 24, 2005)
4.1	Indenture, dated as of February 27, 2004, by and among Solo Cup Company, a Delaware corporation, certain guarantors of Solo Cup Company and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.2 to the Form S-4 filed on June 24, 2004)
4.2	Form of 8 1/2% Senior Subordinated Notes (incorporated by reference from Exhibit 4.2 to the Form S-4 filed on June 24, 2004)
4.3	First Supplemental Indenture dated as of June 18, 2004, by and among Solo Cup Company, a Delaware corporation, certain guarantors of Solo Cup Company and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.4 to the Form S-4 filed on June 24, 2004)
4.4	Certificate of Designations of Convertible Participating Preferred Stock of Solo Cup Investment Corporation (incorporated by reference from Exhibit 4.5 to the Form S-4 filed on June 24, 2004)
4.5	Certificate of Designations of Redeemable Preferred Stock of Solo Cup Investment Corporation (incorporated by reference from Exhibit 4.6 to the Form S-4 filed on June 24, 2004)
10.1	Solo Cup Investment Corporation 2004 Management Investment and Incentive Compensation Plan (incorporated by reference from Exhibit 10.1 to the Form S-4 filed on June 24, 2004)*
10.2	Amendment No. 1, dated as of December 13, 2005, to the Solo Cup Investment Corporation 2004 Management Investment and Incentive Compensation Plan (incorporated by reference from Exhibit 10.2 to the Form 10-K filed on March 30, 2006)*
10.3	Form of Solo Cup Investment Corporation Stock Option Award Agreement under the 2004 Management Investment and Incentive Compensation Plan (incorporated by reference from Exhibit 10.2 to the Form S-4 filed on June 24, 2004)*
10.4	Form of Convertible Preferred Unit Award Agreement (incorporated by reference from Exhibit 10.3 to the Form S-4 filed on June 24, 2004)*
10.5	Plan Document and Summary Plan Description for Solo Management Company Benefit Plan (incorporated by reference from Exhibit 10.4 to the Form S-4 filed on June 24, 2004)*
10.6	Employment Agreement, dated as of April 14, 2004, among Solo Cup Investment Corporation, Solo Cup Company, an Illinois corporation, and Robert M. Korzenski (incorporated by reference from Exhibit 10.11 to the Form S-4 filed on June 24, 2004)*

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10.7	Amendment No. 1, dated as of July 26, 2006, to Employment Agreement dated as of April 14, 2004, by and between Solo Cup Investment Corporation, a Delaware corporation, Solo Cup Operating Corporation, a Delaware corporation (successor by merger to Solo Cup Company, an Illinois corporation) and Robert M. Korzenski (incorporated by reference from Exhibit 10.5 to the Form 10-Q filed on October 16, 2006)*
10.8	Amendment No. 2, dated as of October 11, 2006, to Employment Agreement dated as of April 14, 2004, by and between Solo Cup Investment Corporation, a Delaware corporation, Solo Cup Operating Corporation, a Delaware corporation (successor by merger to Solo Cup Company, an Illinois corporation) and Robert M. Korzenski (incorporated by reference from Exhibit 10.8 to the Form 10-Q filed on October 16, 2006)*
10.9	Employment Agreement, dated as of April 14, 2004, among Solo Cup Investment Corporation, Solo Cup Company, an Illinois corporation, and Thomas Pasqualini (incorporated by reference from Exhibit 10.12 to the Form S-4 filed on June 24, 2004)*
10.10	Amendment No. 1 to Employment Agreement dated July 26, 2006, by and between Solo Cup Investment Corporation, a Delaware corporation, Solo Cup Operating Corporation, a Delaware corporation (successor by merger to Solo Cup Company, an Illinois corporation) and Tom Pasqualini (incorporated by reference from Exhibit 10.6 to the Form 10-Q filed on October 16, 2006)*
10.11	Employment Agreement, dated as of November 30, 2004, among Solo Cup Investment Corporation, Solo Cup Company, an Illinois corporation, and Jan Stern Reed (incorporated by reference from Exhibit 99.1 to the Form 8-K filed on December 3, 2004)*
10.12	Amendment No. 1, dated as of July 26, 2006 to Employment Agreement dated as of November 30, 2004, by and between Solo Cup Investment Corporation, a Delaware corporation, Solo Cup Operating Corporation, a Delaware corporation (successor by merger to Solo Cup Company, an Illinois corporation) and Jan Stern Reed (incorporated by reference from Exhibit 10.4 to the Form 10-Q filed on October 16, 2006)*
10.13	Amendment No. 2, dated as of October 11, 2006 to Employment Agreement dated as of November 30, 2004, by and between Solo Cup Investment Corporation, a Delaware corporation, Solo Cup Operating Corporation, a Delaware corporation (successor by merger to Solo Cup Company, an Illinois corporation) and Jan Stern Reed (incorporated by reference from Exhibit 10.7 to the Form 10-Q filed on October 16, 2006)*
10.14	Employment Termination and General Release Agreement between Solo Cup Investment Corporation, Solo Cup Operating Corporation and Susan H. Marks dated September 5, 2006*
10.15	Separation and General Release Agreement between Solo Cup Investment Corporation, Solo Cup Operating Corporation and Anil Shah dated November 2, 2006*
10.16	Settlement Agreement and General Release entered into as of February 9, 2007 by and among Ronald L. Whaley, Solo Cup Company and Solo Cup Investment Corporation*
10.17	Credit Agreement, dated as of February 27, 2004, among Solo Cup Company, a Delaware corporation, Solo Cup Investment Corporation, Bank of America, N.A., as Administrative Agent and Swing Line Lender and as an L/C Issuer, Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Book Running Managers, Citicorp North America, Inc., as Syndication Agent, Harris Trust and Savings Bank, as Documentation Agent and as an L/C Issuer, and various lending parties named therein (incorporated by reference from Exhibit 10.15 to the Form S-4 filed on June 24, 2004)

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10.18	Amendment No. 1, dated as of March 31, 2005, to the Credit Agreement, dated as of February 27, 2004, among Solo Cup Company, a Delaware corporation, Solo Cup Investment Corporation, Bank of America, N.A., as Administrative Agent and Swing Line Lender and as an L/C Issuer, Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Book Running Managers, Citicorp North America, Inc., as Syndication Agent, Harris Trust and Savings Bank, as Documentation Agent and as an L/C Issuer, and various lending parties named therein (incorporated by reference from Exhibit 99.1 to the Form 8-K filed on April 6, 2005)
10.19	Amendment No. 2, dated as of October 14, 2005, to the Credit Agreement, dated as of February 27, 2004, as amended, among Solo Cup Company, a Delaware corporation, Solo Cup Investment Corporation, Bank of America, N.A., as Administrative Agent and Swing Line Lender and as an L/C Issuer, Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Book Running Managers, Citicorp North America, Inc., as Syndication Agent, Harris Trust and Savings Bank, as Documentation Agent and as an L/C Issuer, and various lending parties named therein (incorporated by reference from Exhibit 99.1 to the Form 8-K filed on October 17, 2005)
10.20	Amendment No. 3, dated as of March 27, 2006, to the Credit Agreement, dated as of February 27, 2004, as amended, among Solo Cup Company, a Delaware corporation, Solo Cup Investment Corporation, Bank of America, N.A., as Administrative Agent and Swing Line Lender and as an L/C Issuer, Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Book Running Managers, Citicorp North America, Inc., as Syndication Agent, Harris Trust and Savings Bank, as Documentation Agent and as an L/C Issuer, and various lending parties named therein (incorporated by reference from Exhibit 10.16 to the Form 10-K filed on March 30, 2006)
10.21	Amendment No. 4, dated as of October 13, 2006, to the Credit Agreement, dated as of February 27, 2004 as amended, among Solo Cup Company, a Delaware corporation, Solo Cup Investment Corporation, Bank of America, N.A., as Administrative Agent and Swing Line Lender and as an L/C Issuer, Banc of America Securities LLC and Citigroup Global Markets, Inc., as Joint Lead Arrangers and Joint Book Running Managers, Citicorp North America, Inc., as Syndication Agent, Harris Trust and Savings Bank, as Documentation Agent and as an L/C Issuer, and various lending parties named therein (incorporated by reference from Exhibit 10.1 to the Form 10-Q filed on October 16, 2006).
10.22	Amendment No. 5, dated as of December 22, 2006, to the Credit Agreement, dated as of February 27, 2004 as amended, among Solo Cup Company, a Delaware corporation, Solo Cup Investment Corporation, Bank of America, N.A., as Administrative Agent and Swing Line Lender and as an L/C Issuer, Banc of America Securities LLC and Citigroup Global Markets, Inc., as Joint Lead Arrangers and Joint Book Running Managers, Citicorp North America, Inc., as Syndication Agent, Harris Trust and Savings Bank, as Documentation Agent and as an L/C Issuer, and various lending parties named therein (incorporated by reference from Exhibit 99.1 to the Form 8-k filed on December 29, 2006)
10.23	Second Lien Credit Agreement, dated as of March 31, 2006, among Solo Cup Company, a Delaware corporation, Solo Cup Investment Corporation, and Bank of America, N.A., as Administrative Agent, Banc of America Securities LLC, as Sole Lead Arranger and Sole Bookrunning Manager and other lending parties therein (incorporated by reference from Exhibit 99.1 to the Form 8-K filed on April 6, 2006)
10.24	Amendment No. 1 and Waiver, dated as of October 13, 2006 to Second Lien Credit Agreement, dated as of March 31, 2006, among Solo Cup Company, a Delaware corporation, Solo Cup Investment Corporation, and Bank of America, N.A., as Administrative Agent, Banc of America Securities LLC, as Sole Lead Arranger and Sole Bookrunning Manager and other lending parties therein (incorporated by reference from Exhibit 10.2 to the Form 10-Q filed on October 16, 2006)
10.25	Amendment No. 2 dated as of December 22, 2006 to the Second Lien Credit Agreement, dated as of March 31, 2006, among Solo Cup Company, a Delaware corporation, Solo Cup Investment Corporation, a Delaware corporation, the banks, financial institutions and other institutional lenders party to the Second Lien Credit Agreement from time to time (collectively, the “Lenders”), and Bank of America, N.A., as administrative agent for the Lenders (incorporated by reference from Exhibit 99.2 to the Form 8-K filed on December 29, 2006)

