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 July 1, 2007
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
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I.R.S. Employer Identification |
of South Carolina
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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 a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer o Non-accelerated filer 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 July
27, 2007:
Common
stock, no par value: 100,919,886
SONOCO PRODUCTS COMPANY
INDEX
2
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
SONOCO PRODUCTS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(Dollars and shares in thousands)
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July 1, |
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December 31, |
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2007 |
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2006* |
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Assets |
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|
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Current Assets |
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|
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|
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Cash and cash equivalents |
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$ |
78,302 |
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$ |
86,498 |
|
Trade accounts receivable, net of allowances |
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|
516,385 |
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|
459,022 |
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Other receivables |
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33,370 |
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|
33,287 |
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Inventories: |
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Finished and in process |
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141,831 |
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126,067 |
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Materials and supplies |
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185,573 |
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|
177,781 |
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Prepaid expenses and other |
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95,304 |
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60,143 |
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1,050,765 |
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942,798 |
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Property, Plant and Equipment, Net |
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1,086,311 |
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1,019,594 |
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Goodwill |
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802,135 |
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667,288 |
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Other Intangible Assets, Net |
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140,462 |
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|
95,885 |
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Other Assets |
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194,154 |
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191,113 |
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Total Assets |
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$ |
3,273,827 |
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$ |
2,916,678 |
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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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$ |
359,200 |
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$ |
357,856 |
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Accrued expenses and other |
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255,329 |
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243,387 |
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Notes payable and current portion of long-term debt |
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50,469 |
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51,903 |
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Accrued taxes |
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9,970 |
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6,678 |
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674,968 |
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659,824 |
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Long-Term Debt, Net of Current Portion |
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926,275 |
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712,089 |
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Pension and Other Postretirement Benefits |
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220,298 |
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209,363 |
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Deferred Income Taxes and Other |
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146,623 |
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116,334 |
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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
100,808 and 100,550 shares issued and outstanding
at July 1, 2007 and December 31, 2006, respectively |
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7,175 |
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7,175 |
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Capital in excess of stated value |
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434,421 |
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430,002 |
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Accumulated other comprehensive loss |
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(219,703 |
) |
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(262,305 |
) |
Retained earnings |
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1,083,770 |
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1,044,196 |
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Total Shareholders Equity |
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1,305,663 |
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1,219,068 |
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Total Liabilities and Shareholders Equity |
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$ |
3,273,827 |
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$ |
2,916,678 |
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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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Six Months Ended |
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July 1, |
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June 25, |
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July 1, |
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June 25, |
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2007 |
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2006 |
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2007 |
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2006 |
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Net sales |
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$ |
994,431 |
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$ |
917,010 |
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$ |
1,950,110 |
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$ |
1,735,779 |
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Cost of sales |
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804,358 |
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742,984 |
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1,574,872 |
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1,405,577 |
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Selling, general and administrative expenses |
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119,823 |
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88,663 |
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209,509 |
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170,000 |
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Restructuring charges |
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3,289 |
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2,564 |
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10,095 |
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4,919 |
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Income before interest and income taxes |
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66,961 |
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82,799 |
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155,634 |
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155,283 |
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Interest expense |
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14,949 |
|
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|
13,999 |
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29,073 |
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|
26,117 |
|
Interest income |
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(2,189 |
) |
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(1,482 |
) |
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(4,825 |
) |
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(2,747 |
) |
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Income before income taxes |
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54,201 |
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70,282 |
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131,386 |
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131,913 |
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Provision for income taxes |
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15,022 |
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24,060 |
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41,570 |
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43,296 |
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Income before equity in earnings of affiliates/minority
interest in subsidiaries |
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39,179 |
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46,222 |
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|
89,816 |
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88,617 |
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Equity in earnings of affiliates/minority interest in
subsidiaries, net of tax |
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|
3,172 |
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|
3,120 |
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|
5,639 |
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5,869 |
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Net income |
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$ |
42,351 |
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$ |
49,342 |
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$ |
95,455 |
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$ |
94,486 |
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Weighted average common shares outstanding: |
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Basic |
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100,990 |
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|
99,342 |
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|
100,848 |
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|
99,864 |
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Diluted |
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102,565 |
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100,530 |
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102,425 |
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101,211 |
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Per common share: |
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Net income: |
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Basic |
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$ |
0.42 |
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|
$ |
0.50 |
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$ |
0.95 |
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$ |
0.95 |
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Diluted |
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$ |
0.41 |
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$ |
0.49 |
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$ |
0.93 |
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$ |
0.93 |
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Cash dividends |
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$ |
0.26 |
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$ |
0.24 |
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$ |
0.50 |
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|
$ |
0.47 |
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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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Six Months Ended |
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July 1, |
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June 25, |
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2007 |
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2006* |
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Cash Flows from Operating Activities: |
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|
|
|
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Net income |
|
$ |
95,455 |
|
|
$ |
94,486 |
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization |
|
|
85,480 |
|
|
|
77,272 |
|
Non-cash Fox River environmental charge |
|
|
20,000 |
|
|
|
|
|
Non-cash share-based compensation expense |
|
|
6,275 |
|
|
|
5,810 |
|
Equity in earnings of affiliates/minority interest in subsidiaries |
|
|
(5,639 |
) |
|
|
(5,869 |
) |
Loss on disposition of assets/asset impairment |
|
|
3,056 |
|
|
|
1,703 |
|
Tax effect of nonqualified stock options |
|
|
8,897 |
|
|
|
5,240 |
|
Excess tax benefit of share-based compensation |
|
|
(8,897 |
) |
|
|
(5,240 |
) |
Deferred taxes |
|
|
(5,751 |
) |
|
|
(8,531 |
) |
Cash dividend from affiliated companies |
|
|
4,502 |
|
|
|
4,098 |
|
Change in assets and liabilities, net of effects from acquisitions,
dispositions, and foreign currency adjustments: |
|
|
|
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|
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|
Receivables |
|
|
(26,309 |
) |
|
|
(35,387 |
) |
Inventories |
|
|
(6,850 |
) |
|
|
17,012 |
|
Prepaid expenses |
|
|
(32,253 |
) |
|
|
(5,729 |
) |
Payables and taxes |
|
|
(16,708 |
) |
|
|
(4,127 |
) |
Benefit plan contributions |
|
|
(6,848 |
) |
|
|
(4,676 |
) |
Other assets and liabilities |
|
|
12,358 |
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|
21,369 |
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Net cash provided by operating activities |
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|
126,768 |
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|
157,431 |
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Cash Flows from Investing Activities: |
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|
Purchase of property, plant and equipment |
|
|
(85,874 |
) |
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|
(59,095 |
) |
Cost of acquisitions, exclusive of cash acquired |
|
|
(212,756 |
) |
|
|
(39,901 |
) |
Proceeds from the sale of assets |
|
|
4,814 |
|
|
|
14,806 |
|
Investment in affiliates and other |
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|
2,652 |
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(2,000 |
) |
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Net cash used in investing activities |
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|
(291,164 |
) |
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(86,190 |
) |
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Cash Flows from Financing Activities: |
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Proceeds from issuance of debt |
|
|
22,157 |
|
|
|
14,002 |
|
Principal repayment of debt |
|
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(26,153 |
) |
|
|
(41,061 |
) |
Net increase in commercial paper borrowings |
|
|
213,000 |
|
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|
18,000 |
|
Net increase in bank overdrafts |
|
|
2,778 |
|
|
|
31,764 |
|
Excess tax benefit of share-based compensation |
|
|
8,897 |
|
|
|
5,240 |
|
Cash dividends common |
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|
(50,294 |
) |
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|
(46,907 |
) |
Shares acquired |
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|
(56,730 |
) |
|
|
(82,668 |
) |
Common shares issued |
|
|
46,460 |
|
|
|
31,863 |
|
|
|
|
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|
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Net cash provided by (used in) financing activities |
|
|
160,115 |
|
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|
(69,767 |
) |
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
Effects of Exchange Rate Changes on Cash |
|
|
(3,915 |
) |
|
|
(432 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Net (Decrease) Increase in Cash and Cash Equivalents |
|
|
(8,196 |
) |
|
|
1,042 |
|
Cash and cash equivalents at beginning of period |
|
|
86,498 |
|
|
|
59,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
78,302 |
|
|
$ |
60,650 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Prior years data have been reclassified to conform to the current years presentation. |
See accompanying Notes to Condensed Consolidated Financial Statements
5
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(unaudited)
|
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|
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, unless otherwise stated)
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
six months ended July 1, 2007, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2007. 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, 2006. |
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|
With respect to the unaudited condensed consolidated financial information of the
Company for the three and six month periods ended July 1, 2007 and June 25, 2006
included in this Form 10-Q, PricewaterhouseCoopers LLP reported that they have applied
limited procedures in accordance with professional standards for a review of such
information. However, their separate report dated July 31, 2007, 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 the Act. |
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|
|
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|
During the second quarter of 2007, the Company acquired Matrix Packaging,
Inc., a blow-mold packaging business with operations in the United States and Canada.
This acquisition, which is expected to generate annual sales of approximately $140,000,
is accounted for in the Consumer Packaging segment. The Company also acquired a small
tube and core business in Mexico, which is included in the Tubes and Cores/Paper segment.
