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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

 
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the Fiscal Year Ended December 31, 2010
or
 
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from              to            
Commission File No. 0-516

SONOCO PRODUCTS COMPANY

 
 	 	 	
Incorporated under the laws
of South Carolina	 	I.R.S. Employer Identification
No. 57-0248420	
1 N. Second St.
Hartsville, SC 29550
Telephone: 843/383-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Name of exchange on which registered	
No par value common stock	 	New York Stock Exchange, Inc.	
Securities registered pursuant to Section 12(g) of the Act:     None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     
Yes    x     No   ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes  ¨    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted to its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).     Yes   x     No   ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	 	Accelerated filer  ¨	 	Non-accelerated filer  ¨	 	Smaller reporting company  ¨	
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  x
The aggregate market value of voting common stock held by nonaffiliates of the registrant (based on the New York Stock Exchange closing price) on June 27, 2010, which was the last business day of the registrant’s most recently completed second fiscal quarter, was $3,009,037,418. Registrant does not (and did not at June 27, 2010) have any non-voting common stock outstanding.
As of February 17, 2011, there were 100,283,696 shares of no par value common stock outstanding.
Documents Incorporated by Reference
Portions of the Proxy Statement for the annual meeting of shareholders to be held on April 20, 2011, which statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates, are incorporated by reference in Part III.

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Table of Contents

Part I	  	 	  	 	 	 	
Item 1.	  	Business	  	 	4	  	
Item 1A.	  	Risk Factors	  	 	9	  	
Item 1B.	  	Unresolved Staff Comments	  	 	10	  	
Item 2.	  	Properties	  	 	10	  	
Item 3.	  	Legal Proceedings	  	 	10	  	
Item 4.	  	(Removed and Reserved)	  	 	13	  	
 	 	 	
Part II	  	 	  	 	 	 	
Item 5.	  	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	  	 	14	  	
Item 6.	  	Selected Financial Data	  	 	15	  	
Item 7.	  	Management’s Discussion and Analysis of Financial Condition and Results of Operations	  	 	16	  	
Item 7A.	  	Quantitative and Qualitative Disclosures about Market Risk	  	 	31	  	
Item 8.	  	Financial Statements and Supplementary Data	  	 	31	  	
Item 9.	  	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	  	 	32	  	
Item 9A.	  	Controls and Procedures	  	 	32	  	
Item 9B.	  	Other Information	  	 	32	  	
 	 	 	
Part III	  	 	  	 	 	 	
Item 10.	  	Directors, Executive Officers and Corporate Governance	  	 	33	  	
Item 11.	  	Executive Compensation	  	 	33	  	
Item 12.	  	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	  	 	33	  	
Item 13.	  	Certain Relationships and Related Transactions, and Director Independence	  	 	34	  	
Item 14.	  	Principal Accountant Fees and Services	  	 	34	  	
 	 	 	
Part IV	  	 	  	 	 	 	
Item 15.	  	Exhibits and Financial Statement Schedules	  	 	35	  	

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Sonoco Products Company
 
Forward-looking Statements
Statements included in this Annual Report on Form 10-K that are not historical in nature, are intended to be, and are hereby identified as “forward-looking statements” for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended. The words “estimate,” “project,” “intend,” “expect,” “believe,” “consider,” “plan,” “strategy,” “opportunity,” “target,” “anticipate,” “objective,” “goal,” “guidance,” “outlook,” “forecasts,” “future,” “will,” “would,” and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding offsetting high raw material costs; improved productivity and cost containment; adequacy of income tax provisions; refinancing of debt; adequacy of cash flows; anticipated amounts and uses of cash flows; effects of acquisitions and dispositions; adequacy of provisions for environmental liabilities; financial strategies and the results expected from them; sales growth; continued payments of dividends; stock repurchases; producing improvements in earnings; financial results for future periods; and creation of long-term value for shareholders. Such forward-looking statements are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management. Such information includes, without limitation, discussions as to guidance and other estimates, expectations, beliefs, plans, strategies and objectives concerning our future financial and operating performance. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially from those expressed or forecasted in such forward-looking statements. The risks and uncertainties include, without limitation:
Ÿ  availability and pricing of raw materials;
Ÿ  success of new product development and introduction;
Ÿ  ability to maintain or increase productivity levels and contain or reduce costs;
Ÿ  international, national and local economic and market conditions;
Ÿ  availability of credit to us, our customers and/or suppliers in needed amounts and/or on reasonable terms;
Ÿ   fluctuations in obligations and earnings of pension and postretirement benefit plans;
Ÿ  pricing pressures, demand for products, and ability to maintain market share;
Ÿ  continued strength of our paperboard-based tubes and cores and composite can operations;
Ÿ  anticipated results of restructuring activities;
Ÿ  resolution of income tax contingencies;
Ÿ  ability to successfully integrate newly acquired businesses into the Company’s operations;
Ÿ  ability to win new business and/or identify and successfully close suitable acquisitions at the levels needed to meet growth targets;
Ÿ  rate of growth in foreign markets;
Ÿ  foreign currency, interest rate and commodity price risk, and the effectiveness of related hedges;
Ÿ  actions of government agencies and changes in laws and regulations affecting the Company;
Ÿ  liability for and anticipated costs of environmental remediation actions;
Ÿ  loss of consumer or investor confidence; and
Ÿ  economic disruptions resulting from terrorist activities.
The Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Annual Report on Form 10-K might not occur.
References to our Web Site Address
References to our Web site address and domain names throughout this Annual Report on Form 10-K are for informational purposes only, or to fulfill specific disclosure requirements of the Securities and Exchange Commission’s rules or the New York Stock Exchange Listing Standards. These references are not intended to, and do not, incorporate the contents of our Web sites by reference into this Annual Report on Form 10-K.

FORM 10-K             Sonoco 2010 Annual Report	 	 	3	  	

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Part I
 
Item 1. Business
(A) General development of business –
The Company is a South Carolina corporation founded in Hartsville, South Carolina, in 1899 as the Southern Novelty Company. The name was subsequently changed to Sonoco Products Company (the “Company” or “Sonoco”). Sonoco is a manufacturer of industrial and consumer packaging products and a provider of packaging services, with 315 locations in 34 countries.
Information about the Company’s acquisitions, dispositions, joint ventures and restructuring activities is provided in Notes 3 and 4 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
(B) Financial information about segments –
Information about the Company’s reportable segments is provided in Note 16 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
(C) Narrative description of business –
Products and Services – The following discussion outlines the principal products produced and services provided by the Company.
Consumer Packaging
The Consumer Packaging segment accounted for approximately 41%, 43% and 38% of the Company’s consolidated net sales in 2010, 2009 and 2008, respectively. The operations in this segment consist of 66 plants throughout the world. The products, services and markets of the Consumer Packaging segment are as follows:

Rigid Packaging –Paper	  	 	
Products and Services	  	Markets	
Round and shaped composite paperboard cans, single-wrap paperboard packages, fiber cartridges	  	Food: Powdered beverages and infant formulas, coffee, cereal, snacks, nuts, cookies and crackers, confectionery, refrigerated dough, frozen concentrates, spices/seasonings, nutritional supplements, pet foods
 
Nonfood: Adhesives, caulks, cleansers, household chemicals, lawn and garden, automotive, pet products	
Rigid Packaging – Blow Molded Plastics	
Products and Services	  	Markets	
Monolayer and multilayer bottles and jars	  	Food: Noncarbonated, high-barrier beverages/ready-to-drink products, coffee, powdered beverages, condiments
 
Nonfood: Health and beauty, household chemicals, automotive, adhesives and specialty products	
 	 	 	
Rigid Packaging – Thermoformed Plastic	
Products and Services	  	Markets	
Monolayer, coated and barrier and non-barrier laminated tubs, cups, spools, consumer and institutional trays	  	Processed, frozen, chilled and ready-to-eat foods, sauces and dips, pet foods, snacks and nuts, fresh-cut produce, desserts, food services	
Ends and Closures	
Products and Services	  	Markets	
Aluminum, steel and peelable membrane easy-open closures for composite, metal and plastic containers	  	Powdered beverages and infant formulas, coffee, cereal, snacks, nuts, cookies and crackers, confectionery, refrigerated dough, frozen concentrates, spices/ seasonings, nutritional supplements, pet foods, vegetables, fruit, seafood, poultry, soup and pasta, dairy	
Printed Flexible Packaging	  	 	
Products and Services	  	Markets	
Flexible packaging made from thin-gauge, value-added rotogravure, flexographic and combination printed film, including performance laminations, rotogravure cylinder engraving, global brand artwork management	  	Confectionery and gum, hardbaked goods, coffee, processed foods, beverages, snack foods, pet foods, home and personal care	
Sonoco’s rigid packaging – paper-based products are the Company’s second largest revenue-producing group of products and services, representing approximately 21%, 23% and 20% of consolidated net sales in 2010, 2009 and 2008, respectively.
Tubes and Cores/Paper
The Tubes and Cores/Paper segment accounted for approximately 40%, 37% and 41% of the Company’s consolidated net sales in 2010, 2009 and 2008, respectively. This segment serves its markets through 161 plants on five continents. Sonoco’s paper operations provide the primary raw material for the Company’s fiber-based packaging. Sonoco uses approximately 55% of the paper it manufactures, and the remainder is sold to third parties. This vertical integration strategy is supported by 21 paper mills with 31 paper machines and 49 recycling facilities throughout the world. In 2010, Sonoco had the capacity to manufacture approximately 1.8 million tons of recycled paperboard. The products, services and markets of the Tubes and Cores/Paper segment are as follows:

Tubes and Cores	  	 	
Products and Services	  	Markets	
Paperboard tubes, cores, roll packaging, molded plugs, pallets, pallet components, concrete forms, void forms, rotary die boards	  	Construction, film, flowable products, metal, paper mill, shipping and storage, tape and label, textiles, converters	

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Paper	
Products and Services	  	Markets	
Recycled paperboard, chipboard, tubeboard, lightweight corestock, boxboard, linerboard, corrugating medium, specialty grades, recovered paper	  	Converted paperboard products, spiral winders, beverage insulators	
Sonoco Recycling, Inc.	
Products and Services	  	 	
Collection, processing and recycling of old corrugated containers, paper, plastic, metal, glass, other recyclable materials	  	 	
Sonoco’s tubes and cores products and services are the Company’s largest revenue-producing group of products and services, representing approximately 27%, 28% and 30% of consolidated net sales in 2010, 2009 and 2008, respectively.
Packaging Services
The Packaging Services segment accounted for approximately 11%, 12% and 12% of the Company’s consolidated net sales in 2010, 2009 and 2008, respectively. The products, services and markets of the Packaging Services segment are as follows:

Service Centers	
Products and Services	  	Markets	
Packaging supply chain management, including custom packing, fulfillment, primary package filling, scalable service centers	  	Personal care, baby care, food, electronics, hosiery, office supplies, toys	
Point-of-Purchase (P-O-P)	
Products and Services	  	Markets	
Designing, manufacturing, assembling, packing and distributing temporary, semipermanent and permanent P-O-P displays, as well as contract packaging, co-packing and fulfillment services	  	Automotive, beverages, confectionery, electronics, cosmetics, food, fragrances, home and garden, liquor, medical, office supply, over-the-counter drugs, personal care, sporting goods, tobacco	
All Other Sonoco
All Other Sonoco accounted for approximately 8%, 8% and 9% of the Company’s consolidated net sales in 2010, 2009 and 2008, respectively. In addition to the products and services outlined in each of the segments above, the Company produces the following products:

Wire and Cable Reels	  	 	
Products and Services	  	Markets	
Steel, nailed wooden, plywood, recycled and polyfiber reels	  	Wire and cable manufacturers	
Molded and Extruded Plastics	
Products and Services	  	Markets	
Product design, tool design and fabrication; manufacturing in both injection molding and extrusion technologies	  	Food service, medical, healthcare, textiles, wire and cable, fiber optics, filtration, plumbing, automotive	
Paperboard Specialties	  	 	
Products and Services	  	Markets	
Custom-printed Stancap® glass covers, Rixie™ coasters, other paper amenities	  	Hotels and resorts, food and beverage, healthcare facilities, catering services, transportation, advertising	
Protective Packaging	  	 	
Products and Services	  	Markets	
Proprietary protective packaging (Sonopost® technology, Sonobase ®  carriers, Sonopop ®  systems), contract package testing	  	Household appliances, heating and air conditioning, office furnishings, automotive, fitness equipment, lawn and garden, promotional and palletized distribution	
Product Distribution – Each of the Company’s operating units has its own sales staff, and maintains direct sales relationships with its customers. For those customers that buy from more than one business unit, the Company often assigns a single representative or team of specialists to handle that customer’s needs. Some of the units have service staff at the manufacturing facility that interacts directly with customers. The Tubes and Cores/Paper segment also has a customer service center located in Hartsville, South Carolina, which is the main contact point between its North American business units and its customers. Divisional sales personnel also provide sales management, marketing and product development assistance as needed. Typically, product distribution is directly from the manufacturing plant to the customer, but in some cases, product is warehoused in a mutually advantageous location to be shipped to the customer as needed.
Raw Materials – The principal raw materials used by the Company are recovered paper, paperboard, steel, aluminum and plastic resins. Raw materials are purchased from a number of outside sources. The Company considers the supply and availability of raw materials to be adequate to meet its needs.

FORM 10-K             Sonoco 2010 Annual Report	 	 	5	  	

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Patents, Trademarks and Related Contracts – Most inventions and product and process innovations are generated by Sonoco’s development and engineering staff, and are important to the Company’s internal growth. Patents have been granted on many inventions created by Sonoco staff in the United States and other countries. These patents are managed globally by a Sonoco intellectual capital management team through the Company’s subsidiary, Sonoco Development, Inc. (SDI). SDI globally manages patents, trade secrets, confidentiality agreements and license agreements. Some patents have been licensed to other manufacturers. Sonoco also licenses a few patents from outside companies and universities. U.S. patents expire after 17 or 20 years, depending on the patent issue date. New patents replace many of the abandoned or expired patents. A second intellectual capital subsidiary of Sonoco, SPC Resources, Inc., globally manages Sonoco’s trademarks, service marks, copyrights and Internet domain names. Most of Sonoco’s products are marketed worldwide under trademarks such as Sonoco ® , Sonotube ® , Safe-top ® , Sealed-safe ® , Duro ®  and Durox ® . Sonoco’s registered Web domain names such as  www.sonoco.com  and  www.sonotube.com  provide information about Sonoco, its people and products. Trademarks and domain names are licensed to outside companies where appropriate.
Seasonality – The Company’s operations are not seasonal to any significant degree, although the Consumer Packaging and Packaging Services segments normally report slightly higher sales and operating profits in the second half of the year, when compared with the first half.
Working Capital Practices – The Company is not required to carry any significant amounts of inventory to meet customer requirements or to assure itself continuous allotment of goods, nor does it provide extended terms to customers.
Dependence on Customers – On an aggregate basis during 2010, the five largest customers in the Tubes and Cores/Paper segment accounted for approximately 8% of that segment’s sales, and the five largest customers in the Consumer Packaging segment accounted for approximately 33% of that segment’s sales. The dependence on a few customers in the Packaging Services segment is more significant, as the five largest customers in this segment accounted for approximately 72% of that segment’s sales.
Sales to Procter & Gamble, the Company’s largest customer, represented approximately 10% of the Company’s consolidated revenues in 2010. In addition, this concentration of sales volume resulted in a corresponding concentration of credit, representing approximately 8% of the Company’s consolidated trade accounts receivable at December 31, 2010. The Company’s next largest customer comprised approximately 5% of the Company’s consolidated revenues at December 31, 2010.
Backlog – Most customer orders are manufactured with a lead time of three weeks or less. Therefore, the amount of backlog orders at December 31, 2010, was not material. The Company expects all backlog orders at December 31, 2010, to be shipped during 2011.
Competition– The Company sells its products in highly competitive markets, which include paper, textile, film, food, chemical, packaging, construction, and wire and cable. All of these markets are influenced by the overall rate of economic activity and their behavior is principally driven by supply and demand. Because we operate in highly competitive markets, we regularly bid for new and continuing business. Losses and/or awards of business from our largest customers, customer changes to alternative forms of packaging, and the repricing of business, can have a significant effect on our operating results. The Company manufactures and sells many of its products globally. The Company, having operated internationally since 1923, considers its ability to serve its customers worldwide in a timely and consistent manner a competitive advantage. The Company also believes that its technological leadership, reputation for quality, and vertical integration are competitive advantages. Expansion of the Company’s product lines and global presence is driven by the rapidly changing needs of its major customers, who demand high-quality, state-of-the-art, environmentally compatible packaging, wherever they choose to do business. It is important to be a low-cost producer in order to compete effectively. The Company is constantly focused on productivity improvements and other cost-reduction initiatives utilizing the latest in technology.
Research and Development– Company-sponsored research and development expenses totaled approximately $17.8 million in 2010, $14.5 million in 2009 and $15.9 million in 2008. Customer-sponsored research and development expenses were not material in any of these periods. Significant projects in Sonoco’s Tubes and Cores/Paper segment during 2010 included efforts to design and develop new products for the construction industry and for the film and tape industries. In addition, efforts were focused on enhancing performance characteristics of the Company’s tubes and cores in the textile, film and paper packaging areas, as well as on projects aimed at enhancing productivity. During 2010, the Consumer Packaging segment continued to invest in a broad range of cost-reduction projects, high-value flexible packaging enhancements, rigid plastic containers technology and next-generation composite packaging.
Compliance with Environmental Laws – Information regarding compliance with environmental laws is provided in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption “Risk Management,” and in Note 14 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
Number of Employees – Sonoco had approximately 17,300 employees worldwide as of December 31, 2010.
(D) Financial information about
geographic areas –
Financial information about geographic areas is provided in Note 16 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K, and in the information about market risk in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption “Risk Management” of this Annual Report on Form 10-K.

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(E) Available information –
The Company electronically files with the Securities and Exchange Commission (SEC) its annual reports on Form 10-K, its quarterly reports on Form 10-Q, its periodic reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “1934 Act”), and proxy materials pursuant to Section 14 of the 1934 Act. The SEC maintains a site on the Internet,  www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Sonoco also makes its filings available, free of charge, through its Web site,  www.sonoco.com , as soon as reasonably practical after the electronic filing of such material with the SEC.
 
Executive officers of the registrant –

Name	  	Age	 	  	Position and Business Experience for the Past Five Years	
Executive Committee	  	 	 	 	  	 	
Harris E. DeLoach, Jr.	  	 	66	  	  	Chairman of the Board and Chief Executive Officer since December 2010. Previously Chairman of the Board, President and Chief Executive Officer 2005-2010; President and Chief Executive Officer 2000-2005; Chief Operating Officer April-July 2000; Sr. Executive Vice President, Global Industrial Products/Paper/Molded Plastics 1999-2000; Executive Vice President, High Density Film, Industrial Container, Fibre Partitions, Protective Packaging, Sonoco Crellin and Baker Reels 1996-1999. Joined Sonoco in 1985.	
M. Jack Sanders	  	 	57	  	  	President and Chief Operating Officer since December 2010. Previously Executive Vice President, Consumer January-December 2010; Executive Vice President, Industrial 2008-2010; Sr. Vice President, Global Industrial Products 2006-2008; Vice President, Global Industrial Products January-October 2006; Vice President, Industrial Products, N.A. 2001-2006; Division Vice President and General Manager, Protective Packaging 1998-2001. Joined Sonoco in 1987.	
Jim C. Bowen	  	 	60	  	  	Sr. Vice President, Primary Materials Groups, N.A., since 2009. Previously Sr. Vice President, Sonoco Recycling and Internal Supply 2008-2009; Sr. Vice President 2002-2008; Sr. Vice President, Global Paper Operations 2000-2002. Joined Sonoco in 1972.	
Cynthia A. Hartley	  	 	62	  	  	(Retiring effective March 2011.) Sr. Vice President, Human Resources since 2002. Previously Vice President, Human Resources 1995-2002. Prior experience: Vice President, Human Resources, Dames & Moore and National Gypsum Company. Joined Sonoco in 1995.	
Charles J. Hupfer	  	 	64	  	  	Sr. Vice President and Chief Financial Officer since 2009. Previously Sr. Vice President, Chief Financial Officer and Corporate Secretary 2005-2009; Vice President, Chief Financial Officer and Corporate Secretary 2002-2005; Vice President, Treasurer and Corporate Secretary 1995-2002. Joined Sonoco in 1975.	
Eddie L. Smith	  	 	59	  	  	(Retiring effective March 2011.) Vice President Europe since 2008. Previously Vice President, Industrial Products and Paper, Europe 2006-2008; Vice President, Customer and Business Development 2002-2006. Joined Sonoco in 1971.	
Vicki B. Arthur	  	 	53	  	  	Vice President, Global Corporate Accounts since 2008. Previously Division Vice President, Global Corporate Accounts 2007-2008; Division Vice President and General Manager-Kraft 2005-2007; Staff Vice President and Treasurer 2002-2005. Joined Sonoco in 1984.	
John M. Colyer, Jr.	  	 	50	  	  	Vice President, Global Industrial Converting since January 2010. Previously Vice President North American Converted Products 2009-2010; Vice President, Industrial Converted Products N.A. 2008-2009; Division Vice President and General Manager, Industrial Products, N.A. 2006-2008; Division Vice President, Manufacturing, Industrial Products 2004-2006. Joined Sonoco in 1983.	
Rodger D. Fuller	  	 	49	  	  	Vice President, Global Rigid Paper and Plastics since January 2011. Previously Vice President, Global Rigid Paper and Closures 2008-2011; Vice President, Rigid Paper and Plastics N.A. 2005-2008; Division Vice President and General Manager, Consumer Products N.A. 2000-2005. Joined Sonoco in 1985.	
Allan H. McLeland	  	 	44	  	  	Vice President, Human Resources since January 2011. Previously Staff Vice President, Human Resources, Industrial 2010-2011; Director of Human Resources, Industrial 2009-2010; Director, Talent Management 2006-2009; Director, Organizational Development and Staffing 2002-2006. Joined Sonoco in 1993.	

FORM 10-K             Sonoco 2010 Annual Report	 	 	7	  	

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Name	  	Age	 	  	Position and Business Experience for the Past Five Years	
Marty F. Pignone	  	 	54	  	  	Vice President, Global Manufacturing, Industrial since 2008. Previously Vice President, Paper N.A. 2005-2008. Joined Sonoco in 1997.	
Rob C. Tiede	  	 	52	  	  	Vice President Global Flexibles and Packaging Services since 2009. Previously Division Vice President and General Manager, Flexible Packaging 2007-2009; President Sonoco-CorrFlex 2004-2007. Joined Sonoco in 2004.	
Other Corporate Officers	  	 	 	 	  	 	
Ritchie L. Bond	  	 	54	  	  	Vice President, Treasurer and Corporate Secretary since February 2011. Previously Staff Vice President, Treasurer and Corporate Secretary 2009-2011; Staff Vice President and Treasurer 2005-2009. Joined Sonoco in 2005.	
Bernard W. Campbell	  	 	61	  	  	Vice President and Chief Information Officer since 1996. Previously Staff Vice President, Information Services. Joined Sonoco in 1988.	
R. Howard Coker	  	 	48	  	  	Vice President, Global Rigid Paper and Closures since January 2011. Previously Vice President and General Manager, Rigid Paper and Closures, N.A. 2009-2011; Division Vice President and General Manager, Rigid Paper and Closures 2008-2009; Division Vice President and General Manager, Sonoco Phoenix 2006-2008; Director of Sales 2002-2005. Joined Sonoco in 1985.	
James A. Harrell III	  	 	49	  	  	Vice President, Industrial Carriers N.A. since February 2010. Previously Vice President and General Manager, Industrial Converted Products 2009-2010; Division Vice President and General Manager, Paper, N.A. 2008-2009; Staff Vice President, Global Operating Excellence, Industrial Products 2007-2008; Division Vice President, Industrial Products/Paper, Europe 2002-2007. Joined Sonoco in 1985.	
Kevin P. Mahoney	  	 	55	  	  	Sr. Vice President, Corporate Planning since February 2011. Previously Vice President, Corporate Planning since 2000. Joined Sonoco in 1987.	
Robert L. Puechl	  	 	55	  	  	Vice President, Global Flexible Packaging since January 2011. Previously Vice President, Global Rigid Plastics 2010-2011; Division Vice President and General Manager, Molded Plastics 2008-2010; Division Vice President and General Manager, Molded Plastics and Caulk 2002-2008. Joined Sonoco in 1986.	
Barry L. Saunders	  	 	51	  	  	Vice President, Corporate Controller and Chief Accounting Officer since 2008. Previously Staff Vice President and Corporate Controller and Chief Accounting Officer 2002-2008. Joined Sonoco in 1989.	
Roger P. Schrum	  	 	55	  	  	Vice President, Investor Relations and Corporate Affairs since 2009. Previously Staff Vice President, Investor Relations and Corporate Affairs 2005-2009. Joined Sonoco in 2005.	
Marcy J. Thompson	  	 	49	  	  	Vice President, Rigid Paper and Closures, N.A. effective March 2011. Previously Division Vice President and General Manager, Sonoco Recycling, Inc. 2009-2011; Division Vice President and General Manager, Industrial Products Division, N.A. 2008-2009; Division Vice President, Sales and Marketing, Industrial, N.A. 2006-2009. Joined Sonoco in 2006.	

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Item 1A. Risk factors
Risk factors relating to Sonoco’s business
The Company is subject to environmental regulations and liabilities that could weaken operating results.
Federal, state, provincial, foreign and local environmental requirements, including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), and particularly those relating to air and water quality, are significant factors in the Company’s business and generally increase its costs of operations. The Company may be found to have environmental liability for the costs of remediating soil or water that is, or was, contaminated by the Company or a third party at various sites that are now, or were previously, owned, used or operated by the Company. Legal proceedings may result in the imposition of fines or penalties, as well as mandated remediation programs that require substantial, and in some instances, unplanned capital expenditures.
The Company has incurred in the past, and may incur in the future, fines, penalties and legal costs relating to environmental matters, and costs relating to the damage of natural resources, lost property values and toxic tort claims. The Company has made expenditures to comply with environmental regulations and expects to make additional expenditures in the future. As of December 31, 2010, approximately $62.0 million was reserved for environmental liabilities. Such reserves are established when it is considered probable that the Company has some liability. In part because nearly all of the Company’s potential environmental liabilities are joint and severally shared with others, the Company’s maximum potential liability cannot be reasonably estimated. However, the Company’s actual liability in such cases may be substantially higher than the reserved amount. Additional charges could be incurred due to changes in law, or the discovery of new information, and those charges could have a material adverse effect on operating results.
Changes to laws and regulations dealing with environmental issues, including climate change, are made or proposed with some frequency and some of the proposals, if adopted, might, directly or indirectly, result in a material reduction in the operating results of one or more of the Company’s operating units.
General economic conditions in the United States may change, having a negative impact on the Company’s earnings.
Domestic sales accounted for approximately 64% of the Company’s consolidated revenues in 2010. Even with the Company’s diversification across various markets and customers, due to the nature of the Company’s products and services, general economic downturns can have an adverse impact on the Company’s reported results.
Conditions in foreign countries where the Company operates may reduce earnings.
The Company has operations throughout North and South America, Europe, Australia and Asia, with facilities in 34 countries. In 2010, approximately 36% of consolidated sales came from operations and sales outside of the United States. Accordingly, economic conditions, political situations, and changing laws and regulations in those countries may adversely affect revenues and income.
Raw materials price increases may reduce net income.
Most of the raw materials the Company uses are purchased from third parties. Principal examples are recovered paper, steel, aluminum and resin. Prices for these raw materials are subject to substantial fluctuations that are beyond the Company’s control and can adversely affect profitability. Many of the Company’s long-term contracts with customers permit limited price adjustments to reflect increased raw material costs. Although both contractual and non-contractual prices may be increased in an effort to offset increases in raw materials costs, such adjustments may not occur quickly enough, or be sufficient to prevent a materially adverse effect on net income and cash flow.
The Company may encounter difficulties integrating acquisitions, restructuring operations or closing or disposing of facilities.
The Company has made numerous acquisitions in recent years, and may actively seek new acquisitions that management believes will provide meaningful opportunities in the markets it serves. Acquired businesses may not achieve the expected levels of revenue, profit or productivity, or otherwise perform as expected.
Acquisitions also involve special risks, including, without limitation, the potential assumption of unanticipated liabilities and contingencies, and difficulties in integrating acquired businesses. While management believes that acquisitions will improve the Company’s competitiveness and profitability, no assurance can be given that acquisitions will be successful or accretive to earnings. If actual performance in an acquisition falls significantly short of the projected results, or the assessment of the relevant facts and circumstances changes, it is possible that a noncash impairment charge of any related goodwill would be required.
The Company has closed higher-cost facilities, sold non-core assets and otherwise restructured operations in an effort to improve cost competitiveness and profitability. Some of these activities are ongoing, and there is no guarantee that any such activities will achieve the Company’s goals and not divert the attention of management or disrupt the ordinary operations of the Company. Moreover, production capacity, or the actual amount of products produced, may be reduced as a result of these activities.
Energy price increases may reduce net income.
Some of the Company’s manufacturing operations require the use of substantial amounts of electricity and natural gas, which may be subject to significant price increases as the result of changes in overall supply and demand. Energy usage is forecasted and monitored, and the Company may, from time to time, use commodity futures or swaps in an attempt to reduce the impact of energy price increases. The Company cannot guarantee success in these efforts, and could suffer adverse effects to net income and cash flow should the Company be unable to pass higher energy costs through to its customers.

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Changes in pension plan assets or liabilities may reduce net income and shareholders’ equity.
The Company has an aggregate projected benefit obligation for its defined benefit plans of approximately $1.4 billion. The calculation of this obligation is sensitive to the underlying discount rate assumption. Reductions in the long-term yield of high-quality debt instruments would result in a higher projected benefit obligation and higher net periodic benefit cost. A higher projected benefit obligation may result in a change in funded status that significantly reduces shareholders’ equity. The Company has total assets of approximately $1.1 billion funding a portion of the projected benefit obligation. Decreases in fair value of these assets may result in higher net periodic benefit costs and changes in the funded status that significantly reduce shareholders’ equity.
The Company may not be able to develop new products acceptable to the market.
For many of the Company’s businesses, organic growth depends meaningfully on new product development. If new products acceptable to the Company’s customers are not developed in a timely fashion, its growth potential may be hindered.
The Company may not be able to locate suitable acquisition candidates.
If significant acquisition candidates that meet the Company’s specific criteria are not located, the Company’s potential for growth may be restricted.
The Company, or its customers, may not be able to obtain necessary credit or, if so, on reasonable terms.
The Company currently operates a $350 million commercial paper program, supported by a committed bank credit facility of the same amount. On October 18, 2010, the Company entered into an amended and restated credit agreement for that facility with a syndicate of eight banks. The new $350 million bank credit facility is committed through October 2015, and replaces a similar facility established on May 3, 2006. In the event that disruptions in global credit markets were to become so severe that the Company was unable to issue commercial paper, it has the contractual right to draw funds directly on the underlying bank credit facility. The Company believes that the lenders have the ability to meet their obligations under the facility. However, if these obligations are not met, the Company may be forced to seek more costly or cumbersome forms of credit. Should such credit be unavailable for an extended time, it would significantly affect the Company’s ability to operate its business and execute its plans. In addition, the Company’s customers may experience liquidity problems as a result of the current economic environment that could negatively affect the Company’s ability to collect receivables and maintain business relationships.
Foreign exchange rate fluctuations may reduce the Company’s earnings.
As a result of operating globally, the Company is exposed to changes in foreign exchange rates. Generally, each of the Company’s foreign operations both produces and sells in its respective local currency, limiting the Company’s exposure to foreign currency transactions. The Company monitors its exposures and, from time to time, may use forward currency contracts to hedge certain forecasted currency transactions or foreign currency denominated assets and liabilities. In addition to potential transaction losses, the Company’s reported results of operations and financial position could be negatively affected by exchange rates when the activities and balances of its foreign operations are translated into U.S. dollars for financial reporting purposes.
Item 1B. Unresolved staff comments
There are no unresolved written comments from the SEC staff regarding the Company’s periodic or current 1934 Act reports.
Item 2. Properties
The Company’s corporate offices are owned and operated in Hartsville, South Carolina. There are 92 owned and 69 leased facilities used by operations in the Tubes and Cores/Paper segment, 27 owned and 39 leased facilities used by operations in the Consumer Packaging segment, three owned and 15 leased facilities used by operations in the Packaging Services segment, and 32 owned and 19 leased facilities used by all other operations. Europe, the most significant foreign geographic region in which the Company operates, has 48 manufacturing locations.
Item 3. Legal proceedings
The Company has been named as a potentially responsible party (PRP) at several environmentally contaminated sites not owned by the Company. 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 PRPs with respect to a particular site. Such agreements relate to the sharing of legal defense costs or cleanup 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, and actual costs to be incurred for these environmental matters in future periods is likely to vary from current estimates because of the inherent uncertainties in evaluating environmental exposures. Accordingly, the ultimate cost to the Company with respect to such sites cannot be determined. As of December 31, 2010 and 2009, the Company had accrued $62.0 million and $63.8 million, respectively, related to environmental contingencies. The Company periodically reevaluates the assumptions used in determining the appropriate reserves for environmental matters as additional information becomes available and, when warranted, makes appropriate adjustments.
Fox River
The Company believes the environmental issues regarding the Fox River, which are discussed below in some detail, currently represent the Company’s greatest loss exposure for alleged environmental liability. The Company also believes that all of its exposure to such liability for the Fox River is contained within its wholly owned subsidiary, U.S.

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Paper Mills Corp. (U.S. Mills). Accordingly, regardless of the amount of liability that U.S. Mills may ultimately bear, the Company believes its maximum additional pretax loss for Fox River issues will essentially be limited to the equity position of U.S. Mills, the which was approximately $85 million at December 31, 2010.
The extent of U.S. Mills’ potential liability remains subject to many uncertainties. The Company periodically reevaluates U.S. Mills’ potential liability and the appropriate reserves based on information available to it. U.S. Mills’ eventual liability, which may be paid out over several years, will depend on a number of factors. In general, the most significant factors include: (1) the total remediation costs for the sites for which U.S. Mills is found to have liability and the share of such costs U.S. Mills is required to bear; (2) the total natural resource damages for such sites and the share of such costs U.S. Mills is required to bear; and (3) U.S. Mills’ costs to defend itself in this matter.
U.S. Mills was officially notified by governmental entities in 2003 that it, together with a number of other companies, had been identified as a PRP for environmental claims under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) and other statutes, arising out of the presence of polychlorinated biphenyls (PCBs) in sediments in the lower Fox River and in the bay of Green Bay in Wisconsin. U.S. Mills was named as a PRP because scrap paper purchased by U.S. Mills as a raw material for its paper making processes more than 30 years ago allegedly included carbonless copy paper that contained PCBs, some of which were included in wastewater from U.S. Mills’ manufacturing processes that was discharged into the Fox River. The Company acquired the stock of U.S. Mills in 2001, and the alleged contamination predates the acquisition. Although Sonoco was also notified that it was a PRP, its only involvement is as a subsequent shareholder of U.S. Mills. As such, the Company has responded that it has no separate responsibility apart from U.S. Mills.
The governmental entities making such claims against U.S. Mills and the other PRPs have been coordinating their actions, including the assertion of claims against the PRPs. Additionally, certain claimants notified U.S. Mills and the other PRPs of their intent to commence a related natural resource damage lawsuit.
A review of the circumstances leading to U.S. Mills being named a PRP and the current status of the remediation effort and related lawsuits is set forth below.
In July 2003, the U.S. Environmental Protection Agency (EPA) and Wisconsin Department of Natural Resources (WDNR) issued their final cleanup plan (known as a Record of Decision, or ROD) for a portion of the Fox River. The ROD addressed the lower part of the Fox River and portions of Green Bay, where the EPA and WDNR (the Governments) estimate the bulk of the sediments that need to be remediated are located. In two portions of the lower part of the Fox River covered by the ROD–Operable Units (OUs) 3 and 4–the Governments selected large-scale dredging as the cleanup approach. OU 3 is the section of the Fox River running downstream from Little Rapids to the De Pere dam, and OU 4 runs from the De Pere dam downstream to the mouth of the Fox River at Green Bay. U.S. Mills’ De Pere plant is just below the De Pere dam and, prior to 1972, discharged wastewater into the river downstream of the dam in OU 4. In the ROD, the Governments estimated that approximately 6.5 million cubic yards of sediment would be removed from OUs 3 and 4 at an estimated cost of approximately $284 million ($26.5 million for OU 3 and $257.5 million for OU 4). The Governments also identified “capping” the riverbed with appropriate materials as a “contingent remedy” to be evaluated during the remedial design process. For Green Bay (OU 5), the Governments selected monitored natural attenuation as the cleanup approach at an estimated cost of approximately $40 million. The Governments also indicated that some limited dredging near the mouth of the river might be required, which would ultimately be determined during the design stage of the project. Earlier, in January 2003, the Governments had issued their ROD for the upper portions of the Fox River–OUs 1 and 2. Combining the then current cost estimates from both RODs, it appeared that the Governments expected the selected remedies for all five OUs to cost approximately $400 million, exclusive of contingencies. In March 2004, NCR Corporation (NCR) and Georgia-Pacific Corporation (G-P) entered into an Administrative Order on Consent (AOC) with the Governments to perform engineering design work for the cleanup of OUs 2 – 5.
In the course of the ongoing design work, additional sampling and data analysis identified elevated levels of PCBs in certain areas of OU 4 near the U.S. Mills’ De Pere plant (the OU 4 hotspot). In November 2005, the Governments notified U.S. Mills and NCR that they would be required to design and undertake a removal action that would involve dredging, dewatering and disposing of the PCB-contaminated sediments from the OU 4 hotspot. In furtherance of this notification, on April 12, 2006, the United States and the State of Wisconsin sued NCR and U.S. Mills in the U. S. District Court for the Eastern District of Wisconsin in Milwaukee (Civil Action No. 06-C-0484). NCR and U.S. Mills agreed to a Consent Decree with the United States and the State of Wisconsin pursuant to which the site is to be cleaned up on an expedited basis and NCR and U.S. Mills started removing contaminated sediment in May 2007. Although the defendants specifically did not admit liability for the allegations of the complaint, they are bound by the terms of the Consent Decree.
NCR and U.S. Mills reached agreement between themselves that each would fund 50% of the costs of remediation of the OU 4 hotspot, which from 2006, when project implementation began, through the end of 2010 has totalled approximately $29 million. U.S. Mills’ environmental reserve at December 31, 2010, includes $3.2 million for its share of the estimated remaining costs under the funding agreement for remediation of the OU 4 hotspot. The actual costs associated with cleanup of this particular site are dependent upon many factors, and it is reasonably possible that remediation costs could be higher than the current estimate of project costs. Under the terms of the agreement, the parties reserved their rights to make claims against each other, as well as third parties, to reallocate the remediation costs of the Site. Accordingly, the Company’s ultimate share of the liability for remediation of the Site could be greater or less than 50% of the total cost.
At the time of the Company’s acquisition of U.S. Mills in 2001, U.S. Mills and the Company estimated U.S. Mills’ liability for the Fox River cleanup at a nominal amount based on government reports and conversations with the Governments about the anticipated limited extent of U.S. Mills’ responsibility, the belief, based on U.S. Mills’ prior

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assertions, that no significant amount of PCB-contaminated raw materials had been used at the U.S. Mills plants, and the belief that any PCB contamination in the Fox River, other than a de minimis amount, was not caused by U.S. Mills. It appeared at that time that U.S. Mills and the Governments would be able to resolve the matter and dismiss U.S. Mills as a PRP for a nominal payment. Accordingly, no significant reserve was established at the time. However, the Governments subsequently declined to enter into such a settlement. Nonetheless, U.S. Mills continued to believe that its liability exposure was very small based on its continuing beliefs that no significant amount of PCB-contaminated raw materials had been used at the U.S. Mills plants and that any significant amount of PCB contamination in the section of the Fox River located adjacent to its plant was not caused by U.S. Mills.
In May/June 2005, U.S. Mills first learned of elevated levels of PCBs (the OU 4 hotspot) in the Fox River adjacent to its De Pere plant. U.S. Mills, while still not believing its De Pere plant was the source of this contamination, entered into the consent decree to remediate the OU 4 hotspot as discussed above.
In June 2006, U.S. Mills first received the results of tests it initiated on the U.S. Mills property that suggest that the De Pere plant may have processed as part of its furnish more than the de minimis amounts of PCB-contaminated paper reflected in the records available to the Company. This information seemed to contradict the Company’s previous understanding of the history of the De Pere plant. Based on these most recent findings, it is possible that U.S. Mills might be responsible for a larger portion of the remediation than previously anticipated. The total estimated cost set forth in the ROD for remediation of OU 4 was approximately $257.5 million and the estimated cost of monitoring OU 5 was approximately $40 million (a 2007 amendment to the ROD estimated the cost of OUs 2 – 5 at $390 million). There are two alleged PRPs located in OU 4 (of which the smaller is the plant owned by U.S. Mills). It is possible that U.S. Mills and the owners of the other plant, together with NCR, the original generator of the carbonless copy paper, could be required to bear a majority of the remediation costs of OU 4, and share with other PRPs the cost of monitoring OU 5. U.S. Mills has discussed possible remediation scenarios with other PRPs who have indicated that they expect U.S. Mills to bear an unspecified but meaningful share of the costs of OU 4 and OU 5.
In February 2007, the EPA and WDNR issued a general notice of potential liability under CERCLA and a request to participate in remedial action implementation negotiations relating to OUs 2 – 5 to eight PRPs, including U.S. Mills. The notice requested that the PRPs indicate their willingness to participate in negotiations concerning performance of the remaining elements of the remedial action for OUs 2 – 5 and the resolution of the government entities’ claims for unreimbursed costs and natural resource damages. On April 9, 2007, U.S. Mills, in conjunction with other PRPs, presented to the EPA and the WDNR a proposed schedule to mediate the allocation issues among eight PRPs, including U.S. Mills. Non-binding mediation began in May 2007 and continued as bilateral/multilateral negotiations although no agreement among the parties occurred.
On November 13, 2007, the EPA issued a unilateral Administrative Order for Remedial Action pursuant to Section 106 of CERCLA. The order requires U.S. Mills and the seven other respondents jointly to take various actions to cleanup OUs 2 – 5. The order covers planning and design work as well as dredging and disposing of contaminated sediments and the capping of dredged and less contaminated areas of the river bottom. The order also provides for a $32.5 thousand per day penalty for failure by a respondent to comply with its terms as well as exposing a non-complying respondent to potential treble damages. Even though U.S. Mills has reserved its rights to contest liability for any portion of the work, it is cooperating with the other respondents to comply with the order, although its financial contribution will likely be determined by the lawsuit commenced in June 2008 and discussed below.
On June 12, 2008, NCR and Appleton Papers, Inc. (API), as plaintiffs, commenced suit in the United States District Court for the Eastern District of Wisconsin (No. 08-CV-0016-WCG) against U.S. Mills, as one of a number of defendants, seeking a declaratory judgment allocating among all the parties the costs and damages associated with the pollution and cleanup of the Lower Fox River. The suit also seeks damages from the defendants for amounts already spent by the plaintiffs, including natural resource damages, and future amounts to be spent by all parties with regard to the pollution and cleanup of the Lower Fox River. The court limited discovery to information regarding when each party knew, or should have known, that recycling NCR brand carbonless paper would result in the discharge of PCBs to a water body and what action, if any, each party took to avoid the risk of further contamination. On December 16, 2009, the court issued an order which concluded that, under the equities of the case, NCR and API were not entitled to any contribution from U.S. Mills and other defendants, thereby granting the defendants’ motions for summary judgment and denying the plaintiffs’ motions for summary judgment. Although an order has been issued by the court, no appealable final judgment has been entered yet; nevertheless, NCR has reported that it intends to appeal the ruling, presumably after entry of the final judgment. Subsequent to the December 2009 ruling, U.S. Mills and other defendants made motions to have the court rule that, on the same basis as the December 2009 ruling, NCR would be responsible for any costs that U.S. Mills and the other defendants might incur, past, present and future. These motions are under advisement by the court. U.S. Mills plans to continue to defend the suit vigorously.
On October 14, 2010, the United States and the State of Wisconsin filed suit against NCR, API, U.S. Mills and nine other defendants in the United States District Court for the Eastern District of Wisconsin (No. 10-CV-00910-WCG) pursuant to Sections 106 and 107 of CERCLA. The plaintiffs seek to recover unreimbursed costs incurred for activities undertaken in response to the release and threatened release of hazardous substances from facilities at or near the Lower Fox River and Green Bay as well as damages for injury to, loss of, and destruction of natural resources resulting from such releases. The plaintiffs also seek a ruling that the defendants are liable for future response costs of the plaintiffs and requiring the defendants to comply with the unilateral Administrative Order for Remedial Action discussed above. The Company does not believe that the remedies sought in the suit materially expand the Company’s potential liability beyond what has been previously disclosed in this report or in the Company’s prior filings. U.S. Mills plans to defend the suit vigorously.

