1 COMPARATIVE HIGHLIGHTS (UNAUDITED) Sunoco Products Company First Second Third Fourth (Dollars in thousands except per share) Quarter* Quarter* Quarter* Quarter Year - ------------------------------------------------------------------------------------------------------------------------------------ 1993 Net Sales.......................................................... $466,938 $478,508 $462,324 $539,454 $1,947,224 Gross Profit....................................................... 101,716 107,435 100,561 111,841 421,553 Net income available to common shareholders........................ 26,908 31,808 28,504 30,350 117,570 Per common share - ---------------- Net income available to common shareholders..................... .31 .36 .33 .35 1.35 Dividends - common.............................................. .125 .135 .135 .135 .53 Book value per common share..................................... 7.04 Market price - high............................................. 24-7/8 24-3/4 24 22-1/2 24-7/8 - low.............................................. 21-7/8 21-3/4 20-1/2 19-3/4 19-3/4 - ------------------------------------------------------------------------------------------------------------------------------------ 1992 * * Net Sales.......................................................... $429,793 $461,574 $462,603 $484,056 $1,838,026 Gross Profit....................................................... 85,775 100,582 98,448 101,969 386,774 Income before cumulative effect of changes in accounting principles............................................ 22,128 28,854 27,156 3,113 81,251 Cumulative effect of changes in accounting for postretirement benefits and income taxes......................... (37,892) (37,892) Net income (loss).................................................. (15,764) 28,854 27,156 3,113 43,359 Per common share - ---------------- Income before cumulative effect of changes in accounting principles......................................... .26 .33 .31 .04 .94 Cumulative effect of changes in accounting for postretirement benefits and income taxes...................... (.44) (.44) Net income (loss)................................................ (.18) .33 .31 .04 .50 Dividends - common............................................... .115 .125 .125 .125 .49 Book value per common share...................................... 6.45 Market price - high.............................................. 21-3/8 21 24-3/8 25-1/4 25-1/4 - low............................................... 17-5/8 18-3/8 19 21-1/2 17-5/8 Per share amounts reflect the two-for-one stock split on June 10, 1993. * First, second and third quarters restated to reflect the reclassification of certain costs. ** First quarter 1992 includes a $38,000 after-tax charge, or $.44 per share, to comply with the accounting changes required by FAS 106 and FAS 109, described in Notes 12 and 13 to the Financial Statements. Fourth quarter 1992 includes a $25,000 after-tax, or $.29 per share, restructuring charge described in Note 4, to the Financial Statements. 1993 - THE YEAR IN REVIEW JANUARY - - Completed acquisition of the OPV/Durener Group, Germany's second largest manufacturer of tubes and cores. - - Purchased Crellin Holding, Inc., a major manufacturer of molded plastics. MARCH - - Sold the European operations of the High Density Film Products Division. APRIL - - Announced a two-for- one split of Sonoco common stock effective June 10, 1993. - - Robert Brown elected to Sonoco's Board of Directors. - - Sold Edgeboard operations. MAY - - Completed purchase of the Jefferson Smurfit composite can operation in Mexico. - - Sold liquid packaging operations to Liqui-Box Corporation. SEPTEMBER - - Began producing Engineered Cushion Fibre (ECF) protective packaging in the United States and Singapore. - - Made tender offer to purchase Engraph, Inc. OCTOBER - - Acquired Engraph, Inc. after a successful tender offer. Acquisition valued at approximately $300 million, net of debt assumed. - - Leo Benatar, Chairman and CEO of Engraph, joined Sonoco and was named to the Board of Directors. - - Peter Browning, former Chairman and CEO of National Gypsum, joined Sonoco as Executive Vice - President responsible for the global operation of the Industrial Products and Paper businesses. - - Completed successful offering of $172 million in convertible preferred stock and $175 million in long- term notes. DECEMBER - - Completed the year with a 10% decrease in the Sonoco Personal Injury Rate, which was a record low .98. - - Posted best annual sales and earnings in the 95-year history of Sonoco. 2 MANAGEMENT'S DISCUSSION AND ANALYSIS Results of Operations 1993-1992 Consolidated net sales for 1993 were $1.95 billion compared with $1.84 billion in 1992, an increase of 5.9%. The sales gain included acquisitions and base business growth offset by operations sold as part of the 1992 restructuring and exchange rate changes in 1993. The acquisitions of Engraph, Crellin, OPV/Durener and a composite can plant in Mexico added $154 million in sales in 1993. Edgeboard, European plastic bags, liquid packaging, packaging tapes and U.K. reel operations were sold, reducing sales in 1993 by $38.6 million compared with 1992. The exchange rate losses associated with the stronger dollar in 1993 were $35 million, or 1.9% of 1992 sales. Net income for 1993 was $117.6 million, or $1.35 per share, compared with a restated 1992 income of $106.3 million, or $1.23 per share. The $1.23 per share in 1992 has been restated to exclude the 1992 cumulative effect of FAS 106 and FAS 109, as well as the restructuring reserve (all of which had a total negative impact of $.73 per share). The 1993 earnings represent a 10.7% increase over restated 1992 earnings. The 1993 profit included a non-operating gain of $.04 per share, as described in Note 3 to the financial statements. On a consolidated basis, the gross profit margin in 1993 increased to 21.6% from 21% in 1992. While some of our major industrial packaging operations felt the impact of poor business conditions, our consumer businesses performed well. The increase also reflects restructuring actions the Company has taken and investments made over the past couple of years. Further information on sales and profits is included in the segment discussion below. Acquisitions had a significant impact on 1993 earnings, which is expected to continue in the future. The aggregate cost of these acquisitions, net of debt assumed, was $393 million. With the additional goodwill ($292 million) and preferred stock and debt financing, dilution of approximately $.04 per share is expected in 1994, declining in 1995, with no dilution anticipated in 1996. Capital expenditures in 1993 of $115.6 million include projects to expand capacity and improve productivity and quality. Research and development costs charged to expense in 1993 were $12.9 million as compared with $11.7 million in 1992. Sonoco's effective tax rate in 1993 was 39% compared with 39.5% in 1992. CONVERTED PRODUCTS SEGMENT. The converted products segment consists of businesses that manufacture fibre and plastic tubes, cores and cones--used primarily as industrial carriers; composite canisters--used to package a variety of products including frozen concentrates, snack foods, nuts, solid shortening, refrigerated dough, biscuits and pastries, powdered beverages, coffee, paints, cleansers and other products; caulking cartridges--used for packaging adhesives and sealants; fibre drums, plastic drums, intermediate bulk containers--used for packaging a wide variety of products for bulk packaging; protective packaging products like solid fibre partitions, Sonopost(R) corner posts and Engineered Cushion Fibre; injection molded plastic products, pressure-sensitive labels and package inserts, screen printing for fleet graphics and vending machines, paperboard cartons, flexible packaging and specialties. Converted products is the largest of Sonoco's business segments representing approximately 60% of the Company's consolidated sales and profits. Trade sales for this segment in 1993 were $1.19 billion compared with $1.07 billion in 1992, an increase of 11.2%. This increase is primarily due to the acquisition of Engraph and Crellin. Demand in our industrial businesses was down, reflecting the depressed state of many of the major markets served. Selling price pressures were intense due to competition and customer profit pressures in these markets. The economic improvement experienced in the fourth quarter of 1993, and expected to continue in 1994, should improve the sales growth outlook for our industrial businesses in 1994. Our consumer businesses also experienced selling price pressure and low growth in 1993. The overall operating profit for the converting segment was $122.5 million compared with $94.4 million in 1992. The 1992 results included a restructuring charge of $9.7 million. Profits in the converting segment increased due to acquisitions, lower material costs and the benefits of the restructuring actions taken in 1992. Capital spending rose to $37.9 million in 1993 from $33.8 million in 1992. Major projects included actions to expand capacity and improve productivity and quality. PAPER SEGMENT. The paper segment consists of 21 U.S. cylinder board (Graph) NET SALES BY SEGMENT (Millions $) 3 MANAGEMENT'S DISCUSSION AND ANALYSIS machines, one Fourdrinier paper machine and Paper Stock Dealers, Inc., a recovered paper collection and processing subsidiary. The Fourdrinier paper machine, located in Hartsville, S.C., has an annual capacity of approximately 176,000 tons. This machine produces corrugated medium sold under contract to Georgia-Pacific Corporation. Sonoco's U.S. cylinder board capacity is approximately 750,000 tons a year. Most of the board produced on these machines is sold to Sonoco's paper converting operations with about 18% of the capacity going to external customers. Paper Stock Dealers has more than 20 collection