-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ut99D/jXtieRSlJfaz5D+P6dCQs4J9yuBTdNuH53xLXp+CrHq+r9HK0YvIo9OPt2 4ck0LC+QQlNgnRTpa3V+SQ== 0000950144-04-009726.txt : 20041015 0000950144-04-009726.hdr.sgml : 20041015 20041014181929 ACCESSION NUMBER: 0000950144-04-009726 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20041014 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041015 DATE AS OF CHANGE: 20041014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SONOCO PRODUCTS CO CENTRAL INDEX KEY: 0000091767 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 570248420 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00516 FILM NUMBER: 041079648 BUSINESS ADDRESS: STREET 1: NORTH SECOND ST STREET 2: P O BOX 160 CITY: HARTSVILLE STATE: SC ZIP: 29551-0160 BUSINESS PHONE: 8033837000 MAIL ADDRESS: STREET 1: N. SECOND STREET CITY: HARTSVILLE STATE: SC ZIP: 29550 8-K 1 g91150e8vk.htm SONOCO PRODUCTS COMPANY SONOCO PRODUCTS COMPANY
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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


Date of Report (Date of earliest event reported): October 14, 2004

SONOCO PRODUCTS COMPANY


Commission File No. 0-516

     
Incorporated under the laws   I.R.S. Employer Identification
of South Carolina   No. 57-0248420

One North Second Street
Post Office Box 160
Hartsville, South Carolina 29551-0160
Telephone: 843-383-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     
[  ]
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
   
[  ]
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
   
[  ]
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
   
[  ]
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 

Section 8 – Other Events.

               Item 8.01 Other Events

At the request of the staff of the SEC and in conjunction with its acquisition of CorrFlex Graphics, LLC (“CorrFlex”), Sonoco has reviewed the appropriateness of disclosures about its reportable segments in accordance with Statement of Financial Accounting Standards No. 131, ‘Disclosures about Segments of an Enterprise and Related Information’ (FAS 131). As a result of this review, the Company will revise its reportable segments on a prospective basis beginning with the third quarter of 2004. We plan to file with the SEC a registration statement on Form S-4 to register notes to exchange for unregistered notes that were privately placed in June of 2004. In conjunction with that filing, we have updated our financial statements to reflect the changes in our segment reporting in this current report on Form 8-K.

In Sonoco’s Annual Report on Form 10-K for the year ended December 31, 2003 and Quarterly Reports on Form 10-Q for the quarters ended March 28, 2004 and June 27, 2004, the Company reported its results in two segments, Industrial Packaging and Consumer Packaging. Going forward, the Company will report results in three segments, Engineered Carriers and Paper, Consumer Packaging and Packaging Services. Sonoco will report certain smaller operations as All Other Sonoco.

Certain businesses previously reported in the Industrial Packaging reportable segment have been reclassified as components of All Other Sonoco. These businesses include: molded plastics; wire and cable reels; adhesives; machinery manufacturing; and protective packaging. Upon the removal of these businesses from the Industrial Packaging reportable segment, the remaining operating segments are those specifically related to the production of engineered carriers and paper, and therefore, the name of this reportable segment has been changed to Engineered Carriers and Paper.

The Company’s specialty paperboard business, which was previously a component of the Consumer Packaging reportable segment, has been reclassified as a component of All Other Sonoco. In conjunction with the acquisition of CorrFlex in May 2004, the Company’s existing packaging services operations, which were previously included in the Consumer Packaging reportable segment, were combined with those of CorrFlex, which resulted in a newly created reportable segment, Packaging Services. The remaining businesses in the Consumer Packaging reportable segment include: rigid paper and plastics; closures; and flexible packaging.

The Company’s High Density Film business was divested in December 2003, and accordingly, the results of this business have been reclassified as discontinued operations. Historical information related to identifiable assets for this business was previously included in the Consumer Packaging reportable segment but has been reclassified as All Other Sonoco.

Changes to Previously Filed Reports

The information presented below is intended to reflect the information related to reportable segments that would have been reported in the referenced reports at the time of the filing of such reports if the Company had been using the revised reportable segments described above. The information does not reflect events or other changes occurring after the dates of the filing of the respective reports.

2


 

Annual Report on Form 10-K for the year ended December 31, 2003

    The Company has updated certain notes, which contain segment specific information, in its Consolidated Financial Statements as of December 31, 2003 and 2002 and for the years ended December 31, 2003, 2002 and 2001. These financial statements are provided in Exhibit 99.1. All of the changes relate solely to the presentation of segment specific disclosures on a basis consistent with the revised reporting structure and had no impact on the consolidated balance sheets, statements of income, statements of changes in shareholders’ equity or statements of cash flows.
 
    The following notes were updated to reflect the revised segment structure:

     
Note 2 –
  Acquisitions/Dispositions/Joint Ventures
Note 3 –
  Restructuring Programs
Note 8 –
  Goodwill and Intangible Assets
Note 17 –
  Financial Reporting for Business Segments

    The Company has also revised the following sections of Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of its Annual Report on Form 10-K for the year ended December 31, 2003 to reflect the changes in the Company’s segment disclosures:

              Restructuring Charges, One-time Items and Other Activities

  Restructuring Charges
 
  Acquisitions

              Results of Operations 2003 versus 2002

  Operating Revenue
 
  Operating Profits
 
  Operating Segments

    The sections of Item 7 that have been revised are set forth below.
 
    Restructuring Charges, One-time Items and Other Activities
 
         Restructuring Charges
 
    During 2003, the Company recognized restructuring charges, net of adjustments, of $50.1 million ($35.3 million after tax), primarily related to six plant closings in the Engineered Carriers and Paper segment, three plant closings in the Consumer Packaging segment, three plant closings in All Other Sonoco and a global reduction in salaried positions. These restructuring charges consisted of severance and termination benefits of $37.7 million, asset impairment charges of $8.4 million and other exit costs of $4 million, consisting of building lease termination charges and other miscellaneous exit costs. These costs are associated with the Company’s general plans, announced in August 2003, to reduce its overall cost structure by $54 million pretax. Since August, the Company has announced specific plans that are expected to result in annualized savings of approximately $48 million pretax, of which $6 million had been realized by December 31, 2003. The Company expects to recognize an additional cost of approximately $16 million pretax in the future associated with these 2003 actions. The objectives of these restructuring actions are to realign and centralize a number of staff functions and eliminate excess plant capacity. As part of the target to reduce its cost structure by $54 million, the Company expects to identify, in 2004, an additional five to ten plant closings that are expected to result in additional savings of approximately $6 million pretax in annualized fixed cost reductions. Restructuring charges associated with these 2004 actions cannot be estimated at this time. With the exception of ongoing pension subsidies and certain building lease termination expenses, costs associated with the 2003 restructuring actions are expected to be paid by the end of the fourth quarter 2004 using cash generated from operations.

3


 

    In connection with the Company’s restructuring actions, asset impairment charges of $8.4 million were recognized during 2003 related to the writeoff/down of assets associated with four plant closings. Impaired assets were written down to the lower of carrying amount or fair value, less estimated costs to sell, if applicable. Of the $8.4 million, the Company recognized writeoffs/downs of impaired equipment of $7 million and writeoffs/downs related to facilities held for sale of $1.4 million.
 
    During 2003, the Company also recorded restructuring charges of $1.5 million related to minority interest in subsidiaries and other miscellaneous charges. The restructuring charges are included in “Equity in earnings (loss) of affiliates/minority interest in subsidiaries” in the Company’s Consolidated Statements of Income.
 
    During 2002, the Company recognized restructuring charges, net of adjustments, of $10.4 million pretax ($6.7 million after tax). Additionally, the Company’s High Density Film business, which was divested in 2003, incurred restructuring charges of $2.2 million pretax ($1.4 million after tax) in 2002. The 2002 restructuring charges were primarily related to three plant closings in the United States in the Consumer Packaging segment, one plant closing in the United States in the Engineered Carriers and Paper segment, one plant closing in All Other Sonoco, and severance costs associated with plant consolidations in Europe and. The restructuring charges consisted of severance and termination benefits of $10.5 million, asset impairment charges of $.4 million and other exit costs of $1.7 million, consisting of building lease termination charges and other miscellaneous costs.
 
    During 2001, the Company recognized restructuring charges of $51.4 million pretax ($35.2 million after tax) as a result of two restructuring plans announced during the year. Additionally, the Company’s High Density Film business, which was divested in 2003, incurred restructuring charges of $2.2 million pretax ($1.4 million after tax) in 2001. The total restructuring charges associated with these plans consisted of severance and termination benefits of $27.3 million, asset impairment charges of $16.9 million and other exit costs of $9.4 million, consisting of building lease termination expenses of $7.7 million and other miscellaneous exit costs of $1.7 million.
 
    The asset impairment charges were related to the writeoff/down of assets associated with 13 plant closings and nine plant locations identified for other restructuring actions. Impaired assets were written down to the lower of carrying amount or fair value, less estimated costs to sell, if applicable. Of the $16.9 million, the Company recognized writeoffs/downs of impaired facilities and equipment of $15.7 million and writeoffs/downs related to facilities and equipment held for disposal of $1.2 million.
 
    During 2001, affiliates accounted for under the equity method of accounting recorded restructuring charges of $10 million pretax ($6.6 million after tax). These charges included the closing of two plants and other miscellaneous restructuring activities. The affiliate restructuring charges are included in “Equity in earnings (loss) of affiliates/minority interest in subsidiaries” in the Company’s Consolidated Statements of Income.
 
         Acquisitions
 
    The Company completed four acquisitions during 2003, with an aggregate cost of approximately $11.1 million. Acquisitions in the Company’s Engineered Carriers and Paper segment included an engineered carriers manufacturer in Australia and a recovered paper operation in Savannah, Ga. The Company also acquired certain assets of a wooden reel manufacturer in Canada and the United States, which are classified as components of All Other Sonoco. In addition, the Company increased its ownership interest in a manufacturer of rotogravure cylinders in Charlotte, N.C., that is included in the Company’s Consumer Packaging segment. Pro forma information is not provided for 2003 acquisitions as the impact to the Company was not material.

4


 

    During the second quarter of 2002, the Company purchased a small paper recycling operation in Kansas City, Mo., and Topeka, Kan. and a small recovered paper trucking operation in Manhattan, Kan. in its Engineered Carriers and Paper segment. In addition, during the fourth quarter of 2002, the Company completed the purchase of Texas Reel Company’s plywood reel operations in Sherman, Texas, and Coonrod Reel Company’s nailed wooden reel operations in Bonham, Texas. The purchases, which included equipment, inventory and intangible assets, were classified as components of All Other Sonoco. The aggregate cost of all 2002 acquisitions was approximately $8.5 million.
 
    During 2001, the Company made several acquisitions with an aggregate cost of approximately $273 million. Those in the Company’s Engineered Carriers and Paper segment included U.S. Paper Mills Corp., a lightweight paperboard and tube operation with operations in DePere, Wis., and Menasha, Wis.; a paper-based textile tube converting facility in Kaiping, China; a unit of Smurfit UK Limited, a paper-based core and tube operation in the United Kingdom; a paper mill in Hutchinson, Kan.; a paper-based core and tube facility in Sint-Denijs, Belgium; and, an engineered carriers operation in Cartersville, Ga. In 2001 the Company acquired Phoenix Packaging Corporation, a steel easy-open closure operation in North Canton, Ohio, which was included in the Consumer Packaging segment. In 2001, the Company also acquired Hayes Manufacturing Group, Inc., a manufacturer of paper-based tubes, cores and composite cans headquartered in Neenah, Wis. Approximately 80% of this operation is included in the Engineered Carriers and Paper segment and 20% in the Consumer Packaging segment.
 
    In addition, during 2001, the Company purchased assets of a packaging services operation in Hemel Hempstead, England, U.K., which was included in the Packaging Services segment, and acquired Cumberland Wood Products, Inc., a plywood reel operation in Helenwood, Tenn., which was classified as a component of All Other Sonoco.
 
    Results of Operations 2003 versus 2002
 
         Operating Revenue
 
    Consolidated net sales for 2003 were $2.76 billion, versus $2.7 billion in 2002, an increase of approximately $57 million.
 
    The components of the sales change were:

         
($ in millions)
       
Decrease in volume
  $ (32 )
Selling price
    14  
Currency exchange rate
    68  
Other
    7  
 
   
 
 
Total sales increase
  $ 57  
 
   
 
 

    Sales for the year were higher than 2002 primarily as a result of favorable exchange rates as the dollar weakened against foreign currencies and higher average selling prices, mainly attributed to the Company’s engineered carriers and paper operations. Company-wide volume was approximately 1% lower than 2002. Domestic sales were $1.86 billion, down 1% from 2002 and international sales were $899 million, up 9% over 2002 due primarily to the impact of foreign exchange.

5


 

         Operating Profits
    Consolidated operating profits, which represent “Income before income taxes” on the Consolidated Statements of Income for 2003 and 2002, are comprised of the following:

                         
($ in millions)
  2003
  2002
  % Change
Engineered Carriers and Paper
  $ 103.0     $ 127.9       (19 )%
Consumer Packaging
    78.7       86.8       (9 )%
Packaging Services
    7.9       6.2       27 %
All Other Sonoco
    19.0       25.2       (25 )%
Restructuring/Impairment charges
    (50.1 )     (10.4 )     (100 )%
Interest expense, net
    (50.2 )     (52.6 )     4 %
 
   
 
     
 
     
 
 
Consolidated operating profit
  $ 108.3     $ 183.1       (41 )%
 
   
 
     
 
     
 
 

    Operating profits for 2003 were adversely impacted by lower volume and mix of approximately $24 million and a negative price/cost relationship of approximately $9 million, primarily associated with higher costs for old corrugated containers (OCC), the Company’s primary raw material, and higher raw material costs in the Company’s rigid paper and plastic packaging operations. The Company was impacted by operating issues in the flexible packaging business due to new equipment start-up issues and additional costs associated with the closing of one flexible packaging plant and the resulting transfer of these operations to other Sonoco facilities. In addition, the Company continued to experience pricing pressure reflecting growing global competition and industry overcapacity. Higher pension and postretirement expenses of approximately $28 million and higher energy costs of approximately $12 million were partially offset by approximately $42 million of lower fixed costs and the results of ongoing productivity initiatives. Gross profit as a percentage of net sales was 18.1% in 2003, compared with 19.3% in 2002. As previously discussed, operating profits included $50.1 million and $10.4 million of restructuring charges in 2003 and 2002, respectively.
 
    Selling, general and administrative expenses as a percentage of sales remained flat with 2002 at approximately 10% of sales. In 2003, the Company continued to focus on controlling fixed cost spending. This focus was supported by the Company’s restructuring actions during the year.
 
    Investment returns earned on assets held by the Company’s benefit plans are used to lower the Company’s cost of providing pension and postretirement benefits. During 2003, the Company experienced higher year-over-year expense of approximately $28 million pretax, primarily related to the impact of stock market performance on investment earnings of assets in U.S. pension and postretirement plans during 2002. The market value of U.S. benefit plan assets increased approximately 26% in 2003, compared with a decline of approximately 9% in 2002. There were no requirements under ERISA to fund the plan. The Company revised its 2004 pension and postretirement benefit plan assumptions for asset rate of return to 8.5% from 8.75% in 2003. The Company expects a slight incremental decrease in pension and postretirement expenses in 2004.
 
    On December 8, 2003, President Bush signed into law the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“the Act”). The Act expands Medicare, primarily by adding a prescription drug benefit for Medicare-eligibles starting in 2006. The Act provides employers currently sponsoring prescription drug programs for Medicare-eligibles with a range of options for coordinating with the new government-sponsored program to potentially reduce program cost. These options include supplementing the government program on a secondary payor basis or accepting a direct subsidy from the government to support a portion of the cost of the employer’s program. In the months ahead, the Company intends to review its retiree healthcare strategy in light of the Act. The Company will most likely amend its retiree health program to coordinate with the new Medicare prescription drug program or to receive the direct subsidy from the government. As a result, the Company anticipates that its retiree health obligations and costs could be reduced once those amendments are adopted and/or the government subsidies are considered.

6


 

    Research and development costs charged to expense were $14.2 million and $13 million in 2003 and 2002, respectively. Significant projects in the Engineered Carriers and Paper segment included efforts to design new products for the construction industry and to enhance performance characteristics of the Company’s engineered carriers in the textile, film and paper packaging areas, as well as projects aimed at productivity enhancements. The Consumer Packaging segment continues to invest in new materials technology and new process technology in support of flexible and rigid packaging options. Research and development expenditures are expected to increase in 2004.
 
    Net interest expense decreased $2.4 million over 2002. The decrease was primarily driven by lower debt levels and associated interest rates, the payoff of approximately $100 million in 5.875% bonds and swapping certain fixed rate debt for floating rates discussed under the Risk Management section of Management’s Discussion and Analysis.
 
    The effective tax rate for continuing operations in 2003 was 34.8%, compared with 35.5% in 2002. The lower effective tax rate was primarily due to tax benefits relating to restructuring charges in higher tax rate jurisdictions.
 
    Various regulatory tax authorities, including the IRS, routinely examine the Company’s income tax returns. In connection with such examinations, tax authorities often raise issues and propose tax deficiencies. Amounts that management has assessed as probable and estimable have been accrued through the income tax provisions. The Company has resolved all issues with the IRS for all years through 1998. The Company is currently under examination for the tax years 1999 through 2001. It is possible that the settlement of this examination, which is expected to occur within one year, could result in a favorable adjustment as compared to the amount accrued. For additional discussion of income taxes see Note 14 to the Consolidated Financial Statements.
 
    Net income (including discontinued operations) for 2003 was $138.9 million, versus $135.3 million in 2002. Income from continuing operations for 2003 was $78.2 million, compared with $125.5 million in 2002. Net income included restructuring charges of $50.1 million ($36.8 million after tax), compared with restructuring charges of $12.6 million ($8.1 million after tax) in 2002. Earnings per diluted share in 2003 included a net gain on the sale of assets of $.51 per share and restructuring charges of $.38 per share, compared with restructuring charges of $.08 per share in 2002. Although foreign exchange rates had an impact on sales, they did not have a significant impact on earnings in 2003.
 
         Operating Segments
 
    Sonoco reports results in three segments, Engineered Carriers and Paper, Consumer Packaging and Packaging Services. All Other Sonoco represents the activities and businesses of the Company’s consolidated subsidiaries that do not meet the aggregation criteria outlined in Statement of Financial Accounting Standards No. 131, ‘Disclosures about Segments of an Enterprise and Related Information’ (FAS 131) and therefore cannot be combined with other operating segments into a reportable segment. International results are reflected in the appropriate segment based on the products produced. Operating profit is defined as revenue less operating costs, with all corporate costs (excluding interest and income taxes) allocated to the three segments and All Other Sonoco. Previously described restructuring charges are included in Corporate operating profit and, accordingly, are excluded from the segments’ operating profits. Restructuring charges associated with the Engineered Carriers and Paper segment totaled $31.4 million, mainly attributed to the closing of six plant locations and a global reduction in salaried positions; restructuring charges associated with the Consumer Packaging segment of $9.5 million were primarily

7


 

    associated with three plant closings in the United States and a global reduction in salaried positions; restructuring charges associated with the Packaging Services segment of $0.3 million were primarily associated with a global reduction in salaried positions; restructuring charges associated with All Other Sonoco of $1.8 million were primarily associated with three plant closings and a global reduction in salaried positions and Corporate restructuring costs of approximately $7.0 million were associated with a reduction in salaried positions. For addition discussion of operating segments, see Note 17 to the Consolidated Financial Statements.
 
    Engineered Carriers and Paper Segment – This segment represented approximately 46% of the Company’s net sales in 2003 and includes the following products: high-performance paper and composite engineered carriers; paperboard; and, fiber-based construction tubes and forms.
 
    Results for this segment are presented below:

                         
($ in millions)
  2003
  2002
  % Change
Trade sales
  $ 1,259.8     $ 1,206.4       4 %
Operating profit
    103.0       127.9       (19 )%
Capital spending
    48.6       54.9       (11 )%
 
   
 
     
 
     
 
 

    The higher sales, compared with 2002, were due primarily to favorable exchange rates as the dollar weakened against foreign currencies and higher average selling prices. This increase in revenue was partially offset by lower volume, which declined less than 1% compared with 2002. Domestic sales were up $33.2 million or 4% and international sales were up $20.3 million, or 4%.
 
    Earnings in this segment were adversely impacted by lower volumes and mix issues along with a negative price/cost relationship, primarily associated with higher costs for OCC. Additionally, higher pension and postretirement expenses and general inflation, particularly higher energy costs, were only partially offset by lower fixed costs and productivity initiatives.
 
    Significant capital spending included the rebuilding of several paper mills, primarily in the United States, Canada and Europe. Depreciation, depletion and amortization expense was $83.6 million in 2003, compared with $79.8 million in 2002.
 
    Consumer Packaging Segment — This segment represented approximately 37% of the Company’s net sales in 2003 and includes the following products: round and shaped rigid packaging, both composite and plastic; printed flexible packaging; and metal and plastic ends and closures.
 
    Results for this segment are presented below:

                         
($ in millions)
  2003
  2002
  % Change
Trade sales
  $ 1,044.4     $ 1,040.7       0 %
Operating profit
    78.7       86.8       (9 )%
Capital spending
    51.0       48.9       4 %
 
   
 
     
 
     
 
 

    The slight increase in sales was due primarily to favorable exchange rates, which resulted as the dollar weakened against foreign currencies, partially offset by lower volume, which was down approximately 2% compared with 2002. Domestic sales were $801.8 million, down 1% from 2002, and international sales were $242.6 million, up 4% from 2002 due primarily to the impact of foreign exchange.

8


 

    Lower volume had a negative impact on operating profit. This lower volume, along with higher pension and postretirement expenses and general inflation, was partially offset by productivity initiatives. Operating issues in the flexible packaging division due to new equipment start-up issues and additional costs associated with the closing of one flexible packaging plant and the resulting transfer of business to other flexible packaging plants had a negative impact on segment earnings. The price/cost relationship for the segment was slightly negative.

    Significant spending included numerous productivity enhancement and consolidation projects in the United States. The closures business invested significantly in new Brazil capacity to support increasing global demand. Depreciation, depletion and amortization expense in this segment was $52.5 million in 2003, compared with $50.0 million in 2002.
 
    Packaging Services Segment – This segment represented approximately 7% of the Company’s net sales in 2003 and provides the following services: packaging fulfillment; product handling; brand management; and supply chain management. This segment also includes the production of folding cartons.
 
    Results for this segment are presented below:

                         
($ in millions)
  2003
  2002
  % Change
Trade sales
  $ 184.6     $ 184.5       0 %
Operating profit
    7.9       6.2       27 %
Capital spending
    5.1       1.8       100 %
 
   
 
     
 
     
 
 

    Sales for the segment were flat as sales price decreases were offset by favorable exchange rates as the dollar weakened against foreign currencies. Overall, volumes were flat when compared with 2002. Domestic sales were $129.9 million, up 5% from 2002, and international sales were $54.7 million, down 10% from 2002.
 
    Earnings in this segment increased as productivity initiatives along with a slightly favorable price/cost relationship were only partially offset by increased fixed costs, including pension and postretirement expenses.
 
    Depreciation, depletion and amortization expense in this segment was $3.5 million in 2003, compared with $2.9 million in 2002.
 
    All Other Sonoco — This represented approximately 10% of the Company’s net sales in 2003 and is comprised of the activities and businesses of the Company’s consolidated subsidiaries that do not meet the aggregation criteria outlined in FAS 131 and therefore cannot be combined with other operating segments into a reportable segment. All Other Sonoco includes the following products: wooden, metal and composite reels for wire and cable packaging; molded plastics; custom designed protective packaging; adhesives; machinery manufacturing; and specialty packaging.
 
    Results for All Other Sonoco are presented below:

                         
($ in millions)
  2003
  2002
  % Change
Trade sales
  $ 269.5     $ 269.9       0 %
Operating profit
    19.0       25.2       (25 )%
Capital spending
    3.8       5.9       (36 )%
 
   
 
     
 
     
 
 

9


 

\

    Sales for All Other Sonoco were flat as favorable exchange rates, which resulted as the dollar weakened against foreign currencies, and price increases were offset by volume declines, primarily in the cable and wire reels business and molded plastics business. Domestic sales were $219.3 million, down 1% from 2002, and international sales were $50.2 million, up 5% from 2002.
 
    Earnings decreased as the impact of volume declines, along with a slightly unfavorable price/cost relationship more than offset the year-over year savings from productivity initiatives and fixed cost reductions.
 
    Depreciation, depletion and amortization expense in All Other Sonoco was $13.0 million in 2003, compared with $13.3 million in 2002.
 
    Results of Operations 2002 versus 2001
 
    Operating revenue and operating profit for 2002 and 2001 have been restated to reflect the reclassification of the Company’s High Density Film business as discontinued operations.
 
         Operating Revenue
 
    Consolidated net sales for 2002 were $2.70 billion, versus $2.46 billion in 2001, an increase of $237 million.
 