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10.26	Management Agreement, dated as of February 27, 2004, among Solo Cup Investment Corporation, Solo Cup Company, a Delaware corporation, and Vestar Capital Partners (incorporated by reference from Exhibit 10.16 to the Form S-4 filed on June 24, 2004)
10.27	Management Agreement, dated as of February 27, 2004, among Solo Cup Investment Corporation, Solo Cup Company, a Delaware corporation, and SCC Holding Company LLC (incorporated by reference from Exhibit 10.17 to the Form S-4 filed on June 24, 2004)
10.28	Stockholders’ Agreement, dated as of February 27, 2004, among Vestar Capital Partners IV, L.P., Vestar Cup Investment, LLC, Vestar Cup Investment II, LLC, SCC Holding Company LLC, Solo Cup Investment Corporation, Solo Cup Company, a Delaware corporation, and Ronald L. Whaley (Patrick H. Bye, Hans H. Heinsen, Robert M. Korzenski, Stephen R. LaHood, Susan H. Marks, Thomas Pasqualini, Anil R. Shah and Kathleen C. Wolf became parties to the Stockholders’ Agreement effective April 14, 2004 and Jan Stern Reed effective November 30, 2004, by executing a joinder agreement in the form of Exhibit 10.19) (incorporated by reference from Exhibit 10.18 to the Form S-4 filed on June 24, 2004)
10.29	Transition Agreement, dated December 14, 2006, among Vestar Capital Partners IV, L.P., Vestar Cup Investment, LLC, Vestar Cup Investment II, LLC, SCC Holding Company LLC, Solo Cup Investment Corporation and Solo Cup Company (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on December 15, 2006)
10.30	Form of Joinder to Stockholders’ Agreement (incorporated by reference from Exhibit 10.19 to the Form S-4 filed on June 24, 2004)
10.31	Registration Rights Agreement, dated as of February 27, 2004, between Solo Cup Investment Corporation, SCC Holding Company LLC, Vestar Capital Partners IV, L.P., Vestar Cup Investment, LLC, Vestar Cup Investment II, LLC, and Ronald L. Whaley (Patrick H. Bye, Hans H. Heinsen, Robert M. Korzenski, Stephen R. LaHood, Susan H. Marks, Thomas Pasqualini, Anil R. Shah and Kathleen C. Wolf became parties to the Stockholders’ Agreement effective April 14, 2004 and Jan Stern Reed effective November 30, 2004, by executing a joinder agreement in the form of Exhibit 10.21) (incorporated by reference from Exhibit 10.20 to the Form S-4 filed on June 24, 2004)
10.32	Form of Joinder to Registration Rights Agreement (incorporated by reference from Exhibit 10.21 to the Form S-4 filed on June 24, 2004)
10.33	Credit Agreement dated as of September 24, 2004 between Lily Cups Inc. as Borrower and GE Canada Finance Holding Company as Agent and Lender (incorporated by reference from Exhibit 4.7 to the Form 10-Q filed on November 5, 2004)
10.34	Amendment Agreement dated as of October 19, 2006 to Credit Agreement dated as of September 24, 2004 between Lily Cups Inc. as Borrower and GE Canada Finance Holding Company as Agent and Lender (incorporated by reference from Exhibit 99.1 to the Form 8-K filed on October 25, 2006)
21	List of Subsidiaries of Solo Cup Company, a Delaware corporation
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial and Accounting 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 Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Indicates a management contract or a compensatory plan or agreement.

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EX-10.14

Exhibit 10.14

September 5, 2006

Ms. Susan H. Marks

225 Fairview Avenue

Deerfield, IL 60015

Re: Employment Termination and General Release Agreement

Dear Sue,

This letter sets forth the terms of your separation from the Company.

1. You, Solo Cup Operating Corporation (the “Company”) and Solo Cup Investment Corporation (“SCIC”) acknowledge and agree that (i) your employment with the Company ceased as of July 11, 2006 (“Termination Date”), (ii) effective as of the Termination Date, you no longer held any positions as an officer or employee of the Company, SCIC or any of their respective parents, subsidiaries and affiliates, (iii) no compensation shall be paid to you in connection with the termination of your employment except as set forth in this agreement and (iv) you will not be entitled to receive an annual bonus for the 2006 fiscal year for the reason described in Exhibit A hereto.

2. The Employment Agreement entered into by you, the Company and SCIC dated as of April 14, 2004, (the “Employment Agreement”) was terminated and had no further force or effect as of the Termination Date; provided, that Sections 7.1, 7.2, 7.3 and 7.4 of the Employment Agreement shall remain in full force and effect in accordance with their terms and are incorporated herein in full by reference including any related definitions; and provided further that your post-termination rights under Section 4.2 of the Employment Agreement shall be settled by this agreement. Any amounts payable under item 3 under the heading of “other” on Exhibit A will be subject to reduction or termination as the result of your employment by another employer or self-employment.

3. Subject to your compliance with the terms of this agreement, including those incorporated by reference, and provided that you consent to the release set forth in paragraph 7 below and do not revoke such release within the time frame provided therein for such revocation, as contemplated by the terms of the Employment Agreement, you shall be entitled to receive from the Company the payments and benefits set forth in Exhibit A hereto. The specific dollar amount of such payments, the timing of such payments and all other monetary or in kind obligations of the Company and SCIC to you are set forth in Exhibit A hereto. Payment of the amounts set forth on Exhibit A shall be less all applicable federal, state and local withholding taxes and shall in no event commence prior to the Effective Date of this agreement, as defined below in paragraph 13. Your eligibility to participate in the Company’s benefit plans, programs and perquisites will terminate as of the Termination Date, except as expressly provided in Exhibit A.

4. You acknowledge and agree that you are party to the Solo Cup Investment Corporation Stock Option Award Agreement under the 2004 Management Investment and Incentive

Compensation Plan entered into by you and SCIC dated as of April 14, 2004, (the “Award Agreement”). You and SCIC hereby agree that your rights under the Award Agreement shall be as set forth under item 2 under the heading of “other” on Exhibit A. Effective as of the Effective Date, as defined below in paragraph 13, the Award Agreement shall terminate and shall thereafter be of no force or effect.

5. You acknowledge and agree that you are party to the Convertible Preferred Unit Award Agreement entered into by you and SCIC dated as of April 14, 2004, (the “CPU Agreement”). You and SCIC hereby agree that your rights under the CPU Agreement shall be as set forth under item 4 under the heading of “cash payments” on Exhibit A. Effective as of the Effective Date, as defined below in paragraph 13, the CPU Agreement shall terminate and shall thereafter be of no force and effect.

6. You acknowledge and agree that you are the current holder of 67 shares of Convertible Participating Preferred Stock of Solo Investment (“CPPS”). You further acknowledge and agree that you own no other equity interest in Solo Investment. Your 67 shares of CPPS are hereby redeemed as set forth under item 5 under the heading of “cash payments” on Exhibit A. In connection with this agreement, you agree that you are no longer a stockholder of Solo Investment and hereby agree that you no longer have any rights under the Stockholders’ Agreement by and among Solo Investment, Solo Cup Company, SCC Holding Company LLC, Vestar Capital Partners IV, L.P. and certain other parties dated as of February 27, 2004 (the “Stockholders’ Agreement”) or the Registration Rights Agreement by and among Solo Investment and certain other parties dated as of February 27, 2004 (the “Registration Rights Agreement”).