facilities purchasing and processing recovered paper for use by Sonoco paper mills and for sale to external customers. Sonoco annually recycles more than a million tons of recovered paper and much of this is provided through this subsidiary and mill-site collections. Total domestic paper sales, including both internal and external, for 1993 were $278.9 million, a decrease of 1.3%, compared with $282.6 million for 1992. Lower prices in corrugated medium (which began to rise late in 1993 indicating a strengthening in the domestic market) coupled with flat industrial products sales and lower fibre drum sales were the primary factors affecting this segment. Operating profits for 1993 were $57.9 million, 11.5% below the $65.4 million in 1992. The decline in profits is due to lower volume and reduced prices in corrugated medium; lower external cylinder board volume and prices slightly below 1992 levels; and higher costs in several areas. Capital spending of $20.5 million in 1993 compared with $15.6 million in 1992. Projects were primarily focused on process improvements and productivity enhancements on cylinder board machines. INTERNATIONAL SEGMENT. The international segment includes all of Sonoco's non-U.S. operations, the largest of which are in the United Kingdom, Canada, France, Mexico, Australia and Germany. These operations are similar to the U.S. operations in products and markets served. Trade sales in the international segment totaled $404.1 million in 1993 compared with $444.7 million in 1992. Unfavorable exchange rates and the disposition of several business units that were a part of the 1992 restructuring program, accounted for $35 million and $37 million, respectively, of the sales decline. Sales were also negatively impacted by depressed paper markets in Canada, Mexico and Europe. Partially offsetting these were additional sales from acquisitions completed during 1993 and increased sales in the Asia Pacific region. Operating profits in the international segment totaled $11.9 million as compared with a loss in 1992 of $12.4 million. Included in the 1992 results is a $31.8 million restructuring charge. Excluding this charge, profits in 1993 were $7.5 million lower than 1992. Although Canada, Mexico and Australia had profit improvements in their converting operations, these improvements were more than offset by inefficiencies in consolidating businesses in Europe, exchange rate losses, and lower paper volume and prices due to several weak economies. Capital spending in this segment was $41.2 million compared with $48.3 million in 1992. Major projects include the start-up of a tape core operation in Italy and a project in Canada to generate power for internal use. MISCELLANEOUS SEGMENT. The miscellaneous segment is made up of several operations, the largest being High Density Film Products, producers of plastic bags for the grocery and retail industries, agricultural mulch film and other products. Also included is Baker Reels, a national manufacturer of nailed wood and metal reels for the wire and cable industries. Trade sales were $244 million in 1993, or 14.5% more than the $213 million in 1992. Volume increased in both operations. In addition, selling prices were increased in our reels business in response to higher lumber cost. Operating profits for the miscellaneous segment were $34.9 million in 1993 compared with $23.5 million in 1992. The improved profit in this segment is due to increased volume and excellent cost control. Capital spending in this segment was $9.1 million compared with $5.5 million in 1992. Major projects included capacity expansion at several High Density Film Products plants. (Graph) Identifiable Assets By Segment (Millions $) 4 MANAGEMENT'S DISCUSSION AND ANALYSIS CORPORATE. Interest income, interest expense and unallocated corporate expenses are excluded from the operating profits by segment and are shown under Corporate. Interest expense in 1993 was $31.2 million compared with $30.4 million in 1992. In 1993, the benefit of declining global short-term interest rates was more than offset by higher average debt levels as a result of acquisitions. Corporate operating profit in 1993 includes a non-operating gain of $5.8 million described in Note 3. Results of Operations 1992-1991 Consolidated net sales for 1992 were $1.84 billion, an increase of 8.2% compared with 1991 sales of $1.70 billion. This sales increase was due to strong demand at some of our operations, selling price increases and the effect of several small acquisitions. Net income for 1992 was $43.4 million, or $.50 per share, compared with $94.8 million, or $1.10 per share, in 1991. Results in 1991 included a $.05 per share gain from the sale of Sonoco's 40% interest in Sonoco Graham. Income in 1992 was reduced by a charge to comply with adoption of accounting standards FAS 106 ("Employers' Accounting for Postretirement Benefits Other Than Pensions") and FAS 109 ("Accounting for Income Taxes"). The net impact of these two accounting changes was a non-cash, after-tax charge of $38 million, or $.44 per share, retroactive to the beginning of 1992. Adoption of FAS 106 also resulted in an incremental, annual retiree benefit expense of approximately $3 million after-tax, or $.03 per share, which was retroactively charged over all four quarters in 1992. The accounting changes are described more fully in Notes 12 and 13. In addition to accounting changes, income was reduced by a one-time, after-tax charge of $25 million, or $.29 per share, that was taken in the fourth quarter to cover costs associated with restructuring several of the Company's operations, primarily at foreign locations. The restructuring included closing, consolidating or relocating several plants worldwide. Earnings adjusted for the accounting changes and restructuring charge would have been $109 million, or $1.26 per share, in 1992, an increase of 20% over the comparable $1.05 per share from operations reported in 1991. On a consolidated basis, the gross profit margin in 1992 increased to 21% from 20.5% in 1991. This performance reflected the rebound of our operations from the worldwide economic conditions that negatively impacted performance during 1991. These results also reflected actions the Company had taken and investments made over the past two years to enhance competitiveness in our markets. Capital expenditures in 1992 were $109.3 million. This spending included projects undertaken as part of our continuous improvement efforts to increase quality, reduce costs and improve safety throughout the Company. Research and development costs charged to expense increased in 1992 to $11.7 million compared with $9.9 million in 1991. This increased spending focused on projects related to Sonoco's primary businesses and reflects our commitment to ensure the Company is the technology leader in our markets. Also during 1992, the Company invested approximately $10 million in outside consultants to assist us on a variety of projects. This investment began to pay off during the year and will show continued results. This level of investment did not continue in 1993. Sonoco's effective tax rate in 1992 was 39.5% compared with 40.8% in 1991. CONVERTED PRODUCTS SEGMENT. Trade sales in this segment totaled $1.07 billion in 1992, an increase of 4.9% over the $1.02 billion in 1991. Sales increased in all of our traditional businesses due primarily to improved demand and selling prices in some markets coupled with two smaller acquisitions completed during the first quarter of 1992. Operating profits in this segment were $94.4 million compared with $92.8 million in 1991. Included in the 1992 operating profits is a $9.7 million restructuring charge for the consolidation and relocation of several plants. In addition, the incremental cost of adopting FAS 106 to this segment was $2.8 million. Excluding these charges, operating profits would have been $106.9 million. The profit improvement was due to improved demand, increased selling prices and the acquisitions during the year. Capital spending in this segment was $33.8 million in 1992 compared with $25.5 million in 1991. Major projects included the completion of a new corner post plant and a new industrial carrier research and development facility, as well as other projects to enhance productivity and improve quality. (Graph) Operating Income by Segment (millions $) 5 MANAGEMENT'S DISCUSSION AND ANALYSIS PAPER SEGMENT. Total segment sales, including both internal and external paper sales, were $282.6 million in 1992, a 5% increase over the $269.1 million in 1991. Internal consumption of Sonoco's cylinder board remained about the same as 1991. Corrugated medium volume increased 6.6% in 1992, reflecting an increase in demand from Georgia-Pacific. Selling prices, which had been down because of adverse market conditions, increased about 2% in 1992. Operating profits in this segment were $65.4 million compared with $56.6 million in 1991 due primarily to increased selling prices and lower recovered paper cost. Capital spending of $15.6 million was invested to improve processes and productivity on several of the cylinder board machines as paper operations worked to focus certain mills on specific grades of board. INTERNATIONAL SEGMENT. Trade sales in the international segment were $444.7 million in 1992, an 18.3% increase over the $375.9 million in 1991. This sales increase is due primarily to the acquisition of the Trent Valley paper mill in Canada during the first quarter of 1992, as well as the impact of full-year sales from several 1991 acquisitions--Sonoco Containers Inc., Rolex and Coretech-Sonoco Limited. Operating losses in the international segment totaled $12.4 million in 1992, compared with profits of $14.4 million in 1991. Included in the 1992 results is a $31.8 million restructuring charge for the closing and consolidation of several plants, as well as elimination of some operations that drained profits. Excluding the restructuring