1 COMPARATIVE HIGHLIGHTS (UNAUDITED) Sonoco Products Company YEARS ENDED DECEMBER 31 ------------------------- % (Dollars in thousands, except per share) 1995 1994 INCREASE Net sales ................................................ $2,706,173 $2,300,127 17.7% Gross profit ............................................. 599,186 496,700 20.6% Net income available to common shareholders .............. 156,756 122,086 28.4% Return on common equity .................................. 22.2% 19.1% 16.2% Return on total equity (including preferred stock) ....................................... 18.7% 16.0% 16.9% Return on net sales ...................................... 6.1% 5.6% 8.9% Return on net assets ..................................... 10.4% 8.8% 18.2% Approximate number of employees .......................... 19,000 17,200 10.5% Approximate number of locations .......................... 270 250 8.0% Per common share - ---------------- Net income available to common shareholders: - Assuming no dilution ............................... 1.72 1.34 28.4% - Assuming full dilution ............................. 1.64 1.31 25.2% Cash dividends - common .................................. .58 .53 9.4% Ending common stock market price ......................... 26.25 20.83 26.0% Book value per common share .............................. 8.19 7.23 13.3% Price/earnings ratio ..................................... 16.01 15.90 .7% ========================================================================================================= SELECTED QUARTERLY FINANCIAL DATA FIRST SECOND THIRD FOURTH (Dollars in thousands, except per share) QUARTER QUARTER QUARTER QUARTER 1995 Net sales ........................................ $645,142 $691,726 $686,998 $682,307 Gross profit ..................................... 140,339 151,007 149,948 157,892 Net income available to common shareholders ............................ 35,596 42,172 38,699 40,289 Per common share - ---------------- Net income available to common shareholders: - Assuming no dilution ....................... .39 .46 .43 .44 - Assuming full dilution ..................... .37 .44 .41 .42 Cash dividends - common ........................ .133 .15 .15 .15 Market price - high ............................ 23.21 25.25 28.50 28.75 - low ............................. 19.11 22.74 24.50 23.75 ========================================================================================================= 1994 Net sales ........................................ $537,372 $564,391 $591,178 $607,186 Gross profit ..................................... 113,609 121,994 124,710 136,387 Net income available to common shareholders ............................ 26,159 30,895 30,568 34,464 Per common share - ---------------- Net income available to common shareholders: - Assuming no dilution ....................... .29 .34 .33 .38 - Assuming full dilution ..................... .28 .33 .33 .37 Cash dividends - common ........................ .129 .133 .133 .133 Market price - high ............................ 24.52 21.67 22.86 22.62 - low ............................. 20.48 18.81 19.52 18.81 ========================================================================================================= Per share amounts restated to reflect the 5% common stock dividend on June 9, 1995. SALES (billions $) [GRAPH] SALES CLIMBED TO AN ALL-TIME HIGH OF $2.71 BILLION IN 1995. NET INCOME (millions $) [GRAPH] 1995 WAS A RECORD YEAR FOR SONOCO. NET INCOME AVAILABLE TO COMMON SHAREHOLDERS INCREASED 28.4% TO $156.8 MILLION. EARNINGS PER SHARE- FULLY DILUTED ($) [GRAPH] EARNINGS PER SHARE IMPROVED 25.2% OVER 1994. 2 26 Management's Discussion & Analysis RESULTS OF OPERATIONS 1995-1994 ................................................................................ Consolidated net sales for 1995 were $2.71 billion, a 17.7% increase, compared with $2.3 billion in 1994. A major portion of the sales increase in 1995 resulted from selling price increases. These increases were necessary to recover unprecedented volatility in raw material costs throughout the world. Volume increased in our consumer-related businesses, but after a good start, weakened in the second half of the year in our industrial markets. Several acquisitions increased 1995 sales by $83 million. On a full-year basis, those acquisitions are expected to add $119 million in sales. Gross profit margins improved to 22.1% from the 21.6% reported in 1994. The margin increase reflects a combination of selling price and raw material cost volatility during 1995. In the early part of the year, costs for primary raw materials, such as recovered paper, plastic resins, aluminum and steel, were extremely high, resulting in price increases, where possible. Later in the year, there were selected price decreases to reflect the falling costs of some raw materials. On balance, Sonoco was able to improve overall gross margin percentages slightly. In addition, productivity improvements resulting from capital expenditures in many operations and technology enhancements were factors in the gross margin improvement. Selling, general and administrative costs include company-owned life insurance (COLI), which is discussed in Note 8 to the Consolidated Financial Statements. In addition, a major business redesign effort in the Global Industrial Products and Paper operations, called Process Excellence, resulted in consulting and other costs totalling $10 million in 1995, or approximately $.06 per share, assuming full dilution. Excluding the COLI and Process Excellence costs, selling, general and administrative expenses would have dropped to 10% of sales in 1995, compared with 10.7% in 1994, reflecting continued emphasis on cost and headcount levels. The Company expects savings from Process Excellence to offset any additional costs in 1996 and to result in gains to income beginning in 1997. [PHOTO] Sonoco listed on the New York Stock Exchange in 1995. (l-r) Michael Davis, stock specialist with Spear, Leeds & Kellogg; Nora Sisk, NYSE representative, and Trent Hill, Sonoco CFO, discuss the Sonoco listing. Net income for 1995 was $156.8 million, or $1.64 per share, assuming full dilution, a 25.2% increase in earnings per share over the $122.1 million, or $1.31 per share for 1994. The per share numbers reflect full dilution assuming the conversion of all preferred shares issued to finance the Engraph acquisition and the assumed exercise of all stock options under the Company's stock programs. Assuming no dilution, earnings per share for 1995 were $1.72, compared with $1.34 for 1994, an increase of 28.4%. Capital expenditures in 1995 increased to $181.4 million, compared with $126.7 million in 1994. This increased spending included projects to expand capacity and introduce new technology in many business units. Further details are included in the Segment Reporting section. The Company expects to increase capital investment during the next two years to approximately $250 million per year. These capital spending increases support the Vision 2000 objective of doubling sales and earnings. A key change in Vision 2000 is a higher proportion of growth coming from internal opportunities with less reliance on acquisitions. With the higher internal growth emphasis, capital spending increases are required to increase capacity and improve cost efficiency to support that objective. The end result is expected to be higher returns on invested capital, quicker realization of those returns and lower risk when compared with acquisition alternatives. Acquisition spending totaled $107 million in 1995. Acquisitions included a label producer in New Jersey, a paper mill and three converting operations in Brazil, a flexible packaging operation, geographic expansion of paper recovery operations and additional operations in Europe. [GRAPH] NET SALES BY SEGMENT (millions $) The sales increase in 1995 was broad based with gains in all segments. Research and development costs charged to expense were $12.7 million for 1995. 3 27 Management's Discussion & Analysis compared with $12.1 million in 1994. Sonoco is committed to technology leadership in its businesses and is enhancing its technical expertise in both consumer packaging and industrial packaging. The new pressure-sensitive label and flexible packaging businesses are two areas receiving additional research and development spending. The Company's effective tax rate in 1995 was 39.4%, compared with 39.1% in 1994. Tax benefits from the COLI program are included in the tax rates for both years. Proposed legislation would eliminate the tax-favored status of this program, if enacted. Segment Reporting The following segmental data includes the converted products segment, the paper segment, the international segment and corporate. The converted products segment consists of the following domestic businesses, all of which are described in the Operations Review: the Industrial Products Division; the Consumer Products Division; Sonoco Flexible Packaging; Sonoco Engraph; Industrial Container Division; High Density Film Products Division; Crellin Molded and Extrusion Plastics Division; Fibre Partitions Division; Protective Packaging Division; and the Baker Reels Division. Converted products is the largest of Sonoco's business segments, representing approximately 80% of the Company's consolidated sales and profits. Trade sales in this segment were $1.96 billion in 1995, compared with $1.74 billion in 1994, an increase of 12.7%. This increase is due to volume increases in the consumer-related businesses and selling price increases resulting from increased materials costs. Acquisitions in 1995 added $37 million to sales. The overall operating profit for the converted products segment was $215.6 million in 1995, compared with $188.5 million in 1994, an increase of 14.3%. This segment was impacted by consulting fees for the Process Excellence initiative. This initiative, which is explained in the Operations Review, will result in significant changes in critical processes that will make the Company even more efficient and responsive to customers. Sales in the Industrial Products Division's tube and core businesses increased approximately 18%, with nearly all product lines showing strength, especially in the first half of the year. In the second half of 1995, volume declined in comparison to the previous year, but increased selling prices boosted the sales of these operations. Selling price increases were implemented to recover the paperboard cost increases. Late in the year there were some selling price decreases as paperboard costs declined. [GRAPH] IDENTIFIABLE ASSETS BY SEGMENT (millions $) Identifiable assets increased in 1995 in all segments of the Company. In the Consumer Products Division, volume gains in the snack, refrigerated dough, powdered beverage, miscellaneous food and caulk markets offset declines in the shortening and concentrate markets. The sales increase for the year was the result of volume gains plus price increases implemented due to rising materials costs. This division implemented several projects that resulted in significant productivity gains and is continuing its growth by introducing new products, expanding current markets and converting self-manufacturers to Sonoco composite cans. Growth continued in Sonoco Flexible Packaging. Sales increases resulted from volume increases, as the plant in Morristown, Tenn., continued to improve its capacity utilization. In addition, the Company acquired the Edinburgh, Ind., plant from Hargro, Inc. early in 1995, and sales from this operation boosted the flexible packaging performance. The Company added new rotogravure presses at both the Morristown and Edinburgh plants that increased capacity and productivity. Sales and earnings continued to grow at double digit rates in the Sonoco Engraph businesses, reflecting the growth potential of this operation. The label and package insert business continued to grow in several different markets. In October, Sonoco acquired Cricket Converters of Hightstown, N.J., a producer of labels for the pharmaceutical and cosmetic markets. Sonoco Engraph began consolidation of its various label businesses during the fourth quarter. Benefits of consolidation include lower costs, increased technology focus and improved customer responsiveness. Screen process printing showed sales and earnings increases during the year in the beverage and fleet graphics markets. The paperboard carton business continued to grow as new equipment was added to provide more product identification options for customers. The glass cover and coaster business remained strong. The Industrial Container Division sales were up during the year. Most of the sales growth reflected an increase in sales prices due to materials costs increases in paperboard, steel and plastic resins. Volume was down in the fibre drum operations, but increased in both the plastic drum and intermediate bulk container operations. There was pressure on margins in this business due to competitive pressures, including a trend to increase reuse of plastic containers in several markets. The High Density Film Products Division had sales gains in all markets during 1995, with the gains in the grocery segment resulting from the exit of a major