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As of December 31, 2010, U.S. Mills’ environmental reserve for potential liabilities associated with the remediation of OUs 2 – 5 (not including amounts accrued for remediation of the OU 4 hotspot) totaled $55.5 million. That amount represents the minimum of the range of probable loss that can be reasonably estimated based on information available through the date of this report. Although the Company lacks a reasonable basis for identifying any amount within the range of possible loss as a better estimate than any other amount, as has been previously disclosed, the upper end of the range may exceed the net worth of U.S. Mills. However, because the discharges of hazardous materials into the environment occurred before the Company acquired U.S. Mills, and U.S. Mills has been operated as a separate subsidiary of the Company, the Company does not believe that it bears financial responsibility for these legacy environmental liabilities of U.S. Mills. Therefore, the Company continues to believe that the maximum exposure to its consolidated financial position is limited to the equity position of U.S. Mills, which was approximately $85 million at December 31, 2010.
The actual costs associated with cleanup of the Fox River site are dependent upon many factors and it is reasonably possible that total remediation costs could be higher than the current estimates of project costs, which range from $390 million to more than $600 million for OUs 2 – 5. Some, or all, of any costs incurred by U.S. Mills may be subject to recoupment from other parties, but no amounts have been recognized in the financial statements of the Company for any such potential recoveries. Given the ongoing remedial design work being conducted, and the initial stages of remediation, it is possible there could be some additional changes to some elements of the reserve within the next year or thereafter, although that is difficult to predict.
Similarly, U.S. Mills does not have a basis for estimating the possible cost of any natural resource damage claims against it. Accordingly, reserves have not been provided for this potential liability. However, for the entire river remediation project, the lowest estimate in the Governments’ 2000 report on natural resource damages was $176 million.
In addition to its potential liability for OUs 4 and 5, U.S. Mills may have a contingent liability to Menasha Corporation to indemnify it for any amount for which it may be held liable in excess of insurance coverage for any environmental liabilities of a plant on OU 1 that U.S. Mills purchased from Menasha. Due to the uncertainty of Menasha’s liability and the extent of the insurance coverage as well as any defenses that may be asserted to any such claim, U.S. Mills has not established a reserve for this contingency.
Other Legal Matters
On July 7, 2008, the Company was served with a complaint filed in the United States District Court for South Carolina by the City of Ann Arbor Employees’ Retirement System, individually and on behalf of others similarly situated. The suit is a class action on behalf of those who purchased the Company’s common stock between February 7, 2007 and September 18, 2007, except officers and directors of the Company. The complaint, as amended, alleges that the Company issued press releases and made public statements during the class period that were materially false and misleading. The complaint also names certain Company officers as defendants and seeks an unspecified amount of damages plus interest and attorneys’ fees. The Company believes that the claims are without merit and intends to vigorously defend itself against the suit.
Additional information regarding legal proceedings is provided in Note 14 to the Consolidated Financial Statements of this Annual Report on Form 10-K.
Item 4. (Removed and reserved)

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Part II

Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities
The Company’s common stock is traded on the New York Stock Exchange under the stock symbol “SON.” As of December 31, 2010, there were approximately 46,000 shareholder accounts. Information required by Item 201(d) of Regulation S-K can be found in Part III, Item 12 of this Annual Report on Form 10-K. The following table indicates the high and low sales prices of the Company’s common stock for each full quarterly period within the last two years as reported on the New York Stock Exchange, as well as cash dividends declared per common share:

  	  	High	 	  	Low	 	  	Cash Dividends	 	
2010	  	 	 	 	  	 	 	 	  	 	 	 	
First Quarter	  	$	31.86	  	  	$	26.17	  	  	$	.27	  	
Second Quarter	  	$	35.87	  	  	$	28.83	  	  	$	.28	  	
Third Quarter	  	$	34.00	  	  	$	29.66	  	  	$	.28	  	
Fourth Quarter	  	$	35.04	  	  	$	31.75	  	  	$	.28	  	
 	 	 	 	
2009	  	 	 	 	  	 	 	 	  	 	 	 	
First Quarter	  	$	25.41	  	  	$	16.70	  	  	$	.27	  	
Second Quarter	  	$	26.18	  	  	$	20.27	  	  	$	.27	  	
Third Quarter	  	$	28.95	  	  	$	22.58	  	  	$	.27	  	
Fourth Quarter	  	$	30.61	  	  	$	26.17	  	  	$	.27	  	
 
The Company made the following purchases of its securities during the fourth quarter of 2010:
Issuer Purchases of Equity Securities

Period	  	(a) Total Number of  
Shares Purchased 1	 	  	(b) Average Price  
Paid per Share	 	  	(c) Total Number of  
Shares Purchased as
Part of Publicly
Announced Plans or
Programs 2	 	  	(d) Maximum
Number of Shares
that May Yet be
Purchased under the  
Plans or Programs 2	 	
  9/27/10 – 10/31/10	  	 	28,300	  	  	$	33.79	  	  	 	    —	  	  	 	5,000,000	  	
11/01/10 – 11/28/10  	  	 	2,760	  	  	$	33.86	  	  	 	    —	  	  	 	5,000,000	  	
11/29/10 – 12/31/10	  	 	695,478	  	  	$	33.39	  	  	 	695,036	  	  	 	4,304,964	  	
Total	  	 	726,538	  	  	$	33.40	  	  	 	695,036	  	  	 	4,304,964	  	
1	A total of 31,502 common shares were repurchased in the fourth quarter of 2010 related to shares withheld to satisfy employee tax withholding obligations in association with the exercise of performance-based stock awards, deferred compensation and restricted stock. These shares were not repurchased as part of a publicly announced plan or program.	
2	On April 19, 2006, the Company’s Board of Directors authorized the repurchase of up to 5,000,000 shares of the Company’s common stock. This authorization rescinded all previous existing authorizations and does not have a specific expiration date. On December 3, 2010, the Company announced it would immediately begin repurchasing 2,000,000 shares of the 5,000,000 authorized. As of December 31, 2010, a total of 695,036 shares were repurchased under this program, leaving a total of 4,304,964 shares remaining available for repurchase.	
The Company did not make any unregistered sales of its securities during 2010.

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Item 6. Selected financial data
The following table sets forth the Company’s selected consolidated financial information for the past five years. The information presented below should be read together with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Annual Report on Form 10-K and the Company’s historical Consolidated Financial Statements and the Notes thereto included in Item 8 of this Annual Report on Form 10-K. The selected statement of income data and balance sheet data are derived from the Company’s Consolidated Financial Statements.

  	  	Years ended December 31	 	
(Dollars and shares in thousands except per share data)	  	2010	 	 	2009	 	 	2008	 	 	2007	 	  	2006	 	
Operating Results	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Net sales	  	$	4,124,121	  	 	$	3,597,331	  	 	$	4,122,385	  	 	$	4,039,992	  	  	$	3,656,839	  	
Cost of sales and operating expenses	  	 	3,761,945	  	 	 	3,317,744	  	 	 	3,772,751	  	 	 	3,695,917	  	  	 	3,310,751	  	
Restructuring/Asset impairment charges	  	 	23,999	  	 	 	26,801	  	 	 	100,061	  	 	 	36,191	  	  	 	25,970	  	
Interest expense	  	 	37,413	  	 	 	40,992	  	 	 	53,401	  	 	 	61,440	  	  	 	51,952	  	
Interest income	  	 	(2,307	) 	 	 	(2,427	) 	 	 	(6,204	) 	 	 	(9,182	) 	  	 	(6,642	) 	
Loss from the early extinguishment of debt	  	 	48,617	  	 	 	—	  	 	 	—	  	 	 	—	  	  	 	—	  	
Income before income taxes	  	 	254,454	  	 	 	214,221	  	 	 	202,376	  	 	 	255,626	  	  	 	274,808	  	
Provision for income taxes	  	 	64,485	  	 	 	66,818	  	 	 	54,797	  	 	 	55,186	  	  	 	93,329	  	
Equity in earnings of affiliates, net of tax	  	 	(11,505	) 	 	 	(7,742	) 	 	 	(9,679	) 	 	 	(11,586	) 	  	 	(12,185	) 	
Net income	  	 	201,474	  	 	 	155,145	  	 	 	157,258	  	 	 	212,026	  	  	 	193,664	  	
Net (income)/loss attributable to noncontrolling interests	  	 	(421	) 	 	 	(3,663	) 	 	 	7,350	  	 	 	2,130	  	  	 	1,417	  	
Net income attributable to Sonoco	  	$	201,053	  	 	$	151,482	  	 	$	164,608	  	 	$	214,156	  	  	$	195,081	  	
Per common share	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Net income attributable to Sonoco:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Basic	  	$	1.98	  	 	$	1.50	  	 	$	1.64	  	 	$	2.13	  	  	$	1.95	  	
Diluted	  	 	1.96	  	 	 	1.50	  	 	 	1.63	  	 	 	2.10	  	  	 	1.92	  	
Cash dividends	  	 	1.11	  	 	 	1.08	  	 	 	1.07	  	 	 	1.02	  	  	 	0.95	  	
Weighted average common shares outstanding:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Basic	  	 	101,599	  	 	 	100,780	  	 	 	100,321	  	 	 	100,632	  	  	 	100,073	  	
Diluted	  	 	102,543	  	 	 	101,029	  	 	 	100,986	  	 	 	101,875	  	  	 	101,534	  	
Actual common shares outstanding at December 31	  	 	100,510	  	 	 	100,149	  	 	 	99,732	  	 	 	99,431	  	  	 	100,550	  	
Financial Position	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Net working capital	  	$	376,867	  	 	$	190,934	  	 	$	231,794	  	 	$	269,598	  	  	$	282,974	  	
Property, plant and equipment, net	  	 	944,136	  	 	 	926,829	  	 	 	973,442	  	 	 	1,105,342	  	  	 	1,019,594	  	
Total assets	  	 	3,281,014	  	 	 	3,062,580	  	 	 	3,086,466	  	 	 	3,340,243	  	  	 	2,916,678	  	
Long-term debt	  	 	603,941	  	 	 	462,743	  	 	 	656,847	  	 	 	804,339	  	  	 	712,089	  	
Total debt	  	 	620,890	  	 	 	580,796	  	 	 	689,825	  	 	 	849,538	  	  	 	763,992	  	
Total equity	  	 	1,507,693	  	 	 	1,380,630	  	 	 	1,174,518	  	 	 	1,463,486	  	  	 	1,240,112	  	
Current ratio	  	 	1.5	  	 	 	1.2	  	 	 	1.3	  	 	 	1.4	  	  	 	1.4	  	
Total debt to total capital1	  	 	29.2%	  	 	 	29.6%	  	 	 	37.0%	  	 	 	36.7%	  	  	 	38.1%	  	
 
1	Calculated as total debt divided by the sum of total debt and total equity.	

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Item 7. Management’s discussion and analysis of financial condition and results of operations
General Overview
Sonoco is a leading manufacturer of consumer and industrial packaging products and provider of packaging services with 315 locations in 34 countries. The Company’s operations are organized and reported in three segments, Consumer Packaging, Tubes and Cores/Paper and Packaging Services, while a number of smaller businesses are discussed as All Other Sonoco. Generally, the Company serves two broad end-use markets: consumer and industrial. In 2010, consumer and industrial sales were split approximately 55% and 45%, respectively. Geographically, approximately 64% of sales are generated in the United States, 17% in Europe, 8% in Canada and 11% in other regions.
The Company is a market-share leader in many of its product lines, particularly in tubes, cores and composite containers. Competition in most of the Company’s businesses is intense. Demand for the Company’s products and services is primarily driven by the overall level of consumer consumption of non-durable goods; however, certain product and service groups are tied more directly to durable goods, such as appliances, and construction. The businesses that supply and/or service consumer product companies tend to be, on a relative basis, more recession resistant than those that service industrial markets.
Strategy and Opportunities
Financially, the Company’s objective is to deliver average annual double-digit total returns to shareholders over time. To meet that target, the Company focuses on three major areas: driving profitable sales growth, improving margins and leveraging the Company’s strong cash flow and financial position. Operationally, the Company’s goal is to be the low-cost global leader in customer-preferred packaging solutions within targeted customer market segments.
In December 2010, the Company reviewed its plan to grow revenue, improve margins and more effectively utilize assets. The financial goals include growing sales to $5.5 billion to $6 billion by 2014, improving margins on earnings before interest and taxes from the current 9.4% to 11% and increasing return on net assets employed from the current 11% to 12.5% by 2014. The Company’s expected growth drivers continue to be organic sales growth, geographic expansion and strategic acquisitions. Sales of existing products and services are targeted to grow by about $300 million during this period, while international growth is projected to contribute another $300 million in sales. Planned revenue growth reflects $350 million in new product sales, and acquisitions are targeted to add between $500 million and $1 billion in sales.
The Company’s plan to improve margins focuses on leveraging fixed costs, improving productivity, maintaining a positive price/cost relationship (raising the selling price at least enough to recover inflation of material, energy and freight costs) and improving underperforming operations.
Use of Non-GAAP Financial Measures
To assess and communicate the financial performance of the Company, Sonoco management uses, both internally and externally, certain financial performance measures that are not in conformance with generally accepted accounting principles (“non-GAAP” financial measures). These non-GAAP financial measures reflect the Company’s GAAP operating results adjusted to remove restructuring, asset impairment, environmental remediation, acquisition and debt tender charges and other items, if any, the exclusion of which management believes improves the period-to-period comparability and analysis of the underlying financial performance of the business. The adjusted non-GAAP results are identified using the term “base,” for example, “base earnings.”
The Company’s base financial performance measures are not in accordance with, nor an alternative for, measures conforming to generally accepted accounting principles and may be different from non-GAAP measures used by other companies. The Company uses the non-GAAP “base” performance measures presented herein for internal planning and forecasting purposes, to evaluate its ongoing operations, and to evaluate the ultimate performance of each business unit against plan/forecast.
Reconciliations of GAAP to base results are presented on pages 19 and 20 in conjunction with management’s discussion and analysis of the Company’s results of operations. Whenever reviewing a non-GAAP financial measure, readers are encouraged to review the related reconciliation fully to understand how it differs from the related GAAP measure.
2010 Overview
2010 was an extremely strong year for Sonoco as consolidated revenues and earnings recovered to levels nearly equal to or exceeding results posted prior to the recession. Sales grew to a record $4.1 billion on nearly 15% year-over-year growth – the highest annual percentage gain in 15 years. Base earnings improved by 33% and reached the second highest level in Company history. Operating cash flow continued to be strong, although down from 2009, as higher earnings were more than offset by increased working capital driven by the significantly higher levels of business activity. The two largest segments in the Company, Tubes and Cores/Paper and Consumer Packaging, saw sales grow by 23% and 8% and operating profits by 80% and 6%, respectively.
For 2010, net income attributable to Sonoco was $201.1 million, compared with $151.5 for 2009. Earnings in 2010 were negatively impacted by a $31.6 million after-tax charge related to the Company’s debt tender completed in November. Under the tender, the Company paid $293.3 million to retire bonds with a total face value of $244.1 million. Also impacting 2010 results were a total of $16.9 million in after-tax asset impairment, restructuring and acquisition charges, partially offset by tax benefits of $5.5 million related to the clarification of a 2009 tax law change in Mexico and $4.7 million related to the release of a valuation allowance. Earnings in 2009 were negatively impacted by after-tax restructuring charges of $23.0 million and a $5.3 million charge related to the above mentioned tax-law change in Mexico.
2010 base earnings were $239.4 million ($2.34 per diluted share), compared with $179.8 million ($1.78 per diluted share) in 2009. Significantly higher Companywide volumes, strong productivity, lower pension costs and acquisitions drove the 33%, year-over-year improvement in base earnings. These favorable factors were offset by a negative price/cost relationship resulting from higher raw material,

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energy, freight and other costs which the Company was unable to fully recover through higher selling prices.
Higher volumes and selling price increases were both key drivers of the 14.6% increase in total sales from 2009 levels. Although volume improvements were felt throughout the Company, they were more significant in the industrial-focused businesses that had been most severely impacted by the global economic recession. The impact of higher selling prices was realized almost exclusively in the Tubes and Cores/Paper segment, where the gains were principally driven by higher recovered paper prices. Prices decreased slightly in the Consumer Packaging segment due to lower material costs, primarily tinplate steel. In addition, sales benefited from the second quarter 2010 acquisition of Associated Packaging Technologies, Inc. (APT), a leading thermoform tray manufacturer for the frozen food industry, along with open-market sales of corrugating medium previously produced under a cost-plus-fixed-management-fee arrangement.
Overall gross profit margin increased to 18.6%, compared with 18.5% in 2009. This improvement was primarily due to the impact of increased volume and productivity improvements more than offsetting an unfavorable price/cost relationship. The unfavorable price/cost relationship resulted from the inability to fully recover higher raw materials, energy and freight costs through higher selling prices.
The consolidated effective tax rate was 25.3% in 2010, compared with 31.2% in 2009. This decrease was primarily due to a $4.7 million release of valuation allowances on capital loss carry forwards and a regulatory clarification of a 2009 tax law change in Mexico, resulting in a $5.5 million benefit in 2010 from the reversal of a charge taken in 2009. The effective tax rate on base earnings was 30.8% in 2010, compared with 29.0% in 2009, primarily as a result of a larger proportion of earnings taxed at higher U.S. rates.
The aggregate unfunded position of the Company’s various defined benefit plans increased from $330 million at December 31, 2009, to $334 million at the end of 2010 as strong 2010 investment returns on plan assets were effectively offset by higher liabilities due to a lower discount rate. The Company made a subsequent $85 million contribution to its U.S. qualified defined benefit pension plan in January 2011.
The Company generated $375 million in cash from operations during 2010, compared with $391 million generated in 2009. Higher earnings in 2010 were offset by an increased use of cash to fund working capital resulting from significantly higher levels of business activity.
Several late 2010 debt transactions significantly altered the Company’s long-term debt portfolio. In November 2010, the Company issued $350 million of 5.75% bonds due November 2040. In a concurrent tender offer, the Company retired, at a cost of $293.3 million, portions of three separate outstanding debt issues, with a principal amount of $244.1 million. In addition, the Company paid $100 million of bonds that matured in November 2010. See Note 8 to the Consolidated Financial Statements for further details.
2011 Outlook
The Company expects sales demand will remain near the levels experienced during the past several quarters, which would lead to year-over-year volume growth of between 2% and 4%. The Company expects productivity improvements will further aid 2011 results and position the Company well for a continued economic recovery. The Company also expects to be able to recover most of the late 2010 material cost increases and remain in a neutral price/cost relationship.
Benefit plan expense is expected to decrease by approximately $17 million in 2011, due primarily to expected earnings on a higher asset base and a plan amendment effective January 1, 2011, that will reduce actuarial loss amortization expense. Total contributions to the Company’s domestic and international benefit plans are expected to be approximately $118 million (including an $85 million contribution to the U.S. qualified defined benefit plan in January 2011).
The consolidated effective tax rate is expected to be approximately 31% in 2011.
Acquisitions and joint ventures
The Company completed four acquisitions during 2010 at a recorded cost of $138.3 million, of which $137.8 million was paid in cash with the remainder representing contingent consideration expected to be paid in future periods. These acquisitions consisted of Associated Packaging Technologies, Inc. (APT), a supplier of thermoformed containers to the frozen food industry, Madem Reels USA, Inc., a manufacturer of nailed wood and plywood reels for the wire and cable industry, a small tube and core business in Canada and a small tube and core business in Greece. APT operates four manufacturing facilities (two in the United States, one in Canada, and one in Ireland) and employs more than 400 persons. The all-cash purchase price of APT, including the cost of paying off various obligations, was approximately $120.0 million. The acquisition is expected to generate annualized sales of approximately $150 million, which will be accounted for in the Company’s Consumer Packaging segment. The all-cash purchase price for Madem Reels was $10.7 million, plus contingent consideration of $0.5 million which is expected to be paid in the first quarter of 2011. The Madem Reels acquisition is expected to generate annualized sales of approximately $9 million, which will be accounted for in All Other Sonoco. The aggregate cost of the Canadian and Greek tube and core businesses was $7.1 million in cash. They are expected to generate annual sales of approximately $8 million in the Tubes and Cores/Paper segment.
The Company completed one acquisition during 2009 at a recorded cost of $7.2 million, of which $5.0 million was paid in cash with the remainder representing contingent consideration expected to be paid in future periods. This acquisition of the plastic spools and reels assets and business of EconoReel Corporation of Logan, Utah, and its controlled subsidiary, Southern Reel, is included in All Other Sonoco. The acquisition of this business is expected to generate annual sales of approximately $7 million. Also in 2009, the Company paid an additional $0.5 million in contingent consideration for its 2008 acquisition of Amtex Packaging, Inc.
The Company completed two acquisitions during 2008 at an aggregate cost of $5.5 million in cash. These acquisitions, a packaging fulfillment company included in the Packaging Services segment and a construction tube business included in the Tubes and Cores/Paper segment, had estimated combined annual sales of approximately $6 million.
The Company has accounted for these acquisitions as purchases and, accordingly, has included their results in the Company’s con-

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solidated statements of net income from the respective dates of acquisition. Pro forma results have not been provided, as the acquisitions were not material to the Company’s financial statements individually, or in the aggregate, in any single year.
See Note 3 to the Consolidated Financial Statements for further information about acquisition activities.
Restructuring and asset impairment charges
Due to its footprint (315 locations in 34 countries) and the cost-competitive nature of its businesses, the Company is constantly seeking the most cost-effective means and structure to serve its customers and to respond to fundamental changes in its markets. As such, restructuring costs have been and are expected to be a recurring component of the Company’s operating costs. The amount of these costs can vary significantly from year to year depending upon the scope and location of the particular restructuring activities.
The following table recaps the impact of restructuring and asset impairment charges on the Company’s net income for the periods presented (dollars in thousands):

 	  	Year Ended December 31	 	
  	  	2010	 	 	2009	 	 	2008	 	
Exit costs:	  	 	 	 	 	 	 	 	 	 	 	 	
2010 Actions	  	$	5,528	  	 	$	—	  	 	$	—	  	
2009 Actions	  	 	6,443	  	 	 	21,380	  	 	 	—	  	
2008 Actions	  	 	1,447	  	 	 	8,400	  	 	 	22,215	  	
2007 Actions	  	 	514	  	 	 	919	  	 	 	11,532	  	
Earlier Actions	  	 	106	  	 	 	452	  	 	 	3,089	  	
Asset Impairments/(Sales):	  	 	 	 	 	 	 	 	 	 	 	 	
Operating Assets	  	 	9,961	  	 	 	(4,350	) 	 	 	20,574	  	
Financial Assets	  	 	—	  	 	 	—	  	 	 	42,651	  	
Total charges	  	$	23,999	  	 	$	26,801	  	 	$	100,061	  	
Income tax benefit	  	 	(9,295	) 	 	 	(8,458	) 	 	 	(34,158	) 	
Equity method investments, net of tax	  	 	671	  	 	 	908	  	 	 	—	  	
Impact of Noncontrolling Interests, net of tax	  	 	139	  	 	 	3,787	  	 	 	(4,102	) 	
Total impact of Restructuring/Asset impairment charges, net of tax	  	$	15,514	  	 	$	23,038	  	 	$	61,801	  	
During 2010, the Company recorded a pretax asset impairment charge of $12.6 million pursuant to notification from a large customer that the Company’s contract to provide certain packaging would not be renewed in its entirety. The expected loss of business caused the Company to conclude that certain affected assets in its Consumer Packaging segment had been impaired. This loss was partially offset by net gains of $2.6 million arising principally from the sale of land and buildings at previously closed sites within Europe.
The Company recognized a gain of $11.2 million in 2009 upon collection of the final sales proceeds relating to the sale of its paper mill in China. The sale had commenced in 2008 and the book value of the assets was written off against the portion of the sales proceeds that were received in that year. Due to uncertainty of collection, the Company recognized proceeds from the China sale on a cash basis and recorded gains only to the extent that cash collected exceeded the book value of the assets sold. The gain in 2009 was partially offset by approximately $6.8 million of asset impairment charges associated with other plant closures.
In 2008, the Company recorded a noncash financial asset impairment charge of $42.7 million ($31.0 million after tax), reflecting the full impairment of two financial instruments, a preferred equity interest and a subordinated note receivable, which had been obtained in the Company’s 2003 sale of its High Density Film business.
The Company expects to recognize future additional costs totaling approximately $3.6 million in connection with previously announced restructuring actions. The Company believes that the majority of these charges will be incurred and paid by the end of 2011. As noted above, the Company regularly evaluates its cost structure, including its manufacturing capacity, and additional restructuring actions may be undertaken. Restructuring and asset impairment charges are subject to significant fluctuations from period to period due to the varying levels of restructuring activity and the inherent imprecision in the estimates used to recognize the impairment of assets and the wide variety of costs and taxes associated with severance and termination benefits in the countries in which the Company operates.
See Note 4 to the Consolidated Financial Statements for further information about restructuring activities and asset impairment charges.
Environmental charges
In 2007, U.S. Paper Mills Corp. (U.S. Mills), a wholly owned subsidiary of the Company, recorded charges totaling $25.2 million in association with environmental remediation liabilities for various sites in the lower Fox River. In 2008, U.S. Mills increased its reserve for Fox River related environmental liabilities by a total of $40.8 million. Settlements totaling $40.8 million were reached during 2008 on certain of the insurance policies covering the Fox River contamination, and the recognition of these insurance settlements offset the impact to earnings of the additional charges.
As of December 31, 2010 and 2009, the Company (and its subsidiaries) had accrued $62.0 million and $63.8 million, respectively, related to environmental contingencies. Of these, a total of $58.7 million and $60.4 million relate to U.S. Mills at December 31, 2010 and 2009, respectively. The range of possible loss on U.S. Mills’ liability for Fox River is uncertain and, while the upper end of the range may exceed the net worth of U.S. Mills, the Company believes the maximum additional exposure to its consolidated financial position is limited to the equity position of U.S. Mills, which was approximately $85 million at December 31, 2010.
See “Item 3. Legal Proceedings” and Note 14 to the Consolidated Financial Statements for a more detailed discussion of environmental matters affecting the Company.

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Reconciliations of GAAP to Non-GAAP financial measures
The following tables reconcile the Company’s non-GAAP financial measures to their most directly comparable GAAP financial measures for each of the years presented:
Reconciliation of GAAP to Non-GAAP Financial Measures

 	  	For the year ended December 31, 2010	 	
Dollars and shares in millions, except per share data	  	GAAP	 	 	Restructuring/
Asset
Impairment	 	  	Debt Tender
Charges	 	  	Acquisition
Costs/Tax
Adjustments	 	  	Base	 	
Income before interest and income taxes	  	$	338.2	  	 	$	24.0	  	  	$	—	  	  	$	1.9	  	  	$	364.1	  	
Interest expense, net	  	 	35.1	  	 	 	—	  	  	 	—	  	  	 	—	  	  	 	35.1	  	
Loss from early extinguishment of debt	  	 	(48.6	) 	 	 	—	  	  	 	48.6	  	  	 	—	  	  	 	—	  	
Income before income taxes and equity in earnings of affiliates	  	$	254.5	  	 	$	24.0	  	  	$	48.6	  	  	$	1.9	  	  	$	329.0	  	
Provision for income taxes	  	 	64.5	  	 	 	9.3	  	  	 	17.0	  	  	 	10.7	  	  	 	101.5	  	
Income before equity in earnings of affiliates	  	$	190.0	  	 	$	14.7	  	  	$	31.6	  	  	$	(8.8	) 	  	$	227.5	  	
Equity in earnings of affiliates, net of tax	  	 	11.5	  	 	 	0.7	  	  	 	—	  	  	 	—	  	  	 	12.2	  	
Net income	  	$	201.5	  	 	$	15.4	  	  	$	31.6	  	  	$	(8.8	) 	  	$	239.7	  	
Less: Net (income)/loss attributable to noncontrolling interests, net of tax	  	 	(0.4	) 	 	 	0.1	  	  	 	—	  	  	 	—	  	  	 	(0.3	) 	
Net income attributable to Sonoco	  	$	201.1	  	 	$	15.5	  	  	$	31.6	  	  	$	(8.8	) 	  	$	239.4	  	
Per diluted common share	  	$	1.96	  	 	$	0.15	  	  	$	0.31	  	  	$	(0.08	) 	  	$	2.34	  	
Reconciliation of GAAP to Non-GAAP Financial Measures

 	  	For the year ended December 31, 2009	 	
Dollars and shares in millions, except per share data	  	GAAP	 	 	Restructuring/
Asset
Impairment	 	  	Mexico
Tax
Adjustment	 	 	Base	 	
Income before interest and income taxes	  	$	252.8	  	 	$	26.8	  	  	$	—	  	 	$	279.6	  	
Interest expense, net	  	 	38.6	  	 	 	—	  	  	 	—	  	 	 	38.6	  	
Income before income taxes and equity in earnings of affiliates	  	$	214.2	  	 	$	26.8	  	  	$	—	  	 	$	241.0	  	
Provision for income taxes	  	 	66.8	  	 	 	8.5	  	  	 	(5.3	) 	 	 	70.0	  	
Income before equity in earnings of affiliates	  	$	147.4	  	 	$	18.3	  	  	$	5.3	  	 	$	171.0	  	
Equity in earnings of affiliates, net of tax	  	 	7.8	  	 	 	0.9	  	  	 	—	  	 	 	8.7	  	
Net income	  	$	155.2	  	 	$	19.2	  	  	$	5.3	  	 	$	179.7	  	
Less: Net (income)/loss attributable to noncontrolling interests, net of tax	  	 	(3.7	) 	 	 	3.8	  	  	 	—	  	 	 	0.1	  	
Net income attributable to Sonoco	  	$	151.5	  	 	$	23.0	  	  	$	5.3	  	 	$	179.8	  	
Per diluted common share	  	$	1.50	  	 	$	0.23	  	  	$	0.05	  	 	$	1.78	  	

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Reconciliation of GAAP to Non-GAAP Financial Measures

 	  	For the year ended December 31, 2008	 	
Dollars and shares in millions, except per share data	  	GAAP1	 	  	Restructuring/
Asset
Impairment	 	 	Financial
Asset
Impairment	 	  	Base1	 	
Income before interest and income taxes	  	$	249.6	  	  	$	57.4	  	 	$	42.7	  	  	$	349.7	  	
Interest expense, net	  	 	47.2	  	  	 	—	  	 	 	—	  	  	 	47.2	  	
Income before income taxes and equity in earnings of affiliates	  	$	202.4	  	  	$	57.4	  	 	$	42.7	  	  	$	302.5	  	
Provision for income taxes	  	 	54.8	  	  	 	22.5	  	 	 	11.7	  	  	 	89.0	  	
Income before equity in earnings of affiliates	  	$	147.6	  	  	$	34.9	  	 	$	31.0	  	  	$	213.5	  	
Equity in earnings of affiliates, net of tax	  	 	9.7	  	  	 	—	  	 	 	—	  	  	 	9.7	  	
Net income	  	$	157.3	  	  	$	34.9	  	 	$	31.0	  	  	$	223.2	  	
Less: Net (income)/loss attributable to noncontrolling interests, net of tax	  	 	7.3	  	  	 	(4.1	) 	 	 	—	  	  	 	3.2	  	
Net income attributable to Sonoco	  	$	164.6	  	  	$	30.8	  	 	$	31.0	  	  	$	226.4	  	
Per diluted common share	  	$	1.63	  	  	$	0.30	  	 	$	0.31	  	  	$	2.24	  	
1	The amount of additions to the environmental reserve in 2008 were offset by insurance settlements, thus no adjustments were made for such additions.	
 
Results of operations – 2010 versus 2009
Operating Revenue
Consolidated net sales for 2010 were $4.1 billion, a $527 million, or 14.6%, increase from 2009.
The components of the sales change were:

($ in millions)	  	  	 	
Volume/Mix	  	$	209	  	
Selling price	  	 	142	  	
Acquisitions	  	 	77	  	
Sales of corrugating medium	  	 	66	  	
Currency exchange rate/Other	  	 	33	  	
Total sales increase	  	$	527	  	
Companywide volume increased approximately 6% from 2009 levels. Although most of the overall volume increase came from the Company’s industrial-focused businesses, volume was up in nearly all business units. Total domestic sales were $2.7 billion, up 15% from 2009. International sales were $1.4 billion, up 14% from 2009 levels. The selling price increases were realized almost exclusively in the Tubes and Cores/Paper segment in response to higher input costs.
Costs and Expenses
Higher volumes and input prices, specifically old corrugated container (OCC) prices, combined to increase the Company’s 2010 total cost of sales from prior year levels. The market price for OCC, the Company’s most significant raw material in dollar terms, remained high over the course of 2010, with costs averaging approximately 140% over 2009 levels. Prices paid for resins, energy and freight were also up year over year. Conversely, the Company’s cost for tinplate steel was lower than 2009 levels.
In 2010, aggregate pension and postretirement expenses decreased $28.8 million to $52.6 million, versus $81.4 million in 2009. Approximately 75% of these expenses are reflected in cost of sales, with the balance in selling, general and administrative expenses. Benefit plan expense is expected to decrease by approximately $17 million in 2011 due largely to higher total expected returns, driven by a 2011 asset base that is larger due to strong investment performance in 2010 and an $85 million contribution made in January 2011 that was designated for the 2010 plan year. Also contributing to the year-over-year decrease will be lower amortization expense resulting from a plan amendment that became effective January 1, 2011. This amendment split the U.S. qualified defined benefit plan into two separate plans – one including only active participants in the plan, the other including only inactive participants. Actuarial losses on the combined plan in 2010 were amortized over the average remaining service life of the active participants. The basis for amortizing such losses relating to the “inactive plan” in 2011 will be the average remaining life expectancy of the inactive participants, a longer period of time than the average remaining service life of active participants. The Company intends to manage the investment portfolio of the “inactive plan” assets in such a way as to reduce market risk over the long term. Total contributions to the Company’s domestic and international benefit plans in 2011 are expected to be approximately $118 million (including the $85 million contribution referred to above).
Throughout 2009, and continuing into 2010, the Company engaged in a number of cost management efforts, including: realigning its business and streamlining the management organization to be more efficient; enhancing productivity and controlling variable costs; and reducing structural costs to a level management believes is aligned with new market realities, while maintaining the capacity necessary to grow with customers. The Company’s efforts to reduce fixed costs, which included rationalizing its manufacturing footprint, reflected lower revised expectations of what normal post-recession market demand would look like. The result of this has been lower plant overhead in 2010 when compared with 2009, despite the increased business activity this year.
Selling, general and administrative expenses as a percentage of sales decreased to 9.8% for the year from 10.7% in 2009, despite increasing in

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total by $26.4 million year over year. This increase in spending is due to higher incentive compensation costs along with the impact of the APT acquisition, which were partially offset by lower pension and postretirement costs and the full year impact of 2009 cost containment efforts.
Research and development costs, all of which were charged to expense, totaled $17.8 million and $14.5 million in 2010 and 2009, respectively. Management expects research and development spending in 2011 to be consistent with 2010 levels.
Net interest expense totaled $35.1 million for the year ended December 31, 2010, compared with $38.6 million in 2009. The decrease was due primarily to lower average debt levels and lower average interest rates. In 2010, the Company issued $350 million of new 5.75% thirty-year bonds, and used the majority of the proceeds to tender for and redeem approximately 55% in principal amount of its other outstanding bonds. This debt extinguishment resulted in a pretax charge of $48.6 million.
Reportable Segments
Consolidated operating profits, also referred to as “Income before income taxes” on the Consolidated Statements of Income, are comprised of the following:

($ in millions)	  	2010	 	 	2009	 	 	% Change	 	
Consumer Packaging segment	  	$	179.8	  	 	$	169.9	  	 	 	5.8%	  	
Tubes and Cores/Paper segment	  	 	130.2	  	 	 	72.3	  	 	 	80.1%	  	
Packaging Services segment	  	 	12.5	  	 	 	11.0	  	 	 	13.6%	  	
All Other Sonoco	  	 	41.6	  	 	 	26.4	  	 	 	57.6%	  	
Restructuring/impairment and environmental charges	  	 	(24.0	) 	 	 	(26.8	) 	 	 	10.4%	  	
Acquisition costs	  	 	(1.9	) 	 	 	—	  	 	 	(100.0	)% 	
Interest expense, net	  	 	(35.1	) 	 	 	(38.6	) 	 	 	9.1%	  	
Loss from early extinguishment of debt	  	 	(48.6	) 	 	 	—	  	 	 	(100.0	)% 	
Consolidated operating profits	  	$	254.5	  	 	$	214.2	  	 	 	18.8%	  	
Segment results viewed by Company management to evaluate segment performance do not include restructuring, impairment, acquisition, environmental and debt tender charges and net interest charges. Accordingly, the term “segment operating profits” is defined as the segment’s portion of “Income before income taxes” excluding restructuring charges, asset impairment charges, environmental charges, acquisition charges, debt tender charges and net interest expense. General corporate expenses, with the exception of restructuring charges, asset impairment charges, environmental charges, acquisition charges, debt tender charges, net interest expense and income taxes, have been allocated as operating costs to each of the Company’s reportable segments and All Other Sonoco.
See Note 16 to the Company’s Consolidated Financial Statements for more information on reportable segments.
Consumer Packaging

($ in millions)	  	2010	 	  	2009	 	  	% Change	 	
Trade sales	  	$	1,668.5	  	  	$	1,550.6	  	  	 	7.6%	  	
Segment operating profits	  	 	179.8	  	  	 	169.9	  	  	 	5.8%	  	
Depreciation, depletion and amortization	  	 	72.5	  	  	 	69.5	  	  	 	4.3%	  	
Capital spending	  	 	62.5	  	  	 	35.2	  	  	 	77.3%	  	
Sales increased due to the July 2010 acquisition of APT, increased volume of flexible packaging, molded plastics products and metal ends, and the favorable impact of a weaker dollar against most currencies other than the Euro. Overall segment volumes, excluding the acquisition of APT, were up slightly over 1%. Increased selling prices of molded plastics products were more than offset by declines in flexible packaging and metal ends. Domestic sales were approximately $1,268 million, up 7.5%, or $89 million, from 2009, while international sales were approximately $400 million, up 7.9%, or $29 million, from 2009.
Segment operating profits increased primarily due to the impact of the APT acquisition, productivity and purchasing initiatives, lower pension costs and slightly higher volume. These were partially offset by an unfavorable price/cost relationship, primarily in Flexible Packaging, along with higher costs of labor, freight and energy.
Significant capital spending in the Consumer Packaging segment included productivity projects throughout the segment and projects to increase rigid paper and rigid plastic container production capacity in the United States.
Tubes and Cores/Paper

($ in millions)	  	2010	 	  	2009	 	  	% Change	 	
Trade sales	  	$	1,645.0	  	  	$	1,339.1	  	  	 	22.8%	  	
Segment operating profits	  	 	130.2	  	  	 	72.3	  	  	 	80.1%	  	
Depreciation, depletion and amortization	  	 	79.6	  	  	 	85.5	  	  	 	(6.9	)% 	
Capital spending	  	 	65.0	  	  	 	57.0	  	  	 	14.0%	  	
Sales were up due to volume improvements, higher selling prices and corrugating medium sales. The volume improvements were seen throughout the segment as businesses continued to recover from the global economic recession. The most significant volume increases occurred in the North American and European tube and core operations, which were also the units most significantly impacted by the recession. Volume improvements were most notable in the first half of the year, as the second half of 2009 had started to show some signs of recovery. Volume in the segment increased by approximately 8%. Higher year-over-year selling prices, primarily due to higher average market costs for OCC, also contributed significantly to the sales increase. In 2010, the Company began selling corrugating medium from a machine that had been producing exclusively for Georgia-Pacific under a cost-plus fixed-management-fee arrangement, accounting for approximately $66 million of additional sales. Domestic sales increased approximately $225 million, or 35.5%, to approximately $859 million. International sales increased approximately $81

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million, or 11.5% to approximately $786 million, with approximately $15 million of the increase a result of favorable foreign exchange rates.
The combination of higher volumes, productivity initiatives, the full-year impact of restructuring actions on fixed costs and lower pension costs resulted in an 80% improvement in segment operating profits in 2010. Partially offsetting these favorable factors was an unfavorable price/cost relationship that resulted from the Company’s inability to fully recover an approximate 140% increase in average OCC prices through higher selling prices and higher costs for labor, freight and energy. The Company’s manufacturing plant in Bastrop, Louisiana, which primarily produced molded plugs used in tubes and cores for the paper industry, was destroyed by fire on November 5, 2010. While the Company is not planning to rebuild the plant, the majority of the production capability will be replaced. Therefore, the earnings impact of the fire, net of insurance recoveries, on 2011 results is not expected to be material.
Significant capital spending included the modification of several paper machines, primarily in North America and Europe, and productivity projects throughout the segment.
Packaging Services

($ in millions)	  	2010	 	  	2009	 	  	% Change	 	
Trade sales	  	$	469.1	  	  	$	426.5	  	  	 	10.0%	  	
Segment operating profits	  	 	12.5	  	  	 	11.0	  	  	 	13.6%	  	
Depreciation, depletion and amortization	  	 	8.6	  	  	 	10.9	  	  	 	(21.1	)% 	
Capital spending	  	 	8.6	  	  	 	5.2	  	  	 	65.4%	  	
As a result of bidding activity conducted in the fourth quarter of 2009 by a major customer of the Packaging Services segment, the Company lost approximately $47 million of that customer’s annual business beginning in mid 2010. The year-over-year impact of the lost business with this customer, all of which occurred during the second half of 2010, totaled approximately $26 million; an additional year-over-year loss of approximately $21 million is expected in the first half of 2011. Further, another of the segment’s customers notified the Company in late 2009 of its intention to consolidate its business with another vendor beginning in 2011. Due to anticipated growth from new business, management does not expect the loss of business from these customers to have a material adverse effect on the segment’s operating results over the long term. Sales increases in Poland and Mexico more than offset the 2010 decline resulting from these business losses. Domestic sales decreased to approximately $266 million, a 6.8% reduction, while international sales increased 43.8% to approximately $203 million. The increase in international sales was a result of the increased service center volume in Poland and Mexico, as the impact of foreign currency translation was not significant in 2010.
Segment operating profits improved as productivity initiatives and increased volume more than offset an unfavorable shift in the mix of business and lower selling prices. The margins on the new business were lower that those on the lost point-of-purchase and fulfillment business.
Capital spending included capacity expansion in South America, some manufacturing consolidation in the United States, as well as numerous productivity and customer development projects in the United States and Europe.
All Other Sonoco

($ in millions)	  	2010	 	  	2009	 	  	% Change	 	
Trade sales	  	$	341.5	  	  	$	281.1	  	  	 	21.5%	  	
Operating profits	  	 	41.6	  	  	 	26.4	  	  	 	57.6%	  	
Depreciation, depletion and amortization	  	 	8.9	  	  	 	7.7	  	  	 	15.6%	  	
Capital spending	  	 	9.8	  	  	 	6.7	  	  	 	46.3%	  	
Sales for All Other Sonoco increased primarily due to improved volumes in molded plastics, protective packaging and wire and cable reels. Selling prices of these same products were higher year over year in response to increased input costs, and the impact of two small acquisitions also increased sales. Domestic sales were approximately $267 million, up 23.5% from 2009, and international sales were approximately $74 million, an increase of 14.8%.
Operating profits in All Other Sonoco increased due primarily to higher volume, improved productivity and lower pension costs. The increase was dampened by an unfavorable selling price/material cost variance as selling price increases were unable to recover higher raw material costs.
Capital spending included investing in productivity and customer development projects in the United States, primarily for molded and extruded plastics.
Financial position, liquidity and capital resources
Cash Flow
Cash flow from operations totaled $375.1 million in 2010 and $391.0 million in 2009. The impact of higher earnings in 2010 was offset by an increased use of cash to fund working capital required by higher levels of business activity.
Cash flow used by investing activities was $283.7 million in 2010, compared with $91.5 million in 2009. This increase was due largely to a $132.3 million increase in acquisition spending driven primarily by the acquisitions of Associated Packaging Technologies, Inc. and Madem Reels USA, Inc. Additionally, capital spending increased to $145.9 million in 2010 from $104.1 million in 2009. This increase in capital spending represented a return to a more normal historic level as business conditions improved. Capital spending is expected to be approximately $140 million to $150 million in 2011.
Net cash used by financing activities totaled $116.6 million in 2010, compared with $219.7 million in 2009. In November 2010, the Company issued $350 million of new 5.75% bonds due November 2040, and used $294.0 million of the proceeds to tender for and redeem approximately 55% of its other outstanding bonds. The cash cost of the tender included $244.1 million of principal, $49.2 million of market adjustment and premium paid to tendering bondholders, plus bank and other fees totaling $0.7 million. Additionally, the Company redeemed $100 million of 6.75% bonds that matured in November 2010. Cash dividends increased 3.6% to $111.8 million in 2010 from $107.9 million in 2009, and the Company repurchased approximately 0.7 million shares of its common stock at a cost of $24.7 million during

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2010. Net proceeds from the exercise of stock awards totaled $23.2 million in 2010. Net borrowings increased $42.4 million in 2010, compared with net repayments of $116.2 million in 2009.
Current assets increased year over year by $160.9 million to $1,157.5 million at December 31, 2010. The increase resulted from higher levels of trade accounts receivable due to stronger fourth quarter sales in 2010 compared with 2009, and higher levels of inventory as production increased in the fourth quarter of 2010 to meet increased customer demand. Current liabilities decreased year over year by $25.0 million to $780.6 million at December 31, 2010, as a $61.4 million increase in accounts payable due to the higher level of business activity in the fourth quarter of 2010 was offset by a $101.1 million decrease in notes payable and current portion of long-term debt as the Company redeemed its $100 million, 6.75% bonds upon maturity in November 2010. The Company’s current ratio was 1.5 at December 31, 2010 and 1.2 at December 31, 2009.
The Company uses a notional pooling arrangement with an international bank to help manage global liquidity requirements. Under this pooling arrangement, the Company and its participating subsidiaries may maintain either a cash deposit or borrowing position through local currency accounts with the bank, so long as the aggregate position of the global pool is a notionally calculated net cash deposit. Because it maintains a security interest in the cash deposits, and has the right to offset the cash deposits against the borrowings, the bank provides the Company and its participating subsidiaries favorable interest terms on both.
 
Contractual Obligations
The following table summarizes contractual obligations at December 31, 2010:

 	  	Payments Due In	 	
($ in millions)	  	Total	 	  	2011	 	  	2012-2013	 	  	2014-2015	 	  	Beyond 2015	 	  	Uncertain	 	
Debt obligations	  	$	620.9	  	  	$	16.9	  	  	$	136.3	  	  	$	33.5	  	  	$	434.2	  	  	$	—	  	
Interest payments1	  	 	655.6	  	  	 	33.3	  	  	 	66.2	  	  	 	51.1	  	  	 	505.0	  	  	 	—	  	
Operating leases	  	 	114.4	  	  	 	34.0	  	  	 	48.5	  	  	 	19.9	  	  	 	12.0	  	  	 	—	  	
Income tax contingencies2	  	 	25.7	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	25.7	  	
Purchase obligations3	  	 	386.8	  	  	 	63.8	  	  	 	125.2	  	  	 	116.7	  	  	 	81.1	  	  	 	—	  	
Total contractual obligations4	  	$	1,803.4	  	  	$	148.0	  	  	$	376.2	  	  	$	221.2	  	  	$	1,032.3	  	  	$	25.7	  	
1	Includes interest payments on outstanding fixed-rate, long-term debt obligations, as well as financing fees on the backstop line of credit.	
2	Due to the nature of this obligation, the Company is unable to estimate the timing of the cash outflows.	
3	Includes only long-term contractual commitments. (Does not include short-term obligations for the purchase of goods and services used in the ordinary course of business.)	
4	Excludes potential cash funding requirements of the Company’s retirement plans and retiree health and life insurance plans.	
 