charge, profits for this segment would have been $19.4 million. The profit increase was attributed to increased volume due to acquisitions in Canada and improved operating performance in the European and South American regions. Profits in this segment were adversely impacted by consulting costs in support of efforts to position the Company for longer-term international growth. Capital spending for 1992 was $48.3 million compared with $40.7 million in 1991. Major projects included significant reinvestment in Mexico to enhance tube and core quality, a new tube and core plant in Malaysia and a new partitions plant in Mexico. It also included a new research and development facility in France. MISCELLANEOUS SEGMENT. Trade sales in 1992 were $213 million compared with $197.9 million in 1991. The sales increase is due primarily to the increased volume in the plastic bag operations. Operating profits for 1992 were $23.5 million compared with $21.1 million in 1991. Selling prices for plastic bags declined in 1992 due to competitive pressures. However, the selling price decline was more than offset by volume increases, high-capacity utilization and improved productivity. Capital spending in this segment was $5.5 million in 1992 compared with $9.7 million in 1991. Spending was primarily focused on projects to improve processes and quality in the plastic bag operations. During 1992, Baker Reels acquired a West Coast reel manufacturer. CORPORATE. Interest expense in 1992 was $30.4 million compared with $28.2 million in 1991. In 1992, the benefit of declining short-term interest rates was more than offset by slightly higher average debt levels and a higher average ratio of fixed-to-floating rate debt as compared to 1991. The $8.5 million pretax gain from the sale of Sonoco Graham was included under Corporate in 1991. Corporate capital expenditures were $6.1 million in 1992 compared with $1.9 million in 1991, representing a return to normal spending levels and includes several projects delayed in 1991 due to cost containment efforts. Financial Position, Liquidity and Capital Resources Sonoco's financial position remained strong in 1993 and 1992. The debt to total capital ratio was 38% at December 31, 1993, compared with 35.1% and 30.6% at December 31, 1992 and 1991, respectively. Debt increased $200 million to $515.8 million at December 31, 1993, primarily due to increased spending on acquisitions, partially offset by $42.5 million in proceeds from asset dispositions and $33.7 million from the early repayment of the 10.9% Sonoco Graham note. Debt increased $32.8 million in 1992 to $316 million, due to increased capital spending and acquisitions. Capital spending, including acquisitions, was $508.5 million in 1993 compared with $144.3 million in 1992 and $102 million in 1991. In September 1993, the Company entered into a $375 million term-loan agreement (the "bridge facility") in order to obtain the financing required for the acquisition of the outstanding shares of Engraph, Inc., to repay certain existing facilities, and to pay related expenses. As of December 31, 1993, the commitment under the bridge facility had been terminated and all advances had been repaid primarily from the proceeds of the debt and convertible preferred stock as described later. In October 1993, the Company filed a shelf registration with the Securities and Exchange Commission for the future issuance of 6 MANAGEMENT'S DISCUSSION AND ANALYSIS (Graph) CAPITAL SPENDING BY SEGMENT (millions $) up to an additional $225 million of debt securities, thereby increasing the amount of registered debt securities available for issuance to $325 million (including $100 million previously filed under the June 1991 registration), referred to collectively as the "registered debt securities." The Company issued $100 million of 5.875% notes, due November 1, 2003, of its registered debt securities in October. The net proceeds were used to reduce the bridge facility. The Company issued $75 million of 5.49% notes, due April 15, 2000, of its registered debt securities directly to an institutional investor (the "direct placement") on November 18, 1993. Approximately $41 million of the proceeds of the direct placement were used to prepay the outstanding balance of 9.3% privately placed notes due 1994 through 1998 (including a make-whole premium of $3.2 million), with the balance used for repayment of other indebtedness. The Company has $150 million of registered debt securities available for issuance at December 31, 1993. The Company also filed a registration statement with the Securities and Exchange Commission for the issuance of up to 3,450,000 shares of $2.25 Series A Cumulative Convertible Preferred Stock in October 1993. The sale of these securities at $50.00 per share, convertible to the Company's common stock at a price of $25.31, was completed in October, providing $172.5 million in funds before fees. The net proceeds from this issue were used to reduce the bridge facility. In 1993, the Company increased the authorized commercial paper program from $200 million to $250 million and increased the fully committed bank lines of credit supporting the program by a like amount. The Company expects internally generated cash flow along with borrowings under its existing credit facilities to be sufficient to meet operating and normal capital expenditure requirements. Capital spending for 1994 is expected to be approximately $121 million. Acquisitions are expected to continue to be an important part of the Company's strategy for growth. The Company would expect to acquire additional companies with market and technology positions that provide meaningful opportunities when consistent with its overall goals and strategies. Net working capital was $210 million at December 31, 1993, as compared with $152 million and $164 million at December 31, 1992 and 1991, respectively. Working capital increased in 1993 primarily as a result of working capital acquired through acquisitions. Working capital decreased in 1992 primarily because of an increase in the restructuring reserve. The ratio of current assets to current liabilities was 1.7 at December 31, 1993, as compared with 1.5 and 1.6 at December 31, 1992 and 1991, respectively. Excluding restructuring accruals, the ratio was approximately 1.9 in 1993 and 1.7 in 1992 and 1991. Shareholders' equity of $788.4 million in 1993, which includes $172.5 million for the issuance of preferred stock, compares with $561.9 million in 1992. The book value per common share in 1993 was $7.04 compared with $6.45 per common share in 1992. This increase was attributable to higher net income in 1993 as compared with 1992. Return on common equity was 19.9% in 1993 compared with 13.7% in 1992 (excluding the cumulative effect of accounting changes) and 17.8% in 1991. Excluding the impact of the restructuring costs and accounting changes, return on equity was 18.2% in 1992. On April 21, 1993, the Board of Directors authorized a two-for-one split of common stock and increased the dividend, after giving effect to the stock split, to $.135 per share from the $.125 per share that had been paid since the second quarter of 1992. The Company plans to increase dividends as earnings justify. The Company is subject to various federal, state and local environmental laws and regulations, concerning among other matters, wastewater effluent and air emissions. Compliance costs have not been significant due to the nature of the materials and processes used in manufacturing operations. The Company has been named as a potentially responsible party at five sites in the Northeast. These sites are believed to represent the Company's largest potential environmental problems. The Company has presently accrued $3.1 million as of December 31, 1993, with respect to these sites. Due to the complexity of determining clean-up costs associated with the sites, an estimate of the ultimate cost to the Company cannot be determined; however, costs will be accrued once reasonable estimates are determined. During 1993, 1992 and 1991, inflation had an immaterial effect on the Company's operations. 7 SELECTED ELEVEN-YEAR FINANCIAL DATA (UNAUDITED) Sonoco Products Company (Dollars and shares in thousands except per share data) 1993 1992** 1991 - ------------------------------------------------------------------------------------------------------------- OPERATING RESULTS Net sales . . . . . . . . . . . . . . . . . . . . . . . . . $1,947,224 $1,838,026 $1,697,058 Cost of sales and operating expenses. . . . . . . . . . . . 1,734,980 1,641,075 1,528,543 Interest expense . . . . . . . . . . . . . . . . . . . . . 31,154 30,364 28,186 Interest income . . . . . . . . . . . . . . . . . . . . . . (6,017) (6,416) (6,870) Unusual items* . . . . . . . . . . . . . . . . . . . . . . (5,800) 42,000 (8,525) ------------------------------------------- Income from operations before income taxes. . . . . . . . . 192,907 131,003 155,724 Taxes on income . . . . . . . . . . . . . . . . . . . . . . 75,200 51,800 63,600 Equity in earnings of affiliates. . . . . . . . . . . . . . 1,127 2,048 2,681 ------------------------------------------- Net income before discontinued operations and cumulative effect of changes in accounting principles. . . . . . . . 118,834 81,251 94,805 Loss from discontinued operations, net of tax . . . . . . . Cumulative effect of changes in accounting principles (FAS 106 and FAS 109) . . . . . . . . . . . . . . . . . . (37,892) ------------------------------------------- Net income. . . . . . . . . . . . . . . . . . . . . . . . . 118,834 43,359 94,805 Preferred dividends . . . . . . . . . . . . . . . . . . . . (1,264) ------------------------------------------- Net income available to common shareholders . . . . . . . . 117,570 43,359 94,805 Returns before cumulative effect of changes in accounting principles Return on weighted-average common shareholders' equity 19.9% 13.7% 17.8% Return on net sales . . . . . . . . . . . . . . . . . . 