competitor during 1994. The division installed additional 4 28 Management's Discussion & Analysis capacity to accommodate this business with much of that capacity coming on line during 1995. In addition to gains in the grocery market, there were increases in the convenience store, retail and agricultural film markets. Price increases were implemented to recover increases in the cost of plastic resins and ink. The division improved productivity, resulting from installation of new machinery and full capacity utilization during the year. A second line was added during the third quarter to produce agricultural film. In 1995, the division began test markets with several major quick service restaurant chains to test the use of plastic bags for takeout customers. The Crellin Molded and Extrusion Plastics Division increased sales slightly for the year but saw a decrease in profits because of an inability to recover cost increases for plastic resins. While business did increase in the automotive and filtration operations, it declined in the textile and wire and cable markets. The Fibre Partitions Division had increases in both sales and profits due to continued progress in converting customers from traditional corrugated partitions to solid fibre. In addition to the sales increase, there were several projects to control costs and increase productivity throughout this division. The Protective Packaging operations also increased both sales and profits as demand for Sonopost(R) packaging forms remained strong in the major appliance packaging market. The engineered cushion fibre business also increased as conversions were made in both the small appliance and computer peripherals markets. The Baker Division's reel business saw a decrease in volume resulting from a slowdown in the cable television and home building markets, but strong productivity increases and cost control measures helped increase earnings. Capital spending in this segment rose to $86.5 million from the $77.3 million in 1994. This increase was spread across the segment as new machinery to add capacity or increase productivity was installed in nearly all the major converting businesses. Paper Segment The paper segment represents all of Sonoco's domestic papermaking and paper collection facilities. This includes the Company's 21 cylinder board paper machines and one Fourdrinier machine in the United States. In addition, this segment includes recovered paper collection sites operated through the Company's paper mills or by its subsidiary, Paper Stock Dealers, Inc. The Fourdrinier paper machine, located in Hartsville, S.C., is operated in partnership with Georgia-Pacific Corporation. The annual capacity of this machine is 176,000 tons, which is sold by contract to Georgia-Pacific. [GRAPH] OPERATING INCOME BY SEGMENT (millions $) All segments contributed to the higher profit performance in 1995. Operating income by segment has been restated to exclude 1992 Restructuring Charges. Sonoco has a capacity of approximately 750,000 tons per year of cylinder board production in the United States mills. Approximately 80% of the board produced by Sonoco's paper operations is sold to other Sonoco operations to be converted into paperboard packaging. The Company's Recycling and Reclamation operation (which includes the Paper Stock Dealers subsidiary and the mill collection system) processed approximately one and one-half million tons of recovered paper during 1995, with more than half of that used in Sonoco's papermaking operations. In addition to supplying Sonoco's needs, this group also supplies many large paper mills in the Southeast. Because of the volatility in recovered paper costs and supply, Sonoco's recovery system is a key competitive advantage, providing a security of supply as well as a better control over the cost of this raw material. The higher prices for recovered paper in the first half of 1995 added to the overall sales and profits of this segment. Total domestic paper sales, including both internal and external sales, were $445.1 million in 1995, compared with $331 million in 1994, an increase of 34.5%. Operating profits for this segment increased 35.6% to $87.5 million in 1995, compared with $64.5 million in 1994. There were two major factors affecting the performance of this division during 1995: the volatile cost of recovered paper and the drop in volume during the second half of the year. Recovered paper costs were at all-time highs during the first half of 1995, resulting in several paperboard price increases. At the same time, the higher recovered paper costs increased profits in the paper collection operations. As prices for recovered paper decreased later in the year, profits dropped significantly in the paper collection operations. The domestic paper division operated at 96% capacity for the year. Volume decreases during the second half of the year resulted in downtime, mostly in the fourth quarter, reflecting slowing economic conditions. Capital spending in this segment during 1995 was $37.4 million, compared with $18.9 million in 1994. This spending included several projects to improve productivity at mills in Hartsville, S.C.; Sumner, Wash.; Newport, Tenn. and Holyoke, Mass. The major project to upgrade the capacity, quality and energy generation in Hartsville was only about one-third completed at the end of 1995. Three paper collection operations were acquired during the year to expand the collection base geographically. International Segment The international segment includes all of Sonoco's non-U.S. operations. The largest of 5 29 Management's Discussion & Analysis these operations are in Canada, the United Kingdom, France, Mexico, Australia, Germany and a rapidly growing presence in Asia. These operations are similar to the United States businesses in products and markets served. Sales in 1995 in this segment were $566.3 million, compared with $431.2 million in 1994, a 31.3% increase. Operating profits increased to $42 million from $15.7 million in 1994. Acquisitions in 1995 added approximately $42 million to sales. The increase in sales and profits resulted from the acquisition of the remaining 50% interest of the CMB/Sonoco joint venture for producing composite cans in Europe, higher volume in most geographic areas and increased selling prices to recover significant materials cost increases in the paper and paper converting operations. Business was strong in nearly all of the international operations during 1995, though there was some decline in volume in the industrial products and paper operations in Europe toward the end of 1995. Other acquisitions during the year included a small tube and paper producer in France; a 25% interest in Demolli Industria Cartaria SRL, one of Italy's leading tube makers; three tube manufacturing operations and a paper mill in Brazil; and a composite can operation in Mexico. In the fourth quarter, Sonoco Asia signed a joint venture agreement for a paper mill in Shanghai, China. Internal expansion included increased composite can making capacity in Venezuela and the start-up of an engineered cushion fibre operation in New Zealand. In early 1996, a joint venture to produce composite cans and other converted paper products in Indonesia was signed. In addition, a new composite can plant is scheduled to open in Belgium during the first half of 1996. Capital spending in the international segment was $45 million, compared with $27.7 million in 1994. The primary projects involved productivity upgrades in Venezuela and Mexico in the composite can operations and rebuilding a paper mill in France to improve productivity and quality. 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 1995 was $44 million, compared with $35.9 million in 1994. This increase resulted primarily from higher debt levels and from increasing the fixed rate mix of debt with the issuance of $100 million of 6.75% 15-year debentures in November 1995. General corporate expense increased in 1995, primarily due to the increased cost of the company-owned life insurance program (COLI). The tax benefit from this program is reflected in the effective tax rate. FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES 1995-1994 AND 1994-1993 ................................................................................ Sonoco's financial position remains strong. At December 31, 1995, the Company's long-term debt was rated A+ by Standard & Poor's (S&P) and A2 by Moody's. Commercial paper was rated A1 and P1 by S&P and Moody's, respectively. Cash provided by operations was $254.6 million in 1995, compared with $219.5 million in 1994 and $162.8 million in 1993. The 1995 improvement in cash flow was largely a result of higher net income. Cash provided by operations was higher in 1994, compared with 1993, due to lower payables in 1993 and the prepayment of $15 million in taxes that would have otherwise been payable in 1994. Earnings before interest and taxes were 7.2 times interest expense in 1995, compared with 6.9 times in 1994 and 7.2 times in 1993. The debt to total capital ratio was 39.6% at December 31, 1995, compared with 38.1% and 38% at December 31, 1994 and 1993, respectively. The 1995 ratio adjusts debt levels for excess cash at year-end related to the issuance of restricted-purpose bonds. Debt increased $139.4 million to $686.8 million at December 31, 1995, primarily due to funding acquisitions of $107.2 million, as well as increased capital spending and an increase in cash and cash equivalents. Debt increased $31.6 million to $547.4 million at December 31, 1994, primarily due to the purchase of $29.5 million of Company stock and to fund $30.4 million in acquisitions. Capital spending was $181.4 million in 1995, compared with $126.7 million in 1994 and $115.6 million in 1993. In June 1995, the Company issued $35.1 million of 6.125% Industrial Revenue Bonds (IRBs) due June 1, 2025. As of December 31, 1995, $30.9 million of the proceeds from the IRBs were being held in trust until qualifying expenditures took place, explaining most of the increase in cash and cash equivalents. In November 1995, the Company issued $100 million of 6.75% Debentures due November 1, 2010, in order to lengthen the maturities of the Company's indebtedness. The net proceeds from this issue were used to reduce outstanding commercial paper obligations. During 1995, the Company increased its authorized commercial paper program from $250 million to $300 million and has 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 in the future. Capital spending for 1996 is expected to be approximately $250 million. While Vision 2000 focuses on higher internal growth, small tactical acquisitions will continue to be a part of the Company's 6 30 Management's Discussion & Analysis strategy for growth. The Company expects to acquire additional businesses with market and technology positions consistent with its overall goals and strategies. Net working capital increased to $229.3 million at December 31, 1995, from $222.1 million in 1994 and $209.9 million in 1993. The current ratio was 1.5 at December 31, 1995, compared with 1.6 and 1.7 at December 31, 1994 and 1993, respectively. Current assets increased in 1995 largely as a result of business growth and selling price increases implemented during 1995, plus excess cash, as explained above. Current liabilities increased primarily as a result of higher notes and taxes payable. Notes payable increased as a result of using short-term bank lines in place of long-term debt. Taxes payable increased primarily due to the higher profitability levels and reclassifications from deferred taxes to taxes payable. Shareholders' equity increased $86.5 million to $918.7 million at December 31, 1995, as a result of $164.5 million in earnings, reduced by common and preferred cash dividends of $60.9 million, the repurchase of $18.7 million of the Company's stock and a translation adjustment of $9.7 million. The translation adjustment was primarily due to the devaluation of the Mexican peso. In 1994, shareholders' equity increased $43.9 million to $832.2 million, primarily from $129.8 million in earnings, offset by common and preferred dividend payments of $56 million, the repurchase of $29.5 million of the Company's stock and a translation adjustment of $7.2 million. In April 1995, the Board of Directors declared a 5% common stock dividend and increased the dividend payable to common shareholders to $.15 per share from the $.13 per share that had been paid since the second quarter of 1994. The Company's policy is to increase dividends as earnings grow. The return on common equity was 22.2% in 1995, compared with 19.1% in 1994 and 19.9% in 1993. Assuming the conversion of preferred stock, return on total equity was 18.7% in 1995, compared with 16% in 1994 and 19% in 1993. The book value per common share was $8.19 in 1995, compared with $7.23 in 1994 and $6.71 in 1993. The Company is exposed to interest rate fluctuations as a result of using debt as a major source of financing its operations. When necessary, the Company will use traditional, unleveraged interest rate swaps to manage its mix of fixed and variable rate debt to ensure exposure to interest rate movements is maintained within established ranges. The Company is also subject to risk due to foreign exchange rate changes as a result of operating globally. The Company monitors these exposures and can use traditional currency swaps and forward foreign exchange contracts to hedge a portion of the net investment in foreign subsidiaries or to hedge firm commitments denominated in foreign currencies. Use of these financial instruments was not material to the financial statements as a whole as of December 31, 1995 or 1994. [GRAPH] CAPITAL SPENDING BY SEGMENT (millions $) In 1995, capital spending increased in all segments as projects to expand capacity and introduce technology were undertaken In October 1995, the Financial Accounting Standards Board issued Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation" (FAS 123). The Company did not elect early adoption of this standard in 1995. The standard encourages companies to adopt a fair value based method of accounting for stock compensation plans. However, a company may continue following the current accounting prescribed by APB Opinion No. 25 and disclose the impact of fair value accounting on its stock plans. The Company is evaluating the options allowed under this standard and plans to implement this standard in 1996. Except for the impact of raw materials prices, as discussed in the segmental information, inflation did not have a material impact on the Company's operations in 1995, 1994 or 1993. 