The aggregate cost of these acquisitions was approximately $213,000 in cash. In
conjunction with these acquisitions, the Company recorded a preliminary fair value of
assets acquired as follows: identifiable intangibles of approximately $48,000, goodwill
of approximately $125,000 (none of which is expected to be deductible for income tax
purposes) and other net tangible assets of approximately $40,000. The Company has
accounted for these acquisitions as purchases and, accordingly, has included their
results of operations in consolidated net income from the date of acquisition. |
6
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(unaudited)
|
|
|
Note 3: |
|
Shareholders Equity |
|
|
|
|
|
The following table sets forth the computation of basic and diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 1, |
|
|
June 25, |
|
|
July 1, |
|
|
June 25, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
42,351 |
|
|
$ |
49,342 |
|
|
$ |
95,455 |
|
|
$ |
94,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding |
|
|
100,990,000 |
|
|
|
99,342,000 |
|
|
|
100,848,000 |
|
|
|
99,864,000 |
|
Dilutive effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
1,575,000 |
|
|
|
1,188,000 |
|
|
|
1,577,000 |
|
|
|
1,347,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive shares outstanding |
|
|
102,565,000 |
|
|
|
100,530,000 |
|
|
|
102,425,000 |
|
|
|
101,211,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.42 |
|
|
$ |
0.50 |
|
|
$ |
0.95 |
|
|
$ |
0.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.41 |
|
|
$ |
0.49 |
|
|
$ |
0.93 |
|
|
$ |
0.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options to purchase approximately 3,500 and 1,833,000 shares at July 1, 2007 and
June 25, 2006, 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.
Stock Repurchases
On April 19, 2006, the Companys Board of Directors rescinded all previously approved
stock repurchase programs in conjunction with its approval of a new program, which
authorizes the repurchase of up to 5,000,000 shares of the Companys common stock. On
February 7, 2007, in anticipation of a planned repurchase, the Board of Directors
approved the reinstatement of the first 1,500,000 shares repurchased in 2007 to the total
share authorization. During the first quarter of 2007, the Company repurchased 1,500,000
shares of Sonoco common stock for $56,730. No additional shares were repurchased
pursuant to this program during the second quarter of 2007. Accordingly, at July 1,
2007, 5,000,000 shares remained authorized for future repurchase under the Companys
repurchase program.
7
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(unaudited)
|
|
|
Note 4: |
|
Restructuring Programs |
|
|
|
|
|
The Company has two active restructuring plans, one of which was approved in October 2006
(the 2006 Plan), and the other in August 2003 (the 2003 Plan). During the three- and
six-month periods ended July 1, 2007 and June 25, 2006, the Company recognized total
restructuring charges, net of adjustments, under these two plans as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 1, |
|
|
June 25, |
|
|
July 1, |
|
|
June 25, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Restructuring
charges, net of
adjustments (pre tax) |
|
$ |
3,289 |
|
|
$ |
2,564 |
|
|
$ |
10,095 |
|
|
$ |
4,919 |
|
|
Income tax benefit |
|
|
(423 |
) |
|
|
(895 |
) |
|
|
(2,455 |
) |
|
|
(1,774 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges, net of
adjustments (after tax) |
|
$ |
2,866 |
|
|
$ |
1,669 |
|
|
$ |
7,640 |
|
|
$ |
3,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges are included in Restructuring charges in the Condensed
Consolidated Statements of Income, except for restructuring charges applicable to equity
method investments, which are included in Equity in earnings of affiliates/minority
interest in subsidiaries, net of tax. Additional disclosure concerning each plan is
provided below.
The 2006 Plan
The 2006 Plan calls for the closure of approximately 12 plant locations and the reduction
of approximately 540 positions worldwide. The majority of the restructuring program is
focused on international operations, principally within Europe, and is intended to make
those operations more cost effective. These measures began in the fourth quarter of 2006
and are expected to be substantially complete by the end of 2007.
The total pre-tax cost of the 2006 Plan is estimated to be approximately $37,500, most of
which is related to severance and other termination costs. Accordingly, the vast
majority of the total restructuring cost will result in the expenditure of cash. As of
July 1, 2007, the Company had incurred total charges of $27,596 associated with these
activities. The following table provides additional details of the cumulative charges
recognized through July 1, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
|
Asset |
|
|
|
|
|
|
|
2006 Plan |
|
and |
|
|
Impairment/ |
|
|
Other |
|
|
|
|
Restructuring Charges |
|
Termination |
|
|
Disposal |
|
|
Exit |
|
|
|
|
Inception to Date |
|
Benefits |
|
|
of Assets |
|
|
Costs |
|
|
Total |
|
Tubes and Cores/Paper Segment |
|
$ |
9,915 |
|
|
$ |
3,997 |
|
|
$ |
3,431 |
|
|
$ |
17,343 |
|
Consumer Packaging Segment |
|
|
4,685 |
|
|
|
2,597 |
|
|
|
849 |
|
|
|
8,131 |
|
Packaging Services Segment |
|
|
528 |
|
|
|
¾ |
|
|
|
¾ |
|
|
|
528 |
|
All Other Sonoco |
|
|
847 |
|
|
|
261 |
|
|
|
486 |
|
|
|
1,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Restructuring Charges,
net of adjustments |
|
$ |
15,975 |
|
|
$ |
6,855 |
|
|
$ |
4,766 |
|
|
$ |
27,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company expects to recognize an additional pre-tax cost of approximately $10,000
associated with the 2006 Plan. These expected charges consist primarily of severance and
termination benefits. Of these future costs, it is estimated that $7,800 will impact the
Tubes and Cores/Paper segment, $2,000 will impact the Consumer Packaging segment, and
$200 will impact All Other Sonoco.
8
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(unaudited)
During the three months ended July 1, 2007, the Company recognized restructuring charges
associated with the 2006 Plan of $3,679, net of adjustments. The following table provides
additional details of these net charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
|
Asset |
|
|
|
|
|
|
|
2006 Plan |
|
and |
|
|
Impairment/ |
|
|
Other |
|
|
|
|
Restructuring Charges |
|
Termination |
|
|
Disposal |
|
|
Exit |
|
|
|
|
Second Quarter |
|
Benefits |
|
|
of Assets |
|
|
Costs |
|
|
Total |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tubes and Cores/Paper Segment |
|
$ |
493 |
|
|
$ |
(678 |
) |
|
$ |
897 |
|
|
$ |
712 |
|
Consumer Packaging Segment |
|
|
177 |
|
|
|
2,065 |
|
|
|
248 |
|
|
|
2,490 |
|
Packaging Services Segment |
|
|
230 |
|
|
|
¾ |
|
|
|
¾ |
|
|
|
230 |
|
All Other Sonoco |
|
|
93 |
|
|
|
¾ |
|
|
|
154 |
|
|
|
247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
993 |
|
|
$ |
1,387 |
|
|
$ |
1,299 |
|
|
$ |
3,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The net charges for the three months ended July 1, 2007, relate primarily to the
announced closures of the following: a rigid packaging plant in Germany, rigid packaging
production lines in the United Kingdom, a paper mill in France, a tube and core plant in
Canada, and a molded plastics plant in the United States.
During the three months ended July 1, 2007, the Company also recorded non-cash income in
the amount of $33 after tax in order to reflect a minority interest holders portion of
restructuring costs that were charged to expense.
During the six months ended July 1, 2007, the Company recognized restructuring charges
associated with the 2006 Plan of $10,098, net of adjustments. The following table
provides additional details of these net charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset |
|
|
|
|
|
|
|
2006 Plan |
|
Severance and |
|
|
Impairment/ |
|
|
Other |
|
|
|
|
Restructuring Charges |
|
Termination |
|
|
Disposal |
|
|
Exit |
|
|
|
|
Year to Date |
|
Benefits |
|
|
of Assets |
|
|
Costs |
|
|
Total |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tubes and Cores/Paper Segment |
|
$ |
1,450 |
|
|
$ |
(623 |
) |
|
$ |
1,301 |
|
|
$ |
2,128 |
|
Consumer Packaging Segment |
|
|
3,628 |
|
|
|
2,287 |
|
|
|
694 |
|
|
|
6,609 |
|
Packaging Services Segment |
|
|
451 |
|
|
|
¾ |
|
|
|
¾ |
|
|
|
451 |
|
All Other Sonoco |
|
|
472 |
|
|
|
¾ |
|
|
|
438 |
|
|
|
910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
6,001 |
|
|
$ |
1,664 |
|
|
$ |
2,433 |
|
|
$ |
10,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The net charges for the six months ended July 1, 2007, relate primarily to the same
announced closures as disclosed above for the three months ended July 1, 2007.
During the six months ended July 1, 2007, the Company also recorded non-cash income in
the amount of $43 after tax in order to reflect a minority interest holders portion of
restructuring costs that were charged to expense.