    The components of the sales change were:

         
($ in millions)
       
Increase in volume
  $ 215  
Increase in contract service revenue
    25  
Selling price
    (9 )
Other
    6  
 
   
 
 
Total sales increase
  $ 237  
 
   
 
 

    The higher sales, compared with the same period in 2001, were due primarily to increased volume, principally as a result of the seven key acquisitions made during 2001; new flexible packaging business; and, increased volumes in the engineered carriers/paper operations. These higher sales volumes were, however, partially offset by lower volume in the Company’s molded plastics operations, cable and wire reels business and composite can operations. Higher contract service revenue in the packaging services business also contributed to the increase in sales. In addition, lower average selling prices of approximately $30 million, primarily in the engineered carriers business, were partially offset by approximately $22 million in higher selling prices for recovered paper sold externally. Domestic sales were $1.9 billion, up 10% over 2001, and international sales were $.8 billion, up 9% over 2001. The impact on both sales and operating profit from foreign exchange rate movement was not significant in 2002.
 
         Operating Profits
 
    Consolidated operating profits, which represent “Income before income taxes” on the Consolidated Statements of Income for 2002 and 2001, are comprised of the following:

                         
($ in millions)
  2002
  2001
  % Change
Engineered Carriers and Paper
  $ 127.9     $ 136.5       (6 )%
Consumer Packaging
    86.8       96.9       (10 )%
Packaging Services
    6.2       6.4       (3 )%
All Other Sonoco
    25.2       31.9       (21 )%
Restructuring charges and one-time items
    (10.4 )     (51.2 )     80 %
Goodwill amortization
          (12.1 )     100 %
Interest expense, net
    (52.6 )     (48.4 )     (9 )%
 
   
 
     
 
     
 
 
Consolidated operating profit
  $ 183.1     $ 160.0       14 %
 
   
 
     
 
     
 
 

10


 

    Operating profits were impacted by higher volume driven principally by the effect of 2001 acquisitions. In addition, operating profits were impacted by lower average selling prices of approximately $30 million in engineered carriers, partially offset by higher selling prices of $22 million for recovered paper sold externally, driven by higher raw material costs for old corrugated containers (OCC). Gross profit as a percentage of net sales was 19.3% in 2002, compared with 20.7% in 2001. The decrease in 2002 was primarily related to the negative selling price/material cost relationship previously discussed.
 
    Special charges and one-time items which represent “Other expenses, net” on the Consolidated Statements of Income consist of $10.4 million of restructuring charges in 2002, and restructuring charges of $51.4 million, and net gains from legal settlements and COLI adjustments of $.2 million in 2001.
 
    Selling, general and administrative expenses as a percentage of sales remained flat with 2001, at approximately 10% of sales. In 2002, the Company continued to focus on controlling fixed cost spending. This focus was supported by the Company’s restructuring actions during the year.
 
    During 2002, the Company experienced higher year-over-year expense of approximately $23 million pretax, primarily related to the impact of stock market performance on investment earnings of assets in U.S. pension and postretirement plans. The market value of U.S. benefit plan assets declined approximately 7% in 2001 and another 9% in 2002. As a result of declines in the market performance of U.S. pension fund assets, coupled with lower interest rates, the Company elected to fund its U.S. pension plan by approximately $76 million late in the fourth quarter of 2002, leaving the plan in a slightly over-funded at year-end. The Company contributed a total of $110 million to the U.S. pension plan during 2002. As a result of declines in the market performance of foreign pension fund assets, coupled with lower interest rates, the Company was required to record an additional minimum pension liability of approximately $31 million after tax. The Company revised its 2003 pension and postretirement benefit plan assumptions for asset rate of return to 8.75% from 9.5% in 2002.
 
    Research and development costs charged to expense were $13 million and $11.9 million in 2002 and 2001, respectively. Significant projects in the Engineered Carriers and Paper segment included efforts to design new products for the construction industry and to enhance performance characteristics of the Company’s engineered carriers in the textile, film and paper packaging areas, as well as projects aimed at productivity enhancements. The Consumer Packaging segment continued to invest in new materials technology for a range of packaging options, including composite cans and other forms of shaped packaging.
 
    Net interest expense increased $4.1 million over 2001. The increase was primarily driven by higher interest rates associated with fixed rate debt securities issued in the fourth quarter of 2001, partially offset by lower average debt levels in 2002.
 
    The effective tax rate for 2002 was 35.5%, compared with 48.3% in 2001. The drop in tax rate in 2002 is mainly due to the impact of additional COLI charges and non-deductible restructuring charges in 2001. In addition, in 2002, non-deductible goodwill amortization was no longer being reported as an expense under FAS 142. The Company’s 401(k) plan participants were given the right to elect to receive cash dividends on Company stock in the plan which resulted in the tax deductibility of the related dividends paid by the Company. The examination by the IRS of the Company’s federal tax returns for the years 1996 through 1998 concluded in 2002. There was no material impact to the Company’s Consolidated Financial Statements.

11


 

    Equity in earnings (loss) of affiliates/minority interest in subsidiaries increased in 2002 to $7.4 million form $(1.2) million in 2001, primarily due to restructuring charges recorded by affiliates in 2001 of $6.6 million after tax.
 
    Net income (including discontinued operations) for 2002 was $135.3 million, versus $91.6 million in 2001. Income from continuing operations for 2002 was $125.5 million, compared with $81.5 million in 2001. Net income included restructuring charges of $12.6 million ($8 million after tax) in 2002, compared with 2001 net charges of $65.5 million ($66.1 million after tax) comprised of restructuring, net gains from legal settlements and COLI adjustments, and the effect of not amortizing goodwill. Earnings per diluted share in 2002 were $1.39 per share, compared with $.96 in 2001. Earnings per diluted share in 2002 included restructuring charges of $.08 per share, compared with net charges of $.69 per share associated with restructuring charges, COLI adjustments, net gains from legal settlements and the effect of not amortizing goodwill in 2001.
 
         Operating Segments
 
    Engineered Carriers and Paper Segment – Results for this segment are presented below:

                         
($ in millions)
  2002
  2001
  % Change
Trade sales
  $ 1,206.4     $ 1,081.8       12 %
Operating profit
    127.9       136.5       (6 )%
Capital spending
    54.9       51.4       7 %
 
   
 
     
 
     
 
 

    The higher sales, compared with 2001, were primarily due to increased volume, driven principally by the effect of 2001 acquisitions and increased volume in the engineered carriers and paper operations, partially offset by the impact of lower average selling prices. Domestic sales were up $81.3 million, or 13%, and international sales were up $43.3 million, or 9%.
 
    Earnings in this segment were impacted by a decline in the Company’s price/cost relationship, primarily associated with lower average selling prices and higher raw material costs for OCC, partially offset by external sales of recovered paper. Historically, Sonoco has fully recovered increased OCC costs through price increases, with a normal six-to-eight week delay in recovery of each increase. During this cycle, however, the weak demand and rapid decrease in OCC price caused a longer than usual recovery period. OCC costs per ton in the United States increased significantly beginning in April 2002 from $35 to a high in July of $130, and then dropped to $100 in August, to $75 in September and to $50 in December. Although the timing of OCC movements was not the same, similar trends were noted in OCC markets globally. To recover higher OCC costs, the Company implemented price increases in the second and third quarters of 2002 in paperboard and converted products (tubes and cores) in the United States, Canada and Europe. However, as a result of the rapid decline of OCC prices and the competitive market environment, the Company was only able to implement one engineered carriers price increase during the cycle. This price increase was sufficient to cover the increase in OCC costs in late 2002, compared with OCC costs in late 2001.
 
    Earnings were positively impacted by higher volume in engineered carriers, principally as a result of acquisitions completed in 2001 and ongoing productivity initiatives that resulted in reduced costs. Offsetting this, pension and postretirement expense was significantly higher in 2002 over the prior year.
 
    Significant capital spending included the rebuilding of several paper mills, primarily in the United States, Canada and Europe. Depreciation, depletion and amortization expense was $79.8 million in 2002, compared with $78.7 million in 2001.

12


 

    Consumer Packaging Segment – Results for this segment are presented below:

                         
($ in millions)
  2002
  2001
  % Change
Trade sales
  $ 1,040.7     $ 961.3       8 %
Operating profit
    86.8       96.9       (10 )%
Capital spending
    48.9       35.7       37 %
 
   
 
     
 
     
 
 

    The increase in sales was due primarily to increased volume, driven by additional easy-open steel closures revenue at Sonoco Phoenix, which was acquired in 2001, and new flexible packaging business, partially offset by decreased volume in composite cans. Lower selling prices, primarily in the Company’s European composite can businesses partially offset the higher sales volume. Domestic sales in 2002 were $807.8 million, up 10% from 2001, and international sales were $232.9 million in 2002, up 3% from 2001.
 
    Earnings in this segment decreased because of a negative price/cost relationship, new equipment start-up costs in flexible packaging and higher pension and postretirement expense. A portion of the negative impact was offset by earnings associated with acquisitions completed in 2001 and productivity initiatives that yielded year-over-year savings.
 
    Significant spending included numerous productivity enhancement and consolidation projects in the United States. Additionally, the flexible packaging business continued to invest in a state-of-the-art flexographic press to support continued growth in the confectionary market. Depreciation, depletion and amortization expense in this segment was $50.0 million in 2002, compared with $47.4 million in 2001.
 
    Packaging Services Segment – Results for this segment are presented below:

                         
($ in millions)
  2002
  2001
  % Change
Trade sales
  $ 184.5     $ 129.7       42 %
Operating profit
    6.2       6.4       (3 )%
Capital spending
    1.8       1.5       20 %
 
   
 
     
 
     
 
 

    The increase in sales was due primarily to higher contract service revenue, partly as a result of the acquisition of the packaging services operations in Hemel Hempstead, England. This increase in revenue was partially offset by price decreases in the folding carton operations. Domestic sales were $123.7 million in 2002, up 36% from 2001, and international sales were $60.8 million in 2002, up 57% from 2001.
 
    Earnings in this segment decreased slightly as price declines and increased pension and postretirement expense more than offset productivity initiatives that yielded year-over-year savings, higher contract service revenue and the impact of acquisitions.
 
    Capital spending in this segment was relatively insignificant. Depreciation, depletion and amortization expense in this segment was $2.9 million in 2002, compared with $2.8 million in 2001.
 
    All Other Sonoco – Results are presented below:

                         
($ in millions)
  2002
  2001
  % Change
Trade sales
  $ 269.9     $ 291.7       (7 )%
Operating profit
    25.2       31.9       (21 )%
Capital spending
    5.9       6.4       (8 )%
 
   
 
     
 
     
 
 

13


 

    The decrease in sales was due primarily to decreased volume in the Company’s cable and wire reels business and molded plastics operations. Domestic sales were $222.1 million in 2002, down 8% from 2001, and international sales were $47.8 million in 2002, down 7% from 2001.
 
    Earnings in All Other Sonoco decreased as volume declines and increased pension and postretirement expense more than offset productivity initiatives that yielded year-over-year savings.
 
    Capital spending in All Other Sonoco was relatively insignificant. Depreciation, depletion and amortization expense in this segment was $13.3 million in 2002, compared with $15.9 million in 2001.

Quarterly Report on Form 10-Q for the quarter ended March 28, 2004

    The Company has updated certain notes, which contain segment specific information, in its Condensed Consolidated Financial Statements as of March 28, 2004 and for the three-month periods ended March 28, 2004 and March 30, 2003. These financial statements are provided in Exhibit 99.2. All of the changes relate solely to the presentation of segment specific disclosures on a basis consistent with the revised reporting structure and had no impact on the condensed consolidated balance sheets, statements of income or statements of cash flows.
 
    The following notes were updated to reflect the revised segment structure:

     
Note 4 –
  Restructuring Programs
Note 6 –
  Goodwill and Intangible Assets
Note 11 –
  Financial Reporting for Business Segments

    The Company has also revised the following sections of Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of its Quarterly Report on Form 10-Q for the quarter ended March 28, 2004 to reflect the changes in the Company’s segment disclosures:

              Results of Operations

  Operating Segments

              Restructuring and Impairment

    The sections of Item 2 that have been revised are set forth below.
 
    Results of Operations
 
         Operating Segments
 
    The Company reports results in three segments, Consumer Packaging, Engineered Carriers and Paper and Packaging Services. All Other Sonoco represents the activities and businesses of the Company’s consolidated subsidiaries that do not meet the aggregation criteria outlined in FAS 131 and therefore cannot be combined with other operating segments into a reportable segment. Operating profit at the segmental level is defined as “Income before interest and income taxes” on the Company’s Condensed Consolidated Statements of Income adjusted for restructuring charges, which are not allocated to the reportable segments. General corporate expenses, with the exception of restructuring charges, interest and income taxes, have been allocated as operating costs to each of the Company’s reportable segments and All Other Sonoco. See Note 11 to the Company’s Condensed Consolidated Financial Statements for more information on operating segments.
 

14


 

    Consumer Packaging Segment
 
    The Consumer Packaging segment includes the following products: round and shaped rigid packaging, both composite and plastic; printed flexible packaging; and metal and plastic ends and closures.
 
    Net sales of the Consumer Packaging segment for the first quarter of 2004 totaled approximately $256 million, compared to approximately $252 million in the first quarter of 2003. This increase was due primarily to favorable foreign exchange rates and higher selling prices, offset in part by decreased volume associated with rigid paper and plastics and flexible packaging.
 
    Operating profit, as defined above, for the Consumer Packaging segment in the first quarter of 2004 was approximately $18 million, down from approximately $21 million for the same period in 2003. Lower volume and a change in product and customer mix negatively impacted operating profit, but was partially offset by reduced costs related to on-going productivity initiatives and savings resulting from the Company’s restructuring activities that were initiated in 2003. In addition, product start-up costs, primarily associated with the Company’s new multi-line steel easy-open closure operation in Brazil, negatively impacted operating profit.
 
    Engineered Carriers and Paper Segment
 
    The Engineered Carriers and Paper segment includes the following products: high-performance paper and composite engineered carriers; paperboard; and, fiber-based construction tubes and forms.
 
    Net sales of the Engineered Carriers and Paper segment for the first quarter of 2004 totaled approximately $313 million, compared to approximately $294 million in the first quarter of 2003. This increase was due primarily to favorable foreign exchange rates and higher selling prices, offset in part by decreased volume associated primarily with the Company’s paper operations.
 
    Operating profit, as defined above, for the Engineered Carriers and Paper segment in the first quarter of 2004 was approximately $21 million, down from approximately $25 million for the same period in 2003. Operating profit was negatively impacted by lower volume, a negative price/cost relationship, and approximately $5 million related to charges associated with an unfavorable legal judgment that was entered against the Company in 2004. The negative price/cost relationship resulted primarily from higher prices for old corrugated containers (OCC), the Company’s primary raw material. These unfavorable impacts were partially offset by reduced costs related to on-going productivity initiatives and savings resulting from the Company’s restructuring activities that were initiated in 2003. Operating profit was also positively impacted by the favorable impact of foreign exchange rates.
 
    Packaging Services Segment
 
    The Packaging Services segment provides the following services: packaging fulfillment; product handling; brand management; and, supply chain management. This segment also includes the production of folding cartons.
 
    Net sales of the Packaging Services segment for the first quarter of 2004 totaled approximately $53 million, compared to approximately $45 million in the first quarter of 2003. This increase was due to higher contract service revenue and the impact of favorable foreign exchange rates.
 
    Operating profit, as defined above, for the Packaging Services segment was approximately $5 million in the first quarter of 2004, compared to approximately $2 million for the same period in 2003. This increase resulted as on-going productivity initiatives along with higher contract service revenue more than offset slight price declines and the effect of inflation.

15


 

    All Other Sonoco
 
    All Other Sonoco includes the following products: wooden, metal and composite reels for wire and cable packaging; molded plastics; custom designed protective packaging; adhesives; machinery manufacturing; and specialty packaging.
 
    Net sales of All Other Sonoco for the first quarter of 2004 totaled approximately $72 million, compared to approximately $65 million in the first quarter of 2003. This increase was primarily due to increased volume and the impact of favorable foreign exchange rates.
 
    Operating profit, as defined above, for All Other Sonoco was approximately $7 million in the first quarter of 2004, compared to approximately $5 million for the same period in 2003. This increase resulted as the impact of volume increases along with on-going productivity initiatives and savings resulting from the Company’s restructuring activities that were initiated in 2003 more than offset the effect of inflation.
 
    Restructuring and Impairment
 
    In August 2003, the Company announced general plans to reduce its overall cost structure by $54 million pretax by realigning and centralizing a number of staff functions and eliminating excess plant capacity. Pursuant to these plans, the Company has initiated or completed 13 plant closings and has terminated approximately 740 employees. As of March 28, 2004, the Company had incurred cumulative charges, net of adjustments, of approximately $53.2 million pretax associated with these activities. The Company expects to recognize an additional cost of approximately $9.5 million pretax in the future associated with these charges. As part of the target to reduce its cost structure by $54 million, the Company also expects to announce throughout the remainder of 2004 the closing of an additional five to ten plants in furtherance of these plans. The costs associated with these future plant closings have not yet been determined. The Company expects to pay the remaining restructuring costs, with the exception of ongoing pension subsidies and certain building lease termination expenses, by the end of the first quarter of 2005, using cash generated from operations.
 
    During the first quarter of 2004, the Company recognized restructuring charges of $1.3 million ($0.9 million after tax), primarily associated with previously announced plant closings, three of which were in the Engineered Carriers and Paper segment, one of which was in the Consumer Packaging segment and one of which was in All Other Sonoco. These restructuring charges, net of adjustments, consisted primarily of severance and termination benefits of $0.6 million, asset impairment charges of $0.2 million and other exit costs of $0.5 million.
 
    During the first quarter of 2003, the Company recognized restructuring charges, net of adjustments of $1.1 million ($0.7 million after tax) related to previously announced restructuring plans that were completed prior to December 31, 2003. These charges were primarily associated with severance costs in Europe in the Engineered Carriers and Paper segment as well as lease termination and restoration costs associated with prior plant closings in the Consumer Packaging segment. Additionally, the Company’s High Density Film business, which was divested in December 2003, incurred restructuring charges of approximately $0.2 million ($0.1 million after tax) in the first quarter of 2003.

Quarterly Report on Form 10-Q for the quarter ended June 27, 2004

    The Company has updated certain notes, which contain segment specific information, in its Condensed Consolidated Financial Statements as of June 27, 2004 and for the three-month and six-month periods ended June 27, 2004 and June 29, 2003. These financial statements are provided in Exhibit 99.3. All of the changes relate solely to the presentation of segment specific disclosures on a basis consistent with the revised reporting structure and had no impact on the condensed consolidated balance sheets, statements of income or statements of cash flows.

16


 

    The following notes were updated to reflect the revised segment structure:

     
Note 2 –
  Acquisitions/ Joint Ventures
Note 5 –
  Restructuring Programs
Note 7 –
  Goodwill and Intangible Assets
Note 13 –
  Financial Reporting for Business Segments

    The Company has also revised the following sections of Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of its Quarterly Report on Form 10-Q for the quarter ended June 27, 2004 to reflect the changes in the Company’s segment disclosures:

              Results of Operations

  Second Quarter 2004 Compared with Second Quarter 2003

-   Company Overview
 
-   Reportable Segments

  June 2004 Year-to-Date Compared with June 2003 Year-to-Date

-   Company Overview
 
-   Reportable Segments

  Restructuring and Impairment

    The sections of Item 2 that have been revised are set forth below.
 
    Second Quarter 2004 Compared with Second Quarter 2003
 
         Company Overview
 
    Net sales for the second quarter of 2004 were $764 million, compared with $685 million for the second quarter of 2003. This increase was primarily due to increased volumes in most of the Company’s businesses and the impact of acquisitions, which favorably impacted net sales by approximately $32 million and $17 million, respectively. Company-wide volumes during the second quarter of 2004, which includes the impact of the Company’s acquisitions, the most significant of which was CorrFlex, were up approximately 6% as compared to the same period in 2003. Higher average prices increased net sales by approximately $11 million, and the favorable impact of foreign exchange rates increased net sales by approximately $16 million as the dollar weakened against foreign currencies.
 
    Income before income taxes totaled approximately $50 million in the second quarter of 2004, compared with approximately $34 million for the same period in 2003. This increase resulted primarily from reduced costs related to on-going productivity initiatives and savings resulting from the Company’s restructuring activities that were initiated in 2003, partly offset by higher wages and the impact of inflation. Income before income taxes was also favorably impacted by volume increases and $3 million related to a reduction in net interest expense, which decreased from approximately $13 million in the second quarter of 2003 to $10 million in the second quarter of 2004 primarily as a result of lower average interest rates and lower average debt levels. These favorable impacts were partially offset by a slightly negative price/cost relationship and product start-up costs, primarily associated with the Company’s new multi-line steel easy-open closure operation in Brazil. Income before income taxes included charges in connection with the Company’s previously announced restructuring actions of approximately $6 million for the second quarter of 2004 and $8 million for the second quarter of 2003, which were not allocated to the reportable segments. Restructuring charges for the second quarter of 2004 consisted primarily of severance charges.
 
    The effective tax rate for the second quarter of 2004 was 35.5%, compared with 42.4% for the second quarter of 2003, which includes the impact of certain non-deductible foreign restructuring charges.

17


 

         Reportable Segments
 
    The Company reports results in three segments, Consumer Packaging, Engineered Carriers and Paper and Packaging Services. All Other Sonoco represents the activities and businesses of the Company’s consolidated subsidiaries that do not meet the aggregation criteria outlined in FAS 131 and therefore cannot be combined with other operating segments into a reportable segment. Operating profit at the segmental level is defined as “Income before interest and income taxes” on the Company’s Condensed Consolidated Statements of Income adjusted for restructuring charges, which are not allocated to the reportable segments. General corporate expenses, with the exception of restructuring charges, interest and income taxes, have been allocated as operating costs to each of the Company’s reportable segments and All Other Sonoco. See Note 13 to the Company’s Condensed Consolidated Financial Statements for more information on reportable segments.
 
    Consumer Packaging Segment
 
    The Consumer Packaging segment includes the following products: round and shaped rigid packaging, both composite and plastic; printed flexible packaging; and metal and plastic ends and closures.
 
    Net sales of the Consumer Packaging segment for the second quarter of 2004 totaled approximately $273 million, compared with approximately $254 million in the second quarter of 2003. This increase was due primarily to higher volumes, including the impact of acquisitions, a favorable impact of foreign exchange rates, and higher selling prices.
 
    Operating profit, as defined above, for the Consumer Packaging segment in the second quarter of 2004 was approximately $18 million, down from approximately $21 million for the same period in 2003. This decrease was largely due to a negative price/cost relationship, which resulted primarily from increased steel prices, and product start-up costs primarily associated with the Company’s new multi-line steel easy-open closure operation in Brazil. These costs were partly offset by reduced costs related to on-going productivity initiatives and savings resulting from the Company’s restructuring activities that were initiated in 2003.
 
    Engineered Carriers and Paper Segment
 
    The Engineered Carriers and Paper segment includes the following products: high-performance paper and composite engineered carriers; paperboard; and, fiber-based construction tubes and forms.
 
    Net sales of the Engineered Carriers and Paper segment for the second quarter of 2004 totaled approximately $342 million, compared with approximately $318 million in the second quarter of 2003. This increase was due primarily to higher volumes, increased selling prices and the favorable impact of foreign exchange rates.
 
    Operating profit, as defined above, for the Engineered Carriers and Paper segment in the second quarter of 2004 was approximately $35 million, up from approximately $27 million for the same period in 2003. Operating profit was favorably impacted by reduced costs, which were related to on-going productivity initiatives and savings resulting from the Company’s restructuring activities that were initiated in 2003, as well as volume increases, partially offset by rising wage costs and inflation and a slightly negative price/cost relationship, which resulted primarily from higher prices for old corrugated containers (OCC), the Company’s primary raw material.

18


 

    Packaging Services Segment
 
    The Packaging Services segment provides the following services: packaging fulfillment; product handling; brand management; and supply chain management. This segment also includes the production of folding cartons.
 
    Net sales of the Packaging Services segment for the second quarter of 2004 totaled approximately $70 million, compared to approximately $45 million in the second quarter of 2003. This increase was due to the impact of the CorrFlex acquisition along with higher contract service revenue and the impact of favorable foreign exchange rates.
 
    Operating profit, as defined above, for the Packaging Services segment was approximately $5 million in the second quarter of 2004, compared to approximately $2 million for the same period in 2003. This increase resulted as on-going productivity initiatives along with higher contract service revenue and the impact of the CorrFlex acquisition more than offset slight price declines and the effects of inflation.
 
    All Other Sonoco
 
    All Other Sonoco includes the following products: wooden, metal and composite reels for wire and cable packaging; molded plastics; custom designed protective packaging; adhesives; machinery manufacturing; and specialty packaging.
 
    Net sales of All Other Sonoco for the second quarter of 2004 totaled approximately $78 million, compared to approximately $67 million in the second quarter of 2003. This increase was primarily due to increased volume and selling price increases, primarily in the wire and cable business as it passed on material price increases.
 
    Operating profit, as defined above, for All Other Sonoco was approximately $9 million in the second quarter of 2004, compared to approximately $6 million for the same period in 2003. This increase resulted as a favorable price/cost relationship along with savings resulting from the Company’s restructuring activities that were initiated in 2003 more than offset the effects of inflation.
 
    June 2004 Year-to-Date Compared with June 2003 Year-to-Date
 
         Company Overview
 
    Net sales for the first six months of 2004 were $1,459 million, compared with $1,341 million for the first six months of 2003. This increase was primarily due to the favorable impact of foreign exchange rates of approximately $46 million as the dollar weakened against foreign currencies and higher average selling prices of approximately $16 million. Higher volumes in most of the Company’s businesses and the impact of acquisitions increased net sales by approximately $31 million and $23 million, respectively. Company-wide volumes, including the impact of acquisitions, during the first six months of 2004 were up approximately 2%, compared with the same period in 2003.
 