6.1% 4.4% 5.6% Per common share:(1) Net income before discontinued operations and cumulative effect of changes in accounting principles . . . . . . . . . . . . . . . . . 1.35 .94 1.10 Loss from discontinued operations, net of tax . . . . . . Cumulative effect of changes in accounting principles . . (.44) Net income available to common shareholders . . . . . . . 1.35 .50 1.10 Dividends declared - common . . . . . . . . . . . . . . . .53 .49 .46 Average common shares outstanding(1). . . . . . . . . . . . 87,316 86,732 86,304 Actual common shares outstanding at December 31(1). . . . . 87,447 87,144 86,490 ------------------------------------------- FINANCIAL POSITION Net working capital . . . . . . . . . . . . . . . . . . . . 209,932 152,478 163,860 Property, plant and equipment . . . . . . . . . . . . . . . 737,154 614,018 580,787 Total assets. . . . . . . . . . . . . . . . . . . . . . . . 1,707,125 1,246,531 1,135,940 Long-term debt. . . . . . . . . . . . . . . . . . . . . . . 455,262 240,982 227,528 Shareholders' equity. . . . . . . . . . . . . . . . . . . . 788,364 561,890 562,306 Current ratio . . . . . . . . . . . . . . . . . . . . . . . 1.7 1.5 1.6 Total debt to total capital . . . . . . . . . . . . . . . . 38.0% 35.1% 30.6% Book value per common share(1). . . . . . . . . . . . . . . 7.04 6.45 6.50 ------------------------------------------- OTHER DATA Depreciation, depletion and amortization expense. . . . . . 95,745 83,309 76,561 Dividends declared - common . . . . . . . . . . . . . . . . 46,333 42,443 39,703 Market price per common share (ending)(1) . . . . . . . . . 22.00 23.88 17.25 * See Note 3 to Consolidated Financial Statements. **Includes restructuring charges of $42,000 pretax, or $25,000 after-tax, in 1992 and $75,000 pretax, or $54,650 after-tax, in 1990 (see Note 4 to Consolidated Financial Statements). Also includes acquisition consolidation charges of $10 million pretax, or $5,600 after-tax in 1987. (1) Prior years' data adjusted for stock splits. 8 1990** 1989 1988 1987** 1986 1985 1984 1983 ------------------------------------------------------------------------------------------------------------------------------ $1,669,142 $1,655,830 $1,599,751 $1,312,052 $963,796 $869,598 $740,869 $668,628 1,481,271 1,470,877 1,413,912 1,174,777 858,680 773,910 661,457 601,098 28,073 29,440 25,175 18,593 8,552 8,686 4,420 5,104 (2,196) (2,573) (1,517) (1,045) (602) (1,782) (1,006) (708) 75,000 10,000 ------------------------------------------------------------------------------------------------------------------------------ 86,994 158,086 162,181 109,727 97,166 88,784 75,998 63,134 43,934 60,906 67,029 48,714 44,435 41,871 35,282 28,085 7,308 6,381 1,125 469 1,945 2,496 1,819 2,225 ------------------------------------------------------------------------------------------------------------------------------ 50,368 103,561 96,277 61,482 54,676 49,409 42,535 37,274 (3,740) ------------------------------------------------------------------------------------------------------------------------------ 50,368 103,561 96,277 61,482 54,676 49,409 42,535 33,534 ------------------------------------------------------------------------------------------------------------------------------ 50,368 103,561 96,277 61,482 54,676 49,409 42,535 33,534 9.6% 21.3% 23.0% 17.0% 17.4% 17.7% 16.9% 16.2% 3.0% 6.3% 6.0% 4.7% 5.7% 5.7% 5.7% 5.6% .58 1.18 1.10 .70 .63 .57 .49 .43 (.04) .58 1.18 1.10 .70 .63 .57 .49 .39 .45 .41 .32 .25 .21 .18 .16 .14 87,110 87,794 87,632 87,730 87,612 87,450 87,264 87,166 86,100 87,454 87,722 87,532 87,636 87,580 87,330 87,210 ------------------------------------------------------------------------------------------------------------------------------ 184,066 193,035 188,085 143,972 104,614 105,070 90,430 79,098 562,591 494,290 533,427 482,357 267,353 245,990 201,211 199,712 1,113,594 995,132 977,459 877,625 559,459 500,833 408,205 383,203 279,135 226,240 275,535 263,489 58,440 73,383 31,469 42,140 512,828 511,574 454,486 379,912 332,890 295,743 260,640 236,609 1.7 2.1 2.0 1.8 1.9 2.1 2.2 2.2 34.7% 30.4% 36.8% 38.6% 17.7% 19.9% 12.4% 16.7% 5.96 5.85 5.18 4.34 3.80 3.38 2.99 2.72 ------------------------------------------------------------------------------------------------------------------------------ 72,152 67,263 69,055 57,086 35,654 31,182 27,324 25,806 39,216 35,583 28,046 21,942 17,963 15,746 13,634 11,987 16.25 18.50 17.13 10.63 9.50 7.69 4.91 5.53 9 CONSOLIDATED BALANCE SHEETS Sonoco Products Company December 31 ------------------------------------------- (Dollars and shares in thousands) 1993 1992 - ----------------------------------------------------------------------------------------------------------------------------- ASSETS Current Assets Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . $ 25,858 $ 38,068 Trade accounts receivables, net of allowances for doubtful amounts of $6,514 and $3,511, respectively . . . . . . . . . . . . . . . . . . . 232,628 202,837 Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,989 18,794 Inventories Finished and in process . . . . . . . . . . . . . . . . . . . . . . . 83,660 67,714 Materials and supplies . . . . . . . . . . . . . . . . . . . . . . . . 102,465 91,864 Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,750 28,670 Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . 14,760 17,000 ----------------------------------------- 513,110 464,947 Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . 737,154 614,018 Cost in Excess of Fair Value of Assets Purchased . . . . . . . . . . . . . 339,653 59,003 Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,208 108,563 ----------------------------------------- $1,707,125 $1,246,531 ========================================= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Payable to suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . $ 129,389 $ 109,777 Accrued expenses and other . . . . . . . . . . . . . . . . . . . . . . . 60,407 53,774 Accrued wages and other compensation . . . . . . . . . . . . . . . . . . 22,633 16,039 Restructuring reserve . . . . . . . . . . . . . . . . . . . . . . . . . 27,114 39,130 Notes payable and current portion of long-term debt . . . . . . . . . . 60,564 75,028 Taxes on income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,071 18,721 ----------------------------------------- 303,178 312,469 Long-Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 455,262 240,982 Postretirement Benefit Obligation . . . . . . . . . . . . . . . . . . . . . 99,165 97,993 Deferred Income Taxes and Other . . . . . . . . . . . . . . . . . . . . . . 61,156 33,197 Commitments and Contingencies . . . . . . . . . . . . . . . . . . . . . . . Shareholders' Equity Serial preferred stock, no par value Authorized 30,000 shares Issued 3,450 shares . . . . . . . . . . . . . . . . . . . . . . . . . 172,500 Common shares, no par value Authorized 150,000 shares Issued 91,841 shares . . . . . . . . . . . . . . . . . . . . . . . . . 7,175 7,175 Capital in excess of stated value . . . . . . . . . . . . . . . . . . . 62,277 61,608 Translation of foreign currencies . . . . . . . . . . . . . . . . . . . (39,016) (19,952) Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . 623,500 552,263 Treasury shares at cost (1993--4,394 shares; 1992--4,697 shares) . . . . . (38,072) (39,204) ----------------------------------------- 788,364 561,890 ----------------------------------------- $1,707,125 $1,246,531 ========================================= Shares reflect the two-for-one stock split on June 10, 1993. The Notes are an integral part of these financial statements. 10 CONSOLIDATED STATEMENTS OF INCOME Sonoco Products Company YEARS ENDED DECEMBER 31 -------------------------------------------------- (Dollars and shares in thousands except per share) 1993 1992 1991 - -------------------------------------------------------------------------------------------------------------------- Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,947,224 $1,838,026 $1,697,058 Cost of sales. . . . . . . . . . . . . . . . . . . . . . . . . . 1,525,671 1,451,252 1,348,489 Selling, general and administrative expenses. . . . . . . . . . . . . . . . . . . . 209,309 189,823 180,054 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . 31,154 30,364 28,186 Interest income . . . . . . . . . . . . . . . . . . . . . . . . (6,017) (6,416) (6,870) Unusual items . . . . . . . . . . . . . . . . . . . . . . . . . (5,800) 42,000 (8,525) ---------------------------------------------- Income from operations before income taxes and cumulative effect of changes in accounting principles . . . . . . . . . . . . . . . 192,907 131,003 155,724 Taxes on income. . . . . . . . . . . . . . . . . . . . . . . . . 75,200 51,800 63,600 ---------------------------------------------- Income from operations before equity in earnings of affiliates and cumulative effect of changes in accounting principles. . . . . . . . . . . . . . . . . . . . . 117,707 79,203 92,124 Equity in earnings of affiliates . . . . . . . . . . . . . . . . 1,127 2,048 2,681 ---------------------------------------------- Income before cumulative effect of changes in accounting principles . . . . . . . . . . . . . . . 118,834 81,251 94,805 Cumulative effect of changes in accounting for postretirement benefits (Note 12) and income taxes (Note 13). . . . . . . . . (37,892) ---------------------------------------------- Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . 118,834 43,359 94,805 Preferred dividends. . . . . . . . . . . . . . . . . . . . . . . (1,264) ---------------------------------------------- Net income available to common shareholders. . . . . . . . . . . $ 117,570 $ 43,359 $ 94,805 =============================================== Per common share - ---------------- Income before cumulative effect of changes in accounting principles . . . . . . . . . . . . . . . $ 1.35 $ .94 $ 1.10 Cumulative effect of changes in accounting for postretirement benefits and income taxes. . . . . . . . . . . . . . . . . . . (.44) ---------------------------------------------- Net income available to common shareholders. . . . . . . . . . . $ 1.35 $ .50 $ 1.10 ============================================== Dividends - common . . . . . . . . . . . . . . . . . . . . . . . $ .53 $ .49 $ .46 Average common shares outstanding. . . . . . . . . . . . . . . . 