The following table sets forth the activity in the 2006 Plan restructuring accrual
included in Accrued expenses and other on the Companys Condensed Consolidated Balance
Sheets:
9
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
|
Asset |
|
|
|
|
|
|
|
2006 Plan |
|
and |
|
|
Impairment/ |
|
|
Other |
|
|
|
|
Accrual Activity |
|
Termination |
|
|
Disposal |
|
|
Exit |
|
|
|
|
2007 Year to Date |
|
Benefits |
|
|
of Assets |
|
|
Costs |
|
|
Total |
|
Liability, December 31, 2006 |
|
$ |
8,264 |
|
|
$ |
¾ |
|
|
$ |
1,685 |
|
|
$ |
9,949 |
|
New charges |
|
|
6,373 |
|
|
|
2,512 |
|
|
|
2,446 |
|
|
|
11,331 |
|
Cash (payments)/receipts |
|
|
(10,883 |
) |
|
|
848 |
|
|
|
(2,563 |
) |
|
|
(12,598 |
) |
Asset writedown/disposals (noncash) |
|
|
¾ |
|
|
|
(2,512 |
) |
|
|
¾ |
|
|
|
(2,512 |
) |
Foreign currency translation |
|
|
198 |
|
|
|
¾ |
|
|
|
27 |
|
|
|
225 |
|
Adjustments and disposal of assets |
|
|
(372 |
) |
|
|
(848 |
) |
|
|
(13 |
) |
|
|
(1,233 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability, July 1, 2007 |
|
$ |
3,580 |
|
|
$ |
¾ |
|
|
$ |
1,582 |
|
|
$ |
5,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the six months ended July 1, 2007, the Company recognized pre-tax asset impairment
charges totaling $2,512. Most of this cost was associated with the sale of a rigid
packaging business in Germany and the closure of a rigid packaging production line in the
United Kingdom. Both of these operations were part of the Consumer Packaging segment.
Favorable adjustments of $848 were recorded during this same period related to the sale
of equipment previously impaired as the result of the closure of a paper mill in France.
This operation was reported in the Tubes and Cores/Paper segment.
Other exit costs consist primarily of building lease termination charges and other
miscellaneous exit costs.
The Company expects to pay the majority of the remaining 2006 Plan restructuring costs,
with the exception of ongoing pension subsidies and certain building lease termination
expenses, by the end of 2007, using cash generated from operations.
The 2003 Plan
In August 2003, the Company announced general plans to reduce its overall cost structure
by $54,000 pretax by realigning and centralizing a number of staff functions and
eliminating excess plant capacity. Pursuant to these plans, the Company has initiated or
completed 22 plant closings and has reduced its workforce by approximately 1,120
employees. As of July 1, 2007, the Company had incurred cumulative charges, net of
adjustments, of approximately $103,005 pretax associated with these activities. The
following table provides additional details of these net charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
|
Asset |
|
|
|
|
|
|
|
2003 Plan |
|
and |
|
|
Impairment/ |
|
|
Other |
|
|
|
|
Restructuring Charges |
|
Termination |
|
|
Disposal |
|
|
Exit |
|
|
|
|
Inception to Date |
|
Benefits |
|
|
of Assets |
|
|
Costs |
|
|
Total |
|
Tubes and Cores/Paper Segment |
|
$ |
36,873 |
|
|
$ |
17,048 |
|
|
$ |
18,662 |
|
|
$ |
72,583 |
|
Consumer Packaging Segment |
|
|
11,195 |
|
|
|
5,084 |
|
|
|
5,186 |
|
|
|
21,465 |
|
Packaging Services Segment |
|
|
333 |
|
|
|
¾ |
|
|
|
¾ |
|
|
|
333 |
|
All Other Sonoco |
|
|
2,999 |
|
|
|
326 |
|
|
|
92 |
|
|
|
3,417 |
|
Corporate |
|
|
5,094 |
|
|
|
¾ |
|
|
|
113 |
|
|
|
5,207 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Restructuring Charges,
net of adjustments |
|
$ |
56,494 |
|
|
$ |
22,458 |
|
|
$ |
24,053 |
|
|
$ |
103,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company expects to recognize future additional other exit costs of approximately $200
pretax associated with the 2003 Plan. These costs are expected to be comprised of other
exit costs within the Tubes and Cores/Paper segment.
10
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(unaudited)
During the three months ended July 1, 2007, the Company recognized a net restructuring
credit of $390 in connection with the 2003 Plan, compared with a net restructuring charge
of $2,564 recognized during the same period last year. The current years net credit
resulted from a gain on the sale of a building and tract of land adjoining a paper mill
in Downingtown, Pennsylvania, that was shut down in 2005. The gain exceeded other exit
costs incurred during the period associated with this paper mill and a previously closed
tube and core plant in the United States. The following table provides additional
details of these net charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
|
Asset |
|
|
|
|
|
|
|
2003 Plan |
|
and |
|
|
Impairment/ |
|
|
Other |
|
|
|
|
Restructuring Charges |
|
Termination |
|
|
Disposal |
|
|
Exit |
|
|
|
|
Second Quarter |
|
Benefits |
|
|
of Assets |
|
|
Costs |
|
|
Total |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tubes and Cores/Paper Segment |
|
$ |
¾ |
|
|
$ |
(1,025 |
) |
|
$ |
635 |
|
|
$ |
(390 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
¾ |
|
|
$ |
(1,025 |
) |
|
$ |
635 |
|
|
$ |
(390 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tubes and Cores/Paper Segment |
|
$ |
736 |
|
|
$ |
¾ |
|
|
$ |
1,788 |
|
|
$ |
2,524 |
|
Consumer Packaging Segment |
|
|
36 |
|
|
|
¾ |
|
|
|
4 |
|
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
772 |
|
|
$ |
¾ |
|
|
$ |
1,792 |
|
|
$ |
2,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three months ended June 25, 2006, the Company also recorded non-cash income in
the amount of $121 after tax in order to reflect a minority interest holders portion of
restructuring costs that were charged to expense.
During the six months ended July 1, 2007 and June 25, 2006, the Company recognized
restructuring (credits)/charges, net of adjustments, of $(3) and $4,919, respectively.
The current years net credit resulted from a gain on the sale of a building and tract of
land adjoining a paper mill in Downingtown, Pennsylvania, that was shut down in 2005.
The gain exceeded severance and other exit costs incurred during the period associated
with this paper mill and a previously closed tube and core plant in the United States.
The following table provides additional details of these net charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
|
Asset |
|
|
|
|
|
|
|
2003 Plan |
|
and |
|
|
Impairment/ |
|
|
Other |
|
|
|
|
Restructuring Charges |
|
Termination |
|
|
Disposal |
|
|
Exit |
|
|
|
|
Year to Date |
|
Benefits |
|
|
of Assets |
|
|
Costs |
|
|
Total |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tubes and Cores/Paper Segment |
|
$ |
(61 |
) |
|
$ |
(1,025 |
) |
|
$ |
1,083 |
|
|
$ |
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(61 |
) |
|
$ |
(1,025 |
) |
|
$ |
1,083 |
|
|
$ |
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tubes and Cores/Paper Segment |
|
$ |
1,411 |
|
|
$ |
2 |
|
|
$ |
2,817 |
|
|
$ |
4,230 |
|
Consumer Packaging Segment |
|
|
667 |
|
|
|
¾ |
|
|
|
22 |
|
|
|
689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,078 |
|
|
$ |
2 |
|
|
$ |
2,839 |
|
|
$ |
4,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the six months ended June 25, 2006, the Company also recorded non-cash income in
the amount of $221 after tax in order to reflect a minority interest holders portion of
restructuring costs that were charged to expense.
The following table sets forth the activity in the 2003 Plan restructuring accrual
included in Accrued expenses and other on the Companys Condensed Consolidated Balance
Sheets:
11
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
|
Asset |
|
|
|
|
|
|
|
2003 Plan |
|
and |
|
|
Impairment/ |
|
|
Other |
|
|
|
|
Accrual Activity |
|
Termination |
|
|
Disposal |
|
|
Exit |
|
|
|
|
2007 Year to Date |
|
Benefits |
|
|
of Assets |
|
|
Costs |
|
|
Total |
|
Liability, December 31, 2006 |
|
$ |
567 |
|
|
$ |
¾ |
|
|
$ |
4,112 |
|
|
$ |
4,679 |
|
New charges |
|
|
¾ |
|
|
|
¾ |
|
|
|
1,081 |
|
|
|
1,081 |
|
Cash (payments)/receipts |
|
|
(112 |
) |
|
|
2,104 |
|
|
|
(1,426 |
) |
|
|
566 |
|
Asset writedown/disposals (noncash) |
|
|
¾ |
|
|
|
(1,079 |
) |
|
|
¾ |
|
|
|
(1,079 |
) |
Foreign currency translation |
|
|
6 |
|
|
|
¾ |
|
|
|
81 |
|
|
|
87 |
|
Adjustments and disposal of assets |
|
|
(61 |
) |
|
|
(1,025 |
) |
|
|
3 |
|
|
|
(1,083 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability, July 1, 2007 |
|
$ |
400 |
|
|
$ |
¾ |
|
|
$ |
3,851 |
|
|
$ |
4,251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the six months ended July 1, 2007, the Company received cash of $2,104 in
connection with the sale of a building and tract of land associated with a paper mill in
Downingtown, Pennsylvania. The mill had been closed in 2005 and an impairment charge
recognized as the assets were written down to their estimated fair value. The sale
resulted in a favorable adjustment to restructuring as the sales proceeds were in excess
of the adjusted fair value of the assets sold. This adjustment was related to the Tubes
and Cores/Paper segment.