Capital Resources
The Company’s total debt, including the impact of foreign exchange rates, increased by $40.1 million to $620.9 million at December 31, 2010.
Under Internal Revenue Service rules, U.S. corporations may borrow funds from foreign subsidiaries for up to 30 days without unfavorable tax consequences. In 2008, this rule was temporarily amended to extend the period allowed up to 60 days. Beginning January 1, 2011, this temporary extension will no longer apply to the Company. At various times throughout 2009 and 2010, including each year end, the Company utilized this rule to access offshore cash in lieu of issuing commercial paper. Amounts outstanding under the rule at December 31, 2010 and 2009, were $100 million and $10 million, respectively. These short-term lending arrangements were subsequently settled within the 60-day period, resulting in equivalent increases in commercial paper outstanding and cash on hand. Depending on its immediate offshore cash needs, the Company may choose to access such funds again in the future as allowed under the rule.
The Company currently operates a $350 million commercial paper program, supported by a committed bank credit facility of the same amount. On October 18, 2010, the Company entered into an amended and restated credit agreement for that facility with a syndicate of eight banks. The new $350 million bank credit facility is committed through October 2015, and replaced a similar facility established on May 3, 2006. If circumstances were to prevent the Company from issuing commercial paper, it has the contractual right to draw funds directly on the underlying bank credit facility. Outstanding commercial paper, a component of the Company’s long-term debt, totaled $30.0 million at December 31, 2010.
Acquisitions and internal investments are key elements of the Company’s growth strategy. The Company believes that cash on hand, cash generated from operations and the available borrowing capacity available under its existing credit agreement will enable it to support this strategy. Although the Company currently has no intent to do so, it may obtain additional financing in order to pursue its growth strategy. Although the Company believes that it has excess borrowing capacity beyond its current lines, there can be no assurance that such financing would be available or, if so, at terms that are acceptable to the Company.
The Company’s various U.S and international defined benefit pension and postretirement plans were underfunded at the end of 2010 by approximately $334 million. During 2010, the Company contributed approximately $29 million to its benefit plans. The Company anticipates that benefit plan contributions in 2011 will total approximately $118 million, including an $85 million contribution to its U.S qualified defined benefit pension plan in January 2011 designated for the 2010 plan year. Future funding requirements will depend largely on actual investment returns and future actuarial

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assumptions. Participation in the U.S. qualified defined benefit pension plan is frozen for salaried and non-union hourly U.S. employees hired on or after January 1, 2004. In February 2009, the plan was further amended to freeze service credit earned effective December 31, 2018. This change is expected to moderately reduce the volatility of long-term funding exposure and expenses.
Total equity increased $127.1 million during 2010 as net income of $201.5 million and other comprehensive income of $18.8 million was partially offset by dividend payments of $112.9 million. The primary components of other comprehensive income were a $8.1 million translation gain stemming from the impact of the weaker U.S. dollar on the Company’s foreign investments and a $13.6 million net defined benefit plan adjustment stemming primarily from 2010 investment performance on the assets in the Company’s various defined benefit plans. Total equity increased $206.1 million during 2009, as net income of $155.1 million and other comprehensive income of $145.5 million was partially offset by dividend payments of $109.0 million. Other comprehensive income included an $80.8 million translation gain stemming from the impact of the weaker U.S. dollar on the Company’s foreign investments and a $56.1 million net defined benefit plan adjustment stemming primarily from 2009 investment performance on the assets in the Company’s various defined benefit plans.
The Company’s Board of Directors has authorized the repurchase of up to 5 million shares of the Company’s common stock. On December 3, 2010, the Company announced its intention to immediately begin repurchasing 2 million of the 5 million shares authorized. During 2010, 0.7 million shares were repurchased under this program at a cost of $23.2 million. Accordingly, at December 31, 2010, a total of 4.3 million shares remain available for repurchase. As of February 17, 2011, an additional 0.6 million shares had been repurchased at a cost of $21.5 million. An additional 0.7 million shares are expected to be repurchased by the end of the first quarter of 2011.
Although the ultimate determination of whether to pay dividends is within the sole discretion of the Board of Directors, the Company plans to increase dividends as earnings grow. Dividends per common share were $1.11 in 2010, $1.08 in 2009 and $1.07 in 2008. On February 9, 2011, the Company declared a regular quarterly dividend of $0.28 per common share payable on March 10, 2011, to shareholders of record on February 18, 2011.
Off-balance Sheet Arrangements
The Company had no material off-balance sheet arrangements at December 31, 2010.
Risk Management
As a result of operating globally, the Company is exposed to changes in foreign exchange rates. The exposure is well diversified as the Company’s facilities are spread throughout the world, and the Company generally sells in the same countries where it produces. The Company monitors these exposures and may use traditional currency swaps and forward exchange contracts to hedge a portion of forecasted transactions that are denominated in foreign currencies, foreign currency assets and liabilities or net investment in foreign subsidiaries. The Company’s foreign operations are exposed to political and cultural risks, but the risks are mitigated by diversification and the relative stability of the countries in which the Company has significant operations. The Company’s operations in Venezuela may be impacted by the economic issues being faced in that country; however, due to the relatively small size of these operations, the Company does not believe that any such impact would have a material adverse effect on its financial statements. For accounting and reporting purposes, Venezuela is considered a hyper-inflationary economy. Local currency denominated assets in Venezuela totaled approximately $4.5 million at December 31, 2010, while total net assets were only $1.8 million.
The Company is exposed to interest-rate fluctuations as a result of using debt as a source of financing for its operations. The Company may, from time to time, use traditional, unleveraged interest-rate swaps to manage its mix of fixed and variable rate debt and to control its exposure to interest rate movements within selected ranges. During 2009, the Company entered into an interest rate derivative to swap $150 million notional value of its 6.5% debentures due November 2013 to a floating rate. On September 21, 2010, that swap was settled prior to maturity. The Company received a cash payment for this settlement of $5.9 million. The unamortized portion of the gain, $2.4 million, was reported net with the related bond at December 31, 2010. This gain will be amortized over the remaining life of the bond and netted against interest costs.
The Company is a purchaser of various raw material inputs such as recovered paper, energy, steel, aluminum and resin. The Company generally does not engage in significant hedging activities, other than for energy and, from time to time, aluminum, because there is usually a high correlation between the primary input costs and the ultimate selling price of its products. Inputs are generally purchased at market or at fixed prices that are established with individual vendors as part of the purchase process for quantities expected to be consumed in the ordinary course of business. On occasion, where the correlation between selling price and input price is less direct, the Company may enter into derivative contracts such as futures or swaps to reduce the effect of price fluctuations.
At December 31, 2010, the Company had contracts outstanding to fix the costs of a portion of commodity, energy and foreign exchange risks for various periods through December 2012. Of these, the Company had swaps to cover approximately 6.0 million MMBTUs of natural gas representing approximately 70% and 50% of anticipated U.S. and Canadian natural gas usage for 2011 and 2012, respectively. Additionally, the Company had swap contracts covering 4,528 metric tons of aluminum, representing approximately 36% and 3% of anticipated usage for 2011 and 2012, respectively, and 51,600 short tons of OCC representing approximately 4% of anticipated usage for 2011. Both the aluminum and OCC hedges relate to fixed-price customer contracts. At December 31, 2010, the Company had a number of foreign currency contracts in place as both designated and undesignated hedges of either anticipated foreign currency denominated transactions or existing financial assets and liabilities. At December 31, 2010, the total notional amount, in U.S. dollar terms, was $129 million, of which $68 million related to the Canadian dollar and $51 million to the euro.
The fair market value of derivatives was a net unfavorable position of $12.1 million ($7.7 million after tax) at December 31, 2010, and a net unfavorable position of $7.4 million ($4.6 million after tax) at

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December 31, 2009. Derivatives are marked to fair value using published market prices, if available, or estimated values based on current price quotes and a discounted cash flow model. See Note 9 to the Consolidated Financial Statements for more information on financial instruments.
The Company is subject to various federal, state and local environmental laws and regulations concerning, among other matters, solid waste disposal, wastewater effluent and air emissions. Although the costs of compliance 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 cleanup of sites contaminated by those wastes. The Company has been named a potentially responsible party at several environmentally contaminated sites. These regulatory actions and a small number of private party lawsuits are believed to represent the Company’s largest potential environmental liabilities. The Company has accrued $62.0 million (including $58.7 million associated with U.S. Mills) at December 31, 2010, compared with $63.8 million at December 31, 2009 (including $60.4 million associated with U.S. Mills), with respect to these sites. See “Environmental Charges,” Item 3 – Legal Proceedings, and Note 14 to the Consolidated Financial Statements for more information on environmental matters.
Results of operations – 2009 versus 2008
Net income attributable to Sonoco in 2009 was $151.5 million, compared with $164.6 million for 2008. Earnings in 2009 were negatively impacted by after-tax restructuring charges of $23.0 million and a $5.3 million charge related to a retrospective tax-law change in Mexico. 2008 earnings were negatively impacted by a $31.0 million after-tax, noncash impairment charge related to the Company’s remaining financial interest in the 2003 sale of its High Density Film business and $30.8 million in after-tax restructuring-related costs and impairments.
Base earnings were $179.8 million for 2009, compared with $226.4 million for 2008, a decline of 21%. This decline was primarily due to lower Companywide volumes and an increase in pension costs of $33.0 million, after tax. These items were partially offset by strong productivity improvements, reduced fixed costs, some of which were a result of restructuring actions, and a favorable price/cost relationship.
Sales dropped 13% from 2008 levels to $3.6 billion in 2009. Volume declines occurred throughout the Company, but most notably in the industrial-focused businesses, accounting for more than half of the year-over-year sales deterioration. Most significant during the first half of the year, the volume declines moderated during the third quarter, and volume turned positive year-over-year during the fourth quarter. The impact of selling prices in 2009 was a negative factor when compared with prior year levels. These declines in the Tubes and Cores/Paper segment, resulting from lower input costs, more than offset price increases in the Consumer Packaging segment, where material and other costs were higher. In addition to volume and price declines, sales were lower as a result of the stronger dollar during the first three quarters of 2009. This exchange impact partially reversed in the fourth quarter as the dollar declined against other currencies, but the impact for the total year was still unfavorable.
Overall gross profit margin increased to 18.5% in 2009, compared with 17.6% in 2008. Margins benefitted from positive price/cost relationships, most notably in the Consumer Packaging segment, productivity improvements in most of the Company’s businesses, and management’s efforts on fixed cost control.
The consolidated effective tax rate was 31.2% in 2009, compared with 27.1% in 2008. This increase was due to a 2009 $5.3 million charge related to a change in Mexican tax law and a $4 million prior year benefit in Italy. The 2009 Mexico law change had a retrospective effect for years back to 1999, and eliminated the benefits of filing consolidated tax returns in those years. The prior year benefit in Italy related to an asset basis adjustment election made by the Company in 2008. The effective tax rate on base earnings was 29.0% in 2009, relatively flat with 29.4% in 2008.
Operating Revenue
Consolidated net sales for 2009 were $3.6 billion, a $525 million, or 12.7%, decrease from 2008.
The components of the sales change were:

($ in millions)	  	  	 	
Volume/Mix	  	$	(323	) 	
Currency exchange rate/Other	  	 	(138	) 	
Selling price	  	 	(61	) 	
Acquisitions (net of dispositions)	  	 	(3	) 	
Total sales decrease	  	$	(525	) 	
Selling prices were generally lower throughout the Company, in response to lower input costs, with the exception of rigid paper containers and metal ends, where prices were increased to cover higher tinplate steel and other costs. Companywide volume, excluding service center revenue which was on a pass-through basis, decreased approximately 7% from 2008 levels. The overall volume decrease was driven by declines in nearly all business units. Total domestic sales were $2.3 billion, down 11% from 2008. International sales were $1.3 billion, down 16% from 2008 levels.
Costs and Expenses
Lower volumes and, to a lesser degree, input prices combined to reduce the Company’s 2009 total cost of sales from prior year levels. The market price for OCC, the Company’s most significant raw material in dollar terms, began the year at historically low levels and moved considerably higher over the course of the year; however, on average, OCC cost was lower than in 2008. Prices paid for resins and freight were also down year over year. Conversely, the Company’s cost for tinplate steel started off at historically high levels, trended down over the course of the year, and ultimately averaged out higher than in 2008.
In 2009, aggregate pension and postretirement expenses increased $50.6 million to $81.4 million, versus $30.8 million in 2008. Approximately 75% of these expenses are reflected in cost of sales, with the balance in selling, general and administrative expenses. There was a positive return on the assets of U.S. based defined benefit plans of 21% in 2009, compared with a negative return of 24.3% in 2008.

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During the year, the Company engaged in a number of cost management efforts, including realigning its business and streamlining the management organization to be more efficient; enhancing productivity and controlling variable costs; and reducing structural costs to a level management believed is aligned with new market realities, while maintaining the capacity necessary to grow with customers. The Company’s efforts to reduce fixed costs, which included rationalizing its manufacturing footprint, reflected lower revised expectations of what normal post-recession market demand will look like. Plant rationalization and other cost-reduction efforts reduced the workforce of the industrial businesses by approximately 15% between January 1, 2008 and December 31, 2009, while also reducing positions in the consumer and corporate functions.
Selling, general and administrative expenses as a percentage of sales increased to 10.7% for the year from 9.1% in 2008. In total, these expenses were $12.1 million higher year over year. This increase is due to higher pension and incentive compensation costs, which were partially offset by fixed cost reduction efforts.
Research and development costs, all of which were charged to expense, totaled $14.5 million and $15.9 million in 2009 and 2008, respectively.
Net interest expense totaled $38.6 million for the year ended December 31, 2009, compared with $47.2 million in 2008. The decrease was due primarily to lower average debt levels and lower average interest rates.
Reportable Segments
Consolidated operating profits, also referred to as “Income before income taxes” on the Consolidated Statements of Income, are comprised of the following:

($ in millions)	  	2009	 	 	2008	 	 	% Change	 	
Consumer Packaging segment	  	$	169.9	  	 	$	131.0	  	 	 	29.8	% 	
Tubes and Cores/Paper segment	  	 	72.3	  	 	 	145.8	  	 	 	(50.5	)% 	
Packaging Services segment	  	 	11.0	  	 	 	28.5	  	 	 	(61.3	)% 	
All Other Sonoco	  	 	26.4	  	 	 	44.4	  	 	 	(40.5	)% 	
Restructuring/impairment and environmental charges	  	 	(26.8	) 	 	 	(100.1	) 	 	 	73.2	% 	
Interest expense, net	  	 	(38.6	) 	 	 	(47.2	) 	 	 	18.3	% 	
Consolidated operating profits	  	$	214.2	  	 	$	202.4	  	 	 	5.9	% 	
Consumer Packaging

($ in millions)	  	2009	 	  	2008	 	  	% Change	 	
Trade sales	  	$	1,550.6	  	  	$	1,586.5	  	  	 	(2.3	)% 	
Segment operating profits	  	 	169.9	  	  	 	131.0	  	  	 	29.8	% 	
Depreciation, depletion and amortization	  	 	69.5	  	  	 	73.7	  	  	 	(5.7	)% 	
Capital spending	  	 	35.2	  	  	 	41.8	  	  	 	(15.8	)% 	
Sales decreased due to lower volume throughout the segment except for small gains in rigid plastic bottles. Overall segment volumes were down approximately 4%. In addition, although the dollar weakened during the fourth quarter, the total year impact of exchange rates was unfavorable by $34 million. Increased selling prices, resulting from higher material and other costs, partially offset the negative factors. Domestic sales were approximately $1,180 million, flat with 2008, while international sales were approximately $371 million, down 8.7%, or $35 million, from 2008. The decline in international sales was almost completely due to the impact of foreign exchange rates.
Segment operating profits increased primarily due to the impact of a favorable price/cost relationship as selling prices were increased and, largely due to timing, more than offset a significant increase in the Company’s cost of tinplate steel and other input costs. Productivity and purchasing initiatives were able to offset the impact of lower volume and higher pension costs.
Significant capital spending included projects to increase rigid plastic container production capacity in the United States as well as productivity projects throughout the segment.
Tubes and Cores/Paper

($ in millions)	  	2009	 	  	2008	 	  	% Change	 	
Trade sales	  	$	1,339.1	  	  	$	1,674.6	  	  	 	(20.0	)% 	
Segment operating profits	  	 	72.3	  	  	 	145.8	  	  	 	(50.5	)% 	
Depreciation, depletion and amortization	  	 	85.5	  	  	 	87.6	  	  	 	(2.4	)% 	
Capital spending	  	 	57.0	  	  	 	70.5	  	  	 	(19.2	)% 	
Sales were down due to volume shortfalls, lower selling prices and unfavorable exchange rates. The only operations showing year-over-year volume improvements included European paper operations and Latin American tube and core operations. The most significant volume declines occurred in the North American and European tube and core operations. Volume declined most notably during the first half of the year and began to stabilize in the third quarter. Fourth quarter volumes showed improvement over a very weak 2008 fourth quarter. Excluding the impact of the divestiture of the Canadian recycling paper operation and the shutdown of a paper mill in China in 2008, volume in the segment decreased by approximately 9%. Lower year-over-year selling prices, primarily due to lower average market costs for OCC, also contributed to the sales decline. Domestic sales decreased approximately $166 million, or 20.8%, to approximately $634 million. International sales decreased approximately $169 million, or 19.3%, to approximately $705 million, with approximately $81 million of the decline a result of unfavorable foreign exchange rates.
The combination of lower volumes, an unfavorable shift in the mix of business, an unfavorable price/cost relationship and higher pension costs resulted in over a 50% decline in segment operating profits in 2009. Productivity initiatives and the impact of restructuring actions on fixed costs helped mitigate some of the negative factors.
Significant capital spending included the modification of several paper machines, primarily in the United States and Europe, and productivity projects throughout the segment.

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Packaging Services

($ in millions)	  	2009	 	  	2008	 	  	% Change	 	
Trade sales	  	$	426.5	  	  	$	501.4	  	  	 	(14.9	)% 	
Segment operating profits	  	 	11.0	  	  	 	28.5	  	  	 	(61.3	)% 	
Depreciation, depletion and amortization	  	 	10.9	  	  	 	11.0	  	  	 	(1.3	)% 	
Capital spending	  	 	5.2	  	  	 	2.6	  	  	 	99.0	% 	
Sales declined on volume shortfalls in North America and the unfavorable impact of exchange rates. The volume shortfalls were related to lower activity in the dedicated service centers, and were partially offset by increased service center volume in Poland. Domestic sales decreased to approximately $285 million, a 14.7% reduction, while international sales decreased 15.3% to approximately $141 million. Excluding an unfavorable $41 million impact of foreign currency translation, international sales increased as a result of the increased service center volume in Poland.
The decrease in segment operating profits was attributable to slightly lower volumes in point-of-purchase activities, an unfavorable shift in the mix of business and higher pension costs. Lower fixed costs, resulting from restructuring actions, mitigated a portion of the unfavorable factors. Although service center volume decreased, it had very little impact on profits as these sales were on a pass-through basis with no significant gross margin.
Capital spending included capacity expansion in Europe as well as numerous productivity and customer development projects in the United States and Europe.
All Other Sonoco

($ in millions)	  	2009	 	  	2008	 	  	% Change	 	
Trade sales	  	$	281.1	  	  	$	359.9	  	  	 	(21.9	)% 	
Operating profits	  	 	26.4	  	  	 	44.4	  	  	 	(40.5	)% 	
Depreciation, depletion and amortization	  	 	7.7	  	  	 	10.7	  	  	 	(27.8	)% 	
Capital spending	  	 	6.7	  	  	 	8.1	  	  	 	(17.2	)% 	
Sales for All Other Sonoco decreased primarily due to lower volumes in molded plastics, protective packaging and wire and cable reels. In addition, selling prices of these same products were lower year over year in response to lower input costs, and the impact of exchange rates was unfavorable. Domestic sales were approximately $216 million, down 23.2% from 2008, and international sales were approximately $65 million, a decrease of 17.3%.
Operating profits in All Other Sonoco decreased due primarily to volume declines and higher pension costs. The decrease was mitigated by improved manufacturing productivity, structural cost reductions and a favorable selling price/material cost variance.
Capital spending included investing in productivity and customer development projects in the United States and Europe for molded and extruded plastics, protective packaging and wire and cable reels.
Critical accounting policies and estimates
Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP). The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. The Company evaluates these estimates and assumptions on an ongoing basis, including but not limited to those related to inventories, bad debts, derivatives, income taxes, intangible assets, restructuring, pension and other postretirement benefits, environmental liabilities, and contingencies and litigation. Estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances. The results of these estimates may form the basis of the carrying value of certain assets and liabilities and may not be readily apparent from other sources. Actual results, under conditions and circumstances different from those assumed, may differ from estimates. The impact of and any associated risks related to estimates, assumptions and accounting policies are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as in the Notes to the Consolidated Financial Statements, if applicable, where such estimates, assumptions and accounting policies affect the Company’s reported and expected financial results.
The Company believes the accounting policies discussed in the Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K are critical to understanding the results of its operations. The following discussion represents those policies that involve the more significant judgments and estimates used in the preparation of the Company’s Consolidated Financial Statements.
Impairment of Long-lived, Intangible and Other Assets
Assumptions and estimates used in the evaluation of potential impairment can result in adjustments affecting the carrying values of long-lived, intangible and other assets and the recognition of impairment expense in the Company’s Consolidated Financial Statements. The Company evaluates its long-lived assets (property, plant and equipment), definite-lived intangible assets and other assets (including notes receivable and equity investments) for impairment whenever indicators of impairment exist, or when it commits to sell the asset. If the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible asset group is less than the carrying value of that asset group, an asset impairment charge is recognized. Key assumptions and estimates used in the cash flow model generally include price levels, sales growth, profit margins and asset life. The amount of an impairment charge, if any, is calculated as the excess of the asset’s carrying value over its fair value, generally represented by the discounted future cash flows from that asset or, in the case of assets the Company evaluates for sale, as estimated proceeds less costs to sell.

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The Company takes into consideration historical data and experience together with all other relevant information available when estimating the fair values of its assets. However, fair values that could be realized in actual transactions may differ from the estimates used to evaluate impairment. In addition, changes in the assumptions and estimates may result in a different conclusion regarding impairment.
Impairment of Goodwill
In accordance with US GAAP, the Company evaluates its goodwill for impairment annually and whenever events happen or circumstances change that would make it more likely than not that impairment may have occurred. If the carrying value of a reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment charge is recognized for the excess.
The Company’s reporting units are one level below its operating segments, as determined in accordance with applicable US GAAP. The Company uses a discounted cash flow model to estimate the fair value of its reporting units with consideration given to estimated trading and transaction multiples. The Company’s model discounts future cash flows, forecasted over a ten-year period, with an estimated residual growth rate. In order to project and discount the future cash flows associated with each reporting unit, the Company must make a number of assumptions and estimates. In addition to the assumed discount and residual growth rates, these assumptions and estimates include future market size and market share, sales volumes and prices, costs to produce, working capital changes, capital spending requirements and the impact of currency exchange rates. When estimating the fair values of its reporting units, the Company’s analysis takes into consideration historical data and experience together with all other relevant information available. However, because the analysis is an estimate, fair values that could be realized in actual transactions may differ from those used to evaluate the impairment of goodwill. In addition, changes in the underlying assumptions and estimates may result in a different conclusion regarding impairment.
The Company completed its most recent annual goodwill impairment testing during the third quarter of 2010. Based on the results of its evaluation, the Company concluded that there was no impairment of goodwill for any of its reporting units. For testing purposes, the fair values of the Company’s reporting units were estimated using a discounted cash flow model based on projections of future years’ operating results and associated cash flows, together with comparable trading and transaction multiples. The Company’s projections incorporated management’s best estimates of the expected future results, which include expectations related to new business wins, and, where applicable, improved operating margins. Future cash flows were discounted to present value using a discount rate commensurate with the risks inherent in the cash flows. Should forecasted growth and/or margin improvement not materialize, or if the Company’s assessments of the relevant facts and circumstances change, noncash impairment charges may be required in the future, depending on the reporting unit. In management’s opinion, should actual results fall short of projections, the reporting units with significant goodwill having the greatest risk of future impairment include Matrix Packaging, Tubes and Cores/Paper – Europe, Packaging Services, Flexible Packaging, and Rigid Paper Containers – Australia/New Zealand. Total goodwill associated with these reporting units was approximately $130 million, $102 million, $150 million, $94 million, and $6 million, respectively at December 31, 2010. These amounts are essentially unchanged from their values at the time of the annual evaluation.
Matrix Packaging manufactures blow-molded plastic containers primarily for use in nonfood applications. Matrix Packaging was acquired in May 2007 to be a growth platform for the Company and to expand the Company’s operations into the health and beauty market. Since that time, the Company has continued to invest significantly in the business and projections for this reporting unit reflect management’s expectations for revenue growth as well as improvements in operating margins. Sales growth is expected to be driven by new business wins from key nonfood customers and expansion into more food-based applications. Results in the second half of 2010 fell short of management’s projections due largely to unanticipated market weakness with served customers, as market share is estimated to have remained steady. In addition, the unit experienced operational productivity problems at one of its plants associated with new business start up activities. Although results were disappointing, management believes these issues are temporary in nature and, as such, its long-term outlook for the unit currently remains unaffected. Should expected sales growth and margin improvements not materialize, goodwill impairment charges may be incurred. In the annual evaluation of goodwill impairment, the estimated fair value of Matrix Packaging exceeded its carrying value by approximately 20%.
Tubes and Cores/Paper-Europe manufactures tubes and cores, using internally produced recycled paperboard, for sale to a variety of industrial industries throughout Europe. Any paperboard not used internally is sold to third parties. While this unit was hard-hit by the global recession, volume has rebounded to within approximately 5% of pre-recession levels. Margins, however, remain below those levels as selling prices have not kept pace with cost increases. Management believes that sales will return to pre-recession levels over the next one to two years with growth coming from Western Europe as well as certain eastern European countries. Margins are also expected to slowly increase from current levels on a recovery in the price/cost relationship and productivity improvements. In the annual evaluation of goodwill impairment, the estimated fair value of Tubes and Cores/Paper-Europe exceeded its carrying value by approximately 40%.
The Company’s Packaging Services segment lost approximately $47 million of annualized sales volume, resulting from bidding activity conducted by a major customer in the fourth quarter of 2009. The loss of this business began in the second quarter of 2010 and has now been transitioned. Further, another of the segment’s customers notified the Company in late 2009 of its decision to consolidate its business with another vendor. While this decision did not impact 2010, it is expected to result in an annual sales reduction of approximately $30 million beginning July 2011. Sales lost in 2010 due to these events were more than offset by new or expanded business, and based on management’s analysis, only relatively modest revenue growth would be required to avoid potential impairment. Based on its evaluation of future projects and other opportunities, management expects new business over the next two to three years to fully offset all of these lost sales. Should sales growth not materialize, or the profitability of new business be less than expected, goodwill impairment charges may be incurred. In the annual

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evaluation of goodwill impairment, the estimated fair value of Packaging Services, which is its own reporting unit for goodwill testing purposes, exceeded its carrying value by approximately 29%.
The Company has been advised by one of its Flexible Packaging customers that its current contract to provide certain packaging will not be renewed in its entirety. According to the customer, the business will be phased out over the next two years. The transition did not impact 2010 sales or base earnings. As a result, in the third quarter of 2010 the Company recorded a noncash asset impairment charge of approximately $12.6 million on certain long-lived assets within the affected operations. The expected loss of business was reflected in the Company’s evaluation of goodwill. Although no impairment of goodwill was deemed necessary, management’s projections reflect the expectation that these lost sales will be replaced by new business in approximately the same time frame over which it is lost and that operating margins will benefit from improved manufacturing productivity and overhead cost management. Should the sales growth not materialize, and/or the operating margins not benefit to the extent expected, goodwill impairment charges may be incurred. In its evaluation of goodwill impairment, management estimated that the fair value of the Flexible Packaging unit exceeded its carrying value by approximately 27%.
During the time subsequent to the annual evaluation and at December 31, 2010, the Company considered whether any events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its reporting units may have been impaired. It is management’s opinion that no such events have occurred.
Holding the other valuation assumptions constant, a downward shift in projected operating profits across all future periods in Matrix Packaging, Tubes and Cores/Paper – Europe, Packaging Services and Flexible Packaging in excess of 17%, 24%, 38% and 25%, respectively, would indicate that the carrying value of the respective business unit may be in excess of fair value. The future operating performance of these units is dependent upon a number of variables which cannot be predicted with certainty.
Income Taxes
The Company records an income tax valuation allowance when the realization of any deferred tax assets, net operating losses and capital loss carryforwards is not likely. Deferred tax assets generally represent expenses recognized for financial reporting purposes, which will result in tax deductions over varying future periods. Certain judgments, assumptions and estimates may affect the amounts of the valuation allowance and deferred income tax expense in the Company’s Consolidated Financial Statements.
For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those positions not meeting the more-likely-than-not standard, no tax benefit has been recognized in the financial statements. Associated interest has also been recognized, where applicable.
The estimate for the potential outcome of any uncertain tax issue is highly judgmental. The Company believes it has adequately provided for any reasonably foreseeable outcome related to these matters. However, future results may include favorable or unfavorable adjustments to estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitations on potential assessments expire. Additionally, the jurisdictions in which earnings or deductions are realized may differ from current estimates. As a result, the eventual resolution of these matters could have a different impact on the effective rate than currently reflected or expected.
Stock-based Compensation Plans
The Company utilizes share-based compensation in the form of stock options, stock appreciation rights, restricted stock units and other share-based awards. Certain awards are in the form of contingent stock units where both the ultimate number of units and the vesting period are performance based. The amount and timing of compensation expense associated with these performance-based awards are based on estimates regarding future performance using measures defined in the plans. In 2010, the performance measures consisted of Earnings per Share and Return on Net Assets Employed. Changes in estimates regarding the future achievement of these performance measures may result in significant fluctuations from period to period in the amount of compensation expense reflected in the Company’s Consolidated Financial Statements.
The Company uses a binomial option-pricing model to determine the grant date fair value of its stock options and stock appreciation rights. The binomial option-pricing model requires the input of subjective assumptions. Management routinely assesses the assumptions and methodologies used to calculate estimated fair value of share-based compensation. Circumstances may change and additional data may become available over time that results in changes to these assumptions and methodologies, which could materially impact fair value determinations.
Pension and Postretirement Benefit Plans
The Company has significant pension and postretirement benefit costs that are developed from actuarial valuations. The actuarial valuations employ key assumptions which have a significant impact on the Company’s projected liabilities for pension and other postretirement benefits. The key actuarial assumptions used at December 31, 2010, in determining the projected benefit obligation and the accumulated benefit obligation for U.S. retirement and retiree health and life insurance plans include: a discount rate of 5.25%, 4.91% and 4.37% for the qualified retirement plan, non-qualified retirement plans, and retiree health and life insurance plan, respectively, and a rate of compensation increase ranging from 4.29% to 6.12%. The key actuarial assumptions used to determine 2010 net periodic benefit cost for U.S. retirement and retiree health and life insurance plans include: a discount rate of 5.77%, 5.49% and 5.08% for the qualified retirement plan, non-qualified retirement plans, and retiree health and life insurance plan, respectively; an expected long-term rate of return on plan assets of 8.5%; and a rate of compensation increase ranging from 4.38% to 6.21%.
During 2010, the Company recorded total pension and postretirement benefit expenses of approximately $52.6 million, compared with $81.4 million during 2009. The 2010 amount reflects $79.3 million of

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expected returns on plan assets at the assumed rate of 8.5% and interest cost of $73.8 million at a weighted-average discount rate of 5.78%. The 2009 amount reflects $60.5 million of expected returns on plan assets at the assumed rate of 8.5% and interest cost of $76.9 million at a weighted-average discount rate of 6.56%. During 2010, the Company made contributions to its pension and postretirement plans of $29.2 million. An additional $85.0 million contribution was made to the Company’s U.S. qualified defined benefit pension plan in January 2011 for the 2010 plan year. During 2009, the Company made contributions to its pension and postretirement plans of $122.2 million, including a $100.0 million voluntary contribution made to its U.S. qualified defined benefit pension plan in December 2009. Contributions vary from year to year depending on various factors the most significant being asset market values and interest rates. Although the 2009 voluntary contribution reduced cash flows from operations during the year, it did not have a significant impact on 2009 pension expense. Cumulative net actuarial losses were approximately $494 million at December 31, 2010, and are primarily the result of poor asset performance in 2008 and from 2000 through 2002. Actuarial losses/gains outside of the 10% corridor defined by U.S. GAAP are amortized over the average remaining service life of the plan’s active participants or the average remaining life expectancy of the plan’s inactive participants (if all or almost all of the plan’s participants are inactive).
The U.S. qualified defined benefit plan was amended effective January 1, 2011, to split the plan into two separate plans based on participant status–one plan including the active participants and one plan including the inactive participants. The plans were remeasured at January 1, 2011, with discount rates of 5.52% and 5.01% used to measure the initial projected benefit obligation of the “active plan” and “inactive plan”, respectively. A discount rate of 5.25% had been used to measure the projected benefit obligation of the combined plan at December 31, 2010. The remeasurement resulted in an increase in the projected benefit obligation of less than $0.3 million. Actuarial losses on the combined plan in 2010 were amortized over the average remaining service life of the active participants, about 10 years. In 2011, the basis for amortizing such losses relating to the “inactive plan” will be the average remaining life expectancy of the inactive participants, about 22 years.
The expected long-term rate of return assumption for determining 2011 benefit plan expense has been lowered from 8.5% to 8.0% for the “active plan” in order to reflect changes in the expected long-term rates of return for each asset class. The Company intends to manage the investment portfolio of the “inactive plan” assets in such a way as to reduce market risk over the long term. Accordingly, the expected long-term rate of return assumption for the “inactive plan” for determining 2011 benefit plan expense is 7.7% which reflects an expected shift of plan assets beginning in 2011 to a targeted portfolio weighted more heavily in fixed income securities.
Total benefit plan expense in 2011 is expected to be approximately $17 million lower than in 2010. Contributing to the decrease are higher expected returns on plan assets, driven by a 2011 asset base that is larger due to strong investment performance in 2010 and the $85 million contribution made in January 2011, and lower amortization expense resulting from the plan amendment discussed above.
The Company adjusts its discount rates at the end of each fiscal year based on yield curves of high-quality debt instruments over durations that match the expected benefit payouts of each plan. The expected rate of return assumption is derived by taking into consideration the targeted plan asset allocation, projected future returns by asset class and active investment management. A third party asset return model was used to develop an expected range of returns on plan investments over a 12 to 15 year period, with the expected rate of return selected from a best estimate range within the total range of projected results. The Company periodically rebalances its plan asset portfolio in order to maintain the targeted allocation levels. The rate of compensation increase assumption is generally based on salary and incentive increases. A key assumption for the U.S. retiree health and life insurance plan is a medical cost trend rate beginning at 8.0% for post-age 65 participants and trending down to an ultimate rate of 5.5% in 2016. The ultimate trend rate of 5.5% represents the Company’s best estimate of the long-term average annual medical cost increase over the duration of the plan’s liabilities. It provides for real growth in medical costs in excess of the overall inflation level.
Other assumptions and estimates impacting the projected liabilities of these plans include inflation, participant withdrawal and mortality rates and retirement ages. The Company annually reevaluates assumptions used in projecting the pension and postretirement liabilities and associated expense. These judgments, assumptions and estimates may affect the carrying value of pension and postretirement plan net assets and liabilities and pension and postretirement plan expenses in the Company’s Consolidated Financial Statements. The sensitivity to changes in the critical assumptions for the Company’s U.S. plans as of December 31, 2010, is as follows:

Assumption
($ in millions)	 	Percentage Point
Change	 	 	Projected Benefit
Obligation
Higher/(Lower)	 	 	Annual Expense
Higher/
(Lower)	 	
Discount rate	 	 	-.25 pts	  	 	$	32.3	  	 	$	2.7	  	
Expected return on assets	 	 	-.25 pts	  	 	 	N/A	  	 	$	1.9	  	
See Note 12 to the Consolidated Financial Statements for additional information on the Company’s pension and postretirement plans.
Recent accounting pronouncements
Information regarding recent accounting pronouncements is provided in Note 2 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

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Item 7A. Quantitative and qualitative disclosures about market risk
Information regarding market risk is provided in this Annual Report on Form 10-K under the following items and captions: “Conditions in foreign countries where the Company operates may reduce earnings” and “Foreign exchange rate fluctuations may reduce the Company’s earnings” in Item 1A-Risk Factors; “Risk Management” in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations; and in Note 8 to the Consolidated Financial Statements in Item 8 – Financial Statements and Supplementary Data.
Item 8. Financial statements and supplementary data
The Consolidated Financial Statements and Notes to the Consolidated Financial Statements are provided on pages F-1 through F-31 of this report. Selected quarterly financial data is provided in Note 18 to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

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Report of Independent Registered Public Accounting Firm
 
To the shareholders and directors of Sonoco Products Company:
In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Sonoco Products Company and its subsidiaries at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in  Internal Control—Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Charlotte, North Carolina
February 28, 2011

FORM 10-K            Sonoco 2010 Annual Report	 	 	F1	  	

Table of Contents
Consolidated Balance Sheets
Sonoco Products Company

 	 	 	 	 	 	 	 	 	
(Dollars and shares in thousands)
At December 31	  	2010	 	 	2009	 	
Assets	  	 	 	 	 	 	 	 	
Current Assets	  	 	 	 	 	 	 	 	
Cash and cash equivalents	  	$	158,249	  	 	$	185,245	  	
Trade accounts receivable, net of allowances of $8,614 in 2010 and $10,978 in 2009	  	 	508,144	  	 	 	428,293	  	
Other receivables	  	 	31,917	  	 	 	35,469	  	
Inventories	  	 	 	 	 	 	 	 	
Finished and in process	  	 	147,062	  	 	 	114,652	  	
Materials and supplies	  	 	222,365	  	 	 	173,876	  	
Prepaid expenses	  	 	66,782	  	 	 	33,300	  	
Deferred income taxes	  	 	22,997	  	 	 	25,738	  	
 	  	 	1,157,516	  	 	 	996,573	  	
Property, Plant and Equipment, Net	  	 	944,136	  	 	 	926,829	  	
Goodwill	  	 	839,748	  	 	 	813,530	  	
Other Intangible Assets, Net	  	 	130,400	  	 	 	115,044	  	
Long-term Deferred Income Taxes	  	 	42,100	  	 	 	57,105	  	
Other Assets	  	 	167,114	  	 	 	153,499	  	
Total Assets	  	$	3,281,014	  	 	$	3,062,580	  	
Liabilities and Equity	  	 	 	 	 	 	 	 	
Current Liabilities	  	 	 	 	 	 	 	 	
Payable to suppliers	  	$	436,785	  	 	$	375,365	  	
Accrued expenses and other	  	 	240,827	  	 	 	231,631	  	
Accrued wages and other compensation	  	 	79,109	  	 	 	68,319	  	
Notes payable and current portion of long-term debt	  	 	16,949	  	 	 	118,053	  	
Accrued taxes	  	 	6,979	  	 	 	12,271	  	
 	  	 	780,649	  	 	 	805,639	  	
Long-term Debt	  	 	603,941	  	 	 	462,743	  	
Pension and Other Postretirement Benefits	  	 	323,040	  	 	 	321,355	  	
Deferred Income Taxes	  	 	24,583	  	 	 	30,571	  	
Other Liabilities	  	 	41,108	  	 	 	61,642	  	
Commitments and Contingencies	  	 	 	 	 	 	 	 	
Sonoco Shareholders’ Equity	  	 	 	 	 	 	 	 	
Serial preferred stock, no par value	  	 	 	 	 	 	 	 	
Authorized 30,000 shares	  	 	 	 	 	 	 	 	
0 shares issued and outstanding as of December 31, 2010 and 2009	  	 	 	 	 	 	 	 	
Common shares, no par value	  	 	 	 	 	 	 	 	
Authorized 300,000 shares	  	 	 	 	 	 	 	 	
100,510 and 100,149 shares issued and outstanding
at December 31, 2010 and 2009, respectively	  	 	7,175	  	 	 	7,175	  	
Capital in excess of stated value	  	 	441,328	  	 	 	421,632	  	
Accumulated other comprehensive loss	  	 	(292,867	) 	 	 	(310,469	) 	
Retained earnings	  	 	1,336,155	  	 	 	1,248,043	  	
Total Sonoco Shareholders’ Equity	  	 	1,491,791	  	 	 	1,366,381	  	
Noncontrolling Interests	  	 	15,902	  	 	 	14,249	  	
Total Equity	  	 	1,507,693	  	 	 	1,380,630	  	
Total Liabilities and Equity	  	$	3,281,014	  	 	$	3,062,580	  	
The Notes beginning on page F6 are an integral part of these financial statements.
 
F2

Table of Contents
Consolidated Statements of Income
Sonoco Products Company

 	 	 	 	 	 	 	 	 	 	 	 	 	
(Dollars and shares in thousands except per share data)
Years ended December 31	  	2010	 	 	2009	 	 	2008	 	
Net sales	  	$	4,124,121	  	 	$	3,597,331	  	 	$	4,122,385	  	
Cost of sales	  	 	3,356,589	  	 	 	2,931,285	  	 	 	3,398,355	  	
Gross profit	  	 	767,532	  	 	 	666,046	  	 	 	724,030	  	
Selling, general and administrative expenses	  	 	405,356	  	 	 	386,459	  	 	 	374,396	  	
Restructuring/Asset impairment charges	  	 	23,999	  	 	 	26,801	  	 	 	100,061	  	
Income before interest and income taxes	  	 	338,177	  	 	 	252,786	  	 	 	249,573	  	
Interest expense	  	 	37,413	  	 	 	40,992	  	 	 	53,401	  	
Interest income	  	 	2,307	  	 	 	2,427	  	 	 	6,204	  	
Loss from the early extinguishment of debt	  	 	48,617	  	 	 	—	  	 	 	—	  	
Income before income taxes	  	 	254,454	  	 	 	214,221	  	 	 	202,376	  	
Provision for income taxes	  	 	64,485	  	 	 	66,818	  	 	 	54,797	  	
Income before equity in earnings of affiliates	  	 	189,969	  	 	 	147,403	  	 	 	147,579	  	
Equity in earnings of affiliates, net of tax	  	 	11,505	  	 	 	7,742	  	 	 	9,679	  	
Net income	  	 	201,474	  	 	 	155,145	  	 	 	157,258	  	
Net (income)/loss attributable to noncontrolling interests	  	 	(421	) 	 	 	(3,663	) 	 	 	7,350	  	
Net income attributable to Sonoco	  	$	201,053	  	 	$	151,482	  	 	$	164,608	  	
 	 	 	 	
Weighted average common shares outstanding:	  	 	 	 	 	 	 	 	 	 	 	 	
Basic	  	 	101,599	  	 	 	100,780	  	 	 	100,321	  	
Assuming exercise of awards	  	 	944	  	 	 	249	  	 	 	665	  	
Diluted	  	 	102,543	  	 	 	101,029	  	 	 	100,986	  	
 	 	 	 	
Per common share	  	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to Sonoco:	  	 	 	 	 	 	 	 	 	 	 	 	
Basic	  	$	1.98	  	 	$	1.50	  	 	$	1.64	  	
Diluted	  	$	1.96	  	 	$	1.50	  	 	$	1.63	  	
 	 	 	 	
Cash dividends	  	$	1.11	  	 	$	1.08	  	 	$	1.07	  	
 
Consolidated Statements of Comprehensive Income/(Loss)
Sonoco Products Company

 	 	 	 	 	 	 	 	 	 	 	 	 	
(Dollars in thousands)
Years ended December 31	  	2010	 	 	2009	 	 	2008	 	
Net income	  	$	201,474	  	 	$	155,145	  	 	$	157,258	  	
Other comprehensive income/(loss):	  	 	 	 	 	 	 	 	 	 	 	 	
Foreign currency translation adjustments	  	 	8,119	  	 	 	80,780	  	 	 	(144,612	) 	
Changes in defined benefit plans, net of tax	  	 	13,621	  	 	 	56,149	  	 	 	(194,149	) 	
Change in derivative financial instruments, net of tax	  	 	(2,906	) 	 	 	8,526	  	 	 	(11,600	) 	
Comprehensive income/(loss)	  	 	220,308	  	 	 	300,600	  	 	 	(193,103	) 	
Comprehensive (income)/loss attributable to noncontrolling interests	  	 	(1,653	) 	 	 	(4,908	) 	 	 	10,406	  	
Comprehensive income/(loss) attributable to Sonoco	  	$	218,655	  	 	$	295,692	  	 	$	(182,697	) 	
The Notes beginning on page F6 are an integral part of these financial statements

FORM 10-K            Sonoco 2010 Annual Report	 	 	F3	  	

Table of Contents
Consolidated Statements of Changes in Total Equity
Sonoco Products Company

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Dollars and shares in thousands)	  	Total
Equity	 	 	Common Shares	 	  	Capital in
Excess of
Stated
Value	 	 	Accumulated
Other
Comprehensive
Loss	 	 	Retained
Earnings	 	 	Non-
controlling
Interests	 	 	
 	  	 	 	 	Outstanding	 	 	Amount	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
January 1, 2008	  	$	1,463,486	  	 	 	99,431	  	 	$	7,175	  	  	$	391,628	  	 	$	(107,374	) 	 	$	1,150,108	  	 	$	21,949	  	 	 	 	 	
Net income	  	 	157,258	  	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	164,608	  	 	 	(7,350	) 	 	 	 	 	
Other comprehensive income/(loss):	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Translation loss	  	 	(144,612	) 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	(141,556	) 	 	 	 	 	 	 	(3,056	) 	 	 	 	 	
Defined benefit plan adjustment 1	  	 	(194,149	) 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	(194,149	) 	 	 	 	 	 	 	 	 	 	 	 	 	
Derivative financial instruments 1	  	 	(11,600	) 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	(11,600	) 	 	 	 	 	 	 	 	 	 	 	 	 	
 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive loss	  	 	(350,361	) 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	(347,305	) 	 	 	 	 	 	 	(3,056	) 	 	 	 	 	
 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Dividends	  	 	(107,366	) 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	(107,366	) 	 	 	 	 	 	 	 	 	
Adjustment upon adoption of Emerging Issues Task Force Issue No. 06-10	  	 	(1,459	) 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	(1,459	) 	 	 	 	 	 	 	 	 	
Adjustment to apply measurement date provisions of FAS 158 1	  	 	(351	) 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	(351	) 	 	 	 	 	 	 	 	 	
Issuance of stock awards	  	 	9,977	  	 	 	332	  	 	 	 	 	  	 	9,977	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Shares repurchased	  	 	(843	) 	 	 	(31	) 	 	 	 	 	  	 	(843	) 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation	  	 	4,177	  	 	 	 	 	 	 	 	 	  	 	4,177	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2008	  	$	1,174,518	  	 	 	99,732	  	 	$	7,175	  	  	$	404,939	  	 	$	(454,679	) 	 	$	1,205,540	  	 	$	11,543	  	 	 	 	 	
Net income	  	 	155,145	  	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	151,482	  	 	 	3,663	  	 	 	 	 	
Other comprehensive income/(loss):	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Translation gain	  	 	80,780	  	 	 	 	 	 	 	 	 	  	 	 	 	 	 	79,535	  	 	 	 	 	 	 	1,245	  	 	 	 	 	
Defined benefit plan adjustment 1	  	 	56,149	  	 	 	 	 	 	 	 	 	  	 	 	 	 	 	56,149	  	 	 	 	 	 	 	 	 	 	 	 	 	
Derivative financial instruments 1	  	 	8,526	  	 	 	 	 	 	 	 	 	  	 	 	 	 	 	8,526	  	 	 	 	 	 	 	 	 	 	 	 	 	
 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income	  	 	145,455	  	 	 	 	 	 	 	 	 	  	 	 	 	 	 	144,210	  	 	 	 	 	 	 	1,245	  	 	 	 	 	
 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Dividends	  	 	(108,979	) 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	(108,979	) 	 	 	 	 	 	 	 	 	
Dividends paid to noncontrolling interests	  	 	(2,202	) 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	(2,202	) 	 	 	 	 	
Issuance of stock awards	  	 	9,316	  	 	 	468	  	 	 	 	 	  	 	9,316	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Shares repurchased	  	 	(1,239	) 	 	 	(51	) 	 	 	 	 	  	 	(1,239	) 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation	  	 	8,616	  	 	 	 	 	 	 	 	 	  	 	8,616	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2009	  	$	1,380,630	  	 	 	100,149	  	 	$	7,175	  	  	$	421,632	  	 	$	(310,469	) 	 	$	1,248,043	  	 	$	14,249	  	 	 	 	 	
Net income	  	 	201,474	  	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	201,053	  	 	 	421	  	 	 	 	 	
Other comprehensive income/(loss):	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Translation gain	  	 	8,119	  	 	 	 	 	 	 	 	 	  	 	 	 	 	 	6,887	  	 	 	 	 	 	 	1,232	  	 	 	 	 	
Defined benefit plan adjustment 1	  	 	13,621	  	 	 	 	 	 	 	 	 	  	 	 	 	 	 	13,621	  	 	 	 	 	 	 	 	 	 	 	 	 	
Derivative financial instruments 1	  	 	(2,906	) 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	(2,906	) 	 	 	 	 	 	 	 	 	 	 	 	 	
 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income	  	 	18,834	  	 	 	 	 	 	 	 	 	  	 	 	 	 	 	17,602	  	 	 	 	 	 	 	1,232	  	 	 	 	 	
 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Dividends	  	 	(112,941	) 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	(112,941	) 	 	 	 	 	 	 	 	 	
Issuance of stock awards	  	 	28,550	  	 	 	1,099	  	 	 	 	 	  	 	28,550	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Shares repurchased	  	 	(24,658	) 	 	 	(738	) 	 	 	 	 	  	 	(24,658	) 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation	  	 	15,804	  	 	 	 	 	 	 	 	 	  	 	15,804	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2010	  	$	1,507,693	  	 	 	100,510	  	 	$	7,175	  	  	$	441,328	  	 	$	(292,867	) 	 	$	1,336,155	  	 	$	15,902	  	 	 	 	 	
1	net of tax	
The Notes beginning on page F6 are an integral part of these financial statements.
 