87,316 86,732 86,304 Shares and per-share data reflect the two-for-one stock split on June 10, 1993 The Notes are an integral part of these financial statements. 11 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Sonoco Products Company Common Shares Preferred Capital in Translation Treasury ------------------- Stock Excess of of Foreign Retained Shares (Dollars and shares in thousands except per share) Outstanding Amount Amount Stated Value Currencies Earnings Amount - ------------------------------------------------------------------------------------------------------------------------------------ JANUARY 1, 1991 . . . . . . . . . . 86,100 $7,175 $ $ 50,643 $2,583 $496,245 $(43,818) Net income . . . . . . . . . . . 94,805 Dividends, $.46 per share . . . . . . . . . . . (39,703) Translation loss. . . . . . . . . (10,812) Issuance of treasury shares under Stock option plan . . . . . . 352 1,795 2,761 Employee stock ownership plan . . . . . . 244 2,383 1,925 Treasury shares acquired . . . . . . . . . . . (206) (3,676) ------------------------------------------------------------------------------- DECEMBER 31, 1991 . . . . . . . . . 86,490 7,175 54,821 (8,229) 551,347 (42,808) Net income. . . . . . . . . . . . 43,359 Dividends, $.49 per share . . . . . . . . . . . (42,443) Translation loss. . . . . . . . . (11,723) Issuance of treasury shares under Stock option plan . . . . . . 682 3,894 4,864 Employee stock ownership plan . . . . . . 224 2,893 1,854 Treasury shares acquired . . . . . . . . . . . (252) (3,114) ------------------------------------------------------------------------------- DECEMBER 31, 1992 . . . . . . . . . 87,144 7,175 61,608 (19,952) 552,263 (39,204) Net income . . . . . . . . . . . 118,834 Dividends Preferred . . . . . . . . . . . (1,264) Common, $.53 per share . . . . . . . . . . (46,333) Translation loss . . . . . . . . (19,064) Issuance of 3,450 preferred shares. . . . . . . . 172,500 (3,968) Issuance of treasury shares under Stock option plan . . . . . . 208 1,388 1,493 Employee stock ownership plan . . . . . . 235 3,249 2,001 Treasury shares acquired . . . . . . . . . . . (140) (2,362) ------------------------------------------------------------------------------- DECEMBER 31, 1993 . . . . . . . . . 87,447 $7,175 $172,500 $ 62,277 $(39,016) $623,500 $(38,072) =============================================================================== Shares and per share data reflect the two-for-one stock split on June 10, 1993. The Notes are an integral part of these financial statements. 12 CONSOLIDATED STATEMENTS OF CASH FLOWS Sonoco Products Company Years ended December 31 --------------------------------------------- (Dollars in thousands) 1993 1992 1991 - ----------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income . . . . . . . . . . . . . . . . . . . . . . . . . . $118,834 $ 43,359 $94,805 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, depletion and amortization . . . . . . . . . 95,745 83,309 76,561 Cumulative effect of changes in accounting principles. . . 37,892 Restructuring charge . . . . . . . . . . . . . . . . . . . 39,130 Loss on assets retired . . . . . . . . . . . . . . . . . . 836 2,941 5,987 Equity in earnings of affiliates, net of dividends . . . . (975) (1,893) (2,532) Deferred taxes . . . . . . . . . . . . . . . . . . . . . . 22,361 (13,619) (328) Gain on sale of investment in affiliate. . . . . . . . . . (15,299) (8,525) Changes in assets and liabilities, net of effects from acquisitions, dispositions and foreign currency adjustments Accounts receivable. . . . . . . . . . . . . . . . . . 860 (13,178) (8,917) Inventories. . . . . . . . . . . . . . . . . . . . . . 5,545 (3,719) 5,555 Prepaid expenses . . . . . . . . . . . . . . . . . . . (1,411) 831 2,675 Payables and taxes . . . . . . . . . . . . . . . . . . (45,881) (7,930) (3,644) Other assets and liabilities . . . . . . . . . . . . . (17,771) (9,711) (5,155) --------------------------------------------- Net cash provided by operating activities. . . . . . . . . . . 162,844 157,412 156,482 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment. . . . . . . . . . . (115,596) (109,305) (90,557) Cost of acquisitions, exclusive of cash. . . . . . . . . . . . (392,950) (34,964) (11,413) Proceeds from the sale of assets . . . . . . . . . . . . . . . 42,467 6,626 21,735 Proceeds from collection of a note receivable. . . . . . . . . 33,672 --------------------------------------------- Net cash used by investing activities. . . . . . . . . . . . . (432,407) (137,643) (80,235) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of debt . . . . . . . . . . . . . . . . 662,800 168,072 199,256 Principal repayment of debt. . . . . . . . . . . . . . . . . . (523,817) (132,163) (241,882) Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . (46,333) (42,443) (39,703) Treasury shares acquired . . . . . . . . . . . . . . . . . . . (2,362) (3,114) (3,676) Treasury shares issued . . . . . . . . . . . . . . . . . . . . 2,428 7,781 3,935 Preferred shares issued. . . . . . . . . . . . . . . . . . . . 172,500 --------------------------------------------- Net cash provided (used) by financing activities . . . . . . . 265,216 (1,867) (82,070) EFFECTS OF EXCHANGE RATE CHANGES ON CASH . . . . . . . . . . . (7,863) (8,456) (5,482) --------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (12,210) 9,446 (11,305) Cash and cash equivalents at beginning of year . . . . . . . . 38,068 28,622 39,927 --------------------------------------------- Cash and cash equivalents at end of year . . . . . . . . . . . $ 25,858 $38,068 $28,622 ============================================= SUPPLEMENTAL CASH FLOW DISCLOSURES Interest paid. . . . . . . . . . . . . . . . . . . . . . . . $ 31,504 $29,265 $23,431 Income taxes paid. . . . . . . . . . . . . . . . . . . . . . $ 75,374 $65,224 $61,798 Excluded from the consolidated statements of cash flows was the effect of certain non-cash activities. The Company assumed $75,000 and $16,300 of debt obligations in 1993 and 1991, respectively, in conjunction with acquisitions. The Company also received a note for $33,700 in conjunction with the sale of the Sonoco Graham Company in 1991. The Notes are an integral part of these financial statements. 13 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company (Dollars in thousands except per share) The following notes are an integral part of the consolidated financial statements. The accounting principles followed by the Company appear in bold type. 1 PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the accounts of Sonoco Products Company and its United States and international subsidiaries after elimination of intercompany accounts and transactions. Investments in affiliated companies in which the Company owns 20% to 50% of the voting stock are included on the equity method of accounting. 2 ACQUISITIONS/DISPOSITIONS. During the first quarter of 1993, the Company completed several acquisitions totaling approximately $100,000. The most notable was the acquisition of all the outstanding stock of Crellin Holding, Inc., an international manufacturer, designer and marketer of molded plastics products. In October 1993, the Company acquired Engraph, Inc. following the successful conclusion of a cash tender offer and merger transaction. The tender offer of approximately $300,000 reflects a price of $15.63 per share for each of Engraph's outstanding shares of common stock. Engraph's markets include labels and package inserts, flexible packaging, screen process printing and paperboard cartons and specialties. Debt assumed in connection with the above acquisitions was approximately $75,000. The Company has accounted for each of these acquisitions as a purchase and, accordingly, has included their results of operations in consolidated net income from the date of acquisition. The aggregate excess purchase price over the fair value of assets purchased was $292,000 and is being amortized over 40 years. Pro forma sales for the twelve months ended December 31, 1993 and 1992, giving effect to the acquisitions described above as though they occurred January 1, 1992, would have been approximately $2,100,000 for both years. Pro forma net income for the same period would have been approximately $105,000 and $72,000, or $1.21 and $.83 per share. Net income for 1992 includes a $25,000 after-tax restructuring charge but excludes the $37,892 cumulative effect of changes in accounting principles. Also during 1993, the Company disposed of several operations whose businesses were not consistent with the long-term strategic direction of the Company. These dispositions were provided for as a part of the 1992 restructuring plan as discussed in Note 4. Operations sold in 1993 included the European bag, the bag-in-box liquid packaging, the Edgeboard and packaging tapes operations. The net proceeds from these sales were approximately $42,000. 3 UNUSUAL ITEMS. Included in 1993 and 1991 were gains on the sale of Sonoco Graham. The 1993 gain from the early payment of a note issued in connection with the sale was partially offset by charges for refinancing debt related to the Engraph acquisition and various other unusual items. The 1992 unusual items represent restructuring reserves, which are discussed more fully in Note 4. 