Other exit costs consist primarily of building lease termination charges and other
miscellaneous exit 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 2007, using cash generated from operations.
|
|
|
Note 5: |
|
Comprehensive Income |
|
|
|
|
|
The following table reconciles net income to comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 1, |
|
|
June 25, |
|
|
July 1, |
|
|
June 25, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net income |
|
$ |
42,351 |
|
|
$ |
49,342 |
|
|
$ |
95,455 |
|
|
$ |
94,486 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
adjustments |
|
|
24,647 |
|
|
|
8,047 |
|
|
|
35,591 |
|
|
|
13,872 |
|
Changes in defined benefit plans |
|
|
2,721 |
|
|
|
¾ |
|
|
|
5,152 |
|
|
|
¾ |
|
Changes in derivative financial
instruments, net of income tax |
|
|
(2,462 |
) |
|
|
(2,958 |
) |
|
|
1,859 |
|
|
|
(7,509 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
67,257 |
|
|
$ |
54,431 |
|
|
$ |
138,057 |
|
|
$ |
100,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the components of accumulated other comprehensive loss and
the changes in accumulated other comprehensive loss, net of tax as applicable, for the
three months ended July 1, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
Currency |
|
|
Defined |
|
|
Derivative |
|
|
Other |
|
|
|
Translation |
|
|
Benefit |
|
|
Financial |
|
|
Comprehensive |
|
|
|
Adjustments |
|
|
Plans |
|
|
Instruments |
|
|
Loss |
|
Balance at December 31, 2006 |
|
$ |
(22,630 |
) |
|
$ |
(237,616 |
) |
|
$ |
(2,059 |
) |
|
$ |
(262,305 |
) |
Year-to-date change |
|
|
35,591 |
|
|
|
5,152 |
|
|
|
1,859 |
|
|
|
42,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 1, 2007 |
|
$ |
12,961 |
|
|
$ |
(232,464 |
) |
|
$ |
(200 |
) |
|
$ |
(219,703 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
12
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(unaudited)
At July 1, 2007, the Company had commodity swaps outstanding to fix the costs of a
portion of raw materials and energy. These swaps, which have maturities ranging from
July 2007 to June 2010, qualify as cash flow hedges under Statement of Financial
Accounting Standards No. 133 Accounting for Derivative Instruments and Hedging
Activities. The fair market value of these commodity swaps was a net unfavorable
position of $761 at July 1, 2007, and $3,223 at December 31, 2006.
The cumulative tax benefit of the Defined Benefit Plans was $135,103 at July 1, 2007, and
$138,790 at December 31, 2006. Additionally, the deferred tax (liability) benefit of
Derivative Financial Instruments was $112 and $1,164 at July 1, 2007 and December 31,
2006, respectively. The tax effect on Derivative Financial Instruments for the three and
six months ended July 1, 2007 was $1,400 and $(1,038), respectively.
|
|
|
Note 6: |
|
Goodwill and Other Intangible Assets |
Goodwill
A summary of the changes in goodwill for the quarter ended July 1, 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tubes and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cores |
|
|
Consumer |
|
|
Packaging |
|
|
|
|
|
|
|
|
|
/Paper |
|
|
Packaging |
|
|
Services |
|
|
All Other |
|
|
|
|
|
|
Segment |
|
|
Segment |
|
|
Segment |
|
|
Sonoco |
|
|
Total |
|
Balance as of December 31, 2006 |
|
$ |
225,957 |
|
|
$ |
224,657 |
|
|
$ |
150,973 |
|
|
$ |
65,701 |
|
|
$ |
667,288 |
|
2007 Acquisitions |
|
|
¾ |
|
|
|
125,231 |
|
|
|
¾ |
|
|
|
¾ |
|
|
|
125,231 |
|
Foreign currency translation |
|
|
5,148 |
|
|
|
7,048 |
|
|
|
30 |
|
|
|
70 |
|
|
|
12,296 |
|
Other |
|
|
¾ |
|
|
|
(1,888 |
) |
|
|
¾ |
|
|
|
¾ |
|
|
|
(1,888 |
) |
Adjustments |
|
|
16 |
|
|
|
(789 |
) |
|
|
1 |
|
|
|
(20 |
) |
|
|
(792 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of July 1, 2007 |
|
$ |
231,121 |
|
|
$ |
354,259 |
|
|
$ |
151,004 |
|
|
$ |
65,751 |
|
|
$ |
802,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company expensed goodwill associated with a rigid packaging business in Germany when
that business was sold in the second quarter of 2007. The goodwill expensed totaled
$1,888 and is shown above under the caption Other.
Adjustments to goodwill consist primarily of changes to deferred tax valuation allowances
acquired in connection with acquisitions made in prior years.
Other Intangible Assets
A summary of other intangible assets as of July 1, 2007 and December 31, 2006 is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1, 2007 |
|
|
December 31, 2006 |
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
Accumulated |
|
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
Amortization |
|
Patents |
|
$ |
3,360 |
|
|
$ |
3,260 |
|
|
$ |
3,360 |
|
|
$ |
3,255 |
|
Customer lists |
|
|
156,854 |
|
|
|
25,696 |
|
|
|
108,741 |
|
|
|
20,651 |
|
Land use rights |
|
|
7,025 |
|
|
|
2,919 |
|
|
|
6,855 |
|
|
|
2,797 |
|
Supply agreements |
|
|
1,000 |
|
|
|
600 |
|
|
|
1,000 |
|
|
|
550 |
|
Other |
|
|
10,148 |
|
|
|
5,450 |
|
|
|
8,302 |
|
|
|
5,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
178,387 |
|
|
$ |
37,925 |
|
|
$ |
128,258 |
|
|
$ |
32,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(unaudited)
The Company recorded $48,390 of identifiable intangibles in connection with 2007
acquisitions. Of this total, approximately $46,450 related to customer lists and $1,940
to other identifiable intangibles, primarily trademarks and non-compete agreements.
Other 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 was $2,485 and $1,593 for the three months ended July 1, 2007 and
June 25, 2006, respectively, and $5,037 and $3,398 for the six months ended July 1, 2007
and June 25, 2006, respectively. Amortization expense on other intangible assets is
expected to approximate $11,896 in 2007, $12,929 in 2008, $12,321 in 2009, $11,995 in
2010 and $11,800 in 2011.
|
|
|
Note 7: |
|
Dividend Declarations |
On April 18, 2007, the Board of Directors declared a regular quarterly dividend of $0.26
per share. This dividend was paid June 8, 2007 to all shareholders of record as of May
18, 2007.
On July 18, 2007, the Board of Directors declared a regular quarterly dividend of $0.26
per share. This dividend is payable September 10, 2007 to all shareholders of record as
of August 17, 2007.
|
|
|
Note 8: |
|
Employee Benefit Plans |
The Company provides non-contributory defined benefit pension
plans for a majority of its employees in the United States and
certain of its employees in Mexico and Belgium. Effective
December 31, 2003, the Company froze participation for newly hired
salaried and non-union hourly U.S. employees in its traditional
defined benefit plan. The Company adopted a defined contribution
plan, the Sonoco Investment and Retirement Plan (SIRP), covering
its non-union 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, Canada, and the
Netherlands, 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 components of net periodic benefit cost include the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 1, |
|
|
June 25, |
|
|
July 1, |
|
|
June 25, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Retirement Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
7,220 |
|
|
$ |
7,449 |
|
|
$ |
14,427 |
|
|
$ |
14,888 |
|
Interest cost |
|
|
17,410 |
|
|
|
16,103 |
|
|
|
34,734 |
|
|
|
32,076 |
|
Expected return on plan assets |
|
|
(21,993 |
) |
|
|
(20,240 |
) |
|
|
(43,885 |
) |
|
|
(40,326 |
) |
Amortization of net transition
obligation |
|
|
58 |
|
|
|
153 |
|
|
|
116 |
|
|
|
303 |
|
Amortization of prior service cost |
|
|
484 |
|
|
|
403 |
|
|
|
966 |
|
|
|
806 |
|
Amortization of net actuarial loss |
|
|
5,275 |
|
|
|
7,106 |
|
|
|
10,527 |
|
|
|
14,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
8,454 |
|
|
$ |
10,974 |
|
|
$ |
16,885 |
|
|
$ |
21,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retiree Health and Life
Insurance Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
612 |
|
|
$ |
626 |
|
|
$ |
1,224 |
|
|
$ |
1,252 |
|
Interest cost |
|
|
1,234 |
|
|
|
1,365 |
|
|
|
2,468 |
|
|
|
2,730 |
|
Expected return on plan assets |
|
|
(521 |
) |
|
|
(568 |
) |
|
|
(1,042 |
) |
|
|
(1,136 |
) |
Amortization of prior service cost |
|
|
(2,426 |
) |
|
|
(2,257 |
) |
|
|
(4,852 |
) |
|
|
(4,515 |
) |
Amortization of net actuarial loss |
|
|
1,143 |
|
|
|
1,534 |
|
|
|
2,286 |
|
|
|
3,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit (income)
cost |
|
$ |
42 |
|
|
$ |
700 |
|
|
$ |
84 |
|
|
$ |
1,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(unaudited)
During the six months ended July 1, 2007, the Company made contributions of $6,848 to its
retirement and retiree health and life insurance plans. The Company anticipates that it
will make additional contributions of approximately $4,000 in 2007. The Company also
contributed $1,401 to the SIRP during this same six-month period. No additional SIRP
contributions are expected during the remainder of 2007.
|
|
|
|
|
The Company adopted the provisions of Financial Accounting Standards Board Interpretation
No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), on January 1, 2007. As a
result of the adoption, the Company recorded a reduction of approximately $5,600 to the
January 1, 2007 balance of retained earnings. |
|
|
|
|
|
The Companys total liability for uncertain tax positions was approximately $51,100,
exclusive of interest and penalties, at the date of adoption. Of this balance,
approximately $39,200 would have an impact on the effective tax rate if ultimately
recognized. |
|
|
|
|
|
The Company continues to recognize interest and/or penalties related to income taxes as
part of income tax expense and, at the date of adoption, had approximately $4,700 accrued
for interest, net of tax. |
|
|
|
|
|
The Company and/or its subsidiaries file federal, state and local income tax returns in
the United States and various foreign jurisdictions. With few exceptions, the Company is
no longer subject to U.S. federal, or non-U.S., income tax examinations by tax
authorities for years before 2003. With respect to state and local income taxes, the
Company is no longer subject to examination prior to 2002, with few exceptions. |
|
|
|
|
|
Our estimate for the potential outcome for any uncertain tax issue is highly judgmental.
