Sonoco Products Company
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 25, 2005
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 0-516
SONOCO PRODUCTS COMPANY
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Incorporated under the laws
of South Carolina
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I.R.S. Employer Identification
No. 57-0248420 |
1 N. Second St.
Hartsville, South Carolina 29550
Telephone: 843/383-7000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act).
Yes þ No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock at
September 25, 2005:
Common stock, no par value: 99,110,025
SONOCO PRODUCTS COMPANY
INDEX
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PART I. FINANCIAL INFORMATION |
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Item 1. Financial Statements: |
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Condensed Consolidated Balance Sheets September 25, 2005 (unaudited) and December 31, 2004 |
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Condensed Consolidated Statements of Income Three and Nine Months Ended September 25, 2005 (unaudited) and September
26, 2004 (unaudited) |
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Condensed Consolidated Statements of Cash Flow Nine Months Ended September 25, 2005 (unaudited) and September 26,
2004 (unaudited) |
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Notes to Condensed Consolidated Financial Statements |
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Report of Independent Registered Public Accounting Firm |
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations. |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk. |
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Item 4. Controls and Procedures. |
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PART II. OTHER INFORMATION |
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Item 1. Legal Proceedings. |
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Item 6. Exhibits. |
2
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
SONOCO PRODUCTS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars and shares in thousands)
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September 25, |
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2005 |
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December 31, |
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(unaudited) |
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2004* |
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Assets
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Current Assets |
|
|
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|
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|
Cash and cash equivalents |
|
$ |
140,579 |
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|
$ |
117,725 |
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Trade accounts receivable, net of allowances |
|
|
451,215 |
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|
|
390,024 |
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Other receivables |
|
|
33,344 |
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|
|
37,457 |
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Inventories: |
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|
|
|
|
|
|
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Finished and in process |
|
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134,356 |
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|
|
123,924 |
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Materials and supplies |
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|
204,145 |
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|
191,087 |
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Prepaid expenses and other |
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|
52,093 |
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|
61,895 |
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1,015,732 |
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922,112 |
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Property, Plant and Equipment, Net |
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|
962,671 |
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1,007,295 |
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Goodwill |
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|
573,094 |
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570,508 |
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Other Intangible Assets |
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75,856 |
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88,790 |
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Other Assets |
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463,266 |
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452,614 |
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Total Assets |
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$ |
3,090,619 |
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$ |
3,041,319 |
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Liabilities and Shareholders Equity
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Current Liabilities |
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Payable to suppliers |
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$ |
268,646 |
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$ |
274,224 |
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Accrued expenses and other |
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|
280,552 |
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|
|
255,973 |
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Notes payable and current portion of long-term debt |
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|
107,749 |
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|
93,754 |
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Accrued taxes |
|
|
5,077 |
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|
15,935 |
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662,024 |
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639,886 |
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Long-Term Debt |
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789,751 |
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813,207 |
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Pension and Other Postretirement Benefits |
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|
147,518 |
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148,214 |
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Deferred Income Taxes and Other |
|
|
254,947 |
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|
287,133 |
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Commitments and Contingencies |
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Shareholders Equity |
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Common stock, no par value |
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Authorized 300,000 shares
99,110 and 98,500 shares were issued and outstanding
at September 25, 2005 and December 31, 2004, respectively |
|
|
7,175 |
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|
7,175 |
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Capital in excess of stated value |
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|
393,587 |
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376,750 |
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Accumulated other comprehensive loss |
|
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(92,313 |
) |
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(103,155 |
) |
Retained earnings |
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|
927,930 |
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|
872,109 |
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|
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|
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Total Shareholders Equity |
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1,236,379 |
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|
1,152,879 |
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Total Liabilities and Shareholders Equity |
|
$ |
3,090,619 |
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|
$ |
3,041,319 |
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* |
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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 principles. |
See accompanying Notes to Condensed Consolidated Financial Statements
3
SONOCO PRODUCTS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(Dollars and shares in thousands except per share data)
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Three Months Ended |
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Nine Months Ended |
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September 25, |
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September 26, |
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September 25, |
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September 26, |
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2005 |
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2004 |
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2005 |
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2004 |
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Net sales |
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$ |
881,058 |
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|
$ |
811,117 |
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$ |
2,573,666 |
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$ |
2,270,435 |
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Cost of sales |
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717,666 |
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657,572 |
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2,101,214 |
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1,852,159 |
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Selling, general and administrative expenses |
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|
85,274 |
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85,093 |
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|
254,929 |
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228,017 |
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Restructuring charges (see Note 3) |
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|
4,275 |
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|
1,148 |
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18,460 |
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|
8,244 |
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Income before interest and income taxes |
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|
73,843 |
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|
67,304 |
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199,063 |
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|
182,015 |
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Interest expense |
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13,864 |
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|
12,962 |
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|
37,509 |
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34,403 |
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Interest income |
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|
(1,942 |
) |
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(1,249 |
) |
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(5,380 |
) |
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(3,620 |
) |
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Income before income taxes |
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61,921 |
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|
55,591 |
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|
166,934 |
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|
151,232 |
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Provision for income taxes |
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|
19,109 |
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|