4 RESTRUCTURING CHARGES IN 1992 AND 1990. During the fourth quarter of 1992, the Company recorded a charge to earnings for costs associated with the restructuring, closing, consolidating and relocating of various plants, principally at foreign locations. The restructuring reduced income before taxes, net income and earnings per share by $42,000, $25,000 and $.29, respectively. During the third quarter of 1990, the Company restructured several operations to improve its cost and competitive position associated primarily with domestic operations. The restructuring reduced income before taxes, net income and earnings per share by $75,000, $54,650 and $.63, respectively. 5 CASH AND CASH EQUIVALENTS. Cash equivalents are composed of all highly liquid investments with an original maturity of three months or less. At December 31, 1993 and 1992, $18,751 and $25,005, respectively, of outstanding checks were included in Payables to Suppliers. 6 INVENTORIES. Inventories are stated at the lower of cost or market. The last-in, first-out (LIFO) method was used to determine costs of approximately 44% of total inventories in 1993 and 40% in 1992. The remaining inventories are determined on the first-in, first-out (FIFO) method. If the FIFO method of accounting had been used for all inventories, the totals would have been higher by $7,885 in 1993 and $10,061 in 1992. 7 PROPERTY, PLANT and EQUIPMENT. Plant assets represent the original cost of land, buildings and equipment less depreciation computed under the straight-line method over the estimated useful life of the asset. Equipment lives range from 5 to 11 years, buildings from 20 to 30 years. Timber resources are stated at cost. Depletion is charged to operations based on the number of units of timber cut during the year. Depreciation and depletion expense amounted to $87,721 in 1993; $79,455 in 1992 and $73,111 in 1991. 14 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company (Dollars in thousands except per share) Note 7: PROPERTY, PLANT AND EQUIPMENT - CONTINUED Details of property, plant and equipment at December 31 are as follows: 1993 1992 - ---------------------------------------------------------- Land . . . . . . . . . . . . $ 25,694 $ 19,151 Timber resources . . . . . . 25,349 24,420 Buildings . . . . . . . . . . 267,933 226,758 Machinery & equipment . . . . 935,247 820,553 Construction in progress . . 61,473 44,118 -------------------------- 1,315,696 1,135,000 Accumulated depreciation and depletion . . . . . . . (578,542) (520,982) -------------------------- $ 737,154 $ 614,018 ========================== Estimated costs for completion of authorized capital additions under construction totaled approximately $63,000 at December 31, 1993. Certain operating properties and equipment are leased under non-cancellable operating leases. Total rental expense under operating leases was $26,400, $23,400 and $23,700 in 1993, 1992 and 1991, respectively. Future minimum rentals under non-cancellable operating leases with terms of more than one year are as follows: 1994 - $15,400; 1995 - $14,000; 1996 - $11,400; 1997 - $8,500; 1998 - $7,300; 1999 and thereafter - $12,700. 8 COST IN EXCESS OF FAIR VALUE OF ASSETS PURCHASED. Goodwill arising from business acquisitions ($292,000 in 1993) is amortized on the straight-line basis over periods ranging from 20 to 40 years. Amortization expense amounted to $8,024 in 1993; $3,854 in 1992 and $3,450 in 1991. Accumulated amortization at December 31, 1993 and 1992 was $24,403 and $22,040, respectively. 9 DEBT. Debt at December 31 was as follows: 1993 1992 - ----------------------------------------------------------------- Commercial paper, average rate of 3.2% in 1993 and 3.7% in 1992 $146,500 $ 80,000 9.2% notes due August 2021 . . . . . 99,920 99,917 5.875% notes due November 2003 . . . 99,339 5.49% notes due April 2000 . . . . . 75,000 Private placement notes payable, interest at 9.3% . . . . . . . . . . 42,860 Foreign denominated debt, average rate of 6.8% at December 31, 1993 and 9.8% at December 31, 1992 . . . 70,618 78,001 Other notes . . . . . . . . . . . . . 24,449 15,232 ---------------------- Total debt . . . . . . . . . . . . . 515,826 316,010 Less current portion and short-term notes . . . . . . . . . . 60,564 75,028 ---------------------- Long-term debt . . . . . . . . . . . $455,262 $240,982 ====================== The Company sold $100,000 of 5.875% notes due November 2003 and $75,000 of 5.49% notes due April 2000 in October 1993 and November 1993, respectively. Net proceeds were used primarily for the Engraph acquisition and to repay other indebtedness, including the 9.3% privately placed notes due 1994 through 1998 and the related make-whole premium of $3.2 million. In 1993, the Company increased the authorized commercial paper program from $200 million to $250 million and increased the fully committed bank lines of credit supporting the program by a like amount. These bank lines expire in 1998. Accordingly, commercial paper borrowings are classified as long-term debt. The Company has entered into various agreements with banks for managing exposure to interest rates. The differential to be paid or received is accrued as interest rates change. All of the Company's interest rate swap agreements mature in 1994. The estimated fair value of debt, including the impact of interest rate swaps, is $539,200 at December 31, 1993. This estimate is based on quoted market prices or by discounting future cash flows using interest rates available to the Company for issues with similar terms and average maturities. The approximate principal requirements of debt maturing in the next five Note 9: Debt - continued years are: 1994 - $60,600; 1995 - $2,400; 1996 - $5,400; 1997 - $1,400; and 1998 - $1,600. It is management's intent to extend indefinitely the line of credit agreements supporting the commercial paper program. Accordingly, no principal repayments are projected through 1998. Certain of the Company's debt agreements impose restrictions with respect to the maintenance of financial ratios and the disposition of assets. The most restrictive covenant currently requires that tangible net worth at the end of each fiscal quarter be greater than $200,000 through April 3, 1994, and $365,000 thereafter. In addition to the Committed availability under the commercial paper program, unused lines of credit for general Company Purposes at December 31, 1993, were approximately $48,000 with interest at mutually agreed upon rates. 10 STOCK OPTIONS. The Company has stock option plans under which common shares are reserved for sale to certain employees. Options granted under the plans were at the market value of the shares at the date of grant. Options are generally exercisable one year after the date of grant, and expire 10 years after the date of grant. At December 31, 1993, 2,594,000 shares were reserved for future grants. 15 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company (Dollars in thousands except per share) Note 10: STOCK OPTIONS - CONTINUED Information with respect to the Company's stock option plans follows: Option Option Shares Price Range - --------------------------------------------------------- 1991 Outstanding at beginning of year . . . . . . . . . 2,776,250 $ 5.02-$17.38 Granted . . . . . . . . . 826,900 $16.88-$18.25 Exercised . . . . . . . . (410,132) $ 5.02-$17.00 Cancelled . . . . . . . . (70,150) $15.25-$17.63 --------- Outstanding at end of year . . . . . . . . . 3,122,868 $ 5.02-$18.25 1992 Granted . . . . . . . . . 862,350 $18.75 Exercised . . . . . . . . (683,234) $ 5.02-$17.63 Cancelled . . . . . . . . (48,400) $10.50-$18.75 --------- Outstanding at end of year . . . . . . . . . 3,253,584 $ 5.02-$18.75 1993 Granted . . . . . . . . . 957,300 $20.75-$24.13 Assumed - Engraph . . . . 623,156 $ 3.73-$18.40 Exercised . . . . . . . . (208,274) $ 5.02-$18.75 Cancelled . . . . . . . . (5,900) $24.13 --------- Outstanding at end of year . . . . . . . . . 4,619,866 $ 3.73-$24.13 ========= Options exercisable at December 31, 1993 . . . . 3,507,893 Number of shares and share price restated to reflect the two-for-one stock split on June 10, 1993. 11 RETIREMENT BENEFIT PLANS. Non-contributory defined benefit pension plans cover substantially all U.S. employees. Under the plans, retirement benefits are based either on both years of service and compensation or on service only. IT IS THE COMPANY'S POLICY TO FUND THESE PLANS, AT A MINIMUM, IN AMOUNTS REQUIRED UNDER ERISA. Plan assets consist primarily of common stocks, bonds and real estate. The Company also maintains a plan to supplement executive benefits limited through qualified plans. Benefits are based on years of service and compensation. The plan is partially funded through a grantor trust as defined under Section 671 of the Internal Revenue Service Code of 1986. The Company's subsidiaries in the United Kingdom have contributory pension plans covering about 70% of the groups' employees. Pension benefits are based either on the employee's salary in the year of retirement or the average of the final three years. THE FUNDING POLICY IS TO CONTRIBUTE ANNUALLY AT ACTUARIALLY DETERMINED RATES THAT ARE INTENDED TO REMAIN A LEVEL PERCENTAGE OF SALARY. Net pension cost for the domestic and United Kingdom plans included the following components: Combined Plans --------------------------------- 1993 1992 1991 - ------------------------------------------------------------------ Service cost-benefits earned during year . . . . . . . . . $ 9,555 $ 9,074 $ 9,334 Interest cost on projected benefit obligation . . . . . . 23,881 22,196 20,559 Actual return on plan assets . . . . . . . . . . . . (32,165) (19,510) (49,456) Net amortization and deferral . . . . . . . . . . . 2,031 (9,581) 25,819 --------------------------------- $ 3,302 $ 2,179 $ 6,256 ================================= Note 11 RETIREMENT BENEFIT PLANS- Continued The following table sets forth the funded status of the plans at December 31: Over-Funded Plan Under-Funded Plan --------------------------------------------- 1993 1992 1993 1992 - ----------------------------------------------------------------------------- Projected benefit obligation Vested benefits . . . . . . $271,733 $196,641 $ $ Non-vested benefits . . . . 