F4

Table of Contents
 
Consolidated Statements of Cash Flows
Sonoco Products Company

 	 	 	 	 	 	 	 	 	 	 	 	 	
(Dollars in thousands)
Years ended December 31	  	2010	 	 	2009	 	 	2008	 	
Cash Flows from Operating Activities	  	 	 	 	 	 	 	 	 	 	 	 	
Net income	  	$	201,474	  	 	$	155,145	  	 	$	157,258	  	
Adjustments to reconcile net income to net cash provided by operating activities	  	 	 	 	 	 	 	 	 	 	 	 	
Financial asset impairment	  	 	—	  	 	 	—	  	 	 	42,651	  	
Asset impairment and pension curtailment	  	 	9,962	  	 	 	12,197	  	 	 	28,995	  	
Loss from early extinguishment of debt	  	 	48,617	  	 	 	—	  	 	 	—	  	
Depreciation, depletion and amortization	  	 	169,665	  	 	 	173,587	  	 	 	183,034	  	
Share-based compensation expense	  	 	15,804	  	 	 	8,616	  	 	 	4,177	  	
Equity in earnings of affiliates	  	 	(11,505	) 	 	 	(7,742	) 	 	 	(9,679	) 	
Cash dividends from affiliated companies	  	 	17,123	  	 	 	5,563	  	 	 	7,632	  	
Loss (Gain) on disposition of assets	  	 	1,422	  	 	 	(14,731	) 	 	 	(2,476	) 	
Pension and postretirement plan expense	  	 	52,599	  	 	 	81,380	  	 	 	30,756	  	
Pension and postretirement plan contributions	  	 	(29,194	) 	 	 	(122,195	) 	 	 	(20,492	) 	
Tax effect of nonqualified stock options	  	 	5,063	  	 	 	1,990	  	 	 	811	  	
Excess tax benefit of share-based compensation	  	 	(4,209	) 	 	 	(1,030	) 	 	 	(711	) 	
Net increase (decrease) in deferred taxes	  	 	12,498	  	 	 	21,689	  	 	 	(18,844	) 	
Change in assets and liabilities, net of effects from acquisitions, dispositions, and foreign currency adjustments	  	 	 	 	 	 	 	 	 	 	 	 	
Trade accounts receivable	  	 	(66,410	) 	 	 	(16,057	) 	 	 	58,627	  	
Inventories	  	 	(57,071	) 	 	 	36,492	  	 	 	5,017	  	
Payable to suppliers	  	 	43,255	  	 	 	15,438	  	 	 	(62,614	) 	
Prepaid expenses	  	 	(1,330	) 	 	 	7,393	  	 	 	(7,721	) 	
Accrued expenses	  	 	19,757	  	 	 	22,233	  	 	 	(23,659	) 	
Income taxes payable and other income tax items	  	 	(49,993	) 	 	 	8,811	  	 	 	(1,041	) 	
Fox River environmental reserves and insurance receivable	  	 	(1,687	) 	 	 	(6,997	) 	 	 	38,415	  	
Other assets and liabilities	  	 	(704	) 	 	 	9,206	  	 	 	(30,742	) 	
Net cash provided by operating activities	  	 	375,136	  	 	 	390,988	  	 	 	379,394	  	
Cash Flows from Investing Activities	  	 	 	 	 	 	 	 	 	 	 	 	
Purchase of property, plant and equipment	  	 	(145,910	) 	 	 	(104,150	) 	 	 	(123,114	) 	
Cost of acquisitions, net of cash acquired	  	 	(137,835	) 	 	 	(5,504	) 	 	 	(5,535	) 	
Proceeds from the sale of assets	  	 	8,486	  	 	 	19,909	  	 	 	19,758	  	
Net increase in investment in affiliates and other	  	 	(8,450	) 	 	 	(1,765	) 	 	 	(1,293	) 	
Net cash used by investing activities	  	 	(283,709	) 	 	 	(91,510	) 	 	 	(110,184	) 	
Cash Flows from Financing Activities	  	 	 	 	 	 	 	 	 	 	 	 	
Proceeds from issuance of debt	  	 	365,415	  	 	 	24,103	  	 	 	39,102	  	
Principal repayment of debt	  	 	(358,927	) 	 	 	(45,256	) 	 	 	(118,115	) 	
Net increase (decrease) in commercial paper borrowings	  	 	30,000	  	 	 	(95,000	) 	 	 	(74,000	) 	
Excess cash costs of early extinguishment of debt	  	 	(49,888	) 	 	 	—	  	 	 	—	  	
Net (decrease) increase in outstanding checks	  	 	(71	) 	 	 	(2,568	) 	 	 	11,855	  	
Cash dividends – common	  	 	(111,756	) 	 	 	(107,887	) 	 	 	(106,558	) 	
Proceeds from interest rate swap	  	 	5,939	  	 	 	—	  	 	 	—	  	
Excess tax benefit of share-based compensation	  	 	4,209	  	 	 	1,030	  	 	 	711	  	
Shares acquired	  	 	(24,658	) 	 	 	(1,239	) 	 	 	(843	) 	
Common shares issued	  	 	23,155	  	 	 	7,159	  	 	 	6,470	  	
Net cash used by financing activities	  	 	(116,582	) 	 	 	(219,658	) 	 	 	(241,378	) 	
Effects of Exchange Rate Changes on Cash	  	 	(1,841	) 	 	 	3,770	  	 	 	3,065	  	
(Decrease) Increase in Cash and Cash Equivalents	  	 	(26,996	) 	 	 	83,590	  	 	 	30,897	  	
Cash and cash equivalents at beginning of year	  	 	185,245	  	 	 	101,655	  	 	 	70,758	  	
Cash and cash equivalents at end of year	  	$	158,249	  	 	$	185,245	  	 	$	101,655	  	
Supplemental Cash Flow Disclosures	  	 	 	 	 	 	 	 	 	 	 	 	
Interest paid, net of amounts capitalized	  	$	37,464	  	 	$	34,731	  	 	$	43,474	  	
Income taxes paid, net of refunds	  	$	96,918	  	 	$	34,328	  	 	$	73,872	  	
The Notes beginning on page F6 are an integral part of these financial statements.

FORM 10-K            Sonoco 2010 Annual Report	 	 	F5	  	

Table of Contents
Notes to the Consolidated Financial Statements
Sonoco Products Company (dollars in thousands except per share data)
 
1. Summary of significant accounting policies
Basis of Presentation
The Consolidated Financial Statements include the accounts of Sonoco Products Company and its majority-owned subsidiaries (the “Company” or “Sonoco”) after elimination of intercompany accounts and transactions.
Investments in affiliated companies in which the Company shares control over the financial and operating decisions, but in which the Company is not the primary beneficiary, are accounted for by the equity method of accounting. Income applicable to these equity investments is reflected in “Equity in earnings of affiliates, net of tax” in the Consolidated Statements of Income. The aggregate carrying value of equity investments is reported in “Other Assets” in the Company’s Consolidated Balance Sheets and totaled $107,288 and $99,940 at December 31, 2010 and 2009, respectively.
Affiliated companies in which the Company held a significant investment at December 31, 2010, included:

Entity	  	Ownership Interest
Percentage at
December 31, 2010	 	
RTS Packaging JVCO	  	 	35.0%	  	
Cascades Conversion, Inc.	  	 	50.0%	  	
Cascades Sonoco, Inc.	  	 	50.0%	  	
Showa Products Company Ltd.	  	 	20.0%	  	
Conitex Sonoco Holding BVI Ltd.	  	 	30.0%	  	
Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) 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.
Revenue Recognition
The Company records revenue when title and risk of ownership pass to the customer, and when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the sales price to the customer is fixed or determinable and when collectibility is reasonably assured. Certain judgments, such as provisions for estimates of sales returns and allowances, are required in the application of the Company’s revenue policy and, therefore, the results of operations in its Consolidated Financial Statements. Shipping and handling expenses are included in “Cost of sales,” and freight charged to customers is included in “Net sales” in the Company’s Consolidated Statements of Income.
Accounts Receivable and Allowance for Doubtful Accounts
The Company’s trade accounts receivable are non-interest bearing and are recorded at the invoiced amounts. The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. Provisions are made to the allowance for doubtful accounts at such time that collection of all or part of a trade account receivable is in question. The allowance for doubtful accounts is monitored on a regular basis and adjustments are made as needed to ensure that the account properly reflects the Company’s best estimate of uncollectible trade accounts receivable. Trade accounts receivable balances that are more than 180 days past due are generally 100% provided for in the allowance for doubtful accounts. Account balances are charged off against the allowance for doubtful accounts when the Company determines that the receivable will not be recovered.
One of the Company’s customers represented approximately 8% and 11% of the consolidated trade accounts receivable at December 31, 2010 and 2009, respectively. Sales to this customer accounted for approximately 10% of the Company’s consolidated revenues in 2010 and 12% of the Company’s consolidated revenue in both 2009 and 2008, and were primarily reported in the Consumer Packaging and Packaging Services segments. The Company’s next largest customer comprised approximately 5% of the Company’s consolidated revenues in 2010 and 4% in 2009 and 2008.
Research and Development
Research and development costs are charged to expense as incurred and include salaries and other directly related expenses. Research and development costs totaling $17,801 in 2010, $14,487 in 2009 and $15,888 in 2008, are included in “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income.
Restructuring and Asset Impairment
Costs associated with exit or disposal activities are recognized when the liability is incurred. If assets become impaired as a result of a restructuring action, the assets are written down to fair value, less estimated costs to sell, if applicable. A number of significant estimates and assumptions are involved in the determination of fair value. The Company considers historical experience and all available information at the time the estimates are made; however, the amounts that are ultimately realized upon the sale of divested assets may differ from the estimated fair values reflected in the Company’s Consolidated Financial Statements.
Cash and Cash Equivalents
Cash equivalents are composed of highly liquid investments with an original maturity of three months or less. Cash equivalents are recorded at cost, which approximates market.
Inventories
Inventories are stated at the lower of cost or market. The last-in, first-out (LIFO) method is used for the valuation of certain of the Company’s domestic inventories, primarily metal, internally manufactured paper and paper purchased from third parties.
The LIFO method of accounting was used to determine the costs of approximately 21% and 23% of total inventories at December 31, 2010 and 2009, respectively. The remaining inventories are determined on the first-in, first-out (FIFO) method.
 
F6

Table of Contents
If the FIFO method of accounting had been used for all inventories, total inventory would have been higher by $17,168 and $19,155 at December 31, 2010 and 2009, respectively.
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 lives of the assets, and are reviewed for impairment whenever events indicate the carrying value may not be recoverable.
Equipment lives generally range from three to 11 years, and buildings from 15 to 40 years.
Timber resources are stated at cost. Depletion is charged to operations based on the estimated number of units of timber cut during the year.
Goodwill and Other Intangible Assets
The Company evaluates its goodwill for impairment at least annually, and more frequently if indicators of impairment are present. In performing the impairment test, the Company uses discounted future cash flows to estimate the fair value of each reporting unit giving consideration to multiples it believes could be obtained in a sale. If the fair value of the reporting unit exceeds the carrying value of the reporting unit’s assets, including goodwill, there is no impairment. Otherwise, if the carrying value of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment charge is recognized for the excess. Purchased goodwill is not amortized.
Intangible assets are amortized, usually on a straight-line basis, over their respective useful lives, which generally range from three to 20 years. The Company evaluates its intangible assets for impairment whenever indicators of impairment exist. The Company has no intangibles with indefinite lives.
Income Taxes
The Company provides for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting requirements and tax laws. Assets and liabilities are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
Derivatives
The Company uses derivatives to mitigate the effect of fluctuations in some of its raw material and energy costs, foreign currency fluctuations and interest rate movements. The Company purchases commodities such as recovered paper, metal and energy generally at market or at fixed prices that are established with the vendor as part of the purchase process for quantities expected to be consumed in the ordinary course of business. The Company may enter into commodity futures or swaps to reduce the effect of price fluctuations. The Company may use foreign currency forward contracts and other risk management instruments to manage exposure to changes in foreign currency cash flows and the translation of monetary assets and liabilities on the Company’s consolidated financial statements. The Company is exposed to interest-rate fluctuations as a result of using debt as a source of financing for its operations. The Company may from time to time use traditional, unleveraged interest rate swaps to adjust its mix of fixed and variable rate debt to manage its exposure to interest rate movements.
The Company records its derivatives as assets or liabilities on the balance sheet at fair value using published market prices or estimated values based on current price quotes and a discounted cash flow model to estimate the fair market value of derivatives. Changes in the fair value of derivatives are recognized either in net income or in other comprehensive income, depending on the designated purpose of the derivative. It is the Company’s policy not to speculate in derivative instruments.
Reportable Segments
The Company identifies its reportable segments by evaluating the level of detail reviewed by the chief operating decision maker, gross profit margins, nature of products sold, nature of the production processes, type and class of customer, methods used to distribute product, and nature of the regulatory environment. Of these factors, the Company believes that the most significant are the nature of its products and the type of customers served.
Contingencies
Pursuant to U.S. GAAP for accounting for contingencies, accruals for estimated losses are recorded at the time information becomes available indicating that losses are probable and that the amounts are reasonably estimable. Amounts so accrued are not discounted.
2. New accounting pronouncements
In June 2009, the Financial Accounting Standards Board issued FAS No.168, “The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162.” This statement established the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative U.S. generally accepted accounting principles (GAAP). This statement became effective for financial statements issued for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents were superseded. Accordingly, in all of its subsequent public filings the Company will reference the Codification as the sole source of authoritative literature.
No significant new accounting guidance became effective for the Company during fiscal 2010. As of December 31, 2010, there was no issued guidance pending future adoption that is expected to have a significant impact on the Company’s financial statements when adopted.
3. Acquisitions
The Company completed four acquisitions during 2010 at an aggregate cost of $137,835 in cash. These acquisitions consisted of Associated Packaging Technologies, Inc. (APT), a supplier of thermoformed containers to the frozen food industry, Madem Reels USA, Inc., a manufacturer of nailed wood and plywood reels for the wire and cable industry, a small tube and core business in Canada, and a small tube and core business in Greece. APT operates four manufacturing facilities (two in the United States, one in Canada, and one in Ireland)

FORM 10-K            Sonoco 2010 Annual Report	 	 	F7	  	

Table of Contents
and employs more than 400 persons. The all-cash purchase price of APT, including the cost of paying off various obligations, was $119,968. The acquisition is expected to generate annualized sales of approximately $150,000, which will be accounted for in the Company’s Consumer Packaging segment. In conjunction with this acquisition, the Company recorded net tangible assets of $72,895, identifiable intangibles of $22,100 and goodwill of $24,973 (the majority of which is expected to be tax deductible). The all-cash purchase price for Madem Reels was $10,714, plus contingent consideration of $500, which is expected to be paid in the first quarter of 2011. The Madem Reels acquisition is expected to generate annualized sales of approximately $9,000, which will be accounted for in All Other Sonoco. In conjunction with this acquisition, the Company recorded net tangible assets of $8,263 and identifiable intangibles of $2,451. The aggregate cost of the Canadian and Greek tube and core businesses was $7,153 in cash and they are expected to generate annual sales of approximately $8,000 in the Tubes and Cores/Paper segment. In conjunction with these acquisitions, the Company recorded identifiable intangibles of $4,127 and other net tangible assets of $3,026.
Acquisition-related costs of $1,909 were incurred in connection with 2010 acquisitions. These costs, consisting primarily of legal and professional fees, are included in “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income.
The Company completed one acquisition during 2009 at an aggregate cost of $5,004 in cash plus contingent consideration estimated at $2,208. This acquisition consisted of the injection molded plastics spools and reels assets and business of EconoReel Corporation of Logan, Utah, and additional manufacturing assets of Southern Reel, a subsidiary of EconoReel. In conjunction with this acquisition, the Company recorded identifiable intangibles of $3,250, goodwill of $2,504, tangible assets of $1,458, and a contingent purchase liability of $2,208. Also in 2009, the Company recorded $500 of additional goodwill related to the payment of contingent consideration on its 2008 acquisition of Amtex Packaging, Inc.
The Company completed two acquisitions during 2008 at an aggregate cost of $5,535 in cash – Amtex Packaging, Inc., a packaging fulfillment company included in the Packaging Services segment, and VoidForm International Ltd., a Canada-based construction tube business included in the Tubes and Cores/Paper segment. In conjunction with these acquisitions, the Company recorded identifiable intangibles of $4,890, goodwill of $179, and other net tangible assets of $466.
The Company has accounted for these acquisitions as purchases and, accordingly, has included their results of operations in the Company’s consolidated statements of net income from the respective dates of acquisition. Pro forma results have not been provided, as the acquisitions were not material to the Company’s financial statements individually, or in the aggregate, in any single year.
4. Restructuring and asset impairment
The Company has engaged in a number of restructuring actions over the past several years. Actions initiated in 2010, 2009, 2008 and 2007 are reported as “2010 Actions,” “2009 Actions,” “2008 Actions” and “2007 Actions,” respectively. The Company has two formal restructuring plans that are still active, although both were substantially complete at December 31, 2010. These are reported as “Earlier Actions.”
Following are the total restructuring and asset impairment charges, net of adjustments, recognized by the Company during the periods presented:

 	  	Year Ended December 31	 	
  	  	2010	 	 	2009	 	 	2008	 	
Restructuring-related charges:	  	 	 	 	 	 	 	 	 	 	 	 	
2010 Actions	  	$	6,650	  	 	$	—	  	 	$	—	  	
2009 Actions	  	 	4,201	  	 	 	28,629	  	 	 	—	  	
2008 Actions	  	 	1,010	  	 	 	8,218	  	 	 	38,235	  	
2007 Actions	  	 	520	  	 	 	(10,739	) 	 	 	15,807	  	
Earlier Actions	  	 	(954	) 	 	 	693	  	 	 	3,368	  	
Total restructuring-related charges	  	$	11,427	  	 	$	26,801	  	 	$	57,410	  	
Other asset impairments	  	 	12,572	  	 	 	—	  	 	 	42,651	  	
Restructuring/Asset impairment charges	  	$	23,999	  	 	$	26,801	  	 	$	100,061	  	
Income tax benefit	  	 	(9,295	) 	 	 	(8,458	) 	 	 	(34,158	) 	
Equity method investments, net of tax	  	 	671	  	 	 	908	  	 	 	—	  	
Impact of Noncontrolling Interests, net of tax	  	 	139	  	 	 	3,787	  	 	 	(4,102	) 	
Total impact of Restructuring/Asset impairment charges, net of tax	  	$	15,514	  	 	$	23,038	  	 	$	61,801	  	
Restructuring and asset impairment charges are included in “Restructuring/Asset impairment charges” in the Consolidated Statements of Income, except for restructuring and asset impairment charges related to equity method investments, which are included in “Equity in earnings of affiliates, net of tax.”
The Company expects to recognize future additional costs totaling approximately $3,600 in connection with previously announced restructuring actions. The Company believes that the majority of these charges will be incurred and paid by the end of 2011. The Company continually evaluates its cost structure, including its manufacturing capacity, and additional restructuring actions may be undertaken.
 
F8

Table of Contents
 
2010 Actions
During 2010, the Company initiated the consolidation of two manufacturing operations in the Packaging Services segment into a single facility as well as the closures of two North American tube and core plants and a North American molded plug manufacturing plant (part of the Tubes and Cores/Paper segment). In addition, the Company continued to realign its cost structure resulting in the elimination of 112 positions in 2010.
Below is a summary of 2010 Actions and related expenses by type incurred and estimated to be incurred through completion.

2010 Actions	  	Total
Incurred
to Date	 	 	Estimated
Total
Cost	 	
Severance and Termination Benefits	  	 	 	 	 	 	 	 	
Tubes and Cores/Paper segment	  	$	2,402	  	 	$	2,802	  	
Consumer Packaging segment	  	 	705	  	 	 	705	  	
Packaging Services segment	  	 	1,555	  	 	 	1,555	  	
All Other Sonoco	  	 	118	  	 	 	118	  	
Corporate	  	 	36	  	 	 	36	  	
Asset Impairment/Disposal of Assets	  	 	 	 	 	 	 	 	
Tubes and Cores/Paper segment	  	 	889	  	 	 	889	  	
Packaging Services segment	  	 	(136	) 	 	 	(136	) 	
All Other Sonoco	  	 	369	  	 	 	369	  	
Other Costs	  	 	 	 	 	 	 	 	
Tubes and Cores/Paper segment	  	 	59	  	 	 	559	  	
Consumer Packaging segment	  	 	19	  	 	 	19	  	
Packaging Services segment	  	 	333	  	 	 	483	  	
All Other Sonoco	  	 	301	  	 	 	451	  	
Total Charges and Adjustments	  	$	6,650	  	 	$	7,850	  	
The following table sets forth the activity in the 2010 Actions restructuring accrual included in “Accrued expenses and other” on the Company’s Consolidated Balance Sheets:

2010 Actions
Accrual Activity	 	Severance
and
Termination
Benefits	 	 	Asset
Impairment/
Disposal
of Assets	 	 	Other
Costs	 	 	Total	 	
Liability, December 31, 2009	 	$	—	  	 	$	—	  	 	$	—	  	 	$	—	  	
2010 charges	 	 	4,813	  	 	 	1,356	  	 	 	712	  	 	 	6,881	  	
Adjustments	 	 	3	  	 	 	(234	) 	 	 	—	  	 	 	(231	) 	
Cash receipts/(payments)	 	 	(3,523	) 	 	 	560	  	 	 	(654	) 	 	 	(3,617	) 	
Asset write downs/disposals	 	 	—	  	 	 	(1,682	) 	 	 	—	  	 	 	(1,682	) 	
Foreign currency translation	 	 	(11	) 	 	 	—	  	 	 	1	  	 	 	(10	) 	
Liability, December 31, 2010	 	$	1,282	  	 	$	—	  	 	$	59	  	 	$	1,341	  	
“Other Costs” consist primarily of lease termination costs and costs related to plant closures including the cost of equipment removal, utilities, plant security, property taxes and insurance. “Adjustments” consist primarily of gains on the sale of equipment.
The Company expects to pay the majority of the remaining 2010 Actions restructuring costs by the end of 2011 using cash generated from operations.
2009 Actions
During 2009, the Company closed a paper mill in the United States and five tube and core plants – three in the United States, one in Europe, and one in Canada (all part of the Tubes and Cores/Paper segment). The Company also closed two rigid paper packaging plants in the United States (part of the Consumer Packaging segment), a fulfillment service center in Germany (part of the Packaging Services segment), a molded plastics facility in the United States (part of All Other Sonoco) and a wooden reel facility in the United States (part of All Other Sonoco). The Company also sold a small Canadian recovered paper brokerage business with annual sales of approximately $7,000 and continued to realign its fixed cost structure resulting in the elimination of approximately 225 positions in 2009.
Below is a summary of 2009 Actions and related expenses by type incurred and estimated to be incurred through the end of the restructuring initiative.

2009 Actions	 	Year Ended
December 31,	 	 	Total
Incurred
to Date	 	 	Estimated
Total
Cost	 	 	
 	 	2010	 	 	2009	 	 	 	 	 	 	 	 	
Severance and Termination Benefits	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tubes and Cores/Paper segment	 	$	1,683	  	 	$	13,525	  	 	$	15,208	  	 	$	15,208	  	 	
Consumer Packaging segment	 	 	310	  	 	 	2,045	  	 	 	2,355	  	 	 	2,355	  	 	
Packaging Services segment	 	 	50	  	 	 	1,432	  	 	 	1,482	  	 	 	1,482	  	 	
All Other Sonoco	 	 	195	  	 	 	1,238	  	 	 	1,433	  	 	 	1,433	  	 	
Corporate	 	 	262	  	 	 	665	  	 	 	927	  	 	 	927	  	 	
Asset Impairment/Disposal of Assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tubes and Cores/Paper segment	 	 	(2,264	) 	 	 	6,383	  	 	 	4,119	  	 	 	4,119	  	 	
Consumer Packaging segment	 	 	20	  	 	 	556	  	 	 	576	  	 	 	576	  	 	
Packaging Services segment	 	 	—	  	 	 	7	  	 	 	7	  	 	 	7	  	 	
All Other Sonoco	 	 	2	  	 	 	303	  	 	 	305	  	 	 	305	  	 	
Other Costs	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tubes and Cores/Paper segment	 	 	2,869	  	 	 	1,916	  	 	 	4,785	  	 	 	5,585	  	 	
Consumer Packaging segment	 	 	746	  	 	 	79	  	 	 	825	  	 	 	1,300	  	 	
Packaging Services segment	 	 	180	  	 	 	145	  	 	 	325	  	 	 	325	  	 	
All Other Sonoco	 	 	148	  	 	 	335	  	 	 	483	  	 	 	483	  	 	
Total Charges and Adjustments	 	$	4,201	  	 	$	28,629	  	 	$	32,830	  	 	$	34,105	  	 	

FORM 10-K            Sonoco 2010 Annual Report	 	 	F9	  	

Table of Contents
The following table sets forth the activity in the 2009 Actions restructuring accrual included in “Accrued expenses and other” on the Company’s Consolidated Balance Sheets:

2009 Actions
Accrual Activity	 	Severance
and
Termination
Benefits	 	 	Asset
Impairment/
Disposal
of Assets	 	 	Other
Costs	 	 	Total	 	
Liability, December 31, 2008	 	$	—	  	 	$	—	  	 	$	—	  	 	$	—	  	
2009 charges	 	 	19,180	  	 	 	8,025	  	 	 	2,475	  	 	 	29,680	  	
Adjustments	 	 	(275	) 	 	 	(776	) 	 	 	—	  	 	 	(1,051	) 	
Cash receipts/(payments)	 	 	(10,227	) 	 	 	2,775	  	 	 	(2,467	) 	 	 	(9,919	) 	
Asset write downs/disposals	 	 	—	  	 	 	(10,024	) 	 	 	—	  	 	 	(10,024	) 	
Foreign currency translation	 	 	147	  	 	 	—	  	 	 	3	  	 	 	150	  	
Liability, December 31, 2009	 	$	8,825	  	 	$	—	  	 	$	11	  	 	$	8,836	  	
2010 charges	 	 	1,336	  	 	 	420	  	 	 	3,943	  	 	 	5,699	  	
Adjustments	 	 	1,164	  	 	 	(2,662	) 	 	 	—	  	 	 	(1,498	) 	
Cash receipts/(payments)	 	 	(6,603	) 	 	 	4,885	  	 	 	(3,954	) 	 	 	(5,672	) 	
Asset write downs/disposals	 	 	—	  	 	 	(2,643	) 	 	 	—	  	 	 	(2,643	) 	
Foreign currency translation	 	 	(26	) 	 	 	—	  	 	 	—	  	 	 	(26	) 	
Liability, December 31, 2010	 	$	4,696	  	 	$	—	  	 	$	—	  	 	$	4,696	  	
During 2010, proceeds of $4,621 were received from the sale of the land and building associated with a former tube and core manufacturing facility in Europe that had been closed in 2009. A gain of $2,172 was recognized on the sale and is reflected under “Adjustments” in the table above. Additionally, adjustments totaling $1,164 were made in 2010 to the estimated severance charges that had been recognized late in 2009.
During 2009, proceeds of $2,775 were received from the disposal of a Canadian recovered paper brokerage business. The net book value of property, plant and equipment written off against the sales proceeds totaled $125. Also written off was associated goodwill totaling $1,643. The resulting gain of $1,007 is included under “2009 charges” in the table above.
The Company expects to pay the majority of the remaining 2009 Actions restructuring costs by the end of 2011 using cash generated from operations.
2008 Actions
During 2008, the Company initiated the following closures in its Tubes and Cores/Paper segment: ten tube and core plants, three in the United States, three in Canada, two in the United Kingdom, one in Spain, and one in China; two paper mills, one in the United States and one in Canada; and a specialty paper machine in the United States. In addition, closures were initiated of four rigid packaging plants in the United States (part of the Consumer Packaging segment) and two fulfillment centers in the United States (part of the Packaging Services segment). The Company also realigned its fixed cost structure resulting in the permanent elimination of approximately 125 salaried positions.
Below is a summary of 2008 Actions and related expenses by type incurred and estimated to be incurred through the end of the restructuring initiative.

2008 Actions	 	Year Ended
December 31,	 	 	Total
Incurred
to Date	 	 	Estimated
Total
Cost	 	 	
 	 	2010	 	 	2009	 	 	2008	 	 	 	 	 	 	 	 	
Severance and Termination Benefits	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tubes and Cores/Paper segment	 	$	(32	) 	 	$	3,036	  	 	$	8,221	  	 	$	11,225	  	 	$	11,225	  	 	
Consumer Packaging segment	 	 	5	  	 	 	(375	) 	 	 	4,102	  	 	 	3,732	  	 	 	3,732	  	 	
Packaging Services segment	 	 	(12	) 	 	 	87	  	 	 	1,368	  	 	 	1,443	  	 	 	1,443	  	 	
All Other Sonoco	 	 	(25	) 	 	 	—	  	 	 	563	  	 	 	538	  	 	 	538	  	 	
Corporate	 	 	14	  	 	 	106	  	 	 	1,734	  	 	 	1,854	  	 	 	1,854	  	 	
Asset Impairment/Disposal of Assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tubes and Cores/Paper segment	 	 	(437	) 	 	 	57	  	 	 	10,949	  	 	 	10,569	  	 	 	10,569	  	 	
Consumer Packaging segment	 	 	—	  	 	 	126	  	 	 	4,706	  	 	 	4,832	  	 	 	4,832	  	 	
Packaging Services segment	 	 	—	  	 	 	(365	) 	 	 	365	  	 	 	—	  	 	 	—	  	 	
Other Costs	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tubes and Cores/Paper segment	 	 	1,360	  	 	 	4,606	  	 	 	5,245	  	 	 	11,211	  	 	 	12,136	  	 	
Consumer Packaging segment	 	 	137	  	 	 	925	  	 	 	974	  	 	 	2,036	  	 	 	2,036	  	 	
Corporate	 	 	—	  	 	 	15	  	 	 	8	  	 	 	23	  	 	 	23	  	 	
Total Charges and Adjustments	 	$	1,010	  	 	$	8,218	  	 	$	38,235	  	 	$	47,463	  	 	$	48,388	  	 	
 
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Table of Contents
The following table sets forth the activity in the 2008 Actions restructuring accrual included in “Accrued expenses and other” on the Company’s Consolidated Balance Sheets:

2008 Actions
Accrual Activity	 	Severance
and
Termination
Benefits	 	 	Asset
Impairment/
Disposal
of Assets	 	 	Other
Costs	 	 	Total	 	
Liability, December 31, 2008	 	$	11,893	  	 	$	—	  	 	$	357	  	 	$	12,250	  	
2009 charges	 	 	3,226	  	 	 	792	  	 	 	5,649	  	 	 	9,667	  	
Adjustments	 	 	(372	) 	 	 	(974	) 	 	 	(103	) 	 	 	(1,449	) 	
Cash receipts/(payments)	 	 	(12,692	) 	 	 	1,149	  	 	 	(4,242	) 	 	 	(15,785	) 	
Asset write downs/disposals	 	 	—	  	 	 	(967	) 	 	 	—	  	 	 	(967	) 	
Foreign currency translation	 	 	185	  	 	 	—	  	 	 	(6	) 	 	 	179	  	
Pension curtailment/settlement	 	 	—	  	 	 	—	  	 	 	(941	) 	 	 	(941	) 	
Liability, December 31, 2009	 	$	2,240	  	 	$	—	  	 	$	714	  	 	$	2,954	  	
2010 charges	 	 	87	  	 	 	—	  	 	 	1,730	  	 	 	1,817	  	
Adjustments	 	 	(137	) 	 	 	(437	) 	 	 	(233	) 	 	 	(807	) 	
Cash receipts/(payments)	 	 	(1,926	) 	 	 	97	  	 	 	(1,958	) 	 	 	(3,787	) 	
Asset write downs/disposals	 	 	—	  	 	 	340	  	 	 	—	  	 	 	340	  	
Foreign currency translation	 	 	(36	) 	 	 	—	  	 	 	(3	) 	 	 	(39	) 	
Liability, December 31, 2010	 	$	228	  	 	$	—	  	 	$	250	  	 	$	478	  	
“Other Costs” in 2010 consist primarily of costs related to plant closures including the cost of equipment removal, utilities, plant security, property taxes and insurance. “Adjustments” in 2010 consist primarily of gains on the sale of equipment.
“Other Costs” in 2009 consist primarily of costs related to plant closures and settlement charges of $941 related to a defined benefit pension plan maintained for the hourly union employees of the Canadian paper mill. “Adjustments” in 2009 reflect a $974 gain from the sale of a building at a tube and core operation in Canada for which the Company received proceeds of $1,149.
The Company expects to pay the majority of the remaining 2008 Actions restructuring costs by the end of 2011 using cash generated from operations.
2007 Actions
In 2007, the Company initiated the closures of the following operations: a metal ends plant in Brazil (Consumer Packaging segment), a rigid packaging plant in the United States (part of the Consumer Packaging segment), a paper mill in China (part of the Tubes and Cores/Paper segment), a molded plastics plant in Turkey (part of All Other Sonoco), and a point-of-purchase display manufacturing plant in the United States (part of the Packaging Services segment).
Below is a summary of 2007 Actions and related expenses incurred, and estimated to be incurred, by segment through the end of the restructuring initiative.

2007 Actions	 	Year Ended December 31,	 	 	Total
Incurred
to Date	 	 	Estimated
Total
Cost	 	 	
 	 	2010	 	 	2009	 	 	2008	 	 	 	 	 	 	 	 	
Tubes and Cores/Paper segment	 	$	430	  	 	$	(10,881	) 	 	$	6,667	  	 	$	(2,636	) 	 	$	(2,536	) 	 	
Consumer Packaging segment	 	 	90	  	 	 	149	  	 	 	8,931	  	 	 	26,665	  	 	 	26,665	  	 	
Packaging Services segment	 	 	—	  	 	 	(7	) 	 	 	270	  	 	 	397	  	 	 	397	  	 	
All Other Sonoco	 	 	—	  	 	 	—	  	 	 	(61	) 	 	 	800	  	 	 	800	  	 	
Total Charges and Adjustments	 	$	520	  	 	$	(10,739	) 	 	$	15,807	  	 	$	25,226	  	 	$	25,326	  	 	
Sales proceeds of $14,671, net of commissions, were received in December 2008 related to the sale of the Company’s paper mill in China. At the time these proceeds were received, the book value of property, plant and equipment and land use rights (an intangible asset) was written off. The remaining sales proceeds totaling $11,211 were received during 2009, the full amount of which was reflected as a net gain upon receipt. At the time of the sale, the Company believed collectibility was uncertain; therefore, proceeds from this transaction were recorded on a cash basis and gains recognized only to the extent that cash collected exceeded the book value of the assets sold.
The accrual for 2007 Actions totaled $40 and $45 as of December 31, 2010 and 2009, respectively. The Company expects to pay the majority of the remaining 2007 Actions restructuring costs during 2011 using cash generated from operations.
During the years ended December 31, 2010, 2009 and 2008, the Company also recorded noncash, after-tax offsets in the amounts of $(139), $(3,805), and $2,971, respectively, to reflect the impact of the noncontrolling interest holder’s portion of gains and losses associated with the sale of the paper mill in China discussed above. The Company also recorded noncash, after-tax offsets in the amounts of $0, $18, and $1,131, to reflect the impact of another noncontrolling interest holder’s portion of restructuring costs charged to expense during the years ended December 31, 2010, 2009 and 2008, respectively.
Earlier Actions
Earlier Actions are comprised of two formal restructuring plans, the 2006 Plan and the 2003 Plan, both of which included a number of plant closures and workforce reductions. During 2010, the Company completed the sale of the land and buildings associated with a former paper mill in France resulting in the recognition of a $1,204 gain. This gain, which partially offsets asset impairment charges recognized in 2006 when the decision was made to close the facility, is included in “Restructuring/Asset impairment charges” in the Company’s Consolidated Statements of Income. At December 31, 2010, the remaining restructuring accrual for Earlier Actions was $463. The accrual, included in “Accrued expenses and other” on the Company’s Consolidated Balance Sheet, relates primarily to a building lease termination. The Company expects to recognize future pretax charges of approximately $100 associated with Earlier Actions, and expects both the liability and the future costs to be fully paid by the end of 2012 using cash generated from operations.

FORM 10-K            Sonoco 2010 Annual Report	 	 	F11	  	

Table of Contents
Other Asset Impairments
In addition to the restructuring charges discussed above, the Company recorded a pretax asset impairment charge of $12,572 in 2010 as a result of notification from a large customer that the Company’s contract to provide certain packaging would not be renewed in its entirety. The expected loss of business caused the Company to conclude that certain affected assets in its Consumer Packaging segment had been impaired.
In 2008, the Company recorded a pretax charge totaling $42,651, to record the impairment of a subordinated note receivable and preferred equity interest received in 2003 as part of the sale of its High Density Film business. The buyer filed a petition for relief under Chapter 11 with the United States Bankruptcy Court for the District of Delaware that included a plan of reorganization, which was subsequently approved by the court. As part of the plan of reorganization, the Company’s preferred equity interest and its subordinated note receivable were extinguished with no recovery by the Company.
These other asset impairment charges are included in “Restructuring/Asset impairment charges” in the Company’s Consolidated Statements of Income.
5. Cash and Cash Equivalents
At December 31, 2010 and 2009, outstanding checks totaling $21,589 and $21,069, respectively, were included in “Payable to suppliers” on the Company’s Consolidated Balance Sheets. In addition, outstanding payroll checks of $781 and $1,372 as of December 31, 2010 and 2009, respectively, were included in “Accrued wages and other compensation” on the Company’s Consolidated Balance Sheets.
The Company uses a notional pooling arrangement with an international bank to help manage global liquidity requirements. Under this pooling arrangement, the Company and its participating subsidiaries may maintain either cash deposit or borrowing positions through local currency accounts with the bank, so long as the aggregate position of the global pool is a notionally calculated net cash deposit. Because it maintains a security interest in the cash deposits, and has the right to offset the cash deposits against the borrowings, the bank provides the Company and its participating subsidiaries favorable interest terms on both. The Company’s Consolidated Balance Sheets reflect a net cash deposit under this pooling arrangement of $8,877 and $7,061 as of December 31, 2010 and 2009, respectively.
6. Property, Plant and Equipment
Details of the Company’s property, plant and equipment at December 31 are as follows:

  	 	2010	 	 	2009	 	
Land	 	$	71,663	  	 	$	74,281	  	
Timber resources	 	 	39,629	  	 	 	39,348	  	
Buildings	 	 	428,807	  	 	 	429,360	  	
Machinery and equipment	 	 	2,430,514	  	 	 	2,343,117	  	
Construction in progress	 	 	94,291	  	 	 	54,221	  	
 	 	 	3,064,904	  	 	 	2,940,327	  	
Accumulated depreciation and depletion	 	 	(2,120,768	) 	 	 	(2,013,498	) 	
Property, plant and equipment, net	 	$	944,136	  	 	$	926,829	  	
Estimated costs for completion of capital additions under construction totaled approximately $67,000 at December 31, 2010.
Depreciation and depletion expense amounted to $156,529 in 2010, $161,180 in 2009 and $170,032 in 2008.
The Company has certain properties and equipment that are leased under noncancelable operating leases. Future minimum rentals under noncancelable operating leases with terms of more than one year are as follows: 2011 – $34,000; 2012 – $28,500; 2013 – $20,000; 2014– $11,700; 2015 – $8,200 and thereafter – $12,000. Total rental expense under operating leases was approximately $49,500 in 2010, $50,100 in 2009 and $52,900 in 2008.
7. Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill for the year ended December 31, 2010, are as follows:

  	 	Tubes and
Cores
/Paper
Segment	 	 	Consumer
Packaging
Segment	 	 	Packaging
Services
Segment	 	 	All
Other
Sonoco	 	 	Total	 	
Balance as of January 1, 2010	 	$	236,875	  	 	$	357,798	  	 	$	150,082	  	 	$	68,775	  	 	$	813,530	  	
Goodwill on acquisitions	 	 	—	  	 	 	24,973	  	 	 	—	  	 	 	—	  	 	 	24,973	  	
Other	 	 	(216	) 	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(216	) 	
Foreign currency translation	 	 	(5,022	) 	 	 	6,613	  	 	 	—	  	 	 	(130	) 	 	 	1,461	  	
Balance as of December 31, 2010	 	$	231,637	  	 	$	389,384	  	 	$	150,082	  	 	$	68,645	  	 	$	839,748	  	
The Company recorded $24,973 of goodwill in 2010 in connection with its acquisition of the thermoformed container business of Associated Packaging Technologies, Inc.
“Other” consists of goodwill associated with a small Chilean tube and core business that was contributed to a new joint venture in 2010. The Company accounts for its 19.5% ownership in the new joint venture under the cost method.
The Company completed its most recent annual goodwill impairment testing during the third quarter of 2010. Based on the results of this evaluation, the Company concluded that there was no impairment of goodwill for any of its reporting units. For 2010 testing purposes, the fair values of the Company’s reporting units were estimated based on projections of future years’ operating results and associated cash flows, together with comparable trading and transaction multiples. The Company’s projections incorporated management’s expectations for future growth and, where applicable, improved operating margins. Should such growth and/or margin improvement not materialize as projected, or if the Company’s assessments of the relevant facts and circumstances change, noncash impairment charges may be required. Reporting units with significant goodwill whose results need to show improvement included Tubes & Cores/Paper – Europe, Matrix Packaging, Flexible Packaging, Packaging Services, and Rigid Paper Containers – Australia/New Zealand. Total goodwill associated with
 
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these reporting units was approximately $102,000, $130,000, $94,000, $150,000, and $6,000, respectively at December 31, 2010.
Other Intangible Assets
Details at December 31 are as follows:

  	  	2010	 	 	2009	 	
Other Intangible Assets, Gross:	  	 	 	 	 	 	 	 	
Patents	  	$	2,264	  	 	$	2,592	  	
Customer lists	  	 	180,673	  	 	 	161,007	  	
Land use rights	  	 	354	  	 	 	340	  	
Supply agreements	  	 	1,000	  	 	 	1,000	  	
Other	  	 	16,409	  	 	 	7,830	  	
Other Intangible Assets, Gross	  	$	200,700	  	 	$	172,769	  	
Accumulated Amortization	  	$	(70,300	) 	 	$	(57,725	) 	
Other Intangible Assets, Net	  	$	130,400	  	 	$	115,044	  	
The Company recorded $28,678 of identifiable intangibles in connection with 2010 acquisitions. Of this total, $19,882 related to customer lists and $8,796 related to other intangible assets, primarily proprietary technology, as well as trademarks, a patent and a non-compete agreement. The customer lists will be amortized over a period of 12 to 15 years while the other intangible assets will be amortized over lives ranging from three to 10 years.
Aggregate amortization expense on intangible assets was $13,136, $12,407 and $13,002 for the years ended December 31, 2010, 2009 and 2008, respectively. Amortization expense on intangible assets is expected to approximate $14,300 in 2011, $13,700 in 2012, $13,400 in 2013, $13,100 in 2014 and $11,800 in 2015.
8. Debt
Debt at December 31 was as follows:

  	  	2010	 	  	2009	 	
Commercial paper, average rate of 0.32% in 2010 and 0.67% in 2009	  	$	30,000	  	  	$	0	  	
6.75% debentures due November 2010	  	 	—	  	  	 	99,986	  	
6.5% debentures due November 2013	  	 	119,937	  	  	 	248,984	  	
5.625% debentures due November 2016	  	 	75,057	  	  	 	149,537	  	
9.2% debentures due August 2021	  	 	4,321	  	  	 	41,305	  	
5.75% debentures due November 2040	  	 	350,783	  	  	 	—	  	
Foreign denominated debt, average rate of 8.4% in 2010 and 9.4% in 2009	  	 	27,760	  	  	 	27,229	  	
Other notes	  	 	13,032	  	  	 	13,755	  	
Total debt	  	 	620,890	  	  	 	580,796	  	
Less current portion and short-term notes	  	 	16,949	  	  	 	118,053	  	
Long-term debt	  	$	603,941	  	  	$	462,743	  	
The Company currently operates a $350,000 commercial paper program, supported by a committed bank credit facility of the same amount. On October 18, 2010, the Company entered into an amended and restated credit agreement for that facility with a syndicate of eight banks. The new $350,000 bank credit facility is committed through October 2015, and replaces a similar facility established on May 3, 2006. If circumstances were to prevent the Company from issuing commercial paper, it has the contractual right to draw funds directly on the underlying bank credit facility. Outstanding commercial paper, a component of the Company’s long-term debt, totaled $30,000 at December 31, 2010.
Under Internal Revenue Service rules, U.S. corporations may borrow funds from foreign subsidiaries for up to 30 days without unfavorable tax consequences. In 2008, this rule was temporarily amended to extend the period allowed to 60 days. Beginning January 1, 2011, this temporary extension will no longer apply to the Company. At various times throughout 2010 and 2009, including each year end, the Company utilized this rule to access offshore cash in lieu of issuing commercial paper. Amounts outstanding under the rule at December 31, 2010 and 2009 were $100,000 and $10,000, respectively. These short-term lending arrangements were subsequently settled within the 60 day provision, resulting in equivalent increases in commercial paper outstanding and cash on hand. Depending on its immediate offshore cash needs, the Company may choose to access such funds again in the future as allowed under the rule.
In November 2010, the Company issued through a public offering $350,000 of 5.75% debentures due November 2040. The offering was made pursuant to an effective shelf registration statement.
Concurrent with the offering, the Company commenced cash tender offers to purchase a portion of its outstanding 6.5%, 5.625% and 9.2% debentures. Upon expiration of the tenders, the Company repurchased 52.93% of its outstanding 6.5% notes, 49.83% of its outstanding 5.625% notes, and 89.54% of its outstanding 9.2% notes for a total cash cost of $293,277, as shown in the table below:

  	  	Principal
Amount
Tendered	 	  	Premium
and
Other
Amounts
Paid	 	  	Total Cash
Paid to
Bondholders	 	
6.5% debentures due November 2013	  	$	132,330	  	  	$	21,035	  	  	$	153,365	  	
5.625% debentures due November 2016	  	 	74,750	  	  	 	12,712	  	  	 	87,462	  	
9.2% debentures due
August 2021	  	 	36,984	  	  	 	15,466	  	  	 	52,450	  	
Total	  	$	  244,064	  	  	$	  49,213	  	  	$	  293,277	  	
In conjunction with the tenders, the Company wrote off a proportional share of unamortized gains/losses on termination of interest rate swaps, unamortized bond issuance costs, and unamortized original issue discounts associated with each of the debentures tendered. The write offs resulted in a net noncash credit of $(1,271), which combined with premium and other amounts of $49,213 paid to bondholders, and other cash costs of the tender totaling $675, resulted in a pretax loss from the early extinguishment of debt in 2010 totaling $48,617.
Proceeds from the 5.75% debentures, together with cash on hand, were used to fund the tenders and the repayment of its 6.75% debentures upon their maturity in November 2010.