17,542 |
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|
54,589 |
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|
41,802 |
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|
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Income before equity in earnings of affiliates/minority
interest in subsidiaries |
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|
42,812 |
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|
|
38,049 |
|
|
|
112,345 |
|
|
|
109,430 |
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Equity in earnings of affiliates/minority
interest in subsidiaries |
|
|
3,101 |
|
|
|
2,891 |
|
|
|
10,733 |
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|
|
6,805 |
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|
|
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Net income |
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$ |
45,913 |
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$ |
40,940 |
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$ |
123,078 |
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$ |
116,235 |
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Average common shares outstanding: |
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Basic |
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99,332 |
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|
98,057 |
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|
|
99,187 |
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|
97,856 |
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Diluted |
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100,413 |
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|
99,035 |
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|
100,260 |
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|
98,640 |
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Per common share |
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Net income: |
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|
|
|
|
|
|
|
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Basic |
|
$ |
0.46 |
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|
$ |
0.42 |
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|
$ |
1.24 |
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|
$ |
1.19 |
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Diluted |
|
$ |
0.46 |
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|
$ |
0.41 |
|
|
$ |
1.23 |
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|
$ |
1.18 |
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Cash dividends common |
|
$ |
0.23 |
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|
$ |
0.22 |
|
|
$ |
0.68 |
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$ |
0.65 |
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See accompanying Notes to Condensed Consolidated Financial Statements
4
SONOCO PRODUCTS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(Dollars in thousands)
|
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Nine Months Ended |
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September 25, |
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September 26, |
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2005 |
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2004 |
|
Cash Flows from Operating Activities: |
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|
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Net income |
|
$ |
123,078 |
|
|
$ |
116,235 |
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Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
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Asset impairment |
|
|
6,576 |
|
|
|
2,097 |
|
Depreciation, depletion and amortization |
|
|
120,795 |
|
|
|
114,445 |
|
Equity in earnings of affiliates/minority interest in subsidiaries |
|
|
(10,733 |
) |
|
|
(6,805 |
) |
Cash dividends from affiliated companies |
|
|
4,342 |
|
|
|
2,175 |
|
Loss on disposition of assets |
|
|
2,475 |
|
|
|
1,399 |
|
Tax effect of nonqualified stock options |
|
|
1,187 |
|
|
|
1,454 |
|
Deferred taxes |
|
|
(16,048 |
) |
|
|
(8,828 |
) |
Change in assets and liabilities, net of effects from acquisitions,
dispositions, and foreign currency adjustments: |
|
|
|
|
|
|
|
|
Receivables |
|
|
(61,195 |
) |
|
|
(84,396 |
) |
Inventories |
|
|
(23,609 |
) |
|
|
(31,881 |
) |
Prepaid expenses |
|
|
(115 |
) |
|
|
(6,923 |
) |
Payables and taxes |
|
|
(3,101 |
) |
|
|
28,683 |
|
Other assets and liabilities |
|
|
16,949 |
|
|
|
9,535 |
|
|
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Net cash provided by operating activities |
|
|
160,601 |
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|
|
137,190 |
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Cash Flows from Investing Activities: |
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Purchase of property, plant and equipment |
|
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(92,228 |
) |
|
|
(86,284 |
) |
Cost of acquisitions, exclusive of cash acquired |
|
|
(2,160 |
) |
|
|
(263,801 |
) |
Proceeds from the sale of assets |
|
|
6,867 |
|
|
|
6,995 |
|
|
|
|
|
|
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|
Net cash used in investing activities |
|
|
(87,521 |
) |
|
|
(343,090 |
) |
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|
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Cash Flows from Financing Activities: |
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Proceeds from issuance of debt |
|
|
24,241 |
|
|
|
173,926 |
|
Principal repayment of debt |
|
|
(11,334 |
) |
|
|
(18,403 |
) |
Net increase in commercial paper borrowings |
|
|
(20,300 |
) |
|
|
84,000 |
|
Net increase in bank overdrafts |
|
|
11,079 |
|
|
|
4,364 |
|
Cash dividends common |
|
|
(67,257 |
) |
|
|
(63,432 |
) |
Common shares issued |
|
|
13,605 |
|
|
|
17,787 |
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(49,966 |
) |
|
|
198,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Effects of Exchange Rate Changes on Cash |
|
|
(260 |
) |
|
|
(1,509 |
) |
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
|
|
22,854 |
|
|
|
(9,167 |
) |
Cash and cash equivalents at beginning of period |
|
|
117,725 |
|
|
|
84,854 |
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|
|
|
|
|
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Cash and cash equivalents at end of period |
|
$ |
140,579 |
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|
$ |
75,687 |
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See accompanying Notes to Condensed Consolidated Financial Statements
5
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
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|
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 state fairly the consolidated
financial position, results of operations and cash flows for the interim periods reported
herein. Operating results for the three and nine months ended September 25, 2005, are not
necessarily indicative of the results that may be expected for the year ending December 31,
2005. These condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and the notes thereto included in the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2004. |
|
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|
With respect to the unaudited condensed consolidated financial information of the Company
for the three and nine month periods ended September 25, 2005 and September 26, 2004
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 October 26, 2005 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 a registration statement prepared or
certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of that
Act. |
Note 2: Earnings Per Share
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|
The following table sets forth the computation of basic and diluted earnings per share: |
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Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 25, |
|
|
September 26, |
|
|
September 25, |
|
|
September 26, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Numerator: |
|
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|
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|
|
|
|
|
|
|
|
|
Net income |
|
$ |
45,913 |
|
|
$ |
40,940 |
|
|
$ |
123,078 |
|
|
$ |
116,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares
outstanding |
|
|
99,332 |
|
|
|
98,057 |
|
|
|
99,187 |
|
|
|
97,856 |
|
Dilutive effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock options |
|
|
704 |
|
|
|
694 |
|
|
|
639 |
|
|
|
525 |
|
Contingent employee
share awards |
|
|
377 |
|
|
|
284 |
|
|
|
434 |
|
|
|
259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive shares outstanding |
|
|
100,413 |
|
|
|
99,035 |
|
|
|
100,260 |
|
|
|
98,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
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|
Reported net income per
common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.46 |
|
|
$ |
0.42 |
|
|
$ |
1.24 |
|
|
$ |
1.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.46 |
|
|
$ |
0.41 |
|
|
$ |
1.23 |
|
|
$ |
1.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options to purchase approximately 2,186 and 3,140 shares at September 25, 2005 and
September 26, 2004, respectively, were not dilutive and, therefore, are excluded from the
computations of diluted income per common share amounts. No adjustments were made to
reported net income in the computations of earnings per share. |
6
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
Note 3: Restructuring Programs
|
|
In August 2003, the Company announced general plans to reduce its overall cost structure by
an annual amount of $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 19 plant closings and has terminated approximately 990 employees. As
of September 25, 2005, the Company had incurred cumulative charges, net of adjustments, of
$91,550 pretax associated with these activities. Of this amount, $61,996 was related to the
Engineered Carriers and Paper segment, $20,514 was related to the Consumer Packaging
segment, $333 was related to the Packaging Services segment, $3,400 was related to All Other
Sonoco and $5,307 was associated with Corporate. These restructuring charges, net of
adjustments, consisted of severance and termination benefits of $53,602, asset impairment
charges of $20,985 and other exit costs of $16,963. The Company expects to recognize an
additional cost of approximately $4,317 pretax in the future associated with these
activities, which is comprised of approximately $1,208 in severance and termination
benefits, $225 in asset impairment and $2,884 in other exit costs. Of this amount,
approximately $3,945 is related to the Engineered Carriers and Paper segment, approximately
$300 is related to the Consumer Packaging segment
and approximately $72 is related to All Other Sonoco. The Company also expects to announce
the closing of up to two additional plants in furtherance of these plans. |
|
|
|
During the three months ended September 25, 2005, the Company recognized restructuring
charges, net of adjustments, of $4,275 ($2,599 after tax), which are reflected as
Restructuring charges on the Companys Condensed Consolidated Statements of Income. Of
these charges, $3,374 was attributed to the Engineered Carriers and Paper segment, $194 was
related to the Consumer Packaging segment and $707 was related to All Other Sonoco. These
restructuring charges, net of adjustments, consisted of severance and termination benefits
of $1,409, asset impairment charges of $500 and other exit costs of $2,366. |
|
|
|
During the three months ended September 26, 2004, the Company recognized restructuring
charges, net of adjustments, of $1,148 ($1,943 after tax). Of these charges, $854 was
attributed to the Engineered Carriers and Paper segment, $592 was related to the Consumer
Packaging segment and $(298) was associated with All Other Sonoco. These restructuring
charges, net of adjustments, consisted of severance and termination benefits of $429, asset
impairment charges of $399 and other exit costs of $320. |
|
|
|
During the nine months ended September 25, 2005, the Company recognized restructuring
charges, net of adjustments, of $18,460 ($12,371 after tax). Of these charges, $13,614 was