7. In consideration of the payments and benefits to be provided to you pursuant to paragraph 3 above, and as contemplated by Section 4.2 of the Employment Agreement, you voluntarily, knowingly and willingly release and forever discharge the Company, Solo Cup Company, a Delaware corporation, SCIC and any of their respective parents, subsidiaries and affiliates, at any level, together with all of their respective past and present directors, managers, officers, shareholders, partners, employees, agents, attorneys, servants and clients and each of their predecessors, successors and assigns (collectively referred to in this agreement as the “Releasees”), from any and all charges, complaints, claims, promises, agreements, obligations, damages, liabilities, controversies, causes of action and demands of any nature whatsoever, known or unknown, suspected or unsuspected, which against them, you or your executors, administrators, successors or assigns ever had, now have or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever arising to the time you sign this agreement. This release includes, but is not limited to, any rights or claims relating in any way to your employment relationship with the Company or SCIC or the termination thereof, or under any statute, including the federal Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act of 1993, and the Illinois Human Rights Act, the City of Chicago Human Rights Ordinance or the Cook County Human Rights Ordinance, each as amended, or any other federal, state or local law, regulation, ordinance, or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between you and the Company or any of the Releasees, except that the foregoing shall not preclude you from pursuing your rights to payment pursuant to this agreement or enforcing your rights under this agreement. Further, and by way of example, this waiver and release includes all claims for wrongful employment

termination or breach of contract and any other claim whatsoever, including, but not limited to, claims relating to public policy or tort claims, retaliatory discharge claims, defamation claims, intentional infliction of emotional distress claims, invasion of privacy claims, personal injury claims, claims for back pay, claims for compensatory and/or punitive damages, claims for costs and/or attorneys’ fees, claims relating to legal restrictions on the Company’s right to terminate employees or pursuant to any other claims whatsoever, arising out of or relating to your employment with and/or separation of employment from the Company and/or any other occurrence to the date of this agreement or the Employment Agreement.

8. You represent that you have not filed against the Company, the Releasees and/or their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, divisions and subsidiaries (collectively referred to in this agreement as the “Related Persons”), any complaints, charges or lawsuits arising out of your employment by the Company, or any other matter arising on or prior to the date you sign this agreement. You covenant and agree that you will not seek recovery against the Company, the Releasees or any of their respective Related Persons arising out of any of the matters set forth in paragraphs 7 or 8 of this agreement; provided, however, that this shall not limit you from commencing a proceeding for the sole purpose of enforcing your rights under this agreement.

9. You represent that you have returned or will immediately return to the Company all “Company Information,” including without limitation, mailing lists, reports, files, memoranda, records and software, credit cards, door and file keys, computer access codes or disks and instructional manuals, and other physical or personal property which you received or prepared or helped prepare in connection with your employment with the Company, and you will not retain any copies, duplicates, reproductions or excerpts thereof in any form whatsoever. The term “Company Information” as used in this agreement means (a) confidential information of the Company, including without limitation information received from third parties under confidential conditions, and (b) other technical or non-technical information, business or marketing plans, personnel or telephone directories, computer programs, procedures, technology or records, operating procedures manuals, financial information, leases, budgets, rent rolls or customer lists, pricing information, intellectual property or trade secrets, or any other proprietary information related to the business of the Company, the use or disclosure of which might reasonably be construed to be contrary to the interests of the Company or its affiliates.

10. You acknowledge that in the course of your employment with the Company you have acquired Company Information as defined above in paragraph 9. You understand and agree that such Company Information has been disclosed to you in confidence and for the use of only the Company. You acknowledge that you have no ownership right or interest in any Company Information used or developed during the course of your employment. You understand and agree that (i) you will keep such Company Information confidential at all times after your employment with the Company, and (ii) you will not make use of Company Information on your own behalf, or on behalf of any third party.

11. You agree that at all times hereafter you will not make, or cause to be made, any public statement, observation or opinion that (a) accuses or implies that the Company or any of the Releasees engaged in any wrongful, unlawful or improper conduct, whether relating to your employment with the Company or the termination thereof, the business or operations of the Company or any of the Releasees or otherwise; or (b) disparages,

impugns or in any way reflects adversely upon the business or reputation of the Company or any of the Releasees. Nothing in this paragraph 11 shall prevent you from truthfully responding in connection with governmental inquiries or as required by subpoena, court order or legal process.

12. The Company advises you to consult with an attorney of your choosing prior to signing this agreement. You understand and agree that you have the right and have been given the opportunity to review this agreement and, specifically, the release in paragraph 7, with an attorney of your choice should you so desire.

13. You have at least twenty-one (21) days to consider the terms of this agreement, although you may choose to sign this agreement and return it to the Company sooner if you so desire. Furthermore, once you have signed this agreement and returned it to the Company, you have seven (7) additional days from the date you sign it to revoke your consent, in which case this agreement shall become null and void. In order to revoke your consent, you must inform the Company by written notice addressed to Solo Cup Company, 1700 Old Deerfield Road, Highland Park, IL. 60035, Attn: General Counsel, no later than the close of business of the seventh (7^th) day following the date that you sign this agreement. If no such revocation occurs, this agreement shall become effective on the eighth (8th) day following the day you sign the agreement (referred to in this agreement as the “Effective Date”), when the right to revoke acceptance shall have expired. This agreement is of no legal force or effect, and the Company shall have no obligation to make the payments indicated in paragraph 3 above and set forth on Exhibit A, until the Effective Date.

14. The Company’s offer to you of this agreement and the payments set forth herein are not intended to, and shall not be construed as, an admission of liability by the Company or SCIC to you or of any improper conduct on the Company’s or SCIC’s part, all of which the Company and SCIC specifically deny.

15. You agree that this agreement shall remain confidential and shall not be disclosed to any person, except (a) to your immediate family and as may be required for obtaining legal or tax advice; (b) for the filing of income tax returns or required financial disclosures; or (c) as may be required by law, governmental regulations or in any proceeding to enforce this agreement. In the event of any disclosure to immediate family or a legal or tax advisor, you shall require any person receiving such information to maintain its confidentiality.

16. You represent that in executing this agreement you have not relied upon any representation or statement not set forth herein with regard to the subject matter, basis or effect of this agreement or otherwise. The terms described in this letter including Exhibit A hereto constitute the entire agreement between us relating to the subject matter hereof and may not be altered or modified in any way other than in a writing signed by you and the Company. This agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. The agreement will be governed by the law of Illinois, without reference to its choice of law rules.

If the above sets forth our agreement as you understand it and consent to it, please so signify by executing the enclosed copy of this letter and returning it to the undersigned.

SOLO CUP INVESTMENT CORPORATION
By:	/s/ Robert M. Korzenski
Name:	Robert M. Korzenski
Title:	President, CEO
SOLO CUP OPERATING CORPORATION
By:	/s/ Robert M. Korzenski
Name:	Robert M. Korzenski
Title:	President, CEO

Agreed to and Accepted:

/s/ Susan H. Marks

Dated: 9/5/06

EXHIBIT A

The items listed below are subject to the terms and conditions of this agreement.

Cash Payments:

1. Any unreimbursed business expenses properly incurred by you in accordance with Company policy prior to the Termination Date will be paid to you on the next regular Company payroll date following the Effective Date of this agreement, as defined above in paragraph 13, less all applicable federal, state and local withholding taxes and other appropriate deductions.

2. $10,108, which represents six days of vacation to which you were entitled as of the Termination Date but which remained unused as of the Termination Date, will be paid to you on the next regular Company payroll date following the Effective Date of this agreement, as defined above in paragraph 13, less all applicable federal, state and local withholding taxes and other appropriate deductions.

3. $657,000, which represents, in the aggregate, your current monthly base salary that would have been paid to you over the 18-month period following the Termination Date, will be paid to you in accordance with the attached schedule in substantially equal installments over the 9 month period following the Effective Date of this agreement, as defined above in paragraph 13, commencing in the first month following the month in which the Effective Date occurs, less all applicable federal, state and local withholding taxes and other appropriate deductions, including severance amounts already paid.

4. In full satisfaction of your rights under the Convertible Preferred Unit Agreement, $32,000, which represents $1,000 multiplied by the 32 Convertible Preferred Units credited to your account under the 2004 Plan, will be paid to you on the next regular Company payroll date following the Effective Date of this agreement, as defined above in paragraph 13, less all applicable federal, state and local withholding taxes and other appropriate deductions.