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. Such laws also make generators of hazardous wastes, and their legal successors, financially responsible for the clean-up of sites contaminated by those wastes. The Company has been named a potentially responsible party at several environmentally contaminated sites primarily located in the Northeast and owned by third parties. These sites are believed to represent the Company's largest potential environmental liabilities. The Company has accrued $4.4 million as of December 31, 1995, with respect to these sites. In determining the amounts to accrue with respect to such sites, the Company has considered: 1) the aggregate potential clean-up costs in light of the joint and several liability to which the Company may be subject, 2) the availability of insurance coverage, 3) the likelihood that insurance coverage may be contested, 4) potential sources of contribution and/or indemnification, 5) the periods in which claims for recovery may be realized, 6) the financial condition of third parties from which recovery is expected, 7) the identification of specific sites for clean-up, 8) statutory defenses and 9) the status of federal and state regulatory action. Due to the complexity of determining clean-up costs associated with the sites, a reliable 7 31 Management's Discussion & Analysis estimate of the ultimate cost to the Company cannot be determined; however, costs will be accrued as necessary once reasonable estimates are determined. Because it appears unlikely that these matters will be completely resolved in the near future, and because they involve matters in areas of law and policy that are constantly changing, any opinion the Company has regarding such matters must necessarily be qualified to reflect the uncertainty. Nevertheless, it is management's opinion (based on prior experiences with such matters; rough estimates of counsel, consultants and others; the apparent ability and obligation of other parties to share clean-up costs; and the Company's present and estimated future financial position) that such costs, when finally determined, will not have a material adverse effect on the consolidated financial position of the Company. RESULTS OF OPERATIONS 1994-1993 ................................................................................ Consolidated net sales for 1994 were $2.3 billion, compared with $1.95 billion in 1993, an increase of 18.1%. Several factors impact the sales comparison between 1994 and 1993. Sales in 1994 included a full year of the Engraph acquisition, completed in October 1993, as well as reductions from operations closed in 1993. Sales in 1993 also increased because of the elimination of Sonoco's historical reporting lag of one month for most international operations, which resulted in 13 months of sales being reported during 1993. Excluding the above factors, the sales gain in 1994 was 9.5%. Net income for 1994 was $122.1 million, or $1.31 per share (assuming full dilution). This included the expected first-year dilution for the Engraph acquisition. Net income for 1993 of $117.6 million, or $1.26 per share (assuming full dilution), included a one-time gain of $.04 per share from the early repayment of the Graham note (see Note 3 to the Financial Statements). Excluding the dilution, the one-time gain in 1993 and the elimination of the international reporting lag, base operating income increased by 12%. Additional information on sales and profits is included in the segment discussions below. Capital expenditures increased to $126.7 million in 1994, compared with $115.6 million in 1993. These expenditures were for projects to expand capacity and introduce new technology. Segment Reporting Sonoco changed the segmental reporting in 1994 by combining the miscellaneous segment with the converted products segment. The Company determined the operations in both segments were converting businesses and, given the small size of the miscellaneous segment, separate reporting was no longer appropriate. The following segmental data includes the converted products segment, the paper segment, the international segment and corporate. Converted Products Segment Trade sales in this segment were $1.74 billion compared with $1.44 billion in 1993, an increase of 20.8%. The key factors affecting this sales increase included additional volume in nearly every business, the full-year sales impact for Engraph, acquired in October 1993, and higher selling prices. The overall operating profit for the converted products segment was $188.5 million, compared with $157.4 million in 1993, an increase of 19.7%. Capital spending rose to $77.3 million in this segment, up from $47 million in 1993. Much of this spending was to implement new manufacturing processes in the tube and core business, to cover start-up plants in the protective packaging area and to add equipment and facilities in the Engraph operations. Paper Segment Total domestic paper sales, including both internal and external, for 1994 were $331 million, compared with $278.9 million in 1993, an 18.7% increase. Operating profits increased 11.5% to $64.5 million in 1994 from $57.9 million in 1993. Capital spending in this segment during 1994 was $18.9 million, compared with $20.5 million in 1993. International Segment Sales in 1994 were $431.2 million, compared with $404.1 million in 1993. Due to the elimination of a one-month historical reporting lag, 13 months of sales were included in 1993 for many international operations. Several businesses were sold in 1993, impacting the year-to-year comparison. Excluding the above, the sales gain for 1994 was 16.5%. Operating profits increased 31.9% to $15.7 million in 1994 from $11.9 million in 1993. Capital spending in the international segment was $27.7 million, compared with $41.2 million in 1993. The primary projects focused on process improvements at plants in Mexico, Canada, Germany and France. Corporate Interest expense in 1994 was $35.9 million, compared with $31.2 million in 1993, a result of higher average debt levels, primarily due to acquisitions, offset partially by the impact of a lower average cost of funds. Although short-term rates were higher in 1994, the Company benefited from the favorable impact of the prepayment of the 9.3% privately placed notes in November 1993 and the maturing of various fixed-rate instruments in 1994. Interest income was lower in 1994 due to the early repayment of the Graham note in November 1993. The repayment of this note resulted in a $5.8 million gain (net of certain corporate charges), which was included in general corporate expense in 1993. General corporate expense increased in 1994 due primarily to the pretax cost of a broad-based, company-owned life insurance program. The tax benefit from this program was reflected in the effective tax rate. 8 32 SELECTED ELEVEN-YEAR FINANCIAL DATA Sonoco Products Company (Dollars and shares in thousands except per share data) 1995 1994 1993* 1992* Operating Results -------------------------------------------------------------- Net sales ......................................................... $ 2,706,173 $ 2,300,127 $ 1,947,224 $ 1,838,026 Cost of sales and operating expenses .............................. 2,396,284 2,055,734 1,734,980 1,641,075 Interest expense .................................................. 44,004 35,861 31,154 30,364 Interest income ................................................... (4,905) (2,398) (6,017) (6,416) Unusual items* .................................................... (5,800) 42,000 -------------------------------------------------------------- Income from operations before income taxes ........................ 270,790 210,930 192,907 131,003 Taxes on income ................................................... 106,640 82,500 75,200 51,800 Equity in earnings of affiliates .................................. 369 1,419 1,127 2,048 -------------------------------------------------------------- Income before cumulative effect of changes in accounting principles ........................................ 164,519 129,849 118,834 81,251 Cumulative effect of changes in accounting principles (FAS 106 and FAS 109) ........................................... (37,892) -------------------------------------------------------------- Net income ........................................................ 164,519 129,849 118,834 43,359 Preferred dividends ............................................... (7,763) (7,763) (1,264) -------------------------------------------------------------- Net income available to common shareholders ....................... 156,756 122,086 117,570 43,359 Returns before cumulative effect of changes in accounting principles Return on common equity ....................................... 22.2% 19.1% 19.9% 13.7% Return on total equity (including preferred stock) ............ 18.7% 16.0% 19.0% 13.7% Return on net sales ........................................... 6.1% 5.6% 6.1% 4.4% Per common share Income before cumulative effect of changes in accounting principles ......................................... 1.72 1.34 1.28 .89 Cumulative effect of changes in accounting principles ........... (.41) -------------------------------------------------------------- Net income available to common shareholders: Assuming no dilution .......................................... 1.72 1.34 1.28 .48 Assuming full dilution ........................................ 1.64 1.31 1.26 .47 Cash dividends declared - common ................................ .58 .53 .51 .47 Average common shares outstanding: Assuming no dilution .......................................... 91,139 91,445 91,681 91,069 Assuming full dilution ........................................ 100,386 99,473 99,737 92,214 Actual common shares outstanding at December 31 ................... 91,117 91,254 91,819 91,501 ============================================================== Financial Position Net working capital ............................................... 229,328 222,068 209,932 152,478 Property, plant and equipment ..................................... 865,629 763,109 737,154 614,018 Total assets ...................................................... 2,115,413 1,835,053 1,707,125 1,246,531 Long-term debt .................................................... 591,894 487,959 455,262 240,982 Shareholders' equity .............................................. 918,749 832,218 788,364 561,890 Current ratio ..................................................... 1.5 1.6 1.7 1.5 Total debt to total capital ....................................... 39.6%** 38.1% 38.0% 35.1% Book value per common share ....................................... 8.19 7.23 6.71 6.14 ============================================================== Other Data Depreciation, depletion and amortization expense .................. 125,836 112,797 95,745 83,309 Cash dividends declared - common .................................. 53,145 48,287 46,333 42,443 Market price per common share (ending) ............................ 26.25 20.83 20.95 22.74 ============================================================== *Included in 1993 and 1991 were gains on the sale of Sonoco Graham (see Note 3 to the Consolidated Financial Statements). Also 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. In 1987, includes acquisition consolidation charges of $10 million pretax, or $5,600 after-tax. **Debt levels adjusted for excess cash at year-end related to the issuance of restricted-purpose bonds. Prior years' data adjusted for stock splits and stock dividends. 