attributed to the Engineered Carriers and Paper segment, $4,260 was related to the Consumer
Packaging segment and $586 was related to All Other Sonoco. These restructuring charges, net
of adjustments, consisted of severance and termination benefits of $5,280, asset impairment
charges of $6,576 and other exit costs of $6,604. |
|
|
|
During the nine months ended September 26, 2004, the Company recognized restructuring
charges, net of adjustments, of $8,244 ($6,520 after tax). Of these charges, $7,355 was
attributed to the Engineered Carriers and Paper segment, $247 was related to the Consumer
Packaging segment and $642 was associated with All Other Sonoco. These restructuring
charges, net of adjustments, consisted of severance and termination benefits of $4,653,
asset impairment charges of $2,097 and other exit costs of $1,494. |
|
|
|
During the three and nine months ended September 25, 2005, the Company also recorded
non-cash income in the amount of $140 after tax and $1,204 after tax, respectively, to
reflect Ahlstrom Corporations (Ahlstrom) portion of restructuring costs that were charged
to expense. This income, which resulted from the expected closure of certain plants that the
Company contributed to Sonoco-Alcore S.a.r.l. (Sonoco-Alcore), is included in Equity in
earnings of affiliates/minority interest in subsidiaries in the Companys Condensed
Consolidated Statements of Income. |
|
|
|
The following table sets forth the activity in the restructuring accrual included in
Accrued expenses and other on the Companys Condensed Consolidated Balance Sheets. |
7
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
Asset |
|
|
Other |
|
|
|
|
|
|
Termination |
|
|
Impairment/Disposal |
|
|
Exit |
|
|
|
|
|
|
Benefits |
|
|
of Assets |
|
|
Costs |
|
|
Total |
|
Beginning liability
December 31, 2004 |
|
$ |
6,674 |
|
|
$ |
|
|
|
$ |
5,168 |
|
|
$ |
11,842 |
|
New charges |
|
|
5,179 |
|
|
|
7,435 |
|
|
|
6,836 |
|
|
|
19,450 |
|
Cash payments |
|
|
(7,777 |
) |
|
|
¾ |
|
|
|
(5,631 |
) |
|
|
(13,408 |
) |
Asset impairment |
|
|
¾ |
|
|
|
(6,508 |
) |
|
|
¾ |
|
|
|
(6,508 |
) |
Foreign currency translation |
|
|
(324 |
) |
|
|
(68 |
) |
|
|
(113 |
) |
|
|
(505 |
) |
Adjustments and disposal of assets |
|
|
100 |
|
|
|
(859 |
) |
|
|
(231 |
) |
|
|
(990 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending liability September 25, 2005 |
|
$ |
3,852 |
|
|
$ |
¾ |
|
|
$ |
6,029 |
|
|
$ |
9,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the nine months ended September 25, 2005, the Company recognized writeoffs of
impaired equipment and facilities in the Engineered Carriers and Paper segment in the amount
of $4,668, in the Consumer Packaging segment in the amount of $1,367 and in All Other Sonoco
in the amount of $(41). Also, during the nine months ended September 25, 2005, the Company
recognized writeoffs of inventory in the Engineered Carriers and Paper segment in the amount
of $582. Other exit costs are primarily associated with lease termination and other
miscellaneous plant closing costs. |
|
|
|
The Company expects to pay the majority of 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 2006, using cash generated from operations. |
Note 4: Comprehensive Income
|
|
The following table reconciles net income to comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 25, |
|
|
September 26, |
|
|
September 25, |
|
|
September 26, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Net income |
|
$ |
45,913 |
|
|
$ |
40,940 |
|
|
$ |
123,078 |
|
|
$ |
116,235 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
adjustments |
|
|
12,656 |
|
|
|
6,131 |
|
|
|
(3,109 |
) |
|
|
(12,041 |
) |
Changes in derivative financial
instruments, net of income tax |
|
|
9,531 |
|
|
|
(83 |
) |
|
|
13,951 |
|
|
|
1,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
68,100 |
|
|
$ |
46,988 |
|
|
$ |
133,920 |
|
|
$ |
106,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
nine months ended September 25, 2005: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
Minimum |
|
|
|
|
|
|
Accumulated |
|
|
|
Currency |
|
|
Pension |
|
|
Derivative |
|
|
Other |
|
|
|
Translation |
|
|
Liability |
|
|
Financial |
|
|
Comprehensive |
|
|
|
Adjustment |
|
|
Adjustment |
|
|
Instruments |
|
|
Loss |
|
Balance at
December 31, 2004 |
|
$ |
(46,989 |
) |
|
$ |
(58,305 |
) |
|
$ |
2,139 |
|
|
$ |
(103,155 |
) |
Year-to-date net change |
|
|
(3,109 |
) |
|
|
¾ |
|
|
|
13,951 |
|
|
|
10,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 25, 2005 |
|
$ |
(50,098 |
) |
|
$ |
(58,305 |
) |
|
$ |
16,090 |
|
|
$ |
(92,313 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
8
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
|
|
The Company is currently a party to two interest rate swap agreements that effectively swap
the interest rate on $250,000 of fixed rate debt to a floating rate. All interest rate swaps
qualified as fair value hedges under Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities (FAS 133). The fair market
value of these interest rate swaps was a favorable position of $9,500 and $9,739 as of
September 25, 2005 and December 31, 2004, respectively. |
|
|
|
At September 25, 2005, the Company had commodity swaps outstanding to fix the costs of a
portion of raw materials and energy for 2005 through 2007 in some cases. The swaps qualify as cash flow
hedges under FAS 133. The fair market value of these commodity swaps was a favorable
position of $25,217 ($16,139 after tax) and $3,430 ($2,195 after tax) at September 25, 2005
and December 31, 2004, respectively. |
|
|
|
The cumulative tax benefit of the Minimum Pension Liability Adjustments was $26,888 at
September 25, 2005 and December 31, 2004. Additionally, the deferred tax liability of
Derivative Financial Instruments was $9,057 and $1,211 at September 25, 2005 and December
31, 2004, respectively. The tax effect on Derivative Financial Instruments for the nine
months ended September 25, 2005 was $(7,486). |
Note 5: Goodwill and Other Intangible Assets
|
|
Goodwill
A summary of the changes in goodwill for the nine months ended September 25, 2005 is as
follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineered |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carriers |
|
|
Consumer |
|
|
Packaging |
|
|
|
|
|
|
|
|
|
and Paper |
|
|
Packaging |
|
|
Services |
|
|
All Other |
|
|
|
|
|
|
Segment |
|
|
Segment |
|
|
Segment |
|
|
Sonoco |
|
|
Total |
|
Balance as of January 1, 2005 |
|
$ |
183,671 |
|
|
$ |
172,630 |
|
|
$ |
148,268 |
|
|
$ |
65,939 |
|
|
$ |
570,508 |
|
2005 Acquisitions |
|
|
986 |
|
|
|
¾ |
|
|
|
¾ |
|
|
|
¾ |
|
|
|
986 |
|
Goodwill purchase price
adjustments |
|
|
8,900 |
|
|
|
(4,015 |
) |
|
|
16 |
|
|
|
¾ |
|
|
|
4,901 |
|
Other adjustments |
|
|
(1,041 |
) |
|
|
¾ |
|
|
|
¾ |
|
|
|
¾ |
|
|
|
(1,041 |
) |
Foreign currency translation |
|
|
(3,944 |
) |
|
|
1,959 |
|
|
|
(120 |
) |
|
|
(155 |
) |
|
|
(2,260 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 25, 2005 |
|
$ |
188,572 |
|
|
$ |
170,574 |
|
|
$ |
148,164 |
|
|
$ |
65,784 |
|
|
$ |
573,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company continues to adjust the purchase price allocation related to the Sonoco-Alcore
business combination, which was consummated during the fourth quarter of 2004. The purchase
price allocation is subject to adjustment through October 31, 2005 pending finalization of
the plan for restructuring certain aspects of the acquired business. During the first nine
months of 2005, the Company reduced the amount of the purchase price that had been allocated
to customer lists by $6,048 and identified approximately $3,230 of additional purchase price
adjustments, which relate primarily to the closure of certain plants contributed by
Ahlstrom. |
|
|
|
During the third quarter of 2005, the Company completed its annual test for goodwill
impairment in accordance with Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets (FAS 142). Based on the results of this evaluation, the
Company was not required to recognize an impairment charge for goodwill. This evaluation
used forward-looking projections, which included expected improvement in results at certain
reporting units, most notably, the European operations within the Engineered Carriers and
Paper segment. The assessment of the relevant facts and circumstances is ongoing, and if
actual performance in this reporting unit falls significantly short
of the projected results,
a non-cash impairment charge may be required. |
9
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
|
|
Other Intangible Assets
A summary of other intangible assets as of September 25, 2005 and December 31, 2004 is as
follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 25, 2005 |
|
|
December 31, 2004 |
|
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Gross Carrying |
|
|
Accumulated |
|
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
Amortization |
|
Patents |
|
$ |
3,378 |
|
|
$ |
(3,039 |
) |
|
$ |
3,378 |
|
|
$ |
(2,843 |
) |
Customer lists |
|
|
81,224 |
|
|
|
(12,482 |
) |
|
|
88,791 |
|
|
|
(8,251 |
) |
Land use rights |
|
|
6,011 |
|
|
|
(2,113 |
) |
|
|
6,011 |
|
|
|
(2,107 |
) |
Supply agreements |
|
|
5,261 |
|
|
|
(4,589 |
) |
|
|
5,261 |
|
|
|
(4,444 |
) |
Other |
|
|
6,703 |
|
|
|
(4,498 |
) |
|
|
6,644 |
|
|
|
(3,650 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
102,577 |
|
|
$ |
(26,721 |
) |
|
$ |
110,085 |
|
|
$ |
(21,295 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets are amortized, usually on a straight-line basis, over their respective
useful lives, which generally range from three to fifteen years. Aggregate amortization
expense on intangible assets was $1,564 and $1,437 for the three months ended September 25,
2005 and September 26, 2004, respectively, and $5,066 and $4,068 for the nine months ended
September 25, 2005 and September 26, 2004, respectively. Amortization expense on the other
intangible assets identified in the table above is expected to approximate $6,900 in 2005,
$6,700 in 2006, $6,300 in 2007, $6,100 in 2008 and $5,500 in 2009. |
Note 6: Dividend Declarations
|
|
On July 20, 2005, the Board of Directors declared a regular quarterly dividend of $0.23 per
share. This dividend was paid September 9, 2005 to all shareholders of record as of August
19, 2005. |
|
|
|
On October 17, 2005, the Board of Directors declared a regular quarterly dividend of $0.23
per share. This dividend is payable December 9, 2005 to all shareholders of record as of
November 18, 2005. |
Note 7: 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 Companys 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 Companys 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. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 25, |
|
|
September 26, |
|
|
September 25, |
|
|
September 26, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Net income, as reported |
|
$ |
45,913 |
|
|
$ |
40,940 |
|
|
$ |
123,078 |
|
|
$ |
116,235 |
|
Add: Stock-based employee
compensation cost, net of related
tax effects, included in net income,
as reported |
|
|
802 |
|
|
|
829 |
|
|
|
2,500 |
|
|
|
1,687 |
|
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects |
|
|
(838 |
) |
|
|
(1,794 |
) |
|
|
(6,734 |
) |
|
|
(4,628 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proforma net income |
|
$ |
45,877 |
|
|
$ |
39,975 |
|
|
$ |
118,844 |
|
|
$ |
113,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 25, |
|
September 26, |
|
September 25, |
|
September 26, |
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic as reported |
|
$ |
0.46 |
|
|
$ |
0.42 |
|
|
$ |
1.24 |
|
|
$ |
1.19 |
|
Basic proforma |
|
$ |
0.46 |
|
|
$ |
0.41 |
|
|
$ |
1.20 |
|
|
$ |
1.16 |
|
Diluted as reported |
|
$ |
0.46 |
|
|
$ |
0.41 |
|
|
$ |
1.23 |
|
|
$ |
1.18 |
|
Diluted proforma |
|
$ |
0.46 |
|
|
$ |
0.40 |
|
|
$ |
1.19 |
|
|
$ |
1.15 |
|
|
|
Under FAS 123, stock-based employee compensation expense determined using the fair value
method is recognized over the vesting period of the stock options. The majority of stock
options for the 2005 plan year were granted in the first quarter of 2005 and vested on the
date of the grant. This immediate vesting would have resulted in the recognition of most of
the Companys stock-based employee compensation in the first quarter of 2005 under FAS 123.