    Income before income taxes totaled approximately $91 million in first six months of 2004, compared with approximately $74 million for the same period in 2003. This increase resulted primarily from reduced costs associated with on-going productivity initiatives and savings resulting from the Company’s restructuring activities that were initiated in 2003, partially offset by increased wage costs and inflation. Also contributing to this increase were higher volumes, the favorable impact of foreign exchange rates and a reduction in net interest expense, which decreased by approximately $7 million from $26 million in the first six months of 2003 to $19 million in the first six months of 2004 primarily as a result of lower average interest rates and lower average debt levels. These favorable impacts were partially offset by a negative price/cost relationship and product start-up costs, primarily associated with the Company’s new multi-line steel easy-open closure operation in Brazil. Income before income taxes for the first six months of 2004 was also negatively impacted by a charge of approximately $5 million associated with an unfavorable legal judgment that was entered against the Company. See Note 14 to the Company’s Condensed Consolidated Financial Statements for more information on litigation. Income before income taxes included charges in connection with the Company’s previously announced restructuring actions of approximately $7 million pretax for the first six months of 2004 and approximately $9 million for the first six months of 2003, which were not allocated to the reportable segments. Restructuring charges for the first six months of 2004 consisted primarily of severance charges.

19


 

 
    The effective tax rate for the first six months of 2004 was 25.5%, compared with 38.9% for the first six months of 2003. This decrease was primarily due to the reversal in the first quarter of 2004 of previously accrued taxes totaling $9 million as a result of the Internal Revenue Service closing its examination of the Company’s tax returns for years 1999 through 2001.
 
         Reportable Segments
 
    Consumer Packaging Segment
 
    Net sales of the Consumer Packaging segment for the first six months of 2004 totaled approximately $529 million, compared with approximately $507 million in the first six months of 2003. This increase was due primarily to higher volumes, including the impact of acquisitions, a favorable impact of foreign exchange rates and higher selling prices.
 
    Operating profit, as defined above, for the Consumer Packaging segment in the first six months of 2004 was approximately $36 million, down from approximately $42 million for the same period in 2003. This decrease resulted primarily from a negative price/cost relationship, which resulted largely from increased steel prices and product start-up costs, which were primarily associated with the Company’s new multi-line steel easy-open closure operation in Brazil. This decrease was partly offset by reduced costs related to on-going productivity initiatives and savings that resulted from the Company’s restructuring activities, which were initiated in 2003.
 
    Engineered Carriers and Paper Segment
 
    Net sales of the Engineered Carriers and Paper segment for the first six months of 2004 totaled approximately $656 million, compared with approximately $612 million in the first six months of 2003. This increase was due primarily to the favorable impact of foreign exchange rates, higher volumes, including the impact of acquisitions, and increased selling prices.
 
    Operating profit, as defined above, for the Engineered Carriers and Paper segment in the first six months of 2004 was approximately $56 million, up from approximately $52 million for the same period in 2003. Operating profit was favorably impacted by reduced costs related to on-going productivity initiatives and savings resulting from the Company’s restructuring activities that were initiated in 2003 and the favorable impact of foreign exchange rates. Operating profit was negatively impacted by a slightly negative price/cost relationship as well as a charge of approximately $5 million associated with an unfavorable legal judgment that was entered against the Company. See Note 14 to the Company’s Condensed Consolidated Financial Statements for more information on litigation.
 
    Packaging Services Segment
 
    Net sales of the Packaging Services segment for the first six months of 2004 totaled approximately $123 million, compared to approximately $90 million in the same period of 2003. This increase was due to higher contract service revenue along with the impact of the CorrFlex acquisition and favorable foreign exchange rates.
 
    Operating profit, as defined above, for the Packaging Services segment was approximately $10 million in the first six months of 2004, compared to approximately $4 million for the same period in 2003. This increase resulted as on-going productivity initiatives along with higher contract service revenue and the impact of the CorrFlex acquisition more than offset the effects of inflation.

20


 

    All Other Sonoco
 
    Net sales of All Other Sonoco for the first six months of 2004 totaled approximately $151 million, compared to approximately $132 million in the first six months of 2003. This increase was primarily due to increased volume, higher prices, and the favorable impact of foreign exchange rates.
 
    Operating profit, as defined above, for All Other Sonoco was approximately $16 million in the first six months of 2004, compared to approximately $11 million for the same period in 2003. This increase resulted as the impact of a favorable price/cost relationship, along with on-going productivity initiatives and savings that resulted from the Company’s restructuring activities that were initiated in 2003 more than offset the effects of inflation.
 
    Restructuring and Impairment
 
    In August 2003, the Company announced general plans to reduce its overall cost structure by $54 million pretax by realigning and centralizing a number of staff functions and eliminating excess plant capacity. Pursuant to these plans, the Company has initiated or completed 12 plant closings and has terminated approximately 850 employees. As of June 27, 2004, the Company had incurred cumulative charges, net of adjustments, of approximately $60.1 million pretax associated with these activities. The Company expects to recognize an additional cost of approximately $4.0 million pretax in the future associated with these charges, which is comprised of approximately $2.1 million in severance and termination benefits, $0.3 million in asset impairment charges and $1.6 million in other exit costs. Of this amount, approximately $3.1 million is related to the Engineered Carriers and Paper segment and approximately $0.9 million is related to the Consumer Packaging segment. As part of the target to reduce its cost structure by $54 million, the Company also expects to announce throughout the remainder of 2004 the closing of approximately five additional plants in furtherance of these plans. The costs associated with these future plant closings have not yet been determined. The Company expects to pay the remaining restructuring costs, with the exception of ongoing pension subsidies and certain building lease termination expenses, by the end of the second quarter of 2005, using cash generated from operations. In conjunction with the Company’s review of its restructuring accrual in the second quarter of 2004, it was determined that one of the plants that had originally been identified to be closed pursuant to these plans would not be closed due to changes in certain factors. In response to this determination, the Company reduced its restructuring accrual for the Consumer Packaging segment, which resulted in negative charges, net of adjustments, in both the three and six months ended June 27, 2004.
 
    During the three months ended June 27, 2004, the Company recognized restructuring charges, net of adjustments, of $5.8 million ($3.7 million after tax), primarily associated with previously announced plant closings. These restructuring charges, net of adjustments, consisted of severance and termination benefits of $3.6 million, asset impairment charges of $1.5 million and other exit costs of $0.7 million.
 
    During the three months ended June 29, 2003, the Company recognized restructuring charges, net of adjustments, of $7.8 million ($7.9 million after tax) related to previously announced restructuring plans. These restructuring charges, net of adjustments, consisted of severance and termination benefits of $7.0 million, asset impairment charges of $0.7 million and other exit costs of $0.1 million.
 
    During the first six months of 2004, the Company recognized restructuring charges, net of adjustments, of $7.1 million ($4.6 million after tax), primarily associated with previously announced plant closings, six of which were in the Engineered Carriers and Paper segment, three of which were in the Consumer Packaging segment and one of which was in All Other Sonoco. These restructuring charges, net of adjustments, consisted primarily of severance and termination benefits of $4.2 million, asset impairment charges of $1.7 million and other exit costs of $1.2 million.

21


 

    During the first six months of 2003, the Company recognized restructuring charges, net of adjustments, of $9.0 million ($8.6 million after tax) related to previously announced restructuring plans. These charges were primarily associated with severance costs in Europe in the Engineered Carriers and Paper segment as well as lease termination and restoration costs associated with prior plant closings in the Consumer Packaging segment. These restructuring charges, net of adjustments, consisted of severance and termination benefits of $7.7 million, asset impairment charges of $0.7 million and other exit costs of $0.6 million. Additionally, the Company’s High Density Film business, which was divested in December 2003, incurred restructuring charges of approximately $0.2 million ($0.1 million after tax) in the first quarter of 2003.

Quarterly Financial Information by Segment

    As a matter of convenience to investors and others in the financial community, the Company has provided a schedule, which has been derived from the financial statements, that summarizes sales and operating profit under the newly defined segment structure on a quarterly basis for fiscal years 2002, 2003 and through the second quarter of 2004. This schedule is provided in Exhibit 99.4.

Forward-Looking Statements

    This current report on Form 8-K includes “forward-looking statements” within the meaning of the securities laws. All statements that are not historical in nature, are intended to be, and are hereby identified as “forward-looking statements” for purposes of the safe harbor provided by Section 21E of the Securities and Exchange Act of 1934, as amended. The words “estimate,” “project,” “intend,” “expect,” “believe,” “plan,” “anticipate,” “objective,” “goal,” “guidance,” and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding offsetting high raw material costs, adequacy of income tax provisions, refinancing of debt, adequacy of cash flows, effects of acquisitions and dispositions, adequacy of provisions for environmental liabilities, financial strategies and the results expected from them, and producing improvements in earnings.
 
    These forward-looking statements are based on current expectations, estimates and projections about our industry, management’s beliefs, and assumptions made by management. Such information includes, without limitation, discussions as to estimates, expectations, beliefs, plans, strategies, and objectives concerning our future financial and operating performance. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially from those expressed or forecasted in such forward-looking statements. The risks and uncertainties include, without limitation: availability and pricing of raw materials; success of new product development and introduction; ability to maintain or increase productivity levels; international, national and local economic and market conditions; fluctuations of obligations and earnings of pension and postretirement benefit plans; ability to maintain market share; pricing pressures and demand for products; continued strength of our paperboard-based engineered carriers and composite can operations; anticipated results of restructuring activities; resolution of income tax contingencies; ability to successfully integrate newly acquired businesses into the Company’s operations; currency stability and the rate of growth in foreign markets; use of financial instruments to hedge foreign exchange, interest rate and commodity price risk; actions of government agencies; loss of consumer confidence; and economic disruptions resulting from terrorist activities.

22


 

Section 9. Financial Statements and Exhibits

               Item 9.01 Financial Statements and Exhibits.

       
(c)
  Exhibit 15.1 – Letter re: unaudited interim financial information – for the quarter ended March 28, 2004
 
     
  Exhibit 15.2 – Letter re: unaudited interim financial information – for the quarter ended June 27, 2004
 
     
  Exhibit 23 – Consent of Independent Accountants
 
     
  Exhibit 99.1 – Registrant’s Consolidated Financial Statements as of December 31, 2003 and 2002 and for the years ended December 31, 2003, 2002 and 2001
 
     
  Exhibit 99.2 – Registrant’s Condensed Consolidated Financial Statements as of March 28, 2004 and for the three-month periods ended March 28, 2004 and March 30, 2003
 
     
  Exhibit 99.3 – Registrant’s Condensed Consolidated Financial Statements as of June 27, 2004 and for the three-month and six-month periods ended June 27, 2004 and June 29, 2003
 
     
  Exhibit 99.4 – Quarterly Segment Financial Information Schedule

24


 

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  SONOCO PRODUCTS COMPANY
 
 
Date: October 14, 2004  By: /s/ C.J. Hupfer    
  C.J. Hupfer   
  Vice President and Chief Financial Officer   

25


 

         

EXHIBIT INDEX

     
15.1
  Letter re: unaudited interim financial information – for the quarter ended March 28, 2004
 
   
15.2
  Letter re: unaudited interim financial information – for the quarter ended June 27, 2004
 
   
23
  Consent of Independent Accountants
 
   
99.1
  Registrant’s Consolidated Financial Statements as of December 31, 2003 and 2002 and for the years ended December 31, 2003, 2002 and 2001
 
   
99.2
  Registrant’s Condensed Consolidated Financial Statements as of March 28, 2004 and for the three-month periods ended March 28, 2004 and March 30, 2003
 
   
99.3
  Registrant’s Condensed Consolidated Financial Statements as of June 27, 2004 and for the three-month and six-month periods ended June 27, 2004 and June 29, 2003
 