9 33 1991* 1990* 1989 1988 1987* 1986 1985 - ----------------------------------------------------------------------------------------------------------- $ 1,697,058 $ 1,669,142 $ 1,655,830 $ 1,599,751 $ 1,312,052 $ 963,796 $ 869,598 1,528,543 1,481,271 1,470,877 1,413,912 1,174,777 858,680 773,910 28,186 28,073 29,440 25,175 18,593 8,552 8,686 (6,870) (2,196) (2,573) (1,517) (1,045) (602) (1,782) (8,525) 75,000 10,000 - ----------------------------------------------------------------------------------------------------------- 155,724 86,994 158,086 162,181 109,727 97,166 88,784 63,600 43,934 60,906 67,029 48,714 44,435 41,871 2,681 7,308 6,381 1,125 469 1,945 2,496 - ----------------------------------------------------------------------------------------------------------- 94,805 50,368 103,561 96,277 61,482 54,676 49,409 - ----------------------------------------------------------------------------------------------------------- 94,805 50,368 103,561 96,277 61,482 54,676 49,409 - ----------------------------------------------------------------------------------------------------------- 94,805 50,368 103,561 96,277 61,482 54,676 49,409 17.8% 9.6% 21.3% 23.0% 17.0% 17.4% 17.7% 17.8% 9.6% 21.3% 23.0% 17.0% 17.4% 17.7% 5.6% 3.0% 6.3% 6.0% 4.7% 5.7% 5.7% 1.05 .55 1.12 1.05 .67 .59 .54 - ----------------------------------------------------------------------------------------------------------- 1.05 .55 1.12 1.05 .67 .59 .54 1.04 .55 1.11 1.04 .66 .59 .54 .44 .43 .39 .30 .24 .20 .17 90,620 91,464 92,184 92,014 92,117 91,993 91,822 91,114 91,963 93,060 92,884 92,645 92,479 92,091 90,815 90,405 91,826 92,108 91,908 92,017 91,960 =========================================================================================================== 163,860 184,066 193,035 188,085 143,972 104,614 105,070 580,787 562,591 494,290 533,427 482,357 267,353 245,990 1,135,940 1,113,594 995,132 977,459 877,625 559,459 500,833 227,528 279,135 226,240 275,535 263,489 58,440 73,383 562,306 512,828 511,574 454,486 379,912 332,890 295,743 1.6 1.7 2.1 2.0 1.8 1.9 2.1 30.6% 34.7% 30.4% 36.8% 38.6% 17.7% 19.9% 6.19 5.67 5.57 4.93 4.13 3.62 3.22 =========================================================================================================== 76,561 72,152 67,263 69,055 57,086 35,654 31,182 39,703 39,216 35,583 28,046 21,942 17,963 15,746 16.43 15.48 17.62 16.31 10.12 9.05 7.32 =========================================================================================================== 10 34 CONSOLIDATED BALANCE SHEETS Sonoco Products Company December 31 -------------------------- (Dollars and shares in thousands) 1995 1994 ASSETS -------------------------- CURRENT ASSETS Cash and cash equivalents ................................................ $ 61,624 $ 28,444 Trade accounts receivable, net of allowances ............................. 314,207 270,439 Other receivables ........................................................ 17,074 20,211 Inventories Finished and in process................................................. 103,073 86,238 Materials and supplies ................................................. 128,403 121,424 Prepaid expenses ......................................................... 21,277 29,943 Deferred income taxes .................................................... 16,125 14,012 -------------------------- 661,783 570,711 PROPERTY, PLANT AND EQUIPMENT, NET ........................................ 865,629 763,109 COST IN EXCESS OF FAIR VALUE OF ASSETS PURCHASED, NET ..................... 411,343 358,965 OTHER ASSETS .............................................................. 176,658 142,268 -------------------------- $ 2,115,413 $ 1,835,053 ========================== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Payable to suppliers ..................................................... $ 149,512 $ 158,098 Accrued expenses and other ............................................... 105,750 83,268 Accrued wages and other compensation ..................................... 30,885 30,855 Notes payable and current portion of long-term debt ...................... 94,898 59,421 Taxes on income .......................................................... 51,410 17,001 -------------------------- 432,455 348,643 LONG-TERM DEBT ............................................................ 591,894 487,959 POSTRETIREMENT BENEFITS OTHER THAN PENSIONS ............................... 103,898 104,179 DEFERRED INCOME TAXES AND OTHER ........................................... 68,417 62,054 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Serial preferred stock, no par value Authorized 30,000 shares Issued 3,450 shares .................................................... 172,500 172,500 Common shares, no par value Authorized 150,000 shares Issued 96,433 shares ................................................... 7,175 7,175 Capital in excess of stated value ........................................ 170,458 60,908 Translation of foreign currencies ........................................ (55,925) (46,252) Retained earnings ........................................................ 694,681 697,299 Treasury shares at cost (1995--5,316 SHARES; 1994--5,179 shares) ......... (70,140) (59,412) -------------------------- 918,749 832,218 -------------------------- $ 2,115,413 $ 1,835,053 ========================== Shares restated to reflect the 5% stock dividend on June 9, 1995. The Notes beginning on page 38 are an integral part of these financial statements. 11 CONSOLIDATED STATEMENTS OF INCOME 35 Sonoco Products Company Years ended December 31 ----------------------------------------- (Dollars and shares in thousands except per share data) 1995 1994 1993 ----------------------------------------- Net sales ............................................................... $ 2,706,173 $ 2,300,127 $ 1,947,224 Cost of sales ........................................................... 2,106,987 1,803,427 1,525,671 Selling, general and administrative expenses ............................ 289,297 252,307 209,309 Interest expense ........................................................ 44,004 35,861 31,154 Interest income ......................................................... (4,905) (2,398) (6,017) Unusual items ........................................................... (5,800) ----------------------------------------- Income before income taxes .............................................. 270,790 210,930 192,907 Taxes on income ......................................................... 106,640 82,500 75,200 ----------------------------------------- Income before equity in earnings of affiliates .......................... 164,150 128,430 117,707 Equity in earnings of affiliates ........................................ 369 1,419 1,127 ----------------------------------------- Net income .............................................................. 164,519 129,849 118,834 Preferred dividends ..................................................... (7,763) (7,763) (1,264) ----------------------------------------- Net income available to common shareholders ............................. $ 156,756 $ 122,086 $ 117,570 ========================================= Per common share Net income available to common shareholders: Assuming no dilution .................................................. $ 1.72 $ 1.34 $ 1.28 Assuming full dilution ................................................ $ 1.64 $ 1.31 $ 1.26 Cash dividends - common ................................................. $ .58 $ .53 $ .51 Average common shares outstanding: Assuming no dilution .................................................... 91,139 91,445 91,681 Assuming full dilution .................................................. 100,386 99,473 99,737 Shares outstanding and per share data have been restated to reflect the 5% stock dividend on June 9, 1995. The Notes beginning on page 38 are an integral part of these financial statements. (GRAPH) NET SALES (billions $) Net sales increased 17.7% in 1995 due to price increases, acquisitions and volume gains in many operations. (GRAPH) NET INCOME (millions $) Net income has grown at a compound annual growth rate of 13.4% since 1991. Adjusted to exclude restructuring charges and cumulative effect of accounting changes in 1992. (GRAPH) EARNINGS PER SHARE - FULLY DILUTED ($) Earnings per share improved 25.2% over 1994. Adjusted to exclude restructuring charges and cumulative effect of accounting changes in 1992. Prior years earnings per share restated to reflect the 5% stock dividend in June 1995. 12 36 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Sonoco Products Company Common Shares Preferred Capital in Translation Treasury (Dollars and shares in thousands --------------------- Stock Excess of of Foreign Retained Shares except per share data) Outstanding Amount Amount Stated Value Currencies Earnings Amount ---------------------------------------------------------------------------------------- January 1, 1993..................... 91,501 $7,175 $ $ 61,608 $(19,952) $552,263 $(39,204) Net income.......................... 118,834 Cash dividends: Preferred......................... (1,264) Common, $.51 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................. 219 1,388 1,493 Employee stock ownership plan.................. 247 3,249 2,001 Treasury shares acquired............ (148) (2,362) ------------------------------------------------------------------------------------- December 31, 1993................... 91,819 7,175 172,500 62,277 (39,016) 623,500 (38,072) Net income.......................... 129,849 Cash dividends: Preferred......................... (7,763) Common, $.53 per share............ (48,287) Translation loss.................... (7,236) Issuance of treasury shares under Stock option plan................. 344 (442) 3,748 Employee stock ownership plan.................. 156 1,779 1,581 Treasury shares acquired............ (1,335) (29,462) Other............................... 270 (2,706) 2,793 ------------------------------------------------------------------------------------- December 31, 1994................... 91,254 7,175 172,500 60,908 (46,252) 697,299 (59,412) Net income.......................... 164,519 Cash dividends: Preferred......................... (7,763) Common, $.58 per share............ (53,145) 5% common stock dividend............ 106,213 (106,229) Translation loss.................... (9,673) Issuance of treasury shares under Stock option plan................. 561 5,584 6,286 Treasury shares acquired............ (824) (18,657) Other............................... 126 (2,247) 1,643 ------------------------------------------------------------------------------------- December 31, 1995................... 91,117 $7,175 $172,500 $170,458 $(55,925) $694,681 $(70,140) ===================================================================================== Shares outstanding and per share data have been restated to reflect the 5% common stock dividend on June 9, 1995. The Notes beginning on page 38 are an integral part of these financial statements. 13 CONSOLIDATED STATEMENTS OF CASH FLOWS 37 Sonoco Products Company Years ended December 31 ----------------------------------- (Dollars and shares in thousands) 1995 1994 1993 ----------------------------------- Cash Flows from Operating Activities Net income ................................................... $ 164,519 $ 129,849 $ 118,834 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, depletion and amortization .................. 125,836 112,797 95,745 Loss on disposition of assets ............................. 157 2,901 836 Deferred taxes ............................................ (5,347) 5,668 22,361 Gain on sale of investment in affiliate ................... (15,299) Changes in assets and liabilities, net of effects from acquisitions, dispositions and foreign currency adjustments Accounts receivable ................................... (31,778) (33,127) 860 Inventories ........................................... (12,931) (17,637) 5,545 Prepaid expenses ...................................... 8,319 1,563 (1,411) Payables and taxes .................................... 27,313 29,536 (45,881) Other assets and liabilities .......................... (21,538) (12,035) (18,746) ----------------------------------- Net cash provided by operating activities .................... 254,550 219,515 162,844 Cash Flows from Investing Activities Purchase of property, plant and equipment .................... (181,432) (126,746) (115,596) Cost of acquisitions, exclusive of cash ...................... (107,156) (30,370) (392,950) Proceeds from the sale of assets ............................. 4,557 5,533 42,467 Proceeds from collection of a note receivable ................ 33,672 ----------------------------------- Net cash used by investing activities ........................ (284,031) (151,583) (432,407) Cash Flows from Financing Activities Proceeds from issuance of debt ............................... 305,851 96,838 662,800 Principal repayment of debt .................................. (169,807) (81,053) (523,817) Cash dividends - common and preferred ........................ (60,908) (56,004) (46,333) Treasury shares acquired ..................................... (18,657) (29,462) (2,362) Treasury shares issued ....................................... 8,370 3,334 2,428 Preferred shares issued ...................................... 172,500 ----------------------------------- Net cash provided (used) by financing activities ............. 