Stock options for the 2004 plan year were granted in the first quarter of 2004 and vested
over a one-year period. Therefore, under FAS 123, the Company would have recognized
approximately one-fourth of its stock-based employee compensation expense in each of the
first, second and third quarters of 2004. The annual expense would not have been materially
different between 2005 and 2004. |
Note 8: 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. The Company
froze participation for newly hired employees in its traditional
defined benefit pension plan for salaried and non-union hourly
U.S. employees effective December 31, 2003. The Company adopted a
new defined contribution plan, which covers U.S. employees hired
on or after 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 |
|
|
Nine Months Ended |
|
|
|
September 25, |
|
|
September 26, |
|
|
September 25, |
|
|
September 26, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Retirement Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
6,126 |
|
|
$ |
5,720 |
|
|
$ |
19,344 |
|
|
$ |
17,160 |
|
Interest cost |
|
|
15,023 |
|
|
|
14,490 |
|
|
|
45,142 |
|
|
|
43,470 |
|
Expected return on plan assets |
|
|
(18,073 |
) |
|
|
(16,490 |
) |
|
|
(53,988 |
) |
|
|
(49,470 |
) |
Amortization of net transition
obligation |
|
|
151 |
|
|
|
150 |
|
|
|
450 |
|
|
|
450 |
|
Amortization of prior service cost |
|
|
556 |
|
|
|
390 |
|
|
|
1,304 |
|
|
|
1,170 |
|
Amortization of net actuarial loss |
|
|
5,722 |
|
|
|
5,290 |
|
|
|
17,152 |
|
|
|
15,870 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
9,505 |
|
|
$ |
9,550 |
|
|
$ |
29,404 |
|
|
$ |
28,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retiree Health and Life
Insurance Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
1,020 |
|
|
$ |
900 |
|
|
$ |
3,061 |
|
|
$ |
2,700 |
|
Interest cost |
|
|
2,049 |
|
|
|
2,110 |
|
|
|
6,148 |
|
|
|
6,330 |
|
Expected return on plan assets |
|
|
(724 |
) |
|
|
(885 |
) |
|
|
(2,172 |
) |
|
|
(2,655 |
) |
Amortization of prior service cost |
|
|
(2,623 |
) |
|
|
(1,540 |
) |
|
|
(5,703 |
) |
|
|
(4,620 |
) |
Amortization of net actuarial loss |
|
|
1,358 |
|
|
|
1,255 |
|
|
|
4,069 |
|
|
|
3,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
1,080 |
|
|
$ |
1,840 |
|
|
$ |
5,403 |
|
|
$ |
5,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the nine months ended September 25, 2005, the Company made contributions of
approximately $11,500 to its retirement and retiree health and life insurance plans. |
11
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
|
|
Although it is not required to make any mandatory contributions to its domestic pension plan
under ERISA, the Company is currently evaluating its pension funding strategy to determine
the amount, if any, of additional contributions to be made during 2005. The results of this
evaluation are primarily dependent upon the final determination of the year-end discount
rate to be used in calculating the accumulated benefit obligation as well as performance of
plan assets through the balance of 2005. Based on current market conditions, if it chose to
do so, the Company would need to make a discretionary contribution of approximately $80,000
to its domestic pension plan in order to ensure that the accumulated benefit obligation does
not exceed the fair value of the plan assets. |
Note 9: New Accounting Pronouncements
|
|
The American Jobs Creation Act provides a tax deduction for income from qualified domestic
production activities, which will be phased in from 2005 through 2010. In return, the
American Jobs Creation Act also provides for a two-year phase-out of the existing
extra-territorial income exclusion (the ETI) for foreign sales that was viewed to be
inconsistent with international trade protocols by the European Union. The Company expects
the net effect of the phase out of the ETI and the phase in of this new deduction to result
in a decrease in the effective tax rate for fiscal years 2005 and 2006 of approximately 0.2
percentage point based on current earnings levels. In the long term, the Company expects
that the new deduction will result in a decrease of the annual effective tax rate by
approximately one percentage point based on current earnings levels. The American Jobs
Creation Act of 2004 also creates a temporary incentive for U.S. corporations to repatriate
accumulated income earned abroad by providing an 85% dividends received deduction for
certain dividends from controlled foreign corporations in 2005. |
|
|
|
In December 2004, the FASB issued FASB Staff Position 109-1, Application of FASB Statement
No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production
Activities Provided by the American Jobs Creation Act of 2004 (FSP 109-2). Under the
guidance of FSP 109-1, the deduction will be treated as a special deduction as described
in Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (FAS
109). As such, the special deduction has no effect on deferred tax assets and liabilities
existing at the enactment date. Rather, the impact of this deduction will be reported in the
period in which the deduction is claimed on the Companys tax return. |
|
|
|
In December 2004, the FASB issued FASB Staff Position 109-2, Accounting and Disclosure
Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation
Act of 2004 (FSP 109-2). Under the guidance of FSP 109-2, an enterprise is allowed time
beyond the financial reporting period of enactment to evaluate the effect of the American
Jobs Creation Act of 2004 on its plan for reinvestment or repatriation of foreign earnings
for purposes of applying FAS 109. The deduction is subject to a number of limitations. The
Company has not yet decided whether, or to what extent, foreign earnings will be
repatriated; however, depending on the source countries involved, withholding tax may be
incurred on any distribution. Based on its analysis to date, it is possible that the Company
may repatriate some amount between $0 to $100,000 with the respective tax liability ranging
from $0 to $9,000. The Company will finalize its assessment by December 31, 2005. |
|
|
|
In December 2004, the FASB issued a revision to Statement of Financial Accounting Standards
No. 123, Share-Based Payment (FAS 123R), which requires companies to expense the value of
employee stock options and similar awards. Under FAS 123R, share-based payment awards result
in a cost that will be measured at fair value on the awards grant date, based on the
estimated number of awards that are expected to vest. In April 2005, the Securities and
Exchange Commission delayed the effective date of FAS 123R to annual periods beginning after
June 15, 2005. The Company is planning to use the modified prospective transition method,
which does not require restating previous periods results. No additional compensation
expense would be recorded for any vested awards outstanding as of the effective date.