5. $67,000 which represents the agreed upon redemption price of $1,000 per share of CPPS multiplied by 67 shares of CPPS purchased by you under the Subscription Agreement entered into by you and Solo Investment dated as of April 14, 2004. Please note that no taxes will be withheld by the Company in connection with the redemption of the CPPSs and you shall be solely responsible for the payment of any such taxes.

Other:

1. There will be no unpaid amounts of salary or bonus previously accrued to your benefit as of the Termination Date. You are not eligible to earn an annual bonus for fiscal year 2006 as you are no longer employed by the Company as of the Termination Date.

2. You acknowledge and agree that, pursuant to the terms of the Award Agreement, 37,696 options were vested and remained outstanding as of the Termination Date (the “Outstanding Options”) and all other options expired unexercised as of the Termination Date. The Outstanding Options shall be subject to the terms and conditions of the Award Agreement and the 2004 Management Investment and Incentive Compensation Plan (the “2004 Plan”), including, without limitation, Section 3.9(b) of the Stockholders’ Agreement, as defined in the

2004 Plan. The parties agree that the current Fair Market Value (as defined in the Stockholders’ Agreement) of the Common Stock of the Company¹ is equal to or less than the exercise price applicable to the Outstanding Options as of the Termination Date. Accordingly, you and the Company agree that (i) the Company shall have exercised its call right under Section 3.9(b) of the Stockholders’ Agreement to purchase the Outstanding Options for a purchase price of $0.00, equal to the excess of the per share Fair Market Value of the Common Stock over the exercise price and (ii) you shall have no further rights in respect of the Outstanding Options as of the Termination Date.

3. You will continue to receive coverage under the Company’s group health, vision and dental plans until the earlier to occur of (i) the 18-month anniversary of the Termination Date or (ii) the date you are provided similar coverage by a new employer. Coverage for the period will be maintained under the Company benefit plan through COBRA, the premiums for which will be paid by the Company.

4. You will be contacted separately regarding your available options under the Company’s Profit Sharing 401(k) plan.

¹ Fair Market Value is the price, expressed in terms of cash equivalents, at which property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arms length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge and facts.

The Fair Market Value of the common stock of SCIC as of the date of this agreement is based upon an analysis using a market value approach. Information compiled by Goldman, Sachs & Company was relied upon which contains historical acquisition multiples paid by companies in similar industries. The Goldman Sachs report provides acquisition data from 1991-2005 encompassing a wide range of economic periods. The report shows 34 publicly reported transactions in the folding carton and paper based packaging industry and 33 publicly reported transactions in the rigid plastic packaging industry. In each case, the enterprise value paid was calculated as a percentage of the most recent EBITDA. The data indicates that mean enterprise value/EBITDA multiple was 7.4 times for folding carton and paper based companies and 7.5 times for rigid plastic packaging companies.

Accordingly, using a conservative multiple of 8 times (rather than 7.5 times, which is the mean acquisition multiple of comparable transactions during the last decade), the Fair Market Value of the Convertible Participating Preferred Stock of SCIC is $1,393.34 per share, and the Fair Market Value of the common stock of SCIC is $9.48 per share, which is below the exercise price for the common stock option of $47.32 per share.

EX-10.15

Exhibit 10.15

[On Solo Cup Letterhead]

November 2, 2006 Via Email

Mr. Anil Shah

309 Camelot Lane

Libertyville, IL 60048

Re: Separation and General Release Agreement

Dear Anil,

This letter sets forth the terms of your separation from the Company.

1. You, Solo Cup Operating Corporation (the “Company”) and Solo Cup investment Corporation (“SCIC”) acknowledge and agree that (i) your employment with the Company ceased as of April 1, 2006 (“Termination Date”), (ii) effective as of the Termination Date, you no longer held any positions as an officer or employee of the Company, SCIC or any of their respective parents, subsidiaries and affiliates, and (iii) no compensation shall be paid to you in connection with the termination of your employment except as set forth in this agreement.

2. The Employment Agreement entered into by you, the Company and SCIC dated as of April 14, 2004, (the “Employment Agreement”) terminated as of the Termination Date and is no longer of any force or effect, except that Sections 7.1, 7.2, 7.3 and 7.4 of the Employment Agreement shall remain in full force and effect in accordance with their terms and are incorporated herein in full by reference including any related definitions. Any amounts payable under item 3 under the heading of “other” on Exhibit A will be subject to reduction or termination as the result of your employment by another employer or self-employment.

3. Subject to your compliance with the terms of this agreement, including those incorporated by reference, and provided that you consent to the release set forth in paragraph 6 below and do not revoke such release within the time frame provided therein for such revocation, as contemplated by the terms of the Employment Agreement, you shall be entitled to receive from the Company the payments and benefits set forth in Exhibit A hereto, at the times set forth in Exhibit A. The specific dollar amount of such payments, the timing of such payments and all other monetary or in kind obligations of the Company and SCIC to you are set forth in Exhibit A hereto. Except as provided in item 3 under the heading of “cash payment and item 3 under the heading of “other” on Exhibit A, payment of the amounts set forth on Exhibit A shall be less all applicable federal, state and local withholding taxes and shall in no event commence prior to the Effective Date of this agreement, as defined below in paragraph 13. Your eligibility to participate in the Company’s benefit plans, programs and perquisites terminated as of the Termination Date, except as expressly provided in Exhibit A.

4. You acknowledge and agree that you are party to the Solo Cup Investment Corporation Stock Option Award Agreements under the 2004 Management Investment and Incentive Compensation Plan entered into by you and SCIC dated as of April 14, 2004 and dated as of March 10, 2005 (collectively, the “Award Agreements”). You and SCIC hereby agree that your rights under the Award Agreements shall be as set forth under item 2 under the heading of “other” on Exhibit A. Effective as of the Effective Date, as defined below in paragraph 13, the Award Agreements shall terminate and shall thereafter be of no force or effect.

5. You acknowledge and agree that you are party to the Convertible Preferred Unit Award Agreement entered into by you and SCIC dated as of April 14, 2004, (the “CPU Agreement”). You and SCIC hereby agree that your rights under the CPU Agreement shall be as set forth under item 3 under the heading of “other” on Exhibit A. Effective as of the Effective Date, as defined below in paragraph 13, the CPU Agreement shall terminate and shall thereafter be of no force and effect.

6. You acknowledge and agree that you are the current holder of 200 shares of Convertible Participating Preferred Stock of SCIC (“CPPS”). You further acknowledge and agree that you own no other equity interest in SCIC, other than as set forth in paragraphs 4 and 5 above. You hereby agree to sell your 200 shares of CPPS to SCIC for the amount set forth under item 3 under the heading of “cash payment” on Exhibit A. In connection with this agreement, upon payment of such amounts you agree that you are no longer a stockholder of SCIC and agree that you no longer have any rights under the Stockholders’ Agreement by and among SCIC, Solo Cup Company, a Delaware corporation, SCC Holding Company LLC, Vestar Capital Partners IV, L.P. and certain other parties dated as of February 27, 2004 (the “Stockholders’ Agreement”) or the Registration Rights Agreement by and among SCIC and certain other parties dated as of February 27, 2004 (the “Registration Rights Agreement”). Your only right shall be to receive the cash payment upon the terms set forth herein and following payment you shall not be entitled to exercise any rights as a stockholder.

Concurrently with the execution of this agreement, you shall deliver the stock certificate for the 200 shares of CPPS and a stock transfer power duly executed in blank for such CPPS which shall be held in escrow by Stahl Cowen Crowley LLC pending cash payment from SCIC in the amount set forth under item 3 under the heading of “cash payment” on Exhibit A. Upon your receipt of such cash payment, such stock certificate and stock transfer power shall be immediately and automatically released to SCIC.