   
99.4
  Quarterly Segment Financial Information Schedule

26

EX-15.1 2 g91150exv15w1.txt EX-15.1 EXHIBIT 15.1 October 14, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our report dated May 4, 2004, except for Note 11 as to which the date is September 30, 2004, on our review of interim financial information of Sonoco Products Company for the period ended March 28, 2004 and included in an 8-K filed by the Company on October 14, 2004 is incorporated by reference in its Registration Statements on Forms S-8 (File No. 33-45594; File No. 33-60039; File No. 333-12657; File No. 333-69929; File No. 333-100799; and File No. 333-100798). Yours very truly, /s/PricewaterhouseCoopers LLP - ----------------------------- PricewaterhouseCoopers LLP EX-15.2 3 g91150exv15w2.txt EX-15.2 EXHIBIT 15.2 October 14, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our report dated July 28, 2004, except for Note 13 as to which the date is September 30, 2004, on our review of interim financial information of Sonoco Products Company for the period ended June 27, 2004 and included in an 8-K filed by the Company on October 14, 2004 is incorporated by reference in its Registration Statements on Forms S-8 (File No. 33-45594; File No. 33-60039; File No. 333-12657; File No. 333-69929; File No. 333-100799; and File No. 333-100798). Yours very truly, /s/PricewaterhouseCoopers LLP - ----------------------------- PricewaterhouseCoopers LLP EX-23 4 g91150exv23.txt EX-23 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 of Sonoco Products Company (File No. 33-45594; File No. 33-60039; File No. 333-12657; File No. 333-69929; File No. 333-100799; and File No. 333-100798) of our report dated January 28, 2004, except for Note 17 as to which the date is September 30, 2004, relating to the financial statements of Sonoco Products Company, which appears in this Form 8-K. /s/ PricewaterhouseCoopers LLP ------------------------------ PricewaterhouseCoopers LLP Charlotte, North Carolina October 14, 2004 EX-99.1 5 g91150exv99w1.txt EX-99.1 EXHIBIT 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Directors of Sonoco Products Company: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, changes in shareholders' equity and cash flows present fairly, in all material respects, the consolidated financial position of Sonoco Products Company at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note 8 to these consolidated financial statements, the Company changed its method of accounting for goodwill in 2002 in accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. /s/PricewaterhouseCoopers LLP - ----------------------------- PricewaterhouseCoopers LLP Charlotte, North Carolina January 28, 2004, except for Note 17 as to which the date is September 30, 2004 CONSOLIDATED BALANCE SHEETS SONOCO PRODUCTS COMPANY AND SUBSIDIARIES
(Dollars and shares in thousands) At December 31 2003 2002 - -------------- ------------ ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 84,854 $ 31,405 Trade accounts receivable, net of allowances of $8,199 in 2003 and $8,335 in 2002 320,676 314,429 Other receivables 33,066 32,724 Inventories Finished and in process 109,080 118,512 Materials and supplies 143,116 126,042 Prepaid expenses 33,751 23,726 Deferred income taxes 30,722 16,429 ------------ ------------ 755,265 663,267 PROPERTY, PLANT AND EQUIPMENT, NET 923,569 975,368 GOODWILL 383,954 359,418 OTHER ASSETS 457,845 438,386 ------------ ------------ Total Assets $ 2,520,633 $ 2,436,439 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Payable to suppliers $ 239,300 $ 248,640 Accrued expenses and other 188,092 144,801 Accrued wages and other compensation 23,250 25,016 Notes payable and current portion of long-term debt 201,367 134,500 Taxes on income 27,585 5,639 ------------ ------------ 679,594 558,596 LONG-TERM DEBT 473,220 699,346 PENSION AND OTHER POSTRETIREMENT BENEFITS 137,494 121,176 DEFERRED INCOME TAXES AND OTHER 216,165 189,896 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Serial preferred stock, no par value Authorized 30,000 shares 0 shares issued and outstanding as of December 31, 2003 and 2002 Common shares, no par value Authorized 300,000 shares 97,217 and 96,640 shares outstanding of which 96,969 and 96,380 are issued as of December 31, 2003 and 2002, respectively 7,175 7,175 Capital in excess of stated value 337,136 324,295 Accumulated other comprehensive loss (136,091) (212,164) Retained earnings 805,940 748,119 ------------ ------------ Total Shareholders' Equity 1,014,160 867,425 ------------ ------------ Total Liabilities and Shareholders' Equity $ 2,520,633 $ 2,436,439 ============ ============
The Notes beginning on page 5 are an integral part of these financial statements. 1 CONSOLIDATED STATEMENTS OF INCOME SONOCO PRODUCTS COMPANY AND SUBSIDIARIES
(Dollars and shares in thousands except per share data) Years ended December 31 2003 2002 2001 - ----------------------- ------------ ------------ ------------ Net sales $ 2,758,326 $ 2,701,419 $ 2,464,445 Cost of sales 2,259,887 2,178,778 1,953,595 Selling, general and administrative expenses 289,839 276,579 251,279 Other expense, net 50,056 10,409 51,175 ------------ ------------ ------------ Income before interest and taxes 158,544 235,653 208,396 Interest expense 52,399 54,196 52,217 Interest income (2,188) (1,649) (3,800) ------------ ------------ ------------ Income before income taxes 108,333 183,106 159,979 Provision for income taxes 37,698 65,075 77,269 ------------ ------------ ------------ Income before equity in earnings of affiliates/minority interest in subsidiaries 70,635 118,031 82,710 Equity in earnings (loss) of affiliates/minority interest in subsidiaries 7,543 7,437 (1,214) ------------ ------------ ------------ Income from continuing operations 78,178 125,468 81,496 Income from discontinued operations, net of income tax 60,771 9,848 10,113 ------------ ------------ ------------ Net income $ 138,949 $ 135,316 $ 91,609 ============ ============ ============ Average common shares outstanding: Basic 96,819 96,373 95,370 Assuming exercise of options 310 805 437 Diluted 97,129 97,178 95,807 ------------ ------------ ------------ Per common share Net income Basic $ 1.44 $ 1.40 $ .96 Diluted $ 1.43 $ 1.39 $ .96 Cash dividends - common $ .84 $ .83 $ .80 ============ ============ ============
The Notes beginning on page 5 are an integral part of these financial statements. 2 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY SONOCO PRODUCTS COMPANY AND SUBSIDIARIES
Accumulated Common Shares Capital in Other (Dollars and shares Comprehensive --------------------------- Excess of Comprehensive Retained in thousands) Income (Loss) Outstanding Amount Stated Value Loss Earnings - ------------- ------------- ----------- -------- ------------ ------------- ---------- JANUARY 1, 2001 95,006 $ 7,175 $ 289,657 $ (172,403) $ 677,042 Net income $ 91,609 91,609 Other comprehensive income (loss): Translation loss (8,827) Minimum pension liability adjustment, net of tax (15,914) Other (825) ----------- Other comprehensive loss (25,566) (25,566) ----------- Comprehensive income $ 66,043 =========== Cash dividends (76,080) Exercise of stock options 800 14,043 Shares repurchased (93) (2,055) Other 700 - -------------------------------------------------------------------------------------------------------------------------- DECEMBER 31, 2001 95,713 7,175 302,345 (197,969) 692,571 Net income $ 135,316 135,316 Other comprehensive income (loss): Translation gain 15,833 Minimum pension liability adjustment, net of tax (30,921) Other 893 ----------- Other comprehensive loss (14,195) (14,195) ----------- Comprehensive income $ 121,121 =========== Cash dividends (79,768) Exercise of stock options 927 21,618 Other 332 - -------------------------------------------------------------------------------------------------------------------------- DECEMBER 31, 2002 96,640 7,175 324,295 (212,164) 748,119 Net income $ 138,949 138,949 Other comprehensive income (loss): Translation gain 77,903 Minimum pension liability adjustment, net of tax (3,403) Other 1,573 ----------- Other comprehensive income 76,073 76,073 ----------- Comprehensive income $ 215,022 =========== Cash dividends (81,128) Exercise of stock options 577 8,752 Other 4,089 - -------------------------------------------------------------------------------------------------------------------------- DECEMBER 31, 2003 97,217 $ 7,175 $ 337,136 $ (136,091) $ 805,940 ==========================================================================================================================
The Notes beginning on page 5 are an integral part of these financial statements. 3 CONSOLIDATED STATEMENTS OF CASH FLOWS SONOCO PRODUCTS COMPANY AND SUBSIDIARIES
(Dollars in thousands) Years ended December 31 2003 2002 2001 - ----------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 138,949 $ 135,316 $ 91,609 Adjustments to reconcile net income to net cash provided by operating activities Restructuring reserve (noncash) 8,381 360 16,919 Depreciation, depletion and amortization 163,234 159,256 158,574 Equity in (earnings) loss of affiliates/minority interest in subsidiaries (7,543) (7,437) 1,214 Cash dividends from affiliated companies 11,327 3,626 7,925 Loss on disposition of assets 1,228 100 7,116 Gain on sale of High Density Film business (49,433) -- -- Deferred taxes 11,175 27,956 22,005 Change in assets and liabilities, net of effects from acquisitions, dispositions, assets held for sale and foreign currency adjustments Receivables 5,324 (22,214) 57,255 Inventories (10,117) 19,307 23,438 Prepaid expenses (7,955) 8,281 (2,870) Payables and taxes 70,727 49,788 (20,301) Other assets and liabilities (3,459) (102,894) 1,457 - ----------------------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 331,838 271,445 364,341 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment (113,574) (123,959) (101,983) Cost of acquisitions, exclusive of cash (6,232) (8,500) (273,187) Proceeds from the sale of assets 2,709 8,036 6,902 Proceeds from sale of High Density Film business 81,177 -- -- Investments in affiliates -- -- (3,600) - ----------------------------------------------------------------------------------------------------------------------------------- Net cash used by investing activities (35,920) (124,423) (371,868) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of debt 20,715 11,620 259,224 Principal repayment of debt (120,287) (9,991) (24,476) Net (decrease) increase in commercial paper borrowings (65,500) (92,500) (174,000) Net (decrease) increase in bank overdrafts (8,075) (2,924) 11,560 Cash dividends - common (81,128) (79,768) (76,080) Common shares acquired -- -- (2,055) Common shares issued 8,752 21,618 14,043 - ----------------------------------------------------------------------------------------------------------------------------------- Net cash (used) provided by financing activities (245,523) (151,945) 8,216 EFFECTS OF EXCHANGE RATE CHANGES ON CASH 3,054 198 222 - ----------------------------------------------------------------------------------------------------------------------------------- (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 53,449 (4,725) 911 Cash and cash equivalents at beginning of year 31,405 36,130 35,219 - ----------------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $ 84,854 $ 31,405 $ 36,130 - ----------------------------------------------------------------------------------------------------------------------------------- SUPPLEMENTAL CASH FLOW DISCLOSURES Interest paid $ 50,079 $ 44,823 $ 50,551 Income taxes paid, net of refunds $ 27,182 $ 44,682 $ 49,035 Value of stock issued for acquisition $ 2,700 $ -- $ -- ===================================================================================================================================
The Notes beginning on page 5 are an integral part of these financial statements. 4 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries The following notes are an integral part of the Consolidated Financial Statements. The accounting principles followed by the Company appear in bold type. 1. BASIS OF PRESENTATION THE CONSOLIDATED FINANCIAL STATEMENTS INCLUDE THE ACCOUNTS OF SONOCO AND ITS MAJORITY-OWNED SUBSIDIARIES (THE COMPANY OR SONOCO) AFTER ELIMINATION OF INTERCOMPANY ACCOUNTS AND TRANSACTIONS. INVESTMENTS IN AFFILIATED COMPANIES IN WHICH THE COMPANY OWNS 20% TO 50% AND IS ABLE TO EXERCISE SIGNIFICANT INFLUENCE, BUT NOT CONTROL, ARE ACCOUNTED FOR BY THE EQUITY METHOD OF ACCOUNTING (EQUITY INVESTMENTS). INCOME APPLICABLE TO EQUITY INVESTMENTS IS REFLECTED AS "EQUITY IN EARNINGS (LOSS) OF AFFILIATES/MINORITY INTEREST IN SUBSIDIARIES" IN THE CONSOLIDATED STATEMENTS OF INCOME. Investments related to equity in affiliates are included in "Other Assets" in the Company's Consolidated Balance Sheets and totaled $100,427 and $90,866 for the years ended December 31, 2003 and 2002, respectively. THE PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA REQUIRES MANAGEMENT TO MAKE ESTIMATES AND ASSUMPTIONS THAT AFFECT THE REPORTED AMOUNT OF ASSETS AND LIABILITIES AT THE DATE OF THE FINANCIAL STATEMENTS AND THE REPORTED AMOUNTS OF REVENUES AND EXPENSES DURING THE REPORTING PERIOD. ACTUAL RESULTS COULD DIFFER FROM THOSE ESTIMATES. THE COMPANY RECORDS REVENUE WHEN TITLE AND RISK OF OWNERSHIP PASS TO THE CUSTOMER AND WHEN PERSUASIVE EVIDENCE OF AN ARRANGEMENT EXISTS, DELIVERY HAS OCCURRED OR SERVICES HAVE BEEN RENDERED, THE SELLER'S PRICE TO THE BUYER IS FIXED OR DETERMINABLE, AND WHEN COLLECTIBILITY IS REASONABLY ASSURED. Certain prior year amounts in the Consolidated Balance Sheets at December 31, 2002 have been reclassified to conform to the current year presentation. Additionally, during 2003, the Company reclassified shipping and handling costs related to third party shipments from "Net sales" to "Cost of sales" on the Consolidated Statements of Income for all years. These reclassifications increased net sales and cost of sales by the same amount, and therefore, did not affect reported net income. During the fourth quarter of 2003, the Company completed the sale of its High Density Film business to Hilex Poly Co., LLC, Los Angeles, Calif. Operating results of this business have been presented for all years as "Income from discontinued operations, net of income taxes" in the Company's Consolidated Statements of Income. Items related to the Consolidated Statements of Income have been restated to reflect the reclassification of the High Density Film business as discontinued operations. 2. ACQUISITIONS/DISPOSITIONS/JOINT VENTURES The Company completed four acquisitions during 2003, with an aggregate cost of approximately $11,077 in cash, assumption of debt, relief of notes receivable and issuance of common stock. In connection with these acquisitions, the Company recorded fair value of identified intangibles of $3,150, goodwill of $2,897 and other net tangible assets of $5,030. Acquisitions in the Company's Engineered Carriers and Paper segment included an engineered carriers manufacturer in Australia and a recovered paper operation in Savannah, Ga. The Company also acquired certain assets of a wooden reel manufacturer in Canada and the United States, which are classified as components of All Other Sonoco. In addition, the Company increased its ownership interest in a manufacturer of rotogravure cylinders in Charlotte, N.C., in the Company's Consumer Packaging segment. Pro forma information is not provided for 2003 acquisitions, as the impact of these acquisitions is immaterial to the results of the Company. During 2003, the Company decided to divest itself of the High Density Film business in order to redirect the value of those assets to primary growth vehicles that will enhance the opportunity to increase total returns to 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries shareholders and significantly reduce the Company's exposure to highly cyclical resin markets. In December 2003, the Company completed this divestiture by selling the business to Hilex Poly Co., LLC, of Los Angeles, Calif., for a price of approximately $119,100, including approximately $81,100 in cash, subject to final determination of net working capital; $28,000 in subordinated notes bearing a 4.95% interest rate maturing in 10 years; and, a $10,000 nonvoting cumulative preferred instrument yielding 10%. This transaction resulted in a gain of $63,112 ($49,433 after tax). Operating results of this business have been presented for all periods as "Income from discontinued operations, net of income tax" in the Company's Consolidated Statements of Income. The Company completed three acquisitions during 2002, with an aggregate cost of approximately $8,500 in cash. In connection with these acquisitions, the Company recorded fair value of identified intangibles of $6,025, goodwill of $1,725 and other net tangible assets of $750. Acquisitions in the Company's Engineered Carriers and Paper segment included certain assets from Republic Paperboard Company, LLC, and the related Republic Resource Control, LLC. The Company also acquired Texas Reel Company's plywood reel operations in Sherman, Texas and Coonrod Reel Company's nailed wooden reel operation in Bonham, Texas, both of which are classified as components of All Other Sonoco. The Company completed 10 acquisitions during 2001, with an aggregate cost of approximately $273,000 in cash. In connection with these acquisitions, the Company recorded approximate fair value of identified intangibles of $27,000, goodwill of $138,000, and other net tangible assets of $108,000. Acquisitions in the Company's Engineered Carriers and Paper segment included a lightweight paperboard company with operations in DePere, Wis., and Menasha, Wis.; a paper-based textile tube converting facility in Kaiping, China; a paper-based core and tube operation in the United Kingdom; a paper-based core and tube facility in Sint-Denijs, Belgium; an engineered carriers operation in Cartersville, Ga.; and a paper mill in Hutchinson, Kan. Acquisitions in the Company's Consumer Packaging segment included a steel easy-open closure operation headquartered in North Canton, Ohio. The Company also acquired a manufacturer of paper-based tubes, cores and composite cans headquartered in Neenah, Wis. Approximately 80% of this operation is included in the Engineered Carriers and Paper segment and 20% in the Consumer Packaging segment. Acquisitions in the Company's Packaging Services segment included assets of a packaging services operation in Hemel Hempstead, England, U.K. The Company also acquired a plywood reel operation in Helenwood, Tenn., which is classified as a component of All Other Sonoco. The Company has accounted for all of its acquisitions as purchases and, accordingly, has included their results of operations in consolidated net income from the date of acquisition. 3. RESTRUCTURING PROGRAMS Effective January 1, 2003, the Company adopted Financial Accounting Standards No. 146, 'Accounting for Costs Associated with Exit or Disposal Activities' (FAS 146), which nullifies Emerging Issues Task Force Issue No. 94-3 (Issue 94-3), 'Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).' FAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost, as defined in Issue 94-3, was recognized at the date of an entity's commitment to an exit plan. The provisions of FAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of FAS 146 did not have a material effect on the Company's financial statements except for the timing of the recognition of costs associated with exit or disposal activities. Due to the sale of the High Density Film business in December 2003, restructuring charges have been restated to exclude any costs incurred by the High Density Film business, as such charges have been included in "Income from discontinued operations, net of income taxes" on the Consolidated Statements of Income. 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries During 2003, the Company recognized restructuring charges, net of adjustments, of $50,056 ($35,329 after tax). Of these charges, $31,413 was attributed to the Engineered Carriers and Paper segment, $9,469 was related to the Consumer Packaging segment, $335 was attributed to the Packaging Services segment, $1,806 was related to All Other Sonoco and $7,033 was associated with Corporate. None of these charges has been allocated to the segments' operating results. These restructuring charges, net of adjustments, consisted of severance and termination benefits of $37,733, asset impairment charges of $8,381 and other exit costs of $3,942, primarily associated with lease termination and other miscellaneous plant closing costs. The Company expects to recognize an additional cost of approximately $16,000 pretax in the future associated with these 2003 actions. The Company also expects to announce, in 2004, the closing of an additional five to ten plants. The costs associated with the future plant closings have not yet been determined. Remaining charges associated with the 2003 activities will be recorded in future periods in accordance with the guidelines of FAS 146. During 2003, the Company also recorded restructuring charges of $1,455 after tax related to affiliates/minority interest in subsidiaries. The restructuring charges are included in "Equity in earnings (loss) of affiliates/minority interest in subsidiaries" in the Company's Consolidated Statements of Income. During 2002, the Company recognized restructuring charges, net of adjustments, of $10,409 ($6,663 after tax). Additionally, the Company's High Density Film business, which was divested in 2003, incurred restructuring charges of $2,238 pretax ($1,432 after tax). The 2002 restructuring charges, including the High Density Film business charges, were primarily related to three U.S. plant closings in the Consumer Packaging segment, one U.S. plant closing in the Engineered Carriers and Paper segment, one plant closing in All Other Sonoco and severance costs associated with plant consolidations in Europe. These restructuring charges, net of adjustments, consisted of severance and termination benefits of $10,532, asset impairment charges of $360, and other exit costs of $1,755, consisting of building lease termination charges and other miscellaneous costs. During 2001, the Company recognized restructuring charges, net of adjustments, of $51,402 ($35,241 after tax). Additionally, the Company's High Density Film business, which was divested in 2003, incurred restructuring charges of $2,149 pretax ($1,375 aftertax). The 2001 restructuring charges, including the High Density Film business charges, consisted of severance and termination benefits of $27,265, asset impairment charges of $16,919 and other exit costs of $9,367 (consisting of building lease termination charges of $7,715 and other miscellaneous charges of $1,652). Affiliates of the Company accounted for under the equity method of accounting recorded restructuring charges of $9,986 ($6,591 after tax) during 2001. These charges included the closing of two plant locations and other miscellaneous restructuring activities and are included in "Equity in earnings (loss) of affiliates/minority interest in subsidiaries" in the Consolidated Statements of Income. The 2003, 2002 and 2001 restructuring plans included a global reduction of approximately 880 salaried positions (approximately 510 in the United States) and approximately 1,330 hourly positions (approximately 990 in the United States), and the closure of 29 plant locations. As of December 31, 2003, 23 plant locations have been closed, and approximately 1,960 employees have been terminated (approximately 820 salaried and 1,140 hourly). The following table sets forth the activity in the restructuring accrual included in "Accrued expenses and other" on the Consolidated Balance Sheets. Restructuring charges are included in "Other expense, net" in the Consolidated Statements of Income. In accordance with the agreement of sale for the High Density Film business, the liability associated with the restructuring has been retained by the Company and is, therefore, included in the table below: 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries
Severance and Other Termination Asset Exit Benefits Impairment Costs Total ------------- ---------- --------- ---------- Liability, December 31, 2000 $ 1,100 $ -- $ -- $ 1,100 ------------- ---------- --------- ---------- 2001 Charges 30,614 17,889 13,682 62,185 Cash payments (14,431) -- (3,143) (17,574) Asset impairment (noncash) -- (16,919) -- (16,919) Reclassifications to pension liability (5,180) -- -- (5,180) Adjustments (3,349) (970) (4,315) (8,634) ------------- ---------- --------- ---------- Liability, December 31, 2001 8,754 -- 6,224 14,978 ------------- ---------- --------- ---------- 2002 Charges 11,032 383 1,885 13,300 Cash payments (6,848) -- (2,765) (9,613) Asset impairment (noncash) -- (360) -- (360) Reclassifications to pension liability (3,276) -- -- (3,276) Adjustments (500) (23) (130) (653) ------------- ---------- --------- ---------- Liability, December 31, 2002 9,162 -- 5,214 14,376 ------------- ---------- --------- ---------- 2003 Charges 40,526 8,709 3,142 52,377 Cash payments (21,953) -- (2,970) (24,923) Asset impairment (noncash) -- (8,381) -- (8,381) Reclassifications to pension liability (10,234) -- -- (10,234) Adjustments (2,793) (328) 1,000 (2,121) ------------- ---------- --------- ---------- Liability, December 31, 2003 $ 14,708 -- $ 6,386 $ 21,094 ============= ========== ========= ==========
The Company expects to pay the remaining restructuring costs, with the exception of ongoing pension subsidies and certain building lease termination expenses, by the end of 2004, using cash generated from operations. During 2003, the Engineered Carriers and Paper segment recognized writeoffs of impaired equipment and facilities held for disposal of $5,212 and $1,409, respectively, attributed to the closing of four plant locations. Additionally, the Consumer Packaging segment recognized writeoffs of impaired equipment of $1,760 related to the closing of one plant location. Impaired assets were written down to the lower of carrying amount or fair value, less estimated costs to sell, if applicable. During 2002, the Company recognized writeoffs of impaired equipment in the Engineered Carriers and Paper segment of $299 attributed to the closing of a plant location. Additionally, the Company recognized net writeoffs of impaired equipment in the Consumer Packaging segment and All Other Sonoco of $(692) and $753, respectively, related to adjustments to previously recorded impaired equipment charges. Asset impairment charges included in the 2001 restructuring charges resulted from the writeoff/down of assets associated with 13 plant location closings and nine other plant locations impacted by the restructuring. Impaired assets were written down to the lower of carrying amount or fair value, less estimated costs to sell, if applicable. The Engineered Carriers and Paper segment recognized writeoffs/downs of impaired facilities and equipment of $4,294 and writeoff/downs of facilities and equipment held for sale of $997. The Consumer Packaging segment recognized writeoffs/downs of impaired facilities and equipment of $9,091. All Other Sonoco recognized writeoffs/downs of impaired facilities and equipment of $2,320 and writeoff/downs of facilities and equipment held for sale of $217. The effect of suspending depreciation on assets held for disposition was not material to the Consolidated Statements of Income for the years ended December 31, 2003, 2002 and 2001. 8 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries 4. DISCONTINUED OPERATIONS The financial statements for prior years have been restated to report the revenues and expenses of the components of the Company that were disposed of separately as discontinued operations. Income from discontinued operations for 2003, 2002 and 2001 represents the results of operations of the Company's High Density Film business, which was sold in December 2003. See Note 2 for a discussion of this disposition. The following table sets forth the operating results for the business unit, which was previously reported in the Company's Consumer Packaging segment:
2003 2002 2001 ------------- ------------- ------------ Net Sales $ 198,759 $ 191,950 $ 217,742 Operating income before income taxes 17,758 15,504 15,802 Gain on sale 63,112 Income tax expense (20,099) (5,656) (5,689) ------------- ------------- ------------ Income from discontinued operations $ 60,771 $ 9,848 $ 10,113 Income from discontinued operations - per diluted share $ .63 $ .10 $ .11 ============= ============= ============
No interest expense or income was allocated to this business unit. The Company has no material continuing involvement in the management or operations of the divested business. 5. CASH AND CASH EQUIVALENTS Cash equivalents are composed of highly liquid investments with an original maturity of three months or less and are recorded at market. At December 31, 2003 and 2002, outstanding checks in excess of bank deposits totaling $20,433 and $30,033, respectively, were included in "Payable to suppliers" on the Consolidated Balance Sheets. In addition, outstanding payroll checks of $2,415 and $890 in 2003 and 2002, respectively, were included in "Accrued wages and other compensation" on the Consolidated Balance Sheets. 6. INVENTORIES Inventories are stated at the lower of cost or market. The last-in, first-out (LIFO) method was used to determine costs of approximately 26% of total inventories at December 31, 2003 and 2002. The remaining inventories are determined on the first-in, first-out (FIFO) method. If the FIFO method of accounting had been used for all inventories, total inventory would have been higher by $10,462 in 2003 and $10,284 in 2002. 7. PROPERTY, PLANT AND EQUIPMENT Plant assets represent the original cost of land, buildings and equipment, less depreciation, computed under the straight-line method, over the estimated useful life of the asset, and are reviewed for impairment whenever events indicate the carrying value may not be recoverable. Equipment lives range from three to 11 years, buildings from 15 to 40 years. Timber resources are stated at cost. Depletion is charged to operations based on the number of units of timber cut during the year. 9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries Depreciation and depletion expense amounted to $148,843 in 2003, $143,215 in 2002 and $132,814 in 2001. Depreciation expense amounted to $9,696 for 2003, $13,333 for 2002, and $13,865 for 2001 for the High Density Film business which have been reclassified as discontinued operations. Details at December 31 are as follows:
2003 2002 ------------- ------------ Land $ 46,432 $ 44,285 Timber resources 36,392 35,672 Buildings 345,296 335,450 Machinery and equipment 1,806,181 1,833,141 Construction in progress 57,248 62,722 ------------- ------------ 2,291,549 2,311,270 ------------- ------------ Accumulated depreciation and depletion (1,367,980) (1,335,902) ------------- ------------ Property, plant and equipment, net $ 923,569 $ 975,368 ============= ============
Estimated costs for completion of authorized capital additions under construction totaled approximately $58,349 at December 31, 2003. Certain properties and equipment are leased under noncancelable operating leases. Future minimum rentals under noncancelable operating leases with terms of more than one year are as follows: 2004 - $24,100, 2005 - $19,500, 2006 - $15,000, 2007 - $12,700, 2008 - $9,700, and 2009 and thereafter - $22,300. Total rental expense under operating leases was approximately $34,000 in 2003, $31,700 in 2002 and $36,510 in 2001. Research and development costs charged to expense were $14,225 in 2003, $13,018 in 2002 and $11,851 in 2001. 8. GOODWILL AND INTANGIBLE ASSETS GOODWILL During the first quarter of 2002, the Company adopted Statement of Financial Accounting Standards No. 142 'Goodwill and Other Intangible Assets' (FAS 142). Under FAS 142, purchased goodwill and intangible assets with indefinite lives are not amortized, but instead tested for impairment at least annually. The Company completed its transitional goodwill impairment testing required by FAS 142 during the second quarter of 2002 and its annual goodwill impairment testing required by FAS 142 during the third quarter of 2002 and 2003. Based on this impairment testing, no adjustment to the recorded goodwill balance was necessary. The following table sets forth the reconciliation of net income and earnings per share information for the years ended December 31, 2003, 2002 and 2001, adjusted for the non-amortization provisions of FAS 142:
2003 2002 2001 ---------- --------- ---------- Reported net income $ 138,949 $ 135,316 $ 91,609 ---------- --------- ---------- Add: Goodwill amortization, after tax 9,094 Adjusted net income $ 138,949 $ 135,316 $ 100,703 ========== ========= ==========
2003 2002 2001 ------ ------ ------ Reported basic earnings per share $ 1.44 $ 1.40 $ .96 Adjusted basic earnings per share 1.44 1.40 1.06 Reported diluted earnings per share 1.43 1.39 .96 Adjusted diluted earnings per share 1.43 1.39 1.05
10 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries The changes in the carrying amount of goodwill for the year ended December 31, 2003, are as follows:
Engineered Carriers Consumer Packaging and Paper Packaging Services All Other Segment Segment Segment Sonoco Total ---------- ---------- --------- --------- --------- Balance as of January 1, 2003 $ 141,343 $ 151,353 $ 1,139 $ 65,583 $ 359,418 Goodwill purchase price adjustments (37) (168) -- -- (205) Goodwill on 2003 acquisitions 1,284 1,602 -- 11 2,897 Foreign currency translation 8,879 12,589 124 252 21,844 ---------- ---------- --------- --------- --------- Balance as of December 31, 2003 $ 151,469 $ 165,376 $ 1,263 $ 65,846 $ 383,954 ========== ========== ========= ========= =========
INTANGIBLE ASSETS
2003 2002 --------- --------- Amortizable intangibles - Gross cost Patents $ 3,268 $ 3,268 Customer lists 38,223 37,025 Land use rights 5,873 5,873 Supply agreements 5,261 4,261 Other 6,404 3,185 --------- --------- Total gross cost 59,029 53,612 Accumulated amortization Patents (2,564) $ (2,285) Customer lists (4,630) $ (2,354) Land use rights (1,963) $ (1,782) Supply agreements (3,715) $ (2,609) Other (2,756) $ (1,744) --------- --------- Total accumulated amortization (15,628) $ (10,774) Net amortizable intangibles $ 43,401 $ 42,838 ========= =========
The approximate amortization expense for the next five years is $3,800 in 2004, $3,800 in 2005, $3,500 in 2006, $3,200 in 2007, and $3,000 in 2008. As discussed in Note 2, the Company recorded $3,150 of identifiable intangibles mainly related to non-compete agreements in connection with 2003 acquisitions. These agreements will be amortized over a five-year period and will have no residual value at the end of the amortization period. The Company recorded $6,025 of identifiable intangible assets related to the fair value of customer lists in connection with a 2002 acquisition. These customer lists will be amortized over a period of 15 years and will have no residual value at the end of the amortization period. The Company has no identified intangibles with indefinite lives. Intangible assets are included in "Other Assets" on the Company's Consolidated Balance Sheets. 11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries 9. DEBT Debt at December 31 was as follows:
2003 2002 ---------- ---------- Commercial paper, average rate of 1.76% in 2002 $ -- $ 65,500 6.5% debentures due November 2013 248,861 248,745 7.0% debentures due November 2004 149,681 149,977 6.75% debentures due November 2010 99,880 99,863 5.875% debentures due November 2003 -- 99,945 9.2% debentures due August 2021 41,305 41,305 6.125% IRBs due June 2025 34,627 34,603 6.0% IRBs due April 2026 34,297 34,265 Foreign denominated debt, average rate of 6.0% in 2003 and 8.9% in 2002 49,875 40,363 Other notes 16,061 19,280 ---------- ---------- Total debt 674,587 833,846 Less current portion and short-term notes 201,367 134,500 ---------- ---------- Long-term debt $ 473,220 $ 699,346 ========== ==========
The Company has authorized a commercial paper program totaling $450,000 and has fully committed bank lines of credit supporting the program by a like amount. These bank lines expire in 2004, but may be extended by the Company into 2005 under a term-out option. Accordingly, commercial paper borrowings are classified as long-term debt. It is management's intent to indefinitely maintain line of credit agreements supporting the commercial paper program. Additionally, the Company has $150,000 of 7.0% bonds maturing in 2004. The bonds are expected to be refinanced with floating rate debt. Certain of the Company's debt agreements impose restrictions with respect to the maintenance of financial ratios and the disposition of assets. The most restrictive covenant currently requires that net worth at the end of each fiscal quarter be greater than $758,900, increased by 25% of net income after March 30, 2003, and decreased by stock purchases after July 9, 2003. Based on this calculation, the Company was $229,000 above the minimum level of $786,000, required under this covenant as of December 31, 2003. On November 1, 2002, the Company amended its U.S. commercial paper backup credit agreement to exclude from the above net worth covenant any charge to shareholders' equity arising from minimum pension liability adjustments for its U.S. defined benefit pension plan. At December 31, 2003, no such charge existed for U.S. plans. In addition to the committed availability under the commercial paper program, unused short-term lines of credit for general Company purposes at December 31, 2003, were approximately $101,990, with interest at mutually agreed-upon rates. The approximate principal requirements of debt maturing in the next five years are: 2004 - $201,367, 2005 - $2,653, 2006 - $1,550, 2007 - $1,421, and 2008 - $865. 10. FINANCIAL INSTRUMENTS The following table sets forth the carrying amounts and fair values of the Company's significant financial instruments where the carrying amount differs from the fair value.
December 31, 2003 December 31, 2002 --------------------------- --------------------------- Carrying Fair Carrying Fair Amount of Value of Amount of Value of Liability Liability Liability Liability --------- --------- --------- --------- Long-term debt $ 473,220 $ 526,693 $ 699,346 $ 772,071 ========== ========== ========== ==========
12 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries The fair value of cash and cash equivalents, short-term debt and long-term variable-rate debt approximates fair value. The fair value of long-term debt is based on quoted market prices or by discounting future cash flows using interest rates available to the Company for issues with similar terms and average maturities. The Company records derivatives based on Financial Accounting Standards No. 133, 'Accounting for Derivative Instruments and Hedging Activities' (FAS 133), and related amendments. This Statement requires that all derivatives be recognized as assets or liabilities in the balance sheet and measured at fair value. Changes in the fair value of derivatives are recognized in either net income or in other comprehensive income, depending on the designated purpose of the derivative. The Company uses derivatives from time to time to manage the cost of certain raw materials, to mitigate exposure to foreign currency fluctuation and to manage its exposure to fixed and variable interest rates within acceptable limits. The Company purchases commodities such as recovered paper, metal and energy generally at market or fixed prices that are established with the vendor as part of the purchase process for quantities expected to be consumed in the ordinary course of business. The Company may enter into commodity futures or swaps to reduce the effect of price fluctuation. In addition, the Company may use foreign currency forward contracts and other risk management instruments to manage exposure to changes in foreign currency cash flows and the translation of monetary assets and liabilities on the Company's financial statements. The Company uses published market prices or estimated values based on current price quotes and a discounted cash flow model to estimate the fair market value of the derivatives. In 2003, the Company entered into certain cash flow hedges to mitigate exposure to commodity and foreign exchange risks in 2003, out through mid-2006. The fair market value of these derivatives as of December 31, 2003 was $1,641 on a tax adjusted basis and will be reclassified to earnings in the same periods the forecast purchases or payments affect earnings. Based on the current amount of the derivative loss in other comprehensive income, $857 after tax will be reclassified to income in 2004. As a result of the high correlation between the hedged instruments and the underlying transactions, ineffectiveness did not have a material impact on the Company or on its Consolidated Statements of Income for the years ended December 31, 2003 and 2002. 11. INVESTMENT IN LIFE INSURANCE Prior to 2002, corporate-owned life insurance (COLI) policies were used by the Company to aid in the financing of employee benefits and were recorded net of policy loans in "Other Assets" on the Consolidated Balance Sheets. The net pretax cost of COLI, including interest expense and excluding 2001 policy surrender charges of $7,026, was $1,397 in 2001 and is included in "Selling, general and administrative expenses" in the Company's Consolidated Statements of Income. The related COLI interest expense was $3,043 in 2001. Legislation was enacted in 1996 that began phasing out the tax deductibility of this interest. Accordingly, no deduction was taken in 2001 for interest on policy loans. In April 2001, the Company surrendered its COLI policies as a result of a settlement with the IRS over deductibility of COLI loan interest. The surrender of these policies resulted in additional income taxes of $11,295 and other costs of $7,026 in 2001. Other costs are included in "Other expense, net" in the Company's 2001 Consolidated Statements of Income. 12. STOCK PLANS The Company has stock option plans under which common shares are reserved for sale to certain employees and nonemployee directors. Options granted under the plans were at the market value of the shares at the date of grant. Options are generally exercisable one year after the date of grant and expire 10 years after the date of grant. There were 4,413,407 shares reserved for future grants at December 31, 2003. 13 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries On December 31, 1998, the Company granted special one-time Centennial stock options of 100 shares to substantially all of its employees. These options are exercisable at the closing price of the shares on December 31, 1998, and expire after six years. A total of 890,900 options granted under the Centennial Share Program were outstanding at December 31, 2003. A summary of the status of the Company's stock option plans is presented below: Option Weighted- Shares Average Price ------ ------------- 2001 Outstanding at beginning of year 9,955,843 $ 24.31 Granted 1,748,603 $ 23.83 Exercised (832,498) $ 17.16 Canceled (381,976) $ 28.81 Outstanding at end of year 10,489,972 $ 24.63 Options exercisable at end of year 8,712,119 $ 24.87 ---------- --------- 2002 Granted 1,511,474 $ 25.25 Exercised (945,321) $ 19.14 Canceled (180,499) $ 29.21 Outstanding at end of year 10,875,626 $ 25.12 Options exercisable at end of year 9,415,202 $ 25.10 ---------- --------- 2003 Granted 1,419,694 $ 21.19 Exercised (438,470) $ 20.96 Canceled (518,209) $ 24.59 Outstanding at end of year 11,338,641 $ 24.81 Options exercisable at end of year 9,943,286 $ 25.32 ========== ========= The weighted-average fair value of options granted was $4.85, $6.62 and $6.43 in 2003, 2002 and 2001, respectively. The following tables summarize information about stock options outstanding and stock options exercisable at December 31, 2003: Options Outstanding ------------------------------------------------ Weighted- Weighted- Average Average Range of Number Remaining Exercise Exercise Prices Outstanding Contractual Life Price - --------------- ----------- ---------------- --------- $17.25 - $22.88 3,521,091 5.8 years $ 20.25 $23.06 - $24.95 3,238,017 4.7 years $ 24.08 $25.00 - $37.10 4,579,533 5.0 years $ 28.84 ---------- $17.25 - $37.10 11,338,641 5.2 years $ 24.81 =============== ========== ========= ========= Options Exercisable ------------------- Range of Number Weighted-Average Exercise Prices Outstanding Exercise Price - --------------- ----------- ---------------- $17.25 - $22.88 2,131,693 $ 19.66 $23.06 - $24.95 3,232,060 $ 24.08 $25.00 - $37.10 4,579,533 $ 28.84 --------- $17.25 - $37.10 9,943,286 $ 25.32 =============== ========= ======= 14 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries As of December 31, 2002 and 2001, the Company granted awards in the form of contingent share units to certain of its executives. The 2002 awards vest over five years with accelerated vesting of three years if performance targets are met. The performance vesting of the awards, which can range from 56,434 to 169,300 shares, is tied to growth in earnings and improved capital effectiveness over a three-year period. The 2001 awards vest over three years and can range from 75,336 to 301,344 shares dependent on growth in earnings and improved capital effectiveness. Under the 2001 plan, none of the stock units will vest if the minimum objectives are not achieved, and as of December 31, 2003, no stock units under this plan were expected to vest. No such awards were granted for 2003. Since 1994, the Company has granted one-time awards of contingent shares to certain of the Company's executives. These awards vest over a five-year period with one-third vesting on the third, fourth and fifth anniversaries of the grant. An executive must be actively employed by the Company on the vesting date for shares to be issued. Once vested, these awards do not expire. As of December 31, 2003, a total of 359,116 contingent shares granted under this plan remain outstanding, 247,456 of which are vested. As permitted by Statement of Financial Accounting Standards No. 123, 'Accounting for Stock-based Compensation' (FAS 123), the Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (APB) Opinion No. 25, 'Accounting for Stock Issued to Employees,' and its related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee must pay to acquire the stock. Compensation cost for performance stock options is recorded based on the quoted market price of the Company's stock at the end of the period. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FAS 123 to stock-based employee compensation.
2003 2002 2001 ---------- --------- --------- Net income, as reported $ 138,949 $ 135,316 $ 91,609 Add: Stock-based employee compensation cost, net of related tax effects included in net income, as reported 869 199 468 Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects (5,889) (6,622) (7,410) ---------- --------- --------- Pro forma net income $ 133,929 $ 128,893 $ 84,667 Earnings per share: Basic - as reported $ 1.44 $ 1.40 $ .96 Basic - pro forma $ 1.38 $ 1.34 $ .89 Diluted - as reported $ 1.43 $ 1.39 $ .96 Diluted - pro forma $ 1.38 $ 1.33 $ .88 ========== ========= =========
15 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries The fair value of each option grant is estimated on the date of the grant using the binomial option pricing model with the following assumptions: 2003 2002 2001 --------- --------- --------- Expected dividend yield 3.6% 3.4% 3.2% Expected stock price volatility 31.8% 34.9% 35.4% Risk-free interest rate 3.0% 4.3% 4.9% Expected life of options 4.5 years 4.2 years 4.0 years ========= ========= ========= 13. EMPLOYEE BENEFIT PLANS RETIREMENT PLANS AND RETIREE HEALTH AND LIFE INSURANCE PLANS The Company provides non-contributory defined benefit pension plans for substantially all of its United States and certain of its Mexico employees, as well as postretirement healthcare and life insurance benefits to the majority of its retirees and their eligible dependents in the United States and Canada. Effective January 1, 2004, the Company switched to a defined contribution plan for all new U.S. employees. The Company also sponsors contributory pension plans covering the majority of its employees in the United Kingdom and Canada. The Company uses a December 31 measurement date for its plans. The components of net periodic benefit cost include the following:
2003 2002 2001 ---------- ---------- ---------- RETIREMENT PLANS Service cost $ 20,209 $ 18,296 $ 15,054 Interest cost 51,767 48,210 44,523 Expected return on plan assets (55,290) (59,443) (62,748) Amortization of net translation (asset) obligation 576 552 (302) Amortization of prior service cost 1,665 1,674 1,576 Amortization of net actuarial (gain) loss 22,223 8,674 504 Special termination benefit cost 10,234 3,276 5,180 Acquisitions -- -- 48 Other 70 -- -- Effect of curtailment 611 -- -- ---------- ---------- ---------- Net periodic benefit cost $ 52,065 $ 21,239 $ 3,835 ========== ========== ========== RETIREE HEALTH AND LIFE INSURANCE PLANS Service cost $ 4,360 $ 4,177 $ 3,746 Interest cost 11,558 11,559 9,438 Expected return on plan assets (3,650) (5,552) (6,248) Amortization of prior service cost (6,581) (6,990) (5,949) Amortization of net actuarial loss 9,026 7,693 4,139 Special termination benefit cost (1,096) -- -- ---------- ---------- ---------- Net periodic benefit cost $ 13,617 $ 10,887 $ 5,126 ========== ========== ==========
16 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries The following tables set forth the plans' obligations and assets at December 31:
Retiree Health and Retirement Plans Life Insurance Plans 2003 2002 2003 2002 ------------ ------------ ------------ ------------ CHANGE IN BENEFIT OBLIGATION Benefit obligation at January 1 $ 782,287 $ 678,822 $ 175,005 $ 161,251 Service cost 20,209 18,296 4,360 4,177 Interest cost 51,767 48,210 11,558 11,559 Plan participant contributions 1,074 1,049 2,294 1,469 Plan amendments 398 1,798 -- (8,544) Actuarial loss 63,690 62,032 12,111 21,906 Benefits paid (47,721) (44,342) (17,157) (16,822) Impact of foreign exchange rates 24,860 13,146 149 9 Special termination benefit cost 10,234 3,276 -- -- Effect of curtailment (3,702) -- (1,957) -- Other 7,987 -- -- -- ------------ ------------ ------------ ------------ Benefit obligation at December 31 $ 911,083 $ 782,287 $ 186,363 $ 175,005 ------------ ------------ ------------ ------------ CHANGE IN PLAN ASSETS Fair value of plan assets at January 1 $ 648,672 $ 629,188 $ 50,576 $ 62,214 Actual return on plan assets 144,679 (59,682) 11,733 (5,775) Company contributions 29,907 115,082 2,836 9,728 Plan participant contributions 1,074 1,049 2,294 1,469 Benefits paid (47,721) (44,342) (17,157) (16,822) Impact of foreign exchange rates 17,967 9,236 -- -- Expenses paid (4,108) -- (201) -- Other -- (1,859) -- (238) ------------ ------------ ------------ ------------ Fair value of plan assets at December 31 $ 790,470 $ 648,672 $ 50,081 $ 50,576 ------------ ------------ ------------ ------------ RECONCILIATION OF FUNDED STATUS, DECEMBER 31 Funded status of plan $ (120,613) $ (133,615) $ (136,282) $ (124,429) Unrecognized net actuarial loss 303,880 342,887 106,833 113,586 Unrecognized prior service cost 7,927 9,820 (14,937) (22,557) Unrecognized net transition obligation 6,740 6,421 -- -- ------------ ------------ ------------ ------------ Net amount recognized $ 197,934 $ 225,513 $ (44,386) $ (33,400) ============ ============ ============ ============
Retirement Plans 2003 2002 ---------- --------- TOTAL RECOGNIZED AMOUNTS IN THE CONSOLIDATED BALANCE SHEETS Prepaid benefit cost included in Other Assets $ 229,784 $ 244,240 Accrued benefit liability (118,136) (98,432) Intangible asset 7,148 6,734 Accumulated other comprehensive loss 79,138 72,971 ---------- --------- Net amount recognized $ 197,934 $ 225,513 ========== =========
The accumulated benefit obligation for all defined benefit plans was $853,443 and $736,268 at December 31, 2003 and 2002, respectively. The projected benefit obligation (PBO), accumulated benefit obligation (ABO) and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were, $290,077, $277,999 and $158,953, respectively, as of December 31, 2003, and $237,330, $227,417 and $127,982, respectively, as of December 31, 2002. 17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries Assumptions The following tables set forth the major actuarial assumptions used in determining the PBO, ABO and net periodic cost.
Weighted-average assumptions used to determine benefit obligations at December 31 U.S. Foreign Plans - --------------------------------- ---- ------------- RETIREMENT PLANS AND RETIREE HEALTH AND LIFE INSURANCE PLANS: Discount Rate 2003 6.25% 5.00-6.50% 2002 6.75% 5.50-7.00% Rate of Compensation Increase 2003 4.60% 1.50-4.00% 2002 4.10% 1.50-5.00%
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31 U.S. Foreign Plans - ------------------------------------------ ---- ------------- RETIREMENT PLANS AND RETIREE HEALTH AND LIFE INSURANCE PLANS: Discount Rate 2003 6.75% 5.00-7.00% 2002 7.25% 5.50-7.00% 2001 7.50% 6.45-7.00% Expected Long-term Rate of Return 2003 8.75% 5.50-8.50% 2002 9.50% 5.50-8.50% 2001 9.50% 8.00-8.50% Rate of Compensation Increase 2003 4.60% 1.50-5.00% 2002 4.10% 1.50-5.00% 2001 4.10% 3.50-5.00%
The expected long-term rate of return assumption is based on the Company's historical plan return performance over the past 12 years. 18 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries RETIREE HEALTH AND LIFE INSURANCE PLANS The U.S. Retiree Health and Life Insurance Plan makes up 99% of the Retiree Health liability. Therefore, the following information relates to the U.S. plan only. Healthcare Cost Trend Rate 2003 11.0% 2002 12.0% Ultimate Trend Rate 2003 6.0% 2002 6.0% Year at which the Rate Reaches the Ultimate Trend Rate 2003 2008 2002 2008 Increasing the assumed trend rate for healthcare costs by one percentage point would increase the accumulated postretirement benefit obligation (APBO) and total service and interest cost component approximately $2,751 and $174, respectively. Decreasing the assumed trend rate for healthcare costs by one percentage point would decrease the APBO and total service and interest cost component approximately $2,431 and $154, respectively. Based on amendments to the U.S. plan approved in 2002, cost increases borne by the Company are limited to the Urban CPI. Retirement Plan Assets The following table sets forth the weighted-average asset allocations of the Company's retirement plans at December 31, 2003 and 2002, by asset category. Asset Category U.S. UK Canada - -------------- ---- -- ------ Equity securities 2003 68.2% 71.5% 58.0% 2002 63.3% 69.9% 58.0% Debt securities 2003 31.8% 23.1% 42.0% 2002 35.9% 24.4% 42.0% Real estate 2003 0.0% 4.0% 0.0% 2002 0.0% 4.3% 0.0% Other 2003 0.0% 1.4% 0.0% 2002 0.8% 1.4% 0.0% ---- --- --- --- Total 2003 100.0% 100.0% 100.0% 2002 100.0% 100.0% 100.0% The Company employs a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Other assets such as real estate, private equity and hedge funds may be used judiciously to enhance long-term returns while improving portfolio diversification. Risk tolerance is established through careful consideration of plan liabilities, plan funded status and corporate financial condition. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements and periodic asset/liability studies. U.S. Defined Benefit Plan The equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalizations. In January 2004, a core real estate investment of 5% was established by liquidating a portion of the equity and debt securities. The current target allocation for the investment portfolio is Equity Securities - 65%, Debt Securities - 30%, Real Estate - 5% and Other - 0%. 19 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries UK Plan The equity investments are diversified across domestic and international stocks of small and large capitalizations. The current target allocation (midpoint) for the investment portfolio is Equity Securities - 72%, Debt Securities - 22%, Real Estate - 5% and Other - 1%. Canadian Plan The equity investments are diversified across domestic and international stocks of primarily large capitalizations. The current target allocation (midpoint) for the investment portfolio is Equity Securities - 50%, Debt Securities - 50%, Real Estate - 0% and Other - 0%. Retiree Health and Life Insurance Plan Assets The following table sets forth the weighted-average asset allocations of the Company's retiree health and life insurance plans at December 31, 2003 and 2002, by asset category. As mentioned previously, the U.S. Retiree Health and Life Insurance Plan makes up 99% of the Retiree Health liability. Therefore, the following information relates to the U.S. Plan only. Asset Category - ----------------- Equity securities 2003 64.6% 2002 60.0% Debt securities 2003 33.2% 2002 36.8% Real estate 2003 0.0% 2002 0.0% Other 2003 2.2% 2002 3.2% ------- ----- Total 2003 100.0% 2002 100.0% ===== As of December 31, 2003 and 2002, approximately 74% of the assets associated with the U.S. Retiree Health and Life Insurance Plan were managed utilizing the same methodology as the U.S. Defined Benefit Plan discussed previously, including the same portfolio risk profile, investment mix and target allocation. The remaining 26% of the assets were invested as follows: December 31, December 31, 2003 2002 ------------ ------------ Equity securities (domestic) 54.4% 50.8% Debt securities (domestic) 37.1% 39.3% Real estate 0.0% 0.0% Other 8.5% 9.9% ----- ----- Contributions The Company estimates that it will make voluntary contributions of approximately $30 million to its retirement and retiree health and life insurance plans in 2004. 20 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries New Legislation On December 8, 2003, President Bush signed into law the Medicare Prescription Drug, Improvement and Modernization Act of 2003 ("the Act"). The Act expands Medicare, primarily by adding a prescription drug benefit for Medicare-eligibles starting in 2006. The Act provides employers currently sponsoring prescription drug programs for Medicare-eligibles with a range of options for coordinating with the new government-sponsored program to potentially reduce program cost. These options include supplementing the government program on a secondary payor basis or accepting a direct subsidy from the government to support a portion of the cost of the employer's program. Paragraph 40 of Statement of Financial Standards No. 106, 'Employers' Accounting for Postretirement Benefits Other Than Pensions' (FAS 106), requires that presently enacted changes in law impacting employer-sponsored retiree healthcare programs which take effect in future periods be considered in current-period measurements for benefits expected to be provided in those future periods. Therefore, under FAS 106 guidance, measures of plan liabilities and annual expense on or after the date of enactment should reflect the effects of the Act. Pursuant to guidance under FASB Staff Position 106-1, the Company has chosen to defer recognition of the potential effects of the Act in these 2003 disclosures. Therefore, the retiree health obligations and costs reported in this financial statement do not yet reflect any potential impact of the Act. Specific, authoritative guidance on the accounting for the government subsidy is pending, and that guidance, when issued, could require the Company to change previously reported information. SONOCO SAVINGS PLAN The Company also sponsors the Sonoco Savings Plan for its U.S. employees, a defined contribution retirement plan (formerly the Sonoco Employee Savings and Stock Ownership Plan). Beginning in 2002, the Company adopted the IRS "Safe Harbor" matching contributions and vesting provisions which provide 100% Company matching on the first 3% of pretax contributions, 50% Company matching on the next 2% of pretax contributions and 100% immediate vesting. The plan also provides for contributions of 1% to 30% of gross pay beginning in 2004. For 2003 and 2002, the plan provided that all eligible employees could contribute 1% to 20% of their gross pay. For 2001, the plan provided that all eligible employees could contribute 1% to 16% of their gross pay, subject to regulations of the IRS, with 50% vesting after one year and 100% vesting after two years. In 2001, the Company made matching contributions of 50% on the first 6% of pretax and/or after-tax contributions as approved by the Company's Board of Directors. The Company's contributions to the plan for 2003, 2002 and 2001 were approximately $12,000, $11,000, and $8,500, respectively. 14. INCOME TAXES The Company provides for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting requirements and tax laws. Assets and liabilities are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The provision for taxes on income for the years ended December 31 consists of the following: 21 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries
2003 2002 2001 ------------- ----------- ---------- Pretax income Domestic $ 157,889 $ 163,680 $ 127,544 Foreign 31,317 34,813 48,237 ------------- ----------- ---------- Total pretax income $ 189,206 $ 198,493 $ 175,781 ============= =========== ========== Current Federal $ 26,831 $ 23,757 $ 40,664 State 2,682 2,617 4,177 Foreign 17,109 16,284 16,112 ------------- ----------- ---------- Total current $ 46,622 $ 42,658 $ 60,953 ============= =========== ========== Deferred Federal $ 9,644 $ 20,851 $ 19,064 State 1,813 4,594 2,056 Foreign (282) 2,511 885 ------------- ----------- ---------- Total deferred $ 11,175 $ 27,956 $ 22,005 ------------- ----------- ---------- Total taxes $ 57,797 $ 70,614 $ 82,958 ============= =========== ==========
Cumulative deferred tax liabilities (assets) are comprised of the following at December 31:
2003 2002 ----------- ---------- Depreciation $ 113,600 $ 97,298 Employee benefits 107,381 102,466 Other 14,140 11,322 ----------- ---------- Gross deferred tax liabilities 235,121 211,086 ----------- ---------- Retiree health benefits (22,381) (17,314) Foreign loss carryforwards (22,576) (8,959) Capital loss carryforwards (580) (23,295) Employee benefits (40,257) (39,576) Accrued liabilities and other (41,217) (34,655) ----------- ---------- Gross deferred tax assets (127,011) (123,799) ----------- ---------- Valuation allowance on deferred tax assets 26,941 35,731 ----------- ---------- Total deferred taxes, net $ 135,051 $ 123,018 =========== ==========
The decrease in the valuation allowance for deferred tax assets of $8,790 is due to a decrease of $22,407 relating to the Company's capital loss carryforwards and an increase of $13,617 relating to net operating losses of foreign subsidiaries for which their use is limited to future taxable earnings. Approximately $63,000 of foreign subsidiary net operating loss carryforwards remain at December 31, 2003. Their use is limited to future taxable earnings of the respective foreign subsidiaries. Of these loss carryforwards, approximately $20,000 have no expiration date. The remaining loss carryforwards expire at various dates in the future. A reconciliation of the United States federal statutory tax rate to the actual consolidated tax expense is as follows:
2003 2002 2001 ---------------------- ---------------------- ---------------------- Statutory tax rate $ 66,222 35.0% $ 69,472 35.0% $ 61,523 35.0% State income taxes, net of federal tax benefit 3,085 1.6 4,989 2.5 4,096 2.3 COLI -- -- -- -- 14,613 8.3 Valuation allowance (8,790) (4.6) -- -- -- -- Other, net (2,720) (1.5) (3,847) (1.9) 2,726 1.6 ----------- ---- ----------- ---- ----------- ---- Total taxes $ 57,797 30.5% $ 70,614 35.6% $ 82,958 47.2% =========== ==== =========== ==== =========== ====