9,757 7,862 14,473 12,548 ----------------------------------------------- Accumulated benefit obligation . . . . . . . . 281,490 204,503 14,473 12,548 Effect of assumed increase in compensation levels . . 35,768 39,060 1,369 1,048 ----------------------------------------------- Projected benefit obligation . . . . . . . . 317,258 243,563 15,842 13,596 Plan assets at fair value . . 341,669 300,365 12,502 10,446 ----------------------------------------------- Plan assets in excess of (less than) projected benefit obligation . . . . . 24,411 56,802 (3,340) (3,150) Unrecognized net loss (gain) . . . . . . . . . . . 26,729 (14,178) 1,142 1,356 Unrecognized prior service cost . . . . . . . . . . . . 3,333 2,527 2,235 555 Unrecognized net transition (asset) obligation from initial application of FAS 87 . . . . . . . . . . . (6,150) (6,426) 1,599 1,826 Adjustment required to recognize minimum liability . . . . . . . . . (3,607) (2,382) ----------------------------------------------- Prepaid (accrued) pension cost . . . . . . . . . . . . $ 48,323 $ 38,725 $ (1,971) $ (1,795) =============================================== Prepaid pension costs of $7,011 and $8,189 were included in Prepaid Expenses in 1993 and 1992, respectively. In addition, $41,312 and $30,536 were included in Other Assets in 1993 and 1992, respectively. A weighted-average discount rate of 7%, and a 4% rate of increase in future compensation levels, were used in determining the actual present value of the projected benefit obligations in 1993. A 9% discount rate, and 6% rate of compensation increase, were used in 1992 and 1991. The expected long-term rate of return on assets was 9.5% for all years presented. The Company's other international subsidiaries have pension plans covering most of its employees. The cost for these plans is considered immaterial. The Company's Employee Savings and Stock Ownership Plan provides that all eligible employees may contribute 1% to 16% of their gross pay to the Plan subject to Internal Revenue Service regulations. The Company may make matching contributions in an amount to be determined annually by the Company's Board of Directors. The Company's contributions, made entirely in Company stock for 1993, 1992 and 1991, were $5,250, $4,747 and $4,308, respectively. 16 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company (Dollars in thousands except per share) 12 POSTRETIREMENT BENEFITS OTHER THAN PENSIONS. Postretirement medical and life insurance benefits are offered to substantially all U.S. employees. In 1992, the Company adopted Statement of Financial Accounting Standard 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" (FAS 106). This standard requires accrual for postretirement benefits other than pensions over an employee's career, rather than expensing these costs when paid, as had been the Company's practice prior to 1992. The cost of these benefits included as expense for 1991 was $5,442. The Company elected to immediately recognize the cumulative effect of the change in accounting for postretirement benefits of $93,500 pretax, or $58,000 after-tax, which represents the accumulated postretirement benefit obligation (APBO) existing at January 1, 1992. Also, adoption of FAS 106 resulted in an incremental annual retiree benefit expense of $4,500 pretax, or $2,700 after-tax, which represents the difference between pay-as-you-go amounts and estimated 1992 non-pension retirement benefits. THE COMPANY CONTINUES TO FUND BENEFIT COSTS PRINCIPALLY ON A PAY-AS-YOU-GO BASIS, WITH THE RETIREE PAYING A PORTION OF THE COSTS. In situations where full-time employees retire from the Company between age 55 and age 65, most are eligible to receive, at a cost to the retiree equal to the cost for an active employee, certain health-care benefits identical to those available to active employees. After attaining age 65, an eligible retiree's health-care benefit coverage becomes coordinated with Medicare. For purposes of projecting future benefit payments, early retiree contributions were assumed to increase at the health-care cost trend. Non-pension retirement benefit expense includes the following: 1993 1992 - ---------------------------------------------------------------- Service cost-benefits earned during year . . . . . . . . . $ 2,482 $ 2,283 Interest cost on APBO . . . . . . 8,196 8,239 Actual return on plan assets . . (1,063) (304) --------------------- Net periodic postretirement benefit cost . . . . . . . . $ 9,615 $10,218 ===================== The following sets forth the accrued obligation included in the accompanying December 31 balance sheet applicable to each employee group for non-pension retirement benefits: 1993 1992 - ------------------------------------------------------------------ Accumulated postretirement benefit obligation Retired employees . . . . . . . . $ 57,610 $56,048 Active employees-fully eligible . 18,514 13,446 Active employees-not yet eligible 50,460 28,499 ---------------------- Accumulated benefit obligation . . . 126,584 97,993 Plan assets at fair value . . . . . . 10,776 4,748 ---------------------- Accumulated benefit obligation greater than plan assets . . . . . 115,808 93,245 Unrecognized net loss from changes in assumptions . . . . . . (28,964) Unrecognized prior service cost . . . 1,545 ---------------------- Accrued postretirement benefit cost . . . . . . . . . . . $ 88,389 $93,245 ====================== Prepaid postretirement medical costs of $10,776 and $4,748 were included in Other Assets in 1993 and 1992, respectively. The discount rate used in determining the APBO was 7% in 1993 and 9% in 1992. The assumed health-care cost-trend rate used in measuring the APBO was 12% in 1993 declining to 6.5% in the year 2010. Increasing the assumed trend rate for health-care costs by one percentage point would result in an increase in the APBO of approximately $10,000 at December 31, 1993, and an increase of $1,000 in the related 1993 expense. Plan assets are the result of funding these benefit costs in amounts representing the maximum allowable under Section 401(H) of the Internal Revenue Code. These assets are commingled with the pension plan assets and consist primarily of common stocks, bonds and real estate. The expected long-term rate of return on assets was 9.5% in 1993. 13 INCOME TAXES. The Company adopted Statement of Financial Accounting Standard 109, "Accounting for Income Taxes" (FAS 109), effective January 1, 1992. The cumulative effect, which was recorded in 1992, increased earnings by $20,100. The provision (benefit) for taxes on income for the years ending December 31 consists of the following: 1993 1992 1991 - ----------------------------------------------------------------- Pretax income Domestic . . . . . . . $189,122 $160,637 $153,500 Foreign . . . . . . . 3,785 (29,634) 2,224 --------------------------------------- Total . . . . . . . . $192,907 $131,003 $155,724 ======================================= Current Federal . . . . . . . $ 43,998 $ 50,642 $ 48,620 State . . . . . . . . 7,320 8,731 8,434 Foreign . . . . . . . 1,521 6,046 6,874 --------------------------------------- Total current . . . . 52,839 65,419 63,928 --------------------------------------- Deferred Federal . . . . . . . 14,005 (455) 3,206 State . . . . . . . . 2,924 (96) 692 Foreign . . . . . . . 5,432 (13,068) (4,226) --------------------------------------- Total deferred . . . 22,361 (13,619) (328) --------------------------------------- Total taxes . . . . . . $ 75,200 $ 51,800 $ 63,600 ======================================= Deferred income tax expense (benefit) results from temporary differences in the recognition of revenue and expense for tax and financial statement purposes. The source of these differences and the tax effect of each are as follows: 1993 1992 1991 - ------------------------------------------------------------- Restructuring charge . $ 8,711 $(15,065) $10,220 Sale of an affiliate . 6,409 (14,810) Depreciation expense . 1,163 700 5,253 Benefit plan costs . . 7,379 2,643 3,773 Other items, net . . . (1,301) (1,897) (4,764) ----------------------------------- Total deferred . . . $22,361 $(13,619) $ (328) =================================== 17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company (Dollars in thousands except per share) NOTE 13: INCOME TAXES - CONTINUED Deferred tax liabilities (assets) are comprised of the following at December 31: 1993 1992 - ------------------------------------------------------------ Depreciation . . . . . . . . . . . $ 62,975 $ 45,811 Employee benefits . . . . . . . . . 15,410 13,281 Other . . . . . . . . . . . . . . . 9,762 5,129 ------------------- Gross deferred tax liabilities . . 88,147 64,221 ------------------- Restructuring . . . . . . . . . . . (5,403) (18,046) Retiree health benefits . . . . . . (23,910) (27,084) Loss carry-forwards (foreign and domestic) . . . . . . (11,684) (5,879) Employee benefits . . . . . . . . . (11,494) (8,400) Other . . . . . . . . . . . . . . . (7,303) (10,741) ------------------- Gross deferred tax assets . . . . (59,794) (70,150) Valuation allowance on deferred tax assets . . . . . . . . . . . 4,899 5,879 ------------------- Total deferred taxes, net . . . . $ 33,252 $ (50) =================== The net decrease in the valuation allowance in 1993 resulted from the disposal of a European entity; this decrease was partially offset by the inclusion of current net operating losses from various foreign subsidiaries. Approximately $12,000 of net operating losses remain available in various foreign subsidiaries at December 31, 1993. Their use is limited to future taxable earnings of those foreign subsidiaries. No benefit has been recognized in the financial statements for any of these loss carry-forwards. The principal differences between the effective tax rate and the federal statutory rate are as follows: 1993 1992 1991 - -------------------------------------------------------------------------------- Statutory tax rate. . . $67,517 35.0% $44,587 34.0% $52,946 34.0% State income taxes, net of federal tax benefit . . . . . . . 