7. In consideration of the payments and benefits to be provided to you pursuant to Exhibit A of this agreement, and as contemplated by Section 4.2 of the Employment Agreement, you voluntarily, knowingly and willingly release and forever discharge the Company, Solo Cup Company, a Delaware corporation, SCIC and any of their respective parents, subsidiaries and affiliates, at any level, together with all of their respective past and present directors, managers, officers, shareholders, partners,

employees, agents, attorneys, servants and clients and each of their predecessors, successors and assigns (collectively referred to in this agreement as the “Releasees”), from any and all charges, complaints, claims, promises, agreements, obligations, damages, liabilities, controversies, causes of action and demands of any nature whatsoever, known or unknown, suspected or unsuspected, which against them, you or your executors, administrators, successors or assigns ever had, now have or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever arising to the time you sign this agreement. This release includes, but is not limited to, any rights or claims relating in any way to your employment relationship with the Company or SCIC or the termination thereof, or under any statute, including the federal Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act of 1993, and the Illinois Human Rights Act, the City of Chicago Human Rights Ordinance or the Cook County Human Rights Ordinance, each as amended, or any other federal, state or local law, regulation, ordinance, or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between you and the Company or any of the Releasees, except that the foregoing shall not preclude you from pursuing your rights to payment pursuant to this agreement or enforcing your rights under this agreement. Further, and by way of example, this waiver and release includes all claims for wrongful employment termination or breach of contract and any other claim whatsoever, including, but not limited to, claims relating to public policy or tort claims, retaliatory discharge claims, defamation claims, intentional infliction of emotional distress claims, invasion of privacy claims, personal injury claims, claims for back pay, claims for compensatory and/or punitive damages, claims for costs and/or attorneys’ fees, claims relating to legal restrictions on the Company’s right to terminate employees or pursuant to any other claims whatsoever, arising out of or relating to your employment with and/or separation of employment from the Company and/or any other occurrence to the date of this agreement or the Employment Agreement.

8. You represent that you have not filed against the Company, the Releasees and/or the their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, divisions and subsidiaries (collectively referred to in this agreement as the “Related Persons”), any complaints, charges or Lawsuits arising out of your employment by the Company, , or any other matter arising on or prior to the date you sign this agreement or if you have filed any such complaint, charge or lawsuit, you agree that the same shall be voluntarily dismissed, with prejudice, no later than Effective Date. You covenant and agree that you will not seek recovery against the Company, the Releasees or any of their respective Related Persons arising out of any of the matters set forth in this or the preceding paragraph of this agreement; provided, however, that in no event shall this limit you from commencing a proceeding for the sole purpose of enforcing your rights under this agreement. The Releasees and Related Persons that are not party hereto are intended third party beneficiaries of Sections 7 and 8 of this agreement and are entitled to enforce the provisions set forth in Sections 7 and 8 of this agreement.

9. You represent that you have returned or will immediately return to the Company all “Company Information,” including without limitation, mailing lists, reports, files, memoranda, records and software, credit cards, door and file keys, computer access codes or disks and instructional manuals, and other physical or personal property which you received or prepared or helped prepare in connection with your employment with the Company, and you will not retain any copies, duplicates, reproductions or excerpts thereof in any form whatsoever. The term “Company Information” as used in this agreement means (a) confidential information of the Company, SCIC or their respective affiliates, including without limitation information received from third parties under confidential conditions, and (b) other technical or non-technical information, business or marketing plans, personnel or telephone directories, computer programs, procedures, technology or records, operating procedures manuals, financial information, leases, budgets, rent rolls or customer lists, pricing information, intellectual property or trade secrets, or any other proprietary information related to the business of the Company, SCIC or their respective affiliates, the use or disclosure of which might reasonably be construed to be contrary to the interests of the Company, SCIC or their respective affiliates.

10. You acknowledge that in the course of your employment with the Company you have acquired Company Information as defined above in paragraph 9. You understand and agree that such Company Information has been disclosed to you in confidence and for the use of only the Company. You acknowledge that you have no ownership right or interest in any Company Information used or developed during the course of your employment. You understand and agree that (i) you will keep such Company Information confidential at all times after your employment with the Company, and (ii) you will not make use of Company Information on your own behalf, or on behalf of any third party.

11. You agree that at all times hereafter you will not make, or cause to be made, any public statement, observation or opinion that (a) accuses or implies that the Company or any of the Releasees engaged in any wrongful, unlawful or improper conduct, whether relating to your employment with the Company or the termination thereof, the business or operations of the Company or any of the Releasees or otherwise; or (b) disparages, impugns or in any way reflects adversely upon the business or reputation of the Company or any of the Releasees. The Company agrees that it will not make any public statement, observation or opinion with the intention of disparaging you or in any way impugning you reputation. Nothing in this paragraph 11 shall prevent either party from truthfully responding in connection with governmental inquiries or as required by subpoena, court order or legal process.

12. The Company advises you to consult with an attorney of your choosing prior to signing this agreement. You understand and agree that you have the right and have been given the opportunity to review this agreement and, specifically, the release in paragraph 7, with an attorney of your choice should you so desire.

13. You have at least twenty-one (21) days to consider the terms of this agreement, although you may choose to sign this agreement and return it to the Company sooner if you so desire. Furthermore, once you have signed this agreement and returned it to the

Company, you have seven (7) additional days from the date you sign it to revoke your consent, in which case this agreement shall become null and void. In order to revoke your consent, you must inform the Company by written notice addressed to Solo Cup Company, 1700 Old Deerfield Road, Highland Park, IL 60035, Attn: General Counsel, no later than the close of business of the seventh (7th) day following the date that you sign this agreement. If no such revocation occurs, this agreement shall become effective on the eighth (8th) day following the day you sign the agreement (referred to in this agreement as the “Effective Date”), when the right to make acceptance shall have expired. This agreement is of no legal force or effect, and the Company shall have no obligation to make the payments indicated in paragraph 3 above and set forth on Exhibit A, until the Effective Date.

14. The Company’s offer to you of this agreement and the payments set forth herein are not intended to, and shall not be construed as, an admission of liability by the Company or SCIC or any of their respective affiliates to you or of any improper conduct on the Company’s SCIC’s or any of their respective affiliates’ part, all of which the Company and SCIC specifically deny.

15. You agree that this agreement shall remain confidential and shall not be disclosed to any person, except (a) to your immediate family and as may be required for obtaining legal or tax advice; (b) for the filing of income tax returns or required financial disclosures; or (c) as may be required by law, governmental regulations or in any proceeding to enforce this agreement. In the event of any disclosure to immediate family or a legal or tax advisor, you shall require any person receiving such information to maintain its confidentiality.

16. You represent that in executing this agreement you have not relied upon any representation or statement not set forth herein with regard to the subject matter, basis or effect of this agreement or otherwise. The terms described in this letter including Exhibit A hereto constitute the entire agreement between us relating to the subject matter hereof and may not be altered or modified in any way other than in a writing signed by you and the Company. This agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. The agreement will be governed by the law of Illinois, without reference to its choice of law rules.

If the above sets forth our agreement as you understand it and consent to it, please so signify by executing the enclosed copy of this letter and returning it to the undersigned.

SOLO CUP INVESTMENT CORPORATION
By:	/s/ Robert M. Korzenski
Name:	Robert M. Korzenski
Title:	President/CEO
SOLO CUP OPERATING CORPORATION
By:	/s/ Robert M. Korzenski
Name:	Robert M. Korzenski
Title:	President/CEO

Agreed to and Accepted:

/s/ Anil Shah
Dated:	Nov. 3rd, 2006

EXHIBIT A

The items listed below are subject to the terms and conditions of this agreement.

Cash Payments:

1. $513,000.00, to be paid in cash in a single lump-sum, on the Effective Date, provided that you have voluntarily dismissed, with prejudice, any complaint, charge or lawsuit filed by you prior to the Effective Date (and have furnished the Company with evidence of the same), less all applicable federal, state and local withholding taxes (the “Lump Sum Payment”). You acknowledge that in addition to the foregoing, you have also already been paid $68,750.00 as severance following your Termination Date. You acknowledge and agree that the payment(s) and other benefits contemplated and provided pursuant to this agreement are in full discharge of any and all liabilities and obligations to you, monetarily or with respect to severance, vacation entitlement, employee benefits or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment arrangement, policy, plan or procedure of the Company and/or any alleged understanding or arrangement between you and the Company.

2. $26,000, less all applicable federal, state and local withholding taxes, as contemplated by Section 10 of the CPU Agreement, in full satisfaction of your rights under the CPU Agreement under which 26 Convertible Preferred Units are credited to your account, to be paid as soon as a practicable following the Effective Date (A) so long as permitted (as determined by the board of directors of SCIC) by (x) the Credit Agreement dated as of February 27, 2004, as amended, among Solo Cup Company, a Delaware corporation, Solo Cup Investment Corporation, Bank of America, N.A., as Administrative Agent and Swing Line Lender and as an L/C Issuer, Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Book Running Managers, Citicorp North America, Inc., as Syndication Agent, Harris Trust and Savings Bank, as Documentation Agent and as an L/C Issuer, and various lending parties named therein (the “First Lien Credit Agreement”), (y) the Second Lien Credit Agreement, dated as of March 31, 2006, among Solo Cup Company, a Delaware corporation, Solo Cup Investment Corporation, and Bank of America, N.A., as Administrative Agent, Banc of America Securities LLC, as Sole Lead Arranger and Sole Bookrunning Manager and other lending parties therein (the “Second Lien Credit Agreement”) and (z) the Indenture, dated as of February 27, 2004, by and among Solo Cup Company, a Delaware corporation, certain guarantors of Solo Cup Company and U.S. Bank National Association, as Trustee (the “Indenture”), and (B) provided that you have voluntarily dismissed, with prejudice, any complaint, charge or lawsuit filed by you prior to the Effective Date (and have furnished the Company with evidence of the same). As of the date hereof, the Company is not in default under its First Lien Credit Agreement, Second Lien Credit Agreement or the Indenture.