64,849 (66,347) 265,216 Effects of Exchange Rate Changes on Cash ..................... (2,188) 1,001 (7,863) ----------------------------------- Increase (Decrease) in Cash and Cash Equivalents ............. 33,180 2,586 (12,210) Cash and cash equivalents at beginning of year ............... 28,444 25,858 38,068 ----------------------------------- Cash and cash equivalents at end of year ..................... $ 61,624 $ 28,444 $ 25,858 =================================== Supplemental Cash Flow Disclosures Interest paid .............................................. $ 41,851 $ 37,123 $ 31,504 Income taxes paid .......................................... $ 75,635 $ 61,254 $ 75,374 Excluded from the Consolidated Statements of Cash Flows is the effect of certain non-cash activities. On June 9, 1995, the Company issued a 5% common stock dividend ($106,213 fair value). The Company assumed approximately $75,000 of debt obligations in 1993 in conjunction with acquisitions. The Notes beginning on page 38 are an integral part of these financial statements. 14 38 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company (Dollars and shares in thousands except per share data) The following notes are an integral part of the consolidated financial statements. The accounting principles followed by the Company appear in bold type. 1. BASIS OF PRESENTATION ................................................................................ THE CONSOLIDATED FINANCIAL STATEMENTS INCLUDE THE ACCOUNTS OF SONOCO PRODUCTS COMPANY AND ITS 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. THE PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES REQUIRES MANAGEMENT TO MAKE ESTIMATES AND ASSUMPTIONS THAT AFFECT THE REPORTED AMOUNT OF ASSETS AND LIABILITIES AT THE DATE OF THE FINANCIAL STATEMENTS AND THE REPORTED AMOUNTS OF REVENUES AND EXPENSES DURING THE REPORTING PERIOD. ACTUAL RESULTS COULD DIFFER FROM THOSE ESTIMATES. 2. ACQUISITIONS ............................................................................... Sonoco completed several acquisitions during 1995 which were strategically important to both U.S. and international operations. The aggregate cost of these acquisitions was approximately $107,000 in cash. In January 1995, the Company acquired the remaining 50% interest in the CMB/Sonoco joint venture. CMB/Sonoco is a producer of composite cans with manufacturing facilities in Manchester, U.K. and Lieven, France. In March 1995, the Company completed the purchase of a flexible packaging plant in Edinburgh, Ind., formerly owned by Hargro Flexible Packaging Corporation. The Edinburgh plant manufactures packaging for the confection, snack food and pharmaceutical markets. During the fourth quarter, the Company completed the acquisition of Cricket Converters, Inc. of Hightstown, N.J. Cricket supplies labels to the pharmaceutical and health care markets. The Company also purchased three converting operations and a paper mill in Brazil, a small tube and paper manufacturer in France and three additional recovered paper collection plants in the U.S. During 1994, the Company completed several acquisitions with an aggregate cost of approximately $30,000 and the assumption of $6,000 in debt. 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. 3. UNUSUAL ITEMS ................................................................................ Unusual items in 1993 include a gain from the early repayment of a note issued in connection with the sale of Sonoco Graham in 1991. This gain was partially offset by charges for refinancing debt related to the Engraph acquisition and various other unusual items in 1993. 4. CASH AND CASH EQUIVALENTS ................................................................................ CASH EQUIVALENTS ARE COMPOSED OF HIGHLY LIQUID INVESTMENTS WITH AN ORIGINAL MATURITY OF THREE MONTHS OR LESS AND ARE RECORDED AT MARKET. At December 31, 1995 and 1994, outstanding checks of $19,808 and $28,182, respectively, were included in Payable to suppliers. At December 31, 1995, $30,892 of cash and cash equivalents represented proceeds from the issuance of the 6.125% Industrial Revenue Bonds (IRBs) and was restricted to funding qualified expenditures as provided for by the IRBs. 5. 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 38% of total inventories in 1995 and 43% in 1994. 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 $12,084 in 1995 and $9,961 in 1994. 6. 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 $110,706 in 1995, $99,767 in 1994 and $87,721 in 1993. 15 39 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company (Dollars and shares in thousands except per share data) Details of property, plant and equipment at December 31 are as follows: 1995 1994 -------------------------- Land ........................... $ 35,733 $ 28,179 Timber resources ............... 32,529 31,699 Buildings ...................... 302,383 279,634 Machinery & equipment .......... 1,131,503 1,009,024 Construction in progress ....... 107,099 62,988 -------------------------- 1,609,247 1,411,524 Accumulated depreciation and depletion ................. (743,618) (648,415) -------------------------- $ 865,629 $ 763,109 ========================== Estimated costs for completion of authorized capital additions under construction totaled approximately $118,000 at December 31, 1995. Certain operating properties and equipment are leased under non-cancellable operating leases. Total rental expense under operating leases was $31,000, $28,000 and $26,400 in 1995, 1994 and 1993, respectively. Future minimum rentals under non-cancellable operating leases with terms of more than one year are as follows: 1996 - $17,100; 1997 - $14,800; 1998 - $11,900; 1999 - $8,800; 2000 - $6,200; 2001 and thereafter - $11,800. 7. COST IN EXCESS OF FAIR VALUE OF ASSETS PURCHASED ............................................................................... GOODWILL ARISING FROM BUSINESS ACQUISITIONS ($64,000 in 1995 and $27,000 in 1994) IS AMORTIZED ON THE STRAIGHT-LINE BASIS OVER PERIODS RANGING FROM 20 TO 40 YEARS. THE COMPANY EVALUATES, AT EACH BALANCE SHEET DATE, THE REALIZABILITY OF GOODWILL FOR EACH SUBSIDIARY HAVING A GOODWILL BALANCE. Amortization expense amounted to $15,130 in 1995; $13,030 in 1994; and $8,024 in 1993. Accumulated amortization at December 31, 1995 and 1994 was $45,346 and $34,336, respectively. 8. INVESTMENT IN LIFE INSURANCE ................................................................................ Company-owned life insurance (COLI) policies are recorded net of policy loans in Other Assets. The net pretax cost of company-owned life insurance, including interest expense, was $9,171 in 1995 and $5,532 in 1994 and is included in Selling, general and administrative expenses. The related interest expense was $34,634 in 1995 and $18,630 in 1994. Tax benefits from the COLI program amounted to $10,024 and $5,091 in 1995 and 1994, respectively. Proposed legislation will eliminate the tax-favored status of this program, if enacted. 9. DEBT ................................................................................ Debt at December 31 was as follows: 1995 1994 ------------------- Commercial paper, average rate of 5.9% in 1995 and 4.2% in 1994......... $134,500 $173,700 9.2% notes due August 2021 ................ 99,926 99,917 6.75% debentures due November 2010 ....... 99,790 5.875% notes due November 2003 ............ 99,471 99,405 5.49% notes due April 2000 ................ 75,000 75,000 6.125% IRBs due June 2025 ................. 34,439 Foreign denominated debt, average rate of 6.6% at December 31, 1995 and 6.8% at December 31, 1994 ........... 108,970 70,304 Other notes ............................... 34,696 29,054 ------------------- Total debt ................................ 686,792 547,380 Less current portion and short-term notes ....................... 94,898 59,421 ------------------- Long-term debt ............................ $591,894 $487,959 =================== The Company has authorized a commercial paper program totaling $300 million and has fully committed bank lines of credit supporting the program by a like amount. These bank lines expire in the year 2000. Accordingly, commercial paper borrowings are classified as long-term debt. The approximate principal requirements of debt maturing in the next five years are: 1996 - $95,000; 1997 - $5,200; 1998 - $4,800; 1999 - $4,800; and 2000 - $5,800. 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 the year 2000. 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 $365,000. In addition to the committed availability under the commercial paper program, unused short-term lines of credit for general Company purposes at December 31, 1995, were approximately $94,500 with interest at mutually agreed upon rates. 10. FINANCIAL INSTRUMENTS ................................................................................ The Company enters into currency swaps and foreign exchange forward contracts to hedge a portion of the net investment in certain foreign subsidiaries. Gains and losses on such contracts are recognized in the cumulative translation adjustments account in Shareholders' Equity. As of December 31, 1995 and 1994, the notional value of such contracts was approximately $38,000 and $32,000, respectively. All financial instruments are executed with credit worthy financial institutions; therefore, the Company considers the risk of non-performance on these instruments to be remote. 16 40 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company (Dollars and shares in thousands except per share data) NOTE 10: FINANCIAL INSTRUMENTS - CONTINUED The following table sets forth the carrying amounts and fair values of the Company's significant financial instruments where the carrying amount differs from the fair value. The carrying amount of cash and cash equivalents, short-term debt and long-term variable rate debt approximates fair value. The fair value of long-term debt is based on quoted market prices or by discounting future cash flows using interest rates available to the Company for issues with similar terms and average maturities. Foreign currency agreements are valued based on termination values or quoted market prices of comparable instruments. December 31, 1995 December 31, 1994 ------------------------------------------------ Carrying Fair Carrying Fair Amount Value Amount Value of Asset/ of Asset/ of Asset/ of Asset/ (Liability) (Liability) (Liability) (Liability) ------------------------------------------------ Long-term debt ..... $(591,894) $(622,695) $(487,959) $(468,126) Foreign currency agreements...... (2,690) (2,690) 1,309 1,309 11. STOCK PLANS ................................................................................ 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, 1995, 1,726,684 shares were reserved for future grants. On February 7, 1996, the Board recommended, pending shareholder approval, the adoption of the 1996 Non-Employee Director's Stock Plan. This plan provides for the granting of options to non-employee directors beginning with 2,000 per participant granted in 1996. In 1994, the Company granted one-time awards of contingent shares to 13 of the Company's executives. Three hundred thirty-six thousand shares were granted under this plan from shares allocated in the 1991 Key Employee Stock Plan. Information with respect to the Company's stock option plans follows: Option Option Shares Price Range -------------------------- 1993 Outstanding at beginning of year....................... 3,416,263 $ 4.78-$17.86 Granted .................... 1,005,165 $19.76-$22.98 Assumed - Engraph .......... 654,314 $ 3.55-$17.52 Exercised .................. (218,688) $ 4.78-$17.86 Cancelled .................. (6,195) $ 22.98 --------- Outstanding at end of year ..... 4,850,859 $ 3.55-$22.98 1994 Granted ................... 1,274,920 $ 0.00-$23.93 Exercised ................. (343,734) $ 3.55-$17.86 Cancelled ................. (36,588) $ 4.78-$23.93 --------- Outstanding at end of year .... 5,745,457 $ 0.00-$23.93 1995 Granted ................... 1,083,060 $19.88-$23.57 Exercised ................. (560,664) $ 5.09-$23.93 Cancelled ................. (32,921) $ 5.09-$23.93 --------- Outstanding at end of year .... 6,234,932 $ 0.00-$23.93 ========= Options exercisable at December 31, 1995......... 4,814,822 All option shares and option prices have been restated to reflect the 5% stock dividend on June 9, 1995. 12. 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 sponsors contributory pension plans covering approximately 75% of the employees in the United Kingdom and substantially all of the Canadian 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. IT IS THE COMPANY'S INTENT TO MAINTAIN A WELL-FUNDED PLAN. Net pension cost for the domestic, United Kingdom and Canadian plans includes the following components: Combined Plans -------------------------------- 1995 1994 1993 -------------------------------- Service cost-benefits earned during year ................. $ 12,532 $ 13,716 $ 9,555 Interest cost on projected benefit obligation .......... 32,537 27,160 23,881 Actual return on plan assets ...................... (81,926) (1,205) (32,165) Net amortization and deferral .................... 