We believe we have adequately provided for any reasonable foreseeable outcome related to
these matters. However, our future results may include favorable or unfavorable
adjustments to our estimated tax liabilities in the period the assessments are made or
resolved or when statutes of limitation on potential assessments expire. Additionally,
the jurisdictions in which our earnings or deductions are realized may differ from our
current estimates. As a result, our effective tax rate may fluctuate significantly on a
quarterly basis. |
|
|
|
Note 10: |
|
New Accounting Pronouncements |
|
|
|
|
|
In February 2007, the Financial Accounting Standards Board (FASB) issued FAS 159, The
Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment
of FASB Statement No. 115. This Statement permits companies to elect to measure
eligible items at fair value. At each reporting date subsequent to adoption, unrealized
gains and losses on items for which the fair value option has been elected must be
reported in earnings (or another performance indicator if the business entity does not
report earnings). This Statement is effective for Sonoco as of January 1, 2008. Early
adoption is permitted. The adoption of FAS 159 is not expected to have a material impact
on the Companys financial statements. |
|
|
|
|
|
In March 2007, the FASB ratified the consensus reached by the Emerging Issues Task Force
(EITF) in issue 6-10, Accounting for the Deferred Compensation and Post Retirement
Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements. Under
this consensus, the EITF concluded that an employer should recognize a liability for the
postretirement benefit, if any, related to a collateral assignment split-dollar life
insurance arrangement and should recognize and measure the asset under a collateral
assignment arrangement based on the substance of the arrangement. The consensus is
effective for fiscal years beginning after December 15, 2007. The Company is still in the
process of evaluating the effects of EITF Issue 6-10, but its application is not expected
to have a material impact on the Companys financial position or results of operations. |
15
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(unaudited)
In June 2007, the FASB ratified the consensus reached by the EITF in issue 6-11,
Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards. Under
this consensus, the EITF concluded a realized income tax benefit from dividends or
dividend equivalents that are charged to retained earnings and are paid to
employees for equity classified nonvested equity shares, nonvested equity share units,
and outstanding equity share options should be recognized as an increase in additional
paid-in capital. The consensus is effective prospectively for income tax benefits derived
from dividends declared in fiscal years beginning after December 15, 2007. The adoption
of EITF 6-11 is not expected to have a material impact on the Companys financial
statements.
No other accounting pronouncement issued or effective during the current year-to-date
period has had, or is expected to have, a material impact on the Companys consolidated
financial statements.
|
|
|
Note 11: |
|
Financial Segment Information |
|
|
|
|
|
Sonoco reports its results in three segments, Consumer Packaging, Tubes and Cores/Paper
and Packaging Services. The remaining 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
peelable membrane ends and closures. |
|
|
|
|
|
The Tubes and Cores/Paper segment includes the following products: high-performance paper
and composite paperboard tubes and cores; fiber-based construction tubes and forms;
recycled paperboard and linerboard; recovered paper and other recycled materials. |
|
|
|
|
|
The Packaging Services segment provides the following products and services: designing,
manufacturing, assembling, packing and distributing temporary, semi-permanent and
permanent point-of-purchase displays; brand artwork management; and supply chain
management services including contract packing, fulfillment and scalable service centers. |
|
|
|
|
|
All Other Sonoco represents the Companys businesses 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, and therefore cannot be
combined with other operating segments into a reportable segment. All Other Sonoco
includes the following products: wooden, metal and composite wire and cable reels; molded
and extruded plastics; custom-designed protective packaging; and paper amenities such as
coasters and glass covers. |
|
|
|
|
|
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 segment
level is defined as Income before interest and income taxes on the Companys Condensed
Consolidated Statements of Income, adjusted for restructuring charges, which are not
allocated to the reporting segments. |
16
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(unaudited)
FINANCIAL SEGMENT INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 1, |
|
|
June 25, |
|
|
July 1, |
|
|
June 25, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Packaging |
|
$ |
348,500 |
|
|
$ |
327,538 |
|
|
$ |
681,705 |
|
|
$ |
625,839 |
|
Tubes and Cores/Paper |
|
|
429,040 |
|
|
|
386,661 |
|
|
|
834,615 |
|
|
|
725,149 |
|
Packaging Services |
|
|
121,580 |
|
|
|
106,898 |
|
|
|
245,343 |
|
|
|
203,565 |
|
All Other Sonoco |
|
|
95,311 |
|
|
|
95,913 |
|
|
|
188,447 |
|
|
|
181,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
994,431 |
|
|
$ |
917,010 |
|
|
$ |
1,950,110 |
|
|
$ |
1,735,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Packaging |
|
$ |
882 |
|
|
$ |
981 |
|
|
$ |
1,627 |
|
|
$ |
2,106 |
|
Tubes and Cores/Paper |
|
|
24,225 |
|
|
|
22,231 |
|
|
|
46,539 |
|
|
|
43,197 |
|
Packaging Services |
|
|
174 |
|
|
|
36 |
|
|
|
324 |
|
|
|
38 |
|
All Other Sonoco |
|
|
10,721 |
|
|
|
9,536 |
|
|
|
21,078 |
|
|
|
18,690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
36,002 |
|
|
$ |
32,784 |
|
|
$ |
69,568 |
|
|
$ |
64,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Profit
Consumer Packaging |
|
$ |
22,516 |
|
|
$ |
26,332 |
|
|
$ |
52,085 |
|
|
$ |
52,156 |
|
Tubes and Cores/Paper1 |
|
|
22,954 |
|
|
|
37,222 |
|
|
|
63,697 |
|
|
|
64,740 |
|
Packaging Services |
|
|
11,460 |
|
|
|
8,570 |
|
|
|
22,945 |
|
|
|
17,698 |
|
All Other Sonoco |
|
|
13,320 |
|
|
|
13,239 |
|
|
|
27,002 |
|
|
|
25,608 |
|
Restructuring charges |
|
|
(3,289 |
) |
|
|
(2,564 |
) |
|
|
(10,095 |
) |
|
|
(4,919 |
) |
Interest, net |
|
|
(12,760 |
) |
|
|
(12,517 |
) |
|
|
(24,248 |
) |
|
|
(23,370 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
54,201 |
|
|
$ |
70,282 |
|
|
$ |
131,386 |
|
|
$ |
131,913 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Operating profits for the three- and six-month periods ended July 1, 2007,
reflect a $20,000 environmental remediation charge. See Note 12 to the Companys
Condensed Consolidated Financial Statements for details. |
|
|
|
Note 12: |
|
Commitments and Contingencies |
|
|
|
|
|
The Company is a party to various legal proceedings incidental to its business and is
subject to a variety of environmental and pollution control laws and regulations in all
jurisdictions in which it operates. As is the case with other companies in similar
industries, the Company faces exposure from actual or potential claims and legal
proceedings. Some of these exposures have the potential to be material. Information with
respect to these and other exposures appears in Part I Item 3 Legal Proceedings and
Part II Item 8 Financial Statements and Supplementary Data (Note 13 Commitments
and Contingencies) in the Companys Annual Report on Form 10-K for the year ended
December 31, 2006, and in Part II Item 1 of this report. The Company cannot currently
estimate the final outcome of many of the items described or the ultimate amount of
potential losses. |
|
|
|
|
|
Pursuant to Statement of Financial Accounting Standards No. 5, Accounting for
Contingencies, accruals for estimated losses are recorded at the time information
becomes available indicating that losses are probable and that the amounts are reasonably
estimable. Amounts so accrued are not discounted. While the ultimate liabilities relating
to claims and proceedings may be significant to profitability in the period recognized,
it is managements opinion that such liabilities, when finally determined, will not have
an adverse material effect on Sonocos consolidated financial position or liquidity. |
17
SONOCO PRODUCTS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(unaudited)
Environmental Matters
During the fourth quarter of 2005, the United States Environmental Protection Agency
(EPA) notified U.S. Paper Mills Corp. (U.S. Mills), a wholly owned subsidiary of the
Company, that U.S. Mills and NCR Corporation (NCR), an unrelated party, would be jointly
held responsible to undertake a program to remove and dispose of certain PCB-contaminated
sediments at a particular site on the lower Fox River in Wisconsin. U.S. Mills and NCR
reached an agreement between themselves that each would fund 50% of the costs of
remediation, which the Company currently estimates to be between $24,000 and $26,000 for
the project as a whole. The actual costs associated with cleanup of this particular site
are dependent upon many factors and it is reasonably possible that remediation costs
could be higher than the current estimate of project costs. The Company acquired U.S.
Mills in 2001, and the alleged contamination predates the acquisition.
In February 2007, the EPA and Wisconsin Department of Natural Resources issued a general
notice of potential liability under CERCLA and a request to participate in remedial
action implementation negotiations relating to a stretch of lower Fox River, including
the bay at Green Bay, (Operating Units 2 5) to eight potentially responsible parties,
including U.S. Mills. Operating Units 2 5 comprise a vastly larger area than the site
referred to in the paragraph above. Although it has not accepted any liability, U.S.