3. $200,000.00, which represents the agreed redemption price of $1,000.00 per share of CPPS multiplied by 200 shares of CPPS purchased by you under the Subscription Agreement entered into by you and Solo Investment dated as of April 14, 2004, to be paid as soon a practicable following the Effective Date (A) so long as permitted (as determined by the board of directors of SCIC) by the First Lien Credit Agreement, the Second Lien Credit Agreement and the Indenture, and (B) provided that you have voluntarily dismissed, with prejudice, any complaint, charge or lawsuit filed by you prior to the Effective Date (and have furnished the Company with evidence of the same). Please note that no taxes will be withheld by the Company in connection with the redemption of the CPPSs and you shall be solely responsible for the payment of any such taxes.

Other:

1. There are no unpaid amounts of salary previously accrued to your benefit as of the Termination Date. You did not earn an annual bonus for fiscal year 2005, as the Company did not meet the reduction of indebtedness or performance criteria set forth in Article III, Section 3.3(b) of the Employment Agreement. You are not eligible to earn an annual bonus for fiscal year 2006 as you are no longer employed by the Company as of the Termination Date.

2. Pursuant to the terms of the Award Agreements, 14,136 options were vested and remained outstanding as of the Termination Date (the “Outstanding Options”) and all other options expired exercised as of the Termination Date. The Outstanding Options shall be subject to the terms and conditions of the Award Agreements and the 2004 Management Investment and Incentive Compensation Plan (the “2004 Plan”), including, without limitation, Section 3.9(b) of the Stockholders’ Agreement, as defined in the 2004 Plan. The parties agree that the current Fair Market Value (as defined in the Stockholders’ Agreement) of the Common Stock of the Company is equal to or less than the exercise price applicable to the Outstanding Options as of the Termination Date. Accordingly, you and the Company agree that (i) the Company shall have exercised its call right under Section 3.9(b) of the Stockholders’ Agreement to purchase the Outstanding Options for a purchase price of $0.00, equal to the excess of the per share Fair Market Value of the Common Stock over the exercise price and (ii) you shall have no further rights in respect of the Outstanding Options as of the Termination Date.

3. You will continue to receive coverage under the Company’s group health, vision and dental plans until the earlier to occur of (i) the 18-month anniversary of the Termination Date or (ii) the date you are provided similar coverage by a new employer. Coverage for the period will be maintained under the Company benefit plan through COBRA, the premiums for which will be paid by the Company; it being understood that after the date hereof the Company may change its group health plan insurer with respect to your COBRA coverage to the same extent such changes apply to other participants in the group health plan.

4. You will be contacted separately regarding your available options under the Company’s Profit Sharing 401(k) plan.

EX-10.16

Exhibit 10.16

SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and General Release (the “Agreement”) is entered into as of February 9, 2007 by and among Ronald L. Whaley (“Whaley”) on the one hand and Solo Cup Company and Solo Cup Investment Corporation (collectively the “Company”) on the other hand.

SECTION 1

TERMINATION DATE

The effective date of Whaley’s separation from all positions and employment with the Company and its Affiliates (as defined in subsection 6.2) is April 17, 2006 (“Termination Date”). The parties agree that as of the Termination Date, Whaley resigned from all elected positions (including all directorships) with the Company and its Affiliates. Following the Termination Date, Whaley had no authority to bind the Company or its Affiliates and shall have no such authority hence forth.

SECTION 2

PAYMENTS AND BENEFITS

Whaley’s rights to compensation, benefits, payments, and distributions from the Company and its Affiliates shall be determined exclusively in accordance with the following provisions of this Section 2.

2.1. Welfare Benefits. For a period extending from the date of this Agreement through February 28, 2007, the Company shall continue to provide the same medical, prescription, dental, and vision coverage that has been provided since the Termination Date with no premium contribution required from Whaley or his dependents. From March 1, 2007 through April 16, 2008 and with no premium contribution required from Whaley or his dependents, the Company will provide Whaley and any dependents covered prior to the Termination Date with coverage under the following welfare benefit plans of the Company applicable to senior executives, according to the terms of such benefit plans in effect as of March 1, 2007 and as summarized in the documents attached as Exhibit A hereto: medical, prescription, PPO dental, and vision (“Listed Welfare Benefit Programs”). To the extent that a covered dependent becomes ineligible for medical coverage under the terms of the benefit plan then in effect before April 16, 2008, coverage for such dependent will cease as of the time such dependent becomes ineligible. The period of coverage provided since the Termination Date will be counted toward satisfaction of the period of coverage to which Whaley is entitled under Section 4980B of the Internal Revenue Code and Section 601 of the Employee Retirement Income Security Act (sometimes referred to as “COBRA coverage”). In the event Whaley is offered similar coverage to any of the Listed Welfare Benefit Programs by an employer prior to April 16, 2008, the Company’s obligation to provide coverage to Whaley or his dependents under that welfare benefit program shall immediately terminate.

2.2. Indemnification. The provisions of Article IX of the employment agreement entered into between Whaley and the Company dated February 27, 2004 (“Employment Agreement”) shall continue to apply, notwithstanding anything contained in this Agreement.

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2.3. Stock Options. The option(s) on 113,086 shares granted to Whaley pursuant to the award agreement(s) dated February 27, 2004 under the 2004 Management Investment and Incentive Compensation Plan will be canceled without separate payment therefor, and Whaley will have no further rights with respect to such agreement(s) or option(s) or any other outstanding options, whether vested or not.

2.4. CPU Awards. The Convertible Preferred Unit Award Agreement entered into by Whaley and Solo Cup Investment Corporation dated as of April 14, 2004 will be canceled for good and valuable consideration, and Whaley will have no rights with respect to such agreement or award or any other convertible preferred unit award or convertible preferred stock.

2.5. Lump-Sum Payment. The Company shall pay Whaley within ten (10) days following the date of this Agreement, a lump-sum cash payment of $3 million ($3,000,000), less withholding for income, payroll and other taxes required in connection with this Agreement, amounting to a net lump-sum cash payment to Whaley of $2,110,455.00.

2.6. Forgiveness of Certain Amounts. The Company hereby forgives repayment by Whaley of the following amounts that are or may be due and owing to the Company and its Affiliates: (i) $639,000, which is the outstanding principal amount of the interest-free loan that was granted to Whaley pursuant to Amendment One of the Employment, Confidentiality and Non-Competition Agreement dated August 4, 1999, by and between Solo Cup Company and Whaley; and (ii) director fees in the amount of $21,270 (which represents the prorated portion of the $30,000 total payment) that Whaley was paid for services to be rendered during 2006 that were not performed.

2.7. Attorneys’ Fees, Costs and Expenses. Each of Company and Whaley shall be solely responsible for their own attorneys’ fees, expenses, and costs.

2.8. Other Payments. Except as expressly provided in the Agreement, Whaley shall be entitled to no compensation, benefits or other payments or distributions. Whaley has previously received a distribution of all earned and/or vested benefits to which Whaley was entitled following the termination of his employment under any benefit plan of the Company or under applicable law.

SECTION 3

REPRESENTATIONS AND COVENANTS

3.1. Assistance with Claims. In light of Whaley’s long association with the Company and the positions that he held with the Company and its Affiliates, Whaley may have knowledge that would be important to the Company and its Affiliates in addressing claims or disputes that may arise. Whaley agrees that he will provide reasonable assistance by sharing his knowledge with the Company and its Affiliates at their reasonable request. The Company will consult with Whaley, and make reasonable efforts to schedule such assistance so as not to materially disrupt his business and personal affairs. The Company agrees to pay Whaley a per diem in the amount of $5,600 per day spent providing assistance at the Company’s request pursuant to this provision, such amount to be pro-rated at $700 per hour for any portion of a day. In addition, the Company agrees to reimburse Whaley for all of his reasonable out-of-pocket expenses associated with such

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assistance, including travel expenses. Whaley’s obligation to provide assistance under this provision shall terminate on April 17, 2008. Nothing in this subsection 3.1 is intended to affect in any manner Whaley’s testimony at a legal proceeding in response to a lawful and properly served subpoena or to affect Whaley’s cooperation with any governmental investigation, and no per diem or other amount will be paid to Whaley in connection with such testimony or cooperation.