FORM 10-K            Sonoco 2010 Annual Report	 	 	F13	  	

Table of Contents
At December 31, 2010, the Company had approximately $128,000 available under unused short-term lines of credit. These short-term lines of credit are for general Company purposes, with interest at mutually agreed-upon rates.
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 the Company to maintain a minimum level of interest coverage, and a minimum level of net worth, as defined. As of December 31, 2010, the Company had substantial tolerance above the minimum levels required under these covenants.
The principal requirements of debt maturing in the next five years are: 2011 – $16,949; 2012 – $2,109; 2013 – $134,165; 2014 – $1,775 and 2015 – $31,772.
9. Financial Instruments and Derivatives
The following table sets forth the carrying amounts and fair values of the Company’s significant financial instruments where the carrying amount differs from the fair value.

 	  	December 31, 2010	 	  	December 31, 2009	 	
  	  	Carrying
Amount	 	  	Fair
Value	 	  	Carrying
Amount	 	  	Fair
Value	 	
Long-term debt	  	$	603,941	  	  	$	624,786	  	  	$	462,743	  	  	$	473,573	  	
The carrying value of cash and cash equivalents, short-term debt and long-term variable-rate debt approximates fair value. The fair value of long-term debt is based on quoted market prices or is determined by discounting future cash flows using interest rates available to the Company for issues with similar terms and average maturities.
Cash Flow Hedges
At December 31, 2010 and 2009, the Company had derivative financial instruments outstanding to hedge anticipated transactions and certain asset and liability related cash flows. To the extent considered effective, the changes in fair value of these contracts are recorded in other comprehensive income and reclassified to income or expense in the period in which the hedged item impacts earnings.
Commodity Cash Flow Hedges
The Company has entered into certain derivative contracts to manage the cost of anticipated purchases of natural gas and aluminum. At December 31, 2010, natural gas swaps covering approximately 6.0 million MMBTUs were outstanding. These contracts represent approximately 70% and 50% of anticipated U.S. and Canadian usage for 2011 and 2012 respectively. Additionally, the Company had swap contracts covering 4,528 metric tons of aluminum representing approximately 36% and 3% of anticipated usage for 2011 and 2012, respectively, and 51,600 short tons of old corrugated containers (OCC) representing approximately 4% of anticipated usage for 2011. The fair values of the Company’s commodity cash flow hedges were in loss positions totaling $12,421 and $8,294 at December 31, 2010 and 2009, respectively.
Foreign Currency Cash Flow Hedges
The Company has entered into forward contracts to hedge certain anticipated foreign currency denominated sales and purchases forecasted to occur in 2011. At December 31, 2010, the net position of these contracts was to purchase approximately 63.5 million Canadian dollars, 1.3 million British pounds, 2.4 million euros, 10.1 billion Colombian pesos and 204.7 million Mexican pesos and to sell approximately 5.2 million Australian dollars, 2.9 million New Zealand dollars, 12.1 million Malaysian ringgits, 12.1 billion Indonesian rupiah, 116.8 million Thailand baht, and 51.3 million Russian roubles. The fair value of these foreign currency cash flow hedges was $229 at December 31, 2010. The fair value of foreign currency cash flow hedges at December 31, 2009 was $721.
Interest Rate Cash Flow Hedge
During September and October of 2010, the Company entered into derivative financial instruments with a total notional amount of $150,000 to lock the treasury component of the interest rate on a portion of the contemplated debt issuance that occurred in November 2010. On October 25, 2010, the derivatives were terminated concurrent with the pricing of the related debt issuance, and the Company received a cash payment of $3,540. This gain was reclassified from Accumulated other comprehensive loss and netted against the carrying value of the bonds issued. This gain will be amortized over the life of the bonds and netted against interest costs.
Fair Value Hedges
During 2009, the Company entered into an interest rate derivative to swap $150,000 notional value of its 6.5% debentures due November 2013 to a floating rate. On September 21, 2010, the swap was settled prior to maturity and the Company received a cash payment of $5,939. The related fair-value adjustment reflected as an increase in the carrying value of the bonds that was recorded in conjunction with this hedge was $5,616. A portion of these bonds was retired early during the fourth quarter in conjunction with the Company’s tender offer. The remaining unamortized fair-value adjustment at December 31, 2010, was $2,422 and will be amortized over the life of the bonds and netted against interest costs.
Other Derivatives
The Company routinely enters into forward contracts or swaps to economically hedge the currency exposure of intercompany debt and existing foreign currency denominated receivables and payables. The Company does not apply hedge accounting treatment under ASC 815 for these instruments. As such, changes in fair value are recorded directly to income and expense in the periods that they occur. At December 31, 2010, the net position of these contracts, all of which were short term, was to purchase 4.6 million Canadian dollars, 1.0 million British pounds, 33.0 million euros, and 2.6 billion Colombian pesos. The fair value of these derivatives was $60 at December 31, 2010. At December 31, 2009 the fair value of such derivatives was $795.
 
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The Company has determined all hedges to be highly effective and as a result only immaterial ineffectiveness has been recorded during the periods presented.
The following table sets forth the location and fair values of the Company’s derivative instruments at December 31, 2010:

Description	  	  	  	Balance Sheet Location	 	  	  	 	  	Fair Value	 	
Derivatives designated as hedging instruments:	  	 	  	 	 	 	  	 	 	 	  	 	 	 	
Commodity Contracts	  	 	  	 	Other Current Assets	  	  	 	 	 	  	$	429	  	
Commodity Contracts	  	 	  	 	Other Long Term Assets	  	  	 	 	 	  	$	79	  	
Commodity Contracts	  	 	  	 	Other Current Liabilities	  	  	 	 	 	  	$	(10,344	) 	
Commodity Contracts	  	 	  	 	Other Long Term Liabilities	  	  	 	 	 	  	$	(2,585	) 	
Foreign Exchange Contracts	  	 	  	 	Other Current Assets	  	  	 	 	 	  	$	554	  	
Foreign Exchange Contracts	  	 	  	 	Other Current Liabilities	  	  	 	 	 	  	$	(325	) 	
Derivatives not designated as hedging instruments:	  	 	  	 	 	 	  	 	 	 	  	 	 	 	
Foreign Exchange Contracts	  	 	  	 	Other Current Assets	  	  	 	 	 	  	$	110	  	
Foreign Exchange Contracts	  	 	  	 	Other Current Liabilities	  	  	 	 	 	  	$	(50	) 	
The following table sets forth the effect of the Company’s derivative instruments on financial performance for the twelve months ended December 31, 2010:

Description	  	Amount of Gain or
(Loss) Recognized in
OCI on Derivative
(Effective Portion)	 	 	Location of Gain or
(Loss) Reclassified
from
Accumulated OCI
Into Income
(Effective Portion)	 	  	Amount of Gain
or (Loss)
Reclassified from
Accumulated OCI
Into Income
(Effective Portion)	 	 	Location of Gain or
(Loss) Recognized in
Income on
Derivative
(Ineffective Portion)	 	  	Amount of Gain or
(Loss) Recognized
in Income on
Derivative
(Ineffective Portion)	 	
Derivatives in Cash Flow Hedging
    Relationships:	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Foreign Exchange Contracts	  	$	2,098	  	 	 	Net sales	  	  	$	3,756	  	 	 	Net sales	  	  	$	(1	) 	
 	 	 	 	 	 	
 	  	 	 	 	 	 	Cost of sales	  	  	$	(1,165	) 	 	 	Cost of sales	  	  	$	—	  	
 	 	 	 	 	 	
Commodity Contracts	  	$	(11,552	) 	 	 	Cost of sales	  	  	$	(7,445	) 	 	 	Cost of sales	  	  	$	(255	) 	
 	 	 	 	 	 	
Fair value hedge derivatives:	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
 	 	 	 	 	 	
Interest Rate Swap	  	 	 	 	 	 	 	 	  	 	 	 	 	 	Interest expense	  	  	$	(121	) 	
 	 	 	 	 	 	
  	  	  	 	 	Location of Gain or
(Loss) Recognized in
Income Statement	 	  	Gain or (Loss)
Recognized	 	 	  	 	  	  	 	
Derivatives not designated as
    hedging instruments:	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Foreign Exchange Contracts	  	 	 	 	 	 	Cost of sales	  	  	$	36	  	 	 	 	 	  	 	 	 	

 	Selling, general and
administrative	  
  	  	$	40	  	 	 	 	 	  	 	 	 	

FORM 10-K            Sonoco 2010 Annual Report	 	 	F15	  	

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The following table sets forth the effect of the Company’s derivative instruments on financial performance for the twelve months ended December 31, 2009:

Description	  	Amount of Gain or
(Loss) Recognized in
OCI on Derivative
(Effective Portion)	 	 	Location of Gain or
(Loss) Reclassified
from Accumulated
OCI Into Income
(Effective Portion)	 	  	Amount of Gain
or (Loss)
Reclassified from
Accumulated OCI
Into Income
(Effective Portion)	 	 	Location of Gain or
(Loss) Recognized
in Income on
Derivative
(Ineffective Portion)	 	  	Amount of Gain or
(Loss) Recognized
in Income on
Derivative
(Ineffective Portion)	 	
Derivatives in Cash Flow Hedging
    Relationships:	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Foreign Exchange Contracts	  	$	3,538	  	 	 	Net sales	  	  	$	5,201	  	 	 	Net sales	  	  	$	—	  	
 	 	 	 	 	 	
 	  	 	 	 	 	 	Cost of sales	  	  	$	(3,297	) 	 	 	Cost of sales	  	  	$	—	  	
 	 	 	 	 	 	
Commodity Contracts	  	$	(13,679	) 	 	 	Cost of sales	  	  	$	(25,462	) 	 	 	Cost of sales	  	  	$	328	  	
 	 	 	 	 	 	
Fair value hedge derivatives:	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
 	 	 	 	 	 	
Interest Rate Swap	  	 	 	 	 	 	 	 	  	 	 	 	 	 	Interest expense	  	  	$	(75	) 	
 	 	 	 	 	 	
  	  	  	 	 	Location of Gain or
(Loss) Recognized in
Income Statement	 	  	Gain or (Loss)
Recognized	 	 	  	 	  	  	 	
Derivatives not designated as
    hedging instruments:	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Foreign Exchange Contracts	  	 	 	 	 	 	Cost of sales	  	  	$	541	  	 	 	 	 	  	 	 	 	

 	Selling, general and
administrative	  
  	  	$	717	  	 	 	 	 	  	 	 	 	
 
F16

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10. Fair value measurements
The following tables set forth information regarding the Company’s financial assets and financial liabilities that are measured at fair value at December 31, 2010 and 2009. The Company does not currently have any nonfinancial assets or liabilities that are recognized or disclosed at fair value on a recurring basis.
The Company’s pension plan assets comprise more than 98% of its total postretirement benefit plan assets. The assets of the Company’s various pension plans and retiree health and life insurance plans are largely invested in the same funds and investments and in similar proportions and, as such, are not shown separately, but are combined in the tables below. Postretirement benefit plan assets are netted against postretirement benefit obligations to determine the funded status of each plan. The funded status is recognized in the Company’s Consolidated Balance Sheets as shown in Note 12.

 	  	 	 	  	Fair Value Measurements at Reporting Date  Using	 	
Description	  	December 31,
2010	 	  	Quoted
Market Prices in
Active Market
for Identical
Assets/Liabilities
(Level 1)	 	  	Significant
Other
Observable
Inputs
(Level 2)	 	  	Significant
Unobservable
Inputs
(Level 3)	 	
Assets:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Derivatives	  	$	1,172	  	  	$	—	  	  	$	1,172	  	  	$	—	  	
Deferred Compensation Plan Assets	  	 	2,236	  	  	 	2,236	  	  	 	—	  	  	 	—	  	
Postretirement Benefit Plan Assets:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Mutual Funds(a)	  	 	837,816	  	  	 	—	  	  	 	837,816	  	  	 	—	  	
Common Stocks	  	 	118,844	  	  	 	118,844	  	  	 	—	  	  	 	—	  	
Short-Term Investments(b)	  	 	7,958	  	  	 	—	  	  	 	7,958	  	  	 	—	  	
Hedge Fund of Funds(c)	  	 	59,913	  	  	 	—	  	  	 	—	  	  	 	59,913	  	
Real Estate(d)	  	 	36,970	  	  	 	—	  	  	 	—	  	  	 	36,970	  	
Cash and Accrued Income	  	 	1,388	  	  	 	1,388	  	  	 	—	  	  	 	—	  	
Forward Contracts	  	 	535	  	  	 	—	  	  	 	535	  	  	 	—	  	
Total Postretirement Benefit Plan Assets	  	$	1,063,424	  	  	$	120,232	  	  	$	846,309	  	  	$	96,883	  	
 	 	 	 	 	
Liabilities:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Derivatives	  	$	13,304	  	  	$	—	  	  	$	13,304	  	  	$	—	  	
(a)	Mutual fund investments are comprised predominantly of equity securities of U.S. corporations with large capitalizations. This category also includes funds invested in corporate equities in international and emerging markets and funds invested in long-term domestic bonds.	
(b)	This category includes several money market funds used for managing overall liquidity.	
(c)	This category includes investments in a number of funds representing a variety of strategies intended to diversify risks and reduce volatility. It includes event-driven credit and equity investments targeted at economic policy decisions, long and short positions in U.S. and international equities, arbitrage investments, and emerging market equity investments.	
(d)	This category includes funds invested in real estate (including office, industrial, residential, and retail) primarily throughout the United States.	

FORM 10-K            Sonoco 2010 Annual Report	 	 	F17	  	

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 	  	 	 	 	Fair Value Measurements at Reporting Date  Using	 	
Description	  	December 31,
2009	 	 	Quoted Market
Prices in Active
Market for
Identical
Assets/Liabilities
(Level 1)	 	  	Significant
Other
Observable
Inputs
(Level 2)	 	 	Significant
Unobservable
Inputs
(Level 3)	 	
Assets:	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Derivatives	  	$	3,787	  	 	$	—	  	  	$	3,787	  	 	$	—	  	
Deferred Compensation Plan Assets	  	 	1,998	  	 	 	1,998	  	  	 	—	  	 	 	—	  	
Postretirement Benefit Plan Assets:	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Mutual Funds(a)	  	 	746,569	  	 	 	—	  	  	 	746,569	  	 	 	—	  	
Common Stocks	  	 	103,761	  	 	 	103,761	  	  	 	—	  	 	 	—	  	
Short-Term Investments(b)	  	 	78,324	  	 	 	—	  	  	 	78,324	  	 	 	—	  	
Hedge Fund of Funds(c)	  	 	37,270	  	 	 	—	  	  	 	—	  	 	 	37,270	  	
Real Estate(d)	  	 	32,624	  	 	 	—	  	  	 	—	  	 	 	32,624	  	
Cash Surrender Value of Life Insurance Policies, net of loans	  	 	5,685	  	 	 	—	  	  	 	5,685	  	 	 	—	  	
Cash and Accrued Income	  	 	1,968	  	 	 	1,968	  	  	 	—	  	 	 	—	  	
Guaranteed Investment Contracts	  	 	68	  	 	 	—	  	  	 	—	  	 	 	68	  	
Forward Contracts	  	 	(6	) 	 	 	—	  	  	 	(6	) 	 	 	—	  	
Total Postretirement Benefit Plan Assets	  	$	1,006,263	  	 	$	105,729	  	  	$	830,572	  	 	$	69,962	  	
 	 	 	 	 	
Liabilities:	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Derivatives	  	$	11,113	  	 	$	—	  	  	$	11,113	  	 	$	—	  	
(a)	Mutual fund investments are comprised predominantly of equity securities of U.S. corporations with large capitalizations. This category also includes funds invested in corporate equities in international and emerging markets and funds invested in long-term domestic bonds.	
(b)	This category includes several money market funds used for managing overall liquidity.	
(c)	This category includes investments in a number of funds representing a variety of strategies intended to diversify risks and reduce volatility. It includes event-driven credit and equity investments targeted at economic policy decisions, long and short positions in U.S. and international equities, arbitrage investments, and emerging market equity investments.	
(d)	This category includes funds invested in real estate (including office, industrial, residential, and retail) primarily throughout the United States.	
The following table sets forth information summarizing the changes in fair value of the Company’s Level 3 assets for the year ended December 31, 2010.

  	  	Dec. 31,
2009	 	  	Purchases	 	  	Sales	 	 	Gain/(Loss)
on Assets
Sold	 	 	Gain/(Loss)
on Assets
Held	 	  	Foreign
Currency
Translation	 	  	Dec. 31,
2010	 	
Level 3 Assets:	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Hedge Fund of Funds	  	$	  37,270	  	  	$	  50,000	  	  	$	(26,267	) 	 	$	(1,090	) 	 	$	—	  	  	$	—	  	  	$	  59,913	  	
Real Estate	  	 	32,624	  	  	 	—	  	  	 	—	  	 	 	—	  	 	 	4,015	  	  	 	331	  	  	 	36,970	  	
Guaranteed Investment Contracts	  	 	68	  	  	 	—	  	  	 	(68	) 	 	 	—	  	 	 	—	  	  	 	—	  	  	 	—	  	
Total Level 3 Assets	  	$	69,962	  	  	$	50,000	  	  	$	(26,335	) 	 	$	(1,090	) 	 	$	4,015	  	  	$	331	  	  	$	96,883	  	
The following table sets forth information summarizing the changes in fair value of the Company’s Level 3 assets for the year ended December 31, 2009.

  	  	Dec. 31,
2008	 	  	Purchases	 	  	Sales	 	 	Gain/(Loss)
on Assets
Sold	 	 	Gain/(Loss)
on Assets
Held	 	 	Foreign
Currency
Translation	 	  	Dec. 31,
2009	 	
Level 3 Assets:	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Hedge Fund of Funds	  	$	  36,314	  	  	$	  35,605	  	  	$	(35,605	) 	 	$	(709	) 	 	$	1,665	  	 	$	—	  	  	$	  37,270	  	
Real Estate	  	 	44,056	  	  	 	319	  	  	 	(416	) 	 	 	155	  	 	 	(11,890	) 	 	 	400	  	  	 	32,624	  	
Guaranteed Investment Contracts	  	 	74	  	  	 	3	  	  	 	(9	) 	 	 	—	  	 	 	—	  	 	 	—	  	  	 	68	  	
Total Level 3 Assets	  	$	80,444	  	  	$	35,927	  	  	$	(36,030	) 	 	$	(554	) 	 	$	(10,225	) 	 	$	400	  	  	$	69,962	  	
 
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The fair value of Level 3 real estate investments is determined by the fund sponsor using independent appraisers to value the underlying properties on an annual basis (at a minimum). The property valuations and the key valuation-sensitive assumptions are reviewed by the fund sponsor and adjusted if there has been a significant change in circumstances related to the property since the last valuation. Fair value measurements of investments in the hedge fund of funds employ combinations of the market, income, and cost approach, depending upon the nature of the underlying investments. Level 3 assets comprised approximately 9.1% and 7.0% of the Company’s total postretirement benefit plan assets at December 31, 2010 and 2009, respectively. They are utilized in order to provide an additional measure of diversification and are not considered a critical part of the Company’s overall investment strategy.
As discussed in Note 9, the Company uses derivatives to mitigate the effect of raw material and energy cost fluctuations, foreign currency fluctuations and interest rate movements. Fair value measurements for the Company’s derivatives are classified under Level 2 because such measurements are determined using published market prices or estimated based on observable inputs such as interest rates, yield curves, spot and future commodity prices and spot and future exchange rates.
Certain deferred compensation plan liabilities are funded and the assets invested in various exchange traded mutual funds. These assets are measured using quoted prices in accessible active markets for identical assets.
11. Stock-based Compensation Plans
The Company provides share-based compensation to certain of its employees and non-employee directors in the form of stock options, stock appreciation rights, restricted stock units and other share-based awards. Awards issued prior to 2009 were issued pursuant to the 1991 Key Employee Stock Plan (the “1991 Plan”) or the 1996 Non-Employee Directors Stock Plan (the “1996 Plan”). Awards issued after 2008 were issued pursuant to the Sonoco Products Company 2008 Long-Term Incentive Plan (the “2008 Plan”), which became effective upon approval by the shareholders on April 16, 2008. The maximum number of shares of common stock that may be issued under the 2008 Plan was set at 8,500,000 shares, subject to certain adjustments, which includes all awards that were granted, forfeited or expired during 2008 under all previous plans. At December 31, 2010, a total of 4,634,268 shares remain available for future grant under the 2008 Plan. After the effective date of the 2008 Plan, no awards may be granted under any previous plan. The Company issues new shares for stock option and stock appreciation right exercises and stock unit conversions. Although the Company from time to time has repurchased shares to replace its authorized shares issued under its stock compensation plans, there is no specific schedule or policy to do so. The Company’s stock-based awards to non-employee directors have not been material.
Accounting for Share-based Compensation
For stock appreciation rights granted to retiree-eligible employees, the service completion date is assumed to be the grant date; therefore, expense associated with share-based compensation to these employees is recognized at that time.
Total compensation cost for share-based payment arrangements was $15,804, $8,616 and $4,177, for 2010, 2009 and 2008, respectively. The related tax benefit recognized in net income was $5,936, $3,254 and $1,550, for the same years, respectively. Share-based compensation expense is included in “Selling, general and administrative expenses” in the Consolidated Statements of Income.
An “excess” tax benefit is created when the tax deduction for an exercised stock option, exercised stock appreciation right or converted stock unit exceeds the compensation cost that has been recognized in income. The excess tax benefit is not recognized on the income statement, but rather on the balance sheet as “Capital in excess of stated value.” The additional net excess tax benefit realized was $4,209, $781 and $709 for 2010, 2009 and 2008, respectively.
Stock Appreciation Rights (SARs) and Stock Options
The Company typically grants stock appreciation rights annually on a discretionary basis to its key employees. Prior to 2006, options were granted at market (had an exercise price equal to the closing market price on the date of grant), had 10-year terms and vested over one year, except for the options granted in 2005, which vested immediately. In 2006, the Company began to grant stock appreciation rights (SARs) instead of stock options. SARs are granted at market, vest over one year, have seven-year terms and can be settled only in stock. Both stock options and SARs are exercisable upon vesting. On February 10, 2010 and September 17, 2010, the Company granted to employees 686,100 and 17,000 stock-settled SARs, net of forfeitures, respectively. All SARs were granted at the closing market prices on the dates of grant. As of December 31, 2010, there was $238 of total unrecognized compensation cost related to nonvested SARs. This cost will be recognized over the remaining weighted-average vesting period, which is approximately two months.
The weighted-average fair value of SARs granted was $6.30, $4.21 and $4.36 per share in 2010, 2009 and 2008, respectively. The Company computed the estimated fair values of all SARs using the binomial option-pricing model applying the assumptions set forth in the following table:

  	  	2010	 	  	2009	 	  	2008	 	
Expected dividend yield	  	 	3.8%	  	  	 	4.6%	  	  	 	3.6%	  	
Expected stock price volatility	  	 	33.3%	  	  	 	29.4%	  	  	 	22.1%	  	
Risk-free interest rate	  	 	2.4%	  	  	 	1.9%	  	  	 	2.7%	  	
Expected life of SARs	  	 	4 years	  	  	 	4 years	  	  	 	4 years	  	

FORM 10-K            Sonoco 2010 Annual Report	 	 	F19	  	

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The assumptions employed in the calculation of the fair value of SARs were determined as follows:
 
 	•	 	Expected dividend yield – the Company’s annual dividend divided by the stock price at the time of grant.	
 	•	 	Expected stock price volatility – based on historical volatility of the Company’s common stock measured weekly for a time period equal to the expected life.	
 	•	 	Risk-free interest rate – based on U.S. Treasury yields in effect at the time of grant for maturities equal to the expected life.	
 	•	 	Expected life – calculated using the simplified method as prescribed in U.S. GAAP, where the expected life is equal to the sum of the vesting period and the contractual term divided by two.	
The following tables summarize information about stock options and SARs outstanding and exercisable at December 31, 2010. At December 31, 2010, the fair market value of the Company’s stock used to calculate intrinsic value was $33.67 per share.

 	 	Options and SARs Vested and Expected to Vest	 	
Range of
Exercise Prices	 	Number
Outstanding	  	Weighted-
average
Remaining
Contractual Life	  	Weighted-
average
Exercise Price	  	Aggregate
Intrinsic Value	 	
$19.95 - $24.95	 	1,660,144	  	3.5 years	  	$23.09	  	$	17,556	  	
$25.13 - $28.93	 	1,925,759	  	2.5 years	  	$27.03	  	$	12,789	  	
$29.30 - $43.83	 	1,783,004	  	3.2 years	  	$33.58	  	$	2,741	  	
 	 	 	  	 	  	 	  	 	 	 	
$19.95 - $43.83	 	5,368,907	  	3.0 years	  	$28.01	  	$	33,086	  	
 	 	
 	 	Options and SARs Exercisable	 	
Range of
Exercise Prices	 	Number
Exercisable	  	Weighted-
average
Remaining
Contractual Life	  	Weighted-
average
Exercise Price	  	Aggregate
Intrinsic Value	 	
$19.95 - $24.95	 	1,660,144	  	3.5 years	  	$23.09	  	$	17,556	  	
$25.13 - $28.93	 	1,240,559	  	1.1 years	  	$26.22	  	$	9,233	  	
$29.30 - $43.83	 	1,783,004	  	3.2 years	  	$33.58	  	$	2,741	  	
 	 	 	  	 	  	 	  	 	 	 	
$19.95 - $43.83	 	4,683,707	  	2.3 years	  	$27.92	  	$	29,523	  	
The activity related to the Company’s stock options and SARs is as follows:

  	 	Nonvested	 	 	Vested	 	 	Total	 	 	Weighted-
average
Exercise Price	 	
Outstanding, December 31, 2009	 	 	857,875	  	 	 	5,026,782	  	 	 	5,884,657	  	 	$	27.07	  	
Vested	 	 	(857,875	) 	 	 	857,875	  	 	 	—	  	 	 	 	 	
Granted	 	 	685,200	  	 	 	17,900	  	 	 	703,100	  	 	$	28.60	  	
Exercised	 	 	—	  	 	 	(1,190,550	) 	 	 	(1,190,550	) 	 	$	23.69	  	
Forfeited/Expired	 	 	—	  	 	 	(28,300	) 	 	 	(28,300	) 	 	$	29.67	  	
 	 	 	 	 	 	 	 	 	
Outstanding, December 31, 2010	 	 	685,200	  	 	 	4,683,707	  	 	 	5,368,907	  	 	$	28.01	  	
The aggregate intrinsic value of options and SARs exercised during the years ended December 31, 2010, 2009 and 2008 was $11,270, $2,269 and $2,264, respectively. Cash received by the Company on option exercises was $23,155, $7,159 and $6,470 for the same years, respectively.
Performance-based Stock Awards
The Company typically grants performance contingent restricted stock units (PCSUs) annually on a discretionary basis to certain of its executives and other members of its management team. Both the ultimate number of PCSUs awarded and the vesting period are dependent upon the degree to which performance targets are achieved for three-year performance periods. Half of the units available to be earned are tied to an earnings target and half are tied to a return on assets target. If the respective performance target is met, units awarded vest at the end of the three-year performance period. In the event performance targets are not met, a minimum number of units are awarded and vest 50% at the end of four years and 50% at the end of five years. Upon vesting, PCSUs are convertible into common shares on a one-for-one basis.
For the awards granted in 2010 and 2009, the total PCSUs that could ultimately vest ranges from 339,098 to 1,017,023. The 2010 awards can range from 169,885 to 509,655 units and are tied to the three-year period ending December 31, 2012. The 2009 awards can range from 169,213 to 507,638 units and are tied to the three-year performance period ending December 31, 2011.
The three-year performance cycle for the 2008 awards was completed on December 31, 2010. Based on performance, 100,455 stock units will be awarded, the minimum provided for under the award. A total of 56,039 stock units qualified for accelerated vesting and vested on December 31, 2010 with an intrinsic value of $1,234. Approximately half of the remaining units will vest on December 31, 2011 and the remaining amount will vest on December 31, 2012.
The three-year performance cycle for the 2007 awards was completed on December 31, 2009. Based on performance, 96,738 stock units will be awarded, which was the minimum provided for under the award, and did not qualify for accelerated vesting. On December 31, 2010, 48,369 of the units with an intrinsic value of $1,660 vested. The remaining will vest on December 31, 2011.
Noncash stock-based compensation associated with PCSUs totaled $9,660, $4,001 and $741 for 2010, 2009 and 2008, respectively. As of December 31, 2010, there was approximately $12,030 of total unrecognized compensation cost related to nonvested PCSUs. This cost is expected to be recognized over a weighted-average period of 36 months.
Restricted Stock Awards
Since 1994, the Company has from time to time granted awards of restricted stock units to certain of the Company’s executives. These awards normally vest over a five-year period with one-third vesting on each of the third, fourth and fifth anniversaries of the grant. An executive must be actively employed by the Company on the vesting date for shares to be issued. However, in the event of the executive’s death,
 
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disability or retirement prior to full vesting, shares will be issued on a pro rata basis up through the time the executive’s employment ceases. Participants can elect to defer receipt. Once vested, these awards do not expire. As of December 31, 2010, a total of 438,431 restricted stock units remained outstanding, 365,371 of which were vested. During 2010, 56,666 restricted stock units vested and 9,999 restricted stock units were granted. Noncash stock-based compensation associated with restricted stock grants totaled $680, $746 and $558 for 2010, 2009 and 2008, respectively. As of December 31, 2010, there was $748 of total unrecognized compensation cost related to nonvested restricted stock units. This cost is expected to be recognized over a weighted-average period of 20 months.
The activity related to the PCSUs and restricted stock units is as follows:

  	 	Nonvested	 	 	Vested	 	 	Total	 	 	Average Grant
Date Fair
Value Per Share	 	
Outstanding, December 31, 2009	 	 	801,208	  	 	 	785,914	  	 	 	1,587,122	  	 	$	27.80	  	
Granted	 	 	522,580	  	 	 	—	  	 	 	522,580	  	 	$	25.62	  	
Performance adjustments	 	 	25,289	  	 	 	—	  	 	 	25,289	  	 	$	23.07	  	
Vested	 	 	(161,074	) 	 	 	161,074	  	 	 	—	  	 	 	 	 	
Converted	 	 	—	  	 	 	(63,701	) 	 	 	(63,701	) 	 	$	26.64	  	
Dividend equivalents	 	 	2,644	  	 	 	29,585	  	 	 	32,229	  	 	$	31.69	  	
 	 	 	 	 	 	 	 	 	
Outstanding,
December 31, 2010	 	 	1,190,647	  	 	 	912,872	  	 	 	2,103,519	  	 	$	25.69	  	
Deferred Compensation Plans
Certain officers and directors of the Company may elect to defer a portion of their compensation in the form of stock units. Units are granted as of the day the cash compensation would have otherwise been paid using the closing price of the Company’s common stock on that day. The units immediately vest and earn dividend equivalents. Units are distributed in the form of common stock upon retirement over a period elected by the employee. Cash compensation totaling $988 was deferred as stock units during 2010, resulting in 30,794 units being granted. Conversions to common stock during 2009 totaled 916 shares.
Since 2006, non-employee directors have been required to defer a minimum of 50% of their quarterly retainer fees into stock units. Units are granted as of the day the cash compensation would have otherwise been paid using the closing price of the Company’s common stock on that day. The units immediately vest and earn dividend equivalents. Distributions begin after retirement from the board over a period elected by the director.
12. Employee benefit plans
Retirement Plans and Retiree Health and Life Insurance Plans
The Company provides non-contributory defined benefit pension plans for a majority of its employees in the United States, and certain of its employees in Mexico and Belgium. Effective December 31, 2003, the Company froze participation for newly hired salaried and non-union hourly U.S. employees in its traditional defined benefit pension plan. At that time, the Company adopted a defined contribution plan, the Sonoco Investment and Retirement Plan (SIRP), which covers its non-union U.S. employees hired on or after January 1, 2004. The Company also sponsors contributory defined benefit pension plans covering the majority of its employees in the United Kingdom, Canada and the Netherlands.
On February 4, 2009, the U.S. qualified defined benefit pension plan was amended to freeze plan benefits for all active participants effective December 31, 2018. Remaining active participants in the U.S. qualified plan will become participants of the SIRP effective January 1, 2019. Active participants of the U.S. qualified plan had a one-time option to transfer into the SIRP effective January 1, 2010. Approximately one third of the active participants chose that option.
The Company also provides postretirement healthcare and life insurance benefits to a limited number of its retirees and their dependents in the United States and Canada, based on certain age and/or service eligibility requirements.
The components of net periodic benefit cost include the following:

  	 	2010	 	 	2009	 	 	2008	 	
Retirement Plans	 	 	 	 	 	 	 	 	 	 	 	 	
Service cost	 	$	19,647	  	 	$	21,757	  	 	$	26,831	  	
Interest cost	 	 	71,678	  	 	 	73,221	  	 	 	74,105	  	
Expected return on plan assets	 	 	(77,882	) 	 	 	(59,275	) 	 	 	(89,750	) 	
Amortization of net transition obligation	 	 	445	  	 	 	353	  	 	 	504	  	
Amortization of prior service cost	 	 	139	  	 	 	956	  	 	 	1,549	  	
Amortization of net actuarial loss	 	 	35,736	  	 	 	41,317	  	 	 	12,685	  	
Special termination benefit cost	 	 	—	  	 	 	—	  	 	 	288	  	
Effect of settlement loss	 	 	—	  	 	 	935	  	 	 	3,902	  	
Effect of curtailment loss	 	 	—	  	 	 	3,005	  	 	 	520	  	
Other	 	 	212	  	 	 	(171	) 	 	 	—	  	
Net periodic benefit cost	 	$	49,975	  	 	$	82,098	  	 	$	30,634	  	
 	 	 	 	
Retiree Health and Life Insurance Plans	 	 	 	 	 	 	 	 	 	 	 	 	
Service cost	 	$	1,139	  	 	$	1,454	  	 	$	1,766	  	
Interest cost	 	 	2,169	  	 	 	3,693	  	 	 	4,203	  	
Expected return on plan assets	 	 	(1,385	) 	 	 	(1,206	) 	 	 	(1,966	) 	
Amortization of prior service credit	 	 	(10,182	) 	 	 	(11,155	) 	 	 	(10,928	) 	
Amortization of net actuarial loss	 	 	1,611	  	 	 	2,319	  	 	 	2,547	  	
Net periodic benefit income	 	$	(6,648	) 	 	$	(4,895	) 	 	$	(4,378	) 	

FORM 10-K            Sonoco 2010 Annual Report	 	 	F21	  	

Table of Contents
The following tables set forth the Plans’ obligations and assets at December 31:

 	 	Retirement Plans	 	 	Retiree Health and
Life Insurance Plans	 	
  	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
Change in Benefit Obligation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Benefit obligation at January 1	 	$	1,286,242	  	 	$	1,176,000	  	 	$	49,908	  	 	$	69,028	  	
Service cost	 	 	19,647	  	 	 	21,757	  	 	 	1,139	  	 	 	1,454	  	
Interest cost	 	 	71,678	  	 	 	73,221	  	 	 	2,169	  	 	 	3,693	  	
Plan participant contributions	 	 	1,337	  	 	 	1,332	  	 	 	2,037	  	 	 	3,015	  	
Plan amendments	 	 	483	  	 	 	(4,300	) 	 	 	(4,566	) 	 	 	(17,625	) 	
Actuarial loss/(gain)	 	 	54,994	  	 	 	74,797	  	 	 	(5,360	) 	 	 	(3,678	) 	
Benefits paid	 	 	(74,940	) 	 	 	(66,231	) 	 	 	(4,838	) 	 	 	(6,049	) 	
Impact of foreign exchange rates	 	 	(2,197	) 	 	 	24,211	  	 	 	28	  	 	 	70	  	
Effect of settlements	 	 	—	  	 	 	(1,877	) 	 	 	—	  	 	 	—	  	
Effect of curtailments	 	 	(882	) 	 	 	(12,363	) 	 	 	—	  	 	 	—	  	
Other	 	 	212	  	 	 	(305	) 	 	 	—	  	 	 	—	  	
Benefit obligation at December 31	 	$	1,356,574	  	 	$	1,286,242	  	 	$	40,517	  	 	$	49,908	  	

 	 	Retirement Plans	 	 	Retiree Health and
Life Insurance Plans	 	
  	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
Change in Plan Assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fair value of plan assets at January 1	 	$	   986,908	  	 	$	768,169	  	 	$	19,355	  	 	$	17,280	  	
Actual return on plan assets	 	 	119,930	  	 	 	157,760	  	 	 	2,389	  	 	 	3,783	  	
Company contributions	 	 	16,537	  	 	 	113,177	  	 	 	1,214	  	 	 	1,434	  	
Plan participant contributions	 	 	1,337	  	 	 	1,332	  	 	 	2,037	  	 	 	3,015	  	
Benefits paid	 	 	(74,940	) 	 	 	(66,231	) 	 	 	(4,838	) 	 	 	(6,049	) 	
Impact of foreign exchange rates	 	 	(1,074	) 	 	 	19,948	  	 	 	—	  	 	 	—	  	
Expenses paid	 	 	(5,544	) 	 	 	(5,252	) 	 	 	(99	) 	 	 	(108	) 	
Effect of settlements	 	 	—	  	 	 	(1,877	) 	 	 	—	  	 	 	—	  	
Other	 	 	212	  	 	 	(118	) 	 	 	—	  	 	 	—	  	
Fair value of plan assets at December 31	 	$	1,043,366	  	 	$	986,908	  	 	$	20,058	  	 	$	19,355	  	
Funded Status of the Plans	 	$	(313,208	) 	 	$	(299,334	) 	 	$	(20,459	) 	 	$	(30,553	) 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Retirement Plans	 	 	Retiree Health and
Life Insurance Plans	 	
  	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
Total Recognized Amounts in the Consolidated Balance Sheets
Noncurrent assets	 	$	—	  	 	$	300	  	 	$	—	  	 	$	—	  	
Current liabilities	 	 	(11,162	) 	 	 	(8,904	) 	 	 	(920	) 	 	 	(1,438	) 	
Noncurrent liabilities	 	 	(302,046	) 	 	 	(290,730	) 	 	 	(19,539	) 	 	 	(29,115	) 	
Net liability	 	$	(313,208	) 	 	$	(299,334	) 	 	$	(20,459	) 	 	$	(30,553	) 	
Items not yet recognized as a component of net periodic pension cost that are included in Accumulated Other Comprehensive Loss (Income) as of December 31, 2010 and 2009, are as follows:

 	 	Retirement Plans	 	 	Retiree Health and
Life Insurance Plans	 	
  	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
Net actuarial loss	 	$	482,132	  	 	$	499,919	  	 	$	   11,554	  	 	$	   19,428	  	
Prior service
cost/(credit)	 	 	1,134	  	 	 	790	  	 	 	(18,647	) 	 	 	(24,263	) 	
Net transition obligation	 	 	1,922	  	 	 	2,367	  	 	 	—	  	 	 	—	  	
 	 	$	485,188	  	 	$	503,076	  	 	$	(7,093	) 	 	$	(4,835	) 	
The amounts recognized in Other Comprehensive Loss/(Income) during 2010 and 2009 include the following:

 	 	Retirement Plans	 	 	Retiree Health and
Life Insurance Plans	 	
  	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
Adjustments arising during the period:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net actuarial
loss/(gain)	 	$	17,949	  	 	$	(32,036	) 	 	$	(6,263	) 	 	$	(6,155	) 	
Prior service
cost/(credit)	 	 	483	  	 	 	(4,293	) 	 	 	(4,566	) 	 	 	(17,631	) 	
Net transition asset	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
Reversal of amortization:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net actuarial loss	 	 	(35,736	) 	 	 	(42,252	) 	 	 	(1,611	) 	 	 	(2,319	) 	
Prior service
cost/(credit)	 	 	(139	) 	 	 	(3,961	) 	 	 	10,182	  	 	 	11,155	  	
Net transition obligation	 	 	(445	) 	 	 	(353	) 	 	 	—	  	 	 	—	  	
Total recognized in Other
Comprehensive
Loss/(Income)	 	$	(17,888	) 	 	$	(82,895	) 	 	$	(2,258	) 	 	$	(14,950	) 	
Total recognized in Net Periodic Benefit Cost and Other Comprehensive Loss/(Income)	 	$	32,087	  	 	$	(797	) 	 	$	(8,906	) 	 	$	(19,845	) 	
 
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The accumulated benefit obligation for all defined benefit plans was $1,298,865 and $1,222,455 at December 31, 2010 and 2009, respectively.
The projected benefit obligation (PBO), accumulated benefit obligation (ABO) and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were, $1,356,574, $1,298,865 and $1,043,366, respectively, as of December 31, 2010, and $1,280,291, $1,216,504 and $980,657, respectively, as of December 31, 2009.
The following table sets forth the Company’s projected benefit payments for the next ten years:

Year	  	Retirement Plans	 	  	Retiree Health and
Life Insurance Plans	 	
2011	  	$	  80,077	  	  	$	  4,059	  	
2012	  	$	  81,683	  	  	$	  4,119	  	
2013	  	$	  81,525	  	  	$	  4,216	  	
2014	  	$	  80,788	  	  	$	  4,316	  	
2015	  	$	  81,830	  	  	$	  4,262	  	
2016-2020	  	$	434,682	  	  	$	18,626	  	
Assumptions
The following tables set forth the major actuarial assumptions used in determining the PBO, ABO and net periodic cost.

Weighted-average
assumptions used to
determine benefit obligations
at December 31	 	U.S.
Retirement
Plans	 	  	U.S. Retiree
Health and
Life Insurance
Plans	 	 	Foreign
Plans	 	
Discount Rate	 	 	 	 	  	 	 	 	 	 	 	 	
2010	 	 	5.21%	  	  	 	4.37%	  	 	 	4.40-6.00%	  	
2009	 	 	5.74%	  	  	 	5.08%	  	 	 	5.00-6.75%	  	
Rate of Compensation
Increase	 	 	 	 	  	 	 	 	 	 	 	 	
2010	 	 	4.49%	  	  	 	4.29%	  	 	 	2.50-4.50%	  	
2009	 	 	4.59%	  	  	 	4.38%	  	 	 	2.50-4.00%	  	
 	 	 	 	
Weighted-average
assumptions used to determine
net periodic benefit cost for
years ended December 31	 	U.S.
Retirement
Plans	 	  	U.S. Retiree
Health and
Life Insurance
Plans	 	 	Foreign
Plans	 	
Discount Rate	 	 	 	 	  	 	 	 	 	 	 	 	
2010	 	 	5.74%	  	  	 	5.08%	  	 	 	5.00-6.75%	  	
2009	 	 	6.48%	  	  	 	6.19%	  	 	 	6.00-7.50%	  	
2008	 	 	6.39%	  	  	 	6.11%	  	 	 	5.50-6.25%	  	
Expected Long-term Rate of Return	 	 	 	 	  	 	 	 	 	 	 	 	
2010	 	 	8.50%	  	  	 	8.50%	  	 	 	3.75-7.50%	  	
2009	 	 	8.50%	  	  	 	8.50%	  	 	 	3.75-7.70%	  	
2008	 	 	8.50%	  	  	 	8.50%	  	 	 	3.75-7.80%	  	
Rate of Compensation Increase	 	 	 	 	  	 	 	 	 	 	 	 	
2010	 	 	4.59%	  	  	 	4.38%	  	 	 	2.50-4.00%	  	
2009	 	 	4.66%	  	  	 	4.46%	  	 	 	2.50-4.00%	  	
2008	 	 	4.77%	  	  	 	4.57%	  	 	 	2.00-4.50%	  	
The Company adjusts its discount rates at the end of each fiscal year based on yield curves of high-quality debt instruments over durations that match the expected benefit payouts of each plan. The expected long-term rate of return assumption is based on the Company’s current and expected future portfolio mix by asset class, and expected nominal returns of these asset classes using an economic “building block” approach. Expectations for inflation and real interest rates are developed and various risk premiums are assigned to each asset class based primarily on historical performance. The expected long-term rate of return also gives consideration to the expected level of outperformance to be achieved on that portion of the Company’s investment portfolio under active management. The assumed rate of compensation increase reflects historical experience and management’s expectations regarding future salary and incentive increases.
Medical Trends
The U.S. Retiree Health and Life Insurance Plan makes up approximately 99% of the Retiree Health liability. Therefore, the following information relates to the U.S. plan only.

Healthcare Cost Trend Rate	  	Pre-age 65	 	  	Post-age 65	 	
2010	  	 	8.00%	  	  	 	8.00%	  	
2009	  	 	8.30%	  	  	 	9.30%	  	
 	 	 	
Ultimate Trend Rate	  	Pre-age 65	 	  	Post-age 65	 	
2010	  	 	5.5%	  	  	 	5.5%	  	
2009	  	 	5.0%	  	  	 	6.0%	  	
 	 	 	
Year at which the Rate Reaches
the Ultimate Trend Rate	  	Pre-age 65	 	  	Post-age 65	 	
2010	  	 	2016	  	  	 	2016	  	
2009	  	 	2014	  	  	 	2014	  	
Increasing the assumed trend rate for healthcare costs by one percentage point would increase the accumulated postretirement benefit obligation (the APBO) and total service and interest cost component approximately $498 and $59, respectively. Decreasing the assumed trend rate for healthcare costs by one percentage point would decrease the APBO and total service and interest cost component approximately $453 and $53, respectively. Based on amendments to the U.S. plan approved in 1999, which became effective in 2003, cost increases borne by the Company are limited to the Urban CPI, as defined.