Although the Company continues to reevaluate the number of stock options to be granted each
year, based on its current expectations, the Company expects that earnings per diluted share
will decrease by approximately $.04 in 2006. |
12
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
|
|
In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset
Retirement Obligations, an interpretation of FASB Statement No. 143 (FIN 47), which
requires an entity to recognize a liability for the fair value of a conditional asset
retirement obligation when incurred if the liabilitys fair value can be reasonably
estimated. FIN 47 is effective for fiscal years ending after December 15, 2005. The Company
is currently evaluating the effect that the adoption of FIN 47 will have on its consolidated
results of operations and financial condition but does not expect it to have a material
impact. |
|
|
|
In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154,
Accounting Changes and Error Corrections a replacement of APB Opinion No. 20 and FASB
Statement No. 3 (FAS 154). FAS 154 establishes retrospective application as the required
method for reporting a change in accounting principle, unless it is impracticable, in which
case the changes should be applied to the latest practicable date presented. FAS 154 also
requires that a correction of an error be reported as a prior period adjustment by restating
prior period financial statements. FAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005. |
Note 10: Financial Segment Information
|
|
Sonoco reports its results in three segments, Consumer Packaging, Engineered Carriers and
Paper and Packaging Services. Certain smaller operations are reported as All Other Sonoco. |
|
|
|
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 Engineered Carriers and Paper segment includes the following products: high-performance
paper and composite engineered carriers, paperboard, fiber-based construction tubes and
forms, and recovered paper. |
|
|
|
The Packaging Services segment provides the following products and services:
point-of-purchase displays, folding cartons, packaging fulfillment, product handling, brand
management, and supply chain management. |
|
|
|
All Other Sonoco represents the activities and businesses of the Companys 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, intersegment sales and operating profit for the
Companys three reportable segments and All Other Sonoco. Operating profit at the segmental
level is defined as the segments portion of Income before income taxes on the Companys
Condensed Consolidated Statements of Income adjusted for restructuring charges and net
interest expense. Because segmental results are computed based on the manner in which the
Companys management reviews financial results, restructuring and net interest charges are
not considered in the calculation of operating profit. |
FINANCIAL SEGMENT INFORMATION (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 25, |
|
|
September 26, |
|
|
September 25, |
|
|
September 26, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Net Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Packaging |
|
$ |
315,140 |
|
|
$ |
291,302 |
|
|
$ |
904,364 |
|
|
$ |
820,451 |
|
Engineered Carriers and Paper |
|
|
368,358 |
|
|
|
343,218 |
|
|
|
1,089,439 |
|
|
|
999,098 |
|
Packaging Services |
|
|
114,976 |
|
|
|
97,645 |
|
|
|
331,353 |
|
|
|
221,021 |
|
All Other Sonoco |
|
|
82,584 |
|
|
|
78,952 |
|
|
|
248,510 |
|
|
|
229,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
881,058 |
|
|
$ |
811,117 |
|
|
$ |
2,573,666 |
|
|
$ |
2,270,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
SONOCO PRODUCTS COMPANY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 25, |
|
|
September 26, |
|
|
September 25, |
|
|
September 26, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Intersegment Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Packaging |
|
$ |
878 |
|
|
$ |
578 |
|
|
$ |
2,720 |
|
|
$ |
2,214 |
|
Engineered Carriers and Paper |
|
|
21,909 |
|
|
|
20,858 |
|
|
|
62,100 |
|
|
|
59,508 |
|
Packaging Services |
|
|
57 |
|
|
|
68 |
|
|
|
170 |
|
|
|
188 |
|
All Other Sonoco |
|
|
8,337 |
|
|
|
7,714 |
|
|
|
25,463 |
|
|
|
22,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
31,181 |
|
|
$ |
29,218 |
|
|
$ |
90,453 |
|
|
$ |
83,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Packaging
Operating
Profit |
|
$ |
24,935 |
|
|
$ |
20,987 |
|
|
$ |
71,808 |
|
|
$ |
58,489 |
|
Engineered Carriers and
Paper Operating Profit |
|
|
32,043 |
|
|
|
31,211 |
|
|
|
83,800 |
|
|
|
88,818 |
|
Packaging Services
Operating Profit |
|
|
11,856 |
|
|
|
8,763 |
|
|
|
33,193 |
|
|
|
19,363 |
|
All Other Sonoco Operating
Profit |
|
|
9,284 |
|
|
|
7,491 |
|
|
|
28,722 |
|
|
|
23,589 |
|
Restructuring charges |
|
|
(4,275 |
) |
|
|
(1,148 |
) |
|
|
(18,460 |
) |
|
|
(8,244 |
) |
Interest, net |
|
|
(11,922 |
) |
|
|
(11,713 |
) |
|
|
(32,129 |
) |
|
|
(30,783 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
61,921 |
|
|
$ |
55,591 |
|
|
$ |
166,934 |
|
|
$ |
151,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 11: 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
managements opinion that such costs, when finally determined, will not have a material
adverse effect on the consolidated financial position of the Company.
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 Companys largest potential environmental liabilities.
All of the sites are also the responsibility of other parties. The Companys liability, if
any, is shared with such other parties, but the Companys 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, the ultimate cost to the Company with respect to such sites cannot
be determined. As of September 25, 2005 and December 31, 2004, the Company had accrued
$4,831 and $4,440, respectively, related to environmental contingencies. Actual costs to be
incurred for these environmental matters in future periods will likely vary from current
estimates because of the inherent uncertainties in evaluating environmental exposures.
14
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands except per share data)
(unaudited)
On October 21, 2005 the United States Environmental Protection Agency (EPA) orally
notified Sonoco U. S. Mills, Inc. (U. S. Mills), a wholly-owned subsidiary of the Company,
that EPA may issue a Unilateral Order under Section 106 of the Comprehensive Environmental
Response, Compensation and Liability Act requiring U. S. Mills and another unrelated party
to undertake a program to remove and dispose of PCB contaminated sediments in a portion of
the lower Fox River in Wisconsin, unless U. S. Mills voluntarily agrees to play a primary
role in the cleanup of that portion of the river. The EPA representative stated that the
cost of the program was estimated at between $25,000 and $30,000. Because no such order
against U. S. Mills has yet been issued and because of uncertainty regarding the role and
future actions of the other party, the Company cannot presently estimate the costs U. S.
Mills may incur as a result of EPAs actions, if any. Some or all of any costs incurred may
be covered by insurance or be subject to recoupment from third parties. The Company
acquired U. S. Mills in 2001, and the alleged contamination predates the
acquisition. Based on information currently known to the Company, it does not appear that
U. S. Mills is responsible for the alleged contamination. Although U.S. Mills intends to
continue to seek a resolution of these issues with EPA and the other party, should EPA
proceed as threatened, U. S. Mills intends to vigorously protect its interests.
Income
Taxes
The Company is subject to ongoing examinations by tax authorities of the jurisdictions in
which it operates. The Company regularly assesses the status of these examinations and the
potential for adverse outcomes to determine the adequacy of the provision for income and
other taxes. The Company believes that adequate provision has been made for tax adjustments
that are probable as a result of any examination. While the status of the Companys ongoing
tax examinations is constantly changing due to new tax law developments, statute expirations
and other factors, the Company does not expect the outcome of any tax examination to have a
material effect on its consolidated financial position, results of operations or cash flows.
Note 12: Subsequent Event
On October 1, 2005, The Procter & Gamble Companys (P&G) previously announced acquisition of
The Gillette Company (Gillette) became effective, and Gillette became a wholly-owned
subsidiary of P&G. As of the effective date of this acquisition, sales to P&G could
potentially exceed 10% of the Companys consolidated revenues.
15
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 September 25, 2005, and the related condensed consolidated statements of income for the
three-month and nine-month periods ended September 25, 2005, and September 26, 2004 and the
condensed consolidated statements of cash flows for the nine-month periods ended September 25, 2005
and September 26, 2004. These interim financial statements are the responsibility of the Companys
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 (United States), 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, 2004, 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 March 1, 2005, 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, 2004, is
fairly stated in all material respects in relation to the consolidated balance sheet from which
it has been derived.
/s/PricewaterhouseCoopers LLP
Charlotte, North Carolina
October 26, 2005
16
SONOCO PRODUCTS COMPANY
|
|
|
Item 2. |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
Statements included in this report 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 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, pension plan funding, expected earnings and producing improvements in earnings. Such
forward-looking statements are based on current expectations, estimates and projections about our
industry, managements beliefs and certain assumptions made by management. Such information
includes, without limitation, discussions as to guidance and other 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 certain
risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may
differ materially from those expressed or forecast in such forward-looking statements. Such 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 in 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 costs and results of restructuring activities; resolution
of income tax contingencies; ability to successfully integrate newly acquired businesses into the
Companys 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.
Results of Operations
Third Quarter 2005 Compared with Third Quarter 2004
Company Overview
Net sales for the third quarter of 2005 were $881 million, compared with $811 million for the third
quarter of 2004.
The components of the sales change were approximately:
|
|
|
|
|
($ in millions) |
|
|
|
|
|
Volume |
|
$ |
17 |
|
Selling price |
|
|
15 |
|
Currency exchange rate |
|
|
13 |
|
Acquisitions |
|
|
23 |
|
Other |
|
|
2 |
|
|
Total sales increase |
|
$ |
70 |
|
|
The increase related to acquisitions was primarily due to the formation of the joint venture
between the European engineered carriers and coreboard operations of Sonoco and Ahlstrom
Corporation (Ahlstrom), which is known as Sonoco-Alcore S.a.r.l. (Sonoco-Alcore) in October
2004. Average selling prices in the majority of the Companys businesses were up in the third
quarter of 2005, compared with the same period in 2004. Company-wide sales volumes during the
third quarter of 2005 were up approximately 5% over the same period in 2004. The sales volumes for
the third quarter of 2005 include those from Sonoco-Alcore. Excluding volumes from Sonoco-Alcore,
company-wide sales volumes for the third quarter of 2005 were up approximately 2% over the third
quarter of 2004.
Income before income taxes increased to approximately $62 million for the third quarter of 2005,
compared with approximately $56 million for the third quarters of 2004. The Company continues to
manage the relationship between the year-over-year change in selling prices and the year-over-year
change in material costs (price/cost relationship). Despite higher year-over-year raw material
costs, the Company was able to produce a positive price/cost relationship during the third quarter
of 2005 by implementing price increases and surcharges. In addition to the positive price/cost
relationship, reduced costs, which resulted from ongoing productivity and purchasing initiatives,
had a positive impact on income before income taxes. These positive factors were offset by weaker
demand for engineered carriers and paper
17
SONOCO PRODUCTS COMPANY
in most geographies, higher energy, freight and labor
costs, continued difficult business conditions in Europe, and though improved, startup costs
associated with the Companys new rigid plastic container plant in Wisconsin. Income before income
taxes included pretax charges in connection with the Companys previously announced restructuring
actions of approximately $4 million and $1 million for the third quarter of 2005 and 2004,
respectively. These restructuring charges were not allocated to the operating segments.