7,039 3.6 4,983 3.8 6,023 3.9 Net effect of foreign income at lower rates and foreign losses with no tax benefit. . 2,155 1.1 2,360 1.8 2,853 1.8 Goodwill . . . . . . . 1,694 .9 524 .4 487 .3 Company owned life insurance (1,570) (.8) Other, net . . . . . . (1,635) (.8) (654) (.5) 1,291 .8 --------------------------------------------------- Total taxes . . . . . $75,200 39.0% $51,800 39.5% $63,600 40.8% =================================================== Undistributed earnings of international subsidiaries totaled $36,634 at December 31, 1993. There have been no United States income taxes provided on the undistributed earnings since the Company considers the earnings to be indefinitely reinvested to finance international growth and expansion. If such amounts were remitted, loaned to the Company or the stock in the foreign subsidiaries sold, these earnings could become subject to tax; however, the Company believes United States foreign tax credits would substantially eliminate any tax due. 14 COMMITMENTS AND CONTINGENCIES. The Company is a party to various legal proceedings incidental to its business and is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. As is the case with other companies in similar industries, the Company faces exposure from actual or potential claims and legal proceedings. The Company has been named as a potentially responsible party at five sites in the Northeast. As of December 31, 1993, the Company has $3,100 accrued for these contingencies. This compares with $1,900 accrued as of December 31, 1992. Although the level of future expenditures for legal and environmental matters is impossible to determine with any degree of probability, it is management's opinion that such costs when finally determined will not have a material adverse effect on the consolidated financial position of the Company. 15 INTERNATIONAL OPERATIONS. Following are operating profits, net assets and dividends received by the Company from international operations. Restructuring costs of $31,800 are included in 1992 results. 1993 1992 - ----------------------------------------------------------- Operating profits (loss) . . . . $ 11,923 $ (12,398) Net assets . . . . . . . . . . . 185,723 229,641 Dividends . . . . . . . . . . . . 2,087 1,473 Following are sales to unaffiliated customers, operating profit and total assets for Europe. Restructuring costs of $28,200 are included in 1992 results. 1993 1992 1991 - ----------------------------------------------------------- Sales to unaffiliated customers . . . . . . $180,044 $226,127 $215,677 Operating (loss) profit (890) (20,325) 7,375 Total assets . . . . . 171,073 222,164 218,354 16 STOCKHOLDERS' EQUITY. On April 21, 1993, the Board of Directors approved a two-for-one stock split effective June 10, 1993. All references in these financial statements to dividends paid, numbers of common shares, stock prices and earnings per share amounts have been restated to give retroactive effect to the stock split. On October 26, 1993, the Company issued 3,450,000 shares of $2.25 Series A Cumulative Convertible Preferred Stock for $172,500, or $50.00 per share. These securities are convertible into the Company's common stock at a price of $25.31 per share. This stock is redeemable at the option of the Company, on or after November 8, 1996, at a redemption price of $51.575 per share and decreasing ratably annually to $50 per share on or after November 1, 2003. Dividends on the Convertible Preferred Stock accrue and are cumulative from the date of original issuance and are payable quarterly commencing on February 1, 1994. Fully diluted earnings per share is not presented as it approximates primary earnings per share. 18 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company FINANCIAL REPORTING FOR BUSINESS SEGMENTS (Years ended December 31) The Financial Reporting for Business Segments should be read in conjunction with the Management's Discussion and Analysis (which describes the segments in detail). Converted (Dollars in thousands) Products Paper International Misc. Corporate Consolidated - ---------------------------------------------------------------------------------------------------------------------- TOTAL REVENUE 1993 . . . . . . . . . $1,200,225 $278,904 $406,914 $266,261 $2,152,304 1992 . . . . . . . . . 1,078,611 282,583 447,029 233,324 2,041,547 1991 . . . . . . . . . 1,027,715 269,077 376,119 219,170 1,892,081 INTERSEGMENT SALES 1993 . . . . . . . . . $ 6,333 $173,640 $ 2,825 $ 22,282 $ 205,080 1992 . . . . . . . . . 5,294 175,629 2,280 20,318 203,521 1991 . . . . . . . . . 4,271 169,266 255 21,231 195,023 SALES TO UNAFFILIATED CUSTOMERS 1993 . . . . . . . . . $1,193,892 $105,264 $404,089 $243,979 $1,947,224 1992 . . . . . . . . . 1,073,317 106,954 444,749 213,006 1,838,026 1991 . . . . . . . . . 1,023,444 99,811 375,864 197,939 1,697,058 OPERATING PROFIT* 1993 . . . . . . . . . $ 122,538 $ 57,867 $ 11,923 $ 34,888 $ (34,309) $ 192,907 1992 . . . . . . . . . 94,397 65,437 (12,398) 23,509 (39,942) 131,003 1991 . . . . . . . . . 92,848 56,579 14,406 21,138 (29,247) 155,724 IDENTIFIABLE ASSETS 1993 . . . . . . . . . $ 884,280 $140,406 $349,144 $133,776 $199,519 $1,707,125 1992 . . . . . . . . . 392,511 130,486 390,644 136,808 196,082 1,246,531 1991 . . . . . . . . . 378,929 125,124 351,032 139,492 141,363 1,135,940 DEPRECIATION, DEPLETION AND AMORTIZATION 1993 . . . . . . . . . $ 36,923 $ 12,974 $ 26,135 $ 14,437 $ 5,276 $ 95,745 1992 . . . . . . . . . 27,447 12,746 23,897 15,020 4,199 83,309 1991 . . . . . . . . . 26,140 12,456 20,124 13,818 4,023 76,561 CAPITAL EXPENDITURES 1993 . . . . . . . . . $ 37,891 $ 20,450 $ 41,209 $ 9,078 $ 6,968 $ 115,596 1992 . . . . . . . . . 33,824 15,581 48,317 5,459 6,124 109,305 1991 . . . . . . . . . 25,516 12,705 40,656 9,735 1,945 90,557 Intersegment sales are recorded at a market-related transfer price. *Interest income, interest expense and unallocated corporate expenses are excluded from the operating profits by segment and are shown under corporate. In addition, 1993 and 1991 corporate operating profit includes $5,800 and $8,525, respectively, for unusual items, as described in Note 3 to the financial statements. Identifiable assets are those assets used by each segment in its operations. Corporate assets consist primarily of cash and cash equivalents, investments in affiliates, headquarters facility and prepaid expenses. Identifiable assets in the converted products segment more than doubled in 1993 as a result of the acquisitions. The decrease in 1993 in the international segment is due to dispositions and exchange rate changes. See Note 4 regarding restructuring charges in 1992. These costs have been allocated to the appropriate segments. 19 SHAREHOLDERS' INFORMATION CORPORATE OFFICES. North Second Street Hartsville, SC 29550 (803) 383-7000 Fax:(803) 339-6078 INDEPENDENT ACCOUNTANTS. Coopers & Lybrand NationsBank Corporate Center 100 North Tryon Street, Suite 3400 Charlotte, NC 28202 TRANSFER AGENT. Wachovia Bank of North Carolina, N.A. Corporate Trust Department P.O. Box 3001 Winston-Salem, NC 27102 LEGAL COUNSEL Sinkler & Boyd, P.A. P.O. Box 11889 Columbia, SC 29211 SHAREHOLDER RELATIONS Sonoco Products Company Treasurer P.O. Box 160 Hartsville, SC 29551 (803) 383-7277 CORPORATE COMMUNICATION. Sonoco Products Company Corporate Communication - A09 P.O. Box 160 Hartsville, SC 29551 (803) 383-7437 ANNUAL MEETING OF SONOCO SHAREHOLDERS. The annual meeting of shareholders will be held at the Center Theater on Fifth Street in Hartsville, SC, at 11 a.m., Wednesday, April 20, 1994. COMMON STOCK. Sonoco Products Company common stock is traded on the national over-the-counter securities market. NASDAQ Symbol: SONO. FORM 10-K AVAILABLE. A copy of the Company's annual report filed with the Securities and Exchange Commission on Form 10-K may be obtained by shareholders without charge after April 1, 1994, by writing to : Sonoco Products Company Treasurer P.O. Box 160 Hartsville, SC 29551 DIVIDEND REINVESTMENT. A dividend reinvestment plan is available to registered Sonoco shareholders. For more information write to: Wachovia Bank of North Carolina, N.A. Corporate Trust Department P.O. Box 3001 Winston-Salem, NC 27102 DIRECT DEPOSIT OF DIVIDENDS. Sonoco shareholders may request automatic deposit of cash dividends to checking, savings or money market accounts that participate in the Automatic Clearinghouse System. If you would like this service, please contact: Wachovia Bank of North Carolina, N.A. Corporate Trust Department P.O. Box 3001 Winston-Salem, NC 27102 SHARE ACCOUNT INFORMATION Stockholders with inquiries concerning their accounts may call Wachovia Bank of North Carolina, N.A. on their toll-free line. The number is 1-800-633-4236. DIVIDENDS DECLARED - COMMON (millions $) (Graph) MARKET VS. BOOK VALUE PER COMMON SHARE ($) (Graph) MARKET PRICE OF STOCK AT YEAR END ($) (Graph) 20 Visual Aids Contained in Annual Report Pages Incorporated By Reference Exhibit 13 Page Number Chart or Picture Described - ----------- -------------------------- 2 Graph reflecting net sales by operating segment for 5 years. 2 Picture of a wooden reel produced by Sonoco. 3 Graph reflecting identifiable assets by segment for 5 years. 3 Picture of a filter tube produced by Sonoco. 4 Graph reflecting operating income by segment for 5 years. 4 Picture of a SonoLoc(R) tube produced by Sonoco. 5 Picture of a dough can produced by Sonoco. 6 Graph reflecting capital spending by segment for 5 years. 6 Picture of a paper core produced by Sonoco. 19 Graph reflecting dividends declared on common stock for 5 years. 19 Graph reflecting market verses book value per common share for 10 years. 19 Graph reflecting market price of stock at year end for 5 years. 19 Picture of a toner cartridge produced by Sonoco. 19 Picture of a paper tube produced by Sonoco.