45,007 (33,209) 2,031 -------------------------------- $ 8,150 $ 6,462 $ 3,302 ================================ 17 41 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company (Dollars and shares in thousands except per share data) The following table sets forth the funded status of the plans at December 31: Over-Funded Under-Funded Plan Plan ------------------------------------------------ 1995 1994 1995 1994 ------------------------------------------------ Projected benefit obligation Vested benefits ............. $ 366,805 $ 273,601 $ $ Non-vested benefits ......... 10,241 8,043 19,332 14,521 ------------------------------------------------ Accumulated benefit obligation .................. 377,046 281,644 19,332 14,521 Effect of assumed increase in compensation levels ...... 47,203 45,523 1,345 2,442 ------------------------------------------------ Projected benefit obligation .................. 424,249 327,167 20,677 16,963 Plan assets at fair value ..... 461,270 365,802 14,234 12,965 ------------------------------------------------ Plan assets in excess of (less than) projected benefit obligation .......... 37,021 38,635 (6,443) (3,998) Unrecognized net loss ......... 43,583 20,376 5,094 1,997 Unrecognized prior service cost ........................ 3,039 2,192 1,735 1,803 Unrecognized net transition (asset) obligation .......... (9,207) (2,671) 1,142 1,370 Adjustment required to recognize minimum liability . (6,625) (2,728) ------------------------------------------------ Prepaid (accrued) pension cost ....................... $ 74,436 $ 58,532 $ (5,097) $ (1,556) ================================================ Prepaid pension costs of $5,737 and $8,188 were included in Prepaid expenses in 1995 and 1994, respectively. In addition $68,699 and $50,344 were included in Other Assets in 1995 and 1994, respectively. The weighted-average discount rate used in determining the projected benefit obligations was 7.25% in 1995, 8.5% in 1994, and 7% in 1993. The assumed compensation increase was 4% in 1995 and 1993, and 5% in 1994. The expected long-term rate of return on assets was 9.5% for all years presented. 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 to the plan for 1995, 1994, and 1993, were $5,570, $5,380 and $5,250, respectively. 13. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS ................................................................................ The Company provides health care and life benefits to the majority of its United States retirees and their eligible dependents. The Company's subsidiaries in Canada also provide postretirement benefits to eligible retirees. In accordance with the provisions of Statement of Financial Accounting Standards 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" (FAS 106), the Company accrues for postretirement benefits other than pensions over an employee's career. THE COMPANY FUNDS 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: 1995 1994 1993 ----------------------------- Service cost-benefits earned during year ........... $ 3,749 $ 5,180 $ 2,482 Interest cost on APBO ............ 8,673 7,110 8,196 Actual return on plan assets ..... (5,441) 459 (874) Net amortization and deferral .... (312) (5,400) (189) ----------------------------- Net periodic postretirement benefit cost ................. $ 6,669 $ 7,349 $ 9,615 ============================= The following sets forth the accrued obligation included in the accompanying December 31 Consolidated Balance Sheets applicable to each employee group for non-pension retirement benefits: 1995 1994 ---------------------- Accumulated postretirement benefit obligation (APBO): Retired employees ................ $ 69,627 $ 50,008 Active employees-fully eligible .. 21,489 17,671 Active employees-not yet eligible 26,128 27,329 ---------------------- Accumulated benefit obligation ....... 117,244 95,008 Plan assets at fair value ............ 25,816 17,375 ---------------------- Plan assets less than accumulated benefit obligation ................ (91,428) (77,633) Unrecognized net loss from changes in assumptions ............ 22,766 9,552 Unrecognized prior service cost....... (17,980) (22,459) ---------------------- Accrued postretirement benefit cost ...................... $ (86,642) $ (90,540) ====================== Prepaid postretirement medical costs of $17,256 and $13,639 were included in Other Assets in 1995 and 1994, respectively. The discount rate used in determining the APBO was 7.25% in 1995, 8.5% in 1994 and 7% in 1993. The assumed health care cost trend rate used in measuring the APBO was 10% in 1995 declining to 5% in the year 2005. Increasing the assumed trend rate for health care costs by one percentage point would result in an increase in the APBO of approximately $5,100 at December 31, 1995, and an 18 42 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company (Dollars and shares in thousands except per share data) increase of $640 in the related 1995 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 combined 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% for all years presented. 14. INCOME TAXES ................................................................................ In accordance with Statement of Financial Accounting Standards 109, "Accounting for Income Taxes" (FAS 109), the provision (benefit) for taxes on income for the years ending December 31 consists of the following: ---------------------------------- 1995 1994 1993 ---------------------------------- Pretax income Domestic ................. $ 233,125 $ 202,363 $ 189,122 Foreign .................. 37,665 8,567 3,785 ---------------------------------- Total pretax income .... $ 270,790 $ 210,930 $ 192,907 ================================== Current Federal .................. $ 86,611 $ 62,800 $ 43,998 State .................... 13,533 10,074 7,320 Foreign .................. 11,843 3,958 1,521 ---------------------------------- Total current ......... 111,987 76,832 52,839 ---------------------------------- Deferred Federal .................. (6,065) 4,263 14,005 State .................... (866) 949 2,924 Foreign .................. 1,584 456 5,432 ---------------------------------- Total deferred ........ (5,347) 5,668 22,361 ---------------------------------- Total taxes ................. $ 106,640 $ 82,500 $ 75,200 ================================== Current deferred income tax (benefit) expense results from temporary differences in the recognition of revenue and expense for tax and financial statement purposes. The sources of these differences and the tax effect of each are as follows: ---------------------------------- 1995 1994 1993 ---------------------------------- Restructuring charge .......... $ 1,034 $ 2,815 $ 8,711 Sale of an affiliate .......... 6,409 Depreciation expense .......... (2,884) 45 1,163 Benefit plan costs ............ (1,282) 3,125 7,379 Other items, net .............. (2,215) (317) (1,301) ---------------------------------- Total deferred .......... $ (5,347) $ 5,668 $ 22,361 ================================== Cumulative deferred tax liabilities (assets) are comprised of the following at December 31: -------------------- 1995 1994 -------------------- Depreciation ..................... $ 67,872 $ 70,751 Employee benefits ................ 26,182 21,062 Other ............................ 970 2,179 -------------------- Gross deferred tax liabilities .. 95,024 93,992 -------------------- Restructuring .................... (3,354) (4,193) Retiree health benefits .......... (31,550) (27,482) Foreign loss carryforwards ....... (10,960) (11,231) Capital loss carryforwards ....... (6,047) (6,830) Employee benefits ................ (15,382) (13,026) Other ............................ (8,024) (7,199) -------------------- Gross deferred tax assets ........ (75,317) (69,961) Valuation allowance on deferred tax assets .................... 10,960 11,231 -------------------- Total deferred taxes, net ..... $ 30,667 $ 35,262 ==================== The net change in the valuation allowance for deferred tax assets is a net decrease of $271 in 1995, compared with a net increase of $3,220 in 1994. The change relates to utilization of current net operating losses of certain foreign subsidiaries and the addition to the reserve for current net operating losses for which their use is limited to future taxable earnings. Approximately $28,000 of foreign subsidiary net operating loss carryforwards remain at December 31, 1995. Their use is limited to future taxable earnings of the respective foreign subsidiaries. Of these loss carryforwards approximately $17,300 have no expiration date. The remaining loss carryforwards expire at various dates in the future. A reconciliation of the U.S. federal statutory tax rate to the actual consolidated tax expense is as follows: --------------------------------------------------------------- 1995 1994 1993 --------------------------------------------------------------- Statutory tax rate ..... $ 94,776 35.0% $ 73,825 35.0% $ 67,517 35.0% State income taxes, net of federal tax benefit ................ 8,560 3.2 7,087 3.3 7,039 3.6 Goodwill ............... 3,556 1.3 3,777 1.8 1,694 .9 Company-owned life insurance ......... (10,024) (3.7) (5,091) (2.4) (1,570) (.8) Adjustment of prior years' accrual ......... 6,266 2.3 Other, net ............. 3,506 1.3 2,902 1.4 520 .3 --------------------------------------------------------------- Total taxes ......... $ 106,640 39.4% $ 82,500 39.1% $ 75,200 39.0% =============================================================== The Internal Revenue Service has examined the Company's federal income tax returns for all years through 1992, and the years have been closed through 1989. The Company believes that it has made adequate provision for income taxes that may become payable with respect to open years. 19 43 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company (Dollars and shares in thousands except per share data) Undistributed earnings of international subsidiaries totaled $49,192 at December 31, 1995. There have been no U.S. income taxes provided on the undistributed earnings since the Company considers these 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 taxes due. 15. COMMITMENTS AND CONTINGENCIES ................................................................................ The Company is a party to various legal proceedings incidental to its business and is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. As is the case with other companies in similar industries, the Company faces exposure from actual or potential claims and legal proceedings. In 1994, a suit was filed against the Company in the U.S. District Court for the District of Massachusetts for alleged patent infringement involving grocery bag packs. The suit also seeks to have a patent involving plastic bag loading systems owned by the Company declared invalid. The Company believes this lawsuit is without merit. The Company is vigorously defending its position and expects to prevail. The Company has been named as a potentially responsible party at several environmentally contaminated sites, primarily located in the Northeast, owned by third parties. These sites represent the Company's largest potential environmental liabilities. The Company has $4,400 accrued for these contingencies as of December 31, 1995 and 1994. Due to the complexity of determining clean-up costs associated with the sites, a reliable estimate of the ultimate cost to the Company cannot be determined. Further, all of the sites are also the responsibility of other parties. The Company's liability, if any, is shared with such other parties, but the Company's share has not been finally determined in most cases. In some cases, the Company has cost sharing agreements with other potentially responsible parties with respect to a particular site. Such agreements relate to the sharing of legal defense costs or clean-up costs, or both. The Company has assumed, for purposes of estimating amounts to be accrued, that the other parties to such cost sharing agreements will perform as agreed. It appears that final resolution of some of the sites is years away. Accordingly, a reliable estimate of the ultimate cost to the Company with respect to such sites cannot be determined. However, costs will be accrued as necessary once reasonable estimates are determined. 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. 16. INTERNATIONAL OPERATIONS ................................................................................ The operating profit, net assets and dividends received by the Company from operations outside the United States are as follows: --------------------- 1995 1994 --------------------- Operating profit ................... $ 41,984 $ 15,675 Net assets ......................... 299,792 245,423 Dividends .......................... 581 502 The aggregate foreign currency transaction gain/loss recognized in net income was immaterial for 1995, 1994 and 1993. Information regarding the Company's significant foreign geographic area in Europe is as follows: ------------------------------ 1995 1994 1993 ------------------------------ Sales to unaffiliated customers................ $276,029 $184,247 $180,044 Operating profit (loss)..... 8,446 (2,085) (890) Total assets................ 