3.2. Restrictions. Whaley agrees he will remain subject to the restrictions of Article VIII of the Employment Agreement (which relates to confidentiality, competition, and certain other restrictions). Provided, however, that in the event that Whaley wishes to provide services to a company that would otherwise not be permitted under Article VIII of the Employment Agreement, Whaley may provide advance written notice to the Company, informing the Company as to the entity for which he proposes to perform services and the general nature of the services to be performed, and the Company may waive the application of Article VIII, which waiver may not be unreasonably withheld by the Company and which waiver will be confirmed or refused by the Company within five (5) business days of receipt of written notice from Whaley as provided for herein. Notwithstanding anything else contained in this Agreement, Whaley shall be permitted, during the time that Article VIII of the Employment Agreement remains in effect, to disclose the language of this section 3.2 in the form provided in Exhibit B to this Agreement, to a company for which he proposes to perform services.

3.3. Confidentiality of the Agreement. Whaley and the Company agree to keep the Agreement strictly confidential and not to inform any person of the Agreement or its terms except that the Company may inform Company officials with a need to know, Whaley may inform his spouse, the Company and Whaley may disclose the Agreement where required to do so by law or requested to do so by a government agency, and the Company and Whaley may inform their attorneys and accountants for purposes of complying with accounting and legal obligations. Whaley and the Company will instruct any person to whom information is permitted to be disclosed pursuant to this provision to keep such information strictly confidential. The Company agrees that, if the Company discloses the contents of the Agreement in documents filed with the SEC and regularly made available to the public, the information so disclosed shall no longer be confidential. In the event the Company has not disclosed the contents of the Agreement in documents filed with the SEC and regularly made available to the public and Whaley is asked about the terms of the Agreement or the manner of resolution of his dispute with the Company in the context of future employment, he will say only that “the matter has been resolved to the Parties’ satisfaction”.

3.4. Return of Company Property. Whaley hereby agrees that he will return to the Company one (1) laptop computer and two (2) cellular telephones that the Company or its Affiliates provided for his use while he was an employee and executive officer of the Company within five (5) business days of the date of this Agreement. Whaley hereby represents and warrants that he has returned all writings, files, data, records, correspondence, notebooks, notes and other documents and things (including any copies thereof) containing any confidential information relating to the Company or its Affiliates.

3.5. Settlement of Current Litigation. In consideration of the above-referenced payments and benefits provided to Whaley and the mutual promises contained herein, Whaley hereby

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agrees that this Agreement constitutes a final and full settlement of all claims and actions currently pending against Company by Whaley, including Whaley v. Solo Cup Investment Corp. and Solo Cup Company, Case No. 06 L 811 (filed in the Circuit Court for the Nineteenth Judicial District, Lake County, Illinois). Further, Whaley agrees to file within eight (8) days of the date of this Agreement a dismissal of his complaint in the above-referenced action. That dismissal shall be without prejudice with leave to reinstate for thirty (30) days, and shall provide that the dismissal is converted to a dismissal with prejudice in the event that the action is not reinstated by Whaley. Whaley shall be permitted to reinstate the action only in the event that the Company does not perform its obligations under Section 2.5 of this Agreement.

SECTION 4

WHALEY RELEASE AND WAIVER

4.1. Release and Waiver; Definitions. Whaley, on behalf of himself and the other Executive Releasors, releases and forever discharges the Company and the other Company Releasees from any and all Claims which Whaley now has or claims, or might hereafter have or claim (or the other Executive Releasors may have, to the extent that it is derived from a Claim which Whaley may have), against the Company Releasees based upon or arising out of any matter or thing whatsoever, occurring or arising on or before the date of this Agreement, including but not limited to, Claims arising out of or related to Whaley’s employment by the Company and its Affiliates (including, without limitation, his employment as President and Chief Operating Officer) and/or his service as a director of the Company or its Affiliates and/or Whaley’s termination or resignation from such employment or service. However, nothing in this Release and Waiver shall constitute a release of any Claims of Whaley (or other Executive Releasors) that may arise under this Agreement; or purport to release any claims which may not lawfully be released.

For purposes of this Release and Waiver, the terms set forth below shall have the following meanings:

(a) The term “Claims” shall include any and all rights, claims, demands, debts, dues, sums of money, accounts, attorneys’ fees, complaints, judgments, executions, actions and causes of action of any nature whatsoever, cognizable at law or equity (except for claims for breach of the Agreement), and Claims arising under (or alleged to have arisen under) (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) The Civil Rights Act of 1991; (iv) Section 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) The Immigration Reform Control Act, as amended; (vii) The Americans with Disabilities Act of 1990, as amended; (viii) The National Labor Relations Act, as amended; (ix) The Fair Labor Standards Act, as amended; (x) The Occupational Safety and Health Act, as amended; (xi) The Family and Medical Leave Act of 1993; (xii) any state antidiscrimination law; (xiii) any state wage and hour law; (xiv) any other local, state or federal law, regulation or ordinance; (xv) any public policy, contract, tort, or common law; or (xvi) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters.

(b) The term “Company Releasees” shall include the Company and its Affiliates.

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(c) The term “Executive Releasors” shall include Whaley and his family, heirs, executors, representatives, agents, insurers, administrators, successors, assigns, and any other person claiming through Whaley.

4.2. Conditions. The following provisions are applicable to and made a part of the Agreement and this Release and Waiver:

(a) By this Release and Waiver, the Executive Releasors do not release or waive any right or claim which they may have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, which arises after the date of execution of this Release and Waiver.

(b) In exchange for this Release and Waiver, Whaley hereby acknowledges that he has received separate consideration beyond that to which he is otherwise entitled.

(c) The Executive acknowledges that he (i) has been represented by counsel of his choosing throughout any proceedings against the Solo Cup Investment Corp. and Solo Cup Company; (ii) has carefully read the Agreement and this Release and Waiver in their entirety; (iii) understands their terms and conditions; (iv) has been advised by the Company to consult with his attorneys prior to executing the Agreement and this Release and Waiver and has done so; (v) has been offered a reasonable and sufficient time in which to decide whether to execute the Agreement; (vi) executes the Agreement free from undue influence, duress or coercion from any party; (vii) enters into the Agreement and this Release and Waiver voluntarily and of his own volition and free will; and (viii) agrees to be bound by the terms of the Agreement and this Release and Waiver.

(d) Whaley understands that he may revoke this Agreement by hand-delivering his written intention to revoke to the General Counsel of the Company within seven (7) days after he executes this Agreement.

4.3. Covenant Not to Sue. Whaley agrees and warrants that he will not commence or maintain any action on any Claim released herein, nor will he allow or authorize any such action to be brought on his behalf.

4.4. Effective Date. This Agreement (including this Release and Waiver), shall become final and binding on the eighth (8^th) day after the execution by all parties of the Agreement; provided that Whaley does not revoke his acceptance of the Agreement.

SECTION 5

COMPANY RELEASE AND WAIVER

5.1. Release and Waiver; Definitions. Except for a claim based on Whaley’s willful misconduct, a claim based on Whaley’s willful violation of a state or federal law, or a claim for a breach of this Agreement, the Company, for and on behalf of itself and the other Company Releasors, releases and forever discharges Whaley and the other Executive Releasees from any and all Claims based upon or arising out of any matter or thing whatsoever alleged to cause damage to the Company, occurring or arising on or before the date of this Agreement, including but not limited to, Claims arising out of or relating to Whaley’s employment by the Company

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and its Affiliates (including, without limitation, his employment as President and Chief Operating Officer) and/or his service as a director of the Company or its Affiliates and/or Whaley’s termination or resignation from such employment or service, and shall include, without limitation, Claims arising out of or relating to expense reimbursements to Whaley and Claims arising out of or relating to repayment of amounts forgiven in Section 2.6 of this Agreement.

For purposes of this Release and Waiver, the terms set forth below shall have the following meanings:

(a) The term “Claims” shall include any and all rights, claims, demands, debts, dues, sums of money, accounts, attorneys’ fees, complaints, judgments, executions, actions and causes of action of any nature whatsoever, cognizable at law or equity.

(b) The term “Company Releasors” shall include the Company and its Affiliates.

(c) The term “Executive Releasees” shall include Whaley and his family, heirs, executors, representatives, agents, insurers, administrators, successors, and assigns.

5.2. Covenant Not to Sue. Company agrees that it will not commence or maintain any action on any Claim released herein, nor will Company allow any such action to be brought on its behalf.

5.3. Effective Date. This Agreement (including this Release and Waiver) shall become final and binding on the eighth (8^th) day after the execution by all parties of the Agreement, provided that Whaley does not revoke his acceptance of the Agreement.