The Company does not expect a material change in net sales or net income during the fourth quarter
of 2005. The Company anticipates that the price/cost relationship will remain relatively neutral
and that productivity improvements will be partially offset by year-over-year increases in the cost
of labor, freight and energy.
The effective tax rate for the quarter ended September 25, 2005 was 30.9%, compared with 31.6% for
the quarter ended September 26, 2004. The effective tax rates for the third quarters of both 2005
and 2004 include normal adjustments resulting from the filing of tax returns and the closing of
examination statutes.
Equity in earnings of affiliates/minority interest in subsidiaries for the third quarter of 2005
totaled approximately $3.1 million, compared with approximately $2.9 million for the third quarter
of 2004. This increase was due primarily to minority interest associated with the Sonoco-Alcore
business combination, which was completed during the fourth quarter of 2004.
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 Companys
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.
Operating profit at the segmental level is defined as the segments portion of Income before
income taxes on the Companys Condensed Consolidated Statements of Income, adjusted for
restructuring charges and net interest expense. Because segmental results are computed based on the
manner in which the Companys management reviews financial results, restructuring and net interest
charges are not considered in the calculation of operating profit. General corporate expenses, with
the exception of restructuring charges, interest and income taxes, have been allocated as operating
costs to each of the Companys reportable segments and All Other Sonoco. See Note 10 to the
Companys 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 third quarter of 2005 totaled approximately
$315 million, compared with approximately $291 million in the third quarter of 2004. This increase
was due primarily to increased selling prices in composite cans, rigid plastic containers, closures
and flexible packaging, increased volumes in flexible packaging and the favorable impact of foreign
exchange rates.
Operating profit, as defined above, for the Consumer Packaging segment was approximately $25
million in the third quarter of 2005, up from approximately $21 million for the same period in
2004. This increase resulted primarily from reduced costs related to on-going productivity
initiatives as well as higher volume in flexible packaging. These favorable impacts were partially
offset by a slightly negative price/cost relationship as well as rising costs for energy, freight
and labor.
Engineered Carriers and Paper Segment
The Engineered Carriers and Paper segment includes the following products: high-performance paper
and composite engineered carriers, paperboard, fiber-based construction tubes and forms, and
recovered paper.
18
SONOCO PRODUCTS COMPANY
Net sales of the Engineered Carriers and Paper segment for the third quarter of 2005 totaled
approximately $368 million, compared with approximately $343 million in the third quarter of 2004.
This increase was due primarily to Sonoco-Alcore, which produced an increase in net sales of
approximately $23 million in the third quarter of 2005, compared with the same period in 2004.
Higher selling prices of domestic engineered carriers and paperboard and the favorable impact of
foreign exchange rates also contributed to the increase in net sales in this segment. These
positive factors were partially offset by lower volume in North America.
Operating profit, as defined above, for the Engineered Carriers and Paper segment was approximately
$32 million in the third quarter of 2005, compared with approximately $31 million for the same
period in 2004. The increase in operating profit was primarily due to a favorable price/cost
relationship in North America and productivity improvements and cost reductions resulting from
restructuring actions. These positive factors were partially offset by lower volumes and the mix
of business, continued difficult business conditions in Europe and the impact of higher costs for
energy and freight.
Packaging Services Segment
The Packaging Services segment provides the following products and services: point-of-purchase
displays, folding cartons, packaging fulfillment, product handling, brand management, and supply
chain management.
Net sales of the Packaging Services segment for the third quarter of 2005 totaled approximately
$115 million, compared with approximately $98 million in the third quarter of 2004. This increase
was due primarily to higher volumes at CorrFlex.
Operating profit, as defined above, for the Packaging Services segment was approximately $12
million in the third quarter of 2005, compared with approximately $9 million for the same period in
2004. This increase resulted primarily from increased volume and productivity improvements.
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 third quarter of 2005 totaled approximately $83 million,
compared with approximately $79 million in the third quarter of 2004. This increase was primarily
due to increased volume in wire and cable reels and higher prices in molded plastics, which
resulted from the pass through of increased resin costs.
Operating profit, as defined above, for All Other Sonoco was approximately $9 million in the third
quarter of 2005, compared with approximately $7 million for the same period in 2004. This increase
resulted primarily from increased volume in wire and cable reels as well as on-going productivity
initiatives and cost reductions resulting from restructuring actions. These positive factors were
partially offset by higher costs for energy and freight.
September 2005 Year-to-Date Compared with September 2004 Year-to-Date
Company Overview
Net sales for the first nine months of 2005 were $2,574 million, compared with $2,270 million for
the first nine months of 2004.
The components of the sales change were approximately:
|
|
|
|
|
($ in millions) |
|
|
|
|
|
Volume |
|
$ |
53 |
|
Selling price |
|
|
53 |
|
Currency exchange rate |
|
|
41 |
|
Acquisitions |
|
|
155 |
|
Other |
|
|
2 |
|
|
Total sales increase |
|
$ |
304 |
|
|
19
SONOCO PRODUCTS COMPANY
The increase related to acquisitions was primarily due to the purchase of CorrFlex in May 2004 and
the formation of the joint venture between the European engineered carriers and coreboard
operations of Sonoco and Ahlstrom, which is known as Sonoco-Alcore. Average selling prices in the
majority of the Companys businesses were up in the first nine months of 2005, compared with the
same period in 2004. Company-wide sales volumes during the first nine months of 2005 were up
approximately 9% over the same period in 2004. The sales volumes for the first nine months of 2005
include those from Sonoco-Alcore and Sonoco CorrFlex. Excluding volumes from these newly acquired
businesses, company-wide sales volumes for the first nine months of 2005 were up approximately 2%
over the first nine months of 2004.
Income before income taxes totaled approximately $167 million in the first nine months of 2005,
compared with approximately $151 million for the same period in 2004. This increase was due to the
acquisition of CorrFlex as well as reduced costs, which resulted from ongoing productivity and
purchasing initiatives. Also contributing to this increase was a favorable price/cost relationship.
These increases were partially offset by costs associated with the integration of the European
paper-based tube/core and coreboard operations of Sonoco and Ahlstrom in conjunction with the
formation of Sonoco-Alcore, continued difficult business conditions in Europe, lower volumes and
the mix of business in the Engineered Carriers and Paper segment, and startup costs associated with
the Companys new rigid plastic container plant in Wisconsin. Income before income taxes included
pretax charges in connection with the Companys previously announced restructuring actions of
approximately $18 million and $8 million for the first nine
months of 2005 and 2004, respectively. These restructuring charges were not allocated to the operating segments. Income before income
taxes for the first nine months of 2004 also included the impact of pretax charges of approximately
$5 million, which was associated with an unfavorable legal judgment that was entered against the
Company, and approximately $6 million, which was associated with replacing certain executive life
insurance benefits.
The effective tax rate for the nine months ended September 25, 2005 was 32.7%, compared with 27.6%
for the nine months ended September 26, 2004. Included in the effective tax rate for the nine
months ended September 26, 2004 was the impact of the recognition of certain tax benefits, the
majority of which (approximately $9 million) resulted from the Internal Revenue Service closing its
examination of the Companys tax returns for years 1999 through 2001.
Equity in earnings of affiliates/minority interest in subsidiaries for the first nine months of
2005 totaled approximately $10.7 million, compared with approximately $6.8 million for the first
nine months of 2004. This increase was due primarily to minority interest associated with the
Sonoco-Alcore business combination, which was completed during the fourth quarter of 2004.
Reportable Segments
Consumer Packaging Segment
Net sales of the Consumer Packaging segment for the first nine months of 2005 totaled approximately
$904 million, compared with approximately $820 million in the first nine months of 2004. This
increase was due primarily to increased volumes and selling prices in composite cans, rigid plastic
containers, closures and flexible packaging. The favorable impact of foreign exchange rates also
contributed to the increase in net sales in this segment.
Operating profit, as defined above, for the Consumer Packaging segment in the first nine months of
2005 was approximately $72 million, up from approximately $58 million for the same period in 2004.
This increase resulted primarily from higher volume and the mix of business in flexible packaging
as well as reduced costs related to on-going productivity initiatives. These favorable impacts
were partially offset by a slightly negative price/cost relationship, startup costs at a new
facility and increased costs for energy, freight and labor.