296,325 258,463 171,073 17.SHAREHOLDERS' EQUITY ................................................................................ On April 19, 1995, the Board of Directors declared a five percent stock dividend issued on June 9, 1995. All references in the accompanying Consolidated Financial Statements to numbers of common shares and per share data have been restated to give retroactive effect to the stock dividend. In 1993, the Company issued 3,450,000 shares of $2.25 Series A Cumulative Convertible Preferred Stock for $172,500, or $50 per share. These securities are convertible into the Company's common stock at a price of $24.11 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, which are paid quarterly, accrue and are cumulative from the date of original issuance. 20 44 Notes to Consolidated Financial Statements Sonoco Products Company 18. 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) appearing on pages 26-31. ------------------------------------------------------------------------ CONVERTED (Dollars in thousands) PRODUCTS PAPER INTERNATIONAL CORPORATE CONSOLIDATED ------------------------------------------------------------------------ Total Revenue 1995............................ $1,994,535 $ 445,072 $ 574,890 $ 3,014,497 1994............................ 1,771,441 330,982 438,383 2,540,806 1993............................ 1,466,486 278,904 406,914 2,152,304 Intersegment Sales(1) 1995............................ $ 32,375 $ 267,401 $ 8,548 $ 308,324 1994............................ 29,970 203,569 7,140 240,679 1993............................ 28,615 173,640 2,825 205,080 Sales to Unaffiliated Customers 1995............................ $1,962,160 $ 177,671 $ 566,342 $ 2,706,173 1994............................ 1,741,471 127,413 431,243 2,300,127 1993........................... 1,437,871 105,264 404,089 1,947,224 Operating Profit(2) 1995............................ $ 215,553 $ 87,455 $ 41,984 $ (74,202) $ 270,790 1994............................ 188,517 64,495 15,675 (57,757) 210,930 1993............................ 157,426 57,867 11,923 (34,309) 192,907 Identifiable Assets(3) 1995............................ $1,150,146 $ 193,739 $ 492,916 $ 278,612 $ 2,115,413 1994............................ 1,056,341 157,408 405,604 215,700 1,835,053 1993............................ 1,018,056 140,406 349,144 199,519 1,707,125 Depreciation, Depletion and Amortization 1995............................ $ 76,767 $ 15,876 $ 27,857 $ 5,336 $ 125,836 1994............................ 69,076 14,471 23,161 6,089 112,797 1993............................ 51,360 12,974 26,135 5,276 95,745 Capital Expenditures 1995............................ $ 86,514 $ 37,402 $ 45,044 $ 12,472 $ 181,432 1994............................ 77,275 18,874 27,727 2,870 126,746 1993............................ 46,969 20,450 41,209 6,968 115,596 (1) Intersegment sales are recorded at a market-related transfer price. (2) Interest income, interest expense and unallocated corporate expenses are excluded from the operating profits by segment and are shown under Corporate. In addition, 1993 Corporate operating profit includes $5,800 for unusual items, as described in Note 3 to the Consolidated Financial Statements. (3) Identifiable assets are those assets used by each segment in its operations. Corporate assets consist primarily of cash and cash equivalents, investments in affiliates, headquarters facilities and prepaid expenses. 21 45 Reports to Consolidated Financial Statements Report of Management The management of Sonoco Products Company is responsible for the integrity and objectivity of the financial statements and other financial information included in this annual report. These statements have been prepared in conformity with generally accepted accounting principles. Sonoco's accounting systems are supported by internal control systems augmented by written policies, internal audits and the selection and training of qualified personnel. The Board of Directors, through its Audit Committee, consisting of outside directors, is responsible for reviewing and monitoring the Company's financial reporting and accounting practices. This committee meets periodically with management, the internal auditors and the independent accountants to assure each is carrying out its responsibilities. Coopers & Lybrand L.L.P., independent certified public accountants, have audited the financial statements, and their report is herein. F. Trent Hill, Jr. - ------------------ F. Trent Hill, Jr. Vice President and Chief Financial Officer Report of Independent Certified Public Accountants TO THE SHAREHOLDERS AND DIRECTORS OF SONOCO PRODUCTS COMPANY: We have audited the accompanying consolidated balance sheets of Sonoco Products Company as of December 31, 1995 and 1994, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Sonoco Products Company as of December 31, 1995 and 1994, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. - ------------------------ COOPERS & LYBRAND L.L.P. Charlotte, North Carolina January 31, 1996 22 46 Board of Directors: [PHOTO] [PHOTO] [PHOTO] Leo Benatar Charles J. Bradshaw Robert J. Brown LEO BENATAR, 66, Chairman - Sonoco Engraph, Atlanta, Ga., 1995 - 1996 and Senior Vice President, Sonoco Products Company 1993 - 1996. Served on Board since 1993. - - - CHARLES J. BRADSHAW, 59, President and Director, Bradshaw Investments, Inc. (private investments), Georgetown, S.C., since 1986. Served on Board since 1986. Member of the Executive Compensation Committee. - - - ROBERT J. BROWN, 61, Founder, Chairman and President of B & C Associates (a public relations and marketing research firm), High Point, N.C., since 1973. Served on Board since 1993. Member of the Audit Committee and the Finance Committee. - - - [PHOTO] Peter C. Browning PETER C. BROWNING, 54, President and Chief Operating Officer since 1996. Served on Board since April 1995. - - - [PHOTO] Charles W. Coker CHARLES W. COKER, 62, Chairman and Chief Executive Officer since 1990. Served on Board since 1962. - - - [PHOTO] Fitz L. H. Coker FITZ L. H. COKER, 60, Retired, formerly Senior Vice President, 1976 - 1979. Served on Board since 1964. Member of the Finance Committee and the Nominating Committee. - - - [PHOTO] James L. Coker JAMES L. COKER, 55, President, JLC Enterprises (private investments), Stonington, Conn., since 1979. Served on Board since 1969. Member of the Nominating Committee and the Finance Committee. - - - [PHOTO] Thomas C. Coxe, III THOMAS C. COXE, III, 65, Retired, formerly Senior Executive Vice President 1993-1996. Served on Board since 1982. - - - [PHOTO] Alan T. Dickson ALAN T. DICKSON, 64, Chairman, Ruddick Corporation (a diversified holding company), Charlotte, N.C., since February 1994. Formerly President and Director, Ruddick Corporation, since 1968. Served on Board since 1981. Member of the Executive Compensation Committee, the Finance Committee and the Audit Committee. - - - [PHOTO] Robert E. Elberson ROBERT E. ELBERSON, 67, Retired, formerly Vice Chairman and Director, Sara Lee Corporation, Chicago, Ill., 1986 - 1989. Served on Board since 1985. Member of the Executive Compensation Committee and the Nominating Committee. - - - [PHOTO] James C. Fort JAMES C. FORT, 69, Retired, formerly Senior Vice President, 1979 - 1987. President and Director of the Trust Company of South Carolina, Inc. (insurance brokers), Hartsville, S.C., since 1987. Served on Board since 1969. Member of the Audit Committee and the Nominating Committee. - - - [PHOTO] Paul Fulton PAUL FULTON, 61, Dean, The Kenan-Flagler Business School, The University of N.C., Chapel Hill, N.C., since 1993. Formerly President and Director of Sara Lee Corporation. Served on Board since 1989. Member of the Finance Committee and the Executive Compensation Committee. - - - [PHOTO] Bernard L. M. Kasriel BERNARD L. M. KASRIEL, 49, Vice Chairman and COO of Lafarge (a construction materials group), Paris, France. Served on Board since April 1995. Member of the Audit Committee and Executive Compensation Committee. - - - [PHOTO] Russell C. King, Jr. RUSSELL C. KING, JR., 61, Retired, formerly President and Chief Operating Officer 1990 - 1994. Served on Board since 1991. Member of the Audit Committee and the Finance Committee. - - - [PHOTO] Edgar H. Lawton, Jr. EDGAR H. LAWTON, JR., 66, President and Director, Hartsville Oil Mill (a vegetable oil processor), Darlington, S.C., since 1962. Served on Board since 1968. Member of the Nominating Committee and the Executive Compensation Committee. - - - HUGH L. MCCOLL, JR., 60, Chief Executive Officer, NationsBank Corporation, Charlotte, N.C., since 1983. Served on Board since 1972. Member of the Finance Committee and the Nominating Committee. [PHOTO] [PHOTO] [PHOTO] Hugh L. McColl, Jr. E. Craig Wall, Jr. Dona Davis Young - - - E. CRAIG WALL, JR., 58, President and Director, Canal Industries (a forest products firm), Conway, S.C., since 1969. Served on Board since 1976. Member of the Audit Committee and the Finance Committee. - - - DONA DAVIS YOUNG, 42, Executive Vice President, Individual Insurance and General Counsel of Phoenix Home Life Mutual Insurance Company since 1995. Served on Board since October 1995. Member of the Executive Compensation Committee and the Audit Committee. 23 47 Executive Officers: CHARLES W. COKER, 62, Chairman of the Board and Chief Executive Officer since 1990. Previously President and Chief Executive Officer 1976 - 1990; President 1970 - 1976; Executive Vice President 1966-1970. Began full-time employment with Sonoco in 1958. - - - PETER C. BROWNING, 54, President and Chief Operating Officer since February 1996. Previously Executive Vice President - Global Industrial Products & Paper Divisions 1993 - 1996; Chairman & Chief Executive Officer - National Gypsum Company 1990 - 1993. Joined Sonoco in 1993. - - - THOMAS C. COXE, III, 65, Senior Executive Vice President since 1993. Previously Executive Vice President 1985 - 1993; Senior Vice President 1979 - 1983; Senior Vice President - Corporate Development 1977-1979; Vice President - Corporate Development 1977. Joined Sonoco in 1970. Retired February 1996. - - - LEO BENATAR, 66, Senior Vice President since 1993 and Chairman of Sonoco Engraph since 1995. Previously Chairman and CEO of Engraph, Inc. 1981 - 1993; President - Mead Packaging 1972 - 1981. Began working with The Mead Corporation in 1954. Joined Sonoco with the Engraph acquisition in 1993. Retirement announced for Spring 1996. - - - [PHOTO] Bernard W. Campbell BERNARD W. CAMPBELL, 46, Vice President - Information Services since February 1996. Previously Staff Vice President - Information Services 1991 - 1996; Director - Corporate Information Services 1990 - 1991; Director - Software Support 1988. Joined Sonoco in 1988. - - - [PHOTO] Allan V. Cecil ALLAN V. CECIL, 54, Vice President, Investor Relations and Corporate Communications since 1996. Prior to Sonoco was with National Gypsum Company and Mesa Petroleum Company. Joined Sonoco in January 1996. - - - [PHOTO] C. William Claypool C. WILLIAM CLAYPOOL, 60, Vice President - Paper Division since 1987. Previously Division Vice President, General Manager - Paper 1986 - 1987; Division Vice President 1980 - 1986; Regional General Manager 1977 - 1980. Joined Sonoco in 1977. - - - [PHOTO] Peter C. Coggeshall, Jr. PETER C. COGGESHALL, JR., 52, Vice President - Administration since 1991. Previously Group Vice President-Global Paper - 1990 - 1991; Vice President-Industrial Products Division - 1986 - 1990; Vice President-Paper Division - 1978 - 1986; Division Vice President/General Manager - Paper Division 1977 - 1978; Division Vice President Operations - General Products Division 1977. Joined Sonoco in 1969. - - - [PHOTO] Harris E. Delolach, Jr. HARRIS E. DELOACH, JR., 51, Executive Vice President since February 1996. Previously Group Vice President 1993 - 1996; Vice President - Film, Plastics & Special Products 1993; Vice President - High Density Film Products Division 1989 - 1993; Vice President Administration & General Counsel 1985 - 1989. Joined Sonoco in 1985. - - - [PHOTO] Cynthia A. Hartley CYNTHIA A. HARTLEY, 47, Vice President - Human Resources since 1995. Previously Vice President - Human Resources with National Gypsum Company, Dames & Moore and previous experience with Continental Can Corp. Joined Sonoco in 1995. - - - [PHOTO] F. Trent Hill, Jr. F. TRENT HILL, JR., 43, Vice President and Chief Financial Officer since 1995. Previously Vice President - Finance 1994 - 1995; Vice President - Industrial Products North America 1990 - 1994; Vice President - Finance 1987-1989; Vice President - Corporate Controller 1982 - 1987; Staff Vice President Corporate Controller 1981 - 1982; Director of Audit & Taxes 1979 - 1981; Internal Audit Manager 1979. Prior to joining Sonoco in 1979 he worked with Coopers & Lybrand. - - - [PHOTO] Ronald E. Holley RONALD E. HOLLEY, 53, Vice President - High Density Film Products since 1993. Previously Vice President - Total Quality Management 1990 - 1993; Vice President - - Industrial Products Division 1987 - 1990; Division Vice President - Industrial Products Division 1985 - 1987; Division Vice President Consumer Products Division 1983. Joined Sonoco in 1964. - - - [PHOTO] Charles J. Hupfer CHARLES J. HUPFER, 49, Vice President, Treasurer and Corporate Secretary since 