Mills is reviewing this information and discussing possible remediation scenarios, and
the allocation of responsibility therefor, with other potentially responsible parties. On
April 9, 2007, U.S. Mills, in conjunction with other potentially responsible parties,
presented to the EPA and the Wisconsin Department of Natural Resources a proposed
schedule to mediate the allocation issues among eight potentially responsible parties,
including U.S. Mills. Non-binding mediation began in May 2007 and
should conclude in the third quarter. The mediation proceedings have caused U.S. Mills
to revise its estimate of the range of loss it is probable that it will suffer in
connection with the remediation of Operating Units 2 5. Accordingly, U.S. Mills
recorded a charge of $20,000, in the second quarter for the remediation of Operating
Units 2 5. The charge represents the minimum estimated amount of potential loss U.S.
Mills is likely to incur. Although U.S. Mills ultimate share of the liability could
conceivably exceed its net worth, Sonoco Products Company believes the maximum additional
exposure to Sonocos consolidated financial position is limited to the equity position of
U.S. Mills which was approximately $80,000 as of July 1, 2007, excluding any tax benefits
that may reduce the net charge.
The Company has been named as a potentially responsible party at several other
environmentally contaminated sites. All of the sites are also the responsibility of other
parties. The potential remediation liabilities are shared with such other parties, and,
in most cases, the Companys share, if any, cannot be reasonably estimated at the current
time.
As of July 1, 2007, and December 31, 2006, the Company (and its subsidiaries) had accrued
$32,134 and $15,316, respectively, related to environmental contingencies. These accruals
include $28,551 and $11,661 for U.S. Mills at July 1, 2007 and December 31, 2006,
respectively. U.S. Mills has insurance pursuant to which it may recover some or all of
the costs it ultimately incurs, or it may be able to recoup some or all of such costs
from third parties. There can be no assurance that such claims for recovery would be
successful and no amounts have been recognized in the consolidated financial statements
of the Company for such potential recovery or recoupment.
18
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 July 1, 2007, and the related condensed consolidated statements of income for the three-month
and six-month periods ended July 1, 2007 and June 25, 2006 and the condensed consolidated
statements of cash flows for the six-month periods ended July 1, 2007 and June 25, 2006. 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, 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, 2006, and the
related consolidated statements of income, shareholders equity and cash flows for the year then
ended, managements assessment of the effectiveness of the Companys internal control over
financial reporting as of December 31, 2006 and the effectiveness of the Companys internal
control over financial reporting as of December 31, 2006; and in our report dated February 28,
2007, we expressed unqualified opinions thereon. The consolidated financial statements and
managements assessment of the effectiveness of internal control over financial reporting
referred to above are not presented herein. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 2006, 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
July 31, 2007
19
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, consider, 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; improved
productivity and cost containment; adequacy of income tax provisions; refinancing of debt;
adequacy of cash flows; anticipated amounts and uses of cash flows; effects of acquisitions and
dispositions; adequacy of provisions for environmental liabilities; financial strategies and the
results expected from them; continued payments of dividends; stock repurchases; and producing
improvements in earnings. Such forward-looking statements are based on current expectations,
estimates and projections about our industry, managements beliefs and 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 risks, uncertainties and assumptions that are difficult to predict. Therefore,
actual results may differ materially from those expressed or forecasted in such forward-looking
statements. The risks and uncertainties include, without limitation:
|
|
|
Availability and pricing of raw materials; |
|
|
|
|
Success of new product development and introduction; |
|
|
|
|
Ability to maintain or increase productivity levels and contain or reduce costs; |
|
|
|
|
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 tubes and cores and composite can operations; |
|
|
|
|
Anticipated 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 currency, interest rate and commodity price risk; |
|
|
|
|
Actions of government agencies and changes in laws and regulations affecting the Company; |
|
|
|
|
Anticipated costs of environmental remediation actions; |
|
|
|
|
Loss of consumer confidence; and |
|
|
|
|
Economic disruptions resulting from terrorist activities. |
The Company undertakes no obligation to publicly update or revise forward-looking statements,
whether as a result of new information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this report might not occur.
20
SONOCO PRODUCTS COMPANY
COMPANY OVERVIEW
Sonoco is a leading manufacturer of industrial and consumer packaging products and provider of
packaging services, with 324 locations in 35 countries.
Sonoco competes in multiple product categories with the majority of its operations organized and
reported in three segments: Consumer Packaging, Tubes and Cores/Paper and Packaging Services.
Various other operations are reported as All Other Sonoco. Each of the Companys operating units
has its own sales staff and maintains direct sales relationships with its customers. Some of the
units have service staff at the manufacturing facilities that interact directly with customers.
Divisional sales personnel also provide sales management, marketing and product development
assistance as needed.
Second Quarter 2007 Compared with Second Quarter 2006
RESULTS OF OPERATIONS
The following discussion provides a review of results for the three months ended July 1, 2007
versus the three months ended June 25, 2006.
OVERVIEW
Net income for the second quarter of 2007 was $42.4 million, down 14 percent compared to $49.3
million for the same period in 2006. Results for the second quarter included a $20 million ($11.9
million after-tax) charge relating to an increase in the environmental reserve at a subsidiarys
paper operations in Wisconsin and after-tax restructuring charges of $2.8 million related to
previously announced cost-reduction measures. Prior year results included $1.5 million of after-tax
restructuring charges. Current quarter gross profit margin improved slightly to 19.1%, compared
with 19.0% in 2006. Year-over-year increases in material and other costs were more than offset by
higher average selling prices and productivity improvements. This years second quarter results
also benefited from a lower effective tax rate, 27.7% vs. 34.2% in 2006.
OPERATING REVENUE
Net sales for the second quarter of 2007 were $994 million, compared to $917 million for the
second quarter of 2006, an increase of $77 million.
The components of the sales change were:
|
|
|
|
|
($ in millions) |
|
|
|
|
|
Volume |
|
$ |
(8 |
) |
Acquisitions/Divestitures |
|
|
39 |
|
Selling Prices |
|
|
24 |
|
Currency Exchange Rates |
|
|
22 |
|
|
Total Sales Increase |
|
$ |
77 |
|
|
The impact from selling prices reflects price increases implemented over the past year, primarily
in the Tubes and Cores/Paper segment, to offset the higher costs of material, labor, energy and
freight. Excluding the impact of acquisitions, company-wide volume was down approximately 1% from
second quarter 2006 levels. The acquisitions late in 2006 of Clear Pack Company and the remaining
75% interest in Demolli Industria Cartaria S.p.A. combined with the recent purchase of Matrix
Packaging, Inc. accounted for the majority of the impact of acquisitions on net sales. Domestic
sales were $620 million, up 5.5% over second quarter 2006. International sales were $374 million,
up 13.6% over second quarter 2006, driven by the impact of acquisitions and currency translation.
21
SONOCO PRODUCTS COMPANY
COSTS AND EXPENSES
During the second quarter of 2007, the Company recorded a $20 million charge related to an
increase in the environmental reserve at a subsidiarys paper operations in Wisconsin.
Additional details regarding this matter are discussed in Part II Item 1 Legal Proceedings
of this quarterly report.
The average market price for old corrugated containers (OCC), one of the Companys largest cost
components, was significantly higher than the same period last year and is expected to remain
elevated and unpredictable for the near future. As has been the case over the last several
quarters, managing price swings in OCC will continue to be a challenge over the upcoming
quarters. Despite sharply higher costs for OCC and continued price pressure from certain other
raw materials and operating costs, the Company was able to maintain a positive price/cost
relationship. Manufacturing productivity improvements and lower pension and postretirement
costs in the second quarter of 2007 offset the small volume decline and the negative impact of an
unfavorable change in the mix of products and services sold. Restructuring charges totaled $3.3
million and $2.6 million for the second quarters of 2007 and 2006, respectively. Restructuring
charges are not allocated to the operating segments.
Net interest expense for the second quarter of 2007 increased to $12.8 million, compared with
$12.5 million during the same period of 2006, due to higher debt levels and interest rates.
The effective tax rate was 27.7% compared with 34.2% for the second quarter of 2006. The
year-over-year decrease was due primarily to favorable adjustments to tax contingency reserves
and improved international results.
REPORTABLE SEGMENTS
The following table recaps net sales for the second quarters of 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
July 1, 2007 |
|
|
June 25, 2006 |
|
Net Sales: |
|
|
|
|
|
|
|
|
Consumer Packaging |
|
$ |
348,500 |
|
|
$ |
327,538 |
|
Tubes and Cores/Paper |
|
|
429,040 |
|
|
|
386,661 |
|
Packaging Services |
|
|
121,580 |
|
|
|
106,898 |
|
All Other Sonoco |
|
|
95,311 |
|
|
|
95,913 |
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
994,431 |
|
|
$ |
917,010 |
|
|
|
|
|
|
|
|
Consolidated operating profits, also referred to as Income before income taxes on the
Consolidated Statements of Income, are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
July 1, 2007 |
|
|
June 25, 2006 |
|
Income before income taxes: |
|
|
|
|
|
|
|
|
Operating Profit |
|
|
|
|
|
|
|
|
Consumer Packaging |
|
$ |
22,516 |
|
|
$ |
26,332 |
|
Tubes and Cores/Paper |
|
|
22,954 |
|
|
|
37,222 |
|
Packaging Services |
|
|
11,460 |
|
|
|
8,570 |
|
All Other Sonoco |
|
|
13,320 |
|
|
|
13,239 |
|
Restructuring Charges |
|
|
(3,289 |
) |
|
|
(2,564 |
) |
Interest, net |
|
|
(12,760 |
) |
|
|
(12,517 |
) |
|
|
|
|
|
|
|
Consolidated |
|
$ |
54,201 |
|
|
$ |
70,282 |
|
|
|
|
|
|
|
|
Segment results viewed by Company management to evaluate segment performance do not include
restructuring and net interest charges. Accordingly, the term operating profit, as used with
respect to segment results, is defined as the segments portion of Income before income taxes
excluding restructuring charges and net interest expense. 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.