FORM 10-K            Sonoco 2010 Annual Report	 	 	F23	  	

Table of Contents
Retirement Plan Assets
The following table sets forth the weighted-average asset allocations of the Company’s retirement plans at December 31, 2010 and 2009, by asset category.

Asset Category	  	U.S.	 	  	U.K.	 	  	Canada	 	
Equity securities	  	 	 	 	  	 	 	 	  	 	 	 	
2010	  	 	57.0%	  	  	 	73.9%	  	  	 	60.2%	  	
2009	  	 	46.1%	  	  	 	76.6%	  	  	 	71.2%	  	
 	 	 	 	
Debt securities	  	 	 	 	  	 	 	 	  	 	 	 	
2010	  	 	31.4%	  	  	 	22.6%	  	  	 	38.2%	  	
2009	  	 	35.4%	  	  	 	19.9%	  	  	 	25.6%	  	
 	 	 	 	
Alternative	  	 	 	 	  	 	 	 	  	 	 	 	
2010	  	 	11.6%	  	  	 	2.6%	  	  	 	0.0%	  	
2009	  	 	8.5%	  	  	 	2.7%	  	  	 	0.0%	  	
 	 	 	 	
Cash and short-term investments	  	 	 	 	  	 	 	 	  	 	 	 	
2010	  	 	0.00%	  	  	 	0.9%	  	  	 	1.6%	  	
2009	  	 	10.0%	  	  	 	0.8%	  	  	 	3.2%	  	
Total	  	 	 	 	  	 	 	 	  	 	 	 	
2010	  	 	100.0%	  	  	 	100.0%	  	  	 	100.0%	  	
2009	  	 	100.0%	  	  	 	100.0%	  	  	 	100.0%	  	
The Company employs a total-return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a desired level of risk. Alternative assets such as real estate, private equity and hedge funds are used to enhance expected long-term returns while improving portfolio diversification. Risk tolerance is established through consideration of plan liabilities, plan funded status and corporate financial condition. Investment risk is measured and monitored on an ongoing basis through periodic investment portfolio reviews and periodic asset/liability studies.
At December 31, 2010, total postretirement benefit plan assets were $1,063,424, of which $807,300 were assets of the U.S. Defined Benefit Plan.
U.S. Defined Benefit Plan
The equity investments are diversified among U.S. and non-U.S. stocks of small to large capitalizations. During 2008, the Company completed an asset/liability study for the U.S. Defined Benefit Plan. As a result, the investment mix of the Plan was altered to include a larger percentage allocation to longer duration domestic bonds as well as an increased allocation to international equity securities and alternative investments. The level of domestic equity securities was decreased to accommodate these changes. The current target allocation (midpoint) for the investment portfolio is: Equity Securities – 52.5%, Debt Securities – 34.5% Alternative – 13% and Cash – 0%. The large cash position at the end of 2009 was due to the timing of the Company’s $100,000 contribution in December 2009. At December 31, 2009, approximately $75,000 of cash and short-term investments were held by the Plan as the contribution was not fully invested in the targeted portfolio allocation until January 2010.
United Kingdom Defined Benefit Plan
The equity investments are diversified among U.K. and international stocks of small and large capitalizations. The current target allocation (midpoint) for the investment portfolio is: Equity Securities – 72%, Debt Securities – 22%, Alternative – 5% and Cash – 1%.
Canada Defined Benefit Plan
The equity investments are diversified among Canadian and international stocks of primarily large capitalizations and short to intermediate duration corporate and government bonds. The current target allocation (midpoint) for the investment portfolio is: Equity Securities – 60%, Debt Securities – 40%, Alternative – 0% and Cash – 0%.
Retiree Health and Life Insurance Plan Assets
The following table sets forth the weighted-average asset allocations of the Company’s U.S. retiree health and life insurance plan at December 31, 2010 and 2009, by asset category. As mentioned previously, the U.S. Retiree Health and Life Insurance Plan comprises approximately 99% of the Retiree Health liability. Therefore, the following information relates to the U.S. Plan only.

Asset Category	  	  	 	
Equity securities	  	 	 	 	
2010	  	 	50.7%	  	
2009	  	 	54.3%	  	
Debt securities	  	 	 	 	
2010	  	 	41.1%	  	
2009	  	 	37.0%	  	
Alternative	  	 	 	 	
2010	  	 	7.1%	  	
2009	  	 	5.3%	  	
Cash	  	 	 	 	
2010	  	 	1.1%	  	
2009	  	 	3.4%	  	
Total	  	 	 	 	
2010	  	 	100.0%	  	
2009	  	 	100.0%	  	
Contributions
Based on current actuarial estimates, the Company anticipates that the total contributions to its retirement plans and retiree health and life insurance plans will be approximately $109,000 in 2011, including an $85,000 contribution made to its U.S. qualified defined benefit pension plan in January 2011. No assurances can be made, however, about funding requirements beyond 2011, as they will depend largely on actual investment returns and future actuarial assumptions.
Plan Changes and Amendments
In December 2010, the Company’s Board of Directors approved an amendment to the U.S. qualified defined benefit pension plan that resulted in the plan being split into two separate plans effective January 1, 2011. The result of the split is the creation of a plan that includes only active participants (the “Active Plan”) and another larger plan that
 
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includes only inactive participants (the “Inactive Plan”). The projected benefit obligation of the U.S. qualified defined benefit pension at December 31, 2010, is presented prior to the split. The combined projected benefit obligation of the separate plans at January 1, 2011, is approximately $250 higher. Actuarial losses associated with the Active Plan will continue to be amortized over the average remaining service life of the active participants (approximately 10 years) while the actuarial losses associated with the Inactive Plan will be amortized over the remaining life expectancy of the inactive participants (approximately 22 years). The longer amortization period is expected to lower overall benefit plan expense by approximately $13 million in 2011. This benefit will be partially offset by lower assumed rates of return. With the split into two plans, the Company expects to employ a somewhat more conservative asset allocation strategy for the Inactive Plan.
During 2010, certain retiree medical benefits and life insurance coverage under the Company’s U.S. Retiree Medical and Life Insurance Plan were changed, reducing the accumulated postretirement benefit obligation by $4,566. The resulting prior service credit will be amortized over a period of approximately four years.
During 2009, the Company’s U.S. qualified defined benefit pension plan was amended to allow a lump sum payment option upon termination to plan participants who chose to freeze their benefit December 31, 2009 and move to the SIRP. The effect of this and other smaller amendments was a reduction in the projected benefit obligation of $4,300. Also during 2009, the Company amended its U.S. Retiree Medical and Life Insurance Plan to freeze the Company subsidy for both pre- and post-Medicare retiree medical coverage at 2009 levels effective January 1, 2010 and to eliminate any early retirement reduction factor applied to the Company subsidy for pre-Medicare coverage for current retirees as of December 31, 2009. In addition, the Company will no longer provide post-Medicare retiree medical coverage to its active employees or post-1981 retirees, except for certain union groups. The impact of these changes was an overall reduction in the accumulated postretirement benefit obligation of $17,625, which will be amortized over a period of 3.3 years.
During 2005, the Company announced changes in eligibility for retiree medical benefits effective January 1, 2006, for its U.S. plan. These changes included the elimination of a Company subsidy toward the costs of retiree benefits if certain age and service criteria were not met, as well as the elimination of Company-provided prescription drug benefits for Medicare-eligible retirees for those employees who retired after 1981 and for all future retirees. These changes resulted in an overall reduction in the accumulated postretirement benefit obligation of $38,132 in 2005, which was amortized over a period of 4.6 years. The benefit from the amortization of these prior service credits ceased during 2010.
Of the amounts included in Accumulated Other Comprehensive Loss (Income) as of December 31, 2010, the portions the Company expects to recognize as components of net periodic benefit cost in 2011 are as follows:

  	  	Retirement
Plans	 	  	Retiree Health
and Life
Insurance Plans	 	
Net actuarial loss	  	$	23,168	  	  	$	1,382	  	
Prior service cost/(credit)	  	 	140	  	  	 	(7,819	) 	
Net transition obligation	  	 	459	  	  	 	—  	  	
 	  	$	23,767	  	  	$	(6,437	) 	
Sonoco Savings Plan
The Sonoco Savings Plan is a defined contribution retirement plan provided for the Company’s U.S. employees. In accordance with the Internal Revenue Service’s “Safe Harbor” matching contributions and vesting provisions, the plan had provided 100% Company matching on the first 3% of pretax contributions, 50% Company matching on the next 2% of pretax contributions and 100% immediate vesting. The plan also provides for participant contributions of 1% to 30% of gross pay. The Company’s matching contribution to the Sonoco Savings Plan was temporarily suspended effective June 1, 2009. A modified matching contribution was subsequently reinstated by the Company effective January 1, 2010. Under the modified matching arrangement, the Company will match 50% on the first 4% of a participant’s pretax contributions. The Company’s expenses related to the plan for 2010, 2009 and 2008 were approximately $7,950, $7,400 and $15,600, respectively.
Sonoco Investment and Retirement Plan
The Sonoco Investment and Retirement Plan is a defined contribution pension plan provided for the Company’s salaried and non-union U.S. employees who were hired on or after January 1, 2004. The Company makes an annual contribution of 4% of all eligible pay plus 4% of eligible pay in excess of the Social Security wage base to eligible participant accounts. Participants are fully vested after five years of service or upon reaching age 55, if earlier. The Company’s expenses related to the plan for 2010, 2009 and 2008 were approximately $9,300, $4,250 and $4,550, respectively.
Other Plans
The Company also provides retirement and post-retirement benefits to certain other non-U.S. employees through various Company and local government sponsored defined contribution arrangements. For the most part, the liabilities related to these arrangements are funded in the period they arise. The Company’s expenses for these plans were not material for all years presented.

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13. Income taxes
The provision for taxes on income for the years ended December 31 consists of the following:

  	  	2010	 	 	2009	 	  	2008	 	
Pretax income	  	 	 	 	 	 	 	 	  	 	 	 	
Domestic	  	$	183,447	  	 	$	136,029	  	  	$	150,348	  	
Foreign	  	 	71,007	  	 	 	78,192	  	  	 	52,028	  	
Total pretax income	  	$	254,454	  	 	$	214,221	  	  	$	202,376	  	
Current	  	 	 	 	 	 	 	 	  	 	 	 	
Federal	  	$	26,560	  	 	$	24,656	  	  	$	44,431	  	
State	  	 	2,714	  	 	 	3,277	  	  	 	7,245	  	
Foreign	  	 	22,713	  	 	 	17,196	  	  	 	21,965	  	
Total current	  	$	51,987	  	 	$	45,129	  	  	$	73,641	  	
Deferred	  	 	 	 	 	 	 	 	  	 	 	 	
Federal	  	$	23,744	  	 	$	16,663	  	  	$	(3,781	) 	
State	  	 	1,187	  	 	 	1,855	  	  	 	(3,437	) 	
Foreign	  	 	(12,433	) 	 	 	3,171	  	  	 	(11,626	) 	
Total deferred	  	$	12,498	  	 	$	21,689	  	  	$	(18,844	) 	
Total taxes	  	$	64,485	  	 	$	66,818	  	  	$	54,797	  	
Deferred tax liabilities/(assets) are comprised of the following at December 31:

  	  	2010	 	 	2009	 	
Depreciation	  	$	93,321	  	 	$	103,244	  	
Other	  	 	0	  	 	 	5,082	  	
Intangibles	  	 	83,179	  	 	 	77,583	  	
Gross deferred tax liabilities	  	$	176,500	  	 	$	185,909	  	
Retiree health benefits	  	$	(11,869	) 	 	$	(17,623	) 	
Foreign loss carryforwards	  	 	(86,628	) 	 	 	(72,487	) 	
Capital loss carryforwards	  	 	(11,418	) 	 	 	(22,961	) 	
Employee benefits	  	 	(121,731	) 	 	 	(137,920	) 	
Accrued liabilities and other	  	 	(62,104	) 	 	 	(63,520	) 	
Gross deferred tax assets	  	$	(293,750	) 	 	$	(314,511	) 	
Valuation allowance on deferred tax assets	  	$	76,860	  	 	$	76,540	  	
Total deferred taxes, net	  	$	(40,390	) 	 	$	(52,062	) 	
Foreign subsidiary loss carryforwards of approximately $342,900 remain at December 31, 2010. Their use is limited to future taxable earnings of the respective foreign subsidiaries. Approximately $222,400 of these loss carryforwards do not have an expiration date. The remaining loss carryforwards expire at various dates in the future. Approximately $8,150 of state loss carryforwards and $4,600 of state credit carryforwards remain at December 31, 2010. The state loss and credit 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:

  	 	2010	 	 	2009	 	 	2008	 	
Statutory tax rate	 	$	89,059	  	 	 	35.0	% 	 	$	74,977	  	 	 	35.0	% 	 	$	70,832	  	 	 	35.0	% 	
State income taxes, net of
federal tax benefit	 	 	4,308	  	 	 	1.7	  	 	 	1,589	  	 	 	0.7	  	 	 	2,405	  	 	 	1.2	  	
Valuation allowance	 	 	(5,788	) 	 	 	(2.3	) 	 	 	1,526	  	 	 	0.7	  	 	 	5,351	  	 	 	2.6	  	
Tax examinations including change in reserve for uncertain tax positions	 	 	(2,878	) 	 	 	(1.1	) 	 	 	331	  	 	 	0.2	  	 	 	(2,332	) 	 	 	(1.2	) 	
Change in estimates related to prior years	 	 	1,274	  	 	 	0.5	  	 	 	(931	) 	 	 	(0.4	) 	 	 	(4,460	) 	 	 	(2.2	) 	
Foreign earnings taxed at other than U.S. rates	 	 	(17,153	) 	 	 	(6.8	) 	 	 	(5,808	) 	 	 	(2.7	) 	 	 	(13,252	) 	 	 	(6.5	) 	
Effect of tax rate changes enacted during the year	 	 	645	  	 	 	0.3	  	 	 	(1,219	) 	 	 	(0.6	) 	 	 	(616	) 	 	 	(0.3	) 	
Other, net	 	 	(4,982	) 	 	 	(2.0	) 	 	 	(3,647	) 	 	 	(1.7	) 	 	 	(3,131	) 	 	 	(1.5	) 	
Total taxes	 	$	64,485	  	 	 	25.3	% 	 	$	66,818	  	 	 	31.2	% 	 	$	54,797	  	 	 	27.1	% 	
The change in “Tax examinations including change in reserve for uncertain tax positions” is shown net of associated deferred taxes and accrued interest. Included in the change are net increases of $5,168, $4,645 and $7,166 for uncertain items arising in 2010, 2009 and 2008, respectively. Also included are adjustments related to prior year items, primarily decreases related to lapses of statutes of limitations in international, federal and state jurisdictions as well as overall changes in facts and judgment. These adjustments decreased the reserve by a total of $13,296, $4,314 and $9,498 in 2010, 2009 and 2008, respectively.
In many of the countries in which the Company operates, earnings are taxed at rates lower than in the U.S. This benefit is reflected in “Foreign earnings taxed at other than U.S. rates” along with other items, if any, that impacted taxes on foreign earnings in the periods presented. Included in 2009 is a $5,287 charge related to an unfavorable change in Mexican tax law. This change had retrospective effect back to 1999, and eliminated the benefits of filing consolidated returns in those periods. In 2010, there was a regulatory clarification of the 2009 law change, which resulted in recognition of a benefit of $5,474, offsetting the prior negative impact. Included in 2008 is an additional benefit of $4,313 from an adjustment to the basis of acquired assets of one of the Company’s Italian operations due to a change in local tax law.
The benefits included in “Change in estimates related to prior years” for each of the years presented consist primarily of adjustments to deferred tax assets and liabilities arising from the availability of more accurate estimates.
Undistributed earnings of international subsidiaries totaled $376,264 at December 31, 2010. Deferred taxes have not been provided on the undistributed earnings, as the Company considers these amounts to be indefinitely reinvested to finance international growth and expansion. If such amounts were remitted, loaned to the Company, or the stock in the foreign subsidiaries sold, these earnings could become subject to tax.
 
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Reserve for Uncertain Tax Positions
The following table sets forth the reconciliation of the gross amounts of unrecognized tax benefits at the beginning and ending of the periods indicated:

  	  	2010	 	 	2009	 	 	2008	 	
Gross Unrecognized Tax Benefits at January 1	  	$	45,600	  	 	$	34,800	  	 	$	36,700	  	
Increases in prior years’ unrecognized tax benefits	  	 	4,700	  	 	 	18,300	  	 	 	1,600	  	
Decreases in prior years’ unrecognized tax benefits	  	 	(16,600	) 	 	 	(5,700	) 	 	 	(3,000	) 	
Increases in current year unrecognized tax benefits	  	 	5,800	  	 	 	5,200	  	 	 	7,000	  	
Decreases in unrecognized tax benefits from the lapse of statutes of limitations	  	 	(7,000	) 	 	 	(5,300	) 	 	 	(6,400	) 	
Settlements	  	 	(4,400	) 	 	 	(1,700	) 	 	 	(1,100	) 	
Gross Unrecognized Tax Benefits at December 31	  	$	28,100	  	 	$	45,600	  	 	$	34,800	  	
Of the unrecognized tax benefit balances at December 31, 2010 and December 31, 2009, approximately $19,300 and $28,400, respectively, would have an impact on the effective tax rate if ultimately recognized.
Interest and/or penalties related to income taxes are reported as part of income tax expense. The Company had approximately $3,800 and $6,500 accrued for interest at December 31, 2010 and December 31, 2009, respectively. Tax expense for the year ended December 31, 2010 includes $1,800 of interest benefit, which is comprised of an interest benefit of approximately $5,300 related to the expiration of statutes of limitations and other releases and interest expense of $3,500 on unrecognized tax benefits. The amounts listed above for accrued interest and interest expense do not reflect the benefit of a federal tax deduction which would be available if the interest were ultimately paid.
The Company and/or its subsidiaries file federal, state and local income tax returns in the United States and various foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, or non-U.S., income tax examinations by tax authorities for years before 2007. With respect to state and local income taxes, the Company is no longer subject to examination prior to 2005, with few exceptions.
The estimate for the potential outcome of any uncertain tax issue is highly judgmental. The Company believes it has adequately provided for any reasonable foreseeable outcome related to these matters. However, future results may include favorable or unfavorable adjustments to estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. Additionally, the jurisdictions in which earnings or deductions are realized may differ from current estimates. As a result, the effective tax rate may fluctuate significantly on a quarterly basis.
14. Commitments and contingencies
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. The Company is also currently a defendant in a class action by persons who bought Company stock between February 7, 2007 and September 18, 2007. The complaint, as amended, alleges that the Company issued press releases and made public statements during the class period that were materially false and misleading. The complaint seeks an unspecified amount of damages plus interest and attorneys’ fees. As is the case with other companies in similar industries, the Company faces exposure from actual or potential claims and legal proceedings. Some of these exposures have the potential to be material. The Company cannot currently estimate the final outcome of many of the items described or the ultimate amount of potential losses.
While the ultimate liabilities relating to claims and proceedings may be significant to profitability in the period recognized, it is management’s opinion that such liabilities, when finally determined, will not have an adverse material effect on Sonoco’s consolidated financial position or liquidity.
Environmental Matters
During the fourth quarter of 2005, the U. S. Environmental Protection Agency (EPA) notified U.S. Paper Mills Corp. (U.S. Mills), a wholly owned subsidiary of the Company, that U.S. Mills and NCR Corporation (NCR), an unrelated party, would be jointly held responsible to undertake a program to remove and dispose of certain PCB-contaminated sediments at a particular site on the lower Fox River in Wisconsin (the “Site”) which is now labeled by the EPA as Phase 1. U.S. Mills and NCR reached an agreement between themselves that each would fund 50% of the costs of remediation, which through December 31, 2010 have totaled approximately $28,900. The Company has expensed a total of $17,650 ($12,500 in 2005 and $5,150 in 2007) for its share of the total estimated cleanup cost. Through December 31, 2010, a total of $14,467 has been spent on remediation of the Site. The remaining accrual of $3,183 represents the Company’s best estimate of what it is likely to pay to complete the Site project. However, the actual costs associated with cleanup of this particular site are dependent upon many factors and it is reasonably possible that remediation costs could be higher than the current estimate of project costs. The Company acquired U.S. Mills in 2001, and the alleged contamination predates the acquisition.
In February 2007, the EPA and Wisconsin Department of Natural Resources (WDNR) issued a general notice of potential liability under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and a request to participate in remedial action implementation negotiations relating to a stretch of the lower Fox River, including the bay at Green Bay (Operating Units 2 – 5), to eight potentially responsible parties, including U.S. Mills. Operating Units 2 – 5 include, but also comprise, a vastly larger area than the Site. Although it has not accepted any liability, U.S. Mills is reviewing this information and discussing possible remediation scenarios, and the

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allocation of responsibility therefor, with other potentially responsible parties. On April 9, 2007, U.S. Mills, in conjunction with other potentially responsible parties, presented to the EPA and the WDNR a proposed schedule to mediate the allocation issues among eight potentially responsible parties, including U.S. Mills. Non-binding mediation began in May 2007 and continued as bilateral/multilateral negotiations, although no agreement among the parties occurred.
On November 13, 2007, the EPA issued a unilateral Administrative Order for Remedial Action pursuant to Section 106 of CERCLA. The order requires U.S. Mills and the seven other respondents jointly to take various actions to clean up Operating Units 2 – 5. The order establishes two phases of work. The first phase consists of planning and design work as well as preparation for dredging and other remediation work and initially was required to be completed by December 31, 2008. The second phase consists primarily of dredging and disposing of contaminated sediments and capping of the dredged and less contaminated areas of the river bottom. The second phase was required to begin in 2009 and is expected to continue for several years. The order also provides for a $32.5 per day penalty for failure by a respondent to comply with its terms as well as exposing a non-complying respondent to potential treble damages. Although U.S. Mills has reserved its rights to contest liability for any portion of the work, it is cooperating with the other respondents to comply with the first phase of the order. However, its financial contribution will likely be determined by the lawsuit commenced in June 2008.
On June 12, 2008, NCR and Appleton Papers, Inc. (API), as plaintiffs, commenced suit in the United States District Court for the Eastern District of Wisconsin (No. 08-CV-0016-WCG) against U.S. Mills, as one of a number of defendants, seeking a declaratory judgment allocating among all the parties the costs and damages associated with the pollution and cleanup of the Lower Fox River. The suit also seeks damages from the defendants for amounts already spent by the plaintiffs, including natural resource damages, and future amounts to be spent by all parties with regard to the pollution and cleanup of the Lower Fox River. On December 16, 2009, the court issued an order which concluded that, under the equities of the case, NCR and API were not entitled to any contribution from U.S. Mills and other defendants, thereby granting the defendants’ motions for summary judgment and denying the plaintiffs’ motions for summary judgment. Although an order has been issued by the court, no appealable final judgment has been entered yet; nevertheless, NCR has reported that it intends to appeal the ruling, presumably after entry of the final judgment. Subsequent to the December 2009 ruling, U.S. Mills and other defendants made motions to have the court rule that, on the same basis as the December 2009 ruling, NCR would be responsible for any costs that U.S. Mills and the other defendants might incur, past, present and future. These motions are under advisement by the court. The Company believes that this suit will have a minimal, if any, impact on the total amount of the potential remediation costs associated with Operating Units 2 – 5, but it may have a substantial impact on U.S. Mills’ share of those costs. U.S. Mills plans to defend the suit vigorously.
On October 14, 2010, the EPA and WDNR filed suit against NCR, API, U.S. Mills and nine other defendants in the United States District Court for the Eastern District of Wisconsin (No. 10-CV-00910-WCG) pursuant to Sections 106 and 107 of CERCLA. The plaintiffs seek to recover unreimbursed costs incurred for activities undertaken in response to the release and threatened release of hazardous substances from facilities at or near the Lower Fox River and Green Bay as well as damages for injury to, loss of, and destruction of natural resources resulting from such releases. The plaintiffs also seek a ruling that the defendants are liable for future response costs of the plaintiffs and requiring the defendants to comply with the unilateral Administrative Order for Remedial Action discussed in prior filings. The Company does not believe that the remedies sought in the suit materially expand the Company’s potential liability beyond what has been disclosed in this report or in the Company’s prior filings with the SEC. U.S. Mills plans to defend the suit vigorously.
As of December 31, 2010, U.S. Mills had accrued a total of $55,544 for potential liabilities associated with the Fox River contamination (not including amounts accrued for remediation at the Site). That amount represents the minimum of the range of probable loss that can be reasonably estimated based on information available through the date of this report. In two separate actions during 2008, U.S. Mills increased its reserve for all Fox River related liabilities (other than the Site) from $20,000 to $60,825. Accordingly, U.S. Mills recognized additional pretax charges of $40,825 in 2008 for such potential liabilities. Also during 2008, settlements totaling $40,825 were reached on certain of the insurance policies covering the Fox River contamination. The recognition of these insurance settlements offset the impact to earnings of the additional charges in 2008. Through December 31, 2010, a total of $5,281, primarily legal fees, has been spent against this reserve. Although the Company lacks a reasonable basis for identifying any amount within the range of possible loss as a better estimate than any other amount, as has been previously disclosed, the upper end of the range may exceed the net worth of U.S. Mills. However, because the discharges of hazardous materials into the environment occurred before the Company acquired U.S. Mills, and U.S. Mills has been operated as a separate subsidiary of the Company, the Company does not believe that it bears financial responsibility for these legacy environmental liabilities of U.S. Mills. Therefore, the Company continues to believe that the maximum additional exposure to its consolidated financial position is limited to the equity position of U.S. Mills, which was approximately $85,000 at December 31, 2010.
The Company has been named as a potentially responsible party at several other environmentally contaminated sites. All of the sites are also the responsibility of other parties. The potential remediation liabilities are shared with such other parties, and, in most cases, the Company’s share, if any, cannot be reasonably estimated at the current time.
As of December 31, 2010 and 2009, the Company (and its subsidiaries) had accrued $62,026 and $63,800, respectively, related to environmental contingencies. Of these, a total of $58,727 and $60,414 relate to U.S. Mills at December 31, 2010 and 2009, respectively. These accruals are included in “Accrued expenses and other” on the
 
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Company’s Consolidated Balance Sheets. As discussed above, U.S. Mills also recognized a $40,825 benefit from cash settlements reached on certain insurance policies covering the Fox River contamination in 2008. U.S. Mills’ two remaining insurance carriers are in liquidation. It is possible that U.S. Mills may recover from these carriers a small portion of the costs it ultimately incurs. U.S. Mills may also be able to recoup some of the costs it incurs from other parties. There can be no assurance that such claims for recovery would be successful and no amounts have been recognized in the consolidated financial statements of the Company for such potential recovery or recoupment.
Commitments
As of December 31, 2010, the Company had long-term obligations to purchase electricity and steam, which it uses in its production processes, as well as long-term purchase commitments for certain raw materials, principally old corrugated containers. These purchase commitments require the Company to make total payments of approximately $386,800, as follows: $63,800 in 2011; $62,600 in 2012; $62,600 in 2013, $58,400 in 2014 and a total of $139,400 from 2015 through 2020.
15. Shareholders’ equity and earnings per share
Stock Repurchases
The Company’s Board of Directors has authorized the repurchase of up to 5,000,000 shares of the Company’s common stock. On December 3, 2010 the Company announced it would immediately begin repurchasing 2,000,000 shares of the 5,000,000 authorized. During 2010, a total of 695,036 shares were repurchased under this program at a cost of $23,219. Accordingly, at December 31, 2010, a total of 4,304,964 shares remain available for repurchase.
The Company occasionally repurchases shares of its common stock to satisfy employee tax withholding obligations in association with the exercise of stock appreciation rights and performance-based stock awards. These repurchases, which are not part of a publicly announced plan or program, totaled 43,084 shares during 2010 at a cost of $1,439.
Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share:

  	 	2010	 	 	2009	 	 	2008	 	
Numerator:	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to Sonoco	 	$	201,053	  	 	$	151,482	  	 	$	164,608	  	
Denominator:	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average common shares outstanding	 	 	101,599,000	  	 	 	100,780,000	  	 	 	100,321,000	  	
Dilutive effect of stock-based compensation	 	 	944,000	  	 	 	249,000	  	 	 	665,000	  	
Diluted outstanding shares	 	 	102,543,000	  	 	 	101,029,000	  	 	 	100,986,000	  	
 	 	 	 	
Per common share:	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to Sonoco:	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	1.98	  	 	$	1.50	  	 	$	1.64	  	
Diluted	 	$	1.96	  	 	$	1.50	  	 	$	1.63	  	
 
The Company declared dividends totaling $1.11 and $1.08 per share in 2010 and 2009, respectively.
Certain stock appreciation rights and options to purchase shares of the Company’s common stock are not dilutive because the exercise price is greater than the market price of the stock at the end of the fiscal year or they have not fully vested. Accordingly, the following shares were not included in the computations of diluted income per share amounts:

  	  	2010	 	  	2009	 	  	2008	 	
Anti-dilutive options/SARs	  	 	1,294,075	  	  	 	2,734,616	  	  	 	3,685,058	  	
These options/SARs may become dilutive in future periods if the market price of the Company’s common stock appreciates. No adjustments were made to reported net income in the computation of earnings per share.
16. Financial reporting for business segments
The Consumer Packaging segment includes the following products and services: round and shaped rigid containers and trays (both composite and plastic); printed flexible packaging; metal and peelable membrane ends and closures; and global brand artwork management.
The Tubes and Cores/Paper segment includes the following products: high-performance paper and composite paperboard tubes and cores; fiber-based construction tubes and forms; recycled paperboard, linerboard, corrugating medium, recovered paper and other recycled materials.
The Packaging Services segment provides the following products and services: designing, manufacturing, assembling, packing and distributing temporary, semipermanent and permanent point-of-purchase displays; and supply chain management services, including contract packing, fulfillment and scalable service centers.
All Other Sonoco represents the Company’s businesses that do not meet the aggregation criteria for inclusion as a separate reportable segment under U.S. GAAP. All Other Sonoco includes the following products: wooden, metal and composite wire and cable reels; molded and extruded plastics; custom-designed protective packaging; and paper amenities such as coasters and glass covers.
Restructuring, asset impairment and environmental remediation charges, interest expense, interest income, acquisition-related costs and debt tender charges are included in income before income taxes under “Corporate & Environmental.”

FORM 10-K            Sonoco 2010 Annual Report	 	 	F29	  	

Table of Contents
The following table sets forth financial information about each of the Company’s business segments:

Years ended December 31	 	
  	 	Consumer
Packaging	 	 	Tubes and
Cores/
Paper	 	 	Packaging
Services	 	 	All Other
Sonoco	 	 	Corporate &
Environmental	 	 	Consolidated	 	
Total Revenue	  	
2010	 	$	1,670,974	  	 	$	1,735,292	  	 	$	470,239	  	 	$	385,905	  	 	$	—	  	 	$	4,262,410	  	
2009	 	 	1,552,428	  	 	 	1,418,183	  	 	 	427,705	  	 	 	319,440	  	 	 	—	  	 	 	3,717,756	  	
2008	 	 	1,588,251	  	 	 	1,774,821	  	 	 	502,556	  	 	 	402,469	  	 	 	—	  	 	 	4,268,097	  	
Intersegment Sales1	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2010	 	$	2,475	  	 	$	90,296	  	 	$	1,099	  	 	$	44,419	  	 	$	—	  	 	$	138,289	  	
2009	 	 	1,827	  	 	 	79,049	  	 	 	1,167	  	 	 	38,382	  	 	 	—	  	 	 	120,425	  	
2008	 	 	1,789	  	 	 	100,185	  	 	 	1,190	  	 	 	42,548	  	 	 	—	  	 	 	145,712	  	
Sales to Unaffiliated Customers	  	 	 	 	 	 	 	 	 	
2010	 	$	1,668,499	  	 	$	1,644,996	  	 	$	469,140	  	 	$	341,486	  	 	$	—	  	 	$	4,124,121	  	
2009	 	 	1,550,601	  	 	 	1,339,134	  	 	 	426,538	  	 	 	281,058	  	 	 	—	  	 	 	3,597,331	  	
2008	 	 	1,586,462	  	 	 	1,674,636	  	 	 	501,366	  	 	 	359,921	  	 	 	—	  	 	 	4,122,385	  	
Income Before Income Taxes2	  	 	 	 	 	 	 	 	 	
2010	 	$	179,827	  	 	$	130,185	  	 	$	12,487	  	 	$	41,586	  	 	$	(109,631	) 	 	$	254,454	  	
2009	 	 	169,932	  	 	 	72,248	  	 	 	11,008	  	 	 	26,399	  	 	 	(65,366	) 	 	 	214,221	  	
2008	 	 	130,944	  	 	 	145,840	  	 	 	28,471	  	 	 	44,379	  	 	 	(147,258	) 	 	 	202,376	  	
Identifiable Assets3	  	 	 	 	 	 	 	 	 	
2010	 	$	1,233,909	  	 	$	1,380,325	  	 	$	312,914	  	 	$	200,801	  	 	$	153,065	  	 	$	3,281,014	  	
2009	 	 	1,070,323	  	 	 	1,347,772	  	 	 	302,496	  	 	 	177,510	  	 	 	164,479	  	 	 	3,062,580	  	
2008	 	 	1,076,604	  	 	 	1,286,477	  	 	 	300,586	  	 	 	180,873	  	 	 	241,926	  	 	 	3,086,466	  	
Depreciation, Depletion and Amortization4	  	 	 	 	 	 	 	 	 	
2010	 	$	72,517	  	 	$	79,610	  	 	$	8,633	  	 	$	8,905	  	 	$	—	  	 	$	169,665	  	
2009	 	 	69,483	  	 	 	85,520	  	 	 	10,872	  	 	 	7,712	  	 	 	—	  	 	 	173,587	  	
2008	 	 	73,679	  	 	 	87,654	  	 	 	11,016	  	 	 	10,685	  	 	 	—	  	 	 	183,034	  	
Capital Expenditures4	  	 	 	 	 	 	 	 	 	
2010	 	$	62,448	  	 	$	64,999	  	 	$	8,628	  	 	$	9,835	  	 	$	—	  	 	$	145,910	  	
2009	 	 	35,225	  	 	 	56,959	  	 	 	5,235	  	 	 	6,731	  	 	 	—	  	 	 	104,150	  	
2008	 	 	41,841	  	 	 	70,510	  	 	 	2,631	  	 	 	8,132	  	 	 	—	  	 	 	123,114	  	
1        Intersegment sales are recorded at a market-related transfer price.
2       Included in Corporate & Environmental are restructuring, asset impairment, acquisition-related costs and environmental charges associated with the following segments:	           

  	 	Consumer
Packaging	 	 	Tubes and
Cores/
Paper	 	 	Packaging
Services	 	 	All Other
Sonoco	 	 	Corporate &
Environmental	 	 	Total	 	
2010	 	$	16,197	  	 	$	6,098	  	 	$	1,969	  	 	$	1,323	  	 	$	321	  	 	$	25,908	  	
2009	 	 	3,767	  	 	 	18,857	  	 	 	1,270	  	 	 	2,081	  	 	 	826	  	 	 	26,801	  	
2008	 	 	21,695	  	 	 	32,669	  	 	 	2,058	  	 	 	988	  	 	 	42,651	  	 	 	100,061	  	
 	The remaining amounts reported as Corporate & Environmental consist of interest expense, interest income and debt tender charges.	
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.	
4	Depreciation, depletion and amortization, as well as capital expenditures that are incurred at Corporate, are allocated to the reportable segments and All Other Sonoco.	
Geographic Regions
Sales to unaffiliated customers and long-lived assets by geographic region are as follows:

  	  	2010	 	  	2009	 	  	2008	 	
Sales to Unaffiliated Customers	  	 	 	 	  	 	 	 	  	 	 	 	
United States	  	$	2,659,844	  	  	$	2,315,075	  	  	$	2,596,641	  	
Europe	  	 	693,719	  	  	 	616,744	  	  	 	762,143	  	
Canada	  	 	328,849	  	  	 	315,880	  	  	 	374,122	  	
All other	  	 	441,709	  	  	 	349,632	  	  	 	389,479	  	
Total	  	$	4,124,121	  	  	$	3,597,331	  	  	$	4,122,385	  	
Long-lived Assets	  	 	 	 	  	 	 	 	  	 	 	 	
United States	  	$	1,349,561	  	  	$	1,285,838	  	  	$	1,314,106	  	
Europe	  	 	289,418	  	  	 	308,012	  	  	 	320,271	  	
Canada	  	 	262,903	  	  	 	246,835	  	  	 	228,630	  	
All other	  	 	119,690	  	  	 	114,658	  	  	 	103,814	  	
Total	  	$	2,021,572	  	  	$	1,955,343	  	  	$	1,966,821	  	
Sales are attributed to countries/regions based upon the plant location from which products are shipped. Long-lived assets are comprised of property, plant and equipment, goodwill, intangible assets and investment in affiliates (see Notes 6 and 7).
17. Accumulated other comprehensive loss
The following table summarizes the components of accumulated other comprehensive loss and the changes in accumulated other comprehensive loss, net of tax as applicable, for the years ended December 31, 2010 and 2009:

  	 	Foreign
Currency
Translation
Adjustments	 	 	Defined
Benefit
Plans	 	 	Derivative
Financial
Instruments	 	 	Accumulated
Other
Comprehensive
Loss	 	
Balance at December 31, 2008	 	$	(68,737	) 	 	$	(372,807	) 	 	$	(13,135	) 	 	$	(454,679	) 	
Change during 2009	 	 	79,535	  	 	 	56,149	  	 	 	8,526	  	 	 	144,210	  	
Balance at December 31, 2009	 	$	10,798	  	 	$	(316,658	) 	 	$	(4,609	) 	 	$	(310,469	) 	
Change during 2010	 	 	6,887	  	 	 	13,621	  	 	 	(2,906	) 	 	 	17,602	  	
Balance at December 31, 2010	 	$	17,685	  	 	$	(303,037	) 	 	$	(7,515	) 	 	$	(292,867	) 	
The cumulative tax benefit on Derivative Financial Instruments was $4,406 and $2,720 at December 31, 2010 and 2009, respectively. The tax benefit on Derivative Financial Instruments increased by $1,686 during the year ended December 31, 2010, and decreased by $(4,960) during the year ended December 31, 2009.
The cumulative tax benefit on Defined Benefit Plans was $179,628 and $186,001 at December 31, 2010 and 2009, respectively. The tax benefit on Defined Benefit Plans decreased by $(6,373) during the year ended December 31, 2010, and decreased by $(39,257) during the year ended December 31, 2009.
 
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The change in defined benefit plans includes pretax changes of $(152) during the year ended December 31, 2010 and $(2,439) during the year ended December 31, 2009 related to changes in benefit plans of one of the Company’s equity method investments.
18. Selected quarterly financial data
The following table sets forth selected quarterly financial data of the Company:

(Unaudited)	 	First
Quarter	 	 	Second
Quarter	 	 	Third
Quarter	 	 	Fourth
Quarter	 	
2010	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	935,133	  	 	$	1,010,116	  	 	$	1,051,725	  	 	$	1,127,147	  	
Gross profit	 	 	175,758	  	 	 	192,524	  	 	 	199,584	  	 	 	199,666	  	
Restructuring/Asset impairment charges	 	 	(3,947	) 	 	 	(2,511	) 	 	 	(12,166	) 	 	 	(5,375	) 	
Net income attributable to Sonoco	 	 	48,572	  	 	 	58,953	  	 	 	59,019	  	 	 	34,509	  	
Per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to Sonoco:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
- basic	 	$	.48	  	 	$	.58	  	 	$	.58	  	 	$	.34	  	
- diluted	 	 	.48	  	 	 	.58	  	 	 	.57	  	 	 	.33	  	
Cash dividends	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
- common	 	 	.27	  	 	 	.28	  	 	 	.28	  	 	 	.28	  	
Market price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
- high	 	 	31.86	  	 	 	35.87	  	 	 	34.00	  	 	 	35.04	  	
- low	 	 	26.17	  	 	 	28.83	  	 	 	29.66	  	 	 	31.75	  	
2009	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	800,629	  	 	$	864,231	  	 	$	930,560	  	 	$	1,001,911	  	
Gross profit	 	 	140,863	  	 	 	158,284	  	 	 	173,056	  	 	 	193,843	  	
Restructuring/Asset impairment charges	 	 	(7,210	) 	 	 	(10,386	) 	 	 	(158	) 	 	 	(9,047	) 	
Net income attributable to Sonoco	 	 	23,122	  	 	 	33,610	  	 	 	47,671	  	 	 	47,079	  	
Per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to Sonoco:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
- basic	 	$	.23	  	 	$	.33	  	 	$	.47	  	 	$	.47	  	
- diluted	 	 	.23	  	 	 	.33	  	 	 	.47	  	 	 	.46	  	
Cash dividends	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
- common	 	 	.27	  	 	 	.27	  	 	 	.27	  	 	 	.27	  	
Market price	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
- high	 	 	25.41	  	 	 	26.18	  	 	 	28.95	  	 	 	30.61	  	
- low	 	 	16.70	  	 	 	20.27	  	 	 	22.58	  	 	 	26.17	  	

FORM 10-K            Sonoco 2010 Annual Report	 	 	F31	  	

Table of Contents
 
Item 9. Changes in and disagreements with accountants on accounting and financial disclosure
Not applicable.
Item 9A. Controls and procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision, and with the participation, of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, our principal executive officer and principal financial officer concluded that such controls and procedures, as of the end of the year covered by this Annual Report on Form 10-K, were effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2010. PricewaterhouseCoopers LLP (PwC), our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2010, and has issued an attestation report, which appears at the beginning of Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
The Company is continuously seeking to improve the efficiency and effectiveness of its operations and of its internal controls. This results in refinements to processes throughout the Company. However, there has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other information
Not applicable.

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Part III
 
Item 10. Directors, executive officers and corporate governance
The information set forth in the Company’s definitive Proxy Statement for the annual meeting of shareholders to be held on April 20, 2011 (the Proxy Statement), under the captions “Election of Directors,” “Information Concerning Directors Whose Terms Continue,” “Additional Information About Experience and Qualifications of Directors and Nominees,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” is incorporated herein by reference. Information about executive officers of the Company is set forth in Item 1 of this Annual Report on Form 10-K under the caption “Executive Officers of the Registrant.”
Code of Ethics – The Company has adopted a code of ethics (as defined in Item 406 of Regulation S-K) that applies to its principal executive officer, principal financial officer, principal accounting officer, and other senior executive and senior financial officers. This code of ethics is available through the Company’s Web site,  www.sonoco.com , and is available in print to any shareholder who requests it. Any waivers or amendments to the provisions of this code of ethics will be posted to this Web site within four business days after the waiver or amendment.
Audit Committee Members – The Company has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The audit committee is comprised of the following members: Marc D. Oken, Chairman; Edgar H. Lawton III; Caleb C. Fort; John E. Linville; James M. Micali; and Phillipe R. Rollier.
Audit Committee Financial Expert – The Company’s Board of Directors has determined that the Company has at least one “audit committee financial expert,” as that term is defined by Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission, serving on its audit committee. Marc D. Oken meets the terms of the definition and is independent based on the criteria in the New York Stock Exchange Listing Standards. Pursuant to the terms of Item 407(d)(5) of Regulation S-K, a person who is determined to be an “audit committee financial expert” will not be deemed an expert for any purpose as a result of being designated or identified as an “audit committee financial expert” pursuant to Item 407, and such designation or identification does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and Board of Directors in the absence of such designation or identification. Further, the designation or identification of a person as an “audit committee financial expert” pursuant to Item 407 does not affect the duties, obligations or liability of any other member of the audit committee or Board of Directors.
The Company’s Corporate Governance Guidelines, Audit Committee Charter, Corporate Governance and Nominating Committee Charter and Executive Compensation Committee Charter are available through the Company’s Web site,  www.sonoco.com . This information is available in print to any shareholder who requests it.
Item 11. Executive compensation
The information set forth in the Proxy Statement under the caption “Compensation Committee Interlocks and Insider Participation,” under the caption “Executive Compensation,” and under the caption “Director Compensation” is incorporated herein by reference. The information set forth in the Proxy Statement under the caption “Compensation Committee Report” is also incorporated herein by reference, but pursuant to the Instructions to Item 407(e)(5) of Regulation S-K, such report shall not be deemed to be “soliciting material” or subject to Regulation 14A, and shall be deemed to be “furnished” and not “filed” and will not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 as a result of being so furnished.
Item 12. Security ownership of certain beneficial owners and management and related stockholder matters
The information set forth in the Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners,” and under the caption “Security Ownership of Management” is incorporated herein by reference.
 
Equity Compensation Plan Information
The following table sets forth aggregated information about all of the Company’s compensation plans (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance as of December 31, 2010:

Plan category	  	Number of securities  
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)	 	  	Weighted-average
exercise price of
outstanding options,  
warrants and rights
(b)	 	  	Number of securities
remaining available for  
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)) 1
(c)	 	
Equity compensation plans approved by security holders	  	 	7,150,900	  	  	$	27.95	  	  	 	4,634,268	  	
Equity compensation plans not approved by security holders	  	 	—	  	  	 	—	  	  	 	—	  	
Total	  	 	7,150,900	  	  	$	27.95	  	  	 	4,634,268	  	
1	The Sonoco Products Company 2008 Long-Term Incentive Plan was adopted at the Company’s 2008 Annual Meeting of Shareholders. The maximum number of shares of common stock that may be issued under this plan is 8,500,000 shares, subject to certain adjustments. Awards prior to 2008 were granted under a previous plan and so do not reduce the number remaining available under the current plan.	

FORM 10-K             Sonoco 2010 Annual Report	 	 	33	  	

Table of Contents
 
The weighted-average exercise price of $27.95 relates to stock options, stock appreciation rights, and deferred compensation stock units, which account for 5,542,685 of the 7,150,900 securities issuable upon exercise. The remaining securities relate to performance-contingent restricted stock units and restricted stock unit awards that have no exercise price requirement.
Item 13. Certain relationships and related transactions, and director independence
The information set forth in the Proxy Statement under the captions “Related Party Transactions” and “Corporate Governance – Director Independence Policies” is incorporated herein by reference. Each member of the Audit, Corporate Governance and Nominating, and Executive Compensation Committees is independent as defined in the listing standards of the New York Stock Exchange.
Item 14. Principal accountant fees and services
The information set forth in the Proxy Statement under the caption “Independent Registered Public Accounting Firm” is incorporated herein by reference.