1995. Previously Treasurer 1988 - 1995; Director of Tax and Audit 1985 - 1988; Director - International Finance & Accounting 1980 - 1985; Manager of Corporate Accounting 1978 - 1980; Manager of Financial Reporting 1975 - 1978. Prior to joining Sonoco in 1975 he worked with Coopers & Lybrand. - - - [PHOTO] J. Randy Kelley J. RANDY KELLEY, 41, Vice President Industrial Products Division - North America since 1994. Previously Division Vice President Industrial Container 1991 - 1993; Area Manufacturing Manager - Consumer Products Division 1988 - 1990; Manager - Special Projects 1986 - 1987; Plant Manager - Consumer Products Division, Naperville, Ill., 1984 - 1986. Joined Sonoco in 1978. - - - [PHOTO] Raymond L. McGowan, Jr. RAYMOND L. MCGOWAN, JR., 44, Vice President - Consumer Products Division, U.S. and Canada since February 1996. Previously Division Vice President & General Manager - Consumer Products Division, U.S. and Canada 1994 - 1996; Division Vice President - Sales, Marketing & Technology - Consumer Products Division 1987 - 1992; Division Sales Manager - Consumer Products Division 1987; Division Marketing Manager 1985. Prior to joining Sonoco in 1983 worked with Container Corporation of America. - - - [PHOTO] Harry J. Moran HARRY J. MORAN, 63, Executive Vice President since February 1996. Previously Group Vice President - Consumer Packaging Group 1993 - 1996; Vice President & General Manager - Consumer Packaging 1990 - 1993; Division Vice President & General Manager - Consumer Products Division 1985 - 1990; Division Vice President - Consumer Products Division 1983 - 1984. Prior to joining Sonoco in 1983 he worked with Container Corporation of America. - - - [PHOTO] Earl P. Norman, Jr. EARL P. NORMAN, JR., 59, Vice President - Technology since 1989. Previously Staff Vice President - Business Development & Technology 1985 - 1986; Director - Business Development & Technology 1985. Prior to joining Sonoco in 1969 worked with Reynolds Metals Company. - - - [PHOTO] Maurice M. Richardson MAURICE M. RICHARDSON, 61, Vice President of Sonoco and President of Sonoco Engraph since February 1996. Previously Chief Executive Officer - Sonoco Engraph's label, screen printing and paperboard carton businesses 1995 - 1996; President, Chief Operating Officer of Engraph 1994 - 1995; Executive Vice President, Chief Operating Officer 1992 - 1994; Group Vice President 1983 - 1992. Prior to working with Engraph was with Mead Packaging. Joined Sonoco with the Engraph acquisition in 1993. 24 48 Division and Staff Officers/Subsidiary and Affiliate Officers JIM C. BOWEN, 45, Vice President - Manufacturing North America, Paper Division since 1994. Previously Director of Manufacturing North America, Paper Division 1993 - 1994. Northeast Regional Manufacturing Manager 1988 - 1993. Production Manager - Hartsville Cylinder Mill 1983 - 1988. Joined Sonoco in 1972. - - - GARY A. CRUTCHFIELD, 46, Division Vice President - Industrial Container Division since 1994. Previously Division Vice President - Special Products 1989 - 1990; General Manager - Retail & Industrial Film - High Density Film Division 1988 - 1989; Assistant to Senior Vice President 1987 - 1988; General Manager - Baker Reels Division 1985 - 1987; Area Manufacturing Manager - Consumer Products Division 1985. Joined Sonoco in 1974. - - - BASIL H. FORD, 51, Staff Vice President since 1995. Previously Vice President with Engraph. Joined Sonoco with the Engraph acquisition in 1993. - - - LARRY O. GANTT, 58, Division Vice President - Global Operations - Consumer Packaging since 1994. Previously Division Vice President Manufacturing - Consumer Products Division 1987 - 1994; Division Operations Manager - Consumer Packaging 1985 - 1987; Manufacturing Manager - Consumer Packaging 1980 - 1985; Regional and Area Manager - Consumer Packaging 1973 - 1980; Plant Manager - Consumer Packaging 1967 - 1973. Joined Sonoco in 1963. - - - DONALD M. GORE, 46, Division Vice President - Textiles and Specialty - Industrial Products Division North America since 1994. Previously Vice President - Sales for Industrial Products Division North America 1987 - 1991; Director - Sales & Marketing 1983 - 1987; Director - Marketing 1972 - 1983; Sales Representative 1972. Joined Sonoco in 1972. - - - JOHN D. HORTON, 53, Division Vice President - Sales & Marketing - High Density Film Products since 1988. Previously Sales & Marketing Manager - Polysack 1987 - 1988; National Sales Manager - Consumer Products Division 1978 - 1987; R&D Manager - Consumer Products Division 1977 - 1978; R&D Project Leader 1975 - 1977; Plant Manager - Consumer Products Division - Alpha, Ohio, facility 1974 - 1975; Account Representative - Consumer Products Division 1974. Joined Sonoco in 1972. - - - KEVIN P. MAHONEY, 40, Staff Vice President - Corporate Planning since February 1996. Previously Director of Corporate Planning 1993 - 1996; Manager of Financial Planning 1989 - 1993. Prior to joining Sonoco in 1987 he worked with Arthur Andersen. - - - JOHN MIKULA, 54, Division Vice President, Marketing/Customer Service - Industrial Container Division since October 1994. Previously Manager - Strategic Planning and New Business Development 1992 - 1994; General Manager Sonoco Plastic Drum 1986 - 1992. Prior to joining Sonoco in 1986 he worked with Pepsi and Continental Fibre Drum. - - - MARC W. NATHAN, 43, Staff Vice President - Compensation and Benefits since 1994. Previously Director - Compensation and Benefits 1990 - 1994. Prior to joining Sonoco in 1990 worked with Ryder System, Inc. and Sirota & Alper Associates. - - - JOHN L. NEWSOME, JR., 49, Division Vice President - Paper Mill Core & Film Core Business Units - Industrial Products since 1994. Previously Division Vice President - Operations North America - Industrial Products Division 1992 - 1994; Vice President - Operations - Paper Division 1987 - 1992; Division Vice President 1984 - 1987; Production Manager - Hartsville Cylinder Mill 1976. Joined Sonoco in 1969. - - - CHARLES F. PATERNO, 39, Division Vice President, Industrial Products/Paper-Europe since 1996. Previously President-Sonoco Limited 1994 - 1995; General Manager, Specialty Business Unit - IPD 1991 - 1994; General Manager - Western Region IPD 1989 - 1991; Sales Manager - Northwest IPD 1987 - 1989; Plant Manager - Vancouver, Wash. - IPD 1985 - 1987; Plant Manager - Camden, Ark. 1984 - 1985. Joined Sonoco in 1983. - - - FRANK J. POPELARS, 54, Staff Vice President, Corporate Controller since 1993. Previously served as Director Administration & Control, Consumer Packaging Group 1989 - 1993; Assistant Controller, Consumer Products Group 1987 - 1989; Division Manager, Accounting/MIS 1986 - 1987. Prior to joining Sonoco in 1983 worked with Container Corporation of America. - - - CHARLES W. REID, 57, Division Vice President and General Manager - Baker Division since 1988. Worked with Baker Reels during and prior to Sonoco's 1980 acquisition. Rejoined Sonoco in 1988. - - - J. C. RHODES, 57, Division Vice President - Operations Support since 1991. Previously Division Vice President - Industrial Products Division 1980 - 1991; General Manager of the Midwest Region Industrial Products Division 1978 - 1980; Plant Manager - Industrial Products - Akron, Ind., plant 1973-1978. Joined Sonoco in 1961. - - - JUAN ROMAN, 54, Vice President IPD/Paper South America since 1993; General Manager, Colombia, 1984 - 1992. Joined Sonoco in 1984. Previously with International Paper, W.R. Grace and Fabricato Colombia. - - - JAMES H. SHELLEY, 52, Staff Vice President - Employee Relations & Labor Counsel since 1980. Previously Director of Industrial Relations & Personnel 1974 - 1980; Director, Industrial Relations 1974. Joined Sonoco in 1965. - - - EDDIE L. SMITH, 44, Division Vice President - Consumer Products, Europe since 1994. Prior to joining Sonoco, he was Managing Director, CMB/Sonoco 1989 - 1993. He also held the positions of General Manager and Sales and Marketing Manager with CarnaudMetalbox. - - - KARL SVENDSEN, 54, Division Vice President, Operating Resources - Industrial Container Division since October 1994. Previously General Manufacturing Manager 1981 - 1994; Plant Manager 1981. Prior to joining Sonoco in 1970 worked with General Dynamics. - - - DAVID THORNELY, 51, Managing Director - Sonoco Australasia since 1994. Previously General Manager - Sonoco Australia 1991 - 1994. Prior to joining Sonoco was Managing Director, Bunzl Industries Ltd., Australia. - - - Subsidiary and Affiliate Officers CRELLIN INTERNATIONAL MICHAEL DRANICHAK, 61, President & CEO - Crellin International since 1989. Previously President - Crellin, Inc. 1984 - 1989; Assistant to the President, Vice President and President of Crellin Plastics (Albany International) 1969 - 1983; Service Engineer, Designer and Department Manager of several different production departments 1959 - 1969. Joined Sonoco with the Crellin acquisition in 1993. - - - PAPER STOCK DEALERS, INC. J. BLAKE BOYD, 43, President-Paper Stock Dealers, Inc. since 1989. Previously Manager - Paper Stock Procurement 1980 - 1989; Eastern Regional Manager - Paper Stock Procurement 1976 - 1979. Joined Sonoco in 1976. - - - PAPETERIES DU RHIN PIERRE LHOMME, 73, President-Papeteries Du Rhin since 1986. Previously Chairman of Lhomme S.A. 1965 - 1990; President of the French Cardboard Federation 1974 - 1980; President of the Chamber of Commerce in Sens 1985 - 1989. Joined Sonoco in 1990 when Lhomme S.A. was purchased by Sonoco. - - - SHOWA MARUTSUTSU ISAO SATO, 64, Chairman of Showa Marutsutsu Company, Ltd. and Showa Products Company Ltd. since July 1995 and October 1995, respectively. President of Showa Products and Showa Marutsutsu since 1964 and 1966, respectively. Joined Showa Marutsutsu in 1954. - - - JUN SATO, 35, President of Showa Marutsutsu and Showa Products since July 1995 and October 1995, respectively. Director of Showa Marutsutsu since 1991. Joined Showa Marutsutsu in 1986. - - - SONOCO ASIA PERRY D. SMITH, 45, Managing Director - Sonoco Asia, L.L.C. since 1994. Previously Director, Business Development - Asia Pacific 1992 - 1994; Director, Marketing - International Division (Asia) 1988 - 1992. Prior to joining Sonoco in 1988 worked with LTV Aerospace and Defense. - - - SONOCO ENGRAPH MAURICE M. RICHARDSON, 61, President of Sonoco Engraph since 1994. - - - WILLIAM J. BIEDENHARN, 43, President, General Manager-Labels, Sonoco Engraph since 1996. Previously Division Vice President - Industrial Products & Paper Europe 1993 - 1995; Division Vice President - Global Marketing Industrial Products Division 1989 - 1993; Consumer Products Division Marketing Manager 1985-1989. Prior to joining Sonoco in 1985 he worked with Owens-Illinois. - - - SONOCO LIMITED RODGER D. FULLER, 34, President - Sonoco Limited since February 1996. Previously Manager of Manufacturing - Consumer Products Division 1994 - 1996; Area Manufacturing Manager 1991 - 1994; Plant Manager 1989 - 1990; miscellaneous manufacturing and administrative positions since joining Sonoco in 1985. 25 Shareholder Information Corporate Offices North Second Street Hartsville, SC 29550 (803) 383-7000 Fax: (803) 383-7008 Independent Accountants Coopers & Lybrand L.L.P. NationsBank Corporate Center 100 North Tryon Street, #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 Services Sonoco Products Company Treasurer-B01 P.O. Box 160 Hartsville, SC 29551-0160 (803) 383-7277 Investor Relations and Corporate Communications Sonoco Products Company Corporate Communications-A09 P.O. Box 160 Hartsville, SC 29551-0160 (803) 383-7437 Fax: (803) 383-7008 Internet: http://www.sonoco.com Sonoco News Release Copies of the Company's recent news releases are available at no charge via fax by calling "Company News On-Call" at 1-800-758-5804, Sonoco code #805487. This program is a service of PR NewsWire. Annual Meeting of Sonoco Shareholders The annual meeting of shareholders will be held at the Center Theater on Fifth Street in Hartsville, S.C., at 11 a.m., Wednesday, April 17, 1996. Sonoco Shares Sonoco common (symbol:SON) and preferred (symbol:SONprA) stock is traded on the New York Stock Exchange. [LOGO] Form 10-K Available A copy of the Company's annual report on Form 10-K filed with the Securities and Exchange Commission may be obtained by shareholders without charge after April 1, 1996, by writing to: Sonoco Products Company Corporate Communications - A09 P.O. Box 160 Hartsville, SC 29551-0160 Dividend Reinvestment A dividend reinvestment plan is available to record 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 Shareholders 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. [GRAPH] CASH DIVIDENDS DECLARED - COMMON (millions $) The Sonoco quarterly dividend was increased from $.13 to $.15 per share beginning in the second quarter of 1995. Dividends are increased as earnings justify. [GRAPH] MARKET VS. BOOK VALUE PER COMMON SHARE ($) The market price of the Company's stock increased 26% to $26.25 per share at the end of 1995. The book value per common share increased to $8.19 in 1995, compared with $7.23 in 1994. Prior years' data restated to reflect the 5% stock dividend in June 1995. [GRAPH] LONG-TERM DEBT (millions $) Long-term debt increased $103.9 million to $591.9 million in 1995, primarily to fund acquisitions and internal expansion.