22
SONOCO PRODUCTS COMPANY
Consumer Packaging
Sonocos Consumer Packaging segment includes the following products: round and shaped rigid
packaging (both composite and plastic); printed flexible packaging; and metal and peelable
membrane ends and closures.
Sales in the Consumer Packaging segment increased approximately $21 million, or 6%, from last
years second quarter. Sales in the Consumer Packaging segment were up year-over-year due
primarily to acquisitions, which accounted for $22 million of the improvement, along with the
favorable impact of foreign currency translation, partially offset by volume declines in rigid
paper containers and flexible packaging. Volume, excluding the impact of acquisitions, declined
approximately 2% as nearly all businesses reported shortfalls.
Despite the benefit of the overall increase in sales, operating profit declined due to the lower
volumes, price reductions in certain flexible packaging without offsetting reductions in costs,
an unfavorable change in the mix of business, and rising operating costs. Productivity for the
segment, while favorable, was negatively impacted by operational issues in flexible packaging.
While management anticipates these operational issues will be corrected over time, they are
expected to persist to a lesser extent over the next several quarters.
Tubes and Cores/Paper
The Tubes and Cores/Paper segment includes the following products: high-performance paper and
composite paperboard tubes and cores; fiber-based construction tubes and forms; and recycled
paperboard, linerboard, recovered paper and other recycled materials.
Sales in the Tubes and Cores/Paper segment increased approximately $42 million, or 11%, from 2006
levels. The second quarter sales increase included additional revenue from acquired businesses
of $16 million, the benefits of higher selling prices throughout the segment and favorable
foreign currency rates. Volume, excluding the impact of acquisitions, declined approximately 2%,
primarily due to declines in North American tubes and cores.
The primary factor contributing to the year-over-year decline in operating profit was the $20
million charge taken in connection with an increase in the environmental reserve at a
subsidiarys paper mill in Wisconsin. Acquisitions, along with productivity improvements, most
notably in European and North American tubes and cores operations partially offset the negative
impact of the environmental charge. Higher selling prices were able to offset higher cost of
material, including OCC, which have remained high after a sharp increase in the first quarter.
Packaging Services
The Packaging Services segment includes the following products and services: designing,
manufacturing, assembling, packing and distributing temporary, semi-permanent and permanent
point-of-purchase displays; brand artwork management; and supply chain management services
including contract packing, fulfillment and scalable service centers.
Sales in the Packaging Services segment increased approximately $15 million, or 13%, from last
years second quarter. Sales in the segment benefited from higher volume in both
point-of-purchase displays and service center operations along with the favorable impact of
foreign currency rates.
Second quarter operating profit increased due to the higher volume and productivity improvements,
partially offset by an unfavorable mix in business and increased operating costs. The Company
expects operating results over the next several quarters in this segment to be negatively impacted
by the outcome of recent bidding activity with a major customer.
All Other Sonoco
All Other Sonoco includes businesses that are not aggregated in a reportable segment and include
the following products: wooden, metal and composite wire and cable reels; molded and extruded
plastics; custom-designed protective packaging; and paper amenities such as coasters and glass
covers.
Sales in All Other Sonoco were basically flat as compared with the same quarter last year as
favorable foreign currency rates offset modestly lower volume in wire and cable reels. Price
increases in protective packaging were basically offset by price decreases in wire and cable
reels that resulted from decreases in lumber costs.
23
SONOCO PRODUCTS COMPANY
Second quarter operating profit was also flat as compared with last year as productivity
improvements in protective packaging, wire and cable reels and molded and extruded plastics were
offset by an unfavorable shift in the mix of business and increased operating costs.
Six Months Ended July 1, 2007 Compared with Six Months Ended June 25, 2006
RESULTS OF OPERATIONS
The following discussion provides a review of results for the six months ended July 1, 2007
versus the six months ended June 25, 2006.
OVERVIEW
Net income for the first half of 2007 was $95.5 million, essentially flat compared to $94.5
million for the same period in 2006. Current year results included a $20 million charge ($11.9
million after-tax) relating to an increase in the environmental reserve at a subsidiarys paper
operations in Wisconsin and after-tax restructuring charges of $7.6 million related to previously
announced cost-reduction measures. Prior year results included $2.9 million of after-tax
restructuring charges. Current year-to-date gross profit margin improved to 19.2%, compared with
19.0% in 2006. The year-over-year increases in material costs were more than offset by higher
average selling prices, while productivity improvements offset the impact of inflation on
operating costs. As a result of the Companys accounting calendar, the first half of 2007
included six more days than the same period of 2006. The impact of these additional days is
included below as part of volume growth.
OPERATING REVENUE
Net sales for the second quarter of 2007 were $1,950 million, compared to $1,736 million for the
second quarter of 2006, an increase of $214 million.
The components of the sales change were:
|
|
|
|
|
($ in millions) |
|
|
|
|
|
Volume |
|
$ |
67 |
|
Acquisitions/Divestitures |
|
|
70 |
|
Selling Prices |
|
|
43 |
|
Currency Exchange Rates |
|
|
34 |
|
|
Total Sales Increase |
|
$ |
214 |
|
|
Selling prices were higher than in second quarter 2006, reflecting price increases implemented
over the past year to offset the impact of higher costs of material, labor, energy and freight.
Excluding the impact of acquisitions, year-to-date company-wide volume was up nearly 4% from 2006
levels, mostly as a result of the additional days in the first half of 2007. The late 2006
acquisitions of Clear Pack Company and the remaining 75% interest in Demolli Industria Cartaria
S.p.A. combined with the recent purchase of Matrix Packaging Inc. accounted for the majority of
the impact of acquisitions on net sales. Domestic sales were $1,218 million, up 8.8% from 2006
levels. International sales were $732 million, up 18.8% over the first half of 2006, driven by
the impact of acquisitions, currency translation and improvement in European Tubes and
Cores/Paper operations.
COSTS AND EXPENSES
Even though OCC unit costs were significantly higher year over year, the Company was able to
increase selling prices sufficiently to maintain a positive price/cost relationship. Additional
positive factors in the year-over-year increase in net income included the impact of
manufacturing productivity improvements, lower pension and postretirement expenses, and the
impact of increased volume and acquisitions. Mostly offsetting these positive factors were the
impacts of inflation on operating expenses and an unfavorable change in the mix of products and
services sold in 2007. During the first half of 2007, the Company recorded a $20 million charge
related to an increase in the environmental reserve at a subsidiarys paper operations in
Wisconsin. Charges in connection with previously announced restructuring actions totaled $10.1
million and $4.9 million for the first half of 2007 and 2006, respectively. Restructuring charges
are not allocated to the operating segments.
Net interest expense for the first half of 2007 increased to $24.2 million, compared with $23.4
million during the
24
SONOCO PRODUCTS COMPANY
same period of 2006, due to higher debt levels and interest rates.
The effective tax rate was 31.6% compared with 32.8% for the same period last year. Both periods
reported included favorable adjustments to tax contingency reserves, while improved international
operations benefited 2007.
REPORTABLE SEGMENTS
The following table recaps net sales for the second quarters of 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
July 1, 2007 |
|
|
June 25, 2006 |
|
Net Sales: |
|
|
|
|
|
|
|
|
Consumer Packaging |
|
$ |
681,705 |
|
|
$ |
625,839 |
|
Tubes and Cores/Paper |
|
|
834,615 |
|
|
|
725,149 |
|
Packaging Services |
|
|
245,343 |
|
|
|
203,565 |
|
All Other Sonoco |
|
|
188,447 |
|
|
|
181,226 |
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
1,950,110 |
|
|
$ |
1,735,779 |
|
|
|
|
|
|
|
|
Consolidated operating profits, also referred to as Income before income taxes on the
Consolidated Statements of Income, are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
July 1, 2007 |
|
|
June 25, 2006 |
|
Income before income taxes: |
|
|
|
|
|
|
|
|
Operating Profit |
|
|
|
|
|
|
|
|
Consumer Packaging |
|
$ |
52,085 |
|
|
$ |
52,156 |
|
Tubes and Cores/Paper |
|
|
63,697 |
|
|
|
64,740 |
|
Packaging Services |
|
|
22,945 |
|
|
|
17,698 |
|
All Other Sonoco |
|
|
27,002 |
|
|
|
25,608 |
|
Restructuring Charges |
|
|
(10,095 |
) |
|
|
(4,919 |
) |
Interest, net |
|
|
(24,248 |
) |
|
|
(23,370 |
) |
|
|
|
|
|
|
|
Consolidated |
|
$ |
131,386 |
|
|
$ |
131,913 |
|
|
|
|
|
|
|
|
Consumer Packaging
Sales in the Consumer Packaging segment increased approximately $56 million, or 9%, from last
years first half. This increase was due primarily to acquisitions, which accounted for $36
million of the increase, volume growth, and the favorable impact of foreign currency translation.
Favorable pricing of rigid paper containers and ends and closures in North America was partially
offset by price reductions in flexible packaging. Year-to-date volume, excluding the impact of
acquisitions, increased approximately 2% as nearly all business units reported growth.