Engineered Carriers and Paper Segment
Net sales of the Engineered Carriers and Paper segment for the first nine months of 2005 totaled
approximately $1,089 million, compared with approximately $999 million in the first nine months of
2004. This increase was due primarily to the formation of Sonoco-Alcore, which resulted in an
increase in net sales of approximately $76 million in the first nine months of 2005, compared with
the same period in 2004. Higher average selling prices and the favorable impact of foreign exchange
rates also contributed to the increase in net sales in this segment. These positive factors were
partially offset by lower volume in North America.
20
SONOCO PRODUCTS COMPANY
Operating profit, as defined above, for the Engineered Carriers and Paper segment in the first nine
months of 2005 was approximately $84 million, compared with approximately $89 million for the same
period in 2004. This decrease resulted primarily from costs associated with the integration of
Sonoco and Ahlstrom operations in Europe, lower volumes in North America and increased costs for
energy, freight and labor. These negative factors were partially offset by a favorable price/cost
relationship in North America and productivity improvements and cost reductions resulting from
restructuring actions. Operating profit for the first nine months of 2004 included the impact of a
pretax charge of approximately $5 million, which related to an unfavorable legal judgment against
the Company.
Packaging
Services Segment
Net sales of the Packaging Services segment for the first nine months of 2005 totaled approximately
$331 million, compared with approximately $221 million in the first nine months of 2004. This
increase was primarily due to the acquisition of CorrFlex as well as higher volumes.
Operating profit, as defined above, for the Packaging Services segment was approximately $33
million in the first nine months of 2005, compared with approximately $19 million for the same
period in 2004. This increase also resulted primarily from the acquisition of CorrFlex.
Productivity initiatives and higher volumes also positively impacted operating profit for this
segment.
All
Other Sonoco
Net sales of All Other Sonoco for the first nine months of 2005 totaled approximately $249 million,
compared with approximately $230 million in the first nine months of 2004. This increase was
primarily due to higher selling prices in molded and extruded plastics, wire and cable reels, and
protective packaging. Higher volumes in wire and cable reels and protective packaging also
contributed to the increase in net sales in All Other Sonoco.
Operating profit, as defined above, for All Other Sonoco was approximately $29 million in the first
nine months of 2005, compared with approximately $24 million for the same period in 2004. This
increase resulted primarily from on-going productivity initiatives and a favorable price/cost
relationship, partially offset by increased costs for energy, freight and labor.
Financial Position, Liquidity and Capital Resources
The Companys financial position remained strong during the first nine months of 2005. Total debt
decreased by approximately $9 million to $898 million from $907 million at December 31, 2004. This
decrease consisted primarily of a reduction in commercial paper borrowings. This decrease was
partially offset by higher debt levels at Sonoco-Alcore, which, for the most part, resulted from
the completion, in accordance with the terms of the joint venture agreement, of replacing certain
intercompany foreign loan obligations with external debt. As a result of the repayment of these
intercompany loan obligations, cash levels increased at the Companys other European operations.
For the first nine months of 2005, cash flows from operations totaled approximately $161 million,
compared with approximately $137 million for the same period in 2004. This increase of
approximately $24 million was primarily a result of improved profitability and lower
contributions to the Companys pension plan. Cash flows from operations for the first nine months
of 2005 included the impact of approximately $11 million for funding the Companys benefit plans,
compared with approximately $16 million for the first nine months of 2004. Cash generated from
operations was used to fund capital expenditures of approximately $92 million and to pay
dividends of approximately $67 million in the first nine months of 2005.
Although it is not required to make any mandatory contributions to its domestic pension plan
under ERISA, the Company is currently evaluating its pension funding strategy to determine the
amount, if any, of additional contributions to be made during 2005. The results of this
evaluation are primarily dependent upon the final determination of the year-end discount rate to
be used in calculating the accumulated benefit obligation as well as performance of plan assets
through the balance of 2005. Based on current market conditions, if it chose to do so, the
Company would need to make a discretionary contribution of approximately $80 million to its
domestic pension plan in order to ensure that the accumulated benefit obligation does not exceed
the fair value of the plan assets.
21
SONOCO PRODUCTS COMPANY
The Company is currently a party to two interest rate swap agreements that effectively swap the
interest rate on $250 million of fixed rate debt to a floating rate. All interest rate swaps
qualified as fair value hedges under Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities (FAS 133). The fair market value of
these interest rate swaps was a favorable position of $9.5 million and $9.7 million as of September
25, 2005 and December 31, 2004, respectively.
At September 25, 2005, the Company had commodity swaps outstanding to fix the costs of a portion of
raw materials and energy for 2005 through 2007 in some cases. The swaps qualify as cash flow hedges under FAS
133. The fair market value of these commodity swaps was a favorable position of $25.2 million
($16.1 million after tax) and $3.4 million ($2.2 million after tax) at September 25, 2005 and
December 31, 2004, respectively.
Restructuring and Impairment
In August 2003, the Company announced general plans to reduce its overall cost structure by an
annual amount of $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
19 plant closings and has terminated approximately 990 employees. As of September 25, 2005, the
Company had incurred cumulative charges, net of adjustments, of approximately $91.6 million pretax
associated with these activities. The Company expects to recognize an additional cost of
approximately $4.3 million pretax in the future associated with these charges, which is comprised
of approximately $1.2 million in severance and termination benefits, $0.2 million in asset
impairment and $2.9 million in other exit costs. Of this amount, approximately $3.9 million is
related to the Engineered Carriers and Paper segment, approximately $0.3 million is related to the
Consumer Packaging segment and approximately $0.1 million is related to All Other Sonoco. As part
of the target to reduce its cost structure by $54 million, the Company also expects to announce the
closing of up to two 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 majority
of 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 2006, using
cash generated from operations.
During the three months ended September 25, 2005, the Company recognized restructuring charges, net
of adjustments, of $4.3 million ($2.6 million after tax), primarily associated with previously
announced plant closings. These restructuring charges, net of adjustments, consisted of severance
and termination benefits of $1.4 million, asset impairment charges of $0.5 million and other exit
costs of $2.4 million.
During the three months ended September 26, 2004, the Company recognized restructuring charges of
$1.1 million ($1.9 million after tax), primarily associated with previously announced plant
closings. These restructuring charges, net of adjustments, consisted primarily of severance and
termination benefits of $0.4 million, asset impairment charges of $0.4 million and other exit costs
of $0.3 million.
During the nine months ended September 25, 2005, the Company recognized restructuring charges, net
of adjustments, of $18.5 million ($12.4 million after tax), primarily associated with previously
announced plant closings. These restructuring charges, net of adjustments, consisted of severance
and termination benefits of $5.3 million, asset impairment charges of $6.6 million and other exit
costs of $6.6 million.
During the nine months ended September 26, 2004, the Company recognized restructuring charges, net
of adjustments, of $8.2 million ($6.5 million after tax), primarily associated with previously
announced plant closings. These restructuring charges, net of adjustments, consisted of severance
and termination benefits of $4.6 million, asset impairment charges of $2.1 million and other exit
costs of $1.5 million.
During the three and nine months ended September 25, 2005, the Company also recorded non-cash
income in the amount of $0.1 million after tax and $1.2 million after tax, respectively, to reflect
Ahlstroms portion of restructuring costs that were charged to expense. This income, which resulted
from the expected closure of certain plants that the Company contributed to Sonoco-Alcore, is
included in Equity in earnings of affiliates/minority interest in subsidiaries in the Companys
Condensed Consolidated Statements of Income.
See Note 3 to the Companys Condensed Consolidated Financial Statements for more information on the
Companys restructuring programs.
22
SONOCO PRODUCTS COMPANY
New Accounting Pronouncements
The American Jobs Creation Act of 2004 provides a tax deduction for income from qualified domestic
production activities, which will be phased in from 2005 through 2010. In return, the American
Jobs Creation Act also provides for a two-year phase-out of the existing extra-territorial income
exclusion (the ETI) for foreign sales that was viewed to be inconsistent with international trade
protocols by the European Union. The Company expects the net effect of the phase out of the ETI
and the phase in of this new deduction to result in a decrease in the effective tax rate for fiscal
years 2005 and 2006 of approximately 0.2 percentage point based on current earnings levels. In the
long term, the Company expects that the new deduction will result in a decrease of the annual
effective tax rate by approximately one percentage point based on current earnings levels. The
American Jobs Creation Act of 2004 also creates a temporary incentive for U.S. corporations to
repatriate accumulated income earned abroad by providing an 85% dividends received deduction for
certain dividends from controlled foreign corporations in 2005.
In December 2004, the FASB issued FASB Staff Position 109-1, Application of FASB Statement No.
109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities
Provided by the American Jobs Creation Act of 2004 (FSP 109-2). Under the guidance of FSP 109-1,
the deduction will be treated as a special deduction as described in Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes (FAS 109). As such, the special
deduction has no effect on deferred tax assets and liabilities existing at the enactment date.