Undistributed earnings of international subsidiaries totaled $167,000 at December 31, 2003. Deferred taxes have not been provided on the undistributed earnings, as the Company considers these amounts to be indefinitely reinvested to finance international growth and expansion. If such amounts were remitted, loaned to the Company or the stock in the foreign subsidiaries sold, these earnings could become subject to tax. 22 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries The Company has resolved all issues with the IRS for all years through 1998. The Company is currently under examination for the tax years 1999 through 2001. The Company believes that it has made adequate provision for income taxes with respect to open years and any settlements may result in favorable adjustment to the amount accrued. 15. COMMITMENTS AND CONTINGENCIES The Company is a party to various legal proceedings incidental to its business and is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. As is the case with other companies in similar industries, the Company faces exposure from actual or potential claims and legal proceedings. The Company has been named as a potentially responsible party at several environmentally contaminated sites not owned by the Company. These regulatory actions and a small number of private party lawsuits represent the Company's largest potential environmental liabilities. The Company accrued $3,967 and $4,391 as of December 31, 2003 and 2002, respectively, related to environmental contingencies. Due to the complexity of determining clean-up costs associated with the sites, a reliable estimate of the ultimate cost to the Company cannot be determined. Furthermore, all of the sites are also the responsibility of other parties. The Company's liability, if any, is shared with such other parties, but the Company's share has not been finally determined in most cases. In some cases, the Company has cost-sharing agreements with other potentially responsible parties with respect to a particular site. Such agreements relate to the sharing of legal defense costs or clean-up costs, or both. The Company has assumed, for purposes of estimating amounts to be accrued, that the other parties to such cost-sharing agreements will perform as agreed. It appears that final resolution of some of the sites is years away. Accordingly, a reliable estimate of the ultimate cost to the Company with respect to such sites cannot be determined. COSTS, HOWEVER, ARE ACCRUED AS NECESSARY, ONCE REASONABLE ESTIMATES ARE DETERMINED. ACCRUED AMOUNTS ARE NOT DISCOUNTED. Although the level of future expenditures for legal and environmental matters is impossible to determine with any degree of probability, it is management's opinion that such costs, when finally determined, will not have an adverse material effect on the consolidated financial position of the Company. 16. SHAREHOLDERS' EQUITY STOCK REPURCHASES On February 7, 2001, the Board of Directors approved a new stock repurchase program authorizing the repurchase of up to 5,000,000 shares of the Company's common stock. No shares were repurchased under this program in 2003, 2002 and 2001. Under previous authorizations, the Company repurchased 92,960 shares of its common stock in 2001 at a total cost of $2,055, with an average price of $22.11 per share. At December 31, 2003, the Company had authorizations to repurchase approximately 5,300,000 shares of common stock. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share:
2003 2002 2001 ------------- ------------- ------------- Numerator: Net income $ 138,949 $ 135,316 $ 91,609 Denominator: Average common shares outstanding 96,819,000 96,373,000 95,370,000 Dilutive effect of employee stock options 310,000 805,000 437,000 ------------- ------------- ------------- Diluted outstanding shares 97,129,000 97,178,000 95,807,000 Net income per common share Basic $ 1.44 $ 1.40 $ .96 Diluted $ 1.43 $ 1.39 $ .96 ============= ============= =============
23 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries Stock options to purchase approximately 7,876,000, 6,716,000, and 3,605,000 shares for 2003, 2002 and 2001, respectively, were not dilutive and therefore were not included in the computations of diluted income per common share amounts. These options may become dilutive in future periods if the market price of the Company's common stock appreciates. No adjustments were made to reported net income in the computation of earnings per share. 17. FINANCIAL REPORTING FOR BUSINESS SEGMENTS The Company has determined that it will change its reportable segments on a prospective basis beginning with the third quarter of 2004. Accordingly, the Company has changed its disclosure of segment information for 2003, 2002 and 2001 to conform to the new segment reporting. The changes to the financial statements for the three years ended December 31, 2003 relate solely to the presentation of segment specific disclosures and had no impact on the consolidated balance sheets, statements of income, statements of changes in shareholders' equity or statements of cash flows. Other financial statement footnotes affected by this change in segment reporting include Note 2 - Acquisitions/Dispositions/Joint Ventures, Note 3 - Restructuring Programs and Note 8 - Goodwill and Intangible Assets. Previously, the Company reported its results in two segments, Industrial Packaging and Consumer Packaging. As presented below, the Company will now report results in three segments, Engineered Carriers and Paper, Consumer Packaging and Packaging Services. Sonoco will report certain smaller operations as All Other Sonoco. The Engineered Carriers and Paper segment includes the following products: high-performance paper and composite engineered carriers; paperboard; and, fiber-based construction tubes and forms. The Consumer Packaging segment includes the following products: round and shaped rigid packaging, both composite and plastic; printed flexible packaging; and, metal and plastic ends and closures. The Packaging Services segment provides the following services: packaging fulfillment; product handling; brand management; and, supply chain management. This segment also includes the production of folding cartons. All Other Sonoco represents the activities and businesses of the Company's consolidated subsidiaries that do not meet the aggregation criteria outlined in Statement of Financial Accounting Standards No. 131, 'Disclosures about Segments of an Enterprise and Related Information' (FAS 131) and therefore cannot be combined with other operating segments into a reportable segment. All Other Sonoco includes the following products: wooden, metal and composite reels for wire and cable packaging; molded plastics; custom designed protective packaging; adhesives; machinery manufacturing; and specialty packaging. Included in Corporate operating profit are restructuring charges and one-time items detailed below, interest expense and interest income. 24 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries
Engineered Years ended Carriers Consumer Packaging All Other December 31 and Paper Packaging Services Sonoco Corporate Consolidated - ----------- --------- --------- -------- ------ --------- ------------ TOTAL REVENUE(1) 2003 $ 1,334,223 $ 1,046,525 $ 185,006 $ 295,029 $ -- $ 2,860,783 2002 1,277,406 1,043,958 184,979 294,556 -- 2,800,899 2001 1,134,024 963,084 130,021 315,342 -- 2,542,471 INTERSEGMENT SALES(1,2) 2003 $ 74,391 $ 2,143 $ 386 $ 25,537 $ -- $ 102,457 2002 71,052 3,302 431 24,695 -- 99,480 2001 52,274 1,810 278 23,664 -- 78,026 SALES TO UNAFFILIATED CUSTOMERS(1) 2003 $ 1,259,832 $ 1,044,382 $ 184,620 $ 269,492 $ -- $ 2,758,326 2002 1,206,354 1,040,656 184,548 269,861 -- 2,701,419 2001 1,081,750 961,274 129,743 291,678 -- 2,464,445 OPERATING PROFIT(1,3) 2003 $ 102,938 $ 78,733 $ 7,935 $ 18,995 $ (100,268) $ 108,333 2002 127,845 86,781 6,223 25,216 (62,959) 183,106 2001 136,487 96,881 6,429 31,835 (111,653) 159,979 IDENTIFIABLE ASSETS(4) 2003 $ 1,075,707 $ 683,284 $ 49,191 $ 195,799 $ 516,652 $ 2,520,633 2002 954,765 630,632 42,807 271,483 536,752 2,436,439 2001 1,005,941 638,121 31,255 278,980 397,900 2,352,197 DEPRECIATION, DEPLETION AND AMORTIZATION(1) 2003 $ 83,647 $ 52,549 $ 3,453 $ 13,040 $ -- $ 152,689 2002 79,807 49,976 2,856 13,284 -- 145,923 2001 78,705 47,358 2,766 15,880 -- 144,709 CAPITAL EXPENDITURES(1) 2003 $ 48,612 $ 50,951 $ 5,069 $ 3,785 $ -- $ 108,417 2002 54,856 48,913 1,765 5,881 -- 111,415 2001 51,423 35,674 1,474 6,388 -- 94,959
(1) Prior year information has been restated to exclude impact of High Density film business, which has been reclassified as discontinued operations. (2) Intersegment sales are recorded at a market-related transfer price. (3) Corporate 2003, 2002 and 2001 includes restructuring costs of $(31,413), $(6,420) and $(20,686), respectively, associated with the Engineered Carriers and Paper segment; $(9,469), $(3,793) and $(24,119), respectively, associated with the Consumer Packaging segment; $(335), $0 and $(131), respectively, associated with the Packaging Services segment; $(1,806), $0 and $(2,917), respectively, associated with All Other Sonoco; and, $(7,033), $(196) and $(3,549), respectively, for unallocated Corporate. 2001 also includes goodwill amortization expenses of $(12,061), $7,252 for a gain on net legal settlements and a $(7,026) COLI adjustment. Interest expense and interest income are also shown under Corporate. (4) Identifiable assets are those assets used by each segment in its operations. Corporate assets consist primarily of cash and cash equivalents, investments in affiliates, headquarters facilities and prepaid expenses. GEOGRAPHIC REGIONS Sales to unaffiliated customers and long-lived assets by geographic region are as follows: 25 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries
2003 2002 2001 ------------- ------------- ------------- Sales to Unaffiliated Customers United States $ 1,859,609 $ 1,879,631 $ 1,709,421 Europe 392,198 348,606 313,783 Canada 262,826 241,315 214,526 All other 243,693 231,867 226,715 ------------- ------------- ------------- Total $ 2,758,326 $ 2,701,419 $ 2,464,445 ============= ============= ============= Net PPE, Goodwill and Intangibles United States $ 884,863 $ 960,273 $ 987,510 Europe 187,588 178,086 170,764 Canada 157,587 134,190 128,846 All other 120,886 105,075 111,179 ------------- ------------- ------------- Total $ 1,350,924 $ 1,377,624 $ 1,398,299 ============= ============= =============
Prior year sales information from the United States has been restated to exclude the impact of the High Density Film business, which has been reclassified as discontinued operations. Sales are attributed to countries/regions based upon the plant location from which products are shipped. Long-lived assets are comprised of property, plant and equipment, goodwill, and intangible assets (see Notes 7 and 8 to the Consolidated Financial Statements). 18. COMPREHENSIVE INCOME (LOSS) The following table summarizes the components of accumulated other comprehensive income (loss) and the changes in accumulated comprehensive income (loss), net of tax as applicable, for the years ended December 31, 2003 and 2002:
Foreign Minimum Accumulated Currency Pension Other Translation Liability Comprehensive Adjustments Adjustments Other Loss ----------- ----------- --------- ------------- Balance at January 1, 2002 $ (177,642) $ (19,502) $ (825) $ (197,969) Change during 2002 15,833 (30,921) 893 (14,195) ----------- ----------- --------- ------------ Balance at December 31, 2002 $ (161,809) $ (50,423) $ 68 $ (212,164) Change during 2003 77,903 (3,403) 1,573 76,073 ----------- ----------- --------- ------------ Balance at December 31, 2003 $ (83,906) $ (53,826) $ 1,641 $ (136,091) =========== =========== ========= ============
The cumulative tax benefit of the Minimum Pension Liability Adjustments was $25,312 and $22,548 in 2003 and 2002, respectively. Additionally, the tax liability of Other items was $940 and $148 in 2003 and 2002, respectively. 19. NEW ACCOUNTING PRONOUNCEMENTS Effective January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 143, 'Accounting for Asset Retirement Obligations' (FAS 143), which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The adoption of FAS 143 did not have a material effect on the Company's Consolidated Financial Statements. As of January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 146, 'Accounting for Costs Associated with Exit or Disposal Activities' (FAS 146), which nullifies Emerging Issues Task Force Issue No. 94-3 (Issue 94-3), 'Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).' FAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost as defined in Issue 94-3 was recognized at the date of an entity's commitment to an exit plan. The adoption of FAS 146 did not have a material effect on the Company's Consolidated Financial Statements except for the timing of the recognition of costs associated with exit or disposal activities. 26 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sonoco Products Company and Subsidiaries In April 2003, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No.149, 'Amendment of Statement 133 on Derivative Instruments and Hedging Activities' (FAS 149). FAS 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement of Financial Accounting Standards 133, 'Accounting for Derivative Instruments and Hedging Activities' (FAS 133). FAS 149 also amends certain other existing pronouncements. FAS 149 is effective for contracts entered into or modified after June 30, 2003, (except that provisions of FAS 149 that relate to FAS 133 implementation issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates) with certain exceptions and for hedging relationships designated after June 30, 2003. The adoption of FAS 149 did not have a material effect on the Company's Consolidated Financial Statements. In May 2003, the FASB issued Statement of Financial Accounting Standards No.150, 'Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity' (FAS 150). FAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within the scope of FAS 150 as a liability, which previously may have been classified as equity, consistent with the current definition of liabilities in FASB Concepts Statement No. 6, 'Elements of Financial Statements.' FAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of FAS 150 did not have a material effect on the Company's Consolidated Financial Statements. In January 2003, the FASB issued Interpretation No. 46 (FIN 46), 'Consolidation of Variable Interest Entities - an interpretation of ARB 51.' FIN 46 addresses when a company should include in its financial statements the assets, liabilities and activities of a variable interest entity. It defines variable interest entities as those entities with a business purpose that either do not have any equity investors with voting rights, or have equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 also requires disclosures about variable interest entities that a company is not required to consolidate, but in which it has a significant variable interest. FIN 46 consolidation requirements apply immediately to variable interest entities created or obtained after January 31, 2003, but this had no impact on the Company's 2003 financial statements. A modification to FIN 46 (FIN 46R) was released on December 17, 2003. FIN 46R delayed the effective date for variable interest entities created before February 1, 2003, with the exception of special-purpose entities, until the first fiscal year or interim period ending after March 15, 2004. FIN 46R delayed the effective date for special-purpose entities until the first fiscal year or interim period after December 15, 2003. The adoption of FIN 46R is not expected to have a material effect on the Company's Consolidated Financial Statements. 27
EX-99.2 6 g91150exv99w2.txt EX-99.2 EXHIBIT 99.2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Directors of Sonoco Products Company: We have reviewed the accompanying condensed consolidated balance sheet of Sonoco Products Company as of March 28, 2004, and the related condensed consolidated statements of income and cash flows for the three-month periods ended March 28, 2004, and March 30, 2003. These interim financial statements are the responsibility of the Company's management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We previously audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2003, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the year then ended (not present herein), and in our report dated January 28, 2004, except for Note 17 as to which the date is September 30, 2004, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2003, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. /s/PricewaterhouseCoopers LLP ----------------------------- PricewaterhouseCoopers LLP Charlotte, North Carolina May 4, 2004, except for Note 11 as to which the date is September 30, 2004 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars and shares in thousands)
MARCH 28, 2004 DECEMBER 31, (UNAUDITED) 2003* ----------- ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 80,398 $ 84,854 Trade accounts receivable, net of allowances 355,859 320,676 Other receivables 35,482 33,066 Inventories Finished and in process 113,186 109,080 Materials and supplies 158,352 143,116 Prepaid expenses and other 71,921 64,473 ----------- ----------- 815,198 755,265 PROPERTY, PLANT AND EQUIPMENT, NET 911,470 923,569 GOODWILL 382,792 383,954 OTHER ASSETS 456,029 457,845 ----------- ----------- Total Assets $ 2,565,489 $ 2,520,633 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Payable to suppliers $ 262,061 $ 239,300 Accrued expenses and other 209,738 211,342 Notes payable and current portion of long-term debt 199,396 201,367 Taxes on income 18,588 27,585 ----------- ----------- 689,783 679,594 LONG-TERM DEBT 469,513 473,220 PENSION AND OTHER POSTRETIREMENT BENEFITS 143,588 137,494 DEFERRED INCOME TAXES AND OTHER 223,828 216,165 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Common stock, no par value Authorized 300,000 shares 97,783 and 97,217 shares outstanding, of which 97,493 and 96,969 were issued at March 28, 2004 and December 31, 2003, respectively 7,175 7,175 Capital in excess of stated value 348,718 337,136 Accumulated other comprehensive loss (139,440) (136,091) Retained earnings 822,324 805,940 ----------- ----------- Total Shareholders' Equity 1,038,777 1,014,160 ----------- ----------- Total Liabilities and Shareholders' Equity $ 2,565,489 $ 2,520,633 =========== ===========
* The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principals. See accompanying Notes to Condensed Consolidated Financial Statements 1 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Dollars and shares in thousands except per share data)
THREE MONTHS ENDED --------------------- MARCH 28, MARCH 30, 2004 2003 --------- --------- Net sales $ 695,416 $ 656,480 Cost of sales 573,834 532,565 Selling, general and administrative expenses 70,495 70,385 Restructuring charges (see Note 4) 1,328 1,137 --------- --------- Income before interest and taxes 49,759 52,393 Interest expense 9,923 12,730 Interest income (1,175) (447) --------- --------- Income before income taxes 41,011 40,110 Provision for income taxes 5,425 14,440 --------- --------- Income before equity in earnings of affiliates/minority interest in subsidiaries 35,586 25,670 Equity in earnings of affiliates/minority interest in subsidiaries 1,254 1,643 --------- --------- Income from continuing operations 36,840 27,313 Income from discontinued operations, net of income tax -- 1,685 --------- --------- Net income $ 36,840 $ 28,998 ========= ========= Average common shares outstanding: Basic 97,608 96,672 Diluted 98,181 96,958 --------- --------- Per common share Net income: Basic $ 0.38 $ 0.30 Diluted $ 0.38 $ 0.30 Cash dividends - common $ 0.21 $ 0.21 ========= =========
See accompanying Notes to Condensed Consolidated Financial Statements 2 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands)
THREE MONTHS ENDED --------------------- MARCH 28, MARCH 30, 2004 2003 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 36,840 $ 28,998 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 36,970 39,258 Equity in earnings of affiliates/minority interest in subsidiaries (1,254) (1,643) Cash dividends from affiliated companies 950 300 Loss (gain) on disposition of assets 51 (113) Deferred taxes (64) 4,355 Change in assets and liabilities, net of effects from acquisitions, dispositions and foreign currency adjustments: Receivables (37,629) (39,671) Inventories (19,798) (13,801) Prepaid expenses (7,724) (3,261) Payables and taxes 6,563 18,586 Other assets and liabilities 8,172 7,647 --------- --------- Net cash provided by operating activities 23,077 40,655 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (24,908) (25,425) Proceeds from the sale of assets 991 448 --------- --------- Net cash used in investing activities (23,917) (24,977) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of debt 10,577 6,431 Principal repayment of debt (10,274) (3,200) Net increase in commercial paper borrowings -- 1,500 Net increase in bank overdrafts 5,419 11,077 Cash dividends - common (20,457) (20,256) Common shares issued 10,963 1,049 --------- --------- Net cash used in financing activities (3,772) (3,399) EFFECTS OF EXCHANGE RATE CHANGES ON CASH 156 1 --------- --------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (4,456) 12,280 Cash and cash equivalents at beginning of period 84,854 31,405 Cash and cash equivalents at end of period $ 80,398 $ 43,685 ========= =========
See accompanying Notes to Condensed Consolidated Financial Statements 3 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) NOTE 1: BASIS OF INTERIM PRESENTATION In the opinion of the management of Sonoco Products Company (the "Company"), the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows for the interim periods reported herein. Operating results for the three months ended March 28, 2004, are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's annual report for the fiscal year ended December 31, 2003. With respect to the unaudited condensed consolidated financial information of the Company for the three month periods ended March 28, 2004 and March 30, 2003 included in this Form 10-Q, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated May 4, 2004 appearing herein, states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act. Beginning in the second quarter of 2003, the Company reclassified shipping and handling costs related to third-party shipments from net sales to cost of sales on the Condensed Consolidated Statements of Income in all periods presented. The Company's Condensed Consolidated Statement of Income for the first quarter of 2003 has been restated to reflect this reclassification. Because this reclassification increased net sales and cost of sales by the same amount, it did not affect previously reported net income. During the fourth quarter of 2003, the Company completed the sale of its High Density Film business to Hilex Poly Co., LLC, Los Angeles, California. Operating results of this business have been presented for the first quarter of 2003 as "Income from discontinued operations, net of income taxes" in the Company's Condensed Consolidated Statements of Income. Items included in the Notes to Condensed Consolidated Financial Statements that relate to the Consolidated Statement of Income for the first quarter of 2003 have been restated to reflect the reclassification of the Company's High Density Film business as discontinued operations. NOTE 2: DISCONTINUED OPERATIONS The financial statements and accompanying notes for prior periods have been restated to report the revenues and expenses of the components of the Company that were disposed of separately as discontinued operations. Income from discontinued operations, net of income taxes for the first quarter of 2003 represents the results of operations of the Company's High Density Film business, which was sold in December 2003. 4 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following table sets forth the operating results for the business unit, which was previously reported in the Company's Consumer Packaging segment:
Three Months Ended March 30, 2003 ------------------ Net sales $ 44,707 =========== Income before income taxes $ 2,632 Provision for income taxes 947 ----------- Income from discontinued operations, net of income taxes $ 1,685 =========== Income from discontinued operations, net of income taxes - per diluted share $ 0.02
No interest expense or income was allocated to this business unit. The Company has no material continuing involvement in the management or operations of the divested business. NOTE 3: EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended ------------------------------ MARCH 28, 2004 MARCH 30, 2003 -------------- -------------- Numerator: Income from continuing operations $ 36,840 $ 27,313 Income from discontinued operations, net of income taxes -- 1,685 -------------- -------------- Net income $ 36,840 $ 28,998 ============== ============== Denominator: Average common shares outstanding 97,608 96,672 Dilutive effect of: Employee stock options 365 125 Contingent employee share awards 208 161 -------------- -------------- Dilutive shares outstanding 98,181 96,958 ============== ============== Basic earnings per common share: Income from continuing operations $ 0.38 $ 0.28 Income from discontinued operations, net of income taxes -- 0.02 -------------- -------------- Net income $ 0.38 $ 0.30 ============== ============== Diluted earnings per common share: Income from continuing operations $ 0.38 $ 0.28 Income from discontinued operations, net of income taxes -- 0.02 -------------- -------------- Net income $ 0.38 $ 0.30 ============== ==============
5 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Stock options to purchase approximately 5,378 and 8,657 shares at March 28, 2004 and March 30, 2003, respectively, were not dilutive and, therefore, are not included in the computations of diluted income per common share amounts. No adjustments were made to reported net income in the computations of earnings per share. NOTE 4: RESTRUCTURING PROGRAMS In August 2003, the Company announced general plans to reduce its overall cost structure by $54,000 pretax by realigning and centralizing a number of staff functions and eliminating excess plant capacity. Pursuant to these plans, the Company has initiated or completed 13 plant closings and has terminated approximately 740 employees. As of March 28, 2004, the Company had incurred cumulative charges, net of adjustments, of approximately $54,426 pretax associated with these activities. Of this amount, $34,636 was related to the Engineered Carriers and Paper segment, $10,239 was related to the Consumer Packaging segment, $333 was attributed to the Packaging Services segment, $2,146 was related to All Other Sonoco, and $7,072 was associated with Corporate. These restructuring charges, net of adjustments, consisted of severance and termination benefits of $41,446, asset impairment charges of $8,604 and other exit costs of $4,376. The Company expects to recognize an additional cost of approximately $9,500 pretax in the future associated with these activities. The Company also expects to announce throughout the remainder of 2004 the closing of an additional five to ten plants in furtherance of these plans. The costs associated with these future plant closings have not yet been determined. During the first quarter of 2004, the Company recognized restructuring charges, net of adjustments, of $1,328 ($861 after tax), which are reflected as "Restructuring charges" on the Company's Condensed Consolidated Statements of Income. Of these charges, $877 was attributed to the Engineered Carriers and Paper segment, $101 was related to the Consumer Packaging segment and $350 was associated with All Other Sonoco. These restructuring charges, net of adjustments, consisted of severance and termination benefits of $575, asset impairment charges of $223 and other exit costs of $530. During the first quarter of 2003, the Company recognized restructuring charges, net of adjustments, of $1,137 ($728 after tax) related to previously announced restructuring plans that were completed prior to December 31, 2003. These charges were primarily associated with severance costs in Europe in the Engineered Carriers and Paper segment as well as lease termination and restoration costs associated with prior plant closings in the Consumer Packaging segment. Additionally, the Company's High Density Film business, which was divested in December 2003, incurred restructuring charges of approximately $200 ($128 after tax) in the first quarter of 2003. The following table sets forth the activity in the restructuring accrual included in "Accrued expenses and other" on the Company's Condensed Consolidated Balance Sheets. Restructuring charges are included in "Restructuring charges" on the Company's Condensed Consolidated Statements of Income. In accordance with the agreement of sale for the High Density Film business, the liability of that business associated with the restructuring has been retained by the Company and is, therefore, included in the table below: 6 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited)
SEVERANCE AND OTHER TERMINATION ASSET EXIT BENEFITS IMPAIRMENT COSTS TOTAL ----------- ---------- -------- ------- Beginning liability December 31, 2003 $ 14,708 $ -- $ 6,386 $21,094 New charges 759 246 634 1,639 Cash payments (6,966) -- (1,730) (8,696) Asset impairment -- (223) -- (223) Adjustments (184) (23) (104) (311) ----------- ---------- -------- ------- Ending liability March 28, 2004 $ 8,317 $ -- $ 5,186 $13,503 =========== ========== ======== =======
During the first quarter of 2004, the Company recognized writeoffs of impaired equipment in the Engineered Carriers and Paper segment in the amount of $223. Other exit costs are primarily associated with lease termination and other miscellaneous plant closing costs. The Company expects to pay the remaining restructuring costs, with the exception of ongoing pension subsidies and certain building lease termination expenses, by the end of the first quarter of 2005, using cash generated from operations. NOTE 5: COMPREHENSIVE INCOME The following table reconciles net income to comprehensive income:
Three Months Ended ------------------------------ MARCH 28, 2004 MARCH 30, 2003 -------------- -------------- Net income $ 36,840 $ 28,998 Other comprehensive income: Foreign currency translation adjustments (4,224) 14,097 Other adjustments, net of income tax 875 1,194 -------------- -------------- Comprehensive income $ 33,491 $ 44,289 ============== ==============
The following table summarizes the components of accumulated other comprehensive income and the changes in accumulated other comprehensive income, net of tax as applicable, for the quarter ended March 28, 2004:
FOREIGN MINIMUM ACCUMULATED CURRENCY PENSION OTHER TRANSLATION LIABILITY COMPREHENSIVE ADJUSTMENT ADJUSTMENT OTHER LOSS ----------- ---------- ------- ------------- Balance at December 31, 2003 $ (83,906) $ (53,826) $ 1,641 $ (136,091) Year-to-date change (4,224) -- 875 (3,349) ----------- ---------- ------- ------------- Balance at March 28, 2004 $ (88,130) $ (53,826) $ 2,516 $ (139,440) =========== ========== ======= =============
The cumulative tax benefit of the Minimum Pension Liability Adjustments was $25,312 at March 28, 2004 and December 31, 2003. Additionally, the deferred tax liability of Other items was $1,254 and $940 at March 28, 2004 and December 31, 2003, respectively. 7 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) NOTE 6: GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill A summary of the changes in goodwill for the quarter ended March 28, 2004 is as follows:
ENGINEERED CARRIERS CONSUMER PACKAGING AND PAPER PACKAGING SERVICES ALL OTHER SEGMENT SEGMENT SEGMENT SONOCO TOTAL ----------- ---------- --------- --------- ---------- Balance as of January 1, 2004 $ 151,469 $ 165,376 $ 1,263 $ 65,846 $ 383,954 Foreign currency translation (102) (1,115) 64 (9) (1,162) ----------- ---------- --------- --------- ---------- Balance as of March 28, 2004 $ 151,367 $ 164,261 $ 1,327 $ 65,837 $ 382,792 =========== ========== ========= ========= ==========
Other Intangible Assets A summary of other intangible assets as of March 28, 2004 and December 31, 2003 is as follows: March 28, 2004 December 31, 2003 ----------------------- ---------------------- GROSS GROSS CARRYING ACCUMULATED CARRYING ACCUMULATED AMOUNT AMORTIZATION AMOUNT AMORTIZATION --------- ------------ -------- ------------ Patents $ 3,268 $ (2,626) $ 3,268 $ (2,564) Customer lists 38,223 (5,127) 38,223 (4,630) Land use rights 5,873 (1,999) 5,873 (1,963) Supply agreements 5,261 (4,030) 5,261 (3,715) Other 6,404 (2,978) 6,404 (2,756) --------- ------------ -------- ------------ Total $ 59,029 $ (16,760) $ 59,029 $ (15,628) ========= ============ ======== ============ Aggregate amortization expense on intangible assets was $1,132 and $971 for the three months ended March 28, 2004 and March 30, 2003, respectively. Amortization expense on the other intangible assets identified in the table above is expected to approximate $3,800 in 2004, $3,800 in 2005, $3,500 in 2006, $3,200 in 2007 and $3,000 in 2008. Other intangible assets are included in "Other Assets" on the Company's Condensed Consolidated Balance Sheets. NOTE 7: DIVIDEND DECLARATIONS On February 4, 2004, the Board of Directors declared a regular quarterly dividend of $0.21 per share. This dividend was paid March 10, 2004 to all shareholders of record as of February 20, 2004. On April 21, 2004, the Board of Directors declared a regular quarterly dividend of $0.22 per share, payable June 10, 2004 to all shareholders of record as of May 21, 2004. NOTE 8: STOCK PLANS As permitted by Statement of Financial Accounting Standards No. 123, 'Accounting for Stock-Based Compensation' (FAS 123), the Company has elected to account for its stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (APB) Opinion No. 25, 'Accounting for Stock Issued to Employees,' and its related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee must pay to acquire the stock. Compensation cost for performance stock options is recorded based on the quoted market price of the Company's stock at the end of the period. 8 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FAS 123 to stock-based employee compensation.
Three Months Ended ------------------------------- MARCH 28, 2004 MARCH 30, 2003 -------------- -------------- Net income, as reported $ 36,840 $ 28,998 Add: Stock-based employee compensation cost, net of related tax effects, included in net income, as reported 399 224 Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects (1,243) (1,425) -------------- -------------- Proforma net income $ 35,996 $ 27,797 ============== ============== Earnings per share: Basic - as reported $ 0.38 $ 0.30 Basic - proforma $ 0.37 $ 0.29 Diluted - as reported $ 0.38 $ 0.30 Diluted - proforma $ 0.37 $ 0.29
NOTE 9: EMPLOYEE BENEFIT PLANS The Company provides non-contributory defined benefit pension plans for substantially all of its United States and certain of its Mexico employees, as well as postretirement healthcare and life insurance benefits to the majority of its retirees and their eligible dependents in the United States and Canada. Effective January 1, 2004, the Company established a defined contribution plan for all new U.S. employees. The defined benefit plans discussed above remain in place for all U.S. employees whose employment with the Company began prior to January 1, 2004. The Company also sponsors contributory pension plans covering the majority of its employees in the United Kingdom and Canada. The components of net periodic benefit cost include the following: Three Months Ended ------------------------------- MARCH 28, 2004 MARCH 30, 2003 -------------- -------------- RETIREMENT PLANS Service cost $ 5,925 $ 5,052 Interest cost 14,267 12,942 Expected return on plan assets (16,490) (13,823) Amortization of net transition (asset) obligation 150 144 Amortization of prior service cost 363 416 Amortization of net actuarial (gain) loss 5,242 5,556 -------------- -------------- Net periodic benefit cost $ 9,457 $ 10,287 ============== ============== 9 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) RETIREE HEALTH AND LIFE INSURANCE PLANS Service cost $ 1,281 $ 1,090 Interest cost 2,932 2,877 Expected return on plan assets (880) (913) Amortization of prior service cost (1,529) (1,645) Amortization of net actuarial loss 2,448 2,257 -------------- -------------- Net periodic benefit cost $ 4,252 $ 3,666 ============== ==============
During the three months ended March 28, 2004, the Company made voluntary contributions of $7,900 to its retirement and retiree health and life insurance plans. The Company anticipates that it will make additional voluntary contributions of approximately $15,000 to these plans in 2004. On December 8, 2003, President Bush signed into law the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act"). The Act expands Medicare, primarily by adding a prescription drug benefit for Medicare-eligibles starting in 2006. The Act provides employers currently sponsoring prescription drug programs for Medicare-eligibles with a range of options for coordinating with the new government-sponsored program to potentially reduce program cost. These options include supplementing the government program on a secondary payor basis or accepting a direct subsidy from the government to support a portion of the cost of the employer's program. Paragraph 40 of Statement of Financial Accounting Standards No. 106, 'Employers' Accounting for Postretirement Benefits Other Than Pensions' (FAS 106), requires that presently enacted changes in law impacting employer-sponsored retiree health care programs which take effect in future periods be considered in current-period measurements for benefits expected to be provided in those future periods. Therefore, under FAS 106 guidance, measures of plan liabilities and annual expense on or after the date of enactment should reflect the effects of the Act. Pursuant to guidance under FASB Staff Position 106-1, however, the Company has chosen to defer recognition of the potential effects of the Act in these disclosures. Therefore, the retiree health obligations and costs reported in these financial statements or accompanying notes do not yet reflect any potential impact of the Act. Specific, authoritative guidance on the accounting for the government subsidy is pending, and that guidance, when issued, could require the Company to change previously reported information. NOTE 10: NEW ACCOUNTING PRONOUNCEMENTS In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, 'Consolidation of Variable Interest Entities - an interpretation of ARB 51' (FIN 46). FIN 46 addresses when a company should include in its financial statements the assets, liabilities and activities of a variable interest entity. It defines variable interest entities as those entities with a business purpose that either do not have equity investors with voting rights in proportion to such investors' equity, or have investors that do not provide financial resources in proportion to such investors' equity for the entity to support its activities and have equity investors that lack a controlling financial interest. FIN 46 also requires disclosures about variable interest entities that a company is not required to consolidate, but in which it has a significant variable interest. FIN 46 consolidation requirements apply immediately to variable interest entities created or obtained after January 31, 2003, but this had no impact on the Company's 2003 financial statements. A modification to FIN 46 (FIN 46R) was released on December 17, 2003. FIN 46R delayed the 10 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) effective date for variable interest entities created before February 1, 2003, with the exception of special-purpose entities, until the first fiscal year or interim period after December 15, 2003. As of January 1, 2004, the Company adopted FIN 46R. In conjunction with this adoption, the Company performed an evaluation of variable interest entities in which it has an ownership, contractual or other monetary interest and adopted FIN 46R. The adoption of FIN 46R did not have a material effect on the Company's Condensed Consolidated Financial Statements. NOTE 11: FINANCIAL SEGMENT INFORMATION The Company has determined that it will change its reportable segments on a prospective basis beginning with the third quarter of 2004. Accordingly, the Company has changed its disclosure of segment information for the three months ended March 28, 2004 and March 30, 2003 to conform to the new segment reporting. The changes to the financial statements for the three months ended March 28, 2004 and March 30, 2003 relate solely to the presentation of segment specific disclosures and had no impact on the condensed consolidated balance sheets, statements of income or statements of cash flows. Other financial statement footnotes affected by this change in segment reporting include Note 4 - Restructuring Programs and Note 6 - Goodwill and Intangible Assets. Previously, the Company reported its results in two segments, Industrial Packaging and Consumer Packaging. As presented below, the Company will now report results in three segments, Engineered Carriers and Paper, Consumer Packaging and Packaging Services. Sonoco will report certain smaller operations as All Other Sonoco. The Engineered Carriers and Paper segment includes the following products: high-performance paper and composite engineered carriers; paperboard; and, fiber-based construction tubes and forms. The Consumer Packaging segment includes the following products: round and shaped rigid packaging, both composite and plastic; printed flexible packaging; and, metal and plastic ends and closures. The Packaging Services segment provides the following services: packaging fulfillment; product handling; brand management; and, supply chain management. The Packaging Services segment also includes the production of folding cartons. All Other Sonoco represents the activities and businesses of the Company's consolidated subsidiaries that do not meet the aggregation criteria outlined in Statement of Financial Accounting Standards No. 131, 'Disclosures about Segments of an Enterprise and Related Information' (FAS 131) and therefore cannot be combined with other operating segments into a reportable segment. All Other Sonoco includes the following products: wooden, metal and composite reels for wire and cable packaging; molded plastics; custom designed protective packaging; adhesives; machinery manufacturing; and specialty packaging. The following table sets forth net sales and operating profit for the Company's financial segments. Operating profit at the segmental level is defined as "Income before interest and income taxes" on the Company's Condensed Consolidated Statements of Income adjusted for restructuring charges, which are not allocated to the financial segments. 11 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) FINANCIAL SEGMENT INFORMATION (Unaudited)
Three Months Ended ------------------------------- MARCH 28, 2004 MARCH 30, 2003 -------------- -------------- Net Sales: Engineered Carriers and Paper $ 313,488 $ 293,849 Consumer Packaging 256,405 252,368 Packaging Services 53,073 45,331 All Other Sonoco 72,450 64,932 -------------- -------------- Consolidated $ 695,416 $ 656,480 ============== ============== Income before income taxes: Engineered Carriers and Paper - Operating Profit $ 20,747 $ 25,126 Consumer Packaging - Operating Profit 17,853 21,346 Packaging Services - Operating Profit 5,486 2,201 All Other Sonoco - Operating Profit 7,001 4,857 Restructuring charges (1,328) (1,137) Interest, net (8,748) (12,283) -------------- -------------- Consolidated $ 41,011 $ 40,110 ============== ==============
Prior year information has been restated to exclude the impact of the Company's High Density Film business, which has been reclassified as discontinued operations on the Condensed Consolidated Statements of Income. NOTE 12: COMMITMENTS AND CONTINGENCIES The Company is a party to various legal proceedings incidental to its business and is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. As is the case with other companies in similar industries, the Company faces exposure from actual or potential claims and legal proceedings. The Company cannot currently determine the final outcome of the proceedings described below or the ultimate amount of potential losses. Pursuant to Statement of Financial Accounting Standards No. 5, 'Accounting for Contingencies' (FAS 5), management records accruals for estimated losses at the time that information becomes available indicating that losses are probable and that the amounts are reasonably estimable. Accrued amounts are not discounted. Although the level of future expenditures for legal and environmental matters is impossible to determine with any degree of probability, it is management's opinion that such costs, when finally determined, will not have an adverse material effect on the consolidated financial position of the Company. Sonoco-U.S. Paper Lawsuit On April 30, 2004, the Company announced that the U.S. District Court for the Southern District of Ohio had entered a judgment against its subsidiary, Sonoco-U.S. Paper, and the Company in the amount of $3,750 in a case involving alleged trade secrets of the plaintiff. Although not covered by the judgment, the plaintiff may also make claim for certain litigation expenses. While the Company is currently considering what legal steps to take with respect to this judgment, during the first quarter of 2004, it accrued approximately $5,500 related to this legal proceeding. Environmental Matters The Company has been named as a potentially responsible party at several environmentally contaminated sites not owned by the Company. These regulatory actions and a small number of private party lawsuits represent the Company's largest potential environmental liabilities. As of March 28, 2004 and December 31, 2003, the Company had accrued $3,909 and $3,967, respectively, related to environmental contingencies. Due to the complexity of determining clean-up costs associated with the sites, a reliable estimate of the ultimate cost to the Company cannot be determined. Furthermore, all of the sites are also the responsibility of other parties. The Company's 12 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) liability, if any, is shared with such other parties, but the Company's share has not been finally determined in most cases. In some cases, the Company has cost-sharing agreements with other potentially responsible parties with respect to a particular site. Such agreements relate to the sharing of legal defense costs or clean-up costs, or both. The Company has assumed, for purposes of estimating amounts to be accrued, that the other parties to such cost-sharing agreements will perform as agreed. It appears that final resolution of some of the sites is years away. Accordingly, a reliable estimate of the ultimate cost to the Company with respect to such sites cannot be determined. NOTE 13: SUBSEQUENT EVENTS European Joint Venture On April 19, 2004, the Company announced that it had signed a definitive agreement with Ahlstrom Corporation, Helsinki, Finland ("Ahlstrom") to combine each of the companies' respective European paper-based tube/core and coreboard operations into a joint venture that will operate under the name Sonoco-Alcore S.a.r.l. The Company, which will contribute to the joint venture ownership positions in 25 tube and core plants and six paper mills, will hold a 64.5% interest in the joint venture. Ahlstrom, a leader in high-performance fiber-based materials serving niche markets worldwide, will contribute 15 tube and core plants and one paper mill to the joint venture and will hold a 35.5% interest in it. Total sales in 2003 for the properties being contributed by the Company and Ahlstrom to this joint venture were approximately $235,000 and $102,000, respectively. This joint venture is expected to be finalized by the end of the third quarter of 2004. Following an initial two and one-half year standstill period and subject to certain conditions, Ahlstrom will have the right to require (through a put option arrangement) the Company to buy the shares not owned by the Company at any time over the next three and one-half years. During the seventh year, the Company will have the right to purchase the shares (through a call option arrangement). The price of the share purchase will be determined using a formula related to an earnings multiple at the time such shares might be put or called. In a separate but related transaction, the Company has signed an agreement to purchase 100% of Ahlstrom's Chinese paper tube/core operation in Shouguang to serve the rapidly growing Chinese market for paper mill cores. This operation will not be part of the joint venture. Acquisition of CorrFlex Graphics On April 29, 2004, the Company announced that it had signed a definitive agreement to acquire CorrFlex Graphics, LLC ("CorrFlex") for an all-cash purchase price of approximately $250,000. CorrFlex, which is privately held, is one of the nation's largest point-of-purchase display companies. The acquisition is expected to be moderately accretive in the first year and is expected to generate sales on an annualized basis of approximately $200,000 for 2004. The acquisition will be known as Sonoco CorrFlex and is expected to close by the end of the second quarter of 2004. 13
EX-99.3 7 g91150exv99w3.txt EX-99.3 EXHIBIT 99.3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Directors of Sonoco Products Company: We have reviewed the accompanying condensed consolidated balance sheet of Sonoco Products Company as of June 27, 2004, and the related condensed consolidated statements of income for the three-month and six-month periods ended June 27, 2004, and June 29, 2003 and the condensed consolidated statements of cash flows for the six-month periods ended June 27, 2004 and June 29, 2003. These interim financial statements are the responsibility of the Company's management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We previously audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2003, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the year then ended (not present herein), and in our report dated January 28, 2004, except for Note 17 as to which the date is September 30, 2004, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2003, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. /s/PricewaterhouseCoopers LLP ----------------------------- PricewaterhouseCoopers LLP Charlotte, North Carolina July 28, 2004, except for Note 13 as to which the date is September 30, 2004 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars and shares in thousands)
JUNE 27, 2004 DECEMBER 31, (UNAUDITED) 2003* ----------- ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 65,249 $ 84,854 Trade accounts receivable, net of allowances 387,407 320,676 Other receivables 39,974 33,066 Inventories Finished and in process 112,253 109,080 Materials and supplies 172,487 143,116 Prepaid expenses and other 79,421 64,473 ----------- ------------ 856,791 755,265 PROPERTY, PLANT AND EQUIPMENT, NET 942,536 923,569 GOODWILL 538,055 383,954 OTHER ASSETS 492,963 457,845 ----------- ------------ Total Assets $ 2,830,345 $ 2,520,633 =========== ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Payable to suppliers $ 257,148 $ 239,300 Accrued expenses and other 219,915 211,342 Notes payable and current portion of long-term debt 206,358 201,367 Taxes on income 8,255 27,585 ----------- ------------ 691,676 679,594 LONG-TERM DEBT 733,892 473,220 PENSION AND OTHER POSTRETIREMENT BENEFITS 147,830 137,494 DEFERRED INCOME TAXES AND OTHER 212,556 216,165 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Common stock, no par value Authorized 300,000 shares 97,986 and 97,217 shares outstanding, of which 97,695 and 96,969 were issued at June 27, 2004 and December 31, 2003, respectively 7,175 7,175 Capital in excess of stated value 353,726 337,136 Accumulated other comprehensive loss (152,319) (136,091) Retained earnings 835,809 805,940 ----------- ------------ Total Shareholders' Equity 1,044,391 1,014,160 ----------- ------------ Total Liabilities and Shareholders' Equity $ 2,830,345 $ 2,520,633 =========== ============
* The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principals. See accompanying Notes to Condensed Consolidated Financial Statements 1 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Dollars and shares in thousands except per share data)
THREE MONTHS ENDED SIX MONTHS ENDED ---------------------- ------------------------- JUNE 27, JUNE 29, JUNE 27, JUNE 29, 2004 2003 2004 2003 --------- ---------- ----------- ----------- Net sales $ 763,902 $ 684,567 $ 1,459,318 $ 1,341,047 Cost of sales 620,753 560,805 1,194,587 1,093,370 Selling, general and administrative expenses 76,969 68,299 147,464 138,684 Restructuring charges (see Note 5) 5,768 7,828 7,096 8,965 --------- ---------- ----------- ----------- Income before interest and taxes 60,412 47,635 110,171 100,028 Interest expense 11,518 13,979 21,441 26,709 Interest income (1,196) (509) (2,371) (956) --------- ---------- ----------- ----------- Income before income taxes 50,090 34,165 91,101 74,275 Provision for income taxes 17,795 14,476 23,220 28,916 --------- ---------- ----------- ----------- Income before equity in earnings of affiliates/minority interest in subsidiaries 32,295 19,689 67,881 45,359 Equity in earnings (loss) of affiliates/minority interest in subsidiaries 2,660 1,681 3,914 3,324 --------- ---------- ----------- ----------- Income from continuing operations 34,955 21,370 71,795 48,683 Income from discontinued operations, net of income tax -- 1,463 -- 3,148 --------- ---------- ----------- ----------- Net income $ 34,955 $ 22,833 $ 71,795 $ 51,831 ========= ========== =========== =========== Average common shares outstanding: Basic 97,890 96,696 97,754 96,684 Diluted 98,691 96,956 98,441 96,957 --------- ---------- ----------- ----------- Per common share Basic: From continuing operations $ 0.36 $ 0.22 $ 0.73 $ 0.51 From discontinued operations $ - $ 0.02 $ - $ 0.03 --------- ---------- ----------- ----------- Net income $ 0.36 $ 0.24 $ 0.73 $ 0.54 Diluted: From continuing operations $ 0.35 $ 0.22 $ 0.73 $ 0.50 From discontinued operations $ - $ 0.02 $ - $ 0.03 --------- ---------- ----------- ----------- Net income $ 0.35 $ 0.24 $ 0.73 $ 0.53 Cash dividends - common $ 0.22 $ 0.21 $ 0.43 $ 0.42 ========= ========== =========== ===========
See accompanying Notes to Condensed Consolidated Financial Statements 2 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands)
SIX MONTHS ENDED ---------------------- JUNE 27, JUNE 29, 2004 2003 ---------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 71,795 $ 51,831 Adjustments to reconcile net income to net cash provided by operating activities: Restructuring reserve (noncash) 1,698 729 Depreciation, depletion and amortization 73,280 79,149 Equity in earnings of affiliates/minority interest in subsidiaries (3,914) (3,324) Cash dividends from affiliated companies 1,650 1,325 Loss (gain) on disposition of assets 2,179 (502) Deferred taxes 1,256 5,587 Change in assets and liabilities, net of effects from acquisitions, dispositions and foreign currency adjustments: Receivables (48,662) (43,846) Inventories (29,218) (29,002) Prepaid expenses (14,425) (12,476) Payables and taxes 864 8,783 Other assets and liabilities (1,977) 26,196 ---------- --------- Net cash provided by operating activities 54,526 84,450 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (53,540) (52,787) Cost of acquisitions, exclusive of cash acquired (259,981) (1,275) Proceeds from the sale of assets 3,315 1,372 ---------- --------- Net cash used in investing activities (310,206) (52,690) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of debt 169,141 20,938 Principal repayment of debt (12,935) (10,199) Net increase in commercial paper borrowings 108,000 (1,500) Net increase in bank overdrafts 157 10,469 Cash dividends - common (41,926) (40,514) Common shares issued 14,855 1,070 ---------- --------- Net cash provided by (used in) financing activities 237,292 (19,736) EFFECTS OF EXCHANGE RATE CHANGES ON CASH (1,217) 552 ---------- --------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (19,605) 12,576 Cash and cash equivalents at beginning of period 84,854 31,405 Cash and cash equivalents at end of period $ 65,249 $ 43,981 ========== =========
See accompanying Notes to Condensed Consolidated Financial Statements 3 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) NOTE 1: BASIS OF INTERIM PRESENTATION In the opinion of the management of Sonoco Products Company (the "Company"), the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows for the interim periods reported herein. Operating results for the three and six months ended June 27, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's annual report for the fiscal year ended December 31, 2003. With respect to the unaudited condensed consolidated financial information of the Company for the three and six month periods ended June 27, 2004 and June 29, 2003 included in this Form 10-Q, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated July 28, 2004 appearing herein, states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act. During the fourth quarter of 2003, the Company completed the sale of its High Density Film business to Hilex Poly Co., LLC, Los Angeles, California. Operating results of this business have been presented for the three and six months ended June 29, 2003 as "Income from discontinued operations, net of income taxes" in the Company's Condensed Consolidated Statements of Income. Items included in the Notes to Condensed Consolidated Financial Statements that relate to the Consolidated Statement of Income for the three and six months ended June 29, 2003 have been restated to reflect the reclassification of the Company's High Density Film business as discontinued operations. NOTE 2: ACQUISITIONS/JOINT VENTURES Acquisition of CorrFlex Graphics, LLC On May 28, 2004, the Company completed its purchase of CorrFlex Graphics, LLC ("CorrFlex") for an all-cash purchase price of approximately $250,000. CorrFlex, a privately held company, is one of the nation's largest point-of-purchase display companies. The acquired business, which is known as Sonoco CorrFlex, LLC, is reflected in the Packaging Services segment beginning in June of 2004. The unaudited proforma combined historical results, as if CorrFlex had been acquired at the beginning of fiscal 2003 and 2004 are estimated to be:
Three Months Ended Six Months Ended --------------------- ---------------------- JUNE 27, JUNE 29, JUNE 27, JUNE 29, 2004 2003 2004 2003 --------- ---------- ---------- ---------- Net sales $ 792,651 $ 721,250 $1,531,190 $1,423,598 Net income $ 36,614 $ 22,963 $ 75,942 $ 54,446 ========= ========== ========== ========== Diluted earnings per common share $ 0.37 $ 0.24 $ 0.77 $ 0.56 ========= ========== ========== ==========
4 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The proforma results include amortization of intangibles and interest expense on debt assumed to finance the purchase. The proforma results are not necessarily indicative of what actually would have occurred if the acquisition had been completed as of the beginning of each period presented, nor are they necessarily indicative of future consolidated results. European Joint Venture On April 19, 2004, the Company announced that it had signed a definitive agreement with Ahlstrom Corporation, Helsinki, Finland ("Ahlstrom") to combine each of the companies' respective European paper-based tube/core and coreboard operations into a joint venture that will operate under the name Sonoco-Alcore S.a.r.l. The Company, which will contribute to the joint venture ownership positions in 25 tube and core plants and six paper mills, will hold a 64.5% interest in the joint venture. Ahlstrom, a leader in high-performance fiber-based materials serving niche markets worldwide, will contribute 15 tube and core plants and one paper mill to the joint venture and will hold a 35.5% interest in it. The Company is currently awaiting regulatory approval by the European Union and expects to finalize this joint venture by the end of 2004. NOTE 3: DISCONTINUED OPERATIONS The financial statements and accompanying notes for prior periods have been restated to report the revenues and expenses of the components of the Company that were disposed of separately as discontinued operations. Income from discontinued operations, net of income taxes for the three and six months ended June 29, 2003 represents the results of operations of the Company's High Density Film business unit, which was sold in December 2003. The following table sets forth the operating results for the High Density Film business unit, which was previously reported in the Company's Consumer Packaging segment:
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 29, 2003 JUNE 29, 2003 ------------------ ---------------- Net sales $ 47,859 $ 92,566 ============== ============== Income before income taxes $ 2,286 $ 4,918 Provision for income taxes 823 1,770 -------------- -------------- Income from discontinued operations, net of income taxes $ 1,463 $ 3,148 ============== ============== Income from discontinued operations, net of income taxes - per diluted share $ 0.02 $ 0.03 ============== ==============
No interest expense or income was allocated to this business unit. The Company has no continuing involvement in the management or operations of the divested business. 5 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) NOTE 4: EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended Six Months Ended ------------------ ------------------ JUNE 27, JUNE 29, JUNE 27, JUNE 29, 2004 2003 2004 2003 -------- -------- -------- -------- Numerator: Income from continuing operations $ 34,955 $ 21,370 $ 71,795 $ 48,683 Income from discontinued operations, net of income taxes -- 1,463 -- 3,148 -------- -------- -------- -------- Net income $ 34,955 $ 22,833 $ 71,795 $ 51,831 ======== ======== ======== ======== Denominator: Average common shares outstanding 97,890 96,696 97,754 96,684 Dilutive effect of: Employee stock options 515 201 440 163 Contingent employee share awards 286 59 247 110 -------- -------- -------- -------- Dilutive shares outstanding 98,691 96,956 98,441 96,957 ======== ======== ======== ======== Basic earnings per common share: Income from continuing operations $ 0.36 $ 0.22 $ 0.73 $ 0.51 Income from discontinued operations, net of income taxes -- 0.02 -- 0.03 -------- -------- -------- -------- Net income $ 0.36 $ 0.24 $ 0.73 $ 0.54 ======== ======== ======== ======== Diluted earnings per common share: Income from continuing operations $ 0.35 $ 0.22 $ 0.73 $ 0.50 Income from discontinued operations, net of income taxes -- 0.02 -- 0.03 -------- -------- -------- -------- Net income $ 0.35 $ 0.24 $ 0.73 $ 0.53 ======== ======== ======== ========