34	 	 	 	 	 	 	

Table of Contents
Part IV
 
Item 15. Exhibits and financial statement schedules

(a)	  	1.	  	Financial Statements – The following financial statements are provided under Item 8 – Financial Statements and Supplementary Data of this Annual Report on Form 10-K:	
 	 	 	
 	  	 	  	–   Consolidated Balance Sheets as of December 31, 2010 and 2009	
 	 	 	
 	  	 	  	–   Consolidated Statements of Income for the years ended December 31, 2010, 2009 and 2008	
 	 	 	
 	  	 	  	–   Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2010, 2009 and 2008	
 	 	 	
 	  	 	  	–   Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2010, 2009 and 2008	
 	 	 	
 	  	 	  	–   Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008	
 	 	 	
 	  	 	  	–   Notes to Consolidated Financial Statements	
 	 	 	
 	  	 	  	–   Report of Independent Registered Public Accounting Firm	
 	 	 	
 	  	2.	  	Financial Statement Schedules	
 	 	 	
 	  	 	  	Schedule II – Valuation and Qualifying Accounts for the Years Ended December 31, 2010, 2009 and 2008.	

Column A	  	Column B	 	  	Column C - Additions	 	 	Column D	 	 	Column E	 	
Description	  	Balance at
Beginning
of Year	 	  	Charged to
Costs and
Expenses	 	 	Charged to
Other	 	 	Deductions	 	 	Balance
at End
of Year	 	
2010	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Allowance for Doubtful Accounts	  	$	10,978	  	  	$	1,914	  	 	$	(71	)1 	 	$	4,207	2 	 	$	8,614	  	
LIFO Reserve	  	 	19,155	  	  	 	(1,988	)3 	 	 	 	 	 	 	 	 	 	 	17,167	  	
Valuation Allowance on Deferred Tax Assets	  	 	76,540	  	  	 	13,690	4 	 	 	(3,532	)5 	 	 	9,838	6 	 	 	76,860	  	
 	 	 	 	 	 	
2009	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Allowance for Doubtful Accounts	  	$	9,269	  	  	$	5,825	  	 	$	705	1 	 	$	4,821	2 	 	$	10,978	  	
LIFO Reserve	  	 	17,667	  	  	 	1,488	3 	 	 	 	 	 	 	 	 	 	 	19,155	  	
Valuation Allowance on Deferred Tax Assets	  	 	73,632	  	  	 	4,121	4 	 	 	1,928	5 	 	 	3,141	6 	 	 	76,540	  	
 	 	 	 	 	 	
2008	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Allowance for Doubtful Accounts	  	$	9,519	  	  	$	4,516	  	 	$	(395	)1 	 	$	4,371	2 	 	$	9,269	  	
LIFO Reserve	  	 	16,404	  	  	 	1,263	3 	 	 	 	 	 	 	 	 	 	 	17,667	  	
Valuation Allowance on Deferred Tax Assets	  	 	73,175	  	  	 	11,396	4 	 	 	(4,894	)5 	 	 	6,045	6 	 	 	73,632	  	
 	 	 	 	 	
 	  	 	  	1   Includes translation adjustments and other insignificant adjustments.	
 	  	 	  	2   Includes amounts written off.	
 	  	 	  	3   Includes adjustments based on pricing and inventory levels.	
 	  	 	  	4   Includes creation of foreign and domestic deferred tax assets for which no benefit is expected to be realized.	
 	  	 	  	5   Includes translation adjustments.	
 	  	 	  	6   Includes utilization and expiration of capital loss carryforwards, net operating loss carryforwards, and other deferred tax assets.	
 	  	 	  	7   Includes changes in valuation allowance due to foreign net operating losses and translation adjustments.	
 	 	 	
 	  	 	  	    All other schedules not included have been omitted because they are not required, are not applicable or the required information is given in the financial statements or notes thereto.	
 	 	 	
 	  	3.	  	Exhibits	
 	 	 	
 	  	3-1	  	Articles of Incorporation, as amended (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended June 27, 1999)	
 	 	 	
 	  	3-2	  	By-Laws, as amended (incorporated by reference to the Registrant’s Form 8-K filed December 6, 2007)	
 	 	 	
 	  	4-1	  	Indenture, dated as of June 15, 1991, between Registrant and The Bank of New York, as Trustee (incorporated by reference to the Registrant’s Form S-4 (File Number 333-119863))	

FORM 10-K             Sonoco 2010 Annual Report	 	 	35	  	

Table of Contents
 	 	 	 	 	
 	  	4-2	  	First Supplemental Indenture, dated as of June 23, 2004, between Registrant and The Bank of New York, as Trustee (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended June 27, 2004)	
 	 	 	
 	  	4-3	  	Second Supplemental Indenture, dated as of November 1, 2010, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Registrant’s Form 8-K filed October 28, 2010)	
 	 	 	
 	  	4-4	  	Form of Note for 5.625% Notes due 2016 (incorporated by reference to the Registrant’s Form S-4 (File Number 333-119863))	
 	 	 	
 	  	4-5	  	Form of Note for 6.50% Notes due November 15, 2013 (incorporated by reference to Registrant’s Form 10-Q for the quarter ended September 30, 2001)	
 	 	 	
 	  	4-6	  	Form of Note for 5.75% Notes due 2040 (incorporated by reference to form 8-K filed October 28, 2010 – Appendix A to Second Supplemental Indenture)	
 	 	 	
 	  	10-1	  	1991 Sonoco Products Company Key Employee Stock Plan, as amended (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2007)	
 	 	 	
 	  	10-2	  	Sonoco Products Company 1996 Non-employee Directors’ Stock Plan, as amended (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2007)	
 	 	 	
 	  	10-3	  	Sonoco Savings Plan, as amended (incorporated by reference to the Registrant’s Form S-8 filed October 28, 2002 (File No. 333-100799) and Form 10-Q for the quarter ended March 29, 2009)	
 	 	 	
 	  	10-4	  	Sonoco Products Company 2008 Long-Term Incentive Plan (incorporated by reference to the Company’s Proxy Statement for the Annual Meeting of Shareholders on April 16, 2008)	
 	 	 	
 	  	10-5	  	Deferred Compensation Plan for Key Employees of Sonoco Products Company (a.k.a. Deferred Compensation Plan for Corporate Officers of Sonoco Products Company), as amended (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 28, 2008)	
 	 	 	
 	  	10-6	  	Omnibus Benefit Restoration Plan of Sonoco Products Company, amended and restated as of January 1, 2008 (incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2008 and Form 10-Q for the quarter ended March 29, 2009)	
 	 	 	
 	  	10-7	  	Deferred Compensation Plan for Outside Directors of Sonoco Products Company, as amended (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 28, 2008)	
 	 	 	
 	  	10-8	  	Form of Executive Bonus Life Agreement between the Company and certain executive officers (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 26, 2004)	
 	 	 	
 	  	10-9	  	Form of Executive Bonus Life Supplemental Agreement between the Company and Charles L. Sullivan, Jr. (incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2004)	
 	 	 	
 	  	10-10	  	Adjustment to Supplemental Executive Retirement Plan for Charles L. Sullivan, Jr. (incorporated by reference to Registrant’s Form 8-K filed April 22, 2005)	
 	 	 	
 	  	10-11	  	Amendment to terms of Restricted Stock Units granted to Harris E. DeLoach, Jr. (incorporated by reference to Registrant’s Form 8-K filed October 19, 2005)	
 	 	 	
 	  	10-12	  	Amendments to the Omnibus Benefit Restoration Plan of Sonoco Products Company, dated February 10, 2010 (incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2009)	
 	 	 	
 	  	10-13	  	Second Amended and Restated Credit Agreement, effective October 18, 2010	
 	 	 	
 	  	10-14	  	Sonoco Investment and Retirement Plan, effective January 1, 2004 (incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2007)	
 	 	 	
 	  	10-15	  	Sonoco Products Company Amended and Restated Trust Agreement for Executives, as of October 15, 2008 (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 28, 2008)	
 	 	 	
 	  	10-16	  	Sonoco Products Company Amended and Restated Directors Deferral Trust Agreement, as of October 15, 2008 (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 28, 2008)	
 	 	 	
 	  	10-17	  	Description of Stock Appreciation Rights and Performance Contingent Restricted Stock Units granted to executive officers of the Registrant on February 5, 2008 (incorporated by reference to Registrant’s Form 8-K filed February 22, 2008)	

36	 	 	 	 	 	 	

Table of Contents
 	 	 	 	 	
 	  	10-18	  	Description of Stock Appreciation Rights and Performance Contingent Restricted Stock Units granted to executive officers of the Registrant on February 3, 2009 (incorporated by reference to Registrant’s Form 8-K filed February 9, 2009)	
 	 	 	
 	  	10-19	  	Description of Stock Appreciation Rights and Performance Contingent Restricted Stock Units granted to executive officers of the Registrant on February 9, 2010 (incorporated by reference to Registrant’s Form 8-K filed February 16, 2010)	
 	 	 	
 	  	10-20	  	Performance-Based Annual Incentive Plan for Executive Officers (incorporated by reference to the Registrant’s Proxy Statement for the April 19, 2000 Annual Meeting of Shareholders)	
 	 	 	
 	  	12	  	Statements regarding Computation of Ratio of Earnings to Fixed Charges	
 	 	 	
 	  	21	  	Subsidiaries of the Registrant	
 	 	 	
 	  	23	  	Consent of Independent Registered Public Accounting Firm with respect to Registrant’s Form 10-K	
 	 	 	
 	  	31	  	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and 17 C.F.R. 240.13a-14(a)	
 	 	 	
 	  	32	  	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 17 C.F.R. 240.13a-14(b)	
 	 	 	
 	  	99	  	Proxy Statement, filed in conjunction with annual shareholders’ meeting scheduled for April 20, 2011 (to be filed within 120 days after December 31, 2010)	
 	 	 	
 	  	101.INS	  	XBRL Instance Document*	
 	 	 	
 	  	101.SCH	  	XBRL Taxonomy Extension Schema Document	
 	 	 	
 	  	101.CAL	  	XBRL Taxonomy Extension Calculation Linkbase Document	
 	 	 	
 	  	101.LAB	  	XBRL Taxonomy Extension Label Linkbase Document	
 	 	 	
 	  	101.PRE	  	XBRL Taxonomy Extension Presentation Linkbase Document	
*	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.	

FORM 10-K             Sonoco 2010 Annual Report	 	 	37	  	

Table of Contents
Signatures
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28 th  day of February 2011.

SONOCO PRODUCTS COMPANY	

Harris E. DeLoach, Jr.	
Chairman and Chief Executive Officer	
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 28 th  day of February 2011.

 	
Charles J. Hupfer	
Senior Vice President and Chief Financial Officer	
(principal financial officer)	

 	
Barry L. Saunders	
Vice President and Corporate Controller	
(principal accounting officer)	

38	 	 	 	 	 	 	

Table of Contents
Signatures, continued

/s/    H.E. DeLoach, Jr.        
H.E. DeLoach, Jr.	  	Chief Executive Officer and Director (Chairman)	
 	 	
/s/    J.L. Coker        
J.L. Coker	  	Director	
 	 	
/s/    P.L. Davies        
P.L. Davies	  	Director	
 	 	
/s/    C.C. Fort        
C.C. Fort	  	Director	
 	 	
/s/    E.H. Lawton, III        
E.H. Lawton, III	  	Director	
 	 	
/s/    J.E. Linville        
J.E. Linville	  	Director	
 	 	
/s/    J.M. Micali        
J.M. Micali	  	Director	
 	 	
/s/    J.H. Mullin, III        
J.H. Mullin, III	  	Director	
 	 	
/s/    L.W. Newton        
L.W. Newton	  	Director	
 	 	
/s/    M.D. Oken        
M.D. Oken	  	Director	
 	 	
/s/    P.R. Rollier        
P.R. Rollier	  	Director	
 	 	
/s/    T.E. Whiddon        
T.E. Whiddon	  	Director	

FORM 10-K             Sonoco 2010 Annual Report	 	 	39	  	

Table of Contents
Exhibit Index

3-1	  	Articles of Incorporation, as amended (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended June 27, 1999)	
 	 	
3-2	  	By-Laws, as amended (incorporated by reference to the Registrant’s Form 8-K filed December 6, 2007)	
 	 	
4-1	  	Indenture, dated as of June 15, 1991, between Registrant and The Bank of New York, as Trustee (incorporated by reference to the Registrant’s Form S-4 (File Number 333-119863))	
 	 	
4-2	  	First Supplemental Indenture, dated as of June 23, 2004, between Registrant and The Bank of New York, as Trustee (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended June 27, 2004)	
 	 	
4-3	  	Second Supplemental Indenture, dated as of November 1, 2010, between The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Registrant’s Form 8-K filed October 28, 2010)	
 	 	
4-4	  	Form of Note for 5.625% Notes due 2016 (incorporated by reference to the Registrant’s Form S-4 (File Number 333-119863))	
 	 	
4-5	  	Form of Note for 6.50% Notes due November 15, 2013 (incorporated by reference to Registrant’s Form 10-Q for the quarter ended September 30, 2001)	
 	 	
4-6	  	Form of Note for 5.75% Notes due November 2040 (incorporated by reference to Form 8-K filed October 28, 2010 – Appendix A to Second Supplemental Indenture)	
 	 	
10-1	  	1991 Sonoco Products Company Key Employee Stock Plan, as amended (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2007)	
 	 	
10-2	  	Sonoco Products Company 1996 Non-employee Directors’ Stock Plan, as amended (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2007)	
 	 	
10-3	  	Sonoco Savings Plan, as amended (incorporated by reference to the Registrant’s Form S-8 filed October 28, 2002 (File No. 333-100799) and Form 10-Q for the quarter ended March 29, 2009)	
 	 	
10-4	  	Sonoco Products Company 2008 Long-Term Incentive Plan (incorporated by reference to the Company’s Proxy Statement for the Annual Meeting of Shareholders on April 16, 2008)	
 	 	
10-5	  	Deferred Compensation Plan for Key Employees of Sonoco Products Company (a.k.a. Deferred Compensation Plan for Corporate Officers of Sonoco Products Company), as amended (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 28, 2008)	
 	 	
10-6	  	Omnibus Benefit Restoration Plan of Sonoco Products Company, amended and restated as of January 1, 2008 (incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2009 and Form 10-Q for the quarter ended March 29, 2009)	
 	 	
10-7	  	Deferred Compensation Plan for Outside Directors of Sonoco Products Company, as amended (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 28, 2008)	
 	 	
10-8	  	Form of Executive Bonus Life Agreement between the Company and certain executive officers (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 26, 2004)	
 	 	
10-9	  	Form of Executive Bonus Life Supplemental Agreement between the Company and Charles L. Sullivan, Jr. (incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2004)	
 	 	
10-10	  	Adjustment to Supplemental Executive Retirement Plan for Charles L. Sullivan, Jr. (incorporated by reference to Registrant’s Form 8-K filed April 22, 2005)	
 	 	
10-11	  	Amendment to terms of Restricted Stock Units granted to Harris E. DeLoach, Jr. (incorporated by reference to Registrant’s Form 8-K filed October 19, 2005)	
 	 	
10-12	  	Amendments to the Omnibus Benefit Restoration Plan of Sonoco Products Company, dated February 10, 2010 (incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2009)	
 	 	
10-13	  	Second Amended and Restated Credit Agreement, effective October 18, 2010	
 	 	
10-14	  	Sonoco Investment and Retirement Plan, effective January 1, 2004 (incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2007)	
 	 	
10-15	  	Sonoco Products Company Amended and Restated Trust Agreement for Executives, as of October 15, 2008 (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 28, 2008)	
 	 	
10-16	  	Sonoco Products Company Amended and Restated Directors Deferral Trust Agreement, as of October 15, 2008 (incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 28, 2008)	
 	 	
10-17	  	Description of Stock Appreciation Rights and Performance Contingent Restricted Stock Units granted to executive officers of the Registrant on February 5, 2008 (incorporated by reference to Registrant’s Form 8-K filed February 22, 2008)	

40	 	 	 	 	 	 	

Table of Contents
Exhibit Index, continued

 	 	
10-18	  	Description of Stock Appreciation Rights and Performance Contingent Restricted Stock Units granted to executive officers of the Registrant on February 3, 2009 (incorporated by reference to Registrant’s Form 8-K filed February 9, 2009)	
 	 	
10-19	  	Description of Stock Appreciation Rights and Performance Contingent Restricted Stock Units granted to executive officers of the Registrant on February 9, 2010 (incorporated by reference to Registrant’s Form 8-K filed February 16, 2010)	
 	 	
10-20	  	Performance-Based Annual Incentive Plan for Executive Officers (incorporated by reference to the Registrant’s Proxy Statement for the April 19, 2000 Annual Meeting of Shareholders)	
 	 	
12	  	Statements regarding Computation of Ratio of Earnings to Fixed Charges	
 	 	
21	  	Subsidiaries of the Registrant	
 	 	
23	  	Consent of Independent Registered Public Accounting Firm with respect to Registrant’s Form 10-K	
 	 	
31	  	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and 17 C.F.R. 240.13a-14(a)	
 	 	
32	  	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 17 C.F.R. 240.13a-14(b)	
 	 	
99	  	Proxy Statement, filed in conjunction with annual shareholders’ meeting scheduled for April 20, 2011 (to be filed within 120 days after December 31, 2010)	
 	 	
101.INS	  	XBRL Instance Document*	
 	 	
101.SCH	  	XBRL Taxonomy Extension Schema Document	
 	 	
101.CAL	  	XBRL Taxonomy Extension Calculation Linkbase Document	
 	 	
101.LAB	  	XBRL Taxonomy Extension Label Linkbase Document	
 	 	
101.PRE	  	XBRL Taxonomy Extension Presentation Linkbase Document	
*	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.	

FORM 10-K             Sonoco 2010 Annual Report	 	 	41	  	

Exhibit 10-13

 
Published CUSIP Numbers:
Deal: 83549UAA5
Revolver: 83549UAB3
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF OCTOBER 18, 2010
among
SONOCO PRODUCTS COMPANY,
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer
and
The Other Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC
and
WELLS FARGO SECURITIES, LLC,
as Joint Lead Arrangers and Joint Book Managers
WELLS FARGO BANK, National Association,
as Syndication Agent

 

TABLE OF CONTENTS

Section	  	 	  	Page	 	
 	 	 	
ARTICLE I.	  	DEFINITIONS AND ACCOUNTING TERMS	  	 	1	  	
1.01	  	Defined Terms.	  	 	1	  	
1.02	  	Other Interpretive Provisions.	  	 	20	  	
1.03	  	Accounting Terms.	  	 	20	  	
1.04	  	Rounding.	  	 	21	  	
1.05	  	Times of Day.	  	 	21	  	
1.06	  	Letter of Credit Amounts.	  	 	21	  	
 	 	 	
ARTICLE II.	  	THE COMMITMENTS AND BORROWINGS	  	 	21	  	
2.01	  	Committed Loans.	  	 	22	  	
2.02	  	Borrowings, Conversions and Continuations of Committed Loans.	  	 	22	  	
2.03	  	Letters of Credit.	  	 	23	  	
2.04	  	Swing Line Loans.	  	 	32	  	
2.05	  	Prepayments.	  	 	35	  	
2.06	  	Termination or Reduction of Commitments.	  	 	35	  	
2.07	  	Repayment of Loans.	  	 	36	  	
2.08	  	Interest.	  	 	36	  	
2.09	  	Fees.	  	 	37	  	
2.10	  	Computation of Interest and Fees.	  	 	37	  	
2.11	  	Evidence of Debt.	  	 	38	  	
2.12	  	Payments Generally; Administrative Agent’s Clawback.	  	 	38	  	
2.13	  	Sharing of Payments by Lenders.	  	 	40	  	
2.14	  	Increase in Aggregate Commitments.	  	 	41	  	
2.15	  	Cash Collateral.	  	 	42	  	
2.16	  	Defaulting Lenders.	  	 	43	  	
 	 	 	
ARTICLE III.	  	TAXES, YIELD PROTECTION AND ILLEGALITY	  	 	45	  	
3.01	  	Taxes.	  	 	45	  	
3.02	  	Illegality.	  	 	47	  	
3.03	  	Inability to Determine Rates.	  	 	47	  	
3.04	  	Increased Costs; Reserves on Eurodollar Rate Committed Loans.	  	 	48	  	
3.05	  	Funding Losses.	  	 	49	  	
3.06	  	Mitigation Obligations; Replacement of Lenders.	  	 	50	  	
3.07	  	Survival.	  	 	50	  	
 	 	 	
ARTICLE IV.	  	CONDITIONS PRECEDENT TO BORROWINGS	  	 	50	  	
4.01	  	Conditions to Effectiveness.	  	 	50	  	
4.02	  	Conditions to all Credit Extensions.	  	 	52	  	
 	 	 	
ARTICLE V.	  	REPRESENTATIONS AND WARRANTIES	  	 	53	  	
5.01	  	Existence, Qualification and Power; Compliance with Laws.	  	 	53	  	
5.02	  	Authorization; No Contravention.	  	 	53	  	
5.03	  	Governmental Authorization; Other Consents.	  	 	53	  	
5.04	  	Binding Effect.	  	 	53	  	
5.05	  	Financial Statements; No Internal Control Event.	  	 	54	  	
5.06	  	Litigation.	  	 	54	  	
5.07	  	No Default.	  	 	54	  	
5.08	  	Ownership of Property; Liens.	  	 	54	  	
 
i

 	 	 	 	 	 	 	
5.09	  	Environmental Compliance.	  	 	54	  	
5.10	  	Insurance.	  	 	55	  	
5.11	  	Taxes.	  	 	55	  	
5.12	  	ERISA Compliance.	  	 	55	  	
5.13	  	Subsidiaries.	  	 	56	  	
5.14	  	Margin Regulations; Investment Company Act.	  	 	56	  	
5.15	  	Disclosure.	  	 	56	  	
5.16	  	Compliance with Laws.	  	 	57	  	
5.17	  	Intellectual Property; Licenses, Etc.	  	 	57	  	
5.18	  	Taxpayer Identification Number.	  	 	57	  	
 	 	 	
ARTICLE VI.	  	AFFIRMATIVE COVENANTS	  	 	57	  	
6.01	  	Financial Statements.	  	 	57	  	
6.02	  	Certificates; Other Information.	  	 	58	  	
6.03	  	Notices.	  	 	60	  	
6.04	  	Payment of Obligations.	  	 	61	  	
6.05	  	Preservation of Existence, Etc.	  	 	61	  	
6.06	  	Maintenance of Properties.	  	 	61	  	
6.07	  	Maintenance of Insurance.	  	 	61	  	
6.08	  	Compliance with Laws.	  	 	62	  	
6.09	  	Books and Records.	  	 	62	  	
6.10	  	Inspection Rights.	  	 	62	  	
6.11	  	Use of Proceeds.	  	 	62	  	
 	 	 	
ARTICLE VII.	  	NEGATIVE COVENANTS	  	 	62	  	
7.01	  	Liens.	  	 	62	  	
7.02	  	Indebtedness.	  	 	64	  	
7.03	  	Fundamental Changes.	  	 	65	  	
7.04	  	Dispositions.	  	 	65	  	
7.05	  	Transactions with Affiliates.	  	 	65	  	
7.06	  	Use of Proceeds.	  	 	65	  	
7.07	  	Minimum Book Net Worth.	  	 	66	  	
7.08	  	Minimum Consolidated Interest Coverage Ratio.	  	 	66	  	
 	 	 	
ARTICLE VIII.	  	EVENTS OF DEFAULT AND REMEDIES	  	 	66	  	
8.01	  	Events of Default.	  	 	66	  	
8.02	  	Remedies Upon Event of Default.	  	 	68	  	
8.03	  	Application of Funds.	  	 	69	  	
 	 	 	
ARTICLE IX.	  	ADMINISTRATIVE AGENT	  	 	70	  	
9.01	  	Appointment and Authority.	  	 	70	  	
9.02	  	Rights as a Lender.	  	 	70	  	
9.03	  	Exculpatory Provisions.	  	 	70	  	
9.04	  	Reliance by Administrative Agent.	  	 	71	  	
9.05	  	Delegation of Duties.	  	 	72	  	
9.06	  	Resignation of Administrative Agent.	  	 	72	  	
9.07	  	Non-Reliance on Administrative Agent and Other Lenders.	  	 	73	  	
9.08	  	No Other Duties, Etc.	  	 	73	  	
9.09	  	Administrative Agent May File Proofs of Claim.	  	 	73	  	
 	 	 	
ARTICLE X.	  	MISCELLANEOUS	  	 	74	  	
10.01	  	Amendments, Etc.	  	 	74	  	
10.02	  	Notices; Effectiveness; Electronic Communication.	  	 	75	  	
 
ii

 	 	 	 	 	 	 	
10.03	  	No Waiver; Cumulative Remedies; Enforcement.	  	 	77	  	
10.04	  	Expenses; Indemnity; Damage Waiver.	  	 	78	  	
10.05	  	Payments Set Aside.	  	 	80	  	
10.06	  	Successors and Assigns.	  	 	80	  	
10.07	  	Treatment of Certain Information; Confidentiality.	  	 	86	  	
10.08	  	Right of Setoff.	  	 	86	  	
10.09	  	Interest Rate Limitation.	  	 	87	  	
10.10	  	Counterparts; Integration; Effectiveness.	  	 	87	  	
10.11	  	Survival of Representations and Warranties.	  	 	88	  	
10.12	  	Severability.	  	 	88	  	
10.13	  	Replacement of Lenders.	  	 	88	  	
10.14	  	Governing Law; Jurisdiction; Etc.	  	 	89	  	
10.15	  	Waiver of Jury Trial.	  	 	90	  	
10.16	  	USA PATRIOT Act Notice.	  	 	90	  	
10.17	  	No Advisory or Fiduciary Responsibility.	  	 	90	  	
 
iii

SCHEDULES
 
 	2.01	Commitments and Applicable Percentages	
 	5.12(d)	ERISA	
 	5.13	Subsidiaries	
 	7.01	Existing Liens	
 	10.02	Administrative Agent’s Office, Certain Addresses for Notices	
 	10.06	Processing and Recordation Fees	
EXHIBITS
Form of
 
 	A	Committed Loan Notice	
 	B	Swing Line Loan Notice	
 	C	Note	
 	D	Compliance Certificate	
 	E	Assignment and Assumption	
 
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 18, 2010, among Sonoco Products Company, a South Carolina corporation (the “ Borrower ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
WHEREAS, the Borrower, the Lenders, Bank of America, N.A., as Administrative Agent, and certain other Persons are party to an Amended and Restated Credit Agreement dated as of May 3, 2006 (as amended prior to the date hereof, the “ Existing Credit Agreement ”);
WHEREAS, the Borrower has requested that the Lenders extend the maturity of the revolving loan facility and make certain other changes to the terms available to the Borrower under the Existing Credit Agreement, as more particularly described herein;
WHEREAS, the Lenders have agreed to make such changes to the existing credit facilities and to amend and restate the Existing Credit Agreement on the terms and conditions hereinafter set forth;
WHEREAS, concurrently with the effectiveness of such amendment and restatement of the Existing Credit Agreement, the Existing Credit Agreement will be amended and restated in its entirety, the financial institutions party thereto will have no further obligations thereunder and will cease to be parties to such agreement and the Borrower (as defined in the Existing Credit Agreement) will have no further obligations thereunder, except for those obligations that by their terms survive termination of the Existing Credit Agreement.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined Terms.
As used in this Agreement, the following terms shall have the meanings set forth below:
“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“Agent Fee Letter” means the letter agreement, dated September 21, 2010, among the Borrower, the Administrative Agent and BAS.
“Agent Parties” has the meaning specified in Section 10.02(c).
“Aggregate Commitments” means the Commitments of all the Lenders, as such amount may be reduced or increased as set forth herein. The Aggregate Commitments as of the Closing Date shall be $350,000,000.
“Agreement” means this Credit Agreement.
“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in  Section 2.16 . If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 2.06  or  Section 8.02  or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on  Schedule 2.01  or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:

 	 	 	 	 	 	 	 	 	 	 	 	 	
Pricing
Level	 	Debt
Ratings	 	Facility
Fee	 	LIBOR
Margin	 	Base Rate
Margin	 	All-In
Drawn	 	Letter of
Credit Fee	
I	 	A/A2	 	0.150%	 	1.100%	 	0.350%	 	1.250%	 	1.100%	
II	 	A-/A3	 	0.200%	 	1.300%	 	0.550%	 	1.500%	 	1.300%	
III	 	BBB+/Baa1	 	0.250%	 	1.500%	 	0.750%	 	1.750%	 	1.500%	
IV	 	BBB/Baa2	 	0.350%	 	1.650%	 	0.900%	 	2.000%	 	1.650%	
V	 	£BBB-/Baa3	 	0.450%	 	1.800%	 	1.050%	 	2.250%	 	1.800%	
 
“Debt Rating” means, as of any date of determination, the rating as determined by either S&P or Moody’s (collectively, the “ Debt Ratings ”) of the Borrower’s non-credit-enhanced, senior unsecured long-term debt;  provided  that if a Debt Rating is issued by each of the foregoing rating agencies, then the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level I being the highest and the Debt Rating for Pricing Level V being the lowest), unless there is a split in Debt Ratings of more than one level, in which case the Pricing Level that is one level higher than the Pricing Level of the lower Debt Rating shall apply.
 
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Initially, the Applicable Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(vii). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing on the date of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to  Section 6.03(e) and ending on the date immediately preceding the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. For purposes of the foregoing, (a) if no Debt Rating shall be available, such rating agencies shall be deemed to have established a Debt Rating which is one rating grade higher than the subordinated debt rating grade of the Borrower, (b) if no Debt Rating or subordinated debt rating grade shall be available, the Applicable Rate shall be as set forth in Pricing Level V.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Arrangers” means Banc of America Securities LLC and Wells Fargo Securities, LLC, each in its capacity as joint lead arranger and joint book manager.
“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by  Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form of  Exhibit E  or any other form approved by the Administrative Agent.
“Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.
“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2009, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.
“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b)(iii).
“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to  Section 2.06 , and (c) the date of termination of the commitment of each Lender to make Loans pursuant to  Section 8.02 .
“Bank of America” means Bank of America, N.A. and its successors.
 
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“Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.
“BAS” means Banc of America Securities, LLC in its capacity as joint lead arranger.
“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Rate plus 1.00% The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
“Base Rate Committed Loan” means a Committed Loan that bears interest based on the Base Rate.
“Book Net Worth” means, at any time, the sum of the following for the Borrower and its Subsidiaries on a consolidated basis: (i) common and preferred Equity Interests, (ii) capital in excess of stated value (paid in capital) and (iii) retained earnings, as determined in accordance with GAAP;  provided , that (i) the effect of any changes to GAAP shall be eliminated and (ii) non-cash asset impairment and goodwill charges shall be excluded.
“Borrower” has the meaning specified in the introductory paragraph hereto.
“Borrower Materials” has the meaning specified in Section 6.02.
“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Committed Loan, means any such day that is also a London Banking Day.
“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the
 
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following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.
“Change of Control” means, with respect to any Person, an event or series of events by which:
(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “ option right ”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or
(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors).
“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01  (or, in the case of  Section 4.01(b) , waived by the Person entitled to receive the applicable payment).
“Code” means the Internal Revenue Code of 1986.
“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on  Schedule 2.01  or
 
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in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar Rate Committed Loans, having the same Interest Period made by each of the Lenders pursuant to  Section 2.01 .
“Committed Loan” has the meaning specified in Section 2.01.
“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Committed Loans, pursuant to  Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit A .
“Compliance Certificate” means a certificate substantially in the form of Exhibit D.
“Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period  plus  (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense and (iv) non-cash asset impairment and goodwill charges of the Borrower and its Subsidiaries reducing such Consolidated Net Income and  minus  (b) to the extent included in calculating such Consolidated Net Income, Federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries for such period.
“Consolidated Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP.
“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four prior fiscal quarters ending on such date  to  (b) Consolidated Interest Charges for such period.
“Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period.
“Consolidated Parties” means a collective reference to the Borrower and its Subsidiaries, and “Consolidated Party” means any one of them.
“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a
 
6

party or by which it or any of its property is bound.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.
“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
“Debt Rating” has the meaning set forth in the definition of “Applicable Rate.”
“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate  plus  (ii) the Applicable Rate, if any, applicable to Base Rate Committed Loans  plus  (iii) 2% per annum;  provided ,  however , that with respect to a Eurodollar Rate Committed Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate  plus  2% per annum.
“Defaulting Lender” means, subject to Section 2.16(b), any Lender that, as determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans, within three Business Days of the date required to be funded by it hereunder, unless such obligation is the subject of a good faith dispute, (b) has notified the Borrower, the Administrative Agent or any Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.
“Dollar” and “$” mean lawful money of the United States.
 
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“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.
“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under  Section 10.06(b)(iii) ).
“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“ERISA” means the Employee Retirement Income Security Act of 1974.
“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.
 
8

“Eurodollar Rate” means:
(a)    for any Interest Period with respect to a Eurodollar Rate Committed Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Committed Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period; and
(b)    for any interest calculation with respect to a Base Rate Committed Loan on any date, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Committed Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination.
“Eurodollar Rate Committed Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of Eurodollar Rate.
“Event of Default” has the meaning specified in Section 8.01.
“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under  Section 10.13 ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with  Section 3.01(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional
 
9

amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a).
“Existing Credit Agreement” has the meaning set forth in the recitals hereto.
“Federal Funds Rate” means, for any day, the rate per annum (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day;  provided  that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.
“Fee Letters” means, collectively, the Agent Fee Letter and the Wells Fargo Fee Letter.
“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
“FRB” means the Board of Governors of the Federal Reserve System of the United States.
“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.
“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
 
10

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“Granting Lender” has the meaning specified in Section 10.06(h).
“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.
“Honor Date” has the meaning specified in Section 2.03(c)(i).
“Increase Effective Date” has the meaning specified in Section 2.14(b).
“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(c) net obligations of such Person under any Swap Contract;
(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);
 
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(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(f) capital leases and Synthetic Lease Obligations; and
(g) all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
“Indemnified Taxes” means Taxes other than Excluded Taxes.
“Indemnitees” has the meaning set forth in Section 10.04.
“Information” has the meaning specified in Section 10.07.
“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Committed Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date;  provided ,  however , that if any Interest Period for a Eurodollar Rate Committed Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Committed Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.
“Interest Period” means as to each Eurodollar Rate Committed Loan, the period commencing on the date such Eurodollar Rate Committed Loan is disbursed or converted to or continued as a Eurodollar Rate Committed Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice;  provided  that:
(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Committed Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(ii) any Interest Period pertaining to a Eurodollar Rate Committed Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(iii) no Interest Period shall extend beyond the Maturity Date.
 
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“Internal Control Event” means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Borrower’s internal controls over financial reporting, in each case as described in the Securities Laws that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries on a consolidated basis that has not been (x) disclosed to the Administrative Agent, who in turn discloses such material weaknesses to the Lenders, and (y) remedied or otherwise diligently addressed (or is in the process of being diligently addressed) by the Borrower in accordance with recommendations made by the Borrower’s auditors in consultation with the Borrower.
“IRS” means the United States Internal Revenue Service.
“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.
“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.
“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.
“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
“L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.
“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit  plus  the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
 
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accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.
“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.
“Letter of Credit” means any standby letter of credit issued hereunder.
“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.
“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).
“Letter of Credit Fee” has the meaning specified in Section 2.03(h).
“Letter of Credit Sublimit” means an amount equal to $50,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.
“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan or a Swing Line Loan.
“Loan Documents” means this Agreement, each Note and the Fee Letters.
“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party.
 
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“Maturity Date” means October 18, 2015; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iii).
“Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of  Exhibit C .
“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.
“Off-Balance Sheet Liabilities” means, with respect to any Person as of any date of determination thereof, without duplication and to the extent not included as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP: (a) with respect to any asset securitization transaction (including any accounts receivable purchase facility) (i) the unrecovered investment of purchasers or transferees of assets so transferred and (ii) any other payment, recourse, repurchase, hold harmless, indemnity or similar obligation of such Person or any of its Subsidiaries in respect of assets transferred or payments made in respect thereof, other than limited recourse provisions that are customary for transactions of such type and that neither (x) have the effect of limiting the loss or credit risk of such purchasers or transferees with respect to payment or performance by the obligors of the assets so transferred nor (y) impair the characterization of the transaction as a true sale under applicable Laws (including Debtor Relief Laws); (b) the monetary obligations under any financing lease or so-called “synthetic,” tax retention or off-balance sheet lease transaction which, upon the application of any Debtor Relief Law to such Person or any of its Subsidiaries, would be characterized as indebtedness; (c) the monetary obligations under any sale and leaseback transaction which does not create a liability on the consolidated balance sheet of such Person and its Subsidiaries; and (d) any other monetary obligation arising with respect to any other transaction which (i) upon the application of any Debtor Relief Law to such Person or any of its Subsidiaries, would be characterized as indebtedness for tax purposes but not for accounting purposes in accordance with GAAP or (ii) is the functional equivalent of or takes the place of
 
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borrowing but which does not constitute a liability on the consolidated balance sheet of such Person and its Subsidiaries (for purposes of this clause (d), any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic payment will be deemed to be the functional equivalent of a borrowing).
“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.
“Outstanding Amount” means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.
“Participant” has the meaning specified in Section 10.06(d).
“PBGC” means the Pension Benefit Guaranty Corporation.
“PCAOB” means the Public Company Accounting Oversight Board.
“Pension Act” means the Pension Protection Act of 2006.
“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
 
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“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.
“Platform” has the meaning specified in Section 6.02.
“Public Lender” has the meaning specified in Section 6.02.
“Register” has the meaning set forth in Section 10.06(c).
“Registered Public Accounting Firm” has the meaning specified by the Securities Laws and shall be independent of the Borrower as prescribed by the Securities Laws.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.
“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.
“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 , Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition);  provided  that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of the Borrower. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.
“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the
 
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Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Person thereof).
“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.
“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.
“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCOAB.
“SPC” has the meaning specified in Section 10.06(h).
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward interest or exchange rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.
“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
 
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termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) (i.e. the current fair market value) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
“Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.
“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.
“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.
“Swing Line Loan” has the meaning specified in Section 2.04(a).
“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of  Exhibit B .
“Swing Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.
“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Threshold Amount” means $50,000,000.
“Total Assets” means at any time, all items which would, in accordance with GAAP, be classified as assets (other than intangible assets) on a consolidated balance sheet of the Borrower and its Subsidiaries.
“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.
“Type” means with respect to a Committed Loan, its character as a Base Rate Committed Loan or a Eurodollar Rate Committed Loan.
“Unfunded Pension Liability” means the excess of the present value of all vested and non-vested benefit liabilities of a Pension Plan (determined in accordance with then current
 
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funding assumptions) over the market value of that Pension Plan’s assets.
“United States” and “U.S.” mean the United States of America.
“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).
“Wells Fargo Fee Letter” means the letter agreement, dated September 24, 2010, among the Borrower, Wells Fargo Bank, National Association and Wells Fargo Securities, LLC.
1.02 Other Interpretive Provisions.
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”
(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
1.03 Accounting Terms.
(a) Generally. All accounting terms not specifically or completely defined herein
 
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shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements,  except  as otherwise specifically prescribed herein.
(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders);  provided that , until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP;  provided , further, that, for purposes of  Sections 7.07  and  7.08 , (i) the effect of any changes to GAAP shall be eliminated without the need for an amendment as referenced above, and such calculations shall continue to be computed in accordance with GAAP prior to such change therein and (ii) non-cash asset impairment and goodwill charges shall be excluded.
1.04 Rounding.
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.05 Times of Day.
Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
1.06 Letter of Credit Amounts.
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time;  provided ,  however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
ARTICLE II.
THE COMMITMENTS AND BORROWINGS
 
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2.01 Committed Loans.
Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Committed Loan ”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment;  provided ,  however , that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender,  plus  such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations  plus  such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this  Section 2.01 , prepay under  Section 2.05 , and reborrow under this  Section 2.01 . Committed Loans may be Base Rate Committed Loans or Eurodollar Rate Committed Loans, as further provided herein.
2.02 Borrowings, Conversions and Continuations of Committed Loans.
(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone (provided that such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto as  Exhibit A ). Each such notice must be received by the Administrative Agent not later than 1:00 p.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(b)  must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in  Section 2.03(c)  and  2.04(c) , each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Committed Loans. Any such automatic conversion to Base Rate Committed Loans shall be effective as of the last
 
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day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding the foregoing, all Borrowings made on the Closing Date shall be made as Base Rate Committed Loans unless the Administrative Agent shall have received an appropriate funding indemnity letter executed by the Borrower and reasonably acceptable to the Administrative Agent at least three (3) Business Days prior to the Closing Date.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Committed Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 3:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in  Section 4.02  (and, if such Borrowing is the initial Credit Extension,  Section 4.01 ), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower;  provided ,  however , that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and  second , shall be made available to the Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Committed Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Committed Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Committed Loans upon determination of such interest rate. At any time that Base Rate Committed Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans.
2.03 Letters of Credit.
(a) The Letter of Credit Commitment.
 
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(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this  Section 2.03 , (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunder;  provided  that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender,  plus  such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations,  plus  such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless all of the Lenders have approved such expiry date; or
(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the
 
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Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;
(B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars;
(E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to  Section 2.16(a)(iv) ) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in  Article IX  with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in  Article IX  included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.
(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed
 
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by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in  Article IV  shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage  times  the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”);  provided  that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to
 
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be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date;  provided ,  however , that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of  Section 2.03(a)  or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in  Section 4.02  is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(c) Drawings and Reimbursements; Funding of Participations.
(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “ Honor Date ”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Committed Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in  Section 2.02  for the principal amount of Base Rate Committed Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in  Section 4.02  (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this  Section 2.03(c)(i)  may be given by telephone if immediately confirmed in writing; provided  that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in an
 
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amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of  Section 2.03(c)(iii) , each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.
(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Committed Loans because the conditions set forth in  Section 4.02  cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to  Section 2.03(c)(ii)  shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this  Section 2.03 .
(iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.
(v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this  Section 2.03(c) , shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing;  provided ,  however , that each Lender’s obligation to make Committed Loans pursuant to this  Section 2.03(c) is subject to the conditions set forth in  Section 4.02  (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this  Section 2.03(c)  by the time specified in  Section 2.03(c)(ii) , then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus
 
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any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.
(d) Repayment of Participations.
(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with  Section 2.03(c) , if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent.
(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in  Section 10.05  (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;
(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or
 
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any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or
(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary.
The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.
(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit;  provided ,  however , that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of  Section 2.03(e) ;  provided ,  however , that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In
 
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furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
(g) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit.
(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “ Letter of Credit Fee ”) for each Letter of Credit equal to the Applicable Rate  times  the daily amount available to be drawn under such Letter of Credit;  provided ,  however , any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03  shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to  Section 2.16(a)(iv) , with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with  Section 1.06 . Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Agent Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with  Section 1.06 . In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such
 
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customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
2.04 Swing Line Loans.
(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this  Section 2.04 , may in its sole discretion make loans (each such loan, a “ Swing Line Loan ”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided ,  however , that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender,  plus  such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations,  plus  such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and  provided ,  further , that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this  Section 2.04 , prepay under  Section 2.05 , and reborrow under this  Section 2.04 . Each Swing Line Loan shall be a Base Rate Committed Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage  times  the amount of such Swing Line Loan.
(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto as  Exhibit B ). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 5:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such
 
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Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in  Article IV  is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 6:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.
(c) Refinancing of Swing Line Loans.
(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of  Section 2.02 , without regard to the minimum and multiples specified therein for the principal amount of Base Rate Committed Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in  Section 4.02 . The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to  Section 2.04(c)(ii) , each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.
(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to  Section 2.04(c)(i)  shall be deemed payment in respect of such participation.
(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this  Section 2.04(c)  by the time specified in  Section 2.04(c)(i) , the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any
 
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administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
(iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this  Section 2.04(c)  shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing;  provided ,  however , that each Lender’s obligation to make Committed Loans pursuant to this  Section 2.04(c)  is subject to the conditions set forth in  Section 4.02 . No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.
(d) Repayment of Participations.
(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender.
(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in  Section 10.05  (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this  Section 2.04  to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.
(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.
 
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2.05 Prepayments.
(a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty;  provided  that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to  Section 3.05 . Subject to  Section 2.16 , each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.
(b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty;  provided  that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess;  provided ,  however , that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this  Section 2.05(c)  unless after the prepayment in full of the Committed Loans and Swing Line Lines the Total Outstandings exceed the Aggregate Commitments then in effect.
2.06 Termination or Reduction of Commitments.
The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments;  provided  that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings
 
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would exceed the Aggregate Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.
2.07 Repayment of Loans.
(a) The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding on such date.
(b) The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the maturity date agreed to by the Swing Line Lender and the Borrower with respect to such Loan (which maturity date shall not be a date more than thirteen (13) days from the date of advance thereof) and (ii) the Maturity Date.
2.08 Interest.
(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Committed Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period  plus  the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate  plus  the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to (x) the Base Rate  plus  the Applicable Rate or (y) a quoted rate mutually agreeable to the Swing Line Lender and the Borrower.
(b)(i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
 
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(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
2.09 Fees.
In addition to certain fees described in subsections (h) and (i) of Section 2.03:
(a) Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee equal to the Applicable Rate  times  the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in  Section 2.16 . The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in  Article IV  is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
(b) Other Fees. The Borrower shall pay (i) to BAS and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter and (ii) to Wells Fargo Bank, National Association and Wells Fargo Securities, LLC for their own respective accounts fees in the amounts and at the times specified in the Wells Fargo Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. The Borrower’s obligation to pay to the Administrative Agent the administrative agency fee pursuant to the Agent Fee Letter shall terminate at such time as the Aggregate Commitments have been terminated and the aggregate amount of outstanding Loans, including principal, interest, fees and expenses, has been repaid in full.
2.10 Computation of Interest and Fees.
All computations of interest for Base Rate Committed Loans (including Base Rate Committed Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall
 
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not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to  Section 2.12(a) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
2.11 Evidence of Debt.
(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
2.12 Payments Generally; Administrative Agent’s Clawback.
(a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 4:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after such time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
 
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(b)(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Committed Loans (or, in the case of any Committed Borrowing of Base Rate Committed Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with  Section 2.02  (or, in the case of a Committed Borrowing of Base Rate Committed Loans, that such Lender has made such share available in accordance with and at the time required by  Section 2.02 ) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Committed Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the
 
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foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in  Article IV  are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to  Section 10.04(c)  are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment under  Section 10.04(c)  on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under  Section 10.04(c) .
(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
2.13 Sharing of Payments by Lenders.
If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its  pro rata  share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them,  provided that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in  Section 2.15 , or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant,
 
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other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.
2.14 Increase in Aggregate Commitments.
(a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments;  provided ,  however , that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders;  provided ,  however , that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this  Section 2.14  unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this  Section 2.14  shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and  Schedule 2.01  hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in  Article V  and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this  Section 2.14 , the representations and warranties contained in (x) subsections (a), (b) and (c) of  Section 5.05  shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01  and (y) subsection (c) of  Section 5.05  shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents
 
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and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to  Section 3.05 ) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.
(c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.
2.15 Cash Collateral.
(a) Certain Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to  Section 2.16(a)(iv)  and any Cash Collateral provided by the Defaulting Lender).
(b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to  Section 2.15(c) . If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.
(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.03 ,  2.04 ,  2.05 ,  2.16  or  8.02  in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.
 