Rather, the impact of this deduction will be reported in the period in which the deduction is
claimed on the Companys tax return.
In December 2004, the FASB issued FASB Staff Position 109-2, Accounting and Disclosure Guidance
for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (FSP
109-2). Under the guidance of FSP 109-2, an enterprise is allowed time beyond the financial
reporting period of enactment to evaluate the effect of the American Jobs Creation Act of 2004 on
its plan for reinvestment or repatriation of foreign earnings for purposes of applying FAS 109.
The deduction is subject to a number of limitations. The Company has not yet decided whether, or to
what extent, foreign earnings will be repatriated; however, depending on the source countries
involved, withholding tax may be incurred on any distribution. Based on its analysis to date, it
is possible that the Company may repatriate some amount between $0 to $100 million with the
respective tax liability ranging from $0 to $9 million. The Company will finalize its assessment
by December 31, 2005.
In December 2004, the FASB issued a revision to Statement of Financial Accounting Standards No.
123, Share-Based Payment (FAS 123R), which requires companies to expense the value of employee
stock options and similar awards. Under FAS 123R, share-based payment awards result in a cost that
will be measured at fair value on the awards grant date, based on the estimated number of awards
that are expected to vest. In April 2005, the Securities and Exchange Commission delayed the
effective date of FAS 123R to annual periods beginning after June 15, 2005. The Company is
planning to use the modified prospective transition method, which does not require restating
previous periods results. No additional compensation expense would be recorded for any vested
awards outstanding as of the effective date. Although the Company continues to reevaluate the
number of stock options to be granted each year, based on its current expectations, the Company
expects that earnings per diluted share will decrease by approximately $.04 in 2006.
In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement
Obligations, an interpretation of FASB Statement No. 143 (FIN 47), which requires an entity to
recognize a liability for the fair value of a conditional asset retirement obligation when incurred
if the liabilitys fair value can be reasonably estimated. FIN 47 is effective for fiscal years
ending after December 15, 2005. The Company is currently evaluating the effect that the adoption of
FIN 47 will have on its consolidated results of operations and financial condition but does not
expect it to have a material impact.
In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154, Accounting
Changes and Error Corrections a replacement of APB Opinion No. 20 and FASB Statement No. 3 (FAS
154). FAS 154 establishes retrospective application as the required method for reporting a change
in accounting principle, unless it is impracticable, in which case the changes should be applied to
the latest practicable date presented. FAS 154 also requires that a correction of an error be
reported as a prior period adjustment by restating prior period financial statements. FAS 154 is
effective for accounting changes and corrections of errors made in fiscal years beginning after
December 15, 2005.
23
SONOCO PRODUCTS COMPANY
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Information about the Companys exposure to market risk was disclosed in its Annual Report on
Form 10-K for the year ended December 31, 2004, which was filed with the Securities and Exchange
Commission on March 2, 2005. There have been no material quantitative or qualitative changes in
market risk exposure since the date of that filing.
Item 4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Under the supervision, and with the participation, of our management, including our principal
executive officer and principal financial officer, we conducted an evaluation pursuant to Rule
13a-15(b) under the Securities Exchange Act of 1934 of our disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on this evaluation,
our principal executive officer and principal financial officer concluded that such controls and
procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were
effective.
Changes
in Internal Controls
The Company is continuously seeking to improve the efficiency and effectiveness of its operations
and of its internal controls. This results in refinements to processes throughout the Company.
However, there has been no change in the Companys internal control over financial reporting (as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the most recent
fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
On October 21, 2005 the United States Environmental Protection Agency (EPA) orally notified
Sonoco U. S. Mills, Inc. (U. S. Mills), a wholly-owned subsidiary of the Company, that EPA may
issue a Unilateral Order under Section 106 of the Comprehensive Environmental Response,
Compensation and Liability Act requiring U. S. Mills and another unrelated party to undertake a
program to remove and dispose of PCB contaminated sediments in a portion of the lower Fox River
in Wisconsin, unless U. S. Mills voluntarily agrees to play a primary role in the cleanup of that
portion of the river. The EPA representative stated that the cost of the program was estimated
at between $25 million and $30 million. Because no such order against U. S. Mills has yet been
issued and because of uncertainty regarding the role and future actions of the other party, the
Company cannot presently estimate the costs U. S. Mills may incur as a result of EPAs actions,
if any. Some or all of any costs incurred may be covered by insurance or be subject to
recoupment from third parties. The Company acquired U. S. Mills in 2001, and the alleged
contamination predates the acquisition. Based on information currently known to the
Company, it does not appear that U. S. Mills is responsible for the alleged contamination.
Although U.S. Mills intends to continue to seek a resolution of these issues with EPA and the
other party, should EPA proceed as threatened, U. S. Mills intends to vigorously protect its
interests.
Item 6. Exhibits.
|
|
|
|
|
Exhibit 15
|
|
|
|
Letter re unaudited interim financial information |
|
Exhibit 31
|
|
|
|
Certifications of Chief Executive Officer and Chief Financial Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 and 17 C.F.R. 240.13a-14(a) |
|
Exhibit 32
|
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 and 17 C.F.R. 240.13a-14(b) |
24
SONOCO PRODUCTS COMPANY
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 thereunto duly authorized.
|
|
|
|
|
SONOCO PRODUCTS COMPANY
(Registrant) |
|
|
|
Date: October 27, 2005
|
|
By: /s/ Charles J. Hupfer |
|
|
|
|
|
Charles J. Hupfer
Senior Vice President and Chief Financial Officer |
|
|
|
|
|
By: /s/ Barry L. Saunders |
|
|
|
|
|
Barry L. Saunders
Staff Vice President and Chief Accounting Officer |
25
SONOCO PRODUCTS COMPANY
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Description |
15
|
|
Letter re: unaudited interim financial information |
31
|
|
Certifications of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 and 17 C.F.R. 240.13a-14(a) |
32
|
|
Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 and 17 C.F.R. 240.13a-14(b) |
26
Ex-15
EXHIBIT 15
October 27, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are
aware that our report dated October 26, 2005 on our review of interim financial
information of Sonoco Products Company for the three and nine month periods ended September 25,
2005 and included in the Companys quarterly report on Form 10-Q for the quarter then ended 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) and S-4 (File No. 333-119863).
Yours very truly,
/s/PricewaterhouseCoopers LLP
Ex-31
EXHIBIT 31
I, Harris E. DeLoach, Jr., certify that:
1. |
|
I have reviewed this quarterly report on Form 10-Q of Sonoco Products Company; |
|
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
|
3. |
|
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
|
4. |
|
The registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
|
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared; |
|
|
b) |
|
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; |
|
|
c) |
|
Evaluated the effectiveness of the registrants disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and |
|
|
d) |
|
Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants most
recent fiscal quarter (the registrants fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial reporting;
and |
5. |
|
The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions): |
|
a) |
|
All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrants ability to record, process, summarize
and report financial information; and |
|
|
b) |
|
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal control
over financial reporting. |
|
|
|
Date: October 27, 2005
|
|
By: /s/ Harris E. DeLoach, Jr. |
|
|
|
|
|
Harris E. DeLoach, Jr.
Chief Executive Officer |
EXHIBIT 31
I, Charles J. Hupfer, certify that:
1. |
|
I have reviewed this quarterly report on Form 10-Q of Sonoco Products Company; |
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2. |
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Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
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3. |
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Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
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4. |
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The registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
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a) |
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Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared; |
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b) |
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Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; |
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c) |
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Evaluated the effectiveness of the registrants disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and |
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d) |
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Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants most
recent fiscal quarter (the registrants fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial reporting;
and |
5. |
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The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions): |
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a) |
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All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
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b) |
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Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal control
over financial reporting. |
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Date: October 27, 2005
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By: /s/ Charles J. Hupfer |
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Charles J. Hupfer
Senior Vice President and Chief Financial Officer |
Ex-32
EXHIBIT 32
Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes Oxley Act of 2002
The undersigned, who are the chief executive officer and the chief financial officer of Sonoco
Products Company, each hereby certifies that, to the best of his knowledge, the accompanying Form
10-Q for the quarter ended September 25, 2005, fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the
report fairly presents, in all material respects, the financial condition and results of
operations of the issuer.
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October 27, 2005 |
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/s/ Harris E. DeLoach, Jr.
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Harris E. DeLoach, Jr. |
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Chief Executive Officer |
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/s/ Charles J. Hupfer
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Charles J. Hupfer |
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Chief Financial Officer |
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A signed original of this written statement required by Section 906 has been provided to
Sonoco Products Company (the Company) and will be retained by the Company and furnished to the
Securities and Exchange Commission upon request. This certification accompanies the Form 10-Q and
shall not be treated as having been filed as part of the Form 10-Q.