SECTION 6

MISCELLANEOUS

6.1. Amendment. This Agreement may be amended or canceled only by mutual agreement of the parties in writing without the consent of any other person. Except as otherwise specified herein, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof.

6.2. Successors and Affiliates. This Agreement shall be binding on, and inure to the benefit of, the Company and its successors and assigns and any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. For purposes of this Agreement, the term “Affiliate” means (a) any corporation, partnership, joint venture or other entity which, as of the Termination Date, owned, directly or indirectly, at least fifty percent of the voting power of all classes of stock of the Company (or any successor to the Company) entitled to vote; and (b) any corporation, partnership, joint venture or other entity in which, as of the Termination Date, at least a fifty percent voting interest was owned, directly or indirectly, by the Company, by any entity that is a successor to the Company, or by any entity that is an Affiliate by reason of clause (a) next above.

6.3. Effect of Breach. Whaley acknowledges that the Company would be irreparably injured by his violation of subsections 3.2, 3.3, 3.4, and 3.5, and he agrees that the Company and its Affiliates, in addition to any other remedies available to it for such breach or threatened breach, shall be entitled to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining Whaley from any actual or threatened breach of such subsections.

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6.4. Waiver of Breach. The waiver by either Whaley or the Company (or its Affiliates) of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either Whaley or the Company. Continuation of benefits hereunder by the Company following a breach by Whaley of any provision of this Agreement shall not preclude the Company from thereafter exercising any right that it may otherwise independently have to terminate said benefits based upon the same violation.

6.5. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, and this Agreement will be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed or modified). Provided, however, that Whaley understands and agrees that the obligations undertaken by Whaley in Sections 3.5 and Section 4 of this Agreement are material and that the Company would not have reached this Agreement without those provisions.

6.6. No Admission. Neither the Company nor Whaley admits any fault, wrongdoing, or liability. Nothing contained in this Agreement, nor any action taken in connection with this Agreement shall constitute an admission or evidence of fault, wrongdoing or liability by the Company or Whaley.

6.7. Other Agreements. Except as otherwise specifically provided in this Agreement, this instrument constitutes the entire agreement between Whaley and the Company and supersedes all prior agreements and understandings, written or oral, including, without limitation, the Employment Agreement and any other employment agreements that may have been made by and between Whaley and the Company or its predecessors or Affiliates. Except as otherwise specifically provided in this Agreement, or as independently imposed by law, as of the Termination Date, all rights, duties and obligations of both Whaley and the Company pursuant to the Employment Agreement shall terminate.

6.8. Notices. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by facsimile or prepaid overnight courier to the parties at the addresses set forth below (or such other addresses as shall be specified by the parties by like notice). Such notices, demands, claims and other communications shall be deemed given:

(a) in the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery;

(b) in the case of certified or registered U.S. mail, five days after deposit in the U.S. mail; or

(c) in the case of facsimile, the date upon which the transmitting party received confirmation of receipt by facsimile, telephone or otherwise;

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provided, however, that in no event shall any such communications be deemed to be given later than the date they are actually received. Communications that are to be delivered by the U.S. mail or by overnight service are to be delivered to the addresses set forth below:

to the Company:

Solo Cup Company

1700 Old Deerfield Road

Highland Park, IL. 60035

or to Whaley at the most recent home address shown in the records of the Company, with a copy to his counsel as follows:

Leslie A. Klein

Greenberg Traurig, LLP

77 West Wacker Drive, Suite 2500

Chicago, IL 60601

Fax: (312) 899-0345

All notices to the Company shall be directed to the attention of the General Counsel of the Company, with a copy to the Secretary of the Company. Each party, by written notice furnished to the other party, may modify the applicable delivery address, except that notice of change of address shall be effective only upon receipt.

6.9. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Illinois, without regard to the conflict of law provisions of any state. Any disputes between Whaley and the Company with respect to matters covered by the Agreement that cannot be resolved by the parties will be litigated in federal court in Illinois if the prerequisites for diversity jurisdiction are met. If the federal court does not have jurisdiction over the dispute, the controversy will be resolved through the Illinois state court system.

6.10. Presumption. This Agreement and any provisions thereof shall not be construed against Whaley or the Company due to the fact that said Agreement or provision was drafted by Whaley or the Company.

6.11. Release and Waiver is Knowing and Voluntary. Whaley intends the Release and Waiver he gives in this Agreement to be fully enforceable. To that end, Whaley confirms that (a) he has read and understood the provisions of this Agreement; (b) he has been represented by counsel of his choosing throughout the negotiation of this Agreement; (c) he finds the Agreement to be understandable or has received explanation from his counsel that has enabled him to understand the Agreement; (d) he understands that the Release and Waiver refers to rights under the Age Discrimination in Employment Act, among others; (e) this Agreement does not waive rights that arise after the date of this Agreement; (f) he has been permitted up to twenty-one (21) days to consider the terms of this Agreement and decide whether or not to enter into this Agreement; (g) he understands that he may revoke this Agreement within seven (7) days after he signs this Agreement by delivering written notice of his revocation to Marcia Goodman, Mayer, Brown, Rowe & Maw LLP, 71 S. Wacker Drive, Chicago, IL 60606 and that, unless he delivers such revocation, this Agreement will remain final and binding.

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6.12. Counterparts. This Agreement may be executed in more than one counterpart, but all of which together will constitute one and the same agreement.

Accepted and agreed to:
/s/ Ronald L. Whaley	Solo Cup Company
Ronald L. Whaley
	By:	/s/ Robert M. Korzenski
Date: 2-9-2007	Its:	CEO
	Date:	2-11-07
	Solo Cup Investment Corporation
	By:	/s/ Robert M. Korzenski
	Its:	CEO
	Date:	2-11-07

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EXHIBIT A

[Schedule of Benefits]

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EXHIBIT B

Restrictions. Whaley agrees he will remain subject to the restrictions of Article VIII of the Employment Agreement (which relates to confidentiality, competition, and certain other restrictions). Provided, however, that in the event that Whaley wishes to provide services to a company that would otherwise not be permitted under Article VIII of the Employment Agreement, Whaley may provide advance written notice to the Company, informing the Company as to the entity for which he proposes to perform services and the general nature of the services to be performed, and the Company may waive the application of Article VIII, which waiver may not be unreasonably withheld by the Company and which waiver will be confirmed or refused by the Company within five (5) business days of receipt of written notice from Whaley as provided for herein. Notwithstanding anything else contained in this Agreement, Whaley shall be permitted, during the time that Article VIII of the Employment Agreement remains in effect, to disclose the language of this section 3.2 in the form provided in Exhibit B to this Agreement, to a company for which he proposes to perform services.

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EX-21

Exhibit 21

SUBSIDIARIES OF SOLO CUP COMPANY

The following is a list of subsidiaries of Solo Cup Company, a Delaware corporation as of December 31, 2006.

Name or Organization	State or Country of Incorporation
SF Holdings Group, Inc.	Delaware
CEGI (Hong Kong) Limited	Hong Kong
Solo Cup Operating Corporation	Delaware
Solo Manufacturing LLC	Delaware
S Credit Corporation	Illinois
P.R. Solo Cup, Inc.	Illinois
Yugen Kaisha Solo Cup Asia Pacific	Japan
Solo Cup Japan Co., Ltd.	Japan
Solo Cup Panama, S.A.	Panama
SC Management de Mexico, S. de R. L. de C.V.	Mexico
Solo Cup (Australia) Pty Ltd	Australia
Solo Cup UK Limited	England and Wales
Insulpak Holdings Limited	England and Wales
Solo Cup Europe Limited	England and Wales
Lily-Canada Holding Corporation	Delaware
Solo Cup Canada Inc.	Canada
Solo Cup Mexico, S.A. de C.V.	Mexico
Global Cup, S.A. de C.V.	Mexico

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Robert M. Korzenski, certify that:

1. I have reviewed this annual report on Form 10-K of Solo Cup Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 30, 2007

By:     /s/ Robert M. Korzenski                              

Robert M. Korzenski

Chief Executive Officer, President and Director

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Kristi K. Correa, certify that:

1. I have reviewed this annual report on Form 10-K of Solo Cup Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 30, 2007

By:	/s/ Kristi K. Correa
Kristi K. Correa Vice President—Controller (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Solo Cup Company (the “Company”) on Form 10-K for the year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert M. Korzenski, as Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert M. Korzenski

Robert M. Korzenski

Chief Executive Officer

March 30, 2007

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Solo Cup Company (the “Company”) on Form 10-K for the year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kristi K. Correa, as Vice President – Controller of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kristi K. Correa

Kristi K. Correa

Vice President—Controller

March 30, 2007