Despite the benefit of the overall increase in sales, operating profit was basically flat as
productivity improvements and the impact of volume growth, both organic and via acquisitions, was
offset by an unfavorable shift in the mix of the business and increases in operating costs.
Despite higher raw material costs, the segment was able to maintain a neutral price/cost
relationship through price increases.
Tubes and Cores/Paper
Sales in the Tubes and Cores/Paper segment increased approximately $109 million, or 15%, from
2006 levels. This increase included additional revenue from acquired businesses totaling $32
million, the benefits of higher selling prices throughout the segment, volume increases and
favorable foreign currency rates. Volume, excluding the impact of acquisitions, increased
approximately 2%, primarily due to global tubes and cores.
Operating profit showed only a modest decline after absorbing a $20 million charge taken for an
increase in environmental reserves. Despite significantly higher raw material costs, primarily
for OCC, the segment maintained a positive price/cost relationship during the first six months of
2007. This favorable relationship, together with
25
SONOCO PRODUCTS COMPANY
productivity improvements, most notably in
European and North American tubes and cores operations, were able to
offset a significant portion of the environmental charge and higher operating costs.
Packaging Services
Sales during the first six months of 2007 in the Packaging Services segment increased
approximately $42 million, or 21%, from 2006s levels. Sales in the segment benefited from
higher volume in both point-of-purchase displays and service center operations along with the
favorable impact of foreign currency rates.
First half operating profit increased due to the higher point-of-purchase volume and productivity
improvements, partially offset by an unfavorable mix in business and increased operating costs.
Because the increased volume in service center operations was largely on a pass-through basis
with little margin, the related increase in sales did not have a material impact on operating
profits.
All Other Sonoco
Sales in All Other Sonoco increased $7 million, or 4% over the first six months of 2006. Volume
growth and favorable foreign currency rates were the major factors behind the increase. Price
changes were not significant during the period.
Operating profit increased on volume growth and productivity improvements in protective packaging,
wire and cable reels and molded and extruded plastics. These gains were partially offset by an
unfavorable shift in the mix of business and increased operating costs.
Financial Position, Liquidity and Capital Resources
The Companys financial position remained strong during the first six months of 2007. Cash flows
from operations totaled approximately $126.8 million in this years first six months, compared with
approximately $157.4 million in the same period last year. This decrease of approximately $30.6
million was primarily the result of increased working capital.
Total debt increased by approximately $213 million to $977 million from $764 million at December
31, 2006, primarily reflecting higher amounts of outstanding commercial paper, which totaled $302
million and $89 million at July 1, 2007 and December 31, 2006, respectively. The higher debt was
principally the result of funding the Companys May 31, 2007 acquisition of Matrix Packaging, Inc.
at a cost of approximately $212 million.
During the six months ended July 1, 2007, the Company received cash proceeds of approximately $46.5
million from the issuance of common stock, which related to the exercise of stock options. In
addition, the Company funded capital expenditures of approximately $85.9 million, paid dividends of
approximately $50.3 million, and repurchased 1,500,000 shares of its common stock at a cost of
approximately $56.7 million.
At July 1, 2007, the Company had commodity swaps outstanding to fix the costs of a portion of
anticipated raw materials and energy purchases. These swaps, which have maturities ranging from
July 2007 to June 2010, qualify as cash flow hedges under FAS 133. The fair market value of these
commodity swaps was a net unfavorable position of $0.8 million and $3.2 million at July 1, 2007 and
December 31, 2006, respectively.
Restructuring and Impairment
Information regarding the Companys restructuring programs is provided in Note 4 to the Companys
Condensed Consolidated Financial Statements.
New Accounting Pronouncements
Information regarding new accounting pronouncements is provided in Note 10 to the Companys
Condensed Consolidated Financial Statements.
26
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, 2006, which was filed with the Securities and Exchange
Commission on February 28, 2007. 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
Information with respect to legal proceedings and other exposures appears in Part I Item 3
Legal Proceedings and Part II Item 8 Financial Statements and Supplementary Data (Note 13 -
Commitments and Contingencies) in the Companys Annual Report on Form 10-K for the year ended
December 31, 2006, and in Part I Item 1 Financial Statements (Note 11 Commitments and
Contingencies) of this report. As noted in the 10-K, in April 2006, the United States and the
State of Wisconsin (plaintiffs) sued U.S. Paper Mills Corp. (U.S. Mills), a wholly owned subsidiary
of the Company, and NCR Corporation (NCR), an unrelated company, to recover certain costs incurred
for response activities undertaken regarding the release and threatened release of hazardous
substances and specific areas of elevated concentrations of polychlorinated biphenyls in sediments
in the Lower Fox River and Green Bay in northeastern Wisconsin (hereinafter the Site). Pursuant to
a Consent Decree agreed to by NCR and U.S. Mills, the Site is to be cleaned up on an expedited
basis and NCR and U.S. Mills started removing contaminated sediment in May 2007. The remediation
will involve removal of sediment from the riverbed, dewatering of the sediment and storage at an
offsite landfill. U.S. Mills and NCR reached an agreement between themselves that each would fund
50% of the costs of remediation, which the Company currently estimates to be between $24 million
and $26 million for the project as a whole. The actual costs associated with cleanup of this
particular site are dependent upon many factors and it is reasonably possible that remediation
costs could be higher than the current estimate of project costs.
In addition to the Site discussed above, as previously disclosed in its Annual Report on Form 10-K
for the year ended December 31, 2006, U.S. Mills faces additional exposure related to potential
natural resource damage and environmental remediation costs for a larger stretch of the lower Fox
River, including the bay at Green Bay, which includes the Site discussed above (Operating Units 2
5). On April 9, 2007, U.S. Mills, in conjunction with other potentially responsible parties
(PRPs), presented to the U.S. Environmental Protection Agency and the Wisconsin Department of
Natural Resources a proposed schedule to mediate the allocation issues among eight PRPs, including
U.S. Mills. Non-binding mediation began in May 2007 and should conclude in the
third quarter of 2007. The mediation proceedings have caused U.S. Mills to revise its estimate of
the range of loss it is probable that it will suffer in connection with the remediation of
Operating Units 2 5. Accordingly, U.S. Mills recorded a charge of $20 million in the second
quarter of 2007 representing the minimum estimated amount of potential loss U.S. Mills is
27
SONOCO PRODUCTS COMPANY
likely to
incur. As has previously been disclosed, the upper end of the range may exceed the net worth of
U.S. Mills;
however, because the discharges of hazardous materials into the environment occurred before the
Company acquired U.S. Mills, and U.S. Mills has been operated as a separate subsidiary of the
Company, the Company does not believe that it bears financial responsibility for the legacy
environmental liabilities of U.S. Mills. Accordingly, the Company continues to believe that the
maximum additional exposure to its consolidated financial position is limited to the equity
position of U.S. Mills, which was approximately $80 million at July 1, 2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Total Number of |
|
(d) Maximum |
|
|
|
|
|
|
|
|
|
|
Shares Purchased as |
|
Number of Shares |
|
|
|
|
|
|
|
|
|
|
Part of Publicly |
|
that May Yet be |
|
|
(a) Total Number of |
|
(b) Average Price |
|
Announced Plans or |
|
Purchased under the |
Period |
|
Shares Purchased1 |
|
Paid per Share |
|
Programs2 |
|
Plans or Programs2 |
4/02/07 5/06/07 |
|
|
3,805 |
|
|
$ |
41.88 |
|
|
|
|
|
|
|
5,000,000 |
|
5/07/07 6/03/07 |
|
|
1,018 |
|
|
$ |
43.22 |
|
|
|
|
|
|
|
5,000,000 |
|
6/04/07 7/01/07 |
|
|
1,364 |
|
|
$ |
43.89 |
|
|
|
|
|
|
|
5,000,000 |
|
Total |
|
|
6,187 |
|
|
$ |
42.54 |
|
|
|
|
|
|
|
5,000,000 |
|
|
|
|
1 |
|
The shares purchased include 6,187 shares withheld to cover the tax withholding
obligations in association with the exercise of stock appreciation rights. These shares were not
repurchased as part of a publicly announced plan or program. |
|
2 |
|
On April 19, 2006, the Companys Board of Directors rescinded all then existing
programs in conjunction with its approval of a new program which authorized the repurchase of up
to 5.0 million shares of the Companys common stock. This new repurchase program does not have a
specific expiration date. On February 7, 2007, the Companys Board of Directors, in anticipation
of a pending 1.5 million share repurchase, authorized the reinstatement of those shares to its
existing 5.0 million share authorization. On February 8, 2007, the Company completed the
repurchase of 1.5 million shares of its common stock and, accordingly, 5.0 million shares remain
available for repurchase. |
Item 4. Submission of Matters to a Vote of Security Holders.
Incorporated by reference to Item 4 of Part II of the Companys Quarterly Report on Form 10-Q for
the quarter ended April 1, 2007.
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) |
28
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: July 31, 2007
|
|
By: /s/ Charles J. Hupfer
Charles J. Hupfer
|
|
|
|
|
Senior Vice President and Chief Financial Officer |
|
|
|
|
(principal financial officer) |
|
|
|
|
|
|
|
|
|
By: /s/ Barry L. Saunders
Barry L. Saunders
|
|
|
|
|
Staff Vice President and Corporate Controller |
|
|
|
|
(principal accounting officer) |
|
|
29
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) |
30