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(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with  Section 10.06(b)(vi) )) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral;  provided , however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.15  may be otherwise applied in accordance with  Section 8.03 ), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.
2.16 Defaulting Lenders.
(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in  Section 10.01 .
(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to  Article VIII  or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to  Section 10.08 ), shall be applied at such time or times as may be determined by the Administrative Agent as follows:  first , to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder;  second , to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder;  third , if so determined by the Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit;  fourth , as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent;  fifth , if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement;  sixth , to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement;  seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to the
 
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Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and  eighth , to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction;  provided  that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in  Section 4.02  were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this  Section 2.16(a)(ii)  shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.
(iii) Certain Fees. That Defaulting Lender (x) shall be entitled to receive any facility fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the Outstanding Amount of the Committed Loans funded by it and (2) its Applicable Percentage of the stated amount of Letters of Credit and Swing Line Loans for which it has provided Cash Collateral pursuant to  Section 2.03, Section 2.04 ,  Section 2.15 , or  Section 2.16(a)(ii) , as applicable (and the Borrower shall (A) be required to pay to each of the L/C Issuer and the Swing Line Lender, as applicable, the amount of such fee allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be required to pay the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in  Section 2.03(h) .
(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to  Sections 2.03  and  2.04 , the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender;  provided , that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender  minus  (2) the aggregate Outstanding Amount of the Committed Loans of that Lender.
(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash
 
44

Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv) ), whereupon that Lender will cease to be a Defaulting Lender;  provided  that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and  provided ,  further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01 Taxes.
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes,  provided  that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
(c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such
 
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Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:
(i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(ii) duly completed copies of Internal Revenue Service Form W-8ECI,
(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or
(iv) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made.
(f) Treatment of Certain Refunds. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the
 
46

Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund),  provided  that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.
3.02 Illegality.
If any Lender determines that the adoption of or change in any Law or in the interpretation or application thereof occurring after the Closing Date has made it unlawful, or that any Governmental Authority has asserted that it is unlawful as a result of any such adoption or change, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Committed Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Committed Loans or to convert Base Rate Committed Loans to Eurodollar Rate Committed Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Committed Loans of such Lender to Base Rate Committed Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Committed Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Committed Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.
3.03 Inability to Determine Rates.
If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Committed Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Committed Loan, or (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Committed Loan, or that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Committed Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or, failing that,
 
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will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Committed Loans in the amount specified therein.
3.04 Increased Costs; Reserves on Eurodollar Rate Committed Loans.
(a) Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) );
(ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by  Section 3.01  and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or
(iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender;
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.
(c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
(d) Delay in Requests. Failure or delay on the part of any Lender to demand
 
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compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation,  provided  that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
(e) Reserves on Eurodollar Rate Committed Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Committed Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan,  provided  the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.
3.05 Funding Losses.
Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Committed Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Committed Loan on the date or in the amount notified by the Borrower; or
(c) any assignment of a Eurodollar Rate Committed Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to  Section 10.13 ;
including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Committed Loan made
 
49

by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Committed Loan was in fact so funded.
3.06 Mitigation Obligations; Replacement of Lenders.
(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to  Section 3.01 , or if any Lender gives a notice pursuant to  Section 3.02 , then, upon the Borrower’s request with respect to matters under  Section 3.01  and  3.04  only, such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to  Section 3.01  or  3.04 , as the case may be, in the future, or eliminate the need for the notice pursuant to  Section 3.02 , as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to  Section 3.01 , the Borrower may replace such Lender in accordance with  Section 10.14 .
3.07 Survival.
All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.
ARTICLE IV.
CONDITIONS PRECEDENT TO BORROWINGS
4.01 Conditions to Effectiveness.
The occurrence of the Closing Date and the effectiveness of this Agreement are subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, in the number requested by the Administrative Agent or its legal counsel;
 
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(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or organization and (B) each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Haynsworth Sinkler Boyd, P.A., counsel to the Borrower, addressed to the Administrative Agent and each Lender, covering enforceability of the Loan Documents and such other matters to be agreed upon;
(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and certifying that such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements through the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(viii) evidence that all obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, paid and fully satisfied and any and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if
 
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requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of fees, charges and disbursements as shall constitute its reasonable estimate of fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
(d) The representations and warranties of the Borrower contained in Article V and in any other Loan Document, and those which are contained in any other document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date.
(e) No Default shall exist and be continuing as of the Closing Date.
(f) The Closing Date shall have occurred on or before October 29, 2010.
Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
4.02 Conditions to all Credit Extensions.
The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Committed Loans) is subject to the following conditions precedent:
(a) The representations and warranties of the Borrower contained in Article V (other than, solely with respect to Loans the proceeds of which will be used to pay maturing commercial paper of the Borrower, the representations and warranties in  Section 5.06  and  Section 5.09 ) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this  Section 4.02 , the representations and warranties contained in subsection (a) of  Section 5.05  shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 , and, in the case of financial statements furnished pursuant to clause (b) of  Section 6.01 , subject to the absence of footnotes and to normal year-end audit adjustments.
(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
 
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Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Committed Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in  Sections 4.02(a)  and  (b)  have been satisfied on and as of the date of the applicable Credit Extension.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent and the Lenders that:
5.01 Existence, Qualification and Power; Compliance with Laws.
Each Consolidated Party (a) is a corporation duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
5.02 Authorization; No Contravention.
The execution, delivery and performance by the Borrower of each Loan Document have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) any Contractual Obligation to which the Borrower is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law, except in each case referred to in clause (b)(i),(b)(ii) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
5.03 Governmental Authorization; Other Consents.
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document.
5.04 Binding Effect.
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Borrower. This Agreement constitutes, and
 
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each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.
5.05 Financial Statements; No Internal Control Event.
(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) From the date of the Audited Financial Statements through the Closing Date, no Consolidated Party has incurred any material Off-Balance Sheet Liabilities.
(c) To the best knowledge of the Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements through the Closing Date.
5.06 Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Consolidated Party or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
5.07 No Default.
No Consolidated Party is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.
5.08 Ownership of Property; Liens.
Each Consolidated Party has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Consolidated Parties is subject to no Liens, other than Liens permitted by  Section 7.01 .
5.09 Environmental Compliance.
 
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The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
5.10 Insurance.
The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.
5.11 Taxes.
The Consolidated Parties have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against any Consolidated Party that would, if made, have a Material Adverse Effect.
5.12 ERISA Compliance.
(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status.
(b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.
(c)(i) No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in
 
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respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan; except in each case referred to above, to the extent that such occurrence could not reasonably be expected to have a Material Adverse Effect.
(d) Neither the Borrower or any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on  Schedule 5.12(d)  hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.
5.13 Subsidiaries.
As of the Closing Date, except as set forth on Schedule 5.13, the Borrower has no material equity investments in any Subsidiary or other corporation or entity other than those specifically disclosed in Exhibit 21 to Borrower’s Annual Report on Form 10-K for the year ended December 31, 2009.
5.14 Margin Regulations; Investment Company Act.
(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.
(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
5.15 Disclosure.
As of the Closing Date, the Borrower has disclosed to the Administrative Agent and the Lenders all matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by
 
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other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;  provided  that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.
5.16 Compliance with Laws.
Each Consolidated Party is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
5.17 Intellectual Property; Licenses, Etc.
Each Consolidated Party owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person except for those rights, the loss of which could not reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
5.18 Taxpayer Identification Number.
The Borrower’s true and correct U.S. taxpayer identification number is set forth on Schedule 10.02.
ARTICLE VI.
AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in  Sections 6.01 ,  6.02 ,  6.03  and 6.11 ) cause each Subsidiary to:
6.01 Financial Statements.
Deliver to the Administrative Agent, which in turn will make them available to the Lenders, in form and detail satisfactory to the Administrative Agent and the Required Lenders:
 
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(a) as soon as available, but in any event within the earlier of (i) the 90th day after the end of each fiscal year of the Borrower and (ii) the day that is three (3) Business Days after the date the Borrower’s annual report on Form 10-K is required to be filed with the SEC (commencing with the fiscal year ending December 31, 2010), a consolidated balance sheet of the Consolidated Parties as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by (i) a report and opinion of PricewaterhouseCoopers LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification, exception, assumption or explanatory language or any qualification, exception, assumption or explanatory language as to the scope of such audit or with respect to the absence of any material misstatement and (ii) an opinion of such Registered Public Accounting Firm independently assessing the Borrower’s internal controls over financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard No. 2, and Section 404 of Sarbanes-Oxley expressing a conclusion that contains no statement that there is a material weakness in such internal controls, except for such material weaknesses that have been (x) disclosed to the Administrative Agent, who in turn discloses such material weaknesses to the Lenders, and (y) remedied or otherwise diligently addressed (or is in the process of being diligently addressed) by the Borrower in accordance with recommendations made by the Borrower’s auditors in consultation with the Borrower.
(b) as soon as available, but in any event within the earlier of (i) the 45th day after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and (ii) the day that is three (3) Business Days after the date the Borrower’s quarterly report on Form 10-Q is required to be filed with the SEC (commencing with the fiscal quarter ending on or about December 31, 2010), a consolidated balance sheet of the Consolidated Parties as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.
As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in subsections (a) and (b) above at the times specified therein.
6.02 Certificates; Other Information.
Deliver to the Administrative Agent, which in turn will make them available to the Lenders, in form and detail satisfactory to the Administrative Agent and the Required Lenders:
 
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(a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the Registered Public Accounting Firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default under the financial covenants set forth herein or, if any such Default shall exist, stating the nature and status of such event;
(b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);
(c) promptly after any written request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;
(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and
(e) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.
Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02 ; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent);  provided  that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions ( i.e. , soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each
 
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Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders (each, a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws ( provided ,  however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in  Section 10.07 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”
6.03 Notices.
Promptly notify the Administrative Agent, which in turn will notify the Lenders:
(a) of the occurrence of any Default;
(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws; or (iv) the occurrence of any ERISA Event;
(c) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary;
(d) of the determination by the Registered Public Accounting Firm providing the opinion required under Section 6.01(a)(ii) (in connection with its preparation of such opinion) or
 
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the Borrower’s determination at any time of the occurrence or existence of any Internal Control Event; and
(e) of any announcement by Moody’s or S&P of any change or possible change in a Debt Rating.
Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a)  shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
6.04 Payment of Obligations.
Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness; unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary.
6.05 Preservation of Existence, Etc.
(a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by  Section 7.03  or  7.04 ; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.
6.06 Maintenance of Properties.
(a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
6.07 Maintenance of Insurance.
Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the
 
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following standards) as are customarily carried under similar circumstances by such other Persons.
6.08 Compliance with Laws.
Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
6.09 Books and Records.
Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.
6.10 Inspection Rights.
Permit representatives and independent contractors of the Administrative Agent or the Required Lenders to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower;  provided ,  however , that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.
6.11 Use of Proceeds.
Use the proceeds of the Credit Extensions for (i) commercial paper backup, (ii) working capital, (iii) capital expenditures and (iv) general corporate purposes, in each case not in contravention of any Law or of any Loan Document.
ARTICLE VII.
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary (or in the case of  Section 7.01  only, any Domestic Subsidiary) to, directly or indirectly:
7.01 Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired; provided, however , that the foregoing
 
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restriction shall not apply to:
(a) Liens on any assets of the Borrower or any Subsidiaries existing on the date hereof and set forth on Schedule 7.01;
(b) Liens on any assets of any corporation existing at the time such corporation becomes a Domestic Subsidiary (and not incurred in contemplation thereof);
(c) Liens on any assets existing at the time of acquisition of such assets by the Borrower or a Domestic Subsidiary, or Liens to secure the payment of all or any part of the purchase price of such assets upon the acquisition of such assets by the Borrower or a Domestic Subsidiary or to secure any Indebtedness incurred, assumed or guaranteed by the Borrower or a Domestic Subsidiary prior to, at the time of, or within 180 days after such acquisition (or in the case of real property, the completion of construction (including any improvements on an existing asset) or commencement of full operation of such asset, whichever is later) which Indebtedness is incurred, assumed or guaranteed for the purpose of financing all or any part of the purchase price thereof or, in the case of real property, construction or improvements thereon;  provided ,  however , that in the case of any such acquisition, construction or improvement, the Lien shall not apply to any assets theretofore owned by the Borrower or a Domestic Subsidiary, other than, in the case of any such construction or improvement, any real property on which the property so constructed, or the improvement, is located;
(d) Liens on any assets to secure Indebtedness of a Subsidiary to the Borrower or to any wholly owned Domestic Subsidiary;
(e) Liens on any assets of a corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Domestic Subsidiary or at the time of a purchase, lease or other acquisition of the assets of a corporation or firm as an entirety or substantially as an entirety by the Borrower or a Domestic Subsidiary (and not incurred in contemplation thereof);
(f) Liens on any assets of the Borrower or a Domestic Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price (or, in the case of real property, the cost of construction) of the assets subject to such Liens (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue or similar financings);
(g) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) to (f), inclusive;  provided ,  however , that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the assets which secured the Lien so extended, renewed or replaced (plus improvements and
 
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construction on real property);
(h) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(i) Liens on cash deposits in connection with notional pooling arrangements of the Borrower in an amount not to exceed the amount of Indebtedness incurred by the Borrower pursuant to such notional pooling arrangements; and
(j) Liens not permitted by clauses (a) through (i) above if at the time of, and after giving effect to, the creation or assumption of any such Lien, the aggregate amount of all Indebtedness of the Borrower and its Domestic Subsidiaries secured by all such Liens not so permitted by clauses (a) through (i) above does not exceed 10% of Total Assets.
7.02 Indebtedness.
As to the Subsidiaries only, create, incur, assume or suffer to exist any Indebtedness, except:
(a) Indebtedness of the Subsidiaries existing as of the Closing Date as referenced in the financial statements referred to in Section 5.05 and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension;
(b) Indebtedness of the Subsidiaries incurred after the Closing Date consisting of capital leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Indebtedness shall not exceed $50,000,000 at any time outstanding;
(c) unsecured intercompany Indebtedness among the Borrower and its Subsidiaries;
(d) Indebtedness and obligations owing under any Swap Contracts, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(e) Indebtedness and obligations of the Subsidiaries owing under documentary letters of credit for the purchase of goods or other merchandise (but not under standby, direct pay or other letters of credit) generally;
 
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(f) Indebtedness of the Subsidiaries incurred in connection with acquisitions (including Indebtedness of Subsidiaries incurred or assumed in connection with joint ventures)  provided  that (i) such Indebtedness when incurred shall not exceed the purchase price for such acquisition (or the total capital (equity and debt) of a joint venture) and (ii) if the aggregate amount of any such Indebtedness (whether anticipated to be funded at one time or over a series of fundings) exceeds $100,000,000, then (A) the Borrower shall give the Administrative Agent prior written notice of such Indebtedness and (B) prior to the incurrence of any such Indebtedness the Borrower shall have provided to the Administrative Agent such evidence as the Administrative Agent may reasonably request demonstrating pro forma covenant compliance and the maintenance of an investment grade Debt Rating from S&P and Moody’s (defined for purposes hereof as BBB- or better by S&P and Baa3 or better by Moody’s); and
(g) other non-acquisition-related Indebtedness of the Subsidiaries which does not exceed 5% of Total Assets in the aggregate at any time outstanding (it being understood that delivery of a Compliance Certificate shall only required as of each fiscal quarter end of the Borrower pursuant to Section 6.02(b) ).
7.03 Fundamental Changes.
As to the Borrower only, merge, dissolve, liquidate, consolidate with or into another Person, or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person.
7.04 Dispositions.
Sell, transfer or otherwise dispose of any of its properties and assets (including without limitation any capital stock in any of its Subsidiaries) except:
(a) sales or leases in the ordinary course of business; and
(b) other non-ordinary course of business sales, provided that (i) the aggregate net book value of the assets sold by the Borrower or any of its Subsidiaries in all such transactions after the Closing Date does not exceed 25% of Total Assets as of the Closing Date and (ii) no Default shall have occurred and be continuing at the time of any such sale or shall result upon giving effect thereto.
7.05 Transactions with Affiliates.
Except (i) as otherwise specifically permitted in this Agreement, (ii) in regards to intercompany transactions among Subsidiaries and (iii) in regards to intercompany transactions between the Borrower and any Subsidiary (to the extent, in the case of this clause (iii), the Borrower is advantaged), enter into any transactions or series of transactions, whether or not in the ordinary course of business, with any officer, director, shareholder or Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm’s length transaction with a Person other than an officer, director, shareholder or Affiliate.
7.06 Use of Proceeds.
 
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Use the proceeds of any Borrowing, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
7.07 Minimum Book Net Worth.
Permit Book Net Worth to be less than $1,488,255,000 (which represents approximately 85% of Book Net Worth as of June 27, 2010) as of the last day of any fiscal quarter (commencing with the fiscal quarter ending on or about December 31, 2010);  provided ,  however , (i) such amount shall be increased at the end of each fiscal quarter (commencing with the fiscal quarter ending September 26, 2010) by an amount equal to 25% of the Borrower’s and its Subsidiaries’ net income for the fiscal quarter then ending (computed on a consolidated basis in accordance with GAAP and with no deduction for a net loss in any such fiscal quarter), such increases to be cumulative; and (ii) such amount shall be decreased Dollar for Dollar by the aggregate cumulative amount of all payments made by the Borrower on and after the Closing Date for the redemption, retirement or other repurchase of any shares of the capital stock of the Borrower so long as the Borrower’s Debt Rating is BBB+ or higher by S&P or Baa1 or higher by Moody’s at the time of such payments. With respect to clause (ii) of the proviso in the immediately preceding sentence, if, as a result of the payments made by the Borrower for such redemption, retirement or other repurchase of any shares of the capital stock of the Borrower, the Debt Rating of the Borrower is lowered by either S&P or Moody’s below the applicable level set forth in the preceding sentence within forty-five (45) days of the last of such payments, then any reduction in the minimum Book Net Worth amount previously made pursuant to clause (ii) of this  Section 7.07  in connection with such payments shall be reversed.
7.08 Minimum Consolidated Interest Coverage Ratio.
Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 3.25 to 1.00.
ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES
8.01 Events of Default.
Any of the following shall constitute an Event of Default:
(a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan, or on any L/C Obligation, or any facility, utilization or other fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or
(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant
 
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or agreement contained in any of Sections 6.03, 6.11, 7.02, 7.07 or 7.08; or
(c) Other Defaults. The Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after written notice thereof being received from the Administrative Agent or any Lender; or
(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or
(e) Payment Cross-Default. The Borrower or any Subsidiary fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, and such failure shall continue for more than the period of grace, if any, applicable thereto and shall not have been waived;  provided ,  however , the occurrence of any of the foregoing events with respect to any Subsidiary of the Borrower shall not constitute an Event of Default unless such occurrence could reasonably be expected to have a Material Adverse Effect; or
(f) Insolvency Proceedings, Etc. The Borrower or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding;  provided ,  however , the occurrence of any of the foregoing events with respect to any Subsidiary of the Borrower shall not constitute an Event of Default unless such occurrence could reasonably be expected to have a Material Adverse Effect; or
(g) Inability to Pay Debts; Attachment. (i) The Borrower or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy;  provided ,  however , the occurrence of any of the foregoing events with respect to any Subsidiary of the Borrower shall not constitute an Event of Default unless such occurrence could reasonably be expected to have a Material Adverse Effect; or
(h) Judgments. There is entered against the Borrower or any Subsidiary (i) a final
 
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judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect;  provided ,  however , the occurrence of any of the foregoing events with respect to any Subsidiary of the Borrower shall not constitute an Event of Default unless such occurrence could reasonably be expected to have a Material Adverse Effect; or
(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or
(j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Borrower or any other Person acting by or on behalf of the Borrower contests in any manner the validity or enforceability of any Loan Document; or the Borrower denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or
(k) Change of Control. There occurs any Change of Control with respect to the Borrower.
8.02 Remedies Upon Event of Default.
If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;
(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and
 
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(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;
provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.
8.03 Application of Funds.
After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to  Section 8.02 ), any amounts received on account of the Obligations, subject to the provisions of  Sections 2.15  and  2.16 , shall be applied by the Administrative Agent in the following order:
First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under  Article III ) payable to the Administrative Agent in its capacity as such;
Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including Attorney Costs and amounts payable under  Article III ), ratably among them in proportion to the respective amounts described in this clause  Second  payable to them;
Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause  Third payable to them;
Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Swap Contracts between the Borrower and any Lender or Affiliate of any Lender, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause  Fourth  held by them;
Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to  Sections 2.03  and  2.15 ; and
Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to
 
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the Borrower or as otherwise required by Law.
Subject to Sections 2.03(c) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth  above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.
ARTICLE IX.
ADMINISTRATIVE AGENT
9.01 Appointment and Authority.
Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.
9.02 Rights as a Lender.
The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
9.03 Exculpatory Provisions.
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or
 
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by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),  provided  that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and
(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in  Sections 10.01  and  8.02 ) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.
The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in  Article IV  or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
9.04 Reliance by Administrative Agent.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in
 
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accordance with the advice of any such counsel, accountants or experts.
9.05 Delegation of Duties.
The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
9.06 Resignation of Administrative Agent.
The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above;  provided  that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and  Section 10.04  shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.
 
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Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.
9.07 Non-Reliance on Administrative Agent and Other Lenders.
Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
9.08 No Other Duties, Etc.
Anything herein to the contrary notwithstanding, none of the Joint Book Managers, Joint Lead Arrangers, or Syndication Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.
9.09 Administrative Agent May File Proofs of Claim.
In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise
(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under  Sections 2.03(h) ,  2.03(i) ,  2.09  and  10.04 ) allowed in such judicial proceeding; and
 
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(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09  and  10.04 .
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.
ARTICLE X.
MISCELLANEOUS
10.01 Amendments, Etc.
No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;  provided ,  however , that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except pursuant to Section 2.14, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02 ) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or L/C Borrowing, or (subject to clause (iii) of the second proviso to this  Section 10.01 ) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;  provided ,  however , that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
 
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(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) modify the pro rata distribution of payments, proceeds, or fees payable to Lenders under this Agreement without the written consent of each Lender;
and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (z)  Section 2.13  and  Section 8.03  may not be changed in a manner that would alter the pro rata sharing of payments required thereby, in each case without the consent of such Lender.
10.02 Notices; Effectiveness; Electronic Communication.
(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i) if to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on  Schedule 10.02 ; and
(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as
 
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appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower.
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).
(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent,  provided  that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to  Article II  if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it,  provided  that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement),  provided  that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or
 
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the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party;  provided ,  however , that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.
(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
10.03 No Waiver; Cumulative Remedies; Enforcement.
No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
 
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Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with  Section 8.02  for the benefit of all the Lenders and the L/C Issuer;  provided ,  however , that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with  Section 10.08  (subject to the terms of  Section 2.13 ), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and  provided ,  further , that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to  Section 8.02  and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to  Section 2.13 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
10.04 Expenses; Indemnity; Damage Waiver.
(a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery
 
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of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto;  provided  that such indemnity shall not, as to any Indemnitee, be available (A) to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction and (B) with respect to a dispute among two or more Indemnitees which does not arise as a result of the action or inaction of the Borrower.
(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of  Section 2.12(d) .
(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications,
 
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electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. Nothing contained in this  Section 10.04  shall be deemed to restrict the Borrower’s right to pursue any and all legal remedies available to the Borrower for breach of any representation, covenant, warranty or other agreement set forth in any Loan Document.
(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.
(f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
10.05 Payments Set Aside.
To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
10.06 Successors and Assigns.
(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section, or (iv) to an SPC in accordance with the provisions of subsection (h) of this Section (and any other attempted assignment or transfer by any party hereto shall be
 
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null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it);  provided  that any such assignment shall be subject to the following conditions:
(i) Minimum Amounts.
(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section) no minimum amount need be assigned; and
(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);  provided ,  however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;
(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;
(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred
 
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and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided  that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent with five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increased the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in  Schedule 10.06 ;  provided ,  however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person, who upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) or (C) to a natural person.
(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund
 
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as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of  Sections 3.01 ,  3.04 ,  3.05 ,  10.04  and  10.05  with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it);  provided  that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations
 
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and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;  provided  that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to  Section 10.01  that directly affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of  Sections 3.01 ,  3.04  and  3.05  to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of  Section 10.09  as though it were a Lender,  provided  such Participant agrees to be subject to Section 2.13  as though it were a Lender.
(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of  Section 3.01  unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with  Section 10.15  as though it were a Lender.
(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;  provided  that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
(h) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “ SPC ”) the option to provide all or any part of any Committed Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement;  provided  that (i) nothing herein shall constitute a commitment by any SPC to fund any Committed Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails
 
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to make all or any part of such Committed Loan, the Granting Lender shall be obligated to make such Committed Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under  Section 2.13(b)(ii) . Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under  Section 3.04 ), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Committed Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $2,500 (unless waived by the Administrative Agent), assign all or any portion of its right to receive payment with respect to any Committed Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Committed Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.
(i) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 5 Business Days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 5 Business Days’ notice to the Borrower resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder;  provided ,  however , that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to  Section 2.03(c) ). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c) . Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such
 
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succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
10.07 Treatment of Certain Information; Confidentiality.
Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.
For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, the L/C Issuer or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary,  provided  that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.
10.08 Right of Setoff.
If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general
 
86

or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness;  provided , that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of  Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application,  provided  that the failure to give such notice shall not affect the validity of such setoff and application.
10.09 Interest Rate Limitation.
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
10.10 Counterparts; Integration; Effectiveness.
(a) This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in  Section 4.01 , this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature
 
87

page of this Agreement by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.
(b) The Borrower, the Administrative Agent and the Lenders hereby agree that at such time as this Agreement shall have become effective pursuant to the terms of  Section 10.10(a) , (i) the Existing Credit Agreement automatically shall be deemed amended and restated in its entirety by this Agreement and (ii) all of the promissory notes executed in connection with the Existing Credit Agreement automatically shall be deemed substituted and replaced by the promissory notes executed in connection with this Agreement, and the lenders under the Existing Credit Agreement holding such notes hereby agree to promptly return such prior notes to the Borrower marked “cancelled”.
10.11 Survival of Representations and Warranties.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
10.12 Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this  Section 10.12 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
10.13 Replacement of Lenders.
If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to  Section 3.01 , if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by,  Section 10.06 ), all of its interests, rights and
 
88

obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment),  provided  that:
(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);
(b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 , such assignment will result in a reduction in such compensation or payments thereafter; and
(d) such assignment does not conflict with applicable Laws.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
10.14 Governing Law; Jurisdiction; Etc.
(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b) SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF SUCH STATE, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER
 
89

OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c) WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN  SECTION 10.02 . NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
10.15 Waiver of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
10.16 USA PATRIOT Act Notice.
Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.
10.17 No Advisory or Fiduciary Responsibility.
In connection with all aspects of each transaction contemplated hereby (including in
 
90

connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lenders and the Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Lenders and the Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Lender and each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person and (B) neither the Administrative Agent nor any Lender or Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lenders and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation to disclose such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent or any Lender or Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
[The remainder of this page is intentionally left blank.]
 
91

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

SONOCO PRODUCTS COMPANY	
 	 	
By:	 	 	
Name:	 	 	
Title:	 	 	
 
SONOCO PRODUCTS COMPANY
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 	 	 	
BANK OF AMERICA, N.A.,	
as Administrative Agent	
 	 	
By:	 	 	
Name:	 	 	
Title:	 	 	
 
SONOCO PRODUCTS COMPANY
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 3

 	 	 	
BANK OF AMERICA, N.A.,	
as a Lender, Swing Line Lender and L/C Issuer	
 	 	
By:	 	 	
Name:	 	 	
Title:	 	 	
 
SONOCO PRODUCTS COMPANY
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 3

 	 	 	
WELLS FARGO BANK, NATIONAL	
ASSOCIATION, as a Lender	
 	 	
By:	 	 	
Name:	 	 	
Title:	 	 	
 
SONOCO PRODUCTS COMPANY
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 3

 	 	 	
___________________________,	
as a Lender	
 	 	
By:	 	 	
Name:	 	 	
Title:	 	 	
 
SONOCO PRODUCTS COMPANY
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 3

EXHIBIT 12
SONOCO PRODUCTS COMPANY
Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands)

  	  	Years Ended December 31	 	
 	  	2010	 	 	2009	 	 	2008	 	 	2007	 	 	2006	 	
EARNINGS	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Pretax income	  	$	254,454	  	 	$	214,221	  	 	$	202,376	  	 	$	255,626	  	 	$	274,808	  	
Add: Distributed income from affiliates	  	 	17,123	  	 	 	5,563	  	 	 	7,632	  	 	 	8,435	  	 	 	9,496	  	
Add: Fixed charges	  	 	58,352	  	 	 	60,591	  	 	 	72,964	  	 	 	79,950	  	 	 	68,669	  	
Amortization of capitalized interest	  	 	2,303	  	 	 	2,301	  	 	 	2,161	  	 	 	2,245	  	 	 	2,115	  	

Total Earnings	  	 	332,232	  	 	 	282,676	  	 	 	285,133	  	 	 	346,256	  	 	 	355,088	  	
 	 	 	 	 	 	
Less: Capitalized interest	  	 	(3,817	) 	 	 	(2,899	) 	 	 	(1,917	) 	 	 	(2,916	) 	 	 	(2,666	) 	

Adjusted Earnings	  	$	328,415	  	 	$	279,777	  	 	$	283,216	  	 	$	343,340	  	 	$	352,422	  	

FIXED CHARGES	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	  	$	37,413	  	 	$	40,992	  	 	$	53,401	  	 	$	61,440	  	 	$	51,952	  	
Capitalized interest	  	 	3,817	  	 	 	2,899	  	 	 	1,917	  	 	 	2,916	  	 	 	2,666	  	
Portion of rents representative of the interest factor	  	 	17,122	  	 	 	16,700	  	 	 	17,646	  	 	 	15,594	  	 	 	14,051	  	

Total Fixed Charges	  	$	58,352	  	 	$	60,591	  	 	$	72,964	  	 	$	79,950	  	 	$	68,669	  	

Ratio of Earnings to Fixed Charges	  	 	5.63	  	 	 	4.62	  	 	 	3.88	  	 	 	4.29	  	 	 	5.13	  	

EXHIBIT 21
SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
 
1.	Sonoco-Engraph Puerto Rico, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware	
2.	Engraph Puerto Rico, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware	
3.	Sonoco Flexible Packaging Co., Inc., a 100%-owned domestic subsidiary, incorporated in South Carolina	
4.	Gunther of America, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware	
5.	Sonoco Development, Inc., a 100%-owned domestic subsidiary, incorporated in South Carolina	
6.	Sonoco Recycling, Inc., a 100%-owned domestic subsidiary, incorporated in North Carolina	
7.	Inspiral, LLC, a 100%-owned domestic subsidiary, incorporated in Delaware	
8.	Sonoco (SPG), Inc., a 100%-owned domestic subsidiary, incorporated in Wisconsin	
9.	Trident Graphics NA LLC, a 100%-owned domestic subsidiary, incorporated in North Carolina	
10.	Gunther U.S.A., Inc., a 100%-owned domestic subsidiary, incorporated in Tennessee	
11.	Sonoco Paperboard Group LLC, a 100%-owned domestic subsidiary, incorporated in South Carolina	
12.	Sebro Plastics, Inc., a 100%-owned domestic subsidiary, incorporated in Michigan	
13.	Convex Mold, Inc., a 100%-owned domestic subsidiary, incorporated in Michigan	
14.	Sonoco Crellin B.V., a 100%-owned foreign subsidiary, incorporated in the Netherlands	
15.	Southern Plug & Manufacturing, Inc., a 100%-owned domestic subsidiary, incorporated in Louisiana	
16.	Sonoco Partitions, Inc., a 100%-owned domestic subsidiary, incorporated in South Carolina	
17.	Industrial Machine Co., Inc., a 100%-owned domestic subsidiary, incorporated in Missouri	
18.	Sonoco Structural Fiber, LLC, a 95%-owned domestic subsidiary, incorporated in South Carolina	
19.	Polysack AS, Inc., a 100%-owned domestic subsidiary, incorporated in South Carolina	
20.	Georgia Paper Tube, Inc., a 100%-owned domestic subsidiary, incorporated in Georgia	
21.	Sonoco CorrFlex, LLC, a 100%-owned domestic subsidiary, incorporated in North Carolina	
22.	Sonoco CorrFlex D & P, LLC, a 100%-owned domestic subsidiary, incorporated in North Carolina	
23.	Sonoco CorrFlex Display and Packaging, LLC, a 100%-owned domestic subsidiary, incorporated in North Carolina	
24.	Sonoco Hutchinson, LLC, a 100%-owned domestic subsidiary, incorporated in Kansas	
25.	U.S. Paper Mills Corp., a 100%-owned domestic subsidiary, incorporated in Wisconsin	
26.	Hayes Manufacturing Group, Inc., a 100%-owned domestic subsidiary, incorporated in Wisconsin	
27.	Sonoco Phoenix, Inc., a 100%-owned domestic subsidiary, incorporated in Ohio	
28.	SPC Management, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware	
29.	SPC Capital Management, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware	
30.	SPC Resources, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware	
31.	Sonoco International, LLC, a 100%-owned domestic subsidiary, incorporated in Delaware	
32.	Sonoco of Puerto Rico, a 100%-owned domestic subsidiary, incorporated in South Carolina	
33.	Sonoco Luxembourg S.a.r.l., a 100%-owned foreign subsidiary, incorporated in Luxembourg	
34.	Sonoco Netherlands Holding II BV, a 100%-owned foreign subsidiary, incorporated in the Netherlands	
35.	Sonoco Canada Corporation, a 100%-owned foreign subsidiary, incorporated in Canada	
36.	Wisenberg U.S., Inc., a 100%-owned domestic subsidiary, incorporated in South Carolina	
37.	Sonoco Flexible Packaging Canada Corporation, a 100%-owned foreign subsidiary, incorporated in Canada	
38.	1190138 Ontario Inc, a 100%-owned foreign subsidiary, incorporated in Canada	
39.	S W Inc., a 100%-owned foreign subsidiary, incorporated in Canada	
40.	Sonoco Ventures UK Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
41.	Sonoco Absorbent Technologies Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
42.	Sonoco Holdings UK Limited, a 100%-owned domestic subsidiary, dually incorporated in Delaware and in the United Kingdom	
43.	Sonoco Milnrow, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
44.	Sonoco Products Company UK, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
45.	Sonoco Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
46.	Sonoco Capseals Liners Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
47.	TPT Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
48.	Sonoco Polysack Limited, a 100%-owned domestic subsidiary, dually incorporated in South Carolina and in the United Kingdom	
49.	Sonoco Packaging Tapes Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
50.	Sonoco Board Mills Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
51.	Sonoco UK Leasing Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
52.	Sonoco Reels Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
53.	Capseals Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
54.	Sonoco Europe Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	

EXHIBIT 21
SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
 
55.	Unit Reels & Drums Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
56.	Grove Mill Paper Company Limited, a 99.9%-owned foreign subsidiary, incorporated in the United Kingdom	
57.	TPT Board Mills Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
58.	Heathfield Reels Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
59.	Capseals Liners Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
60.	Cap Liners Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
61.	Sonoco Packaging Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
62.	Nathaniel Lloyd & Company Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
63.	Corepak Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
64.	Friarsgate Studio Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
65.	Sonoco Consumer Products Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
66.	Sonoco Iberia, S.L., a 100%-owned foreign subsidiary, incorporated in Spain	
67.	Sonoco Bonmati, S.A., a 100%-owned foreign subsidiary, incorporated in Spain	
68.	Sonoco Pina, S.A., a 100%-owned foreign subsidiary, incorporated in Spain	
69.	Sonoco Alcore Nederland B.V., a 100%-owned foreign subsidiary, incorporated in the Netherlands	
70.	Sonoco Alcore—Demolli S.r.l., a 100%-owned foreign subsidiary, incorporated in Italy	
71.	Sonoco Netherlands Holding I B.V., a 100%-owned foreign subsidiary, incorporated in the Netherlands	
72.	Sonoco-Alcore AS, a 100%-owned foreign subsidiary, incorporated in Norway	
73.	Sonoco Ambalaj Sanayi Ve Ticaret Anonim Sirketi, a 100%-owned foreign subsidiary, incorporated in Turkey	
74.	Sonoco-Alcore Spolka Z Ograniczona Odpowiedzialnoscia, a 100%-owned foreign subsidiary, incorporated in Poland	
75.	Sonoco International Holdings GmbH, a 100%-owned foreign subsidiary, incorporated in Switzerland	
76.	Sonoco Alcore NV, a 100%-owned foreign subsidiary, incorporated in Belgium	
77.	Sonoco International BVI, a 100%-owned foreign subsidiary, incorporated in the British Virgin Islands	
78.	Sonoco Paper Mill & IPD Hellas Sa, a 100%-owned foreign subsidiary, incorporated in Greece	
79.	Sonoco CPD Greece SA, a 100%-owned foreign subsidiary, incorporated in Greece	
80.	Sonoco SAS, a 100%-owned foreign subsidiary, incorporated in France	
81.	Tubetex NV, a 100%-owned foreign subsidiary, incorporated in Belgium	
82.	Sonoco Paper France S.A.S, a 100%-owned foreign subsidiary, incorporated in France	
83.	Sonoco Consumer Products SAS, a 100%-owned foreign subsidiary, incorporated in France	
84.	Sonoco Plastics Germany GmbH, a 100%-owned foreign subsidiary, incorporated in Germany	
85.	Sonoco Deutschland Holdings GmbH, a 100%-owned foreign subsidiary, incorporated in Germany	
86.	Sonoco Caprex Karton- und Papierverarbeitungs AG, a 100%-owned foreign subsidiary, incorporated in Switzerland	
87.	Sonoco Deutschland GmbH, a 100%-owned foreign subsidiary, incorporated in Germany	
88.	Sonoco Alcore GmbH, a 100%-owned foreign subsidiary, incorporated in Germany	
89.	Beteiligungen Sonoco Deutschland Vermogensverwaltungsgesellschaft mbh, a 100%-owned foreign subsidiary, incorporated in Germany	
90.	Sonoco Australia Pty Ltd, a 100%-owned foreign subsidiary, incorporated in Australia	
91.	Sonoco New Zealand Limited, a 100%-owned foreign subsidiary, incorporated in New Zealand	
92.	Sonoco Asia, L.L.C., a 79.2%-owned domestic subsidiary, incorporated in Delaware	
93.	Sonoco Asia Management Company, L.L.C., a 70%-owned domestic subsidiary, incorporated in Delaware	
94.	Sonoco Thailand Ltd, a 79.2%-owned foreign subsidiary, incorporated in Thailand	
95.	AGD (Thailand) Limited, a 79.2%-owned foreign subsidiary, incorporated in Thailand	
96.	Sonoco Taiwan Ltd, a 79.2%-owned foreign subsidiary, incorporated in Taiwan	
97.	Sonoco Singapore Pte. Ltd., a 79.2%-owned foreign subsidiary, incorporated in Singapore	
98.	Sonoco Holdings Sdn Bhd, a 79.2%-owned foreign subsidiary, incorporated in Malaysia	
99.	Sonoco Malaysia Sdn Bhd, a 79.2%-owned foreign subsidiary, incorporated in Malaysia	
100.	Sonoco Products Malaysia Sdn Bhd, a 79.2%-owned foreign subsidiary, incorporated in Malaysia	
101.	Sonoco Hongwen Paper Co Ltd, a 63.6%-owned foreign subsidiary, incorporated in China	
102.	PT Sonoco Indonesia, a 79.2%-owned foreign subsidiary, incorporated in Indonesia	
103.	Sonoco Kaiping Packaging Company Ltd, a 79.2%-owned foreign subsidiary, incorporated in China	
104.	Sonoco do Brazil Ltda, a 100%-owned foreign subsidiary, incorporated in Brazil	
105.	Sonoco Participacoes Ltda., a 100%-owned foreign subsidiary, incorporated in Brazil	
106.	Sonoco For Plas do Brazil Ltda, a 51%-owned foreign subsidiary, incorporated in Brazil	
107.	Sonoco de Colombia Ltda, a 100%-owned foreign subsidiary, incorporated in Colombia	
108.	Colombiana P.M., LLC, a 100%-owned domestic subsidiary, incorporated in Delaware	

EXHIBIT 21
SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
 
109.	Inversiones Sonoco Limitada, a 100%-owned foreign subsidiary, incorporated in Chile	
110.	Sonoco Venezolana, a 90%-owned foreign subsidiary, incorporated in Venezuela	
111.	Sonoco Netherlands Holding III BV, a 100%-owned foreign subsidiary, incorporated in the Netherlands	
112.	Sonoco de Mexico SA de CV, a 100%-owned foreign subsidiary, incorporated in Mexico	
113.	Manufacturas Sonoco SA de CV, a 100%-owned foreign subsidiary, incorporated in Mexico	
114.	Servicios Mexicanos Ejecutivos Sa de CV, a 100%-owned foreign subsidiary, incorporated in Mexico	
115.	Sonoco SA de CV, a 100%-owned foreign subsidiary, incorporated in Mexico	
116.	Sonoco (Weifang) Packaging Company, Ltd., a 79.2%-owned foreign subsidiary, incorporated in China	
117.	Sonoco Yatai Pinghu Packaging Co Ltd, a 79.2%-owned foreign subsidiary, incorporated in China	
118.	Sonoco-Alcore Oy, a 100%-owned foreign subsidiary, incorporated in Finland	
119.	Sonoco Alcore AB, a 100%-owned foreign subsidiary, incorporated in Sweden	
120.	Sonoco IPD France SAS (fka Sonoco Alcore SAS), a 100%-owned foreign subsidiary, incorporated in France	
121.	ZAO Sonoco Alcore, a 100%-owned foreign subsidiary, incorporated in Russia	
122.	Sonoco-Alcore Ou, a 100%-owned foreign subsidiary, incorporated in Estonia	
123.	Sonoco Operadora S de R L de C V, a 100%-owned foreign subsidiary, incorporated in Mexico	
124.	Sonoco Venture International Holdings GmbH, a 100%-owned foreign subsidiary, incorporated in Switzerland	
125.	Sonoco-Alcore S.a.r.l., a 100%-owned foreign subsidiary, incorporated in Luxembourg	
126.	Sonoco Cores and Paper Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	
127.	Sonoco Poland Holdings BV, a 100%-owned foreign subsidiary, incorporated in the Netherlands	
128.	Sonoco JV GmbH & Co. KG, a 100%-owned foreign subsidiary, incorporated in Germany	
129.	Sonoco Poland—Packaging Services Spolka Z Ograniczona Odpowiedzialnoscia, a 100%-owned foreign subsidiary, incorporated in Poland	
130.	Trident Graphics Canada Corporation, a 100%-owned foreign subsidiary, incorporated in Canada	
131.	Sonoco (Xiamen) Packaging Company Ltd, a 79.2%-owned foreign subsidiary, incorporated in China	
132.	Sonoco Services, LLC, a 100%-owned domestic subsidiary, incorporated in Delaware	
133.	Sonoco India Private Limited, a 79.2%-owned foreign subsidiary, incorporated in India	
134.	Sonoco (Shanghai) Co., Ltd, a 79.2%-owned foreign subsidiary, incorporated in China	
135.	CP Acquisition, LLC, a 100%-owned domestic subsidiary, incorporated in South Carolina	
136.	Clear Pack Company, a 100%-owned domestic subsidiary, incorporated in Illinois	
137.	Matrix Packaging Canada ULC, a 100%-owned foreign subsidiary, incorporated in Canada	
138.	Sonoco Plastics, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware	
139.	Sonoco (Taicang) Packaging Co., Ltd, a 79.2%-owned foreign subsidiary, incorporated in China	
140.	Fair Lawn Packaging Services, LLC, a 100%-owned domestic subsidiary, incorporated in South Carolina	
141.	Sonoco Liquidation, LLC, a 100%-owned domestic subsidiary, incorporated in South Carolina	
142.	Sonoco Contract Services S. de R.L. de C.V., a 100%-owned foreign subsidiary, incorporated in Mexico.	
143.	Sonoco Asia Holding S.a.r.l., a 100%-owned foreign subsidiary, incorporated in Luxembourg	
144.	Sonoco Sustainability Solutions, LLC, a 100%-owned domestic subsidiary, incorporated in South Carolina	
145.	APEI IOM Holdings Corporation, a 100%-owned domestic subsidiary, incorporated in Delaware	
146.	APEI (IOM), a 100%-owned foreign subsidiary, incorporated in Isle of Man	
147.	APEI Ireland, a 100%-owned foreign subsidiary, incorporated in Ireland	
148.	Sonoco Holdings, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware	
149.	Sonoco Luxembourg Holding S.a.r.l., a 100%-owned foreign subsidiary, incorporated in Luxembourg	
150.	APEI UK Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom	

EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (File No. 33-45594; File No. 33-60039; File No. 333-12657; File No. 333-100799; File No. 333-100798; and File No. 333-152531) and Form S-3 (File No. 333-160964) of Sonoco Products Company of our report dated February 28, 2011, relating to the financial statements, financial statement schedules, and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 28, 2011

EXHIBIT 31
I, Harris E. DeLoach, Jr., certify that:
 
1.	I have reviewed this annual report on Form 10-K of Sonoco Products Company;	
 
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
 
 	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 
 	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 
 	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 
 	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
 
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
 
 	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 
 	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

 	 	 	 	
Date: February 28, 2011	 	 	 	 	 	/s/ Harris E. DeLoach, Jr.	
 	 	 	 	 	 	Harris E. DeLoach, Jr.	
 	 	 	 	 	 	Chairman, President and Chief Executive Officer	

EXHIBIT 31
I, Charles J. Hupfer, certify that:
 
1.	I have reviewed this annual report on Form 10-K of Sonoco Products Company;	
 
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
 
 	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 
 	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 
 	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 
 	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
 
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
 
 	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 
 	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

 	 	 	 	
Date: February 28, 2011	 	 	 	 	 	/s/ Charles J. Hupfer	
 	 	 	 	 	 	Charles J. Hupfer	
 	 	 	 	 	 	Senior Vice President and Chief Financial Officer	

EXHIBIT 32
Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes – Oxley Act of 2002
The undersigned, who are the chief executive officer and the chief financial officer of Sonoco Products Company, each hereby certifies that, to the best of his knowledge, the accompanying Form 10-K for the year ended December 31, 2010, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the issuer.
February 28, 2011

/s/ Harris E. DeLoach, Jr.	
Harris E. DeLoach, Jr.
Chief Executive Officer	

/s/ Charles J. Hupfer	
Charles J. Hupfer
Chief Financial Officer	
A signed original of this written statement required by Section 906 has been provided to Sonoco Products Company (the “Company”) and will be retained by the Company and furnished to the Securities and Exchange Commission upon request. This certification accompanies the Form 10-K and shall not be treated as having been filed as part of the Form 10-K.