Stock options to purchase approximately 4,487 and 8,120 shares at June 27, 2004 and June 29, 2003, respectively, were not dilutive and, therefore, are not included in the computations of diluted income per common share amounts. No adjustments were made to reported net income in the computations of earnings per share. NOTE 5: RESTRUCTURING PROGRAMS In August 2003, the Company announced general plans to reduce its overall cost structure by $54,000 pretax by realigning and centralizing a number of staff functions and eliminating excess plant capacity. Pursuant to these plans, the Company has initiated or completed 12 plant closings and has terminated approximately 850 employees. As of June 27, 2004, the Company had incurred cumulative charges, net of adjustments, of approximately $60,978 pretax associated with these activities. Of this amount, $40,149 was related to the Engineered Carriers and Paper segment, $10,688 was related to the Consumer Packaging segment, $333 was attributed to the Packaging Services segment, $2,736 was related to All Other Sonoco, and $7,072 was associated with Corporate. These restructuring charges, net of adjustments, consisted of severance and termination benefits of $45,431, asset impairment charges of $9,994 and other exit costs of $5,553. The Company expects to recognize an additional cost of approximately $4,000 pretax in the future associated with these activities, which is comprised of approximately $2,100 in severance and termination benefits, $300 in asset impairment charges and $1,600 in other exit costs. Of this amount, approximately $3,100 is related to the Engineered Carriers and Paper segment and 6 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) approximately $900 is related to the Consumer Packaging segment. The Company also expects to announce throughout the remainder of 2004 the closing of approximately five additional plants in furtherance of these plans. The costs associated with these future plant closings have not yet been determined. In conjunction with the Company's review of its restructuring accrual in the second quarter of 2004, it was determined that one of the plants that had originally been identified to be closed pursuant to these plans would not be closed due to changes in certain factors. In response to this determination, the Company reduced its restructuring accrual for the Consumer Packaging segment, which resulted in negative charges, net of adjustments, in both the three and six months ended June 27, 2004. During the three months ended June 27, 2004, the Company recognized restructuring charges, net of adjustments, of $5,768 ($3,720 after tax), which are reflected as "Restructuring charges" on the Company's Condensed Consolidated Statements of Income. Of these charges, $5,624 was attributed to the Engineered Carriers and Paper segment, ($446) was related to the Consumer Packaging segment and $590 was associated with All Other Sonoco. These restructuring charges, net of adjustments, consisted of severance and termination benefits of $3,649, asset impairment charges of $1,475 and other exit costs of $644. During the three months ended June 29, 2003, the Company recognized restructuring charges, net of adjustments, of $7,828 ($7,894 after tax) related to previously announced restructuring plans, $7,522 of which was attributed to the Engineered Carriers and Paper segment and $306 of which was associated with All Other Sonoco. These restructuring charges, net of adjustments, consisted of severance and termination benefits of $7,041, asset impairment charges of $729 and other exit costs of $58. During the six months ended June 27, 2004, the Company recognized restructuring charges, net of adjustments, of $7,096 ($4,577 after tax). Of these charges, $6,501 was attributed to the Engineered Carriers and Paper segment, ($345) was related to the Consumer Packaging segment and $940 was associated with All Other Sonoco. These restructuring charges, net of adjustments, consisted of severance and termination benefits of $4,224, asset impairment charges of $1,698 and other exit costs of $1,174. During the six months ended June 29, 2003, the Company recognized restructuring charges, net of adjustments, of $8,965 ($8,622 after tax) related to previously announced restructuring plans. Of these charges, $8,159 was attributed to the Engineered Carriers and Paper segment, $500 was related to the Consumer Packaging segment and $306 was associated with All Other Sonoco. These restructuring charges, net of adjustments, consisted of severance and termination benefits of $7,678, asset impairment charges of $729 and other exit costs of $558. Additionally, the Company's High Density Film business, which was divested in December 2003, incurred restructuring charges of approximately $200 ($128 after tax) in the six months ended June 29, 2003. The following table sets forth the activity in the restructuring accrual included in "Accrued expenses and other" on the Company's Condensed Consolidated Balance Sheets. Restructuring charges are included in "Restructuring charges" on the Company's Condensed Consolidated Statements of Income. In accordance with the agreement of sale for the High Density Film business, the liability of that business associated with the restructuring has been retained by the Company and is, therefore, included in the table below: 7 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited)
SEVERANCE AND OTHER TERMINATION ASSET EXIT BENEFITS IMPAIRMENT COSTS TOTAL ----------- ---------- ------- --------- Beginning liability December 31, 2003 $ 14,708 $ -- $ 6,386 $ 21,094 New charges 4,783 1,732 1,869 8,384 Cash payments (11,500) -- (3,325) (14,825) Asset impairment -- (1,698) -- (1,698) Adjustments (559) (34) (695) (1,288) ----------- ---------- ------- --------- Ending liability June 27, 2004 $ 7,432 $ -- $ 4,235 $ 11,667 =========== ========== ======= =========
During the six months ended June 27, 2004, the Company recognized writeoffs of impaired equipment and facilities in the Engineered Carriers and Paper segment in the amount of $945 and $240, respectively. Also during the six months ended June 27, 2004, the Company recognized writeoffs of impaired equipment and facilities in All Other Sonoco in the amount of $113 and $400, respectively. Other exit costs are primarily associated with lease termination and other miscellaneous plant closing costs. The Company expects to pay the remaining restructuring costs, with the exception of ongoing pension subsidies and certain building lease termination expenses, by the end of the second quarter of 2005, using cash generated from operations. NOTE 6: COMPREHENSIVE INCOME The following table reconciles net income to comprehensive income:
Three Months Ended Six Months Ended ------------------- ------------------- JUNE 27, JUNE 29, JUNE 27, JUNE 29, 2004 2003 2004 2003 -------- -------- -------- -------- Net income $ 34,955 $ 22,833 $ 71,795 $ 51,831 Other comprehensive income: Foreign currency translation adjustments (13,948) 37,487 (18,172) 51,584 Other adjustments, net of income tax 1,069 (228) 1,944 966 -------- -------- -------- -------- Comprehensive income $ 22,076 $ 60,092 $ 55,567 $104,381 ======== ======== ======== ========
The following table summarizes the components of accumulated other comprehensive income and the changes in accumulated other comprehensive income, net of tax as applicable, for the six months ended June 27, 2004:
FOREIGN MINIMUM ACCUMULATED CURRENCY PENSION OTHER TRANSLATION LIABILITY COMPREHENSIVE ADJUSTMENT ADJUSTMENT OTHER LOSS ----------- ---------- -------- ------------- Balance at December 31, 2003 $ (83,906) $ (53,826) $ 1,641 $ (136,091) Year-to-date change (18,172) -- 1,944 (16,228) ----------- ---------- -------- ------------- Balance at June 27, 2004 $ (102,078) $ (53,826) $ 3,585 $ (152,319) =========== ========== ======== =============
8 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The cumulative tax benefit of the Minimum Pension Liability Adjustments was $25,312 at June 27, 2004 and December 31, 2003. Additionally, the deferred tax liability associated with Other items was $2,067 and $940 at June 27, 2004 and December 31, 2003, respectively. NOTE 7: GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill A summary of the changes in goodwill for the six months ended June 27, 2004 is as follows:
ENGINEERED CARRIERS CONSUMER PACKAGING AND PAPER PACKAGING SERVICES ALL OTHER SEGMENT SEGMENT SEGMENT SONOCO TOTAL ---------- --------- --------- --------- --------- Balance as of January 1, 2004 $ 151,469 $ 165,376 $ 1,263 $ 65,846 $ 383,954 2004 Acquisitions 813 2,284 155,417 -- 158,514 Foreign currency translation (1,558) (2,855) 42 (42) (4,413) ---------- --------- --------- --------- --------- Balance as of June 27, 2004 $ 150,724 $ 164,805 $ 156,722 $ 65,804 $ 538,055 ========== ========= ========= ========= =========
Other Intangible Assets A summary of other intangible assets as of June 27, 2004 and December 31, 2003 is as follows:
June 27, 2004 December 31, 2003 ---------------------- ---------------------- GROSS GROSS CARRYING ACCUMULATED CARRYING ACCUMULATED AMOUNT AMORTIZATION AMOUNT AMORTIZATION -------- ------------ -------- ------------ Patents $ 3,268 $ (2,691) $ 3,268 $ (2,564) Customer lists 68,223 (5,969) 38,223 (4,630) Land use rights 5,873 (2,035) 5,873 (1,963) Supply agreements 5,261 (4,356) 5,261 (3,715) Other 6,404 (3,208) 6,404 (2,756) -------- ------------ -------- ------------ Total $ 89,029 $ (18,259) $ 59,029 $ (15,628) ======== ============ ======== ============
Aggregate amortization expense on intangible assets was $1,499 and $1,058 for the three months ended June 27, 2004 and June 29, 2003, respectively and $2,631 and $2,029 for the six months ended June 27, 2004 and June 29, 2003, respectively. Amortization expense on the other intangible assets identified in the table above is expected to approximate $5,400 in 2004, $5,700 in 2005, $5,500 in 2006, $5,100 in 2007 and $5,000 in 2008. Other intangible assets are included in "Other Assets" on the Company's Condensed Consolidated Balance Sheets. Intangible assets acquired in conjunction with the Company's purchase of CorrFlex (see Note 2) consisted of customer lists. The Company has allocated $30,000 of the purchase price to these intangible assets, which have a weighted average amortization period of 15 years. The estimated fair values of these assets are based on the Company's current purchase price allocation, which has been prepared on a preliminary basis, and are subject to change upon its finalization. 9 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) NOTE 8: DEBT In June 2004, the Company made a private placement of $150 million 5.625% notes due in 2016. Under the terms of the sale of the notes, the Company is required to take appropriate steps to offer to exchange other notes with the same terms that have been registered with the SEC for the private placement notes or, in some circumstances, register the private placement notes with the SEC. If the Company does not take the necessary actions in connection with the exchange offer, or registration of the private placement notes if required, by specified deadlines, it will become obligated to pay additional interest to the holders of the private placement notes up to a maximum of 1% per annum. During the second quarter of 2004, the Company entered into a $150 million swap against the newly issued $150 million notes. During the first quarter of 2004, the Company entered into a $100 million swap against a portion of the $250 million 6.5% notes maturing in 2013. Consistent with the treatment of all of the Company's interest rate swaps, these contracts qualified as fair value hedges under Statement of Financial Accounting Standards No. 133, 'Accounting for Derivative Instruments and Hedging Activities' (FAS 133) and swapped fixed interest for floating. In July 2004, the Company terminated its $450 million backstop credit line and entered into a new $350 million backstop credit line for commercial paper issuance. The new credit agreement matures in July 2009. NOTE 9: DIVIDEND DECLARATIONS On April 21, 2004, the Board of Directors declared a regular quarterly dividend of $0.22 per share. This dividend was paid June 10, 2004 to all shareholders of record as of May 21, 2004. On July 21, 2004, the Board of Directors declared a regular quarterly dividend of $0.22 per share, payable September 10, 2004 to all shareholders of record as of August 20, 2004. NOTE 10: STOCK PLANS As permitted by Statement of Financial Accounting Standards No. 123, 'Accounting for Stock-Based Compensation' (FAS 123), the Company has elected to account for its stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (APB) Opinion No. 25, 'Accounting for Stock Issued to Employees,' and its related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee must pay to acquire the stock. Compensation cost for performance stock options is recorded based on the quoted market price of the Company's stock at the end of the period. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FAS 123 to stock-based employee compensation. 10 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited)
Three Months Ended Six Months Ended ------------------- ------------------- JUNE 27, JUNE 29, JUNE 27, JUNE 29, 2004 2003 2004 2003 -------- -------- -------- -------- Net income, as reported $ 34,955 $ 22,833 $ 71,795 $ 51,831 Add: Stock-based employee compensation cost, net of related tax effects, included in net income, as reported 459 280 858 504 Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects (1,591) (1,425) (2,834) (2,850) -------- -------- -------- -------- Proforma net income $ 33,823 $ 21,688 $ 69,819 $ 49,485 ======== ======== ======== ======== Earnings per share: Basic - as reported $ 0.36 $ 0.24 $ 0.73 $ 0.54 Basic - proforma $ 0.35 $ 0.22 $ 0.71 $ 0.51 Diluted - as reported $ 0.35 $ 0.24 $ 0.73 $ 0.53 Diluted - proforma $ 0.34 $ 0.22 $ 0.71 $ 0.51
NOTE 11: EMPLOYEE BENEFIT PLANS The Company provides non-contributory defined benefit pension plans for substantially all of its United States and certain of its Mexico employees, as well as postretirement healthcare and life insurance benefits to the majority of its retirees and their eligible dependents in the United States and Canada. Effective January 1, 2004, the Company established a defined contribution plan for all new U.S. employees. The defined benefit plans discussed above remain in place for all U.S. employees whose employment with the Company began prior to January 1, 2004. The Company also sponsors contributory pension plans covering the majority of its employees in the United Kingdom and Canada. The components of net periodic benefit cost include the following:
Three Months Ended Six Months Ended ------------------- ------------------- JUNE 27, JUNE 29, JUNE 27, JUNE 29, 2004 2003 2004 2003 -------- -------- -------- -------- DEFINED BENEFIT PLANS Service cost $ 5,929 $ 5,052 $ 11,854 $ 10,104 Interest cost 14,314 12,942 28,581 25,884 Expected return on plan assets (16,534) (13,823) (33,024) (27,646) Amortization of net transition (asset) obligation 144 144 294 288 Amortization of prior service cost 365 416 728 832 Amortization of net actuarial (gain) loss 5,262 5,556 10,504 11,112 -------- -------- -------- -------- Net periodic benefit cost $ 9,480 $ 10,287 $ 18,937 $ 20,574 ======== ======== ======== ======== RETIREE HEALTH AND LIFE INSURANCE PLANS Service cost $ 1,281 $ 1,090 $ 2,562 $ 2,180 Interest cost 2,932 2,877 5,864 5,754 Expected return on plan assets (880) (913) (1,760) (1,826) Amortization of prior service cost (1,529) (1,645) (3,058) (3,290) Amortization of net actuarial loss 2,448 2,257 4,896 4,514 -------- -------- -------- -------- Net periodic benefit cost $ 4,252 $ 3,666 $ 8,504 $ 7,332 ======== ======== ======== ========
11 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) During the six months ended June 27, 2004, the Company made voluntary contributions of approximately $15,000 to its defined benefit and retiree health and life insurance plans. The Company anticipates that it will make additional voluntary contributions of approximately $5,000 to these plans in 2004. On December 8, 2003, President Bush signed into law the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act"). The Act expands Medicare, primarily by adding a prescription drug benefit for Medicare-eligibles starting in 2006. The Act provides employers currently sponsoring prescription drug programs for Medicare-eligibles with a range of options for coordinating with the new government-sponsored program to potentially reduce program cost. These options include supplementing the government program on a secondary payor basis or accepting a direct subsidy from the government to support a portion of the cost of the employer's program. Paragraph 40 of Statement of Financial Accounting Standards No. 106, 'Employers' Accounting for Postretirement Benefits Other Than Pensions' (FAS 106), requires that presently enacted changes in law impacting employer-sponsored retiree health care programs which take effect in future periods be considered in current-period measurements for benefits expected to be provided in those future periods. Therefore, under FAS 106 guidance, measures of plan liabilities and annual expense on or after the date of enactment should reflect the effects of the Act. Pursuant to guidance under FASB Staff Position 106-1 (FSP 106-1), however, the Company has chosen to defer recognition of the potential effects of the Act in these disclosures. Therefore, the retiree health obligations and costs reported in these financial statements or accompanying notes do not yet reflect any potential impact of the Act. On May 19, 2004, the Financial Accounting Standards Board (FASB) issued FASB Staff Position 106-2, 'Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003' (FSP 106-2), which requires measures of the accumulated postretirement benefit obligation and net periodic postretirement benefit costs to reflect the effects of the Act. FSP 106-2 supersedes FSP 106-1 and is effective for interim or annual reporting periods beginning after June 15, 2004. Due to the fact that certain authoritative guidance related to the determination of actuarial equivalency is not yet available, the Company is currently unable to determine the impact of its implementation of FSP 106-2 and the Act on its Condensed Consolidated Financial Statements. NOTE 12: NEW ACCOUNTING PRONOUNCEMENTS In January 2003, the FASB issued Interpretation No. 46, 'Consolidation of Variable Interest Entities - an interpretation of ARB 51' (FIN 46). FIN 46 addresses when a company should include in its financial statements the assets, liabilities and activities of a variable interest entity. It defines variable interest entities as those entities with a business purpose that either do not have equity investors with voting rights in proportion to such investors' equity, or have investors that do not provide financial resources in proportion to such investors' equity for the entity to support its activities and have equity investors that lack a controlling financial interest. FIN 46 also requires disclosures about variable interest entities that a company is not required to consolidate, but in which it has a significant variable interest. FIN 46 consolidation requirements apply immediately to variable interest entities created or obtained after January 31, 2003, but this had no impact on the Company's 2003 financial statements. A modification to FIN 46 (FIN 46R) was released on December 17, 2003. FIN 46R delayed the effective date for variable interest entities created before February 1, 2003, with the exception of special-purpose entities, until the first fiscal year or interim period after December 15, 2003. As of January 1, 2004, the Company adopted FIN 46R. In conjunction with this adoption, the Company performed an evaluation of variable interest entities in 12 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) which it has an ownership, contractual or other monetary interest. The adoption of FIN 46R did not have a material effect on the Company's Condensed Consolidated Financial Statements. In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus in EITF Issue 03-01, 'The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments'. EITF 03-01 provides guidance on other-than-temporary impairment models for marketable debt and equity securities accounted for under Statement of Financial Accounting Standards No. 115, 'Accounting for Certain Investments in Debt and Equity Securities,' (FAS 115) and Statement of Financial Accounting Standards No. 124, 'Accounting for Certain Investments Held by Not-for-Profit Organizations,' (FAS 124) and non-marketable equity securities accounted for under the cost method. The EITF developed a basic three-step model to evaluate whether an investment is other-than-temporarily impaired. The provisions of EITF 03-01 will be effective for the Company's third quarter of 2004 and will be applied prospectively to all current and future investments. Quantitative and qualitative disclosures for investments accounted for under FAS 115 are effective for the Company's fiscal year ending 2004. The implementation of this EITF consensus is not expected to have a material effect on the Company's Condensed Consolidated Financial Statements. On May 19, 2004, the FASB issued FASB Staff Position 106-2, 'Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003' (FSP 106-2), which requires measures of the accumulated postretirement benefit obligation and net periodic postretirement benefit costs to reflect the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act"). FSP 106-2 supersedes FSP 106-1 and is effective for interim or annual reporting periods beginning after June 15, 2004. Due to the fact that certain authoritative guidance related to the determination of actuarial equivalency is not yet available, the Company is currently unable to determine the impact of its implementation of FSP 106-2 and the Act on its Condensed Consolidated Financial Statements. See Note 11 for further discussion of the Act. NOTE 13: FINANCIAL SEGMENT INFORMATION The Company has determined that it will change its reportable segments on a prospective basis beginning with the third quarter of 2004. Accordingly, the Company has changed its disclosure of segment information for the three and six months ended June 27, 2004 and June 29, 2003 to conform to the new segment reporting. The changes to the financial statements for the three and six months ended June 27, 2004 and June 29, 2003 relate solely to the presentation of segment specific disclosures and had no impact on the condensed consolidated balance sheets, statements of income or statements of cash flows. Other financial statement footnotes affected by this change in segment reporting include Note 2 - Acquisitions/Joint Ventures, Note 5 - Restructuring Programs and Note 7 - Goodwill and Intangible Assets. Previously, the Company reported its results in two segments, Industrial Packaging and Consumer Packaging. As presented below, the Company will now report results in three segments, Engineered Carriers and Paper, Consumer Packaging and Packaging Services. Sonoco will report certain smaller operations as All Other Sonoco. The Engineered Carriers and Paper segment includes the following products: high-performance paper and composite engineered carriers; paperboard; and, fiber-based construction tubes and forms. The Consumer Packaging segment includes the following products: round and shaped rigid packaging, both composite and plastic; printed flexible packaging; and, metal and plastic ends and closures The 13 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Packaging Services segment provides the following services: packaging fulfillment; product handling; brand management; and, supply chain management. The Packaging Services segment also includes the production of folding cartons. All Other Sonoco represents the activities and businesses of the Company's consolidated subsidiaries that do not meet the aggregation criteria outlined in Statement of Financial Accounting Standards No. 131, 'Disclosures about Segments of an Enterprise and Related Information' (FAS 131) and therefore cannot be combined with other operating segments into a reportable segment. All Other Sonoco includes the following products: wooden, metal and composite reels for wire and cable packaging; molded plastics; custom designed protective packaging; adhesives; machinery manufacturing; and specialty packaging. The following table sets forth net sales and operating profit for the Company's reportable segments. Operating profit at the segmental level is defined as "Income before interest and income taxes" on the Company's Condensed Consolidated Statements of Income adjusted for restructuring charges, which are not allocated to the financial segments. FINANCIAL SEGMENT INFORMATION (Unaudited) Three Months Ended Six Months Ended ------------------- ----------------------- JUNE 27, JUNE 29, JUNE 27, JUNE 29, 2004 2003 2004 2003 -------- -------- ---------- ---------- Net Sales: Engineered Carriers and Paper $342,392 $318,021 $ 655,880 $ 611,870 Consumer Packaging 272,744 254,216 529,149 506,584 Packaging Services 70,303 44,965 123,376 90,296 All Other Sonoco 78,463 67,365 150,913 132,297 -------- -------- ---------- ---------- Consolidated $763,902 $684,567 $1,459,318 $1,341,047 ======== ======== ========== ========== Income before income taxes: Engineered Carriers and Paper - Operating Profit $ 34,952 $ 26,815 $ 55,699 $ 51,941 Consumer Packaging - Operating Profit 17,743 20,939 35,596 42,285 Packaging Services - Operating Profit 4,932 1,596 10,418 3,797 All Other Sonoco - Operating Profit 8,553 6,113 15,554 10,970 Restructuring charges (5,768) (7,828) (7,096) (8,965) Interest, net (10,322) (13,470) (19,070) (25,753) -------- -------- ---------- ---------- Consolidated $ 50,090 $ 34,165 $ 91,101 $ 74,275 ======== ======== ========== ========== 2003 information has been restated to exclude the impact of the Company's High Density Film business, which has been reclassified as discontinued operations on the Condensed Consolidated Statements of Income. Total identifiable assets, which represent those assets used by each reportable segment in its operations, for the Packaging Services segment, were materially impacted by the Company's acquisition of CorrFlex. At June 27, 2004, total identifiable assets for the Packaging Services segment were approximately $327,461, compared to $49,191 at December 31, 2003. 14 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) NOTE 14: COMMITMENTS AND CONTINGENCIES The Company is a party to various legal proceedings incidental to its business and is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. As is the case with other companies in similar industries, the Company faces exposure from actual or potential claims and legal proceedings. The Company cannot currently determine the final outcome of the proceedings described below or the ultimate amount of potential losses. Pursuant to Statement of Financial Accounting Standards No. 5, 'Accounting for Contingencies' (FAS 5), management records accruals for estimated losses at the time that information becomes available indicating that losses are probable and that the amounts are reasonably estimable. Accrued amounts are not discounted. Although the level of future expenditures for legal and environmental matters is impossible to determine with any degree of probability, it is management's opinion that such costs, when finally determined, will not have an adverse material effect on the consolidated financial position of the Company. Sonoco-U.S. Paper Lawsuit On April 30, 2004, the Company announced that the U.S. District Court for the Southern District of Ohio had entered a judgment against its subsidiary, Sonoco-U.S. Paper, and the Company in the amount of $3,750 in a case involving alleged trade secrets of the plaintiff. Although not covered by the judgment, the plaintiff has also made claims for certain litigation expenses. The Company accrued approximately $5,500 related to this legal proceeding for the first quarter of 2004. Environmental Matters The Company has been named as a potentially responsible party at several environmentally contaminated sites not owned by the Company. These regulatory actions and a small number of private party lawsuits represent the Company's largest potential environmental liabilities. As of June 27, 2004 and December 31, 2003, the Company had accrued $4,286 and $3,967, respectively, related to environmental contingencies. Due to the complexity of determining clean-up costs associated with the sites, a reliable estimate of the ultimate cost to the Company cannot be determined. Furthermore, all of the sites are also the responsibility of other parties. The Company's liability, if any, is shared with such other parties, but the Company's share has not been finally determined in most cases. In some cases, the Company has cost-sharing agreements with other potentially responsible parties with respect to a particular site. Such agreements relate to the sharing of legal defense costs or clean-up costs, or both. The Company has assumed, for purposes of estimating amounts to be accrued, that the other parties to such cost-sharing agreements will perform as agreed. It appears that final resolution of some of the sites is years away. Accordingly, a reliable estimate of the ultimate cost to the Company with respect to such sites cannot be determined. 15
EX-99.4 8 g91150exv99w4.txt EX-99.4 . . . EXHIBIT 99.4 QUARTERLY SEGMENT FINANCIAL INFORMATION (DOLLARS IN THOUSANDS) (UNAUDITED)
1ST QTR 2ND QTR 3RD QTR 4TH QTR TOTAL YR ----------- ----------- ----------- ----------- ----------- 2002 NET SALES: Engineered Carriers and Paper $ 271,888 $ 311,231 $ 309,718 $ 313,517 $ 1,206,354 Consumer Packaging 244,736 259,758 263,781 272,381 1,040,656 Packaging Services 44,364 43,734 46,932 49,518 184,548 All Other Sonoco 69,095 69,902 66,367 64,497 269,861 ----------- ----------- ----------- ----------- ----------- CONSOLIDATED $ 630,083 $ 684,625 $ 686,798 $ 699,913 $ 2,701,419 =========== =========== =========== =========== =========== INCOME BEFORE INCOME TAXES: Engineered Carriers and Paper - Operating Profit $ 29,202 $ 36,941 $ 30,740 $ 30,962 $ 127,845 Consumer Packaging - Operating Profit 22,731 22,638 21,077 20,335 86,781 Packaging Services - Operating Profit 1,513 1,495 1,607 1,608 6,223 All Other Sonoco - Operating Profit 7,618 5,804 6,240 5,554 25,216 Restructuring Charges (1,439) 300 (6,327) (2,943) (10,409) Interest, Net (13,080) (12,896) (13,655) (12,919) (52,550) ----------- ----------- ----------- ----------- ----------- CONSOLIDATED $ 46,545 $ 54,282 $ 39,682 $ 42,597 $ 183,106 =========== =========== =========== =========== =========== 2003 NET SALES: Engineered Carriers and Paper $ 293,849 $ 318,021 $ 315,244 $ 332,718 $ 1,259,832 Consumer Packaging 252,368 254,216 258,619 279,179 1,044,382 Packaging Services 45,331 44,965 47,543 46,781 184,620 All Other Sonoco 64,932 67,365 65,909 71,286 269,492 ----------- ----------- ----------- ----------- ----------- CONSOLIDATED $ 656,480 $ 684,567 $ 687,315 $ 729,964 $ 2,758,326 =========== =========== =========== =========== =========== INCOME BEFORE INCOME TAXES: Engineered Carriers and Paper - Operating Profit $ 25,126 $ 26,815 $ 24,904 $ 26,093 $ 102,938 Consumer Packaging - Operating Profit 21,346 20,939 17,929 18,519 78,733 Packaging Services - Operating Profit 2,201 1,596 2,429 1,709 7,935 All Other Sonoco - Operating Profit 4,857 6,113 3,544 4,481 18,995 Restructuring Charges (1,137) (7,828) (24,171) (16,921) (50,057) Interest, Net (12,283) (13,470) (12,511) (11,947) (50,211) ----------- ----------- ----------- ----------- ----------- CONSOLIDATED $ 40,110 $ 34,165 $ 12,124 $ 21,934 $ 108,333 =========== =========== =========== =========== =========== 2004 NET SALES: Engineered Carriers and Paper $ 313,488 $ 342,392 $ 655,880 Consumer Packaging 256,405 272,744 529,149 Packaging Services 53,073 70,303 123,376 All Other Sonoco 72,450 78,463 150,913 ----------- ----------- ----------- CONSOLIDATED $ 695,416 $ 763,902 $ 1,459,318 =========== =========== =========== INCOME BEFORE INCOME TAXES: Engineered Carriers and Paper - Operating Profit $ 20,747 $ 34,952 $ 55,699 Consumer Packaging - Operating Profit 17,853 17,743 35,596 Packaging Services - Operating Profit 5,486 4,932 10,418 All Other Sonoco - Operating Profit 7,001 8,553 15,554 Restructuring Charges (1,328) (5,768) (7,096) Interest, Net (8,748) (10,322) (19,070) ----------- ----------- ----------- CONSOLIDATED $ 41,011 $ 50,090 $ 91,101 =========== =========== ===========
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